S-4

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TABLE OF CONTENTS
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

As filed with the Securities and Exchange Commission on September 26, 2011

Registration No. 333-          

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form S-4
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933

Emergency Medical Services Corporation*
(Exact Name of Registrant as Specified in its Charter)

Delaware
(State or other jurisdiction of
incorporation) 4100
(Primary Standard Industrial
Classification Code Number) 20-3738384
(I.R.S. Employer
Identification No.)

6200 S. Syracuse Way, Suite 200
Greenwood Village, Colorado 80111
(303) 495-1200
(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant's Principal Executive Offices)

Craig A. Wilson, Esq.
Carl Berglind, Esq.
Emergency Medical Services Corporation
6200 S. Syracuse Way, Suite 200
Greenwood Village, Colorado 80111
(303) 495-1200
(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)

With a copy to:

Peter J. Loughran, Esq.
Debevoise & Plimpton LLP
919 Third Avenue
New York, New York 10022
(212) 909-6000

* Information regarding additional registrants is contained in the Table of Additional Registrants on the following page.

Approximate date of commencement of proposed sale of the securities to the public:
As soon as practicable after this Registration Statement becomes effective.

           If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box o

           If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

           If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

           Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o Accelerated filer o Non-accelerated filer ý
(Do not check if a
smaller reporting company) Smaller reporting company o

           If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

           Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) o

           Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Unit(1)	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee(2)
8.125% Senior Notes due 2019 of Emergency Medical Services Corporation	$950,000,000	100%	$950,000,000	$110,295(2)
Guarantees of 8.125% Senior Notes due 2019(3)	—	—	—	None(4)
Total	$950,000,000	100%	$950,000,000	$110,295

(1)

Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(f) promulgated under the Securities Act of 1933, as amended.

(2)

The registration fee has been calculated under Rule 457(f) of the Securities Act.

(3)

See the following page for a table of guarantor registrants.

(4)

Each of the guarantors will fully and unconditionally guarantee the senior notes being registered hereby. Pursuant to Rule 457(n) under the Securities Act, no separate fee for the guarantee is payable.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this registration statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a), may determine.

Table of Additional Registrants*

Exact Name of Registrant as Specified in its Charter		State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification Number
A1 Leasing, Inc.	Subsidiary Guarantor	Florida		59-3403850
Abbott Ambulance, Inc.	Subsidiary Guarantor	Missouri		43-1496774
Access 2 Care, LLC	Subsidiary Guarantor	Missouri		01-0876348
Adam Transportation Service, Inc.	Subsidiary Guarantor	New York		13-3541209
Affilion, Inc.	Subsidiary Guarantor	Delaware		27-2937476
Air Ambulance Specialists, Inc.	Subsidiary Guarantor	Colorado		75-2989736
Ambulance Acquisition, Inc.	Subsidiary Guarantor	Delaware		51-0352561
American Emergency Physicians Management, Inc.	Subsidiary Guarantor	California		95-4194045
American Investment Enterprises, Inc.	Subsidiary Guarantor	Nevada		88-0206998
American Medical Pathways, Inc.	Subsidiary Guarantor	Delaware		75-2766681
American Medical Response Ambulance Service, Inc.	Subsidiary Guarantor	Delaware		75-2474011
American Medical Response Delaware Valley, LLC	Subsidiary Guarantor	Delaware		74-2895618
American Medical Response Holdings, Inc.	Subsidiary Guarantor	Delaware		84-1370651
American Medical Response Management, Inc.	Subsidiary Guarantor	Delaware		84-1351841
American Medical Response Mid-Atlantic, Inc.	Subsidiary Guarantor	Pennsylvania		23-2195702
American Medical Response Northwest, Inc.	Subsidiary Guarantor	Oregon		93-0567420
American Medical Response of Colorado, Inc.	Subsidiary Guarantor	Delaware		84-1231591
American Medical Response of Connecticut, Incorporated	Subsidiary Guarantor	Connecticut		06-1356148
American Medical Response of Georgia, Inc.	Subsidiary Guarantor	Delaware		58-2193430
American Medical Response of Illinois, Inc.	Subsidiary Guarantor	Delaware		36-3978701
American Medical Response of Inland Empire	Subsidiary Guarantor	California		95-2223085
American Medical Response of Massachusetts, Inc.	Subsidiary Guarantor	Massachusetts		04-2574482
American Medical Response of North Carolina, Inc.	Subsidiary Guarantor	Delaware		56-1931968
American Medical Response of Oklahoma, Inc.	Subsidiary Guarantor	Delaware		73-1462014
American Medical Response of South Carolina, Inc.	Subsidiary Guarantor	Delaware		57-1024333
American Medical Response of Southern California	Subsidiary Guarantor	California		95-1488421
American Medical Response of Tennessee, Inc.	Subsidiary Guarantor	Delaware		62-1642499
American Medical Response of Texas, Inc.	Subsidiary Guarantor	Delaware		76-0487923
American Medical Response West	Subsidiary Guarantor	California		77-0324739
American Medical Response, Inc.	Subsidiary Guarantor	Delaware		04-3147881
AMR Brockton, L.L.C.	Subsidiary Guarantor	Delaware		04-3502200
AMR HoldCo, Inc.	Subsidiary Guarantor	Delaware		20-2076468
Apex Acquisition LLC	Subsidiary Guarantor	Delaware		27-1321358
Arizona Oasis Acquisition, Inc.	Subsidiary Guarantor	Delaware		26-1259367
Associated Ambulance Service, Inc.	Subsidiary Guarantor	New York		11-2163989
Atlantic Ambulance Services Acquisition, Inc.	Subsidiary Guarantor	Delaware		33-0506806
Atlantic/Key West Ambulance, Inc.	Subsidiary Guarantor	Delaware		33-0506809
Atlantic/Palm Beach Ambulance, Inc.	Subsidiary Guarantor	Delaware		33-0506808
BestPractices, Inc.	Subsidiary Guarantor	Virginia		54-1489944
Blythe Ambulance Service	Subsidiary Guarantor	California		95-3433967
Broward Ambulance, Inc.	Subsidiary Guarantor	Delaware		33-0506810

Exact Name of Registrant as Specified in its Charter		State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification Number
Clinical Partners Management Company, LLC	Subsidiary Guarantor	Texas		26-229984
Desert Valley Medical Transport, Inc.	Subsidiary Guarantor	California		33-0753384
EHR Management Co.	Subsidiary Guarantor	Delaware		20-3940407
EmCare Anesthesia Providers, Inc.	Subsidiary Guarantor	Delaware		27-1937828
EmCare HoldCo, Inc.	Subsidiary Guarantor	Delaware		20-2076495
EmCare Holdings, Inc.	Subsidiary Guarantor	Delaware		13-3645287
EmCare of California, Inc.	Subsidiary Guarantor	California		94-2246075
EmCare Physician Providers, Inc.	Subsidiary Guarantor	Missouri		43-0972570
EmCare Physician Services, Inc.	Subsidiary Guarantor	Delaware		51-0345538
EmCare, Inc.	Subsidiary Guarantor	Delaware		75-1732351
Emergency Medical Services LP Corporation	Subsidiary Guarantor	Delaware		20-2076535
Emergency Medicine Education Systems, Inc.	Subsidiary Guarantor	Texas		75-2706238
EMS Management LLC	Subsidiary Guarantor	Delaware		20-2076564
EMS Offshore Medical Services, LLC	Subsidiary Guarantor	Delaware		26-4733141
EverRad, LLC	Subsidiary Guarantor	Florida		26-0559257
Five Counties Ambulance Service, Inc.	Subsidiary Guarantor	New York		11-2127997
Florida Emergency Partners, Inc.	Subsidiary Guarantor	Texas		59-3383583
Fountain Ambulance Service, Inc.	Subsidiary Guarantor	Alabama		63-1058995
Gold Coast Ambulance Service	Subsidiary Guarantor	California		95-2947514
Hank's Acquisition Corp.	Subsidiary Guarantor	Alabama		33-0569883
Healthcare Administrative Services, Inc.	Subsidiary Guarantor	Delaware		43-1787964
Hemet Valley Ambulance Service, Inc.	Subsidiary Guarantor	California		95-2841215
Herren Enterprises, Inc.	Subsidiary Guarantor	California		95-3327978
Holiday Acquisition Company, Inc.	Subsidiary Guarantor	Colorado		45-1289504
International Life Support, Inc.	Subsidiary Guarantor	Hawaii		99-0114256
Kutz Ambulance Service, Inc.	Subsidiary Guarantor	Wisconsin		39-0827456
LifeCare Ambulance Service, Inc.	Subsidiary Guarantor	Illinois		36-3799039
LifeFleet Southeast, Inc.	Subsidiary Guarantor	Florida		59-1395439
MedAssociates, LLC	Subsidiary Guarantor	Texas		20-5044320
Medevac Medical Response, Inc.	Subsidiary Guarantor	Missouri		43-1097068
Medevac MidAmerica, Inc.	Subsidiary Guarantor	Missouri		95-3743718
Medic One Ambulance Services, Inc.	Subsidiary Guarantor	Delaware		72-1276358
Medic One of Cobb, Inc.	Subsidiary Guarantor	Georgia		58-1944370
Medi-Car Ambulance Service, Inc.	Subsidiary Guarantor	Florida		59-1892079
Medi-Car Systems, Inc.	Subsidiary Guarantor	Florida		59-1996927
MedicWest Ambulance, Inc.	Subsidiary Guarantor	Nevada		88-0421120
MedicWest Holdings, Inc.	Subsidiary Guarantor	Delaware		88-0420343
MedLife Emergency Medical Service, Inc.	Subsidiary Guarantor	Alabama		63-1154514
Mercy Ambulance of Evansville, Inc.	Subsidiary Guarantor	Indiana		35-1494500
Mercy Life Care	Subsidiary Guarantor	California		94-2619315
Mercy, Inc.	Subsidiary Guarantor	Nevada		88-0125707
Metro Ambulance Service (Rural), Inc.	Subsidiary Guarantor	Delaware		72-1275309
Metro Ambulance Service, Inc.	Subsidiary Guarantor	Delaware		72-1275308
Metro Ambulance Services, Inc.	Subsidiary Guarantor	Georgia		58-1036407
Metropolitan Ambulance Service	Subsidiary Guarantor	California		94-1701773
Midwest Ambulance Management Company	Subsidiary Guarantor	Delaware		36-3973137
Mission Care of Illinois, LLC	Subsidiary Guarantor	Illinois		90-0182287
Mission Care of Missouri, LLC	Subsidiary Guarantor	Missouri		72-1583669
Mission Care Services, LLC	Subsidiary Guarantor	Missouri		42-1644377
Mobile Medic Ambulance Service, Inc.	Subsidiary Guarantor	Delaware		04-3171173
MSO Newco, LLC	Subsidiary Guarantor	Delaware		27-1285928

Exact Name of Registrant as Specified in its Charter		State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification Number
Nevada Red Rock Ambulance, Inc.	Subsidiary Guarantor	Delaware		20-8121800
Nevada Red Rock Holdings, Inc.	Subsidiary Guarantor	Delaware		20-8846123
Northwood Anesthesia Associates, L.L.C.	Subsidiary Guarantor	Florida		65-0909229
Paramed, Inc.	Subsidiary Guarantor	Michigan		38-2142110
Park Ambulance Service Inc.	Subsidiary Guarantor	New York		13-2508653
Physician Account Management, Inc.	Subsidiary Guarantor	Florida		03-0373713
Physicians & Surgeons Ambulance Service, Inc.	Subsidiary Guarantor	Ohio		34-0859642
Pinnacle Consultants Mid-Atlantic, L.L.C.	Subsidiary Guarantor	Delaware		26-2201105
ProvidaCare, L.L.C.	Subsidiary Guarantor	Texas		75-2643961
Provider Account Management, Inc.	Subsidiary Guarantor	Delaware		75-2964700
Puckett Ambulance Service, Inc.	Subsidiary Guarantor	Georgia		58-1572034
Radiology Staffing Solutions, Inc.	Subsidiary Guarantor	Delaware		26-2138636
Radstaffing Management Solutions, Inc.	Subsidiary Guarantor	Delaware		26-2137767
Randle Eastern Ambulance Service, Inc.	Subsidiary Guarantor	Florida		59-0737717
Regional Emergency Services, L.P.	Subsidiary Guarantor	Delaware		59-3383586
Reimbursement Technologies, Inc.	Subsidiary Guarantor	Pennsylvania		23-2634599
River Medical Incorporated	Subsidiary Guarantor	Arizona		86-0506675
Seawall Acquisition, LLC	Subsidiary Guarantor	Delaware		27-2494878
Seminole County Ambulance, Inc.	Subsidiary Guarantor	Delaware		33-0506811
Springs Ambulance Service, Inc.	Subsidiary Guarantor	California		95-2426613
STAT Healthcare, Inc.	Subsidiary Guarantor	Delaware		76-0496236
Sun Devil Acquisition LLC	Subsidiary Guarantor	Delaware		27-2929691
Sunrise Handicap Transport Corp.	Subsidiary Guarantor	New York		11-2569671
TEK Ambulance, Inc.	Subsidiary Guarantor	Illinois		36-2915559
Templeton Readings, LLC	Subsidiary Guarantor	Maryland		04-3731678
Tidewater Ambulance Service, Inc.	Subsidiary Guarantor	Virginia		54-1244307
Troup County Emergency Medical Services, Inc.	Subsidiary Guarantor	Georgia		58-1313603
V.I.P. Professional Services, Inc.	Subsidiary Guarantor	California		95-2539749

*

The address including zip code and telephone number including area code for each additional registrant is 6200 S. Syracuse Way, Suite 200, Greenwood Village, Colorado 80111, (303) 495-1200.

The information in this prospectus is not complete and may be changed. We may not complete this exchange offer or issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED SEPTEMBER 26, 2011

PROSPECTUS

Emergency Medical Services Corporation

Offer to Exchange

$950,000,0000 Outstanding 8.125% Senior Notes due 2019

for

$950,000,0000 Registered 8.125% Senior Notes due 2019

        Emergency Medical Services Corporation, is offering to exchange $950,000,000 aggregate principal amount of outstanding 8.125% Senior Notes due 2019 (the "Old Notes"), for a like principal amount of registered 8.125% Senior Notes due 2019 (the "New Notes").

        The terms of the New Notes are identical in all material respects to the terms of the Old Notes, except that the New Notes are registered under the Securities Act of 1933, as amended (the "Securities Act"), and will not contain restrictions on transfer or provisions relating to additional interest, will bear a different CUSIP number from the Old Notes and will not entitle their holders to registration rights.

        No public market currently exists for the Old Notes or the New Notes.

        The exchange offer will expire at             p.m., New York City time, on                  , 2011 (the "Expiration Date") unless we extend the Expiration Date. You should read the section called "The Exchange Offer" for further information on how to exchange your Old Notes for New Notes.

See "Risk Factors" beginning on page 21 for a discussion of risk factors that you should consider prior to tendering your Old Notes in the exchange offer and risk factors related to ownership of the Notes.

        Each broker-dealer that receives New Notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Notes received in exchange for Old Notes where such Old Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of up to 90 days after the consummation of the exchange offer, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution."

Neither the Securities and Exchange Commission ("SEC") nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is                        , 2011

TABLE OF CONTENTS

	Pages
Summary		1
Risk Factors		21
Forward-Looking Statements		47
The Exchange Offer		49
Use of Proceeds		57
Unaudited Pro Forma Consolidated Financial Statements		58
Selected Historical Financial Data		63
Management's Discussion and Analysis of Financial Condition and Results of Operations		65
Business		93
Management		132
Executive Compensation		138
Security Ownership of Certain Beneficial Owners and Management		157
Certain Relationships and Related Party Transactions		159
Description of Other Indebtedness		161
Description of Notes		166
Exchange Offer; Registration Rights		229
Plan of Distribution		232
Material United States Federal Income Tax Considerations		233
Certain Erisa Considerations		234
Validity of the Notes		235
Where You Can Find More Information		235
Experts		236
Index to Consolidated Financial Statements		F-1

You should rely only on the information contained in this prospectus or to which we have referred you. We have not authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus does not constitute an offer to sell, or a solicitation of an offer to purchase, the securities offered by this prospectus in any jurisdiction to or from any person to whom or from whom it is unlawful to make such offer or solicitation of an offer in such jurisdiction. You should not assume that the information contained in this prospectus is accurate as of any date other than the date of this prospectus. Also, you should not assume that there has been no change in the affairs of Emergency Medical Services Corporation and its subsidiaries since the date of this prospectus.

i

SUMMARY

This summary highlights information contained elsewhere in this prospectus. This summary does not contain all of the information that you should consider in making your investment decision. You should read the following summary together with the entire prospectus, including the more detailed information regarding our company, the New Notes being issued in the exchange offer and our consolidated financial statements and the related notes included in this prospectus. In this prospectus, unless the context requires otherwise, (i) references to "EMSC" and the "Company" mean Emergency Medical Services Corporation; (ii) references to "we," "us" and "our" mean EMSC and its consolidated subsidiaries; (iii) references to "Parent" mean CDRT Acquisition Corporation; (iv) references to "Merger Sub" mean CDRT Merger Sub, Inc.; and (v) references to "Holding" mean CDRT Holding Corporation. Financial information identified in this prospectus as "pro forma" or "on a pro forma basis" gives effect to the Transactions (as defined below).

Our Company

        We are a leading provider of outsourced facility-based physician services and medical transportation services in the United States. We operate our business and market our services under the EmCare and AMR brands, which represent EmCare Holdings Inc. ("EmCare") and American Medical Response, Inc. ("AMR"). EmCare, with more than 35 years of operating history, is a leading provider of physician services in the United States, based on number of contracts with hospitals and affiliated physician groups. Through EmCare, we provide outsourced facility-based physician services for emergency departments, as well as anesthesiology, hospitalist/inpatient, radiology and teleradiology programs. AMR, with more than 50 years of operating history, is a leading provider of medical transportation services to communities, payors and hospitals in the United States based on net revenue and number of transports.

        Approximately 86% of our net revenue for the year ended December 31, 2010 was generated under exclusive contracts. We had contract retention rates of 88% at EmCare and 99% at AMR as of December 31, 2010. During 2010, we provided services in approximately 14 million patient encounters in more than 2,000 communities nationwide. For the year ended December 31, 2010, we generated net revenue of approximately $2.9 billion, of which EmCare and AMR represented 52% and 48%, respectively. Our Adjusted EBITDA for the year ended December 31, 2010 was $322.1 million, an increase of $35.1 million, or 12.2%, as compared with 2009. See "Summary Historical Financial Data" for a discussion of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to net income.

1

        We offer a broad range of essential emergency and non-emergency medical services through our two business segments:

	EmCare	AMR
Core Services:	Facility-based physician services •       Emergency department staffing and related management services •       Anesthesiology, hospitalist/inpatient services, radiology and teleradiology	Pre- and post-hospital medical transportation •       Emergency ("911") and non-emergency ambulance transports •       Managed transportation services •       Fixed-wing air ambulance services •       Disaster response
Customers:	Hospitals Other healthcare facilities Independent physician groups Attending medical staff	Communities Government agencies Healthcare facilities Insurers
National Market Position:	8% share of emergency department services market 12% share of outsourced emergency department services market 3% share of anesthesia services market 1% share of hospitalist services market 1% share of radiology services market	7% share of total ambulance market 16% share of outsourced ambulance market 5% share of managed transportation market 1% share of medical air transport market
Number of Contracts:	569 facility contracts	168 "911" contracts 3,375 non-emergency transport arrangements
Volume for the year ended December 31, 2010:	Approximately 11.0 million patient encounters	Approximately 3.2 million patient transports

EmCare

        EmCare is a leading provider of outsourced facility-based physician services to healthcare facilities in the United States, based on number of contracts with hospitals and affiliated physician groups. EmCare has 569 contracts with hospitals and independent physician groups to provide emergency department, anesthesiology, hospitalist/inpatient, radiology and teleradiology staffing, and other management services. We have added 318 net new contracts since 2001. During 2010, EmCare had approximately 11.0 million patient encounters across 40 states and the District of Columbia. As of December 31, 2010, EmCare had an 8% share of the total emergency department ("ED") services market and a 12% share of the outsourced ED services market, the largest share among outsourced providers based on number of ED contracts. EmCare's share of the combined markets for anesthesiology, hospitalist and radiology services was approximately 2% as of such date.

        EmCare focuses on providing an environment where physicians can practice quality medicine, while improving operational efficiencies and patient satisfaction and mitigating risk at its customers'

2

hospitals and facilities. We recruit and hire or subcontract with physicians and other healthcare professionals, who then provide services to patients in the facilities with whom we contract. EmCare bills and collects from each patient or the patient's insurance provider for the medical services performed. We also have practice support agreements with independent physician groups and hospitals pursuant to which we provide management services such as billing and collection, recruiting, risk management and certain other administrative services.

American Medical Response

        AMR has developed the largest network of ambulance services in the United States. AMR and our predecessor companies have been providing services to some communities for more than 50 years. As of December 31, 2010, we had a 7% share of the total ambulance services market and a 16% share of the outsourced ambulance market, the largest share among outsourced providers based on number of transports and net revenue. During 2010, AMR treated and transported approximately 3.2 million patients in 38 states and the District of Columbia utilizing nearly 4,300 vehicles that operated out of more than 200 sites. AMR has more than 3,500 contracts with communities, government agencies, healthcare providers and insurers to provide ambulance transport services. AMR's broad geographic footprint enables us to contract on a national and regional basis with insurance companies and healthcare facilities.

        During 2010, approximately 58% of AMR's net revenue was generated from emergency 911 ambulance services. These services include treating and stabilizing patients, transporting the patient to a hospital or other healthcare facility and providing attendant medical care en-route. Non-emergency ambulance services, including critical care transfer, wheelchair transports and other interfacility transports, accounted for 28% of AMR's net revenue for the same period. The remaining balance of net revenue for 2010 was generated from managed transportation services, fixed-wing air ambulance services, and the provision of training, dispatch and other services to communities and public safety agencies.

        AMR also has a national contract with the Federal Emergency Management Agency ("FEMA") to provide ambulance, para-transit and rotary and fixed-wing air ambulance transportation services to supplement federal and military responses to disasters, acts of terrorism and other public health emergencies in the full 48 contiguous states.

Overview of Our Industry

        We operate in the outsourced facility-based physician services and medical transportation markets, two large and growing segments of the healthcare market. Emergency medical services are a core component of the range of care a patient could potentially receive in the pre-hospital and hospital-based settings. By law, most communities are required to provide emergency ambulance services and most hospitals are required to provide emergency department services. We believe that the following key factors will continue to drive growth in all our medical services markets:

•

Increase in outsourcing.  Communities, government agencies and healthcare facilities are under significant pressure both to improve the quality and to reduce the cost of care. The outsourcing of certain medical services has become a preferred means to alleviate these pressures.

•

Favorable demographics.  The growth and aging of the population will be a significant demand driver for healthcare services, and we believe it will result in an increase in ambulance transports, emergency department visits and demand for our other services.

•

Shortage of primary care physicians.  We believe that a portion of the historical and expected growth of emergency department visits is driven by the shortage of primary care physicians in

3

the United States, which causes many patients to utilize the ED as their primary source for healthcare.

        For further information on the facility-based physician services and medical transportation markets in which we compete, please see "Business—Description of our Business—Industry Overview."

Our Competitive Strengths

        We believe the following competitive strengths position our company to capitalize on the favorable trends occurring within the healthcare industry and the emergency medical services markets.

        Leading Player in Two Large, Growing and Highly Fragmented Markets.    We are a leading provider of outsourced facility-based physician services and medical transportation services in the United States. We have significant scale with approximately 14 million patient encounters annually in over 2,000 communities across the United States. The markets in which we compete are highly fragmented with minimal presence from national providers, which we believe results in significant opportunities for continued market share gains as well as strategic "tuck-in" acquisitions. We believe our track record of consistently meeting or exceeding our customers' service expectations across both of our businesses affords us the opportunity to compete effectively in the bidding process for new contracts, as well as to continue to grow complementary service offerings.

        Strong, Stable Underlying Industry Volume Trends.    We operate within an attractive segment of healthcare services that is supported by strong and stable underlying market volume trends. Based on available data, hospital ED visits have grown at a compound annual growth rate ("CAGR") of 2.5% from 1999 to 2009, and ambulance transports have increased at a CAGR of 3.9% from 2003 to 2009, with no year-over-year declines in market volumes over these periods. These stable, historical market volumes are primarily supported by the critical non-discretionary nature of emergency medical services, as well as aging demographics and a shortage of primary care physicians in the United States.

        Broad Spread of Risk with Significant Customer, Geographic and Contract Diversification.    Because of our diverse revenue base, we are not reliant on any single facility, community or market. As of December 31, 2010, EmCare had 569 individual facility contracts, with the top 10 ED contracts representing only 9% of EmCare net revenue, and no customer (including all facility contracts under a single hospital system) comprised more than 10% of total net revenue. As of December 31, 2010, AMR had 168 exclusive "911" emergency services contracts and 3,375 non-emergency transport arrangements. AMR's top ten "911" contracts accounted for approximately 24% of AMR net revenue in 2010. We believe that our other services, including anesthesia, hospitalist, radiology, managed transportation and fixed-wing air transport services, also exhibit a broad spread of risk through a diversified customer base and geographic footprint.

        Attractive Business Model with Stable Cash Flows and Proven Ability to De-Lever our Balance Sheet.    We believe our operating model and the contractual nature of our businesses drive a meaningful amount of recurring revenue which, combined with our relatively low capital expenditure and working capital requirements, lead to strong and predictable cash flows. During 2010, approximately 86% of our net revenue was generated under exclusive contracts. We believe these exclusive contracts and the critical care nature of our services have historically resulted in long-term, stable customer relationships. EmCare and AMR have maintained relationships with their ten largest customers for 15 and 35 years, respectively. We believe our ability to consistently deliver high levels of customer service and continue to improve our customer's key metrics are illustrated by our high contract retention rates of 88% in EmCare and 99% in AMR as of December 31, 2010. Our strong earnings growth and free cash flow generated by our stable customer base have enabled us to reduce our total leverage ratio meaningfully over the last five years.

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        Favorable Pricing Environment with Unique Reimbursement Characteristics.    Pricing and reimbursement for EmCare and AMR services have historically been favorable. We believe this trend will remain stable into the future. At EmCare, commercial payor leverage is reduced due to the emergency nature of the services, and physician reimbursement under Medicare has historically been stable. In addition, in many of our hospital contracts, we have the ability to obtain or increase subsidies to offset any reimbursement or payor mix changes. At AMR, communities and municipalities set emergency allowable rates for commercial payors and, with limited exception, do not pay for services out of the tax base. Further, we expect future Medicare reimbursement of ambulance services to be stable given that the phase-in of the Medicare national ambulance fee schedule was completed in 2010, and reimbursement for ambulance services represents a relatively small proportion of total Medicare spending. In addition, at both EmCare and AMR we have visibility into payor mix prior to entering into new contracts, and our payor mix has been stable over time, which allows us to more effectively manage exposure to each payor category.

        Opportunities for Continued Cost Reduction and Productivity Improvement.    We have a strong track record of profitable growth exhibited by a 16.0% CAGR in our Adjusted EBITDA and our expansion of Adjusted EBITDA margins by approximately 200 basis points from 2006 to 2010. Our consistent earnings growth and margin expansion over the last several years have been driven by our management's continuous focus on cost reductions and productivity improvements as well as benefits realized from information technology investments. We believe there are additional opportunities to continue to drive margin improvements in the future through targeted initiatives and additional technology enhancements.

        Increased Outsourcing of Health Services.    We believe market conditions are conducive to continued outsourcing of health services. In the EmCare segment, hospitals are increasingly outsourcing physician services due to increased cost pressures, the need to enhance operating efficiency, difficulties in physician recruiting and retention, the future possibility of pay-for-performance models and the desire to improve quality of care while reducing patient care cost. In the AMR segment, communities are increasingly outsourcing emergency medical transportation services due to cost pressures and budget constraints, the need for quality enhancement and improved clinical outcomes, the lack of risk management expertise and the pressure to meet peak demands.

        Strong and Experienced Management Team with Demonstrated Track Record of Performance.    We have a strong and deep management team with a historical track record of success. Many of our officers have decades of industry experience and significant tenure at EMSC. We are led by William Sanger, CEO, who has 35 years of industry experience, Randy Owen, EVP and CFO, who has 29 years of industry experience, Todd Zimmerman, EmCare President and EVP, who has 20 years of industry experience, and Mark Bruning, AMR President, who has 28 years of industry experience. Our current management team has led us through a series of initiatives focused on driving organic revenue growth and productivity and efficiency gains as well as executing several strategic acquisitions. Together these initiatives have resulted in net revenue and Adjusted EBITDA CAGRs of 10.3% and 16.0%, respectively, over the last four years.

Our Strategy

        Our objective is to continue to be a leader in outsourced facility-based physician services and medical transportation services in the United States as we pursue the following strategies and initiatives:

        Achieve Organic Growth through Market Share Gains and Continued Outsourcing.    We believe we have a unique competency in the treatment, management and billing of episodic and unscheduled patient care. We believe our long operating history, significant scope and scale, and leading market positions provide us with new and expanded opportunities to grow our customer base through market

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share gains from local and regional competitors as well as through continued outsourcing of physician and medical transportation services by hospitals and communities.

        Grow Complementary Service Lines by Cross-Selling to Existing Customers and Adding New Customers.    We believe our track record of maintaining successful long-term relationships with customers, combined with the expanded breadth of our service offerings, creates opportunities for us to increase revenue from our existing customer base and add new customers seeking services we previously did not provide. We have entered complementary service lines at both EmCare and AMR that are designed to leverage our core competencies.

        Supplement Organic Growth with Opportunistic Acquisitions.    The outsourced facility-based physician services and medical transportation services industries are highly fragmented, with only a few large national providers. We believe we have a successful track record of making strategic acquisitions at attractive valuations designed to enhance our market position and improve our value proposition for customers.

        Enhance Operational Efficiencies and Productivity to Drive Continued Margin Improvement.    We believe there are significant opportunities to build upon our success in improving our productivity and profitability at both EmCare and AMR. At EmCare, we continue to focus on initiatives to improve physician productivity, including more efficient scheduling around peak and off-peak hours, use of mid-level providers as well as improving and realigning physician compensation programs to help accelerate productivity gains. At AMR, we expect to benefit from additional investments in technology, such as the continued roll-out of ePCR (electronic patient care records) to enhance data collection accuracy and billing system automation to reduce our billing costs and days sales outstanding ("DSO").

        We describe additional elements of our strategy in "Business—Business Strategy."

        Emergency Medical Services Corporation is incorporated under the laws of the state of Delaware. Our corporate headquarters are located at 6200 S. Syracuse Way, Suite 200, Greenwood Village, CO 80111. Our telephone number is (303) 495-1200.

The Transactions

        On February 13, 2011, EMSC entered into an Agreement and Plan of Merger (the "Merger Agreement") with Parent and Merger Sub, formerly a wholly owned subsidiary of Parent. Pursuant to the Merger Agreement, Merger Sub merged with and into EMSC, with EMSC as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"). Immediately following the Merger, all of the outstanding common stock of Parent was owned by Holding, which is owned by Clayton, Dubilier & Rice Fund VIII, L.P. ("CD&R Fund VIII"), CD&R Friends & Family Fund VIII, L.P. ("CD&R F&F Fund"), CD&R Advisor Fund VIII Co-Investor, L.P. ("CD&R Advisor Co-Investor") and CD&R EMS Co-Investor, L.P. (together with CD&R Fund VIII, CD&R F&F Fund and CD&R Advisor Co-Investor, the "CD&R Affiliates").

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        On May 25, 2011, the following transactions occurred in connection with the Merger (collectively, the "Transactions"):

•

LP units of the entity formerly known as Emergency Medical Services L.P., a wholly owned subsidiary of EMSC, were exchanged for EMSC common stock;

•

outstanding shares of EMSC common stock were converted into the right to receive $64.00 per share in cash, without interest and less any applicable withholding taxes;

•

options to purchase shares of EMSC common stock (other than options that were rolled over by certain members of management as described below), vested or unvested, were cancelled and each option was converted into the right to receive a cash payment equal to the excess (if any) of $64.00 per share over the exercise price per share of the option times the number of shares subject to the option, without interest and less any applicable withholding taxes;

•

restricted shares, vested or unvested, were fully vested at the effective time and canceled and extinguished and each restricted share was converted into the right to receive $64.00 per share in cash, without interest and less any applicable withholding taxes;

•

restricted stock units, vested or unvested, were cancelled and extinguished, and each restricted stock unit was converted into the right to receive a cash payment equal to $64.00 per share times the number of shares of EMSC common stock subject to such restricted stock units, without interest and less any applicable withholding taxes;

•

the CD&R Affiliates invested $887.1 million in the common stock of Holding, the proceeds of which were contributed to Parent (the "CD&R Equity Investment");

•

certain members of our management rolled over existing options to purchase EMSC common stock with an aggregate value of $28.3 million, based on the Merger consideration price, into options to purchase common stock of Holding (the "Management Rollover Investment" and, together with the CD&R Equity Investment, the "Equity Contributions");

•

Merger Sub entered into new senior secured credit facilities, comprising (i) a seven-year senior secured term loan facility of up to $1,440 million (as further described in "Description of Other Indebtedness—Term Loan Facility," the "Term Loan Facility") and (ii) a five-year senior secured asset-based loan facility of up to $350 million (as further described in "Description of Other Indebtedness—ABL Facility," the "ABL Facility" and, together with the Term Loan Facility, the "Senior Secured Credit Facilities");

•

Merger Sub issued the Old Notes;

•

the net proceeds of the Equity Contributions, the Old Notes and the borrowings under the Term Loan Facility were used to fund the cash consideration payable to our former stockholders and other equity holders, repay outstanding borrowings under our prior senior secured credit facility and pay related transaction fees and expenses;

•

Merger Sub merged with and into EMSC, with EMSC as the surviving corporation; and

•

upon consummation of the Merger, the rights and obligations of Merger Sub under the Old Notes and the Indenture, dated as of May 25, 2011, governing the Notes (the "Indenture") and under the Senior Secured Credit Facilities were assumed by the Company.

Our Sponsor

        Founded in 1978, Clayton, Dubilier & Rice, LLC is a private equity firm with an integrated operational and financial approach to investing. CD&R has 40 investment professionals with offices in New York and London. Over the firm's 33-year history, CD&R has invested over $12 billion in capital

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in 51 businesses and is currently investing out of its $5 billion eighth fund. CD&R has a disciplined and clearly defined investment strategy with a special focus on multi-location services and distribution businesses.

Ownership and Organizational Structure

        The following chart illustrates our ownership and organizational structure:

(1)

Represents options to purchase Holding common stock held by EMSC management as well as shares of Holding common stock to be issued to EMSC management in connection with a management equity offering completed in September 2011. See "Security Ownership of Certain Beneficial Owners and Management."

(2)

In connection with the Transactions, we entered into the ABL Facility, which provides for a five-year senior secured revolving credit facility of up to $350 million, subject to a borrowing base of approximately $356 million and approximately $47 million of letters of credit issued under the ABL Facility as of June 30, 2011. As of June 30, 2011, we were able to borrow approximately $303 million under the ABL Facility. See "Description of Other Indebtedness—ABL Facility." We have not drawn on the ABL Facility.

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(3)

In connection with the Transactions, we entered into the Term Loan Facility which provides for a seven-year senior secured term loan facility of up to $1,440 million. See "Description of Other Indebtedness—Term Loan Facility."

(4)

The Old Notes are not guaranteed by any of our foreign subsidiaries or any of our subsidiaries subject to regulation as an insurance company, including our captive insurance subsidiary. The Old Notes are structurally subordinated to the indebtedness and other liabilities of our non-guarantor subsidiaries, including their insurance liabilities. As of June 30, 2011, the non-guarantor subsidiaries had no indebtedness and approximately $155.9 million of primarily insurance-related liabilities. Our non-guarantor subsidiaries generated approximately $2.1 million of our net revenue for the year ended December 31, 2010 and held approximately $162.0 million of our assets as of June 30, 2011.

(5)

Due to the corporate practice of medicine restrictions of certain states, we maintain long-term management contracts with affiliated physician groups, which employ or contract with physicians to provide physician services. These entities are not subsidiaries of our company but their operations are typically consolidated in accordance with generally accepted accounting principles. See "Business—EmCare—Contracts—Affiliated Physician Group Contracts."

Market and Industry Data

        The market data and other statistical information used throughout this prospectus are based on independent industry publications, government publications, reports by market research firms or other published independent sources. Some data are also based on our good faith estimates, which are derived from our review of internal surveys, as well as the independent sources listed above. Although we believe these sources are reliable, we have not independently verified the information. None of the independent industry publications used in this prospectus were prepared on our behalf and none of the sources cited in this prospectus consented to the inclusion of any data from its reports, nor have we sought their consent.

Trademarks and Service Marks

        EMSC®, AMR® and EmCare® are three of our brand names, trademarks or service marks. Information contained in this prospectus may also refer to brand names, trademarks or service marks of other companies. All such brand names, trademarks or service marks are the property of their respective owners.

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Summary of the Terms of the Exchange Offer

The Notes	On May 25, 2011 (the "Issuance Date"), Merger Sub issued $950 million aggregate principal amount of 8.125% Senior Notes due 2019 pursuant to exemptions from the registration requirements of the Securities Act. On such date, upon the consummation of the Merger of Merger Sub with and into the Company, the Company assumed all the rights and obligations under the Old Notes and the Indenture. The initial purchasers for the Old Notes were Barclays Capital Inc., Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated, RBC Capital Markets, LLC, UBS Securities LLC, Citigroup Global Markets Inc., Natixis Securities North America Inc. (the "Initial Purchasers"). When we use the term "Old Notes" in this prospectus, we mean the 8.125% Senior Notes due 2019 that were privately placed with the Initial Purchasers on May 25, 2011, and were not registered with the SEC.
	When we use the term "New Notes" in this prospectus, we mean the 8.125% Senior Notes due 2019 registered with the SEC and offered hereby in exchange for the Old Notes. When we use the term "Notes" in this prospectus, the related discussion applies to both the Old Notes and the New Notes.
	The terms of the New Notes are identical in all material respects to the terms of the Old Notes, except that the New Notes are registered under the Securities Act and will not be subject to restrictions on transfer, will bear a different CUSIP and ISIN number than the Old Notes, will not entitle their holders to registration rights and will be subject to terms relating to book-entry procedures and administrative terms relating to transfers that differ from those of the Old Notes.
	The CUSIP numbers for the Old Notes are 12513P AA7 (Rule 144A) and U1251T AA5 (Regulation S). The ISIN numbers for the Old Notes are US12513PAA75 (Rule 144A), and USU1251TAA52 (Regulation S). The CUSIP number for the New Notes is        and the ISIN number for the New Notes is        .
The Exchange Offer	You may exchange Old Notes for a like principal amount of New Notes. The consummation of the exchange offer is not conditioned upon any minimum or maximum aggregate principal amount of Old Notes being tendered for exchange.
Resale of New Notes	We believe the New Notes that will be issued in the exchange offer may be resold by most investors without compliance with the registration and prospectus delivery provisions of the Securities Act, subject to certain conditions. You should read the discussion under the heading "The Exchange Offer" for further information regarding the exchange offer and resale of the New Notes.

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Registration Rights Agreement	We have undertaken the exchange offer pursuant to the terms of the Exchange and Registration Rights Agreement we entered into with the Initial Purchasers on May 25, 2011 (the "Registration Rights Agreement"). Pursuant to the Registration Rights Agreement, we agreed to use our commercially reasonable efforts to consummate an exchange offer for the Old Notes pursuant to an effective registration statement or to cause resales of the Old Notes to be registered. The Registration Rights Agreement provides that if a Registration Default occurs, the interest rate on the Registrable Securities will be increased by (i) 0.25% per annum for the first 90-day period beginning on the day immediately following such Registration Default and (ii) an additional 0.25% per annum with respect to each subsequent 90-day period, in each case until and including the date such Registration Default ends, up to a maximum increase of 0.50% per annum. See "Exchange Offer; Registration Rights."
Consequences of Failure to Exchange the Old Notes	You will continue to hold Old Notes that remain subject to their existing transfer restrictions if:
	•       you do not tender your Old Notes; or
	•       you tender your Old Notes and they are not accepted for exchange.
	We will have no obligation to register the Old Notes after we consummate the exchange offer. See "The Exchange Offer—Terms of the Exchange Offer; Period for Tendering Old Notes."
Expiration Date	The exchange offer will expire at           p.m., New York City time, on                        , 2011 (the "Expiration Date"), unless we extend it, in which case Expiration Date means the latest date and time to which the exchange offer is extended.
Interest on the New Notes	The New Notes will accrue interest from the most recent date to which interest has been paid or provided for on the Old Notes or, if no interest has been paid on the Old Notes, from the Issuance Date.

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Conditions to the Exchange Offer	The exchange offer is subject to several customary conditions. We will not be required to accept for exchange, or to issue New Notes in exchange for, any Old Notes, and we may terminate or amend the exchange offer if we determine in our reasonable judgment at any time before the Expiration Date that the exchange offer would violate applicable law or any applicable interpretation of the staff of the SEC. The foregoing conditions are for our sole benefit and may be waived by us at any time. In addition, we will not accept for exchange any Old Notes tendered, and no New Notes will be issued in exchange for any such Old Notes, if at any time any stop order is threatened or in effect with respect to:
	•       the registration statement of which this prospectus constitutes a part; or
	•       the qualification of the Indenture under the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act").
	See "The Exchange Offer—Conditions to the Exchange Offer." We reserve the right to terminate or amend the exchange offer at any time prior to the Expiration Date upon the occurrence of any of the foregoing events.
Procedures for Tendering Old Notes	If you wish to accept the exchange offer, you must tender your Old Notes and do the following on or prior to the Expiration Date, unless you follow the procedures described under "The Exchange Offer—Guaranteed Delivery Procedures."
	•       if Old Notes are tendered in accordance with the book-entry procedures described under "The Exchange Offer—Book-Entry Transfer," transmit an Agent's Message to the Exchange Agent through the Automated Tender Offer Program ("ATOP") of The Depository Trust Company ("DTC"), or
	•       transmit a properly completed and duly executed letter of transmittal, or a facsimile copy thereof, to the Exchange Agent, including all other documents required by the letter of transmittal.
	See "The Exchange Offer—Procedures for Tendering Old Notes."
Guaranteed Delivery Procedures	If you wish to tender your Old Notes, but cannot properly do so prior to the Expiration Date, you may tender your Old Notes according to the guaranteed delivery procedures set forth under "The Exchange Offer—Guaranteed Delivery Procedures."

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Withdrawal Rights	Tenders of Old Notes may be withdrawn at any time prior to           p.m., New York City time, on the Expiration Date. To withdraw a tender of Old Notes, a notice of withdrawal must be actually received by the Exchange Agent at its address set forth in "The Exchange Offer—Exchange Agent" prior to           p.m., New York City time, on the Expiration Date. See "The Exchange Offer—Withdrawal Rights."
Acceptance of Old Notes and Delivery of New Notes	Except in some circumstances, any and all Old Notes that are validly tendered in the exchange offer prior to           p.m., New York City time, on the Expiration Date will be accepted for exchange. The New Notes issued pursuant to the exchange offer will be delivered promptly after the Expiration Date. See "The Exchange Offer—Acceptance of Old Notes for Exchange; Delivery of New Notes."
Material United States Federal Income Tax Considerations	We believe that the exchange of an Old Note for a New Note pursuant to the exchange offer will not be treated as a sale or exchange for U.S. federal income tax purposes. See "Material United States Federal Income Tax Considerations."
Exchange Agent	Wilmington Trust, National Association is serving as the Exchange Agent (the "Exchange Agent").

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Summary of the Terms of the Notes

        The terms of the New Notes offered in the exchange offer are identical in all material respects to the Old Notes, except that the New Notes:

•

are registered under the Securities Act and therefore will not be subject to restrictions on transfer;

•

will not be subject to provisions relating to additional interest;

•

will bear a different CUSIP and ISIN number;

•

will not entitle their holders to registration rights; and

•

will be subject to terms relating to book-entry procedures and administrative terms relating to transfers that differ from those of the Old Notes.

        The following summary contains basic information about the New Notes and the guarantees thereof and is not intended to be complete. For a more complete understanding of the New Notes and the guarantees, please refer to the section entitled "Description of Notes" in this prospectus.

Issuer	Emergency Medical Services Corporation
Notes offered	$950 million aggregate principal amount of 8.125% Senior Notes due 2019.
Maturity	The Notes will mature on June 1, 2019
Interest payment dates	June 1 and December 1, commencing on December 1, 2011.
Ranking	The Notes are our unsecured senior indebtedness and rank:
	•       equal in right of payment with all of our existing and future senior indebtedness;
	•       senior in right of payment to all of our existing and future subordinated obligations;
	•       effectively subordinated to all of our secured indebtedness, including indebtedness under our new $1,440 million senior secured term loan facility and our new senior secured asset-based loan facility of up to $350 million, to the extent of the value of the assets securing such indebtedness; and
	•       structurally subordinated to all existing and future indebtedness and other liabilities of our non-guarantor subsidiaries, including all of our foreign subsidiaries.
Guarantors	The Notes are guaranteed, on an unsecured senior basis, by each of our domestic subsidiaries that is a borrower under or that guarantees our obligations under our senior secured credit facilities. These guarantees are subject to release under specified circumstances. See "Description of Notes—Subsidiary Guarantees." The guarantee of each Guarantor will be an unsecured senior obligation of that Guarantor and ranks:
	•       equal in right of payment with all existing and future senior indebtedness of that guarantor;

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	•       senior in right of payment with all existing and future guarantor subordinated obligations;
	•       effectively subordinated to all secured indebtedness of that guarantor to the extent of the value of the assets securing such indebtedness, including any such guarantor's guarantee of indebtedness under our new $1,440 million senior secured term loan facility and our new senior secured asset-based loan facility of up to $350 million; and
	•       structurally subordinated to all existing and future indebtedness and other liabilities of our non-guarantor subsidiaries, including all of our foreign subsidiaries.
	The Notes are not guaranteed by any of our foreign subsidiaries or any of our subsidiaries subject to regulation as an insurance company, including our captive insurance subsidiary. The Notes are structurally subordinated to the indebtedness and other liabilities of our non-guarantor subsidiaries, including their insurance liabilities. As of June 30, 2011, the non-guarantor subsidiaries had no indebtedness and approximately $155.9 million of primarily insurance-related liabilities. Our non-guarantor subsidiaries generated approximately $2.1 million of our net revenue for the year ended December 31, 2010 and held approximately $162.0 million of our assets as of June 30, 2011.
Optional redemption	We may redeem the Notes, in whole or in part, at any time (1) prior to June 1, 2014, at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date, plus the make-whole premium described under "Description of Notes—Optional Redemption," and (2) on and after June 1, 2014, at the redemption prices described under "Description of Notes—Optional Redemption."
Optional redemption after certain equity offerings	Prior to June 1, 2014, we may redeem on one or more occasions up to 35% of the original aggregate principal amount of the Notes in an amount not exceeding the net proceeds of one or more equity offerings at a redemption price equal to 108.125% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date, as described under "Description of Notes—Optional Redemption."
Offer to repurchase	If we experience a change of control, we must offer to repurchase all of the Notes (unless otherwise redeemed) at a price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to the repurchase date. See "Description of Notes—Change of Control."

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	If we sell assets under certain circumstances, we must use the proceeds to make an offer to purchase Notes at a price equal to 100% of their principal amount, plus accrued and unpaid interest, if any, to the date of purchase. See "Description of Notes—Certain Covenants—Limitation on Sales of Assets and Subsidiary Stock."
Certain covenants	The Indenture contains covenants that, among other things, limit our ability and the ability of our restricted subsidiaries to:
	•       incur more indebtedness or issue certain preferred shares;
	•       pay dividends, redeem stock or make other distributions;
	•       make investments;
	•       create restrictions on the ability of our restricted subsidiaries to pay dividends to us or make other intercompany transfers;
	•       create liens;
	•       transfer or sell assets;
	•       merge or consolidate;
	•       enter into certain transactions with our affiliates; and
	•       designate subsidiaries as unrestricted subsidiaries.
	Most of these covenants will cease to apply for so long as the Notes have investment grade ratings from both Moody's and S&P. These covenants are subject to important exceptions and qualifications, which are described under "Description of Notes—Certain Covenants" and "Description of Notes—Merger and Consolidation."
Risk factors	Investing in the Notes involves risks. For a description of risks you should consider before making your investment decision, see "Risk Factors."

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Ratio of Earnings to Fixed Charges

	Predecessor												Successor
											Period from January 1 through May 24, 2011		Period from May 25, through June 30, 2011
	Year ended December 31,
	2006		2007		2008		2009		2010
Ratio of earnings to fixed charges(1)		0.46		0.37		0.27		0.22		0.14		0.23		0.66

(1)

For the purposes of calculating the ratio of earnings to fixed charges, earnings consist of income before taxes plus fixed charges. Fixed charges consist of interest expense, amortization of debt issuance costs and the portion of rental expense that we believe is representative of the interest component of rental expense.

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Summary Historical Financial Data

        The following table presents summary consolidated historical financial data for EMSC and its consolidated subsidiaries.

        The consolidated financial statements included in this prospectus are presented for two periods: the period prior to and including May 24, 2011 ("Predecessor") and the period including and after May 25, 2011 ("Successor"), the date of the Merger. As a result of the Transactions, our consolidated financial statements after the Merger are not comparable to our consolidated financial statements prior to the date of the Merger. The historical data presented below are not necessarily indicative of the results to be expected for any future period.

        The summary historical financial data for EMSC and its consolidated subsidiaries as of December 31, 2009 and 2010 (Predecessor) and for the years ended December 31, 2008, 2009 and 2010 (Predecessor) are derived from our audited consolidated financial statements included elsewhere in this prospectus. The summary historical financial data for EMSC and its consolidated subsidiaries as of and for the six months ended June 30, 2010 (Predecessor), the period from January 1 through May 24, 2011 (Predecessor), the period from May 25 through June 30, 2011 and as of June 30, 2011 (Successor) are derived from our unaudited consolidated financial statements included elsewhere in this prospectus. The summary historical balance sheet data for EMSC and its consolidated subsidiaries as of December 31, 2008 were derived from our audited consolidated financial statements not included in this prospectus.

        This information should be read in conjunction with "Risk Factors," "Unaudited Pro Forma Consolidated Financial Statements," "Selected Historical Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and the related notes included elsewhere in this prospectus.

	Predecessor															Successor
	Year ended December 31,									Six months ended June 30,			Period from January 1 through May 24			Period from May 25 through June 30,
	2008			2009			2010			2010			2011			2011
	(in thousands of dollars)
Statement of Operations Data:
Net revenue	$	2,409,864		$	2,569,685		$	2,859,322		$	1,388,158		$	1,221,790		$	319,543
Compensation and benefits		1,637,425			1,796,779			2,023,503			976,760			874,633			221,804
Operating expenses		383,359			334,328			359,262			177,115			156,740			41,856
Insurance expense		82,221			97,610			97,330			48,012			47,229			10,089
Selling, general and administrative expenses		69,658			63,481			67,912			35,156			29,241			6,861
Depreciation and amortization expense		68,980			64,351			65,332			31,872			28,467			11,061
Income from operations		168,221			213,136			245,983			119,243			85,480			27,872
Interest income from restricted assets		6,407			4,516			3,105			1,714			1,124			162
Interest expense		(42,087	)		(40,996	)		(22,912	)		(13,326	)		(7,886	)		(17,950	)
Realized gain (loss) on investments		2,722			2,105			2,450			149			(9	)		7
Interest and other (expense) income		2,055			1,816			968			471			(28,873	)		(140	)
Loss on early debt extinguishment		(241	)		—			(19,091	)		(19,091	)		(10,069	)		—
Income before income taxes and equity in earnings of unconsolidated subsidiary		137,077			180,577			210,503			89,160			39,767			9,951
Income tax expense		(52,530	)		(65,685	)		(79,126	)		(34,365	)		(19,242	)		(4,158	)
Income before equity in earnings of unconsolidated subsidiary		84,547			114,892			131,377			54,795			20,525			5,793
Equity in earnings of unconsolidated subsidiary		300			347			347			199			143			33
Net income	$	84,847		$	115,239		$	131,724		$	54,994		$	20,668		$	5,826

18

		Predecessor															Successor
		Year ended December 31,									Six months ended June 30,			Period from January 1 through May 24			Period from May 25 through June 30,
		2008			2009			2010			2010			2011			2011
		(in thousands of dollars)
Balance Sheet Data (at end of period):
Cash and cash equivalents		$	146,173		$	332,888		$	287,361		$	313,033					$	186,811
Working capital(1)			495,033			516,078			531,477			524,777						385,188
Property, plant and equipment, net			124,869			125,855			133,731			121,324						135,479
Total assets			1,541,219			1,654,707			1,748,552			1,704,795						4,072,796
Total debt(2)			458,505			453,930			421,276			427,535						2,379,335
Stockholders' equity			539,039			686,087			847,205			764,775						891,301
Cash Flow Data:
Cash flows provided by (used in):
	Operating activities	$	211,457		$	272,553		$	185,544		$	84,742		$	67,975		$	37,721
	Investing activities		(74,945	)		(116,629	)		(158,865	)		(60,358	)		(89,459	)		(2,847,446	)
	Financing activities		(19,253	)		30,791			(72,206	)		(44,239	)		20,671			2,709,988
Purchases of property, plant and equipment			(32,088	)		(44,728	)		(49,121	)		(15,168	)		(18,496	)		(2,892	)
Other Financial Data:
Adjusted EBITDA(3)		$	247,084		$	286,982		$	322,119		$	155,874		$	130,582		$	40,039
Cash interest expense			39,983			39,165			20,428			12,190			6,556			16,046

(1)

Working capital is defined as current assets less current liabilities.

(2)

Total debt is defined as long-term debt and capital lease obligations, including current maturities, and excludes adjustments resulting from loan fees, which are accounted for as a reduction to outstanding debt.

(3)

Adjusted EBITDA is defined as net income before equity in earnings of unconsolidated subsidiary, income tax expense, loss on early debt extinguishment, interest and other (expense) income, realized gain (loss) on investments, interest expense, depreciation and amortization expense, equity-based compensation expenses and related party management fees. Adjusted EBITDA, as reported historically, has been adjusted to reflect equity-based compensation expenses and related party management fees. See the reconciliation table below.

Adjusted EBITDA is commonly used by management and investors as a performance measure. Adjusted EBITDA is not considered a measure of financial performance under GAAP, and the items excluded from Adjusted EBITDA are significant components in understanding and assessing our financial performance. Adjusted EBITDA has limitations as an analytical tool and should not be considered in isolation or as an alternative to GAAP measures such as net income, cash flows provided by or used in operating, investing or financing activities or other financial statement data presented in our consolidated financial statements as an indicator of financial performance or liquidity. Some of these limitations are:

•

Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

•

Adjusted EBITDA does not reflect our interest expense, or the requirements necessary to service interest or principal payments on our debt;

•

Adjusted EBITDA does not reflect our income tax expenses or the cash requirements to pay our taxes;

•

Adjusted EBITDA does not reflect historical cash expenditures or future requirements for capital expenditures or contractual commitments; and

•

although depreciation and amortization charges are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements.


Because Adjusted EBITDA is not a measure determined in accordance with GAAP and is susceptible to varying calculations, this measure, as presented, may not be comparable to other similarly titled measures of other companies.

19

The following tables set forth a reconciliation to net income of Adjusted EBITDA for the periods presented:

		Predecessor															Successor
		Year ended December 31,									Six Months ended June 30,			Period from January 1, through May 24,			Period from May 25 through June 30,
		2008			2009			2010			2010			2011			2011
		(in thousands of dollars)
Consolidated/Combined
Net income		$	84,847		$	115,239		$	131,724		$	54,994		$	20,668		$	5,826
	Income tax expense		52,530			65,685			79,126			34,365			19,242			4,158
	Equity in earnings of unconsolidated subsidiary(a)		(300	)		(347	)		(347	)		(199	)		(143	)		(33	)
	Loss on early debt extinguishment(b)		241			—			19,091			19,091			10,069			—
	Interest and other (income) expense(c)		(2,055	)		(1,816	)		(968	)		(471	)		28,873			140
	Realized (gain) loss on investments(d)		(2,722	)		(2,105	)		(2,450	)		(149	)		9			(7	)
	Interest expense		42,087			40,996			22,912			13,326			7,886			17,950
	Interest income from restricted assets		(6,407	)		(4,516	)		(3,105	)		(1,714	)		(1,124	)		(162	)
Income from operations			168,221			213,136			245,983			119,243			85,480			27,872
	Interest income from restricted assets		6,407			4,516			3,105			1,714			1,124			162
	Depreciation and amortization expense		68,980			64,351			65,332			31,872			28,467			11,061
	Equity-based compensation expense(e)		2,476			3,979			6,699			2,545			15,112			430
	Related party management fees(f)		1,000			1,000			1,000			500			399			514
Adjusted EBITDA		$	247,084		$	286,982		$	322,119		$	155,874		$	130,582		$	40,039

(a)

Represents the equity in earnings recognized in the 2008, 2009, 2010 and 2011 periods relating to the minority interest held by AMR in a joint venture in Trinidad. AMR recognizes equity in earnings of the unconsolidated subsidiary in the income statement, but not in Adjusted EBITDA.

(b)

Represents a loss on early debt extinguishment of $241,000 recorded during 2008, no effect on early debt extinguishment in 2009, a loss on early debt extinguishment of $19.1 million recorded during 2010, and a loss on early debt extinguishment of $10.1 million during the Predecessor period of January 1 through May 24, 2011.

(c)

Represents interest and other (income) expense. During the Predecessor period of January 1 through May 24, 2011 and the Successor period of May 25 through June 30, 2011, this included $29.5 million and $0.3 million, respectively, of expenses incurred with the Transactions.

(d)

Represents realized gains or losses on investments held at EMCA Insurance Company, Ltd. ("EMCA") associated with insurance related assets. These gains or losses are recorded only upon a sale or maturity of such investments.

(e)

Represents the non-cash equity based compensation expense related to equity based awards under our prior and existing equity-based incentive plans.

(f)

Represents the management fees paid to our prior sponsor and payable to CD&R as part of the consulting agreement entered into at the closing of the Transactions.

20

RISK FACTORS

Investing in the Notes involves a high degree of risk. Before you make your investment decision, you should carefully consider the risks described below and the other information contained in this prospectus, including the consolidated financial statements and the related notes. If any of the following risks actually occurs, our business, financial condition, results of operations or cash flows could be materially adversely affected.

Risk Factors Related to the Notes

         Our substantial indebtedness may adversely affect our financial health and prevent us from making payments on the Notes.

        We have substantial indebtedness. As of June 30, 2011, we had total indebtedness, including capital leases, of approximately $2,387 million, including $950 million of Old Notes, $1,436 million of borrowings under the Term Loan Facility and approximately $2 million of other long-term indebtedness. In addition, as of June 30, 2011, after giving effect to approximately $47 million of letters of credit issued under the ABL Facility, we were able to borrow approximately $303 million under the ABL Facility. As of December 31, 2010, we also had approximately $155 million in operating lease commitments.

        The degree to which we are leveraged may have important consequences for us. For example, it may:

•

make it more difficult for us to make payments on our indebtedness;

•

increase our vulnerability to general economic and industry conditions, including recessions and periods of significant inflation and financial market volatility;

•

expose us to the risk of increased interest rates because any borrowings we make under the ABL Facility, and our borrowings under the Term Loan Facility under certain circumstances, will bear interest at variable rates;

•

require us to use a substantial portion of our cash flow from operations to service our indebtedness, thereby reducing our ability to fund working capital, capital expenditures and other expenses;

•

limit our flexibility in planning for, or reacting to, changes in our business and the industries in which we operate;

•

place us at a competitive disadvantage compared to competitors that have less indebtedness; and

•

limit our ability to borrow additional funds that may be needed to operate and expand our business.

        The Indenture, the credit agreement governing the ABL Facility (as further described in "Description of Other Indebtedness—ABL Facility," the "ABL Credit Agreement") and the credit agreement governing the Term Loan Facility (as further described in "Description of Other Indebtedness—Term Loan Facility," the "Term Loan Credit Agreement") contain restrictive covenants that limit our ability to engage in activities that may be in our long-term best interests. Those covenants include restrictions on our ability to, among other things, incur more indebtedness, pay dividends, redeem stock or make other distributions, make investments, create liens, transfer or sell assets, merge or consolidate and enter into certain transactions with our affiliates. Our failure to comply with those covenants could result in an event of default, which, if not cured or waived, could result in the acceleration of all of our indebtedness. See also "—The Indenture, the ABL Credit Agreement and the Term Loan Credit Agreement restrict our ability and the ability of most of our subsidiaries to engage in some business and financial transactions."

21

         Despite our indebtedness levels, we, our subsidiaries and our affiliated professional corporations may be able to incur substantially more indebtedness which may increase the risks created by our substantial indebtedness.

        We, our subsidiaries and our affiliated professional corporations may be able to incur substantial additional indebtedness in the future. The terms of the Indenture do not fully prohibit us, our subsidiaries and our affiliated professional corporations from doing so. If we or our subsidiaries are in compliance with certain incurrence ratios set forth in the ABL Credit Agreement, the Term Loan Credit Agreement and the Indenture, we and our subsidiaries may be able to incur substantial additional indebtedness, which may increase the risks created by our current substantial indebtedness. See "Description of Other Indebtedness—ABL Facility," "Description of Other Indebtedness—Term Loan Facility" and "Description of Notes—Certain Covenants—Limitation on Indebtedness." Our affiliated professional corporations will not be subject to the covenants governing our indebtedness.

        After giving effect to approximately $47 million of letters of credit issued under the ABL Facility, as of June 30, 2011, we were able to borrow approximately $303 million under the ABL Facility. All of these borrowings would be secured and would rank senior to the Notes and the subsidiary guarantees.

         The Notes are effectively subordinated to borrowings under the ABL Facility and the Term Loan Facility to the extent of the value of the assets securing such debt and structurally subordinated to the indebtedness and other liabilities of our non-guarantor subsidiaries.

        The Indenture permits us to incur certain secured indebtedness, including indebtedness under the Senior Secured Credit Facilities. All of the obligations under the Senior Secured Credit Facilities are guaranteed by the same subsidiaries that guarantee the Notes. In addition, the Senior Secured Credit Facilities are secured by substantially all of our assets and by substantially all of the assets of each subsidiary guarantor of the Senior Secured Credit Facilities, including the capital stock of each subsidiary guarantor of the Senior Secured Credit Facilities held by us or any other subsidiary guarantor and a lien on substantially all of our tangible and intangible assets and all of the tangible and intangible assets of each other subsidiary guarantor of the Senior Secured Credit Facilities, subject to certain exceptions. The Notes are not secured by any of our assets or those of our subsidiaries and therefore do not have the benefit of such collateral. Accordingly, if an event of default occurs under the Senior Secured Credit Facilities, the lenders under those facilities will have a superior right to our assets and the assets of the subsidiary guarantors, to the exclusion of the holders of the Notes, even if we are in default under the Notes. In that event, our assets and the assets of the subsidiary guarantors would first be used to repay in full all indebtedness and other obligations secured by them (including all indebtedness outstanding under the Senior Secured Credit Facilities), resulting in all or a portion of our assets being unavailable to satisfy the claims of the holders of the Notes. Further, if the lenders under the Senior Secured Credit Facilities foreclose and sell the pledged equity interests in any subsidiary guarantor of the Notes, then that subsidiary guarantor will be released from its guarantee of the Notes automatically and immediately upon the sale. If any of the foregoing events occur, we cannot assure you that there will be sufficient assets to pay amounts due on the Notes. The covenant described under "Description of Notes—Certain Covenants—Limitation on Liens" will not limit or establish conditions on our ability to secure indebtedness under the Senior Secured Credit Facilities.

        Payments on the Notes are required to be made only by us and the note guarantors. Accordingly, claims of holders of the Notes will be structurally subordinated to the claims of creditors of our non-guarantor subsidiaries, including trade creditors. All obligations of our non-guarantor subsidiaries will have to be satisfied before any of the assets of such subsidiaries would be available for distribution, upon liquidation or otherwise, to us or a subsidiary guarantor of the Notes. Furthermore, some of the non-guarantor subsidiaries are intended to be bankruptcy remote, and the assets held by them will not be available to our general creditors in a bankruptcy unless and until they are transferred to a non-bankruptcy remote entity.

22

        As of June 30, 2011, the Notes and subsidiary guarantees were effectively subordinated to approximately $1,436 million of secured indebtedness under the Senior Secured Credit Facilities. As of June 30, 2011, we had approximately $303 million available for future borrowings under the ABL Facility. As of June 30, 2011, our non-guarantor subsidiaries had no indebtedness and approximately $156 million of primarily insurance-related liabilities.

         We will require a significant amount of cash to service our indebtedness. The ability to generate cash or refinance our indebtedness as it becomes due depends on many factors, some of which are beyond our control.

        EMSC is a holding company, and as such has no independent operations or material assets other than its ownership of equity interests in its subsidiaries, and its subsidiaries' contractual arrangements with physicians and professional corporations, and it depends on its subsidiaries to distribute funds to it so that it may pay its obligations and expenses, including satisfying its obligations under the Notes. The ability of the Company to make scheduled payments on, or to refinance its respective obligations under, its indebtedness, including the Notes, and to fund planned capital expenditures and other corporate expenses will depend on the ability of its subsidiaries to make distributions, dividends or advances to it, which in turn will depend on their future operating performance and on economic, financial, competitive, legislative, regulatory and other factors and any legal and regulatory restrictions on the payment of distributions and dividends to which they may be subject. Many of these factors are beyond our control. We cannot assure you that our business will generate sufficient cash flow from operations, that currently anticipated cost savings and operating improvements will be realized or that future borrowings will be available to the Company in an amount sufficient to enable it to satisfy its respective obligations under its indebtedness or to fund its other needs. In order for the Company to satisfy its obligations under its indebtedness and fund planned capital expenditures, we must continue to execute our business strategy. If we are unable to do so, we may need to reduce or delay our planned capital expenditures or refinance all or a portion of our indebtedness on or before maturity. Significant delays in our planned capital expenditures may materially and adversely affect our future revenue prospects. In addition, we cannot assure you that we will be able to refinance any of our indebtedness, including the Notes and the Senior Secured Credit Facilities, on commercially reasonable terms or at all.

         The Indenture, the ABL Credit Agreement and the Term Loan Credit Agreement restrict our ability and the ability of most of our subsidiaries to engage in some business and financial transactions.

        Indenture.    The Indenture contains restrictive covenants that, among other things, limits our ability and the ability of our restricted subsidiaries to:

•

incur additional indebtedness or issue certain preferred shares;

•

pay dividends, redeem stock or make other distributions;

•

make investments;

•

create restrictions on the ability of our restricted subsidiaries to pay dividends to us or make other intercompany transfers;

•

create liens;

•

transfer or sell assets;

•

merge or consolidate;

•

enter into certain transactions with our affiliates; and

•

designate subsidiaries as unrestricted subsidiaries.

23

        Senior Secured Credit Facilities.    The ABL Credit Agreement and the Term Loan Credit Agreement will contain a number of covenants that limit our ability and the ability of our restricted subsidiaries to:

•

incur additional indebtedness;

•

declare dividends;

•

repurchase, prepay or redeem junior indebtedness (including the Notes);

•

redeem and repurchase capital stock;

•

incur additional liens;

•

sell assets;

•

agree to payment restrictions affecting our restricted subsidiaries;

•

make negative pledges;

•

consolidate, merge, sell or otherwise dispose of all or substantially all of our assets;

•

make investments;

•

enter into transactions with affiliates; and

•

designate any of our subsidiaries as unrestricted subsidiaries.

        The ABL Credit Agreement also contains other covenants customary for asset-based facilities of this nature. Our ability to borrow additional amounts under the Senior Secured Credit Facilities depends upon satisfaction of these covenants. Events beyond our control can affect our ability to meet these covenants.

        Our failure to comply with obligations under the Indenture, the ABL Credit Agreement and the Term Loan Credit Agreement may result in an event of default under that indenture or those credit agreements. A default, if not cured or waived, may permit acceleration of our indebtedness. We cannot be certain that we will have funds available to remedy these defaults. If our indebtedness is accelerated, we cannot be certain that we will have sufficient funds available to pay the accelerated indebtedness or that we will have the ability to refinance the accelerated indebtedness on terms favorable to us or at all.

         We may not have access to the cash flow and other assets of our subsidiaries that may be needed to make payment on the Notes.

        Our ability to make payments on the Notes is dependent on the earnings and the distribution of funds from our subsidiaries. All of our business is conducted through our subsidiaries. The ability of our subsidiaries to make distributions, dividends or advances to us will depend on their future operating performance and on economic, financial, competitive, legislative, regulatory and other factors and any legal and regulatory restrictions on the payment of distributions and dividends to which they may be subject. Under the terms of the Indenture, the ABL Credit Agreement and the Term Loan Credit Agreement, our subsidiaries will be permitted to incur additional indebtedness that may restrict or prohibit distributions, dividends or loans from those subsidiaries to us. We cannot assure you that the agreements governing the current and future indebtedness of our subsidiaries will permit our subsidiaries to provide us with sufficient dividends, distributions or loans to fund payments on the Notes when due.

        Furthermore, none of our existing or future foreign subsidiaries, any subsidiary subject to regulation as an insurance company, and our domestic subsidiaries that do not guarantee our indebtedness under the ABL and Term Loan Credit Facilities will guarantee the Notes. See

24

"Description of Notes—Subsidiary Guarantees." The Notes will be structurally subordinated to any future indebtedness and other liabilities of our non-guarantor subsidiaries. In the event of a bankruptcy, liquidation or reorganization of any of our non-guarantor subsidiaries, holders of their indebtedness and their trade creditors will generally be entitled to payment of claims from the assets of that subsidiary before any assets are or could be made available for distribution to us.

        As of June 30, 2011, our non-guarantor subsidiaries had no indebtedness. Our non-guarantor subsidiaries generated approximately 0% of our net revenues for the years ended December 31, 2008, 2009 and 2010, and held approximately 8% and 4% of our assets as of December 31, 2010 and June 30, 2011, respectively.

         Because each guarantor's liability under its guarantee of the Notes may be reduced to zero, avoided or released under certain circumstances, you may not receive any payments from some or all of the guarantors.

        Each of our domestic subsidiaries that is a guarantor under the Senior Secured Credit Facilities is a guarantor of the Notes. However, the guarantees are limited to the maximum amount that the guarantors are permitted to guarantee under applicable law. As a result, a guarantor's liability under a guarantee could be reduced to zero depending on the amount of other obligations of such entity. Further, under certain circumstances, a court under applicable fraudulent conveyance and transfer statutes or other applicable laws could void the obligations under a guarantee or subordinate the guarantee to other obligations of the guarantor. See "Our being subject to certain fraudulent transfer and conveyance statutes may have adverse implications for the holders of the Notes." In addition, you will lose the benefit of a particular guarantee if it is released under the circumstances described under "Description of Notes—Subsidiary Guarantee."

        As a result, an entity's liability under its guarantee could be materially reduced or eliminated depending upon the amounts of its other obligations and upon applicable laws. In particular, in certain jurisdictions, a guarantee issued by a company that is not in the company's corporate interests or where the burden of that guarantee exceeds the benefit to the company may not be valid and enforceable. It is possible that a creditor of an entity or the insolvency administrator in the case of an insolvency of an entity may contest the validity and enforceability of the guarantee and the applicable court may determine that the guarantee should be limited or voided. If any guarantees are deemed invalid or unenforceable, in whole or in part, or to the extent that agreed limitations on the guarantee apply, the Notes would be effectively subordinated to all liabilities of the applicable guarantor, including trade payables of such guarantor.

         If we or our subsidiaries default on our and their obligations to pay our and their indebtedness, we may not be able to make payments on the Notes.

        Any default under the agreements governing our or our subsidiaries' indebtedness, including a default under the Senior Secured Credit Facilities that is not waived by the required lenders, and the remedies sought by the holders of such indebtedness could make us unable to pay principal, premium, if any, and interest on the Notes when due and substantially decrease the market value of the Notes.

        If we or our subsidiaries are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, and interest on our indebtedness, or if we or they otherwise fail to comply with the various covenants in the instruments governing our or their indebtedness (including covenants in the Senior Secured Credit Facilities and the Indenture), we or they could be in default under the terms of the agreements governing such indebtedness. In the event of such default, the holders of such indebtedness could elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest, the lenders under the Senior Secured Credit Facilities could elect to terminate their commitments thereunder, cease making further loans and institute foreclosure proceedings against our assets, which

25

could further result in a cross-default or cross-acceleration of our debt issued under other instruments, and we could be forced into bankruptcy or liquidation. If amounts outstanding under the Senior Secured Credit Facilities, the Notes or other debt of our subsidiaries are accelerated, all our non-guarantor subsidiaries' debt and liabilities would be payable from our subsidiaries' assets, prior to any distributions of our subsidiaries' assets to pay interest and principal on the Notes, and we might not be able to repay or make any payments on the Notes.

         We may not be able to repurchase the Notes upon a change of control.

        Upon the occurrence of a change of control event specified in the Indenture, the Company will be required to offer to repurchase all outstanding Notes (unless otherwise redeemed) at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest and additional interest, if any, to the date of repurchase. It is possible, however, that we will not have sufficient funds available at the time of the change of control to make the required repurchase of Notes. Furthermore, restrictions in the ABL Credit Agreement and the Term Loan Credit Agreement do not allow those repurchases unless we have repaid the indebtedness under the Senior Secured Credit Facilities or received the requisite consent of the lenders under the Senior Secured Credit Facilities. We may be unable to repay all of that indebtedness or to obtain such consent. Any requirement to offer to repurchase outstanding Notes may therefore require us to refinance our other outstanding debt, which we may not be able to do on commercially reasonable terms, if at all. A change of control may constitute an event of default under the Senior Secured Credit Facilities. In addition, our failure to repurchase the Notes after a change of control in accordance with the terms of the Indenture would constitute an event of default under such indenture, which in turn would result in a default under the ABL Credit Agreement and the Term Loan Credit Agreement, resulting in the acceleration of the indebtedness represented by the Notes and under the Senior Secured Credit Facilities.

         Certain corporate events may not trigger a change of control event, in which case we will not be required to redeem the Notes.

        The Indenture permits us to engage in certain important corporate events, such as leveraged recapitalizations, that would increase indebtedness but would not constitute a "Change of Control" (as defined in "Description of Notes—Change of Control"). If we effected a leveraged recapitalization or other such non-change of control transaction that resulted in an increase in indebtedness, our ability to make payments on the Notes would be adversely affected. However, we would not be required to redeem the Notes, and you might be required to continue to hold your Notes, despite our decreased ability to meet our obligations under the Notes.

        The definition of Change of Control includes a disposition of "all or substantially all of our assets." Although there is a limited body of case law interpreting the phrase "substantially all," there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve a disposition of "substantially all" of our assets. As a result, it may be unclear as to whether a Change of Control has occurred and whether we are required to make an offer to repurchase the Notes. As noted below, under certain circumstances the sale or disposition of a Minority Business shall not at any time be deemed to constitute a disposition of "all or substantially all" of our assets.

         The terms of the Indenture include exceptions to certain covenants relating to a sale of a Minority Business.

        The terms of the Indenture include exceptions to certain covenants that apply in the event that a future sale or disposition (whether directly or indirectly, whether by sale or transfer of any such assets, or of any capital stock or other interest in any entity holding such assets, or by merger or consolidation or of any combination thereof, and whether in one or more transactions, or otherwise, including any

26

Minority Business Offering or any Minority Business Disposition (each as defined in the "Description of Notes")) of any business unit which represents less than 50% of our consolidated Adjusted EBITDA ("Minority Business"). Accordingly, we may sell or dispose of a Minority Business at any time subject to certain conditions. For important information regarding this exception and the applicable obligations and restrictions, see "Description of Notes—Change of Control," "Description of Notes—Certain Covenants—Merger and Consolidation" and "Description of Notes—Certain Definitions."

        If we sell or dispose of any such Minority Business, we may not receive any cash proceeds depending on the structure of such sale or disposition and to the extent cash proceeds are received we may be unable to reinvest the net proceeds of such sale in businesses or assets that produce similar net sales or earnings or Adjusted EBITDA. Accordingly, a sale of a Minority Business could adversely impact our operating results and financial performance, as well as the price, liquidity and ratings of the Notes. Such risks could be significant.

         An increase in interest rates would increase the cost of servicing our debt and could reduce our profitability.

        Our indebtedness under the ABL Facility will bear interest at variable rates, and, to the extent LIBOR exceeds 1.5%, our indebtedness under the Term Loan Facility bears interest at variable rates. As a result, increases in interest rates could increase the cost of servicing such debt and materially reduce our profitability and cash flows. As of June 30, 2011, assuming all ABL Facility revolving loans were fully drawn and LIBOR exceeded 1.5%, each one percentage point change in interest rates would result in approximately a $17.9 million change in annual interest expense on the Senior Secured Credit Facilities. The impact of such an increase would be more significant for us than it would be for some other companies because of our substantial debt.

         Federal and state fraudulent transfer laws may permit a court to void the Notes and/or the guarantees, and if that occurs, you may not receive any payments on the Notes.

        Federal and state fraudulent transfer and conveyance statutes may apply to the issuance of the Notes and the incurrence of the guarantees of the Notes. Under federal bankruptcy law and comparable provisions of state fraudulent transfer or conveyance laws, which may vary from state to state, the Notes or the guarantees thereof could be voided as a fraudulent transfer or conveyance if the Company or any of the Guarantors, as applicable, (a) issued the Notes or incurred the guarantee with the intent of hindering, delaying or defrauding creditors or (b) received less than reasonably equivalent value or fair consideration in return for either issuing the Notes or incurring the guarantee and, in the case of (b) only, one of the following is also true at the time thereof:

•

the Company or any of the Guarantors, as applicable, were insolvent or rendered insolvent by reason of the issuance of the Notes or the incurrence of the guarantee;

•

the issuance of the Notes or the incurrence of the guarantee left the Company or any of the Guarantors, as applicable, with an unreasonably small amount of capital or assets to carry on its business; or

•

the Company or any of the Guarantors intended to, or believed that the Company or such Guarantor would, incur debts beyond the Company's or such Guarantor's ability to pay as they mature.

        As a general matter, value is given for a transfer or an obligation if, in exchange for the transfer or obligation, property is transferred or a valid antecedent debt is satisfied. A court would likely find that a Guarantor did not receive reasonably equivalent value or fair consideration for its guarantee to the extent such Guarantor did not obtain a reasonably equivalent benefit from the issuance of the Notes.

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        We cannot be certain as to the standards a court would use to determine whether or not the Company or any of the Guarantors were insolvent at the relevant time or, regardless of the standard that a court uses, whether the Notes or the guarantees would be subordinated to the Company's or any of the Guarantors' other debt. In general, however, a court would deem an entity insolvent if:

•

the sum of its debts, including contingent and unliquidated liabilities, was greater than the fair saleable value of all of its assets;

•

the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or

•

it could not pay its debts as they became due.

        If a court were to find that the issuance of the Notes or the incurrence of a guarantee was a fraudulent transfer or conveyance, the court could void the payment obligations under the Notes or that guarantee, could subordinate the Notes or that guarantee to presently existing and future indebtedness of the Company or of the related Guarantor or could require the holders of the Notes to repay any amounts received with respect to that guarantee. In the event of a finding that a fraudulent transfer or conveyance occurred, you may not receive any repayment on the Notes.

        The indenture contains a "savings clause" intended to limit each subsidiary Guarantor's liability under its guarantee to the maximum amount that it could incur without causing the guarantee to be a fraudulent transfer under applicable law. There can be no assurance that this provision will be upheld as intended.

         A downgrade, suspension or withdrawal of the rating assigned by a rating agency to our company or the Notes, if any, could cause the liquidity or market value of the Notes to decline.

        The Notes have been rated by nationally recognized rating agencies and may in the future be rated by additional rating agencies. We cannot assure you that any rating assigned will remain for any given period of time or that a rating will not be lowered or withdrawn entirely by a rating agency if, in that rating agency's judgment, circumstances relating to the basis of the rating, such as adverse changes in our business, so warrant. Any downgrade, suspension or withdrawal of a rating by a rating agency (or any anticipated downgrade, suspension or withdrawal) could reduce the liquidity or market value of the Notes.

        Any future lowering of our ratings may make it more difficult or more expensive for us to obtain additional debt financing. If any credit rating initially assigned to the Notes is subsequently lowered or withdrawn for any reason, you may lose some or all of the value of your investment.

         If the lenders under the Senior Secured Credit Facilities release the guarantors or subsidiaries that are co-borrowers under the credit agreements for those facilities, those guarantors or subsidiaries that are co-borrowers will be released from their guarantees of the Notes.

        The lenders under the Senior Secured Credit Facilities have the discretion to release the guarantees or the obligations of the co-borrowers under the credit agreement for those facilities. If a subsidiary is no longer a guarantor of obligations or co-borrowers under the Senior Secured Credit Facilities or any other successor credit facilities that may be then outstanding, then the guarantee of the Notes by such subsidiary will be released automatically without action by, or consent of, any holder of the Notes or the trustee under the Indenture. See "Description of Notes—Subsidiary Guarantees." You will not have a claim as a creditor against any subsidiary that is no longer a guarantor of the Notes, and the indebtedness and other liabilities, including trade payables, whether secured or unsecured, of those subsidiaries will effectively be senior to claims of holders of the Notes.

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         Certain restrictive covenants in the Indenture will not apply during any time that the Notes achieve investment grade ratings.

        Most of the restrictive covenants in the Indenture will not apply during any time that the Notes achieve investment grade ratings from Moody's Investment Service, Inc. and Standard & Poor's, and no default or event of default has occurred. If these restrictive covenants cease to apply, we may take actions, such as incurring additional debt or making certain dividends or distributions, which would otherwise be prohibited under the Indenture. Ratings are given by these rating agencies based upon analyses that include many subjective factors. The investment grade ratings, if granted, may not reflect all of the factors that would be important to holders of the Notes.

Risks Related to Not Participating in the Exchange Offer

         You may have difficulty selling the Old Notes that you do not exchange.

        If you do not exchange your Old Notes for the New Notes offered in the exchange offer, your Old Notes will continue to be subject to significant restrictions on transfer. Those transfer restrictions are described in the Indenture and arose because the Old Notes were originally issued under exemptions from the registration requirements of the Securities Act.

        The Old Notes may not be offered, sold or otherwise transferred, except in compliance with the registration requirements of the Securities Act, pursuant to an exemption from registration under the Securities Act or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with applicable state securities laws. The Company did not register the Old Notes under the Securities Act, and it does not intend to do so. If you do not exchange your Old Notes, your ability to sell those Notes will be significantly limited.

        If a large number of outstanding Old Notes are exchanged for New Notes issued in the exchange offer, it may be more difficult for you to sell your unexchanged Old Notes due to the limited amounts of Old Notes that would remain outstanding following the exchange offer.

Risk Factors Related to Our Relationship with the CD&R Affiliates

         We are indirectly owned and controlled by the CD&R Affiliates, and their interests as equity holders may conflict with your interests as a holder of the Notes.

        We are indirectly owned and controlled by the CD&R Affiliates, who have the ability to control our policy and operations. The CD&R Affiliates control our board of directors, and thus are able to appoint new management and approve any action requiring the vote of our outstanding common stock, including amendments of our certificate of incorporation, mergers and sales of substantially all of our assets. The directors controlled by the CD&R Affiliates are also able to make decisions affecting our capital structure, including decisions to issue additional capital stock and incur additional debt. The interests of the CD&R Affiliates as stockholders may not in all cases be aligned with your interests as a holder of the Notes. For example, if we encounter financial difficulties or are unable to pay our debts as they mature, the interests of the CD&R Affiliates might conflict with your interests as a holder of the Notes. In addition, one or more of the CD&R Affiliates may have an interest in pursuing acquisitions, divestitures, financings or other transactions that, in their judgment, could enhance their equity investments, even though such a transaction might involve risks to you as a holder of the Notes. Furthermore, one or more of the CD&R Affiliates may in the future own businesses that directly or indirectly compete with us. One or more of the CD&R Affiliates may also pursue acquisition opportunities that may be complementary to our business, and as a result, those acquisition opportunities may not be available to us. We are party to a consulting agreement with CD&R and an indemnification agreement with CD&R and the CD&R Affiliates. See "Certain Relationships and Related Party Transaction—Post-Merger Relationships and Related Party Transactions."

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Risk Related to Our Business

         We could be subject to lawsuits for which we are not fully reserved.

        In recent years, physicians, hospitals and other participants in the healthcare industry have become subject to an increasing number of lawsuits alleging medical malpractice and related legal theories such as negligent hiring, supervision and credentialing. Similarly, ambulance transport services may result in lawsuits concerning vehicle collisions and personal injuries, patient care incidents or mistreatment and employee job-related injuries. Some of these lawsuits may involve large claim amounts and substantial defense costs.

        EmCare procures professional liability insurance coverage for most of its affiliated medical professionals and professional and corporate entities. Beginning January 1, 2002, this insurance coverage has been provided by affiliates of CNA Insurance Company, which then reinsures the entire program, primarily through EmCare's wholly owned subsidiary, EMCA. Workers compensation coverage for EmCare's employees and applicable affiliated medical professionals is provided under a similar structure for the period through August 31, 2007. From September 1, 2004 to the closing date of our acquisition of EmCare and AMR, AMR obtained insurance coverage for losses with respect to workers compensation, auto and general liability claims through Laidlaw's captive insurance program. In 2007, AMR transferred the Laidlaw insurance coverage to an insurance subsidiary of American International Group, Inc. ("AIG") and currently has a self-insurance program fronted by an unrelated third party for all of its insurance programs subsequent to September 1, 2001. AMR retains the risk of loss under this coverage. Under these insurance programs, we establish reserves, using actuarial estimates, for all losses covered under the policies. Moreover, in the normal course of our business, we are involved in lawsuits, claims, audits and investigations, including those arising out of our billing and marketing practices, employment disputes, contractual claims and other business disputes for which we may have no insurance coverage, and which are not subject to actuarial estimates. For further information, see "Business—Legal Proceedings" and note 7 to our unaudited consolidated financial statements included elsewhere in this prospectus. The outcome of these matters could have a material effect on our results of operations in the period when we identify the matter, and the ultimate outcome could have a material adverse effect on our financial position, results of operations, or cash flows.

        Our liability to pay for EmCare's insurance program losses is collateralized by funds held through EMCA and, to the extent these losses exceed the collateral and assets of EMCA or the limits of our insurance policies, will have to be funded by us. Should our AMR losses with respect to such claims exceed the collateral held by AMR's insurance providers in connection with our self-insurance program or the limits of our insurance policies, we will have to fund such amounts. See "Business—American Medical Response—Insurance" and "Business—EmCare—Insurance."

         We are subject to a variety of federal, state and local laws and regulatory regimes, including a variety of labor laws and regulations. Failure to comply with laws and regulations could subject us to, among other things, penalties and legal expenses which could have a materially adverse effect on our business.

        We are subject to various federal, state, and local laws and regulations including, but not limited to the Employee Retirement Income Security Act of 1974 ("ERISA") and regulations promulgated by the Internal Revenue Service, the United States Department of Labor and the Occupational Safety and Health Administration. We are also subject to a variety of federal and state employment and labor laws and regulations, including the Americans with Disabilities Act, the Federal Fair Labor Standards Act, the Worker Adjustment and Restructuring Notification Act, and other regulations related to working conditions, wage-hour pay, overtime pay, family leave, employee benefits, antidiscrimination, termination of employment, safety standards and other workplace regulations.

        Failure to properly adhere to these and other applicable laws and regulations could result in investigations, the imposition of penalties or adverse legal judgments by public or private plaintiffs, and

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our business, financial condition and results of operations could be materially adversely affected. Similarly, our business, financial condition and results of operations could be materially adversely affected by the cost of complying with newly-implemented laws and regulations.

        In addition, from time to time we have received, and expect to continue to receive, correspondence from former employees terminated by us who threaten to bring claims against us alleging that we have violated one or more labor and employment regulations. In certain instances former employees have brought claims against us and we expect that we will encounter similar actions against us in the future. An adverse outcome in any such litigation could require us to pay contractual damages, compensatory damages, punitive damages, attorneys' fees and costs.

         The reserves we establish with respect to our losses covered under our insurance programs are subject to inherent uncertainties.

        In connection with our insurance programs, we establish reserves for losses and related expenses, which represent estimates involving actuarial and statistical projections, at a given point in time, of our expectations of the ultimate resolution and administration costs of losses we have incurred in respect of our liability risks. Insurance reserves inherently are subject to uncertainty. Our reserves are based on historical claims, demographic factors, industry trends, severity and exposure factors and other actuarial assumptions calculated by an independent actuary firm. The independent actuary firm performs studies of projected ultimate losses on an annual basis and provides quarterly updates to those projections. We use these actuarial estimates to determine appropriate reserves. Our reserves could be significantly affected if current and future occurrences differ from historical claim trends and expectations. While we monitor claims closely when we estimate reserves, the complexity of the claims and the wide range of potential outcomes may hamper timely adjustments to the assumptions we use in these estimates. Actual losses and related expenses may deviate, individually and in the aggregate, from the reserve estimates reflected in our financial statements. If we determine that our estimated reserves are inadequate, we will be required to increase reserves at the time of the determination, which would result in a reduction in our net income in the period in which the deficiency is determined. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies—Claims Liability and Professional Liability Reserves" and note 15 to our audited financial statements included in this prospectus.

         Insurance coverage for some of our losses may be inadequate and may be subject to the credit risk of commercial insurance companies.

        Some of our insurance coverage is through various third party insurers. To the extent we hold policies to cover certain groups of claims or rely on insurance coverage obtained by third parties to cover such claims, but either we or such third parties did not obtain sufficient insurance limits, did not buy an extended reporting period policy, where applicable, or the issuing insurance company is unable or unwilling to pay such claims, we may be responsible for those losses. Furthermore, for our losses that are insured or reinsured through commercial insurance companies, we are subject to the "credit risk" of those insurance companies. While we believe our commercial insurance company providers currently are creditworthy, there can be no assurance that such insurance companies will remain so in the future.

         Volatility in market conditions could negatively impact insurance collateral balances and result in additional funding requirements.

        Our insurance collateral is comprised principally of government and investment grade securities and cash deposits with third parties. The volatility experienced in the market has not had a material impact to our financial position or performance. Future volatility could, however, negatively impact the insurance collateral balances and result in additional funding requirements.

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         We are subject to decreases in our revenue and profit margin under our fee-for-service contracts, where we bear the risk of changes in volume, payor mix and third party reimbursement rates.

        In our fee-for-service arrangements, which generated approximately 81% of our net revenue for the year ended December 31, 2010, we, or our affiliated physicians, collect the fees for transports and physician services provided. Under these arrangements, we assume financial risks related to changes in the mix of insured and uninsured patients and patients covered by government-sponsored healthcare programs, third party reimbursement rates and transports and patient volume. In some cases our revenue decreases if our volume or reimbursement decreases, but our expenses may not decrease proportionately. See "Risk Factors Related to Healthcare Regulation—Changes in the rates or methods of third party reimbursements may adversely affect our revenue and operations." In addition, fee-for-service contracts have less favorable cash flow characteristics in the start-up phase than traditional flat-rate contracts due to longer collection periods.

        We collect a smaller portion of our fees for services rendered to uninsured patients than for services rendered to insured patients. Our credit risk related to services provided to uninsured individuals is exacerbated because the law requires communities to provide 911 emergency response services and hospital emergency departments to treat all patients presenting to the emergency department seeking care for an emergency medical condition regardless of their ability to pay. We also believe uninsured patients are more likely to seek care at hospital emergency departments because they frequently do not have a primary care physician with whom to consult.

         We may not be able to successfully recruit and retain physicians and other healthcare professionals with the qualifications and attributes desired by us and our customers.

        Our ability to recruit and retain affiliated physicians and other healthcare professionals significantly affects our performance under our contracts. In the recent past, our customer hospitals have increasingly demanded a greater degree of specialized skills, training and experience in the healthcare professionals providing services under their contracts with us. This decreases the number of healthcare professionals who may be permitted to staff our contracts. Moreover, because of the scope of the geographic and demographic diversity of the hospitals and other facilities with which we contract, we must recruit healthcare professionals, and particularly physicians, to staff a broad spectrum of contracts. We have had difficulty in the past recruiting physicians to staff contracts in some regions of the country and at some less economically advantaged hospitals. Moreover, we compete with other entities to recruit and retain qualified physicians and other healthcare professionals to deliver clinical services. Our future success in retaining and winning new hospital contracts depends on our ability to recruit and retain healthcare professionals to maintain and expand our operations.

         Our non-compete agreements and other restrictive covenants involving physicians may not be enforceable.

        We have contracts with physicians and professional corporations in many states. Some of these contracts, as well as our contracts with hospitals, include provisions preventing these physicians and professional corporations from competing with us both during and after the term of our relationship with them. The law governing non-compete agreements and other forms of restrictive covenants varies from state to state. Some states are reluctant to strictly enforce non-compete agreements and restrictive covenants applicable to physicians. There can be no assurance that our non-compete agreements related to affiliated physicians and professional corporations will not be successfully challenged as unenforceable in certain states. In such event, we would be unable to prevent former affiliated physicians and professional corporations from competing with us, potentially resulting in the loss of some of our hospital contracts.

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         We are required to make capital expenditures for our ambulance services business in order to remain competitive.

        Our capital expenditure requirements primarily relate to maintaining and upgrading our vehicle fleet and medical equipment to serve our customers and remain competitive. The aging of our vehicle fleet requires us to make regular capital expenditures to maintain our current level of service. Our capital expenditures totaled $32 million, $45 million, and $49 million in the years ended December 31, 2008, 2009, and 2010, respectively. In addition, changing competitive conditions or the emergence of any significant advances in medical technology could require us to invest significant capital in additional equipment or capacity in order to remain competitive. If we are unable to fund any such investment or otherwise fail to invest in new vehicles or medical equipment, our business, financial condition or results of operations could be materially and adversely affected.

         We depend on our senior management and may not be able to retain those employees or recruit additional qualified personnel.

        We depend on our senior management. The loss of services of any of the members of our senior management could adversely affect our business until a suitable replacement can be found. There may be a limited number of persons with the requisite skills to serve in these positions, and we cannot assure you that we would be able to identify or employ such qualified personnel on acceptable terms.

         Our revenue would be adversely affected if we lose existing contracts.

        A significant portion of our growth historically has resulted from increases in the number of emergency and non-emergency transports, and the number of patient encounters and fees for services we provide under existing contracts, and the addition of new contracts. Substantially all of our net revenue in the year ended December 31, 2010 was generated under contracts, including exclusive contracts that accounted for approximately 86% of our 2010 net revenue. Our contracts with hospitals generally have terms of three years and the term of our contracts with communities to provide 911 services generally ranges from three to five years. Most of our contracts are terminable by either of the parties upon notice of as little as 30 days. Any of our contracts may not be renewed or, if renewed, may contain terms that are not as favorable to us as our current contracts. We cannot assure you that we will be successful in retaining our existing contracts or that any loss of contracts would not have a material adverse effect on our business, financial condition and results of operations. Furthermore, certain of our contracts will expire during each fiscal period, and we may be required to seek renewal of these contracts through a formal bidding process that often requires written responses to a Request for Proposal ("RFP"). We cannot assure you that we will be successful in retaining such contracts or that we will retain them on terms that are as favorable as present terms.

         We may not accurately assess the costs we will incur under new contracts.

        Our new contracts increasingly involve a competitive bidding process. When we obtain new contracts, we must accurately assess the costs we will incur in providing services in order to realize adequate profit margins and otherwise meet our financial and strategic objectives. Increasing pressures from healthcare payors to restrict or reduce reimbursement rates at a time when the costs of providing medical services continue to increase make assessing the costs associated with the pricing of new contracts, as well as maintenance of existing contracts, more difficult. In addition, integrating new contracts, particularly those in new geographic locations, could prove more costly, and could require more management time, than we anticipate. Our failure to accurately predict costs or to negotiate an adequate profit margin could have a material adverse effect on our business, financial condition and results of operations.

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         The high level of competition in our segments of the market for emergency medical services could adversely affect our contract and revenue base.

        EmCare.    The market for providing outsourced physician staffing and related management services to hospitals and clinics is highly competitive. Such competition could adversely affect our ability to obtain new contracts, retain existing contracts and increase or maintain profit margins. We compete with both national and regional enterprises such as Team Health, Hospital Physician Partners, The Schumacher Group, Sheridan Healthcare, California Emergency Physicians and National Emergency Services Healthcare Group, some of which may have greater financial and other resources available to them, greater access to physicians or greater access to potential customers. We also compete against local physician groups and self-operated facility-based physician services departments for satisfying staffing and scheduling needs.

        AMR.    The market for providing ambulance transport services to municipalities, other healthcare providers and third party payors is highly competitive. In providing ambulance transport services, we compete with governmental entities, including cities and fire districts, hospitals, local and volunteer private providers, and with several large national and regional providers such as Rural/Metro Corporation, Southwest Ambulance, Paramedics Plus and Acadian Ambulance. In many communities, our most important competitors are the local fire departments, which in many cases have acted traditionally as the first response providers during emergencies, and have been able to expand their scope of services to include emergency ambulance transport and do not wish to give up their franchises to a private competitor.

         Our business depends on numerous complex information systems, and any failure to successfully maintain these systems or implement new systems could materially harm our operations.

        We depend on complex, integrated information systems and standardized procedures for operational and financial information and our billing operations. We may not have the necessary resources to enhance existing information systems or implement new systems where necessary to handle our volume and changing needs. Furthermore, we may experience unanticipated delays, complications and expenses in implementing, integrating and operating our systems. Any interruptions in operations during periods of implementation would adversely affect our ability to properly allocate resources and process billing information in a timely manner, which could result in customer dissatisfaction and delayed cash flow. We also use the development and implementation of sophisticated and specialized technology to differentiate our services from our competitors and improve our profitability. The failure to successfully implement and maintain operational, financial and billing information systems could have an adverse effect on our ability to obtain new business, retain existing business and maintain or increase our profit margins.

         Disruptions in our disaster recovery systems or management continuity planning could limit our ability to operate our business effectively.

        Our information technology systems facilitate our ability to conduct our business. While we have disaster recovery systems and business continuity plans in place, any disruptions in our disaster recovery systems or the failure of these systems to operate as expected could, depending on the magnitude of the problem, adversely affect our operating results by limiting our capacity to effectively monitor and control our operations. Despite our implementation of a variety of security measures, our technology systems could be subject to physical or electronic break-ins, and similar disruptions from unauthorized tampering. In addition, in the event that a significant number of our management personnel were unavailable in the event of a disaster, our ability to effectively conduct business could be adversely affected.

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         We may not be able to adequately protect our intellectual property and other proprietary rights that are material to our business.

        Our ability to compete effectively depends in part upon our rights in trademarks, copyrights, other intellectual property and proprietary technology. Our use of contractual provisions, confidentiality procedures and agreements, and trademark, copyright, unfair competition, trade secret and other laws to protect our intellectual property and other proprietary rights may not be adequate. Litigation may be necessary to enforce our intellectual property rights and protect our proprietary technology, or to defend against claims by third parties that the conduct of our businesses or our use of intellectual property infringe their intellectual property rights. Any litigation or claims brought by or against us could result in substantial costs and diversion of our resources. A successful claim of trademark, copyright or other intellectual property infringement or misappropriation against us could prevent us from providing services, which could have a material adverse effect on our business, financial condition or results of operations.

         If we fail to implement our business strategy, our financial performance and our growth could be materially and adversely affected.

        Our future financial performance and success are dependent in large part upon our ability to implement our business strategy successfully. Our business strategy envisions several initiatives, including increasing revenue from existing customers, growing our customer base, expanding our existing service lines, pursuing select acquisitions, implementing cost rationalization and other productivity initiatives, focusing on risk mitigation and utilizing technology to differentiate our services and improve profitability. We may not be able to implement our business strategy successfully or achieve the anticipated benefits of our business plan. If we are unable to do so, our long-term growth and profitability may be adversely affected. Even if we are able to implement some or all of the initiatives of our business plan successfully, our operating results may not improve to the extent we anticipate, or at all.

        Implementation of our business strategy could also be affected by a number of factors beyond our control, such as increased competition, legal developments, government regulation, general economic conditions or increased operating costs or expenses. In addition, to the extent we have misjudged the nature and extent of industry trends or our competition, we may have difficulty in achieving our strategic objectives. Any failure to implement our business strategy successfully may adversely affect our business, financial condition and results of operations and thus our ability to service our debt. In addition, we may decide to alter or discontinue certain aspects of our business strategy at any time.

         The pro forma financial information in this prospectus may not be reflective of our operating results and financial conditions following the Transactions.

        The pro forma financial information included in this prospectus is derived from our historical consolidated financial statements. The preparation of this pro forma information is based upon certain assumptions and estimates. This pro forma information may not reflect what our results of operations, financial position and cash flows would have been had the Transactions and specified adjustments occurred during the periods presented or what our results of operations, financial position and cash flows will be in the future. The pro forma information contained in this prospectus is based on adjustments that our management believes are reasonable. Our estimate of these adjustments may differ from actual amounts.

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         A successful challenge by tax authorities to our treatment of certain physicians as independent contractors and to our tax elections could require us to pay past taxes and penalties.

        As of December 31, 2010, we contracted with approximately 3,460 physicians as independent contractors to fulfill our contractual obligations to customers. Because we treat them as independent contractors rather than as employees, we do not (i) withhold federal or state income or other employment related taxes from the compensation that we pay to them, (ii) make federal or state unemployment tax or Federal Insurance Contributions Act payments (except as described below), (iii) provide workers compensation insurance with respect to such affiliated physicians (except in states that require us to do so even for independent contractors), or (iv) allow them to participate in benefits and retirement programs available to employed physicians. Our contracts with our independent contractor physicians obligate these physicians to pay these taxes and other costs. Whether these physicians are properly classified as independent contractors depends upon the facts and circumstances of our relationship with them. It is possible that the nature of our relationship with these physicians would support a challenge to our classification of them. If such a challenge by federal or state taxing authorities was successful, and the physicians at issue were instead treated as employees, we could be adversely affected and liable for past taxes and penalties to the extent that the physicians did not fulfill their contractual obligations to pay those taxes. Under current federal tax law, however, even if our treatment were successfully challenged, if our current treatment were found to be consistent with a long-standing practice of a significant segment of our industry and we meet certain other requirements, it is possible, but not certain, that our treatment of the physicians would qualify under a "safe harbor" and, consequently, we would be protected from the imposition of past taxes and penalties. In the recent past, however, there have been proposals to eliminate the safe harbor and similar proposals could be made in the future.

        We have made certain elections for income tax purposes and recorded related tax deductions that while we feel are probable of being upheld, may be challenged by the taxing authorities.

         We may make acquisitions which could divert the attention of management and which may not be integrated successfully into our existing business.

        We may pursue acquisitions to increase our market penetration, enter new geographic markets and expand the scope of services we provide. We have evaluated and expect to continue to evaluate possible acquisitions on an ongoing basis. We cannot assure you that we will identify suitable acquisition candidates, acquisitions will be completed on acceptable terms, our due diligence process will uncover all potential liabilities or issues affecting our integration process, we will not incur break-up, termination or similar fees and expenses, or we will be able to integrate successfully the operations of any acquired business into our existing business. Furthermore, acquisitions into new geographic markets and services may require us to comply with new and unfamiliar legal and regulatory requirements, which could impose substantial obligations on us and our management, cause us to expend additional time and resources, and increase our exposure to penalties or fines for non-compliance with such requirements. The acquisitions could be of significant size and involve operations in multiple jurisdictions. The acquisition and integration of another business would divert management attention from other business activities. This diversion, together with other difficulties we may incur in integrating an acquired business, could have a material adverse effect on our business, financial condition and results of operations. In addition, we may borrow money to finance acquisitions. Such borrowings might not be available on terms as favorable to us as our current borrowing terms and may increase our leverage.

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         Many of our employees are represented by labor unions and any work stoppage could adversely affect our business.

        Approximately 48% of AMR's employees are represented by 39 active collective bargaining agreements. A total of 12 active and 3 new collective bargaining agreements, representing approximately 4,200 employees, are in the negotiation process in 2011. Although we believe our relations with our employees are good, we cannot assure you that we will be able to negotiate a satisfactory renewal of these collective bargaining agreements or that our employee relations will remain stable.

         Our consolidated revenue and earnings could vary significantly from period to period due to our national contract with the Federal Emergency Management Agency.

        Our revenue and earnings under our national contract with FEMA are likely to vary significantly from period to period. In the first four years of the FEMA contract, our annual revenues from services rendered under this contract have varied by approximately $107 million. In its present form, the contract generates revenue for us only in the event of a national emergency and then only if FEMA exercises its broad discretion to order a deployment. Our FEMA revenue therefore depends largely on circumstances outside of our control. We therefore cannot predict the revenue and earnings, if any, we may generate in any given period from our FEMA contract. This may lead to increased volatility in our actual revenue and earnings period to period.

         We may be required to enter into large scale deployment of resources in response to a national emergency under our contract with FEMA, which may divert management attention and resources.

        We do not believe that a FEMA deployment adversely affects our ability to service our local 911 contracts. However, any significant FEMA deployment requires significant management attention and could reduce our ability to pursue other local transport opportunities, such as inter-facility transports, and to pursue new business opportunities, which could have an adverse effect on our business and results of operations.

Risk Factors Related to Healthcare Regulation

         We conduct business in a heavily regulated industry and if we fail to comply with these laws and government regulations, we could incur penalties or be required to make significant changes to our operations.

        The healthcare industry is heavily regulated and closely scrutinized by federal, state and local governments. Comprehensive statutes and regulations govern the manner in which we provide and bill for services, our contractual relationships with our physicians, vendors and customers, our marketing activities and other aspects of our operations. Failure to comply with these laws can result in civil and criminal penalties such as fines, damages and exclusion from the Medicare and Medicaid programs. The risk of our being found in violation of these laws and regulations is increased by the fact that many of them have not been fully interpreted by the regulatory authorities or the courts, and their provisions are sometimes open to a variety of interpretations. Any action against us for violation of these laws or regulations, even if we successfully defend against it, could cause us to incur significant legal expenses and divert our management's attention from the operation of our business.

        Our practitioners and our customers are also subject to ethical guidelines and operating standards of professional and trade associations and private accreditation agencies. Compliance with these guidelines and standards is often required by our contracts with our customers or to maintain our reputation.

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        The laws, regulations and standards governing the provision of healthcare services may change significantly in the future. We cannot assure you that any new or changed healthcare laws, regulations or standards will not materially adversely affect our business. We cannot assure you that a review of our business by judicial, law enforcement, regulatory or accreditation authorities will not result in a determination that could adversely affect our operations.

         We are subject to comprehensive and complex laws and rules that govern the manner in which we bill and are paid for our services by third party payors, and the failure to comply with these rules, or allegations that we have failed to do so, can result in civil or criminal sanctions, including exclusion from federal and state healthcare programs.

        Like most healthcare providers, the majority of our services are paid for by private and governmental third party payors, such as Medicare and Medicaid. These third party payors typically have differing and complex billing and documentation requirements that we must meet in order to receive payment for our services. Reimbursement to us is typically conditioned on our providing the correct procedure and diagnostic codes and properly documenting the services themselves, including the level of service provided, the medical necessity for the services, the site of service and the identity of the practitioner who provided the service.

        We must also comply with numerous other laws applicable to our documentation and the claims we submit for payment, including but not limited to (1) "coordination of benefits" rules that dictate which payor we must bill first when a patient has potential coverage from multiple payors; (2) requirements that we obtain the signature of the patient or patient representative, or, in certain cases, documentation, prior to submitting a claim; (3) requirements that we make repayment to any payor which pays us more than the amount to which we are entitled; (4) requirements that we bill a hospital or nursing home, rather than Medicare, for certain ambulance transports provided to Medicare patients of such facilities; (5) "reassignment" rules governing our ability to bill and collect professional fees on behalf of our physicians; (6) requirements that our electronic claims for payment be submitted using certain standardized transaction codes and formats; and (7) laws requiring us to handle all health and financial information of our patients in a manner that complies with specified security and privacy standards. See "Business—Regulatory Matters—Medicare, Medicaid and Other Government Reimbursement Programs."

        Governmental and private third party payors and other enforcement agencies carefully audit and monitor our compliance with these and other applicable rules, and in some cases in the past have found that we were not in compliance. We have received in the past, and expect to receive in the future, repayment demands from third party payors based on allegations that our services were not medically necessary, were billed at an improper level, or otherwise violated applicable billing requirements. Our failure to comply with the billing and other rules applicable to us could result in non-payment for services rendered or refunds of amounts previously paid for such services. In addition, non-compliance with these rules may cause us to incur civil and criminal penalties, including fines, imprisonment and exclusion from government healthcare programs such as Medicare and Medicaid, under a number of state and federal laws. These laws include the federal False Claims Act, the Civil Monetary Penalties Law, the Health Insurance Portability and Accountability Act of 1996, the federal Anti-Kickback Statute and other provisions of federal, state and local law. The federal False Claims Act and the Anti-Kickback Statute were both recently amended in a manner which makes it easier for the government to demonstrate that a violation has occurred.

        In addition, from time to time we self-identify practices that may have resulted in Medicare or Medicaid overpayments or other regulatory issues. For example, we have previously identified situations in which we may have inadvertently utilized incorrect billing codes for some of the services we have billed to government programs such as Medicare or Medicaid. In such cases, if appropriate, it is our practice to disclose the issue to the affected government programs and to refund any resulting

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overpayments. Although the government usually accepts such disclosures and repayments without taking further enforcement action, it is possible that such disclosures or repayments will result in allegations by the government that we have violated the False Claims Act or other laws, leading to investigations and possibly civil or criminal enforcement actions. See "Business—Regulatory Matters—Corporate Compliance Program and Corporate Integrity Obligations."

        If our operations are found to be in violation of these or any of the other laws which govern our activities, any resulting penalties, damages, fines or other sanctions could adversely affect our ability to operate our business and our financial results. See "Business—Regulatory Matters—Federal False Claims Act" and "Business—Other Federal Healthcare Fraud and Abuse Laws."

         Under recently enacted amendments to federal privacy law, we are subject to more stringent penalties in the event we improperly use or disclose protected health information regarding our patients.

        The Administrative Simplification Provisions of the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") required the Department of Health and Human Services ("HHS") to adopt standards to protect the privacy and security of certain health-related information. The HIPAA privacy regulations contain detailed requirements concerning the use and disclosure of individually identifiable health information by "covered entities," which include EmCare and AMR.

        In addition to the privacy requirements, HIPAA covered entities must implement certain administrative, physical, and technical security standards to protect the integrity, confidentiality and availability of certain electronic health information received, maintained, or transmitted. HIPAA also implemented the use of standard transaction code sets and standard identifiers that covered entities must use when submitting or receiving certain electronic healthcare transactions, including activities associated with the billing and collection of healthcare claims.

        The Health Information Technology for Economic and Clinical Health Act (the "HITECH Act"), which was enacted as part of the ARRA, significantly expands the scope of the privacy and security requirements under HIPAA and increases penalties for violations. Prior to the HITECH Act, the focus of HIPAA enforcement was on resolution of alleged non-compliance through voluntary corrective action without fines or penalties in most cases. That focus changed under the HITECH Act, which now imposes mandatory penalties for violations of HIPAA that are due to "willful neglect." For violations due to willful neglect, penalties start at $10,000 and are not to exceed $250,000. For violations due to willful neglect that are not corrected, penalties start at $50,000 and are not to exceed $1.5 million. For violations based on reasonable cause, penalties start at $1,000 per violation and are not to exceed $100,000. For violations determined to be made without knowledge, penalties start at $100 per violation and are not to exceed $25,000. The HITECH Act specifically allows the HHS Office for Civil Rights ("HHS-OCR") to continue to use corrective action without a penalty, but only in situations where the violation was made without knowledge. In February 2011, HHS-OCR for the first time exercised its authority to impose civil monetary penalties, imposing significant fines on two different covered entities for HIPAA violations, signaling an increase in HIPAA enforcement action and a departure from the prior model of voluntary corrective action. The HITECH Act also authorized state attorneys general to file suit on behalf of their residents. Courts will be able to award damages, costs and attorneys' fees related to violations of HIPAA in such cases.

        The HITECH Act and implementing regulations enacted by HHS further require that patients be notified of any unauthorized acquisition, access, use, or disclosure of their unsecured protected health information ("Unsecured PHI") that compromises the privacy or security of such information, with some exceptions related to unintentional or inadvertent use or disclosure by employees or authorized individuals within the "same facility." The HITECH Act and implementing regulations specify that such notifications must be made "without unreasonable delay and in no case later than 60 calendar days after discovery of the breach." If a breach affects 500 patients or more, it must be reported

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immediately to HHS, which will post the name of the breaching entity on its public web site. Breaches affecting 500 patients or more in the same state or jurisdiction must be reported to the local media. If a breach involves fewer than 500 people, the covered entity must record it in a log and notify HHS at least annually. The security breach notification requirements apply not only to unauthorized disclosures of Unsecured PHI to outside third parties, but also to unauthorized internal access to such PHI. This means that unauthorized employee "snooping" into medical records could trigger the notification requirements. These security breach notification requirements became effective on September 23, 2009, but HHS has indicated it will not exercise its enforcement discretion and will not impose sanctions for failure to provide notifications for breaches occurring prior to February 22, 2010.

        Many states in which we operate also have laws that protect the privacy and security of confidential, personal information. These laws may be similar to or even more protective than the federal provisions. Not only may some of these state laws impose fines and penalties upon violators, but some may afford private rights of action to individuals who believe their personal information has been misused. California's patient privacy laws, for example, provide for penalties of up to $250,000 and permit injured parties to sue for damages.

         The recent healthcare reform legislation and other changes in the healthcare industry and in healthcare spending may adversely affect our revenue.

        Almost all of our revenue is either from the healthcare industry or could be affected by changes in healthcare spending and policy. The healthcare industry is subject to changing political, regulatory and other influences. In March 2010, the President signed into law the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Affordability Reconciliation Act (collectively, the "PPACA"), commonly referred to as "the healthcare reform legislation," which made major changes in how health care is delivered and reimbursed. The PPACA, among other things, increases the number of individuals with Medicaid coverage, implements reimbursement policies that tie payment to quality, facilitates the creation of "accountable care organizations" that may use capitation and other alternative payment methodologies, increases enforcement of fraud and abuse laws, and encourages the use of information technology. Many of these changes will not go into effect until future years and many require implementing regulations which have not yet been drafted. In addition, a number of states have challenged the constitutionality of certain provisions of PPACA, and many of these challenges are still pending final adjudication in several jurisdictions. Congress has also proposed a number of legislative initiatives, including possible repeal of PPACA. At this time, it remains unclear whether there will be any changes made to PPACA, whether to certain provisions or its entirety. Further, as to implementation of PPACA, while it is too soon to accurately predict the full impact of these and other health reform measures on our business, they could potentially have major impacts, both positive and negative.

         If we are unable to timely enroll our providers in the Medicare program, our collections and revenue will be harmed.

        The 2009 Medicare Physician Fee Schedule rule substantially reduced the time within which providers can retrospectively bill Medicare for services provided by such providers from 27 months prior to the effective date of the enrollment to 30 days prior to the effective date of the enrollment. In addition, the new enrollment rules also provide that the effective date of the enrollment will be the later of the date on which the enrollment was filed and approved by the Medicare contractor, or the date on which the provider began providing services. If we are unable to properly enroll physicians and midlevel providers within the 30 days after the provider begins providing services, we will be precluded from billing Medicare for any services which were provided to a Medicare beneficiary more than 30 days prior to the effective date of the enrollment. Such failure to timely enroll providers could have a material adverse effect on our business, financial condition or results of operations.

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         If current or future laws or regulations force us to restructure our arrangements with physicians, professional corporations and hospitals, we may incur additional costs, lose contracts and suffer a reduction in net revenue under existing contracts, and we may need to refinance our debt or obtain debt holder consent.

        A number of laws bear on our relationships with our physicians. There is a risk that state authorities in some jurisdictions may find that our contractual relationships with our physicians violate laws prohibiting the corporate practice of medicine and fee-splitting. These laws generally prohibit the practice of medicine by lay entities or persons and are intended to prevent unlicensed persons or entities from interfering with or inappropriately influencing the physician's professional judgment. They may also prevent the sharing of professional services income with non-professional or business interests. From time to time, including recently, we have been involved in litigation in which private litigants have raised these issues. See "Business—Regulatory Matters—Fee-Splitting; Corporate Practice of Medicine."

        Our physician contracts include contracts with individual physicians and with physicians organized as separate legal professional entities (e.g., professional medical corporations). Antitrust laws may deem each such physician/entity to be separate, both from EmCare and from each other and, accordingly, each such physician/practice is subject to a wide range of laws that prohibit anti-competitive conduct between or among separate legal entities or individuals. A review or action by regulatory authorities or the courts could force us to terminate or modify our contractual relationships with physicians and affiliated medical groups or revise them in a manner that could be materially adverse to our business. See "Business—Regulatory Matters—Antitrust Laws."

        Various licensing and certification laws, regulations and standards apply to us, our affiliated physicians and our relationships with our affiliated physicians. Failure to comply with these laws and regulations could result in our services being found to be non-reimbursable or prior payments being subject to recoupment, and can give rise to civil or criminal penalties. We are pursuing steps we believe we must take to retain or obtain all requisite licensure and operating authorities. While we have made reasonable efforts to substantially comply with federal, state and local licensing and certification laws and regulations and standards as we interpret them, we cannot assure you that agencies that administer these programs will not find that we have failed to comply in some material respects.

        EmCare's professional liability insurance program, under which insurance is provided for most of our affiliated medical professionals and professional and corporate entities, is reinsured through our wholly owned subsidiary, EMCA. The activities associated with the business of insurance, and the companies involved in such activities, are closely regulated. Failure to comply with the laws and regulations can result in civil and criminal fines and penalties and loss of licensure. While we have made reasonable efforts to substantially comply with these laws and regulations, and utilize licensed insurance professionals where necessary or appropriate, we cannot assure you that we will not be found to have violated these laws and regulations in some material respects.

        Adverse judicial or administrative interpretations could result in a finding that we are not in compliance with one or more of these laws and rules that affect our relationships with our physicians.

        These laws and rules, and their interpretations, may also change in the future. Any adverse interpretations or changes could force us to restructure our relationships with physicians, professional corporations or our hospital customers, or to restructure our operations. This could cause our operating costs to increase significantly. A restructuring could also result in a loss of contracts or a reduction in revenue under existing contracts. Moreover, if we are required to modify our structure and organization to comply with these laws and rules, our financing agreements may prohibit such modifications and require us to obtain the consent of the holders of such debt or require the refinancing of such debt.

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         Our relationships with healthcare providers, facilities and marketing practices are subject to the federal Anti-Kickback Statute and similar state laws, and we entered into a settlement in 2006 for alleged violations of the Anti-Kickback Statute.

        We are subject to the federal Anti-Kickback Statute, which prohibits the knowing and willful offer, payment, solicitation or receipt of any form of "remuneration" in return for, or to induce, the referral of business or ordering of services paid for by Medicare or other federal programs. "Remuneration" has been broadly interpreted to mean anything of value, including, for example, gifts, discounts, credit arrangements, and in-kind goods or services, as well as cash. Certain federal courts have held that the Anti-Kickback Statute can be violated if "one purpose" of a payment is to induce referrals. The Anti-Kickback Statute is broad and prohibits many arrangements and practices that are lawful in businesses outside of the healthcare industry. Violations of the Anti-Kickback Statute can result in imprisonment, civil or criminal fines or exclusion from Medicare and other governmental programs. Recognizing that the federal Anti-Kickback Statute is broad, Congress authorized the Office of Inspector General of the Department of Health and Human Services (the "OIG") to issue a series of regulations, known as "safe harbors." These safe harbors set forth requirements that, if met in their entirety, will assure healthcare providers and other parties that they will not be prosecuted under the Anti-Kickback Statute. The failure of a transaction or arrangement to fit precisely within one or more safe harbors does not necessarily mean that it is illegal, or that prosecution will be pursued. However, conduct and business arrangements that do not fully satisfy each applicable safe harbor may result in increased scrutiny by government enforcement authorities, such as the OIG.

        In 1999, the OIG issued an Advisory Opinion indicating that discounts provided to health facilities on the transports for which they are financially responsible potentially violate the Anti-Kickback Statute when the ambulance company also receives referrals of Medicare and other government-funded transports from the facility. The OIG has clarified that not all discounts violate the Anti-Kickback Statute, but that the statute may be violated if part of the purpose of the discount is to induce the referral of the transports paid for by Medicare or other federal programs, and the discount does not meet certain "safe harbor" conditions. In the Advisory Opinion and subsequent pronouncements, the OIG has provided guidance to ambulance companies to help them avoid unlawful discounts. See "Business—Regulatory Matters—Federal Anti-Kickback Statute."

        Like other ambulance companies, we have provided discounts to our healthcare facility customers (nursing home and hospital) in certain circumstances. We have attempted to comply with applicable law when such discounts are provided. However, the government alleged that certain of our hospital and nursing home contracts in effect in Texas prior to 2002 contained discounts in violation of the federal Anti-Kickback Statute, and in 2006 we entered into a settlement with the government regarding these allegations. The settlement included a Corporate Integrity Agreement ("CIA").

        There can be no assurance that other investigations or legal action related to our contracting practices will not be pursued against AMR in other jurisdictions or for different time frames. See "Business—Legal Proceedings." Many states have adopted laws similar to the federal Anti-Kickback Statute. Some of these state prohibitions apply to referral of patients for healthcare items or services reimbursed by any payor, not only the Medicare and Medicaid programs, and do not contain identical safe harbors. Additionally, we could be subject to private actions brought pursuant to the False Claims Act's "whistleblower" or "qui tam" provisions which, among other things, allege that our practices or relationships violate the Anti-Kickback Statute. The False Claims Act imposes liability on any person or entity who, among other things, knowingly presents, or causes to be presented, a false or fraudulent claim for payment by a federal healthcare program. The qui tam provisions of the False Claims Act allow a private individual to bring actions on behalf of the federal government alleging that the defendant has submitted a false claim to the federal government, and to share in any monetary recovery. In recent years, the number of suits brought by private individuals has increased dramatically. In addition, various states have enacted false claim laws analogous to the False Claims Act. Many of

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these state laws apply where a claim is submitted to any third party payor and not merely a federal healthcare program. There are many potential bases for liability under these false claim statutes. Liability arises, primarily, when an entity knowingly submits, or causes another to submit, a false claim for reimbursement. Pursuant to changes in the PPACA, a claim resulting from a violation of the Anti-Kickback Statute can constitute a false or fraudulent claim for purposes of the federal False Claims Act.

        If we are found to have violated the Anti-Kickback Statute or a similar state statute, we may be subject to civil and criminal penalties, including exclusion from the Medicare or Medicaid programs, or may be required to enter into settlement agreements with the government to avoid such sanctions. Typically, such settlement agreements require substantial payments to the government in exchange for the government to release its claims, and may also require us to enter into a CIA. See "Business—Regulatory Matters—Corporate Compliance Program and Corporate Integrity Obligations."

        In addition to AMR's contracts with healthcare facilities, other marketing practices or transactions entered into by EmCare and AMR may implicate the Anti-Kickback Statute. Although we have attempted to structure our past and current marketing initiatives and business relationships to comply with the Anti-Kickback Statute, we cannot assure you that we will not have to defend against alleged violations from private or public entities or that the OIG or other authorities will not find that our marketing practices and relationships violate the statute.

         Changes in our ownership structure and operations require us to comply with numerous notification and reapplication requirements in order to maintain our licensure, certification or other authority to operate, and failure to do so, or an allegation that we have failed to do so, can result in payment delays, forfeiture of payment or civil and criminal penalties.

        We and our affiliated physicians are subject to various federal, state and local licensing and certification laws with which we must comply in order to maintain authorization to provide, or receive payment for, our services. For example, Medicare and Medicaid require that we complete and periodically update enrollment forms in order to obtain and maintain certification to participate in programs. Compliance with these requirements is complicated by the fact that they differ from jurisdiction to jurisdiction, and in some cases are not uniformly applied or interpreted even within the same jurisdiction. Failure to comply with these requirements can lead not only to delays in payment and refund requests, but in extreme cases can give rise to civil or criminal penalties.

        In certain jurisdictions, changes in our ownership structure require pre- or post-notification to governmental licensing and certification agencies, or agencies with which we have contracts. Relevant laws in some jurisdictions may also require re-application or re-enrollment and approval to maintain or renew our licensure, certification, contracts or other operating authority. The change in corporate structure and ownership in connection with our initial public offering required us to give notice, re-enroll or make other applications for authority to continue operating in various jurisdictions or to continue receiving payment from their Medicaid or other payment programs. The extent of such notices and filings may vary in each jurisdiction in which we operate, although those regulatory entities requiring notification generally request factual information regarding the new corporate structure and new ownership composition of the operating entities that hold the applicable licensing and certification.

        While we have made reasonable efforts to substantially comply with these requirements, we cannot assure you that the agencies that administer these programs or have awarded us contracts will not find that we have failed to comply in some material respects. A finding of non-compliance and any resulting payment delays, refund demands or other sanctions could have a material adverse effect on our business, financial condition or results of operations.

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         If we fail to comply with the terms of our settlement agreements with the government, we could be subject to additional litigation or other governmental actions which could be harmful to our business.

        In the last five years, we have entered into two settlement agreement with the United States government. In September 2006, AMR entered into a settlement agreement to resolve allegations that AMR subsidiaries provided discounts to healthcare facilities in Texas in periods prior to 2002 in violation of the Federal Anti-Kickback Statute. In May 2011, AMR entered into a settlement agreement with the DOJ and a corporate integrity agreement with the OIG to resolve allegations that AMR subsidiaries submitted claims for reimbursement in periods dating back to 2000. The government believed such claims lacked support for the level billed in violation of the False Claims Act.

        In connection with the September 2006 settlement for AMR, we entered into a CIA which requires us to maintain a compliance program which includes the training of employees and safeguards involving our contracting process nationwide (including tracking of contractual arrangements in Texas). See "Business—Regulatory Matters—Corporate Compliance Program and Corporate Integrity Obligations."

        In December 2006, AMR received a subpoena from the DOJ. The subpoena requested copies of documents for the period from January 2000 through the present. The subpoena required us to produce a broad range of documents relating to the operations of certain AMR affiliates in New York. We produced documents responsive to the subpoena. The government identified claims for reimbursement that the government believes lack support for the level billed, and invited us to respond to the identified areas of concern. We reviewed the information provided by the government and provided our response. On May 20, 2011, AMR entered into a settlement agreement with the DOJ and a corporate integrity agreement with the OIG in connection with this matter. Under the terms of the settlement, AMR paid $2.7 million to the federal government. We entered into the settlement in order to avoid the uncertainties of litigation, and have not admitted any wrongdoing.

        In connection with the May 2011 settlement for AMR, we entered into a CIA with the OIG which requires us to maintain a compliance program. This program includes, among other elements, the appointment of a compliance officer and committee, training of employees nationwide, safeguards for our billing operations as they relate to services provided in New York, including specific training for operations and billing personnel providing services in New York, review by an independent review organization and reporting of certain reportable events.

        We cannot assure you that the CIAs or the compliance program we have initiated have prevented, or will prevent, any repetition of the conduct or allegations that were the subject of these settlement agreements, or that the government will not raise similar allegations in other jurisdictions or for other periods of time. If such allegations are raised, or if we fail to comply with the terms of the CIAs, we may be subject to fines and other contractual and regulatory remedies specified in the CIAs or by applicable laws, including exclusion from the Medicare program and other federal and state healthcare programs. Such actions could have a material adverse effect on the conduct of our business, our financial condition or our results of operations.

         If we are unable to effectively adapt to changes in the healthcare industry, our business may be harmed.

        Political, economic and regulatory influences are subjecting the healthcare industry in the United States to fundamental change. Sweeping healthcare reform legislation was signed into law last year and is currently in the early implementation stages. See "Risk Factors Related to Healthcare Regulation—The recent healthcare reform legislation and other changes in the healthcare industry and in healthcare spending may adversely affect our revenue." We anticipate that Congress and state legislatures may continue to review and assess alternative healthcare delivery and payment systems and may in the future propose and adopt legislation effecting fundamental changes in the healthcare delivery system.

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        We cannot assure you as to the ultimate content, timing or effect of changes, nor is it possible at this time to estimate the impact of potential legislation. Further, it is possible that future legislation enacted by Congress or state legislatures could adversely affect our business or could change the operating environment of our customers. It is possible that changes to the Medicare or other government reimbursement programs may serve as precedent to similar changes in other payors' reimbursement policies in a manner adverse to us. Similarly, changes in private payor reimbursement programs could lead to adverse changes in Medicare and other government payor programs which could have a material adverse effect on our business, financial condition or results of operations.

         Changes in the rates or methods of third party reimbursements may adversely affect our revenue and operations.

        We derive a majority of our revenue from direct billings to patients and third party payors such as Medicare, Medicaid and private health insurance companies. As a result, any changes in the rates or methods of reimbursement for the services we provide could have a significant adverse impact on our revenue and financial results. Healthcare reform legislation enacted last year by Congress resulted in substantial changes in Medicare and Medicaid coverage and reimbursement, as well as changes in coverage or amounts paid by private payors, which could have an adverse impact on our revenues from those sources.

        In addition to changes from healthcare reform legislation, government funding for healthcare programs is subject to statutory and regulatory changes, administrative rulings, interpretations of policy and determinations by intermediaries and governmental funding restrictions, all of which could materially impact program coverage and reimbursements for both ambulance and physician services. In recent years, Congress has consistently attempted to curb spending on Medicare, Medicaid and other programs funded in whole or part by the federal government. State and local governments have also attempted to curb spending on those programs for which they are wholly or partly responsible. This has resulted in cost containment measures such as the imposition of new fee schedules that have lowered reimbursement for some of our services and restricted the rate of increase for others, and new utilization controls that limit coverage of our services. For example, we estimate that the impact of a national fee schedule promulgated in 2002, as modified by subsequent legislation, resulted in an increase in AMR's net revenue of approximately $14 million in 2008, an increase in AMR's net revenue of approximately $24 million in 2009, and a decrease in AMR's net revenue of approximately $18 million in 2010. Based upon the current Medicare transport mix and barring further legislative action, we expect a potential increase in AMR's net revenue of less than $1 million for 2011.

        In addition, state and local government regulations or administrative policies regulate ambulance rate structures in some jurisdictions in which we conduct transport services. We may be unable to receive ambulance service rate increases on a timely basis where rates are regulated, or to establish or maintain satisfactory rate structures where rates are not regulated.

        Legislative provisions at the national level impact payments received by EmCare physicians under the Medicare program. Under the statutory formula, physician payments under the Medicare Physician Fee Schedule, is updated on an annual basis according to a statutory formula. Because application of the statutory formula for the update factor, which is based on a flawed Sustainable Growth Rate ("SGR"), would result in a decrease in total physician payments for the past several years, Congress has intervened with interim legislation to prevent the reductions. For 2010, the Center for Medicare and Medicaid Services ("CMS"), the agency responsible for administering the Medicare program, projected a rate reduction of 21.2% from 2009 to 2010 levels (and projected to be a 24.9% reduction for 2011). Therefore, a number of interim measures were passed to avoid a decrease for 2010, and from June through December 2010, the update factor was increased by 2.2%. For 2011, the Medicare and Medicaid Extenders Act of 2010, which was signed into law on December 15, 2010, froze the 2010 updates through 2011. President Obama's budget for fiscal year 2012 includes measures that would

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freeze the update factor for an additional two years. If Congress fails to intervene to prevent the negative update factor in the future through either another temporary measure or a permanent revision to the statutory formula, the resulting decrease in payment may adversely impact physician revenues, as well as EmCare revenues.

        The freezing of the update factor does not translate to 2011 payment rates at the 2010 level for all physician procedures. Rather, from year-to-year some physician specialties, including EmCare's physicians (who are emergency medicine physicians, anesthesiologists, hospitalists and radiologists), may see higher or lowered payments. Each physician service is given a weight that measures its costliness relative to other physician services. CMS is required to make periodic assessments regarding the weighting of procedures, impacting the payment amounts. For 2011, CMS published estimates of changes by specialty based on a number of factors, such as changes to practice expense relative value units, rescaling of relative values to match the revised and rebased Medicare Economic Index, equipment utilization rate changes, multiple procedure payment reductions for contiguous body parts and recalculations of misvalued codes. The full impact of these changes on any given practice is scheduled to go into effect 2012. CMS estimates that the impact for 2011 is a 3% reduction for emergency medicine, 1% reduction in anesthesiology, a 1% increase for internal medicine, and a 10% reduction in radiology. The changes are calculated prior to the application of what is known as the "conversion factor," which translates the relative value units to dollar amounts. For 2011, because CMS was required to make all its other changes to the Medicare Physician Fee Schedule (discussed above) budget neutral, CMS made a downward adjustment to the conversion factor to $33.9764 for 2011 (from $36.8729 at the end of 2010). At this time, we cannot predict the impact, if any, these regulatory changes will have on EmCare's future revenues.

        We believe that regulatory trends in cost containment will continue. We cannot assure you that we will be able to offset reduced operating margins through cost reductions, increased volume, the introduction of additional procedures or otherwise. In addition, we cannot assure you that federal, state and local governments will not impose reductions in the fee schedules or rate regulations applicable to our services in the future. Any such reductions could have a material adverse effect on our business, financial condition or results of operations.

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FORWARD-LOOKING STATEMENTS

        This prospectus contains statements about future events and expectations that constitute forward-looking statements. Forward-looking statements are based on our beliefs, assumptions and expectations of our future financial and operating performance and growth plans, taking into account the information currently available to us. These statements are not statements of historical fact. Forward-looking statements involve risks and uncertainties that may cause our actual results to differ materially from the expectations of future results we express or imply in any forward-looking statements and you should not place undue reliance on such statements. Factors that could contribute to these differences include, but are not limited to, the following:

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the impact on our revenue of changes in transport volume, mix of insured and uninsured patients, and third party reimbursement rates and methods;

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the adequacy of our insurance coverage and insurance reserves;

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potential penalties or changes to our operations if we fail to comply with extensive and complex government regulation of our industry;

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the impact of changes in the healthcare industry;

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our ability to recruit and retain qualified physicians and other healthcare professionals, and enforce our non-compete agreements with our physicians;

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our ability to generate cash flow to service our debt obligations;

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the cost of capital expenditures to maintain and upgrade our vehicle fleet and medical equipment;

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the loss of one or more members of our senior management team;

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the outcome of government investigations of certain of our business practices;

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our ability to successfully restructure our operations to comply with future changes in government regulation;

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the loss of existing contracts and the accuracy of our assessment of costs under new contracts;

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the high level of competition in our industry;

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our ability to maintain or implement complex information systems;

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our ability to implement our business strategy;

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our ability to successfully integrate strategic acquisitions;

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our ability to comply with the terms of our settlement agreements with the government;

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the risk that the benefits from the Transactions may not be fully realized or may take longer to realize than expected; and

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risks related to other factors discussed in the prospectus.

        Words such as "anticipates," "believes," "continues," "estimates," "expects," "goal," "objectives," "intends," "may," "opportunity," "plans," "potential," "near-term," "long-term," "projections," "assumptions," "projects," "guidance," "forecasts," "outlook," "target," "trends," "should," "could," "would," "will" and similar expressions are intended to identify such forward-looking statements. We qualify any forward-looking statements entirely by these cautionary factors.

        Other risks, uncertainties and factors, including those discussed under "Risk Factors," could cause our actual results to differ materially from those projected in any forward-looking statements we make.

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You should read carefully the factors described in the "Risk Factors" section of this prospectus to better understand the risks and uncertainties inherent in our business and underlying any forward-looking statements.

        We assume no obligation to update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.

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THE EXCHANGE OFFER

        Pursuant to the Registration Rights Agreement, we agreed to prepare and file with the SEC a registration statement on an appropriate form under the Securities Act with respect to a proposed offer to the holders of the Old Notes to issue and deliver to such holders of Old Notes, in exchange for their Old Notes, a like aggregate principal amount of New Notes that are identical in all material respects to the Old Notes, except for provisions relating to registration rights and the transfer restrictions relating to the Old Notes, and except for certain related differences described below. See "Exchange Offer; Registration Rights."

Terms of the Exchange Offer; Period for Tendering Old Notes

        This prospectus and the accompanying letter of transmittal contain the terms and conditions of the exchange offer. Upon the terms and subject to the conditions included in this prospectus and in the accompanying letter of transmittal, which together constitute the exchange offer, we will accept for exchange Old Notes which are properly tendered on or prior to the Expiration Date, unless you have previously withdrawn them.

        When you tender Old Notes as provided below, our acceptance of the Old Notes will constitute a binding agreement between you and us upon the terms and subject to the conditions in this prospectus and in the accompanying letter of transmittal. In tendering Old Notes, you should also note the following important information:

•

You may only tender Old Notes in minimum denominations of $2,000 and any integral multiple of $1,000 in excess thereof.

•

We will keep the exchange offer open for not less than 20 business days after the date on which notice of the exchange offer is mailed to holders of the Old Notes. We are sending this prospectus, together with the letter of transmittal, on or about the date of this prospectus, to all of the registered holders of Old Notes at their addresses listed in the Trustee's security register with respect to the Old Notes.

•

The exchange offer expires at             p.m., New York City time, on ,                 2011; provided, however, that we, in our sole discretion, may extend the period of time for which the exchange offer is open.

•

As of the date of this prospectus, $950.0 million aggregate principal amount of Old Notes was outstanding. The exchange offer is not conditioned upon any minimum principal amount of Old Notes being tendered.

•

Our obligation to accept Old Notes for exchange in the exchange offer is subject to the conditions described under "—Conditions to the Exchange Offer."

•

We expressly reserve the right, at any time, to extend the period of time during which the exchange offer is open, and thereby delay acceptance of any Old Notes, by giving oral or written notice of an extension to the Exchange Agent and notice of that extension to the holders of Notes as described below. During any extension, all Old Notes previously tendered will remain subject to the exchange offer unless withdrawal rights are exercised as described under "—Withdrawal Rights." Any Old Notes not accepted for exchange for any reason will be returned without expense to the tendering holder of Notes promptly after the expiration or termination of the exchange offer.

•

We expressly reserve the right to amend or terminate the exchange offer, and not to accept for exchange any Old Notes that we have not yet accepted for exchange, at any time prior to the Expiration Date. If we make a material change to the terms of the exchange offer, including the waiver of a material condition, we will, to the extent required by law, disseminate additional

49

offer materials and extend the period of time for which the exchange offer is open so that at least five business days remain in the exchange offer following notice of a material change.

•

We will give oral or written notice of any extension, amendment, termination or non-acceptance described above to holders of the Old Notes as promptly as practicable. If we extend the Expiration Date, we will give notice by means of a press release or other public announcement no later than 9:00 a.m., New York City time, on the business day after the previously scheduled Expiration Date. Without limiting the manner in which we may choose to make any public announcement and subject to applicable law, we will have no obligation to publish, advertise or otherwise communicate any public announcement other than by issuing a release to an appropriate news agency. Such announcement may state that we are extending the exchange offer for a specified period of time.

•

Holders of Old Notes do not have any appraisal or dissenters' rights in connection with the exchange offer.

•

Old Notes which are not tendered for exchange, or are tendered but not accepted, in connection with the exchange offer will remain outstanding and be entitled to the benefits of the Indenture, but will not be entitled to any further registration rights under the Registration Rights Agreement.

•

We intend to conduct the exchange offer in accordance with the applicable requirements of the Exchange Act and the rules and regulations of the SEC thereunder.

•

By executing, or otherwise becoming bound by, the letter of transmittal, you will be making to us the representations described under "—Resale of the New Notes."

Important rules concerning the exchange offer

        You should note the following important rules concerning the exchange offer:

•

All questions as to the validity, form, eligibility, time of receipt and acceptance of Old Notes tendered for exchange will be determined by us in our sole discretion, which determination shall be final and binding.

•

We reserve the absolute right to reject any and all tenders of any particular Old Notes not properly tendered or to not accept any particular Old Notes if such acceptance might, in our judgment or the judgment of our counsel, be unlawful.

•

We also reserve the absolute right to waive any defects or irregularities or conditions of the exchange offer as to any particular Old Notes either before or after the Expiration Date, including the right to waive the ineligibility of any holder who seeks to tender Old Notes in the exchange offer. Unless we agree to waive any defect or irregularity in connection with the tender of Old Notes for exchange, you must cure any defect or irregularity within any reasonable period of time as we shall determine.

•

Our interpretation of the terms and conditions of the exchange offer as to any particular Old Notes either before or after the Expiration Date shall be final and binding on all parties. Neither we, the Exchange Agent nor any other person shall be under any duty to notify you of any defect or irregularity with respect to any tender of Old Notes for exchange, nor shall any of them incur any liability for failing to so notify you.

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Procedures for Tendering Old Notes

What to submit and how

        If you, as a holder of any Old Notes, wish to tender your Old Notes for exchange in the exchange offer, you must, except as described under "—Guaranteed Delivery Procedures," transmit the following on or prior to the Expiration Date to the Exchange Agent:

        (1)   if Old Notes are tendered in accordance with the book-entry procedures described under "—Book-Entry Transfer," an Agent's Message, as defined below, transmitted through DTC's ATOP, or (2) a properly completed and duly executed letter of transmittal, or a facsimile copy thereof, to the Exchange Agent at the address set forth below under "—Exchange Agent," including all other documents required by the letter of transmittal.

        In addition,

        (1)   a timely confirmation of a book-entry transfer of Old Notes into the Exchange Agent's account at DTC using the procedure for book-entry transfer described under "—Book-Entry Transfer" (a "Book- Entry Confirmation"), along with an Agent's Message, must be actually received by the Exchange Agent prior to the Expiration Date, or

        (2)   certificates for Old Notes must be actually received by the Exchange Agent along with the letter of transmittal on or prior to the Expiration Date, or

        (3)   you must comply with the guaranteed delivery procedures described below.

        The term "Agent's Message" means a message, transmitted through ATOP by DTC to, and received by, the Exchange Agent and forming a part of a Book-Entry Confirmation, that states that DTC has received an express acknowledgement that the tendering holder has received and agrees to be bound by the letter of transmittal or, in the case of an Agent's Message relating to guaranteed delivery, that such holder has received and further agrees to be bound by the notice of guaranteed delivery, and that we may enforce the letter of transmittal, and the notice of guaranteed delivery, as the case may be, against such holder.

        The method of delivery of Old Notes, letters of transmittal, notices of guaranteed delivery and all other required documentation, including delivery of Old Notes through DTC and transmission of Agent's Messages through DTC's ATOP, is at your election and risk. Delivery will be deemed made only when all required documentation is actually received by the Exchange Agent. Delivery of documents or instructions to DTC does not constitute delivery to the Exchange Agent. If delivery is by mail, we recommend that registered mail, properly insured, with return receipt requested, be used. In all cases, sufficient time should be allowed to assure timely delivery to the Exchange Agent. Holders tendering Old Notes or transmitting Agent's Messages through DTC's ATOP must allow sufficient time for completion of ATOP procedures during DTC's normal business hours. No Old Notes, Agent's Messages, letters of transmittal, notices of guaranteed delivery or any other required documentation should be sent to us.

How to sign your letter of transmittal and other documents

        Signatures on a letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed unless the Old Notes being surrendered for exchange are tendered:

        (1)   by a registered holder of the Old Notes who has not completed the box entitled "Special Issuance Instructions" or "Special Delivery Instructions" on the letter of transmittal, or

        (2)   for the account of an "eligible guarantor" institution within the meaning of Rule 17Ad-15 under the Exchange Act, or a commercial bank or trust company having an office or correspondent in the United States that is a member in good standing of a medallion program

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recognized by the Securities Transfer Association Inc., including the Securities Transfer Agents Medallion Program ("STAMP"), the Stock Exchanges Medallion Program ("SEMP") and the New York Stock Exchange Medallion Signature Program ("MSP") (each, an "Eligible Institution").

        If signatures on a letter of transmittal or a notice of withdrawal, as the case may be, are required to be guaranteed, the guarantees must be by an Eligible Institution.

        If the letter of transmittal is signed by a person or persons other than the registered holder or holders of Old Notes, the Old Notes must be endorsed or accompanied by appropriate powers of attorney, in either case signed exactly as the name or names of the registered holder or holders appear on the Old Notes and with the signatures guaranteed.

        If the letter of transmittal or any Old Notes or powers of attorney are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers or corporations or others acting in a fiduciary or representative capacity, the person should so indicate when signing and, unless waived by us, proper evidence satisfactory to us of such person's authority to so act must be submitted.

Acceptance of Old Notes for Exchange; Delivery of New Notes

        Once all of the conditions to the exchange offer are satisfied or waived, we will accept all Old Notes properly tendered and not properly withdrawn, and will issue the New Notes promptly after The Expiration Date. See "—Conditions to the Exchange Offer" below. For purposes of the exchange offer, our giving of oral or written notice of acceptance to the Exchange Agent will be considered our acceptance of the tendered Old Notes.

        In all cases, we will issue New Notes in exchange for Old Notes that are accepted for exchange only after timely receipt by the Exchange Agent of:

•

a Book-Entry Confirmation or Old Notes in proper form for transfer,

•

a properly transmitted Agent's Message or a properly completed and duly executed letter of transmittal, and

•

all other required documentation.

        If we do not accept any tendered Old Notes for any reason included in the terms and conditions of the exchange offer, if you submit certificates representing Old Notes in a greater principal amount than you wish to exchange or if you properly withdraw tendered Old Notes in accordance with the procedures described under "—Withdrawal Rights," we will return any unaccepted, non-exchanged or properly withdrawn Old Notes, as the case may be, without expense to the tendering holder. In the case of Old Notes tendered by book-entry transfer into the Exchange Agent's account at DTC using the book-entry transfer procedures described below, unaccepted, non-exchanged or properly withdrawn Old Notes will be credited to an account maintained with DTC. We will return the Old Notes or have them credited to the DTC account, as applicable, promptly after the expiration or termination of the exchange offer.

Book-Entry Transfer

        The Exchange Agent will make a request to establish an account with respect to the Old Notes at DTC for purposes of the exchange offer promptly after the date of this prospectus. Any financial institution that is a participant in DTC's systems, including Euroclear Bank, S.A./N.V., as operator of the Euroclear System ("Euroclear"), or Clearstream Banking, société anonyme ("Clearstream") may make book-entry delivery of Old Notes by causing DTC to transfer Old Notes into the Exchange Agent's account at DTC in accordance with DTC's ATOP procedures for transfer. However, the exchange for the Old Notes so tendered will only be made after timely confirmation of book-entry transfer of Old Notes into the Exchange Agent's account, and timely receipt by the Exchange Agent of

52

an Agent's Message and all other documents required by the letter of transmittal. Only participants in DTC may deliver Old Notes by book-entry transfer.

        Although delivery of Old Notes may be effected through book-entry transfer into the Exchange Agent's account at DTC, the letter of transmittal, or a facsimile copy thereof, properly completed and duly executed, with any required signature guarantees, or an Agent's Message, with all other required documentation, must in any case be transmitted to and received by the Exchange Agent at its address listed under "—Exchange Agent" on or prior to the Expiration Date, or you must comply with the guaranteed delivery procedures described below under "—Guaranteed Delivery Procedures."

        If your Old Notes are held through DTC, you must complete the accompanying form called "Instructions to Registered Holder and/or Book-Entry Participant," which will instruct the DTC participant through whom you hold your Old Notes of your intention to tender your Old Notes or not tender your Old Notes. Please note that delivery of documents or instructions to DTC does not constitute delivery to the Exchange Agent and we will not be able to accept your tender of Old Notes until the Exchange Agent actually receives from DTC the information and documentation described under "—Acceptance of Old Notes for Exchange; Delivery of New Notes."

Guaranteed Delivery Procedures

        If you are a registered holder of Old Notes and you want to tender your Old Notes but the procedure for book-entry transfer cannot be completed prior to the Expiration Date, your Old Notes are not immediately available or time will not permit your Old Notes to reach the Exchange Agent before the Expiration Date, a tender may be effected if:

•

the tender is made through an Eligible Institution, as defined above,

•

prior to the Expiration Date, the Exchange Agent receives from such Eligible Institution, by facsimile transmission, mail or hand delivery, a properly completed and duly executed notice of guaranteed delivery, substantially in the form provided by us, or an Agent's Message with respect to guaranteed delivery in lieu thereof, in either case stating:

•

the name and address of the holder of Old Notes,

•

the amount of Old Notes tendered,

•

that the tender is being made by delivering such notice and guaranteeing that, within three New York Stock Exchange trading days after the Expiration Date, a Book-Entry Confirmation or the certificates for all physically tendered Old Notes, in proper form for transfer, together with either an appropriate Agent's Message or a properly completed and duly executed letter of transmittal in lieu thereof, and all other required documentation, will be deposited by that Eligible Institution with the Exchange Agent, and

•

a Book-Entry Confirmation or the certificates for all physically tendered Old Notes, in proper form for transfer, together with either an appropriate Agent's Message or a properly completed and duly executed letter of transmittal in lieu thereof, and all other required documentation, are received by the Exchange Agent within three New York Stock Exchange trading days after the Expiration Date.

Withdrawal Rights

        You can withdraw your tender of Old Notes at any time on or prior to             p.m., New York City time, on the Expiration Date.

        For a withdrawal to be effective, a written notice of withdrawal must be actually received by the Exchange Agent prior to such time, properly transmitted either through DTC's ATOP or to the

53

Exchange Agent at the address listed below under "—Exchange Agent." Any notice of withdrawal must:

•

specify the name of the person having tendered the Old Notes to be withdrawn;

•

identify the Old Notes to be withdrawn;

•

specify the principal amount of the Old Notes to be withdrawn;

•

contain a statement that the tendering holder is withdrawing its election to have such Notes exchanged for New Notes;

•

except in the case of a notice of withdrawal transmitted through DTC's ATOP system, be signed by the holder in the same manner as the original signature on the letter of transmittal by which the Old Notes were tendered, including any required signature guarantees, or be accompanied by documents of transfer to have the Trustee with respect to the Old Notes register the transfer of the Old Notes in the name of the person withdrawing the tender;

•

if certificates for Old Notes have been delivered to the Exchange Agent, specify the name in which the Old Notes are registered, if different from that of the withdrawing holder;

•

if certificates for Old Notes have been delivered or otherwise identified to the Exchange Agent, then, prior to the release of those certificates, specify the serial numbers of the particular certificates to be withdrawn, and, except in the case of a notice of withdrawal transmitted through DTC's ATOP system, include a notice of withdrawal signed in the same manner as the letter of transmittal by which the Old Notes were tendered, including any required signature guarantees; and

•

if Old Notes have been tendered using the procedure for book-entry transfer described above, specify the name and number of the account at DTC from which the Old Notes were tendered and the name and number of the account at DTC to be credited with the withdrawn Old Notes, and otherwise comply with the procedures of DTC.

        Please note that all questions as to the validity, form, eligibility and time of receipt of notices of withdrawal will be determined by us, and our determination shall be final and binding on all parties. Any Old Notes so withdrawn will be considered not to have been validly tendered for exchange for purposes of the exchange offer. New Notes will not be issued in exchange for such withdrawn Old Notes unless the Old Notes so withdrawn are validly re-tendered.

        If you have properly withdrawn Old Notes and wish to re-tender them, you may do so by following one of the procedures described under "—Procedures for Tendering Old Notes" above at any time on or prior to the Expiration Date.

Conditions to the Exchange Offer

        Notwithstanding any other provisions of the exchange offer, we will not be required to accept for exchange, or to issue New Notes in exchange for, any Old Notes and may terminate or amend the exchange offer, if we determine in our reasonable judgment at any time before the Expiration Date that the exchange offer would violate applicable law or any applicable interpretation of the staff of the SEC.

        The foregoing conditions are for our sole benefit and may be waived by us regardless of the circumstances giving rise to that condition. Our failure at any time to exercise the foregoing rights shall not be considered a waiver by us of that right. The rights described in the prior paragraph are ongoing rights which we may assert at any time and from time to time.

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        In addition, we will not accept for exchange any Old Notes tendered, and no New Notes will be issued in exchange for any such Old Notes, if at any time any stop order is threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the Indenture under the Trust Indenture Act.

        We reserve the right to terminate or amend the exchange offer at any time prior to the Expiration Date upon the occurrence of any of the foregoing events.

Exchange Agent

        Wilmington Trust, National Association has been appointed as the Exchange Agent for the exchange offer. All executed letters of transmittal, notices of guaranteed delivery, notices of withdrawal and any other required documentation should be directed to the Exchange Agent at the address set forth below. Requests for additional copies of this prospectus or of the letter of transmittal and requests for notices of guaranteed delivery should be directed to the Exchange Agent, addressed as follows:

	Deliver To:
By mail, hand or overnight courier:	By facsimile:	For information or confirmation by telephone:
Wilmington Trust, National Association c/o Wilmington Trust Company Corporate Capital Markets Rodney Square North 1100 North Market Street Wilmington, Delaware 19890-1626	(302) 636-4139	Sam Hamed (302) 636-6181

        Delivery to an address other than the address of the Exchange Agent as listed above or transmission of instructions via facsimile other than as listed above does not constitute a valid delivery.

Fees and Expenses

        The principal solicitation is being made by mail; however, additional solicitation may be made by telephone or in person by our officers, regular employees and affiliates. We will not pay any additional compensation to any of our officers and employees who engage in soliciting tenders. We will not make any payment to brokers, dealers or others soliciting acceptances of the exchange offer. However, we will pay the Exchange Agent reasonable and customary fees (including attorney fees and expenses) for its services and will reimburse it for its reasonable out-of-pocket expenses in connection with the exchange offer.

        The estimated cash expenses to be incurred in connection with the exchange offer, including legal, accounting, SEC filing, printing and Exchange Agent expenses, will be paid by us and are estimated in the aggregate to be approximately $750,000.

Transfer Taxes

        Holders who tender their Old Notes for exchange will not be obligated to pay any transfer taxes in connection therewith, except that holders who instruct us to register New Notes in the name of, or request that Old Notes not tendered or not accepted in the exchange offer be returned to, a person other than the registered tendering holder will be responsible for the payment of any applicable transfer tax.

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Resale of the New Notes

        Under existing interpretations of the staff of the SEC contained in several no-action letters to third parties, the New Notes would in general be freely transferable by holders thereof (other than affiliates of us) after the exchange offer without further registration under the Securities Act (subject to certain representations required to be made by each holder of Old Notes participating in the exchange offer, as set forth below). The relevant no-action letters include the Exxon Capital Holdings Corporation letter, which was made available by the SEC on May 13, 1988, the Morgan Stanley & Co. Incorporated letter, which was made available by the SEC on June 5, 1991, the K-111 Communications Corporation letter, which was made available by the SEC on May 14, 1993, and the Shearman & Sterling letter, which was made available by the SEC on July 2, 1993.

        However, any purchaser of Old Notes who is an "affiliate" of ours or who intends to participate in the exchange offer for the purpose of distributing the New Notes:

•

will not be able to rely on such SEC interpretation;

•

will not be able to tender its Old Notes in the exchange offer; and

•

must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer of Old Notes unless such sale or transfer is made pursuant to an exemption from those requirements.

        By executing, or otherwise becoming bound by, the letter of transmittal, you will represent to us that:

•

any New Notes to be received by you will be acquired in the ordinary course of business;

•

you have no arrangements or understandings with any person to participate in the distribution of the Old Notes or New Notes within the meaning of the Securities Act; and

•

you are not our "affiliate" within the meaning of Rule 405 under the Securities Act;

•

if you are a broker-dealer, you will receive the New Notes for your own account in exchange for the Old Notes acquired as a result of market-making activities or other trading activities and that you will deliver a prospectus in connection with any resale of New Notes (see "Plan of Distribution");

•

if you are not a broker-dealer, you are not engaged in and do not intend to engage in the distribution of the New Notes; and

•

you are not acting on behalf of any person that could not truthfully make any of the foregoing representations contained in this paragraph.

        We have not sought, and do not intend to seek, a no-action letter from the SEC with respect to the effects of the exchange offer, and there can be no assurance that the SEC staff would make a similar determination with respect to the New Notes as it has made in previous no-action letters.

        In addition, in connection with any resales of those Old Notes, each participating broker-dealer receiving New Notes for its own account in exchange for Old Notes, where such Old Notes were acquired by such exchanging dealer as a result of market-making activities or other trading activities, must represent that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes. We have agreed that for a period of up to 90 days after the exchange offer is consummated, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution."

        The SEC has taken the position in the Shearman & Sterling no-action letter, which it made available on July 2, 1993, that broker-dealers may fulfill their prospectus delivery requirements with respect to the New Notes, other than a resale of an unsold allotment from the original sale of the Old Notes, by delivery of the prospectus contained in the exchange offer registration statement.

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USE OF PROCEEDS

        The exchange offer is intended to satisfy our obligations under the Registration Rights Agreements we entered into in connection with the private offering of the Old Notes. We will not receive any cash proceeds from the issuance of the New Notes under the exchange offer. In consideration for issuing the New Notes as contemplated by this prospectus, we will receive Old Notes in like principal amounts, the terms of which are identical in all material respects to the New Notes, subject to limited exceptions. Old Notes surrendered in exchange for New Notes will be retired and canceled and cannot be reissued. Accordingly, the issuance of the New Notes will not result in any increase in our indebtedness.

        We used the net proceeds from the offering of the Old Notes, together with the Equity Contributions and the borrowings under the Term Loan Facility, to fund the Transactions.

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UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

        The following unaudited pro forma consolidated financial statements present our results of operations resulting from the Transactions as described under "Summary—The Transactions." The unaudited pro forma consolidated financial statements are based on our consolidated financial statements included elsewhere in this prospectus, adjusted to give pro forma effect to the Transactions.

        The unaudited pro forma consolidated financial statements include the pro forma consolidated statements of operations for the year ended December 31, 2010 and the six months ended June 30, 2010 and 2011 which give effect to the Transactions as if they occurred on January 1, 2010. The combined results for the six months ended June 30, 2011 represent the combination of our Predecessor results for the period from January 1 through May 24, 2011, plus our Successor results for the period from May 25 through June 30, 2011.

        The unaudited pro forma consolidated financial statements are presented for informational purposes only and do not purport to represent our results of operations had the Transactions occurred on the date noted above or to project the results for any future date or period. In the opinion of management, all adjustments have been made that are necessary to present fairly the unaudited pro forma consolidated financial information.

        The unaudited pro forma consolidated financial statements are based on the estimates and assumptions set forth in the notes to these statements that management believes are reasonable. These estimates include an allocation of fair value to identifiable intangible assets other than goodwill, and the resulting excess of the purchase price over the carrying value of the net assets acquired is recorded as goodwill. The value assigned at June 30, 2011 to intangible assets is based on preliminary valuation data and may change once an external valuation is completed during the third quarter of 2011. The result of the final purchase price allocation could be materially different from the preliminary allocation set forth in this prospectus.

        The unaudited pro forma consolidated statements of operations eliminate non-recurring charges that were incurred in connection with the Transactions, including (i) equity-based compensation expense of $12.4 million related to the accelerated vesting of restricted stock, restricted stock units, and stock options awarded to management and members of our board of directors that vested upon the change in control; (ii) the expense to write-off existing deferred financing fees of approximately $10.1 million; and (iii) certain non-recurring expenses related to the Transactions of $29.8 million.

        The unaudited pro forma consolidated financial statements should be read in conjunction with "Risk Factors," "Selected Historical Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and related notes included elsewhere in this prospectus.

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Emergency Medical Services Corporation
Consolidated Statement of Operations

		Year Ended December 31, 2010
		Actual			Adjustments			Pro forma
		(in thousands of dollars)
Net revenue		$	2,859,322		$	—		$	2,859,322
Compensation and benefits			2,023,503			—			2,023,503
Operating expenses			359,262			—			359,262
Insurance expense			97,330			—			97,330
Selling, general and administrative expenses			67,912			4,000	(1)		71,912
Depreciation and amortization expense			65,332			55,261	(2)		120,593
	Income from operations		245,983			(59,261	)		186,722
Interest income from restricted assets			3,105			—			3,105
Interest expense			(22,912	)		22,689	(3)
						(170,660)	(4)		(170,883	)
Realized gain on investments			2,450			—			2,450
Interest and other income			968			—			968
Loss on early debt extinguishment			(19,091	)		19,091	(5)		—
	Income before income taxes and equity in earnings of unconsolidated subsidiary		210,503			(188,141	)		22,362
Income tax expense			(79,126	)		70,517	(7)		(8,609	)
	Income before equity in earnings of unconsolidated subsidiary		131,377			(117,624	)		13,753
Equity in earnings of unconsolidated subsidiary			347			—			347
	Net income	$	131,724		$	(117,624	)	$	14,100

		Six months ended June 30, 2010
		Actual			Adjustments			Pro forma
		(in thousands of dollars)
Net revenue		$	1,388,158		$	—		$	1,388,158
Compensation and benefits			976,760			—			976,760
Operating expenses			177,115			—			177,115
Insurance expense			48,012			—			48,012
Selling, general and administrative expenses			35,156			2,000	(1)		37,156
Depreciation and amortization expense			31,872			28,496	(2)		60,368
	Income from operations		119,243			(30,496	)		88,747
Interest income from restricted assets			1,714			—			1,714
Interest expense			(13,326	)		13,215	(3)
						(85,472)	(4)		(85,583	)
Realized gain on investments			149			—			149
Interest and other income			471			—			471
Loss on early debt extinguishment			(19,091	)		19,091	(5)		—
	Income before income taxes and equity in earnings of unconsolidated subsidiary		89,160			(83,662	)		5,498
Income tax expense			(34,365	)		32,248	(7)		(2,117	)
	Income before equity in earnings of unconsolidated subsidiary		54,795			(51,414	)		3,381
Equity in earnings of unconsolidated subsidiary			199			—			199
	Net income		54,994		$	(51,414	)	$	3,580

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		Predecessor			Successor			Combined
		January 1 through May 24, 2011			May 25 through June 30, 2011			Six months ended June 30, 2011						Six months ended June 30, 2011
		Actual			Actual			Actual			Adjustments			Pro forma
		(in thousands of dollars)
Net revenue		$	1,221,790		$	319,543		$	1,541,333		$	—			1,541,333
Compensation and benefits			874,633			221,804			1,096,437			(12,431	)(6)		1,084,006
Operating expenses			156,740			41,856			198,596			—			198,596
Insurance expense			47,229			10,089			57,318			—			57,318
Selling, general and administrative expenses			29,241			6,861			36,102			1,587	(1)		37,689
Depreciation and amortization expense			28,467			11,061			39,528			20,242	(2)		59,770
	Income from operations		85,480			27,872			113,352			(9,398	)		103,954
Interest income from restricted assets			1,124			162			1,286			—			1,286
Interest expense			(7,886	)		(17,950	)		(25,836	)		7,781	(3)
												(66,275)	(4)		(84,330	)
Realized gain (loss) on investments			(9	)		7			(2	)		—			(2	)
Interest and other income (expense)			(28,873	)		(140	)		(29,013	)		29,654	(6)		641
Loss on early debt extinguishment			(10,069	)		—			(10,069	)		10,069	(5)		—
	Income before income taxes and equity in earnings of unconsolidated subsidiary		39,767			9,951			49,718			(28,169	)		21,549
Income tax expense			(19,242	)		(4,158	)		(23,400	)		15,104	(7)		(8,296	)
	Income before equity in earnings of unconsolidated subsidiary		20,525			5,793			26,318			(13,065	)		13,253
Equity in earnings of unconsolidated subsidiary			143			33			176			—			176
	Net income		20,668		$	5,826		$	26,494		$	(13,065	)	$	13,429

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Notes to Unaudited Pro Forma Consolidated Statement of Operations
(dollars in thousands)

(1)

Represents an adjustment to reflect the incremental management fee payable to CD&R as compared to the management fee paid to our prior owner based on the terms of the new consulting agreement entered into at the closing of the Transactions and an annual fee paid to one of our new directors as compensation for his services. For more information, see "Management—Director Compensation" and "Certain Relationships and Related Party Transactions."

(2)

Represents additional amortization due to an increase in the estimated fair market values of identifiable intangible assets associated with the Transactions. Intangible assets subject to amortization include the fair market value of our contracts amortized on a straight-line basis with an estimated weighted average useful life of 10 years. These estimates are preliminary in nature and could change as a result of adjustments to the estimates of the fair market value of these assets and their useful lives resulting from independent appraisal and our valuation review.

								Predecessor			Successor		Combined
		Year ended December 31, 2010			Six months ended June 30, 2010			January 1 through May 24, 2011			May 25 through June 30, 2011		Six months ended June 30, 2011
Estimated amortization on existing preliminary intangibles		$	76,440		$	38,220		$	31,850		$	—	$	31,850
	Less: Amortization on prior intangibles		(21,179	)		(9,724	)		(11,608	)		—		(11,608	)
Pro forma adjustment to amortization expense		$	55,261		$	28,496		$	20,242		$	—	$	20,242

(3)

Represents a pro forma adjustment to eliminate interest expense associated with our prior senior secured credit facility, including amortization of prior deferred financing fees.

(4)

Represents interest expense on our borrowings under the Term Loan Facility and the Notes, and the amortization of deferred financing costs. Pro forma interest expense reflects a weighted average annual interest rate of 6.4% on indebtedness incurred to fund the Transactions and amortization expense on the $118.8 million of deferred financing costs associated with our new borrowings, utilizing a weighted average maturity of 7 years.

					Predecessor		Successor		Combined
	Year ended December 31, 2010		Six months ended June 30, 2010		January 1 through May 24, 2011		May 25 through June 30, 2011		Six months ended June 30, 2011
Interest on Term Loan	$	76,736	$	38,510	$	29,149	$	—	$	29,149
Interest on the Notes		77,188		38,594		30,661		—		30,661
Amortization on deferred financing fees		16,736		8,368		6,465		—		6,465
Pro forma adjustment to interest expense	$	170,660	$	85,472	$	66,275	$	—	$	66,275

If LIBOR increases above 1.50%, a 0.125% increase in the floating rate applicable to the $1,436 million indebtedness under our Senior Secured Credit Facilities outstanding at June 30, 2011 would result in an approximate $1.8 million increase in cash interest expense annually.

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(5)

To eliminate the loss on early debt extinguishment recorded as part of our prior debt restructuring, which occurred in April 2010, and incurred in connection with the Transactions.

(6)

Reflects an adjustment to reduce expenses recorded in the first six months of 2011 related to legal and accounting fees and accelerated equity-based compensation expense incurred in connection with the Transactions.

(7)

To adjust income tax expense to reflect the items noted in (1) through (6), principally as a result of increased interest and amortization expenses, at an effective tax rate of 38.5%.

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SELECTED HISTORICAL FINANCIAL DATA

        The following table sets forth our selected historical financial data derived from our consolidated financial statements for each of the periods indicated. The selected historical financial data presented below should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and related notes included elsewhere in this prospectus. The selected historical data as of December 31, 2009 and 2010 (Predecessor) and for the years ended December 31, 2008, 2009 and 2010 (Predecessor) are derived from our audited consolidated financial statements included elsewhere in this prospectus. The selected historical financial data as of December 31, 2006, 2007 and 2008 (Predecessor) and for the years ended December 31, 2006 and 2007 (Predecessor) are derived from our audited consolidated financial statements not included in this prospectus. The selected historical financial data as of and for the six months ended June 30, 2010 (Predecessor), the period from January 1 through May 24, 2011 (Predecessor) and the period from May 25 through June 30, 2011 and as of June 30, 2011 (Successor) are derived from our unaudited consolidated financial statements included elsewhere in this prospectus. As a result of the Transactions, our financial statements after the Merger are not comparable to our

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financial statements prior to such date. Our historical financial data may not be a reliable indicator of future results of operations of our business.

		Predecessor																					Successor
																							Period from May 25 through June 30, 2011
																	Six months ended June 30, 2010			Period from January 1 through May 24, 2011
		As of and for the year ended December 31,
		2006			2007			2008			2009			2010
		(in thousands of dollars)
Statement of Operations Data:
Net revenue		$	1,934,205		$	2,106,993		$	2,409,864		$	2,569,685		$	2,859,322		$	1,388,158		$	1,221,790		$	319,543
Compensation and benefits			1,333,648			1,455,970			1,637,425			1,796,779			2,023,503			976,760			874,633			221,804
Operating expenses			294,806			317,518			383,359			334,328			359,262			177,115			156,740			41,856
Insurance expense			74,258			66,308			82,221			97,610			97,330			48,012			47,229			10,089
Selling, general and administrative expenses			57,403			61,893			69,658			63,481			67,912			35,156			29,241			6,861
Depreciation and amortization expense			66,005			70,483			68,980			64,351			65,332			31,872			28,467			11,061
Restructuring charges			6,369			2,242			—			—			—			—			—			—
Income from operations			101,716			132,579			168,221			213,136			245,983			119,243			85,480			27,872
Interest income from restricted assets			5,987			7,143			6,407			4,516			3,105			1,714			1,124			162
Interest expense			(45,605	)		(46,948	)		(42,087	)		(40,996	)		(22,912	)		(13,326	)		(7,886	)		(17,950	)
Realized (loss) gain on investments			(467	)		245			2,722			2,105			2,450			149			(9	)		7
Interest and other (expense) income			2,346			2,055			2,055			1,816			968			471			(28,873	)		(140	)
Loss on early debt extinguishment			(377	)		—			(241	)		—			(19,091	)		(19,091	)		(10,069	)		—
Income before income taxes and equity in earnings of unconsolidated subsidiary			63,600			95,074			137,077			180,577			210,503			89,160			39,767			9,951
Income tax expense			(24,961	)		(36,104	)		(52,530	)		(65,685	)		(79,126	)		(34,365	)		(19,242	)		(4,158	)
Income before equity in earnings of unconsolidated subsidiary			38,639			58,970			84,547			114,892			131,377			54,795			20,525			5,793
Equity in earnings of unconsolidated subsidiary			432			848			300			347			347			199			143			33
Net income		$	39,071		$	59,818		$	84,847		$	115,239		$	131,724		$	54,994		$	20,668		$	5,826
Balance Sheet Data (at end of period):
Cash and cash equivalents			39,336			28,914			146,173			332,888			287,361			313,033						186,811
Total assets			1,318,217			1,479,563			1,541,219			1,654,707			1,748,552			1,704,795						4,072,796
Long-term debt and capital lease obligations, including current maturities			479,775			482,883			458,505			453,930			421,276			427,535						2,379,335
Stockholders' Equity			386,040			449,496			539,039			686,087			847,205			764,775						891,301
Cash Flow Data:
Cash flows provided by (used in):
	Operating activities	$	165,742		$	97,818		$	211,457		$	272,553		$	185,544		$	84,742		$	67,975		$	37,721
	Investing activities		(113,127	)		(100,226	)		(74,945	)		(116,629	)		(158,865	)		(60,358	)		(89,459	)		(2,847,446	)
	Financing activities		(31,327	)		(8,014	)		(19,253	)		30,791			(72,206	)		(44,239	)		20,671			2,709,988
Purchases of property, plant and equipment			(60,415	)		(38,335	)		(32,088	)		(44,728	)		(49,121	)		(15,168	)		(18,496	)		(2,892	)

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

        The following information should be read in conjunction with "Selected Historical Financial Data" and our consolidated financial statements and related notes included elsewhere in this prospectus. The following discussion may contain forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include those factors discussed below and elsewhere in this prospectus, particularly in "Risk Factors" and "Forward-Looking Statements."

Company Overview

        We are a leading provider of outsourced facility-based physician services and medical transportation services in the United States. We operate our business and market our services under the EmCare and AMR brands. EmCare is a leading provider of physician services in the United States, based on number of contracts with hospitals and affiliated physician groups. Through EmCare, we provide facility-based physician services for emergency departments, as well as anesthesiology, hospitalist/inpatient, radiology and teleradiology programs. AMR is a leading provider of medical transportation services to communities, payors and hospitals in the United States based on net revenue and number of transports. Approximately 86% of our net revenue for the year ended December 31, 2010 was generated under exclusive contracts. We had contract retention rates of 88% at EmCare and 99% at AMR as of December 31, 2010. During 2010, we provided services in approximately 14 million patient encounters in more than 2,000 communities nationwide.

EmCare

        Over its more than 35 years of operating history, EmCare has become the largest provider of outsourced emergency department services to healthcare facilities in the United States based on number of contracts with hospitals and affiliated physician groups. During 2010, EmCare had approximately 11.0 million patient encounters across 40 states and the District of Columbia. As of December 31, 2010, EmCare had an 8% share of the total ED services market and a 12% share of the outsourced ED services market, the largest share among outsourced providers based on number of ED contracts. EmCare's share of the combined markets for anesthesiology, hospitalist and radiology services was approximately 2% as of such date.

        EmCare provides facility-based physician services and related management services to healthcare facilities. EmCare recruits and hires or subcontracts with physicians and other healthcare professionals, who then provide professional services within the healthcare facilities with which we contract. We also provide billing and collection, risk management and other administrative services to our healthcare professionals and to independent physicians. EmCare has 569 contracts with hospitals and independent physician groups to provide emergency department, anesthesiology, hospitalist/inpatient, radiology and teleradiology staffing and other administrative services.

American Medical Response

        Over its more than 50 years of operating history, AMR has developed the largest network of ambulance services in the United States. As of December 31, 2010, AMR had a 7% share of the total ambulance services market and a 16% share of the outsourced ambulance market, the largest share among outsourced providers based on number of transports and net revenue. During 2010, AMR treated and transported approximately 3.2 million patients in 38 states and the District of Columbia by utilizing its fleet of nearly 4,300 vehicles that operated out of more than 200 sites. As of December 31, 2010, AMR had more than 3,500 contracts with communities, government agencies, healthcare providers and insurers to provide ambulance transport services. During 2010, approximately 58% of

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AMR's net revenue was generated from emergency 911 ambulance transport services. Non-emergency ambulance transport services, including critical care transfer, wheelchair transports and other inter-facility transports accounted for 28% of AMR's net revenue for the same period. The remaining balance of net revenue for 2010 was generated from managed transportation services, fixed-wing air ambulance services, and the provision of training, dispatch and other services to communities and public safety agencies.

Effects of the Transactions

        In accordance with GAAP, we accounted for the Merger using the acquisition method of accounting for business combinations. Under this method of accounting, we recorded the acquisition based on the fair value of the merger consideration, which includes cash consideration paid and the Notes.

        We have allocated the purchase price to the identifiable tangible and intangible assets acquired and liabilities assumed based on their respective fair values at the date of completion of the Merger. Any excess of the value of consideration paid over the aggregate fair value of those net assets is recorded as goodwill. Our consolidated financial statements for periods after the Merger reflect such fair values and have not been restated retroactively to reflect our historical financial position or our results of operations.

        The unaudited pro forma consolidated financial statements included in this prospectus are based on the estimates and assumptions set forth in the notes to such statements that management believes are reasonable. These estimates include an allocation of fair value to identifiable intangible assets other than goodwill, and the resulting excess of the purchase price over the carrying value of the net assets acquired is recorded as goodwill. The value assigned at June 30, 2011 to intangible assets is based on preliminary valuation data and may change once an external valuation is completed during the third quarter of 2011. The result of the final purchase price allocation could be materially different from the preliminary allocation set forth in this prospectus.

        For further discussion of the accounting treatment related to the Transactions and of the pro forma effects of the Transactions, see "Unaudited Pro Forma Consolidated Financial Statements."

Presentation

        The consolidated financial statements included in this prospectus are presented for two periods: Predecessor and Successor results, which relate to the periods preceding the Merger and the period succeeding the Merger, respectively. The discussion in this Management's Discussion and Analysis of Financial Condition and Results of Operations is presented on a combined basis of the Predecessor and Successor periods for the six months ended June 30, 2011. The 2011 Predecessor and Successor results are presented but are not discussed separately. Management believes that the discussion on a combined basis is more meaningful as it allows the results of operations to be analyzed to the comparable period in 2010. Exceptions to this include depreciation and amortization expense, interest expense, and interest and other (expense) income, which had significant impacts as a result of the Merger, but are addressed separately in the discussion below. See Note 1 to the unaudited consolidated financial statements included elsewhere in this prospectus.

Key Factors and Measures We Use to Evaluate Our Business

        The key factors and measures we use to evaluate our business focus on the number of patients we treat and transport and the costs we incur to provide the necessary care and transportation for each of our patients.

        We evaluate our revenue net of provisions for contractual payor discounts and provisions for uncompensated care. Medicaid, Medicare and certain other payors receive discounts from our standard

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charges, which we refer to as contractual discounts. In addition, individuals we treat and transport may be personally responsible for a deductible or co-pay under their third party payor coverage, and most of our contracts require us to treat and transport patients who have no insurance or other third party payor coverage. Due to the uncertainty regarding collectability of charges associated with services we provide to these patients, which we refer to as uncompensated care, our net revenue recognition is based on expected cash collections. Our net revenue represents gross billings after provisions for contractual discounts and estimated uncompensated care. Provisions for contractual discounts and uncompensated care have increased historically primarily as a result of increases in gross billing rates without corresponding increases in payor reimbursement.

        The table below summarizes our approximate payor mix as a percentage of both net revenue and total transports and patient encounters for the years ended December 31, 2008, 2009 and 2010 and the six months ended June 30, 2010 and 2011. In determining the net revenue payor mix, we use cash collections in the period as an approximation of net revenue recorded.

	Percentage of Cash Collections (Net Revenue)															Percentage of Total Volume
	Year ended December 31,									Six months ended June 30,						Year ended December 31,									Six months ended June 30,
	2008			2009			2010			2010			2011			2008			2009			2010			2010			2011
Medicare		23.1	%		23.3	%		22.0	%		21.9	%		22.0	%		25.7	%		24.0	%		25.2	%		24.9	%		26.3	%
Medicaid		4.4			4.8			5.6			5.1			6.1			10.7			11.5			12.9			12.5			13.1
Commercial insurance and managed care		47.4			50.2			48.7			49.8			48.7			42.0			43.1			42.2			43.0			42.6
Self-pay		4.3			3.9			4.3			4.2			4.9			21.6			21.4			19.7			19.6			18.0
Other revenue and subsidies		20.8			17.8			19.4			19.0			18.3			—			—			—			—			—
Total		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%

        Our 2011 volume mix has been positively impacted compared to our 2010 volume mix primarily by the continued expansion of our anesthesia business, which has a lower percentage of self-pay volume than our emergency department, radiology and inpatient services businesses.

        Our 2010 volume mix has been positively impacted compared to our 2009 volume mix due primarily to the recent expansion of our anesthesia business, which has a lower percentage of self-pay mix than our emergency department, radiology and inpatient services businesses, and due to a decreased percentage of self-pay patients treated in 2010. Our payor mix was negatively impacted in 2009 due to an increased level of self-pay patients treated in response to the H1N1 virus, which did not recur in 2010.

        In addition to continually monitoring our payor mix, we also analyze the following measures in each of our business segments:

EmCare

        Of EmCare's net revenue for the six months ended June 30, 2011 and for the year ended December 31, 2010, approximately 74% and 78%, respectively, was derived from our hospital contracts for emergency department staffing and approximately 26% and 22%, respectively, was derived from anesthesiology, hospitalist, radiology, teleradiology and other hospital management services. Of this revenue for the six months ended June 30, 2011 and for the year ended December 31, 2010, approximately 78% and 77%, respectively, was generated from billings to third party payors and patients for patient encounters and approximately 22% and 23%, respectively, was generated from

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billings to hospitals and affiliated physician groups for professional services. EmCare's key net revenue measures are:

•

Patient encounters.  We utilize patient encounters to evaluate net revenue and as the basis by which we measure certain costs of the business. We segregate patient encounters into four main categories—emergency department visits, anesthesiology and hospitalist encounters, and radiology reads—due to the significant differences in reimbursement and the associated costs of providing the various services. As a result of these differences, in certain analyses we weight our patient encounter numbers according to category in an effort to better measure net revenue and costs.

•

Number of contracts.  This reflects the number of contractual relationships we have for outsourced emergency department staffing, anesthesiology, hospitalist, radiology, teleradiology, and other hospital management services. We analyze the change in our number of contracts from period to period based on "net new contracts," which is the difference between total new contracts and contracts that have terminated.

•

Revenue per patient encounter.  This reflects the expected net revenue for each patient encounter based on gross billings less all estimated provisions for contractual discounts and uncompensated care. Net revenue per patient encounter also includes net revenue from billings to third party payors and hospitals.

        The change from period to period in the number of patient encounters under our "same store" contracts is influenced by general community conditions as well as hospital-specific elements, many of which are beyond our direct control. The general community conditions include: (1) the timing, location and severity of influenza, allergens and other annually recurring viruses and (2) severe weather that affects a region's health status or infrastructure. Hospital-specific elements include the timing and extent of facility renovations, hospital staffing issues and regulations that affect patient flow through the hospital.

        The costs incurred in our EmCare business segment consist primarily of compensation and benefits for physicians and other professional providers, professional liability costs, and contract and other support costs. EmCare's key cost measures include:

•

Provider compensation per hour of coverage.  Provider compensation per hour of coverage includes all compensation and benefit costs for all professional providers, including physicians, physician assistants and nurse practitioners, during each patient encounter. Providers include all full-time, part-time and independently contracted providers. Analyzing provider compensation per hour of coverage enables us to monitor our most significant cost in performing services under our contracts.

•

Professional liability costs.  These costs include provisions for estimated losses for actual claims, and claims likely to be incurred in the period, based on our past loss experience, as well as actual direct costs, including investigation and defense costs, claims payments, and other costs related to provider professional liability.

        EmCare's business is not as capital intensive as AMR's, and EmCare's depreciation expense relates primarily to charges for usage of computer hardware and software, and other technologies. Amortization expense relates primarily to intangibles recorded for customer relationships.

AMR

        Approximately 87% of AMR's net revenue for the six months ended June 30, 2011 and for the year ended December 31, 2010 was transport revenue derived from the treatment and transportation of patients, including fixed-wing air ambulance services, based on billings to third party payors, healthcare facilities and patients. The balance of AMR's net revenue was derived from direct billings to

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communities and government agencies for the provision of training, dispatch center and other services. AMR's measures for transport net revenue include:

•

Transports.  We utilize transport data, including the number and types of transports, to evaluate net revenue and as the basis by which we measure certain costs of the business. We segregate transports into two main categories—ambulance transports (including emergency, as well as non-emergency, critical care and other interfacility transports) and wheelchair transports—due to the significant differences in reimbursement and the associated costs of providing ambulance and wheelchair transports. As a result of these differences, in certain analyses we weight our transport numbers according to category in an effort to better measure net revenue and costs.

•

Net revenue per transport.  Net revenue per transport reflects the expected net revenue for each transport based on gross billings less provisions for contractual discounts and estimated uncompensated care. In order to better understand the trends across service lines and in our transport rates, we analyze our net revenue per transport based on weighted transports to reflect the differences in our transportation mix.

        The change from period to period in the number of transports and net revenue per transport is influenced by the mix of emergency versus non-emergency transports, changes in transports in existing markets from both new and existing facilities we serve for non-emergency transports, and the effects of general community conditions for emergency transports. The general community conditions may include (1) the timing, location and severity of influenza, allergens and other annually recurring viruses, (2) severe weather that affects a region's health status or infrastructure and (3) community-specific demographic changes.

        The costs we incur in our AMR business segment consist primarily of compensation and benefits for ambulance crews and support personnel, direct and indirect operating costs to provide transportation services, and costs related to accident and insurance claims. AMR's key cost measures include:

•

Unit hours and cost per unit hour.  Our measurement of a unit hour is based on a fully staffed ambulance or wheelchair van for one operating hour. We use unit hours and cost per unit hour to measure compensation-related costs and the efficiency of our deployed resources. We monitor unit hours and cost per unit hour on a combined basis, as well as on a segregated basis between ambulance and wheelchair transports.

•

Operating costs per transport.  Operating costs per transport is comprised of certain direct operating costs, including vehicle operating costs, medical supplies and other transport-related costs, but excluding compensation-related costs. Monitoring operating costs per transport allows us to better evaluate cost trends and operating practices of our regional and local management teams.

•

Accident and insurance claims.  We monitor the number and magnitude of all accident and insurance claims in order to measure the effectiveness of our risk management programs. Depending on the type of claim (workers compensation, auto, general or professional liability), we monitor our performance by utilizing various bases of measurement, such as net revenue, miles driven, number of vehicles operated, compensation dollars, and number of transports.

        We have focused our risk mitigation efforts on employee training for proper patient handling techniques, development of clinical and medical equipment protocols, driving safety, implementation of technology to reduce auto incidents and other risk mitigation processes which we believe has resulted in a reduction in the frequency, severity and development of claims.

        AMR's business requires various investments in long-term assets and depreciation expense relates primarily to charges for usage of these assets, including vehicles, computer hardware and software,

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equipment and other technologies. Amortization expense relates primarily to intangibles recorded for customer relationships.

Factors Affecting Operating Results

Federal Emergency Management Agency Contract

        In 2007, FEMA awarded AMR with a national contract to provide ambulance, para-transit, and rotary and fixed-wing air ambulance transportation services to supplement federal and military responses to disasters, acts of terrorism and other public health emergencies. The original contract covered the 21 states along the Gulf and Atlantic coasts and was expanded by FEMA to the full 48 contiguous states on October 1, 2009. This expanded coverage extends through October 31, 2011 and FEMA has the option to renew the contract for different zones in the contract at various points during the remainder of 2011 and 2012. In August 2008, AMR was deployed under this contract to provide patient evacuations and disaster relief efforts in three Gulf Coast states for hurricanes Gustav and Ike and recorded approximately $107 million in net revenue during the year ended December 31, 2008. There were no material FEMA deployments during the years ended December 31, 2010 or 2009.

Rate Changes by Government Sponsored Programs

        In February 2002, the CMS issued the Final Rule that revised Medicare policy on the coverage of ambulance transport services, effective April 1, 2002. The Final Rule was the result of a mandate under the Balanced Budget Act of 1997 ("BBA") to establish a national fee schedule for payment of ambulance transport services that would control increases in expenditures under Part B of the Medicare program, establish definitions for ambulance transport services that link payments to the type of services furnished, consider appropriate regional and operational differences and consider adjustments to account for inflation, among other provisions. The Final Rule provided for a five-year phase-in of a national fee schedule, beginning April 1, 2002. We estimate that the impact of a national fee schedule promulgated in 2002, as modified by subsequent legislation, resulted in an increase in AMR's net revenue of approximately $14 million in 2008, an increase in AMR's net revenue of approximately $24 million in 2009, and a decrease in AMR's net revenue of approximately $18 million in 2010. Based upon the current Medicare transport mix and barring further legislative action, we expect a potential increase in AMR's net revenue of less than $1 million for 2011. Although we have been able to substantially mitigate the phased-in reductions of the BBA through additional fee and subsidy increases, we may not be able to continue to do so.

        Medicare pays for all EmCare physicians' services based upon a national fee schedule. The rate formula may result in significant yearly fluctuations which may be unrelated to changes in the actual cost of providing physician services.

Changes in Net New Contracts

        Our operating results are affected directly by the number of net new contracts and related volume we have in a period, reflecting the effects of both new contracts and contract expirations. We regularly bid for new contracts, frequently in a formal competitive bidding process that often requires written responses to a RFP and, in any fiscal period, certain of our contracts will expire. We may elect not to seek extension or renewal of a contract if we determine that we cannot do so on favorable terms. With respect to expiring contracts we would like to renew, we may be required to seek renewal through an RFP, and we may not be successful in retaining any such contracts, or retaining them on terms that are as favorable as present terms. For the year ended December 31, 2010, AMR and EmCare's contract retention rates were 99% and 88%, respectively.

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Inflation and Fuel Costs

        Certain of our expenses, such as wages and benefits, insurance, fuel and equipment repair and maintenance costs, are subject to normal inflationary pressures. Fuel expense represented 11.2% and 9.8% of AMR's operating expenses for the six months ended June 30, 2011 and 2010, respectively. Excluding the impact of the 2008 hurricane deployment, fuel expense represented 10.2%, 9.1% and 14.1% of AMR's operating expenses for the years ended December 31, 2010, 2009, and 2008, respectively. Although we have generally been able to offset inflationary cost increases through increased operating efficiencies and successful negotiation of fees and subsidies, we can provide no assurance that we will be able to offset any future inflationary cost increases through similar efficiencies and fee changes.

Critical Accounting Policies

        The preparation of financial statements requires management to make estimates and assumptions relating to the reporting of results of operations, financial condition and related disclosure of contingent assets and liabilities at the date of the financial statements. Actual results may differ from those estimates under different assumptions or conditions. The following are our most critical accounting policies, which are those that require management's most difficult, subjective and complex judgments, requiring the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods.

        The following discussion is not intended to represent a comprehensive list of our accounting policies. For a detailed discussion of the application of these and other accounting policies, see note 2 to our audited consolidated financial statements included elsewhere in this prospectus.

Claims Liability and Professional Liability Reserves

        We are self-insured up to certain limits for costs associated with workers compensation claims, automobile, professional liability claims and general business liabilities. Reserves are established for estimates of the loss that we will ultimately incur on claims that have been reported but not paid and claims that have been incurred but not reported. These reserves are based upon independent actuarial valuations, which are updated quarterly. Reserves other than general liability reserves are discounted at a rate commensurate with the interest rate on monetary assets that essentially are risk free and have a maturity comparable to the underlying liabilities. The actuarial valuations consider a number of factors, including historical claim payment patterns and changes in case reserves, the assumed rate of increase in healthcare costs and property damage repairs. Historical experience and recent trends in the historical experience are the most significant factors in the determination of these reserves. We believe the use of actuarial methods to account for these reserves provides a consistent and effective way to measure these subjective accruals. However, given the magnitude of the claims involved and the length of time until the ultimate cost is known, the use of any estimation technique in this area is inherently sensitive. Accordingly, our recorded reserves could differ from our ultimate costs related to these claims due to changes in our accident reporting, claims payment and settlement practices or claims reserve practices, as well as differences between assumed and future cost increases. Due to the complexity and uncertainty associated with these factors, we do not believe it is practical or meaningful to quantify the sensitivity of any particular assumption in isolation. During the six months ended June 30, 2011 and 2010 we recorded increases in our provisions for insurance liabilities of $8.2 million and $0.1 million, respectively, related to reserves for losses in prior years. During 2010 we recorded an increase in our provisions for insurance liabilities of $0.4 million, an increase of $4.5 million during 2009, and a decrease of $4.1 million during 2008 related to reserves for losses in prior years. Accrued unpaid claims and expenses that are expected to be paid within the next twelve months are classified as current liabilities. All other accrued unpaid claims and expenses are classified as non-current liabilities.

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Trade and Other Accounts Receivable

        Our internal billing operations have primary responsibility for billing and collecting our accounts receivable. We utilize various processes and procedures in our collection efforts depending on the payor classification; these efforts include monthly statements, written collection notices and telephonic follow-up procedures for certain accounts. EmCare and AMR write off amounts not collected through our internal collection efforts to our uncompensated care allowance, and send these receivables to third party collection agencies for further follow-up collection efforts. We record any subsequent collections through third party collection efforts as a recovery.

        As we discuss further in our "Revenue Recognition" policy below, we determine our allowances for contractual discounts and uncompensated care based on sophisticated information systems and financial models, including payor reimbursement schedules, historical write-off experience and other economic data. We record our patient-related accounts receivable net of estimated allowances for contractual discounts and uncompensated care in the period in which we perform services. We record gross fee-for-service revenue and related receivables based upon established fee schedule prices. We reduce our recorded revenue and receivables for estimated discounts to patients covered by contractual insurance arrangements, and reduce these further by our estimate of uncollectible accounts. Due to the complexity and uncertainty associated with these factors, we do not believe it is practical or meaningful to quantify the sensitivity of any particular assumption in isolation.

        Our provision and allowance for uncompensated care is based primarily on the historical collection and write-off activity of our approximately 14 million annual patient encounters. We extract this data from our billing systems regularly and use it to compare our accounts receivable balances to estimated ultimate collections. Our allowance for uncompensated care is related principally to receivables we record for self-pay patients and is not recorded on specific accounts due to the volume of individual patient receivables and the thousands of commercial and managed care contracts.

        We also have other receivables related to facility and community subsidies and contractual receivables for providing staffing to communities for special events. We review these other receivables periodically to determine our expected collections and whether any allowances may be necessary. We write the balance off after we have exhausted all collection efforts.

Business Combinations

        Effective January 1, 2009, we adopted ASC 805, Business Combinations, which revised the accounting guidance that we were required to apply for our acquisitions in comparison to prior fiscal years. In accordance with this guidance, the assets and liabilities of an acquired business are recorded at their fair values at the date of acquisition. The excess of the purchase price over the estimated fair values is recorded as goodwill. All acquisition costs are expensed as incurred. While we use our best estimates and assumptions as a part of the purchase price allocation process to accurately value assets acquired and liabilities assumed at the acquisition date, our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period any subsequent adjustments are recorded as expense.

Revenue Recognition

        Revenue is recognized at the time of service and is recorded net of provisions for contractual discounts and estimated uncompensated care. We estimate our provision for contractual discounts and uncompensated care based on payor reimbursement schedules, historical collections and write-off experience and other economic data. As a result of the estimates used in recording the provisions and the nature of healthcare collections, which may involve lengthy delays, there is a reasonable possibility that recorded estimates will change materially in the short-term.

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        The changes in the provisions for contractual discounts and estimated uncompensated care are primarily a result of changes in our gross fee-for-service rate schedules and gross accounts receivable balances. These gross fee schedules, including any changes to existing fee schedules, generally are negotiated with various contracting entities, including municipalities and facilities. Fee schedule increases are billed for all revenue sources and to all payors under that specific contract; however, reimbursement in the case of certain state and federal payors, including Medicare and Medicaid, will not change as a result of the change in gross fee schedules. In certain cases, this results in a higher level of contractual and uncompensated care provisions and allowances, requiring a higher percentage of contractual discount and uncompensated care provisions compared to gross charges.

        In addition, management analyzes the ultimate collectability of revenue and accounts receivable after certain stages of the collection cycle using a look-back analysis to determine the amount of receivables subsequently collected. Adjustments related to this analysis are recorded as a reduction or increase to net revenue each month, and were less than 1% of net revenue for each of the six month periods ending June 30, 2011 and 2010 and for the years ended December 31, 2010, 2009 and 2008.

        The evaluation of these factors, as well as the interpretation of governmental regulations and private insurance contract provisions, involves complex, subjective judgments. As a result of the inherent complexity of these calculations, our actual revenues and net income, and our accounts receivable, could vary significantly from the amounts reported.

Income Taxes

        Deferred income taxes reflect the impact of temporary differences between the reported amounts of assets and liabilities for financial reporting purposes and such amounts as measured by tax laws and regulations. The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. A valuation allowance is provided for deferred tax assets when management concludes it is more likely than not that some portion of the deferred tax assets will not be recognized. The respective tax authorities, in the normal course, audit previous tax filings. We have recorded reserves based upon management's best estimate of final outcomes, but such estimates may differ from the tax authorities ultimate outcomes.

Goodwill and Other Intangible Assets

        Goodwill is not amortized and is required to be tested annually for impairment, or more frequently if changes in circumstances, such as an adverse change to our business environment, cause us to believe that goodwill may be impaired. Goodwill is allocated at the reporting unit level. If the fair value of the reporting unit falls below the book value of the reporting unit at an impairment assessment date, an impairment charge would be recorded.

        Should our business environment or other factors change, our goodwill may become impaired and may result in material charges to our income statement.

        Definite life intangible assets are subject to impairment reviews when evidence or triggering events suggest that an impairment may have occurred. Should such triggering events occur that cause us to review our definite life intangibles, management evaluates the carrying value in relation to the projection of future cash flows of the underlying assets. If deemed necessary, we would take a charge to earnings for the difference between the carrying value and the estimated fair value. Should factors affecting the value of our definite life intangibles change significantly, such as declining contract retention rates or reduced contractual cash flows, we may need to record an impairment charge that is significant to our financial statements.

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Results of Operations

Basis of Presentation

        The following tables present, for the periods indicated, a comparison of financial data from our audited consolidated statements of operations for the years ended December 31, 2008, 2009 and 2010 and from our unaudited consolidated statements of operations for the six months ended June 30, 2010, the period from January 1 through May 24, 2011 and the period from May 25 through June 30, 2011, as well as for the combined six months ended June 30, 2011 for EMSC and our two operating segments. The results of operations will be discussed on a combined basis for the six months ended June 30, 2011. Management believes that the discussion on a combined basis is more meaningful as it allows the results of operations to be analyzed to the comparable period in 2010. Exceptions to this include depreciation and amortization expense, interest expense, and interest and other (expense) income, which had significant impacts as a result of the Merger, but are addressed separately in the discussion below.

Consolidated Results of Operations and as a Percentage of Net Revenue
(in thousands of dollars)

	Predecessor															Successor			Combined
													Period from January 1 through May 24, 2011			Period from May 25 through June 30, 2011
										Six Months ended June 30, 2010									Six Months Ended June 30, 2011
	Year ended December 31,
	2008			2009			2010
										(unaudited)			(unaudited)			(unaudited)			(unaudited)
Net revenue	$	2,409,864		$	2,569,685		$	2,859,322		$	1,388,158		$	1,221,790		$	319,543		$	1,541,333
Compensation and benefits		1,637,425			1,796,779			2,023,503			976,760			874,633			221,804			1,096,437
Operating expenses		383,359			334,328			359,262			177,115			156,740			41,856			198,596
Insurance expense		82,221			97,610			97,330			48,012			47,229			10,089			57,318
Selling, general and administrative expenses		69,658			63,481			67,912			35,156			29,241			6,861			36,102
Depreciation and amortization expense		68,980			64,351			65,332			31,872			28,467			11,061			39,528
Income from operations		168,221			213,136			245,983			119,243			85,480			27,872			113,352
Interest income from restricted assets		6,407			4,516			3,105			1,714			1,124			162			1,286
Interest expense		(42,087	)		(40,996	)		(22,912	)		(13,326	)		(7,886	)		(17,950	)		(25,836	)
Realized gain (loss) on investments		2,722			2,105			2,450			149			(9	)		7			(2	)
Interest and other income (expense)		2,055			1,816			968			471			(28,873	)		(140	)		(29,013	)
Loss on early debt extinguishment		(241	)		—			(19,091	)		(19,091	)		(10,069	)		—			(10,069	)
Equity in earnings of unconsolidated subsidiary		300			347			347			199			143			33			176
Income tax expense		(52,530	)		(65,685	)		(79,126	)		(34,365	)		(19,242	)		(4,158	)		(23,400	)
Net income	$	84,847		$	115,239		$	131,724		$	54,994		$	20,668		$	5,826			26,494

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	Predecessor															Successor			Combined
													Period from January 1 through May 24, 2011			Period from May 25 through June 30, 2011
										Six Months ended June 30, 2010									Six Months ended June 30, 2011
	Year ended December 31,
	2008			2009			2010
										(unaudited)			(unaudited)			(unaudited)			(unaudited)
Net revenue		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%
Compensation and benefits		67.9			69.9			70.8			70.4			71.6			69.4			71.1
Operating expenses		15.9			13.0			12.6			12.8			12.8			13.1			12.9
Insurance expenses		3.4			3.8			3.4			3.5			3.9			3.2			3.7
Selling, general and administrative expenses		2.9			2.5			2.4			2.5			2.4			2.1			2.3
Depreciation and amortization expense		2.9			2.5			2.3			2.3			2.3			3.5			2.6
Income from operations		7.0	%		8.3	%		8.6	%		8.6	%		7.0	%		8.7	%		7.4	%

Segment Results of Operations and as a Percentage of Net Revenue
(in thousands of dollars)

EmCare

	Predecessor										Successor		Combined
									Period from January 1 through May 24, 2011		Period from May 25 through June 30, 2011
							Six Months ended June 30, 2010						Six Months ended June 30, 2011
	Year ended December 31,
	2008		2009		2010
							(unaudited)		(unaudited)		(unaudited)		(unaudited)
Net revenue	$	1,008,063	$	1,225,828	$	1,478,462	$	707,037	$	642,059	$	171,714	$	813,773
Compensation and benefits		795,777		956,306		1,164,389		557,107		513,639		133,192		646,831
Operating expenses		36,355		39,872		45,745		23,037		21,038		6,040		27,078
Insurance expense		42,326		49,619		52,540		24,052		24,361		5,631		29,992
Selling, general and administrative expenses		23,747		25,273		28,479		15,200		12,900		2,907		15,807
Depreciation and amortization expense		13,898		15,161		20,384		9,568		9,411		4,687		14,098
Income from operations	$	95,960	$	139,597	$	166,925	$	78,073	$	60,710	$	19,257	$	79,967

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		Predecessor															Successor			Combined
														Period from January 1 through May 24, 2011			Period from May 25 through June 30, 2011
											Six Months ended June 30, 2010									Six Months ended June 30, 2011
		Year ended December 31,
		2008			2009			2010
											(unaudited)			(unaudited)			(unaudited)			(unaudited)
Net revenue			100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%
Compensation and benefits			78.9			78.0			78.8			78.8			80.0			77.6			79.5
Operating expenses			3.6			3.3			3.1			3.3			3.3			3.5			3.3
Insurance expense			4.2			4.0			3.6			3.4			3.8			3.3			3.7
Selling, general and administrative expenses			2.4			2.1			1.9			2.1			2.0			1.7			1.9
Depreciation and amortization expense			1.4			1.2			1.4			1.4			1.5			2.7			1.7
	Income from operations		9.5	%		11.4	%		11.3	%		11.0	%		9.5	%		11.2	%		9.8	%

AMR

		Predecessor										Successor		Combined
										Period from January 1 through May 24, 2011		Period from May 25 through June 30, 2011
								Six Months ended June 30, 2010						Six Months ended June 30, 2011
		Year ended December 31,
		2008		2009		2010
								(unaudited)		(unaudited)		(unaudited)		(unaudited)
Net revenue		$	1,401,801	$	1,343,857	$	1,380,860	$	681,121	$	579,731	$	147,829	$	727,560
Compensation and benefits			841,648		840,473		859,114		419,653		360,994		88,612		449,606
Operating expenses			347,004		294,456		313,517		154,078		135,702		35,816		171,518
Insurance expense			39,895		47,991		44,790		23,960		22,868		4,458		27,326
Selling, general and administrative expenses			45,911		38,208		39,433		19,956		16,341		3,954		20,295
Depreciation and amortization expense			55,082		49,190		44,948		22,304		19,056		6,374		25,430
	Income from operations	$	72,261	$	73,539	$	79,058	$	41,170	$	24,770	$	8,615	$	33,385

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		Predecessor															Successor			Combined
														Period from January 1 through May 24, 2011			Period from May 25 through June 30, 2011
											Six Months ended June 30, 2010									Six Months ended June 30, 2011
		Year ended December 31,
		2008			2009			2010
											(unaudited)			(unaudited)			(unaudited)			(unaudited)
Net revenue			100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%
Compensation and benefits			60.0			62.5			62.2			61.6			62.3			59.9			61.8
Operating expenses			24.8			21.9			22.7			22.6			23.4			24.2			23.6
Insurance expense			2.8			3.6			3.2			3.5			3.9			3.0			3.8
Selling, general and administrative expenses			3.3			2.8			2.9			2.9			2.8			2.7			2.8
Depreciation and amortization expense			3.9			3.7			3.3			3.3			3.3			4.3			3.5
	Income from operations		5.2	%		5.5	%		5.7	%		6.0	%		4.3	%		5.8	%		4.6	%

Non-GAAP Measures

        Adjusted EBITDA.    Adjusted EBITDA is defined as net income before equity in earnings of unconsolidated subsidiary, income tax expense, loss on early debt extinguishment, interest and other (expense) income, realized gain (loss) on investments, interest expense, depreciation and amortization expense, equity-based compensation expenses and related party management fees. Adjusted EBITDA, as reported historically, has been adjusted to reflect equity-based compensation expenses and related party management fees. See the reconciliation table below.

        Adjusted EBITDA is commonly used by management and investors as a performance measure. Adjusted EBITDA is not considered a measure of financial performance under GAAP, and the items excluded from Adjusted EBITDA are significant components in understanding and assessing our financial performance. Adjusted EBITDA has limitations as an analytical tool and should not be considered in isolation or as an alternative to GAAP measures such as net income, cash flows provided by or used in operating, investing or financing activities or other financial statement data presented in our consolidated financial statements as an indicator of financial performance or liquidity. Because Adjusted EBITDA is not a measure determined in accordance with GAAP and is susceptible to varying calculations, this measure, as presented, may not be comparable to other similarly titled measures of other companies.

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        The following tables set forth a reconciliation of Adjusted EBITDA to net income for our company, and reconciliations of Adjusted EBITDA to income from operations for our two operating segments for the periods indicated (amounts in thousands of dollars):

		Predecessor															Successor			Combined
														Period from January 1 through May 24, 2011			Period from May 25 through June 30, 2011
											Six Months ended June 30, 2010									Six Months ended June 30, 2011
		Year ended December 31,
		2008			2009			2010
Consolidated/Combined
Adjusted EBITDA		$	247,084		$	286,982		$	322,119		$	155,874		$	130,582		$	40,039		$	170,621
	Related party management fees		(1,000	)		(1,000	)		(1,000	)		(500	)		(399	)		(514	)		(913	)
	Equity-based compensation expense		(2,476	)		(3,979	)		(6,699	)		(2,545	)		(15,112	)		(430	)		(15,542	)
	Depreciation and amortization expense		(68,980	)		(64,351	)		(65,332	)		(31,872	)		(28,467	)		(11,061	)		(39,528	)
	Interest income from restricted assets		(6,407	)		(4,516	)		(3,105	)		(1,714	)		(1,124	)		(162	)		(1,286	)
Income from operations			168,221			213,136			245,983			119,243			85,480			27,872			113,352
	Interest income from restricted assets		6,407			4,516			3,105			1,714			1,124			162			1,286
	Interest expense		(42,087	)		(40,996	)		(22,912	)		(13,326	)		(7,886	)		(17,950	)		(25,836	)
	Realized gain (loss) on investments		2,722			2,105			2,450			149			(9	)		7			(2	)
	Interest and other income (expense)		2,055			1,816			968			471			(28,873	)		(140	)		(29,013	)
	Loss on early debt extinguishment		(241	)		—			(19,091	)		(19,091	)		(10,069	)		—			(10,069	)
	Income tax expense		(52,530	)		(65,685	)		(79,126	)		(34,365	)		(19,242	)		(4,158	)		(23,400	)
	Equity in earnings of unconsolidated subsidiary		300			347			347			199			143			33			176
Net income		$	84,847		$	115,239		$	131,724		$	54,994		$	20,668		$	5,826			26,494
EmCare
Adjusted EBITDA		$	115,239		$	159,535		$	192,503		$	90,037		$	77,686		$	24,434		$	102,120
	Related party management fees		(450	)		(450	)		(450	)		(225	)		(180	)		(231	)		(411	)
	Equity-based compensation expense		(1,114	)		(1,791	)		(3,015	)		(1,145	)		(6,801	)		(193	)		(6,994	)
	Depreciation and amortization expense		(13,898	)		(15,161	)		(20,384	)		(9,568	)		(9,411	)		(4,687	)		(14,098	)
	Interest income from restricted assets		(3,817	)		(2,536	)		(1,729	)		(1,026	)		(584	)		(66	)		(650	)
Income from operations		$	95,960		$	139,597		$	166,925		$	78,073		$	60,710		$	19,257		$	79,967
AMR
Adjusted EBITDA		$	131,845		$	127,447		$	129,616		$	65,837		$	52,896		$	15,605		$	68,501
	Related party management fees		(550	)		(550	)		(550	)		(275	)		(219	)		(283	)		(502	)
	Equity-based compensation expense		(1,362	)		(2,188	)		(3,684	)		(1,400	)		(8,311	)		(237	)		(8,548	)
	Depreciation and amortization expense		(55,082	)		(49,190	)		(44,948	)		(22,304	)		(19,056	)		(6,374	)		(25,430	)
	Interest income from restricted assets		(2,590	)		(1,980	)		(1,376	)		(688	)		(540	)		(96	)		(636	)
Income from operations		$	72,261		$	73,539		$	79,058		$	41,170		$	24,770		$	8,615		$	33,385

Combined six months ended June 30, 2011 compared to the six months ended June 30, 2010

Consolidated

        Our results for the combined six months ended June 30, 2011 reflect an increase in net revenue of $153.2 million and a decrease in net income of $28.5 million compared to the six months ended June 30, 2010. The decrease in net income is attributable primarily to an increase in interest expense and other fees associated with the Merger, partially offset by a decrease in income tax expense. During the combined six months ended June 30, 2011, we recorded $29.8 million for fees associated with the Merger, which are included in interest and other (expense) income. An additional $12.4 million in stock compensation expense was recorded for stock options and restricted stock which automatically

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vested with the Merger and the associated payroll taxes; see Note 1 to the accompanying unaudited consolidated financial statements.

        Net revenue.    For the six months ended June 30, 2011, we generated net revenue of $1,541.3 million compared to net revenue of $1,388.2 million for the six months ended June 30, 2010, representing an increase of 11.0%. The increase is attributable primarily to increases in rates and volumes on existing contracts combined with increased volume from net new contracts and acquisitions.

        Adjusted EBITDA.    Adjusted EBITDA was $170.6 million, or 11.1% of net revenue, for the six months ended June 30, 2011 compared to $155.9 million, or 11.2% of net revenue, for the six months ended June 30, 2010.

        Interest expense.    Interest expense for the six months ended June 30, 2011 was $25.8 million compared to $13.3 million for the six months ended June 30, 2010. The change was due to the increase in our outstanding debt and effective interest rate associated with the issuance of our new senior subordinated unsecured notes and borrowings under our new credit facilities in May 2011. In conjunction with entering into our new credit facility, we increased our total outstanding debt by $2.0 billion.

        Interest and other (expense) income.    During the six months ended June 30, 2011, $29.0 million was expensed compared to $0.5 million of income recognized during the six months ended June 30, 2010. The increase in expense was due to $29.8 million expensed during the second quarter of 2011 for investment banking, legal, accounting and other advisory services related to the Merger.

        Loss on early debt extinguishment.    During the six months ended June 30, 2011, we recorded a loss on early debt extinguishment of $10.1 million which included unamortized debt issuance associated with our credit facility in place prior to the Merger. During the six months ended June 30, 2010, we recorded a loss on early debt extinguishment of $19.1 million as we entered into a new credit facility and redeemed our senior subordinated notes.

        Income tax expense.    Income tax expense decreased by $11.0 million for the six months ended June 30, 2011 compared to the same period in 2010. Our effective tax rate was 41.8% for the Successor period from May 25, 2011 through June 30, 2011 and 48.4% for the Predecessor period from January 1, 2011 through May 24, 2011. Our effective tax rate for the six months ended June 30, 2010 was 38.5%. The increase in our effective tax rate was a result of certain Merger related costs that are not deductible for tax purposes.

EmCare

        Net revenue.    Net revenue for the combined six months ended June 30, 2011 was $813.8 million, an increase of $106.7 million, or 15.1%, from $707.0 million for the six months ended June 30, 2010. The increase was due primarily to an increase in patient encounters from net new hospital contracts and net revenue increases in existing contracts. Net new contracts since December 31, 2009 accounted for a net revenue increase of $81.5 million for the six months ended June 30, 2011, of which $69.6 million came from net new contracts added in 2010 with the remaining increase in net revenue from those added in 2011. Net revenue under our "same store" contracts (contracts in existence for the entirety of both periods) increased $25.2 million, or 4.3%, for the six months ended June 30, 2011. The change was due primarily to a 5.5% increase in same store weighted patient encounters, partially offset by a 1.2% decrease in revenue per weighted patient encounter. The increase in same store net revenue was due primarily to additional volume, partially offset by a lower average charge per patient, related to a stronger flu season in the first quarter of 2011 compared to the same period in 2010.

        Compensation and benefits.    Compensation and benefits costs for the six months ended June 30, 2011 were $646.8 million, or 79.5% of net revenue, compared to $557.1 million, or 78.8% of net

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revenue, for the same period in 2010. Stock-based compensation expense was $7.0 million during the six months ended June 30, 2011 compared to $1.1 million during the same quarter last year. The increase was due primarily to accelerated stock-based compensation expense associated with the Merger. Provider compensation costs increased $62.3 million from net new contract additions. Same store provider compensation costs were $15.5 million higher than the prior period due primarily to a 5.5% increase in same store weighted patient encounters, partially offset by a 1.5% decrease in provider compensation per weighted patient encounter. Non-provider compensation and total benefits costs, excluding stock-based compensation expense, increased by $6.0 million during the six months ended June 30, 2011 compared to the same period in 2010. The increase is due to our recent acquisitions and organic growth. Payroll taxes related to Merger of $0.3 million were also expensed during the six months ended June 30, 2011.

        Operating expenses.    Operating expenses for the six months ended June 30, 2011 were $27.1 million, or 3.3% of net revenue, compared to $23.0 million, or 3.3% of net revenue, for the same period in 2010. Operating expenses increased $4.1 million due primarily to our recent acquisitions and organic growth.

        Insurance expense.    Professional liability insurance expense for the six months ended June 30, 2011 was $30.0 million, or 3.7% of net revenue, compared to $24.1 million, or 3.4% of net revenue, for the six months ended June 30, 2010. We recorded an increase of prior year insurance provisions of $3.3 million during the six months ended June 30, 2011 compared to a decrease of less than $0.1 million during the six months ended June 30, 2010.

        Selling, general and administrative.    Selling, general and administrative expense for the six months ended June 30, 2011 was $15.8 million, or 1.9% of net revenue, compared to $15.2 million, or 2.1% of net revenue, for the six months ended June 30, 2010.

        Depreciation and amortization.    Depreciation and amortization expense for the six months ended June 30, 2011 was $14.1 million, or 1.7% of net revenue, compared to $9.6 million, or 1.4% of net revenue, for the six months ended June 30, 2010. The $4.5 million increase is due primarily to additional amortization expense associated with intangible assets recorded as a result of the Merger transaction during the second quarter of 2011 as well as amortization expense associated with contract intangible assets recorded on acquisitions completed since December 31, 2009.

AMR

        Net revenue.    Net revenue for the combined six months ended June 30, 2011 was $727.6 million, an increase of $46.4 million, or 6.8%, from $681.1 million for the same period in 2010. The increase in net revenue was due primarily to an increase of 3.5%, or $23.7 million, in weighted transport volume and an increase in net revenue per weighted transport of 3.3%, or $22.7 million. The increase in net revenue per weighted transport of 3.3% was due to a 1.7% increase in net revenue per transport resulting primarily from a higher mix of emergency versus non-emergency transports and rate increases in several markets, with the remaining increase coming from growth in our managed transportation business. AMR's managed transportation business represented 6.1% of AMR's net revenue for the six months ended June 30, 2011 compared to 4.6% for the six months ended June 30, 2010. Weighted transports increased 50,100 from the same period last year. The change was due to an increase in weighted transport volume in existing markets of 1.5%, or 21,700 weighted transports, an increase of 21,500 weighted transports from acquisitions, and an increase of 9,500 weighted transports from our entry into new markets, which increases were partially offset by a decrease of 2,600 weighted transports from the exit of certain markets.

        Compensation and benefits.    Compensation and benefit costs for the six months ended June 30, 2011 were $449.6 million, or 61.8% of net revenue, compared to $419.7 million, or 61.6% of net

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revenue, for the same period last year. Stock-based compensation expense was $8.5 million during the six months ended June 30, 2011 compared to $1.4 million during the same quarter last year. The increase was due primarily to accelerated stock-based compensation expense associated with the Merger. Ambulance crew wages per ambulance unit hour increased by approximately 2.7%, or $6.4 million, attributable primarily to annual wage rate increases. Ambulance unit hours increased period over period by 2.9%, or $6.7 million, due primarily to our recent acquisitions and our entry into new markets. Non-crew compensation, excluding stock-based compensation expense, increased period over period by $1.8 million due primarily to increased costs of $1.5 million in our managed transportation business. Total benefits related costs increased $8.1 million due primarily to increases in payroll taxes, of which $0.3 million were related to the Merger, and higher costs for our health insurance plans.

        Operating expenses.    Operating expenses for the six months ended June 30, 2011 were $171.5 million, or 23.6% of net revenue, compared to $154.1 million, or 22.6% of net revenue, for the six months ended June 30, 2010. The change is due primarily to increased costs associated with our managed transportation business of $12.9 million and an increase in fuel costs of $4.1 million.

        Insurance expense.    Insurance expense for the six months ended June 30, 2011 was $27.3 million, or 3.8% of net revenue, compared to $24.0 million, or 3.5% of net revenue, for the same period in 2010. We recorded an increase of prior year insurance provisions of $4.8 million during the six months ended June 30, 2011 compared to an increase of $0.1 million during the six months ended June 30, 2010.

        Selling, general and administrative.    Selling, general and administrative expense for the six months ended June 30, 2011 was $20.3 million, or 2.8% of net revenue, compared to $20.0 million, or 2.9% of net revenue, for the six months ended June 30, 2010.

        Depreciation and amortization.    Depreciation and amortization expense for the six months ended June 30, 2011 was $25.4 million, or 3.5% of net revenue, compared to $22.3 million, or 3.3% of net revenue, for the same period in 2010. The $3.1 million increase is due primarily to additional amortization expense associated with intangible assets recorded as a result of the Merger transaction during the second quarter of 2011 as well as amortization expense associated with contract intangible assets recorded on acquisitions completed since December 31, 2009.

Year ended December 31, 2010 compared to year ended December 31, 2009

Consolidated

        Our results for the year ended December 31, 2010 reflect an increase in net revenue of $289.6 million and an increase in net income of $16.5 million compared to the year ended December 31, 2009. The increase in net income was attributable primarily to growth in income from operations and a decrease in interest expense, partially offset by the loss on early debt extinguishment. Basic and diluted earnings per share were $3.00 and $2.95, respectively, for the year ended December 31, 2010. Basic and diluted earnings per share were $2.71 and $2.64, respectively, for the same period in 2009. The basic and diluted earnings per share for the year ended December 31, 2010 include the impact from the loss on early debt extinguishment and a reserve recorded in connection with a tentative legal settlement relating to certain AMR affiliates in New York (the "DOJ Accrual"). These items were recorded in the second quarter of 2010 and account for basic and diluted earnings per share of $0.31 and $0.30, respectively, for the year ended December 31, 2010.

Net revenue

        For the year ended December 31, 2010, we generated net revenue of $2,859.3 million compared to net revenue of $2,569.7 million for the year ended December 31, 2009, representing an increase of

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11.3%. The increase is attributable to increases in revenues on existing contracts and increased volume from net new contracts and acquisitions.

Adjusted EBITDA

        Adjusted EBITDA was $322.1 million, or 11.3% of net revenue, for the year ended December 31, 2010 compared to $287.0 million, or 11.1% of net revenue, for the same period in 2009. The year ended December 31, 2010 includes the impact from the DOJ Accrual described previously.

Interest expense

        Interest expense for the year ended December 31, 2010 was $22.9 million compared to $41.0 million for the same period in 2009. The decrease was due to entering into our previous credit facility in April 2010 and the redemption of our prior senior subordinated notes which resulted in a decrease to our effective interest rate compared to our previous debt structure. In conjunction with entering our previous credit facility, we reduced our total outstanding debt by $25.0 million.

Income tax expense

        Income tax expense increased by $13.4 million for the year ended December 31, 2010, compared to the same period in 2009. Our effective tax rate for the year ended December 31, 2010 was 37.6% compared with 36.4% for the same period in 2009. The effective tax rate in 2009 was impacted by the reversal of reserves associated with previous tax positions recognized in prior periods, partially offset by additional valuation allowances recognized during 2009. The effective tax rate in 2010 was favorably impacted by the reduction of certain valuation allowances recognized in prior periods.

EmCare

Net revenue

        Net revenue for the year ended December 31, 2010 was $1,478.5 million, an increase of $252.6 million, or 20.6%, from $1,225.8 million for the year ended December 31, 2009. The increase was due primarily to an increase in patient encounters from net new hospital contracts and net revenue increases in existing contracts. Following December 31, 2008, we added 95 net new contracts which accounted for a net revenue increase of $191.3 million in 2010. Of the 95 net new contracts added since December 31, 2008, 53 were added in 2009 resulting in an incremental increase in 2010 net revenue of $143.6 million. During the year ended December 31, 2010, EmCare added 107 new contracts and terminated 65 contracts resulting in an increase in net revenue of $47.7 million. Net revenue under our "same store" contracts (contracts in existence for the entirety of both years) increased $46.5 million, or 5.0%, for the year ended December 31, 2010. The change is due to a 4.5% increase in revenue per weighted patient encounter and an increase in same store weighted patient encounters of 0.5% over the prior period. 2009 weighted encounters were positively impacted by additional volume from patients treated in response to the H1N1 virus.

Compensation and benefits

        Compensation and benefits costs for the year ended December 31, 2010 were $1,164.4 million, or 78.8% of net revenue, compared to $956.3 million, or 78.0% of net revenue, for the same period in 2009. Provider compensation costs increased $160.1 million from net new contract additions. "Same store" provider compensation and benefits costs were $30.0 million over the prior period due to a 4.3% increase in provider compensation per weighted patient encounter and a 0.5% increase in weighted patient encounters. Non-provider compensation and total benefits costs increased by $17.0 million due primarily to our recent acquisitions.

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Operating expenses

        Operating expenses for the year ended December 31, 2010 were $45.7 million, or 3.1% of net revenue, compared to $39.9 million, or 3.3% of net revenue, for the same period in 2009. Operating expenses increased $5.9 million due primarily to higher collection agency and billing fees incurred in connection with our net new contracts added since December 31, 2008 and the expansion of our anesthesiology and radiology businesses.

Insurance expense

        Professional liability insurance expense for the year ended December 31, 2010 was $52.5 million, or 3.6% of net revenue, compared to $49.6 million, or 4.0% of net revenue, for the same period in 2009. An increase of prior year insurance provisions of $3.6 million was recorded during the year ended December 31, 2010 compared to an increase of $3.4 million during the same period in 2009.

Selling, general and administrative

        Selling, general and administrative expense for the year ended December 31, 2010 was $28.5 million, or 1.9% of net revenue, compared to $25.3 million, or 2.1% of net revenue, for the same period in 2009. The $3.2 million increase is due primarily to growth in the number of net new contracts since December 31, 2008, including costs relating to our acquisitions.

Depreciation and amortization

        Depreciation and amortization expense for the year ended December 31, 2010 was $20.4 million, or 1.4% of net revenue, compared to $15.2 million, or 1.2% of net revenue, for the same period in 2009. The $5.2 million increase is due primarily to additional amortization expense associated with contract intangible assets recorded on acquisitions completed subsequent to December 31, 2008.

AMR

Net revenue

        Net revenue for the year ended December 31, 2010 was $1,380.9 million, an increase of $37.0 million, or 2.8%, from $1,343.9 million for the same period in 2009. The increase in net revenue was due primarily to an increase in net revenue per weighted transport of 2.8%, or $37.3 million. The increase in net revenue per weighted transport of 2.8% was due to a 2.1% increase in rates with the remaining increase coming from growth in our managed transportation business combined with other non-transport related revenue increases. Weighted transports decreased 700 from the same period last year. This change was due to a decrease in weighted transport volume in existing markets of 0.6%, or 17,800 weighted transports, due to the exit of certain contracts in existing markets, and a decrease of 14,600 weighted transports from the exit of certain markets, which decreases were offset by an increase of 31,700 weighted transports from our entry into new markets.

Compensation and benefits

        Compensation and benefit costs for the year ended December 31, 2010 were $859.1 million, or 62.2% of net revenue, compared to $840.5 million, or 62.5% of net revenue, for the year ended December 31, 2009. Ambulance crew wages per ambulance unit hour increased by approximately 4.3%, or $19.7 million attributable primarily to annual wage rate increases. Ambulance unit hours decreased period over period by 1.4%, or $6.8 million, due primarily to the reduction in volume in existing markets and increased efficiency in our ambulance unit hour deployment.

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Operating expenses

        Operating expenses for the year ended December 31, 2010 were $313.5 million, or 22.7% of net revenue, compared to $294.5 million, or 21.9% of net revenue, for the year ended December 31, 2009. The change is due primarily to increased fuel costs of $5.1 million, increased costs associated with growth in our managed transportation business of $9.2 million, and a $3.1 million reserve recorded in connection with the DOJ Accrual.

Insurance expense

        Insurance expense for the year ended December 31, 2010 was $44.8 million, or 3.2% of net revenue, compared to $48.0 million, or 3.6% of net revenue, for the year ended December 31, 2009. We recorded a decrease of prior year insurance provisions of $3.2 million during the year ended December 31, 2010 compared to an increase of $1.1 million for the same period in 2009.

Selling, general and administrative

        Selling, general and administrative expense for the year ended December 31, 2010 was $39.4 million, or 2.9% of net revenue, compared to $38.2 million, or 2.8% of net revenue, for the year ended December 31, 2009.

Depreciation and amortization

        Depreciation and amortization expense for the year ended December 31, 2010 was $44.9 million, or 3.3% of net revenue, compared to $49.2 million, or 3.7% of net revenue, for the same period in 2009. The decrease is due primarily to a $3.0 million reduction in depreciation expense related to AMR's ability to utilize fewer ambulances to service its existing contracts and the timing of replacing fully depreciated assets. Amortization expense also decreased by $1.3 million as certain contract-related intangible assets became fully amortized in 2009.

Year ended December 31, 2009 compared to year ended December 31, 2008

Consolidated

        Our results for the year ended December 31, 2009 reflect an increase in net revenue of $159.8 million and an increase in net income of $30.4 million compared to the year ended December 31, 2008. We recorded approximately $107 million of revenue related to our FEMA deployment during the year ended December 31, 2008. Excluding the impact of FEMA deployment revenue and related income from operations, we experienced growth in income from operations, partially offset by increased income tax expense. Basic and diluted earnings per share were $2.71 and $2.64, respectively, for the year ended December 31, 2009. Basic and diluted earnings per share were $2.04 and $1.97, respectively, for the same period in 2008.

Net revenue

        For the year ended December 31, 2009, we generated net revenue of $2,569.7 million compared to net revenue of $2,409.9 million for the year ended December 31, 2008, representing an increase of 6.6%, or 11.6% excluding the impact of the 2008 FEMA deployment. The increase is attributable to increases in rates and volumes on existing contracts combined with increased volume from net new contracts and acquisitions, partially offset by a decrease in FEMA revenues recorded in the year ended December 31, 2009 compared to the same period in 2008.

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Adjusted EBITDA

        Adjusted EBITDA was $287.0 million, or 11.1% of net revenue, for the year ended December 31, 2009 compared to $247.1 million, or 10.3% of net revenue, for the same period in 2008. The 2008 period includes the positive impact to Adjusted EBITDA related to our hurricane deployment under the FEMA contract.

Interest expense

        Interest expense for the year ended December 31, 2009 was $41.0 million compared to $42.1 million for the same period in 2008. The decrease is due to an unscheduled principal payment of $20 million made in December 2008.

Income tax expense

        Income tax expense increased by $13.2 million for the year ended December 31, 2009, compared to the same period in 2008, which resulted primarily from increased operating income and was partially offset by the reversal of reserves associated with previous tax positions. Our effective tax rate for the year ended December 31, 2009 was 36.4% compared with 38.2% for the same period in 2008. The decrease to the effective tax rate is due to the reversal of reserves associated with previous tax positions, partially offset by additional valuation allowances recognized during 2009.

EmCare

Net revenue

        Net revenue for the year ended December 31, 2009 was $1,225.8 million, an increase of $217.8 million, or 21.6%, from $1,008.1 million for the year ended December 31, 2008. The increase was due primarily to an increase in patient encounters from net new hospital contracts and net revenue increases in existing contracts. Following December 31, 2007, we added 132 net new contracts which accounted for a net revenue increase of $146.7 million in 2009. Of the 132 net new contracts added since December 31, 2007, 79 were added in 2008 resulting in an incremental increase in 2009 net revenue of $72.3 million. Of the 79 net new contracts added in 2008, 45 were from our acquisition of Clinical Partners in August 2008 with related management fee revenue totaling $8.3 million during the year ended December 31, 2009. For the year ended December 31, 2009, EmCare added 106 new contracts and terminated 53 contracts resulting in an increase in net revenue of $74.5 million. Of the 106 new contracts added in 2009, 23 were from our acquisition of Pinnacle Consultants Mid-Atlantic and the management services company of Pinnacle Anesthesia Consultants, P.A., collectively referred to as Pinnacle, which was effective December 19, 2009 with related net revenue of $2.6 million recorded in 2009. Net revenue under our "same store" contracts (contracts in existence for the entirety of both years) increased $62.7 million, or 8.1%, for the year ended December 31, 2009. The change is due to a 1.9% increase in revenue per weighted patient encounter and an increase in same store weighted patient encounters of 6.2% over the prior period. 2009 weighted encounters were positively impacted by additional volume from patients treated in response to the H1N1 virus.

Compensation and benefits

        Compensation and benefits costs for the year ended December 31, 2009 were $956.3 million, or 78.0% of net revenue, compared to $795.8 million, or 78.9% of net revenue, for the same period in 2008. Provider compensation costs increased $104.1 million from net new contract additions. "Same store" provider compensation and benefits costs were $34.8 million over the prior period due primarily to a 6.2% increase in same store weighted patient encounters. Non-provider compensation and total benefits costs increased by $21.6 million due primarily to our recent acquisitions, organic growth, and additional incentive related accruals.

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Operating expenses

        Operating expenses for the year ended December 31, 2009 were $39.9 million, or 3.3% of net revenue, compared to $36.4 million, or 3.6% of net revenue, for the same period in 2008. Operating expenses increased $3.5 million due primarily to higher collection agency and billing fees incurred in connection with the expansion of our anesthesiology and radiology businesses.

Insurance expense

        Professional liability insurance expense for the year ended December 31, 2009 was $49.6 million, or 4.0% of net revenue, compared to $42.3 million, or 4.2% of net revenue, for the same period in 2008. An increase of prior year insurance provisions of $3.4 million was recorded during the year ended December 31, 2009 compared to an increase of $0.3 million during the same period in 2008.

Selling, general and administrative

        Selling, general and administrative expense for the year ended December 31, 2009 was $25.3 million, or 2.1% of net revenue, compared to $23.7 million, or 2.4% of net revenue, for the same period in 2008. The increase is due primarily to growth from net new contracts and acquisitions.

Depreciation and amortization

        Depreciation and amortization expense for the year ended December 31, 2009 was $15.2 million, or 1.2% of net revenue, compared to $13.9 million, or 1.4% of net revenue, for the same period in 2008. The increase is due primarily to amortization of intangible assets associated with our recent acquisitions.

AMR

Net revenue

        Net revenue for the year ended December 31, 2009 was $1,343.9 million, a decrease of $57.9 million, or 4.1%, from $1,401.8 million for the same period in 2008. The change in net revenue was due primarily to $107.3 million of FEMA hurricane deployment revenue recorded in 2008. Excluding the impact of the 2008 FEMA deployment, net revenue per weighted transport increased 6.5%, or $82.0 million, and was offset by a decrease of 2.5%, or $32.7 million, in weighted transport volume. Of the increase in net revenue per weighted transport, 4.9% is attributable primarily to various rate increases, including a Medicare fee increase effective January 1, 2009, and the remainder is due primarily to growth in our managed transportation business. Weighted transports decreased 75,300 from the same period last year. The change was due to a decrease in weighted transports of 55,400 from the exit of markets, a decrease in weighted transport volume in existing markets of 36,700, or 1.3%, offset by 16,800 weighted transports from entry into new markets.

Compensation and benefits

        Compensation and benefit costs for the year ended December 31, 2009 were $840.5 million, or 62.5% of net revenue, compared to $841.6 million, or 60.0% of net revenue, for the year ended December 31, 2008. The decrease of $1.2 million was due primarily to compensation costs incurred during 2008 as a result of the FEMA deployment. Excluding the impact of the 2008 FEMA deployment, ambulance crew wages per ambulance unit hour increased by approximately 4.1%, or $18.6 million, attributable primarily to wage rate increases. Ambulance unit hours decreased period over period by 2.7%, or $12.4 million, due primarily to the reduction in volume in existing markets and increased efficiency in our deployments. Benefit costs increased by $8.6 million excluding the impact of the 2008 FEMA deployment for the year ended December 31, 2009 compared to the same period in

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2008. The change is primarily attributable to increased health insurance costs. Excluding the impact of the 2008 FEMA deployment, compensation and benefits decreased as a percentage of net revenue due to the growth in our managed transportation business; our managed transportation costs are reflected primarily in operating expenses.

Operating expenses

        Operating expenses for the year ended December 31, 2009 were $294.5 million, or 21.9% of net revenue, compared to $347.0 million, or 24.8% of net revenue, for the year ended December 31, 2008. The change is due primarily to a decrease of $46.9 million related to our FEMA deployment in 2008 and decreased fuel costs of $15.2 million in the year ended December 31, 2009, including approximately $12.8 million related to lower fuel rates. These decreases were partially offset by an increase of $14.7 million in operating expenses associated with growth in our managed transportation business.

Insurance expense

        Insurance expense for the year ended December 31, 2009 was $48.0 million, or 3.6% of net revenue, compared to $39.9 million, or 2.8% of net revenue, for the year ended December 31, 2008. We recorded an increase of prior year insurance provisions of $1.1 million during the year ended December 31, 2009 compared to a reduction of $4.4 million for the same period in 2008.

Selling, general and administrative

        Selling, general and administrative expense for the year ended December 31, 2009 was $38.2 million, or 2.8% of net revenue, compared to $45.9 million, or 3.3% of net revenue, for the year ended December 31, 2008. The change is due primarily to travel and other administrative costs recorded during 2008 associated with the FEMA deployment.

Depreciation and amortization

        Depreciation and amortization expense for the year ended December 31, 2009 was $49.2 million, or 3.7% of net revenue, compared to $55.1 million, or 3.9% of net revenue, for the same period in 2008. The decrease is due primarily to AMR's ability to utilize fewer ambulances to service its existing contracts and the timing of replacing fully depreciated assets.

Liquidity and Capital Resources

        Our primary source of liquidity is cash flows provided by our operating activities. We are now able to use the ABL Facility to supplement cash flows provided by our operating activities if we decide to do so for strategic or operating reasons. Our liquidity needs are primarily to service long-term debt and to fund working capital requirements, capital expenditures related to the acquisition of vehicles and medical equipment, technology-related assets and insurance-related deposits.

Post-Transactions Liquidity

        In connection with the Transactions, we entered into the ABL Facility, which provides for up to $350 million of senior secured first priority borrowings, subject to a borrowing base of $356 million as of June 30, 2011. The ABL Facility is available to fund working capital and for general corporate purposes. As of June 30, 2011, we had available borrowing capacity under the ABL Facility of approximately $303 million. We did not borrow under the ABL Facility to fund the Transactions. As of June 30, 2011, we had approximately $47 million of letters of credit issued under the ABL Facility. For a description of the ABL Facility, see "Description of Other Indebtedness—ABL Facility."

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        We believe that our cash and cash equivalents, cash flow provided by our operating activities and amounts available under the ABL Facility will be adequate to meet the liquidity needs of our business through at least the next twelve months. While the ABL Facility generally does not contain financial maintenance covenants, a springing fixed charge coverage ratio of not less than 1.0 to 1.0 will be tested if our excess availability (as defined in the ABL Credit Agreement) falls below specified thresholds at any time. If we require additional financing to meet cyclical increases in working capital needs, to fund acquisitions or unanticipated capital expenditures, we may need to access the financial markets. See "Risk Factors—Risk Factors Relating to the Offering, the Notes and the Transactions—Our substantial indebtedness may adversely affect our financial health and prevent us from making payments on the Notes."

        The Indenture, the ABL Credit Agreement and the Term Loan Credit Agreement contain significant covenants, including prohibitions on our ability to incur certain additional indebtedness and to make certain investments and to pay dividends. See "Description of Other Indebtedness" and "Risk Factors—Risk Factors Relating to the Offering, the Notes and the Transactions—The Indenture, the ABL Credit Agreement and the Term Loan Credit Agreement restrict our ability and the ability of most of our subsidiaries to engage in some business and financial transactions."

        We may from time to time repurchase or otherwise retire or extend our debt and/or take other steps to reduce our debt or otherwise improve our financial position. These actions may include open market debt repurchases, negotiated repurchases, other retirements of outstanding debt and/or opportunistic refinancing of debt. The amount of debt that may be repurchased or otherwise retired or refinanced, if any, will depend on market conditions, trading levels of our debt, our cash position, compliance with debt covenants and other considerations. Our affiliates may also purchase our debt from time to time, through open market purchases or other transactions. In such cases, our debt may not be retired, in which case we would continue to pay interest in accordance with the terms of the debt, and we would continue to reflect the debt as outstanding in our condensed consolidated statements of financial position.

Cash Flow

        The table below summarizes cash flow information derived from our statements of cash flows for the periods indicated (amounts in thousands):

		Predecessor															Successor			Combined
														Period from January 1, through May 24, 2011			Period from May 25 through June 30, 2011
											Six Months ended June 30, 2010									Six Months ended June 30, 2011
		Year ended December 31,
		2008			2009			2010
											(unaudited)			(unaudited)			(unaudited)			(unaudited)
Net cash provided by (used in)
	Operating activities	$	211,457		$	272,553		$	185,544		$	84,742		$	67,975		$	37,721		$	105,696
	Investing activities		(74,945	)		(116,629	)		(158,865	)		(60,358	)		(89,459	)		(2,847,446	)		(2,936,905	)
	Financing activities		(19,253	)		30,791			(72,206	)		(44,239	)		20,671			2,709,988			2,730,659

Operating Activities

        Net cash provided by operating activities was $105.7 million for the combined six months ended June 30, 2011 compared to $84.7 million for the same period in 2010. The increase in operating cash flows was affected primarily by increases in cash flows from operating assets and liabilities, offset by a decrease in net income. Accounts payable and accrued liabilities increased cash flows from operations $27.0 million during the six months ended June 30, 2011 compared to $13.1 million during the six

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months ended June 30, 2010. The change is due primarily to the timing of income tax related payments, and lower incentive compensation payments during the six months ended June 30, 2011 compared to the same period in 2010. Accounts receivable increased $3.0 million and days sales outstanding, or DSO, decreased 2 days during the six months ended June 30, 2011.

        Net cash provided by operating activities was $185.5 million for the year ended December 31, 2010 compared to $272.6 million for the same period last year. Cash tax payments increased $78.0 million due to increased utilization of our net operating loss carryforwards in 2009 compared to 2010. Trade and other accounts receivable decreased cash flows from operations $22.2 million during the year ended December 31, 2010 primarily due to revenue growth, offset by a decrease in DSO. Operating cash flow in 2009 was positively impacted by a reduction in accounts receivable of $18.7 million from a reduction in DSO. Operating cash flow associated with the change in prepaids and other current assets decreased by $18.5 million for the year ended December 31, 2010 compared to the same period in 2009. The positive impact in 2009 is primarily attributable to the timing of payments for income taxes and insurance premiums. Accounts payable and accrued liabilities decreased operating cash flow by $3.1 million during 2010 compared to an increase of $18.0 million in 2009. The change is attributable primarily to the timing of payroll related payments.

        We regularly analyze DSO, which is calculated by taking our net revenue for the quarter divided by the number of days in the quarter. The result is divided into net accounts receivable at the end of the period. DSO provides us with a gauge to measure receivables, revenue and collection activities. The reductions since December 31, 2007 shown below are due to additional collections on accounts receivable from continued billing and collection process enhancements at both EmCare and AMR. The following table outlines our DSO by segment and in total excluding the impact of acquisitions completed within the specific quarter:

	Q4 2007		Q4 2008		Q4 2009		Q1 2010		Q2 2010		Q3 2010		Q4 2010		Q1 2011		Q2 2011
EmCare		79		68		60		56		55		54		54		54		52
AMR		89		79		68		66		68		70		69		66		68
EMSC		85		74		64		61		62		61		61		60		59

        Net cash provided by operating activities was $272.6 million for the year ended December 31, 2009 compared to $211.5 million for the same period in 2008. Operating cash flows were affected primarily by changes in net income combined with changes in operating assets and liabilities. Operating cash flow associated with the change in prepaids and other current assets increased by $27.8 million for the year ended December 31, 2009 compared to the same period in 2008. The change is primarily attributable to the timing of payments for income taxes and insurance premiums. Accounts payable and accrued liabilities increased operating cash flow by $18.0 million during 2009 compared to a decrease of $1.4 million in 2008. The change is attributable primarily to the timing of payroll related payments. Operating cash flow associated with the change in insurance accruals increased by $10.8 million during 2009 compared to 2008. The increase relates primarily to the timing of claim payments. These changes were partially offset by a decrease in operating cash flow related to the change in accounts receivable. Decreases in accounts receivable increased operating cash flows by $18.7 million for the year ended December 31, 2009 compared to $27.6 million for the same period in 2008. The reduction to accounts receivable during 2008 is also due to collection of the increased receivables outstanding as of December 31, 2007.

Investing Activities

        Net cash used in investing activities was $2,936.9 million for the combined six months ended June 30, 2011 compared to $60.4 million for the same period in 2010. The increase is primarily due to the purchase of EMSC by CD&R for $2.8 billion combined with increases in acquisition activity.

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Acquisitions of businesses totaled $99.5 million during the six months ended June 30, 2011 compared to $51.0 million during the same period in 2010.

        Net cash used in investing activities was $158.9 million for the year ended December 31, 2010 compared to $116.6 million for the same period in 2009. The change relates primarily to increases in acquisition activity. Acquisitions of businesses totaled $119.9 million during the year ended December 31, 2010 compared to $75.6 million during the same period in 2009. This change in cash used in investing activities was offset by an increase in cash provided by other investing activities of $11.3 million during the year ended December 31, 2010 compared to the same period in 2009 due primarily to the return of performance bond collateral.

        Net cash used in investing activities was $116.6 million for the year ended December 31, 2009 compared to $74.9 million for the same period in 2008. The change relates primarily to increases in acquisition activity and net capital expenditures. Acquisitions of businesses totaled $75.6 million during the year ended December 31, 2009 compared to $55.8 million during the same period in 2008. Net capital expenditures for the year ended December 31, 2009 were $12.9 million higher than the same period in 2008.

Financing Activities

        Net cash provided by financing activities was $2,730.7 million for the combined six months ended June 30, 2011 compared to net cash used in financing activities of $44.2 million for the same period in 2010. We entered into the Senior Secured Credit Facilities in connection with CD&R's acquisition of EMSC which resulted in new borrowings of $2,390.0 million during the six months ended June 30, 2011 compared to the same period in 2010. During the six months ended June 30, 2011, we also received $887.1 million in proceeds from CD&R's equity investment in EMSC. These sources of cash from financing activities were partially offset by $114.0 million in debt issuance costs and $26.2 million in equity issuance costs, and repayment of our previous credit facility of $415.0 million related to the Merger. At June 30, 2011, there were no amounts outstanding under our ABL Facility.

        Net cash used in financing activities was $72.2 million for the year ended December 31, 2010 compared to net cash provided by financing activities of $30.8 million for the same period in 2009. In connection with our previous credit facilities entered into in April 2010, we incurred $12.1 million in debt issuance costs related to our previous credit facility and used $25.0 million to reduce our total outstanding debt. We also incurred $14.5 million in cash payments related to the redemption of our prior senior subordinated notes during the year ended December 31, 2010. Additionally, the change in bank overdrafts increased the cash used in financing activities by $32.6 million in 2010 as we transferred funds between bank accounts to take advantage of attractive depository terms. These items are partially offset by the cash flow benefit related to tax deductions for stock-based compensation during the year ended December 31, 2010. At December 31, 2010 and 2009, there were no amounts outstanding under our previous revolving credit facility.

        Net cash provided by financing activities was $30.8 million for the year ended December 31, 2009 compared to net cash used in financing activities of $19.3 million for the same period in 2008. The variance relates primarily to unscheduled payments of approximately $20.0 million on our senior secured credit facility in 2008 combined with increased cash flows from the exercise of stock options and the cash inflow from excess tax benefits associated with stock-based compensation during the year ended December 31, 2009. At December 31, 2009 and 2008, there were no amounts outstanding under our previous revolving credit facility.

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Pre-Transactions Liquidity

        In April 2010, we entered into our prior senior secured credit facilities, consisting of a $425 million term loan and a $150 million revolving credit facility. All outstanding borrowings under the prior senior secured credit facilities were repaid in connection with the Transactions.

Off-Balance Sheet Arrangements

        We do not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. Accordingly, we are not materially exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in such relationships.

Tabular Disclosure of Pro Forma Contractual Obligations and other Commitments

        The following table reflects a summary of obligations and commitments outstanding as of December 31, 2010, on a pro forma basis after giving effect to the Transactions as if they had occurred on December 31, 2010, including our borrowings under the Term Loan Facility and the Notes.

		Less than 1 Year		1 - 3 Years		3 - 5 Years		More than 5 Years		Total
		(in thousands)
Contractual obligations (Payments Due by Period):
Notes		$	—	$	—	$	—	$	950,000	$	950,000
Term Loan Facility(1)			14,400		28,800		28,800		1,368,000		1,440,000
ABL Facility(2)			—		—		—		—		—
Interest on debt(3)			154,254		306,240		303,216		377,380		1,141,090
Capital lease obligations			158		232		167		199		756
Operating lease obligations			34,472		52,759		29,567		38,565		155,363
Other contractual obligations(4)			48,723		34,129		20,983		55,628		159,463
	Subtotal		252,007		422,160		382,733		2,789,772		3,846,672
Other commitments (Amount of Commitment Expiration Per Period):
Guarantees of surety bonds			—		—		—		39,112		39,112
Letters of credit(5)			—		—		—		27,842		27,842
	Subtotal		—		—		—		66,954		66,954
Total obligations and commitments		$	252,007	$	422,160	$	382,733	$	2,856,726	$	3,913,626

(1)

The Term Loan Facility provides for a seven-year senior secured term loan facility of up to $1,440 million, which was drawn at the closing of the Transactions. Borrowings under the Term Loan Facility bear interest at the rates specified in "Description of Other Indebtedness—Term Loan Facility."

(2)

The ABL Facility provides for a five-year senior secured asset-based loan facility of up to $350 million, subject to a borrowing base of $356 million as of June 30, 2011. We have not made any draws under the ABL Facility. Borrowings under the ABL Facility will bear interest at the rates specified in "Description of Other Indebtedness—ABL Facility."

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(3)

Represents estimated interest payments on the Notes and under the Term Loan Facility, and costs relating to letters of credit and commitment fees under the ABL Facility. See "Unaudited Pro Forma Consolidated Financial Statements."

(4)

Includes CD&R management fee, dispatch and responder fees, contingent consideration related to acquisitions and other purchase obligations of goods and services.

(5)

Includes letters of credit relating to our insurance program issued by EMCA, which are deemed to have expiration dates in excess of 5 years. Does not include letters of credit that will be outstanding and undrawn under the ABL Facility.

Quantitative and Qualitative Disclosures About Market Risk

        Our primary exposure to market risk consists of changes in interest rates on certain of our borrowings and changes in fuel prices. While we have from time to time entered into transactions to mitigate our exposure to both changes in interest rates and fuel prices, we do not use these instruments for speculative or trading purposes.

        We manage our exposure to changes in fuel prices and, as appropriate, use highly effective derivative instruments to manage well-defined risk exposures. At June 30, 2011, we were party to a series of fuel hedge transactions with a major financial institution under one master agreement. Each of the transactions effectively fixes the cost of diesel fuel at prices ranging from $3.12 to $3.29 per gallon. We purchase the diesel fuel at the market rate and periodically settle with our counterparty for the difference between the national average price for the period published by the Department of Energy and the agreed upon fixed price. These fuel hedge transactions fix the price for a total of 3.0 million gallons and are spread over periods from July 2011 through June 2012.

        As of June 30, 2011, we had $2,388 million of total indebtedness, including capital leases. Based on the assumed interest rates on the $1,436 million in borrowings made under the Term Loan Facility, an increase or decrease in interest rates of 0.25% above a LIBOR floor of 1.50% applicable to the Term Loan Facility would impact our interest costs by $3.6 million annually.

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BUSINESS

Company Overview

        We are a leading provider of outsourced facility-based physician services and medical transportation services in the United States. We operate our business and market our services under the EmCare and AMR brands, which represent EmCare Holdings Inc. and American Medical Response, Inc. EmCare, with more than 35 years of operating history, is a leading provider of physician services in the United States, based on number of contracts with hospitals and affiliated physician groups. Through EmCare, we provide outsourced facility-based physician services for emergency departments, as well as anesthesiology, hospitalist/inpatient, radiology and teleradiology programs. AMR, with more than 50 years of operating history, is a leading provider of medical transportation services to communities, payors and hospitals in the United States based on net revenue and number of transports.

        Approximately 86% of our net revenue for the year ended December 31, 2010 was generated under exclusive contracts. We had contract retention rates of 88% at EmCare and 99% at AMR as of December 31, 2010. During 2010, we provided services in approximately 14 million patient encounters in more than 2,000 communities nationwide. For the year ended December 31, 2010, we generated net revenue of approximately $2.9 billion, of which EmCare and AMR represented 52% and 48%, respectively in 2010. Our Adjusted EBITDA for the year ended December 31, 2010 was $322.1 million, an increase of $35.1 million, or 12.2%, as compared with 2009.

        We offer a broad range of essential emergency and non-emergency medical services through our two business segments:

	EmCare	AMR
Core Services:	Facility-based physician services	Pre- and post-hospital medical transportation
	•       Emergency department staffing and related management services	•       Emergency ("911") and non-emergency ambulance transports
	•       Anesthesiology, hospitalist/inpatient services, radiology and teleradiology	•       Managed transportation services
		•       Fixed-wing air ambulance services
		•       Disaster response
Customers:	Hospitals	Communities
	Other healthcare facilities	Government agencies
	Independent physician groups	Healthcare facilities
	Attending medical staff	Insurers
National Market Position:	8% share of emergency department	7% share of total ambulance market
	services market
	12% share of outsourced emergency department services market	16% share of outsourced ambulance market
	3% share of anesthesia services market	5% share of managed transportation market
	1% share of hospitalist services market	1% share of medical air transport market
	1% share of radiology services market
Number of Contracts:	569 facility contracts	168 "911" contracts
		3,375 non-emergency transport arrangements
Volume for the year ended December 31, 2010:	Approximately 11.0 million patient	Approximately 3.2 million patient
	encounters	transports

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General Development of our Business

Company History

        EmCare was founded in Dallas, Texas in 1972 and initially grew by providing emergency department staffing and related management services to larger hospitals in the Texas marketplace. EmCare then expanded its presence nationally, primarily through a series of acquisitions in the 1990's.

        AMR was founded in 1992 through the consolidation of several well-established regional ambulance companies, and since then has grown organically and through more than 200 acquisitions. In February 1997, AMR merged with another leading ambulance company and became the largest ambulance service provider in the United States.

        EmCare and AMR were acquired by Laidlaw International, Inc., previously Laidlaw Inc. ("Laidlaw"), in 1997 and became wholly owned subsidiaries.

        Effective January 31, 2005, an investor group led by Onex Partners LP and Onex Corporation ("Onex"), and including members of management, purchased our operating subsidiaries—EmCare and AMR—from Laidlaw through a holding company, Emergency Medical Services L.P., a limited partnership formed at the time of this acquisition. We operated through the holding company, Emergency Medical Services L.P. (now known as Emergency Medical Services LP Corporation), until the formation of EMSC, a Delaware corporation. A reorganization was effected concurrently with our initial public offering of common stock on December 21, 2005, which resulted in AMR, EmCare and Emergency Medical Services LP Corporation becoming subsidiaries of EMSC, and EMSC controlling 100% of the voting power of the company formerly known as Emergency Medical Services LP.

        On February 13, 2011, EMSC entered into the Merger Agreement with Parent and Merger Sub. On May 25, 2011, pursuant to the Merger Agreement, Merger Sub merged with and into EMSC, with EMSC as the surviving corporation and a wholly owned subsidiary of Parent. All of the outstanding common stock of Parent is owned by Holding, which is owned by the CD&R Affiliates and EMSC management. See "Summary—The Transactions" and "Security Ownership of Certain Beneficial Owners and Management."

Description of our Business

Industry Overview

        We operate in the facility-based physician services and medical transportation markets, two large and growing segments of the healthcare market. Emergency medical services are a core component of the range of care a patient could potentially receive in the pre-hospital and hospital-based settings. By law, most communities are required to provide emergency ambulance services and most hospitals are required to provide emergency department services. We believe that the following key factors will continue to drive growth in all our medical services markets:

•

Increase in outsourcing.  Communities, government agencies and healthcare facilities are under significant pressure both to improve the quality and to reduce the cost of care. The outsourcing of certain medical services has become a preferred means to alleviate these pressures.

•

Favorable demographics.  The growth and aging of the population will be a significant demand driver for healthcare services, and we believe it will result in an increase in ambulance transports, emergency department visits and demand for our other services.

•

Shortage of primary care physicians.  We believe that a portion of the historical and expected growth of emergency department visits is driven by the shortage of primary care physicians in the United States, which causes many patients to utilize the ED as their primary source for healthcare.

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Emergency Department

        We provide outsourced facility-based physician services to hospitals and other healthcare facilities. Outsourced physician services providers such as EmCare are primarily focused on improving operational efficiency, reducing wait times and increasing the productivity in a hospital ED, which drives approximately 50% of a hospital's patient admissions, on average. In addition to improving ED operating performance metrics, we believe leading outsourced providers can improve patient satisfaction and enhance the quality of care at their customers' healthcare facilities through broader physician access, physician retention and training programs, better management tools and risk mitigation expertise.

        We believe the physician reimbursement component of the emergency department services market represents annual expenditures of nearly $15 billion. There are nearly 4,900 hospitals in the United States that operate emergency departments, of which approximately 66% outsource their physician staffing and management for this department. The market for outsourced emergency department staffing and related management services is highly fragmented, with more than 900 national, regional and local providers. We believe we are one of only six national providers and the largest provider based on number of ED contracts.

        Between 1999 and 2009, the total number of patient visits to hospital emergency departments increased from approximately 100 million to approximately 128 million per annum, or a CAGR of 2.5%. This trend, combined with a decline in the number of hospital emergency departments, has resulted in a substantial increase in the average number of patient visits per hospital emergency department during this period. We believe increased volumes through emergency departments and cost pressures facing hospitals have resulted in an increased focus by facilities on improving the operating efficiency of their emergency departments, a core competency of EmCare.

Anesthesiology, Hospitalist and Radiology/Teleradiology Services

        We provide anesthesiology services to hospitals, free-standing surgery centers and physician offices. These services are performed by anesthesiologists and certified registered nurse anesthetists. Anesthesiologists are a key part of the effective management and productivity of surgery departments and free-standing ambulatory surgery centers. These clinicians can have a significant impact on patient throughput and the financial viability of the department of surgery in hospitals and ambulatory surgery centers. The anesthesiology market is estimated to have annual expenditures of approximately $17 billion and is currently serviced primarily by hospitals, which self-operate their programs, and by local outsourced providers.

        We provide inpatient service physicians, hospitalists, for patients who are admitted to hospitals and either have no primary care physician or the attending physician requests our hospitalist to manage the patient. This program benefits hospitals by optimizing the average length of stay for patients. Certain studies also indicate better patient outcomes and lower costs with these hospitalist programs. This healthcare specialty, with estimated annual expenditures of approximately $18 billion, is expected to continue to grow as hospitals face additional cost pressures and added focus on improving patient outcomes. This market is currently serviced primarily by regional and local outsourced providers.

        We also provide radiology, including teleradiology, services to hospitals. The industry for these service lines is comprised of a number of smaller local and regional groups, who are at a disadvantage compared to national providers who have the ability to recruit, train, and leverage existing capital and infrastructure support. Teleradiology, the process whereby digital radiologic images are sent from one point to another, has become a fast growing component of the healthcare arena. This technology allows hospitals to have access to full-time radiology support even when access to full-time radiologists may be limited. The market for radiology and teleradiology services has estimated annual expenditures of

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approximately $10 billion and is currently serviced primarily by hospitals, which self-operate their programs, and by local outsourced providers.

Ambulance Services

        Ambulance services encompass both 911 emergency response and non-emergency transport services, including critical care transfers, wheelchair transports and other inter-facility transports. Emergency response services include the dispatch of ambulances equipped with life support equipment and staffed with paramedics and/or EMTs to provide immediate medical care to injured or ill patients. Non-emergency services utilize paramedics and/or EMTs to transport patients between healthcare facilities or between facilities and patient residences.

        911 emergency response services are provided primarily under long-term contracts with communities and government agencies. These contracts typically specify maximum fees a provider may charge and set forth minimum requirements such as response times, staffing levels, types of vehicles and equipment, quality assurance and insurance coverage. The rates a provider is permitted to charge for services under a contract for 911 emergency ambulance services and the amount of the subsidy, if any, the provider receives from a community or government agency depend in large part on the nature of the services it provides, payor mix and performance requirements.

        Non-emergency services generally are provided pursuant to non-exclusive contracts with healthcare facilities, managed care and insurance companies. Usage tends to be controlled by the facility discharge planners, nurses and physicians who are responsible for requesting transport services. Non-emergency services are provided primarily by private ambulance companies. Quality of service, dependability and name recognition are critical factors in winning non-emergency business.

        We believe the ambulance services market, including both emergent and non-emergent transports, represents annual expenditures of approximately $16 billion. The ambulance services market is highly fragmented, with more than 15,000 private, public and not-for-profit service providers accounting for an estimated 40 million ambulance transports in 2010. There are a limited number of regional ambulance providers and we are the larger of only two national ambulance providers based on number of transports and net revenue.

Managed Transportation and Fixed-Wing Air Transport Services

        We provide managed transportation administration services to insurers, government entities, and health care providers. Through partnerships with external transportation providers, which result in a non-asset intensive business model, our services include managing ambulance, wheelchair car, and other types of transportation to provide a cost effective solution for those we serve. We believe the managed transportation market represents annual expenditures of approximately $1 billion.

        We also provide fixed-wing air ambulance transport services including the specialized medical care required by patients during the transports. We believe the medical air transportation market represents annual expenditures of approximately $4 billion.

Our Competitive Strengths

        We believe the following competitive strengths position our company to capitalize on the favorable trends occurring within the healthcare industry and the emergency medical services markets.

        Leading Player in Two Large, Growing and Highly Fragmented Markets.    We are a leading provider of outsourced facility-based physician services and medical transportation services in the United States. We have significant scale with approximately 14 million patient encounters annually in over 2,000 communities across the United States. The markets in which we compete are highly fragmented with minimal presence from national providers, which we believe results in significant opportunities for

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continued market share gains as well as strategic "tuck-in" acquisitions. We believe our track record of consistently meeting or exceeding our customers' service expectations across both of our businesses affords us the opportunity to compete effectively in the bidding process for new contracts, as well as to continue to grow complementary service offerings.

        Strong, Stable Underlying Industry Volume Trends.    We operate within an attractive segment of healthcare services that is supported by strong and stable underlying market volume trends. Based on available data, hospital ED visits have grown at a CAGR of 2.5% from 1999 to 2009, and ambulance transports have increased at a CAGR of 3.9% from 2003 to 2009, with no year-over-year declines in market volumes over these periods. These stable, historical market volumes are primarily supported by the critical non-discretionary nature of emergency medical services, as well as aging demographics and a shortage of primary care physicians in the United States.

        Broad Spread of Risk with Significant Customer, Geographic and Contract Diversification.    Because of our diverse revenue base, we are not reliant on any single facility, community or market. As of December 31, 2010, EmCare had 569 individual facility contracts, with the top 10 ED contracts representing only 9% of EmCare net revenue, and no customer (including all facility contracts under a single hospital system) comprised more than 10% of total net revenue. As of December 31, 2010, AMR had 168 exclusive "911" emergency services contracts and 3,375 non-emergency transport arrangements. AMR's top ten "911" contracts accounted for approximately 24% of AMR net revenue in 2010. We believe that our other services, including anesthesia, hospitalist, radiology, managed transportation and fixed-wing air transport services, also exhibit a broad spread of risk through a diversified customer base and geographic footprint.

        Attractive Business Model with Stable Cash Flows and Proven Ability to De-Lever our Balance Sheet.    We believe our operating model and the contractual nature of our businesses drive a meaningful amount of recurring revenue which, combined with our relatively low capital expenditure and working capital requirements, lead to strong and predictable cash flows. During 2010, approximately 86% of our net revenue was generated under exclusive contracts. We believe these exclusive contracts and the critical care nature of our services have historically resulted in long-term, stable customer relationships. EmCare and AMR have maintained relationships with their ten largest customers for 15 and 35 years, respectively. We believe our ability to consistently deliver high levels of customer service and continue to improve our customer's key metrics are illustrated by our high contract retention rates of 88% in EmCare and 99% in AMR as of December 31, 2010. Our strong earnings growth and free cash flow generated by our stable customer base have enabled us to reduce our total leverage ratio meaningfully over the last five years.

        Favorable Pricing Environment with Unique Reimbursement Characteristics.    Pricing and reimbursement for EmCare and AMR services have historically been favorable. We believe this trend will remain stable into the future. At EmCare, commercial payor leverage is reduced due to the emergency nature of the services, and physician reimbursement under Medicare has historically been stable. In addition, in many of our hospital contracts, we have the ability to obtain or increase subsidies to offset any reimbursement or payor mix changes. At AMR, communities and municipalities set emergency allowable rates for commercial payors and, with limited exception, do not pay for services out of the tax base. Further, we expect future Medicare reimbursement of ambulance services to be stable given that the phase-in of the Medicare national ambulance fee schedule was completed in 2010, and reimbursement for ambulance services represents a relatively small proportion of total Medicare spending. In addition, at both EmCare and AMR we have visibility into payor mix prior to entering into new contracts, and our payor mix has been stable over time, which allows us to more effectively manage exposure to each payor category.

        Opportunities for Continued Cost Reduction and Productivity Improvement.    We have a strong track record of profitable growth exhibited by a 16.3% CAGR in our Adjusted EBITDA and our expansion

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of Adjusted EBITDA margins by approximately 200 basis points from 2006 to 2010. Our consistent earnings growth and margin expansion over the last several years have been driven by our management's continuous focus on cost reductions and productivity improvements as well as benefits realized from information technology investments. We believe there are additional opportunities to continue to drive margin improvements in the future through targeted initiatives and additional technology enhancements.

        Increased Outsourcing of Health Services.    We believe market conditions are conducive to continued outsourcing of health services. In the EmCare segment, hospitals are increasingly outsourcing physician services due to increased cost pressures, the need to enhance operating efficiency, difficulties in physician recruiting and retention, the future possibility of pay-for-performance models and the desire to improve quality of care while reducing patient care cost. In the AMR segment, communities are increasingly outsourcing emergency medical transportation services due to cost pressures and budget constraints, the need for quality enhancement and improved clinical outcomes, the lack of risk management expertise and the pressure to meet peak demands.

        Strong and Experienced Management Team with Demonstrated Track Record of Performance.    We have a strong and deep management team with a historical track record of success. Many of our officers have decades of industry experience and significant tenure at EMSC. We are led by William Sanger, CEO, who has 35 years of industry experience, Randy Owen, EVP and CFO, who has 29 years of industry experience, Todd Zimmerman, EmCare President and EVP, who has 20 years of industry experience, and Mark Bruning, AMR President, who has 28 years of industry experience. Our current management team has led us through a series of initiatives focused on driving organic revenue growth and productivity and efficiency gains as well as executing several strategic acquisitions. Together these initiatives have resulted in net revenue and Adjusted EBITDA CAGRs of 10.3% and 16.3%, respectively, over the last four years.

Business Strategy

        Our objective is to continue to be a leader in outsourced facility-based physician services and medical transportation services in the United States as we pursue the following strategies and initiatives:

        Achieve Organic Growth through Market Share Gains and Continued Outsourcing.    We believe we have a unique competency in the treatment, management and billing of episodic and unscheduled patient care. We believe our long operating history, significant scope and scale, and leading market positions provide us with new and expanded opportunities to grow our customer base through market share gains from local and regional competitors as well as through continued outsourcing of physician and medical transportation services by hospitals and communities. Specifically, we believe EmCare has a competitive advantage over local and regional outsourced physician groups due to its more advanced patient flow processes, better management tools, core competencies in coding and billing, and broader physician access, which we believe has driven EmCare's strong track record in improving performance metrics for its customers. We believe that market share gains at AMR will be driven by AMR's strong brand recognition, economies of scale in purchasing, high quality service levels, strong clinical expertise and information technology capabilities. Given AMR's scale, we also believe we are well-positioned to compete for potential new outsourcing contracts from municipalities that are currently faced with budget constraints, including rising public safety pension liabilities. For both EmCare and AMR, we have been successful in using our scale to obtain regional and national contracts with healthcare systems, free-standing facilities and insurance providers for single and multiple service lines.

        Grow Complementary Service Lines by Cross-Selling to Existing Customers and Adding New Customers.    We believe our track record of maintaining successful long-term relationships with customers, combined with the expanded breadth of our service offerings, creates opportunities for us to

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increase revenue from our existing customer base and add new customers seeking services we previously did not provide. We have entered complementary service lines at both EmCare and AMR that are designed to leverage our core competencies. At EmCare, we continue to expand our anesthesiology, hospitalist, radiology and teleradiology services through acquisitions and cross-selling to existing facilities. As of December 31, 2010, only 10% of EmCare's 569 contracts were with facilities contracting for more than one of our service lines. We believe this provides significant future opportunities for cross-selling to our existing customers. In addition, our cross-selling potential is enhanced by our national and regional contracts, which provide preferred access to a number of healthcare facilities throughout the United States. At AMR, we have also expanded our service lines over the last several years to complement our emergency ("911") and non-emergency response services. For example, we continue to expand our managed transportation services by contracting with new payors, including governmental agencies, and providers. In addition, we believe we have opportunities to cross-sell our fixed-wing air transportation services to our existing ground ambulance customers.

        Supplement Organic Growth with Opportunistic Acquisitions.    The outsourced facility-based physician services and medical transportation services industries are highly fragmented, with only a few large national providers. We believe we have a successful track record of making strategic acquisitions at attractive valuations designed to enhance our market position and improve our value proposition for customers. Recent acquisitions include Affilion, an ED physician services business that expands our growth opportunities in the Arizona and New Mexico markets; Milford Anesthesia Associates, an anesthesia provider located in the Northeast that offers a strong platform for our continued regional expansion in the anesthesia services market; BestPractices, a nationally recognized ED physician services business in the Mid-Atlantic market; and Doctor's Ambulance, a provider of emergency and non-emergency ambulance services in California that provides opportunities for expansion into contiguous markets. We expect to continue pursuing select acquisitions within both EmCare and AMR, including acquisitions to enhance our presence in existing markets as well as to facilitate our entry into new geographies. We will also continue to explore the acquisition of complementary businesses and seek opportunities to expand the scope of services we provide. While we believe there are substantial opportunities for additional "tuck-in" acquisitions, we intend to continue to follow a disciplined strategy by analyzing each opportunity with careful consideration of the strategic rationale and the impact on our financial flexibility and liquidity.

        Enhance Operational Efficiencies and Productivity to Drive Continued Margin Improvement.    We believe there are significant opportunities to build upon our success in improving our productivity and profitability at both EmCare and AMR. At EmCare, we continue to focus on initiatives to improve physician productivity, including more efficient scheduling around peak and off-peak hours, use of mid-level providers as well as improving and realigning physician compensation programs to help accelerate productivity gains. EmCare also has opportunities for continued process efficiencies to improve billing/collection cycle times and reduce costs with the implementation of electronic medical record systems at our client facilities. At AMR, we expect to benefit from additional investments in technology, such as the continued roll-out of ePCR (electronic patient care records) to enhance data collection accuracy and billing system automation to reduce our billing costs and DSO. We also expect to continue to benefit from increased productivity through scheduling and deployment optimization software. In addition, we believe there are opportunities for operating expense efficiencies in areas such as fleet management and resource utilization. Furthermore, we will continue to utilize risk management programs for loss prevention and early intervention. This may include continued use of clinical "fail safes" and technology and equipment in ambulances to reduce vehicular incidents and lifting injuries.

Business Segments and Services

        We operate our business and market our services under our two business segments: EmCare and AMR. We provide facility-based physician services in 40 states and the District of Columbia and

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medical transportation services in 38 states and the District of Columbia. The following is a detailed business description of our two business segments.

EMCARE

        EmCare is a leading provider of outsourced facility-based physician services to healthcare facilities in the United States, based on number of contracts with hospitals and affiliated physician groups. EmCare has 569 contracts with hospitals and independent physician groups to provide emergency department, anesthesiology, hospitalist/inpatient, radiology and teleradiology staffing, and other management services. We have added 318 net new contracts since 2001. During 2010, EmCare had approximately 11.0 million patient encounters across 40 states and the District of Columbia. As of December 31, 2010, EmCare had an 8% share of the total emergency department services market and a 12% share of the outsourced emergency department services market, the largest share among outsourced providers based on number of ED contracts. EmCare's share of the combined markets for anesthesiology, hospitalist and radiology services was approximately 2% as of such date.

        EmCare focuses on providing an environment where physicians can practice quality medicine, while improving operational efficiencies and patient satisfaction and mitigating risk at its customers' hospitals and facilities. We recruit and hire or subcontract with physicians and other healthcare professionals, who then provide services to patients in the facilities with whom we contract. EmCare bills and collects from each patient or the patient's insurance provider for the medical services performed. We also have practice support agreements with independent physician groups and hospitals pursuant to which we provide management services such as billing and collection, recruiting, risk management and certain other administrative services.

        As derived from our annual audited consolidated financial statements, EmCare's net revenue, income from operations, and total identifiable assets were as follows for each of the periods indicated (amounts in thousands):

	As of and for the year ended December 31,
	2008		2009		2010
Net revenue	$	1,008,063	$	1,225,828	$	1,478,462
Income from operations		95,960		139,597		166,925
Total identifiable assets		576,211		583,806		678,901

        See "Management's Discussion and Analysis of Financial Condition and Results of Operations" for further information on EmCare's financial results.

Services

        We provide a full range of facility-based physician staffing and related management services for emergency department, anesthesiology, hospitalist/inpatient services, radiology and teleradiology programs, which include:

        Contract Management.    We utilize an integrated approach to contract management that involves physicians, non-clinical business experts, and operational and quality assurance specialists. An on-site medical director is responsible for the day-to-day oversight of the operation, including clinical quality, and works closely with the facility's management in developing strategic initiatives and objectives. A quality manager develops site-specific quality improvement programs, and a practice improvement staff focuses on chart documentation and physician utilization patterns. The regional-based management staff provides support for these efforts and ensures that each customer's expectations are identified, that service plans are developed and executed to meet those expectations, and that our and the customer's financial objectives are achieved.

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        Staffing.    We provide a full range of staffing services to meet the unique needs of each healthcare facility. Our dedicated clinical teams include qualified, career-oriented physicians and other healthcare professionals responsible for the delivery of high quality, cost-effective care. These teams also rely on managerial personnel, many of whom have clinical experience, who oversee the administration and operations of the clinical area. Ensuring that each contract is staffed with the appropriately qualified physicians and that coverage is provided without any service deficiencies is critical to the success of the contract.

        Recruiting.    Many healthcare facilities lack the dedicated resources necessary to identify and attract specialized, career-oriented physicians. We have committed significant resources to the development of EmSource, a proprietary national physician database that we utilize in our recruiting programs across the country. Our marketing and recruiting staff continuously updates our database of more than 900,000 physicians with relevant data and contact information to allow us to match potential physician candidates to specific openings based upon personal preferences. This targeted recruiting method increases the success and efficiency of our recruiters, and we believe significantly increases our physician retention rates. We actively recruit physicians through various media options including telemarketing, direct mail, conventions, journal advertising and our internet site.

        Scheduling.    Our scheduling departments schedule, or assist our medical directors in scheduling physicians and other healthcare professionals in accordance with the coverage model at each facility. We provide 24-hour service to ensure that unscheduled shift vacancies, due to situations such as physician illness and personal emergencies, are filled with alternative coverage.

        Operational Assessments.    We undertake operational assessments for our hospital customers that include comprehensive reviews of critical operational metrics, including turnaround times, triage systems, "left without being seen," throughput times and operating systems. These assessments establish baseline values, which are used to develop and implement process improvement programs, and then we monitor the success of the initiatives. We believe the operational and process improvements that we are often able to implement are a key differentiator between us and many of our competitors.

        Payroll Administration and Benefits.    We provide payroll administration services for the physicians and other healthcare professionals with whom we contract to provide services at customer sites. Additionally, healthcare facilities benefit from the elimination of the overhead costs associated with the administration of payroll and, where applicable, employee benefits.

        Customer Satisfaction Programs.    We design and implement customized patient satisfaction programs for our hospital customers. These programs are designed to improve patient satisfaction through the use of communication, family inclusion and hospitality techniques. These programs are delivered to the clinical and non-clinical members of the hospital emergency department as well as other areas of a healthcare facility where outsourced services are being provided.

        Practice Support Services.    We provide a substantial portion of our services to healthcare facilities through our affiliate physician groups. However, in some situations facilities and physicians are interested in receiving stand-alone management services such as billing and collection, scheduling, recruitment and risk management, and at times we unbundle our services to meet these needs. Pursuant to these practice support agreements, which generally will have a term of one to three years, we provide these services to independent physician groups and healthcare facilities.

        Practice Improvement.    We provide ongoing comprehensive documentation review and training for our affiliated physicians. We review certain statistical indicators that allow us to provide specific training to individual physicians regarding documentation, and we tailor training for broader groups of physicians as we see trends developing in documentation-related areas. Our training focuses on the

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completeness of the medical record or chart, specific payor requirements, and government rules and regulations.

Risk Management

        We utilize our risk management function, senior medical leadership and on-site medical directors to conduct aggressive risk management and quality assurance programs. We take a proactive role in promoting early reporting, evaluation and resolution of incidents that may evolve into claims. Our risk management function is designed to mitigate risk associated with the delivery of care and to prevent or minimize costs associated with medical professional liability claims and includes:

        Incident Reporting Systems.    We have established a comprehensive support system for medical professionals. Our Risk Management Hotline provides each physician with the ability to discuss medical issues with a peer, an attorney or a risk management specialist.

        Tracking and Trending Claims.    We utilize an extensive claims database developed from our experience in the emergency department setting to identify claim trends and risk factors so that we can better target our risk management initiatives. Each year, we target the medical conditions associated with our most frequent professional liability claims, and provide detailed education to assist our affiliated medical professionals in treating these medical conditions.

        Professional Risk Assessment.    We conduct risk assessments of our medical professionals. Typically, a risk assessment includes a thorough review of professional liability claims against the professional, assessment of issues raised by hospital risk management and identification of areas where additional education may be advantageous for the professional.

        Hospital Risk Assessment.    We conduct risk assessments of potential hospital customers in conjunction with our sales and contracting process. As part of the risk assessment, we conduct a detailed analysis of the hospital's operations affecting the services of our affiliated medical professionals, including the triage procedures, on-call coverage, transfer procedures, nursing staffing and related matters in order to address risk factors contractually during negotiations with potential customer hospitals.

        Clinical Fail-Safe Programs.    We review and identify key risk areas which we believe may result in increased incidence of patient injuries and resulting claims against us and our affiliated medical professionals. We continue to develop "fail-safe" clinical tools and make them available to our affiliated physicians for use in conjunction with their practice. These "fail-safe" tools assist physicians in identifying common patient attributes and complaints that may identify the patient as being at high risk for certain conditions (e.g. a heart attack).

        Professional Liability Claims Committee.    Each professional liability claim brought against an EmCare affiliated medical professional or EmCare affiliated company is reviewed by EmCare's Claims Committee, consisting of physicians, attorneys and company executives, before any resolution of the claim. The Claims Committee periodically instructs EmCare's risk management personnel to undertake an analysis of particular physicians or hospital locations associated with a given claim.

Billing and Collections

        We receive payment for patient services from:

•

federal and state governments, primarily under the Medicare and Medicaid programs,

•

health maintenance organizations ("HMOs"), preferred provider organizations and private insurers,

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•

hospitals in the form of subsidies or fees for management services provided,

•

other management services arrangements, and

•

individual patients.

        The table below presents the approximate percentages of EmCare's net revenue from the following sources:

		Percentage of EmCare Net Revenue for the year ended December 31,
		2008			2009			2010
Medicare			15.6	%		14.6	%		15.5	%
Medicaid			3.1			3.8			5.0
Commercial insurance/managed care			55.5			56.5			52.5
Self-pay			3.2			2.5			2.6
Other revenue/subsidies			22.6			22.6			24.4
	Total net revenue		100.0	%		100.0	%		100.0	%

        See "Business—Regulatory Matters—Medicare, Medicaid and Other Government Reimbursement Programs" for additional information on reimbursement from Medicare, Medicaid and other government-sponsored programs.

        We code and bill for our emergency department and hospitalist physician services through our wholly owned subsidiary, Reimbursement Technologies, Inc. We utilize state-of-the-art document imaging and paperless workflow processes to expedite the billing cycle and improve compliance and customer service. Coding and billing for our anesthesiology and radiology services is provided by a combination of internal and external billing companies.

        We do substantially all of the billing for our affiliated physicians, and we have extensive experience in processing claims to third party payors. We employ a billing staff of approximately 740 employees who are trained in third party coverage and reimbursement procedures. Our integrated billing and collection system uses proprietary software to prepare the submission of claims to Medicare, Medicaid and certain other third party payors based on the payor's reimbursement requirements and has the capability to electronically submit most claims to the third party payors' systems. We forward uncollected accounts electronically to three outside collection agencies automatically, based on established parameters. Each of these collection agencies have on-site employees working at our in-house billing company to assist in providing patients with quality customer service.

Contracts

        We have contracts with (i) hospital customers to provide professional staffing and related management services, (ii) healthcare facilities and independent physician groups to provide management services, and (iii) affiliated physician groups and medical professionals to provide management services and various benefits. We also contract with large health systems as a national preferred provider of facility-based services.

        We deliver services to our hospital customers and their patients through two principal types of contractual arrangements. EmCare or a subsidiary most frequently contracts directly with the hospital to provide physician staffing and management services. In some instances, a physician-owned professional corporation contracts with the hospital to provide physician staffing and management services, and the professional corporation, in turn, contracts with us for a wide range of management and administrative services including billing, scheduling support, accounting and other services. The professional corporation pays our management fee out of the fees it collects from patients, third party

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payors and, in some cases, the hospital customer. Our physicians and other healthcare professionals who provide services under these hospital contracts do so pursuant to independent contractor or employment agreements with us, or pursuant to arrangements with the professional corporation that has a management agreement with us. We refer to all of these physicians as our affiliated physicians, and these physicians and other individuals as our healthcare professionals.

        Hospital and Practice Support Contracts.    As of December 31, 2010, EmCare provided services under 569 contracts. Generally, agreements with hospitals are awarded on a competitive basis, and have an initial term of three years with one-year automatic renewals and termination by either party on specified notice.

        Our contracts with hospitals provide for one of three payment models:

•

we bill patients and third party payors directly for physician fees,

•

we bill patients and third party payors directly for physician fees, with the hospital paying us an additional pre-arranged fee for our services, or

•

we bill the hospitals directly for the services of the physicians.

        In all cases, the hospitals are responsible for billing and collecting for non-physician-related services as well as for providing the capital for medical equipment and supplies associated with the services we provide.

        We have established long-term relationships with some of the largest healthcare service providers in the country. None of these large customers, which have numerous individual contracts, represent revenue in aggregate that amounts to 10% of our total net revenue for the years ended December 31, 2010, 2009, or 2008. Our top ten hospital emergency department contracts represent $128.9 million, or 9%, of EmCare's net revenue for the year ended December 31, 2010. We have maintained our relationships with these top ten customers for an average of 15 years.

        Affiliated Physician Group Contracts.    In most states, we contract directly with our hospital customers to provide physician staffing and related management services. We, in turn, contract with a professional corporation that is wholly owned by one or more physicians, which we refer to as an affiliated physician group, or with independent contractor physicians. It is these physicians who provide the medical professional services. We then provide comprehensive management services to the physicians. We typically provide professional liability and workers compensation coverage to our affiliated physicians.

        Certain states have laws that prohibit or restrict unlicensed persons or business entities from practicing medicine. The laws vary in scope and application from state to state. Some of these states may prohibit us from contracting directly with hospitals or physicians to provide professional medical services. In those states, the affiliated physician groups contract with the hospital, as well as all medical professionals. We provide management services to the affiliated physician groups.

        Medical Professional Contracts.    We contract with healthcare professionals as either independent contractors or employees to provide services to our customers. The healthcare professionals generally are paid an hourly rate for each hour of coverage, a variable rate based upon productivity or other objective criteria, or a combination of both a fixed hourly rate and a variable rate component. We typically arrange for professional liability and workers compensation coverage for our healthcare professionals.

        The contracts with healthcare professionals typically have one-year terms with automatic renewal clauses for additional one-year terms. The contracts can be terminated with cause for various reasons, and usually contain provisions allowing for termination without cause by either party upon 90 days' notice. Agreements with physicians generally contain a non-compete or non-solicitation provision and,

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in the case of medical directors, a non-compete provision. The enforceability of these provisions varies from state to state.

Management Information Systems

        We have invested in scalable information systems and proprietary software packages designed to allow us to grow efficiently and to deliver and implement our "best practice" procedures nationally, while retaining local and regional flexibility. We have developed and implemented several proprietary applications that we believe provide us with a competitive advantage in our operations.

Intellectual Property

        We have registered the mark EmCare and the EmCare logo in the United States. Generally, registered trademarks have perpetual life, provided that they are renewed on a timely basis and continue to be used properly as trademarks. We have also developed proprietary technology that we protect through contractual provisions and confidentiality procedures and agreements. Other than the EMSC and EmCare marks and the EmTrac, EmComp, and EmBillz software, we do not believe our business is dependent to a material degree on patents, copyrights, trademarks or trade secrets. Other than licenses to commercially available software, we do not believe that any of our licenses to third-party intellectual property are material to our business taken as a whole.

Sales and Marketing

        Contracts for outsourced emergency department and other facility-based services are obtained through strategic marketing programs and responses to requests for proposals. EmCare's business development team includes Practice Development representatives located throughout the United States who are responsible for developing sales and acquisition opportunities for the operating group in his or her territory. A significant portion of the compensation program for these sales professionals is commission-based, based on the profitability of the contracts they sell. Leads are generated through regular marketing efforts by our business development group, our website, journal advertising, conventions and a lead referral program. Each Practice Development representative is responsible for working with the regional chief executive officer to structure and provide customer proposals for new prospects in their respective regions.

        Emergency medicine practices vary among healthcare facilities. A healthcare facility request for proposal generally will include demographic information of the facility department, a list of services to be performed, the length of the contract, the minimum qualifications of bidders, billing information, selection criteria and the format to be followed in the bid. Prior to responding to a request for proposal, EmCare's senior management ensures that the proposal is consistent with certain financial parameters. Senior management evaluates all aspects of each proposal, including financial projections, staffing model, resource requirements and competition, to determine how to best achieve our business objectives and the customer goals.

Competition

        The market for outsourced emergency department staffing and related management services is highly fragmented, with more than 900 national, regional and local providers handling an estimated 128 million patient visits in 2009. There are nearly 4,900 hospitals in the United States with emergency departments, of which approximately 66% currently outsource physician services. Of these hospitals that outsource, we believe approximately 49% contract with a local provider, 16% contract with regional provider and 35% contract with a national provider.

        Team Health is our largest competitor and has the second largest share of the emergency department services market with an approximately 5% share based on number of contracts. Other

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national providers of outsourced emergency department services are Hospital Physician Partners, National Emergency Services Healthcare Group, Schumacher Group and California Emergency Physicians.

        The markets for anesthesiology, inpatient and radiology services are also highly fragmented. For anesthesiology services, we have a 3% share of the market with an additional 4% market share split evenly between Sheridan Healthcare and MEDNAX National Medical Group. For inpatient services, IPC is the market leader with a 5% share. Other national providers are Team Health and Apogee. For radiology services, market share for Sheridan Healthcare is similar to ours at 1%.

Insurance

        Professional Liability Program.    For the period January 1, 2002 through December 31, 2010, our professional liability insurance program provided "claims-made" insurance coverage with a limit of $1 million per loss event and a $3 million annual per physician aggregate, for all medical professionals whom we have agreed to cover under our professional liability insurance program. Our subsidiaries and affiliated corporate entities are provided with coverage of $1 million per loss event and share a $10 million annual corporate aggregate.

        For the 2002 through 2010 calendar years, most of our professional liability insurance coverage was provided by Columbia Casualty Company and Continental Casualty Company, collectively referred to as CCC. The CCC policies have a retroactive date of January 1, 2001, thereby covering all claims occurring during the 2001 calendar year but reported in each of the 2002 through 2010 calendar years.

        Captive Insurance Arrangement.    Our captive insurance company, EMCA, is a wholly owned subsidiary of EmCare, formed under the Companies Law of the Cayman Islands. EMCA reinsures CCC for all losses associated with the CCC insurance policies under the professional liability insurance program, and provides collateral for the reinsurance arrangement through a trust agreement.

        Workers Compensation Program.    For the period September 1, 2002 through August 31, 2004, we procured workers compensation insurance coverage for employees of EmCare and affiliated physician groups through CCC. CCC reinsures a portion of this workers compensation exposure, on both a per claim and an aggregate basis, with EMCA.

        From September 1, 2004 through August 31, 2007, EmCare insured its workers compensation exposure through The Travelers Indemnity Company, which reinsured a portion of the exposure with EMCA. From September 1, 2007 through August 31, 2009, EmCare insured its workers compensation exposure through an insurance subsidiary of AIG. Beginning September 1, 2009, EmCare insured, and continues to insure, its workers compensation exposure through Sentry Insurance Companies.

Employees and Independent Contractors

        The following is the breakdown of our active affiliated physicians, independent contractors and employees by job classification as of December 31, 2010.

Job Classification		Full-time		Part-time		Total
Physicians			2,088		3,133		5,221
Physician assistants			394		319		713
Nurse practitioners			549		366		915
Non-clinical employees			1,528		353		1,881
	Total		4,559		4,171		8,730

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        We believe that our relations with our employees and independent contractors are good. None of our physicians, physician assistants, nurse practitioners or non-clinical employees are subject to any collective bargaining agreement.

        We offer our physicians substantial flexibility in terms of type of facility, scheduling of work hours, benefit packages, opportunities for relocation and career development. This flexibility, combined with fewer administrative burdens, improves physician retention rates and stabilizes our contract base.

AMERICAN MEDICAL RESPONSE

        American Medical Response, Inc. has developed the largest network of ambulance services in the United States. AMR and our predecessor companies have been providing services to some communities for more than 50 years. As of December 31, 2010, we had a 7% share of the total ambulance services market and a 16% share of the outsourced ambulance market, the largest share among outsourced providers based on number of transports and net revenue. During 2010, AMR treated and transported approximately 3.2 million patients in 38 states and the District of Columbia utilizing nearly 4,300 vehicles that operated out of more than 200 sites. AMR has more than 3,500 contracts with communities, government agencies, healthcare providers and insurers to provide ambulance transport services. AMR's broad geographic footprint enables us to contract on a national and regional basis with insurance companies and healthcare facilities.

        During 2010, approximately 58% of AMR's net revenue was generated from emergency 911 ambulance services. These services include treating and stabilizing patients, transporting the patient to a hospital or other healthcare facility and providing attendant medical care en-route. Non-emergency ambulance services, including critical care transfer, wheelchair transports and other interfacility transports, accounted for 28% of AMR's net revenue for the same period. The remaining balance of net revenue for 2010 was generated from managed transportation services, fixed-wing air ambulance services, and the provision of training, dispatch and other services to communities and public safety agencies.

        AMR also has a national contract with FEMA to provide ambulance, para-transit and rotary and fixed-wing air ambulance transportation services to supplement federal and military responses to disasters, acts of terrorism and other public health emergencies in the full 48 contiguous states.

        As derived from our annual consolidated financial statements, AMR's net revenue, income from operations, and total identifiable assets were as follows for each of the periods indicated (amounts in thousands):

	As of and for the year ended December 31, (in thousands)
	2008		2009		2010
Net revenue	$	1,401,801	$	1,343,857	$	1,380,860
Income from operations		72,261		73,539		79,058
Total identifiable assets		789,180		730,956		784,454

        See "Management's Discussion and Analysis of Financial Condition and Results of Operations" for further information on AMR's financial results.

        We provide substantially all of our medical transportation services under our AMR brand name. We operate under other names when required to do so by local statute or contractual agreement.

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Services

        We provide a full range of emergency and non-emergency ambulance transport and related services, which include:

        Emergency Response Services ("911").    We provide emergency response services primarily under long-term exclusive contracts with communities and hospitals. Our contracts typically stipulate that we must respond to 911 calls in the designated area within a specified response time. We utilize two types of ambulance units—Advanced Life Support ("ALS") units and Basic Life Support ("BLS") units. ALS units, which are staffed by two paramedics or one paramedic and an EMT are equipped with high-acuity life support equipment such as cardiac monitors, defibrillators and oxygen delivery systems, and carry pharmaceutical and medical supplies. BLS units are generally staffed by two EMTs and are outfitted with medical supplies and equipment necessary to administer first aid and basic medical treatment. The decision to dispatch an ALS or BLS unit is determined by our contractual requirements, as well as by the nature of the patient's medical situation.

        Under certain of our 911 emergency response contracts, we are the first responder to an emergency scene. However, under most of our 911 contracts, the local fire department is the first responder. In these situations, the fire department typically begins stabilization of the patient. Upon our arrival, we continue stabilization through the provision of attendant medical care and transport the patient to the closest appropriate healthcare facility. In certain communities where the fire department historically has been responsible for both first response and emergency services, we seek to develop public/private partnerships with fire departments to provide the emergency transport service. These partnerships emphasize collaboration with the fire departments and afford us the opportunity to provide 911 emergency services in communities that, for a variety of reasons, may not otherwise have outsourced this service to a private provider. In most instances, the provision of emergency services under our partnerships closely resembles that of our most common 911 contracts described above. The public/private partnerships lower our costs by reducing the number of full-time paramedics we would otherwise require. We estimate that the 911 contracts that encompass these public/private partnerships represented approximately 16% of AMR's net revenue for 2010.

        Non-Emergency Medical Transportation Services.    We provide transportation to patients requiring ambulance or wheelchair transport with varying degrees of medical care needs between healthcare facilities or between healthcare facilities and their homes. Unlike emergency response services, which typically are provided by communities or private providers under exclusive or semi-exclusive contracts, non-emergency transportation usually involves multiple contract providers at a given facility, with one or more of the competitors designated as the "preferred" provider. Non-emergency transport business generally is awarded by a healthcare facility, such as a hospital or nursing home, or a healthcare payor, such as an HMO, managed care organization or insurance company.

        Non-emergency medical transportation services include: (i) inter-facility critical care transport, (ii) wheelchair and stretcher-car transports, and (iii) other inter-facility transports.

•

Critical care transports are provided to medically unstable patients, such as cardiac patients and neonatal patients who require critical care while being transported between healthcare facilities. Critical care services differ from ALS services in that the ambulance may be equipped with additional medical equipment and may be staffed by one of our medical specialists or by an employee of a healthcare facility to attend to a patient's specific medical needs.

•

Wheelchair and stretcher-car transports are non-medical transportation provided to handicapped and certain non-ambulatory persons in some service areas. In providing this service, we use vans that contain hydraulic wheelchair lifts or ramps operated by drivers who generally are trained in cardiopulmonary resuscitation.

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•

Other inter-facility transports, requiring advanced or basic levels of medical supervision during transfer, may be provided when a home-bound patient requires examination or treatment at a healthcare facility or when a hospital inpatient requires tests or treatments, such as magnetic resonance imaging testing, CAT scans, dialysis or chemotherapy treatment, available at another facility. We use ALS or BLS ambulance units to provide general ambulance services depending on the patient's needs.

        Other Services.    In addition to our 911 emergency and non-emergency ambulance services, we provide the following services:

•

Managed Transportation Services.  Managed care organizations, state agencies and insurance companies contract with us to manage a variety of their medical transportation-related needs, including call-taking and scheduling, management of a network of transportation providers and billing and reporting through our internally developed systems.

•

Dispatch Services.  Our dispatch centers manage our own calls and, in certain communities, also manage dispatch centers for public safety agencies, such as police and fire departments, air medical transport programs and others.

•

Event Medical Services.  We provide medical stand-by support for concerts, athletic events, parades, conventions, international conferences and VIP appearances in conjunction with local and federal law enforcement and fire protection agencies. We have contracts to provide stand-by support for numerous sports franchises, various NASCAR events, Hollywood production studios and other specialty events.

•

Paramedic Training.  We own and operate National College of Technical Instruction ("NCTI"), the largest paramedic training college in the United States, operating more accredited programs than any other school, with approximately 1,400 graduates in 2010.

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Fixed-wing Air Ambulance Services.  We own Air Ambulance Specialists, Inc., a company we acquired in 2006 that arranges fixed-wing air ambulance transportation services.

Medical Personnel and Quality Assurance

        Approximately 73% of our 17,500 employees have daily contact with patients, including approximately 5,700 paramedics, 7,000 EMTs and 200 nurses. Paramedics and EMTs must be state-certified to transport patients and perform emergency care services. Certification as an EMT typically requires completion of approximately 150 hours of training in a program designated by the United States Department of Transportation, such as those offered at our training institute, NCTI. Once this program is completed, state-certified EMTs are then eligible to participate in a state-certified paramedic training program. The average paramedic program involves over 1,000 hours of academic training in advanced life support and assessment skills.

        In most communities, local physician advisory boards develop medical protocols to be followed by paramedics and EMTs in a service area. In addition, instructions are conveyed on a case-by-case basis through direct communications between the ambulance crew and hospital emergency room physicians during the administration of advanced life support procedures. Both paramedics and EMTs must complete continuing education programs and, in some cases, state supervised refresher training examinations to maintain their certifications.

        We maintain a commitment to provide high quality pre- and post-hospital emergency medical care. In each location in which we provide services, a physician associated with a hospital we serve monitors adherence to medical protocol and conducts periodic audits of the care provided. In addition, we hold retrospective care audits with our employees to evaluate compliance with medical and performance standards.

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        Our commitment to quality is reflected in the fact that 17 of our operations across the country are accredited by the Commission on Accreditation of Ambulance Services ("CAAS"), representing 12% of the total CAAS accredited centers. CAAS is a joint program between the American Ambulance Association and the American College of Emergency Physicians. The accreditation process is voluntary and evaluates numerous qualitative factors in the delivery of services. We believe communities and managed care providers increasingly consider accreditation as one of the criteria in awarding contracts.

Billing and Collections

        Our internal patient billing services offices located across the United States invoice and collect for our services. We receive payment from the following sources:

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federal and state governments, primarily under the Medicare and Medicaid programs,

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HMOs and private insurers,

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individual patients, and

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fees for stand-by and event driven coverage, including from our national contract with the FEMA and community subsidies.

        The table below presents AMR's payor mix as a percentage of cash collections in the period as an approximation of net revenue recorded:

		Percentage of AMR cash collections for the year ended December 31,
		2008			2009			2010
Medicare			28.5	%		30.6	%		28.6	%
Medicaid			5.3			5.7			6.3
Commercial insurance/managed care			41.5			44.9			44.8
Self-pay			5.1			5.2			6.0
Other revenue/subsidies			19.6			13.6			14.3
	Total net revenue		100.0	%		100.0	%		100.0	%

        See "Business—Regulatory Matters—Medicare, Medicaid and Other Government Reimbursement Programs" for additional information on reimbursement from Medicare, Medicaid and other government-sponsored programs.

        We have substantial experience in processing claims to third party payors and employ a billing staff trained in third party coverage and reimbursement procedures. Our integrated billing and collection systems allow us to prepare the submission of claims to Medicare, Medicaid and certain other third party payors based on the payor's reimbursement requirements, and have the capability to electronically submit claims to the extent third party payors' systems permit. These systems also provide for tracking of accounts receivable and status of pending payments.

        Companies in the ambulance services industry maintain significant provisions for doubtful accounts, or uncompensated care, compared to companies in other industries. Collection of complete and accurate patient billing information during an emergency service call is sometimes difficult, and incomplete information hinders post-service collection efforts. In addition, we cannot evaluate the creditworthiness of patients requiring emergency medical transportation services. Our provision for uncompensated care generally is higher for transports resulting from emergency ambulance calls than for non-emergency ambulance requests. See "Risk Factors—Risk Factors Related to Healthcare Regulation—Changes in the rates or methods of third party reimbursements may adversely affect our revenue and operations."

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        State licensing requirements, as well as contracts with communities and healthcare facilities, typically require us to provide ambulance services without regard to a patient's insurance coverage or ability to pay. As a result, we often receive partial or no compensation for services provided to patients who are not covered by Medicare, Medicaid or private insurance. The anticipated level of uncompensated care and uncollectible accounts is considered in negotiating a government-paid subsidy to provide for uncompensated care, and permitted rates under contracts with a community or government agency.

        A significant portion of our ambulance transport revenue is derived from Medicare payments. The BBA modified Medicare reimbursement rates for emergency transportation with the introduction of a national fee schedule. The BBA provided for a phase-in of the national fee schedule by blending the new national fee schedule rates with ambulance service suppliers' pre-existing "reasonable charge" reimbursement rates. The BBA provided for this phase-in period to begin on April 1, 2002, and full transition to the national fee schedule rates became effective on January 1, 2006. In some regions, the national fee schedule would have resulted in a decrease in Medicare reimbursement rates of approximately 25% by the end of the phase-in period. Partially in response to the dramatic decrease in rates dictated by the BBA in such regions, the Medicare Prescription Drug Improvement and Modernization Act of 2003 (the "Medicare Modernization Act") established regional rates, certain of which are higher than the BBA's national rates, and provided for the blending of the regional and national rates which extend the initial phase-in period until January 1, 2010. Other rate provisions included in the Medicare Modernization Act provided partial mitigation of the impact of the BBA decreases, including a provision that provided for a 1% to 2% increase for blended rates for the period from January 1, 2004 through December 31, 2006. In addition, the Medicare Improvement for Patients and Providers Act of 2008 provided a temporary mitigation that provided for a 2% to 3% increase for blended rates which was in effect through December 31, 2009 and was subsequently extended to December 31, 2010 pursuant to the Patient Protection and Affordable Care Act. Furthermore, the Medicare and Medicaid Extenders Act of 2010 extended this funding through December 31, 2011. Because the Medicare Modernization Act relief is of limited duration, we continue to pursue strategies to offset the decreases mandated by the BBA, including seeking fee and subsidy increases.

        We estimate that the impact of the ambulance service rate decreases under the national fee schedule mandated under the BBA, as modified by the phase-in provisions of the Medicare Modernization Act, resulted in an increase in AMR's net revenue of approximately $14 million in 2008, an increase in AMR's net revenue of approximately $24 million in 2009, and a decrease in AMR's net revenue of approximately $18 million in 2010. Based upon the current Medicare transport mix and barring further legislative action, we expect a potential increase in AMR's net revenue of less than $1 million during 2011. We have been able to substantially mitigate the phase-in reductions of the BBA through additional fee and subsidy increases. As a 911 emergency response provider, we are uniquely positioned to offset changes in reimbursement by requesting increases in the rates we are permitted to charge for 911 services from the communities we serve. In response, these communities often permit us to increase rates for ambulance services from patients and their third party payors in order to ensure the maintenance of required community-wide 911 emergency response services. While these rate increases do not result in higher payments from Medicare and certain other public or private payors, overall they increase our net revenue.

        See "Regulatory Matters—Medicare, Medicaid and Other Government Reimbursement Programs" for additional information on reimbursement from Medicare, Medicaid and other government-sponsored programs.

Contracts

        Emergency Transport.    As of December 31, 2010, we had 168 contracts with communities and government agencies to provide 911 emergency response services. Contracts with communities to

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provide emergency medical transportation services are typically exclusive, three to five years in length and generally are obtained through a competitive bidding process. In some instances where we are the existing provider, communities elect to renegotiate existing contracts rather than initiate new bidding processes. Our 911 contracts often contain options for earned extensions or evergreen provisions. In the year ended December 31, 2010, our top ten 911 contracts accounted for approximately $335 million, or 24% of AMR's net revenue. We have served these ten customers on a continual basis for an average of 35 years.

        Our 911 emergency response arrangements typically specify maximum fees we may charge and set forth minimum requirements, such as response times, staffing levels, types of vehicles and equipment, quality assurance and insurance coverage. Communities and government agencies may also require us to provide a performance bond or other assurances of financial responsibility. The rates we are permitted to charge for services under a contract for emergency ambulance services and the amount of the subsidy, if any, we receive from a community or government agency depend in large part on the nature of the services we provide, payor mix and performance requirements.

        Non-Emergency Transport.    We have approximately 3,375 arrangements to provide non-emergency ambulance services with hospitals, nursing homes and other healthcare facilities that require a stable and reliable source of medical transportation for their patients. These contracts typically designate us as the preferred ambulance service provider of non-emergency ambulance services to those facilities and permit us to charge a base fee, mileage reimbursement, and additional fees for the use of particular medical equipment and supplies. We have historically provided a portion of our non-emergency transports to facilities and organizations in competitive markets without specific contracts.

        Non-emergency transports often are provided to managed care or insurance plan members who are stabilized at the closest available hospital and are then moved to facilities within their health plan's network. We believe the increased prevalence of managed care benefits larger ambulance service providers, which can service a higher percentage of a managed care provider's members. This allows the managed care provider to reduce its number of vendors, thus reducing administrative costs and allowing it to negotiate more favorable rates with healthcare facilities. Our scale and broad geographic footprint enable us to contract on a national and regional basis with managed care and insurance companies. We have contracts with large healthcare networks and insurers including Kaiser, Aetna, Healthnet, Cigna and SummaCare.

        We believe that communities, government agencies, healthcare facilities, managed care companies and insurers consider the quality of care, historical response time performance and total cost to be among the most important factors in awarding and renewing contracts.

Dispatch and Communications

        Dispatch centers control the deployment and dispatch of ambulances in response to calls through the use of sophisticated communications equipment 24 hours a day, seven days a week. In many operating sites, we communicate with our vehicles over dedicated radio frequencies licensed by the Federal Communications Commission. In certain service areas with a large volume of calls, we analyze data on traffic patterns, demographics, usage frequency and similar factors with the aid of System Status Management ("SSM") technology to help determine optimal ambulance deployment and selection. In addition to dispatching our own ambulances, we also provide dispatching service for 49 communities where we are not an ambulance service provider. Our dispatch centers are staffed by EMTs and other experienced personnel who use local medical protocols to analyze and triage a medical situation and determine the best mode of transport.

        Emergency Transport.    Depending on the emergency medical dispatch system used in a designated service area, the public authority that receives 911 emergency medical calls either dispatches our ambulances directly from the public control center or communicates information regarding the location

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and type of medical emergency to our control center which, in turn, dispatches ambulances to the scene. While the ambulance is en-route to the scene, the ambulance crew receives information concerning the patient's condition prior to the ambulance's arrival at the scene. Our communication systems allow the ambulance crew to communicate directly with the destination hospital to alert hospital medical personnel of the arrival of the patient and the patient's condition and to receive instructions directly from emergency room personnel on specific pre-hospital medical treatment. These systems also facilitate close and direct coordination with other emergency service providers, such as the appropriate police and fire departments, which also may be responding to a call.

        Non-Emergency Transport.    Requests for non-emergency transports typically are made by physicians, nurses, case managers and hospital discharge coordinators who are interested primarily in prompt ambulance arrival at the requested pick-up time. We also offer on-line, web-enabled transportation ordering to certain facilities. We use our Millennium software to track and manage requests for transportation services for large healthcare facilities and managed care companies.

Management Information Systems

        We support our operations with integrated information systems and standardized procedures that enable us to efficiently manage the billing and collections processes and financial support functions. Our technology solutions provide information for operations personnel, including real-time operating statistics, tracking of strategic plan initiatives, electronic purchasing and inventory management solutions.

        We have three management information systems that we believe have significantly enhanced our operations—our e-PCR technology, an electronic patient care record-keeping system; our Millennium call-taking system, a call-taking application that tracks and manages requests for transportation services for large healthcare facilities and managed care companies; and our SSM ambulance positioning system, a technology which enables us to use historical data on fleet usage patterns to predict where our emergency medical transportation services are likely to be required.

Intellectual Property

        We have registered the marks American Medical Response and the AMR logo and certain other trademarks and service marks in the United States. Generally, registered trademarks have perpetual life, provided that they are renewed on a timely basis and continue to be used properly as trademarks. We have registered the copyrights in our ePCR software and certain other copyrightable works. Copyright protection begins upon the creation of the copyrightable work and endures for the life of the author plus 70 years or, for a work made for hire that is unpublished, 120 years. We have also developed proprietary technology that we protect through contractual provisions and confidentiality procedures and agreements. Other than the EMSC, American Medical Response and AMR marks and the ePCR, Millennium and SSM systems, we do not believe our business is dependent to a material degree on patents, copyrights, trademarks or trade secrets. Other than licenses to commercially available software, we do not believe that any of our licenses to third-party intellectual property are material to our business taken as a whole.

Sales and Marketing

        Our sales and marketing team is focused on contract retention as well as generating new sales. Many new sales opportunities occur through referrals from our existing client base. These team members are frequently former paramedics or EMTs who began their careers in the emergency transportation industry and are therefore well-qualified to understand the needs of our customers.

        We respond to requests for proposals that generally include demographic information of the community or facilities, response time parameters, vehicle and equipment requirements, the length of

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the contract, the minimum qualifications of bidders, billing information, selection criteria and the format to be followed in the bid. Prior to responding to a request for proposal, AMR's management team ensures that the proposal is in line with appropriate financial and service parameters. Management evaluates all aspects of each proposal, including financial projections, staffing models, resource requirements and competition, to determine how to best achieve our business objectives and customer goals.

Risk Management

        We train and educate all new employees on our safety programs including, among others, emergency vehicle operations, various medical protocols, use of equipment and patient focused care and advocacy. Our safety training also involves continuing education programs and a monthly safety awareness campaign. We also work directly with manufacturers to design equipment modifications that enhance both patient and clinician safety.

        Our safety and risk management team develops and executes strategic planning initiatives focused on mitigating the factors that drive losses in our operations. We aggressively investigate and respond to incidents. Operations supervisors submit documentation of any incidents resulting in a claim to the third party administrator handling the claim. We have a dedicated liability unit with our third party administrator which actively engages with our staff to gain valuable information for closure of claims. Information from the claims database is an important resource for identifying trends and developing future safety initiatives.

        We utilize an on-board monitoring system, Road Safety, which measures operator performance against our safe driving standards. Our operations using Road Safety have experienced improved driving behaviors within 90 days of installation. Road Safety has been implemented in a significant number of our vehicles in emergency response markets. We have also started equipping our vehicles with power stretchers, which we expect will reduce the number of lifting injuries to our employees.

Competition

        Our predominant competitors are fire departments and other local governmental providers, with approximately 56% of the ambulance transport services market. Firefighters have traditionally acted as the first responders during emergencies, and in many communities provide emergency medical care and transport as well. In many communities we have established public/private partnerships, in which we integrate our transport services with the first responder services of the local fire department. We believe these public/private partnerships provide a model for us to collaborate with fire departments to increase the number of communities we serve.

        Competition in the ambulance transport market is based primarily on:

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pricing,

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the ability to improve customer service, such as on-time performance and efficient call intake,

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the ability to recruit, train and motivate employees, particularly ambulance crews who have direct contact with patients and healthcare personnel, and

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billing and reimbursement expertise.

        Our largest competitor, Rural/Metro Corporation, is the only other national provider of ambulance transport services and generates ambulance transport revenue less than half of AMR's net revenue. Other larger private provider competitors include Acadian Ambulance Service in Louisiana, Paramedics Plus in Texas, Oklahoma, Indiana and Florida, and small, locally owned operators that principally serve the inter-facility transport market.

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Insurance

        Workers Compensation, Auto and General Liability.    We have retained liability for the first $1 million to $3 million of the loss under these programs since September 1, 2001, managed either through ACE American Insurance Co., through an insurance subsidiary of AIG, or through our Cayman-based captive insurance subsidiary, EMCA. Generally, our umbrella policies covering claims that exceed our deductible levels have an annual cap of approximately $100 million.

        Professional Liability.    Since April 15, 2001, we have a self-insured retention for our professional liability coverage, which covers the first $2 million for the policy year ending April 15, 2002, covers the first $5 to $5.5 million for policy periods from April 15, 2002 through April 1, 2010, and covers the first $3 million after April 1, 2010. We have umbrella policies with third party insurers covering claims exceeding these retention levels with an aggregate cap of $10 million—$20 million for each separate policy period.

Environmental Matters

        We are subject to federal, state and local laws and regulations relating to the presence of hazardous materials, pollution and the protection of the environment. Such regulations include those governing emissions to air, discharges to water, storage, treatment and disposal of wastes, including medical waste, remediation of contaminated sites, and protection of worker health and safety. Noncompliance with these requirements may result in significant fines or penalties or limitations on our operations or claims for remediation costs, as well as alleged personal injury or property damages. We believe our current operations are in substantial compliance with all applicable environmental, health and safety requirements and that we maintain all material permits required to operate our business.

        Certain environmental laws impose strict, and under certain circumstances joint and several, liability for investigation and remediation of the release of regulated substances into the environment. Such liability can be imposed on current or former owners or operators of contaminated sites, or on persons who dispose or arrange for disposal of wastes at a contaminated site. Releases have occurred at a few of our facilities as a result of historical practices. Based on available information, we do not believe that any known compliance obligations, releases or investigations under environmental laws or regulations will have a material adverse effect on our business, financial position and results of operations. However, there can be no guarantee that these releases or newly discovered information, more stringent enforcement of or changes in environmental requirements, or our inability to enforce available indemnification agreements will not result in significant costs.

Employees

        The following is the breakdown of our employees by job classification as of December 31, 2010.

Job Classification		Full-time		Part-time		Total
Paramedics			3,871		1,817		5,688
Emergency medical technicians			4,605		2,356		6,961
Nurses			119		86		205
Support personnel			4,079		587		4,666
	Total		12,674		4,846		17,520

        Approximately 45% of our employees are represented by 39 collective bargaining agreements. A total of 18 collective bargaining agreements, representing approximately 4,800 employees, are subject to renegotiation in 2011. While we believe we maintain a good working relationship with our employees, we have experienced some union work actions historically; however, these actions did not have a

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material adverse effect on our operations. We do not expect that any future actions would have a material adverse effect on our ability to provide service to our patients and communities.

Regulatory Matters

        As a participant in the healthcare industry, our operations and relationships with healthcare providers such as hospitals, other healthcare facilities and healthcare professionals are subject to extensive and increasing regulation by numerous federal and state government entities as well as local government agencies. Specifically, but without limitation, we are subject to the following laws and regulations.

Medicare, Medicaid and Other Government Reimbursement Programs

        We derive a significant portion of our revenue from services rendered to beneficiaries of Medicare, Medicaid and other government-sponsored healthcare programs. For 2010, we received approximately 22% of our net revenue from Medicare and 6% from Medicaid. To participate in these programs, we must comply with stringent and often complex enrollment and reimbursement requirements from the federal and state governments. We are subject to governmental reviews and audits of our bills and claims for reimbursement. Retroactive adjustments to amounts previously reimbursed from these programs can and do occur on a regular basis as a result of these reviews and audits. In addition, these programs are subject to statutory and regulatory changes, administrative rulings, interpretations and determinations, all of which may materially increase or decrease the payments we receive for our services as well as affect the cost of providing services. In recent years, Congress has consistently attempted to curb federal spending on such programs.

        Reimbursement to us typically is conditioned on our providing the correct procedure and diagnosis codes and properly documenting both the service itself and the medical necessity for the service. Incorrect or incomplete documentation and billing information, or the incorrect selection of codes for the level of service provided, could result in non-payment for services rendered or lead to allegations of billing fraud. Moreover, third party payors may disallow, in whole or in part, requests for reimbursement based on determinations that certain amounts are not reimbursable, they were for services provided that were not medically necessary, there was a lack of sufficient supporting documentation, or for a number of other reasons. Retroactive adjustments, recoupments or refund demands may change amounts realized from third party payors. Additional factors that could complicate our billing include:

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disputes between payors as to which party is responsible for payment,

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the difficulty of adherence to specific compliance requirements, diagnosis coding and various other procedures mandated by the government, and

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failure to obtain proper physician credentialing and documentation in order to bill governmental payors.

        Due to the nature of our business and our participation in the Medicare and Medicaid reimbursement programs, we are involved from time to time in regulatory reviews, audits or investigations by government agencies of matters such as compliance with billing regulations and rules. We may be required to repay these agencies if a determination is made that we were incorrectly reimbursed, or we may lose eligibility for certain programs in the event of certain types of non-compliance. Delays and uncertainties in the reimbursement process adversely affect our level of accounts receivable, increase the overall cost of collection, and may adversely affect our working capital and cause us to incur additional borrowing costs. Unfavorable resolutions of pending or future regulatory reviews or investigations, either individually or in the aggregate, could have a material adverse effect on our business, financial condition and results of operations.

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        We establish an allowance for discounts applicable to Medicare, Medicaid and other third party payors and for doubtful accounts based on credit risk applicable to certain types of payors, historical trends, and other relevant information. We review our allowance for doubtful accounts on an ongoing basis and may increase or decrease such allowance from time to time, including in those instances when we determine that the level of effort and cost of collection of certain accounts receivable is unacceptable.

        We believe that regulatory trends in cost containment will continue. We cannot assure you that we will be able to offset reduced operating margins through cost reductions, increased volume, the introduction of additional procedures or otherwise.

        Medicare Physician Fee Schedule.    Medicare pays for all physician services based upon a national fee schedule ("Fee Schedule"), which contains a list of uniform rates. The payment rates under the Fee Schedule are determined based on: (1) national uniform relative value units for the services provided, (2) a geographic adjustment factor and (3) a conversion factor. Payment rates under the Fee Schedule are updated annually. The initial element in each year's update calculation is the Medicare Economic Index ("MEI"), which is a government index of practice cost inflation. The update is then adjusted up or down from the MEI based on a target-setting formula system called the SGR. The SGR is a target rate of growth in spending for physician services which is intended to control the growth of Medicare expenditures for physicians' services. The Fee Schedule update is adjusted to reflect the comparison of actual expenditures to target expenditures. Because one of the factors for calculating the SGR system is linked to the U.S. gross domestic product, the SGR formula may result in a negative payment update if growth in Medicare beneficiaries' use of services exceeds GDP growth. Since 2002, the SGR formula has resulted in negative payment updates under the Fee Schedule which required Congress to take legislative action to reverse the scheduled payment cuts. For 2010, CMS projected a rate reduction of 21.2% under the statutory formula and a number of legislative measures were passed to prevent any reduction. For June through December 2010, the update factor was increased by 2.2%. For 2011, the Medicare and Medicaid Extenders Act of 2010, which was signed into law on December 15, 2010, froze the 2010 update through 2011. President Obama's budget for fiscal year 2012 includes measures that would freeze the update factor for an additional two years. Medicare reimbursement to physicians could be reduced approximately 30% in 2012 unless Congress takes further action.

        Medicare Reassignment.    The Medicare program prohibits the reassignment of Medicare payments due to a physician or other healthcare provider to any other person or entity unless the billing arrangement between that physician or other healthcare provider and the other person or entity falls within an enumerated exception to the Medicare reassignment prohibition. Historically, there was no exception that allowed us to receive directly Medicare payments related to the services of independent contractor physicians. However, the Medicare Modernization Act amended the Medicare reassignment statute as of December 8, 2003 and now permits our independent contractor physicians to reassign their Medicare receivables to us under certain circumstances. In 2004, CMS promulgated regulations implementing this statutory change. The regulations impose two additional program integrity safeguard requirements on reassignments made under the independent contractor exception. These require that both the entity receiving payment and the physician be jointly and severally responsible for any Medicare overpayment to that entity, and the physician have unrestricted access to claims submitted by an entity for services provided by the physician. We have taken steps to ensure all reassignments by independent contractor physicians comply with these regulatory requirements.

        Rules Applicable to Midlevel Practitioners.    EmCare utilizes physician assistants and nurse practitioners, sometimes referred to collectively as "midlevel practitioners," to provide care under the supervision of our physicians. State and federal laws require that such supervision be performed and documented using specific procedures. For example, in some states some or all of the midlevel practitioner's chart entries must be countersigned. Under applicable Medicare rules, in certain cases, a

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midlevel practitioner's services are reimbursed at a rate equal to 85% of the physician fee schedule amount. However, when a midlevel practitioner assists a physician who is directly and personally involved in the patient's care, we often bill for the services of the physician at the full physician fee schedule rates and do not bill separately for the midlevel practitioner's services. We believe our billing and documentation practices related to our use of midlevel practitioners comply with applicable state and federal laws, but we cannot assure you that enforcement authorities will not find that our practices violate such laws.

        The SNF Prospective Payment System.    Under the Medicare prospective payment system, applicable to skilled nursing facilities ("SNFs"), the SNFs are financially responsible for some ancillary services, including certain ambulance transports ("PPS transports"), rendered to certain of their Medicare patients. Ambulance companies must bill the SNF, rather than Medicare, for PPS transports, but may bill Medicare for other covered transports provided to the SNF's Medicare patients. Ambulance companies are responsible for obtaining sufficient information from the SNF to determine which transports are PPS transports and which ones may be billed to Medicare. The OIG has issued two industry-wide audit reports indicating that, in many cases, SNFs do not provide, or ambulance companies and other ancillary service providers do not obtain, sufficient information to make this determination accurately. As a result, the OIG asserts that some PPS transports that should have been billed by ambulance providers to SNFs have been improperly billed to Medicare. The OIG has recommended that Medicare recoup the amounts paid to ancillary service providers, including ambulance companies, for such services. Although we believe AMR currently has procedures in place to correctly identify and bill for PPS transports, we cannot assure you that AMR will not be subject to such recoupments and other possible penalties.

        Paramedic Intercepts.    Medicare regulations permit ambulance transport providers to subcontract with other organizations for paramedic services. Generally, only the transport provider may bill Medicare, and the paramedic services subcontractor must receive any payment to which it is entitled from that provider. Based on these rules, in some jurisdictions we have established "paramedic intercept" arrangements in which we may provide paramedic services to a municipal or volunteer transport provider. Although we believe AMR currently has procedures in place to assure that we do not bill Medicare directly for paramedic intercept services we provide, we cannot assure you that enforcement agencies will not find that we have failed to comply with these requirements.

        Patient Signatures.    Medicare regulations require that providers obtain the signature of the patient or, if the patient is unable to provide a signature, the signature of a representative as defined in the regulations, prior to submitting a claim for payment from Medicare. Historically, until January 1, 2008, an exception existed for situations where it is not reasonably possible to obtain a patient or representative signature, provided that the reason for the exception is clearly documented and certain additional documentation was completed. This exception was historically interpreted as applying to both emergency and non-emergency transports. Effective January 1, 2008, these regulations were revised and reinterpreted by CMS to limit this exception to emergency transports, provided the ambulance company obtained the signature of a representative of the receiving facility, or other specified documentation from that facility as proof of transport and maintains certain other documentation. Following this change, until a subsequent change became effective on January 1, 2009, if we were unable to obtain the signature of a Medicare non-emergency patient or a qualified representative, we could not bill Medicare for the transport and were required to seek payment directly from the patient. These revised requirements exacerbated the difficulty ambulance providers historically had in complying with the patient signature requirements. Effective January 1, 2009, Medicare again revised the signature requirements to expand the exception to non-emergency patients for whom it is not reasonably possible to obtain a patient or representative signature, provided the specified requirements are met. Even with these changes, the requirement to obtain patient signatures or comply with the requirements for meeting the exception could adversely impact our cash flow because of the delays that may occur in

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meeting such requirements, or our inability to bill Medicare when we are unable to do so. Further, although we believe AMR currently has procedures in place to assure that these signature requirements are met, we cannot assure you that enforcement agencies will not find that we have failed to comply with these requirements.

        Physician Certification Statements.    Under applicable Medicare rules, ambulance providers are required to obtain a certification of medical necessity from the ordering physician in order to bill Medicare for repetitive non-emergency transports provided to patients with chronic conditions, such as end-stage renal disease. For certain other non-emergency transports, ambulance providers are required to attempt to obtain a certification of medical necessity from a physician or certain other practitioners. In the event the provider is not able to obtain such certification within 21 days, it may submit a claim for the transport if it can document reasonable attempts to obtain the certification. Acceptable documentation includes any U.S. postal document (e.g., signed return receipt or Postal Service Proof of Service Form) showing that the ordering practitioner was sent a request for the certification. Although we believe AMR currently has procedures in place to assure we are in compliance with these requirements, we cannot assure you that enforcement agencies will not find that we have failed to comply.

        Ambulance Services Fee Schedule.    In February 2002, the Health Care Financing Administration, now renamed the CMS, issued the Medicare Ambulance Fee Schedule Final Rule ("Final Rule") that revised Medicare policy on the coverage of ambulance transport services, effective April 1, 2002. The Final Rule was the result of a mandate under the BBA to establish a national fee schedule for payment of ambulance transport services that would control increases in expenditures under Part B of the Medicare program, establish definitions for ambulance transport services that link payments to the type of services furnished, consider appropriate regional and operational differences and consider adjustments to account for inflation, among other provisions.

        The Final Rule provided for a five-year phase-in of a national fee schedule, beginning April 1, 2002. Prior to that date, Medicare used a charge-based reimbursement system for ambulance transport services and reimbursed 80% of charges determined to be reasonable, subject to the limits fixed for the particular geographic area. The patient was responsible for co-pay amounts, deductibles and the remaining balance of the transport cost, if we did not accept the assigned reimbursement, and Medicare required us to expend reasonable efforts to collect the balance. In determining reasonable charges, Medicare considered and applied the lowest of various charge factors, including the actual charge, the customary charge, the prevailing charge in the same locality, the amount of reimbursement for comparable services, and the inflation-indexed charge limit.

        The Final Rule categorizes seven levels of ground ambulance services, ranging from basic life support to specialty care transport, and two categories of air ambulance services. Ground providers are paid based on a base rate conversion factor multiplied by the number of relative value units assigned to each level of transport, plus an additional amount for each mile of patient transport. The base rate conversion factor for services to Medicare patients is adjusted each year by the Consumer Price Index. Additional adjustments to the base rate conversion factor are included to recognize differences in relative practice costs among geographic areas, and higher transportation costs that may be incurred by ambulance providers in rural areas with low population density. The Final Rule requires ambulance providers to accept assignment on Medicare claims, which means a provider must accept Medicare's allowed reimbursement rate as full payment. Medicare typically reimburses 80% of that rate and the remaining 20% is collectible from a secondary insurance or the patient. Originally, the Final Rule called for a five-year phase-in period to allow providers time to adjust to the new payment rates. The national fee schedule was to be phased in at 20% increments each year, with payments being made at 100% of the national fee schedule in 2006 and thereafter.

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        With the passage of the Medicare Modernization Act, temporary modifications were made to the amounts payable under the ambulance fee schedule in order to mitigate decreases in reimbursement in some regions caused by the Final Rule. The Medicare Modernization Act established regional fee schedules based on historic costs in each region. Effective July 1, 2004, in those regions where the regional fee schedule exceeds the national fee schedule, the regional fee schedule was blended with the national fee schedule on a temporary basis, until January 1, 2010. In addition to the regional fee schedule change, the Medicare Modernization Act included other provisions for additional reimbursement for ambulance transport services provided to Medicare patients. Among other relief, the Medicare Modernization Act provided for a 1% increase in reimbursement for urban transports and a 2% increase for rural transports for the remainder of the original phase-in period of the national ambulance fee schedule, through December 31, 2006. In addition, effective July 1, 2008 the Medicare Improvement for Patients and Providers Act of 2008 provided a temporary mitigation that provided for a 2% to 3% increase for blended rates which was in effect through December 31, 2009 and was subsequently extended to December 31, 2010 pursuant to the Patient Protection and Affordable Care Act. Furthermore, the Medicare and Medicaid Extenders Act of 2010 extended this funding through December 31, 2011. Finally, PPACA amended the annual inflation factor to add a productivity adjustment for ambulance services, beginning January 1, 2011, which may result in the annual percentage increase being less than zero for a year and may result in payment rates that are less than such payment rates for the preceding year. For 2011 the inflation factor is -0.1%.

        We estimate that the impact of the ambulance service rate decreases under the national fee schedule, as modified by the provisions of the Medicare Modernization Act, resulted in an increase in AMR's net revenue of approximately $14 million in 2008, an increase in AMR's net revenue of approximately $24 million in 2009, and a decrease in AMR's net revenue of approximately $18 million in 2010. Based upon the current Medicare transport mix and barring further legislative action, we expect a potential increase in AMR's net revenue of less than $1 million for 2011. We cannot predict whether Congress may make further refinements and technical corrections to the law or pass a new cost containment statute in a manner and in a form that could adversely impact our business.

        Local Ambulance Rate Regulation.    State or local government regulations or administrative policies regulate rate structures in some states in which we provide ambulance transport services. For example, in certain service areas in which we are the exclusive provider of ambulance transport services, the community sets the rates for emergency ambulance services pursuant to an ordinance or master contract and may also establish the rates for general ambulance services that we are permitted to charge. We may be unable to receive ambulance service rate increases on a timely basis where rates are regulated or to establish or maintain satisfactory rate structures where rates are not regulated.

        Coordination of Benefits Rules.    When our services are covered by multiple third party payors, such as a primary and a secondary payor, financial responsibility must be allocated among the multiple payors in a process known as "coordination of benefits," or COB. The rules governing COB are complex, particularly when one of the payors is Medicare or another government program. Under these rules, in some cases Medicare or other government payors can be billed as a "secondary payor" only after recourse to a primary payor (e.g., a liability insurer) has been exhausted. In some instances, multiple payors may reimburse us an amount which, in the aggregate, exceeds the amount to which we are entitled. In such cases, we are obligated to process a refund. If we improperly bill Medicare or other government payors as the primary payor when that program should be billed as the secondary payor, or if we fail to process a refund when required, we may be subject to civil or criminal penalties. Although we believe we currently have procedures in place to assure that we comply with applicable COB rules, and that we process refunds when we receive overpayments, we cannot assure you that payors or enforcement agencies will not find that we have violated these requirements.

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        Consequences of Noncompliance.    In the event any of our billing and collection practices, including but not limited to those described above, violate applicable laws such as those described below, we could be subject to refund demands and recoupments. If our violations are deemed to be willful, knowing or reckless, we may be subject to civil and criminal penalties under the False Claims Act or other statutes, including exclusion from federal and state healthcare programs. To the extent that the complexity associated with billing for our services causes delays in our cash collections, we assume the financial risk of increased carrying costs associated with the aging of our accounts receivable as well as increased potential for bad debts which could have a material adverse effect on our revenue, provision for uncompensated care and cash flow.

Federal False Claims Act

        Both federal and state government agencies have continued civil and criminal enforcement efforts as part of numerous ongoing investigations of healthcare companies, and their executives and managers. Although there are a number of civil and criminal statutes that can be applied to healthcare providers, a significant number of these investigations involve the federal False Claims Act. These investigations can be initiated not only by the government but also by a private party asserting direct knowledge of fraud. These "qui tam" whistleblower lawsuits may be initiated against any person or entity alleging such person or entity has knowingly or recklessly presented, or caused to be presented, a false or fraudulent request for payment from the federal government, or has made a false statement or used a false record to get a claim approved. As part of the PPACA, which is also known as the healthcare reform legislation, statutory provisions were added which allow improper retention of an overpayment for sixty days or more to be a basis for a false claim act allegation, even if the claim was originally submitted appropriately. Penalties for False Claims Act violations include fines ranging from $5,500 to $11,000 for each false claim, plus up to three times the amount of damages sustained by the federal government. A False Claims Act violation may provide the basis for exclusion from the federally-funded healthcare programs. In addition, some states have adopted similar insurance fraud, whistleblower and false claims provisions.

        The government and some courts have taken the position that claims presented in violation of the various statutes, including the federal Anti-Kickback Statute and the Stark Law, described below, can be considered a violation of the federal False Claims Act based on the contention that a provider impliedly certifies compliance with all applicable laws, regulations and other rules when submitting claims for reimbursement. In addition, PPACA provides that the government may assert that a claim including items or services resulting from a violation of the federal anti-kickback statute constitutes a false or fraudulent claim for purposes of the false claims statutes.

Federal Anti-Kickback Statute

        We are subject to the federal Anti-Kickback Statute. The Anti-Kickback Statute is broadly worded and prohibits the knowing and willful offer, payment, solicitation or receipt of any form of remuneration in return for, or to induce, (1) the referral of a person covered by Medicare, Medicaid or other governmental programs, (2) the furnishing or arranging for the furnishing of items or services reimbursable under Medicare, Medicaid or other governmental programs or (3) the purchasing, leasing or ordering or arranging or recommending purchasing, leasing or ordering of any item or service reimbursable under Medicare, Medicaid or other governmental programs. Certain federal courts have held that the Anti-Kickback Statute can be violated if "one purpose" of a payment is to induce referrals. Last year, as part of PPACA, Congress amended the intent requirement of the federal anti-kickback and criminal health care fraud statutes; a person or entity no longer needs to have actual knowledge of this statute or specific intent to violate it, making it easier for the government to prove that a defendant had the requisite state of mind or "scienter" required for a violation. Violations of the Anti-Kickback Statute can result in exclusion from Medicare, Medicaid or other governmental

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programs as well as civil and criminal penalties, including fines of up to $50,000 per violation and three times the amount of the unlawful remuneration. Imposition of any of these remedies could have a material adverse effect on our business, financial condition and results of operations. In addition to a few statutory exceptions, the OIG has published safe harbor regulations that outline categories of activities that are deemed protected from prosecution under the Anti-Kickback Statute provided all applicable criteria are met. The failure of a financial relationship to meet all of the applicable safe harbor criteria does not necessarily mean that the particular arrangement violates the Anti-Kickback Statute. In order to obtain additional clarification on arrangements that may not be subject to a statutory exception or may not satisfy the criteria of a safe harbor, Congress established a process under the Health Insurance Portability and Accountability Act of 1996 in which parties can seek an advisory opinion from the OIG.

        We and others in the healthcare community have taken advantage of the advisory opinion process, and a number of advisory opinions have addressed issues that pertain to our various operations, such as discounted ambulance services being provided to skilled nursing facilities, patient co-payment responsibilities, compensation methodologies under a management services arrangement, and ambulance restocking arrangements. In a number of these advisory opinions the government concluded that such arrangements could be problematic if the requisite intent were present. Although advisory opinions are binding only on HHS and the requesting party or parties, when new advisory opinions are issued, regardless of the requestor, we review them and their application to our operations as part of our ongoing corporate compliance program and endeavor to make appropriate changes where we perceive the need to do so. See "—Corporate Compliance Program and Corporate Integrity Obligations."

        Health facilities such as hospitals and nursing homes refer two categories of ambulance transports to us and other ambulance companies: (1) transports for which the facility must pay the ambulance company, and (2) transports which the ambulance company can bill directly to Medicare or other public or private payors. In Advisory Opinion 99-2, which we requested, the OIG addressed the issue of whether substantial contractual discounts provided to nursing homes on the transports for which the nursing homes are financially responsible may violate the Anti-Kickback Statute when the ambulance company also receives referrals of Medicare and other government-funded transports. The OIG opined that such discounts implicate the Anti-Kickback Statute if even one purpose of the discounts is to induce the referral of the transports paid for by Medicare and other federal programs. The OIG further indicated that a violation may exist even if there is no contractual obligation on the part of the facility to refer federally funded patients, and even if similar discounts are provided by other ambulance companies in the same marketplace. Following our receipt of this Advisory Opinion in March of 1999, we took steps to bring our contracts with health facilities into compliance with the OIG's views. In 2006, we entered into a settlement with the U.S. Department of Justice and a CIA to settle allegations that certain of our hospital and nursing home contracts in effect in Texas in periods prior to 2002 contained discounts in violation of the federal Anti-Kickback Statute. We expect our obligations under this CIA to be released by the end of 2011.

        The OIG has also addressed potential violations of the Anti-Kickback Statute (as well as other risk areas) in its Compliance Program Guidance for Ambulance Suppliers. In addition to discount arrangements with health facilities, the OIG notes that arrangements between local governmental agencies that control 911 patient referrals and ambulance companies which receive such referrals may violate the Anti-Kickback Statute if the ambulance companies provide inappropriate remuneration in exchange for such referrals. Although we believe we have structured our arrangements with local agencies in a manner which complies with the Anti-Kickback Statute, we cannot assure you that enforcement agencies will not find that some of those arrangements violate that statute.

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Fee-Splitting; Corporate Practice of Medicine

        EmCare employs or contracts with physicians or physician-owned professional corporations to deliver services to our hospital customers and their patients. We frequently enter into management services contracts with these physicians and professional corporations pursuant to which we provide them with billing, scheduling and a wide range of other services, and they pay us for those services out of the fees they collect from patients and third-party payors. These activities are subject to various state laws that prohibit the practice of medicine by lay entities or persons and are intended to prevent unlicensed persons from interfering with or influencing the physician's professional judgment. In addition, various state laws also generally prohibit the sharing of professional services income with nonprofessional or business interests. Activities other than those directly related to the delivery of healthcare may be considered an element of the practice of medicine in many states. Under the corporate practice of medicine restrictions of certain states, decisions and activities such as scheduling, contracting, setting rates and the hiring and management of non-clinical personnel may implicate the restrictions on corporate practice of medicine. In such states, we maintain long-term management contracts with affiliated physician groups, which employ or contract with physicians to provide physician services. We believe that we are in material compliance with applicable state laws relating to the corporate practice of medicine and fee-splitting. However, regulatory authorities or other parties, including our affiliated physicians, may assert that, despite these arrangements, we are engaged in the corporate practice of medicine or that our contractual arrangements with affiliated physician groups constitute unlawful fee-splitting. In this event, we could be subject to adverse judicial or administrative interpretations, to civil or criminal penalties, our contracts could be found legally invalid and unenforceable or we could be required to restructure our contractual arrangements with our affiliated physician groups.

Federal Stark Law

        We are also subject to the federal self-referral prohibitions, commonly known as the "Stark Law." Where applicable, this law prohibits a physician from referring Medicare patients to an entity providing "designated health services" if the physician or a member of such physician's immediate family has a "financial relationship" with the entity, unless an exception applies. The penalties for violating the Stark Law include the denial of payment for services ordered in violation of the statute, mandatory refunds of any sums paid for such services, civil penalties of up to $15,000 for each violation and twice the dollar value of each such service and possible exclusion from future participation in the federally-funded healthcare programs. A person who engages in a scheme to circumvent the Stark Law's prohibitions may be fined up to $100,000 for each applicable arrangement or scheme. Although we believe that we have structured our agreements with physicians so as to not violate the Stark Law and related regulations, a determination of liability under the Stark Law could have an adverse effect on our business, financial condition and results of operations.

Other Federal Healthcare Fraud and Abuse Laws

        We are also subject to other federal healthcare fraud and abuse laws. Under HIPAA, there are two additional federal crimes that could have an impact on our business: "Healthcare Fraud" and "False Statements Relating to Healthcare Matters." The Healthcare Fraud statute prohibits knowingly and recklessly executing a scheme or artifice to defraud any healthcare benefit program, including private payors. A violation of this statute is a felony and may result in fines, imprisonment or exclusion from government-sponsored programs. The False Statements Relating to Healthcare Matters statute prohibits knowingly and willfully falsifying, concealing or covering up a material fact by any trick, scheme or device or making any materially false, fictitious or fraudulent statement in connection with the delivery of or payment for healthcare benefits, items or services. A violation of this statute is a felony and may

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result in fines or imprisonment. This statute could be used by the government to assert criminal liability if a healthcare provider knowingly fails to refund an overpayment.

        Another statute, commonly referred to as the Civil Monetary Penalties Law, imposes civil administrative sanctions for, among other violations, inappropriate billing of services to federally funded healthcare programs, inappropriately reducing hospital care lengths of stay for such patients, and employing or contracting with individuals or entities who are excluded from participation in federally funded healthcare programs.

        Although we intend and endeavor to conduct our business in compliance with all applicable fraud and abuse laws, we cannot assure you that our arrangements or business practices will not be subject to government scrutiny or be found to violate applicable fraud and abuse laws.

Administrative Simplification Provisions of HIPAA

        The Administrative Simplification Provisions of HIPAA required the HHS to adopt standards to protect the privacy and security of health-related information. All healthcare providers were required to be compliant with the new federal privacy requirements enacted by HHS no later than April 14, 2003. We believe we have taken reasonable measures to comply with these requirements.

        In addition to enacting the foregoing privacy requirements, HHS issued a final rule creating security requirements for healthcare providers and other covered entities on February 20, 2003. The final security rule required covered entities to meet specified standards by April 25, 2005. The security standards contained in the final rule do not require the use of specific technologies (e.g., no specific hardware or software is required), but instead require healthcare providers and other covered entities to comply with certain minimum security procedures in order to protect data integrity, confidentiality and availability. We believe we have taken reasonable steps to comply with these standards.

        HIPAA also required HHS to adopt national standards establishing electronic transaction standards that all healthcare providers must use when submitting or receiving certain healthcare transactions electronically. Although these standards were to become effective October 2002, Congress extended the compliance deadline until October 2003 for organizations, such as ours, that submitted a request for an extension. We believe we have taken reasonable steps to comply with these standards.

        The HITECH Act, which was enacted as part of the ARRA, significantly expands the scope of the privacy and security requirements under HIPAA and increases penalties for violations. See "Risk Factors—Risk Factors Related to Healthcare Regulation—Under recently enacted amendments to federal privacy law made as part of the HITECH Act, we are subject to more stringent penalties in the event we improperly use or disclose protected health information regarding our patients."

Fair Debt Collection Practices Act

        Some of our operations may be subject to compliance with certain provisions of the Fair Debt Collection Practices Act and comparable statutes in many states. Under the Fair Debt Collection Practices Act, a third party collection company is restricted in the methods it uses to contact consumer debtors and elicit payments with respect to placed accounts. Requirements under state collection agency statutes vary, with most requiring compliance similar to that required under the Fair Debt Collection Practices Act. We believe we are in substantial compliance with the Fair Debt Collection Practices Act and comparable state statutes where applicable.

State Fraud and Abuse Provisions

        We are subject to state fraud and abuse statutes and regulations. Most of the states in which we operate have adopted a form of anti-kickback law, almost all of those states also have adopted self-referral laws and some have adopted separate false claims or insurance fraud provisions. The scope

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of these laws and the interpretations of them vary from state to state and are enforced by state courts and regulatory authorities, each with broad discretion. Some state fraud and abuse laws apply to items or services reimbursed by any third-party payor, including commercial insurers, not just those reimbursed by a federally-funded healthcare program. A determination of liability under such laws could result in fines and penalties and restrictions on our ability to operate in these jurisdictions.

        Although we intend and endeavor to conduct our business in compliance with all applicable fraud and abuse laws, we cannot assure you that our arrangements or business practices will not be subject to government scrutiny or be found to violate applicable fraud and abuse laws.

Licensing, Certification, Accreditation and Related Laws and Guidelines

        In certain jurisdictions, changes in our ownership structure require pre- or post-notification to governmental licensing and certification agencies. Relevant laws and regulations may also require reapplication and approval to maintain or renew our operating authorities or require formal application and approval to continue providing services under certain government contracts. For example, in connection with our acquisition of AMR from Laidlaw, two of our subsidiaries were required to apply for state and local ambulance operating authority in New York. See "Risk Factors—Risk Factors Related to Healthcare Regulation—Changes in our ownership structure and operations require us to comply with numerous notification and reapplication requirements in order to maintain our licensure, certification or other authority to operate, and failure to do so, or an allegation that we have failed to do so, can result in payment delays, forfeiture of payment or civil and criminal penalties."

        We and our affiliated physicians are subject to various federal, state and local licensing and certification laws and regulations and accreditation standards and other laws, relating to, among other things, the adequacy of medical care, equipment, personnel and operating policies and procedures. We are also subject to periodic inspection by governmental and other authorities to assure continued compliance with the various standards necessary for licensing and accreditations. Failure to comply with these laws and regulations could result in our services being found to be non reimbursable or prior payments being subject to recoupments, and can give rise to civil or criminal penalties. We have taken steps we believe were required to retain or obtain all requisite licensure and operating authorities. While we have made reasonable efforts to substantially comply with federal, state and local licensing and certification laws and regulations and standards as we interpret them, we cannot assure you that agencies that administer these programs will not find that we have failed to comply in some material respects.

        Because we perform services at hospitals and other types of healthcare facilities, we and our affiliated physicians may be subject to laws which are applicable to those entities. For example, our operations are impacted by the Emergency Medical Treatment and Active Labor Act of 1986 ("EMTALA"), which prohibits "patient dumping" by requiring hospitals and hospital emergency departments and others to assess and stabilize any patient presenting to the hospital's emergency department or urgent care center requesting care for an emergency medical condition, regardless of the patient's ability to pay. Many states in which we operate have similar state law provisions concerning patient dumping. Violations of EMTALA can result in civil penalties and exclusion of the offending physician from the Medicare and Medicaid programs.

        In addition to EMTALA and its state law equivalents, significant aspects of our operations are affected by state and federal statutes and regulations governing workplace health and safety, dispensing of controlled substances and the disposal of medical waste. Changes in ethical guidelines and operating standards of professional and trade associations and private accreditation commissions such as the American Medical Association and the Joint Commission on Accreditation of Healthcare Organizations may also affect our operations. We believe our operations as currently conducted are in substantial compliance with these laws and guidelines.

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        EmCare's professional liability insurance program, under which insurance is provided for most of our affiliated medical professionals and professional and corporate entities, is reinsured through our wholly owned subsidiary, EMCA. The activities associated with the business of insurance, and the companies involved in such activities, are closely regulated. Failure to comply with applicable laws and regulations can result in civil and criminal fines and penalties and loss of licensure.

        While we have made reasonable efforts to substantially comply with these laws and regulations, and utilize licensed insurance professionals where necessary or appropriate, we cannot assure you that we will not be found to have violated these laws and regulations in some material respects.

Antitrust Laws

        Antitrust laws such as the Sherman Act and state counterparts prohibit anticompetitive conduct by separate competitors, such as price fixing or the division of markets. Our physician contracts include contracts with individual physicians and with physicians organized as separate legal professional entities (e.g., professional medical corporations). Antitrust laws may deem each such physician/entity to be separate, both from EmCare and from each other and, accordingly, each such physician/practice is subject to antitrust laws that prohibit anti-competitive conduct between or among separate legal entities or individuals. Although we believe we have structured our physician contracts to substantially comply with these laws, we cannot assure you that antitrust regulatory agencies or a court would not find us to be non-compliant.

Corporate Compliance Program and Corporate Integrity Obligations

        We have developed a corporate compliance program in an effort to monitor compliance with federal and state laws and regulations applicable to healthcare entities, to ensure that we maintain high standards of conduct in the operation of our business and to implement policies and procedures so that employees act in compliance with all applicable laws, regulations and our policies. Our program also attempts to monitor compliance with our Corporate Compliance Plan, which details our standards for: (1) business ethics, (2) compliance with applicable federal, state and local laws, and (3) business conduct. We have an Ethics and Compliance Department whose focus is to prevent, detect and mitigate regulatory risks. We attempt to accomplish this mission through:

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providing guidance, education and proper controls based on the regulatory risks associated with our business model and strategic plan,

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conducting internal audits and reviews to identify any improper practices that may be occurring,

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resolving regulatory matters, and

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enhancing the ethical culture and leadership of the organization.

        The OIG has issued a series of Compliance Program Guidance documents in which the OIG has set out the elements of an effective compliance program. We believe our compliance program has been structured appropriately in light of this guidance. The primary compliance program components recommended by the OIG, all of which we have attempted to implement, include:

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formal policies and written procedures,

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designation of a Compliance Officer,

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education and training programs,

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internal monitoring and reviews,

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responding appropriately to detected misconduct,

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open lines of communication, and

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discipline and accountability.

        Our corporate compliance program is based on the overall goal of promoting a culture that encourages employees to conduct activities with integrity, dignity and care for those we serve, and in compliance with all applicable laws and policies. Notwithstanding the foregoing, we audit compliance with our compliance program on a sample basis. Although such an approach reflects a reasonable and accepted approach in the industry, we cannot assure you that our program will detect and rectify all compliance issues in all markets and for all time periods.

        As do other healthcare companies which operate effective compliance programs, from time to time we identify practices that may have resulted in Medicare or Medicaid overpayments or other regulatory issues. For example, we have previously identified situations in which we may have inadvertently utilized incorrect billing codes for some of the services we have billed to government programs such as Medicare or Medicaid, or billed for services which may not meet medical necessity guidelines. In such cases, if appropriate, it is our practice to disclose the issue to the affected government programs and to refund any resulting overpayments. The government usually accepts such disclosures and repayments without taking further enforcement action, and we generally expect that to be the case with respect to our past and future disclosures and repayments. However, it is possible that such disclosures or repayments will result in allegations by the government that we have violated the False Claims Act or other laws, leading to investigations and possibly civil or criminal enforcement actions. A provision passed as part of last year's healthcare reform legislation requires that any overpayments be refunded within sixty days of discovery. Failure to refund overpayments on a timely basis could result in civil monetary penalties or provide a basis for a false claims act allegation.

        When the United States government settles a case involving allegations of billing misconduct with a healthcare provider, it typically requires the provider to enter into a CIA, with the OIG for a set period of years. As a condition to settlement of government investigations, certain of our operations are subject to two separate CIAs with the OIG. The first CIA relates to the settlement of an investigation into alleged violations of the Anti-Kickback Statute in Texas and covers the period of September 2005 through September 2011. We expect our obligations under this CIA to be released by the end of 2011. The second CIA relates to the settlement of an investigation into alleged AMR conduct arising in its New York City operations and covers the period of May 2011 through May 2016. As part of these CIAs, AMR is required to establish and maintain a compliance program that includes the following elements: (1) a compliance officer and committee, (2) written standards including a code of conduct and policies and procedures, (3) general and specific training and education, (4) claims review by an independent review organization, (5) disclosure program for reporting of compliance issues or questions, (6) screening and removal processes for ineligible persons, (7) notification of government investigations or legal proceedings, (8) establishment of safeguards applicable to our contracting processes and (9) reporting of overpayments and other "reportable events."

        If we fail or if we are accused of failing to comply with the terms of our existing CIAs, we may be subject to additional litigation or other government actions, including being excluded from participating in the Medicare program and other federal healthcare programs. If we enter into any settlements with the U.S. government in the future we may be required to enter into additional CIAs.

        See "Risk Factors—Risk Factors Related to Healthcare Regulation" for additional information related to regulatory matters.

Management Information Systems

        EMSC provides information technology services that are shared by our businesses such as network engineering, data center operations, application hosting, security administration and technical support. EMSC also supports corporate applications such as the e-mail, human resources, enterprise resource planning, financial and data management systems.

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Intellectual Property

        We have registered the mark EMSC and the EMSC logo in the United States. Generally, registered trademarks have perpetual life, provided that they are renewed on a timely basis and continue to be used properly as trademarks. We have also developed proprietary technology that we protect through contractual provisions and confidentiality procedures and agreements. Other than the EMSC, American Medical Response, AMR and EmCare marks, the ePCR, Millennium and SSM systems and the EmTrac, EmComp, and EmBillz software, we do not believe our business is dependent to a material degree on patents, copyrights, trademarks or trade secrets. Other than licenses to commercially available software, we do not believe that any of our licenses to third-party intellectual property are material to our business taken as a whole.

Properties

        We lease approximately 73,000 square feet in an office building at 6200 S. Syracuse Way, Greenwood Village, Colorado for the AMR and EMSC corporate headquarters and which also serves as one of AMR's billing offices. Our leases for our business segments are described below.

EmCare

        Facilities.    We lease approximately 49,000 square feet in an office building at 1717 Main Street, Dallas, Texas, for certain of EmCare's key support functions and regional operations. We also lease 27 facilities to house administrative, billing and other support functions for other regional operations. We believe our present facilities are sufficient to meet our current and projected needs, and that suitable space is readily available should our need for space increase. Our leases expire at various dates through 2019.

        We lease approximately 117,000 square feet in a business park located at 1000 River Road, Conshohocken, Pennsylvania, for certain key billing and support functions. We believe our present facilities are sufficient to meet our current and projected needs, and that suitable space is readily available should our need for space increase. Our primary lease expires in 2019 with the right to renew for two additional terms of five years each.

AMR

        Facilities.    In addition to the corporate headquarters, we also lease approximately 570 administrative facilities and other facilities used principally for ambulance basing, garaging and maintenance in those areas in which we provide ambulance services. We own 19 facilities used principally for administrative services and stationing for our ambulances. We believe our present facilities are sufficient to meet our current and projected needs, and that suitable space is readily available should our need for space increase. Our leases expire at various dates through 2025.

        Vehicle Fleet.    We own and operate approximately 4,300 vehicles. Of these, 78% are ambulances, 9% are wheelchair vans and 13% are support vehicles. Approximately 250 ambulances are part of our reserve fleet used to respond to FEMA deployments and during peak transport activity in several of our markets. We replace ambulances based upon age and usage, but generally every eight to ten years. The average age of our existing active ambulance fleet is approximately 5 years. We primarily use in-house maintenance services to maintain our fleet. In those operations where our fleet is small and quality external maintenance services that agree to maintain our fleet in accordance with AMR standards are available, we utilize these maintenance services. We continue to explore ways to decrease our overall capital expenditures for vehicles, including major refurbishing and overhaul of our vehicles to extend their useful life.

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Legal Proceedings

        We are subject to litigation arising in the ordinary course of our business, including litigation principally relating to professional liability, auto accident and workers compensation claims. There can be no assurance that our insurance coverage will be adequate to cover all liabilities occurring out of such claims. In the opinion of management, we are not engaged in any legal proceedings that we expect will have a material adverse effect on our business, financial condition, cash flows or results of our operations other than as set forth below.

        From time to time, in the ordinary course of business and like others in the industry, we receive requests for information from government agencies in connection with their regulatory or investigational authority. Such requests can include subpoenas or demand letters for documents to assist the government in audits or investigations. We review such requests and notices and take appropriate action. We have been subject to certain requests for information and investigations in the past and could be subject to such requests for information and investigations in the future.

        We are subject to the Medicare and Medicaid fraud and abuse laws, which prohibit, among other things, any false claims, or any bribe, kickback, rebate or other remuneration, in cash or in kind, in return for the referral of Medicare and Medicaid patients. Violation of these prohibitions may result in civil and criminal penalties and exclusion from participation in the Medicare and Medicaid programs. We have implemented policies and procedures that management believes will assure that we are in substantial compliance with these laws, but we cannot assure you that the government or a court will not find that some of our business practices violate these laws.

        During the first quarter of fiscal 2004, we were advised by the United States Department of Justice ("DOJ") that it was investigating certain business practices at AMR including whether discounts in violation of the federal Anti-Kickback Statute were provided by AMR in exchange for referrals involving Medicare eligible patients. Specifically, the government alleged that certain of our hospital and nursing home contracts in effect in Texas in periods prior to 2002 contained discounts in violation of the federal Anti-Kickback Statute. We negotiated a settlement with the government pursuant to which we paid $9 million and obtained a release from the U.S. Government of all claims related to such conduct alleged to have occurred in Texas in periods prior to 2002. In connection with the settlement, we entered into a CIA, which is effective for a period of five years beginning September 12, 2006. Pursuant to the CIA, we are required to maintain a compliance program which includes, among other elements, the appointment of a compliance officer and committee; training of employees nationwide; safeguards for our contracting processes nationwide, including tracking of contractual arrangements in Texas; review by an independent review organization and reporting of certain reportable events. We expect our obligations under this CIA to be released by the end of 2011. There can be no assurance that other investigations or legal action related to our contracting practices will not be pursued against AMR in other jurisdictions or for different time frames.

        In December 2006, AMR received a subpoena from the DOJ. The subpoena requested copies of documents for the period from January 2000 through the present. The subpoena required us to produce a broad range of documents relating to the operations of certain AMR affiliates in New York. We produced documents responsive to the subpoena. The government identified claims for reimbursement that the government believes lack support for the level billed, and invited us to respond to the identified areas of concern. We reviewed the information provided by the government and provided our response. On May 20, 2011, AMR entered into a settlement agreement with the DOJ and a corporate integrity agreement with the OIG in connection with this matter. Under the terms of the settlement, AMR paid $2,746,816 to the federal government. In connection with the settlement, we entered into a CIA with a five-year period beginning May 20, 2011. Pursuant to this CIA, we are required to maintain a compliance program, which includes, among other elements, the appointment of a compliance officer and committee, training of employees nationwide, safeguards for our billing

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operations as they relate to services provided in New York, including specific training for operations and billing personnel providing services in New York, review by an independent review organization and reporting of certain reportable events. We entered into the settlement in order to avoid the uncertainties of litigation, and have not admitted any wrongdoing.

        Four different lawsuits purporting to be class actions have been filed against AMR and certain subsidiaries in California alleging violations of California wage and hour laws. On April 16, 2008, Lori Bartoni commenced a suit in the Superior Court for the State of California, County of Alameda; on July 8, 2008, Vaughn Banta filed suit in the Superior Court of the State of California, County of Los Angeles; on January 22, 2009, Laura Karapetian filed suit in the Superior Court of the State of California, County of Los Angeles; and on March 11, 2010, Melanie Aguilar filed suit in Superior Court of the State of California, County of Los Angeles. The Banta and Karapetian cases have been coordinated with the Bartoni case in the Superior Court for the State of California, County of Alameda. At the present time, courts have not certified classes in any of these cases. Plaintiffs allege principally that the AMR entities failed to pay overtime charges pursuant to California law, and failed to provide required meal breaks or pay premium compensation for missed meal breaks. Plaintiffs are seeking to certify the classes and are seeking lost wages, punitive damages, attorneys' fees and other sanctions permitted under California law for violations of wage hour laws. We are unable at this time to estimate the amount of potential damages, if any.

        We are involved in other litigation arising in the ordinary course of business. Management believes the outcome of these legal proceedings will not have a material adverse effect on our financial condition, results of operations or liquidity.

Litigation Related to the Merger

        Eleven purported shareholder class actions relating to the transactions contemplated by the Merger Agreement have been filed in state court in Delaware and federal and state courts in Colorado against various combinations of EMSC, the members of our board of directors, and other parties. Seven actions were filed in the Delaware Court of Chancery beginning on February 22, 2011, which were consolidated into one action entitled In re Emergency Medical Services Corporation Shareholder Litigation, Consolidated C.A. No. 6248-VCS. On April 4, 2011, the Delaware plaintiffs filed their consolidated class action complaint. Two actions, entitled Scott A. Halliday v. Emergency Medical Services Corporation, et al., Case No. 2011CV316 (filed on February 15, 2011), and Alma C. Howell v. William Sanger, et. al., Case No. 2011CV488 (filed on March 1, 2011), were filed in the District Court, Arapahoe County, Colorado. Two other actions, entitled Michael Wooten v. Emergency Medical Services Corporation, et al., Case No. 11-CV-00412 (filed on February 17, 2011), and Neal Greenberg v. Emergency Medical Services Corporation, et. al., Case No. 11-CV-00496 (filed on February 28, 2011), were filed in the U.S. District Court for the District of Colorado and have been consolidated. These actions generally allege that the directors of EMSC, Onex and/or the Onex subsidiaries breached their fiduciary duties by, among other things: approving the transactions contemplated by the Merger Agreement, which allegedly were financially unfair to EMSC and its public stockholders; agreeing to provisions in the Merger Agreement that would allegedly prevent the board of directors of EMSC from considering other offers; permitting the unitholders agreement (which secured the majority votes in favor of the Merger), and failing to require a provision in the Merger Agreement requiring that a majority of the public stockholders approve the transactions contemplated by the Merger Agreement; and/or making allegedly materially inadequate disclosures. The actions further allege that certain other defendants aided and abetted these breaches. In addition, the two actions filed in the U.S. District Court for the District of Colorado contain individual claims brought under Section 14(a) and Section 20(a) of the Exchange Act pertaining to the purported dissemination of allegedly misleading proxy materials. The actions seek unspecified damages and equitable relief. We believe that all of the allegations in these actions are without merit and intend to vigorously defend these matters.

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        In addition to the foregoing shareholder class actions, Merion Capital, L.P., a former stockholder of EMSC, has filed an action in the Delaware Court of Chancery seeking to exercise its right to appraisal of its holdings in EMSC prior to the Merger. Merion Capital was the holder of 599,000 shares of class A common stock in EMSC prior to the Merger. We have not paid any merger consideration for these shares and have recorded a reserve in the amount of $38.3 million for such unpaid merger consideration pending conclusion of the appraisal action.

        In July 2011, AMR received a request from the Civil Division of the U.S. Attorney's Office for the Central District of California ("USAO") asking AMR to preserve certain documents concerning AMR's provision of ambulance services within the City of Riverside, California. The USAO indicated that it, together with the Department of Health and Human Services, Office of the Inspector General, are investigating whether AMR violated the federal False Claims Act and/or the federal Anti-Kickback Statute in connection with AMR's provision of ambulance transport services within the City of Riverside. The California Attorney General's Office is conducting a parallel state investigation for possible violations of the California False Claims Act. We have complied with the USAO's request to preserve documents.

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MANAGEMENT

Executive Officers and Directors

        Set forth below are the name, age, position and description of the business experience of our executive officers and directors:

Name	Age		Title(s)
William A. Sanger		60	Director, President and Chief Executive Officer
Randel G. Owen		52	Director, Executive Vice President and Chief Financial Officer
Todd G. Zimmerman		45	President of EmCare and Executive Vice President of EMSC
Mark E. Bruning		53	President of AMR
Steve W. Ratton, Jr.		48	Treasurer and Senior Vice President of Mergers and Acquisitions of EMSC
Steve G. Murphy		56	Senior Vice President of Government and National Services of EMSC
Kimberly Norman		46	Senior Vice President of Human Resources of EMSC
Dighton C. Packard, M.D.		63	Chief Medical Officer of EmCare
R. Jason Standifird		38	Senior Vice President, Chief Accounting Officer and Controller
Craig A. Wilson		43	Senior Vice President, General Counsel and Secretary
Ronald A. Williams		61	Director and Chairman
Richard J. Schnall		41	Director
Kenneth A. Giuriceo		37	Director
Carol J. Burt		53	Director
Leonard M. Riggs, Jr., M.D.		68	Director
Michael L. Smith		62	Director

William A. Sanger has been a director and Chief Executive Officer of EMSC and its predecessor since February 2005, and the President of EMSC since 2008. Mr. Sanger was appointed President of EmCare in 2001 and Chief Executive Officer of EmCare and AMR in June 2002. Mr. Sanger served as President and Chief Executive Officer of Cancer Treatment Centers of America, Inc. from 1997 to 2001. Mr. Sanger is also a co-founder of BIDON Companies where he has been a Managing Partner since 1999. From 1994 to 1997, Mr. Sanger was co-founder and Executive Vice President of PhyMatrix Corp., then a publicly traded diversified health services company. In addition, Mr. Sanger was President and Chief Executive Officer of various other healthcare entities, including JFK Health Care System. Mr. Sanger serves as the Chairman of the Board of Directors of Vidacare Corporation, a medical device company. Mr. Sanger is also a director of Carestream Health, Inc. Mr. Sanger has more than 30 years of experience in the healthcare industry, and we believe his experience both as an entrepreneur and a seasoned public company executive, including eight years of experience in different capacities with EmCare and AMR, make him uniquely qualified to serve in his role. Mr. Sanger has an MBA from the Kellogg School of Management at Northwestern University.

Randel G. Owen has been a Director of EMSC since August 2011, Chief Financial Officer of EMSC and its predecessor since February 10, 2005 and was appointed Executive Vice President as of December 1, 2005. Mr. Owen was appointed Executive Vice President and Chief Financial Officer of AMR in March 2003. He joined EmCare in July 1999 and served as Executive Vice President and Chief Financial Officer from June 2001 to March 2003. Mr. Owen is also a director of First Cash

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Financial Services, Inc. Before joining EmCare, Mr. Owen was Vice President of Group Financial Operations for PhyCor, Inc., a medical clinic operator, in Nashville, Tennessee from 1995 to 1999. Mr. Owen has more than 25 years of financial experience in the healthcare industry, and we believe his extensive financial background, financial reporting expertise, and his extensive knowledge of operations, to be valuable contributions to the board of directors. Mr. Owen received an accounting degree from Abilene Christian University.

Todd G. Zimmerman has been President of EmCare since April 2010. Prior to this role, he served as General Counsel of EMSC and its predecessor from February 10, 2005 through March 2010. Mr. Zimmerman was appointed Executive Vice President of EMSC effective December 1, 2005. Mr. Zimmerman was appointed General Counsel and Executive Vice President of EmCare in July 2002 and of AMR in May 2004. Mr. Zimmerman joined EmCare in October 1997 in connection with EmCare's acquisition of Spectrum Emergency Care, Inc., an emergency department and outsourced physician services company, where he served as Corporate Counsel. Prior to joining Spectrum in 1997, Mr. Zimmerman worked in the private practice of law for seven years, providing legal advice and support to various large corporations. Mr. Zimmerman received his B.S. in Business Administration from St. Louis University and his J.D. from the University of Virginia School of Law.

Mark E. Bruning was appointed President of AMR in May 2009, after having served as Executive Vice President since January 2008. Mr. Bruning has spent over 25 years of his career with AMR in numerous positions, and over 15 years in leadership roles with AMR. Prior to his current appointment, Mr. Bruning was a divisional Chief Operating Officer for AMR in AMR's Central Division. Mr. Bruning holds an MBA from the Kellogg Graduate School of Management at Northwestern University.

Steve W. Ratton, Jr. has been Treasurer of EMSC and its predecessor since February 2005 and was appointed Senior Vice President of Mergers and Acquisitions effective December 1, 2005. Mr. Ratton joined EmCare in April 2003 as Executive Vice President and Chief Financial Officer. Prior to joining EmCare, Mr. Ratton served as Treasurer for Radiologix, Inc. from September 2001 to April 2003. Mr. Ratton was Vice President of Finance for Matrix Rehabilitation, Inc. from August 2000 to September 2001, and Director of Finance for PhyCor, Inc. from April 1998 to August 2000. Mr. Ratton has more than 20 years of experience in the healthcare industry, in both hospital and physician settings. Mr. Ratton has an accounting degree from the University of Texas at El Paso.

Steve G. Murphy was appointed Senior Vice President of Government and National Services of EMSC effective December 1, 2005. He has served in that role with AMR since 2003. Prior to joining AMR in 1989, Mr. Murphy was National Vice President of Government Relations for CareLine Inc. and MedTrans, Inc., President and Chief Operating Officer of Pruner Health Services, Inc. and Chief Administrative Officer for Pruner's Napa Ambulance Service, Inc. Mr. Murphy has been active in emergency medical services and the ambulance industry for more than 30 years. He holds a Registered Nursing Degree and has been certified as a Certified Emergency Nurse and Mobile Intensive Care Nurse.

Kimberly Norman was appointed Senior Vice President of Human Resources of EMSC effective December 1, 2005. Ms. Norman joined MedTrans, Inc. in June 1991 and joined AMR in 1997, when it merged with MedTrans. She has held various human resource positions for AMR, including Benefits Specialist, Manager of Human Resources and Employee Development, and Regional and National Vice President of Human Resources. Ms. Norman received her B.B.M. from the University of Phoenix and a Human Resource Management Certification from San Diego State University.

Dighton C. Packard, M.D. has been Chief Medical Officer of EmCare since 1990 and became Chief Medical Officer of the predecessor of EMSC in April 2005. Dr. Packard is also the Chairman of the Department of Emergency Medicine at Baylor University Medical Center in Dallas, Texas and a member of the Board of Trustees for Baylor University Medical Center and for Baylor Heart and

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Vascular Hospital. Dr. Packard has practiced emergency medicine for more than 30 years. He received his B.S. from Baylor University at Waco and his M.D. from the University of Texas Medical School at San Antonio.

R. Jason Standifird has been Vice President and Controller of EMSC and its predecessor since February 2005, and was appointed Chief Accounting Officer in February 2009. Mr. Standifird joined AMR in 2004 as its Controller, and is a Certified Public Accountant. Prior to joining AMR, Mr. Standifird was a manager with PricewaterhouseCoopers in their Assurance and Business Advisory Services division. Mr. Standifird has a B.S. degree from Boston College in Accounting and Finance.

Craig A. Wilson has been General Counsel of EMSC since April 1, 2010 and Secretary of EMSC since August 10, 2011. Prior to this role, he served as Assistant Secretary from April 1, 2010 to August 10, 2011 and Corporate Counsel of EMSC from February 2005 through March 2010. Mr. Wilson was Corporate Counsel of EmCare from March 2000 through February 2005. Prior to joining EmCare in 2000, Mr. Wilson worked in the private practice of law for seven years. Mr. Wilson received his B.S. in Business Administration and Political Science from William Jewell College and his J.D. from Northwestern University School of Law.

Ronald A. Williams has been an operating advisor to Clayton, Dubilier & Rice Fund VIII, L.P. since April 2011. Previously, Mr. Williams was most recently Chairman of Aetna Inc. After joining Aetna in 2001, he became President in 2002. He served as CEO from February 2006 to November 2010 and Chairman of the Board from October 2006 to April 2011. Mr. Williams is a member of the President's Management Advisory Board, assembled by President Obama to help bring the best of business practices to the management and operation of the federal government. Mr. Williams serves on the Board of Directors of American Express Company, The Boeing Company and Johnson & Johnson, as well as the Boards of the Peterson Institute for International Economics and Save the Children. Prior to joining Aetna, Mr. Williams was Group President of the Large Group Division at WellPoint Health Networks Inc. and President of the company's Blue Cross of California subsidiary. Mr. Williams is a graduate of Roosevelt University and holds an M.S. in Management from the Sloan School of Management at the Massachusetts Institute of Technology. As Chairman, Mr. Williams brings to our board of directors his extensive management, operations, and business experience leading in a rapidly changing and highly regulated industry and his focus on innovation through information technology, as well as his leadership, financial and core business skills.

Richard J. Schnall has been a financial partner at Clayton, Dubilier & Rice since 2001 and has been with the firm since 1996. Prior to joining Clayton, Dubilier & Rice, he worked in the Investment Banking division of Donaldson, Lufkin & Jenrette, Inc. and Smith Barney & Co. Mr. Schnall is a limited partner of CD&R Associates VI Limited Partnership, a director and stockholder of CD&R Investment Associates VI, Inc., a director at Sally Beauty Holdings, Inc., Diversey, Inc., U.S. Foodservice and HGI Holding, Inc. Mr. Schnall is a graduate of the Wharton School of Business at the University of Pennsylvania and holds a Masters of Business Administration from Harvard Business School. We believe that Mr. Schnall's executive and financial experience well qualifies him to serve on our board of directors.

Kenneth A. Giuriceo has been a financial partner at Clayton, Dubilier & Rice since 2007. Prior to joining Clayton, Dubilier & Rice in 2003, Mr. Giuriceo worked in the principal investment area of Goldman, Sachs & Co., an investment and banking firm, from 2002 to December 2003. Mr. Giuriceo is currently a member of the Board of Directors of Sally Beauty Holdings, Inc., and is currently a member of the Board of Directors at The ServiceMaster Company, a private outsourcing services company, where he serves as chair of its audit committee and as a member of its compensation committee. We believe that Mr. Giuriceo's executive and financial experience well qualifies him to serve on our board of directors.

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Carol J. Burt became a director of EMSC in August 2011. She has been a principal of Burt-Hilliard Investments, a private investment and consulting service to the health care industry, since January 2008. Ms. Burt currently serves as a director of WellCare Health Plans, Inc. Ms. Burt was formerly an executive officer of WellPoint, Inc., where she served from 1997 to 2007. Most recently, Ms. Burt served as WellPoint's Senior Vice President, Corporate Finance and Development, from 2005 until 2007. From 1999 to 2004, Ms. Burt was WellPoint's Senior Vice President, Finance and Strategic Development, and from 1997 to 1998, WellPoint's Senior Vice President, Finance and Treasury. In her time with WellPoint, Ms. Burt was responsible for, among other things, mergers and acquisitions, strategy, strategic investments, treasury and capital, investment and real estate management. She also oversaw financial planning and analysis, forecasting and budgeting and related matters. In addition, WellPoint's financial services and worldwide businesses reported to her. We believe that Ms. Burt's strategic, operational and financial experience in the managed care industry are valuable assets to our board of directors.

Leonard M. Riggs, Jr., M.D. became a director of EMSC in August 2011 and was previously a director of EMSC from July 2010 to May 2011. He is a private investor and serves as an Operating Partner of CIC Partners, a private equity firm based in Dallas, Texas. Dr. Riggs was a founder of EmCare, Inc., and also served as its Chairman and Chief Executive Officer until 2002. Dr. Riggs has served on numerous boards and is a former president of the American College of Emergency Physicians. We believe Dr. Riggs's experience as a prominent physician with executive experience in outsourced healthcare services enables him to provide a unique and valuable perspective as a member of our board of directors.

Michael L. Smith became a director of EMSC in August 2011 and previously was a director of EMSC and its predecessor company from July 2005 to May 2011. Mr. Smith is a private investor who continues to serve on the boards of leading healthcare companies. He is a founding partner of Cardinal Equity Fund and Cardinal Equity Partners. From 2001 until his retirement in January 2005, Mr. Smith served as Executive Vice President and Chief Financial and Accounting Officer of Anthem, Inc. and its subsidiaries, Anthem Blue Cross and Blue Shield, which together form one of the leading health insurance groups in the United States. Mr. Smith brings a deep knowledge of public companies in the healthcare industry from his past experience as an executive and his continuing experience as a director. From 1996 to 1998 he served as Chief Operating Officer and Chief Financial Officer of American Health Network Inc., then a subsidiary of Anthem. Mr. Smith was Chairman, President and Chief Executive Officer of Mayflower Group, Inc., a transportation company, from 1989 to 1995, and held various other management positions with that company from 1974 to 1989. Mr. Smith also serves as a director of Kite Realty Group Trust, a retail property REIT, Vectren Corporation, a gas and electric power utility, and HH Gregg, Inc., a national home appliance and electronics retailer. Mr. Smith previously served as a director of Calumet Specialty Products, LP (a refiner of specialty petroleum products) from 2006 to 2009 and Intermune Inc. (a biopharmaceutical company). Mr. Smith also serves as a member of the Board of Trustees of DePauw University, a director of the Central Indiana Community Foundation and the Lumina Foundation, and the Chairman of the Indiana Commission for Higher Education. We believe that Mr. Smith's healthcare industry and public company experience well qualifies him to serve on our board of directors.

Corporate Governance

Board Composition

        The board of directors of EMSC is currently composed of eight members, all of whom were elected as directors in accordance with our second amended and restated certificate of incorporation.

        Under our second amended and restated by-laws, our board of directors will consist of such number of directors as may be determined from time to time by resolution of the board of directors,

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but in no event may the number of directors be less than one. Any vacancies or newly created directorships may be filled only by a vote of our stockholders. Each director will hold office until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation or removal.

Committees of the Board of Directors

        Our board of directors maintains an audit committee, a compensation committee, a compliance committee, an executive committee and a finance committee.

        The audit committee has responsibility for, among other things, assisting our board of directors in reviewing our financial reporting and other internal control processes, our financial statements, the independent auditors' qualifications and independence, and the performance of our internal audit function and independent auditors. The members of our audit committee are Ms. Burt and Messrs. Giuriceo and Smith, of whom Ms. Burt and Mr. Smith are "independent" as such term is defined by The New York Stock Exchange corporate governance standards.

        The compensation committee has responsibility for reviewing and approving the compensation and benefits of our employees, directors and consultants; administering our employee benefits plans; authorizing and ratifying stock option grants and other incentive arrangements; and authorizing employment and related agreements. The members of our compensation committee are Dr. Riggs and Messrs. Giuriceo, Schnall and Williams, of whom Dr. Riggs is "independent" as such term is defined by The New York Stock Exchange corporate governance standards.

        The compliance committee has responsibility for ensuring proper communication of compliance issues to the board of directors and its committees; reviewing significant compliance risk areas and management's efforts to monitor, control and report such risk exposures; monitoring the effectiveness of our ethics and compliance department; and reviewing and approving compliance related policies and proceedings. The members of our compliance committee are Dr. Riggs and Messrs. Owen, Sanger, Smith and Williams.

        The executive committee has responsibility for assisting the board of directors with its responsibility and, except as may be limited by law, our certificate of incorporation or bylaws, to exercise the powers and authority of the board of directors with the board of directors is not in session. The members of our executive committee are Messrs. Williams, Sanger and Schnall.

        The finance committee has responsibility for assisting the board of directors in satisfying its responsibilities relating to our financing strategy, financial policies and financial condition. The members of our finance committee are Ms. Burt and Messrs. Owen, Giuriceo, Sanger and Schnall.

Director Independence

        Though not formally considered by our board of directors because our common stock is not listed on a national securities exchange, our board of directors has determined that Ms. Burt, Dr. Riggs and Mr. Smith are "independent" as such term is defined by The New York Stock Exchange corporate governance standards.

Compensation Committee Interlocks and Insider Participation

        During fiscal year 2010, the Compensation Committee was comprised of the following four non-employee directors for the entirety of the year: James T. Kelly, Chair, Kevin E. Benson, Robert M. LeBlanc and Michael L. Smith. Leonard M. Riggs, Jr. was elected to the Compensation Committee upon his election to the board of directors of the Company on July 10, 2010. There were no members of the Compensation Committee who served as an officer or employee of the Company or any of its subsidiaries during 2010. In addition, during 2010, no executive officer of the Company served as a

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director or as a member of the compensation committee of a company (i) whose executive officer served as a director or as a member of the Compensation Committee of the Company and (ii) which employs a director of the Company.

        On August 10, 2011, Dr. Riggs and Messrs. Giuriceo, Schnall and Williams were appointed as members of our Compensation Committee. There are no members of the Compensation Committee who serve as an officer or employee of the Company or any of its subsidiaries. In addition, no executive officer of the Company serves as a director or as a member of the compensation committee of a company (i) whose executive officer served as a director or as a member of the Compensation Committee of the Company and (ii) which employs a director of the Company.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Overview

        This compensation discussion and analysis provides information about the material elements of compensation that are paid, awarded to, or earned by, our "named executive officers," who consist of our principal executive officer, principal financial officer, and our three other most highly compensated executive officers, for fiscal year 2010 as follows:

•

William A. Sanger, President and Chief Executive Officer

•

Randel G. Owen, Executive Vice President and Chief Financial Officer

•

Todd G. Zimmerman, President of EmCare and Executive Vice President of the Company

•

Mark Bruning, President of AMR

•

Steve W. Ratton, Senior Vice President of the Company and Treasurer

        Subsequent to the end of fiscal year 2010, we were acquired by the CD&R Affiliates pursuant to the Merger Agreement. Following the Merger, we became an indirect subsidiary of Holding, a company controlled by the CD&R Affiliates. This compensation discussion and analysis describes our executive compensation for fiscal year 2010, as well as certain important compensation decisions made subsequent to the end of fiscal year 2010 in connection with the Merger. The principal changes made subsequent to the end of fiscal year 2010 were the following:

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The employment agreements for each of our named executive officers were amended which, among other changes, modifies the "good reason" events for termination of employment by the executive; and

•

Holding adopted a new equity incentive plan which provides for the granting of time-vested stock options to our executive officers, key employees, and directors, and each of the named executive officers received new option grants.

        The information below with respect to compensation paid to the named executives in 2010 and prior fiscal years relates to compensation paid before the Merger and is therefore not necessarily indicative of the compensation amounts, philosophy or benefits that these individuals, or other executives and key employees, will receive going forward.

Compensation Overview and Philosophy

        The executive compensation programs in place before the Merger were designed with the objectives of (1) attracting and retaining highly motivated, qualified and experienced executives; (2) focusing the attention of the named executive officers on the operational and financial performance of the Company; and (3) encouraging the named executive officers to meet long-term performance objectives and increase stockholder value.

Role of the Compensation Committee

        The role of our Compensation Committee is to assist our board of directors in the discharge of its responsibilities relating to our executive compensation program. Our Compensation Committee is responsible for establishing, administering and monitoring our policies governing the compensation for our executive officers, including determining base salaries and cash incentive awards.

        During fiscal year 2010, our board of directors consisted of Robert M. LeBlanc, William A. Sanger, Kevin E. Benson, Steven B. Epstein, Paul B. Iannini, James T. Kelly, Leonard M. Riggs, Jr. and

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Michael L. Smith. During 2010, the Compensation Committee was comprised of the following four non-employee directors for the entirety of the year: Mr. Kelly, Chair, Mr. Benson, Mr. LeBlanc, and Mr. Smith. Dr. Riggs was elected to the Committee upon his election to the Board on July 10, 2010. There were no members of the Compensation Committee who served as an officer or employee of the Company or any of its subsidiaries during 2010. This membership was made up of four independent, non-employee directors and one non-employee director who was not deemed independent, as permitted under NYSE rules due to the "controlled company" exception, which applied to the Company at the time. Effective upon the Merger, the members of our board of directors became Richard J. Schnall, Kenneth A. Giuriceo, Ronald A. Williams and William A. Sanger. On August 10, 2011, Carol J. Burt, Randel G. Owen, Dr. Leonard M. Riggs, Jr. and Michael L. Smith were appointed to the board of directors of EMSC, and Dr. Riggs and Messrs. Giuriceo, Schnall and Williams were appointed as members of the Compensation Committee.

        The Compensation Committee developed, in consultation with management and outside consultants, an Executive Officer Evaluation and Compensation Plan which historically provided the Compensation Committee with a tool for gauging the compensation of the named executive officers. Through the Executive Officer Evaluation and Compensation Plan, the executive compensation programs in place prior to the Merger were designed to effectively attract, retain, and motivate top quality executives who have the ability to significantly influence our long-term financial success, and who are responsible for effectively managing our operations in a way that maximizes stockholder value. The compensation programs for named executive officers seek to achieve a balance between compensation levels and our annual and long-term budgets, strategic plans, business objectives, and stockholder expectations. The Executive Officer Evaluation and Compensation Plan set forth core practices that defined the overriding objectives for the 2010 and prior fiscal years executive compensation programs and the role of the various compensation elements in meeting those objectives. These core practices were as follows:

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To ensure that all elements of executive compensation and benefits, and of the compensation process, were controlled by the Compensation Committee;

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To ensure that total executive compensation levels were reasonably linked to our performance, which may require the Compensation Committee to look beyond financial performance measures to the executives' achievement of our other strategic goals;

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To provide for compensation arrangements that were comparable to similar organizations and jobs, with realization of compensation linked to the executives' contributions toward achieving our goals;

•

To require that all elements of the compensation program were reviewed and approved annually by the Compensation Committee, and to require that processes and programs were reviewed regularly for compliance with relevant laws and regulations;

•

To design compensation arrangements so that they could be easily explained to, and understood by, individuals with a basic business background; and

•

To consider various programs and vehicles available for compensation, including cash and equity.

        Three officers of the Company and its subsidiaries were compensated under the Executive Officer Evaluation and Compensation Plan in fiscal year 2010: William A. Sanger, who at the time was Chairman, President and Chief Executive Officer, Randel G. Owen, the Executive Vice President and Chief Financial Officer, and Todd G. Zimmerman, the Executive Vice President and President of EmCare. All aspects of compensation for these executive officers in fiscal year 2010 were determined by the Compensation Committee.

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        Senior level employees and officers other than Messrs. Sanger, Owen and Zimmerman participated in incentive plans that were available to a significant number of employees of the Company and its subsidiaries. Although some of those individuals were "named executive officers" of the Company under the SEC rules based on their position and level of compensation in some fiscal years, in which case their compensation was disclosed in our proxy materials for those years, their individual targets and performance measures were set by Mr. Sanger, to whom they typically reported, rather than directly by the Compensation Committee.

Elements of Our Executive Compensation Program

        During 2010, the compensation program for our named executive officers consisted of base salary, short-term cash incentives in the form of annual bonuses, and equity awards pursuant to the Amended and Restated Long-Term Incentive Plan. We granted equity awards in the form of stock options and shares of restricted stock to all of our named executive officers in May 2010. During 2010, our named executive officers also participated in various benefit plans made available to most of our employees, and received certain other perquisites and benefits as detailed below.

Base Salary

        We pay each of our named executive officers a base salary in cash on a bi-weekly basis. The amount of the salary is reviewed annually and does not necessarily vary with our performance. We seek to provide base salary in an amount sufficient to attract and retain individuals with the qualities necessary to ensure the short-term and long-term financial success of the Company. Base salary for each named executive officer is based upon appropriate competitive reference points, job responsibilities and such executive's ability to contribute to our success. We targeted salaries between the 50^th and 75^th percentiles of peer companies identified by the Compensation Committee, while recognizing individual differences in scope of responsibilities, qualifications, experience and leadership abilities. We also recognize the value of adjusting salaries as needed to maintain competitiveness vis-à-vis our peers without overemphasizing the use of automatic formulas. In connection with the Merger, we increased Mr. Owen's base salary to $505,000 and we increased Mr. Bruning's salary to $515,000. See "—Key Changes in Expected Compensation Following the Merger—Employment Agreements."

Short-Term Incentives

        A portion of the named executive officers' targeted annual cash compensation was at risk, in the form of an annual cash incentive program contingent, in the case of each of Messrs. Sanger, Owen and Zimmerman, upon meeting Adjusted EBITDA targets set by the Compensation Committee. Mr. Bruning's annual cash incentive was contingent upon meeting annual objectives pursuant to the Management and Exempt Incentive Plan ("MEIP") and Mr. Ratton received his cash compensation, in addition to base salary, based upon metrics associated with our mergers and acquisitions, as described in further detail in "—Determination of 2010 Compensation of Named Executive Officers—Short-Term Incentives for the Other Named Executive Officers." The primary purpose of the annual cash incentive plans was to focus the attention of the named executive officers on the operational and financial performance of the Company, as applied particularly to their areas of expertise and influence.

Long-term Incentives

        The Amended and Restated Long-Term Incentive Plan was intended to assure that the key individuals who impact our long-term success had a meaningful portion of their potential total compensation linked to their success in helping meet long-term performance objectives and increasing stockholder value.

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        The Amended and Restated Long-Term Incentive Plan provided, among other things, for the issuance of stock options, restricted shares, restricted share units ("RSUs"), stock appreciation rights, stock awards and performance shares to employees and independent contractors of the Company and its subsidiaries, including our named executive officers.

        Upon completion of the Merger, each restricted share and RSU became fully vested and was cancelled and extinguished with the holder entitled to receive $64.00 for each such restricted share or share of Company common stock subject to a RSU. With respect to options to purchase shares of Company common stock, the named executive officers and other key employees had the following alternatives: each option was either (1) cancelled, with the holder thereof entitled to receive a cash payment of the excess of $64.00 over the exercise price per share subject to the option or (2) converted into a fully vested and exercisable option to purchase shares of Holding common stock on the same terms and conditions as were then applicable under such option and such other terms and conditions as may be mutually agreed by the holder of the option and Holding. See "—Treatment of Outstanding Options, Restricted Shares and RSUs in the Merger" and "—Key Changes in Expected Compensation Following the Merger—CDRT Holding Corporation Stock Incentive Plan."

Other Compensation Elements

        We offer perquisites to our named executive officers in the form of auto allowances, certain automotive maintenance and operation expenses, as well as reimbursement of certain supplemental insurance expenses. We believe that our perquisites further motivate our senior employees and fall within an expense range that is reasonable in light of such executives' position and tenure. In addition, we lease a corporate apartment in Dallas, Texas for Mr. Zimmerman and a corporate car which is primarily for his use in Dallas as we have requested Mr. Zimmerman to work at EmCare's offices in Dallas several days per week. Other than those perquisites, we do not have any other compensation elements, other than standard benefits that are available to most employees of the Company, such as 401(k) matching, subsidized medical, dental and vision insurance and life and disability insurance. From time to time, our board of directors and Compensation Committee may consider offering additional programs.

Determination of 2010 Compensation of Named Executive Officers

        The following sections describe the determination of the various elements of our compensation program for the named executive officers, including objectives, market positioning, structure, operation and other information specific to 2010 payments, awards and compensation adjustments.

Base Salary

        Base salary for each named executive officer in 2010 was established at a level that we believed to be sufficient to attract and retain individuals with the qualities necessary for the long-term financial success of the Company. Salaries were generally positioned between the 50^th and 75^th percentiles of the defined peer group.

        The Compensation Committee reviews the base salaries of Messrs. Sanger, Owen and Zimmerman annually in accordance with the provisions of the executive officers' employment agreements. Salary adjustments take into account market data in the context of an executive's role, responsibilities, experience tenure, individual performance and contribution to our financial results. The Compensation Committee worked with management to develop an evaluation tool to periodically assess overall managerial and leadership skill by eliciting feedback from the applicable officer's direct reports, along with at least seventy-five percent of a larger group of "peer" management employees. This tool was used as one factor in the Compensation Committee's assessment of base salary for the named executive officers when considering salary adjustments.

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        From time to time, the Compensation Committee has engaged Towers Watson for compensation review purposes and taken Towers Watson's advice into consideration when making compensation decisions for Messrs. Sanger, Owen and Zimmerman.

        On April 1, 2010, we increased Mr. Zimmerman's annual base salary to $550,000 in connection with his new role as President of EmCare. This increase was implemented by Mr. Sanger, as the officer to whom Mr. Zimmerman reported, in consultation with the Chairperson of the Compensation Committee, rather than by action of the Compensation Committee.

        At the Board's meeting on May 18, 2010, the Board also approved an amendment to Mr. Owen's employment agreement, dated February 10, 2005, as amended January 1, 2009 and March 12, 2009, pursuant to which his annual base compensation was increased from $382,875 to $450,000. On July 30, 2010, the Compensation Committee approved annual base salary increases to each of Messrs. Sanger, Owen, and Zimmerman in the amount of 3.0% of their respective base salaries, at approximately the same time that a large number of management employees received an annual base salary merit increase up to approximately 3.0% of the previous year's salary.

        In 2008, Mark Bruning received a salary increase in connection with his promotion to Executive Vice President of AMR. Subsequently, Mr. Bruning was promoted to President of AMR on May 4, 2009, and we approved an increase in Mr. Bruning's annual base salary from $350,000 to $400,000. The Compensation Committee did not formally review these compensation packages as Mr. Bruning was not subject to the Executive Officer Evaluation and Compensation Plan. Mr. Sanger, as the officer to whom Mr. Bruning reports, constructed the compensation packages following an internal survey of the prevailing market standard for salaries at their respective positions. Mr. Sanger apprised the Compensation Committee of the proposed packages at that time. Mr. Ratton's annual salary was set and reviewed by Mr. Sanger and is currently at $315,275.

        Mr. Bruning and Mr. Ratton also each received a salary increase of 3.0%, although their salary increases were determined by the Company pursuant to its standard management merit increase process rather than by the Compensation Committee.

        Effective with respect to the period beginning on the closing date of the Merger, the base salaries of Mr. Owen and Mr. Bruning under their employment agreements were increased to $505,000 and $515,000, respectively. See "—Key Changes in Expected Compensation Following the Merger—Employment Agreements."

Short-Term Incentives for the Chief Executive Officer, Chief Financial Officer and President of EmCare

        The named executive officers' employment agreements provide that each executive will be able to participate in a short-term incentive plan, under which payment is based upon performance targets to be established each year by the board of directors or the Compensation Committee.

        In March 2010, the Compensation Committee established our fiscal year 2010 performance targets. These targets were based on the Compensation Committee's requirement that our 2010 Adjusted EBITDA achieve a specified percentage increase over the 2009 Adjusted EBITDA target before bonuses were awarded to the applicable named executive officers. We defined Adjusted EBITDA consistently with the Adjusted EBITDA measure used in our prior periodic filings with the SEC, which is net income before equity in earnings of unconsolidated subsidiary, income tax expense, loss on early debt extinguishment, interest and other income, realized gain (loss) on investments, interest expense, and depreciation and amortization. Under the terms of the Executive Officer Evaluation and Compensation Plan, awards are based on an incentive "pool" created by the difference between our current year Adjusted EBITDA and our Adjusted EBITDA for the prior year, provided that our current year Adjusted EBITDA reached a pre-determined threshold.

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        In March 2011, following the audit and release of our year-end financial statements for 2010, the Compensation Committee determined that the threshold level of Adjusted EBITDA had not been achieved for 2010, and therefore no cash awards were paid to officers under the Executive Officer Evaluation and Compensation Plan.

        Under the terms of the Executive Officer Evaluation and Compensation Plan, the performance measures are not individualized for each of Messrs. Sanger and Owen, but rather align the annual bonus compensation of these named executive officers as a group with the performance of the Company as a whole. There was no individualized performance review process for Messrs. Sanger and Owen in the granting of bonus awards for services provided in the previous fiscal years; however, the Compensation Committee had the discretion to consider individual performance when determining bonus awards and targets, including individual percentages for 2010. Because the bonuses were based on meeting Company financial targets and did not provide for upward or downward adjustment based on individual performance, there was no guarantee that any of these named executive officers would receive a bonus, and there was also no minimum, target or maximum predetermined aggregate dollar amount that these named executive officers could receive. Bonus awards for Messrs. Zimmerman and Bruning are partially determined pursuant to the Executive Officer Evaluation and Compensation Plan and partially based on individualized performance measures.

        The Compensation Committee has historically believed that Adjusted EBITDA is the appropriate measure to align the interests of management with the interests of the Company, in part because the Compensation Committee recognizes the prevalence of Adjusted EBITDA as a measure of our financial performance among outside financial analysts and investors and in part because it represents what we have historically believed to be the best measure of our profitability. The current Compensation Committee has not reviewed measures for fiscal year 2011 or 2012.

Short-Term Incentives for the Other Named Executive Officers

        Under the MEIP, which is currently available to approximately 1,700 employees of the Company and its subsidiaries, participants are eligible to receive a percentage of their target bonus if we and, as applicable, the participant's business segment or operations unit, meets a predetermined Adjusted EBITDA threshold for the fiscal year established by the Compensation Committee. The Compensation Committee typically approves the MEIP threshold in an amount approximately commensurate with our earnings targets for the applicable fiscal year. Accordingly, each participant's potential bonus is adjusted up or down on a sliding percentage scale depending on whether the Adjusted EBITDA meets or exceeds the MEIP threshold, in addition to certain other factors based on the participants' department targets and fulfillment of individual and strategic goals. Historically, in order to achieve 100% or more of an executive's target bonus, we would need to exceed the fiscal year Adjusted EBITDA targets.

        Mr. Bruning participates in the MEIP and Mr. Sanger, as the executive officer to whom Mr. Bruning reports, sets Mr. Bruning's target objectives on an annual basis in accordance with the MEIP. These target objectives are generally linked to our strategic plan. Awards under the MEIP are generally paid in cash in a lump sum during the fiscal year following the year in which performance was measured, although the MEIP allows the Company to pay smaller portions in quarterly amounts during the fiscal year in which performance was measured (provided that the Adjusted EBITDA for the quarter was on the budgeted target to meet the annual MEIP threshold). We determined that the annual MEIP threshold level of Adjusted EBITDA had not been achieved for 2010 and, accordingly, Mr. Bruning did not receive any cash award under the MEIP for 2010 other than $26,250 in quarterly bonus payments that had been paid over the course of 2010.

        As the Senior Vice President of Mergers and Acquisitions, Mr. Ratton participates in our Mergers and Acquisitions Incentive Plan (the "M&A Plan"). The M&A Plan is designed to compensate members of our M&A Department based on the successful completion of our acquisitions. Under the

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terms of the M&A Plan, Mr. Ratton receives a bonus payment on a sliding scale based on the projected profitability of each acquired company. The bonus payment is equal to (i) 0.75% of Mr. Ratton's base salary for each $1 million of projected year one revenue of the acquired company if the projected margin is below 10%, (ii) 1% of Mr. Ratton's base salary for each $1 million of projected year one revenue of the acquired company if the projected margin is between 10% and 15%, and (iii) 1.25% of Mr. Ratton's base salary for each $1 million of projected year one revenue of the acquired company if the projected margin is above 15%. 75% of Mr. Ratton's bonus amount for any given transaction is paid following the closing based upon the projected results, with an amount up to the remaining 25% paid after one year if the acquired company's financial results met or exceeded initial projections. No adjustment is made if the acquired company's financial results were below projections.

Long-Term Incentives

        We granted options to officers and other employees in fiscal 2010 under the Amended and Restated Long-Term Incentive Plan in order to align the interests of our officers and employees with the interests of shareholders and thereby provide an incentive to the officers and employees to increase shareholder value. None of the options granted under the Amended and Restated Long-Term Incentive Plan remain outstanding following the Merger.

Other Compensation Elements

        We provide officers and other employees with certain benefits to protect an employee and his or her immediate family in the event of illness, disability or death. The named executive officers are eligible for health and welfare benefits available to all our eligible employees during active employment on the same terms and conditions, as well as basic life insurance and accidental death coverage. Mr. Sanger also receives full reimbursement from the Company for his health plan.

        We do not have a pension plan for employees or executives. Substantially all salaried employees, including the named executive officers, are eligible to participate in our 401(k) savings plans. We maintain four defined contribution plans for eligible employees. Employees were allowed to contribute to these plans a maximum of 40% of their compensation up to a maximum of $16,500 ($22,000 for employees aged 50 and over) in 2010. In general, we match the contribution up to a maximum of 3% on the first 6% of the employee's salary per year, depending on the plan.

        In addition to the health and welfare benefits generally available to all salaried, full-time employees, we also provide each of Messrs. Sanger, Owen and Zimmerman with an annual auto allowance of $14,400, and certain related operating and auto insurance expenses. In addition, we provide Mr. Bruning with an annual auto allowance of $9,000, all as further described in the footnotes to the Summary Compensation Table. In addition, we provide Messrs. Sanger and Owen with supplemental life insurance beyond the level of coverage offered generally to employees. These auto expenses and supplemental life insurance provisions are pursuant to contractual negotiations between the Company and these named executive officers.

        We allow named executive officers to use our corporate aircraft for personal travel, provided that such use would not conflict with a corporate objective at that time. In 2010, all personal use of the Company aircraft was reimbursed by the named executive officers following use and no incremental expense was incurred by the Company. Effective with respect to the period beginning on the closing date of the Merger, Mr. Sanger's employment agreement was modified to provide that the Company will bear the cost of up to 25 hours of personal use of a corporate aircraft by Mr. Sanger per calendar year.

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Summary Compensation Table for Fiscal Years 2008, 2009 and 2010

        The following table sets forth the compensation of the Chief Executive Officer, Chief Financial Officer and the three other most highly compensated executive officers during fiscal year 2010 who were serving as executive officers of the Company at the end of fiscal year 2010.

Name and Principal Position		Year		Salary ($)		Bonus ($)		Stock Awards ($)(1)		Option Awards ($)(2)		All Other Compensation ($)(3)		Total ($)
(a)		(b)		(c)		(d)		(e)		(f)		(i)		(j)
William A. Sanger			2008		937,421		1,402,610		—		—		58,440		2,398,471
	President and Chief Executive Officer		2009		983,664		2,654,716		1,111,875		453,750		64,466		5,268,471
			2010		958,706		—		2,535,300		806,544		58,017		4,358,567
Randel G. Owen			2008		406,473		397,163		—		—		25,535		829,171
	Executive Vice President and		2009		426,536		644,618		555,938		226,875		27,690		1,881,657
	Chief Financial Officer		2010		440,356		—		1,056,375		336,060		24,863		1,857,654
Todd G. Zimmerman			2008		378,901		371,587		—		—		21,337		771,825
	President of EmCare and Executive		2009		397,591		600,906		555,938		226,875		24,494		1,805,803
	Vice President of the Company(4)		2010		512,953		—		1,408,500		448,080		57,566		2,427,099
Mark Bruning			2008		296,155		319,352		—		589,950		14,404		1,219,861
	President of AMR		2009		396,158		297,526		370,625		151,250		19,177		1,234,736
			2010		406,377		26,250		704,250		224,040		17,577		1,378,494
Steve W. Ratton,			2008		—		—		—		—		—		—
	Senior Vice President of the		2009		—		—		—		—		—		—
	Company and Treasurer(5)		2010		312,877		465,525		394,380		125,462		7,350		1,305,594

(1)

Represents aggregate grant date fair value under ASC Section 718 of all restricted stock awards granted during a specified year. See Note 11 to our audited consolidated financial statements included elsewhere in this prospectus, for the assumptions made in determining these values. There were no forfeitures of restricted stock awards by our named executive officers in 2010.

(2)

Represents aggregate grant date fair value under ASC Section 718 of all option awards granted during a specified year. See Note 11 to our audited consolidated financial statements included elsewhere in this prospectus, for the assumptions made in determining these values. There were no forfeitures of options by our named executive officers in 2010. Further information regarding these awards is disclosed in the "Grants of Plan-Based Awards Table" in the Proxy Statements for the specified years. We no longer have performance vesting of our options, and the value therefore does not reflect any performance assumptions.

(3)

For Mr. Sanger, amount includes (a) an annual auto allowance, (b) the Company 401(k) match, (c) supplemental individual insurance expenses of $22,687 for 2008, $40,977 for 2009 and $33,692 for 2010, (d) expenses attributed in 2008 to Mr. Sanger for non-employees accompanying him on business travel on an aircraft in which we own a fractional interest (such costs are estimated by reviewing the cost of commercial alternatives for such flights) and (e) other expenses including auto maintenance and fuel expenses permitted pursuant to the terms of Mr. Sanger's employment agreement.

For Mr. Owen, amount includes (a) an annual auto allowance, (b) Company 401(k) match , (c) supplemental individual insurance expenses and (d) other expenses, including auto maintenance and fuel expenses permitted pursuant to the terms of Mr. Owen's employment agreement.

For Mr. Zimmerman, amount includes (a) an annual auto allowance, (b) Company 401(k) match, (c) insurance expenses of as permitted pursuant to the terms of Mr. Zimmerman's employment agreement, (d) auto maintenance and fuel expenses permitted pursuant to the terms of Mr. Zimmerman's employment agreement, (e) for 2010, cost of a lease of a corporate car in Dallas, Texas that Mr. Zimmerman uses and (f) for 2010, $30,845 for a lease of an apartment in Dallas, Texas that Mr. Zimmerman uses when working at EmCare's Dallas office.

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For Mr. Bruning, amount includes (a) an annual auto allowance, (b) Company 401(k) match, (c) insurance expenses, as permitted pursuant to the terms of Mr. Bruning's employment agreement and (d) for 2008 in ancillary hotel expenses incurred during business travel.


For Mr. Ratton, amount includes (a) Company 401(k) match.

(4)

Mr. Zimmerman served as our General Counsel for the entirety of 2009 and until he was appointed President of EmCare effective April 1, 2010.

(5)

Mr. Ratton's compensation information is provided only with respect to 2010, since Mr. Ratton was not a named executive officer in 2008 or 2009.

Grant of Plan-Based Awards at End of Fiscal Year 2010

        The following table summarizes cash-based and equity-based awards for each of the named executive officers that were granted during fiscal year 2010 by the Company and its affiliates, none of which are outstanding following the Merger other than the options rolled over as described in "Treatment of Outstanding Options, Restricted Shares and RSUs in the Merger—Treatment of Options." For a description of how these and other outstanding awards were treated in the Merger, see "Treatment of Outstanding Options, Restricted Shares and RSUs in the Merger" below.

										All Other Option Awards: Number of Securities Underlying Options (#)
								All Other Stock Awards: Number of Shares of Stock or Units						Grant Date Fair Value of Stock and Option Awards ($)
		Estimated Future Payouts Under Non-Equity Incentive Plan Awards										Exercise or Base Price of Option Awards (Per Share)
Name	Grant Date	Threshold		Target		Maximum
William A. Sanger	May 18, 2010		—		—		—		45,000		45,000		56.34		3,341,844
Randel G. Owen	May 18, 2010		—		—		—		18,750		18,750		56.34		1,392,435
Todd G. Zimmerman	May 18, 2010		—		—		—		25,000		25,000		56.34		1,856,580
Mark E. Bruning	May 18, 2010		—		—		—		12,500		12,500		56.34		928,290
Steve W. Ratton	May 18, 2010		—		—		—		7,000		7,000		56.34		519,842

Employment Agreements and Severance Arrangements

        We entered into employment agreements with Messrs. Sanger, Owen and Zimmerman, each effective February 10, 2005, with Mr. Bruning on February 15, 2008 and with Mr. Ratton on August 4, 2005. The employment agreements for all named executive officers were amended effective January 1, 2009 to add language to ensure compliance with Section 409A of the Internal Revenue Code. The good reason events for termination of employment by the executive were amended in connection with the Merger. See "—Key Changes in Expected Compensation Following the Merger—CDRT Holding Corporation Stock Incentive Plan."

        Mr. Sanger's employment agreement has a five-year term, and was amended as of March 12, 2009 to provide that, following the expiration of his current employment term on February 10, 2010, his employment term will renew automatically for two additional three-year extensions (unless terminated prior to the expiration of the current employment term or the first renewal term in accordance with the provisions of Mr. Sanger's employment agreement).

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        Mr. Owen's and Mr. Zimmerman's employment agreements were each also amended as of March 12, 2009 to provide for the immediate commencement of a new two-year term, with further two-year extensions until terminated in accordance with the terms of the agreements.

        In connection with Mr. Zimmerman's appointment as President of the Company's EmCare segment on April 1, 2010, we modified the terms of Mr. Zimmerman's employment agreement. Under the terms of the revised agreement, Mr. Zimmerman's salary annual base compensation was increased to $550,000.

        On May 18, 2010, the Board approved an amendment to Mr. Owen's Employment Agreement, and his annual base compensation was increased to $450,000. Following the Merger, Mr. Owen's employment agreement was amended to increase his base salary to $505,000.

        Mr. Bruning's employment agreement had an initial two-year term, and renews automatically for successive one-year terms unless either party gives notice at least 90 days prior to the expiration of the then current term. Mr. Bruning's employment agreement was amended in 2010 to extend his general severance provision to two years. Following the Merger, Mr. Bruning's employment agreement was amended to increase his base salary to $515,000 and his automobile allowance to $1,200 per month.

        Each named executive officer has the right to terminate his agreement on 90 days' notice, in which event he will be subject to the non-compete provisions described below, provided he receives specified severance benefits as set forth below.

        The Compensation Committee customarily reviews salaries of Messrs. Sanger, Owen and Zimmerman on an annual basis. The Company also reviews the salaries of Messrs. Bruning and Ratton on a periodic basis.

        The employment agreements include provisions for the payment of an annual base salary as well as the payment of a bonus based upon the achievement of performance criteria established by our board of directors or, in the case of Mr. Bruning, by our Chief Executive Officer. Mr. Ratton is not subject to a bonus plan but receives compensation from time to time upon closing corporate transactions, as described in "Short-Term Incentives for the Other Named Executive Officers." The base salary of Mr. Sanger is subject to annual review and adjustment and the base salaries of Messrs. Owen and Zimmerman are subject to annual review.

        If we terminate a named executive officer's employment without cause or any of them resigns after a change of control for one of several specified reasons, we have agreed to continue the executive's base salary and provide his benefits for a period of 24 months from the date of termination for Messrs. Sanger, Owen and Zimmerman and Bruning. These agreements contain non-competition and non-solicitation provisions pursuant to which the executive agrees not to compete with AMR or EmCare or solicit or recruit our employees for the 24-month period (and in some cases the 12-month period) from the date of termination. See "—Individual Termination/Change in Control Agreements."

Outstanding Equity Awards at End of Fiscal Year 2010

        The following table sets forth information concerning the number of unexercised Company stock options and restricted shares that had not vested and equity plan awards for each of the named executive officers as of December 31, 2010. For a description of how these and other outstanding

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awards were treated in the Merger, see "—Treatment of Outstanding Options, Restricted Shares and RSUs in the Merger."

	Option Awards									Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($)		Option Expiration Date(1)			Number of Shares or Units of Stock that Have Not Vested (#)		Market Value of Shares or Units that Have Not Vested ($)
(a)	(b)		(c)		(e)		(f)			(g)		(h)
William A. Sanger		498,168		—		6.67		February 10, 2015	(2)
		9,375		28,125		29.65		March 12, 2019	(2)
		—		45,000		56.34		May 18, 2020	(2)
											70,000		4,522,700
Randel G. Owen		130,542		—		6.67		February 10, 2015	(2)
		4,688		14,062		29.65		March 12, 2019	(2)
		—		18,750		56.34		May 18, 2020	(2)
											31,250		2,019,063
Todd G. Zimmerman		39,117		—		6.67		February 10, 2015	(2)
		4,688		14,062		29.65		March 12, 2019	(2)
		—		25,000		56.34		May 18, 2020	(2)
											37,500		2,422,875
Mark E. Bruning		—		22,500		30.10		February 7, 2018	(2)(3)
		—		9,375		29.65		March 12, 2019	(2)
		—		12,500		56.34		May 18, 2020	(2)
											20,833		1,346,020
Steve W. Ratton		7,500		—		6.67		February 10, 2015	(2)
		62		4,688		29.65		March 12, 2019	(2)
		—		7,000		56.34		May 18, 2020	(2)
											11,167		721,500

(1)

All options terminate if not exercised, upon (i) a sale of our equity whereby any person other than existing equity holders as of the grant date acquire the voting power to elect a majority of our board of directors or (ii) a sale of all or substantially all of our assets. All unexercised options, whether vested or unvested, outstanding immediately prior to the effective time of the Merger were either (i) cancelled and the holder received, with respect to each such option, an amount in cash equal to the excess of $64.00 per share over the exercise price per share subject to the option or (ii) converted into options to acquire common stock of Holding which preserve the current terms with some enhancements.

(2)

The options with an expiration date of February 10, 2015 vested ratably on the first four anniversaries of February 10, 2005, the grant date, provided, that the exercisability of one-half of the options was conditioned upon meeting a specified performance target, which was met in February 2009. Therefore, all of these options were vested and exercisable as of the date of the Merger. The options with an expiration date of February 7, 2018, March 12, 2019 and May 18, 2020 granted to Mr. Bruning vested concurrently with the Merger. The options could have also expired earlier, in connection with termination of employment or certain corporate events.

(3)

The options could have also expired prior to their expiration date, February 7, 2018, in connection with termination of employment or certain corporate events.

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Nonqualified Deferred Compensation

        In June 2010, we implemented a Deferred Compensation Plan. The Plan is an unfunded plan maintained primarily for the purpose of providing deferred compensation benefits for a select group of management or highly compensated employees at a level of Vice President or above, and is entirely voluntary to participants. We do not have any other defined contribution or other plan that provides for the deferral of compensation on a basis that is not tax-qualified.

        The following table sets forth certain information with respect to nonqualified deferred compensation under the Deferred Compensation Plan for the year ended December 31, 2010.

Name	Executive Contributions in Last Fiscal Year ($)(1)		Company Contributions in Last Fiscal Year ($)		Aggregate Earnings in Last Fiscal Year ($)(2)		Aggregate Withdrawals/ Distributions ($)		Aggregate Balance at Last Fiscal Year End ($)
William A. Sanger		—		—		—		—		—
Randel G. Owen		—		—		—		—		—
Todd G. Zimmerman		—		—		—		—		—
Mark Bruning		—		—		—		—		—
Steve W. Ratton	$	12,126		—	$	1		—	$	12,127

(1)

Amounts in this column include base salary and bonus that was deferred and are also included in "Salary" and/or "Non-Equity Incentive Plan Compensation" in the Summary Compensation Table.

(2)

The aggregate earnings represent the market value change of the Deferred Compensation Plan during fiscal year 2010. Because the earnings are not preferential or above-market, they are not included in the Summary Compensation Table.

Potential Payments Upon Termination or Change-in-Control

        The information below describes and quantifies certain compensation that would have become payable to the named executive officers under plans in existence at the end of fiscal year 2010 and the executives' respective employment agreements if the named executive officers' employment had been terminated on December 31, 2010, given the named executive officer's compensation and service levels as of such date and, where applicable, based on our closing stock price on that date. These benefits are in addition to benefits available generally to salaried employees, such as distributions under our 401(k) savings plans, disability benefits and accrued vacation benefits.

        Due to the number of factors that affect the nature and amount of any benefits provided upon the events discussed below, any actual amounts paid or distributed may be different. Factors that could affect these amounts include the timing during the year of any such event, our stock price and the

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executive's age. None of the named executives were eligible to receive immediate Company retirement benefits as of December 31, 2010.

Name	Severance (Salary) ($)		Severance (Bonus) ($)(1)			Acceleration of Vesting of Time-Based Option Awards ($)(2)		Acceleration of Vesting of Performance-Based Option Awards ($)		Acceleration of Vesting of Performance-Based Restricted Stock Awards ($)(3)		Other Benefits ($)
William A. Sanger		1,951,298		—			1,355,400		—		4,522,700		67,383	(4)
Randel G. Owen		927,000		—			646,670		—		2,019,063		25,868	(4)
Todd G. Zimmerman		1,133,000		—			698,358		—		2,422,875		22,338	(4)
Mark E. Bruning(5)		824,000]		—			1,207,600]		—		1,346,020		—
Steve W. Ratton, Jr.		315,275		103,076	(6)		221,782		—		721,500		10,687	(7)

(1)

The executives are entitled to a pro rata percentage of their bonus at termination, where the numerator is the full number of months of the bonus period served and the denominator is 12. For purposes of this calculation, we have assumed that the executive was terminated at December 31, 2010 which was the end of the 2010 bonus period. This bonus payment could vary significantly in future years, as there is no minimum or maximum bonus set for the named executive officers.

(2)

These numbers represent the value of the executive's unvested options governed by time-based measures that would have automatically vested upon a change in control or upon termination without cause at December 31, 2010. The value assumes exercise of all such shares at $64.61(the closing price of our stock on the NYSE on December 31, 2010, which was the last trading day of our fiscal year) minus the value of the same number of shares multiplied by the exercise price of such shares set forth above in the table entitled "Outstanding Equity Awards at End of Fiscal Year 2010." None of these options are outstanding following the Merger other than the options that were rolled over into options to purchase Holding common stock. Such options are now fully vested.

(3)

These numbers represent the value of the executive's unvested shares of restricted stock governed by time-based measures that would have automatically vested upon a change in control or upon termination without cause at December 31, 2010. The value assumes, for all named executive officers, lapse of restrictions on all such shares at $64.61 (the closing price of our stock on the NYSE on December 31, 2010, which was the last trading day of our fiscal year).

(4)

Upon termination, the executive is entitled to medical, dental and group life insurance for a period of 24 months.

(5)

Mr. Bruning's severance (salary) would be payable only upon a termination without cause and not upon a change-in-control.

(6)

Mr. Ratton's severance (bonus) represents the amount that would have been payable as of December 31, 2010 under the M&A Plan if all of the mergers and acquisitions in 2010 would have achieved the financial milestones required for Mr. Ratton to receive the portion of his bonus payable after the first full year after closing of such transactions.

(7)

Upon termination, Mr. Ratton is entitled to medical, dental and term life insurance for a period of 12 months.

Individual Termination/Change-in-Control Arrangements.

        The following is a summary of the termination and change-in-control provisions of the employment agreements of our named executive officers during fiscal year 2010 unless specifically noted. Such provisions were not the result of a wealth accumulation analysis applied by the Company, but rather the result of negotiations with each such named executive officer. The "good reason" events for termination of employment by the executive have been modified in connection with the Merger. See "—Key Changes in Expected Compensation Following the Merger—CDRT Holding Corporation Stock Incentive Plan."

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        William A. Sanger.    If the Company terminates Mr. Sanger's employment without cause, it shall pay him his base salary of a period of 24 months following such termination and shall to provide him with a lump sum cash payment equivalent to the value of medical, dental and term life insurance for such period. Additionally, if the performance targets for that year have been met, Mr. Sanger will be entitled to a pro rata portion of his bonus, and all time-governed options owned by Mr. Sanger shall immediately vest and become exercisable. Mr. Sanger may terminate his employment under certain circumstances following a change in control of the Company. Upon such termination, Mr. Sanger will be entitled to the same severance benefits as if he had been terminated by the Company without cause. Mr. Sanger has agreed that for the term of his employment and a period of 24 months thereafter, he will not engage in certain competitive activities with respect to the Company. Mr. Sanger may also terminate his employment for any reason upon 90 days' written notice to the Company. The Company may waive such notice, in whole or in part, upon immediate payment to Mr. Sanger of his base salary for such portion of the notice period that is waived. Upon such termination, the Company may elect to pay Mr. Sanger his base salary for a period of 24 months following such termination as consideration for his agreement not to compete for that period of time. Such payment upon termination will be paid on regularly scheduled payroll dates and is not payable in a lump sum. In March 2009, the Board determined that the performance measure applicable to the options granted to Mr. Sanger in February 2005 had been met in accordance with the applicable agreements. Upon the occurrence of a liquidity event (including the Merger), all of Mr. Sanger's unvested options and restricted shares will become fully vested and exercisable. At the effective date of the Merger, all of Mr. Sanger's unvested options and restricted shares became fully vested and exercisable.

        Randel G. Owen.    Either Mr. Owen or the Company may terminate without cause by providing the other with 90 days' prior written notice. If termination is by Mr. Owen, the Company may waive such notice, in whole or in part, upon immediate payment to Mr. Owen of his base salary for such portion of the notice period that is waived. Upon such termination, the Company may elect to pay Mr. Owen his base salary for a period of 24 months following such termination as consideration for his agreement not to compete for that period of time. If Mr. Owen is terminated by the Company without cause or if he chooses to terminate in the event of a material breach by the Company which continues for more than thirty days following notice to the Company of such breach, he will be entitled to receive all salary earned up to the date of termination and his base salary of a period of 24 months following such termination and the Company shall continue to provide him with medical, dental and term life insurance for such period. Such payment upon termination will be paid on regularly scheduled payroll dates and is not payable in a lump sum. Additionally, if the performance targets for that year have been met, Mr. Owen will be entitled to a pro rata portion of his bonus. If Mr. Owen elects to terminate his employment following a change in control of the Company he will be entitled to the severance payments, medical, dental and term life insurance benefits described above. In March 2009, the Board determined that the performance measure applicable to the options granted in February 2005 had been met in accordance with the applicable agreements. Upon the occurrence of a liquidity event (including the Merger), all of Mr. Owen's unvested options and restricted shares will become fully vested and exercisable. At the effective date of the Merger, all of Mr. Owen's unvested options and restricted shares became fully vested and exercisable.

        Todd G. Zimmerman.    The Company or Mr. Zimmerman may terminate may terminate his employment without cause by providing the other with 90 days' prior written notice. If termination is by Mr. Zimmerman, the Company may waive such notice, in whole or in part, upon immediate payment to Mr. Zimmerman of his base salary for such portion of the notice period that is waived. Upon such termination, the Company may elect to pay Mr. Zimmerman his base salary for a period of 24 months following such termination as consideration for his agreement not to compete for that period of time. If Mr. Zimmerman is terminated by the Company without cause or if he chooses to terminate in the event of a material breach by the Company which continues for more than thirty days following notice to the Company of such breach, he will be entitled to receive all salary earned up to the date of

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termination and his base salary of a period of 24 months following such termination and the Company shall continue to provide him with medical, dental and term life insurance for such period. Such payment upon termination will be paid on regularly scheduled payroll dates and is not payable in a lump sum. Additionally, if the performance targets for that year have been met, Mr. Zimmerman will be entitled to a pro rata portion of his bonus. If Mr. Zimmerman elects to terminate his employment following a change in control of the Company he will be entitled to the severance payments, medical, dental and term life insurance benefits described above. If Mr. Zimmerman does not receive severance benefits upon termination of his employment with the Company, his obligation not to engage in certain competitive activities shall only be for 12 months following termination. In March 2009, the Board determined that the performance measure applicable to the options granted in February 2005 had been met in accordance with the applicable agreements. Upon the occurrence of a liquidity event (including the Merger), all of Mr. Zimmerman's unvested options and restricted shares will become fully vested and exercisable. At the effective date of the Merger, all of Mr. Zimmerman's unvested options and restricted shares became fully vested and exercisable.

        Mark E. Bruning.    The Company or Mr. Bruning may terminate his employment without cause by providing the other with 90 days' prior written notice. If Mr. Bruning is terminated by the Company without cause, he will be entitled to receive all salary earned up to the date of termination and his base salary of a period of 24 months following such termination. Such payment upon termination will be paid on regularly scheduled payroll dates and is not payable in a lump sum. Mr. Bruning's employment agreement does not confer any rights or benefits upon a change of control. Pursuant to Mr. Bruning's equity agreements, however, at the effective date of the Merger, all of Mr. Bruning's unvested options and restricted stock became fully vested and exercisable.

        Steve W. Ratton, Jr.    The Company or Mr. Ratton may terminate his employment without cause by providing the other with 90 days' prior written notice. If the Company terminates Mr. Ratton without cause, or if Mr. Ratton elects to terminate his employment for good reason following a change in control of the Company, he will be entitled to receive all salary earned to the date of termination and his base salary for a period of 12 months following such termination, and the Company is required to continue to provide him with medical, dental and term life insurance for the 12-month period. The salary continuation is payable on regularly scheduled payroll dates. Mr. Ratton's employment agreement contains non-competition and non-solicitation provisions pursuant to which he agrees not to compete with the Company, or solicit or recruit our employees, for the 24-month period following termination of his employment. At the effective date of the Merger, all of Mr. Ratton's unvested options and restricted shares became fully vested and exercisable.

Director Compensation for Fiscal Year 2010

        In 2010, we provided the following compensation to members of our board of directors other than Messrs. Sanger and Le Blanc. For a description of how these and other outstanding awards were

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treated in the Merger. See "—Treatment of Outstanding Options, Restricted Shares and RSUs in the Merger."

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)(1)		Total ($)
Kevin E. Benson		58,500		133,000		191,500
Steven B. Epstein		58,500		133,000		191,500
Paul B. Iannini, M.D.		58,500		133,000		191,500
James T. Kelly		58,500		133,000		191,500
Leonard M. Riggs, Jr., M.D.		33,500		82,948		116,448
Michael L. Smith		62,500		133,000		195,500

(1)

Each non-employee director then serving on the Board received a grant on May 18, 2010 of RSUs with a grant date fair value of $133,000 (2,325 shares). These shares vested upon closing of the Merger. In the event the Merger was not consummated, such shares would have vested on the date of the 2011 annual meeting of the Board immediately prior to the election of directors, as each director attended at least 75% of board and committee meetings held in 2010. Dr. Riggs was elected to the Board on July 30, 2010, and received a pro-rated RSU grant in the amount of 1,854 shares upon his election. The table shows the expense that will be recognized by the Company for the RSUs for each director's stock award. As of December 31, 2010, each of Messrs. Epstein, Kelly and Smith and Dr. Iannini had 20,193 RSUs outstanding, Mr. Benson had 7,717 RSUs outstanding and Dr. Riggs had 1,854 RSU outstanding.

Director Compensation Following the Merger

        The members of our board of directors are Messrs. Schnall, Giuriceo, Williams, Smith, Owen and Sanger, Ms. Burt and Dr. Riggs. Mr. Williams is paid an annual fee of $500,000, payable in quarterly installments, for his services as the non-executive Chairman of the board of directors of Holding and EMSC. In addition, in September 2011, Mr. Williams received a grant of options to purchase shares of Holding common stock under the Holding Stock Incentive Plan. These options will vest in five equal installments, with the first installment vesting on December 31, 2011 and the remaining installments vesting on December 31st of the four subsequent calendar years, subject to the continued provision of services by Mr. Williams to Holding. Mr. Williams also has an investment in the CD&R Advisor Co-Investor fund.

        Ms. Burt is paid an annual fee of $150,000 for her service as a member of our board of directors. Dr. Riggs is paid an annual fee of $150,000 for his service as a member of our board of directors plus an additional $10,000 per year for acting as the Chairman of our Compliance Committee. Mr. Smith is paid an annual fee of $150,000 for his service as a member of our board of directors plus an additional $10,000 per year for acting as the Chairman of our Audit Committee.

        In addition, each of Mr. Smith, Ms. Burt and Dr. Riggs are expected to be given the opportunity to purchase up to $250,000 of shares of Holding common stock, and will also be given the opportunity to receive their director fees as restricted stock units covering shares of Holding common stock.

        In addition, EMSC will reimburse Ms. Burt, Dr. Riggs and Mr. Smith for first-class air travel expenses or $3,500 per hour for private aircraft expenses incurred in connection with travel to EMSC board meetings. Reimbursement for private aircraft expenses will be capped at $75,000 per year per director.

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        We do not pay any additional remuneration to any of our other directors who are either our officers or principals or employees of CD&R. However, all such directors are reimbursed for reasonable travel and lodging expenses incurred to attend meetings of our board of directors or a committee thereof.

        We entered into indemnification agreements with each of our directors. Under those agreements, we agreed to indemnify each of these individuals against claims arising out of events or occurrences related to that individual's service as our agent or the agent of any of our subsidiaries to the fullest extent legally permitted.

Treatment of Outstanding Options, Restricted Shares and RSUs in the Merger

Treatment of Restricted Shares

        Upon completion of the Merger, each restricted share became fully vested and was cancelled and extinguished with the holder thereof entitled to receive $64.00 for each such restricted share.

Treatment of RSUs

        Upon completion of the Merger, each RSU became fully vested and was cancelled and extinguished with the holder thereof entitled to receive $64 for each share of Company common stock subject to such RSU.

Treatment of Options

        Upon completion of the Merger, the named executive officers and other key employees had the following options with respect to the treatment of their options to purchase shares of Company common stock: each option was either (1) cancelled, with the holder thereof entitled to receive a cash payment of the excess of $64.00 over the exercise price per share subject to the option or (2) converted into a fully vested and exercisable option to purchase shares of Holding common stock on the same terms and conditions as were then applicable under such option and such other terms and conditions as may be mutually agreed by the holder of the option and Holding. The named executive officers collectively converted 478,438 options to purchase shares of Company common stock into options to purchase shares of Holding common stock, all of which are fully vested and exercisable. Holding also granted matching options for each option rolled over by an executive or other key employee, as well as standalone options which were based on an employee's position within the Company.

        The following table sets forth information concerning the value of options that were rolled over by the named executive officers and the value of matching options or standalone options that were granted in connection with the Merger:

Name	Value of Options Rolled Over ($)(1)		Value of Matching Options ($)(1)		Value of Position Options ($)(1)		Total Option Value at Merger Closing ($)
William A. Sanger		11,999,980.89		35,999,942.67		0		47,999,923.56
Randel G. Owen		4,999,951.92		11,249,891.82		300,000.00		16,549,842.74
Todd G. Zimmerman		2,499,996.51		5,624,992.15		300,000.00		8,424,988.66
Mark E. Bruning		1,180,531.25		2,656,195.31		300,000.00		4,136,726.56
Steve W. Ratton, Jr.		599,993.20		899,989.80		150,000.00		1,649,983.00

(1)

Represents aggregate fair value as of the date of the Merger, using the per share price paid by the CD&R Affiliates as fair market value.

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Key Changes in Compensation Following the Merger

        The following summarizes certain key changes to compensation that we provided to each of our named executive officers after the Merger.

Employment Agreements

        The employment agreements of Messrs. Sanger, Owen and Bruning were amended concurrently with the Merger. Mr. Sanger's employment agreement was amended to provide him with 25 hours of personal travel on a corporate aircraft, with the Company bearing the full cost of such personal travel. Mr. Owen's employment agreement was amended to increase his base salary to $505,000. Mr. Bruning's employment agreement was amended to increase his base salary to $515,000 and his automobile allowance to $1,200 per month. In addition, the "good reason" events for termination of employment by the executive was modified as described in "—CDRT Holding Corporation Stock Incentive Plan."

CDRT Holding Corporation Stock Incentive Plan

        On May 23, 2011, the Board of Directors of Holding adopted the CDRT Holding Corporation Stock Incentive Plan (the "Holding Stock Incentive Plan"), which provides for stock purchases, and grants of other equity awards including stock options, restricted stock, and restricted stock units, to officers and other key employees of Holding and its subsidiaries. There were 1,129,901 options granted in connection with the Merger as a result of options rolled over by executives and other key employees and other options granted to the executives and other key employees. Mr. Sanger holds 825,832 options, Mr. Owen holds 291,442 options, Mr. Zimmerman holds 139,190 options, Mr. Bruning holds 90,566 options, and Mr. Ratton holds 29,551 options. The options that were rolled over by the named executive officers are vested and fully exercisable. The new options that were granted vest in five equal installments, with the first installment vesting on December 31, 2011 and the remaining installments vesting on December 31st of the four subsequent calendar years, subject to the continued employment of the employees holding such options.

        Under the Holding Stock Incentive Plan, an executive's unvested stock options are canceled upon the termination of his or her employment, except for terminations due to death or disability. Upon death or disability, unvested stock options vest and remain exercisable for the period specified below. In the case of a termination for "cause" (as defined in the Holding Stock Incentive Plan), the executive's unvested and vested stock options (other than options the executive rolled over as part of the Merger) are canceled as of the effective date of the termination. Following a termination of the executive's employment other than for "cause," vested options (other than options the executive rolled over as part of the Merger) are canceled unless the executive exercises them within 90 days (180 days if the termination was due to death, disability, or retirement) or, if sooner, prior to the options' normal termination date.

        If Holding experiences a "change in control" (as defined in the Holding Stock Incentive Plan), options will generally accelerate and be canceled in exchange for a cash payment equal to the change in control price per share minus the exercise price of the applicable option, unless the Board of Directors of Holding elects to allow alternative awards lieu of acceleration and payment.

        The definition of "Good Reason" set out in the Holding Stock Incentive Plan replaces the equivalent definition in the named executive officers' employment agreements pursuant to an employee stock option agreement that we entered into with the executives. Under the Holding Stock Incentive Plan, the definition of "Good Reason" means any of the following:

        (a)   a material diminution of the executive's annual base salary from the annual base salary in effect at the Effective Date (as defined in the Holding Stock Incentive Plan);

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        (b)   a material diminution in the executive's title, authority, duties or responsibilities from those as in effect immediately following the Effective Date (and after giving effect to the fact that the Company is no longer a public company), except that the following shall not constitute Good Reason: (i) the appointment of a Chairman or Executive Chairman of the Board; and (ii) changes in lines of reporting into the executive's position adopted in good faith as part of a bona fide restructuring of the businesses of Holding and its subsidiaries;

        (c)   the relocation of the executive's principal place of business to a location more than seventy-five miles from the location as in effect at the Effective Date; or

        (d)   a material breach by Holding or any of its affiliates of any written agreement between the executive, on the one hand, and Holding or any of its affiliates on the other hand.

        Prior to terminating employment for Good Reason, an executive must provide the Company with notice of the occurrence of a "Good Reason event" and the Company shall have 15 days to cure such conduct which is alleged to be a Good Reason for termination.

2011 Management Equity Offering

        Our named executive officers and other key employees were given the opportunity to invest in Holding by purchasing shares of Holding common stock at a price of $64 per share, the current fair market value of Holding's common stock (the "Management Offering"). In addition, Holding granted matching options at an exercise price of $64 per share for each share of Holding common stock purchased by an executive or key employee in the offering. The Management Offering closed in September 2011.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        Holding owns, through Parent, 100% of the common stock of the Company. The CD&R Affiliates own 96.4% of outstanding shares of Holding common stock, and EMSC management owns the remaining 3.6% of outstanding shares of Holding common stock through the Management Rollover Investment and giving effect to the shares of Holding common stock to be issued pursuant to the Management Offering.

        The following table sets forth information as of September 23, 2011 with respect to the ownership of Holding common stock by:

•

each person known to own beneficially more than five percent of Holding common stock,

•

each of our directors,

•

each of the executive officers named in the Summary Compensation Table appearing under "Executive Compensation", and

•

all of our executive officers and directors as a group.

        The amounts and percentages of shares beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under SEC rules, a person is deemed to be a "beneficial owner" of a security if that person has or shares voting power or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Securities that can be so acquired are deemed to be outstanding for purposes of computing such person's ownership percentage, but not for purposes of computing any other person's percentage. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest.

        Except as otherwise indicated in the footnotes to the table, each of the beneficial owners listed has, to our knowledge, sole voting and investment power with respect to the indicated shares of common stock.

Name of beneficial owner	Number of shares beneficially owned		Percent of class (%)
CD&R Affiliates(1)(6)		13,860,168		96.4
William A. Sanger(2)(3)(4)		263,333		1.8
Randel G. Owen(2)(3)(4)		110,974		*
Todd G. Zimmerman(2)(4)		46,611		*
Mark E. Bruning(2)(4)		44,375		*
Steve Ratton, Jr.(2)(4)		13,145		*
Richard J. Schnall(3)(5)(6)		—		*
Kenneth A. Giuriceo(3)(5)(6)		—		*
Ronald A. Williams(3)(5)(6)		—		*
Carol J. Burt(2)(3)(4)		—		*
Leonard Riggs, Jr., M.D.(2)(3)(4)		—		*
Michael L. Smith(2)(3)(4)		—		*
All executive officers and directors, as a group (16 persons)(1)(7)		516,725		3.6

*

Less than one percent.

(1)

Represents shares of Holding common stock held by the CD&R Affiliates as follows: (i) 7,031,250 shares of Holding common stock held by Clayton, Dubilier & Rice Fund

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VIII, L.P.; (ii) 6,793, 319 shares of Holding common stock held by CD&R EMS Co-Investor, L.P.; (iii) 26,536 shares of Holding common stock held by CD&R Advisor Fund VIII Co-Investor, L.P.; and (iv) 9,063 shares of Holding common stock held by CD&R Friends and Family Fund VIII, L.P. CD&R Associates VIII, Ltd., as the general partner of each of the CD&R Affiliates, CD&R Associates VIII, L.P., as the sole stockholder of CD&R Associates VIII, Ltd., and CD&R Investment Associates VIII, Ltd., as the general partner of CD&R Associates VIII, L.P., may each be deemed to beneficially own the shares of Holding common stock held by the CD&R Affiliates. CD&R Investment Associates VIII, Ltd. is managed by a three-person board of directors, and all board action relating to the voting or disposition of these shares requires approval of a majority of the board. Joseph L. Rice, III, Donald J. Gogel and Kevin J. Conway, as the directors of CD&R Investment Associates VIII, Ltd., may be deemed to share beneficial ownership of the shares of Holding common stock shown as beneficially owned by the CD&R Affiliates. Such persons disclaim such beneficial ownership. Each of CD&R Associates VIII, Ltd., CD&R Associates VIII, L.P. and CD&R Investment Associates VIII, Ltd. disclaims beneficial ownership of the shares of Holding common stock held by the CD&R Affiliates.

(2)

The business address for these persons is c/o Emergency Medical Services Corporation, 6200 S. Syracuse Way, Suite 200, Greenwood Village, CO 80111.

(3)

Member of EMSC's board of directors.

(4)

Named executive officers. Represents options to purchase shares of Holding common stock which are currently exercisable or which will become exercisable within sixty days.

(5)

Does not include 13,860,168 shares of Holding common stock held by the CD&R Affiliates. Messrs. Schnall, Giuriceo and Williams are directors of EMSC, Messrs. Schnall and Giuriceo are financial partners of CD&R and Mr. Williams is an operating advisor to CD&R Fund VIII. They each disclaim beneficial ownership of the shares of Holding common stock held by the CD&R Affiliates.

(6)

The business address for these persons is c/o Clayton, Dubilier & Rice, LLC, 375 Park Avenue, 18th Floor, New York, New York 10152.

(7)

Includes 3,845 shares of Holding common stock to be issued pursuant to the closing of the Management Offering and 512,880 options to purchase shares of Holding common stock which are currently exercisable or which will become exercisable within sixty days.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Post-Merger Relationships and Related Party Transactions

Consulting Agreement

        Upon the closing of the Merger, Holding and EMSC entered into a consulting agreement (the "Consulting Agreement") with CD&R, pursuant to which CD&R provides Holding and its subsidiaries with financial, investment banking, management, advisory and other services. Under the Consulting Agreement, Holding, or one or more of its subsidiaries, will pay CD&R an annual fee of $4.5 million for such services, plus expenses. Also, Holding, or one or more of its subsidiaries, will pay to CD&R a fee equal to 1.0% of the transaction value of certain types of transactions completed by Holding or one or more of its subsidiaries, plus expenses, or such lesser amount as CD&R and Holding may agree. In addition, CD&R received a fee of $40 million, plus expenses, for certain financial, investment banking, management advisory and other services for Holding performed by CD&R prior to the closing of the Merger.

Indemnification Agreements

        Upon the closing of the Merger, Holding and EMSC entered into separate indemnification agreements with (i) CD&R and the CD&R Affiliates (the "CD&R Entities") and (ii) the directors of Holding and EMSC.

        Under the indemnification agreement with the CD&R Entities, Holding and EMSC, subject to certain limitations, jointly and severally agreed to indemnify the CD&R Entities and certain of their affiliates against certain liabilities arising out of performance of the Consulting Agreement and certain other claims and liabilities. Under the indemnification agreements with their directors, Holding and EMSC, subject to certain limitations, jointly and severally agreed to indemnify their directors against certain liabilities arising out of service as a director of Holding and its subsidiaries.

        Our executive employment agreements include indemnification provisions. Under those agreements, we agree to indemnify each of these individuals against claims arising out of events or occurrences related to that individual's service as our agent or the agent of any of our subsidiaries to the fullest extent legally permitted. In January 2011, we entered into new indemnification agreements with each of our directors prior to the Merger and all of our named executive officers, with the exception of Mr. Ratton, and certain other key management employees.

Transactions with CD&R Affiliates

        We utilize the services of companies that are affiliated with CD&R from time to time in the ordinary course of business. We currently are party to one agreement with a CD&R affiliate that exceeds $120,000, as described below.

        On November 25, 2008, we entered into a corporate account agreement ("Corporate Account Agreement") with The Hertz Corporation ("Hertz"), pursuant to which we have agreed to spend a minimum total amount of $460,000 per year for the rental of cars from Hertz and its subsidiaries and licensees. Hertz agreed to provide corporate rates or discounts to us and our employees on such rentals, subject to certain limitations. The agreement had an initial one-year term, and renews automatically until terminated by either party. Investment funds associated with CD&R beneficially own more than 10% of Hertz Global Holdings, the top-level holding company of Hertz, and three of the directors of Hertz Global Holdings are executives of CD&R.

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Pre-Merger Relationships and Related Party Transactions

Management Fee Agreement with Onex Partners Manager LP

        We were party to a management agreement dated February 10, 2005 with Onex Partners Manager LP, or Onex Manager, a wholly-owned subsidiary of Onex Corporation. In exchange for an annual management fee of $1.0 million, Onex Manager provided us with consulting and management advisory services for corporate finance and strategic planning and such other management areas to which the parties agreed. We also reimbursed Onex Manager for out-of-pocket expenses incurred in connection with the provision of services pursuant to the agreement, and we reimbursed Onex Manager for out-of-pocket expenses incurred in connection with our acquisition of AMR and EmCare. Pursuant to this management agreement, we paid Onex Manager $1.0 million in each of the years ended December 31, 2008, 2009 and 2010. Upon the consummation of the Merger, this management agreement was terminated.

Relationship with Law Firm

        Steven B. Epstein, who was one of our directors and was a member of certain committees prior to the consummation of the Merger, including the compliance committee of the board of directors, is a founding member and the senior healthcare law partner in the Washington, D.C. firm of Epstein, Becker & Green, P.C., or EBG. EBG provided healthcare-related legal services to Onex in connection with its acquisition of AMR and EmCare. Furthermore, as part of its legal services, EBG had been retained to provide legal representation to the Company on various matters, including in connection with a previously disclosed United States Department of Justice subpoena relating to the operations of certain AMR affiliates in New York. We paid EBG $1,364,778, $1,933,201 and $1,817,456 for legal services rendered in each of 2008, 2009 and 2010, respectively.

Transaction with Onex-Controlled Entity

        The Company's subsidiary, AMR, on behalf of itself and certain of its subsidiaries, entered into an agreement in 2006 with Skilled Healthcare LLC, or Skilled, an operator of 79 skilled nursing facilities and 22 assisted living facility business affiliates in six states. Pursuant to this agreement, AMR became a preferred provider of medical transportation services for Skilled. AMR had total gross revenue of approximately $1,280,000 under this agreement. The agreement had an initial three-year term, and renews automatically until terminated. Affiliates of Onex Corporation, which owned more than a majority of our equity, owned more than a majority of the equity of Skilled Healthcare Group, Inc., or Skilled Healthcare Group, Skilled's parent company. Robert Le Blanc, a director of the Company prior to the Merger, is also a director of Skilled Healthcare Group, and Mr. Le Blanc and certain other directors of our Company own equity interests in Skilled Healthcare Group; our directors own, in the aggregate, less than 1% of the equity of Skilled Healthcare Group.

Other

        On February 10, 2005, we entered into an investor equityholders agreement with certain of our former equityholders, including each of the named executive officers, which was subsequently amended. All remaining provisions of the investor equityholders agreement terminated on December 21, 2010, the fifth anniversary of the Company's initial public offering.

        Matthew Sanger, the son of the Company's President and CEO, William A. Sanger, was formerly an employee of the Company's Mergers & Acquisitions Department. In the year ended December 31, 2010, Matthew Sanger earned a combined base salary and bonus of approximately $144,000.

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DESCRIPTION OF OTHER INDEBTEDNESS

        The principal terms of the ABL Facility and the Term Loan Facility are as summarized below.

ABL Facility

        In connection with the Transactions, we entered into a credit agreement (the "ABL Credit Agreement") for a new asset-based loan facility with Deutsche Bank AG New York Branch, as administrative agent and collateral agent, and the other financial institutions and lenders from time to time party thereto (as described below, the "ABL Facility").

General

        We are the borrower (the "Borrower") under the ABL Facility. The ABL Facility provides for an asset-based revolving credit facility in the amount of up to $350 million, subject to borrowing base availability, and includes letter of credit and swingline sub-facilities. Amounts are available under the ABL Facility in U.S. dollars. In addition, subject to certain terms and conditions, the Borrower is entitled to request additional revolving credit commitments or term loans under the ABL Facility, which share in the borrowing base up to an amount such that the aggregate amount of ABL commitments does not exceed $550 million.

        The final maturity date of the ABL Facility is May 25, 2016. In addition, however, the ABL Credit Agreement provides the right for individual lenders to extend the maturity date of their commitments and loans upon the request of the Borrower and without the consent of any other lender.

        The "borrowing base" is defined in the ABL Credit Agreement as, at any time, the sum of (i) 85% of the eligible accounts receivable of the Borrower (the "A/R Amount"); plus (ii) the lesser of (x) 50% of the lower of cost and fair market value of the eligible inventory of the Borrower and (y) 5% of the A/R Amount; plus (iii) the lesser of (x) accounts receivable of the Borrower aged 180-360 days that are otherwise eligible accounts receivable and (y) 5% of the A/R Amount; minus (iv) such availability reserves as the administrative agent, in its permitted discretion, deems appropriate at such time; minus (v) the outstanding principal amount of any future term loans (if any) incurred pursuant to the ABL Credit Agreement.

        The borrowing base availability under the ABL Facility was $356 million as of June 30, 2011, and after giving effect to $47 million of letters of credit issued under the ABL Facility as of June 30, 2011, we had available borrowing capacity under the ABL Facility of $303 million as of June 30, 2011.

Interest Rates and Fees

        The revolving credit loans under the ABL Credit Agreement bear interest at the Borrower's election at a rate equal to (i) the rate for deposits in U.S. dollars in the London interbank market (adjusted for maximum reserves) for the applicable interest period ("ABL LIBOR rate"), plus an applicable margin that ranges from 2.25% to 2.75% based on the average available loan commitments, or (ii) the base rate, which is the highest of (x) the corporate base rate established by the administrative agent from time to time, (y) the overnight federal funds rate plus 0.5% and (z) the one-month ABL LIBOR rate plus 1.0% per annum, plus, in each case, an applicable margin that ranges from 1.25% to 1.75% based on the average available loan commitments.

        The ABL Facility bears a commitment fee that ranges from 0.500% to 0.375%, payable quarterly in arrears, based on the utilization of the ABL Facility. The ABL Facility also bears customary letter of credit fees.

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Prepayments

        If, at any time, the aggregate amount of outstanding revolving credit loans (including letters of credit outstanding and swingline borrowings thereunder) exceeds (a) the lesser of (x) the then applicable borrowing base and (y) the then total effective commitments under the ABL Facility, prepayments of the revolving credit loans (and after giving effect to such prepayment the cash collateralization of letters of credit) will be required in an amount equal to such excess. The application of proceeds from mandatory prepayments shall not reduce the aggregate amount of loan commitments under the ABL Facility and amounts prepaid may be reborrowed, subject to then effective commitments under the ABL Facility.

        After the occurrence and the continuance of a Dominion Event (which is defined in the ABL Credit Agreement as (a) specified availability being less than the greater of (A) $40 million (less an amount equal to the gross proceeds of significant asset sales, but in no case less than $35 million) and (B) 12.5% of the lesser of (x) the then applicable borrowing base and (y) the then total effective commitments under the ABL Facility, or (b) upon the occurrence of one or more specified events of default (in the case of each of clause (a) and (b)) for a period of five consecutive business days) to the date specified availability shall have been in excess of such thresholds in the definition of Dominion Event and no specified event of default has existed or been continuing for 21 consecutive calendar days, all amounts deposited in the core concentration account controlled by the administrative agent will be applied on a daily basis to the outstanding loan balances under the ABL Facility and certain other secured obligations then due and owing.

        Voluntary reductions of the unutilized portion of the ABL commitments and, prepayments of borrowings under the ABL Facility are permitted at any time, subject to minimum principal amount requirements, without premium or penalty, subject to reimbursement of the lenders' redeployment costs actually incurred in the case of a prepayment of adjusted LIBOR borrowings other than on the last day of the relevant interest period.

Guarantee; Security

        All obligations under the ABL Facility are guaranteed by Parent and each direct and indirect wholly owned material U.S. restricted subsidiary of the Borrower, other than certain excluded subsidiaries.

        All obligations of each borrower and each guarantor are secured by the following:

•

a perfected security interest in all present and after-acquired accounts receivable, inventory, other current assets and certain service contracts supporting eligible receivables and all proceeds thereof, including cash, cash equivalents, deposit accounts, securities accounts, investment accounts, instruments, chattel paper, general intangibles (excluding, for the avoidance of doubt, trademarks, trade names and other intellectual property), letters of credit, insurance proceeds and investment property in each case arising from any such accounts receivable, inventory and other current assets and all books and records and related data processing software relating to, or arising from, any of the foregoing, subject to customary exceptions (the "ABL Priority Collateral"), which security interest is senior to the security interest in the foregoing assets securing the Term Loan Facility; and

•

a perfected security interest in the Term Loan Priority Collateral (as defined under "—Term Loan Facility" below), which security interest is junior to the security interest in the Term Loan Priority Collateral securing the Term Loan Facility.

        The ABL Facility generally does not require the security interest in deposit accounts owned by the Borrower and its subsidiaries to be perfected, except for certain collection accounts into which certain

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accounts receivable are paid, if any, and certain "concentration" accounts into which cash is swept on a regular basis once collected.

        The respective rights of the ABL Facility lenders and the Term Loan Facility lenders in the ABL Priority Collateral and the Term Loan Priority Collateral are governed by an intercreditor agreement entered into by the collateral agent for the ABL Facility and the collateral agent for the Term Loan Facility.

Covenants, Representations and Warranties

        The ABL Facility contains customary representations and warranties and customary affirmative and negative covenants. The negative covenants are limited to the following: limitations on indebtedness, dividends and distributions, investments, acquisitions, prepayments or redemptions of junior indebtedness, amendments of junior indebtedness, transactions with affiliates, asset sales, mergers, consolidations and sales of all or substantially all assets, liens, negative pledge clauses, changes in fiscal periods, changes in line of business and hedging transactions. The negative covenants are subject to the customary exceptions and also permit the payment of dividends and distributions, investments, permitted acquisitions and payments or redemptions of junior indebtedness upon satisfaction of a "payment condition." The payment condition is deemed satisfied upon 30-day average excess availability exceeding agreed upon thresholds and, in certain cases, the absence of specified events of default and pro forma compliance with a fixed charge coverage ratio of 1.0 to 1.0.

        There are no financial covenants included in the ABL Credit Agreement, other than a springing minimum fixed charge coverage ratio of at least 1.0 to 1.0, which is tested only when specified availability is less than the greater of (A) $40 million (less an amount equal to the gross proceeds of significant asset sales (if any), but in no case less than $35 million) and (B) 12.5% of the lesser of (x) the then applicable borrowing base and (y) the then total effective commitments under the ABL Facility, and continuing until such time as specified availability has been in excess of such threshold for a period of 30 consecutive days.

Events of Default

        Events of default under the ABL Credit Agreement are limited to nonpayment of principal when due, nonpayment of interest, fees or other amounts, inaccuracy of representations or warranties in any material respect, violation of other covenants, cross-default to other material debt, certain bankruptcy or insolvency events, certain ERISA events, certain material judgments, actual or asserted invalidity of material guarantees and certain other loan documents or security interests and a change of control, in each case subject to customary notice and grace period provisions.

        A copy of the ABL Credit Facility has been filed as an exhibit to our Current Report on Form 8-K filed on June 1, 2011 and is incorporated by reference as an exhibit to the registration statement. The foregoing description of the ABL Credit Facility does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement.

Term Loan Facility

        In connection with the Transactions, we entered into a credit agreement (the "Term Loan Credit Agreement") for a new senior secured term loan facility with Deutsche Bank AG New York Branch, as administrative agent and collateral agent, and the other financial institutions and lenders from time to time party thereto (as described below, the "Term Loan Facility").

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General

        We are the Borrower under the Term Loan Facility. The Term Loan Facility consists of a senior secured term loan credit facility in the amount of up to $1,440 million. The final maturity date of the Term Loan Facility is May 25, 2018. In addition, however, the Term Loan Credit Agreement provides the right for individual lenders to extend the maturity date of their loans upon the request of the Borrower and without the consent of any other lender.

        Subject to specified conditions, without the consent of the then existing lenders (but subject to the receipt of commitments), the Term Loan Facility may be expanded (or a new term loan facility or revolving credit facility added) by up to (i) $250 million plus (ii) an additional amount as will not cause the net first lien leverage ratio after giving effect to the incurrence of such additional amount to exceed 4.0:1.0 (calculated by treating any junior lien or unsecured debt incurred in reliance on this clause (ii) as if it were secured on a first lien basis).

Interest Rates and Fees

        The loans under the Term Loan Credit Agreement bear interest at EMSC's election at a rate equal to (i) the highest of (x) the rate for deposits in U.S. dollars in the London interbank market (adjusted for maximum reserves) for the applicable interest period ("Term Loan LIBOR rate") and (y) 1.50%, plus, in each case, 3.75%, or (ii) the base rate, which will be the highest of (w) the corporate base rate established by the administrative agent from time to time, (x) 0.50% in excess of the overnight federal funds rate, (y) the one-month Term Loan LIBOR rate (adjusted for maximum reserves) plus 1.00% per annum and (x) 2.50%, plus, in each case, 2.75%.

Prepayments

        The Term Loan Facility is subject to mandatory prepayment and reduction in an amount equal to (a) commencing with the fiscal year of the Borrower ending on or about December 31, 2012, 50% of excess cash flow (as defined in the Term Loan Credit Agreement), with a reduction to zero based upon achievement of a consolidated net leverage ratio of less than 5.75:1.00, (b) 100% of the net cash proceeds received from the incurrence of indebtedness by the Borrower or any of its subsidiaries (other than indebtedness permitted under the Term Loan Facility), and (c) 100% of the net cash proceeds of all non-ordinary course asset sales or other dispositions of property by the Borrower and its restricted subsidiaries (including insurance and condemnation proceeds) in excess of a certain amount and subject to the right of the Borrower to reinvest such proceeds within a specified period of time, and certain other exceptions.

        Voluntary prepayments of borrowings under the Term Loan Facility are permitted at any time, in minimum principal amounts, without premium or penalty, subject to (a) reimbursement of the lenders' redeployment costs actually incurred in the case of a prepayment of adjusted LIBOR borrowings other than on the last day of the relevant interest period and (b) a 1.00% premium payable in connection with certain refinancings within the first year.

Guarantee; Security

        All obligations under the Term Loan Facility are guaranteed by each direct and indirect wholly owned material U.S. restricted subsidiary of the Borrower.

        All obligations of the Borrower and each guarantor are secured by the following:

•

a perfected security interest in substantially all tangible and intangible assets (other than ABL Priority Collateral) of the Borrower and each guarantor, including the capital stock of the Borrower and the capital stock of each U.S. subsidiary of each borrower and each guarantor, and 65% of each series of capital stock of any non-U.S. subsidiary held directly by the Borrower

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or any guarantor, subject to customary exceptions (the "Term Loan Priority Collateral"), which security interest is senior to the security interest in the foregoing assets securing the ABL Facility; and

•

a perfected security interest in the ABL Priority Collateral, which security interest is junior to the security interest in the ABL Priority Collateral securing the ABL Facility.

        The respective rights of the Term Loan Facility lenders and the ABL Facility lenders in the Term Loan Priority Collateral and the ABL Priority Collateral are governed by an intercreditor agreement entered into by the collateral agent for the Term Loan Facility and the collateral agent for the ABL Facility.

Covenants, Representations and Warranties

        The Term Loan Facility contains customary representations and warranties and customary affirmative and negative covenants. The negative covenants are limited to the following: limitations on the incurrence of debt, liens, fundamental changes, restrictions on subsidiary distributions, transactions with affiliates, further negative pledge, asset sales, restricted payments, investments and acquisitions, repayment of certain junior debt (including the Notes) or amendments of junior debt documents related thereto and line of business. The negative covenants are subject to the customary exceptions.

        There are no financial covenants included in the Term Loan Credit Agreement.

Events of Default

        Events of default under the Term Loan Credit Agreement are limited to nonpayment of principal when due, nonpayment of interest, fees or other amounts, inaccuracy of representations or warranties in any material respect, violation of other covenants, cross default to other material debt, certain bankruptcy or insolvency events, certain ERISA events, certain material judgments, actual or asserted invalidity of material guarantees and certain other loan documents or security interests in excess of a certain amount and a change of control, in each case subject to customary thresholds, notice and grace period provisions.

        A copy of the Term Loan Credit Agreement has been filed as an exhibit to our Current Report on Form 8-K filed on June 1, 2011 and is incorporated by reference as an exhibit to the registration statement. The foregoing description of the Term Loan Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement.

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DESCRIPTION OF NOTES

General

        EMSC will issue the New Notes under the indenture, dated as of May 25, 2011, as supplemented (the "Indenture"), among the Company, the Subsidiary Guarantors party thereto and Wilmington Trust, National Association (as successor by merger to Wilmington Trust FSB), as trustee (the "Trustee"). The terms of the New Notes will be substantially identical to the terms of the Old Notes except that the New Notes will be registered under the Securities Act and will not contain restrictions on transfer or provisions relating to additional interest, will bear a different CUSIP number from the Old Notes, and will not entitle their holders to registration rights. The New Notes will otherwise be treated as Old Notes for purposes of the Indenture.

        The Indenture and the Notes contain provisions that define your rights and govern the obligations of the Company under the Notes. Copies of the Indenture and the form of the Notes have been filed as exhibits to the 8-K filed by the Company on June 1, 2011. Copies of the Indenture and the Notes will be made available to prospective purchasers of the Notes upon request, as set forth under "Where You Can Find More Information."

        The following is a summary of certain provisions of the Indenture and the Notes. It does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all the provisions of the Indenture and the Notes, including the definitions of certain terms therein and (in the case of the Indenture) those terms to be made a part thereof by the Trust Indenture Act of 1939, as amended. The term "Company" and the other capitalized terms defined in "—Certain Definitions" below are used in this "Description of Notes" as so defined, except as otherwise provided herein. Any reference to a "Holder" or a "Noteholder" in this Description of Notes refers to the Holders of the Old Notes or the New Notes, as applicable. The Old Notes and the New Notes, are each considered collectively to be a single class for all purposes under the Indenture, including, without limitations, for purposes of waivers, amendments, redemptions and offers to purchase. In this Description of Notes, any reference to (i) "Notes" refers collectively to the Old Notes and the New Notes, unless the context otherwise requires, and (ii) a "series" of Notes refers to the Old Notes and New Notes collectively, as applicable.

Brief Description of the Notes

        The Notes are:

•

unsecured Senior Indebtedness of the Company;

•

effectively subordinated to all secured Indebtedness of the Company to the extent of the value of the assets securing such secured Indebtedness and to all Indebtedness and other liabilities (including Trade Payables) of the Company's Subsidiaries (other than Subsidiaries that are or become Subsidiary Guarantors pursuant to the provisions described below under "—Subsidiary Guarantees");

•

pari passu in right of payment with all existing and future Senior Indebtedness of the Company; and

•

senior in right of payment to all existing and future Subordinated Obligations of the Company.

Brief Description of the Subsidiary Guarantees

        The Subsidiary Guarantees of each Subsidiary Guarantor in respect of the Notes are:

•

unsecured Senior Indebtedness of such Subsidiary Guarantor;

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•

effectively subordinated to all secured Indebtedness of such Subsidiary Guarantor to the extent of the value of the assets securing such secured Indebtedness and to all Indebtedness and other liabilities (including Trade Payables) of such Subsidiary Guarantor's Subsidiaries (other than Subsidiaries that are or become Subsidiary Guarantors pursuant to the provisions described below under "—Subsidiary Guarantees");

•

pari passu in right of payment with all existing and future Senior Indebtedness of such Subsidiary Guarantor; and

•

senior in right of payment to all existing and future Guarantor Subordinated Obligations of such Subsidiary Guarantor.

Principal, Maturity and Interest

        The Notes will mature on June 1, 2019. Each Note bears interest at the applicable rate per annum shown on the front cover of this prospectus from May 25, 2011, or from the most recent date to which interest has been paid or provided for. Interest will be payable semiannually in cash to Holders of record at the close of business on May 15 or November 15 immediately preceding the interest payment date on June 1 and December 1 of each year, commencing December 1, 2011. Interest will be paid on the basis of a 360-day year consisting of twelve 30-day months.

        An aggregate principal amount of $950.0 million of Notes is currently outstanding. Additional securities may be issued under the Indenture in one or more series from time to time ("Additional Notes"), subject to the limitations set forth under "—Certain Covenants—Limitation on Indebtedness," which will vote as a class with the Notes (except as otherwise provided herein) and otherwise be treated as Notes for purposes of the Indenture. The Indenture permits the Company to designate the maturity date, interest rate and optional redemption provisions applicable to each series of Additional Notes, which may differ from the maturity date, interest rate and optional redemption provisions applicable to the Notes issued on the Issue Date. Additional Notes that differ with respect to maturity date, interest rate or optional redemption provisions from the Notes issued on the Issue Date will constitute a different series of Notes from such initial Notes. Additional Notes that have the same maturity date, interest rate and optional redemption provisions as the Notes issued on the Issue Date will be treated as the same series as such initial Notes unless otherwise designated by the Company. The Company similarly will be entitled to vary the application of certain other provisions to any series of Additional Notes.

Other Terms

        Principal of (and premium, if any) and interest on the Notes are payable, and the Notes may be exchanged or transferred, at the office or agency of the Company maintained for such purposes (which initially shall be the corporate trust office of the Trustee), except that, at the option of the Company, payment of interest may be made by wire transfer of immediately available funds to the account designated to the Company by the Person entitled thereto or by check mailed to the address of the registered holders of the Notes as such address appears in the Note Register.

        The Notes were issued in the form of global notes that were deposited upon issuance with the Trustee as custodian for The Depository Trust Company, and purchasers of Notes will not receive or be entitled to receive physical, certificated Notes (except in the very limited circumstances described herein). The Notes were issued only in fully registered form, without coupons. The Notes were issued only in minimum denominations of $2,000 (the "Minimum Denomination") and any integral multiple of $1,000 in excess thereof.

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Optional Redemption

        The Notes are redeemable, at the Company's option, at any time prior to maturity at varying redemption prices in accordance with the applicable provisions set forth below.

        The Notes are redeemable, at the Company's option, in whole or in part, at any time and from time to time on and after June 1, 2014, and prior to maturity at the applicable redemption price set forth below. Such redemption may be made upon notice mailed by first class mail to each Holder's registered address, not less than 30 nor more than 60 days prior to the date of redemption (the "Redemption Date"). The Company may provide in such notice that payment of the redemption price and the performance of the Company's obligations with respect to such redemption may be performed by another Person. Any such redemption and notice may, in the Company's discretion, be subject to the satisfaction of one or more conditions precedent, including but not limited to the occurrence of a Change of Control. The Notes are so redeemable at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest, if any, to the relevant Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on June 1 of the years set forth below:

Redemption Period	Price
2014		106.094	%
2015		104.063	%
2016		102.031	%
2017 and thereafter		100.000	%

        In addition, the Indenture provides that at any time and from time to time prior to June 1, 2014, the Company at its option may redeem Notes in an aggregate principal amount equal to up to 35.0% of the original aggregate principal amount of the Notes (including the principal amount of any Additional Notes of the same series), with funds in an equal aggregate amount (the "Redemption Amount") not exceeding the aggregate proceeds of one or more Equity Offerings (as defined below), at a redemption price (expressed as a percentage of principal amount thereof) of 108.125%, plus accrued and unpaid interest, if any, to the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that if Notes are redeemed, an aggregate principal amount of Notes equal to at least 50.0% of the original aggregate principal amount of Notes (including the principal amount of any Additional Notes of the same series) must remain outstanding immediately after each such redemption of Notes. "Equity Offering" means a sale of Capital Stock (x) that is a sale of Capital Stock of the Company (other than Disqualified Stock or sales to Subsidiaries of the Company) or (y) proceeds of which in an amount equal to or exceeding the Redemption Amount are contributed to the equity capital of the Company or any of its Restricted Subsidiaries (other than proceeds from a sale to Subsidiaries of Capital Stock of the Company). Such redemption may be made upon notice mailed by first class mail to each Holder's registered address, not less than 30 nor more than 60 days prior to the Redemption Date (but in no event more than 180 days after the completion of the related Equity Offering). The Company may provide in such notice that payment of the redemption price and performance of the Company's obligations with respect to such redemption may be performed by another Person. Any such notice may be given prior to the completion of the related Equity Offering, and any such redemption or notice may, at the Company's discretion, be subject to the satisfaction of one or more conditions precedent, including but not limited to the completion of the related Equity Offering.

        At any time prior to June 1, 2014, Notes may also be redeemed in whole or in part, at the Company's option, at a price (the "Redemption Price") equal to 100.0% of the principal amount thereof plus the Applicable Premium (as defined below) as of, and accrued but unpaid interest, if any, to, the Redemption Date (subject to the right of Holders of record on the relevant record date to

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receive interest due on the relevant interest payment date). Such redemption may be made upon notice mailed by first class mail to each Holder's registered address, not less than 30 nor more than 60 days prior to the Redemption Date. The Company may provide in such notice that payment of the Redemption Price and performance of the Company's obligations with respect to such redemption may be performed by another Person. Any such redemption or notice may, at the Company's discretion, be subject to the satisfaction of one or more conditions precedent, including but not limited to the occurrence of a Change of Control.

        "Applicable Premium" means, with respect to a Note at any Redemption Date, the greater of (i) 1.0% of the principal amount of such Note and (ii) the excess of (A) the present value at such Redemption Date of (1) the redemption price of such Note on June 1, 2014 (such redemption price being that described in the second paragraph of this "—Optional Redemption" section) plus (2) all required remaining scheduled interest payments due on such Note through such date (excluding accrued and unpaid interest to the Redemption Date), computed using a discount rate equal to the Treasury Rate plus 50 basis points, over (B) the principal amount of such Note on such Redemption Date, as calculated by the Company or on behalf of the Company by such Person as the Company shall designate; provided that such calculation shall not be a duty or obligation of the Trustee.

        "Treasury Rate" means, with respect to a Redemption Date, the yield to maturity at the time of computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15(519) that has become publicly available at least two Business Days prior to such Redemption Date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such Redemption Date to June 1, 2014; provided, however, that if the period from the Redemption Date to such date is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the period from the Redemption Date to such date is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used.

Selection

        In the case of any partial redemption, selection of the Notes for redemption will be made by the Trustee on a pro rata basis, by lot or by such other method as the Trustee in its sole discretion shall deem to be fair and appropriate, in integral multiples of $1,000, although no Note of the Minimum Denomination in original principal amount or less will be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption relating to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note.

Subsidiary Guarantees

        The Company has caused each Domestic Subsidiary that guarantees payment by the Company or any Subsidiary Guarantor of any Indebtedness of the Company or such Subsidiary Guarantor under either of the Senior Credit Facilities (including by reason of being a borrower under the Senior ABL Facility on a joint and several basis with the Company) or any Capital Market Indebtedness to execute and deliver to the Trustee a supplemental indenture or other instrument pursuant to which such Domestic Subsidiary has guaranteed or will guarantee payment of the Notes, whereupon such Domestic Subsidiary became or will become a Subsidiary Guarantor for all purposes under the Indenture. In addition, the Company may cause any Subsidiary that is not a Subsidiary Guarantor so to guarantee payment of the Notes and become a Subsidiary Guarantor.

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        Each Subsidiary Guarantor, as primary obligor and not merely as surety, jointly and severally, irrevocably and fully and unconditionally Guarantees, on an unsecured senior basis, the punctual payment when due, whether at Stated Maturity, by acceleration or otherwise, of all monetary obligations of the Company under the Indenture and the Notes, whether for principal of or interest on the Notes, expenses, indemnification or otherwise (all such obligations guaranteed by such Subsidiary Guarantors being herein called the "Subsidiary Guaranteed Obligations"). Such Subsidiary Guarantor agrees to pay, in addition to the amount stated above, any and all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the Holders in enforcing any rights under its Subsidiary Guarantee.

        The obligations of each Subsidiary Guarantor are limited to the maximum amount, as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including but not limited to any Guarantee by it of any Credit Facility Indebtedness), result in the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law, or being void or unenforceable under any law relating to insolvency of debtors.

        Each such Subsidiary Guarantee is a continuing Guarantee and shall (i) remain in full force and effect until payment in full of the principal amount of all outstanding Notes (whether by payment at maturity, purchase, redemption, defeasance, retirement or other acquisition) and all other Subsidiary Guaranteed Obligations then due and owing unless earlier terminated as described below, (ii) be binding upon such Subsidiary Guarantor, and (iii) inure to the benefit of and be enforceable by the Trustee, the Holders and their permitted successors, transferees and assigns.

        Notwithstanding the preceding paragraph, any Subsidiary Guarantor will automatically and unconditionally be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect, (i) concurrently with any direct or indirect sale or disposition (by merger or otherwise) of any Subsidiary Guarantor or any interest therein in accordance with the terms of the Indenture (including the covenants described under "—Certain Covenants—Limitation on Sales of Assets and Subsidiary Stock" and "—Merger and Consolidation") by the Company or a Restricted Subsidiary, following which such Subsidiary Guarantor is no longer a Restricted Subsidiary of the Company, (ii) at any time that such Subsidiary Guarantor is released from all of its obligations under all of its Guarantees of payment by the Company and all other Subsidiary Guarantors of any Indebtedness of the Company and such other Subsidiary Guarantors under the Senior Credit Facilities and any Capital Market Indebtedness, including by reason of ceasing to be a borrower under the Senior ABL Facility on a joint and several basis with the Company and such other Subsidiary Guarantors (it being understood that a release subject to contingent reinstatement is still a release, and that if any such Guarantee is so reinstated, such Subsidiary Guarantee shall also be reinstated to the extent that such Subsidiary Guarantor would then be required to provide a Subsidiary Guarantee pursuant to the covenant described under "—Certain Covenants—Future Subsidiary Guarantors"), (iii) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all of its assets to the Company or another Subsidiary Guarantor, (iv) concurrently with any Subsidiary Guarantor becoming an Unrestricted Subsidiary, (v) during the Suspension Period, upon the merger or consolidation of any Subsidiary Guarantor with and into another Subsidiary that is not a Subsidiary Guarantor with such other Subsidiary being the surviving Person in such merger or consolidation, or upon liquidation of such Subsidiary Guarantor following the transfer of all of its assets to a subsidiary that is not a Subsidiary Guarantor (it being understood that on a Reversion Date, such Subsidiary Guarantee shall also be reinstated to the extent that such Subsidiary would then be required to provide a Subsidiary Guarantee pursuant to the covenant described under "—Certain Covenants—Future Subsidiary Guarantors"), (vi) upon legal or covenant defeasance of the Company's

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obligations, or satisfaction and discharge of the Indenture, or (vii) subject to customary contingent reinstatement provisions, upon payment in full of the aggregate principal amount of all Notes then outstanding and all other Subsidiary Guaranteed Obligations then due and owing. In addition, the Company will have the right, upon 30 days' notice to the Trustee, to cause any Subsidiary Guarantor that has not guaranteed payment by the Company or another Subsidiary Guarantor of any Indebtedness of the Company or such other Subsidiary Guarantor under the Senior Credit Facilities or any Capital Market Indebtedness to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect. Upon any such occurrence specified in this paragraph, the Trustee shall execute any documents reasonably requested by the Company in order to evidence such release, discharge and termination in respect of such Subsidiary Guarantee.

        Neither the Company nor any Subsidiary Guarantor shall be required to make a notation on the Notes to reflect any such Subsidiary Guarantee or any such release, termination or discharge.

Ranking

        The Indebtedness evidenced by the Notes (a) is unsecured Senior Indebtedness of the Company, (b) ranks pari passu in right of payment with all existing and future Senior Indebtedness of the Company and (c) is senior in right of payment to all existing and future Subordinated Obligations of the Company. The Notes are also effectively subordinated to all secured Indebtedness and other liabilities (including Trade Payables) of the Company to the extent of the value of the assets securing such Indebtedness and other liabilities (including Trade Payables), and to all Indebtedness and other liabilities (including Trade Payables) of its Subsidiaries (other than any Subsidiaries that are or become Subsidiary Guarantors pursuant to the provisions described above under "—Subsidiary Guarantees").

        The Notes are entitled to the benefits of the Subsidiary Guarantees. Each Subsidiary Guarantee in respect of Notes (a) is unsecured Senior Indebtedness of the applicable Subsidiary Guarantor, (b) ranks pari passu in right of payment with all existing and future Senior Indebtedness of such Person, and (c) is senior in right of payment to all existing and future Guarantor Subordinated Obligations of such Person. Such Subsidiary Guarantee is effectively subordinated to all secured Indebtedness and other liabilities (including Trade Payables) of such Person to the extent of the value of the assets securing such Indebtedness and other liabilities (including Trade Payables), and to all Indebtedness and other liabilities (including Trade Payables) of the Subsidiaries of such Person (other than any Subsidiaries that are or become Subsidiary Guarantors pursuant to the provisions described above under "—Subsidiary Guarantees").

Change of Control

        Upon the occurrence after the Effective Date of a Change of Control (as defined below), each Holder of Notes will have the right to require the Company to repurchase all or any part of such Notes at a purchase price in cash equal to 101.0% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that the Company shall not be obligated to repurchase Notes pursuant to this covenant in the event that it has exercised its right to redeem all of the Notes as described under "—Optional Redemption."

        The term "Change of Control" means:

          (i)  any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than one or more Permitted Holders or a Parent, becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the total voting power of the Voting Stock of the Company, provided that (x) so long as the Company is a Subsidiary of any Parent, no "person" shall be deemed to be or become a

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"beneficial owner" of more than 50.0% of the total voting power of the Voting Stock of the Company unless such "person" shall be or become a "beneficial owner" of more than 50.0% of the total voting power of the Voting Stock of such Parent and (y) any Voting Stock of which any Permitted Holder is the "beneficial owner" shall not in any case be included in any Voting Stock of which any such "person" is the "beneficial owner";

         (ii)  the Company merges or consolidates with or into, or sells or transfers (in one or a series of related transactions) all or substantially all of the assets of the Company and its Restricted Subsidiaries to, another Person (other than one or more Permitted Holders) and any "person" (as defined in clause (i) above), other than one or more Permitted Holders or any Parent, is or becomes the "beneficial owner" (as so defined), directly or indirectly, of more than 50.0% of the total voting power of the Voting Stock of the surviving Person in such merger or consolidation, or the transferee Person in such sale or transfer of assets, as the case may be, provided that (x) so long as such surviving or transferee Person is a Subsidiary of a parent Person, no "person" shall be deemed to be or become a "beneficial owner" of more than 50.0% of the total voting power of the Voting Stock of such surviving or transferee Person unless such "person" shall be or become a "beneficial owner" of more than 50.0% of the total voting power of the Voting Stock of such parent Person and (y) any Voting Stock of which any Permitted Holder is the "beneficial owner" shall not in any case be included in any Voting Stock of which any such "person" is the beneficial owner; or

        (iii)  during any period of two consecutive years (during which period the Company has been a party to the Indenture), individuals who at the beginning of such period were members of the board of directors of the Company (together with any new members thereof whose election by such board of directors or whose nomination for election by holders of Capital Stock of the Company was approved by one or more Permitted Holders or by a vote of a majority of the members of such board of directors then still in office who were either members thereof at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of such board of directors then in office.

        For the purpose of this definition, so long as at the time of any Minority Business Disposition or any Minority Business Offering the Minority Business Disposition Condition is met, the Minority Business Assets shall not be deemed at any time to constitute all or substantially all of the assets of the Company and its Restricted Subsidiaries, and any sale or transfer of all or any part of the Minority Business Assets (whether directly or indirectly, whether by sale or transfer of any such assets, or of any Capital Stock or other interest in any Person holding such assets, or by merger or consolidation, or any combination thereof, and whether in one or more transactions, or otherwise, including any Minority Business Offering or any Minority Business Disposition) shall not be deemed at any time to constitute a sale or transfer of all or substantially all of the assets of the Company and its Restricted Subsidiaries.

        In the event that, at the time of such Change of Control, the terms of any Credit Facility Indebtedness constituting Designated Senior Indebtedness restrict or prohibit the repurchase of the Notes pursuant to this covenant, then prior to the mailing of the notice to Holders provided for in the immediately following paragraph but in any event not later than 30 days following the date the Company obtains actual knowledge of any Change of Control (unless the Company has exercised its right to redeem all the Notes as described under "—Optional Redemption"), the Company shall, or shall cause one or more of its Subsidiaries to, (i) repay in full all such Credit Facility Indebtedness subject to such terms or offer to repay in full all such Credit Facility Indebtedness and repay the Credit Facility Indebtedness of each lender who has accepted such offer or (ii) obtain the requisite consent under the agreements governing such Credit Facility Indebtedness to permit the repurchase of the Notes as provided for in the immediately following paragraph. The Company shall first comply with the provisions of the immediately preceding sentence before it shall be required to repurchase Notes pursuant to the provisions described below. The Company's failure to comply with such provisions or

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the provisions of the immediately following paragraph shall constitute an Event of Default described in clause (iv) and not in clause (ii) under "—Defaults" below.

        Unless the Company has exercised its right to redeem all the Notes as described under "—Optional Redemption," the Company shall, not later than 30 days following the date the Company obtains actual knowledge of any Change of Control having occurred, mail a notice (a "Change of Control Offer") to each Holder with a copy to the Trustee stating: (1) that a Change of Control has occurred or may occur and that such Holder has, or upon such occurrence will have, the right to require the Company to purchase such Holder's Notes at a purchase price in cash equal to 101.0% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of Holders of record on a record date to receive interest on the relevant interest payment date); (2) the repurchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed); (3) the instructions determined by the Company, consistent with this covenant, that a Holder must follow in order to have its Notes purchased; and (4) if such notice is mailed prior to the occurrence of a Change of Control, that such offer is conditioned on the occurrence of such Change of Control. No Note will be repurchased in part if less than the Minimum Denomination in original principal amount of such Note would be left outstanding.

        The Company will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.

        The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this covenant. To the extent that the provisions of any securities laws or regulations conflict with provisions of this covenant, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this covenant by virtue thereof.

        The Company has no present plans to engage in a transaction involving a Change of Control, although it is possible that the Company could decide to do so in the future. Subject to the limitations discussed below, the Company could, in the future, enter into certain transactions, including acquisitions, refinancings or recapitalizations, that would not constitute a Change of Control under the Indenture, but that could increase the amount of Indebtedness outstanding at such time or otherwise affect the Company's capital structure or credit ratings. Restrictions on the ability of the Company to Incur additional Indebtedness are contained in the covenants described under "—Certain Covenants—Limitation on Indebtedness" and "—Certain Covenants—Limitation on Liens." Such restrictions can only be waived with the consent of the Holders of a majority in principal amount of the Notes then outstanding. Except for the limitations contained in such covenants, however, the Indenture does not contain any covenants or provisions that may afford Holders protection in the event of a highly leveraged transaction.

        The occurrence of a Change of Control would constitute a default under each Senior Credit Agreement. Agreements governing Indebtedness of the Company may contain prohibitions of certain events that would constitute a Change of Control or require such Indebtedness to be repurchased or repaid upon a Change of Control. Agreements governing Indebtedness of the Company may prohibit the Company from repurchasing the Notes upon a Change of Control unless such Indebtedness has been repurchased or repaid (or an offer made to effect such repurchase or repayment has been made and the Indebtedness of those creditors accepting such offer has been repurchased or repaid) and/or other specified requirements have been met. Moreover, the exercise by the Holders of their right to require the Company to repurchase the Notes could cause a default under such agreements, even if the

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Change of Control itself does not, due to the financial effect of such repurchase on the Company and its Subsidiaries. Finally, the Company's ability to pay cash to the Holders upon a repurchase may be limited by the Company's then existing financial resources. There can be no assurance that sufficient funds will be available when necessary to make any required repurchases. The provisions under the Indenture relating to the Company's obligation to make an offer to purchase the Notes as a result of a Change of Control may be waived or modified with the written consent of the Holders of a majority in principal amount of the Notes. As described above under "—Optional Redemption," the Company also has the right to redeem the Notes at specified prices, in whole or in part, upon a Change of Control or otherwise. See "Risk Factors—Risks Related to the Offering, the Notes and the Transactions—We may not be able to purchase the Notes upon a change of control."

        The definition of Change of Control includes a phrase relating to the sale or other transfer of "all or substantially all" of the assets of the Company and its Restricted Subsidiaries. Although there is a developing body of case law interpreting the phrase "substantially all," there is no precise definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty in ascertaining whether a particular transaction would involve a disposition of "all or substantially all" of the assets of the Company and its Restricted Subsidiaries and therefore it may be unclear as to whether a Change of Control has occurred and whether the Holders of the Notes have the right to require the Company to repurchase such Notes. As noted above, under certain circumstances the Minority Business Assets shall not at any time be deemed to constitute "all or substantially all" of the assets of the Company and its Restricted Subsidiaries.

Certain Covenants

        The Indenture contains covenants including, among others, the covenants as described below. If on any day following the Effective Date (a) the Notes have Investment Grade Ratings from both Rating Agencies, and (b) no Default has occurred and is continuing under the Indenture, then, beginning on that day subject to the provisions of the following paragraph, the covenants specifically listed under the following captions in this "Description of Notes" section of this prospectus (collectively, the "Suspended Covenants") will be suspended:

          (i)  "—Limitation on Indebtedness";

         (ii)  "—Limitation on Restricted Payments";

        (iii)  "—Limitation on Restrictions on Distributions from Restricted Subsidiaries";

        (iv)  "—Limitation on Sales of Assets and Subsidiary Stock";

         (v)  "—Limitation on Transactions with Affiliates";

        (vi)  "—Future Subsidiary Guarantors"; and

       (vii)  clause (iii) of the first paragraph of "—Merger and Consolidation."

        During any period that the foregoing covenants have been suspended, the Board of Directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries unless such designation would have complied with the covenant described under "—Limitation on Restricted Payments" as if such covenant would have been in effect during such period.

        If on any subsequent date one or both of the Rating Agencies downgrade the ratings assigned to the Notes below an Investment Grade Rating, the foregoing covenants will be reinstated as of and from the date of such rating decline (any such date, a "Reversion Date"). The period of time between the suspension of covenants as set forth above and the Reversion Date is referred to as the "Suspension Period." Upon such reinstatement, all Indebtedness Incurred during the Suspension Period will be deemed to have been Incurred under the exception provided by clause (b)(3) of "—Limitation on

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Indebtedness." With respect to Restricted Payments made after any such reinstatement, the amount of Restricted Payments will be calculated as if the covenant described under "—Limitation on Restricted Payments" had been in effect prior to, but not during, the Suspension Period. For purposes of the covenant described under "—Limitation on Sales of Assets and Subsidiary Stock," upon the occurrence of a Reversion Date the amount of Excess Proceeds not applied in accordance with such covenant will be deemed to be reset to zero.

        During the Suspension Period, any reference in the definitions of "Permitted Liens" and "Unrestricted Subsidiary" to the covenant described under "—Limitation on Indebtedness" or any provision thereof shall be construed as if such covenant were in effect during the Suspension Period.

        Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default will be deemed to have occurred as a result of any failure by the Company or any Subsidiary to comply with the Suspended Covenants during any Suspension Period (or upon termination of the Suspension Period or after that time arising out of events that occurred or actions taken during the Suspension Period) and the Company and any Subsidiary will be permitted, without causing a Default or Event of Default or breach of any kind under the Indenture, to honor, comply with or otherwise perform any contractual commitments or obligations entered into during a Suspension Period following a Reversion Date and to consummate the transactions contemplated thereby.

        There can be no assurance that the Notes will ever achieve or maintain Investment Grade Ratings.

        Limitation on Indebtedness.    The Indenture provides as follows:

        (a)   The Company will not, and will not permit any Restricted Subsidiary to, Incur any Indebtedness; provided, however, that the Company or any Restricted Subsidiary may Incur Indebtedness if on the date of the Incurrence of such Indebtedness, after giving effect to the Incurrence thereof, the Consolidated Coverage Ratio would be equal to or greater than 2.00:1.00.

        (b)   Notwithstanding the foregoing paragraph (a), the Company and its Restricted Subsidiaries may Incur the following Indebtedness:

          (i)  Indebtedness Incurred pursuant to any Credit Facility (including but not limited to in respect of letters of credit or bankers' acceptances issued or created thereunder) and Indebtedness Incurred other than under any Credit Facility, and (without limiting the foregoing), in each case, any Refinancing Indebtedness in respect thereof, in a maximum principal amount at any time outstanding not exceeding in the aggregate the amount equal to (A) $1,690.0 million, plus (B) the amount equal to the greater of (x) $350.0 million and (y) an amount equal to (1) the Borrowing Base less (2) the aggregate principal amount of Indebtedness Incurred by Special Purpose Entities that are Restricted Subsidiaries and then outstanding pursuant to clause (ix) of this paragraph (b), plus (C) in the event of any refinancing of any such Indebtedness, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing;

         (ii)  Indebtedness (A) of any Restricted Subsidiary to the Company, or (B) of the Company or any Restricted Subsidiary to any Restricted Subsidiary; provided that, in the case of this clause (ii), any subsequent issuance or transfer of any Capital Stock of such Restricted Subsidiary to which such Indebtedness is owed, or other event, that results in such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of such Indebtedness (except to the Company or a Restricted Subsidiary) will be deemed, in each case, an Incurrence of such Indebtedness by the issuer thereof not permitted by this clause (ii);

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        (iii)  Indebtedness represented by the Notes, any Indebtedness (other than the Indebtedness described in clause (ii) above) outstanding on the Effective Date and any Refinancing Indebtedness Incurred in respect of any Indebtedness described in this clause (iii) or paragraph (a) above;

        (iv)  Purchase Money Obligations, Capitalized Lease Obligations, and in each case any Refinancing Indebtedness with respect thereto, in an aggregate principal amount at any time outstanding not exceeding an amount equal to the greater of $90.0 million and 2.5% of Consolidated Total Assets;

         (v)  Indebtedness consisting of accommodation guarantees for the benefit of trade creditors of the Company or any of its Restricted Subsidiaries;

        (vi)  (A) Guarantees by the Company or any Restricted Subsidiary of Indebtedness or any other obligation or liability of the Company or any Restricted Subsidiary (other than any Indebtedness Incurred by the Company or such Restricted Subsidiary, as the case may be, in violation of the covenant described under "—Limitation on Indebtedness"), or (B) without limiting the covenant described under "—Limitation on Liens," Indebtedness of the Company or any Restricted Subsidiary arising by reason of any Lien granted by or applicable to such Person securing Indebtedness of the Company or any Restricted Subsidiary (other than any Indebtedness Incurred by the Company or such Restricted Subsidiary, as the case may be, in violation of the covenant described under "—Limitation on Indebtedness");

       (vii)  Indebtedness of the Company or any Restricted Subsidiary (A) arising from the honoring of a check, draft or similar instrument of such Person drawn against insufficient funds, provided that such Indebtedness is extinguished within five Business Days of its Incurrence, or (B) consisting of guarantees, indemnities, obligations in respect of earnouts or other purchase price adjustments, or similar obligations, Incurred in connection with the acquisition or disposition of any business, assets or Person;

      (viii)  Indebtedness of the Company or any Restricted Subsidiary in respect of (A) letters of credit, bankers' acceptances or other similar instruments or obligations issued, or relating to liabilities or obligations incurred, in the ordinary course of business (including those issued to governmental entities in connection with self-insurance under applicable workers compensation statutes), or (B) completion guarantees, surety, judgment, appeal or performance bonds, or other similar bonds, instruments or obligations, provided, or relating to liabilities or obligations incurred, in the ordinary course of business, or (C) Hedging Obligations, entered into for bona fide hedging purposes, or (D) Management Guarantees, or (E) the financing of insurance premiums in the ordinary course of business, or (F) take-or-pay obligations under supply arrangements incurred in the ordinary course of business, or (G) netting, overdraft protection and other arrangements arising under standard business terms of any bank at which the Company or any Restricted Subsidiary maintains an overdraft, cash pooling or other similar facility or arrangement, or (H) Bank Products Obligations;

        (ix)  Indebtedness (A) of a Special Purpose Subsidiary secured by a Lien on all or part of the assets disposed of in, or otherwise Incurred in connection with, a Financing Disposition or (B) otherwise Incurred in connection with a Special Purpose Financing; provided that (1) such Indebtedness is not recourse to the Company or any Restricted Subsidiary that is not a Special Purpose Subsidiary (other than with respect to Special Purpose Financing Undertakings); (2) in the event such Indebtedness shall become recourse to the Company or any Restricted Subsidiary that is not a Special Purpose Subsidiary (other than with respect to Special Purpose Financing Undertakings), such Indebtedness will be deemed to be, and must be classified by the Company as, Incurred at such time (or at the time initially Incurred) under one or more of the other provisions of this covenant for so long as such Indebtedness shall be so recourse;

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and (3) in the event that at any time thereafter such Indebtedness shall comply with the provisions of the preceding subclause (1), the Company may classify such Indebtedness in whole or in part as Incurred under this clause (b)(ix) of this covenant;

         (x)  Indebtedness of (A) the Company or any Restricted Subsidiary Incurred to finance or refinance, or otherwise Incurred in connection with, any acquisition of assets (including Capital Stock), business or Person, or any merger or consolidation of any Person with or into the Company or any Restricted Subsidiary, or (B) any Person that is acquired by or merged or consolidated with or into the Company or any Restricted Subsidiary (including Indebtedness thereof Incurred in connection with any such acquisition, merger or consolidation), provided that on the date of such acquisition, merger or consolidation, after giving effect thereto, either (1) the Company could Incur at least $1.00 of additional Indebtedness pursuant to paragraph (a) above or (2) the Consolidated Coverage Ratio of the Company would equal or exceed the Consolidated Coverage Ratio of the Company immediately prior to giving effect thereto; and any Refinancing Indebtedness with respect to any such Indebtedness;

        (xi)  Contribution Indebtedness and any Refinancing Indebtedness with respect thereto;

       (xii)  Indebtedness issuable upon the conversion or exchange of shares of Disqualified Stock issued in accordance with paragraph (a) above, and any Refinancing Indebtedness with respect thereto;

      (xiii)  Indebtedness of the Company or any Restricted Subsidiary in an aggregate principal amount at any time outstanding not exceeding an amount equal to the greater of $150.0 million and 4.00% of Consolidated Total Assets; and

      (xiv)  (A) Indebtedness of the Company or any Restricted Subsidiary to any Related Corporation, incurred consistent with past practices on or prior to the Effective Date or in the ordinary course of business, pursuant to or in connection with Related Corporation Contracts, (B) Guarantees by the Company or any Restricted Subsidiary of Indebtedness or any other obligation or liability of any Related Corporation, incurred consistent with past practices on or prior to the Effective Date or in the ordinary course of business, pursuant to or in connection with Related Corporation Contracts, (C) without limiting the covenant described under "—Limitation on Liens," Indebtedness of the Company or any Restricted Subsidiary arising by reason of any Lien granted by or applicable to such Person securing Indebtedness of any Related Corporation, incurred consistent with past practices on or prior to the Effective Date or in the ordinary course of business, pursuant to or in connection with Related Corporation Contracts, and (D) Indebtedness of the Company or any Restricted Subsidiary in respect of letters of credit, banker's acceptances or other similar instruments or obligations, issued, or relating to liabilities or obligations incurred on behalf of any Related Corporation, incurred consistent with past practices on or prior to the Effective Date or in the ordinary course of business, pursuant to or in connection with Related Corporation Contracts.

        (c)   For purposes of determining compliance with, and the outstanding principal amount of any particular Indebtedness Incurred pursuant to and in compliance with, this covenant, (i) any other obligation of the obligor on such Indebtedness (or of any other Person who could have Incurred such Indebtedness under this covenant) arising under any Guarantee, Lien or letter of credit, bankers' acceptance or other similar instrument or obligation supporting such Indebtedness shall be disregarded to the extent that such Guarantee, Lien or letter of credit, bankers' acceptance or other similar instrument or obligation secures the principal amount of such Indebtedness; (ii) in the event that Indebtedness meets the criteria of more than one of the types of Indebtedness described in paragraph (b) above, the Company, in its sole discretion, shall classify such item of Indebtedness and may include the amount and type of such Indebtedness in one or more of such clauses or subclauses (including in part under one such clause or subclause and in

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part under another such clause or subclauses); provided that any Indebtedness Incurred pursuant to clause (b)(xiii) of this covenant shall cease to be deemed Incurred or outstanding for purposes of such clause but shall be deemed Incurred for the purposes of paragraph (a) of this covenant from and after the first date on which such Restricted Subsidiary could have Incurred such Indebtedness under paragraph (a) of this covenant without reliance on such clause; (iii) the amount of Indebtedness issued at a price that is less than the principal amount thereof shall be equal to the amount of the liability in respect thereof determined in accordance with GAAP; and (iv) the principal amount of Indebtedness outstanding under any clause of paragraph (b) above shall be determined after giving effect to the application of proceeds of any such Indebtedness to refinance any such other Indebtedness. Notwithstanding anything herein to the contrary, Indebtedness Incurred by the Company on the Effective Date under the Senior Term Facility shall be classified as Incurred under paragraph (b) of this covenant, and not under paragraph (a) of this covenant.

        (d)   For purposes of determining compliance with any dollar denominated restriction on the Incurrence of Indebtedness denominated in a foreign currency, the dollar equivalent principal amount of such Indebtedness Incurred pursuant thereto shall be calculated based on the relevant currency exchange rate in effect on the date that such Indebtedness was Incurred, in the case of term Indebtedness, or first committed, in the case of revolving credit Indebtedness, provided that (x) the dollar equivalent principal amount of any such Indebtedness outstanding on the Effective Date shall be calculated based on the relevant currency exchange rate in effect on the Effective Date, (y) if such Indebtedness is Incurred to refinance other Indebtedness denominated in a foreign currency (or in a different currency from such Indebtedness so being Incurred), and such refinancing would cause the applicable dollar denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such dollar denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed (i) the outstanding or committed principal amount (whichever is higher) of such Indebtedness being refinanced plus (ii) the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing and (z) the dollar equivalent principal amount of Indebtedness denominated in a foreign currency and Incurred pursuant to any Senior Credit Facility shall be calculated based on the relevant currency exchange rate in effect on, at the Company's option, (A) the Effective Date, (B) any date on which any of the respective commitments under the applicable Senior Credit Facility shall be reallocated between or among facilities or subfacilities thereunder, or on which such rate is otherwise calculated for any purpose thereunder, or (C) the date of such Incurrence. The principal amount of any Indebtedness Incurred to refinance other Indebtedness, if Incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing.

Limitation on Restricted Payments.

        The Indenture provides as follows:

        (a)   The Company shall not, and shall not permit any Restricted Subsidiary, directly or indirectly, to (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock (including any such payment in connection with any merger or consolidation to which the Company is a party) except (x) dividends or distributions payable solely in its Capital Stock (other than Disqualified Stock) and (y) dividends or distributions payable to the Company or any Restricted Subsidiary (and, in the case of any such Restricted Subsidiary making such dividend or distribution, to other holders of its Capital Stock on no more than a pro rata basis, measured by value), (ii) purchase, redeem, retire or otherwise acquire for value any Capital Stock of the

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Company held by Persons other than the Company or a Restricted Subsidiary (other than any acquisition of Capital Stock deemed to occur upon the exercise of options if such Capital Stock represents a portion of the exercise price thereof), (iii) voluntarily purchase, repurchase, redeem, defease or otherwise voluntarily acquire or retire for value, prior to scheduled maturity, scheduled repayment or scheduled sinking fund payment, any Subordinated Obligations (other than a purchase, repurchase, redemption, defeasance or other acquisition or retirement for value in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of such purchase, repurchase, redemption, defeasance, acquisition or retirement) or (iv) make any Investment (other than a Permitted Investment) in any Person (any such dividend, distribution, purchase, repurchase, redemption, defeasance, other acquisition or retirement or Investment being herein referred to as a "Restricted Payment"), if at the time the Company or such Restricted Subsidiary makes such Restricted Payment and after giving effect thereto:

        (1)   a Default shall have occurred and be continuing (or would result therefrom);

        (2)   the Company could not Incur at least an additional $1.00 of Indebtedness pursuant to paragraph (a) of the covenant described under "—Limitation on Indebtedness"; or

        (3)   the aggregate amount of such Restricted Payment and all other Restricted Payments (the amount so expended, if other than in cash, to be as determined in good faith by the Board of Directors, whose determination shall be conclusive and evidenced by a resolution of the Board of Directors) declared or made subsequent to the Effective Date and then outstanding would exceed, without duplication, the sum of:

        (A)  50.0% of the Consolidated Net Income accrued during the period (treated as one accounting period) beginning on the first day of the fiscal quarter of the Company in which the Effective Date occurs to the end of the most recent fiscal quarter ending prior to the date of such Restricted Payment for which consolidated financial statements of the Company are available (or, in case such Consolidated Net Income shall be a negative number, 100.0% of such negative number);

        (B)  the aggregate Net Cash Proceeds and the fair value (as determined in good faith by the Board of Directors) of property or assets received (x) by the Company as capital contributions to the Company after the Effective Date or from the issuance or sale (other than to a Restricted Subsidiary) of its Capital Stock (other than Disqualified Stock) after the Effective Date (other than Excluded Contributions and Contribution Amounts) or (y) by the Company or any Restricted Subsidiary from the Incurrence by the Company or any Restricted Subsidiary after the Effective Date of Indebtedness that shall have been converted into or exchanged for Capital Stock of the Company (other than Disqualified Stock) or Capital Stock of any Parent, plus the amount of any cash and the fair value (as determined in good faith by the Board of Directors) of any property or assets, received by the Company or any Restricted Subsidiary upon such conversion or exchange;

        (C)  the aggregate amount equal to the net reduction in Investments in Unrestricted Subsidiaries resulting from (i) dividends, distributions, interest payments, return of capital, repayments of Investments or other transfers of assets to the Company or any Restricted Subsidiary from any Unrestricted Subsidiary, including dividends or other distributions related to dividends or other distributions made pursuant to clause (ix) of the following paragraph (b), or (ii) the redesignation of any Unrestricted Subsidiary as a Restricted Subsidiary (valued in each case as provided in the definition of "Investment"), not to exceed in the case of any such Unrestricted Subsidiary the aggregate amount of Investments (other than Permitted Investments) made by the Company or any Restricted Subsidiary in such Unrestricted Subsidiary after the Effective Date; and

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        (D)  in the case of any disposition or repayment of any Investment constituting a Restricted Payment (without duplication of any amount deducted in calculating the amount of Investments at any time outstanding included in the amount of Restricted Payments), an amount in the aggregate equal to the lesser of the return of capital, repayment or other proceeds with respect to all such Investments received by the Company or a Restricted Subsidiary and the initial amount of all such Investments constituting Restricted Payments.

        (b)   The provisions of the foregoing paragraph (a) do not prohibit any of the following (each, a "Permitted Payment"):

          (i)  any purchase, redemption, repurchase, defeasance or other acquisition or retirement of Capital Stock of the Company or Subordinated Obligations made by exchange (including any such exchange pursuant to the exercise of a conversion right or privilege in connection with which cash is paid in lieu of the issuance of fractional shares) for, or out of the proceeds of the issuance or sale of, Capital Stock of the Company (other than Disqualified Stock and other than Capital Stock issued or sold to a Subsidiary) or a capital contribution to the Company, in each case other than Excluded Contributions and Contribution Amounts; provided, that the Net Cash Proceeds from such issuance, sale or capital contribution shall be excluded in subsequent calculations under clause (3)(B) of the preceding paragraph; provided, further, that, if the Net Cash Proceeds from any such issuance, sale or contribution or any related series of issuances, sales or contributions at any time exceeds $25.0 million in the aggregate, the Company at its option may, within 180 days of such Net Cash Proceeds exceeding $25.0 million in the aggregate, designate such Net Cash Proceeds as an Excluded Contribution pursuant to an Officer's Certificate and if the Company chooses not to make such a designation such Net Cash Proceeds will no longer be available under this clause (i) and will be included in calculations under clause (3)(B) of the preceding paragraph;

         (ii)  any dividend paid or redemption made within 60 days after the date of declaration thereof or of the giving of notice thereof, as applicable, if at such date of declaration or notice, such dividend or redemption would have complied with the preceding paragraph;

        (iii)  Investments or other Restricted Payments in an aggregate amount outstanding at any time not to exceed the amount of Excluded Contributions;

        (iv)  loans, advances, dividends or distributions by the Company to any Parent to permit any Parent to repurchase or otherwise acquire its Capital Stock (including any options, warrants or other rights in respect thereof), or payments by the Company to repurchase or otherwise acquire Capital Stock of any Parent or the Company (including any options, warrants or other rights in respect thereof), in each case from Management Investors (including any repurchase or acquisition by reason of the Company or any Parent retaining any Capital Stock, option, warrant or other right in respect of tax withholding obligations, and any related payment in respect of any such obligation), such payments, loans, advances, dividends or distributions not to exceed in any calendar year (net of repayments of any such loans or advances) $30.0 million (with unused amounts in any calendar year being carried over to the next two succeeding calendar years; provided that if any amount is so carried over, the application of the amount available in any calendar year under this clause (b)(iv) will be applied (1) first, from any amount carried over from the second preceding calendar year, (2) second, from any amount carried over from the immediately preceding calendar year, and (3) third, from the amount for such calendar year); provided that such amount in any calendar year may be increased by an amount not to exceed (x) the Net Cash Proceeds received by the Company since the Effective Date from, or as a capital contribution from, the issuance or sale to Management Investors of Capital Stock (including any options, warrants or other rights in

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respect thereof), to the extent such Net Cash Proceeds are not included in any calculation under clause (3)(B)(x) of the preceding paragraph (a), plus (y) the cash proceeds of key man life insurance policies received by the Company or any Restricted Subsidiary (or by any Parent and contributed to the Company) since the Effective Date to the extent such cash proceeds are not included in any calculation under clause (3)(A) of the preceding paragraph (a);

         (v)  the payment by the Company of, or loans, advances, dividends or distributions by the Company to any Parent to pay, dividends on the common stock or equity of the Company or any Parent following a public offering of such common stock or equity in an amount not to exceed in any fiscal year 6.00% of the aggregate gross proceeds received by the Company (whether directly, or indirectly through a contribution to common equity capital) in or from such public offering;

        (vi)  Restricted Payments (including loans or advances) in an aggregate amount outstanding at any time not to exceed an amount (net of repayments of any such loans or advances) equal to the greater of $100.0 million and 2.75% of Consolidated Total Assets;

       (vii)  loans, advances, dividends or distributions to any Parent or other payments by the Company or any Restricted Subsidiary (A) to satisfy or permit any Parent to satisfy obligations under the Transaction Agreements, (B) pursuant to the Tax Sharing Agreement, or (C) to pay or permit any Parent to pay (but without duplication) any Parent Expenses or any Related Taxes;

      (viii)  payments by the Company, or loans, advances, dividends or distributions by the Company to any Parent to make payments, to holders of Capital Stock of the Company or any Parent in lieu of issuance of fractional shares of such Capital Stock;

        (ix)  dividends or other distributions of, or Investments paid for or made with, Capital Stock, Indebtedness or other securities of Unrestricted Subsidiaries;

         (x)  any Restricted Payment pursuant to or in connection with the Transactions;

        (xi)  the declaration and payment of dividends to holders of any class or series of Disqualified Stock, or of any Preferred Stock of a Restricted Subsidiary, Incurred in accordance with the terms of the covenant described under "—Limitation on Indebtedness" above; and

       (xii)  any purchase, redemption, repurchase, defeasance or other acquisition or retirement of Subordinated Obligations (w) made by exchange for, or out of the proceeds of the Incurrence of, Indebtedness of the Company or Refinancing Indebtedness Incurred in compliance with the covenant described under "—Limitation on Indebtedness," (x) from Net Available Cash or an equivalent amount to the extent permitted by the covenant described under "—Limitation on Sales of Assets and Subsidiary Stock," (y) following the occurrence of a Change of Control (or other similar event described therein as a "change of control"), but only if the Company shall have complied with the covenant described under "—Change of Control" and, if required, purchased all Notes tendered pursuant to the offer to repurchase all the Notes required thereby, prior to purchasing or repaying such Subordinated Obligations or (z) constituting Acquired Indebtedness.

provided that (A) in the case of clauses (ii), (v) and (viii), the net amount of any such Permitted Payment shall be included in subsequent calculations of the amount of Restricted Payments, (B) in the case of clause (iv), at the time of any calculation of the amount of Restricted Payments, the net amount of Permitted Payments that have then actually been made under clause (iv) that is in excess of 50% of the total amount of Permitted Payments then permitted under clause (iv) shall be included in such calculation of the amount of Restricted Payments, (C) in all cases other than pursuant to clauses (A)

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and (B) immediately above, the net amount of any such Permitted Payment shall be excluded in subsequent calculations of the amount of Restricted Payments, and (D) solely with respect to clause (vi), no Default or Event of Default shall have occurred and be continuing at the time of any such Permitted Payment after giving effect thereto. The Company, in its sole discretion, may classify any Investment or other Restricted Payment as being made in part under one of the clauses or subclauses of this covenant (or, in the case of any Investment, the clauses or subclauses of Permitted Investments) and in part under one or more other such clauses or subclauses (or, as applicable, clauses or subclauses).

        Limitation on Restrictions on Distributions from Restricted Subsidiaries.    The Indenture provides that the Company will not, and will not permit any Restricted Subsidiary to, create or otherwise cause to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (i) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligations owed to the Company, (ii) make any loans or advances to the Company or (iii) transfer any of its property or assets to the Company (provided that dividend or liquidation priority between classes of Capital Stock, or subordination of any obligation (including the application of any remedy bars thereto) to any other obligation, will not be deemed to constitute such an encumbrance or restriction), except any encumbrance or restriction:

        (1)   pursuant to an agreement or instrument in effect at or entered into on the Effective Date, any Credit Facility, the Indenture or the Notes;

        (2)   pursuant to any agreement or instrument of a Person, or relating to Indebtedness or Capital Stock of a Person, which Person is acquired by or merged or consolidated with or into the Company or any Restricted Subsidiary, or which agreement or instrument is assumed by the Company or any Restricted Subsidiary in connection with an acquisition from such Person, or any other transaction entered into in connection with any such acquisition, merger or consolidation, as in effect at the time of such acquisition, merger, consolidation or transaction (except to the extent that such Indebtedness was incurred to finance, or otherwise in connection with, such acquisition, merger, consolidation or transaction); provided that for purposes of this clause (2), if a Person other than the Company is the Successor Company with respect thereto, any Subsidiary thereof or agreement or instrument of such Person or any such Subsidiary shall be deemed acquired or assumed, as the case may be, by the Company or a Restricted Subsidiary, as the case may be, when such Person becomes such Successor Company;

        (3)   pursuant to an agreement or instrument (a "Refinancing Agreement") effecting a refinancing of Indebtedness Incurred or outstanding pursuant or relating to, or that otherwise extends, renews, refunds, refinances or replaces, any agreement or instrument referred to in clause (1) or (2) of this covenant or this clause (3) (an "Initial Agreement") or that is, or is contained in, any amendment, supplement or other modification to an Initial Agreement or Refinancing Agreement (an "Amendment"); provided, however, that the encumbrances and restrictions contained in any such Refinancing Agreement or Amendment taken as a whole are not materially less favorable to the Holders of the Notes than encumbrances and restrictions contained in the Initial Agreement or Initial Agreements to which such Refinancing Agreement or Amendment relates (as determined in good faith by the Company);

        (4)   (A) pursuant to any agreement or instrument that restricts in a customary manner the assignment or transfer thereof, or the subletting, assignment or transfer of any property or asset subject thereto, (B) by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by the Indenture, (C) contained in mortgages, pledges or other security agreements securing Indebtedness or other obligations of the Company or a Restricted Subsidiary to the extent restricting the transfer of the property or assets subject thereto, (D) pursuant to customary

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provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Company or any Restricted Subsidiary, (E) pursuant to Purchase Money Obligations that impose encumbrances or restrictions on the property or assets so acquired, (F) on cash or other deposits or net worth imposed by customers or suppliers under agreements entered into in the ordinary course of business, (G) pursuant to customary provisions contained in agreements and instruments entered into in the ordinary course of business (including but not limited to leases and joint venture and other similar agreements entered into in the ordinary course of business), (H) that arises or is agreed to in the ordinary course of business and does not detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or such Restricted Subsidiary, (I) pursuant to Hedging Obligations or Bank Products Obligations, or (J) pursuant to Related Corporation Contracts;

        (5)   with respect to any agreement for the direct or indirect disposition of Capital Stock of any Person, property or assets, imposing restrictions with respect to such Person, Capital Stock, property or assets pending the closing of such sale or disposition;

        (6)   by reason of any applicable law, rule, regulation or order, or required by any regulatory authority having jurisdiction over the Company or any Restricted Subsidiary or any of their businesses, including any such law, rule, regulation, order or requirement applicable in connection with such Restricted Subsidiary's status (or the status of any Subsidiary of such Restricted Subsidiary) as a Captive Insurance Subsidiary; or

        (7)   pursuant to an agreement or instrument (A) relating to any Indebtedness permitted to be Incurred subsequent to the Effective Date pursuant to the provisions of the covenant described under "—Limitation on Indebtedness" (i) if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the Holders of the Notes than the encumbrances and restrictions contained in the Initial Agreements (as determined in good faith by the Company) or (ii) if such encumbrance or restriction is not materially more disadvantageous to the Holders of the Notes than is customary in comparable financings (as determined in good faith by the Company) and either (x) the Company determines in good faith that such encumbrance or restriction will not materially affect the Company's ability to make principal or interest payments on the Notes or (y) such encumbrance or restriction applies only if a default occurs in respect of a payment or financial covenant relating to such Indebtedness, (B) relating to any sale of receivables by a Foreign Subsidiary or (C) relating to Indebtedness of or a Financing Disposition by or to or in favor of any Special Purpose Entity.

Limitation on Sales of Assets and Subsidiary Stock.

        The Indenture provides as follows:

        (a)   The Company will not, and will not permit any Restricted Subsidiary to, make any Asset Disposition unless:

          (i)  the Company or such Restricted Subsidiary receives consideration (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Disposition at least equal to the fair market value of the shares and assets subject to such Asset Disposition, as such fair market value may be determined (and shall be determined, to the extent such Asset Disposition or any series of related Asset Dispositions involves aggregate consideration in excess of $25.0 million) in good faith by the Board of Directors, whose determination shall be conclusive (including as to the value of all noncash consideration);

         (ii)  in the case of any Asset Disposition (or series of related Asset Dispositions) having a fair market value of $20.0 million or more, at least 75.0% of the consideration therefor

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(excluding, in the case of an Asset Disposition (or series of related Asset Dispositions), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) received by the Company or such Restricted Subsidiary is in the form of cash; and

        (iii)  an amount equal to 100.0% of the Net Available Cash from such Asset Disposition is applied by the Company (or any Restricted Subsidiary, as the case may be) as follows:

        (A)  first, either (x) to the extent the Company elects (or is required by the terms of any Credit Facility Indebtedness, any Senior Indebtedness of the Company or any Subsidiary Guarantor or any Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor), to prepay, repay or purchase any such Indebtedness or (in the case of letters of credit, bankers' acceptances or other similar instruments) cash collateralize any such Indebtedness (in each case other than Indebtedness owed to the Company or a Restricted Subsidiary) within 365 days after the later of the date of such Asset Disposition and the date of receipt of such Net Available Cash, or (y) to the extent the Company or such Restricted Subsidiary elects, to invest in Additional Assets (including by means of an investment in Additional Assets by a Restricted Subsidiary with an amount equal to Net Available Cash received by the Company or another Restricted Subsidiary) within 450 days from the later of the date of such Asset Disposition and the date of receipt of such Net Available Cash; provided, that the Company or such Restricted Subsidiary will be deemed to have complied with the provisions described in subclause (y) of this paragraph if and to the extent that, within the later of 450 days after the Asset Disposition that generated such Net Available Cash and the date of receipt of such Net Available Cash, the Company has entered into and not abandoned or rejected a binding agreement to invest in such Additional Assets, and that investment is thereafter completed within 180 days after the end of such 450-day period;

        (B)  second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A) above (such balance, the "Excess Proceeds"), to make an offer to purchase Notes and (to the extent the Company or such Restricted Subsidiary elects, or is required by the terms thereof) to purchase, redeem or repay any other Senior Indebtedness of the Company or a Restricted Subsidiary, pursuant and subject to the conditions of the Indenture and the agreements governing such other Indebtedness; and

        (C)  third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B) above, to fund (to the extent consistent with any other applicable provision of the Indenture) any general corporate purpose (including but not limited to the repurchase, repayment or other acquisition or retirement of any Subordinated Obligations);

provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A)(x) or (B) above, the Company or such Restricted Subsidiary will retire such Indebtedness and will cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased.

        Notwithstanding the foregoing provisions of this covenant, the Company and the Restricted Subsidiaries shall not be required to apply any Net Available Cash or equivalent amount in accordance with this covenant except to the extent that the aggregate Net Available Cash from all Asset Dispositions or equivalent amount that is not applied in accordance with this covenant exceeds $25.0 million. If the aggregate principal amount of Notes and/or other Indebtedness of the Company or a Restricted Subsidiary validly tendered and not withdrawn (or otherwise subject to purchase, redemption or repayment) in connection with an offer pursuant to clause (B) above exceeds the Excess Proceeds, the Excess Proceeds will be apportioned between such Notes and

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such other Indebtedness of the Company or a Restricted Subsidiary, with the portion of the Excess Proceeds payable in respect of such Notes to equal the lesser of (x) the Excess Proceeds amount multiplied by a fraction, the numerator of which is the outstanding principal amount of such Notes and the denominator of which is the sum of the outstanding principal amount of the Notes and the outstanding principal amount of the relevant other Indebtedness of the Company or a Restricted Subsidiary, and (y) the aggregate principal amount of Notes validly tendered and not withdrawn.

        For the purposes of clause (ii) of paragraph (a) above, the following are deemed to be cash: (1) Temporary Cash Investments and Cash Equivalents; (2) the assumption of Indebtedness of the Company (other than Disqualified Stock of the Company) or any Restricted Subsidiary and the release of the Company or such Restricted Subsidiary from all liability on payment of the principal amount of such Indebtedness in connection with such Asset Disposition; (3) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Disposition, to the extent that the Company and each other Restricted Subsidiary are released from any Guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Disposition; (4) securities received by the Company or any Restricted Subsidiary from the transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days; (5) consideration consisting of Indebtedness of the Company or any Restricted Subsidiary; (6) Additional Assets; and (7) any Designated Noncash Consideration received by the Company or any of its Restricted Subsidiaries in an Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause, not to exceed an aggregate amount at any time outstanding equal to the greater of $90.0 million and 2.50% of Consolidated Total Assets (with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value).

        (b)   In the event of an Asset Disposition that requires the purchase of Notes pursuant to clause (iii)(B) of paragraph (a) above, the Company will be required to purchase Notes tendered pursuant to an offer by the Company for the Notes (the "Offer") at a purchase price of 100.0% of their principal amount plus accrued and unpaid interest to the date of purchase in accordance with the procedures (including prorating in the event of oversubscription) set forth in the Indenture. If the aggregate purchase price of the Notes tendered pursuant to the Offer is less than the Net Available Cash allotted to the purchase of Notes, the remaining Net Available Cash will be available to the Company for use in accordance with clause (iii)(B) of paragraph (a) above (to repay other Indebtedness of the Company or a Restricted Subsidiary) or clause (iii)(C) of paragraph (a) above. The Company shall not be required to make an Offer for Notes pursuant to this covenant if the Net Available Cash available therefor (after application of the proceeds as provided in clause (iii)(A) of paragraph (a) above) is less than $50.0 million for any particular Asset Disposition (which lesser amounts shall be carried forward for purposes of determining whether an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). No Note will be repurchased in part if less than the Minimum Denomination in original principal amount of such Note would be left outstanding.

        (c)   The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this covenant. To the extent that the provisions of any securities laws or regulations conflict with provisions of this covenant, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this covenant by virtue thereof.

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Limitation on Transactions with Affiliates.

        The Indenture provides as follows:

        (a)   The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company (an "Affiliate Transaction") involving aggregate consideration in excess of $10.0 million unless (i) the terms of such Affiliate Transaction are not materially less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained at the time in a transaction with a Person who is not such an Affiliate and (ii) if such Affiliate Transaction involves aggregate consideration in excess of $30.0 million, the terms of such Affiliate Transaction have been approved by a majority of the Disinterested Directors. For purposes of this paragraph, any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this paragraph if (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) in the event there are no Disinterested Directors, a fairness opinion is provided by a nationally recognized appraisal or investment banking firm with respect to such Affiliate Transaction.

        (b)   The provisions of the preceding paragraph (a) do not apply to:

          (i)  any Restricted Payment Transaction,

         (ii)  (1) the entering into, maintaining or performance of any employment or consulting contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any current or former employee, officer or director or consultant of or to the Company, any Restricted Subsidiary or any Parent heretofore or hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements, (2) payments, compensation, performance of indemnification or contribution obligations, the making or cancellation of loans or any issuance, grant or award of stock, options, other equity related interests or other securities, to any such employees, officers, directors or consultants in the ordinary course of business, (3) the payment of reasonable fees to directors of the Company or any of its Subsidiaries or any Parent (as determined in good faith by the Company, such Subsidiary or such Parent), or (4) Management Advances and payments in respect thereof (or in reimbursement of any expenses referred to in the definition of such term),

        (iii)  any transaction between or among any of the Company, one or more Restricted Subsidiaries, or one or more Special Purpose Entities,

        (iv)  any transaction arising out of agreements or instruments in existence on the Effective Date (other than any Tax Sharing Agreement or Transaction Agreement referred to in clause (b)(vii) of this covenant), and any payments made pursuant thereto,

         (v)  any transaction in the ordinary course of business on terms that are fair to the Company and its Restricted Subsidiaries in the reasonable determination of the Board of Directors or senior management of the Company, or are not materially less favorable to the Company or the relevant Restricted Subsidiary than those that could be obtained at the time in a transaction with a Person who is not an Affiliate of the Company,

        (vi)  any transaction in the ordinary course of business, or approved by a majority of the Board of Directors, between the Company or any Restricted Subsidiary and any Affiliate of the Company controlled by the Company that is a joint venture or similar entity,

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       (vii)  (1) the execution, delivery and performance of any Tax Sharing Agreement and any Transaction Agreements, and (2) payments to CD&R or any of its Affiliates (x) for any management consulting, financial advisory, financing, underwriting or placement services or in respect of other investment banking activities pursuant to the Sponsor Management Agreement (or as may be approved by a majority of the Disinterested Directors), (y) in connection with any acquisition, disposition, merger, recapitalization or similar transactions, which payments are made pursuant to the Transaction Agreements or are approved by a majority of the Board of Directors in good faith, and (z) of all out-of-pocket expenses incurred in connection with such services or activities,

      (viii)  the Transactions, all transactions in connection therewith (including but not limited to the financing thereof), and all fees and expenses paid or payable in connection with the Transactions, including the fees and out-of-pocket expenses of CD&R and its Affiliates,

        (ix)  any issuance or sale of Capital Stock (other than Disqualified Stock) of the Company or any capital contribution to the Company,

         (x)  any investment by any CD&R Investor in securities of the Company or any of its Restricted Subsidiaries so long as (i) such securities are being offered generally to other investors on the same or more favorable terms and (ii) such investment by all CD&R Investors constitutes less than 5.00% of the proposed or outstanding issue amount of such class of securities, and

        (xi)  any transaction between or among the Company or any Restricted Subsidiary and any Related Corporation pursuant to or in connection with a Related Corporation Contract.

        Limitation on Liens.    The Indenture provides that the Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist any Lien (other than Permitted Liens) on any of its property or assets (including Capital Stock of any other Person), whether owned on the date of the Indenture or thereafter acquired, securing any Indebtedness (the "Initial Lien"), unless contemporaneously therewith effective provision is made to secure the Indebtedness due under the Indenture and the Notes or, in respect of Liens on any Restricted Subsidiary's property or assets, any Subsidiary Guarantee of such Restricted Subsidiary, equally and ratably with (or on a senior basis to, in the case of Subordinated Obligations or Guarantor Subordinated Obligations) such obligation for so long as such obligation is so secured by such Initial Lien. Any such Lien thereby created in favor of the Notes or any such Subsidiary Guarantee will be automatically and unconditionally released and discharged upon (i) the release and discharge of the Initial Lien to which it relates, (ii) in the case of any such Lien in favor of any such Subsidiary Guarantee, upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms of the Indenture or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company that is governed by the provisions of the covenant described under "—Merger and Consolidation" below) to any Person not an Affiliate of the Company of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Company or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Initial Lien.

        Future Subsidiary Guarantors.    As set forth more particularly under "—Subsidiary Guarantees," the Indenture provides that, the Company will cause each Domestic Subsidiary that guarantees payment by the Company or any Subsidiary Guarantor of any Indebtedness of the Company or any such Subsidiary Guarantor under either of the Senior Credit Facilities or any Capital Market Indebtedness (including by reason of being a borrower under the Senior ABL Facility on a joint and several basis with the Company) to execute and deliver to the Trustee a supplemental indenture or other instrument pursuant to which such Domestic Subsidiary will guarantee payment of the Notes, whereupon such Domestic Subsidiary will become a Subsidiary Guarantor for all purposes under the Indenture. The Company will also have the right to cause any other Subsidiary so to guarantee payment of the Notes. Subsidiary

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Guarantees will be subject to release and discharge under certain circumstances prior to payment in full of the Notes. See "—Subsidiary Guarantees."

        SEC Reports.    The Indenture provides that, notwithstanding that the Company may not be required to be or remain subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject; provided that the Company shall not in any event be required to file or cause to be filed with the SEC any of such information, documents and reports prior to the commencement of the exchange offer or effectiveness of the shelf registration statement described in "—Exchange Offer; Registration Rights." The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders, as their names and addresses appear in the Note Register, and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company's accountants not being "independent" (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information; provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph (such initial date, the "Reporting Date") and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company).

        The Company will be deemed to have satisfied the requirements of this covenant if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a).

Merger and Consolidation

        The Indenture provides as follows:

        The Company will not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person, unless:

          (i)  the resulting, surviving or transferee Person (the "Successor Company") will be a Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and the Successor Company (if not the Company) will expressly assume all

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the obligations of the Company under the Notes and the Indenture by executing and delivering to the Trustee a supplemental indenture or one or more other documents or instruments in form reasonably satisfactory to the Trustee;

         (ii)  immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Company or any Restricted Subsidiary as a result of such transaction as having been Incurred by the Successor Company or such Restricted Subsidiary at the time of such transaction), no Default will have occurred and be continuing;

        (iii)  immediately after giving effect to such transaction, either (A) the Company (or, if applicable, the Successor Company with respect thereto) could Incur at least $1.00 of additional Indebtedness pursuant to paragraph (a) of the covenant described under "—Certain Covenants—Limitation on Indebtedness," or (B) the Consolidated Coverage Ratio of the Company (or, if applicable, the Successor Company with respect thereto) would equal or exceed the Consolidated Coverage Ratio of the Company immediately prior to giving effect to such transaction;

        (iv)  each Subsidiary Guarantor (other than (x) any Subsidiary Guarantor that will be released from its obligations under its Subsidiary Guarantee in connection with such transaction and (y) any party to any such consolidation or merger) shall have delivered a supplemental indenture or other document or instrument in form reasonably satisfactory to the Trustee, confirming its Subsidiary Guarantee (other than any Subsidiary Guarantee that will be discharged or terminated in connection with such transaction); and

         (v)  the Company will have delivered to the Trustee an Officer's Certificate and an Opinion of Counsel, each to the effect that such consolidation, merger or transfer complies with the provisions described in this paragraph, provided that (x) in giving such opinion such counsel may rely on an Officer's Certificate as to compliance with the foregoing clauses (ii) and (iii) and as to any matters of fact, and (y) no Opinion of Counsel will be required for a consolidation, merger or transfer described in the penultimate paragraph of this covenant.

        Any Indebtedness that becomes an obligation of the Successor Company or any Restricted Subsidiary (or that is deemed to be Incurred by any Restricted Subsidiary that becomes a Restricted Subsidiary) as a result of any such transaction undertaken in compliance with this covenant, and any Refinancing Indebtedness with respect thereto, shall be deemed to have been Incurred in compliance with the covenant described under "—Certain Covenants—Limitation on Indebtedness."

        Upon any transaction involving the Company in accordance with the first paragraph of this "—Merger and Consolidation" in which the Company is not the Successor Company, the Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company under the Indenture, and thereafter the predecessor Company shall be relieved of all obligations and covenants under the Indenture, except that the predecessor Company in the case of a lease of all or substantially all its assets will not be released from the obligation to pay the principal of and interest on the Notes.

        Clauses (ii) and (iii) of the first paragraph of this "—Merger and Consolidation" covenant will not apply to any transaction in which the Company consolidates or merges with or into or transfers all or substantially all its properties and assets to (x) an Affiliate incorporated or organized for the purpose of reincorporating or reorganizing the Company in another jurisdiction or changing its legal structure to a corporation or other entity or (y) a Restricted Subsidiary of the Company so long as all assets of the Company and the Restricted Subsidiaries immediately prior to such transaction (other than Capital Stock of such Restricted Subsidiary) are owned by such Restricted Subsidiary and its Restricted Subsidiaries immediately after the consummation thereof. The first paragraph of this "—Merger and Consolidation" covenant will not apply to (1) any transaction in which any Restricted Subsidiary

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consolidates with, merges into or transfers all or part of its assets to the Company or (2) the Transactions.

        For purposes of this covenant, so long as at the time of any Minority Business Disposition or any Minority Business Offering the Minority Business Disposition Condition is met, the Minority Business Assets shall not be deemed at any time to constitute all or substantially all of the assets of the Company, and any sale or transfer of all or any part of the Minority Business Assets (whether directly or indirectly, whether by sale or transfer of any such assets, or of any Capital Stock or other interest in any Person holding such assets, or any consolidation or merger, or any combination thereof, and whether in one or more transactions, or otherwise, including any Minority Business Offering or any Minority Business Disposition) shall not be deemed at any time to constitute a consolidation with or merger with or into, or conveyance, transfer or lease of all or substantially all of the assets of the Company to, any Person.

Defaults

        An Event of Default is defined in the Indenture as:

          (i)  a default in any payment of interest on any Note when due, continued for 30 days;

         (ii)  a default in the payment of principal of any Note when due, whether at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration of acceleration or otherwise;

        (iii)  the failure by the Company to comply with its obligations under the first paragraph of the covenant described under "—Merger and Consolidation" above;

        (iv)  the failure by the Company to comply for 30 days after notice with any of its obligations under the covenant described under "—Change of Control" above (other than a failure to purchase Notes);

         (v)  the failure by the Company to comply for 60 days after notice with its other agreements contained in the Notes or the Indenture;

        (vi)  the failure by any Subsidiary Guarantor to comply for 45 days after notice with its obligations under its Subsidiary Guarantee;

       (vii)  the failure by the Company or any Restricted Subsidiary to pay any Indebtedness for borrowed money (other than Indebtedness owed to the Company or any Restricted Subsidiary) within any applicable grace period after final maturity or the acceleration of any such Indebtedness by the holders thereof because of a default, if the total amount of such Indebtedness so unpaid or accelerated exceeds $50.0 million or its foreign currency equivalent; provided that no Default or Event of Default will be deemed to occur with respect to any such Indebtedness that is paid or otherwise acquired or retired (or for which such failure to pay or acceleration is waived or rescinded) within 20 Business Days after such failure to pay or such acceleration (the "cross acceleration provision");

      (viii)  certain events of bankruptcy, insolvency or reorganization of the Company or a Significant Subsidiary, or of other Restricted Subsidiaries that are not Significant Subsidiaries but would, in the aggregate, constitute a Significant Subsidiary if considered as a single Person (the "bankruptcy provisions");

        (ix)  the rendering of any judgment or decree for the payment of money in an amount (net of any insurance or indemnity payments actually received in respect thereof prior to or within 90 days from the entry thereof, or to be received in respect thereof in the event any appeal thereof shall be unsuccessful) in excess of $50.0 million or its foreign currency equivalent against the Company

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or a Significant Subsidiary, or jointly and severally against other Restricted Subsidiaries that are not Significant Subsidiaries but would in the aggregate constitute a Significant Subsidiary if considered as a single Person, that is not discharged, or bonded or insured by a third Person, if such judgment or decree remains outstanding for a period of 90 days following such judgment or decree and is not discharged, waived or stayed (the "judgment default provision"); or

         (x)  the failure of any Subsidiary Guarantee by a Subsidiary Guarantor that is a Significant Subsidiary to be in full force and effect (except as contemplated by the terms thereof or of the Indenture) or the denial or disaffirmation in writing by any Subsidiary Guarantor that is a Significant Subsidiary of its obligations under the Indenture or any Subsidiary Guarantee (other than by reason of the termination of the Indenture or such Subsidiary Guarantee or the release of such Subsidiary Guarantee in accordance with such Subsidiary Guarantee or the Indenture), if such Default continues for 10 days.

        The foregoing will constitute Events of Default whatever the reason for any such Event of Default and whether it is voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body.

        However, a Default under clause (iv), (v) or (vi) will not constitute an Event of Default until the Trustee or the Holders of at least 30.0% in principal amount of the outstanding Notes notify the Company in writing of the Default and the Company does not cure such Default within the time specified in such clause after receipt of such notice.

        If an Event of Default (other than a Default relating to certain events of bankruptcy, insolvency or reorganization of the Company) occurs and is continuing, the Trustee by written notice to the Company, or the Holders of at least 30.0% in principal amount of the outstanding Notes by written notice to the Company and the Trustee, may declare the principal of and accrued but unpaid interest on all the Notes to be due and payable. Upon the effectiveness of such a declaration, such principal and interest will be due and payable immediately.

        Notwithstanding the foregoing, if an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company occurs and is continuing, the principal of and accrued but unpaid interest on all the Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences.

        Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee indemnity or security satisfactory to it against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium, if any, or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Notes unless (i) such Holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) Holders of at least 30.0% in principal amount of the outstanding Notes have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity, and (v) the Holders of a majority in principal amount of the outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that

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conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee will be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

        The Indenture provides that if a Default occurs and is continuing and is known to the Trustee, the Trustee must mail to each Holder notice of the Default within 90 days after it occurs. Except in the case of a Default in the payment of principal of, or premium, if any, or interest on, any Note, the Trustee may withhold notice if and so long as a committee of its Trust Officers in good faith determines that withholding notice is in the interests of the Noteholders. In addition, the Company is required to deliver to the Trustee, within 120 days after the end of each fiscal year, a certificate indicating whether the signers thereof know of any Default occurring during the previous year. The Company also is required to deliver to the Trustee, within 30 days after the occurrence thereof, written notice of any event that would constitute certain Defaults, their status and what action the Company is taking or proposes to take in respect thereof.

Amendments and Waivers

Amendments and Waivers With the Consent of Holders

        Subject to certain exceptions, the Indenture and the Notes may be amended with the consent of the Holders of not less than a majority in principal amount of the Notes then outstanding and any past default or compliance with any provisions may be waived with the consent of the Holders of not less than a majority in principal amount of the Notes then outstanding (including in each case, consents obtained in connection with a tender offer or exchange offer for Notes); provided that (x) if any such amendment or waiver will only affect one series of Notes (or less than all series of Notes) then outstanding under the Indenture, then only the consent of the Holders of a majority in principal amount of the Notes of such series then outstanding (including, in each case, consents obtained in connection with a tender offer or exchange offer for Notes) shall be required and (y) if any such amendment or waiver by its terms will affect a series of Notes in a manner different and materially adverse relative to the manner such amendment or waiver affects other series of Notes, then the consent of the Holders of a majority in principal amount of the Notes of such series then outstanding (including, in each case, consents obtained in connection with a tender offer or exchange offer for Notes) shall be required. However, without the consent of each Holder of an outstanding Note affected, no amendment or waiver may (i) reduce the principal amount of Notes whose Holders must consent to an amendment or waiver, (ii) reduce the rate of or extend the time for payment of interest on any Note, (iii) reduce the principal of or extend the Stated Maturity of any Note, (iv) reduce the premium payable upon the redemption of any Note, or change the date on which any Note may be redeemed as described under "—Optional Redemption" above, (v) make any Note payable in money other than that stated in such Note, (vi) impair the right of any Holder to receive payment of principal of and interest on such Holder's Notes on or after the due dates therefor or to institute suit for the enforcement of any such payment on or with respect to such Holder's Notes, (vii) make any change in the amendment or waiver provisions described in this sentence, (viii) contractually subordinate the Notes in right of payment, or (ix) reduce the Special Mandatory Redemption Amount.

Amendments and Waivers Without the Consent of Holders

        Without the consent of any Holder, the Company, the Trustee and (as applicable) any Subsidiary Guarantor may amend the Indenture or any Note to cure any ambiguity, mistake, omission, defect or inconsistency, to provide for the assumption by a successor of the obligations of the Company or a Subsidiary Guarantor under the Indenture or any Note, to provide for uncertificated Notes in addition to or in place of certificated Notes, to add Guarantees with respect to the Notes, to secure the Notes, to evidence a successor Trustee, to confirm and evidence the release, termination or discharge of any

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Guarantee or Lien with respect to or securing the Notes when such release, termination or discharge is provided for under the Indenture or the Notes, to add to the covenants of the Company for the benefit of the Noteholders or to surrender any right or power conferred upon the Company, to provide for or confirm the issuance of Additional Notes or Exchange Notes, to conform the text of the Indenture, the Notes or any Subsidiary Guarantee to any provision of the "Description of Notes" section of the Offering Memorandum to increase the minimum denomination of Notes to equal the dollar equivalent of €1,000 rounded up to the nearest $1,000 (including for purposes of redemption or repurchase of any Note in part), to make any change that does not materially adversely affect the rights of any Holder, or to comply with any requirement of the SEC in connection with the qualification of the Indenture under the TIA or otherwise.

        The consent of the Noteholders is not necessary under the Indenture to approve the particular form of any proposed amendment or waiver. It is sufficient if such consent approves the substance of the proposed amendment or waiver. Until an amendment or waiver becomes effective, a consent to it by a Noteholder is a continuing consent by such Noteholder and every subsequent Holder of all or part of the related Note. Any such Noteholder or subsequent holder may revoke such consent as to its Note by written notice to the Trustee or the Company, received thereby before the date on which the Company certifies to the Trustee that the Holders of the requisite principal amount of Notes have consented to such amendment or waiver. After an amendment or waiver that requires the consent of the Noteholders under the Indenture becomes effective, the Company is required to mail to Noteholders a notice briefly describing such amendment or waiver. However, the failure to give such notice to all Noteholders, or any defect therein, will not impair or affect the validity of the amendment or waiver.

Defeasance

        The Company at any time may terminate all obligations of the Company under the Notes and the Indenture ("legal defeasance"), except for certain obligations, including those relating to the defeasance trust and obligations to register the transfer or exchange of the Notes, to replace mutilated, destroyed, lost or stolen Notes and to maintain a registrar and paying agent in respect of the Notes. The Company at any time may terminate its obligations under certain covenants under the Indenture, including the covenants described under "—Certain Covenants" and "—Change of Control," the operation of the default provisions relating to such covenants described under "—Defaults" above, the operation of the cross acceleration provision, the bankruptcy provisions with respect to Subsidiaries and the judgment default provision described under "—Defaults" above, and the limitations contained in clauses (iii), (iv) and (v) under "—Merger and Consolidation" above ("covenant defeasance"). If the Company exercises its legal defeasance option or its covenant defeasance option, each Subsidiary Guarantor will be released from all of its obligations with respect to its Subsidiary Guarantee.

        The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. If the Company exercises its covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in clause (iv), (v) (as it relates to the covenants described under "—Certain Covenants" above), (vi), (vii), (viii) (but only with respect to events of bankruptcy, insolvency or reorganization of a Subsidiary), (ix) or (x) under "—Defaults" above or because of the failure of the Company to comply with clause (iii), (iv) or (v) under "—Merger and Consolidation" above.

        Either defeasance option may be exercised to any redemption date or to the maturity date for the Notes. In order to exercise either defeasance option, the Company must irrevocably deposit or cause to be deposited in trust (the "defeasance trust") with the Trustee money or U.S. Government Obligations, or a combination thereof, sufficient (without reinvestment) to pay principal of (and premium, if any) and interest on, the Notes to redemption or maturity, as the case may be (provided that if such

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redemption is made pursuant to the provisions described in the fourth paragraph under "—Optional Redemption," (x) the amount of money or U.S. Government Obligations, or a combination thereof, that the Company must irrevocably deposit or cause to be deposited will be determined using an assumed Applicable Premium calculated as of the date of such deposit, as calculated by the Company in good faith, and (y) the Company must irrevocably deposit or cause to be deposited additional money in trust on the redemption date as necessary to pay the Applicable Premium as determined on such date), and must comply with certain other conditions, including delivery to the Trustee of an Opinion of Counsel to the effect that holders of the Notes will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred (and, in the case of legal defeasance only, such Opinion of Counsel (x) must be based on a ruling of the Internal Revenue Service or other change in applicable Federal income tax law since the Issue Date and (y) need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation have become due and payable, will become due and payable at their Stated Maturity within one year, or have been or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company).

Satisfaction and Discharge

        The Indenture will be discharged and cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes, as expressly provided for in the Indenture) as to all outstanding Notes when (i) either (a) all Notes previously authenticated and delivered (other than certain lost, stolen or destroyed Notes, and certain Notes for which provision for payment was previously made and thereafter the funds have been released to the Company) have been cancelled or delivered to the Trustee for cancellation or (b) all Notes not previously cancelled or delivered to the Trustee for cancellation (x) have become due and payable, (y) will become due and payable at their Stated Maturity within one year or (z) have been or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company; (ii) the Company has irrevocably deposited or caused to be deposited with the Trustee money, U.S. Government Obligations or a combination thereof, sufficient (without reinvestment) to pay and discharge the entire Indebtedness on the Notes not previously cancelled or delivered to the Trustee for cancellation, for principal, premium, if any, and interest to the date of redemption or their Stated Maturity, as the case may be (provided that if such redemption is made pursuant to the provisions described in the fourth paragraph under "—Optional Redemption," (x) the amount of money or U.S. Government Obligations, or a combination thereof, that the Company must irrevocably deposit or cause to be deposited will be determined using an assumed Applicable Premium calculated as of the date of such deposit, as calculated by the Company in good faith, and (y) the Company must irrevocably deposit or cause to be deposited additional money in trust on the redemption date as necessary to pay the Applicable Premium as determined on such date); (iii) the Company has paid or caused to be paid all other sums payable under the Indenture by the Company; and (iv) the Company has delivered to the Trustee an Officer's Certificate and an Opinion of Counsel each to the effect that all conditions precedent under the "—Satisfaction and Discharge" section of the Indenture relating to the satisfaction and discharge of the Indenture have been complied with, provided that any such counsel may rely on any Officer's Certificate as to matters of fact (including as to compliance with the foregoing clauses (i), (ii) and (iii)).

No Personal Liability of Directors, Officers, Employees, Incorporators and Stockholders

        No director, officer, employee, incorporator or stockholder of the Company, any Subsidiary Guarantor or any Subsidiary of any thereof shall have any liability for any obligation of the Company or any Subsidiary Guarantor under the Indenture, the Notes or any Subsidiary Guarantee, or for any

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claim based on, in respect of, or by reason of, any such obligation or its creation. Each Noteholder, by accepting the Notes, waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

Concerning the Trustee

        Wilmington Trust, National Association (as successor by merger to Wilmington Trust FSB) is the Trustee under the Indenture and is appointed by the Company as initial Registrar and Paying Agent with regard to the Notes.

        The Indenture provides that, except during the continuance of an Event of Default, the Trustee will perform only such duties as are set forth specifically in the Indenture. During the existence of an Event of Default, the Trustee will exercise such of the rights and powers vested in it under the Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs.

        The Indenture and the TIA impose certain limitations on the rights of the Trustee, should it become a creditor of the Company, to obtain payment of claims in certain cases or to realize on certain property received by it in respect of any such claims, as security or otherwise. The Trustee is permitted to engage in other transactions; provided that if it acquires any conflicting interest as described in the TIA, it must eliminate such conflict, apply to the SEC for permission to continue as Trustee with such conflict, or resign.

Transfer and Exchange

        A Noteholder may transfer or exchange Notes in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require such Noteholder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require such Noteholder to pay any taxes or other governmental charges required by law or permitted by the Indenture. The Company is not required to transfer or exchange any Note selected for redemption or purchase or to transfer or exchange any Note for a period of 15 Business Days prior to the day of the mailing of the notice of redemption or purchase. No service charge will be made for any registration of transfer or exchange of the Notes, but the Company may require payment of a sum sufficient to cover any transfer tax or other governmental charge payable in connection with the transfer or exchange. The Notes will be issued in registered form and the registered holder of a Note will be treated as the owner of such Note for all purposes.

Governing Law

        The Indenture and the Notes are governed by, and construed in accordance with, the laws of the State of New York.

Certain Definitions

        "Acquired Indebtedness" means Indebtedness of a Person (i) existing at the time such Person becomes a Subsidiary or (ii) assumed in connection with the acquisition of assets from such Person, in each case other than Indebtedness Incurred in connection with, or in contemplation of, such Person becoming a Subsidiary or such acquisition. Acquired Indebtedness shall be deemed to be Incurred on the date of the related acquisition of assets from any Person or the date the acquired Person becomes a Subsidiary.

        "Additional Assets" means (i) any property or assets that replace the property or assets that are the subject of an Asset Disposition; (ii) any property or assets (other than Indebtedness and Capital Stock) used or to be used by the Company or a Restricted Subsidiary or otherwise useful in a Related

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Business (including any capital expenditures on any property or assets already so used); (iii) the Capital Stock of a Person that is engaged in a Related Business and becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by the Company or another Restricted Subsidiary; or (iv) Capital Stock of any Person that at such time is a Restricted Subsidiary acquired from a third party.

        "Affiliate" of any specified Person means any other Person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, "control" when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing.

        "Asset Disposition" means any sale, lease, transfer or other disposition of shares of Capital Stock of a Restricted Subsidiary (other than directors' qualifying shares, or (in the case of a Foreign Subsidiary) to the extent required by applicable law), property or other assets (each referred to for the purposes of this definition as a "disposition") by the Company or any of its Restricted Subsidiaries (including any disposition by means of a merger, consolidation or similar transaction) other than (i) a disposition to the Company or a Restricted Subsidiary, (ii) a disposition in the ordinary course of business, (iii) a disposition of Cash Equivalents or Temporary Cash Investments, (iv) the sale or discount (with or without recourse, and on customary or commercially reasonable terms) of accounts receivable or notes receivable arising in the ordinary course of business, or the conversion or exchange of accounts receivable for notes receivable, (v) any Restricted Payment Transaction, (vi) a disposition that is governed by the provisions described under "—Merger and Consolidation," (vii) any Financing Disposition, (viii) any "fee in lieu" or other disposition of assets to any Governmental Authority that continue in use by the Company or any Restricted Subsidiary, so long as the Company or any Restricted Subsidiary may obtain title to such assets upon reasonable notice by paying a nominal fee, (ix) any exchange of property pursuant to or intended to qualify under Section 1031 (or any successor section) of the Code, or any exchange of equipment to be leased, rented or otherwise used in a Related Business, (x) any financing transaction with respect to property built or acquired by the Company or any Restricted Subsidiary after the Effective Date, including without limitation any sale/leaseback transaction or asset securitization, (xi) any disposition arising from foreclosure, condemnation or similar action with respect to any property or other assets, or exercise of termination rights under any lease, license, concession or other agreement or pursuant to buy/sell arrangements under any joint venture or similar agreement or arrangement, (xii) any disposition of Capital Stock, Indebtedness or other securities of an Unrestricted Subsidiary, (xiii) a disposition of Capital Stock of a Restricted Subsidiary pursuant to an agreement or other obligation with or to a Person (other than the Company or a Restricted Subsidiary) from whom such Restricted Subsidiary was acquired, or from whom such Restricted Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), entered into in connection with such acquisition, (xiv) a disposition of not more than 5.00% of the outstanding Capital Stock of a Foreign Subsidiary that has been approved by the Board of Directors, (xv) any disposition or series of related dispositions for aggregate consideration not to exceed $25.0 million, (xvi) the abandonment or other disposition of patents, trademarks or other intellectual property that are, in the reasonable judgment of the Company, no longer economically practicable to maintain or useful in the conduct of the business of the Company and its Subsidiaries taken as a whole, (xvii) any license, sublicense or other grant of right-to-use of any trademark, copyright, patent or other intellectual property, (xviii) any disposition arising from foreclosure or similar action with respect to any property or assets subject to a Municipal Contract Lien or (xix) the conversion of any Restricted Subsidiary into a Related Professional Corporation in a manner consistent with past practices on or prior to the Effective Date or in the ordinary course of business, including the entry into applicable Related Corporation Contracts in connection therewith.

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        "Bank Products Agreement" means any agreement pursuant to which a bank or other financial institution agrees to provide (a) treasury services, (b) credit card, merchant card, purchasing card or stored value card services (including, without limitation, the processing of payments and other administrative services with respect thereto), (c) cash management services (including, without limitation, controlled disbursements, automated clearinghouse transactions, return items, netting, overdrafts, depository, lockbox, stop payment, electronic funds transfer, information reporting, wire transfer and interstate depository network services) and (d) other banking products or services as may be requested by any Restricted Subsidiary (other than letters of credit and other than loans and advances except indebtedness arising from services described in clauses (a) through (c) of this definition).

        "Bank Products Obligations" of any Person means the obligations of such Person pursuant to any Bank Products Agreement.

        "Board of Directors" means, for any Person, the board of directors or other governing body of such Person or, if such Person does not have such a board of directors or other governing body and is owned or managed by a single entity, the Board of Directors of such entity, or, in either case, any committee thereof duly authorized to act on behalf of such Board of Directors. Unless otherwise provided, "Board of Directors" means the Board of Directors of the Company.

        "Borrowing Base" means the sum of (1) 80.0% of the book value of Inventory of the Company and its Restricted Subsidiaries, (2) 85.0% of the book value of Receivables of the Company and its Restricted Subsidiaries, and (3) cash, Cash Equivalents and Temporary Cash Investments of the Company and its Restricted Subsidiaries (in each case, determined as of the end of the most recently ended fiscal month of the Company for which internal consolidated financial statements of the Company are available, and, in the case of any determination relating to any Incurrence of Indebtedness, on a pro forma basis including (x) any property or assets of a type described above acquired since the end of such fiscal month and (y) any property or assets of a type described above being acquired in connection therewith).

        "Business Day" means a day other than a Saturday, Sunday or other day on which commercial banking institutions are authorized or required by law to close in New York City (or any other city in which a Paying Agent maintains its office).

        "Capital Market Indebtedness" means any series of capital market Indebtedness with an aggregate principal amount outstanding in excess of $150.0 million.

        "Capital Stock" of any Person means any and all shares of, rights to purchase, warrants or options for, or other equivalents of or interests in (however designated) equity of such Person, including any Preferred Stock, but excluding any debt securities convertible into such equity.

        "Capitalized Lease Obligation" means an obligation that is required to be classified and accounted for as a capitalized lease for financial reporting purposes in accordance with GAAP. The Stated Maturity of any Capitalized Lease Obligation shall be the date of the last payment of rent or any other amount due under the related lease.

        "Captive Insurance Subsidiary" means any Subsidiary of the Company that is subject to regulation as an insurance company (or any Subsidiary thereof), including EMCA Insurance Company Ltd.

        "Cash Equivalents" means any of the following: (a) money, (b) securities issued or fully guaranteed or insured by the United States of America or a member state of the European Union or any agency or instrumentality of any thereof, (c) time deposits, certificates of deposit or bankers' acceptances of (i) any bank or other institutional lender under any Senior Credit Facility or any affiliate thereof or (ii) any commercial bank having capital and surplus in excess of $500.0 million (or the foreign currency equivalent thereof as of the date of such investment) and the commercial paper of the

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holding company of which is rated at least A-2 or the equivalent thereof by S&P or at least P-2 or the equivalent thereof by Moody's (or if at such time neither is issuing ratings, then a comparable rating of another nationally recognized rating agency), (d) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (b) and (c) above entered into with any financial institution meeting the qualifications specified in clause (c) above, (e) money market instruments, commercial paper or other short-term obligations rated at least A-2 or the equivalent thereof by S&P or at least P-2 or the equivalent thereof by Moody's (or if at such time neither is issuing ratings, then a comparable rating of another nationally recognized rating agency), (f) investments in money market funds subject to the risk limiting conditions of Rule 2a-7 or any successor rule of the SEC under the Investment Company Act of 1940, as amended, (g) investments similar to any of the foregoing denominated in foreign currencies approved by the Board of Directors, and (h) solely with respect to any Captive Insurance Subsidiary, any investment that person is permitted to make in accordance with applicable law.

        "CD&R" means Clayton, Dubilier & Rice, LLC and any successor in interest thereto, and any successor to its investment management business.

        "CD&R Fund VIII" means Clayton, Dubilier & Rice Fund VIII, L.P., a Cayman Islands exempted limited partnership, and any successor in interest thereto.

        "CD&R Indemnification Agreement" means the Indemnification Agreement, to be dated as of the Effective Date, among CDRT Parent, the Company, CD&R Fund VIII, CD&R EMS Co-Investor, L.P., a Cayman Islands exempted limited partnership, CD&R Advisor Fund VIII Co-Investor, L.P., a Cayman Islands exempted limited partnership, CD&R Friends & Family Fund VIII, L.P., a Cayman Islands exempted partnership and CD&R, as amended, supplemented, waived or otherwise modified from time to time.

        "CD&R Investors" means, collectively, (i) CD&R Fund VIII, (ii) CD&R Friends & Family Fund VIII, L.P., a Cayman Islands exempted limited partnership, and any successor in interest thereto, (iii) CD&R Advisor Fund VIII Co-Investor, L.P., a Cayman Islands exempted limited partnership, and any successor in interest thereto, (iv) CD&R EMS Co-Investor, L.P., a Cayman Islands exempted limited partnership, and any successor in interest thereto, and (v) any Affiliate of any CD&R Investor identified in clauses (i) through (iv) of this definition.

        "CDRT Parent" means CDRT Holding Corporation, a Delaware corporation, and any successor in interest thereto.

        "CHAMPVA" shall have the meaning assigned thereto in the Senior ABL Agreement, as in effect on the Effective Date.

        "Code" means the Internal Revenue Code of 1986, as amended from time to time.

        "Commodities Agreement" means, in respect of a Person, any commodity futures contract, forward contract, option or similar agreement or arrangement (including derivative agreements or arrangements), as to which such Person is a party or beneficiary.

        "Company" means (i) MergerSub, until the Merger, and thereafter (ii) EMSC, and any successor in interest thereto.

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        "Consolidated Coverage Ratio" as of any date of determination means the ratio of (i) the aggregate amount of Consolidated EBITDA for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination for which consolidated financial statements of the Company are available to (ii) Consolidated Interest Expense for such four fiscal quarters (in each of the foregoing clauses (i) and (ii), determined for any fiscal quarter (or portion thereof) ending prior to the Effective Date, on a pro forma basis to give effect to the Merger as if it had occurred at the beginning of such four-quarter period); provided that

        (1)   if, since the beginning of such period, the Company or any Restricted Subsidiary has Incurred any Indebtedness that remains outstanding on such date of determination or if the transaction giving rise to the need to calculate the Consolidated Coverage Ratio is an Incurrence of Indebtedness, Consolidated EBITDA and Consolidated Interest Expense for such period shall be calculated after giving effect on a pro forma basis to such Indebtedness as if such Indebtedness had been Incurred on the first day of such period (except that in making such computation, the amount of Indebtedness under any revolving credit facility outstanding on the date of such calculation shall be computed based on (A) the average daily balance of such Indebtedness during such four fiscal quarters or such shorter period for which such facility was outstanding or (B) if such facility was created after the end of such four fiscal quarters, the average daily balance of such Indebtedness during the period from the date of creation of such facility to the date of such calculation),

        (2)   if, since the beginning of such period, the Company or any Restricted Subsidiary has repaid, repurchased, redeemed, defeased or otherwise acquired, retired or discharged any Indebtedness that is no longer outstanding on such date of determination (each, a "Discharge") or if the transaction giving rise to the need to calculate the Consolidated Coverage Ratio involves a Discharge of Indebtedness (in each case other than Indebtedness Incurred under any revolving credit facility unless such Indebtedness has been permanently repaid), Consolidated EBITDA and Consolidated Interest Expense for such period shall be calculated after giving effect on a pro forma basis to such Discharge of such Indebtedness, including with the proceeds of such new Indebtedness, as if such Discharge had occurred on the first day of such period,

        (3)   if, since the beginning of such period, the Company or any Restricted Subsidiary shall have disposed of any company, any business or any group of assets constituting an operating unit of a business (any such disposition, a "Sale"), the Consolidated EBITDA for such period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the assets that are the subject of such Sale for such period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for such period and Consolidated Interest Expense for such period shall be reduced by an amount equal to (A) the Consolidated Interest Expense attributable to any Indebtedness of the Company or any Restricted Subsidiary repaid, repurchased, redeemed, defeased or otherwise acquired, retired or discharged with respect to the Company and its continuing Restricted Subsidiaries in connection with such Sale for such period (including but not limited to through the assumption of such Indebtedness by another Person) plus (B) if the Capital Stock of any Restricted Subsidiary is sold, the Consolidated Interest Expense for such period attributable to the Indebtedness of such Restricted Subsidiary to the extent the Company and its continuing Restricted Subsidiaries are no longer liable for such Indebtedness after such Sale,

        (4)   if, since the beginning of such period, the Company or any Restricted Subsidiary (by merger, consolidation or otherwise) shall have made an Investment in any Person that thereby becomes a Restricted Subsidiary, or otherwise acquired any company, any business or any group of assets constituting an operating unit of a business, including any such Investment or acquisition occurring in connection with a transaction causing a calculation to be made hereunder (any such Investment or acquisition, a "Purchase"), Consolidated EBITDA and Consolidated Interest

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Expense for such period shall be calculated after giving pro forma effect thereto (including the Incurrence of any related Indebtedness) as if such Purchase occurred on the first day of such period, and

        (5)   if, since the beginning of such period, any Person became a Restricted Subsidiary or was merged or consolidated with or into the Company or any Restricted Subsidiary, and since the beginning of such period such Person shall have Discharged any Indebtedness or made any Sale or Purchase that would have required an adjustment pursuant to clause (2), (3) or (4) above if made by the Company or a Restricted Subsidiary since the beginning of such period, Consolidated EBITDA and Consolidated Interest Expense for such period shall be calculated after giving pro forma effect thereto as if such Discharge, Sale or Purchase occurred on the first day of such period.

        For purposes of this definition, whenever pro forma effect is to be given to any Sale, Purchase or other transaction, or the amount of income or earnings relating thereto and the amount of Consolidated Interest Expense associated with any Indebtedness Incurred or repaid, repurchased, redeemed, defeased or otherwise acquired, retired or discharged in connection therewith, the pro forma calculations in respect thereof (including without limitation in respect of anticipated cost savings or synergies relating to any such Sale, Purchase or other transaction) shall be as determined in good faith by the Chief Financial Officer or an authorized Officer of the Company; provided that with respect to cost savings or synergies relating to any Sale, Purchase or other transaction, the related actions are expected by the Company to be taken no later than 18 months after the date of determination. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest expense on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Interest Rate Agreement applicable to such Indebtedness). If any Indebtedness bears, at the option of the Company or a Restricted Subsidiary, a rate of interest based on a prime or similar rate, a eurocurrency interbank offered rate or other fixed or floating rate, and such Indebtedness is being given pro forma effect, the interest expense on such Indebtedness shall be calculated by applying such optional rate as the Company or such Restricted Subsidiary may designate. If any Indebtedness that is being given pro forma effect was Incurred under a revolving credit facility, the interest expense on such Indebtedness shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate determined in good faith by a responsible financial or accounting officer of the Company to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

        "Consolidated EBITDA" means, for any period, the Consolidated Net Income for such period, plus (x) the following to the extent deducted in calculating such Consolidated Net Income, without duplication: (i) provision for all taxes (whether or not paid, estimated or accrued) based on income, profits or capital (including penalties and interest, if any), (ii) Consolidated Interest Expense and any Special Purpose Financing Fees, (iii) depreciation, (iv) amortization (including but not limited to amortization of goodwill and intangibles and amortization and write-off of financing costs), (v) any non-cash charges or non-cash losses, (vi) any expenses or charges related to any Equity Offering, Investment or Indebtedness permitted by the Indenture (whether or not consummated or incurred, and including any offering or sale of Capital Stock to the extent the proceeds thereof were intended to be contributed to the equity capital of the Company or its Restricted Subsidiaries), (vii) the amount of any loss attributable to non-controlling interests, (viii) all deferred financing costs written off and premiums paid in connection with any early extinguishment of Hedging Obligations or other derivative instruments, and (ix) any management, monitoring, consulting and advisory fees and related expenses paid to any of CD&R and its Affiliates, plus (y) the amount of net cost savings projected by the Company in good faith to be realized as the result of actions taken or to be taken on or prior to the date that is 12 months after the Effective Date, or 12 months after the consummation of any

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operational change, respectively, and prior to or during such period (calculated on a pro forma basis as though such cost savings had been realized on the first day of such period), net of the amount of actual benefits realized during such period from such actions (which adjustments shall not be duplicative of pro forma adjustments made pursuant to the proviso to the definition of "Consolidated Coverage Ratio" or "Consolidated Secured Leverage Ratio").

        "Consolidated Interest Expense" means, for any period, (i) the total interest expense of the Company and its Restricted Subsidiaries to the extent deducted in calculating Consolidated Net Income, net of any interest income of the Company and its Restricted Subsidiaries, including without limitation, any such interest expense consisting of (A) interest expense attributable to Capitalized Lease Obligations, (B) amortization of debt discount, (C) interest in respect of Indebtedness of any other Person that has been Guaranteed by the Company or any Restricted Subsidiary, but only to the extent that such interest is actually paid by the Company or any Restricted Subsidiary, (D) non-cash interest expense, (E) the interest portion of any deferred payment obligation, and (F) commissions, discounts and other fees and charges owed with respect to letters of credit and bankers' acceptance financing, plus (ii) Preferred Stock dividends paid in cash in respect of Disqualified Stock of the Company held by Persons other than the Company or a Restricted Subsidiary, and minus (iii) to the extent otherwise included in such interest expense referred to in clause (i) above, amortization or write-off of financing costs, in each case under clauses (i) through (iii) above as determined on a Consolidated basis in accordance with GAAP; provided that gross interest expense shall be determined after giving effect to any net payments made or received by the Company and its Restricted Subsidiaries with respect to Interest Rate Agreements.

        "Consolidated Net Income" means, for any period, the net income (loss) of the Company and its Restricted Subsidiaries, determined on a Consolidated basis in accordance with GAAP and before any reduction in respect of Preferred Stock dividends; provided that there shall not be included in such Consolidated Net Income:

          (i)  any net income (loss) of any Person if such Person is not the Company or a Restricted Subsidiary, except that (A) the Company's or any Restricted Subsidiary's equity in the net income of any such Person for such period shall be included in such Consolidated Net Income up to the aggregate amount actually distributed by such Person during such period to the Company or a Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution to a Restricted Subsidiary, to the limitations contained in clause (ii) below) and (B) the Company's or any Restricted Subsidiary's equity in the net loss of such Person shall be included to the extent of the aggregate Investment of the Company or any of its Restricted Subsidiaries in such Person,

         (ii)  solely for purposes of determining the amount available for Restricted Payments under clause (a)(3)(A) of the covenant described under "—Certain Covenants—Limitation on Restricted Payments," any net income (loss) of any Restricted Subsidiary that is not a Subsidiary Guarantor if such Restricted Subsidiary is subject to restrictions, directly or indirectly, on the payment of dividends or the making of similar distributions by such Restricted Subsidiary, directly or indirectly, to the Company by operation of the terms of such Restricted Subsidiary's charter or any agreement, instrument, judgment, decree, order, statute or governmental rule or regulation applicable to such Restricted Subsidiary or its stockholders (other than (x) restrictions that have been waived or otherwise released, (y) restrictions pursuant to the Notes or the Indenture, and (z) restrictions in effect on the Effective Date with respect to a Restricted Subsidiary and other restrictions with respect to such Restricted Subsidiary that taken as a whole are not materially less favorable to the Noteholders than such restrictions in effect on the Effective Date as determined by the Company in good faith), except that (A) the Company's equity in the net income of any such Restricted Subsidiary for such period shall be included in such Consolidated Net Income up to the aggregate amount of any dividend or distribution that was or that could have been made by

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such Restricted Subsidiary during such period to the Company or another Restricted Subsidiary (subject, in the case of a dividend that could have been made to another Restricted Subsidiary, to the limitation contained in this clause (ii)) and (B) the net loss of such Restricted Subsidiary shall be included to the extent of the aggregate Investment of the Company or any of its other Restricted Subsidiaries in such Restricted Subsidiary,

        (iii)  any gain or loss realized upon the sale or other disposition of any asset of the Company or any Restricted Subsidiary (including pursuant to any sale/leaseback transaction) that is not sold or otherwise disposed of in the ordinary course of business (as determined in good faith by the Board of Directors),

        (iv)  any item classified as an extraordinary, unusual or nonrecurring gain, loss or charge (including fees, expenses and charges associated with the Transactions and any acquisition, merger or consolidation after the Effective Date),

         (v)  the cumulative effect of a change in accounting principles,

        (vi)  all deferred financing costs written off and premiums paid in connection with any early extinguishment of Indebtedness,

       (vii)  any unrealized gains or losses in respect of Hedge Agreements,

      (viii)  any unrealized foreign currency transaction gains or losses in respect of Indebtedness of any Person denominated in a currency other than the functional currency of such Person,

        (ix)  any non-cash compensation charge arising from any grant of stock, stock options or other equity based awards,

         (x)  to the extent otherwise included in Consolidated Net Income, any unrealized foreign currency translation or transaction gains or losses in respect of Indebtedness or other obligations of the Company or any Restricted Subsidiary owing to the Company or any Restricted Subsidiary,

        (xi)  any non-cash charge, expense or other impact attributable to application of the purchase or recapitalization method of accounting (including the total amount of depreciation and amortization, cost of sales or other non-cash expense resulting from the write-up of assets to the extent resulting from such purchase or recapitalization accounting adjustments), and

       (xii)  expenses related to the conversion of various employee benefit programs in connection with the Transactions, and non-cash compensation related expenses.

        In the case of any unusual or nonrecurring gain, loss or charge not included in Consolidated Net Income pursuant to clause (iv) above in any determination thereof, the Company will deliver an Officer's Certificate to the Trustee promptly after the date on which Consolidated Net Income is so determined, setting forth the nature and amount of such unusual or nonrecurring gain, loss or charge. Notwithstanding the foregoing, for the purpose of clause (a)(3)(A) of the covenant described under "—Certain Covenants—Limitation on Restricted Payments" only, there shall be excluded from Consolidated Net Income, without duplication, any income consisting of dividends, repayments of loans or advances or other transfers of assets from Unrestricted Subsidiaries to the Company or a Restricted Subsidiary, and any income consisting of return of capital, repayment or other proceeds from dispositions or repayments of Investments consisting of Restricted Payments, in each case to the extent such income would be included in Consolidated Net Income and such related dividends, repayments, transfers, return of capital or other proceeds are applied by the Company to increase the amount of Restricted Payments permitted under such covenant pursuant to clause (a)(3)(C) or (D) thereof.

        In addition, Consolidated Net Income for any period ending on or prior to the Effective Date shall be determined based upon the net income (loss) reflected in the consolidated financial statements of EMSC for such period; and each Person that is a Restricted Subsidiary upon giving effect to the

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Transactions shall be deemed to be a Restricted Subsidiary and the Transactions shall not constitute a sale or disposition under clause (iii) above, for purposes of such determination.

        "Consolidated Secured Indebtedness" means, as of any date of determination, an amount equal to the Consolidated Total Indebtedness as of such date that in each case is then secured by Liens on property or assets of the Company and its Restricted Subsidiaries (other than property or assets held in a defeasance or similar trust or arrangement for the benefit of the Indebtedness secured thereby).

        "Consolidated Secured Leverage Ratio" means, as of any date of determination, the ratio of (i) Consolidated Secured Indebtedness as at such date (after giving effect to any Incurrence or Discharge of Indebtedness on such date) to (ii) the aggregate amount of Consolidated EBITDA for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination for which consolidated financial statements of the Company are available (determined, for any fiscal quarter (or portion thereof) ending prior to the Effective Date, on a pro forma basis to give effect to the Merger as if it had occurred at the beginning of such four-quarter period), provided that:

        (1)   if, since the beginning of such period, the Company or any Restricted Subsidiary shall have made a Sale, the Consolidated EBITDA for such period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the assets that are the subject of such Sale for such period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for such period;

        (2)   if, since the beginning of such period, the Company or any Restricted Subsidiary (by merger, consolidation or otherwise) shall have made a Purchase (including any Purchase occurring in connection with a transaction causing a calculation to be made hereunder), Consolidated EBITDA for such period shall be calculated after giving pro forma effect thereto as if such Purchase occurred on the first day of such period; and

        (3)   if, since the beginning of such period, any Person became a Restricted Subsidiary or was merged or consolidated with or into the Company or any Restricted Subsidiary, and since the beginning of such period such Person shall have made any Sale or Purchase that would have required an adjustment pursuant to clause (1) or (2) above if made by the Company or a Restricted Subsidiary since the beginning of such period, Consolidated EBITDA for such period shall be calculated after giving pro forma effect thereto as if such Sale or Purchase occurred on the first day of such period.

        For purposes of this definition, whenever pro forma effect is to be given to any Sale, Purchase or other transaction, or the amount of income or earnings relating thereto, the pro forma calculations in respect thereof (including, without limitation, in respect of anticipated cost savings or synergies relating to any such Sale, Purchase or other transaction) shall be as determined in good faith by the Chief Financial Officer or another authorized Officer of the Company; provided that with respect to cost savings or synergies relating to any Sale, Purchase or other transaction, the related actions are expected by the Company to be taken no later than 18 months after the date of determination.

        "Consolidated Total Assets" means, as of any date of determination, the total assets in each case of the Company and its Restricted Subsidiaries as at the end of the most recently ended fiscal quarter of the Company for which such financial statements of the Company and its Restricted Subsidiaries are available, determined on a Consolidated basis in accordance with GAAP (and, in the case of any determination relating to any Incurrence of Indebtedness or any Investment, on a pro forma basis including any property or assets being acquired in connection therewith).

        "Consolidated Total Indebtedness" means, as of any date of determination, an amount equal to (i) the aggregate principal amount of outstanding Indebtedness of the Company and its Restricted Subsidiaries as of such date consisting of (without duplication) Indebtedness for borrowed money

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(including Purchase Money Obligations and unreimbursed outstanding drawn amounts under funded letters of credit); Capitalized Lease Obligations; debt obligations evidenced by bonds, debentures, notes or similar instruments; Disqualified Stock; and (in the case of any Restricted Subsidiary that is not a Subsidiary Guarantor) Preferred Stock, determined on a Consolidated basis in accordance with GAAP (excluding items eliminated in Consolidation, and for the avoidance of doubt, excluding Hedging Obligations) minus (ii) the sum of (A) the amount of such Indebtedness consisting of Indebtedness of a type referred to in, or Incurred pursuant to, clause (b)(ix) of the covenant described under "—Certain Covenants—Limitation on Indebtedness" and (B) cash, Cash Equivalents and Temporary Cash Investments held by the Company and its Restricted Subsidiaries as of the end of the most recent four consecutive fiscal quarters ending prior to the date of such determination for which consolidated financial statements of the Company are available.

        "Consolidation" means the consolidation of the accounts of each of the Restricted Subsidiaries with those of the Company in accordance with GAAP; provided that "Consolidation" will not include consolidation of the accounts of any Unrestricted Subsidiary, but the interest of the Company or any Restricted Subsidiary in any Unrestricted Subsidiary will be accounted for as an investment. The term "Consolidated" has a correlative meaning. For purposes of the Indenture for periods ending on or prior to the Effective Date, references to the consolidated financial statements of the Company shall be to the consolidated financial statements of EMSC (with Subsidiaries of EMSC being deemed Subsidiaries of the Company), as the context may require.

        "Contribution Amounts" means the aggregate amount of capital contributions applied by the Company to permit the Incurrence of Contribution Indebtedness pursuant to clause (b)(xi) of the covenant described under "—Certain Covenants—Limitation on Indebtedness."

        "Contribution Indebtedness" means Indebtedness of the Company or any Restricted Subsidiary in an aggregate principal amount not greater than the aggregate amount of cash contributions (other than Excluded Contributions, the proceeds from the issuance of Disqualified Stock or contributions by the Company or any Restricted Subsidiary) made to the capital of the Company or such Restricted Subsidiary after the Effective Date (whether through the issuance or sale of Capital Stock or otherwise); provided that such Contribution Indebtedness (a) is Incurred within 180 days after the making of the related cash contribution and (b) is so designated as Contribution Indebtedness pursuant to an Officer's Certificate on the date of Incurrence thereof.

        "Credit Facilities" means one or more of (i) the Senior Term Facility, (ii) the Senior ABL Facility, and (iii) any other facilities or arrangements designated by the Company, in each case with one or more banks or other lenders or institutions providing for revolving credit loans, term loans, receivables or inventory financings (including without limitation through the sale of receivables or inventory to such institutions or to special purpose entities formed to borrow from such institutions against such receivables or inventory or the creation of any Liens in respect of such receivables or inventory in favor of such institutions), letters of credit or other Indebtedness, in each case, including all agreements, instruments and documents executed and delivered pursuant to or in connection with any of the foregoing, including but not limited to any notes and letters of credit issued pursuant thereto and any guarantee and collateral agreement, patent and trademark security agreement, mortgages or letter of credit applications and other guarantees, pledge agreements, security agreements and collateral documents, in each case as the same may be amended, supplemented, waived or otherwise modified from time to time, or refunded, refinanced, restructured, replaced, renewed, repaid, increased or extended from time to time (whether in whole or in part, whether with the original banks, lenders or institutions or other banks, lenders or institutions or otherwise, and whether provided under any original Credit Facility or one or more other credit agreements, indentures, financing agreements or other Credit Facilities or otherwise). Without limiting the generality of the foregoing, the term "Credit Facility" shall include any agreement (i) changing the maturity of any Indebtedness Incurred thereunder or contemplated thereby, (ii) adding Subsidiaries as additional borrowers or guarantors

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thereunder, (iii) increasing the amount of Indebtedness Incurred thereunder or available to be borrowed thereunder or (iv) otherwise altering the terms and conditions thereof.

        "Credit Facility Indebtedness" means any and all amounts, whether outstanding on the Effective Date or thereafter Incurred, payable under or in respect of any Credit Facility, including without limitation principal, premium (if any), interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company or any Restricted Subsidiary whether or not a claim for post-filing interest is allowed in such proceedings), fees, charges, expenses, reimbursement obligations, guarantees, other monetary obligations of any nature and all other amounts payable thereunder or in respect thereof.

        "Currency Agreement" means, in respect of a Person, any foreign exchange contract, currency swap agreement or other similar agreement or arrangements (including derivative agreements or arrangements), as to which such Person is a party or a beneficiary.

        "Default" means any event or condition that is, or after notice or passage of time or both would be, an Event of Default.

        "Designated Noncash Consideration" means the Fair Market Value of noncash consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Disposition that is so designated as Designated Noncash Consideration pursuant to an Officer's Certificate, setting forth the basis of such valuation.

        "Designated Senior Indebtedness" means with respect to a Person (i) the Credit Facility Indebtedness under or in respect of the Senior Credit Facilities and (ii) any other Senior Indebtedness of such Person that, at the date of determination, has an aggregate principal amount equal to or under which, at the date of determination, the holders thereof are committed to lend up to, at least $25.0 million and is specifically designated by such Person in an agreement or instrument evidencing or governing such Senior Indebtedness as "Designated Senior Indebtedness" for purposes of the Indenture.

        "Disinterested Directors" means, with respect to any Affiliate Transaction, one or more members of the Board of Directors of the Company, or one or more members of the Board of Directors of a Parent, having no material direct or indirect financial interest in or with respect to such Affiliate Transaction. A member of any such Board of Directors shall not be deemed to have such a financial interest by reason of such member's holding Capital Stock of the Company or any Parent or any options, warrants or other rights in respect of such Capital Stock.

        "Disqualified Stock" means, with respect to any Person, any Capital Stock (other than Management Stock) that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable or exercisable) or upon the happening of any event (other than following the occurrence of a Change of Control or other similar event described under such terms as a "change of control," or an Asset Disposition) (i) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise, (ii) is convertible or exchangeable for Indebtedness or Disqualified Stock or (iii) is redeemable at the option of the holder thereof (other than following the occurrence of a Change of Control or other similar event described under such terms as a "change of control," or an Asset Disposition), in whole or in part, in each case on or prior to the final Stated Maturity of the Notes; provided that Capital Stock issued to any employee benefit plan, or by any such plan to any employees of the Company or any Subsidiary, shall not constitute Disqualified Stock solely because it may be required to be repurchased or otherwise acquired or retired in order to satisfy applicable statutory or regulatory obligations.

        "Domestic Subsidiary" means any Restricted Subsidiary of the Company other than a Foreign Subsidiary.

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        "Effective Date" means the effective date of the Merger.

        "EMSC" means Emergency Medical Services Corporation, a Delaware corporation, and any successor in interest thereto.

        "EMSLP" means Emergency Medical Services L.P., a Delaware limited partnership, and any successor in interest thereto.

        "Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time.

        "Excluded Contribution" means Net Cash Proceeds, or the Fair Market Value of property or assets, received by the Company as capital contributions to the Company after the Effective Date or from the issuance or sale (other than to a Restricted Subsidiary) of Capital Stock (other than Disqualified Stock) of the Company, in each case to the extent designated as an Excluded Contribution pursuant to an Officer's Certificate of the Company and not previously included in the calculation set forth in clause (a)(3)(B)(x) of the covenant described under "—Certain Covenants—Limitation on Restricted Payments" for purposes of determining whether a Restricted Payment may be made.

        "Fair Market Value" means, with respect to any asset or property, the fair market value of such asset or property as determined in good faith by the Board of Directors, whose determination will be conclusive.

        "Financing Disposition" means any sale, transfer, conveyance or other disposition of, or creation or incurrence of any Lien on, property or assets by the Company or any Subsidiary thereof to or in favor of any Special Purpose Entity, or by any Special Purpose Subsidiary, in each case in connection with the Incurrence by a Special Purpose Entity of Indebtedness, or obligations to make payments to the obligor on Indebtedness, which may be secured by a Lien in respect of such property or assets.

        "Fixed GAAP Date" means the Issue Date, provided that at any time after the Effective Date, the Company may by prior written notice to the Trustee (with a copy of such notice sent concurrently by mail to all Holders, as their names and addresses appear in the Note Register) elect to change the Fixed GAAP Date to be the date specified in such notice, and upon the date of such notice, the Fixed GAAP Date shall be such date for all periods for which a Form 10-K or Form 10-Q was not required to be delivered pursuant to the covenant described under "—Certain Covenants—SEC Reports" prior to the date of such notice.

        "Fixed GAAP Terms" means (a) the definitions of the terms "Borrowing Base," "Capitalized Lease Obligation," "Consolidated Coverage Ratio," "Consolidated EBITDA," "Consolidated Interest Expense," "Consolidated Net Income," "Consolidated Secured Indebtedness," "Consolidated Secured Leverage Ratio," "Consolidated Total Assets," "Consolidated Total Indebtedness," "Consolidation," "Inventory" or "Receivables," (b) all defined terms in the Indenture to the extent used in or relating to any of the foregoing definitions, and all ratios and computations based on any of the foregoing definitions, and (c) any other term or provision of the Indenture or the Notes that, at the Company's election, may be specified by the Company by written notice to the Trustee from time to time.

        "Foreign Subsidiary" means (a) any Restricted Subsidiary of the Company that is not organized under the laws of the United States of America or any state thereof or the District of Columbia and any Restricted Subsidiary of such Foreign Subsidiary (including, for the avoidance of doubt, any Restricted Subsidiary of the Company which is organized and existing under the laws of Puerto Rico or any other territory of the United States of America) and (b) any Restricted Subsidiary of the Company that has no material assets other than securities or Indebtedness of one or more Foreign Subsidiaries (or Subsidiaries thereof), intellectual property relating to such Foreign Subsidiaries (or Subsidiaries thereof) and other assets (including cash, Cash Equivalents and Temporary Cash Investments) relating to an ownership interest in any such securities, Indebtedness, intellectual property or Subsidiaries.

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        "GAAP" means generally accepted accounting principles in the United States of America as in effect on the Fixed GAAP Date (for purposes of the Fixed GAAP Terms) and as in effect from time to time (for all other purposes of the Indenture), including those set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as approved by a significant segment of the accounting profession, and subject to the following sentence. If at any time the SEC permits or requires U.S. domiciled companies subject to the reporting requirements of the Exchange Act to use IFRS in lieu of GAAP for financial reporting purposes, the Company may elect by written notice to the Trustee (with a copy of such notice sent concurrently by mail to all Holders, as their names and addresses appear in the Note Register) to so use IFRS in lieu of GAAP and, upon any such notice, references herein to GAAP shall thereafter be construed to mean (a) for all periods for which a Form 10-K or Form 10-Q was not required to be delivered pursuant to the covenant described under "—Certain Covenants—SEC Reports" prior to the date of such notice, IFRS as in effect on the date specified in such notice (for purposes of the Fixed GAAP Terms) and as in effect from time to time (for all other purposes of the Indenture) and (b) for prior periods, GAAP as defined in the first sentence of this definition. All ratios and computations based on GAAP contained in the Indenture shall be computed in conformity with GAAP.

        "Governmental Authority" means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supranational bodies such as the European Union or the European Central Bank).

        "Guarantee" means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness or other obligation of any other Person; provided that the term "Guarantee" shall not include endorsements for collection or deposit in the ordinary course of business. The term "Guarantee" used as a verb has a corresponding meaning.

        "Guarantor Subordinated Obligations" means, with respect to a Subsidiary Guarantor, any Indebtedness of such Subsidiary Guarantor (whether outstanding on the Effective Date or thereafter Incurred) that is expressly subordinated in right of payment to the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee pursuant to a written agreement.

        "Hedge Agreements" means, collectively, Interest Rate Agreements, Currency Agreements and Commodities Agreements.

        "Hedging Obligations" of any Person means the obligations of such Person pursuant to any Interest Rate Agreement, Currency Agreement or Commodities Agreement.

        "Holder" or "Noteholder" means the Person in whose name a Note is registered in the Note Register.

        "Holdings" means CDRT Acquisition Corporation, a Delaware corporation, and any successor in interest thereto.

        "IFRS" means International Financial Reporting Standards and applicable accounting requirements set by the International Accounting Standards Board or any successor thereto (or the Financial Accounting Standards Board, the Accounting Principles Board of the American Institute of Certified Public Accountants, or any successor to either such Board, or the SEC, as the case may be), as in effect from time to time.

        "Incur" means issue, assume, enter into any Guarantee of, incur or otherwise become liable for; and the terms "Incurs," "Incurred" and "Incurrence" shall have a correlative meaning; provided that

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any Indebtedness or Capital Stock of a Person existing at the time such Person becomes a Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Subsidiary at the time it becomes a Subsidiary. Accrual of interest, the accretion of accreted value, the payment of interest in the form of additional Indebtedness, and the payment of dividends on Capital Stock constituting Indebtedness in the form of additional shares of the same class of Capital Stock, will not be deemed to be an Incurrence of Indebtedness. Any Indebtedness issued at a discount (including Indebtedness on which interest is payable through the issuance of additional Indebtedness) shall be deemed Incurred at the time of original issuance of the Indebtedness at the initial accreted amount thereof.

        "Indebtedness" means, with respect to any Person on any date of determination (without duplication):

          (i)  the principal of indebtedness of such Person for borrowed money;

         (ii)  the principal of obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;

        (iii)  all reimbursement obligations of such Person in respect of letters of credit, bankers' acceptances or other similar instruments (the amount of such obligations being equal at any time to the aggregate then undrawn and unexpired amount of such letters of credit, bankers' acceptances or other instruments plus the aggregate amount of drawings thereunder that have not then been reimbursed);

        (iv)  all obligations of such Person to pay the deferred and unpaid purchase price of property (except Trade Payables), which purchase price is due more than one year after the date of placing such property in final service or taking final delivery and title thereto;

         (v)  all Capitalized Lease Obligations of such Person;

        (vi)  the redemption, repayment or other repurchase amount of such Person with respect to any Disqualified Stock of such Person or (if such Person is a Subsidiary of the Company other than a Subsidiary Guarantor) any Preferred Stock of such Subsidiary, but excluding, in each case, any accrued dividends (the amount of such obligation to be equal at any time to the maximum fixed involuntary redemption, repayment or repurchase price for such Capital Stock, or if less (or if such Capital Stock has no such fixed price), to the involuntary redemption, repayment or repurchase price therefor calculated in accordance with the terms thereof as if then redeemed, repaid or repurchased, and if such price is based upon or measured by the fair market value of such Capital Stock, such fair market value shall be as determined in good faith by the Board of Directors or the board of directors or other governing body of the issuer of such Capital Stock);

       (vii)  all Indebtedness of other Persons secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person; provided that the amount of Indebtedness of such Person shall be the lesser of (A) the fair market value of such asset at such date of determination (as determined in good faith by the Company) and (B) the amount of such Indebtedness of such other Persons;

      (viii)  all Guarantees by such Person of Indebtedness of other Persons, to the extent so Guaranteed by such Person; and

        (ix)  to the extent not otherwise included in this definition, net Hedging Obligations of such Person (the amount of any such obligation to be equal at any time to the termination value of such agreement or arrangement giving rise to such Hedging Obligation that would be payable by such Person at such time).

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        The amount of Indebtedness of any Person at any date shall be determined as set forth above or otherwise provided in the Indenture, or otherwise shall equal the amount thereof that would appear as a liability on a balance sheet of such Person (excluding any notes thereto) prepared in accordance with GAAP.

        "Interest Rate Agreement" means, with respect to any Person, any interest rate protection agreement, future agreement, option agreement, swap agreement, cap agreement, collar agreement, hedge agreement or other similar agreement or arrangement (including derivative agreements or arrangements), as to which such Person is party or a beneficiary.

        "Inventory" means goods held for sale, lease or use by a Person in the ordinary course of business, net of any reserve for goods that have been segregated by such Person to be returned to the applicable vendor for credit, as determined in accordance with GAAP.

        "Investment" in any Person by any other Person means any direct or indirect advance, loan or other extension of credit (other than to customers, dealers, licensees, franchisees, suppliers, directors, officers or employees of any Person in the ordinary course of business) or capital contribution (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others) to, or any purchase or acquisition of Capital Stock, Indebtedness or other similar instruments issued by, such Person. For purposes of the definition of "Unrestricted Subsidiary" and the covenant described under "—Certain Covenants—Limitation on Restricted Payments" only, (i) "Investment" shall include the portion (proportionate to the Company's equity interest in such Subsidiary) of the Fair Market Value of the net assets of any Subsidiary of the Company at the time that such Subsidiary is designated an Unrestricted Subsidiary, provided that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Company shall be deemed to continue to have a permanent "Investment" in an Unrestricted Subsidiary in an amount (if positive) equal to (x) the Company's "Investment" in such Subsidiary at the time of such redesignation less (y) the portion (proportionate to the Company's equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such redesignation, and (ii) any property transferred to or from an Unrestricted Subsidiary shall be valued at its Fair Market Value at the time of such transfer. Guarantees shall not be deemed to be Investments. The amount of any Investment outstanding at any time shall be the original cost of such Investment, reduced (at the Company's option) by any dividend, distribution, interest payment, return of capital, repayment or other amount or value received in respect of such Investment; provided that to the extent that the amount of Restricted Payments outstanding at any time pursuant to paragraph (a) of the covenant described under "—Certain Covenants—Limitation on Restricted Payments" is so reduced by any portion of any such amount or value that would otherwise be included in the calculation of Consolidated Net Income, such portion of such amount or value shall not be so included for purposes of calculating the amount of Restricted Payments that may be made pursuant to paragraph (a) of the covenant described under "—Certain Covenants—Limitation on Restricted Payments."

        "Investment Grade Rating" means a rating of Baa3 or better by Moody's and BBB- or better by S&P (or, in either case, the equivalent of such rating by such organization), or an equivalent rating by any other Rating Agency.

        "Issue Date" means the first date on which Notes are issued.

        "Liabilities" means, collectively, any and all claims, obligations, liabilities, causes of action, actions, suits, proceedings, investigations, judgments, decrees, losses, damages, fees, costs and expenses (including without limitation interest, penalties and fees and disbursements of attorneys, accountants, investment bankers and other professional advisors), in each case whether incurred, arising or existing with respect to third parties or otherwise at any time or from time to time.

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        "Lien" means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof).

        "Management Advances" means (1) loans or advances made to directors, officers, employees or consultants of any Parent, the Company or any Restricted Subsidiary or to Related Physicians (x) in respect of travel, entertainment or moving related expenses incurred in the ordinary course of business, (y) in respect of moving related expenses incurred in connection with any closing or consolidation of any facility, or (z) in the ordinary course of business and (in the case of this clause (z)) not exceeding $5.0 million in the aggregate outstanding at any time, (2) promissory notes of Management Investors acquired in connection with the issuance of Management Stock to such Management Investors, (3) Management Guarantees, or (4) other Guarantees of borrowings by Management Investors in connection with the purchase of Management Stock, which Guarantees are permitted under the covenant described under "—Certain Covenants—Limitation on Indebtedness."

        "Management Guarantees" means guarantees (x) of up to an aggregate principal amount outstanding at any time of $20.0 million of borrowings by Management Investors in connection with their purchase of Management Stock or (y) made on behalf of, or in respect of loans or advances made to, directors, officers or employees of any Parent, the Company or any Restricted Subsidiary or to any Related Physicians (1) in respect of travel, entertainment and moving related expenses incurred in the ordinary course of business, or (2) in the ordinary course of business and (in the case of this clause (2)) not exceeding $5.0 million in the aggregate outstanding at any time.

        "Management Investors" means the officers, directors, employees and other members of the management of any Parent, the Company or any of their respective Subsidiaries, and Related Physicians, or family members or relatives of any of the foregoing (provided that, solely for purposes of the definition of "Permitted Holders," such relatives shall include only those Persons who are or become Management Investors in connection with estate planning for or inheritance from other Management Investors, as determined in good faith by the Company, which determination shall be conclusive), or trusts, partnerships or limited liability companies for the benefit of any of the foregoing, or any of their heirs, executors, successors and legal representatives, who at any date beneficially own or have the right to acquire, directly or indirectly, Capital Stock of the Company or any Parent.

        "Management Stock" means Capital Stock of the Company or any Parent (including any options, warrants or other rights in respect thereof) held by any of the Management Investors.

        "Medicaid" shall have the meaning assigned thereto in the Senior ABL Agreement, as in effect on the Effective Date.

        "Medicare" shall have the meaning assigned thereto in the Senior ABL Agreement, as in effect on the Effective Date.

        "Merger" means the merger of MergerSub with and into EMSC.

        "Merger Agreement" means that certain Agreement and Plan of Merger (together with the Company Disclosure Schedule (as defined in the Merger Agreement) and Parent Disclosure Schedule (as defined in the Merger Agreement) delivered in connection therewith) dated as of February 13, 2011 among Holdings, MergerSub and EMSC, as the same may be amended, modified and/or supplemented from time to time in accordance with the terms thereof.

        "Merger Documents" means, collectively, (i) the Merger Agreement and (ii) the Unitholders Agreement, dated as of February 13, 2011, among Holdings, MergerSub, EMSC, EMSLP, Onex Corporation, a corporation existing under the laws of Canada, and the limited partners of EMSLP party thereto.

        "MergerSub" means CDRT Merger Sub, Inc., a Delaware corporation, and any successor in interest thereto.

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        "Minority Business" means any business unit of the Company that represents less than 50% of the Consolidated EBITDA of the Company and its Restricted Subsidiaries for and as of the end of the last four fiscal quarters for which financial statements have been delivered pursuant to the covenant described under "—Certain Covenants—SEC Reports."

        "Minority Business Assets" means the assets of the Company and its Subsidiaries, including Capital Stock of Subsidiaries, that relate to or form part of a Minority Business.

        "Minority Business Disposition" means (i) any sale or other disposition of Capital Stock of any Minority Business Subsidiary (whether by issuance or sale of Capital Stock, merger, or otherwise) to one or more Persons (other than the Company or a Restricted Subsidiary) in any transaction or series of related transactions following the consummation of which such Minority Business Subsidiary is no longer a Restricted Subsidiary of the Company (excluding any Minority Business Offering) or (ii) any sale or other disposition of any assets of any Minority Business Subsidiary, including all or substantially all of the assets of any Minority Business Subsidiary, to one or more Persons (other than the Company or a Restricted Subsidiary) in any transaction or series of related transactions.

        "Minority Business Disposition Condition" means at any date of determination after giving effect to the Minority Business Disposition or Minority Business Offering, either (1) the Company could Incur at least $1.00 of Indebtedness pursuant to paragraph (a) of the covenant described under "—Limitation on Indebtedness" or (2) the Consolidated Coverage Ratio of the Company would equal or exceed the Consolidated Coverage Ratio of the Company immediately prior to giving effect thereto.

        "Minority Business Offering" means a public offering of Capital Stock of any Minority Business Subsidiary pursuant to a registration statement filed with the SEC.

        "Minority Business Subsidiary" means any of the Company's Subsidiaries and successors in interest thereto to the extent any of such Subsidiaries form part of the relevant Minority Business.

        "Moody's" means Moody's Investors Service, Inc., and its successors.

        "Municipal Contract Lien" means any Lien incurred in connection with any of the Company's or its Subsidiaries' contracts with Governmental Authorities, including municipalities, providing for emergency 911 ambulance services.

        "Net Available Cash" from an Asset Disposition means an amount equal to the cash payments received (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise, but only as and when received, but excluding any other consideration received in the form of assumption by the acquiring Person of Indebtedness or other obligations relating to the properties or assets that are the subject of such Asset Disposition or received in any other non-cash form) therefrom, in each case net of (i) all legal, title and recording tax expenses, commissions and other fees and expenses incurred, and all Federal, state, provincial, foreign and local taxes required to be paid or to be accrued as a liability under GAAP, as a consequence of such Asset Disposition (including as a consequence of any transfer of funds in connection with the application thereof in accordance with the covenant described under "—Certain Covenants—Limitation on Sales of Assets and Subsidiary Stock"), (ii) all payments made, and all installment payments required to be made, on any Indebtedness (x) that is secured by any assets subject to such Asset Disposition, in accordance with the terms of any Lien upon such assets, or (y) that must by its terms, or in order to obtain a necessary consent to such Asset Disposition, or by applicable law, be repaid out of the proceeds from such Asset Disposition, including but not limited to any payments required to be made to increase borrowing availability under any revolving credit facility, (iii) all distributions and other payments required to be made to minority interest holders in Subsidiaries or joint ventures as a result of such Asset Disposition, or to any other Person (other than the Company or a Restricted Subsidiary) owning a beneficial interest in the assets disposed of in such Asset Disposition, (iv) any liabilities or obligations associated with the assets disposed of in such Asset Disposition and retained,

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indemnified or insured by the Company or any Restricted Subsidiary after such Asset Disposition, including without limitation pension and other post-employment benefit liabilities, liabilities related to environmental matters, and liabilities relating to any indemnification obligations associated with such Asset Disposition, and (v) the amount of any purchase price or similar adjustment (x) claimed by any Person to be owed by the Company or any Restricted Subsidiary, until such time as such claim shall have been settled or otherwise finally resolved, or (y) paid or payable by the Company or any Restricted Subsidiary, in either case in respect of such Asset Disposition.

        "Net Cash Proceeds" means, with respect to any issuance or sale of any securities of the Company or any Subsidiary by the Company or any Subsidiary, or any capital contribution, means the cash proceeds of such issuance, sale, contribution or Incurrence net of attorneys' fees, accountants' fees, underwriters' or placement agents' fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with such issuance, sale, contribution or Incurrence and net of taxes paid or payable as a result thereof.

        "Obligations" means, with respect to any Indebtedness, any principal, premium (if any), interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company or any Restricted Subsidiary whether or not a claim for post-filing interest is allowed in such proceedings), fees, charges, expenses, reimbursement obligations, Guarantees of such Indebtedness (or of Obligations in respect thereof), other monetary obligations of any nature and all other amounts payable thereunder or in respect thereof.

        "Offering Memorandum" means the offering memorandum, dated May 25, 2011, relating to the sale of the Old Notes.

        "Officer" means, with respect to the Company or any other obligor upon the Notes, the Chairman of the Board, the President, the Chief Executive Officer, the Chief Financial Officer, any Vice President, the Controller, the Treasurer or the Secretary (a) of such Person or (b) if such Person is owned or managed by a single entity, of such entity (or any other individual designated as an "Officer" for the purposes of the Indenture by the Board of Directors).

        "Officer's Certificate" means, with respect to the Company or any other obligor upon the Notes, a certificate signed by one Officer of such Person.

        "Opinion of Counsel" means a written opinion from legal counsel who is reasonably acceptable to the Trustee. The counsel may be an employee of or counsel to the Company or the Trustee.

        "Parent" means any of CDRT Parent, Holdings, any Other Parent, and any other Person that is a Subsidiary of Holdings or any Other Parent and of which the Company is a Subsidiary. As used herein, "Other Parent" means a Person of which the Company becomes a Subsidiary after the Issue Date, provided that either (x) immediately after the Company first becomes a Subsidiary of such Person, more than 50.0% of the Voting Stock of such Person shall be held by one or more Persons that held more than 50.0% of the Voting Stock of a Parent of the Company immediately prior to the Company first becoming such Subsidiary or (y) such Person shall be deemed not to be an Other Parent for the purpose of determining whether a Change of Control shall have occurred by reason of the Company first becoming a Subsidiary of such Person.

        "Parent Expenses" means (i) costs (including all professional fees and expenses) incurred by any Parent in connection with maintaining its existence or in connection with its reporting obligations under, or in connection with compliance with, applicable laws or applicable rules of any governmental, regulatory or self-regulatory body or stock exchange, the Indenture or any other agreement or instrument relating to Indebtedness of the Company or any Restricted Subsidiary, including in respect of any reports filed with respect to the Securities Act, the Exchange Act or the respective rules and regulations promulgated thereunder, (ii) expenses incurred by any Parent in connection with the acquisition, development, maintenance, ownership, prosecution, protection and defense of its

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intellectual property and associated rights (including but not limited to trademarks, service marks, trade names, trade dress, patents, copyrights and similar rights, including registrations and registration or renewal applications in respect thereof; inventions, processes, designs, formulae, trade secrets, know-how, confidential information, computer software, data and documentation, and any other intellectual property rights; and licenses of any of the foregoing) to the extent such intellectual property and associated rights relate to the business or businesses of the Company or any Subsidiary thereof, (iii) indemnification obligations of any Parent owing to directors, officers, employees or other Persons under its charter or by-laws or pursuant to written agreements with or for the benefit of any such Person (including the CD&R Indemnification Agreement), or obligations in respect of director and officer insurance (including premiums therefor), (iv) other administrative and operational expenses of any Parent incurred in the ordinary course of business, and (v) fees and expenses incurred by any Parent in connection with any offering of Capital Stock or Indebtedness, (w) which offering is not completed, or (x) where the net proceeds of such offering are intended to be received by or contributed or loaned to the Company or a Restricted Subsidiary, or (y) in a prorated amount of such expenses in proportion to the amount of such net proceeds intended to be so received, contributed or loaned, or (z) otherwise on an interim basis prior to completion of such offering so long as any Parent shall cause the amount of such expenses to be repaid to the Company or the relevant Restricted Subsidiary out of the proceeds of such offering promptly if completed.

        "Patient Receivables" means, with respect to any Restricted Subsidiary, the patient accounts receivable of such Restricted Subsidiary existing or hereafter created, any and all rights to receive payments due on such accounts receivable from any Governmental Authority payor under or in respect of such accounts receivable (including, without limitation, Medicare, Medicaid, CHAMPVA and TRICARE), and all proceeds of or in any way derived, whether directly or indirectly, from any of the foregoing (including, without limitation, all interest, finance charges and other amounts payable by any Governmental Authority, directly or indirectly, in respect thereof).

        "Permitted Holder" means any of the following: (i) any of the CD&R Investors; (ii) any of the Management Investors, CD&R and their respective Affiliates; (iii) any investment fund or vehicle managed, sponsored or advised by CD&R or any Affiliate thereof, and any Affiliate of or successor to any such investment fund or vehicle; (iv) any limited or general partners of, or other investors in, any CD&R Investor or any Affiliate thereof, or any such investment fund or vehicle; and (v) any Person acting in the capacity of an underwriter (solely to the extent that and for so long as such Person is acting in such capacity) in connection with a public or private offering of Capital Stock of any Parent or the Company. In addition, any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) whose status as a "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) constitutes or results in a Change of Control in respect of which a Change of Control Offer is made in accordance with the requirements of the Indenture, together with its Affiliates, shall thereafter constitute Permitted Holders.

        "Permitted Investment" means an Investment by the Company or any Restricted Subsidiary in, or consisting of, any of the following:

          (i)  a Restricted Subsidiary, the Company, or a Person that will, upon the making of such Investment, become a Restricted Subsidiary (and any Investment held by such Person that was not acquired by such Person in contemplation of so becoming a Restricted Subsidiary);

         (ii)  another Person if as a result of such Investment such other Person is merged or consolidated with or into, or transfers or conveys all or substantially all its assets to, or is liquidated into, the Company or a Restricted Subsidiary (and, in each case, any Investment held by such other Person that was not acquired by such Person in contemplation of such merger, consolidation or transfer);

        (iii)  Temporary Cash Investments or Cash Equivalents;

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        (iv)  receivables owing to the Company or any Restricted Subsidiary, if created or acquired in the ordinary course of business;

         (v)  any securities or other Investments received as consideration in, or retained in connection with, sales or other dispositions of property or assets, including Asset Dispositions made in compliance with the covenant described under "—Certain Covenants—Limitation on Sales of Assets and Subsidiary Stock";

        (vi)  securities or other Investments received in settlement of debts created in the ordinary course of business and owing to, or of other claims asserted by, the Company or any Restricted Subsidiary, or as a result of foreclosure, perfection or enforcement of any Lien, or in satisfaction of judgments, including in connection with any bankruptcy proceeding or other reorganization of another Person;

       (vii)  Investments in existence or made pursuant to legally binding written commitments in existence on the Effective Date;

      (viii)  Currency Agreements, Interest Rate Agreements, Commodities Agreements and related Hedging Obligations, which obligations are Incurred in compliance with the covenant described under "—Certain Covenants—Limitation on Indebtedness";

        (ix)  pledges or deposits (x) with respect to leases or utilities provided to third parties in the ordinary course of business or (y) otherwise described in the definition of "Permitted Liens" or made in connection with Liens permitted under the covenant described under "—Certain Covenants—Limitation on Liens";

         (x)  (1) Investments in or by any Special Purpose Subsidiary, or in connection with a Financing Disposition by, to, in or in favor of any Special Purpose Entity, including Investments of funds held in accounts permitted or required by the arrangements governing such Financing Disposition or any related Indebtedness, or (2) any promissory note issued by the Company, or any Parent, provided that if such Parent receives cash from the relevant Special Purpose Entity in exchange for such note, an equal cash amount is contributed by any Parent to the Company;

        (xi)  bonds secured by assets leased to and operated by the Company or any Restricted Subsidiary that were issued in connection with the financing of such assets so long as the Company or any Restricted Subsidiary may obtain title to such assets at any time by paying a nominal fee, canceling such bonds and terminating the transaction;

       (xii)  the Notes;

      (xiii)  any Investment to the extent made using Capital Stock of the Company (other than Disqualified Stock), or Capital Stock of any Parent, as consideration;

      (xiv)  Management Advances;

       (xv)  Investments in Related Businesses in an aggregate amount outstanding at any time not to exceed an amount equal to the greater of $100.0 million and 2.75% of Consolidated Total Assets;

      (xvi)  any transaction to the extent it constitutes an Investment that is permitted by and made in accordance with the provisions of paragraph (b) of the covenant described under "—Certain Covenants—Limitation on Transactions with Affiliates" (except transactions described in clauses (i), (ii)(4), (iii), (v), (vi), (ix), (x) and (xi) of such paragraph), including any Investment pursuant to any transaction described in clause (ii) of such paragraph (whether or not any Person party thereto is at any time an Affiliate of the Company);

     (xvii)  other Investments in an aggregate amount outstanding at any time not to exceed an amount equal to the greater of $100.0 million and 2.75% of Consolidated Total Assets; and

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    (xviii)  loans and advances to and other Investments in Related Corporations (a) made on a basis consistent with past practices on or prior to the Effective Date or made in the ordinary course of business, pursuant to or in connection with Related Corporation Contracts, including obtaining letters of credit on behalf of Related Corporations or (b) in connection with the acquisition of, or Investment in, any Person that becomes a Related Corporation (promptly following such acquisition or investment), in any such case by the Related Corporation in which such loans, advances or other Investments were made in or to on a basis consistent with past practices on or prior to the Effective Date or made in the ordinary course of business, including the entry into applicable Related Corporation Contracts in connection therewith.

        If any Investment pursuant to clause (xv) or (xvii) above, or paragraph (b)(vi) of the covenant described under "—Certain Covenants—Limitation on Restricted Payments," as applicable, is made in any Person that is not a Restricted Subsidiary and such Person thereafter (A) becomes a Restricted Subsidiary or (B) is merged or consolidated into, or transfers or conveys all or substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary, then such Investment shall thereafter be deemed to have been made pursuant to clause (i) or (ii) above, respectively, and not clause (xv) or (xvii) above, or paragraph (b)(vi) of the covenant described under "—Certain Covenants—Limitation on Restricted Payments," as applicable.

        "Permitted Liens" means:

        (a)   Liens for taxes, assessments or other governmental charges not yet delinquent or the nonpayment of which in the aggregate would not reasonably be expected to have a material adverse effect on the Company and its Restricted Subsidiaries or that are being contested in good faith and by appropriate proceedings if adequate reserves with respect thereto are maintained on the books of the Company or a Subsidiary thereof, as the case may be, in accordance with GAAP;

        (b)   Liens with respect to outstanding motor vehicle fines and carriers', warehousemen's, mechanics', landlords', materialmen's, repairmen's or other like Liens arising in the ordinary course of business in respect of obligations that are not overdue for a period of more than 60 days or that are bonded or that are being contested in good faith and by appropriate proceedings;

        (c)   pledges, deposits or Liens in connection with workers compensation, professional liability insurance, insurance programs, unemployment insurance and other social security and other similar legislation or other insurance related obligations (including, without limitation, pledges or deposits securing liability to insurance carriers under insurance or self-insurance arrangements);

        (d)   pledges, deposits or Liens to secure the performance of bids, tenders, trade, government or other contracts (other than for borrowed money), obligations for utilities, leases, licenses, statutory obligations, completion guarantees, surety, judgment, appeal or performance bonds, other similar bonds, instruments or obligations, and other obligations of a like nature incurred in the ordinary course of business;

        (e)   easements (including reciprocal easement agreements), rights-of-way, building, zoning and similar restrictions, utility agreements, covenants, reservations, restrictions, encroachments, charges, and other similar encumbrances or title defects incurred, or leases or subleases granted to others, in the ordinary course of business, which do not in the aggregate materially interfere with the ordinary conduct of the business of the Company and its Subsidiaries, taken as a whole;

        (f)    Liens existing on, or provided for under written arrangements existing on, the Effective Date, or (in the case of any such Liens securing Indebtedness of the Company or any of its Subsidiaries existing or arising under written arrangements existing on the Effective Date) securing any Refinancing Indebtedness in respect of such Indebtedness so long as the Lien securing such Refinancing Indebtedness is limited to all or part of the same property or assets (plus

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improvements, accessions, proceeds or dividends or distributions in respect thereof) that secured (or under such written arrangements could secure) the original Indebtedness;

        (g)   (i) mortgages, liens, security interests, restrictions, encumbrances or any other matters of record that have been placed by any developer, landlord or other third party on property over which the Company or any Restricted Subsidiary of the Company has easement rights or on any leased property and subordination or similar agreements relating thereto and (ii) any condemnation or eminent domain proceedings affecting any real property;

        (h)   Liens securing Indebtedness (including Liens securing any Obligations in respect thereof) consisting of Hedging Obligations, Bank Products Obligations, Purchase Money Obligations or Capitalized Lease Obligations Incurred in compliance with the covenant described under "—Certain Covenants—Limitation on Indebtedness";

        (i)    Liens arising out of judgments, decrees, orders or awards in respect of which the Company or any Restricted Subsidiary shall in good faith be prosecuting an appeal or proceedings for review, which appeal or proceedings shall not have been finally terminated, or if the period within which such appeal or proceedings may be initiated shall not have expired;

        (j)    leases, subleases, licenses or sublicenses to or from third parties;

        (k)   Liens securing Indebtedness (including Liens securing any Obligations in respect thereof) consisting of (1) Indebtedness Incurred in compliance with clause (b)(i), (b)(iv), (b)(v), (b)(vii) or (b)(viii) of the covenant described under "—Certain Covenants—Limitation on Indebtedness," or clause (b)(iii) thereof (other than Refinancing Indebtedness Incurred in respect of Indebtedness described in paragraph (a) thereof), (2) Credit Facility Indebtedness Incurred in compliance with paragraph (b) of the covenant described under "—Certain Covenants—Limitation on Indebtedness," (3) Indebtedness of any Restricted Subsidiary that is not a Subsidiary Guarantor (limited, in the case of this clause (3), to Liens on any of the property and assets of any Restricted Subsidiary that is not a Subsidiary Guarantor), or (4) obligations in respect of Management Advances or Management Guarantees; in each case including Liens securing any Guarantee of any thereof;

        (l)    Liens existing on property or assets of a Person at the time such Person becomes a Subsidiary of the Company (or at the time the Company or a Restricted Subsidiary acquires such property or assets, including any acquisition by means of a merger or consolidation with or into the Company or any Restricted Subsidiary); provided, however, that such Liens are not created in connection with, or in contemplation of, such other Person becoming such a Subsidiary (or such acquisition of such property or assets), and that such Liens are limited to all or part of the same property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof) that secured (or, under the written arrangements under which such Liens arose, could secure) the obligations to which such Liens relate; provided, further, that for purposes of this clause (l), if a Person other than the Company is the Successor Company with respect thereto, any Subsidiary thereof shall be deemed to become a Subsidiary of the Company, and any property or assets of such Person or any such Subsidiary shall be deemed acquired by the Company or a Restricted Subsidiary, as the case may be, when such Person becomes such Successor Company;

        (m)  Liens on Capital Stock, Indebtedness or other securities of an Unrestricted Subsidiary that secure Indebtedness or other obligations of such Unrestricted Subsidiary;

        (n)   any encumbrance or restriction (including, but not limited to, pursuant to put and call agreements or buy/sell arrangements) with respect to Capital Stock of any joint venture or similar arrangement pursuant to any joint venture or similar agreement;

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        (o)   Liens securing Indebtedness (including Liens securing any Obligations in respect thereof) consisting of Refinancing Indebtedness Incurred in respect of any Indebtedness secured by, or securing any refinancing, refunding, extension, renewal or replacement (in whole or in part) of any other obligation secured by, any other Permitted Liens, provided that any such new Lien is limited to all or part of the same property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof) that secured (or, under the written arrangements under which the original Lien arose, could secure) the obligations to which such Liens relate;

        (p)   Liens (1) arising by operation of law (or by agreement to the same effect) in the ordinary course of business, including Liens arising under or by reason of the Perishable Agricultural Commodities Act of 1930, as amended from time to time, (2) on property or assets under construction (and related rights) in favor of a contractor or developer or arising from progress or partial payments by a third party relating to such property or assets, (3) on Receivables (including related rights), (4) on cash set aside at the time of the Incurrence of any Indebtedness or government securities purchased with such cash, in either case to the extent that such cash or government securities prefund the payment of interest on such Indebtedness and are held in an escrow account or similar arrangement to be applied for such purpose, (5) securing or arising by reason of any netting or set-off arrangement entered into in the ordinary course of banking or other trading activities (including in connection with purchase orders and other agreements with customers), (6) in favor of the Company or any Subsidiary (other than Liens on property or assets of the Company or any Subsidiary Guarantor in favor of any Subsidiary that is not a Subsidiary Guarantor), (7) arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business, (8) on inventory or other goods and proceeds securing obligations in respect of bankers' acceptances issued or created to facilitate the purchase, shipment or storage of such inventory or other goods, (9) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft, cash pooling or similar obligations incurred in the ordinary course of business, (10) attaching to commodity trading or other brokerage accounts incurred in the ordinary course of business, or (11) arising in connection with repurchase agreements permitted under the covenant described under "—Certain Covenants—Limitation on Indebtedness" on assets that are the subject of such repurchase agreements;

        (q)   other Liens securing obligations incurred in the ordinary course of business, which obligations do not exceed an amount equal to the greater of $60.0 million and 1.75% of Consolidated Total Assets at any time outstanding;

        (r)   Liens securing Indebtedness (including Liens securing any Obligations in respect thereof) consisting of Indebtedness incurred in compliance with the covenant described under "—Certain Covenants—Limitation on Indebtedness," provided that on the date of the incurrence of such Indebtedness which is secured by Liens and after giving effect to such Incurrence (or on the date of the initial borrowing of such Indebtedness after giving pro forma effect to the Incurrence of the entire committed amount of such Indebtedness), the Consolidated Secured Leverage Ratio shall not exceed 4.0 to 1.0;

        (s)   Liens securing Indebtedness (including Liens securing obligations in respect thereof) or other obligations of, or in favor of, any Special Purpose Entity, or in connection with a Special Purpose Financing Incurred pursuant to clause (b)(ix) of the covenant described under "—Certain Covenants—Limitation on Indebtedness";

        (t)    Retained Rights; and

        (u)   Municipal Contract Liens.

        For purposes of determining compliance with this definition, (x) a Lien need not be incurred solely by reference to one category of Permitted Liens described in this definition but may be incurred under

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any combination of such categories (including in part under one such category and in part under any other such category) and (y) in the event that a Lien (or any portion thereof) meets the criteria of one or more of such categories of Permitted Liens, the Company shall, in its sole discretion, classify or reclassify such Lien (or any portion thereof) in any manner that complies with this definition.

        "Person" means any individual, corporation, partnership, joint venture, association, joint stock company, limited liability company, professional corporation, professional association, service corporation, personal service corporation, other professional group, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

        "Preferred Stock" as applied to the Capital Stock of any corporation means Capital Stock of any class or classes (however designated) that by its terms is preferred as to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such corporation, over shares of Capital Stock of any other class of such corporation.

        "Purchase Agreement" means the Purchase Agreement, dated as of May 25, 2011, between the Company and the initial purchasers of the Notes, as the same may be amended, supplemental, waived or otherwise modified from time to time.

        "Purchase Money Obligations" means any Indebtedness Incurred to finance or refinance the acquisition, leasing, construction or improvement of property (real or personal) or assets, and whether acquired through the direct acquisition of such property or assets or the acquisition of the Capital Stock of any Person owning such property or assets, or otherwise.

        "Rating Agency" means Moody's or S&P or, if Moody's or S&P or both shall not make a rating on the Notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Company which shall be substituted for Moody's or S&P or both, as the case may be.

        "Receivable "means a right to receive payment pursuant to an arrangement with another Person pursuant to which such other Person is obligated to pay, as determined in accordance with GAAP.

        "refinance" means refinance, refund, replace, renew, repay, modify, restate, defer, substitute, supplement, reissue, resell or extend (including pursuant to any defeasance or discharge mechanism); and the terms "refinances," "refinanced" and "refinancing" as used for any purpose in the Indenture shall have a correlative meaning.

        "Refinancing Indebtedness" means Indebtedness that is Incurred to refinance any Indebtedness existing on the date of the Indenture or Incurred in compliance with such Indenture (including Indebtedness of the Company that refinances Indebtedness of any Restricted Subsidiary (to the extent permitted in such Indenture) and Indebtedness of any Restricted Subsidiary that refinances Indebtedness of another Restricted Subsidiary) including Indebtedness that refinances Refinancing Indebtedness; provided, that (1) if the Indebtedness being refinanced is Subordinated Obligations or Guarantor Subordinated Obligations, the Refinancing Indebtedness has a final Stated Maturity at the time such Refinancing Indebtedness is Incurred that is equal to or greater than the final Stated Maturity of the Indebtedness being refinanced (or if shorter, the Notes), (2) such Refinancing Indebtedness is Incurred in an aggregate principal amount (or if issued with original issue discount, an aggregate issue price) that is equal to or less than the sum of (x) the aggregate principal amount (or if issued with original issue discount, the aggregate accreted value) then outstanding of the Indebtedness being refinanced, plus (y) fees, underwriting discounts, premiums and other costs and expenses Incurred in connection with such Refinancing Indebtedness and (3) Refinancing Indebtedness shall not include (x) Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor that refinances Indebtedness of the Company or a Subsidiary Guarantor that could not have been initially Incurred by such Restricted Subsidiary pursuant to the covenant described under "—Certain Covenants—Limitation on Indebtedness" or (y) Indebtedness of the Company or a Restricted Subsidiary that refinances Indebtedness of an Unrestricted Subsidiary.

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        "Registration Rights Agreement" means the Exchange and Registration Rights Agreement, to be dated as of the Issue Date, between the Company and the initial purchasers of the Notes, as the same may be amended, supplemented, waived or otherwise modified from time to time.

        "Related Billing Entity" means any Person whose only substantial activity is invoicing and collecting payments for professional medical services on behalf of a Related Professional Corporation or a Subsidiary of the Company.

        "Related Business" means those businesses in which the Company or any of its Subsidiaries is engaged on the Effective Date, or that are similar, related, complementary, incidental or ancillary thereto or extensions, developments or expansions thereof.

        "Related Corporation" means (i) a Related Professional Corporation or (ii) a Related Billing Entity.

        "Related Corporation Contracts" means management, practice support, consulting and similar agreements, entered into on a basis consistent with past practices on or prior to the Effective Date or in the ordinary course of business, with Related Corporations.

        "Related Physicians" means physicians or independent contractors that own, are employed by, or are under contract with, a Related Professional Corporation or a Subsidiary of the Company.

        "Related Professional Corporation" means any Person that is owned by one or more physicians and/or independent contractor physicians, in each case to whom a Subsidiary of the Company or another Related Professional Corporation provides management services pursuant to a management services, practice support or similar agreement.

        "Related Taxes" means (x) any taxes, charges or assessments, including but not limited to sales, use, transfer, rental, ad valorem, value added, stamp, property, consumption, franchise, license, capital, net worth, gross receipts, excise, occupancy, intangibles or similar taxes, charges or assessments (other than federal, state or local taxes measured by income and federal, state or local withholding imposed by any government or other taxing authority on payments made by any Parent other than to another Parent), required to be paid by any Parent by virtue of its being incorporated or having Capital Stock outstanding (but not by virtue of owning stock or other equity interests of any corporation or other entity other than the Company, any of its Subsidiaries or any Parent), or being a holding company parent of the Company, any of its Subsidiaries or any Parent or receiving dividends from or other distributions in respect of the Capital Stock of the Company, any of its Subsidiaries or any Parent, or having guaranteed any obligations of the Company or any Subsidiary thereof, or having made any payment in respect of any of the items for which the Company or any of its Subsidiaries is permitted to make payments to any Parent pursuant to the covenant described under "—Certain Covenants—Limitation on Restricted Payments," or acquiring, developing, maintaining, owning, prosecuting, protecting or defending its intellectual property and associated rights (including but not limited to receiving or paying royalties for the use thereof) relating to the business or businesses of the Company or any Subsidiary thereof, (y) any taxes attributable to any taxable period (or portion thereof) ending on or prior to the Effective Date, or to the consummation of any of the Transactions, or to any Parent's receipt of (or entitlement to) any payment in connection with the Transactions, including any payment received after the Effective Date pursuant to any agreement related to the Transactions or (z) any other federal, state, foreign, provincial or local taxes measured by income for which any Parent is liable up to an amount not to exceed, with respect to federal taxes, the amount of any such taxes that the Company and its Subsidiaries would have been required to pay on a separate company basis, or on a consolidated basis as if the Company had filed a consolidated return on behalf of an affiliated group (as defined in Section 1504 of the Code) of which it were the common parent, or with respect to state and local taxes, the amount of any such taxes that the Company and its Subsidiaries would have been required to pay on a separate company basis, or on a consolidated, combined, unitary or affiliated

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basis as if the Company had filed a consolidated, combined, unitary or affiliated return on behalf of an affiliated group (as defined in the applicable state or local tax laws for filing such return) consisting only of the Company and its Subsidiaries. Taxes include all interest, penalties and additions relating thereto.

        "Restricted Payment Transaction" means any Restricted Payment permitted pursuant to the covenant described under "—Certain Covenants—Limitation on Restricted Payments," any Permitted Payment, any Permitted Investment, or any transaction specifically excluded from the definition of the term "Restricted Payment" (including pursuant to the exception contained in clause (i) of such definition and the parenthetical exclusions contained in clauses (ii) and (iii) of such definition).

        "Restricted Subsidiary" means any Subsidiary of the Company other than an Unrestricted Subsidiary.

        "Retained Rights" means, with respect to any Patient Receivable owing from any Governmental Authority, the rights of any payee granted by applicable law and regulation over such Patient Receivable, which in the absence of a court order in the manner expressly contemplated by applicable state and federal law are subject to restrictions on assignment, pledging or are otherwise encumbered by applicable law or regulation, including, without limitation, and as applicable, restrictions on the collection thereof and discretion over the transfer thereof, to any party and restrictions on any such party's ability to enforce the claim giving rise to such Patient Receivable against such Governmental Authority.

        "SEC" means the Securities and Exchange Commission.

        "Securities Act" means the Securities Act of 1933, as amended from time to time.

        "Senior ABL Agreement" means the Credit Agreement, dated as of the Effective Date, among the Company, the other borrowers party thereto from time to time; the lenders and other financial institutions party thereto from time to time, and Deutsche Bank AG New York Branch, as administrative agent and collateral agent thereunder, as such agreement may be amended, supplemented, waived or otherwise modified from time to time or refunded, refinanced, restructured, replaced, renewed, repaid, increased or extended from time to time (whether in whole or in part, whether with the original administrative agent and lenders or other agents and lenders or otherwise, and whether provided under the original Senior ABL Agreement or one or more other credit agreements or otherwise, unless such agreement, instrument or other document expressly provides that it is not intended to be and is not a Senior ABL Agreement). Any reference to the Senior ABL Agreement hereunder shall be deemed a reference to each Senior ABL Agreement then in existence.

        "Senior ABL Facility" means the collective reference to the Senior Credit Agreement, any Loan Documents (as defined therein), any notes and letters of credit issued pursuant thereto and any guarantee and collateral agreement, patent and trademark security agreement, mortgages, letter of credit applications and other guarantees, pledge agreements, security agreements and collateral documents, and other instruments and documents, executed and delivered pursuant to or in connection with any of the foregoing, in each case as the same may be amended, supplemented, waived or otherwise modified from time to time, or refunded, refinanced, restructured, replaced, renewed, repaid, increased or extended from time to time (whether in whole or in part, whether with the original agent and lenders or other agents and lenders or otherwise, and whether provided under the original Senior ABL Agreement or one or more other credit agreements, indentures (including the Indenture) or financing agreements or otherwise, unless such agreement, instrument or document expressly provides that it is not intended to be and is not a Senior ABL Facility). Without limiting the generality of the foregoing, the term "Senior ABL Facility" shall include any agreement (i) changing the maturity of any Indebtedness Incurred thereunder or contemplated thereby, (ii) adding Subsidiaries of the Company as additional borrowers or guarantors thereunder, (iii) increasing the amount of Indebtedness Incurred

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thereunder or available to be borrowed thereunder or (iv) otherwise altering the terms and conditions thereof.

        "Senior Credit Agreements" means, collectively, the Senior ABL Agreement and the Senior Term Agreement.

        "Senior Credit Facilities" means, collectively, the Senior ABL Facility and the Senior Term Facility.

        "Senior Indebtedness" means any Indebtedness of the Company or any Restricted Subsidiary other than, (x) in the case of the Company, Subordinated Obligations and (y) in the case of any Subsidiary Guarantor, Guarantor Subordinated Obligations.

        "Senior Term Agreement" means the Credit Agreement, dated as of the Effective Date, among the Company; the lenders and other financial institutions party thereto from time to time; and Deutsche Bank AG New York Branch, as administrative agent, as such agreement may be amended, supplemented, waived or otherwise modified from time to time or refunded, refinanced, restructured, replaced, renewed, repaid, increased or extended from time to time (whether in whole or in part, whether with the original administrative agent and lenders or other agents and lenders or otherwise, and whether provided under the original Senior Term Agreement or one or more other credit agreements or otherwise, unless such agreement, instrument or document expressly provides that it is not intended to be and is not a Senior Term Agreement). Any reference to the Senior Term Agreement hereunder shall be deemed a reference to each Senior Term Agreement then in existence.

        "Senior Term Facility" means the collective reference to the Senior Term Agreement, any Loan Documents (as defined therein), any notes and letters of credit issued pursuant thereto and any guarantee and collateral agreement, patent and trademark security agreement, mortgages, letter of credit applications and other guarantees, pledge agreements, security agreements and collateral documents, and other instruments and documents, executed and delivered pursuant to or in connection with any of the foregoing, in each case as the same may be amended, supplemented, waived or otherwise modified from time to time, or refunded, refinanced, restructured, replaced, renewed, repaid, increased or extended from time to time (whether in whole or in part, whether with the original agent and lenders or other agents and lenders or otherwise, and whether provided under the original Senior Term Agreement or one or more other credit agreements, indentures (including the Indenture) or financing agreements or otherwise, unless such agreement, instrument or document expressly provides that it is not intended to be and is not a Senior Term Facility). Without limiting the generality of the foregoing, the term "Senior Term Facility" shall include any agreement (i) changing the maturity of any Indebtedness Incurred thereunder or contemplated thereby, (ii) adding Subsidiaries of the Company as additional borrowers or guarantors thereunder, (iii) increasing the amount of Indebtedness Incurred thereunder or available to be borrowed thereunder or (iv) otherwise altering the terms and conditions thereof.

        "Significant Subsidiary" means any Restricted Subsidiary that would be a "significant subsidiary" of the Company within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC, as such Regulation is in effect on the Issue Date.

        "Special Purpose Entity" means (x) any Special Purpose Subsidiary or (y) any other Person that is engaged in the business of acquiring, selling, collecting, financing or refinancing Receivables, accounts (as defined in the Uniform Commercial Code as in effect in any jurisdiction from time to time), other accounts and/or other receivables, and/or related assets.

        "Special Purpose Financing" means any financing or refinancing of assets consisting of or including Receivables of the Company or any Restricted Subsidiary that have been transferred to a Special Purpose Entity or made subject to a Lien in a Financing Disposition.

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        "Special Purpose Financing Fees" means distributions or payments made directly or by means of discounts with respect to any participation interest issued or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Special Purpose Financing.

        "Special Purpose Financing Undertakings" means representations, warranties, covenants, indemnities, guarantees of performance and (subject to clause (y) of the proviso below) other agreements and undertakings entered into or provided by the Company or any of its Restricted Subsidiaries that the Company determines in good faith (which determination shall be conclusive) are customary or otherwise necessary or advisable in connection with a Special Purpose Financing or a Financing Disposition; provided that (x) it is understood that Special Purpose Financing Undertakings may consist of or include (i) reimbursement and other obligations in respect of notes, letters of credit, surety bonds and similar instruments provided for credit enhancement purposes or (ii) Hedging Obligations, or other obligations relating to Interest Rate Agreements, Currency Agreements or Commodities Agreements entered into by the Company or any Restricted Subsidiary, in respect of any Special Purpose Financing or Financing Disposition, and (y) subject to the preceding clause (x), any such other agreements and undertakings shall not include any Guarantee of Indebtedness of a Special Purpose Subsidiary by the Company or a Restricted Subsidiary that is not a Special Purpose Subsidiary.

        "Special Purpose Subsidiary" means any Subsidiary of the Company that (a) is engaged solely in (x) the business of acquiring, selling, collecting, financing or refinancing Receivables, accounts (as defined in the Uniform Commercial Code as in effect in any jurisdiction from time to time) and other accounts and receivables (including any thereof constituting or evidenced by chattel paper, instruments or general intangibles), all proceeds thereof and all rights (contractual and other), collateral and other assets relating thereto, and (y) any business or activities incidental or related to such business, and (b) is designated as a "Special Purpose Subsidiary" by the Company.

        "Sponsor Management Agreement" means the letter agreement, to be dated as of the Effective Date, among CDRT Parent, Holdings, the Company and CD&R, for CD&R to provide management, consulting and advisory services, as the same may be amended, supplemented, waived or otherwise modified from time to time so long as such amendment, supplement, waiver or modification is not, when taken as a whole, materially disadvantageous to the Holders compared to the Sponsor Management Agreement to be entered into on the Effective Date, as determined by the Company in good faith.

        "S&P "means Standard & Poor's Ratings Group, a division of The McGraw-Hill Companies, Inc., and its successors.

        "Stated Maturity" means, with respect to any Indebtedness, the date specified in such Indebtedness as the fixed date on which the payment of principal of such Indebtedness is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase or repayment of such Indebtedness at the option of the holder thereof upon the happening of any contingency).

        "Subordinated Obligations" means any Indebtedness of the Company (whether outstanding on the date of the Indenture or thereafter Incurred) that is expressly subordinated in right of payment to the Notes pursuant to a written agreement.

        "Subsidiary" of any Person means any corporation, association, partnership or other business entity of which more than 50% of the total voting power of shares of Capital Stock or other equity interests (including partnership interests) entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by (i) such Person or (ii) one or more Subsidiaries of such Person. The term "Subsidiary" shall not include any Related Corporation; provided that, for the avoidance of doubt, nothing in this

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sentence shall limit or otherwise affect the treatment of Related Corporations (including with respect to consolidation) for financial reporting purposes under and in accordance with GAAP.

        "Subsidiary Guarantee" means any guarantee of the Notes that may from time to time be entered into by a Restricted Subsidiary of the Company on the Effective Date or after the Effective Date pursuant to the covenant described under "—Certain Covenants—Future Subsidiary Guarantors." As used in the Indenture, "Subsidiary Guarantee" refers to a Subsidiary Guarantee of the Notes.

        "Subsidiary Guarantor" means any Restricted Subsidiary of the Company that enters into a Subsidiary Guarantee.

        "Successor Company" shall have the meaning assigned thereto in clause (i) under "—Merger and Consolidation."

        "Tax Sharing Agreement" means the Tax Sharing Agreement, dated as of the Effective Date, among the Company and CDRT Parent, as the same may be amended, supplemented, waived or otherwise modified from time to time in accordance with the terms thereof and of the Indenture.

        "Temporary Cash Investments" means any of the following: (i) any investment in (x) direct obligations of the United States of America, a member state of the European Union or any country in whose currency funds are being held pending their application in the making of an investment or capital expenditure by the Company or a Restricted Subsidiary in that country or with such funds, or any agency or instrumentality of any thereof, or obligations Guaranteed by the United States of America or a member state of the European Union or any country in whose currency funds are being held pending their application in the making of an investment or capital expenditure by the Company or a Restricted Subsidiary in that country or with such funds, or any agency or instrumentality of any of the foregoing, or obligations guaranteed by any of the foregoing or (y) direct obligations of any foreign country recognized by the United States of America rated at least "A" by S&P or "A-1" by Moody's (or, in either case, the equivalent of such rating by such organization or, if no rating of S&P or Moody's then exists, the equivalent of such rating by any nationally recognized rating organization), (ii) overnight bank deposits, and investments in time deposit accounts, certificates of deposit, bankers' acceptances and money market deposits (or, with respect to foreign banks, similar instruments) maturing not more than one year after the date of acquisition thereof issued by (x) any bank or other institutional lender under a Credit Facility or any affiliate thereof or (y) a bank or trust company that is organized under the laws of the United States of America, any state thereof or any foreign country recognized by the United States of America having capital and surplus aggregating in excess of $250.0 million (or the foreign currency equivalent thereof) and whose long term debt is rated at least "A" by S&P or "A-1" by Moody's (or, in either case, the equivalent of such rating by such organization or, if no rating of S&P or Moody's then exists, the equivalent of such rating by any nationally recognized rating organization) at the time such Investment is made, (iii) repurchase obligations with a term of not more than 30 days for underlying securities or instruments of the types described in clause (i) or (ii) above entered into with a bank meeting the qualifications described in clause (ii) above, (iv) Investments in commercial paper, maturing not more than 270 days after the date of acquisition, issued by a Person (other than that of the Company or any of its Subsidiaries), with a rating at the time as of which any Investment therein is made of "P-2" (or higher) according to Moody's or "A-2" (or higher) according to S&P (or, in either case, the equivalent of such rating by such organization or, if no rating of S&P or Moody's then exists, the equivalent of such rating by any nationally recognized rating organization), (v) Investments in securities maturing not more than one year after the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States of America, or by any political subdivision or taxing authority thereof, and rated at least "A" by S&P or "A" by Moody's (or, in either case, the equivalent of such rating by such organization or, if no rating of S&P or Moody's then exists, the equivalent of such rating by any nationally recognized rating organization), (vi) Preferred Stock (other than of the Company or any of

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its Subsidiaries) having a rating of "A" or higher by S&P or "A2" or higher by Moody's (or, in either case, the equivalent of such rating by such organization or, if no rating of S&P or Moody's then exists, the equivalent of such rating by any nationally recognized rating organization), (vii) investment funds investing 95.0% of their assets in securities of the type described in clauses (i) through (vi) above (which funds may also hold reasonable amounts of cash pending investment and/or distribution), (viii) any money market deposit accounts issued or offered by a domestic commercial bank or a commercial bank organized and located in a country recognized by the United States of America, in each case, having capital and surplus in excess of $250.0 million (or the foreign currency equivalent thereof), or investments in money market funds subject to the risk limiting conditions of Rule 2a-7 (or any successor rule) of the SEC under the Investment Company Act of 1940, as amended, and (ix) similar investments approved by the Board of Directors in the ordinary course of business.

        "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture, except as otherwise provided therein.

        "Trade Payables" means, with respect to any Person, any accounts payable or any indebtedness or monetary obligation to trade creditors created, assumed or guaranteed by such Person arising in the ordinary course of business in connection with the acquisition of goods or services.

        "Transaction Agreements" means, collectively, (i) the Merger Documents, (ii) the CD&R Indemnification Agreement, (iii) the Sponsor Management Agreement, (iv) the Registration Rights Agreement, dated as of the Effective Date, among CDRT Parent, each of the stockholders of CDRT Parent whose name appears on the signature pages thereof and any person who becomes a party thereto pursuant to Section 9(d) thereof, and (v) any agreement primarily providing for indemnification and/or contribution for the benefit of any Permitted Holder in respect of Liabilities resulting from, arising out of or in connection with, based upon or relating to (a) any management consulting, financial advisory, financing, underwriting or placement services or other investment banking activities to, for or in respect of any Parent or any of its Subsidiaries, (b) any offering of securities or other financing activity or arrangement of or by any Parent or any of its Subsidiaries or (c) any action or failure to act of or by any Parent or any of its Subsidiaries (or any of their respective predecessors), in each case as the same may be amended, supplemented, waived or otherwise modified from time to time in accordance with the terms thereof.

        "Transactions" means, collectively, any or all of the following: (i) the exchange of LP exchangeable units of EMSLP, for Capital Stock of EMSC, (ii) the entry into the Merger Documents and the consummation of the Merger, (iii) the conversion of EMSLP into a Delaware corporation, (iv) the entry into the Indenture, the Purchase Agreement and the Registration Rights Agreement and the offer and issuance of the Notes, (v) the entry into the Senior Credit Facilities and Incurrence of Indebtedness thereunder by one or more of Holdings, the Company and its Subsidiaries, (vi) the repayment of certain existing Indebtedness of the Company and its Subsidiaries, and (vii) all other transactions relating to any of the foregoing (including payment of fees and expenses related to any of the foregoing).

        "TRICARE "shall have the meaning assigned thereto in the Senior ABL Agreement, as in effect on the Effective Date.

        "Trustee" means the party named as such in the Indenture until a successor replaces it and, thereafter, means the successor.

        "Trust Officer" means the Chairman of the Board, the President or any other officer or assistant officer of the Trustee assigned by the Trustee to administer its corporate trust matters.

        "Unrestricted Subsidiary" means (i) any Subsidiary of the Company that at the time of determination is an Unrestricted Subsidiary, as designated by the Board of Directors in the manner provided below, and (ii) any Subsidiary of an Unrestricted Subsidiary. The Board of Directors may

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designate any Subsidiary of the Company (including any newly acquired or newly formed Subsidiary of the Company) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Capital Stock or Indebtedness of, or owns or holds any Lien on any property of, the Company or any other Restricted Subsidiary of the Company that is not a Subsidiary of the Subsidiary to be so designated; provided, that (A) such designation was made at or prior to the Effective Date, or (B) the Subsidiary to be so designated has total consolidated assets of $1,000 or less or (C) if such Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under the covenant described under "—Certain Covenants—Limitation on Restricted Payments." The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, that immediately after giving effect to such designation (x) the Company could Incur at least $1.00 of additional Indebtedness under paragraph (a) in the covenant described under "—Certain Covenants—Limitation on Indebtedness" or (y) the Consolidated Coverage Ratio would be greater than it was immediately prior to giving effect to such designation or (z) such Subsidiary shall be a Special Purpose Subsidiary with no Indebtedness outstanding other than Indebtedness that can be Incurred (and upon such designation shall be deemed to be Incurred and outstanding) pursuant to paragraph (b) of the covenant described under "—Certain Covenants—Limitation on Indebtedness." Any such designation by the Board of Directors shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the resolution of the Company's Board of Directors giving effect to such designation and an Officer's Certificate of the Company certifying that such designation complied with the foregoing provisions.

        "U.S. Government Obligation" means (x) any security that is (i) a direct obligation of the United States of America for the payment of which the full faith and credit of the United States of America is pledged or (ii) an obligation of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case under the preceding clause (i) or (ii) is not callable or redeemable at the option of the issuer thereof, and (y) any depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any U.S. Government Obligation that is specified in clause (x) above and held by such bank for the account of the holder of such depositary receipt, or with respect to any specific payment of principal of or interest on any U.S. Government Obligation that is so specified and held, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal or interest evidenced by such depositary receipt.

        "Voting Stock" of an entity means all classes of Capital Stock of such entity then outstanding and normally entitled to vote in the election of directors or all interests in such entity with the ability to control the management or actions of such entity.

Book Entry, Delivery and Form

The Global Notes

        The New Notes to be issued in exchange for Old Notes will be issued in the form of one or more registered notes in global form, without interest coupons, which we refer to as the global notes.

        Upon issuance, each of the global notes will be deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee of DTC. Ownership of beneficial interests in each global note will be limited to persons who have accounts with DTC, which we refer to as DTC participants, or persons who hold beneficial interests through DTC participants.

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        We expect that under procedures established by DTC:

•

upon deposit of each global note with DTC's custodian, DTC will credit portions of the principal amount of the global note to the accounts of the DTC participants designated by the Initial Purchasers; and

•

ownership of beneficial interests in each global note will be shown on, and transfer of ownership of those interests will be effected only through, records maintained by DTC (with respect to interests of DTC participants) and the records of DTC participants (with respect to other owners of beneficial interests in the global note).

        Beneficial interests in the global notes may not be exchanged for notes in physical, certificated form except in the limited circumstances described below.

Exchanges Among the Global Notes

        Beneficial interests in one global note of a series may generally be exchanged for interests in another global note of the same series.

        A beneficial interest in a global note that is transferred to a person who takes delivery through another global note will, upon transfer, become subject to any transfer restrictions and other procedures applicable to beneficial interests in the other global note.

Book-Entry Procedures for the Global Notes

        All interests in the global notes will be subject to the operations and procedures of DTC, Euroclear and Clearstream. We provide the following summaries of those operations and procedures solely for the convenience of investors. The operations and procedures of each settlement system are controlled by that settlement system and may be changed at any time. Neither the Company nor the Trustee are responsible for those operations or procedures.

        DTC has advised us that it is:

•

a limited purpose trust company organized under the laws of the State of New York;

•

a "banking organization" within the meaning of the New York State Banking Law;

•

a member of the Federal Reserve System;

•

a "clearing corporation" within the meaning of the Uniform Commercial Code; and

•

a "clearing agency" registered under Section 17A of the Exchange Act.

        DTC was created to hold securities for its participants and to facilitate the clearance and settlement of securities transactions between its participants through electronic book-entry changes to the accounts of its participants. DTC's participants include securities brokers and dealers, including the Initial Purchasers; banks and trust companies; clearing corporations and other organizations. Indirect access to DTC's system is also available to others such as banks, brokers, dealers and trust companies; these indirect participants clear through or maintain a custodial relationship with a DTC participant, either directly or indirectly. Investors who are not DTC participants may beneficially own securities held by or on behalf of DTC only through DTC participants or indirect participants in DTC.

        So long as DTC's nominee is the registered owner of a global note, that nominee will be considered the sole owner or holder of the Notes represented by that global note for all purposes under the Indenture.

        Except as provided below, owners of beneficial interests in a global note:

•

will not be entitled to have Notes represented by the global note registered in their names;

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•

will not receive or be entitled to receive physical, certificated notes; and

•

will not be considered the owners or holders of the Notes under the Indenture for any purpose, including with respect to the giving of any direction, instruction or approval to the Trustee.

        As a result, each investor who owns a beneficial interest in a global note must rely on the procedures of DTC to exercise any rights of a holder of Notes under the Indenture (and, if the investor is not a participant or an indirect participant in DTC, on the procedures of the DTC participant through which the investor owns its interest).

        Payments of principal, premium (if any) and interest with respect to the Notes represented by a global note will be made by the paying agent to DTC's nominee as the registered holder of the global note. Neither we nor the Trustee will have any responsibility or liability for the payment of amounts to owners of beneficial interests in a global note, for any aspect of the records relating to or payments made on account of those interests by DTC, or for maintaining, supervising or reviewing any records of DTC relating to those interests.

        Payments by participants and indirect participants in DTC to the owners of beneficial interests in a global note will be governed by standing instructions and customary industry practice and will be the responsibility of those participants or indirect participants and DTC.

        Transfers between participants in DTC will be effected under DTC's procedures and will be settled in same-day funds. Transfers between participants in Euroclear or Clearstream will be effected in the ordinary way under the rules and operating procedures of those systems.

        Cross market transfers between DTC participants, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected within DTC through the DTC participants that are acting as depositaries for Euroclear and Clearstream. To deliver or receive an interest in a global note held in a Euroclear or Clearstream account, an investor must send transfer instructions to Euroclear or Clearstream, as the case may be, under the rules and procedures of that system and within the established deadlines of that system. If the transaction meets its settlement requirements, Euroclear or Clearstream, as the case may be, will send instructions to its DTC depositary to take action to effect final settlement by delivering or receiving interests in the relevant global notes in DTC, and making or receiving payment under normal procedures for same-day funds settlement applicable to DTC. Euroclear and Clearstream participants may not deliver instructions directly to the DTC depositaries that are acting for Euroclear or Clearstream.

        Because of time zone differences, the securities account of a Euroclear or Clearstream participant that purchases an interest in a global note from a DTC participant will be credited on the business day for Euroclear or Clearstream immediately following the DTC settlement date. Cash received in Euroclear or Clearstream from the sale of an interest in a global note to a DTC participant will be received with value on the DTC settlement date but will be available in the relevant Euroclear or Clearstream cash account as of the business day for Euroclear or Clearstream following the DTC settlement date.

        DTC, Euroclear and Clearstream have agreed to the above procedures to facilitate transfers of interests in the global notes among participants in those settlement systems. However, the settlement systems are not obligated to perform these procedures and may discontinue or change these procedures at any time. Neither we nor the Trustee will have any responsibility for the performance by DTC, Euroclear or Clearstream or their participants or indirect participants of their obligations under the rules and procedures governing their operations.

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Certificated Notes

        Notes in physical, certificated form will be issued and delivered to each person that DTC identifies as a beneficial owner of the related Notes only if:

•

DTC notifies us at any time that it is unwilling or unable to continue as depositary for the global notes and a successor depositary is not appointed within 120 days;

•

DTC ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed within 120 days;

•

we, at our option, notify the Trustee that we elect to cause the issuance of certificated notes; or

•

certain other events provided in the Indenture should occur.

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EXCHANGE OFFER; REGISTRATION RIGHTS

        In connection with the issuance of the Old Notes, we entered into the Registration Rights Agreement pursuant to which we agreed, for the benefit of the holders of the Notes, to use our commercially reasonable efforts:

        (1)   to file with the SEC a registration statement under the Securities Act relating to the exchange offer pursuant to which the New Notes substantially identical to the Old Notes (except that such New Notes will not contain terms with respect to the payment of additional interest described below or transfer restrictions) will be offered in exchange for the then-outstanding Old Notes tendered at the option of the holders thereof; and

        (2)   to cause the registration statement to become effective within 365 days following the issue date of the Old Notes.

        We further agreed to use commercially reasonable efforts to commence the exchange offer promptly after the registration statement has become effective, hold the offer open for the period required by applicable law (including pursuant to any applicable interpretation by the staff of the SEC), but in any event for at least 10 business days, and exchange the New Notes for all Old Notes validly tendered and not withdrawn before the expiration of the exchange offer.

        Under existing SEC interpretations contained in several no action letters to third parties, the New Notes will in general be freely transferable by holders thereof (other than affiliates of the Company) after the exchange offer without further registration under the Securities Act (subject to certain representations required to be made by each holder of Old Notes participating in the exchange offer, as set forth below). However, any purchaser of Old Notes who is an "affiliate" of the Company or who intends to participate in the exchange offer for the purpose of distributing the New Notes (1) will not be able to rely on such SEC interpretations, (2) will not be able to tender its Old Notes in the exchange offer and (3) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer of the Old Notes unless such sale or transfer is made pursuant to an exemption from such requirements. In addition, in connection with any resales of New Notes, broker dealers receiving New Notes in the exchange offer will be subject to a prospectus delivery requirement with respect to resales of those New Notes. The SEC has taken the position that such broker dealers may fulfill their prospectus delivery requirements with respect to the New Notes (other than a resale of an unsold allotment from the original sale of the Old Notes) by delivery of the prospectus contained in the registration statement. Under the Registration Rights Agreement, we are required to allow broker dealers to use the prospectus contained in the registration statement in connection with the resale of such New Notes for a period of 90 days after the consummation of the exchange offer. Each beneficial holder of Old Notes who wishes to exchange such Old Notes for New Notes in the exchange offer will be required to represent (1) that any New Notes to be received by it will be acquired in the ordinary course of its business, (2) that at the time of the commencement of the exchange offer it has no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the New Notes, (3) that it is not an affiliate of ours, as defined in Rule 405 of the Securities Act, (4) if it is not a broker dealer, that it is not engaged in, and does not intend to engage in, the distribution of New Notes, (5) if it is a broker dealer, it will receive the New Notes for its own account in exchange for the Old Notes acquired as a result of market-making activities or other trading activities and that it will deliver a prospectus in connection with any resale of New Notes, and (6) that it is not acting on behalf of any person who could not truthfully make the foregoing representations.

229

        However, if:

        (1)   on or before the date of consummation of the exchange offer, the existing SEC interpretations are changed such that the New Notes would not in general be freely transferable in such manner on such date;

        (2)   the exchange offer has not been completed within 395 days following the issue date of the Old Notes;

        (3)   under certain circumstances, the Initial Purchasers so request with respect to Old Notes not eligible to be exchanged for New Notes in the exchange offer; or

        (4)   any holder of the Old Notes (other than an initial purchaser) is not permitted by applicable law to participate in the exchange offer, or if any holder may not resell the New Notes acquired by it in the exchange offer to the public without delivering a prospectus and the prospectus contained in the registration statement is not available for such resales by such holder (other than, in either case, due solely to the status of such holder as an affiliate of the Company within the meaning of the Securities Act or due to such holder's inability to make the representations referred to above),

we have agreed to use our commercially reasonable efforts to file, as promptly as reasonably practicable, one or more registration statements under the Securities Act relating to a shelf registration (the "Shelf Registration Statement"), of the Old Notes or New Notes, as the case may be, for resale by holders or, in the case of clause (3), of the Old Notes held by the Initial Purchasers for resale by the Initial Purchasers (the "Resale Registration"), and will use our commercially reasonable efforts to cause the Shelf Registration Statement to become effective within 90 days following the date on which the obligation to file the Shelf Registration Statement arises. We will use our commercially reasonable efforts to cause the Shelf Registration Statement to remain effective until the earlier of 365 days following the effective date of such registration statement or such shorter period that will terminate when all the securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or are distributed to the public pursuant to Rule 144 or, after the 90^th day following the effectiveness of the Shelf Registration Statement, would be eligible to be sold by a Person that is not an "affiliate" (as defined in Rule 144) of us pursuant to Rule 144 without volume or manner of sale restrictions. Under certain circumstances, we may suspend the availability of the Shelf Registration Statement for certain periods of time.

        We will, in the event of the Resale Registration, provide to the holder or holders of the applicable Old Notes copies of the prospectus that is a part of the Shelf Registration Statement, notify such holder or holders when the Resale Registration for the applicable Old Notes has become effective and take certain other actions as are required to permit unrestricted resales of the applicable Notes. A holder of Old Notes that sells such Old Notes pursuant to the Resale Registration generally would be required to be named as a selling securityholder in the prospectus related to the Shelf Registration Statement and to deliver a prospectus to purchasers, will be subject to certain of the civil liability provisions under the Securities Act in connection with such sales and will be bound by the provisions of the Registration Rights Agreement that are applicable to such a holder (including certain indemnification obligations). In addition, each such holder of Old Notes will be required, among other things, to deliver information to be used in connection with the Shelf Registration Statement within the time periods set forth in the Registration Rights Agreement in order to benefit from the provisions regarding additional interest set forth below.

        In the event that:

        (1)   the Exchange Offer Registration Statement has not become effective or been declared effective within 365 days following the effective date of the Merger; or

230

        (2)   the Exchange Offer has not been consummated within 395 days following the effective date of the Merger; or

        (3)   if a Shelf Registration Statement is required to be filed under the Registration Rights Agreement, the Shelf Registration Statement is not declared effective within 90 days following the date on which the obligation to file the Shelf Registration Statement arises; or

        (4)   any Shelf Registration Statement required by the Exchange and Registration Rights Agreement is filed and declared effective, and during the period the Company is required to use its commercially reasonable efforts to cause the Shelf Registration Statement to remain effective (i) the Company shall have suspended and be continuing to suspend the availability of the Shelf Registration Statement for more than 60 days in the aggregate in any consecutive twelve month period, or (ii) such Shelf Registration Statement ceases to be effective and such Shelf Registration Statement is not replaced within 90 days by a Shelf Registration Statement that is filed and declared effective (any such event referred to in clauses (1) through (4) is referred to as a "Registration Default"),

        then additional interest will accrue on the Transfer Restricted Notes (as defined below), for the period from the occurrence of a Registration Default (but only with respect to one Registration Default at any particular time) until such time as all Registration Defaults have been cured at a rate per annum equal to 0.25% during the first 90-day period following the occurrence of such Registration Default which rate shall increase by an additional 0.25% during each subsequent 90-day period, up to a maximum of 0.50% regardless of the number of Registration Defaults that shall have occurred and be continuing. Any such additional interest will be paid in the same manner and on the same dates as interest payments in respect of Transfer Restricted Notes. Following the cure of all Registration Defaults, the accrual of such additional interest will cease. A Registration Default with respect to a failure to file, cause to become effective or maintain the effectiveness of a Shelf Registration Statement will be deemed cured upon consummation of the exchange offer in the case of a Shelf Registration Statement required to be filed due to a failure to consummate the exchange offer within the required time period.

        For purposes of the foregoing, "Transfer Restricted Notes" means each Old Note until (1) the date on which such Old Note has been exchanged for a freely transferable New Note in the exchange offer, (2) the date on which such Old Note has been effectively registered under the Securities Act and disposed of in accordance with a Shelf Registration Statement, (3) the date on which such Old Note is distributed to the public pursuant to Rule 144 of the Securities Act under circumstances in which any legend borne by such Old Note relating to restrictions on transferability is removed pursuant to the Indenture or (4) the earliest date that is no less than 545 days after the date of the Indenture and on which such Note would be eligible to be sold by a Person that is not an "affiliate" (as defined in Rule 144) of us pursuant to Rule 144 without volume or manner of sale restrictions.

        The Old Notes which are not tendered in the exchange offer will remain outstanding and will be subject to all the terms and conditions specified in the Indenture, including transfer restrictions, but will not be entitled to any further registration rights under the Registration Rights Agreement.

        The Old Notes and the New Notes will be considered collectively to be a single class for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.

231

PLAN OF DISTRIBUTION

        Each broker-dealer that receives New Notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with the resale of New Notes received in exchange for Old Notes, where such Old Notes were acquired as a result of market-making activities or other trading activities. We have agreed that for a period of up to 90 days after the exchange offer is consummated, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale.

        We will not receive any proceeds from any sale of New Notes by broker-dealers. New Notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time, in one or more transactions, through the over-the-counter market, in negotiated transactions, through the writing of options on the New Notes or a combination of such methods of resale, at prevailing market prices at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or, alternatively, to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such New Notes. Any broker-dealer that resells New Notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such New Notes may be deemed to be an "underwriter" within the meaning of the Securities Act, and any profit on any such resale of New Notes and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

        We have agreed to pay all expenses incident to the exchange offer, other than underwriting discounts and commissions, brokerage commissions and applicable transfer taxes, and will indemnify certain Holders of the Notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

        Based on interpretations by the Staff of the SEC as set forth in no-action letters issued to third parties (including Exxon Capital Holdings Corporation (available May 13, 1988), Morgan Stanley & Co. Incorporated (available June 5, 1991), K-111 Communications Corporation (available May 14, 1993) and Shearman & Sterling (available July 2, 1993)), we believe that the New Notes issued pursuant to the exchange offer may be offered for resale, resold and otherwise transferred by any holder of such New Notes, other than any such holder that is a broker-dealer or an "affiliate" of us within the meaning of Rule 405 under the Securities Act, without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that:

•

such New Notes are acquired in the ordinary course of business;

•

at the time of the commencement of the exchange offer such holder has no arrangement or understanding with any person to participate in a distribution of such New Notes; and

•

such holder is not engaged in and does not intend to engage in a distribution of such New Notes.

        We have not sought and do not intend to seek a no-action letter from the SEC, with respect to the effects of the exchange offer, and there can be no assurance that the Staff would make a similar determination with respect to the New Notes as it has in such no-action letters.

232

MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

        The following is a discussion of the material U.S. federal income tax considerations relating to the exchange offer (as described under the heading "The Exchange Offer"). This discussion is based on the U.S. Internal Revenue Code of 1986, as amended, U.S. Treasury regulations promulgated or proposed thereunder and administrative and judicial interpretations thereof, all as in effect on the date hereof, and all of which are subject to change, possibly with retroactive effect, or to different interpretation. This discussion does not address all of the U.S. federal income tax considerations that may be relevant to specific Holders (as defined below) in light of their particular circumstances or to Holders subject to special treatment under U.S. federal income tax law (such as banks, insurance companies, dealers in securities or other Holders that generally mark their securities to market for U.S. federal income tax purposes, tax-exempt entities, retirement plans, regulated investment companies, real estate investment trusts, certain former citizens or residents of the United States, Holders that hold a Note as part of a straddle, hedge, conversion or other integrated transaction or U.S. Holders that have a "functional currency" other than the U.S. dollar). This discussion does not address any U.S. state or local or non-U.S. tax considerations or any U.S. federal estate, gift or alternative minimum tax considerations. As used in this discussion, the term "Holder" means a beneficial owner of a Note.

        The exchange of an Old Note for a New Note pursuant to the exchange offer will not be treated as a sale or exchange of the Old Note by a Holder for U.S. federal income tax purposes. Accordingly, a Holder of an Old Note will not recognize any gain or loss upon the exchange of such Old Note for a New Note pursuant to the exchange offer. Such Holder's holding period for such New Note will include the holding period for such Old Note, and such Holder's adjusted tax basis in such New Note will be the same as such Holder's adjusted tax basis in such Old Note. There will be no U.S. federal income tax consequences to a Holder of an Old Note that does not participate in the exchange offer.

INVESTORS SHOULD CONSULT THEIR OWN TAX ADVISORS REGARDING THE U.S. FEDERAL, STATE AND LOCAL AND NON-U.S. INCOME AND OTHER TAX CONSIDERATIONS RELATING TO THE EXCHANGE OFFER IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES.

233

CERTAIN ERISA CONSIDERATIONS

        The following is a summary of certain considerations associated with the exchange of Old Notes for New Notes by employee benefit plans that are subject to Title I of ERISA, plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the Code ("ERISA Plans") or provisions under any federal, state, local, non-U.S. or other laws or regulations that are similar to such provisions of ERISA or the Code (collectively, "Similar Laws"), and entities whose underlying assets are considered to include "plan assets" of any such plan, account or arrangement (each arrangement or ERISA Plan, a "Plan").

Prohibited transaction issues

        Section 406 of ERISA and Section 4975 of the Code prohibit ERISA Plans from engaging in specified transactions involving plan assets with persons or entities who are "parties in interest," within the meaning of ERISA, or "disqualified persons," within the meaning of Section 4975 of the Code, unless an exemption is available. A party in interest or disqualified person who engages in a non-exempt prohibited transaction may be subject to excise taxes and other penalties and liabilities under ERISA and the Code. In addition, the fiduciary of the ERISA Plan that engages in such a non-exempt prohibited transaction may be subject to penalties and liabilities under ERISA and the Code. The acquisition, exchange or holding of Notes by an ERISA Plan with respect to which the Issuer or the Guarantors are considered a party in interest or a disqualified person may constitute or result in a direct or indirect prohibited transaction under Section 406 of ERISA and/or Section 4975 of the Code, unless the investment is acquired, exchanged and is held in accordance with an applicable statutory, class or individual prohibited transaction exemption.

        In this regard, the U.S. Department of Labor has issued prohibited transaction class exemptions, or "PTCEs," that may provide exemptive relief for direct or indirect prohibited transactions resulting from the sale, purchase, exchange or holding of the Notes. These class exemptions include, without limitation, PTCE 84-14 respecting transactions determined by independent qualified professional asset managers, PTCE 90-1 respecting insurance company pooled separate accounts, PTCE 91-38 respecting bank collective investment funds, PTCE 95-60 respecting life insurance company general accounts, and PTCE 96-23 respecting transactions determined by in-house asset managers, although there can be no assurance that all of the conditions of any such exemptions will be satisfied.

        Employee benefit plans that are governmental plans (as defined in Section 3(32) of ERISA), certain church plans (as defined in Section 3(33) or ERISA) and foreign plans (as described in Section 4(b)(4) of ERISA) are not subject to these "prohibited transaction" rules of ERISA or Section 4975 of the Code, but may be subject to similar rules under any federal, state, local, non-U.S. or other laws or regulations that are similar to such provisions of ERISA or Section 4975 of the Code.

        Because of the foregoing, the Notes should not be purchased, exchanged or held by any person investing "plan assets" of any Plan, unless such purchase, exchange and holding will not constitute a non-exempt prohibited transaction under ERISA and the Code or similar violation of any applicable Similar Laws.

Representation

        Accordingly, by exchange of a Note each holder, or in the case of a transfer of the Note, subsequent transferee will be deemed to have represented and warranted that either (a) no portion of the assets used by such holder or transferee to acquire, exchange or hold the Notes constitutes assets of any Plan or (b) the acquisition, exchange and holding, as applicable, of the Notes by such holder or transferee will not constitute a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or similar violation under any applicable Similar Laws.

234

        The foregoing discussion is general in nature and is not intended to be all-inclusive. Due to the complexity of these rules and the penalties that may be imposed upon persons involved in non-exempt prohibited transactions, it is particularly important that fiduciaries, or other persons considering purchasing or exchanging the Notes (and holding the Notes) on behalf of, or with the assets of, any Plan, consult with their counsel regarding the potential applicability of ERISA, Section 4975 of the Code and any Similar Laws to such investment and whether an exemption would be applicable to the purchase and holding of the Notes.

VALIDITY OF THE NOTES

        Debevoise & Plimpton LLP, New York, New York will pass upon the validity of the New Notes and the guarantees. Debevoise & Plimpton LLP will rely upon the opinions of the following firms: Cabaniss, Johnston, Gardner, Dumas & O'Neal LLP, as to certain matters of Alabama law; Bryan Cave LLP, as to certain matters of Arizona, Illinois and Missouri law; Holme Roberts & Owen LLP, as to certain matters of California and Colorado law; Greenberg Traurig LLP, as to certain matters of Connecticut, Florida, Georgia, Massachusetts, Pennsylvania and Texas law; Richards, Layton & Finger, P.A., as to certain matters of Delaware law; Goodsill Anderson Quinn & Stifel LLP, as to certain matters of Hawaii law; Stewart & Irwin, P.C., as to certain matters of Indiana law; Epstein Becker & Green, P.C., as to certain matters of Maryland and Virginia law; Foley & Lardner LLP, as to certain matters of Michigan and Wisconsin law; Brownstein Hyatt Farber Schreck, LLP, as to certain matters of Nevada law; Dinsmore & Shohl LLP, as to certain matters of Ohio law; and Stoel Rives LLP, as to certain matters of Oregon law. Debevoise & Plimpton LLP has in the past provided, and continues to provide, legal services to CD&R and its affiliates. Franci J. Blassberg, Esq., a member of Debevoise & Plimpton LLP, is married to Joseph L. Rice, III, who is the Chairman of CD&R.

WHERE YOU CAN FIND MORE INFORMATION

        In connection with the exchange offer, we have filed with the SEC a registration statement on Form S-4 under the Securities Act relating to the New Notes to be issued in the exchange offer. As permitted by SEC rules, this prospectus omits information included in the registration statement. For a more complete understanding of the exchange offer, you should refer to the registration statement, including its exhibits.

        Following effectiveness of the registration statement relating to the exchange offer, we will be required to file annual reports, information, documents and other reports with the SEC. The Indenture requires us to transmit to the holders of the Notes and the Trustee the annual reports, information, documents and reports that we are required to file with the SEC under Section 13(a) or 15(d) of the Securities Exchange Act of 1934 within 15 days after the date on which we are required to file or would be required to file if we were so subject.

        The public may read and copy any reports or other information that we file with the SEC. Such filings are available to the public over the internet at the SEC's website at http://www.sec.gov. The SEC's website is included in this prospectus as an inactive textual reference only. You may also read and copy any document that we file with the SEC at its public reference room at 100 F Street, NE, Washington DC 20549. You may obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330. You may also obtain a copy of the exchange offer's registration statement and other information that we file with the SEC at no cost by calling us or writing to us at the following address:

Emergency Medical Services Corporation
6200 S. Syracuse Way, Suite 200
Greenwood Village, CO 80111
Attn: Chief Financial officer
(303) 495-1200.

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        In order to obtain timely delivery of such materials, you must request documents from us no later than five business days before you make your investment decision or at the latest by                 , 2011.

EXPERTS

        The consolidated financial statements of Emergency Medical Services Corporation at December 31, 2010 and 2009, and for each of the three years in the period ended December 31, 2010, appearing in this Prospectus and Registration Statement have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

236

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Audited Consolidated Financial Statements
Report of Ernst & Young LLP, Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets as of December 31, 2010 and 2009	F-3
Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, 2010, 2009 and 2008	F-4
Consolidated Statements of Changes in Equity for the years ended December 31, 2010, 2009 and 2008	F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2010, 2009 and 2008	F-7
Notes to Consolidated Financial Statements	F-8
Unaudited Consolidated Financial Statements
Consolidated Statements of Operations and Comprehensive Income (Loss) for the period from May 25, 2011 through June 30, 2011 for the Successor and for the period from April 1, 2011 through May 24, 2011, the period from January 1, 2011 through May 24, 2011 and the three and six months ended June 30, 2010 for the Predecessor	F-47
Consolidated Balance Sheets as of June 30, 2011 and December 31, 2010	F-49
Consolidated Statements of Cash Flows for the period from May 25, 2011 through June 30, 2011 for the Successor and for the period from April 1, 2011 through May 24, 2011, the period from January 1, 2011 through May 24, 2011 and the three and six months ended June 30, 2010 for the Predecessor	F-50
Notes to Unaudited Consolidated Financial Statements	F-53

F-1

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of Emergency Medical Services Corporation

        We have audited the accompanying consolidated balance sheets of Emergency Medical Services Corporation as of December 31, 2010 and 2009, and the related consolidated statements of operations and comprehensive income, changes in equity, and cash flows for each of the three years in the period ended December 31, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Emergency Medical Services Corporation at December 31, 2010 and 2009, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2010, in conformity with U.S. generally accepted accounting principles.

	/s/ ERNST & YOUNG LLP
Denver, Colorado February 17, 2011, except for Note 20, as to which the date is September 21, 2011

F-2

Emergency Medical Services Corporation
Consolidated Balance Sheets
(in thousands, except share and per share amounts)

				December 31,
				2010			2009
Assets
Current assets:
	Cash and cash equivalents			$	287,361		$	332,888
	Insurance collateral				33,476			24,986
	Trade and other accounts receivable, net				489,658			459,088
	Parts and supplies inventory				23,031			22,270
	Prepaids and other current assets				18,617			19,662
	Current deferred tax assets				—			6,323
		Total current assets			852,143			865,217
Non-current assets:
	Property, plant and equipment, net				133,731			125,855
	Intangible assets, net				180,374			102,654
	Non-current deferred tax assets				—			13,468
	Insurance collateral				136,063			143,886
	Goodwill				427,405			381,951
	Other long-term assets				18,836			21,676
		Total assets		$	1,748,552		$	1,654,707
Liabilities and Equity
Current liabilities:
	Accounts payable			$	39,581		$	70,759
	Accrued liabilities				259,638			273,704
	Current deferred tax liabilities				5,114			—
	Current portion of long-term debt				16,333			4,676
		Total current liabilities			320,666			349,139
Long-term debt					404,943			449,254
Long-term deferred tax liabilities					5,971			—
Insurance reserves and other long-term liabilities					169,767			170,227
		Total liabilities			901,347			968,620
Equity:
	Preferred stock ($0.01 par value; 20,000,000 shares authorized, 0 issued and outstanding)				—			—
	Class A common stock ($0.01 par value; 100,000,000 shares authorized, 30,404,572 and 29,541,411 issued and outstanding in 2010 and 2009, respectively)				304			295
	Class B common stock ($0.01 par value; 40,000,000 shares authorized, 65,052 issued and outstanding in 2010 and 2009)				1			1
	Class B special voting stock ($0.01 par value; 1 share authorized, issued and outstanding in 2010 and 2009)				—			—
	LP exchangeable units (13,724,676 units issued and outstanding in 2010 and 2009)				90,776			90,776
	Treasury stock at cost (30,778 shares in 2010)				(1,684	)		—
	Additional paid-in capital				305,258			275,316
	Retained earnings				450,766			319,042
	Accumulated other comprehensive income				1,784			657
		Total equity			847,205			686,087
			Total liabilities and equity	$	1,748,552		$	1,654,707

The accompanying notes are an integral part of these financial statements.

F-3

Emergency Medical Services Corporation
Consolidated Statements of Operations and Comprehensive Income
(in thousands, except share and per share amounts)

		Year ended December 31,
		2010			2009			2008
Net revenue		$	2,859,322		$	2,569,685		$	2,409,864
Compensation and benefits			2,023,503			1,796,779			1,637,425
Operating expenses			359,262			334,328			383,359
Insurance expense			97,330			97,610			82,221
Selling, general and administrative expenses			67,912			63,481			69,658
Depreciation and amortization expense			65,332			64,351			68,980
	Income from operations		245,983			213,136			168,221
Interest income from restricted assets			3,105			4,516			6,407
Interest expense			(22,912	)		(40,996	)		(42,087	)
Realized gain on investments			2,450			2,105			2,722
Interest and other income			968			1,816			2,055
Loss on early debt extinguishment			(19,091	)		—			(241	)
	Income before income taxes and equity in earnings of unconsolidated subsidiary		210,503			180,577			137,077
Income tax expense			(79,126	)		(65,685	)		(52,530	)
	Income before equity in earnings of unconsolidated subsidiary		131,377			114,892			84,547
Equity in earnings of unconsolidated subsidiary			347			347			300
	Net income		131,724			115,239			84,847
Other comprehensive income (loss), net of tax:
	Unrealized holding gains (losses) during the period		164			(1,413	)		(274	)
	Unrealized gains (losses) on derivative financial instruments		963			3,662			(2,324	)
Comprehensive income		$	132,851		$	117,488		$	82,249
Basic net income per common share		$	3.00		$	2.71		$	2.04
Diluted net income per common share		$	2.95		$	2.64		$	1.97
Average common shares outstanding, basic			43,960,912			42,552,716			41,652,783
Average common shares outstanding, diluted			44,693,367			43,623,800			43,130,782

The accompanying notes are an integral part of these financial statements.

F-4

Emergency Medical Services Corporation
Consolidated Statements of Changes in Equity

		Shares/Units
		Class A Common Stock			Class B Common Stock			Class B Special Voting Stock		LP Exchangeable Units			Treasury Stock
Balances December 31, 2007			9,320,347			142,545			1		32,107,500			—
	Exercise of options		265,792			—			—		—			—
	Issuance of stock under stock purchase plans		20,627			—			—		—			—
Balances December 31, 2008			9,606,766			142,545			1		32,107,500			—
	Exercise of options		1,459,851			—			—		—			—
	Restricted stock awarded		5,833			—			—		—			—
	Issuance of stock under stock purchase plans		8,644			—			—		—			—
	Secondary offering exchanges		18,400,000			(17,176	)		—		(18,382,824	)		—
	Exchange of Class B common stock		60,317			(60,317	)		—		—			—
Balances December 31, 2009			29,541,411			65,052			1		13,724,676			—
	Exercise of options		791,619			—			—		—			—
	Restricted stock awarded		89,207			—			—		—			—
	Issuance of stock under stock purchase plans		13,113			—			—		—			—
	Shares repurchased		(30,778	)		—			—		—			30,778
Balances December 31, 2010			30,404,572			65,052			1		13,724,676			30,778

The accompanying notes are an integral part of these financial statements.

F-5

Emergency Medical Services Corporation

Consolidated Statements of Changes in Equity (Continued)

(in thousands)

		Class A Common Stock		Class B Common Stock		LP Exchangeable Units			Treasury Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)			Total Equity
Balances December 31, 2007		$	93	$	1	$	212,361		$	—		$	117,079	$	118,956	$	1,006		$	449,496
	Exercise of options		3		—		—			—			1,776		—		—			1,779
	Equity-based compensation		—		—		—			—			4,871		—		—			4,871
	Issuance of stock under stock purchase plans		—		—		—			—			644		—		—			644
	Net income		—		—		—			—			—		84,847		—			84,847
	Unrealized holding losses		—		—		—			—			—		—		(274	)		(274	)
	Net change in fair value of interest rate swap agreement		—		—		—			—			—		—		(2,324	)		(2,324	)
Balances December 31, 2008			96		1		212,361			—			124,370		203,803		(1,592	)		539,039
	Exercise of options		15		—		—			—			10,500		—		—			10,515
	Equity-based compensation		—		—		—			—			18,640		—		—			18,640
	Issuance of stock under stock purchase plans		—		—		—			—			405		—		—			405
	Secondary offering exchanges		184		—		(121,585	)		—			121,401		—		—			—
	Net income		—		—		—			—			—		115,239		—			115,239
	Unrealized holding losses		—		—		—			—			—		—		(1,413	)		(1,413	)
	Net change in fair value of interest rate swap agreement		—		—		—			—			—		—		3,556			3,556
	Fair value of fuel hedge		—		—		—			—			—		—		106			106
Balances December 31, 2009			295		1		90,776			—			275,316		319,042		657			686,087
	Exercise of options		9		—		—			—			6,898		—		—			6,907
	Equity-based compensation		—		—		—			—			22,359		—		—			22,359
	Issuance of stock under stock purchase plans		—		—		—			—			685		—		—			685
	Shares repurchased		—		—		—			(1,684	)		—		—		—			(1,684	)
	Net income		—		—		—			—			—		131,724		—			131,724
	Unrealized holding gains		—		—		—			—			—		—		164			164
	Fair value of fuel hedge		—		—		—			—			—		—		963			963
Balances December 31, 2010		$	304	$	1	$	90,776		$	(1,684	)	$	305,258	$	450,766	$	1,784		$	847,205

The accompanying notes are an integral part of these financial statements.

F-6

Emergency Medical Services Corporation

Consolidated Statements of Cash Flows
(in thousands)

				Year ended December 31,
				2010			2009			2008
Cash Flows from Operating Activities
Net income				$	131,724		$	115,239		$	84,847
Adjustments to reconcile net income to net cash provided by operating activities:
	Depreciation and amortization				67,780			66,182			71,084
	Loss (gain) on disposal of property, plant and equipment				99			111			(175	)
	Equity-based compensation expense				6,699			3,979			2,476
	Excess tax benefits from stock-based compensation				(15,660	)		(17,448	)		—
	Loss on early debt extinguishment				19,091			—			241
	Equity in earnings of unconsolidated subsidiary				(347	)		(347	)		(300	)
	Dividends received				403			971			—
	Deferred income taxes				(1,179	)		42,449			41,019
	Changes in operating assets/liabilities, net of acquisitions:
		Trade and other accounts receivable			(22,241	)		18,742			27,618
		Parts and supplies inventory			(572	)		(1,110	)		(1,050	)
		Prepaids and other current assets			905			19,425			(8,378	)
		Accounts payable and accrued liabilities			(3,116	)		17,998			(1,447	)
		Insurance accruals			1,958			6,362			(4,478	)
			Net cash provided by operating activities		185,544			272,553			211,457
Cash Flows from Investing Activities
Purchases of property, plant and equipment					(49,121	)		(44,728	)		(32,088	)
Proceeds from sale of property, plant and equipment					198			120			408
Acquisitions of businesses, net of cash received					(119,897	)		(75,612	)		(55,825	)
Net change in insurance collateral					(503	)		4,411			9,444
Other investing activities					10,458			(820	)		3,116
			Net cash used in investing activities		(158,865	)		(116,629	)		(74,945	)
Cash Flows from Financing Activities
EMSC issuance of class A common stock					6,907			10,515			2,423
Class A common stock repurchased as treasury stock					(1,684	)		—			—
Repayments of capital lease obligations and other debt					(458,886	)		(5,109	)		(39,230	)
Borrowings under revolving credit facility					425,000			—			14,000
Debt issue costs					(12,085	)		—			—
Payment for debt extinguishment premiums					(14,513	)		—			—
Excess tax benefits from stock-based compensation					15,660			17,448			—
Net change in bank overdrafts					(32,605	)		7,937			3,554
			Net cash provided by (used in) financing activities		(72,206	)		30,791			(19,253	)
Change in cash and cash equivalents					(45,527	)		186,715			117,259
Cash and cash equivalents, beginning of period					332,888			146,173			28,914
Cash and cash equivalents, end of period				$	287,361		$	332,888		$	146,173
Cash paid for interest				$	29,221		$	39,355		$	40,427
Cash paid (refunds received) for taxes				$	70,982		$	(7,057	)	$	11,511
Non-cash activities
Capital lease obligations incurred				$	—		$	—		$	682

The accompanying notes are an integral part of these financial statements.

F-7

Emergency Medical Services Corporation

Notes to Consolidated Financial Statements
(dollars in thousands, except for share and per share amounts)

1. General

Basis of Presentation of Financial Statements

        These financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") to reflect the consolidated financial position, results of operations and cash flows of Emergency Medical Services Corporation ("EMSC" or the "Company"). The consolidated financial statements of EMSC include those of its direct subsidiary, Emergency Medical Services, L.P. ("EMS LP"), a Delaware limited partnership (see note 2 "Summary of Significant Accounting Policies—Equity Structure").

        The Company operates in two segments, AMR in the healthcare transportation service business and EmCare in the facility-based physician service business. AMR operates in 38 states, providing a full range of medical transportation services from basic patient transit to the most advanced emergency care and pre-hospital assistance. In addition, AMR operates emergency (911) call and response services for large and small communities all across the United States, offers contracted medical staffing, and provides telephone triage, transportation dispatch and demand management services. EmCare provides facility-based physician services for emergency departments and hospitalist/inpatient, anesthesiology, radiology and teleradiology programs with 569 contracts in 40 states. EmCare recruits physicians, gathers their credentials, arranges contracts for their services, assists in monitoring their performance and arranges their scheduling. In addition, EmCare assists clients in such operational areas as staff coordination, quality assurance, departmental accreditation, billing, record-keeping, third-party payment programs, and other administrative services.

2. Summary of Significant Accounting Policies

Consolidation

        The consolidated financial statements include EMSC, its subsidiary EMS LP, and EMS LP's subsidiaries, AMR and EmCare. All significant intercompany transactions and balances have been eliminated in consolidation.

Use of Estimates

        The preparation of financial statements requires management to make estimates and assumptions relating to the reporting of results of operations, financial condition and related disclosure of contingent assets and liabilities at the date of the financial statements including, but not limited to, estimates and assumptions for accounts receivable and insurance related reserves. Actual results may differ from those estimates under different assumptions or conditions.

Cash and Cash Equivalents

        Cash and cash equivalents are composed of highly liquid investments with a maturity of three months or less at acquisition, and are recorded at market value.

        At December 31, 2009, bank overdrafts of $32.6 million were included in accounts payable in the accompanying balance sheets. There were no bank overdrafts included in accounts payable at December 31, 2010 due to changes in the structure of depository accounts to now cover the balance of outstanding checks.

F-8

Emergency Medical Services Corporation

Notes to Consolidated Financial Statements (Continued)
(dollars in thousands, except for share and per share amounts)

2. Summary of Significant Accounting Policies (Continued)

Insurance Collateral

        Insurance collateral is principally comprised of government and investment grade securities and cash deposits with third parties and supports the Company's insurance program and reserves. Certain of these investments, if sold or otherwise liquidated, would have to be replaced by other suitable financial assurances and are, therefore, considered restricted.

Trade and Other Accounts Receivable, net

        The Company estimates its allowances based on payor reimbursement schedules, historical collections and write-off experience and other economic data. Patient-related accounts receivable are recorded net of estimated allowances for contractual discounts and uncompensated care in the period in which services are performed. Account balances are charged off against the uncompensated care allowance, which relates principally to receivables recorded for self-pay patients, when it is probable the receivable will not be recovered. Write-offs to the contractual allowance occur when payment is received. As a result of the estimates used in recording the allowances, the nature of healthcare collections, which may involve lengthy delays, and the current uncertainty in the economy, there is a reasonable possibility that recorded estimates will change materially in the short-term.

        The following table presents accounts receivable, net and accounts receivable allowances by segment:

			December 31,
			2010		2009
Accounts receivable, net
EMS			$	195	$	112
AMR				259,774		245,060
EmCare				229,689		213,916
	Total		$	489,658	$	459,088
Accounts receivable allowances
AMR
	Allowance for contractual discounts		$	204,229	$	179,913
	Allowance for uncompensated care			164,580		150,007
		Total	$	368,809	$	329,920
EmCare
	Allowance for contractual discounts		$	887,959	$	821,372
	Allowance for uncompensated care			464,839		422,008
		Total	$	1,352,798	$	1,243,380

        The changes in the allowances for contractual discounts and uncompensated care are primarily a result of changes in the Company's gross fee-for-service rate schedules and gross accounts receivable balances. These gross fee schedules, including any changes to existing fee schedules, generally are negotiated with various contracting entities, including municipalities and facilities. Fee schedule increases are billed for all revenue sources and to all payors under that specific contract; however,

F-9

Emergency Medical Services Corporation

Notes to Consolidated Financial Statements (Continued)
(dollars in thousands, except for share and per share amounts)

2. Summary of Significant Accounting Policies (Continued)

reimbursement in the case of certain state and federal payors, including Medicare and Medicaid, will not change as a result of the change in gross fee schedules. In certain cases, this results in a higher level of contractual and uncompensated care provisions and allowances, requiring a higher percentage of contractual discount and uncompensated care provisions compared to gross charges.

Parts and Supplies Inventory

        Parts and supplies inventory is valued at cost, determined on a first-in, first-out basis. Durable medical supplies, including stretchers, oximeters and other miscellaneous items, are capitalized as inventory and expensed as used.

Property, Plant and Equipment, net

        Property, plant and equipment were reflected at their estimated fair value as of February 1, 2005 in connection with the acquisition of EMS LP led by Onex Partners LP and Onex Corporation ("Onex"). Additions to property, plant and equipment subsequent to this date are recorded at cost. Maintenance and repairs that do not extend the useful life of the property are charged to expense as incurred. Gains and losses from dispositions of property, plant and equipment are recorded in the period incurred. Depreciation of property, plant and equipment is provided substantially on a straight-line basis over their estimated useful lives, which are as follows:

Buildings	35 to 40 years
Leasehold improvements	Shorter of expected life or life of lease
Vehicles	5 to 7 years
Computer hardware and software	3 to 5 years
Other	3 to 10 years

Goodwill

        The Company compares the fair value of its reporting units to the carrying amounts on an annual basis to determine if there is potential goodwill impairment. If the fair value of the reporting units is less than the carrying value, an impairment loss is recorded to the extent that the fair value of the goodwill within the reporting unit is less than its carrying value.

        The Company uses an independent valuation group to assist in the determination of the fair value of its reporting units. The independent valuation group uses a present value technique, corroborated by market multiples when available and as appropriate, for each of the reporting units. EMSC's annual goodwill impairment assessment is performed during the third quarter each year. No impairment indicators were noted in completing the Company's annual impairment assessments in 2010, 2009, or 2008 and no indicators were noted which would indicate that subsequent interim impairment tests were necessary.

Impairment of Long-lived Assets other than Goodwill and Other Definite Lived Intangibles

        Long-lived assets other than goodwill and other definite lived intangibles are assessed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Important factors which could trigger impairment review include significant

F-10

Emergency Medical Services Corporation

Notes to Consolidated Financial Statements (Continued)
(dollars in thousands, except for share and per share amounts)

2. Summary of Significant Accounting Policies (Continued)

underperformance relative to historical or projected future operating results, significant changes in the use of the acquired assets or the strategy for the overall business, and significant negative industry or economic trends. If indicators of impairment are present, management evaluates the carrying value of long-lived assets other than goodwill and other definite lived intangibles in relation to the projection of future undiscounted cash flows of the underlying business. Projected cash flows are based on historical results adjusted to reflect management's best estimate of future market and operating conditions, which may differ from actual cash flows. There were no indicators of impairment in 2010, 2009, or 2008.

Contract Value

        The Company's contracts and customer relationships, recorded initially at their estimated fair value, represent the amortized value of such assets held by the Company. Consistent with management's expectation of estimated future cash flow, these assets are amortized on a straight-line basis over the average length of the contracts and expected contract renewal period, and range from 3 to 15 years depending on the type of contract and customer relationship.

Other Indefinite Lived Intangibles

        Other indefinite lived intangibles, including radio frequency licenses and trade names, are considered to be indefinite lived intangible assets and as such are not amortized, but are reviewed for impairment on an annual basis. No impairment charges were recorded in 2010, 2009, or 2008.

Claims Liability and Professional Liability Reserves

        EMSC is self-insured up to certain limits for costs associated with workers compensation claims, automobile claims, professional liability claims and general business liabilities. Reserves are established for estimates of the loss that will ultimately be incurred on claims that have been reported but not paid and claims that have been incurred but not reported. These reserves are established based on consultation with independent actuaries. The actuarial valuations consider a number of factors, including historical claim payment patterns and changes in case reserves, the assumed rate of increase in healthcare costs and property damage repairs. Historical experience and recent trends in the historical experience are the most significant factors in the determination of these reserves. Management believes the use of actuarial methods to account for these reserves provides a consistent and effective way to measure these subjective accruals. However, given the magnitude of the claims involved and the length of time until the ultimate cost is known, the use of any estimation technique in this area is inherently sensitive. Accordingly, recorded reserves could differ from ultimate costs related to these claims due to changes in accident reporting, claims payment and settlement practices or claims reserve practices, as well as differences between assumed and future cost increases. Accrued unpaid claims and expenses that are expected to be paid within the next twelve months are classified as current liabilities. All other accrued unpaid claims and expenses are classified as non-current liabilities.

Equity Structure

        The Company is the general partner of EMS LP and holds 68.9% of the equity interests in EMS LP as of December 31, 2010. LP exchangeable units, held by persons affiliated with the Company's principal equity holder, represent the balance of the EMS LP equity. The LP exchangeable

F-11

Emergency Medical Services Corporation

Notes to Consolidated Financial Statements (Continued)
(dollars in thousands, except for share and per share amounts)

2. Summary of Significant Accounting Policies (Continued)

units are exchangeable at any time, at the option of the holder, for shares of the Company's class B common stock on a one-for-one basis. The holders of the LP exchangeable units have the right to vote, through the trustee holder of the Company's class B special voting stock, at all stockholder meetings at which holders of the Company's class B common stock or class B special voting stock are entitled to vote.

        In the EMS LP partnership agreement, the Company has agreed to maintain the economic equivalency of the LP exchangeable units and the class B common stock, and the holders of the LP exchangeable units have no general voting rights. The LP exchangeable units, when considered with the class B special voting stock, have the same rights, privileges and characteristics of the Company's class B common stock. The LP exchangeable units are intended to be economically equivalent to the class B common stock of the Company in that the LP exchangeable units carry the right to vote (by virtue of the class B special voting stock) with the holders of class B common stock as if one class, and entitle holders to receive distributions only if the equivalent dividends are declared on the Company's class B common stock. Accordingly, the Company accounts for the LP exchangeable units as if the LP exchangeable units were shares of its common stock, including reporting the LP exchangeable units in the equity section of the Company's balance sheet and including the number of outstanding LP exchangeable units in both its basic and diluted earnings per share calculations.

Derivatives and Hedging Activities

        All derivative instruments are recorded on the balance sheet at fair value. The Company uses derivative instruments to manage risks associated with interest rate and fuel price volatility. All hedging instruments that qualify for hedge accounting are designated and effective as hedges, in accordance with GAAP. If the underlying hedged transaction ceases to exist, all changes in fair value of the related derivatives that have not been settled are recognized in current earnings. Instruments that do not qualify for hedge accounting and the ineffective portion of hedges are marked to market with changes recognized in current earnings. The Company does not hold or issue derivative financial instruments for trading purposes and is not a party to leveraged derivatives (see note 9 "Derivative Instruments and Hedging Activities").

EmCare Contractual Arrangements

        EmCare structures its contractual arrangements for emergency department management services in various ways. In most states, a wholly-owned subsidiary of EmCare ("EmCare Subsidiary") contracts with hospitals to provide emergency department management services. The EmCare Subsidiary enters into an agreement ("PA Management Agreement") with a professional association or professional corporation ("PA"), whereby the EmCare Subsidiary provides the PA with management services and the PA agrees to provide physician services for the hospital contract. The PA employs physicians directly or subcontracts with another entity for the physician services. In certain states, the PA contracts directly with the hospital, but provides physician services and obtains management services in the same manner as described above. In all arrangements, decisions regarding patient care are made exclusively by the physicians. In consideration for these services, the EmCare Subsidiary receives a monthly fee that may be adjusted from time to time to reflect industry practice, business conditions, and actual expenses for administrative costs and uncollectible accounts. In most states, these fees approximate the excess of the PA's revenues over its expenses.

F-12

Emergency Medical Services Corporation

Notes to Consolidated Financial Statements (Continued)
(dollars in thousands, except for share and per share amounts)

2. Summary of Significant Accounting Policies (Continued)

        Each PA is wholly-owned by a physician who enters into a Stock Transfer and Option Agreement with EmCare. This agreement gives EmCare the right to replace the physician owner with another physician in accordance with the terms of the agreement.

        EmCare has determined that these management contracts met the requirements for consolidation in accordance with GAAP. Accordingly, the consolidated financial statements of EmCare and these financial statements include the accounts of EmCare and its subsidiaries and the PAs. The financial statements of the PAs are consolidated with EmCare and its subsidiaries because EmCare has ultimate control over the assets and business operations of the PAs as described above. Notwithstanding the lack of technical majority ownership, consolidation of the PAs is necessary to present fairly the financial position and results of operations of EmCare because of the existence of a control relationship by means other than record ownership of the PAs' voting stock. Control of a PA by EmCare is perpetual and other than temporary because EmCare may replace the physician owner of the PA at any time and thereby continue EmCare's relationship with the PA.

Financial Instruments and Concentration of Credit Risk

        The Company's cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities, insurance collateral, other than current portion of self-insurance estimates, long-term debt and long-term liabilities, other than self-insurance estimates, constitute financial instruments. Based on management's estimates, the carrying value of these financial instruments approximates their fair value as of December 31, 2010 and 2009. Concentration of credit risks in accounts receivable is limited, due to the large number of customers comprising EMSC's customer base throughout the United States. A significant component of the Company's revenue is derived from Medicare and Medicaid. Given that these are government programs, the credit risk for these customers is considered low. The Company performs ongoing credit evaluations of its other customers, but does not require collateral to support customer accounts receivable. The Company establishes an allowance for uncompensated care based on the credit risk applicable to particular customers, historical trends and other relevant information. For the year ended December 31, 2010, the Company derived approximately 28% of its net revenue from Medicare and Medicaid, 68% from insurance providers and contracted payors, and 4% directly from patients.

F-13

Emergency Medical Services Corporation

Notes to Consolidated Financial Statements (Continued)
(dollars in thousands, except for share and per share amounts)

2. Summary of Significant Accounting Policies (Continued)

Revenue Recognition

        Revenue is recognized at the time of service and is recorded net of provisions for contractual discounts and estimated uncompensated care. Provisions for contractual discounts and estimated uncompensated care by segment, as a percentage of gross revenue and as a percentage of gross revenue less provision for contractual discounts are as follows:

		Year ended December 31,
		2010			2009			2008
AMR
Gross revenue			100.0	%		100.0	%		100.0	%
Provision for contractual discounts			47.1	%		43.8	%		40.1	%
	Revenue net of contractual discounts		52.9	%		56.2	%		59.9	%
Provision for uncompensated care as a percentage of gross revenue			15.0	%		15.3	%		15.2	%
Provision for uncompensated care as a percentage of gross revenue less contractual discounts			28.3	%		27.3	%		25.4	%
EmCare
Gross revenue			100.0	%		100.0	%		100.0	%
Provision for contractual discounts			54.8	%		51.4	%		48.9	%
	Revenue net of contractual discounts		45.2	%		48.6	%		51.1	%
Provision for uncompensated care as a percentage of gross revenue			21.8	%		24.6	%		24.1	%
Provision for uncompensated care as a percentage of gross revenue less contractual discounts			48.4	%		50.6	%		47.1	%
Total
Gross revenue			100.0	%		100.0	%		100.0	%
Provision for contractual discounts			52.0	%		48.4	%		44.9	%
	Revenue net of contractual discounts		48.0	%		51.6	%		55.1	%
Provision for uncompensated care as a percentage of gross revenue			19.3	%		21.0	%		20.0	%
Provision for uncompensated care as a percentage of gross revenue less contractual discounts			40.3	%		40.7	%		36.3	%

        Healthcare reimbursement is complex and may involve lengthy delays. Third-party payors are continuing their efforts to control expenditures for healthcare, including proposals to revise reimbursement policies. The Company has from time to time experienced delays in reimbursement from third-party payors. In addition, third-party payors may disallow, in whole or in part, claims for payment based on determinations that certain amounts are not reimbursable under plan coverage, determinations of medical necessity, or the need for additional information. Laws and regulations governing the Medicare and Medicaid programs are very complex and subject to interpretation. Revenue is recognized on an estimated basis in the period which related services are rendered. As a result, there is a reasonable possibility that recorded estimates will change materially in the short-term.

F-14

Emergency Medical Services Corporation

Notes to Consolidated Financial Statements (Continued)
(dollars in thousands, except for share and per share amounts)

2. Summary of Significant Accounting Policies (Continued)

Such amounts, including adjustments between provisions for contractual discounts and uncompensated care, are adjusted in future periods, as adjustments become known. These adjustments were less than 1% of net revenue for each of the years ended December 31, 2010, 2009, and 2008.

        Subsidies and fees in connection with community contracts at AMR are recognized ratably over the service period the payment covers.

        The Company also provides services to patients who have no insurance or other third-party payor coverage. In certain circumstances, federal law requires providers to render services to any patient who requires care regardless of their ability to pay.

Income Taxes

        Deferred income taxes reflect the impact of temporary differences between the reported amounts of assets and liabilities for financial reporting purposes and such amounts as measured by tax laws and regulations. The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. A valuation allowance is provided for deferred tax assets when management concludes it is more likely than not that some portion of the deferred tax assets will not be recognized. The respective tax authorities, in the normal course, audit previous tax filings. It is not possible at this time to predict the final outcome of these audits or establish a reasonable estimate of possible additional taxes owing, if any.

Net Income Per Common Share

        The consolidated financial statements include "basic" and "diluted" per share information. Basic per share information is calculated by dividing net income available to stockholders by the weighted average number of shares outstanding. Diluted per share information is calculated by also considering the impact of potential common stock on both net income and the weighted average number of shares outstanding. The weighted average number of shares used in the basic earnings per share computation was 44.0 million, 42.6 million, and 41.7 million for the years ended December 31, 2010, 2009, and 2008, respectively. The only difference in the computation of basic and diluted earnings per share is the inclusion of 0.7 million, 1.1 million, and 1.5 million potential dilutive common shares for the years ended December 31, 2010, 2009, and 2008, respectively.

Stock Options

        The Company's stock options are valued using the Black-Scholes valuation model on the date of grant. Equity based compensation has been issued under the plans described in note 11.

Fair Value Measurement

        The Company classifies its financial instruments that are reported at fair value based on a hierarchal framework which ranks the level of market price observability used in measuring financial instruments at fair value. Market price observability is impacted by a number of factors, including the type of instrument and the characteristics specific to the instrument. Instruments with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will

F-15

Emergency Medical Services Corporation

Notes to Consolidated Financial Statements (Continued)
(dollars in thousands, except for share and per share amounts)

2. Summary of Significant Accounting Policies (Continued)

have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.

        Financial instruments measured and reported at fair value are classified and disclosed in one of the following categories:

        Level 1—Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. The Company does not adjust the quoted price for these assets or liabilities.

        Level 2—Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies. Balances in this category include mortgage backed securities, corporate bonds, and derivatives.

        Level 3—Pricing inputs are unobservable as of the reporting date and reflect the Company's own assumptions about the fair value of the asset or liability.

        The following table summarizes the valuation of EMSC's financial instruments by the above fair value hierarchy levels as of December 31, 2010:

Description	Total		Level 1		Level 2		Level 3
Assets:
Securities	$	113,680	$	103,367	$	10,313	$	—
Derivatives	$	1,739	$	—	$	1,739	$	—
Liabilities:
Contingent consideration	$	20,320	$	—	$	—	$	20,320

        Level 3 liabilities related to contingent consideration were added in 2010 and are discussed in further detail in note 3 to the financial statements.

Recent Accounting Pronouncements

        In August 2010, the Financial Accounting Standards Board ("FASB") further defined the requirements for measurement and disclosure of charity care provided. The amendments require that cost, both direct and indirect, be used as the measurement basis for charity care disclosure purposes. These amendments will be effective for the Company beginning January 1, 2011. Management does not expect the adoption of this guidance to have a material effect on the Company's consolidated financial statements and related disclosures.

        Also in August 2010, the FASB clarified that healthcare entities should not net insurance recoveries against a related claim liability. These amendments will be effective for the Company beginning January 1, 2011. Management does not expect the adoption of this guidance to have a material effect on the Company's consolidated financial statements and related disclosures.

3. Acquisitions

        On May 28, 2010, the Company completed the acquisition of V.I.P. Professional Services, Inc., the parent of Gold Coast Ambulance Service, which provides emergency and non-emergency ambulance

F-16

Emergency Medical Services Corporation

Notes to Consolidated Financial Statements (Continued)
(dollars in thousands, except for share and per share amounts)

3. Acquisitions (Continued)

services in southwest Ventura County, California. On June 4, 2010, an affiliate of the Company completed the acquisition of professional entities which provide anesthesiology services for Clinical Partners Management Company, an existing subsidiary of the Company. On June 30, 2010, the Company completed its acquisition of Affilion, Inc., which provides emergency department physician staffing and related management services to hospitals in Arizona, New Mexico and Texas. Also on June 30, 2010, an affiliate of the Company completed its acquisition of Fredericksburg Anesthesia Consultants, PLLC, a provider of anesthesia services to facilities in south Texas. On December 13, 2010, an affiliate of the Company completed the acquisition of Milford Anesthesia Associates, a provider of anesthesia services to 27 facilities in Connecticut and Massachusetts. The total cost of these and other smaller acquisitions in 2010 was $119.9 million and the Company has preliminarily recorded $74.5 million of goodwill and $68.9 million of other gross intangible assets as of December 31, 2010. As additional information becomes known, which refines estimated fair values of assets acquired and liabilities assumed, the purchase price allocation may be adjusted. Allocation adjustments generally occur within one year of the acquisition date.

        During the year ended December 31, 2009, the Company acquired four businesses for a total cost of $75.6 million, which was paid in cash. In April 2009, the Company acquired the assets of an entity which provides on-site emergency medical staffing, on-call physician support services, and emergency medical and safety training for companies with remote working sites such as offshore oil rigs. In August 2009, the Company acquired EverRad, LLC which provides teleradiology services to eight facilities located in Florida, North Carolina, Oklahoma, and Pennsylvania. In December 2009, the Company acquired Pinnacle Consultants Mid-Atlantic and the management services company of Pinnacle Anesthesia Consultants, P.A. (collectively referred to as "Pinnacle"), which provide anesthesiology and management services to more than 75 hospitals and surgery centers. The Pinnacle acquisition positions the Company for continued growth of anesthesia management services. The Company's purchase price allocation for these acquisitions is complete and the Company has recorded $14.3 million of goodwill and $65.2 million of other gross intangible assets as of December 31, 2010.

        During the year ended December 31, 2008, the Company acquired four entities for a total cost of $55.8 million, which was paid primarily in cash. In March 2008, the Company acquired River Medical, Inc. based in Lake Havasu, Arizona, which provides exclusive emergency ambulance transportation services to Lake Havasu City, and La Paz and Mohave Counties in western Arizona. The Company believes that this acquisition positions the Company for future expansion in the Arizona market. In April 2008, the Company acquired Aldan Emergency Physicians, P.A. which provides emergency department staffing and management services at facilities located in Brooksville, Florida and Hudson, Florida. In August 2008, the Company acquired the management services entity of Clinical Partners, P.A., a provider of anesthesiology services, as well as an associated billing company based in Longview, Texas. In October 2008, the Company acquired Templeton Readings, LLC, which is based in Baltimore, Maryland and provides final reads and telaradiology services to facilities in 31 states. The purchase price allocation for these acquisitions is substantially complete and the Company has recorded $36.3 million of goodwill and $23.3 million of other gross intangible assets as of December 31, 2010.

        As of December 31, 2010, the Company may have to pay up to $38.5 million in future periods as contingent consideration for acquisitions made prior to December 31, 2010. These payments will be made should the acquired operations achieve the terms as agreed to in the respective acquisition agreements. As of December 31, 2010, the Company has accrued $20.3 million as its estimate of the

F-17

Emergency Medical Services Corporation

Notes to Consolidated Financial Statements (Continued)
(dollars in thousands, except for share and per share amounts)

3. Acquisitions (Continued)

additional payments to be made. This balance is included in accrued liabilities in the accompanying balance sheet.

4. Property, Plant and Equipment, net

        Property, plant and equipment, net consisted of the following at December 31:

	2010			2009
Land	$	2,586		$	2,586
Building and leasehold improvements		30,248			28,854
Vehicles		175,789			157,296
Computer hardware and software		92,658			90,804
Communication and medical equipment and other		94,819			81,756
		396,100			361,296
Less: accumulated depreciation and amortization		(262,369	)		(235,441	)
Property, plant and equipment, net	$	133,731		$	125,855

        At December 31, 2009, vehicles included certain assets held under capital leases with a net book value of $2.0 million. Accumulated depreciation and amortization at December 31, 2009 includes $5.9 million relating to such vehicles. Depreciation expense, which includes amortization of assets under capital leases, was $43.0 million, $46.0 million, and $51.5 million for the years ended December 31, 2010, 2009, and 2008, respectively.

5. Intangible Assets, net

        Intangible assets, net consisted of the following at December 31:

			2010					2009
			Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization
Amortized intangible assets
	Contract value		$	267,586	$	(94,580	)	$	171,151	$	(73,401	)
	Covenant not to compete			5,098		(3,131	)		3,318		(2,015	)
		Total	$	272,684	$	(97,711	)	$	174,469	$	(75,416	)
Unamortized intangible assets
	Trade names			4,800		—			3,000		—
	Radio frequencies			601		—			601		—
		Total	$	278,085	$	(97,711	)	$	178,070	$	(75,416	)

F-18

Emergency Medical Services Corporation

Notes to Consolidated Financial Statements (Continued)
(dollars in thousands, except for share and per share amounts)

5. Intangible Assets, net (Continued)

        Amortization expense of intangible assets was $22.3 million, $18.4 million, and $17.5 million for the years ended December 31, 2010, 2009, and 2008, respectively. Estimated annual amortization over each of the next five years is expected to be:

2011	$	26,593
2012		26,297
2013		17,459
2014		16,386
2015		15,778

6. Income Taxes

        Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company's deferred taxes were as follows at December 31:

			2010			2009
Current deferred tax (liabilities) assets:
	Accounts receivable		$	26,919		$	39,712
	Accrual to cash			(51,401	)		(59,648	)
	Accrued liabilities			15,097			18,749
	Credit carryforwards			1,071			3,610
	Net operating loss carryforwards			3,200			3,900
		Net current deferred tax (liabilities) assets		(5,114	)		6,323
Long-term deferred tax (liabilities) assets:
	Intangible assets			(64,138	)		(35,729	)
	Insurance and other long-term liabilities			33,726			37,299
	Excess of tax over book depreciation			(17,585	)		(9,709	)
	Net operating loss carryforwards			47,790			28,602
	Valuation allowance			(5,764	)		(6,995	)
	Net long-term deferred tax (liabilities) assets			(5,971	)		13,468
		Net deferred tax (liabilities) assets	$	(11,085	)	$	19,791

        At December 31, 2010, the Company has net deferred tax liabilities resulting from intangible assets, accrual to cash, and other temporary differences that will increase taxable income in future periods. A valuation allowance is established when it is "more likely than not" that all, or a portion, of net deferred tax assets will not be realized. A review of all available positive and negative evidence needs to be considered, including expected reversals of significant deductible temporary differences, a company's recent financial performance, the market environment in which a company operates, tax planning strategies and the length of net operating loss ("NOL") carryforward periods. Furthermore, the weight given to the potential effect of negative and positive evidence should be commensurate with the extent to which it can be objectively verified. Based on the evaluation of such evidence, the

F-19

Emergency Medical Services Corporation

Notes to Consolidated Financial Statements (Continued)
(dollars in thousands, except for share and per share amounts)

6. Income Taxes (Continued)

Company established a $5.8 million valuation allowance as of December 31, 2010 related to some of its state deferred tax assets, a decrease of $1.2 million from December 31, 2009.

        The Company has federal NOL carryforwards of $101.6 million which expire in the years 2017 to 2029. The increase to the NOL carryforward is due primarily to acquisitions made during 2010. AMR's NOL carryforwards are subject to AMR's $1.3 million annual limitation under Section 382 of the Internal Revenue Code of 1986, as amended ("IRC"), increased by its recognized built-in gains which should enable the Company to utilize all of AMR's NOLs. In connection with the 2010 acquisitions, NOLs totaling $33.9 million are subject to an annual IRC Section 382 limitation of $2.7 million. The Company's 2010 net unrealized built-in gain and future recognition of some of these built-in gains will accelerate the usage of these NOLs.

        The Company operates in multiple taxing jurisdictions and in the normal course of business is examined by federal and state tax authorities. In preparation for such examinations, the Company establishes reserves for uncertain tax positions, periodically assesses the amount of such reserves and adjusts the reserve balances as necessary. EMSC does not expect the final resolution of tax examinations to have a material impact on the Company's financial results. In nearly all jurisdictions, the tax years prior to 2006 are no longer subject to examination.

        A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

		2010			2009
Balance at January 1		$	19,407		$	83,479
Additions based on tax positions related to the current year			—			—
Additions for tax positions of prior years			2,118			7,518
Reductions for tax positions of prior years			(16,003	)		(66,220	)
Reductions for tax positions due to lapse of statute of limitations			—			(257	)
Settlements			(2,221	)		(5,113	)
	Balance at December 31	$	3,301		$	19,407

        The Company does not expect a reduction of unrecognized tax benefits within the next twelve months.

        In accordance with the Company's accounting policy, EMSC recognized accrued interest and penalties related to unrecognized tax benefits consistent with the recognition of these items in prior reporting periods. The Company recognized $0.1 million, $1.3 million, and $2.7 million for the payment of interest and penalties for the years ended December 31, 2010, 2009 and 2008, respectively. The Company reversed approximately $0.5 million and $4.1 million of the interest previously recognized for the years ended December 31, 2010 and 2009, respectively.

        At December 31, 2010 and 2009, the unrecognized tax benefits recorded by the Company included approximately $0.3 million and $0.5 million, respectively, of penalties and interest that may reduce future tax expense.

F-20

Emergency Medical Services Corporation

Notes to Consolidated Financial Statements (Continued)
(dollars in thousands, except for share and per share amounts)

6. Income Taxes (Continued)

        The components of income tax expense were as follows:

		Year ended December 31,
		2010			2009			2008
Current tax expense
State		$	14,499		$	7,650		$	30
Federal			63,200			10,245			1,921
	Total		77,699			17,895			1,951
Deferred tax expense
State			(5,252	)		(1,992	)		6,472
Federal			6,679			49,782			44,107
	Total		1,427			47,790			50,579
Total tax expense
State			9,247			5,658			6,502
Federal			69,879			60,027			46,028
	Total	$	79,126		$	65,685		$	52,530

        The increase to the Company's 2010 and 2009 current tax expense is due primarily to the Company's increase in income before taxes as compared to available NOLs and interest carryforwards. All 2008 interest carryforwards were fully utilized during 2009. A reconciliation of the provision for income taxes at the federal statutory rate compared to the Company's effective tax rate is as follows:

			Year ended December 31,
			2010			2009			2008
Income tax expense at the statutory rate			$	73,798		$	63,324		$	47,977
Increase in income taxes resulting from:
	State taxes, net of federal			8,749			6,013			4,572
	Audit settlements and tax filings			(356	)		(7,504	)		—
	Other			(3,065	)		3,852			(19	)
		Provision for income taxes	$	79,126		$	65,685		$	52,530

        The December 31, 2010 and 2009 effective rates were impacted by nonrecurring items.

F-21

Emergency Medical Services Corporation

Notes to Consolidated Financial Statements (Continued)
(dollars in thousands, except for share and per share amounts)

7. Accrued Liabilities

        Accrued liabilities were as follows at December 31:

		2010		2009
Accrued wages and benefits		$	103,238	$	92,721
Accrued paid time-off			24,420		24,290
Current portion of self-insurance reserve			50,064		62,832
Accrued restructuring			160		181
Current portion of compliance and legal			5,929		2,814
Accrued billing and collection fees			3,500		4,093
Accrued incentive compensation			21,446		34,000
Accrued interest			979		9,773
Accrued income taxes payable			—		5,454
Other			49,902		37,546
	Total accrued liabilities	$	259,638	$	273,704

8. Debt

        On April 8, 2010, the Company completed the financing of new senior secured credit facilities consisting of a $425 million term loan and a $150 million revolving credit facility. The term loan bears interest at LIBOR, plus a margin of 3.00%, and requires quarterly principal repayments until maturity in 2015. The revolving facility was established to fund the Company's working capital and letter of credit needs. It also bears interest at LIBOR, plus a margin of 3.00%, is subject to an annual commitment fee of 0.5% on unutilized commitments, and is repayable at maturity in 2015. At December 31, 2010, letters of credit outstanding which impact the available credit under the revolving facility were $47.3 million and the maximum available under the revolving facility was $102.7 million. There were no borrowings under the revolving facility at December 31, 2010 and 2009. The senior secured credit facilities can be expanded and the interest rate margins stepped down to 2.75% upon achieving certain leverage ratios. Substantially all of EMS LP's domestic assets are pledged as collateral under the new senior secured credit facilities.

        In conjunction with the completion of the financing under the new credit facilities, the Company repaid the balance outstanding on the previous senior secured term loan and redeemed the Company's 10% senior subordinated notes. During the year ended December 31, 2010, the Company recorded a loss on early debt extinguishment of $19.1 million which included certain unamortized debt issuance costs as well as costs associated with the redemption of the senior subordinated notes.

        The credit facilities contain various customary operating and financial covenants. The more restrictive of these covenants limit the Company and its subsidiaries' ability to create liens on assets; make certain investments, loans, guarantees or advances; incur additional indebtedness or issue capital stock; engage in mergers, acquisitions or consolidations; dispose of assets; pay dividends, repurchase equity interest or make other restricted payments; change the business conducted by the Company; and engage in transactions with affiliates. The financial maintenance covenants establish a maximum net leverage ratio, a maximum senior leverage ratio, and a minimum fixed charge coverage ratio. The Company is in compliance with its debt covenants as of December 31, 2010.

F-22

Emergency Medical Services Corporation

Notes to Consolidated Financial Statements (Continued)
(dollars in thousands, except for share and per share amounts)

8. Debt (Continued)

        Long-term debt and capital lease obligations consisted of the following at December 31:

	2010			2009
Senior subordinated notes	$	—		$	250,000
Senior secured term loan due 2015 (3.27% at December 31, 2010)		419,688			199,765
Notes due at various dates from 2011 to 2022 with interest rates from 6% to 10%		832			1,249
Capital lease obligations due at various dates from 2011 to 2018		756			2,916
		421,276			453,930
Less current portion		(16,333	)		(4,676	)
Total long-term debt	$	404,943		$	449,254

        The aggregate amount of minimum payments required on long-term debt and capital lease obligations (see note 13 "Commitments and Contingencies") in each of the years indicated is as follows:

Year ending December 31,
2011	$	16,333
2012		26,753
2013		31,992
2014		180,752
2015		164,818
Thereafter		628
	$	421,276

9. Derivative Instruments and Hedging Activities

        The Company manages its exposure to changes in market interest rates and fuel prices and from time to time uses highly effective derivative instruments to manage well-defined risk exposures. The Company monitors its positions and the credit ratings of its counterparties and does not anticipate non-performance by the counterparties. The Company does not use derivative instruments for speculative purposes.

        At December 31, 2010, the Company was party to a series of fuel hedge transactions with a major financial institution under one master agreement. Each of the transactions effectively fixes the cost of diesel fuel at prices ranging from $3.06 to $3.29 per gallon. The Company purchases the diesel fuel at the market rate and periodically settles with its counterparty for the difference between the national average price for the period published by the Department of Energy and the agreed upon fixed price. The transactions fix the price for a total of 4.8 million gallons, which represents approximately 30% of the Company's total estimated annual usage, and are spread over periods from January 2011 through June 2012. The Company recorded, as a component of other comprehensive income before applicable tax impacts, an asset associated with the fair value of the fuel hedge in the amount of $1.7 million and $0.2 million as of December 31, 2010 and 2009, respectively. Over the next twelve months, the Company expects to reclassify $1.3 million of deferred gain from accumulated other comprehensive income as the related fuel hedge transactions mature. The net additional payments made or received under these hedge agreements did not have a material impact on operating expenses during the years ended December 31, 2010 or 2009.

F-23

Emergency Medical Services Corporation

Notes to Consolidated Financial Statements (Continued)
(dollars in thousands, except for share and per share amounts)

10. Retirement Plans and Employee Benefits

        The Company maintains three 401(k) plans (the "EMSC Plans") for its employees and employees of certain subsidiaries who meet the eligibility requirements set forth in the EMSC Plans. Employees may contribute a maximum of 40% of their compensation up to a maximum of $16,500. Generally, 50% of the contribution is matched by the Company up to a maximum of 3% to 6% of the employee's salary per year, depending on the plan. EMSC's contributions to the EMSC Plans were $13.2 million, $12.0 million, and $11.8 million for the years ended December 31, 2010, 2009 and 2008, respectively. Contributions are included in compensation and benefits in the accompanying statements of operations.

        EmCare established the EmCare Holdings Inc. 401(k) Savings Plan (the "EmCare Plan") in 1994 to provide retirement benefits to its physician employees. Employees may elect to participate in the EmCare Plan at the beginning of each calendar quarter and may contribute 1% to 25% of their annual compensation on a tax-deferred basis subject to limits established by the Internal Revenue Service. EmCare contributes 50% of the first 6% of base compensation that a participant contributes to the EmCare Plan during any calendar year. EmCare contributed $1.9 million, $1.1 million, and $0.8 million during the years ended December 31, 2010, 2009 and 2008, respectively.

11. Equity Based Compensation

Equity Option Plan

        Under the Company's Equity Option Plan approved in February 2005, key employees were granted options to purchase partnership units of EMS LP. The options permit employees to purchase class A common shares at an exercise price of $6.67 per share and vested ratably over a period of four years and have a maximum term of ten years. In addition, certain performance measures had to be met for 50% of the options to become exercisable; these performance measures were satisfied during 2009 with respect to the options granted under the Equity Option Plan. Options with similar provisions were granted to all directors in 2005 other than the Lead Director. As the vesting period for these options was completed prior to 2010, the Company did not record a compensation charge during the year ended December 31, 2010. The Company recorded a compensation charge of $0.1 million and $0.9 million during the years ended December 31, 2009 and 2008, respectively, associated with the grant of these options. Options are no longer granted under the Equity Option Plan, but rather under the Company's Second Amended and Restated 2007 Long-Term Incentive Plan described below.

        The Black-Scholes option pricing model was used to estimate fair values as of the date of grant using 0% volatility (because the options were granted by EMS LP as a private company), risk free rates ranging from 3.53% to 3.88%, 0% dividend yield and terms of 4 and 5 years. The weighted average fair value of these options was $1.40.

        The following table summarizes the status of options under the Equity Option Plan, as well as options granted to certain directors (with similar terms) as of December 31, 2010:

	Class A Shares			Weighted Average Exercise Price		Aggregate Intrinsic Value
Outstanding at beginning of year		1,500,384		$	6.79
Exercised		(721,120	)		6.91
Outstanding at end of year		779,264		$	6.67	$	45,151
Exercisable at end of year		779,264		$	6.67	$	45,151

F-24

Emergency Medical Services Corporation

Notes to Consolidated Financial Statements (Continued)
(dollars in thousands, except for share and per share amounts)

11. Equity Based Compensation (Continued)

        Intrinsic value is the amount by which the stock price exceeds the exercise price of the options. The total intrinsic value of options exercised under the Equity Option Plan during the years ended December 31, 2010, 2009 and 2008 was $34.7 million, $46.4 million, and $6.7 million, respectively.

        All options outstanding and exercisable under the Equity Option Plan at December 31, 2010 have an exercise price of $6.67 and a weighted average remaining life of 4.18 years.

Long-Term Incentive Plan

        The Company's original Long-Term Incentive Plan was approved by stockholders in May 2007, amended and restated in May 2008, and a Second Amended and Restated 2007 Long-Term Incentive Plan (the "Plan") was approved by stockholders in May 2010. The Plan provides for the grant of long-term incentives, including various equity-based incentives, to those persons with responsibility for the success and growth of the Company and its subsidiaries. Options granted under the Plan vest and become exercisable ratably over a period of four years from the date of grant and have a maximum term of ten years. In addition, for options granted under the Plan prior to January 1, 2009, certain performance measures were required to be met for 50% of these options to become exercisable; these performance measures were satisfied during the first quarter of 2010. The Company also grants shares of restricted stock under the Plan, which currently lapse ratably over a period of three years from the date of grant. In addition, with respect to grants of restricted stock in May 2010 to the Company's "named executive officers" and persons deemed "covered employees" under section 162(m) of the Internal Revenue Code of 1986, as amended, certain profitability-based performance measures must be met within that three-year period for restricted stock grants to lapse.

        The Company has granted options to key employees under the Plan each year since its inception in 2007. The options outstanding at December 31, 2010 permit employees to purchase a total of 623,921 shares of class A common stock at a weighted average exercise price of $40.16 per share, vest and become exercisable ratably over a period of four years from the date of grant and have a maximum term of ten years.

        The Black-Scholes option pricing model was used to estimate fair values as of the date of grant using 34% to 46% volatility based on EMSC's historical stock price, risk free rates ranging from 2.00% to 5.16%, 0% dividend yield and a term of 5 years. The weighted average fair value of options granted was $18.49, $10.76, and $13.57 during 2010, 2009 and 2008, respectively.

        During 2007, members of the Board of Directors of the Company granted, in the aggregate, 30,000 shares of restricted class A common stock pursuant to the Plan, which shares vest ratably over a period of three to four years. In addition, certain performance measures must be met for 50% of the shares to become exercisable. During 2009 and 2010, a combined total of 377,625 shares of restricted class A common stock were granted pursuant to the Plan, which shares vest ratably over a period of three years without any performance measure requirement.

        In connection with the grants of options and restricted class A common stock, the Company expensed $6.0 million, $3.4 million, and $1.2 million for the years ended December 31, 2010, 2009 and 2008, respectively.

F-25

Emergency Medical Services Corporation

Notes to Consolidated Financial Statements (Continued)
(dollars in thousands, except for share and per share amounts)

11. Equity Based Compensation (Continued)

        The following table summarizes the status of restricted stock and options under the Plan as of December 31, 2010:

				Options Summary
	Restricted Stock			Class A Shares			Weighted Average Exercise Price		Aggregate Intrinsic Value
Outstanding at beginning of year		228,292			510,126		$	30.97
Granted		167,250			242,250			54.96
Lapsed or exercised		(89,207	)		(70,499	)		31.35
Expired or forfeited		(11,425	)		(57,956	)		31.90
Outstanding at end of year		294,910			623,921		$	40.16	$	15,255
Exercisable at end of year		—			115,909		$	31.51	$	3,836

        The total intrinsic value of options exercised under the Plan during the years ended December 31, 2010 and 2009 was $1.7 million and $0.4 million, respectively. There were no options exercised under the Plan during 2008. Options outstanding and exercisable under the Plan at December 31, 2010 have a weighted average remaining life of 8.44 years and 7.61 years, respectively.

Non-Employee Director Compensation Plan

        The Non-Employee Director Compensation Plan, approved in May 2007, is available to non-employee directors of the Company, other than the Chair of the Compliance Committee. Under this plan, eligible directors are granted Restricted Stock Units ("RSUs") following each annual stockholder meeting with each RSU representing one share of the Company's class A common stock. Eligible directors receive a grant of RSUs having a fair market value of $133 on the date of grant based on the closing price of the Company's class A common stock on the business day immediately preceding the grant date. The Non-Employee Director Compensation Plan allows directors to defer income from the grant of RSUs, which vest immediately prior to the election of directors at the next annual stockholder meeting. In connection with this plan, the Company granted 2,324 RSUs per director following the 2010 annual stockholder meeting and granted an additional 1,854 RSUs to a director upon his election to the board of directors in July 2010. The Company granted 3,018 RSUs per director in 2009. The Company granted 4,145 RSUs per director following the 2008 annual stockholder meeting and granted an additional 2,374 RSUs to a director upon his election to the board of directors in October 2008. As of December 31, 2010, there were a total of 90,340 RSUs outstanding. The Company expensed $0.7 million, $0.5 million, and $0.4 million for the years ended December 31, 2010, 2009 and 2008, respectively.

Stock Purchase Plan/Employee Stock Purchase Plan

        The Company offered its class A common stock to eligible employees and independent contractors associated with the Company and its subsidiaries pursuant to a Stock Purchase Plan and the Company's Employee Stock Purchase Plan (together, the "SPPs") during 2010, 2009 and 2008. The purchases of stock under the SPPs occurred in October 2010, October 2009 and September 2008 at a 5% discount to the closing price of the Company's class A common stock on predetermined dates established pursuant to the ESPP and SPP, and as such no compensation charge was recorded for these plans during 2010, 2009 or 2008. Employee contributions to the SPPs were $685, $405, and $644 during the years ended

F-26

Emergency Medical Services Corporation

Notes to Consolidated Financial Statements (Continued)
(dollars in thousands, except for share and per share amounts)

11. Equity Based Compensation (Continued)

December 31, 2010, 2009 and 2008, respectively. The contributions were used to purchase shares of class A common stock totaling 13,113, 8,644 and 20,627 during 2010, 2009 and 2008, respectively.

12. Equity

Preferred Stock

        The Company's board of directors may, without further action by stockholders, from time to time direct the issuance of up to 20 million shares of preferred stock in series and may, at the time of issuance, determine the rights, preferences and limitations of each series.

Class A and Class B Common Stock and Class B Special Voting Stock

General

        The Company's class A common stock and class B common stock are identical in all respects, except with respect to voting and except that each share of class B common stock is convertible into one share of class A common stock at the option of the holder. The class B common stock will be converted automatically into class A common stock upon a transfer thereof to any person other than certain currently affiliated persons and their affiliates. The class A and class B common stock are referred to as "common stock".

        Subject to preferences that may apply to shares of preferred stock outstanding at the time, holders of the Company's outstanding common stock are entitled to any dividend declared by the board of directors out of funds legally available for this purpose. Upon the Company's liquidation, dissolution or winding up, the holders of the class A and class B common stock are entitled to receive pro rata the Company's assets available for distribution, after payment of all liabilities and subject to the rights of any outstanding preferred stock and of the holders of the LP exchangeable units to receive distributions of assets equivalent to, on a per share/per unit basis, the distributions to the holders of the class A and class B common stock.

        The Company's one share of class B special voting stock is not entitled to any rights or privileges except for the voting rights described below, and except that it is entitled to a distribution equal to its $0.01 par value upon the Company's liquidation, dissolution or winding up.

Voting Rights

        Generally, on all matters on which the holders of common stock are entitled to vote, the holders of the class A common stock, the class B common stock and the class B special voting stock vote together as a single class. On all matters with respect to which the holders of the Company's common stock are entitled to vote, each outstanding share of class A common stock is entitled to one vote, each outstanding share of class B common stock is entitled to ten votes and the one share of class B special voting stock is entitled to a number of votes equal to the number of votes that could be cast if all of the then outstanding LP exchangeable units were exchanged for class B common stock. If the Minimum Hold Condition is no longer satisfied, the number of votes per share of class B common stock will be reduced automatically to one vote per share. The Minimum Hold Condition is satisfied so long as the aggregate of the numbers of outstanding shares of class B common stock and LP exchangeable units is at least 10% of the total number of shares of common stock and LP exchangeable units outstanding.

F-27

Emergency Medical Services Corporation

Notes to Consolidated Financial Statements (Continued)
(dollars in thousands, except for share and per share amounts)

12. Equity (Continued)

        In addition, holders of class A common stock, on the one hand, and the class B common stock and class B special voting stock, on the other, are entitled to vote as a separate class on approval of (i) any alteration, repeal or amendment of the Company's certificate of incorporation which would adversely affect the powers, preferences or rights of the holders of class A common stock or the class B common stock and class B special voting stock, as the case may be, and (ii) any merger or consolidation of the Company with any other entity if, as a result, (x) shares of class A common stock would be converted into or exchanged for, or receive, any consideration that differs from that applicable to the shares of class B common stock as a result of such merger or consolidation, other than a difference limited to preserving the relative voting power of the holders of the class A common stock, the class B common stock and the class B special voting stock or (y) in the case of the class B common stock and class B special voting stock only, the class B special voting stock would not remain outstanding.

        In respect of any matter as to which the holders of the class A common stock are entitled to a class vote, holders have one vote per share, and the affirmative vote of the holders of a majority of the shares of class A common stock outstanding is required for approval. In respect of any matter as to which the holders of the class B common stock and class B special voting stock are entitled to a class vote, holders of class B common stock have one vote per share and the holder of the class B special voting stock will have one vote for each LP exchangeable unit outstanding, and the affirmative vote of the holders of a majority of the votes entitled to be cast is required for approval.

LP Exchangeable Units

        The LP exchangeable units are issued by EMS LP. Each LP exchangeable unit is exchangeable at any time into one share of class B common stock at the option of the holder and is substantially equivalent economically to a share of class B common stock. The holders of the LP exchangeable units have the right to receive distributions, on a per unit basis, in amounts (or property in the case of non-cash dividends), which are the same as, or economically equivalent to, and which are payable at the same time as, dividends declared on the class B common stock (or dividends that would be required to be declared if class B common stock were outstanding). These holders also have the right to vote, through the trustee holder of the class B special voting stock, at all stockholder meetings at which holders of the class B common stock or class B special voting stock are entitled to vote, and the right to participate on a pro rata basis with the class B common stock in the distribution of assets of the Company, upon specified events relating to the voluntary or involuntary liquidation, dissolution, winding up or other distribution of the assets, through the mandatory exchange of LP exchangeable units for shares of class B common stock. The LP exchangeable units have been included as common stock equivalents in the basic and diluted earnings per share calculations.

13. Commitments and Contingencies

Lease Commitments

        The Company leases various facilities and equipment under operating lease agreements. Rental expense incurred under these leases was $42.4 million, $40.5 million, and $40.5 million for the years ended December 31, 2010, 2009 and 2008, respectively.

        The Company also records certain leasehold improvements under capital leases. Assets under capital leases are capitalized using inherent interest rates at the inception of each lease. Capital leases are collateralized by the underlying assets.

F-28

Emergency Medical Services Corporation

Notes to Consolidated Financial Statements (Continued)
(dollars in thousands, except for share and per share amounts)

13. Commitments and Contingencies (Continued)

        Future commitments under non-cancelable capital and operating leases for premises, equipment and other recurring commitments are as follows:

	Capital Leases			Operating Leases & Other
Year ending December 31,
2011	$	218		$	78,361
2012		201			42,864
2013		114			34,024
2014		114			22,507
2015		106			18,043
Thereafter		221			44,193
		974		$	239,992
Less imputed interest		(218	)
Total capital lease obligations		756
Less current portion		(158	)
Long-term capital lease obligations	$	598

Purchase Commitment

        Beginning in March 2009, AMR entered into a series of forward purchase contracts which fixed the price for a portion of its total monthly diesel fuel usage from April 1, 2009 through June 30, 2010. Based on the terms of the contracts, the Company concluded they did not qualify as derivatives. There was no material impact to operating expenses related to these contracts during the years ended December 31, 2010 or 2009.

Services

        The Company is subject to the Medicare and Medicaid fraud and abuse laws which prohibit, among other things, any false claims, or any bribe, kick-back or rebate in return for the referral of Medicare and Medicaid patients. Violation of these prohibitions may result in civil and criminal penalties and exclusion from participation in the Medicare and Medicaid programs. Management has implemented policies and procedures that management believes will assure that the Company is in substantial compliance with these laws and regulations but there can be no assurance the Company will not be found to have violated certain of these laws and regulations. From time to time, the Company receives requests for information from government agencies pursuant to their regulatory or investigational authority. Such requests can include subpoenas or demand letters for documents to assist the government in audits or investigations. The Company is cooperating with the government agencies conducting these investigations and is providing requested information to the government agencies. Other than the investigations described below, management believes that the outcome of any of these investigations would not have a material adverse effect on the Company.

        Like other ambulance companies, AMR has provided discounts to its healthcare facility customers (nursing homes and hospitals) in certain circumstances. The Company has attempted to comply with applicable law where such discounts are provided. During the first quarter of fiscal 2004, the Company was advised by the U.S. Department of Justice ("DOJ") that it was investigating certain business practices at AMR. The specific practices at issue were (1) whether ambulance transports involving

F-29

Emergency Medical Services Corporation

Notes to Consolidated Financial Statements (Continued)
(dollars in thousands, except for share and per share amounts)

13. Commitments and Contingencies (Continued)

Medicare eligible patients complied with the "medical necessity" requirement imposed by Medicare regulations, (2) whether patient signatures, when required, were properly obtained from Medicare eligible patients, and (3) whether discounts in violation of the federal Anti-Kickback Statute were provided by AMR in exchange for referrals involving Medicare eligible patients. In connection with the third issue, the government alleged that certain of AMR's hospital and nursing home contracts in effect in Texas in periods prior to 2002 contained discounts in violation of the federal Anti-Kickback Statute. The Company negotiated a settlement with the government pursuant to which the Company paid $9 million and obtained a release of all claims related to such conduct alleged to have occurred in Texas in periods prior to 2002. In connection with the settlement, AMR entered into a Corporate Integrity Agreement ("CIA") which is effective for a period of five years beginning September 12, 2006. Pursuant to the CIA, AMR is required to maintain a compliance program which includes, among other elements, the appointment of a compliance officer and committee; training of employees nationwide; contractual safeguards nationwide, including tracking of contractual arrangements in Texas; review by an independent review organization and reporting of certain reportable events.

Letters of Credit

        At December 31, 2010 and 2009, the Company had $75.1 million and $43.6 million, respectively, in outstanding letters of credit.

Other Legal Matters

        On December 13, 2005, a lawsuit purporting to be a class action was commenced against AMR in Spokane, Washington in Washington State Court, Spokane County. The complaint alleged that AMR billed patients and third party payors for transports it conducted between 1998 and 2005 at higher rates than contractually permitted. The court has certified a class in this case which is comprised of approximately 15,000 Spokane County residents. In September 2010, the Company and class representatives reached an agreement to resolve the claims for approximately $1.1 million, which amount includes all remaining refunds due to class members and attorney's fees for the plaintiffs' counsel. The settlement was recently approved and finalized by the court.

        In December 2006, AMR received a subpoena from the DOJ. The subpoena requested copies of documents for the period from January 2000 through the present. The subpoena required AMR to produce a broad range of documents relating to the operations of certain AMR affiliates in New York. The Company produced documents responsive to the subpoena. The government has identified claims for reimbursement that the government believes lack support for the level billed, and invited the Company to respond to the identified areas of concern. The Company reviewed the information provided by the government, provided its response, and is currently in discussions with the DOJ and the Office of the Inspector General of Health and Human Services regarding resolution of this matter. During the year ended December 31, 2010, the Company recorded a $3.1 million reserve for its estimate of likely exposure in this matter.

        Four different lawsuits purporting to be class actions have been filed against AMR and certain subsidiaries in California alleging violations of California wage and hour laws. On April 16, 2008, Lori Bartoni commenced a suit in the Superior Court for the State of California, County of Alameda, which has since been removed to the United States District Court, Northern District of California and later remanded back to state court; on July 8, 2008, Vaughn Banta filed suit in the Superior Court of the

F-30

Emergency Medical Services Corporation

Notes to Consolidated Financial Statements (Continued)
(dollars in thousands, except for share and per share amounts)

13. Commitments and Contingencies (Continued)

State of California, County of Los Angeles; and on January 22, 2009, Laura Karapetian filed suit in the Superior Court of the State of California, County of Los Angeles. In addition, in the first quarter of 2010, Melanie Aguilar filed suit in the Superior Court of the State of California on substantially identical claims. The four cases have been joined together as "coordinated cases" and are all pending in state court in Alameda County, California, other than Bartoni, which is currently stayed due to interlocutory appeal. In the Bartoni case, the Company has filed a motion to compel arbitration pursuant to the applicable collective bargaining agreement. On November 5, 2010, the court denied the motion and the Company appealed. The Bartoni case is currently stayed pending the appeal. At the present time, courts have not certified classes in any of these cases. Plaintiffs allege principally that the AMR entities failed to pay daily overtime charges pursuant to California law, and failed to provide required meal breaks or pay premium compensation for missed meal breaks. Plaintiffs are seeking to certify the classes and are seeking lost wages, punitive damages, attorneys' fees and other sanctions permitted under California law for violations of wage hour laws. The Company is unable at this time to estimate the amount of potential damages, if any.

        The Company is involved in other litigation arising in the ordinary course of business. Management believes the outcome of these legal proceedings will not have a material adverse impact on its financial condition, results of operations or liquidity.

14. Transactions with Onex

        The Company is party to a management agreement with a wholly-owned subsidiary of Onex Corporation, its principal equityholder. In exchange for an annual management fee of $1.0 million, the Onex subsidiary provides the Company with corporate finance and strategic planning consulting services. This fee, which has been included as a component of selling, general and administrative expenses in the accompanying statement of operations, amounted to $1.0 million for each of the years ended December 31, 2010, 2009 and 2008.

15. Insurance

        Insurance reserves are established for automobile, workers compensation, general liability and professional liability claims utilizing policies with both fully-insured and self-insured components. This includes the use of an off-shore captive insurance program through a wholly-owned subsidiary for certain professional (medical malpractice), auto, workers compensation and general liability programs for both EmCare and AMR. In those instances where the Company has obtained third-party insurance coverage, the Company normally retains liability for the first $1 to $3 million of the loss. Insurance reserves cover known claims and incidents within the level of Company retention that may result in the assertion of additional claims, as well as claims from unknown incidents that may be asserted arising from activities through December 31, 2010.

F-31

Emergency Medical Services Corporation

Notes to Consolidated Financial Statements (Continued)
(dollars in thousands, except for share and per share amounts)

15. Insurance (Continued)

        The Company establishes reserves for claims based upon an assessment of actual claims and claims incurred but not reported. The reserves are established based on consultation with third-party independent actuaries using actuarial principles and assumptions that consider a number of factors, including historical claim payment patterns (including legal costs) and changes in case reserves and the assumed rate of inflation in health care costs and property damage repairs. Claims, other than general liability claims, are discounted at a rate commensurate with the interest rate on monetary assets that essentially are risk free and have a maturity comparable to the underlying liabilities, currently 4%. General liability claims are not discounted.

        The Company's most recent actuarial valuation was completed in December 2010. As a result of this and previous actuarial valuations, the Company recorded an increase in its provisions for insurance liabilities of $0.4 million in 2010, an increase of $4.5 million in 2009 and a reduction of $4.1 million in 2008 related to reserves for losses in prior years.

        Provisions for insurance expense included in the statements of operations include annual provisions determined in consultation with third-party actuaries and premiums paid to third-party insurers.

        The table below summarizes the non-health and welfare insurance reserves included in the accompanying balance sheets:

	Accrued Liabilities		Insurance Reserves and Other Long-term Liabilities		Total Liabilities
December 31, 2010
Automobile	$	6,814	$	8,774	$	15,588
Workers compensation		13,692		30,026		43,718
General/ Professional liability		29,558		119,543		149,101
	$	50,064	$	158,343	$	208,407
December 31, 2009
Automobile	$	7,993	$	9,413	$	17,406
Workers compensation		15,096		27,942		43,038
General/ Professional liability		39,743		106,261		146,004
	$	62,832	$	143,616	$	206,448

        Certain insurance programs also require the Company to maintain deposits with third-party insurers or with trustees to cover future claims costs. These deposits are included as insurance collateral in the accompanying balance sheets. Investments supporting insurance programs are comprised principally of government securities and investment grade securities. These investments are designated as available-for-sale and reported at fair value. Investment income earned on these

F-32

Emergency Medical Services Corporation

Notes to Consolidated Financial Statements (Continued)
(dollars in thousands, except for share and per share amounts)

15. Insurance (Continued)

investments is reported as interest income from restricted assets in the statements of operations. The following table summarizes these deposits and restricted investments:

		2010		2009
Restricted cash and cash equivalents		$	17,284	$	12,381
Restricted marketable securities			4,570		1,813
Other short-term insurance collateral			11,622		10,792
	Insurance collateral—short-term	$	33,476	$	24,986
Restricted long-term investments		$	75,635	$	87,720
Other long-term insurance collateral			60,428		56,166
	Insurance collateral—long-term	$	136,063	$	143,886

16. Net Income Per Common Share

        The calculation of basic net income per common share and diluted net income per common share is presented below:

		Year ended December 31,
		2010		2009		2008
Basic earnings per common share computation
Numerator:
Net income available to stockholders		$	131,724	$	115,239	$	84,847
Denominator:
Basic average shares outstanding
	Common stock and LP exchangeable units		43,960,912		42,552,716		41,652,783
Basic earnings per common share		$	3.00	$	2.71	$	2.04
Diluted earnings per share computation
Numerator:
Net income available to stockholders		$	131,724	$	115,239	$	84,847
Denominator:
Basic average shares outstanding			43,960,912		42,552,716		41,652,783
Incremental shares from assumed exercise of stock options and RSUs			732,455		1,071,084		1,477,999
Diluted average common shares outstanding			44,693,367		43,623,800		43,130,782
Diluted earnings per common share		$	2.95	$	2.64	$	1.97

        There were 65,500 potential common shares excluded from the calculation of diluted earnings per share for the year ended December 31, 2008 because they were antidilutive.

F-33

Emergency Medical Services Corporation

Notes to Consolidated Financial Statements (Continued)
(dollars in thousands, except for share and per share amounts)

17. Segment Information

        The Company is organized around two separately managed business units: medical transportation services and facility-based physician services, which have been identified as operating segments. The medical transportation services reportable segment focuses on providing a full range of medical transportation services from basic patient transit to the most advanced emergency care and pre-hospital assistance. The facility-based physician services reportable segment provides physician services to hospitals primarily for emergency departments and urgent care centers, as well as for hospitalist/inpatient, radiology, teleradiology and anesthesiology services. The Chief Executive Officer has been identified as the chief operating decision maker ("CODM") as he assesses the performance of the business units and decides how to allocate resources to the business units.

        Net income before equity in earnings of unconsolidated subsidiary, income tax expense, loss on early debt extinguishment, interest and other income, realized gain on investments, interest expense, and depreciation and amortization ("Adjusted EBITDA") is the measure of profit and loss that the CODM uses to assess performance, measure liquidity and make decisions. Pre-tax income from continuing operations represents net revenue less direct operating expenses incurred within the operating segments. The accounting policies for reported segments are the same as for the Company as a whole (see note 2 "Summary of Significant Accounting Policies").

	Year ended December 31,
	2010		2009		2008
Medical Transportation Services
Net revenue	$	1,380,860	$	1,343,857	$	1,401,801
Income from operations		79,058		73,539		72,261
Adjusted EBITDA		125,382		124,709		129,933
Goodwill		178,127		172,867		175,563
Intangible assets, net		37,756		39,937		44,805
Total identifiable assets		784,454		730,956		789,180
Capital expenditures	$	43,928	$	32,314	$	22,586
Facility-Based Physician Services
Net revenue	$	1,478,462	$	1,225,828	$	1,008,063
Income from operations		166,925		139,597		95,960
Adjusted EBITDA		189,038		157,294		113,675
Goodwill		249,278		209,084		170,450
Intangible assets, net		142,618		62,717		31,336
Total identifiable assets		678,901		583,806		576,211
Capital expenditures	$	2,443	$	3,680	$	4,707
Segment Totals
Net revenue	$	2,859,322	$	2,569,685	$	2,409,864
Income from operations		245,983		213,136		168,221
Adjusted EBITDA		314,420		282,003		243,608
Goodwill		427,405		381,951		346,013
Intangible assets, net		180,374		102,654		76,141
Total identifiable assets		1,463,355		1,314,762		1,365,391
Capital expenditures	$	46,371	$	35,994	$	27,293

F-34

Emergency Medical Services Corporation

Notes to Consolidated Financial Statements (Continued)
(dollars in thousands, except for share and per share amounts)

17. Segment Information (Continued)

        A reconciliation of Adjusted EBITDA to net income is as follows:

	Year ended December 31,
	2010			2009			2008
Adjusted EBITDA	$	314,420		$	282,003		$	243,608
Depreciation and amortization expense		(65,332	)		(64,351	)		(68,980	)
Interest expense		(22,912	)		(40,996	)		(42,087	)
Realized gain on investments		2,450			2,105			2,722
Interest and other income		968			1,816			2,055
Loss on early debt extinguishment		(19,091	)		—			(241	)
Income tax expense		(79,126	)		(65,685	)		(52,530	)
Equity in earnings of unconsolidated subsidiary		347			347			300
Net income	$	131,724		$	115,239		$	84,847

        A reconciliation of Adjusted EBITDA to cash flows provided by operating activities is as follows:

	Year ended December 31,
	2010			2009			2008
Adjusted EBITDA	$	314,420		$	282,003		$	243,608
Interest expense (less deferred loan fee amortization)		(20,428	)		(39,165	)		(39,983	)
Change in accounts receivable		(22,241	)		18,742			27,618
Change in other operating assets/liabilities		(825	)		42,675			(15,353	)
Equity based compensation		6,699			3,979			2,476
Excess tax benefits from stock-based compensation		(15,660	)		(17,448	)		—
Income tax expense, net of change in deferred taxes		(80,305	)		(23,236	)		(11,511	)
Other		3,884			5,003			4,602
Cash flows provided by operating activities	$	185,544		$	272,553		$	211,457

        A reconciliation of segment assets to total assets and segment capital expenditures to total capital expenditures is as follows as of December 31:

	2010		2009
Segment total identifiable assets	$	1,463,355	$	1,314,762
Corporate cash		246,118		315,590
Other corporate assets		39,079		24,355
Total identifiable assets	$	1,748,552	$	1,654,707

        Other corporate assets principally consist of property, plant and equipment, and other assets.

	2010		2009		2008
Segment total capital expenditures	$	46,371	$	35,994	$	27,293
Corporate capital expenditures		2,750		8,734		4,795
Total capital expenditures	$	49,121	$	44,728	$	32,088

F-35

Emergency Medical Services Corporation

Notes to Consolidated Financial Statements (Continued)
(dollars in thousands, except for share and per share amounts)

18. Quarterly Financial Information (unaudited)

        Selected unaudited quarterly financial data for the years ended December 31, 2010 and 2009 is as follows (in millions, except per share amounts):

2010	1st Qtr.		2nd Qtr.		3rd Qtr.		4th Qtr.
Net revenue	$	679.4	$	708.8	$	737.2	$	734.0
Income from operations		57.4		61.8		62.8		63.9
Net income		31.0		24.0		36.8		40.0
Basic earnings per share		0.71		0.54		0.83		0.91
Diluted earnings per share		0.70		0.54		0.82		0.89

2009	1st Qtr.		2nd Qtr.		3rd Qtr.		4th Qtr.
Net revenue	$	613.0	$	637.3	$	665.1	$	654.3
Income from operations		47.5		55.7		55.5		54.4
Net income		24.1		29.0		28.9		33.2
Basic earnings per share		0.57		0.69		0.67		0.77
Diluted earnings per share		0.56		0.67		0.66		0.75

19. Valuation and Qualifying Accounts

		Allowance for Contractual Discounts			Allowance for Uncompensated Care			Total Accounts Receivable Allowances
Balance at December 31, 2007		$	832,738		$	431,920		$	1,264,658
	Additions		3,081,633			1,375,566			4,457,199
	Reductions		(3,028,970	)		(1,293,011	)		(4,321,981	)
Balance at December 31, 2008			885,401			514,475			1,399,876
	Additions		4,071,279			1,762,517			5,833,796
	Reductions		(3,955,395	)		(1,704,977	)		(5,660,372	)
Balance at December 31, 2009			1,001,285			572,015			1,573,300
	Additions		5,193,418			1,931,518			7,124,936
	Reductions		(5,102,515	)		(1,874,114	)		(6,976,629	)
Balance at December 31, 2010		$	1,092,188		$	629,419		$	1,721,607

        Additions to the Company's valuation and qualifying accounts are primarily related to income statement provisions and balances added from acquisitions. Reductions to these accounts are primarily related to write-off activity.

F-36

Emergency Medical Services Corporation

Notes to Consolidated Financial Statements (Continued)
(dollars in thousands, except for share and per share amounts)

20. Guarantors of Debt

        On May 25, 2011, EMSC issued $950 million of senior unsecured notes and entered into $1.8 billion of senior secured credit facilities (the "Credit Facilities"). The senior unsecured notes and the Credit Facilities are guaranteed by each of EMSC's domestic subsidiaries, except for any subsidiaries subject to regulation as an insurance company, including EMSC's captive insurance subsidiary. All of the operating income and cash flow of EMSC is generated by AMR, EmCare and their subsidiaries. As a result, funds necessary to meet the debt service obligations under the senior unsecured notes and the Credit Facilities are provided by the distributions or advances from the subsidiary companies, AMR and EmCare. Investments in subsidiary operating companies are accounted for on the equity method. Accordingly, entries necessary to consolidate EMSC and all of its subsidiaries are reflected in the Eliminations/Adjustments column. Separate complete financial statements of EMSC and subsidiary guarantors would not provide additional material information that would be useful in assessing the financial composition of EMSC or the subsidiary guarantors. The condensed consolidating financial statements for EMSC, the guarantors and the non-guarantors are as follows:

F-37

Emergency Medical Services Corporation

Notes to Consolidated Financial Statements (Continued)
(dollars in thousands, except for share and per share amounts)

20. Guarantors of Debt (Continued)

Consolidating Balance Sheet
As of December 31, 2010

				Predecessor
				EMSC			Subsidiary Guarantors			Subsidiary Non-Guarantor			Eliminations/ Adjustments			Total
Assets
Current assets:
	Cash and cash equivalents			$	—		$	260,834		$	26,527		$	—		$	287,361
	Insurance collateral				—			6,409			30,046			(2,979	)		33,476
	Trade and other accounts receivable, net				—			488,354			1,304			—			489,658
	Parts and supplies inventory				—			23,005			26			—			23,031
	Prepaids and other current assets				—			22,623			193			(4,199	)		18,617
	Current deferred tax assets				—			(3,834	)		3,834			—			—
		Current assets			—			797,391			61,930			(7,178	)		852,143
Non-current assets:
	Property, plant, and equipment, net				—			133,731			—			—			133,731
	Intercompany receivable				409,362			—			—			(409,362	)		—
	Intangible assets, net				—			180,374			—			—			180,374
	Non-current deferred tax assets				—			4,126			(6,120	)		1,994			—
	Insurance collateral				—			31,664			109,669			(5,270	)		136,063
	Goodwill				—			426,947			458			—			427,405
	Other long-term assets				11,333			5,657			1,846			—			18,836
	Investment and advances in subsidiaries				847,191			37,427			—			(884,619	)		—
			Assets	$	1,267,886		$	1,617,317		$	167,783		$	(1,304,435	)	$	1,748,552
Liabilities and Equity
Current liabilities:
	Accounts payable			$	—		$	39,279		$	302		$	—		$	39,581
	Accrued liabilities				979			231,148			27,511			—			259,638
	Current deferred tax liabilities				—			5,114			—			—			5,114
	Current portion of long-term debt				15,938			395			—			—			16,333
		Current liabilities			16,917			275,936			27,813			—			320,666
Long-term debt					403,750			1,193			—			—			404,943
Long-term deferred tax liabilities					—			5,971			—			—			5,971
Insurance reserves and other long-term liabilities					—			89,582			90,625			(10,440	)		169,767
Intercompany payable					—			397,444			11,918			(409,362	)		—
		Liabilities			420,667			770,126			130,356			(419,802	)		901,347
Equity:
Class A common stock					304			—			30			(30	)		304
Class B common stock					1			—			—			—			1
Partnership equity					90,776			393,139			—			(393,140	)		90,776
Treasury stock at cost					(1,684	)		—			—			—			(1,684	)
Additional paid-in capital					305,258			—			4,316			(4,316	)		305,258
Retained earnings					450,780			452,268			30,968			(483,250	)		450,766
Comprehensive income					1,784			1,784			2,113			(3,897	)		1,784
	Equity				847,219			847,191			37,427			(884,633	)		847,205
		Liabilities and Equity		$	1,267,886		$	1,617,317		$	167,783		$	(1,304,435	)	$	1,748,552

F-38

Emergency Medical Services Corporation

Notes to Consolidated Financial Statements (Continued)
(dollars in thousands, except for share and per share amounts)

20. Guarantors of Debt (Continued)

Consolidating Balance Sheet
As of December 31, 2009

				Predecessor
				EMSC		Subsidiary Guarantors		Subsidiary Non-Guarantor			Eliminations/ Adjustments			Total
Assets
Current assets:
	Cash and cash equivalents			$	—	$	314,033	$	18,855		$	—		$	332,888
	Insurance collateral				—		10,792		19,450			(5,256	)		24,986
	Trade and other accounts receivable, net				—		457,835		1,253			—			459,088
	Parts and supplies inventory				—		22,270		—			—			22,270
	Prepaids and other current assets				—		19,648		14			—			19,662
	Current deferred tax assets				—		2,482		3,841			—			6,323
		Current assets			—		827,060		43,413			(5,256	)		865,217
Non-current assets:
	Property, plant, and equipment, net				—		125,854		1			—			125,855
	Intercompany receivable				576,482		—		—			(576,482	)		—
	Intangible assets, net				—		102,654		—			—			102,654
	Non-current deferred tax assets				—		19,586		(6,118	)		—			13,468
	Insurance collateral				—		56,166		85,165			2,555			143,886
	Goodwill				—		381,493		458			—			381,951
	Other long-term assets				6,179		15,710		(213	)		—			21,676
	Investment and advances in subsidiaries				562,978		38,579		—			(601,557	)		—
			Assets	$	1,145,639	$	1,567,102	$	122,706		$	(1,180,740	)	$	1,654,707
Liabilities and Equity
Current liabilities:
	Accounts payable			$	—	$	70,558	$	201		$	—		$	70,759
	Accrued liabilities				9,773		231,694		32,238			(1	)		273,704
	Current portion of long-term debt				2,097		2,579		—			—			4,676
		Current liabilities			11,870		304,831		32,439			(1	)		349,139
Long-term debt					447,668		1,586		—			—			449,254
Insurance reserves and other long-term liabilities					—		129,541		43,372			(2,686	)		170,227
Intercompany					—		568,166		8,316			(576,482	)		—
		Liabilities			459,538		1,004,124		84,127			(579,169	)		968,620
Equity:
Class A common stock					295		—		30			(30	)		295
Class B common stock					1		—		—			—			1
Partnership equity					90,776		247,529		—			(247,529	)		90,776
Additional paid-in capital					275,316		—		4,316			(4,316	)		275,316
Retained earnings					319,056		314,792		32,316			(347,122	)		319,042
Comprehensive income					657		657		1,917			(2,574	)		657
	Equity				686,101		562,978		38,579			(601,571	)		686,087
		Liabilities and Equity		$	1,145,639	$	1,567,102	$	122,706		$	(1,180,740	)	$	1,654,707

F-39

Emergency Medical Services Corporation

Notes to Consolidated Financial Statements (Continued)
(dollars in thousands, except for share and per share amounts)

20. Guarantors of Debt (Continued)

Consolidating Statement of Operations
For the year ended December 31, 2010

		Predecessor
		EMSC		Subsidiary Guarantors			Subsidiary Non-Guarantor			Eliminations/ Adjustments			Total
Net revenue		$	—	$	2,857,214		$	66,609		$	(64,501	)	$	2,859,322
Compensation and benefits			—		2,022,371			1,132			—			2,023,503
Operating expenses			—		358,393			869			—			359,262
Insurance expense			—		93,089			68,742			(64,501	)		97,330
Selling, general and administrative expenses			—		67,619			293			—			67,912
Depreciation and amortization expense			—		65,331			1			—			65,332
	Income (loss) from operations		—		250,411			(4,428	)		—			245,983
Interest income from restricted assets			—		1,376			1,729			—			3,105
Interest expense			—		(22,912	)		—			—			(22,912	)
Realized gain on investments			—		—			2,450			—			2,450
Interest and other income (expense)			—		1,008			(40	)		—			968
Loss on early debt extinguishment			—		(19,091	)		—			—			(19,091	)
	Income (loss) before income taxes		—		210,792			(289	)		—			210,503
Income tax (expense) benefit			—		(79,276	)		150			—			(79,126	)
	Income (loss) before equity in earnings of unconsolidated subsidiaries		—		131,516			(139	)		—			131,377
Equity in earnings of unconsolidated subsidiaries			131,724		—			347			(131,724	)		347
Net income		$	131,724	$	131,516		$	208		$	(131,724	)	$	131,724

F-40

Emergency Medical Services Corporation

Notes to Consolidated Financial Statements (Continued)
(dollars in thousands, except for share and per share amounts)

20. Guarantors of Debt (Continued)

Consolidating Statement of Operations
For the year ended December 31, 2009

		Predecessor
		EMSC		Subsidiary Guarantors			Subsidiary Non-Guarantor			Eliminations/ Adjustments			Total
Net revenue		$	—	$	2,567,818		$	30,347		$	(28,480	)	$	2,569,685
Compensation and benefits			—		1,795,847			932			—			1,796,779
Operating expenses			—		334,269			59			—			334,328
Insurance expense			—		92,937			33,153			(28,480	)		97,610
Selling, general and administrative expenses			—		63,325			156			—			63,481
Depreciation and amortization expense			—		64,339			12			—			64,351
	Income (loss) from operations		—		217,101			(3,965	)		—			213,136
Interest income from restricted assets			—		1,980			2,536			—			4,516
Interest expense			—		(40,996	)		—			—			(40,996	)
Realized gain on investments			—		—			2,105			—			2,105
Interest and other income			—		1,650			166			—			1,816
	Income before income taxes		—		179,735			842			—			180,577
Income tax expense			—		(65,201	)		(484	)		—			(65,685	)
	Income before equity in earnings of unconsolidated subsidiaries		—		114,534			358			—			114,892
Equity in earnings of unconsolidated subsidiaries			115,239		—			347			(115,239	)		347
Net income		$	115,239	$	114,534		$	705		$	(115,239	)	$	115,239

F-41

Emergency Medical Services Corporation

Notes to Consolidated Financial Statements (Continued)
(dollars in thousands, except for share and per share amounts)

20. Guarantors of Debt (Continued)

Consolidating Statement of Operations
For the year ended December 31, 2008

		Predecessor
		EMSC		Subsidiary Guarantors			Subsidiary Non-Guarantor			Eliminations/ Adjustments			Total
Net revenue		$	—	$	2,407,853		$	39,333		$	(37,322	)	$	2,409,864
Compensation and benefits			—		1,636,395			1,030			—			1,637,425
Operating expenses			—		383,323			36			—			383,359
Insurance expense			—		75,654			43,889			(37,322	)		82,221
Selling, general and administrative expenses			—		69,453			205			—			69,658
Depreciation and amortization expense			—		68,968			12			—			68,980
	Income (loss) from operations		—		174,060			(5,839	)		—			168,221
Interest income from restricted assets			—		2,590			3,817			—			6,407
Interest expense			—		(42,087	)		—			—			(42,087	)
Realized gain on investments			—		—			2,722			—			2,722
Interest and other income			—		1,946			109			—			2,055
Loss on early debt extinguishment			—		(241	)		—			—			(241	)
	Income before income taxes		—		136,268			809			—			137,077
Income tax expense			—		(52,078	)		(452	)		—			(52,530	)
	Income before equity in earnings of unconsolidated subsidiaries		—		84,190			357			—			84,547
Equity in earnings of unconsolidated subsidiaries			84,847		—			300			(84,847	)		300
Net income		$	84,847	$	84,190		$	657		$	(84,847	)	$	84,847

F-42

Emergency Medical Services Corporation

Notes to Consolidated Financial Statements (Continued)
(dollars in thousands, except for share and per share amounts)

20. Guarantors of Debt (Continued)

Condensed Consolidating Statement of Cash Flows
For the year ended December 31, 2010

		Predecessor
		EMSC			Subsidiary Guarantors			Subsidiary Non-guarantors			Total
Cash Flows from Operating Activities
	Net cash provided by (used in) operating activities	$	—		$	185,552		$	(8	)	$	185,544
Cash Flows from Investing Activities
Purchase of property, plant and equipment			—			(49,121	)		—			(49,121	)
Proceeds from sale of property, plant and equipment			—			198			—			198
Acquisition of businesses, net of cash received			—			(119,897	)		—			(119,897	)
Net change in insurance collateral			—			29,107			(29,610	)		(503	)
Net change in deposits and other assets			—			10,458			—			10,458
	Net cash used in investing activities		—			(129,255	)		(29,610	)		(158,865	)
Cash Flows from Financing Activities
EMSC issuance of class A common stock			6,907			—			—			6,907
Class A common stock repurchased as treasury stock			(1,684	)		—			—			(1,684	)
Repayments of capital lease obligations and other debt			—			(458,886	)		—			(458,886	)
Borrowings under credit facility			—			425,000			—			425,000
Debt issue costs			—			(12,085	)		—			(12,085	)
Payment of premiums for debt extinguishment			—			(14,513	)		—			(14,513	)
Excess tax benefits from stock-based compensation			—			15,660			—			15,660
Net change in bank overdrafts			—			(32,605	)		—			(32,605	)
Net intercompany borrowings (payments)			(5,223	)		(32,067	)		37,290			—
	Net cash (used in) provided by financing activities		—			(109,496	)		37,290			(72,206	)
Change in cash and cash equivalents			—			(53,199	)		7,672			(45,527	)
Cash and cash equivalents, beginning of period			—			314,033			18,855			332,888
Cash and cash equivalents, end of period		$	—		$	260,834		$	26,527		$	287,361

F-43

Emergency Medical Services Corporation

Notes to Consolidated Financial Statements (Continued)
(dollars in thousands, except for share and per share amounts)

20. Guarantors of Debt (Continued)

Condensed Consolidating Statement of Cash Flows
For the year ended December 31, 2009

		Predecessor
		EMSC			Subsidiary Guarantors			Subsidiary Non-guarantors			Total
Cash Flows from Operating Activities
	Net cash provided by (used in) operating activities	$	—		$	274,654		$	(2,101	)	$	272,553
Cash Flows from Investing Activities
Purchase of property, plant and equipment			—			(44,728	)		—			(44,728	)
Proceeds from sale of property, plant and equipment			—			120			—			120
Acquisition of businesses, net of cash received			—			(75,612	)		—			(75,612	)
Net change in insurance collateral			—			(9,831	)		14,242			4,411
Net change in deposits and other assets			—			(820	)		—			(820	)
	Net cash (used in) provided by investing activities		—			(130,871	)		14,242			(116,629	)
Cash Flows from Financing Activities
EMSC issuance of class A common stock			10,515			—			—			10,515
Excess tax benefits from share-based compensation			—			17,448			—			17,448
Repayments of capital lease obligations and other debt			—			(5,109	)		—			(5,109	)
Net change in bank overdrafts			—			7,937			—			7,937
Net intercompany borrowings (payments)			(10,515	)		9,522			993			—
	Net cash provided by financing activities		—			29,798			993			30,791
Change in cash and cash equivalents			—			173,581			13,134			186,715
Cash and cash equivalents, beginning of period			—			140,452			5,721			146,173
Cash and cash equivalents, end of period		$	—		$	314,033		$	18,855		$	332,888

F-44

Emergency Medical Services Corporation

Notes to Consolidated Financial Statements (Continued)
(dollars in thousands, except for share and per share amounts)

20. Guarantors of Debt (Continued)

Condensed Consolidating Statement of Cash Flows
For the year ended December 31, 2008

		Predecessor
		EMSC			Subsidiary Guarantors			Subsidiary Non-guarantors			Total
Cash Flows from Operating Activities
	Net cash provided by operating activities	$	—		$	199,702		$	11,755		$	211,457
Cash Flows from Investing Activities
Purchase of property, plant and equipment			—			(32,088	)		—			(32,088	)
Proceeds from sale of property, plant and equipment			—			408			—			408
Acquisition of businesses, net of cash received			—			(55,825	)		—			(55,825	)
Net change in insurance collateral			—			17,439			(7,995	)		9,444
Net change in deposits and other assets			—			3,116			—			3,116
	Net cash used in investing activities		—			(66,950	)		(7,995	)		(74,945	)
Cash Flows from Financing Activities
EMSC issuance of class A common stock			2,423			—			—			2,423
Repayments of capital lease obligations and other debt			—			(39,230	)		—			(39,230	)
Net change in bank overdrafts			—			3,554			—			3,554
Borrowings under revolving credit facility			—			14,000			—			14,000
Net intercompany borrowings (payments)			(2,423	)		2,925			(502	)		—
	Net cash used in financing activities		—			(18,751	)		(502	)		(19,253	)
Change in cash and cash equivalents			—			114,001			3,258			117,259
Cash and cash equivalents, beginning of period			—			24,987			3,927			28,914
Cash and cash equivalents, end of period		$	—		$	138,988		$	7,185		$	146,173

F-45

Emergency Medical Services Corporation

Notes to Consolidated Financial Statements (Continued)
(dollars in thousands, except for share and per share amounts)

21. Subsequent Events

        The Company's management has evaluated events subsequent to December 31, 2010 through the issue date of this report to identify any necessary changes to the consolidated financial statements or related disclosures. Below is a description of events for which disclosure was deemed necessary.

        On February 13, 2010, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with CDRT Acquisition Corporation, a Delaware corporation ("Parent"), and CDRT Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Sub"). Parent and Sub are affiliates of Clayton, Dubilier & Rice, LLC. Pursuant to the Merger Agreement and subject to the conditions set forth therein, Sub will merge with and into the Company, with the Company as the surviving entity and a wholly-owned subsidiary of Parent. At the time the Merger is effective, each issued and outstanding share of class A common stock and class B common stock (including shares of Class B common stock issued immediately prior to the effective time in exchange for the LP exchangeable units of EMS LP, but excluding treasury shares, shares held by Parent or Sub and shares held by stockholders who perfect their appraisal rights), will be converted into the right to receive $64.00 per share in cash, without interest and subject to any applicable withholding taxes. Completion of the merger is subject to customary closing conditions, including, among others, (a) approval of the adoption of the Merger Agreement by a majority of the voting power of the outstanding capital stock of the Company, (b) expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended and (c) the absence of any material adverse change in the Company. The holders of the LP exchangeable units, who hold approximately 82% of the voting power of the capital stock of EMSC, have agreed to vote to approve the adoption of the Merger Agreement. The Company is a defendant, and the members of its Board are named as defendants together with certain other parties, in a derivative action filed in February 2011 by Scott A. Halliday in District Court, Arapahoe County, Colorado. The plaintiff alleges, inter alia, that the transactions contemplated by the Merger Agreement were financially unfair to the Company and its public stockholders and seeks unspecified damages and equitable relief, including an injunction halting the transaction or rescission of the transaction as applicable. The Company believes the allegations are without merit and intends to vigorously defend this matter.

22. Subsequent Events (unaudited)

        On May 25, 2011, pursuant to the Merger Agreement, the Company was acquired by investment funds associated with Clayton, Dubilier & Rice, LLC. As a result of the Merger, the Company became a wholly-owned subsidiary of Parent and the Company's shares of class A common stock ceased to be traded on the New York Stock Exchange. In addition, EMS LP, a wholly-owned subsidiary of the Company, terminated its reporting obligations with the Securities and Exchange Commission.

F-46

EMERGENCY MEDICAL SERVICES CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(unaudited; in thousands)

		Successor			Predecessor
		Period from May 25 through June 30, 2011			Period from April 1 through May 24, 2011			Quarter ended June 30, 2010
Net revenue		$	319,543		$	460,955		$	708,804
Compensation and benefits			221,804			337,556			496,443
Operating expenses			41,856			59,777			90,586
Insurance expense			10,089			20,690			25,942
Selling, general and administrative expenses			6,861			11,406			18,298
Depreciation and amortization expense			11,061			10,942			15,692
	Income from operations		27,872			20,584			61,843
Interest income from restricted assets			162			728			859
Interest expense			(17,950	)		(3,069	)		(5,060	)
Realized gain (loss) on investments			7			(5	)		57
Interest and other (expense) income			(140	)		(27,127	)		206
Loss on early debt extinguishment			—			(10,069	)		(19,091	)
	Income (loss) before income taxes and equity in earnings of unconsolidated subsidiary		9,951			(18,958	)		38,814
Income tax (expense) benefit			(4,158	)		3,410			(14,955	)
	Income (loss) before equity in earnings of unconsolidated subsidiary		5,793			(15,548	)		23,859
Equity in earnings of unconsolidated subsidiary			33			52			105
	Net income (loss)		5,826			(15,496	)		23,964
Other comprehensive (loss) income, net of tax:
	Unrealized holding (losses) gains during the period		(140	)		872			1,101
	Unrealized losses on derivative financial instruments		(253	)		(959	)		(563	)
Comprehensive income (loss)		$	5,433		$	(15,583	)	$	24,502

The accompanying notes are an integral part of these financial statements.

F-47

EMERGENCY MEDICAL SERVICES CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Continued)

(unaudited; in thousands)

		Successor			Predecessor
		Period from May 25 through June 30, 2011			Period from January 1 through May 24, 2011			Six months ended June 30, 2010
Net revenue		$	319,543		$	1,221,790		$	1,388,158
Compensation and benefits			221,804			874,633			976,760
Operating expenses			41,856			156,740			177,115
Insurance expense			10,089			47,229			48,012
Selling, general and administrative expenses			6,861			29,241			35,156
Depreciation and amortization expense			11,061			28,467			31,872
	Income from operations		27,872			85,480			119,243
Interest income from restricted assets			162			1,124			1,714
Interest expense			(17,950	)		(7,886	)		(13,326	)
Realized gain (loss) on investments			7			(9	)		149
Interest and other (expense) income			(140	)		(28,873	)		471
Loss on early debt extinguishment			—			(10,069	)		(19,091	)
	Income before income taxes and equity in earnings of unconsolidated subsidiary		9,951			39,767			89,160
Income tax expense			(4,158	)		(19,242	)		(34,365	)
	Income before equity in earnings of unconsolidated subsidiary		5,793			20,525			54,795
Equity in earnings of unconsolidated subsidiary			33			143			199
	Net income		5,826			20,668			54,994
Other comprehensive (loss) income, net of tax:
	Unrealized holding (losses) gains during the period		(140	)		1,501			1,543
	Unrealized losses on derivative financial instruments		(253	)		25			(85	)
Comprehensive income		$	5,433		$	22,194		$	56,452

The accompanying notes are an integral part of these financial statements.

F-48

EMERGENCY MEDICAL SERVICES CORPORATION

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)

				Successor			Predecessor
				June 30, 2011			December 31, 2010
				(Unaudited)
Assets
Current assets:
	Cash and cash equivalents			$	186,811		$	287,361
	Insurance collateral				36,649			33,476
	Trade and other accounts receivable, net				510,279			489,658
	Parts and supplies inventory				23,349			23,031
	Prepaids and other current assets				26,305			18,617
		Total current assets			783,393			852,143
Non-current assets:
	Property, plant and equipment, net				135,479			133,731
	Intangible assets, net				758,031			180,374
	Insurance collateral				116,952			136,063
	Goodwill				2,163,961			427,405
	Other long-term assets				114,980			18,836
		Total assets		$	4,072,796		$	1,748,552
Liabilities and Equity
Current liabilities:
	Accounts payable			$	39,767		$	39,581
	Accrued liabilities				336,028			259,638
	Current deferred tax liabilities				7,345			5,114
	Current portion of long-term debt				15,065			16,333
		Total current liabilities			398,205			320,666
Long-term debt					2,364,270			404,943
Long-term deferred tax liabilities					238,286			5,971
Insurance reserves and other long-term liabilities					180,734			169,767
		Total liabilities			3,181,495			901,347
Equity:
	Preferred stock ($0.01 par value; 20,000,000 shares authorized in 2010, 0 issued and outstanding)				—			—
	Common stock ($0.01 par value; 1,000 shares authorized, issued and outstanding in 2011)				—			—
	Class A common stock ($0.01 par value; 100,000,000 shares authorized and 30,404,572 issued and outstanding in 2010)				—			304
	Class B common stock ($0.01 par value; 40,000,000 shares authorized in 2010, 65,052 issued and outstanding in 2010)				—			1
	Class B special voting stock ($0.01 par value; 1 share authorized, issued and outstanding in 2010)				—			—
	LP exchangeable units (13,724,676 shares issued and outstanding in 2010)				—			90,776
	Treasury stock at cost (30,778 shares in 2010)				—			(1,684	)
	Additional paid-in capital				885,868			305,258
	Retained earnings				5,826			450,766
	Accumulated other comprehensive (loss) income				(393	)		1,784
		Total equity			891,301			847,205
			Total liabilities and equity	$	4,072,796		$	1,748,552

The accompanying notes are an integral part of these financial statements.

F-49

EMERGENCY MEDICAL SERVICES CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited; in thousands)

				Successor			Predecessor
				Period from May 25 through June 30, 2011			Period from April 1 through May 24, 2011			Quarter ended June 30, 2010
Cash Flows from Operating Activities
Net income (loss)				$	5,826		$	(15,496	)	$	23,964
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
	Depreciation and amortization				12,962			11,485			16,321
	Loss on disposal of property, plant and equipment				12			—			45
	Equity-based compensation expense				430			13,150			1,441
	Excess tax benefits from stock-based compensation				—			(11,258	)		(2,917	)
	Loss on early debt extinguishment				—			10,069			19,091
	Equity in earnings of unconsolidated subsidiary				(33	)		(52	)		(105	)
	Deferred income taxes				48			—			973
	Changes in operating assets/liabilities, net of acquisitions:
		Trade and other accounts receivable			7,102			613			(21,750	)
		Parts and supplies inventory			18			(35	)		75
		Prepaids and other current assets			2,511			(3,828	)		(8,828	)
		Accounts payable and accrued liabilities			1,708			(3,750	)		7,093
		Insurance accruals			7,137			(4,922	)		4,754
			Net cash provided by (used in) operating activities		37,721			(4,024	)		40,157
Cash Flows from Investing Activities
Merger, net of cash received					(2,844,221	)		—			—
Purchases of property, plant and equipment					(2,892	)		(3,190	)		(8,652	)
Proceeds from sale of property, plant and equipment					55			45			66
Acquisition of businesses, net of cash received					(4,668	)		(62,150	)		(47,675	)
Net change in insurance collateral					4,542			10,630			(7,627	)
Other investing activities					(262	)		342			10,648
			Net cash used in investing activities		(2,847,446	)		(54,323	)		(53,240	)
Cash Flows from Financing Activities
EMSC issuance of class A common stock					—			8			1,791
Borrowings under senior secured credit facility					1,440,000			—			425,000
Proceeds from issuance of senior subordinated notes					950,000			—			—
Proceeds from CD&R equity investment					887,051			—			—
Repayments of capital lease obligations and other debt					(418,875	)		(2,150	)		(451,443	)
Equity issuance costs					(26,196	)		—			—
Debt issue costs					(114,021	)		—			(11,749	)
Payment for debt extinguishment premiums					—			—			(14,513	)
Excess tax benefits from stock-based compensation					—			11,258			2,917
Class A common stock repurchased as treasury stock					—			(1,137	)		—
Net change in bank overdrafts					(7,971	)		2,144			(6,942	)
			Net cash provided by (used in) financing activities		2,709,988			10,123			(54,939	)
Change in cash and cash equivalents					(99,737	)		(48,224	)		(68,022	)
Cash and cash equivalents, beginning of period					286,548			334,772			381,055
Cash and cash equivalents, end of period				$	186,811		$	286,548		$	313,033

The accompanying notes are an integral part of these financial statements.

F-50

EMERGENCY MEDICAL SERVICES CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(unaudited; in thousands)

				Successor			Predecessor
				Period from May 25 through June 30, 2011			Period from January 1 through May 24, 2011			Six months ended June 30, 2010
Cash Flows from Operating Activities
Net income				$	5,826		$	20,668		$	54,994
Adjustments to reconcile net income to net cash provided by operating activities:
	Depreciation and amortization				12,962			29,800			33,008
	Loss on disposal of property, plant and equipment				12			39			89
	Equity-based compensation expense				430			15,112			2,545
	Excess tax benefits from stock-based compensation				—			(12,427	)		(13,498	)
	Loss on early debt extinguishment				—			10,069			19,091
	Equity in earnings of unconsolidated subsidiary				(33	)		(143	)		(199	)
	Dividends received				—			427			403
	Deferred income taxes				48			345			840
	Changes in operating assets/liabilities, net of acquisitions:
		Trade and other accounts receivable			7,102			(10,149	)		(19,559	)
		Parts and supplies inventory			18			(116	)		(87	)
		Prepaids and other current assets			2,511			(8,569	)		(12,216	)
		Accounts payable and accrued liabilities			1,708			25,337			13,099
		Insurance accruals			7,137			(2,418	)		6,232
			Net cash provided by operating activities		37,721			67,975			84,742
Cash Flows from Investing Activities
Merger, net of cash received					(2,844,221	)		—			—
Purchases of property, plant and equipment					(2,892	)		(18,496	)		(15,168	)
Proceeds from sale of property, plant and equipment					55			55			108
Acquisition of businesses, net of cash received					(4,668	)		(94,870	)		(50,975	)
Net change in insurance collateral					4,542			23,036			(5,261	)
Other investing activities					(262	)		816			10,938
			Net cash used in investing activities		(2,847,446	)		(89,459	)		(60,358	)
Cash Flows from Financing Activities
EMSC issuance of class A common stock					—			559			6,193
Borrowings under senior secured credit facility					1,440,000			—			425,000
Proceeds from issuance of senior subordinated notes					950,000			—			—
Proceeds from CD&R equity investment					887,051			—			—
Repayments of capital lease obligations and other debt					(418,875	)		(4,116	)		(452,627	)
Equity issuance costs					(26,196	)		—			—
Debt issue costs					(114,021	)		—			(11,749	)
Payment for debt extinguishment premiums					—			—			(14,513	)
Excess tax benefits from stock-based compensation					—			12,427			13,498
Class A common stock repurchased as treasury stock					—			(2,440	)		—
Net change in bank overdrafts					(7,971	)		14,241			(10,041	)
			Net cash provided by (used in) financing activities		2,709,988			20,671			(44,239	)
Change in cash and cash equivalents					(99,737	)		(813	)		(19,855	)
Cash and cash equivalents, beginning of period					286,548			287,361			332,888
Cash and cash equivalents, end of period				$	186,811		$	286,548		$	313,033

The accompanying notes are an integral part of these financial statements.

F-51

EMERGENCY MEDICAL SERVICES CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(unaudited; in thousands, except share data)

		Shares/Units
		Common Stock		Class A Common Stock			Class B Common Stock			Class B Special Voting Stock		LP Exchangeable Units		Treasury Stock
Predecessor
Balances December 31, 2010			—		30,404,572			65,052			1		13,724,676		30,778
	Exercise of options		—		24,879			—			—		—		—
	Restricted stock awarded		—		118,453			—			—		—		—
	Shares repurchased		—		(38,263	)		—			—		—		38,263
	Exchange of Class B common		—		65,007			(65,007	)		—		—		—
Balances May 24, 2011			—		30,574,648			45			1		13,724,676		69,041
Successor
	Investment by Parent		1,000		—			—			—		—		—
Balances June 30, 2011			1,000		—			—			—		—		—

		Common Stock		Class A Common Stock		Class B Common Stock			LP Exchangeable Units		Treasury Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)			Total Equity
Predecessor
Balances December 31, 2010		$	—	$	304	$	1		$	90,776	$	(1,684	)	$	305,258	$	450,766	$	1,784		$	847,205
	Exercise of options		—		—		—			—		—			559		—		—			559
	Restricted stock awarded		—		1		—			—		—			—		—		—			1
	Shares repurchased		—		—		—			—		(2,440	)		—		—		—			(2,440	)
	Equity-based compensation		—		—		—			—		—			27,539		—		—			27,539
	Exchange of Class B common stock		—		1		(1	)		—		—			—		—		—			—
	Net income		—		—		—			—		—			—		20,668		—			20,668
	Unrealized holding gains		—		—		—			—		—			—		—		1,501			1,501
	Fair value of fuel hedge		—		—		—			—		—			—		—		25			25
Balances May 24, 2011		$	—	$	306	$	—		$	90,776	$	(4,124	)	$	333,356	$	471,434	$	3,310		$	895,058
Successor
	Investment by Parent, net of issuance costs of $29,878	$	—	$	—	$	—		$	—	$	—		$	857,173	$	—	$	—		$	857,173
	Investment by management		—		—		—			—		—			28,265		—		—			28,265
	Equity-based compensation		—		—		—			—		—			430		—		—			430
	Net income		—		—		—			—		—			—		5,826		—			5,826
	Unrealized holding losses		—		—		—			—		—			—		—		(140	)		(140	)
	Fair value of fuel hedge		—		—		—			—		—			—		—		(253	)		(253	)
Balances June 30, 2011		$	—	$	—	$	—		$	—	$	—		$	885,868	$	5,826	$	(393	)	$	891,301

The accompanying notes are an integral part of these financial statements.

F-52

EMERGENCY MEDICAL SERVICES CORPORATION

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

1. General

Basis of Presentation of Financial Statements

        The accompanying interim consolidated financial statements for Emergency Medical Services Corporation ("EMSC" or the "Company") have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim reporting, and accordingly, do not include all of the disclosures required for annual financial statements. For further information, see the Company's consolidated financial statements, including the accounting policies and notes thereto, included in the Company's Annual Report on Form 10-K for the year ended December 31, 2010.

        On May 25, 2011, EMSC was acquired through a merger transaction ("Merger") by investment funds (the "CD&R Affiliates") sponsored by, or affiliated with, Clayton, Dubilier & Rice LLC ("CD&R"). As a result of the Merger, EMSC became a wholly-owned subsidiary of CDRT Acquisition Corporation and the Company's stock ceased to be traded on the New York Stock Exchange. In addition, Emergency Medical Services LP, a wholly-owned subsidiary of the Company, ceased to be a reporting entity with the Securities and Exchange Commission. Details of the Merger are more fully discussed in Note 2. The transaction was accounted for as a reverse acquisition with CDRT Acquisition Corporation. Although EMSC continued as the surviving corporation and same legal entity after the Merger, the accompanying consolidated results of operations and cash flows are presented for two periods: the period prior to the merger ("Predecessor") and succeeding the Merger ("Successor"). The Company applied purchase accounting to the opening balance sheet and results of operations on May 25, 2011. The Merger resulted in a new basis of accounting beginning on May 25, 2011 and the financial reporting periods are presented as follows:

•

The three month period ended June 30, 2011 includes the Predecessor period of the Company from April 1, 2011 through May 24, 2011 and the Successor period, reflecting the Merger of the Company and the affiliate of CD&R, from May 25, 2011 through June 30, 2011.

•

The six month period ended June 30, 2011 includes the Predecessor period of the Company from January 1, 2011 through May 24, 2011 and the Successor period, reflecting the Merger of the Company and the affiliate of CD&R, from May 25, 2011 through June 30, 2011.

•

The 2010 periods presented are on a Predecessor basis. The consolidated financial statements for all Predecessor periods have been prepared using the historical basis of accounting for the Company. As a result of the Merger and the associated purchase accounting, the consolidated financial statements of the Successor are not comparable to periods preceding the Merger.

        In the opinion of management, the consolidated financial statements include all normal recurring adjustments necessary for a fair presentation of the periods presented. Operating results for interim periods are not necessarily indicative of the results that may be expected for the full year ended December 31, 2011.

        The Company's business is conducted primarily through two operating subsidiaries, EmCare Holdings Inc. ("EmCare"), its facility-based physician services segment, and American Medical Response, Inc. ("AMR"), its medical transportation services segment.

F-53

EMERGENCY MEDICAL SERVICES CORPORATION

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share data)

2. Summary of Significant Accounting Policies

Consolidation

        The consolidated financial statements include all wholly-owned subsidiaries of EMSC, including AMR and EmCare and their respective subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation.

Use of Estimates

        The preparation of financial statements requires management to make estimates and assumptions relating to the reporting of results of operations, financial condition and related disclosure of contingent assets and liabilities at the date of the financial statements. Actual results may differ from those estimates under different assumptions or conditions.

Insurance

        Insurance collateral is comprised principally of government and investment grade securities and cash deposits with third parties and supports the Company's insurance program and reserves. Certain of these investments, if sold or otherwise liquidated, would have to be replaced by other suitable financial assurances and are, therefore, considered restricted. Insurance collateral also includes a receivable from insurers of $10.8 million for liabilities in excess of our self-insured retention.

        Insurance reserves are established for automobile, workers compensation, general liability and professional liability claims utilizing policies with both fully-insured and self-insured components. This includes the use of an off-shore captive insurance program through a wholly-owned subsidiary for certain liability programs for both EmCare and AMR. In those instances where the Company has obtained third-party insurance coverage, the Company normally retains liability for the first $1 to $2 million of the loss. Insurance reserves cover known claims and incidents within the level of Company retention that may result in the assertion of additional claims, as well as claims from unknown incidents that may be asserted arising from activities through the balance sheet date.

        The Company establishes reserves for claims based upon an assessment of actual claims and claims incurred but not reported. The reserves are established based on quarterly consultation with third-party independent actuaries using actuarial principles and assumptions that consider a number of factors, including historical claim payment patterns (including legal costs) and changes in case reserves and the assumed rate of inflation in healthcare costs and property damage repairs.

        The Company's most recent actuarial valuation was completed in June 2011. As a result of this and previous actuarial valuations, the Company recorded increases in its provisions for insurance liabilities for prior year losses of $5.7 million and $8.2 million during the Predecessor periods from April 1, 2011 through May 24, 2011 and January 1, 2011 through May 24, 2011, respectively. During the Predecessor three months ended June 30, 2010, the Company recorded an increase of $2.9 million in its provision for insurance liabilities for prior year losses and a total increase of $0.1 million during the Predecessor six months ended June 30, 2010.

        The long-term portion of insurance reserves was $165.8 million and $158.3 million as of June 30, 2011 and December 31, 2010, respectively.

F-54

EMERGENCY MEDICAL SERVICES CORPORATION

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share data)

2. Summary of Significant Accounting Policies (Continued)

Trade and Other Accounts Receivable, net

        The Company estimates its allowances based on payor reimbursement schedules, historical collections and write-off experience and other economic data. The allowances for contractual discounts and uncompensated care are reviewed monthly. Account balances are charged off against the uncompensated care allowance, which relates principally to receivables recorded for self-pay patients, when it is probable the receivable will not be recovered. Write-offs to the contractual allowance occur when payment is received. The Company's accounts receivable and allowances are as follows:

	Successor June 30, 2011		Predecessor December 31, 2010
Gross trade accounts receivable	$	2,318,154	$	2,119,854
Allowance for contractual discounts		1,195,537		1,092,188
Allowance for uncompensated care		710,001		629,419
Net trade accounts receivable		412,616		398,247
Other receivables, net		97,663		91,411
Net accounts receivable	$	510,279	$	489,658

        Other receivables primarily represent EmCare hospital subsidies and fees and AMR fees for stand-by and special events and subsidies from community organizations.

        AMR contractual allowances are determined primarily on payor reimbursement schedules that are included and regularly updated in the billing systems, and by historical collection experience. The billing systems calculate the difference betweenpayor specific gross billings and contractually agreed to, or governmentally driven, reimbursement rates. The allowance for uncompensated care at AMR is related principally to receivables recorded for self-pay patients. AMR's allowances on self-pay accounts receivable are estimated on claim level, historical write-off experience.

        Accounts receivable allowances at EmCare are estimated based on cash collection and write-off experience at a facility level contract and facility specific payor mix. These allowances are reviewed and adjusted monthly through revenue provisions. In addition, a look-back analysis is done, typically after 15 months, to compare actual cash collected on a date of service basis to the revenue recorded for that period. Any adjustment necessary for an overage or deficit in these allowances based on actual collections is recorded through a revenue adjustment in the current period.

Business Combinations

        Effective January 1, 2009, the Company adopted ASC 805, Business Combinations, which revised the accounting guidance required to be applied to acquisitions in comparison to prior fiscal years . In accordance with this guidance, the assets and liabilities of an acquired business are recorded at their fair values at the date of acquisition. The excess of the purchase price over the estimated fair values is recorded as goodwill. All acquisition costs are expensed as incurred. While the Company uses its best estimates and assumptions as a part of the purchase price allocation process to accurately value assets acquired and liabilities assumed at the acquisition date, the estimates are inherently uncertain and subject to refinement. As a result, during the measurement period the Company may record

F-55

EMERGENCY MEDICAL SERVICES CORPORATION

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share data)

2. Summary of Significant Accounting Policies (Continued)

adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period any subsequent adjustments are recorded as expense.

Revenue Recognition

        Revenue is recognized at the time of service and is recorded net of provisions for contractual discounts and estimated uncompensated care. Provisions for contractual discounts are related principally to differences between gross charges and specific payor, including governmental, reimbursement schedules. Provisions for estimated uncompensated care are related principally to the number of self-pay patients treated in the period. Provisions for contractual discounts and estimated uncompensated care as a percentage of gross revenue and as a percentage of gross revenue less provision for contractual discounts are as follows. Predecessor and Successor periods are not disclosed because they are not materially different than the three and six month periods presented.

		Three months ended June 30,						Six months ended June 30,
		2011			2010			2011			2010
Gross revenue			100.0	%		100.0	%		100.0	%		100.0	%
Provision for contractual discounts			53.7	%		53.1	%		53.6	%		52.6	%
	Revenue net of contractual discounts		46.3	%		46.9	%		46.4	%		47.4	%
Provision for uncompensated care as a percentage of gross revenue			18.8	%		18.3	%		18.8	%		18.5	%
Provision for uncompensated care as a percentage of gross revenue less contractual discounts			40.6	%		39.0	%		40.6	%		39.1	%

        Healthcare reimbursement is complex and may involve lengthy delays. Third-party payors are continuing their efforts to control expenditures for healthcare, including proposals to revise reimbursement policies. The Company has from time to time experienced delays in reimbursement from third-party payors. In addition, third-party payors may disallow, in whole or in part, claims for payment based on determinations that certain amounts are not reimbursable under plan coverage, determinations of medical necessity, or the need for additional information. Laws and regulations governing the Medicare and Medicaid programs are very complex and subject to interpretation. Revenue is recognized on an estimated basis in the period in which related services are rendered. As a result, there is a reasonable possibility that recorded estimates will change materially in the short-term. Such amounts, including adjustments between provisions for contractual discounts and uncompensated care, are adjusted in future periods, as adjustments become known. These adjustments were less than 1% of net revenue for the Successor and Predecessor periods.

        The Company also provides services to patients who have no insurance or other third-party payor coverage. In certain circumstances, federal law requires providers to render services to any patient who requires care regardless of their ability to pay. Services to these patients are not considered to be charity care.

Merger

        On February 13, 2011, the Company entered into an Agreement and Plan of Merger ("Merger Agreement") with CDRT Acquisition Corporation, a Delaware corporation ("Parent"), and CDRT

F-56

EMERGENCY MEDICAL SERVICES CORPORATION

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share data)

2. Summary of Significant Accounting Policies (Continued)

Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Sub"). On May 25, 2011, pursuant to the Merger Agreement, Sub merged with and into the Company, with the Company as the surviving entity and a wholly-owned subsidiary of Parent (the "Merger").

        At the time the Merger was effective, each issued and outstanding share of class A common stock and class B common stock (including shares of Class B common stock issued immediately prior to the effective time of the Merger in exchange for the LP exchangeable units of EMS LP, but excluding treasury shares, shares held by Parent or Sub and shares held by stockholders who perfected their appraisal rights), were converted into the right to receive $64.00 per share in cash, without interest and subject to any applicable withholding taxes. In addition, vesting of stock options, restricted stock, and restricted share units was accelerated upon closing of the Merger. As a result, holders of stock options received cash equal to the intrinsic value of the awards based on a market price of $64.00 per share while holders of restricted stock and restricted share units received $64.00 per share in cash, without interest.

        The Merger was financed by a combination of borrowings under the Company's new senior secured term loan facility, the issuance of new senior unsecured notes, and the equity investment by the CD&R Affiliates and members of EMSC management. The purchase price was approximately $3.2 billion including approximately $150 million in capitalized issuance costs, of which $110 million are debt issuance costs. The Merger was funded primarily through a $915 million equity contributions from the CD&R Affiliates and members of EMSC management and $2.4 billion in debt financing discussed more fully in Note 5.

Preliminary Purchase Price Allocation

        The total purchase price was allocated to the Company's net tangible and identifiable intangible assets, including customer relationships, software and trade names, based on their estimated fair values as set forth below. Property and equipment were carried forward at historical net balances as a current best estimate of fair value and will be adjusted in a subsequent period upon completion of a full valuation. The excess of the purchase price over the net tangible and identifiable intangible assets was recorded as goodwill. The preliminary allocation of the purchase price to identifiable intangible assets was based upon preliminary valuation data from a third party valuation firm and the estimates and assumptions are subject to change.

Property, plant and equipment	$	136,400
Identifiable intangible assets		764,400
Goodwill		2,164,000
Deferred taxes		(245,600	)
Other net assets acquired		352,500
Total purchase price	$	3,171,700

        The preliminary estimated useful life associated with identifiable intangible assets is a weighted average of approximately 9.5 years and the amortization methodology will be determined upon finalization of the valuation. Deferred tax liabilities of $232.5 million were recorded related to the allocation of purchase price to increase the existing value of intangible assets. Goodwill of

F-57

EMERGENCY MEDICAL SERVICES CORPORATION

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share data)

2. Summary of Significant Accounting Policies (Continued)

$2,164.0 million resulted from the Merger, the majority of which is not deductible for tax purposes. The preliminary allocation of goodwill by segment is as follows (in millions):

AMR	$	650
EmCare		1,514
	$	2,164

        Goodwill will be reviewed at least annually for impairment.

Merger and Other Related Costs

        During the period from January 1, 2011 through May 24, 2011, the Company recorded $29.8 million of pretax Merger related costs consisting primarily of investment banking, accounting and legal fees. The Company also recognized a pretax charge of $12.4 million related to accelerated vesting of all outstanding unvested stock options, restricted stock awards and restricted stock units including associated payroll taxes and $10.1 million related to loss on early debt extinguishment.

Unaudited Pro Forma Combined Consolidated Statements of Operations

        The following Unaudited Pro Forma Combined Consolidated Statements of Operation reflect the consolidated results of operations of the Company as if the Merger had occurred on January 1, 2011 and 2010. The historical financial information has been adjusted to give effect to events that are (1) directly attributed to the Merger, (2) factually supportable, and (3) with respect to the income statement, expected to have a continuing impact on the combined results. Such items include interest expense related to debt issued in conjunction with the Merger as well as additional amortization expense associated with the preliminary valuation of intangible assets. This unaudited pro forma information should not be relied upon as necessarily being indicative of the historical results that would have been obtained if the Merger had actually occurred on that date, nor of the results that may be obtained in the future.

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EMERGENCY MEDICAL SERVICES CORPORATION

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share data)

2. Summary of Significant Accounting Policies (Continued)

Unaudited Pro Forma Combined Consolidated Statements of Operation

		Quarter ended June 30,						Six months ended June 30,
		2011			2010			2011			2010
Net revenue		$	780,498		$	708,804		$	1,541,333		$	1,388,158
Compensation and benefits			546,929			496,443			1,084,006			976,760
Operating expenses			101,633			90,586			198,596			177,115
Insurance expense			30,779			25,942			57,318			48,012
Selling, general and administrative expenses			19,267			19,298			38,102			37,156
Depreciation and amortization expense			29,635			30,066			59,770			60,368
	Income from operations		52,255			46,469			103,541			88,747
Interest income from restricted assets			890			859			1,286			1,714
Interest expense			(43,294	)		(43,230	)		(86,509	)		(86,431	)
Realized gains (losses) on investments			2			57			(2	)		149
Interest and other income			610			206			819			471
	Income before income taxes and equity in earnings of unconsolidated subsidiary		10,463			4,361			19,135			4,650
Income tax expense			(4,133	)		(1,679	)		(7,558	)		(1,837	)
	Income before equity in earnings of unconsolidated subsidiary		6,330			2,682			11,577			2,813
Equity in earnings of unconsolidated subsidiary			85			105			176			199
Net income		$	6,415		$	2,787		$	11,753		$	3,012

Fair Value Measurement

        The Company classifies its financial instruments that are reported at fair value based on a hierarchal framework which ranks the level of market price observability used in measuring financial instruments at fair value. Market price observability is impacted by a number of factors, including the type of instrument and the characteristics specific to the instrument. Instruments with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.

        Financial instruments measured and reported at fair value are classified and disclosed in one of the following categories:

        Level 1—Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. The Company does not adjust the quoted price for these assets or liabilities.

        Level 2—Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies. Balances in this category include mortgage backed securities, corporate bonds, and derivatives.

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EMERGENCY MEDICAL SERVICES CORPORATION

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share data)

2. Summary of Significant Accounting Policies (Continued)

        Level 3—Pricing inputs are unobservable as of the reporting date and reflect the Company's own assumptions about the fair value of the asset or liability.

        The following table summarizes the valuation of EMSC's financial instruments by the above fair value hierarchy levels as of June 30, 2011:

Description	Total		Level 1		Level 2		Level 3
Assets:
Securities	$	116,599	$	103,620	$	12,979	$	—
Derivatives	$	1,962	$	—	$	1,962	$	—
Liabilities:
Contingent consideration	$	9,522	$	—	$	—	$	9,522

        The contingent consideration balance classified as a level 3 liability decreased by $10.8 million since December 31, 2010 due to payments made by the Company during the six months ended June 30, 2011.

Recent Accounting Pronouncements

        In July 2011, the Financial Accounting Standards Board ("FASB") provided guidance to give further transparency about a health care entity's net patient service revenue and the related allowance for doubtful accounts. This update will be effective for the Company for the year ended December 31, 2013 and interim periods thereafter. Adoption of this guidance will not have a material effect on the Company's consolidated financial statements and related disclosures.

3. Acquisitions

        On April 1, 2011, the Company acquired all the capital stock of BestPractices, Inc., an emergency department staffing and management company based in Virginia.

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EMERGENCY MEDICAL SERVICES CORPORATION

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share data)

4. Accrued Liabilities

        Accrued liabilities were as follows at June 30, 2011 and December 31, 2010:

	Successor June 30, 2011		Predecessor December 31, 2010
Accrued wages and benefits	$	124,061	$	103,238
Accrued paid time-off		28,050		24,420
Current portion of self-insurance reserves		58,096		50,064
Accrued restructuring		149		160
Current portion of compliance and legal		2,614		5,929
Accrued billing and collection fees		4,884		3,500
Accrued incentive compensation		17,080		21,446
Accrued interest		8,758		979
Transaction related liabilities		50,278		—
Other		42,058		49,902
Total accrued liabilities	$	336,028	$	259,638

5. Long-Term Debt

        On May 25, 2011, the Company issued $950 million of senior unsecured notes and entered into $1.8 billion of senior secured credit facilities (the "Credit Facilities").

        The senior unsecured notes have a fixed interest rate of 8.125%, payable semi-annually with the principle due at maturity in 2019. The senior unsecured notes are general unsecured obligations of EMSC and are guaranteed by each of EMSC's domestic subsidiaries, except for any of EMSC's subsidiaries subject to regulation as an insurance company, including EMSC's captive insurance subsidiary.

        EMSC may redeem the senior unsecured notes, in whole or in part, at any time prior to June 1, 2014, at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date, plus the applicable make-whole premium. EMSC may redeem the senior unsecured notes, in whole or in part, at any time (i) on and after June 1, 2014 and prior to June 1, 2015, at a price equal to 106.094% of the principal amount of the senior unsecured notes, (ii) on or after June 1, 2015 and prior to June 1, 2016, at a price equal to 104.063% of the principal amount of the senior unsecured notes, (iii) on or after June 1, 2016 and prior to June 1, 2017, at a price equal to 102.031% of the principal amount of the senior unsecured notes, and (iv) on or after June 1, 2017, at a price equal to 100.000% of the principal amount of the senior unsecured notes, in each case, plus accrued and unpaid interest, if any, to the redemption date. In addition, at any time prior to June 1, 2014, EMSC may redeem up to 35% of the aggregate principal amount of the senior unsecured notes with the proceeds of certain equity offerings at a redemption price of 108.125%, plus accrued and unpaid interest, if any, to the applicable redemption date.

        The indenture governing the senior unsecured notes contains covenants that, among other things, limit EMSC's ability and the ability of its restricted subsidiaries to: incur more indebtedness or issue certain preferred shares; pay dividends, redeem stock or make other distributions; make investments;

F-61

EMERGENCY MEDICAL SERVICES CORPORATION

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share data)

5. Long-Term Debt (Continued)

create restrictions on the ability of EMSC's restricted subsidiaries to pay dividends to EMSC or make other intercompany transfers; create liens; transfer or sell assets; merge or consolidate; enter into certain transactions with affiliates; and designate subsidiaries as unrestricted subsidiaries. Upon the occurrence of certain events constituting a change of control, EMSC is required to make an offer to repurchase all of the senior unsecured notes (unless otherwise redeemed) at a purchase price equal to 101% of their principal amount, plus accrued and unpaid interest, if any to the repurchase date. If EMSC sells assets under certain circumstances, it must use the proceeds to make an offer to purchase the senior unsecured notes at a price equal to 100% of their principal amount, plus accrued and unpaid interest, if any, to the date of purchase.

        The Credit Facilities consist of a $1.44 billion senior secured term loan facility (the "Term Loan Facility") and a $350 million asset-based revolving credit facility (the "ABL Facility"). Loans under the Term Loan Facility bear interest at EMSC's election at a rate equal to (i) the highest of (x) the rate for deposits in U.S. dollars in the London interbank market (adjusted for maximum reserves) for the applicable interest period ("Term Loan LIBOR rate") and (y) 1.50%, plus, in each case, 3.75%, or (ii) the base rate, which will be the highest of (w) the corporate base rate established by the administrative agent from time to time, (x) 0.50% in excess of the overnight federal funds rate, (y) the one-month Term Loan LIBOR rate (adjusted for maximum reserves) plus 1.00% per annum and (x) 2.50%, plus, in each case, 2.75%.

        Loans under the ABL Facility bear interest at EMSC's election at a rate equal to (i) the rate for deposits in U.S. dollars in the London interbank market (adjusted for maximum reserves) for the applicable interest period ("ABL LIBOR rate"), plus an applicable margin that ranges from 2.25% to 2.75% based on the average available loan commitments, or (ii) the base rate, which is the highest of (x) the corporate base rate established by the administrative agent from time to time, (y) the overnight federal funds rate plus 0.5% and (z) the one-month ABL LIBOR rate plus 1.0% per annum, plus, in each case, an applicable margin that ranges from 1.25% to 1.75% based on the average available loan commitments. The ABL Facility bears a commitment fee that ranges from 0.500% to 0.375%, payable quarterly in arrears, based on the utilization of the ABL Facility. The ABL Facility also bears customary letter of credit fees.

        As of June 30, 2011, letters of credit outstanding which impact the available credit under the ABL Facility were $47.4 million and the maximum available under the ABL Facility was $302.6 million. There were no borrowings under the ABL Facility as of June 30, 2011.

        The Term Loan Facility contains customary representations and warranties and customary affirmative and negative covenants. The negative covenants are limited to the following: limitations on the incurrence of debt, liens, fundamental changes, restrictions on subsidiary distributions, transactions with affiliates, further negative pledge, asset sales, restricted payments, investments and acquisitions, repayment of certain junior debt (including the senior notes) or amendments of junior debt documents related thereto and line of business. The negative covenants are subject to the customary exceptions.

        The ABL Facility contains customary representations and warranties and customary affirmative and negative covenants. The negative covenants are limited to the following: limitations on indebtedness, dividends and distributions, investments, acquisitions, prepayments or redemptions of junior indebtedness, amendments of junior indebtedness, transactions with affiliates, asset sales, mergers,

F-62

EMERGENCY MEDICAL SERVICES CORPORATION

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share data)

5. Long-Term Debt (Continued)

consolidations and sales of all or substantially all assets, liens, negative pledge clauses, changes in fiscal periods, changes in line of business and hedging transactions. The negative covenants are subject to the customary exceptions and also permit the payment of dividends and distributions, investments, permitted acquisitions and payments or redemptions of junior indebtedness upon satisfaction of a "payment condition." The payment condition is deemed satisfied upon 30-day average excess availability exceeding agreed upon thresholds and, in certain cases, the absence of specified events of default and pro forma compliance with a fixed charge coverage ratio of 1.0 to 1.0.

        In conjunction with completing the financing under the new credit facilities, the Company repaid the balance outstanding on the previous senior secured term loan. During the Predecessor period ended May 24, 2011, the Company recorded a loss on early debt extinguishment of $10.1 million related to unamortized debt issuance costs.

        Long-term debt and capital leases consisted of the following at June 30, 2011 and December 31, 2010:

	Successor June 30, 2011			Predecessor December 31, 2010
Senior subordinated unsecured notes due 2019	$	950,000		$	—
Senior secured term loan due 2018 (5.25% at June 30, 2011)		1,427,568			—
Senior secured term loan due 2015		—			419,688
Notes due at various dates from 2011 to 2022 with interest rates from 6% to 10%		1,097			832
Capital lease obligations due at various dates from 2011 to 2018		670			756
		2,379,335			421,276
Less current portion		(15,065	)		(16,333	)
Total long-term debt	$	2,364,270		$	404,943

6. Derivative Instruments and Hedging Activities

        The Company manages its exposure to changes in fuel prices and, from time to time, uses highly effective derivative instruments to manage well-defined risk exposures. The Company monitors its positions and the credit ratings of its counterparties and does not anticipate non-performance by the counterparties. The Company does not use derivative instruments for speculative purposes.

        At June 30, 2011, the Company was party to a series of fuel hedge transactions with a major financial institution under one master agreement. Each of the transactions effectively fixes the cost of diesel fuel at prices ranging from $3.12 to $3.29 per gallon. The Company purchases the diesel fuel at the market rate and periodically settles with its counterparty for the difference between the national average price for the period published by the Department of Energy and the agreed upon fixed price. The transactions fix the price for a total of 3.0 million gallons, which represents approximately 28% of the Company's total estimated annual usage, and are spread over periods from July 2011 through

F-63

EMERGENCY MEDICAL SERVICES CORPORATION

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share data)

6. Derivative Instruments and Hedging Activities (Continued)

June 2012. As of June 30, 2011, the Company recorded, as a component of other comprehensive income before applicable tax impacts, an asset associated with the fair value of the fuel hedge in the amount of $2.0 million, compared to $1.7 million as of December 31, 2010. Settlement of hedge agreements totaled $0.3 million for the Successor period from May 25, 2011 through June 30, 2011, $0.5 million for the Predecessor period from April 1, 2011 through May 24, 2011, $1.0 million for the Predecessor period from January 1, 2011 through May 24, 2011 and less than $0.1 million during each of the three and six months ended June 30, 2010.

7. Commitments and Contingencies

Lease Commitments

        The Company leases various facilities and equipment under operating lease agreements.

        The Company also leases certain leasehold improvements under capital leases. Assets under capital leases are capitalized using inherent interest rates at the inception of each lease. Capital leases are collateralized by the underlying assets.

Services

        The Company is subject to the Medicare and Medicaid fraud and abuse laws which prohibit, among other things, any false claims, or any bribe, kickback or rebate in return for the referral of Medicare and Medicaid patients. Violation of these prohibitions may result in civil and criminal penalties and exclusion from participation in the Medicare and Medicaid programs. Management has implemented policies and procedures that management believes will assure that the Company is in substantial compliance with these laws and regulations but there can be no assurance the Company will not be found to have violated certain of these laws and regulations. From time to time, the Company receives requests for information from government agencies pursuant to their regulatory or investigational authority. Such requests can include subpoenas or demand letters for documents to assist the government agencies in audits or investigations. The Company is cooperating with the government agencies conducting these investigations and is providing requested information to the government agencies. Other than the proceedings described below, management believes that the outcome of any of these investigations would not have a material adverse effect on the Company.

Other Legal Matters

        In December 2006, AMR received a subpoena from the Department of Justice ("DOJ"). The subpoena requested copies of documents for the period from January 2000 through the present. The subpoena required AMR to produce a broad range of documents relating to the operations of certain AMR affiliates in New York. The Company produced documents responsive to the subpoena. The government identified claims for reimbursement that the government believes lack support for the level billed, and invited the Company to respond to the identified areas of concern. The Company reviewed the information provided by the government, provided its response, and is currently in discussions with the DOJ and the Office of the Inspector General of Health and Human Services regarding resolution of this matter. During the second quarter of 2010, the Company recorded a $3.1 million reserve for its

F-64

EMERGENCY MEDICAL SERVICES CORPORATION

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share data)

7. Commitments and Contingencies (Continued)

estimate of likely exposure in this matter. During the second quarter of 2011, the Company entered into a Corporate Integrity Agreement and settlement agreement and paid approximately $3.0 million.

        Four different lawsuits purporting to be class actions have been filed against AMR and certain subsidiaries in California alleging violations of California wage and hour laws. On April 16, 2008, Lori Bartoni commenced a suit in the Superior Court for the State of California, County of Alameda; on July 8, 2008, Vaughn Banta filed suit in the Superior Court of the State of California, County of Los Angeles; on January 22, 2009, Laura Karapetian filed suit in the Superior Court of the State of California, County of Los Angeles, and on March 11, 2010, Melanie Aguilar filed suit in Superior Court of the State of California, County of Los Angeles. The Banta and Karapetian cases have been coordinated with the Bartoni case in the Superior Court for the State of California, County of Alameda. At the present time, courts have not certified classes in any of these cases. Plaintiffs allege principally that the AMR entities failed to pay overtime charges pursuant to California law, and failed to provide required meal breaks or pay premium compensation for missed meal breaks. Plaintiffs are seeking to certify the classes and are seeking lost wages, punitive damages, attorneys' fees and other sanctions permitted under California law for violations of wage hour laws. The Company is unable at this time to estimate the amount of potential damages, if any.

        Eleven purported shareholder class actions relating to the transactions contemplated by the Merger Agreement described in Note 2 herein have been filed in state court in Delaware and federal and state courts in Colorado against various combinations of the Company, the members of the Company's board of directors, and other parties. Seven actions were filed in the Delaware Court of Chancery beginning on February 22, 2011, which were consolidated into one action entitled In re Emergency Medical Services Corporation Shareholder Litigation, Consolidated C.A. No. 6248-VCS. On April 4, 2011, the Delaware plaintiffs filed their consolidated class action complaint. Two actions, entitled Scott A. Halliday v. Emergency Medical Services Corporation, et al., Case No. 2011CV316 (filed on February 15, 2011), and Alma C. Howell v. William Sanger, et. al., Case No. 2011CV488 (filed on March 1, 2011), were filed in the District Court, Arapahoe County, Colorado. Two other actions, entitled Michael Wooten v. Emergency Medical Services Corporation, et al., Case No. 11-CV-00412 (filed on February 17, 2011), and Neal Greenberg v. Emergency Medical Services Corporation, et. al., Case No. 11-CV-00496 (filed on February 28, 2011), were filed in the U.S. District Court for the District of Colorado and have been consolidated. These actions generally allege that the directors of the Company, Onex Corporation and/or Onex Corporation's subsidiaries breached their fiduciary duties by, among other things: approving the transactions contemplated by the Merger Agreement, which allegedly were financially unfair to the Company and its public stockholders; agreeing to provisions in the Merger Agreement that would allegedly prevent the board from considering other offers; permitting the unitholders agreement (which secured the majority votes in favor of the Merger) and failing to require a provision in the Merger Agreement requiring that a majority of the public stockholders approve the transactions contemplated by the Merger Agreement; and/or making allegedly materially inadequate disclosures. These actions further allege that certain other defendants aided and abetted these breaches. In addition, the two actions filed in the U.S. District Court for the District of Colorado contain individual claims brought under Section 14(a) and Section 20(a) of the Securities Exchange Act of 1934, as amended, pertaining to the purported dissemination of allegedly misleading proxy materials. These actions seek unspecified damages and equitable relief. The Company believes

F-65

EMERGENCY MEDICAL SERVICES CORPORATION

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share data)

7. Commitments and Contingencies (Continued)

that all of the allegations in these actions are without merit and intends to vigorously defend these matters.

        In addition to the foregoing shareholder class actions, Merion Capital, L.P., a former stockholder of the Company, has filed an action in the Delaware Court of Chancery seeking to exercise its right to appraisal of its holdings in the Company prior to the Merger. Merion Capital was the holder of 599,000 shares of class A common stock in the Company prior to the Merger. The Company has not paid any merger consideration for these shares and has recorded a reserve in the amount of $38.3 million for such unpaid merger consideration pending conclusion of the appraisal action.

        In July 2011, AMR received a request from the Civil Division of the U.S. Attorney's Office for the Central District of California ("USAO") asking AMR to preserve certain documents concerning AMR's provision of ambulance services within the City of Riverside, California. The USAO indicated that it, together with the Department of Health and Human Services, Office of the Inspector General, are investigating whether AMR violated the federal False Claims Act and/or the federal Anti-Kickback Statute in connection with AMR's provision of ambulance transport services within the City of Riverside. The California Attorney General's Office is conducting a parallel state investigation for possible violations of the California False Claims Act. The Company has complied with the USAO's request to preserve documents.

        The Company is involved in other litigation arising in the ordinary course of business. Management believes the outcome of these legal proceedings will not have a material adverse effect on its financial condition, results of operations or liquidity.

8. Equity Based Compensation

Successor Equity Plans

        Management of EMSC was allowed to rollover stock options of the Predecessor into fully vested options of the Successor. In addition, EMSC established a stock compensation plan after the Merger whereby certain members of management were awarded stock options in the Successor Company. The stock options are valued using the Black-Scholes valuation model on the date of grant. These options have a $64.00 strike price and vest ratably through December 2015. A compensation charge of $430 was recorded for the Successor period from May 25, 2011 through June 30, 2011.

Predecessor Equity Plans

        For a detailed description of the Company's pre-merger stock compensation plans, refer to Note 11 to the Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2010.

        Total stock-based compensation expense recognized in the Consolidated Statements of Operations resulting from stock options, non-vested restricted stock awards and non-vested restricted stock units was $13.2 million for the Predecessor period from April 1, 2011 through May 24, 2011, $15.1 million for the Predecessor period from January 1, 2011 through May 24, 2011 and $1.4 million and $2.5 million for the three and six months ended June 30, 2010, respectively. Included in the Predecessor periods is $11.7 million of stock-based compensation expense and $0.7 million of payroll tax expense

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EMERGENCY MEDICAL SERVICES CORPORATION

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share data)

8. Equity Based Compensation (Continued)

incurred during the period from April 1, 2011 through May 24, 2011 due to the accelerated vesting of stock options, restricted stock awards and restricted stock units as the result of change in control provisions upon closing of the Merger.

        As discussed in Note 2, vesting of stock options, restricted stock awards and restricted stock units was accelerated upon closing of the Merger. As a result, holders of stock options received cash equal to the intrinsic value of the awards based on a market price of $64.00 per share while holders of restricted stock awards and restricted stock units received $64.00 per share in cash, without interest and the associated options and restricted stock were cancelled.

9. Related Party Transactions

        Upon completion of the Merger, the Company and CDRT Holding Corporation ("Holding"), the Company's indirect parent company, entered into a consulting agreement with CD&R, dated May 25, 2011 (the "Consulting Agreement"), pursuant to which CD&R will provide Holding and its subsidiaries, including the Company, with financial, investment banking, management, advisory and other services. Pursuant to the consulting agreement, Holding, or one or more of its subsidiaries, will pay CD&R an annual fee of $5 million, plus expenses. CD&R may also charge a transaction fee for certain types of transactions completed by Holding or one or more of its subsidiaries, plus expenses. During the period from May 25, 2011 through June 30, 2011, the Company expensed $514 in respect of this fee.

        Pursuant to the Consulting Agreement, CD&R received a transaction fee of $40.0 million and $2.6 million for out-of-pocket and consulting expenses to third-parties CD&R paid prior to the closing of the Merger. This amount was capitalized as part of the Merger and has been allocated between deferred financing costs, which is included in other long-term assets, and equity on the accompanying balance sheet as of June 30, 2011.

        The Company was party to a management agreement with a wholly-owned subsidiary of Onex Corporation, the Company's prior principal equityholder, until May 25, 2011. In exchange for an annual management fee of $1.0 million, the Onex subsidiary provided the Company with corporate finance and strategic planning consulting services. For the periods April 1, 2011 through May 24, 2011 and January 1, 2011 through May 24, 2011, the Company expensed $149 and $399, respectively, in respect of this fee.

10. Segment Information

        The Company is organized around two separately managed business units: medical transportation services and facility-based physician services, which have been identified as operating segments. The medical transportation services reportable segment focuses on providing a full range of medical transportation services from basic patient transit to the most advanced emergency care and pre-hospital assistance. The facility-based physician services reportable segment provides physician services to hospitals primarily for emergency departments and urgent care centers, as well as for hospitalist/inpatient, radiology, teleradiology and anesthesiology services. The Chief Executive Officer has been identified as the chief operating decision maker ("CODM") as he assesses the performance of the business units and decides how to allocate resources to the business units.

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EMERGENCY MEDICAL SERVICES CORPORATION

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share data)

10. Segment Information (Continued)

        Net income before equity in earnings of unconsolidated subsidiary, income tax expense, loss on early debt extinguishment, interest and other (expense) income, realized (loss) gain on investments, interest expense, stock-based compensation, related party management fees, and depreciation and amortization expense ("Adjusted EBITDA") is the measure of profit and loss that the CODM uses to assess performance, measure liquidity and make decisions. The Company modified the definition of Adjusted EBITDA following the Merger. The accounting policies for reported segments are the same as for the Company as a whole.

        The following table presents the Company's operating segment results for the Successor period from May 25, 2011 through June 30, 2011, the Predecessor period from April 1, 2011 through May 24, 2011, the Predecessor period from January 1, 2011 through May 24, 2011 and the Predecessor periods for the three and six months ended June 30, 2010:

	Successor			Predecessor
	Period from May 25 through June 30, 2011			Period from April 1 through May 24, 2011			Quarter ended June 30, 2010			Period from January 1 through May 24, 2011			Six months ended June 30, 2010
Facility-Based Physician Services
Net revenue	$	171,714		$	245,432		$	364,645		$	642,059		$	707,037
Segment Adjusted EBITDA		24,434			29,462			47,395			77,686			90,037
Medical Transportation Services
Net revenue		147,829			215,523			344,159			579,731			681,121
Segment Adjusted EBITDA		15,605			16,091			32,690			52,896			65,837
Total
Total net revenue		319,543			460,955			708,804			1,221,790			1,388,158
Total Adjusted EBITDA		40,039			45,553			80,085			130,582			155,874
Reconciliation of Adjusted EBITDA to Net Income (Loss)
Adjusted EBITDA	$	40,039		$	45,553		$	80,085		$	130,582		$	155,874
Depreciation and amortization expense		(11,061	)		(10,942	)		(15,692	)		(28,467	)		(31,872	)
Equity-based compensation expense		(430	)		(13,150	)		(1,441	)		(15,112	)		(2,545	)
Related party management fees		(514	)		(149	)		(250	)		(399	)		(500	)
Interest expense		(17,950	)		(3,069	)		(5,060	)		(7,886	)		(13,326	)
Realized gain (loss) on investments		7			(5	)		57			(9	)		149
Interest and other (expense) income		(140	)		(27,127	)		206			(28,873	)		471
Loss on early debt extinguishment		—			(10,069	)		(19,091	)		(10,069	)		(19,091	)
Income tax (expense) benefit		(4,158	)		3,410			(14,955	)		(19,242	)		(34,365	)
Equity in earnings of unconsolidated subsidiary		33			52			105			143			199
Net income (loss)	$	5,826		$	(15,496	)	$	23,964		$	20,668		$	54,994

F-68

EMERGENCY MEDICAL SERVICES CORPORATION

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share data)

10. Segment Information (Continued)

        A reconciliation of Adjusted EBITDA to cash flows provided by (used in) operating activities is as follows:

	Successor			Predecessor
	Period from May 25 through June 30, 2011			Period from April 1 through May 24, 2011			Quarter ended June 30, 2010			Period from January 1 through May 24, 2011			Six months ended June 30, 2010
Adjusted EBITDA	$	40,039		$	45,553		$	80,085		$	130,582		$	155,874
Related party management fees		(514	)		(149	)		(250	)		(399	)		(500	)
Interest expense (less deferred loan fee amortization)		(16,046	)		(2,538	)		(4,431	)		(6,556	)		(12,190	)
Change in accounts receivable		7,102			613			(21,750	)		(10,149	)		(19,559	)
Change in other operating assets/liabilities		11,374			(12,535	)		3,094			14,234			7,028
Excess tax benefits from stock-based compensation		—			(11,258	)		(2,917	)		(12,427	)		(13,498	)
Interest and other income (expense)		(140	)		(27,127	)		206			(28,873	)		471
Income tax (expense) benefit, net of change in deferred taxes		(4,110	)		3,410			(13,982	)		(18,897	)		(33,525	)
Other		16			7			102			460			641
Cash flows provided by (used in) operating activities Net income	$	37,721		$	(4,024	)	$	40,157		$	67,975		$	84,742

11. Guarantors of Debt

        EMSC is the issuer of the senior unsecured notes and the borrower under the Credit Facilities. The senior unsecured notes and the Credit Facilities are guaranteed by each of EMSC's domestic subsidiaries, except for any subsidiaries subject to regulation as an insurance company, including EMSC's captive insurance subsidiary. All of the operating income and cash flow of EMSC is generated by AMR, EmCare and their subsidiaries. As a result, funds necessary to meet the debt service obligations under the senior unsecured notes and the Credit Facilities are provided by the distributions or advances from the subsidiary companies, AMR and EmCare. Investments in subsidiary operating companies are accounted for on the equity method. Accordingly, entries necessary to consolidate EMSC and all of its subsidiaries are reflected in the Eliminations/Adjustments column. Separate complete financial statements of EMSC and subsidiary guarantors would not provide additional material information that would be useful in assessing the financial composition of EMSC or the

F-69

EMERGENCY MEDICAL SERVICES CORPORATION

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share data)

11. Guarantors of Debt (Continued)

subsidiary guarantors. The condensed consolidating financial statements for EMSC, the guarantors and the non-guarantors are as follows:

Consolidating Statements of Operations

		Successor
		For the period May 25 through June 30, 2011
		EMSC		Subsidiary Guarantors			Subsidiary Non-Guarantors			Eliminations/ Adjustments			Total
Net revenue		$	—	$	319,319		$	1,562		$	(1,338	)	$	319,543
Compensation and benefits			—		221,699			105			—			221,804
Operating expenses			—		41,856			—			—			41,856
Insurance expense			—		10,011			1,416			(1,338	)		10,089
Selling, general and administrative expenses			—		6,820			41			—			6,861
Depreciation and amortization expense			—		11,061			—			—			11,061
	Income from operations		—		27,872			—			—			27,872
Interest income from restricted assets			—		98			64			—			162
Interest expense			—		(17,950	)		—			—			(17,950	)
Realized gain on investments			—		—			7			—			7
Interest and other income (expense)			—		(110	)		(30	)		—			(140	)
	Income before income taxes		—		9,910			41			—			9,951
Income tax expense			—		(4,156	)		(2	)		—			(4,158	)
	Income before equity in earnings of unconsolidated subsidiaries		—		5,754			39			—			5,793
Equity in earnings of unconsolidated subsidiaries			5,826		—			33			(5,826	)		33
Net income		$	5,826	$	5,754		$	72		$	(5,826	)	$	5,826

F-70

EMERGENCY MEDICAL SERVICES CORPORATION

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share data)

11. Guarantors of Debt (Continued)

		Predecessor
		For the period from April 1 through May 24, 2011
		EMSC			Subsidiary Guarantors			Subsidiary Non-Guarantors			Eliminations/ Adjustments			Total
Net revenue		$	—		$	460,574		$	2,334		$	(1,953	)	$	460,955
Compensation and benefits			—			337,394			162			—			337,556
Operating expenses			—			59,780			(3	)		—			59,777
Insurance expense			—			22,114			529			(1,953	)		20,690
Selling, general and administrative expenses			—			11,404			2			—			11,406
Depreciation and amortization expense			—			10,942			—			—			10,942
	Income from operations		—			18,940			1,644			—			20,584
Interest income from restricted assets			—			133			595			—			728
Interest expense			—			(3,069	)		—			—			(3,069	)
Realized loss on investments			—			—			(5	)		—			(5	)
Interest and other income (expense)			—			(27,086	)		(41	)		—			(27,127	)
Loss on early debt extinguishment			—			(10,069	)		—			—			(10,069	)
	Income (loss) before income taxes		—			(21,151	)		2,193			—			(18,958	)
Income tax benefit (expense)			—			3,414			(4	)		—			3,410
	Income (loss) before equity in earnings of unconsolidated subsidiaries		—			(17,737	)		2,189			—			(15,548	)
Equity in earnings of unconsolidated subsidiaries			(15,496	)		—			52			15,496			52
Net income (loss)		$	(15,496	)	$	(17,737	)	$	2,241		$	15,496		$	(15,496	)

F-71

EMERGENCY MEDICAL SERVICES CORPORATION

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share data)

11. Guarantors of Debt (Continued)

		Predecessor
		For the quarter ended June 30, 2010
		EMSC		Subsidiary Guarantors			Subsidiary Non-Guarantors			Eliminations/ Adjustments			Total
Net revenue		$	—	$	708,224		$	19,443		$	(18,863	)	$	708,804
Compensation and benefits			—		496,186			257			—			496,443
Operating expenses			—		90,362			224			—			90,586
Insurance expense			—		25,359			19,446			(18,863	)		25,942
Selling, general and administrative expenses			—		18,143			155			—			18,298
Depreciation and amortization expense			—		15,692			—			—			15,692
	Income (loss) from operations		—		62,482			(639	)		—			61,843
Interest income from restricted assets			—		344			515			—			859
Interest expense			—		(5,060	)		—			—			(5,060	)
Realized gain on investments			—		—			57			—			57
Interest and other income			—		218			(12	)		—			206
Loss on early debt extinguishment			—		(19,091	)		—			—			(19,091	)
	Income (loss) before income taxes		—		38,893			(79	)		—			38,814
Income tax expense			—		(14,945	)		(10	)		—			(14,955	)
	Income (loss) before equity in earnings of unconsolidated subsidiaries		—		23,948			(89	)		—			23,859
Equity in earnings of unconsolidated subsidiaries			23,964		—			105			(23,964	)		105
Net income		$	23,964	$	23,948		$	16		$	(23,964	)	$	23,964

F-72

EMERGENCY MEDICAL SERVICES CORPORATION

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share data)

11. Guarantors of Debt (Continued)

		Predecessor
		For the period from January 1 through May 24, 2011
		EMSC		Subsidiary Guarantors			Subsidiary Non-Guarantors			Eliminations/ Adjustments			Total
Net revenue		$	—	$	1,221,024		$	20,709		$	(19,943	)	$	1,221,790
Compensation and benefits			—		874,135			498			—			874,633
Operating expenses			—		156,734			6			—			156,740
Insurance expense			—		48,471			18,701			(19,943	)		47,229
Selling, general and administrative expenses			—		28,801			440			—			29,241
Depreciation and amortization expense			—		28,467			—			—			28,467
	Income from operations		—		84,416			1,064			—			85,480
Interest income from restricted assets			—		364			760			—			1,124
Interest expense			—		(7,886	)		—			—			(7,886	)
Realized loss on investments			—		—			(9	)		—			(9	)
Interest and other income (expense)			—		(28,782	)		(91	)		—			(28,873	)
Loss on early debt extinguishment			—		(10,069	)		—			—			(10,069	)
	Income before income taxes		—		38,043			1,724			—			39,767
Income tax expense			—		(19,233	)		(9	)		—			(19,242	)
	Income before equity in earnings of unconsolidated subsidiaries		—		18,810			1,715			—			20,525
Equity in earnings of unconsolidated subsidiaries			20,668		—			143			(20,668	)		143
Net income		$	20,668	$	18,810		$	1,858		$	(20,668	)	$	20,668

F-73

EMERGENCY MEDICAL SERVICES CORPORATION

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share data)

11. Guarantors of Debt (Continued)

		Predecessor
		For the six months ended June 30, 2010
		EMSC		Subsidiary Guarantors			Subsidiary Non-Guarantors			Eliminations/ Adjustments			Total
Net revenue		$	—	$	1,387,096		$	27,163		$	(26,101	)	$	1,388,158
Compensation and benefits			—		976,245			515			—			976,760
Operating expenses			—		176,879			236			—			177,115
Insurance expense			—		46,816			27,297			(26,101	)		48,012
Selling, general and administrative expenses			—		34,961			195			—			35,156
Depreciation and amortization expense			—		31,871			1			—			31,872
	Income (loss) from operations		—		120,324			(1,081	)		—			119,243
Interest income from restricted assets			—		688			1,026			—			1,714
Interest expense			—		(13,326	)		—			—			(13,326	)
Realized gain on investments			—		—			149			—			149
Interest and other income			—		471			—			—			471
Loss on early extinguishment of debt			—		(19,082	)		(9	)		—			(19,091	)
	Income before income taxes		—		89,075			85			—			89,160
Income tax expense			—		(34,350	)		(15	)		—			(34,365	)
	Income before equity in earnings of unconsolidated subsidiaries		—		54,725			70			—			54,795
Equity in earnings of unconsolidated subsidiaries			54,994		—			199			(54,994	)		199
Net income		$	54,994	$	54,725		$	269		$	(54,994	)	$	54,994

F-74

EMERGENCY MEDICAL SERVICES CORPORATION

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share data)

11. Guarantors of Debt (Continued)

Consolidating Balance Sheet
As of June 30, 2011

				Successor
				EMSC			Subsidiary Guarantors			Subsidiary Non-Guarantor			Eliminations/ Adjustments			Total
Assets
Current assets:
	Cash and cash equivalents			$	—		$	157,692		$	29,119		$	—		$	186,811
	Insurance collateral				—			23,980			22,070			(9,401	)		36,649
	Trade and other accounts receivable, net				—			508,549			1,730			—			510,279
	Parts and supplies inventory				—			23,340			9			—			23,349
	Prepaids and other current assets				—			27,328			595			(1,618	)		26,305
	Current deferred tax assets				—			(3,595	)		3,595			—			—
		Current assets			—			737,294			57,118			(11,019	)		783,393
Non-current assets:
	Property, plant, and equipment, net				—			135,479			—			—			135,479
	Intercompany receivable				2,920,239			—			—			(2,920,239	)		—
	Intangible assets, net				—			758,031			—			—			758,031
	Non-current deferred tax assets				—			4,125			(6,120	)		1,995			—
	Insurance collateral				—			8,331			108,621			—			116,952
	Goodwill				—			2,163,145			816			—			2,163,961
	Other long-term assets				108,072			5,313			1,595			—			114,980
	Investment and advances in subsidiaries				299,493			6,145			—			(305,638	)		—
			Assets	$	3,327,804		$	3,817,863		$	162,030		$	(3,234,901	)	$	4,072,796
Liabilities and Equity
Current liabilities:
	Accounts payable			$	—		$	39,474		$	293		$	—		$	39,767
	Accrued liabilities				58,935			258,885			18,208			—			336,028
	Current deferred tax liability				—			7,345			—			—			7,345
	Current portion of long-term debt				14,400			665			—			—			15,065
		Current liabilities			73,335			306,369			18,501			—			398,205
Long-term debt					2,363,168			1,102			—			—			2,364,270
Long-term deferred tax liability					—			238,286			—			—			238,286
Insurance reserves and other long-term liabilities					—			104,392			85,366			(9,024	)		180,734
Intercompany payable					—			2,868,221			52,018			(2,920,239	)		—
		Liabilities			2,436,503			3,518,370			155,885			(2,929,263	)		3,181,495
Equity:
Common stock					—			—			30			(30	)		—
Additional paid-in capital					885,868			296,332			4,316			(300,648	)		885,868
Retained earnings					5,826			3,554			2,272			(5,826	)		5,826
Comprehensive income					(393	)		(393	)		(473	)		866			(393	)
	Equity				891,301			299,493			6,145			(305,638	)		891,301
		Liabilities and Equity		$	3,327,804		$	3,817,863		$	162,030		$	(3,234,901	)	$	4,072,796

F-75

EMERGENCY MEDICAL SERVICES CORPORATION

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share data)

11. Guarantors of Debt (Continued)

Consolidating Balance Sheet
As of December 31, 2010

				Predecessor
				EMSC			Subsidiary Guarantors			Subsidiary Non-Guarantor			Eliminations/ Adjustments			Total
Assets
Current assets:
	Cash and cash equivalents			$	—		$	260,834		$	26,527		$	—		$	287,361
	Insurance collateral				—			6,409			30,046			(2,979	)		33,476
	Trade and other accounts receivable, net				—			488,354			1,304			—			489,658
	Parts and supplies inventory				—			23,005			26			—			23,031
	Prepaids and other current assets				—			22,623			193			(4,199	)		18,617
	Current deferred tax assets				—			(3,834	)		3,834			—			—
		Current assets			—			797,391			61,930			(7,178	)		852,143
Non-current assets:
	Property, plant, and equipment, net				—			133,731			—			—			133,731
	Intercompany receivable				409,362			—			—			(409,362	)		—
	Intangible assets, net				—			180,374			—			—			180,374
	Non-current deferred tax assets				—			4,126			(6,120	)		1,994			—
	Insurance collateral				—			31,664			109,669			(5,270	)		136,063
	Goodwill				—			426,947			458			—			427,405
	Other long-term assets				11,333			5,657			1,846			—			18,836
	Investment and advances in subsidiaries				847,191			37,427			—			(884,619	)		—
			Assets	$	1,267,886		$	1,617,317		$	167,783		$	(1,304,435	)	$	1,748,552
Liabilities and Equity
Current liabilities:
	Accounts payable			$	—		$	39,279		$	302		$	—		$	39,581
	Accrued liabilities				979			231,148			27,511			—			259,638
	Current deferred tax liabilities				—			5,114			—			—			5,114
	Current portion of long-term debt				15,938			395			—			—			16,333
		Current liabilities			16,917			275,936			27,813			—			320,666
Long-term debt					403,750			1,193			—			—			404,943
Long-term deferred tax liabilities					—			5,971			—			—			5,971
Insurance reserves and other long-term liabilities					—			89,582			90,625			(10,440	)		169,767
Intercompany payable					—			397,444			11,918			(409,362	)		—
		Liabilities			420,667			770,126			130,356			(419,802	)		901,347
Equity:
Class A common stock					304			—			30			(30	)		304
Class B common stock					1			—			—			—			1
Partnership equity					90,776			393,139			—			(393,140	)		90,776
Treasury stock at cost					(1,684	)		—			—			—			(1,684	)
Additional paid-in capital					305,258			—			4,316			(4,316	)		305,258
Retained earnings					450,780			452,268			30,968			(483,250	)		450,766
Comprehensive income					1,784			1,784			2,113			(3,897	)		1,784
	Equity				847,219			847,191			37,427			(884,633	)		847,205
		Liabilities and Equity		$	1,267,886		$	1,617,317		$	167,783		$	(1,304,435	)	$	1,748,552

F-76

EMERGENCY MEDICAL SERVICES CORPORATION

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share data)

11. Guarantors of Debt (Continued)

Condensed Consolidating Statements of Cash Flows

		Successor
		For the period May 25 through June 30, 2011
		EMSC			Subsidiary Guarantors			Subsidiary Non-guarantors			Total
Cash Flows from Operating Activities
	Net cash provided by (used in) operating activities	$	—		$	38,487		$	(766	)	$	37,721
Cash Flows from Investing Activities
Merger, net of cash received			(2,844,221	)		—			—			(2,844,221	)
Purchase of property, plant and equipment			—			(2,892	)		—			(2,892	)
Proceeds from sale of property, plant and equipment			—			55			—			55
Acquisition of businesses, net of cash received			—			(4,668	)		—			(4,668	)
Net change in insurance collateral			—			2,835			1,707			4,542
Net change in deposits and other assets			—			(262	)		—			(262	)
	Net cash (used in) provided by investing activities		(2,844,221	)		(4,932	)		1,707			(2,847,446	)
Cash Flows from Financing Activities
Borrowings under senior secured credit facility			1,440,000			—			—			1,440,000
Proceeds from issuance of senior subordinated notes			950,000			—			—			950,000
Proceeds from CD&R equity investment			887,051			—			—			887,051
Repayments of capital lease obligations and other debt			(418,875	)		—			—			(418,875	)
Equity issuance costs			(26,196	)		—			—			(26,196	)
Debt issue costs			(114,021	)					—			(114,021	)
Net change in bank overdrafts			—			(7,971	)		—			(7,971	)
Net intercompany borrowings (payments)			126,262			(124,812	)		(1,450	)		—
	Net cash provided by (used in) financing activities		2,844,221			(132,783	)		(1,450	)		2,709,988
Change in cash and cash equivalents			—			(99,228	)		(509	)		(99,737	)
Cash and cash equivalents, beginning of period			—			256,919			29,628			286,547
Cash and cash equivalents, end of period		$	—		$	157,691		$	29,119		$	186,810

F-77

EMERGENCY MEDICAL SERVICES CORPORATION

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share data)

11. Guarantors of Debt (Continued)

		Predecessor
		For the period from January 1 through May 24, 2011
		EMSC			Subsidiary Guarantors			Subsidiary Non-guarantors			Total
Cash Flows from Operating Activities
	Net cash provided by (used in) operating activities	$	—		$	73,707		$	(5,732	)	$	67,975
Cash Flows from Investing Activities
Purchase of property, plant and equipment			—			(18,496	)		—			(18,496	)
Proceeds from sale of property, plant and equipment			—			55			—			55
Acquisition of businesses, net of cash received			—			(94,870	)		—			(94,870	)
Net change in insurance collateral			—			14,510			8,526			23,036
Net change in deposits and other assets			—			816			—			816
	Net cash (used in) provided by investing activities		—			(97,985	)		8,526			(89,459	)
Cash Flows from Financing Activities
EMSC issuance of class A common stock			559			—			—			559
Class A common stock repurchased as treasury stock			(2,440	)		—			—			(2,440	)
Repayments of capital lease obligations and other debt			—			(4,116	)		—			(4,116	)
Excess tax benefits from stock-based compensation			—			12,427			—			12,427
Net change in bank overdrafts			—			14,241			—			14,241
Net intercompany borrowings (payments)			1,881			(1,828	)		(53	)		—
	Net cash provided by (used in) financing activities		—			20,724			(53	)		20,671
Change in cash and cash equivalents			—			(3,554	)		2,741			(813	)
Cash and cash equivalents, beginning of period			—			260,834			26,527			287,361
Cash and cash equivalents, end of period		$	—		$	257,280		$	29,268		$	286,548

F-78

EMERGENCY MEDICAL SERVICES CORPORATION

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share data)

11. Guarantors of Debt (Continued)

		Predecessor
		For the six months ended June 30, 2010
		EMSC			Subsidiary Guarantors			Subsidiary Non-guarantors			Total
Cash Flows from Operating Activities
	Net cash provided by operating activities	$	—		$	58,108		$	26,634		$	84,742
Cash Flows from Investing Activities
Purchase of property, plant and equipment			—			(15,168	)		—			(15,168	)
Proceeds from sale of property, plant and equipment			—			108			—			108
Acquisition of businesses, net of cash received			—			(50,975	)		—			(50,975	)
Net change in insurance collateral			—			22,573			(27,834	)		(5,261	)
Net change in deposits and other assets			—			10,938			—			10,938
	Net cash used in investing activities		—			(32,524	)		(27,834	)		(60,358	)
Cash Flows from Financing Activities
EMSC issuance of class A common stock			6,193			—			—			6,193
Repayments of capital lease obligations and other debt			—			(452,627	)		—			(452,627	)
Borrowings under credit facility			—			425,000			—			425,000
Debt issue costs			—			(11,749	)		—			(11,749	)
Payment of premiums for debt extinguishment			—			(14,513	)		—			(14,513	)
Excess tax benefits from stock-based compensation			—			13,498			—			13,498
Net change in bank overdrafts			—			(10,041	)		—			(10,041	)
Net intercompany borrowings (payments)			(6,193	)		3,592			2,601			—
	Net cash (used in) provided by financing activities		—			(46,840	)		2,601			(44,239	)
Change in cash and cash equivalents			—			(21,256	)		1,401			(19,855	)
Cash and cash equivalents, beginning of period			—			314,033			18,855			332,888
Cash and cash equivalents, end of period		$	—		$	292,777		$	20,256		$	313,033

12. Subsequent Events

        The Company's management has evaluated events subsequent to June 30, 2011 through the issuance date of this report to identify any necessary changes to the consolidated financial statements or related disclosures. Below is a description of events for which disclosure was deemed necessary.

        On August 1, 2011, the Company acquired all the capital stock of Medics Ambulance Service and substantially all of its subsidiaries and corporate affiliates (collectively, "Medics Ambulance") through its indirect, wholly-owned subsidiaries. Medics Ambulance provides ground medical transportation services in south Florida.

F-79

$950,000,000

8.125% Senior Notes due 2019

Offer to Exchange
$950,000,000 Outstanding 8.125% Senior Notes due 2019
for
$950,000,000 Registered 8.125% Senior Notes due 2019

PROSPECTUS
            , 2011

DEALER PROSPECTUS DELIVERY OBLIGATION

        Until            , 2011, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 20.    INDEMNIFICATION OF DIRECTORS AND OFFICERS

ALABAMA

Each of Fountain Ambulance Service, Inc., Hank's Acquisition Corp. and MedLife Emergency Medical Service, Inc. is incorporated under the laws of the State of Alabama.

        Sections 10A-2-8.51 and 10A-2-8.56 of the Alabama Business Corporation Act state that a corporation may indemnify an individual who is made a party to a proceeding because he or she is or was a director or officer against liability incurred in the proceeding if the individual conducted himself or herself in good faith and the individual reasonably believed: (i) in the case of conduct in his or her official capacity with the corporation, that the conduct was in the corporation's best interests; and (ii) in all other cases, that the conduct was at least not opposed to the corporation's best interests; and (iii) in the case of any criminal proceeding, the individual had no reasonable cause to believe that his or her conduct was unlawful. A corporation may not indemnify a director or officer: (a) in connection with a proceeding by or in the right of the corporation in which the director or officer was adjudged liable to the corporation; or (b) in connection with any other proceeding charging improper personal benefit to the director or officer, whether or not involving action in his or her official capacity, in which the director or officer was adjudged liable on the basis that personal benefit was improperly received by him or her. Indemnification is mandatory under Section 10-2A-8.52 for an officer or director who was successful, on the merits or otherwise, in the defense of any proceeding, or of any claim, issue or matter in such proceeding, against reasonable expenses incurred in connection therewith. These indemnification provisions are expressly declared to be nonexclusive, and are in addition to any provisions that may be contained in a corporation's articles of incorporation, bylaws, a resolution of its shareholders or board of directors, or in a contract or otherwise.

        The articles of incorporation and bylaws of Medlife Emergency Medical Service, Inc. contain no provisions for indemnification of directors and officers.

        The bylaws of Hank's Acquisition Corp. and Fountain Ambulance Service, Inc. each provide that the corporation shall indemnify and advance expenses to directors and officers to the full extent authorized by Alabama law, and specify that the indemnification shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such person. Each of Hank's Acquisition Corp. and Fountain Ambulance Service, Inc. also has the right, at its option, to indemnify any employee or agent of the corporation in the same manner. The bylaws of both corporations further authorize them to purchase and maintain insurance on behalf of any person who is or was a director or officer of the registrant against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the respective corporation would have the power to indemnify him against such liability.

        A corporation is permitted by Section 10A-2-2.02(b)(3) of the Alabama Business Corporation to include in its articles of incorporation a provision eliminating or limiting the liability of a director to the corporation or its shareholders for money damages for any action taken, or any failure to take any action, as a director, except liability for: (i) the amount of a financial benefit received by a director to which he or she is not entitled; (ii) an intentional infliction of harm on the corporation or the shareholders; (iii) unlawful distributions; (iv) an intentional violation of criminal law; or (v) a breach of the director's duty of loyalty to the corporation or its shareholders.

        The articles of incorporation of Medlife Emergency Medical Service, Inc. contain no provision eliminating or limiting the liability of the directors.

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        The articles of incorporation of both Fountain Ambulance Service, Inc. and Hank's Acquisition Corp. do contain a provision eliminating a director's liability for money damages to the full extent allowed by law, and that provision may not be repealed or modified by the shareholders except prospectively and without adversely affecting any director's limitation of liability that existed at the time of any such repeal or modification.

ARIZONA

River Medical is incorporated under the laws of the State of Arizona.

        Section 10-851(A) of the Arizona Revised Statutes provides that a corporation may indemnify an individual made a party to any threatened, pending or contemplated action, suit or proceeding, whether civil, criminal, administrative or investigative, formal or informal (each individually or collectively, a "proceeding") from liability to pay a judgment, settlement, penalty or fine and reasonable expenses (including attorneys' fees and costs) ("liability") incurred by such individual, if (a) the individual is or was a director and the liability incurred resulted from (i) conduct taken in good faith, (ii) the individual reasonably believed (1) with respect to conduct made in an official capacity for the corporation, that the conduct was in the corporation's best interests, and (2) in all other cases, that the conduct was not opposed to the corporation's best interests, or (iii) with respect to criminal proceedings, that the individual had no reasonable cause to believe that the conduct was unlawful, or (b) broader indemnification as provided in the corporation's articles of incorporation. Section 10-851(D) provides that a corporation may not indemnify a director under Section 10-851(A) if the director was adjudged liable to the corporation, or in connection with any proceeding charging improper benefit to the director, if the director is adjudged liable on the basis that improper benefit was received. Section 10-852(A) provides that a corporation shall, unless limited by its articles of incorporation, indemnify a director who was the prevailing party, on the merits or otherwise, in the defense of any proceeding to which the director is or was a party against all reasonable expenses (including attorneys' fees and costs) incurred by the director. Section 10-852(B) provides that, unless limited by its articles of incorporation, a corporation shall indemnify an outside director from any liability unless the outside director is adjudged by a court of competent jurisdiction to have failed to meet the standard set forth in Section 10-851(A) and does not otherwise authorize payment. Section 10-855 provides that a corporation may not indemnify a director under Section 10-851 unless authorized in each specific case after a determination that indemnification of the director is permissible in that instance because the director met the standard of conduct set forth in Section 10-851 by (i) a majority vote of the directors not at the time parties to the proceeding, (ii) special legal counsel selected by a majority vote of the disinterested directors, or if no disinterested directors, by a majority of the board of directors, or (iii) the shareholders, but excluding shares owned or voted under the control of the directors who are parties to the proceeding. Sections 10-856(A)-(B) provide that a corporation may indemnify an officer of the corporation (or a director who is also an officer if named solely in their capacity as an officer) that is made a party to a proceeding (1) to the same extent as a director, and (2) if the individual is an officer but not a director, to the further extent as may be provided by the articles of incorporation, the bylaws, a resolution of the board of directors, or contract except for (a) liability in connection with a proceeding by or in the right of the corporation other than for reasonable expenses (including attorneys' fees and costs) in connection with the proceedings, or (b) liability arising from conduct that constitutes (i) receipt by the officer of financial benefit to which the officer is not entitled, or (ii) an intentional violation of criminal law. Section 10-856(C) provides that an officer of a corporation who is not a director is entitled to mandatory indemnification pursuant to Section 10-852(A) to the same extent to which a director is entitled to indemnification. Section 10-858(B) provides that that nothing in Section 10-850 et seq. limits a corporation's power to pay or reimburse expenses (including attorneys' fees and costs) incurred by a director in connection with a director's appearance as a witness in a proceeding at a time when the director has not been made a defendant or respondent to such a proceeding.

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        Neither the articles of incorporation nor bylaws of the Arizona Guarantor include provisions relating to indemnification.

CALIFORNIA

Each of EmCare of California, Inc. ("EmCare of California"), American Emergency Physicians Management, Inc ("American Emergency Physicians"), American Medical Response West ("AMR West"), American Medical Response of Inland Empire ("Inland Empire"), Mercy Life Care ("Mercy"), Springs Ambulance Service, Inc. ("Springs Ambulance Service"), Herren Enterprises, Inc. ("Herren"), Blythe Ambulance Service ("Blythe"), Gold Coast Ambulance Service ("Gold Coast"), V.I.P. Professional Services, Inc. ("VIP"), Metropolitan Ambulance Service, Desert Valley Medical Transport, Inc., Hemet Valley Ambulance Service, Inc. and American Medical Response of Southern California is incorporated under the laws of the State of California.

        Section 317 of the California Corporations Code (the "CCC") authorizes a court to award, or a corporation to grant, indemnity to officers, directors, employees and other agents (each an "Agent") for reasonable expenses incurred in connection with the defense or settlement of an action by or in the right of the corporation or in a proceeding by reason of the fact that the person is or was an Agent of the corporation. Indemnity is available where the person party to a proceeding or action acted in good faith and in a manner reasonably believed to be in the best interests of the corporation and its shareholders and, with respect to criminal actions, had no reasonable cause to believe his conduct was unlawful. To the extent a corporation's Agent is successful on the merits in the defense of any proceeding or any claim, issue or related matter, that person shall be indemnified against expenses actually and reasonably incurred. Under Section 317 of the CCC, expenses incurred in defending any proceeding may be advanced by the corporation prior to the final disposition of the proceeding upon receipt of any undertaking by or on behalf of the Agent to repay that amount if it is ultimately determined that the person is not entitled to be indemnified. Indemnifications are to be made (i) by a majority vote of a quorum consisting of directors who are not parties to such proceedings, (ii) if such a quorum of directors is not obtainable, by independent legal counsel in a written opinion, (iii) upon approval of the shareholders, with the shares owned by the person to be indemnified not being entitled to vote thereon, or (iv) by the court in which such proceeding is or was pending upon application made by either the corporation, the Agent, the attorney, or other person rendering services in connection with the defense. The indemnification provided by Section 317 of the CCC is not exclusive of any other rights to which those seeking indemnification may be entitled. A corporation may purchase and maintain insurance on behalf of any Agent of the corporation against any liability asserted against or incurred by such person in that capacity or arising out of the Agent's status as such whether or not the corporation would have the power to indemnify the Agent against that liability under Section 317 of the CCC.

EmCare of California

        The articles of incorporation of EmCare of California provide that the corporation may indemnify the officers and directors of the corporation to the fullest extent permissible under California law. The bylaws of EmCare of California provide that the corporation shall indemnify and hold harmless any person who is or was a director or officer of the corporation from and against any expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any "proceeding" (as defined in Section 317 of the CCC) to the fullest extent permitted by applicable law. The corporation shall advance expenses to its directors, officers, employees or other agents incurred in defending any proceeding prior to the final disposition thereof to the fullest extent and in the manner permitted by applicable law. The corporation shall have the power to purchase and maintain insurance on behalf of any Agent of the corporation against any liability arising out of the Agent's status as such, whether or not the corporation would have the power to indemnify the Agent against such liability.

II-3

American Emergency Physicians

        The articles of incorporation of American Emergency Physicians provide that the corporation is authorized to indemnify Agents for breach of duty to the corporation and its stockholders in excess of the indemnification otherwise permitted by Section 317 of the CCC, except that no indemnification may be made for acts or omissions: (i) involving intentional misconduct, (ii) believed by the director to be contrary to the best interests of the corporation, (iii) for which the director derived an improper personal benefit, (iv) reflecting a reckless disregard for a director's duty to the corporation, (v) constituting a pattern of inattention to the director's duties, or (vi) involving unlawful distributions. The bylaws of American Emergency Physicians provide that the corporation shall indemnify and hold harmless each person who was or is a party or is threatened to be made a party to any proceeding by reason of the fact that he is or was an Agent of the corporation to the fullest extent of the law against all expenses, liability and loss (including attorneys fees and other costs) reasonably incurred in connection with any proceeding; provided that the corporation shall indemnify an Agent in connection with a proceeding only if the proceeding was authorized by the board of directors. It is the corporation's intent that the bylaws provide indemnification in excess of that expressly permitted by Section 317 of the CCC, as authorized by the corporation's articles of incorporation. The corporation may purchase and maintain insurance to protect itself and any Agent against any expense incurred by such person whether or not the corporation would have the power to indemnify the Agent against such expense under applicable law.

AMR West

        The articles of incorporation of AMR West provide that the corporation is authorized to indemnify Agents for breach of duty to the corporation and its stockholders in excess of the indemnification otherwise permitted by Section 317 of the CCC, except that no indemnification may be made for acts or omissions: (i) involving intentional misconduct, (ii) believed by the director to be contrary to the best interests of the corporation, (iii) for which the director derived an improper personal benefit, (iv) reflecting a reckless disregard for a director's duty to the corporation, (v) constituting a pattern of inattention to the director's duties, or (vi) involving unlawful distributions. The bylaws of AMR West provide that the corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any proceeding by reason of the fact that such person is or was an Agent of the corporation against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding if such person acted in good faith and in a manner such person reasonably believed to be in the best interests of the corporation, and (for indemnification in actions by third-parties) in the case of a criminal proceeding, had no reasonable cause to believe the conduct was unlawful. Expenses may be advanced by the corporation upon receipt of an undertaking by the Agent to repay such amount unless it is determined that the Agent is entitled to be indemnified. The corporation, at its option, may indemnify one or more Agents of the corporation to the extent provided in the bylaws or to a lesser extent as provided by the corporation. No indemnification of any Agent shall be made for any acts or omissions or transactions from which a director would not be permitted to be relieved of liability under the CCC. The corporation may purchase and maintain insurance on behalf of any Agent whether or not the corporation would have the power to indemnify such Agent.

Inland Empire

        The articles of incorporation of Inland Empire are silent with regard to indemnification. The bylaws of Inland Empire contain the same indemnification provisions as the bylaws of AMR West.

II-4

Mercy

        The articles of incorporation of Mercy are silent with regard to indemnification. The bylaws of Mercy contain the same indemnification provisions as the bylaws of AMR West.

Springs Ambulance Service

        The articles of incorporation of Springs Ambulance Service provide that the corporation is authorized to indemnify Agents for breach of duty to the corporation and its stockholders in excess of the indemnification otherwise permitted by Section 317 of the CCC, except that no indemnification may be made for acts or omissions: (i) involving intentional misconduct, (ii) believed by the director to be contrary to the best interests of the corporation, (iii) for which the director derived an improper personal benefit, (iv) reflecting a reckless disregard for a director's duty to the corporation, (v) constituting a pattern of inattention to the director's duties, or (vi) involving unlawful distributions. The bylaws of Springs Ambulance Service are silent with regard to indemnification.

Herren

        The articles of incorporation of Herren provide that the corporation is authorized to indemnify Agents through bylaw provisions, agreements with Agents, vote of shareholders or disinterested directors or otherwise, in excess of the indemnification otherwise permitted by Section 317 of the CCC with respect to actions for breach of duty to the corporation and its shareholders, except that no indemnification may be made for acts or omissions: (i) involving intentional misconduct, (ii) believed by the director to be contrary to the best interests of the corporation, (iii) for which the director derived an improper personal benefit, (iv) reflecting a reckless disregard for a director's duty to the corporation, (v) constituting a pattern of inattention to the director's duties, or (vi) involving unlawful distributions. The bylaws of Herren are silent with regard to indemnification.

Blythe

        The articles of incorporation of Blythe provide that the corporation is authorized to indemnify Agents through bylaw provisions, agreements with Agents, vote of shareholders or disinterested directors or otherwise, in excess of the indemnification otherwise permitted by Section 317 of the CCC with respect to actions for breach of duty to the corporation and its shareholders, except that no indemnification may be made for acts or omissions: (i) involving intentional misconduct, (ii) believed by the director to be contrary to the best interests of the corporation, (iii) for which the director derived an improper personal benefit, (iv) reflecting a reckless disregard for a director's duty to the corporation, (v) constituting a pattern of inattention to the director's duties, or (vi) involving unlawful distributions. The bylaws of Blythe are silent with regard to indemnification.

Gold Coast

        The articles of incorporation of Gold Coast are silent with regard to indemnification. The bylaws of Gold Coast provide that the corporation may indemnify any Agent as to those liabilities and on those terms and conditions as are specified in Section 317 of the CCC. The corporation may purchase and maintain insurance on behalf of any such persons whether or not the corporation would have the power to indemnify such person against the liability insured against.

VIP

        The articles of incorporation of VIP are silent with regard to indemnification. The bylaws of VIP provide that the corporation may indemnify any Agent as to those liabilities and on those terms and conditions as are specified in Section 317 of the CCC. The corporation may purchase and maintain

II-5

insurance on behalf of any such persons whether or not the corporation would have the power to indemnify such person against the liability insured against.

Other California Entities

        The articles of incorporation and bylaws of the following corporations are silent with regard to indemnification: Metropolitan Ambulance Service, a California corporation; Desert Valley Medical Transport, Inc., a California corporation; Hemet Valley Ambulance Service, Inc., a California corporation; and American Medical Response of Southern California, a California corporation.

COLORADO

Each of Air Ambulance Specialists, Inc. ("Air Ambulance") and Holiday Acquisition Company, Inc. ("Holiday") is incorporated under the laws of the State of Colorado.

        Sections 7-109-101 through 7-109-110 of the Colorado Business Corporation Act (the "CBCA") provide in part that a corporation shall have the power to indemnify any person who is or was a party or is threatened to be made a party to a proceeding by reason of the fact that such person is or was a director, officer, employee or agent of the corporation against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually incurred by such person in connection with such proceeding if he or she acted in good faith and reasonably believed (i) in the case of conduct in an official capacity with the corporation, that such conduct was in the corporation's best interests, (ii) in all other cases, that such conduct was at least not opposed to the corporation's best interests, and (iii) in the case of any criminal proceeding, such person had no reasonable cause to believe his or her conduct was unlawful. Any indemnity provided under the CBCA in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding. A corporation may not indemnify a person under the CBCA in connection with (a) a proceeding by or in the right of the corporation in which such person was adjudged liable to the corporation or (b) any other proceeding charging that the person derived an improper personal benefit. Unless limited by its articles of incorporation, a corporation shall indemnify a person who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which such person was a party because such person is or was a director, against reasonable expenses incurred by such person in connection with the proceeding. A corporation may also indemnify and advance expenses to an officer, employee, fiduciary, or agent who is not a director to a greater extent, if not inconsistent with public policy, and if provided for by its bylaws, a resolution of the board or shareholders, or by contract.

        The corporation may advance expenses to any person under the CBCA in advance of a final disposition of the proceeding if: (i) such person furnishes a written affirmation of such person's good faith belief that he or she has met the standard of conduct as set forth in the CBCA; (ii) such person furnishes a written undertaking to repay the advance if it is ultimately determined that he or she did not meet the standard of conduct; and (iii) a determination is made that the facts then known to those making the determination would not preclude indemnification under the CBCA. A corporation may purchase and maintain insurance on behalf of a person who is or was a director, officer, employee, fiduciary, or agent of the corporation against liability asserted against or incurred by the person in that capacity or arising from the person's status as a director, officer, employee, fiduciary, or agent, whether or not the corporation would have power to indemnify the person against the same liability under the CBCA.

Air Ambulance

        The articles of incorporation of Air Ambulance are silent with regard to indemnification. The bylaws of Air Ambulance provide that the corporation shall indemnify any person made a party to a proceeding because the person is or was a director, officer, employee, fiduciary or agent against liability

II-6

to the fullest extent permitted by law, including circumstances in which indemnification would be discretionary under the CBCA, if: (a) the person conducted himself or herself in good faith; (b) the person reasonably believed (i) in the case of conduct in an official capacity with the corporation, that his or her conduct was in the corporation's best interests; and (ii) in all other cases, that his or her conduct was at least not opposed to the corporation's best interests; and (c) in the case of any criminal proceeding, the person had no reasonable cause to believe his or her conduct was unlawful. The corporation may not indemnify a director: (y) in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation; or (z) in connection with any other proceeding charging that the director derived an improper personal benefit, whether or not involving action in an official capacity, in which proceeding the director was adjudged liable on the basis that he or she derived an improper personal benefit. Indemnification is limited to reasonable expenses incurred in connection with the proceeding. In addition, the corporation shall indemnify a person who was wholly successful, on the merits or otherwise, in the defense of any proceeding. The corporation shall pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if the requisite legal standards are met. The corporation may indemnify and advance expenses to an officer, employee, fiduciary or agent who is not a director to a greater extent than provided to a director, if not inconsistent with public policy, and if provided for by general or specific action of its board or shareholders or by contract. The corporation may purchase and maintain insurance on behalf of a person who is or was a director, officer, employee, fiduciary or agent of the corporation whether or not the corporation would have the power to indemnity the person against the same liability under its bylaws.

Holiday

        The articles of incorporation of Holiday provide that the corporation shall indemnify any person and his estate and personal representative against all liability and expense incurred by reason of the person being or having been a director or officer of the corporation to the full extent and in any manner that directors may be indemnified under the CBCA, as in effect at any time. The corporation shall also indemnify any person who is serving or has served the corporation as a director, officer, employee, or agent, and that person's estate and personal representative, to the extent and in the matter provided in any bylaw, contract, resolution of the shareholders or directors, or otherwise, so long as such provision is legally permissible. The bylaws of Holiday provide that the corporation shall indemnify and hold harmless each person who was or is a party or is threatened to be made a party to any proceeding by reason of the fact that he is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as an director, officer, employee or agent of another corporation to the fullest extent authorized by the CBCA, as the same exists or may be amended to provide greater indemnification rights, against all expense, liability, and loss (including attorneys fees and other charges), reasonably incurred by such person. The corporation shall indemnify agents only if the proceeding was authorized by the board of directors of the corporation. The corporation shall advance expenses incurred by an officer or director in defending a proceeding, provided, however, that if required by the CBCA, the director or officer shall provide an undertaking to repay such amount if it is determined that he is not entitled to be indemnified. Expenses incurred by other agents may be advanced as deemed appropriate by the board. The corporation may purchase and maintain insurance to protect itself and any agent against any expense, whether or not the corporation would have the power to indemnify the agent against such expense under applicable law or its bylaws.

CONNECTICUT

American Medical Response of Connecticut, Incorporated is incorporated under the laws of the State of Connecticut.

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        American Medical Response of Connecticut, Incorporated is a corporation organized under the laws of the State of Connecticut. Subsection (a) of Section 33-771 of the Connecticut Business Corporation Act ("CTBCA"), provides that a corporation may indemnify an individual who is a party to a proceeding because he is a director against liability incurred in the proceeding if: (1) (A) he conducted himself in good faith; (B) he reasonably believed (i) in the case of conduct in his official capacity, that his conduct was in the best interests of the corporation and (ii) in all other cases, that his conduct was at least not opposed to the best interests of the corporation; and (C) in the case of any criminal proceeding, he has no reasonable cause to believe his conduct was unlawful; or (2) he engaged in conduct for which broader indemnification has been made permissible or obligatory under a provision of the certificate of incorporation as authorized by the CTBCA. Subsection (b) of Section 33-771 of the CTBCA provides that a director's conduct with respect to an employee benefit plan for a purpose he reasonably believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement that his conduct was at least not opposed to the best interest of the corporation. Subsection (d) of Section 33-771 of the CTBCA provides that, unless ordered by a court, a corporation may not indemnify a director: (1) in connection with a proceeding by or in the right of the corporation except for reasonable expenses incurred in connection with the proceeding if it is determined that the director has met the relevant standard of conduct under Section 33-771(a) of the CTBCA; or (2) in connection with any proceeding with respect to conduct for which he was adjudged liable on the basis that he received a financial benefit to which he was not entitled, whether or not involving action in his official capacity.

        Section 33-772 of the CTBCA provides that a corporation shall indemnify a director of the corporation who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he was a party because he was a director of the corporation, against reasonable expenses incurred by him in connection with the proceeding. Subsection (a) of Section 33-776 of the CTBCA provides that a corporation may indemnify an officer of the corporation who is a party to a proceeding because he is an officer of the corporation (1) to the same extent as a director and (2) if he is an officer but not a director, to such further extent, consistent with public policy, as may be provided by contract, the certificate of incorporation, the bylaws or a resolution of the board of directors. Subsection (c) of Section 33-776 of the CTBCA provides that an officer of the corporation who is not a director is entitled to mandatory indemnification under Section 33-772 to the same extent to which a director may be entitled to indemnification.

        The certificate of incorporation of American Medical Response of Connecticut, Incorporated provides that the liability of its directors for monetary damages shall be eliminated to the fullest extent permissible under Connecticut law.

        The bylaws of American Medical Response of Connecticut, Incorporated are silent with respect to the indemnification of the officers and directors of the corporation.

DELAWARE

(a)   Each of Affilion, Inc., Ambulance Acquisition, Inc., American Medical Pathways, Inc., American Medical Response Ambulance Service, Inc., American Medical Response Holdings, Inc., American Medical Response Management, Inc., American Medical Response of Colorado, Inc., American Medical Response of Georgia, Inc., American Medical Response of Illinois, Inc., American Medical Response of North Carolina, Inc., American Medical Response of Oklahoma, Inc., American Medical Response of South Carolina, Inc., American Medical Response of Tennessee, Inc., American Medical Response of Texas, Inc., American Medical Response, Inc., AMR HoldCo, Inc., Arizona Oasis Acquisition, Inc., Atlantic Ambulance Services Acquisition, Inc., Atlantic/Key West Ambulance, Inc., Atlantic/Palm Beach Ambulance, Inc., Broward Ambulance, Inc., EHR Management Co., EmCare Anesthesia Providers, Inc., EmCare HoldCo, Inc., EmCare Holdings Inc., EmCare Physician Services, Inc., EmCare, Inc., Emergency Medical Services LP Corporation, Healthcare Administrative Services, Inc., Medic One Ambulance Services, Inc., MedicWest Holdings, Inc.,

II-8

Metro Ambulance Service (Rural), Inc., Metro Ambulance Service, Inc., Midwest Ambulance Management Company, Mobile Medic Ambulance Service, Inc., Nevada Red Rock Ambulance, Inc., Nevada Red Rock Holdings, Inc., Provider Account Management, Inc., Radiology Staffing Solutions, Inc., Radstaffing Management Solutions, Inc., Seminole County Ambulance, Inc. and STAT Healthcare, Inc. is incorporated under the laws of the State of Delaware.

        Section 102(b)(7) of the General Corporation Law of the State of Delaware, or the "DGCL," permits a Delaware corporation to include a provision in its certificate of incorporation eliminating or limiting the personal liability of directors to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. This provision, however, may not eliminate or limit a director's liability (1) for breach of the director's duty of loyalty to the corporation or its stockholders, (2) for acts or omissions not in good faith or involving intentional misconduct or a knowing violation of law, (3) under Section 174 of the DGCL, or (4) for any transaction from which the director derived an improper personal benefit. The certificate of incorporation of each of Affilion, Inc., Ambulance Acquisition, Inc., American Medical Pathways, Inc., American Medical Response Holdings, Inc., American Medical Response Management, Inc., American Medical Response of Colorado, Inc., American Medical Response of Georgia, Inc., American Medical Response of Illinois, Inc., American Medical Response of North Carolina, Inc., American Medical Response of Oklahoma, Inc., American Medical Response of South Carolina, Inc., American Medical Response of Tennessee, Inc., American Medical Response of Texas, Inc., American Medical Response, Inc., AMR HoldCo, Inc., Arizona Oasis Acquisition, Inc., Atlantic Ambulance Services Acquisition, Inc., Atlantic/Key West Ambulance, Inc., Atlantic/Palm Beach Ambulance, Inc., Broward Ambulance, Inc., EHR Management Co., EmCare Anesthesia Providers, Inc., EmCare HoldCo, Inc., EmCare Holdings Inc., EmCare, Inc., Emergency Medical Services LP Corporation, Medic One Ambulance Services, Inc., MedicWest Holdings, Inc., Metro Ambulance Service (Rural), Inc., Metro Ambulance Service, Inc., Midwest Ambulance Management Company, Mobile Medic Ambulance Service, Inc., Nevada Red Rock Ambulance, Inc., Nevada Red Rock Holdings, Inc., Radiology Staffing Solutions, Inc., Radstaffing Management Solutions, Inc. and Seminole County Ambulance, Inc. contains such a provision. The certificate of incorporation of each of American Medical Response Ambulance Service, Inc., EmCare Physician Services, Inc., Healthcare Administrative Services, Inc., Provider Account Management, Inc. and STAT Healthcare, Inc. does not contain such a provision.

        Section 145(a) of the DGCL provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person's conduct was unlawful.

        Section 145(b) of the DGCL provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed

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to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.

        Section 145(c) of the DGCL provides that to the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in the defense of any action, suit or proceeding referred to in subsections (a) and (b) of Section 145 of the DGCL, or in the defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith.

        Section 145(e) of the DGCL provides that expenses, including attorneys' fees, incurred by an officer or director of the corporation in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in Section 145 of the DGCL. Such expenses, including attorneys' fees, incurred by former directors and officers or other persons serving at the request of the corporation as directors, officers, employees or agents of another corporation, partnership, joint venture, trust or other enterprise may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.

        The certificate of incorporation of each of AMR HoldCo, Inc. and EmCare Holdings Inc. provides that the corporation shall indemnify its directors to the maximum extent permitted by Section 145 of the DGCL. The certificate of incorporation and/or bylaws of each of Affilion, Inc., Ambulance Acquisition, Inc., American Medical Pathways, Inc., American Medical Response Holdings, Inc., American Medical Response Management, Inc., American Medical Response of Colorado, Inc., American Medical Response of Georgia, Inc., American Medical Response of Illinois, Inc., American Medical Response of North Carolina, Inc., American Medical Response of Oklahoma, Inc., American Medical Response of South Carolina, Inc., American Medical Response of Tennessee, Inc., American Medical Response of Texas, Inc., American Medical Response, Inc., Arizona Oasis Acquisition, Inc., Atlantic Ambulance Services Acquisition, Inc., Atlantic/Key West Ambulance, Inc., Atlantic/Palm Beach Ambulance, Inc., Broward Ambulance, Inc., EHR Management Co., EmCare Anesthesia Providers, Inc., EmCare Holdings Inc., EmCare Physician Services, Inc., EmCare, Inc., Emergency Medical Services LP Corporation, Healthcare Administrative Services, Inc., Medic One Ambulance Services, Inc., MedicWest Holdings, Inc., Metro Ambulance Service (Rural), Inc., Metro Ambulance Service, Inc., Midwest Ambulance Management Company, Mobile Medic Ambulance Service, Inc., Nevada Red Rock Ambulance, Inc., Nevada Red Rock Holdings, Inc., Provider Account Management, Inc., Radiology Staffing Solutions, Inc., Radstaffing Management Solutions, Inc., Seminole County Ambulance, Inc. and STAT Healthcare, Inc. provide that the corporation shall indemnify its directors and officers to the maximum extent permitted by the DGCL. Neither the bylaws nor the certificate of incorporation of American Medical Response Ambulance Service, Inc. contains specific provisions relating to indemnification.

        The certificate of incorporation and/or bylaws of each of Affilion, Inc., Ambulance Acquisition, Inc., American Medical Pathways, Inc., American Medical Response Holdings, Inc., American Medical Response Management, Inc., American Medical Response of Colorado, Inc., American Medical Response of Georgia, Inc., American Medical Response of Illinois, Inc., American Medical Response of North Carolina, Inc., American Medical Response of Oklahoma, Inc., American Medical Response of South Carolina, Inc., American Medical Response of Tennessee, Inc., American

II-10

Medical Response of Texas, Inc., American Medical Response, Inc., Arizona Oasis Acquisition, Inc., EHR Management Co., EmCare Anesthesia Providers, Inc., EmCare Physician Services, Inc., Emergency Medical Services LP Corporation, Healthcare Administrative Services, Inc., Medic One Ambulance Services, Inc., Metro Ambulance Service (Rural), Inc., Metro Ambulance Service, Inc., Midwest Ambulance Management Company, Mobile Medic Ambulance Service, Inc., Nevada Red Rock Ambulance, Inc., Nevada Red Rock Holdings, Inc., Provider Account Management, Inc., Radiology Staffing Solutions, Inc. and Radstaffing Management Solutions, Inc. explicitly provide that the corporation shall advance expenses to its directors and officers to the maximum extent permitted by the DGCL. The certificate of incorporation and/or bylaws of each of Atlantic Ambulance Services Acquisition, Inc., Atlantic/Key West Ambulance, Inc., Atlantic/Palm Beach Ambulance, Inc., Broward Ambulance, Inc., EmCare Holdings Inc., MedicWest Holdings, Inc. and Seminole County Ambulance, Inc. provide that the corporation may advance expenses to its directors and officers to the maximum extent permitted by law. Neither the bylaws nor the certificate of incorporation of any of American Medical Response Ambulance Service, Inc., AMR HoldCo, Inc., EmCare HoldCo, Inc., EmCare, Inc. and STAT Healthcare, Inc. contains specific provisions relating to advancement of expenses.

        Section 145(g) of the DGCL specifically allows a Delaware corporation to purchase liability insurance on behalf of its directors and officers and to insure against potential liability of such directors and officers regardless of whether the corporation would have the power to indemnify such directors and officers under Section 145 of the DGCL.

        The certificate of incorporation and/or bylaws of each of Affilion, Inc., Arizona Oasis Acquisition, Inc., Atlantic Ambulance Services Acquisition, Inc., Atlantic/Key West Ambulance, Inc., Atlantic/Palm Beach Ambulance, Inc., Broward Ambulance, Inc., EHR Management Co., EmCare Anesthesia Providers, Inc., EmCare Holdings Inc., EmCare Physician Services, Inc., Emergency Medical Services LP Corporation, Healthcare Administrative Services, Inc., Medic One Ambulance Services, Inc., MedicWest Holdings, Inc., Metro Ambulance Service (Rural), Inc., Metro Ambulance Service, Inc., Nevada Red Rock Ambulance, Inc., Nevada Red Rock Holdings, Inc., Provider Account Management, Inc., Radiology Staffing Solutions, Inc., Radstaffing Management Solutions, Inc., Seminole County Ambulance, Inc. and STAT Healthcare, Inc. provide that the corporation may purchase insurance on behalf of its directors and officers to the fullest extent permitted by the DGCL. Neither the bylaws nor the certificate of incorporation of any of Ambulance Acquisition, Inc., American Medical Pathways, Inc., American Medical Response Ambulance Service, Inc., American Medical Response Holdings, Inc., American Medical Response Management, Inc., American Medical Response of Colorado, Inc., American Medical Response of Georgia, Inc., American Medical Response of Illinois, Inc., American Medical Response of North Carolina, Inc., American Medical Response of Oklahoma, Inc., American Medical Response of South Carolina, Inc., American Medical Response of Tennessee, Inc., American Medical Response of Texas, Inc., American Medical Response, Inc., AMR HoldCo, Inc., EmCare HoldCo, Inc., EmCare, Inc., Midwest Ambulance Management Company and Mobile Medic Ambulance Service, Inc. contains specific provisions relating to insurance.

        The foregoing summaries are necessarily subject to the complete text of the DGCL and each of the above registrant's certificate of incorporation and bylaws, as amended to date.

(b)   Each of American Medical Response Delaware Valley, LLC, AMR Brockton, L.L.C., Apex Acquisition LLC, EMS Management LLC, EMS Offshore Medical Services, LLC, MSO Newco, LLC, Pinnacle Consultants Mid-Atlantic, L.L.C., Seawall Acquisition, LLC and Sun Devil Acquisition LLC is organized as a limited liability company under the laws of the State of Delaware.

        Section 18-108 of the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.) (the "Delaware LLC Act") provides that, subject to such standards and restrictions, if any, as are set forth in its limited liability company agreement, a limited liability company may, and shall have the power to,

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indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever. The limited liability company agreements of American Medical Response Delaware Valley, LLC, Apex Acquisition LLC, EMS Offshore Medical Services, LLC, MSO Newco, LLC, Pinnacle Consultants Mid-Atlantic, L.L.C., Seawall Acquisition, LLC and Sun Devil Acquisition LLC contain specific provisions relating to indemnification. The limited liability company agreements of AMR Brockton, L.L.C. and EMS Management LLC do not contain specific provisions relating to indemnification.

        In accordance with Section 18-108 of the Delaware LLC Act, Section 3.4 of the limited liability company agreement of American Medical Response Delaware Valley, LLC provides that the limited liability company shall indemnify the member for any act performed by the member with respect to limited liability company matters, except for fraud, gross negligence or an intentional breach of such limited liability company agreement by the member.

        In accordance with Section 18-108 of the Delaware LLC Act, Section 7.1 of each of the limited liability company agreements of Apex Acquisition LLC, MSO Newco, LLC, Pinnacle Consultants Mid-Atlantic, L.L.C. and Sun Devil Acquisition LLC provides that each person who was or is made or threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that they are or were a member or an officer thereof, shall be indemnified and held harmless to the fullest extent authorized by the Delaware LLC Act, as the same exists or may be amended (if such amendment allows for broader indemnification rights than such law permitted prior to such amendment), against all expenses, liabilities and losses (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith. Each of the limited liability company agreements of Apex Acquisition LLC, MSO Newco, LLC, Pinnacle Consultants Mid-Atlantic, L.L.C. and Sun Devil Acquisition LLC also provides that, except as provided in Section 7.3 of the applicable limited liability company agreement, the limited liability company shall indemnify an indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized in the first instance by the member. In addition, Section 7.3 of each of the limited liability company agreements of Apex Acquisition LLC, MSO Newco, LLC, Pinnacle Consultants Mid-Atlantic, L.L.C. and Sun Devil Acquisition LLC provides that if an indemnitee is successful in whole or in part in any suit brought to enforce payment of a claim of indemnity under Section 7.1 of the applicable limited liability company agreement, or in a suit brought by the limited liability company to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee, to the fullest extent permitted by law, shall be entitled to be paid also the expense of prosecuting or defending such suit. Furthermore, Section 7.2 of each of the limited liability company agreements of Apex Acquisition LLC, MSO Newco, LLC, Pinnacle Consultants Mid-Atlantic, L.L.C. and Sun Devil Acquisition LLC provides that the right to indemnification conferred in Section 7.1 of the applicable limited liability company agreement includes the right to be paid by the limited liability company the expenses (including attorneys' fees) incurred in defending any such proceeding in advance of its final disposition.

        In accordance with Section 18-108 of the Delaware LLC Act, Section 10 of each of the limited liability company agreements of EMS Offshore Medical Services, LLC and Seawall Acquisition, LLC provides that the limited liability company shall indemnify, out of the assets of the limited liability company only, the manager, the manager's members, directors, officers and partners (collectively, the "Manager Affiliates") and the officers of the limited liability company, and their respective agents, to the fullest extent permitted by law and shall save and hold them harmless from and in respect of all (a) reasonable fees, costs, and expenses, including legal fees, paid in connection with or resulting from any claim, action, or demand against the limited liability company, the member, the manager, the officers of the limited liability company, or their respective agents that arise out of or in any way relate to the limited liability company, the limited liability company's properties, business or affairs and

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(b) such claims, actions, and demands and any losses or damages resulting from such claims, actions and demands, including amounts paid in settlement or compromise (if recommended by attorneys for the limited liability company) of any such claim, action or demand; provided, however, that this indemnity shall not extend to conduct not undertaken in good faith nor to any conduct that constitutes recklessness, willful misconduct, gross negligence, a knowing violation of law or an intentional and material breach of the applicable limited liability company agreement. Each of the limited liability company agreements of EMS Offshore Medical Services, LLC and Seawall Acquisition, LLC also provides that expenses incurred by any indemnified person in defending a claim or proceeding covered by Section 10 of the applicable limited liability company agreement shall be paid by the limited liability company in advance of the final disposition of such claim or proceeding provided the indemnified person undertakes to repay such amount if it is ultimately determined that such person was not entitled to be indemnified. Furthermore, Section 9 of each of the limited liability company agreements of EMS Offshore Medical Services, LLC and Seawall Acquisition, LLC provides that the manager, the Manager Affiliates and the officers of the limited liability company shall not be liable to the member or any director, officer or partner of the limited liability company for any conduct or actions, except for conduct or actions adjudged not to have been undertaken in good faith or to constitute recklessness, willful misconduct, gross negligence, a knowing violation of law or an intentional material breach of the applicable limited liability company agreement.

        In addition, the members or managers and officers of American Medical Response Delaware Valley, LLC, AMR Brockton, L.L.C., Apex Acquisition LLC, EMS Management LLC, EMS Offshore Medical Services, LLC, MSO Newco, LLC, Pinnacle Consultants Mid-Atlantic, L.L.C., Seawall Acquisition, LLC and Sun Devil Acquisition LLC are parties to indemnification agreements with CDRT Holding Corporation and Emergency Medical Services Corporation and employment agreements with Emergency Medical Services Corporation. These agreements are governed by Delaware law and provide indemnification to the fullest extent legally permissible against expenses, losses, liabilities, judgments, fines, penalties and amounts paid in settlement (including all interest, taxes, assessments and other charges in connection therewith) incurred by the indemnitee or on the indemnitee's behalf in connection with any proceeding if the indemnittee is made a party to a proceeding by reason of such person's service as a director or officer of the indemnitor or any of the subsidiaries of the indemnitor.

        Section 18-406 of the Delaware LLC Act provides that a member, manager or liquidating trustee of a limited liability company shall be fully protected in relying in good faith upon the records of the limited liability company and upon information, opinions, reports or statements presented by another manager, member or liquidating trustee, an officer or employee of the limited liability company, or committees of the limited liability company, members or managers, or by any other person as to matters the member, manager or liquidating trustees reasonably believes are within such other person's professional or expert competence, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits or losses of the limited liability company, or the value and amount of assets or reserves or contracts, agreements or other undertakings that would be sufficient to pay claims and obligations of the limited liability company or to make reasonable provision to pay such claims and obligations, or any other facts pertinent to the existence and amount of assets from which distributions to members or creditors might properly be paid.

        Consistent with Section 18-406 of the Delaware LLC Act, each of the limited liability company agreements of Apex Acquisition LLC, MSO Newco, LLC, Pinnacle Consultants Mid-Atlantic, L.L.C. and Sun Devil Acquisition LLC provides that in carrying out any duties under the limited liability company agreement, the member shall not be liable to the limited liability company for breach of any duty for the member's good faith reliance on the records of the limited liability company, or such information, opinions, reports or statements presented by any officer or employee of the limited liability company, or by any other person as to matters the member reasonably believes are within such other person's professional or expert competence.

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        Consistent with Section 18-406 of the Delaware LLC Act, each of the limited liability company agreements of EMS Offshore Medical Services, LLC and Seawall Acquisition, LLC provides that the manager, the Manager Affiliates and officers of the limited liability company may consult with counsel and accountants respecting the limited liability company affairs and shall be fully protected and justified in acting in accordance with the advice of counsel or accountants, provided they have been selected with reasonable care.

        Section 18-1101(d) of the Delaware LLC Act provides that unless otherwise provided in a limited liability company agreement, a member or manager or other person will not be liable to a limited liability company or to another member or manager or to another person that is a party to or is otherwise bound by a limited liability company agreement for breach of fiduciary duty for the member's or manager's or other person's good faith reliance on the provisions of the limited liability company agreement. The limited liability company agreements of American Medical Response Delaware Valley, LLC, AMR Brockton, L.L.C., Apex Acquisition LLC, EMS Management LLC, EMS Offshore Medical Services, LLC, MSO Newco, LLC, Pinnacle Consultants Mid-Atlantic, L.L.C., Seawall Acquisition, LLC and Sun Devil Acquisition LLC do not contain specific provisions that override Section 18-1101(d) of the Delaware LLC Act. Furthermore, and consistent with Section 18-1101(d) of the Delaware LLC Act, each of the limited liability company agreements of Apex Acquisition LLC, MSO Newco, LLC, Pinnacle Consultants Mid-Atlantic, L.L.C. and Sun Devil Acquisition LLC provides that the sole member shall not be liable to the limited liability company for breach of any duty for the sole member's good faith reliance on the provisions of the limited liability company agreement.

        Section 18-1101(e) of the Delaware LLC Act permits a limited liability company agreement to limit or eliminate any and all liabilities for breach of contract and breach of duties (including fiduciary duties) of a member, manager or other person to a limited liability company or to another member or manager or to another person that is a party to or is otherwise bound by a limited liability company agreement. However, under Section 18-1101(e) of the Delaware LLC Act, a limited liability company agreement may not limit or eliminate liability for any act or omission that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing. The limited liability company agreements of American Medical Response Delaware Valley, LLC, AMR Brockton, L.L.C., EMS Management LLC, EMS Offshore Medical Services, LLC and Seawall Acquisition, LLC do not contain specific provisions that limit or eliminate liabilities for breach of contract and breach of duties (including fiduciary duties) of a member, manager or other person as permitted by Section 18-1101(e) of the Delaware LLC Act. Consistent with Section 18-1101(e) of the Delaware LLC Act, each of the limited liability company agreements of Apex Acquisition LLC, MSO Newco, LLC, Pinnacle Consultants Mid-Atlantic, L.L.C. and Sun Devil Acquisition LLC provides that there are no implied covenants of the sole member contained in the limited liability company agreement other than those of the contractual covenant of good faith and fair dealing. Such limited liability company agreements also provide that the sole member shall not have any fiduciary or other duties to the limited liability company except as specifically provided by the limited liability company agreement, and the sole member's duties and liabilities otherwise existing at law or in equity are restricted and eliminated by the provisions of the limited liability company agreement to those duties and liabilities specifically set forth in the limited liability company agreement.

        EMSC has a Directors and Officers Liability Insurance Policy which insures the directors and officers of its subsidiaries and affiliates, including American Medical Response Delaware Valley, LLC, AMR Brockton, L.L.C., Apex Acquisition LLC, EMS Management LLC, EMS Offshore Medical Services, LLC, MSO Newco, LLC, Pinnacle Consultants Mid-Atlantic, L.L.C., Seawall Acquisition, LLC and Sun Devil Acquisition LLC, against liability incurred in their capacities as directors and officers, subject to customary limitations.

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        The foregoing summaries are necessarily subject to the complete text of the Delaware LLC Act and each of the above registrant's limited liability company agreements, as amended to date.

(c)   Regional Emergency Services, L.P. is organized as a limited partnership under the laws of the State of Delaware.

        Section 17-108 of the Delaware Revised Uniform Limited Partnership Act (6 Del. C. § 17-101, et seq.) (the "Delaware LP Act") provides that, subject to such standards and restrictions, if any, as are set forth in its partnership agreement, a limited partnership may, and shall have the power to, indemnify and hold harmless any partner or other person from and against any and all claims and demands whatsoever. The partnership agreement of Regional Emergency Services, L.P. does not contain specific provisions relating to indemnification.

        The general or limited partner and officers of Regional Emergency Services, L.P. are parties to indemnification agreements with CDRT Holding Corporation and Emergency Medical Services Corporation and employment agreements with Emergency Medical Services Corporation. These agreements are governed by Delaware law and provide indemnification to the fullest extent legally permissible against expenses, losses, liabilities, judgments, fines, penalties and amounts paid in settlement (including all interest, taxes, assessments and other charges in connection therewith) incurred by the indemnitee or on the indemnitee's behalf in connection with any proceeding if the indemnittee is made a party to a proceeding by reason of such person's service as a director or officer of the indemnitor or any of the subsidiaries of the indemnitor.

        Section 17-303 of the Delaware LP Act provides that a limited partner is not liable for the obligations of a limited partnership unless he is also a general partner or, in addition to the exercise of his rights and powers as a limited partner, he participates in the control of the business. However, if the limited partner does participate in the control of the business, he is liable only to persons who transact business with the limited partnership reasonably believing, based upon the limited partner's conduct, that the limited partner is a general partner.

        Section 17-407(a) of the Delaware LP Act provides that a limited partner or liquidating trustee of a limited partnership shall be fully protected in relying in good faith upon the records of the limited partnership and upon information, opinions, reports or statements presented by a general partner of the limited partnership, an officer or employee of a general partner of the limited partnership, another liquidating trustee, or committees of the limited partnership, limited partners or partners, or by any other person as to matters the limited partner or liquidating trustee reasonably believes are within such other person's professional or expert competence, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits or losses of the limited partnership, or the value and amount of assets or reserves or contracts, agreements or other undertakings that would be sufficient to pay claims and obligations of the limited partnership or to make reasonable provision to pay such claims and obligations, or any other facts pertinent to the existence and amount of assets from which distributions to partners or creditors might properly be paid.

        Section 17-407(c) of the Delaware LP Act provides that a general partner of a limited partnership that is not a limited liability limited partnership shall be fully protected from liability to the limited partnership, its partners or other persons party to or otherwise bound by the partnership agreement in relying in good faith upon the records of the limited partnership and upon information, opinions, reports or statements presented by another general partner of the limited partnership, an officer or employee of the limited partnership, a liquidating trustee, or committees of the limited partnership, limited partners or partners, or by any other person as to matters the general partner reasonably believes are within such other person's professional or expert competence, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits or losses of the limited partnership, or the value and amount of assets or reserves or contracts, agreements or other undertakings that would be sufficient to pay claims and obligations of the limited partnership or to

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make reasonable provision to pay such claims and obligations, or any other facts pertinent to the existence and amount of assets from which distributions to partners or creditors might properly be paid.

        Section 17-1101(e) of the Delaware LP Act provides that unless otherwise provided in a partnership agreement, a partner or other person shall not be liable to a limited partnership or to another partner or to another person that is a party to or is otherwise bound by a partnership agreement for breach of fiduciary duty for the partner's or other person's good faith reliance on the provisions of the partnership agreement. The partnership agreement of Regional Emergency Services, L.P. does not contain specific provisions that override Section 17-1101(e) of the Delaware LP Act.

        Section 17-1101(f) of the Delaware LP Act provides that, a partnership agreement may provide for the limitation or elimination of any and all liabilities for breach of contract and breach of duties (including fiduciary duties) of a partner or other person to a limited partnership or to another partner or to an other person that is a party to or is otherwise bound by a partnership agreement. However, under Section 17-1101(f) of the Delaware LP Act, a partnership agreement may not limit or eliminate liability for any act or omission that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing. The partnership agreement of Regional Emergency Services, L.P. does not contain specific provisions that limit or eliminate any and all liabilities for breach of contract and breach of duties (including fiduciary duties) of a partner or other person as permitted by Section 17-1101(f) of the Delaware LP Act.

        EMSC has a Directors and Officers Liability Insurance Policy which insures the directors and officers of its subsidiaries and affiliates, including Regional Emergency Services, L.P., against liability incurred in their capacities as directors and officers, subject to customary limitations.

        The foregoing summaries are necessarily subject to the complete text of the Delaware LP Act and the above registrant's partnership agreement, as amended to date.

FLORIDA

Each of A1 Leasing, Inc., Randle Eastern Ambulance Service, Inc., LifeFleet Southeast, Inc., Medi-Car Ambulance Service, Inc., Medi-Car Systems, Inc. and Physician Account Management, Inc. is incorporated under the laws of the State of Florida.

        As corporations incorporated in the State of Florida, A1 Leasing, Inc., Randle Eastern Ambulance Service, Inc., LifeFleet Southeast, Inc., Medi-Car Ambulance Service, Inc., Medi-Car Systems, Inc. and Physician Account Management, Inc. are subject to the Florida Business Corporation Act, or the Florida Corporate Act. Section 607.0831 of the Florida Corporate Act provides that a director is not personally liable for monetary damages to the corporation or any other person for any statement, vote, decision, or failure to act regarding corporate management or policy unless (1) the director breached or failed to perform his or her duties as a director and (2) the director's breach of, or failure to perform, those duties constitutes (a) a violation of the criminal law, unless the director had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe his or her conduct was unlawful, (b) a transaction from which the director derived an improper personal benefit, either directly or indirectly, (c) a circumstance under which the liability provisions of Section 607.0834 are applicable, (d) in a proceeding by or in the right of the corporation to procure a judgment in its favor or by or in the right of a shareholder, conscious disregard for the best interest of the corporation, or willful misconduct, or (e) in a proceeding by or in the right of someone other than the corporation or a shareholder, recklessness or an act or omission which was committed in bad faith or with malicious purpose or in a manner exhibiting wanton and willful disregard of human rights, safety, or property. A judgment or other final adjudication against a director in any criminal proceeding for a violation of the criminal law estops that director from contesting the fact that his or her breach, or failure to perform, constitutes a violation of the criminal law; but does not estop the director from establishing that he or

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she had reasonable cause to believe that his or her conduct was lawful or had no reasonable cause to believe that his or her conduct was unlawful.

        Under Section 607.0850 of the Florida Corporate Act, a corporation has the power to indemnify any person who was or is a party to any proceeding (other than an action by, or in the right of the corporation), by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against liability incurred in connection with such proceeding, including any appeal thereof, if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any proceeding by judgment, order, settlement or conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in, or not opposed to, the best interests of the corporation or, with respect to any criminal action or proceeding, has reasonable cause to believe that his or her conduct was unlawful.

        In addition, under Section 607.0850 of the Florida Corporate Act, a corporation has the power to indemnify any person, who was or is a party to any proceeding by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee, or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses and amounts paid in settlement not exceeding, in the judgment of the board of directors, the estimated expense of litigating the proceeding to conclusion, actually and reasonably incurred in connection with the defense or settlement of such proceeding, including any appeal thereof. Such indemnification shall be authorized if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, except that no indemnification shall be made under this subsection in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable unless, and only to the extent that, the court in which such proceeding was brought, or any other court of competent jurisdiction, shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

        Under Section 607.0850 of the Florida Corporate Act, the indemnification and advancement of expenses provided pursuant to Section 607.0850 of the Florida Corporate Act are not exclusive, and a corporation may make any other or further indemnification or advancement of expenses of any of its directors, officers, employees, or agents, under any bylaw, agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office. However, indemnification or advancement of expenses shall not be made to or on behalf of any director, officer, employee or agent if a judgment or other final adjudication establishes that his or her actions, or omissions to act, were material to the cause of action so adjudicated and constitute: (a) a violation of the criminal law, unless the director, officer, employee or agent had reasonable cause to believe his or her conduct was unlawful; (b) a transaction from which the director, officer, employee or agent derived an improper personal benefit; (c) in the case of a director, a circumstance under which the above liability provisions of Section 607.0834 are applicable; or (d) willful misconduct or a conscious disregard for the best interests of the corporation in a proceeding by or in the right of the corporation to procure a judgment in its favor or in a proceeding by or in the right of a shareholder.

        Section 607.0850 also provides that a corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation against any liability asserted against the person and incurred by him or her in any such

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capacity or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of Section 607.0850.

        The bylaws of A1 Leasing, Inc. provide for the indemnification of officers and directors for losses incurred in such person's capacity as a directors or officer.

        The articles of incorporation and bylaws of Physician Account Management, Inc. provide for the indemnification of officers and directors to the fullest extent permitted by law.

        The articles of incorporation of Lifefleet Southeast, Inc. provide for the elimination of liability and the indemnification of officers and directors to the fullest extent permitted by law.

Each of Everrad, LLC and Northwood Anesthesia Associates, L.L.C. is organized as a limited liability company under the laws of the State of Florida.

        As limited liability companies organized in Florida, Everrad, LLC and Northwood Anesthesia Associates, L.L.C. are subject to the Florida Limited Liability Company Act, or the Florida LLC Act. Section 608.4229 of the Florida LLC Act provides that, subject to such standards and restrictions, if any, as are set forth in its articles of organization or operating agreement, a limited liability company may, and shall have the power to, but shall not be required to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever. Notwithstanding that provision, indemnification or advancement of expenses shall not be made to or on behalf of any member, manager, managing member, officer, employee, or agent if a judgment or other final adjudication establishes that the actions, or omissions to act, of such member, manager, managing member, officer, employee or agent were material to the cause of action so adjudicated and constitute any of the following: (a) a violation of criminal law, unless the member, manager, managing member, officer, employee, or agent had no reasonable cause to believe such conduct was unlawful; (b) a transaction from which the member, manager, managing member, officer, employee, or agent derived an improper personal benefit; (c) in the case of a manager or managing member, a circumstance under which the liability provisions of Section 608.426 (relating to improper distribution to members) are applicable; or (d) willful misconduct or a conscious disregard for the best interests of the limited liability company in a proceeding by or in the right of the limited liability company to procure a judgment in its favor or in a proceeding by or in the right of a member.

        The limited liability company agreement of Everrad, LLC provides for the indemnification of the member, manager and directors to fullest extent permitted by law.

        The operating agreement of Northwood Anesthesia Associates, L.L.C. provides for the indemnification of the manager and officers to fullest extent permitted by law.

GEORGIA

Each of Puckett Ambulance Service, Inc., Troup County Emergency Medical Services, Inc., Medic One of Cobb, Inc. and Metro Ambulance Services, Inc. is incorporated under the laws of the State of Georgia.

        Subsection (a) of Section 14-2-851 of the Georgia Business Corporation Code (the "GABCC") provides that a corporation may indemnify an individual who is a party to a proceeding because he or she is or was a director against liability incurred in the proceeding if: (i) such individual conducted himself or herself in good faith and (ii) such individual reasonably believed: (A) in the case of conduct in his or her official capacity, that such conduct was in the best interests of the corporation; (B) in all other cases, that such conduct was at least not opposed to the best interests of the corporation; and (C) in the case of any criminal proceeding, that the individual had no reasonable cause to believe such conduct was unlawful. Subsection (d) of Section 14-2-851 of the GABCC provides that a corporation may not indemnify a director: (i) in connection with a proceeding by or in the right of the corporation, except for reasonable expenses incurred in connection with the proceeding, if it is determined that the

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director has met the relevant standard of conduct or (ii) in connection with any proceeding with respect to conduct for which he or she was adjudged liable on the basis that personal benefit was improperly received by him or her, whether or not involving action in his or her official capacity. Notwithstanding the foregoing, pursuant to Section 14-2-854, a court shall order a corporation to indemnify or give an advance for expenses to a director if such court determines the director is entitled to indemnification or advance for expenses under Section 14-2-854 or if it determines that in view of all relevant circumstances, it is fair and reasonable, even if the director has not met the standard of conduct set forth in subsections (a) and (b) of Section 14-2-851 of the GABCC or was adjudged liable in a proceeding referred to in subsection (d) of Section 14-2-851 of the GABCC, but if the director was adjudged so liable, the indemnification shall be limited to reasonable expenses incurred by the director in connection with the proceeding. Section 14-2-852 of the GABCC provides that a corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because he or she was a director of the corporation against reasonable expenses incurred by the director in connection with the proceeding.

        Subsection (c) of Section 14-2-857 of the GABCC provides that an officer of the corporation who is not a director is entitled to mandatory indemnification under Section 14-2-852 and may apply to a court under Section 14-2-854 for indemnification or advances for expenses, in each case to the same extent to which a director may be entitled to indemnification or advances for expenses under those provisions. In addition, subsection (d) of Section 14-2-857 provides that a corporation may also indemnify and advance expenses to an employee or agent who is not a director to the extent, consistent with public policy, that may be provided by its articles of incorporation, bylaws, action of its board of directors or contract.

        The bylaws of Metro Ambulance Services, Inc. provide that any person made a party to any action, suit or proceeding, by reason of the fact that he, his testator or intestate representative is or was a director, officer or employee of the company, or of any company in which he served as such at the request of the company, shall be indemnified by the company against the reasonable expenses, including attorney's fees, actually and necessarily incurred by him in connection with the defense of such action, suit or proceedings, or in connection with any appeal therein, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding, or in connection with any appeal therein that such officer, director or employee is liable for negligence or misconduct in the performance of his duties. This right of indemnification is not deemed exclusive of any other rights to which any officer or director or employee may be entitled apart from the provisions of the bylaws. The amount of indemnity to which any officer or any director may be entitled shall be fixed by the company's board of directors, except that in any case where there is no disinterested majority of the board available, the amount shall be fixed by arbitration pursuant to the then existing rules of the American Arbitration Association.

        The articles of incorporation and bylaws of each of Puckett Ambulance Service, Inc., Troup County Emergency Medical Services, Inc. and Medic One of Cobb, Inc. are silent with respect to the indemnification of the officers and directors of the corporation.

HAWAII

International Life Support, Inc. is incorporated under the laws of the State of Hawaii.

        Section 414-242 of the Hawaii Business Corporation Act provides that a corporation may indemnify an individual who is a party to a proceeding because the individual is a director against liability incurred in the proceeding if either: (A) the individual conducted himself or herself in good faith; the individual reasonably believed: (i) in the case of conduct in the individual's official capacity, that the individual's conduct was in the best interests of the corporation; and (ii) in all other cases, that the individual's conduct was at least not opposed to the best interests of the corporation; and (iii) in

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the case of any criminal proceeding, the individual had no reasonable cause to believe the individual's conduct was unlawful; or (B) the individual engaged in conduct for which broader indemnification has been made permissible or obligatory under a provision of the articles of incorporation.

        Under Section 414-246 of the Hawaii Business Corporation Act, indemnification under Section 414-242 may be made only as authorized for a specific proceeding upon a determination that indemnification is permissible because the director has met the applicable standard of conduct, with such determination to be made: (A) if there are at least two disinterested directors, by a majority vote of all of the disinterested directors or by majority vote of the members of a committee of two or more disinterested directors appointed by such a vote of the disinterested directors; or (B) by special legal counsel selected in the manner specified in the section; or (C) by a vote of shareholders holding a majority of the shares other than shares owned by or voted under the control of a director who at the time does not qualify as a disinterested director.

        To the extent that a director is wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because the director was a director of the corporation, the corporation is required by Section 414-243 of the Hawaii Business Corporation Act to indemnify such director for reasonable expenses incurred in connection with the proceeding.

        Under Section 414-244 of the Hawaii Business Corporation Act, a corporation, before final disposition of a proceeding, may advance funds to pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding because the director is a director of the corporation if the director delivers certain specified written affirmations and undertakes to repay any funds advanced if the director is not entitled to mandatory indemnification under Section 414-243 of the Hawaii Business Corporation Act and it is ultimately determined that the director has not met the relevant standard of conduct under Section 414-242 of the Hawaii Business Corporation Act. Under certain circumstances, under Section 414-245 of the Hawaii Business Corporation Act, a director who is a party to a proceeding because the director is a director of the corporation may apply to the court conducting the proceeding or to another court of competent jurisdiction to obtain indemnification or an advance for expenses.

        Under Section 414-247 of the Hawaii Business Corporation Act, a corporation may indemnify and advance expenses to an officer who is a party to a proceeding because the officer is an officer of the corporation: (A) to the same extent as a director; and (B) if the person is an officer but not a director (or is both an officer and a director but is made a party to the proceeding by reason of an act or omission solely as an officer), to such further extent as may be provided by the articles of incorporation, the bylaws, a resolution of the board of directors or contract except for liability in connection with a proceeding by or in the right of the corporation other than for reasonable expenses incurred in connection with the proceeding, or liability arising out of conduct that constitutes: (i) receipt by the officer of a financial benefit to which the officer is not entitled; (ii) an intentional infliction of harm on the corporation or the shareholders; or (iii) an intentional violation of criminal law.

        An officer of a corporation who is not a director is entitled to mandatory indemnification under Section 414-243 of the Hawaii Business Corporation Act and may apply to a court under Section 414-245 of the Hawaii Business Corporation Act for indemnification or an advance for expenses, in each case to the same extent to which a director may be entitled to indemnification or advance for expenses.

        The Hawaii Business Corporation Act also provides that a corporation may include indemnification provisions in its articles of incorporation, bylaws or in a resolution adopted or a contract approved by its board of directors or shareholders that are broader than the foregoing provisions. While no such provisions are currently contained in the articles of incorporation or bylaws of International Life Support, Inc., certain of the directors and officers of International Life Support, Inc. are parties to

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indemnification agreements with CDRT Holding Corporation and Emergency Medical Services Corporation and employment agreements with Emergency Medical Services Corporation. These agreements, which are governed by Delaware law, provide for mandatory indemnification to the fullest extent legally permissible or permitted if the indemnittee is made a party to a proceeding by reason of such person's service as a director or officer of the indemnitor or any of the subsidiaries of the indemnitor. To the extent that Hawaii law would govern the extent to which indemnification may be provided to directors and officers of a Hawaii corporation, then, under Section 414-249(a) of the Hawaii Business Corporation Act, a provision that mandates indemnification to the fullest extent permitted by law (a) is deemed to satisfy the authorization requirements set forth in Section 414-246 of the Hawaii Business Corporation Act, (b) is deemed to require the corporation to advance funds to pay for or reimburse expenses in connection with the proceeding to the fullest extent permitted by law and (c) requires indemnification for liability except liability: (i) for receipt of a financial benefit to which the director or officer is not entitled; (ii) for an intentional infliction of harm on the corporation or the shareholders; (iii) for an intentional violation of criminal law; (iv) in the case of a director, for a violation of Section 414-223 (imposing liability if the director did not discharge the director's duties with respect to an unlawful distribution); and (v) in the case of an officer, in connection with a proceeding by or in the right of the corporation other than for reasonable expenses in connection with the proceeding.

ILLINOIS

Each of LifeCare Ambulance Service, Inc. ("LifeCare") and TEK Ambulance, Inc. ("TEK") (together, the "Illinois Corporation Guarantors") is incorporated under the laws of the State of Illinois.

        Section 8.75(a) of the Illinois Business Corporation Act of 1983, as amended ("BCA"), provides that a corporation may indemnify a director, officer, employee or agent of the corporation in any action, suit or proceeding other than an action by or in the right of the corporation, against expenses (including attorneys' fees), judgments, fines and settlement amounts actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action, had no reasonable cause to believe his conduct was unlawful.

        Section 8.75(b) provides that the corporation may indemnify any such person in any action or suit by or in the right of the corporation against expenses (including attorneys' fees) and settlement amounts actually and reasonably incurred by him or her in connection with the defense or settlement of the action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be or not opposed to the best interests of the corporation, except that he or she may not be indemnified in respect of any matter in which he or she has been adjudged liable to the corporation, unless authorized by the court.

        Section 8.75(c) provides that a corporation may indemnify any such person against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection with the action, suit or proceeding if he or she has been successful in defense of such action, suit or proceeding, if such action, suit or proceeding is one for which the corporation may indemnify him or her under Sections 8.75(a) or (b), and if the person acted in good faith and in a manner he or she reasonably believe to be in, or not opposed to, the best interests of the corporation.

        The indemnification provided for by Section 8.75 shall not be deemed exclusive of any other rights to which the person indemnified may be entitled under any by-law, agreement, vote or shareholders or otherwise, both as to actions in his or her official capacity or other capacity while holding such office.

        The bylaws of each Illinois Corporation Guarantor include provisions relating to indemnity of various persons servicing such corporations.

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        Section 5.1 of the bylaws of each Illinois Corporation Guarantor provide that such corporation shall, to the fullest extent to which it is empowered to do so and in accordance with the procedures required by the BCA and other applicable laws, as may from time to time be in effect, indemnify every person who was or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprises against all expenses, including attorneys' fees, judgments, fines and amounts incurred by him or her in connection with such action, suit or proceeding. The bylaws provide that the provisions of Section 5.1 shall be deemed to be a contract between the corporation and each director or officer who serves in any such capacity at any time while such Section 5.1 and relevant provisions of the BCA or other applicable laws are in effect, and any repeal or modification thereof shall not affect any state of facts then or theretofore existing or any action, suit or proceeding theretofore existing or thereafter brought based upon any such state of acts.

        Persons who are not covered by Section 5.1 of such bylaws and who are or were employees or agents of the corporation, or who are or were serving at the request of the corporation as employees or agents of another corporation, joint venture, partnership, trust or other enterprise, may be indemnified to the extent the corporation is empowered to do so by the BCA or other applicable laws, when and as authorized at any time from time to time by the board of directors, in its sole discretion.

        Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of final disposition of such action, suit or proceeding upon receipt of a written agreement by or on behalf of a director or officer to undertake to repay such amount, unless it shall ultimately be determined that he or she is entitled to be indemnified by the corporation as authorized in Article 5. Advancement of expenses shall apply to employees or agents when the board of directors has authorized such indemnification under the provisions of the preceding paragraph.

        The indemnification and advancement of expenses provided for or permitted by Article 5 or granted under the BCA shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled by law, agreement or otherwise and shall continue as to a person who ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrator of such person.

        The corporation shall have the power to purchase and maintain, on behalf of any person who is or was a director, officer, employee or agent or the corporation or is or was servicing at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, insurance against any liability asserted against such person and incurred by such person in any capacity or arising out of such person's status as such whether or not the corporation would have the power to indemnify such person against such liability under the provisions of Article 5.

        If, pursuant to Article 5 of the bylaws, the corporation has paid to indemnify or has advanced expenses to a director, officer, employee or agent, the corporation shall report the indemnification or advance in writing to the shareholder with or before the notice of the next shareholders meeting.

Mission Care of Illinois, LLC ("Mission Care") is organized as a limited liability company under the laws of the State of Illinois.

        Section 15-5(b)(6) of the Illinois Limited Liability Company Act (the "LLC Act") provides that no operating agreement of a limited liability company may eliminate or reduce a member's fiduciary duties but may (a) identify specific types or categories of activities that do not violate such duties, if not manifestly unreasonable, and (b) specify the number or percentage of members or disinterested members or disinterested managers that may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate those duties.

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        Mission Care is managed by a manager (the "Manager") which is a Missouri limited liability company. The operating agreement of Mission Care provides that Mission Care shall, to the fullest extent not prohibited by applicable law, defend, indemnify, advance the costs and expenses of defense of, and hold harmless, the manager against any costs or expenses (including attorneys' fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation made or brought against the Manager and those individuals (the "Individuals") granted authority to act on behalf of the Manager pursuant to resolutions adopted from time to time by the Manager by reason of the fact that the Manager or such Individual is or was the Manager or is or was granted authority to act on behalf of the Manager or by reason of any act or omission of the Manager or such Individual granted authority to act on behalf of the Manager, in such capacity; provided that neither the Manager nor any Individual shall be indemnified against any expenses, claims or liabilities arising out of the manager's conduct which was finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct.

INDIANA

Mercy Ambulance of Evansville, Inc. is incorporated under the laws of the State of Indiana.

        Chapter 37 of Indiana Code 23-1, the Indiana Business Corporation Law (the "IBCL"), states that a corporation may indemnify an individual made a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if (i) the individual's conduct was in good faith; and (ii) the individual reasonably believed, (a) in the case of conduct in the individual's official capacity with the corporation, that the individual's conduct was in its best interests, and, (b) in all other cases, that the individual's conduct was at least not opposed to the corporation's best interests; and (iii) in the case of any criminal proceeding, the individual either had reasonable cause to believe the individual's conduct was lawful or had no reasonable cause to believe the individual's conduct was unlawful. The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director did not meet the standard of conduct described in Chapter 37 of the IBCL.

        Unless limited by its articles of incorporation, a corporation must indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because the director is or was a director of the corporation against reasonable expenses incurred by the director in connection with the proceeding. A corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if the director furnishes the corporation a written affirmation of the director's good faith belief that the director has met the standard of conduct described in Chapter 37 of the IBCL, the director furnishes the corporation a written undertaking, executed personally or on the director's behalf, to repay the advance if it is ultimately determined that the director did not meet such standard of conduct and a determination is made that the facts then known to those making the determination would not preclude indemnification under Chapter 37 of the IBCL. A corporation may not indemnify a director unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because the director has met the standard of conduct set forth under Chapter 37 of the IBCL. The determination may be made by the board of directors by majority vote of a quorum consisting of directors not at the time parties to the proceeding, or by other methods specified in Chapter 37 of the IBCL.

        A corporation may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee, or agent of the corporation, or who, while a director, officer, employee, or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, member, manager, trustee, employee, or agent of another foreign or domestic corporation, partnership, limited liability company, joint venture, trust, employee benefit plan, or other enterprise,

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against liability asserted against or incurred by the individual in that capacity or arising from the individual's status as a director, officer, member, manager, employee, or agent.

        The indemnification and advance for expenses provided for or authorized by Chapter 37 of the IBCL does not exclude any other rights to indemnification and advance for expenses that a person may have under a corporation's articles of incorporation, bylaws, a resolution of the board of directors or of the shareholders or any other authorization, whenever adopted, after notice, by a majority vote of all the voting shares then issued and outstanding.

        The Indiana Corporation's articles of incorporation provide that the Indiana Corporation shall indemnify any person who is or was a director, officer or employee of the Indiana Corporation, or who is serving or served in such capacity at another corporation at the request of the Indiana Corporation, against any and all liability and reasonable expense incurred in connection with a proceeding in which such person is involved because of such position, provided that such person acted in good faith in what he reasonably believed to be the best interests of the Indiana Corporation or other corporation, and, in any criminal proceeding, had no reasonable cause to believe that his conduct was unlawful. Indemnification shall be mandatory for any such person who is wholly successful, on the merits or otherwise, with respect to the proceeding. In other cases, indemnification shall be at the discretion of the Indiana Corporation, but only if (1) the board of directors, acting with a quorum consisting of directors not at the time parties to the proceeding, finds that the person met the required standard of conduct, or (2) independent legal counsel provides a written opinion that the person met the required standard of conduct. If several claims, issues or matters of action are involved, the director, officer or employee may be entitled to indemnification for some matters but not for others. The Indiana Corporation may advance expenses incurred by such persons, or may undertake the defense of such persons at the Indiana Corporation's own expense, provided that the director, officer or employee undertakes to repay all such expenses if it is ultimately determined that they are not entitled to indemnification. The right to indemnification is not exclusive of any other rights to which a person may be entitled by law or agreement.

MARYLAND

Templeton Readings, LLC ("Templeton") is organized as a limited liability company under the laws of the State Maryland.

        Section 4A-203(14) of the Maryland Limited Liability Company Act provides that a limited liability company may indemnify any member, agent, or employee of the limited liability company from and against any and all claims and demands, except in the case of an action or failure to act by the member, agent, or employee which constitutes willful misconduct or recklessness and subject to any restrictions set forth in the articles of organization or operating agreement.

        Templeton is a limited liability company organized under the laws of the State of Maryland. The Second Amended and Restated Operating Agreement of Templeton provides that its sole member, as manager of the limited liability company, may provide for such indemnification of such persons as the member deems appropriate.

MASSACHUSETTS

American Medical Response of Massachusetts, Inc. is a Massachusetts corporation.

        As a corporation incorporated in the Commonwealth of Massachusetts, American Medical Response of Massachusetts, Inc. is subject to the Massachusetts Business Corporation Act, 156D of the Massachusetts General Laws (the "MBCA"). Section 8.51 of the MBCA provides that a corporation may indemnify a director against liability if (i) (1) he or she conducted himself or herself in good faith; (2) he or she reasonably believed that his or her conduct was in the best interest of the corporation or that his or her conduct was at least not opposed to the best interests of the corporation; and (3) in the

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case of any criminal proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful; or (ii) he or she engaged in conduct for which he or she shall not be liable under a provision of the corporation's articles of organization authorized by Section 2.02(b)(4) of the MBCA. Section 8.52 of the MBCA provides that a corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he or she was a party because he or she was a director of the corporation against reasonable expenses incurred by him or her in connection with the proceeding.

        Section 8.56 of the MBCA provides that a corporation may indemnify and advance expenses to an officer of the corporation who is a party to a proceeding because he or she is an officer of the corporation (i) to the same extent as a director and (ii) if he or she is an officer but not a director, to such further extent as may be provided by the articles of organization, the bylaws, a resolution of the board of directors, or contract except for liability arising out of acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law. Section 8.56 also provides that an officer of a corporation who is not a director is entitled to mandatory indemnification under Section 8.52, and that the officer may apply to a court for indemnification or an advance for expenses, in each case to the same extent to which a director may be entitled to indemnification or advance under those provisions.

        Section 8.57 of the MBCA also affords a Massachusetts corporation the power to obtain insurance on behalf of its directors and officers against liabilities incurred by them in these capacities.

        The articles of organization and bylaws of American Medical Response of Massachusetts, Inc. are silent on indemnification of directors and officers.

MICHIGAN

Paramed, Inc. (the "Michigan Corporation") is incorporated under the laws of the State of Michigan.

        Under Section 561 of the Michigan Business Corporation Act (the "MBCA"), a Michigan corporation may indemnify a director or officer (among others) who is a party or threatened to be made a party to any civil, criminal, administrative or investigative action, suit or proceeding (other than actions by or in the right of the corporation) by reason of the fact that such person is or was a director or officer of the corporation, or of another enterprise at the corporation's request, against expenses, including attorneys' fees, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred in connection therewith. Such indemnification is proper if the director or officer acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation or its shareholders and, in the case of a criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

        Section 562 of the MBCA permits a Michigan corporation to provide similar indemnity against amounts paid in settlement and expenses, including attorneys' fees, actually and reasonably incurred by a director or officer (among others) in actions or suits by or in the right of the corporation except in respect of any claim, issue or matter as to which such person has been found liable to the corporation, unless and only to the extent that a court determines that, despite the adjudication of the liability but in view of all the relevant circumstances, such person is fairly and reasonably entitled to indemnity. If indemnification is deemed appropriate despite the adjudication of liability, it is limited to reasonable expenses incurred.

        Under Section 563 of the MBCA, if a director or officer is successful in defending against an action, suit, or proceeding described in Sections 561 or 562, a Michigan corporation must indemnify such director or officer against his or her actual and reasonable expenses, including attorneys' fees, incurred by him or her in the defense and in any action, suit or proceeding brought to enforce such mandatory indemnification.

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        Section 564b of the MBCA permits a Michigan corporation to advance the reasonable expenses incurred by a director or officer (among others) in an action, suit, or proceeding if the person furnishes to the corporation a written undertaking to repay the advance if it is ultimately determined that he or she did not meet the applicable standard of conduct, if any, required by the MBCA for the indemnification of a person under the circumstances.

        Section 567 of the MBCA provides that a Michigan corporation may maintain insurance on behalf of a director or officer (among others), or any person serving as such for another enterprise at the corporation's request, against any liability asserted against him or her and incurred by him or her in any such capacity or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against liability under the indemnification provisions described above.

        Under Section 565 of the MCBA, the indemnification or advancement of expenses provided for in the MBCA is not exclusive of other rights to which a person seeking indemnification or advancement of expenses may be entitled under the corporation's articles of incorporation, by-laws, or a contractual agreement, but the total amount of expenses advanced or indemnified shall not exceed the amount of actual expenses incurred by the person seeking indemnification or advancement.

        Neither the articles of incorporation nor the by-laws of the Michigan Corporation contain provisions regarding the indemnification of officers or directors.

MISSOURI

Each of Abbott Ambulance, Inc. ("Abbott"), EmCare Physician Providers, Inc. ("EmCare"), Medevac MidAmerica, Inc. ("MMA"), Medevac Medical Response, Inc. ("MMR") (collectively, "Missouri Corporate Guarantors") is incorporated under the laws of the State of Missouri.

        Section 351.355(1) of the Revised Statutes of Missouri provides that a corporation may indemnify a director, officer, employee or agent of the corporation in any action, suit or proceeding other than an action by or in the right of the corporation, against expenses (including attorneys' fees), judgments, fines and settlement amounts actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action, had no reasonable cause to believe his conduct was unlawful. Section 351.355(2) provides that the corporation may indemnify any such person in any action or suit by or in the right of the corporation against expenses (including attorneys' fees) and settlement amounts actually and reasonably incurred by him or her in connection with the defense or settlement of the action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, except that he or she may not be indemnified in respect of any matter in which he or she has been adjudged liable for negligence or misconduct in the performance of his duty to the corporation, unless authorized by the court. Section 351.355(3) provides that a corporation may indemnify any such person against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection with the action, suit or proceeding if he or she has been successful in defense of such action, suit or proceeding and if such action, suit or proceeding is one for which the corporation may indemnify him or her under Section 351.355(1) or (2). Section 351.355(7) provides that a corporation shall have the power to give any further indemnity to any such person, in addition to the indemnity otherwise authorized under Section 351.355, provided such further indemnity is either (i) authorized, directed or provided for in the articles of incorporation of the corporation or any duly adopted amendment thereof or (ii) is authorized, directed or provided for in any by-law or agreement of the corporation which has been adopted by a vote of the stockholders of the corporation, provided that no such indemnity shall indemnify any person from or on account of such person's conduct which was finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct.

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        The articles of incorporation of each of the Missouri Corporate Guarantors provide that such Missouri Corporate Guarantor shall indemnify its directors and officers against any claims, liability or expense incurred as a result of such service, or any other company or enterprise when they are serving in the capacities of director, officer, employee or agent at the request of each such entity, to the maximum extent permitted by law. The respective articles of incorporation of each of the Missouri Corporate Guarantors provide that each such entity may, if it deems appropriate, indemnify its employees and agents against any claims, liability or expense incurred as a result of such service, or any other company or enterprise when they are serving in the capacities of director, officer, employee or agent at the request of such Missouri Corporate Guarantor, to the maximum extent permitted by law or to such lesser extent as such Missouri Corporate Guarantor, in its discretion, may deem appropriate. Except as otherwise permitted by law, no persons may be indemnified, including under any indemnification agreement from or on account of such person's conduct which is finally adjudged to be knowingly fraudulent, deliberately dishonest or willful misconduct. The respective articles of incorporation also provide that the each such Missouri Corporate Guarantor shall advance expenses to a director or officer, and may advance expenses to an employee or agent, in advance of the final disposition of any action, suit or proceeding upon receipt of an undertaking by or on behalf of any such person to repay such amount unless it is ultimately determined that any such person is entitled to be indemnified by such Missouri Corporate Guarantor. Further, the articles of incorporation of each Missouri Corporate Guarantor state that the respective board of directors of each such entity shall have the power to cause the entity to purchase and maintain insurance on behalf of any director, officer, employee or agent against any liability incurred in any such capacity, arising out of his status as such, whether or not such Missouri Corporate Guarantor would have the power to indemnify him or her against such liability under the provisions of the articles of incorporation. The bylaws of the Missouri Corporate Guarantors contain provisions substantially consistent with the terms set forth in each of their respective articles of incorporation.

        The directors or officers of the Missouri Corporate Guarantors who are directors or officers of Emergency Medical Services Corporation or its affiliates may also be entitled to indemnification pursuant to the charter documents of such companies or under the provisions of agreements with such companies providing indemnification to them since they serve as directors or officers of the Missouri Corporate Guarantors at the request of Emergency Medical Services Corporation or its affiliates, as the case may be. Emergency Medical Services Corporation maintains a policy of insurance under which the directors and officers of the Missouri Corporate Guarantors are insured, subject to the limits of the policy, against certain losses, as defined in the policy, arising from claims made against such directors and officers by reason of any wrongful acts, as defined in the policy, in their respective capacities as directors or officers.

Each of Mission Care of Missouri, LLC, Mission Care Services, LLC and Access 2 Care, LLC (collectively, the "Missouri LLC Guarantors") is organized as a limited liability company under the laws of the State of Missouri.

        Section 347.088.2 of the Missouri Limited Liability Company Act provides that, to the extent that, at law or equity, a member or manager or other person has duties, including fiduciary duties, and liabilities relating to those duties to the limited liability company or to another member, manager, or other person that is party to or otherwise bound by an operating agreement (1) any such member, manager, or other person acting under the operating agreement shall not be liable to the limited liability company or to any such other member, manager, or other person for the member's, manager's, or other person's good faith reliance on the provisions of the operating agreement; and (2) the member's, manager's or other person's duties and liabilities may be expanded or restricted by provision in the operating agreement.

        Each of the Missouri LLC Guarantors are managed by a manager. The operating agreement of each of the Missouri LLC Guarantors provides that the limited liability company shall, to the fullest

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extent not prohibited by applicable law, defend, indemnify, advance the costs and expenses of defense of, and hold harmless, the manager against any costs or expenses (including attorneys' fees), judgments, fines, losses, claims, damages, liabilities and amounts, whether civil, criminal, administrative or investigative, made or brought against the manager by reason of the fact that the manager is or was the manager, or by reason of any act of omission of the Manager in such capacity; provided, however, that the manager shall not be indemnified against any expenses, claims or liabilities arising out of the managers' conduct which was finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct.

        The managers or officers of the Missouri LLC Guarantors who are directors or officers of Emergency Medical Services Corporation or its affiliates may also be entitled to indemnification pursuant to the charter documents of such companies or under the provisions of agreements with such companies providing indemnification to them since they serve as managers or officers of Missouri LLC Guarantors at the request of Emergency Medical Services Corporation or its affiliates, as the case may be. Emergency Medical Services Corporation maintains a policy of insurance under which the officers of Missouri LLC Guarantors are insured, subject to the limits of the policy, against certain losses, as defined in the policy, arising from claims made against such officers by reason of any wrongful acts, as defined in the policy, in their respective capacities as managers or officers.

NEVADA

Each of American Investment Enterprises, Inc., MedicWest Ambulance, Inc. and Mercy, Inc. is incorporated under the laws of the State of Nevada.

        Under Nevada Revised Statutes ("NRS") 78.138, unless the articles of incorporation provide for greater individual liability, a director or officer is not individually liable to a corporation or its stockholders or creditors for any damages as a result of any act or failure to act in his or her capacity as a director or officer unless it is proven that such act or failure to act constituted a breach of fiduciary duties and such breach involved intentional misconduct, fraud or a knowing violation of law. NRS 78.7502 provides that a corporation may indemnify any person for expenses incurred in connection with a threatened, pending or completed action, suit or proceeding in which he or she was, is or is threatened to be made a party by reason of being or having been a director, officer, employee or agent of the corporation or serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, if such person (i) is not liable pursuant to NRS 78.138 or (ii) acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. A corporation must indemnify a director, officer, employee or agent against expenses actually and reasonably incurred by him or her in connection with the defense of any action, suit or proceeding to the extent that he or she has been successful on the merits or otherwise.

        NRS 78.751 provides that unless ordered by a court or advanced, discretionary indemnification of a director, officer, employee or agent pursuant to NRS 78.7502 may be made by a corporation only as authorized in the specific case upon a determination that indemnification is proper in the circumstances. Such determination must be made by: (i) the stockholders, (ii) the board of directors by majority vote of a quorum consisting of disinterested directors or (iii) independent legal counsel in a written opinion if (a) a majority vote of a quorum consisting of disinterested directors so orders or (b) a quorum consisting of disinterested directors cannot be obtained. A corporation may, in its articles of incorporation or bylaws or by agreement, provide that the expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of such action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that the director or officer is not entitled to indemnification. Unless ordered by a court or advanced, indemnification may not be made to or on behalf of any director or officer if a final adjudication establishes that his or her acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and was material to the cause of action.

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American Investment Enterprises, Inc. ("AIE")

        The bylaws of AIE provide that, subject to the laws of the State of Nevada, AIE shall indemnify any of its directors, officers, employees or agents, or any person serving in any such capacity of any other entity or enterprise at the request of AIE, against any and all legal expenses (including attorneys' fees), claims and/or liabilities arising out of any action, suit or proceeding, except an action by or in the right of AIE. AIE is not required to indemnify any person unless such person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of AIE and, with respect to any criminal action or proceeding, where there was no reasonable cause to believe the conduct was unlawful. AIE shall reimburse or otherwise indemnify any director, officer, employee or agent against legal expenses (including attorneys' fees) actually and reasonably incurred in connection with the defense of any action, suit or proceeding to the extent such person is successful on the merits or otherwise. AIE may not indemnify any person adjudged to be liable for negligence or misconduct in the performance of a duty to AIE unless and only to the extent that the court in which such action or suit was brought determines upon application that, despite the adjudication of liability, such person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

        AIE shall provide indemnification only when authorized in the specific case and upon a determination that indemnification is proper by: (i) the stockholders, (ii) a majority vote of a quorum consisting of disinterested directors or (iii) independent legal counsel in a written opinion, if a quorum of disinterested directors orders or if a quorum of disinterested directors cannot be obtained.

        Expenses incurred in defending any action, suit or proceeding may be paid by AIE in advance of the final disposition, when authorized by the board of directors, upon receipt of any undertaking by or on behalf of the person defending to repay such advances if indemnification is not ultimately available pursuant to the bylaws. Indemnification provided by the bylaws of AIE shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

MedicWest Ambulance, Inc. ("MedicWest")

        The articles of incorporation of MedicWest provide that the personal liability of its directors and officers is eliminated to the fullest extent permitted by the NRS. MedicWest shall indemnify its officers and directors from and against any and all expenses, liabilities and other matters under and to the fullest extent permitted by NRS 78.751. Indemnification provided in MedicWest's articles of incorporation is not exclusive of any other rights and shall continue as to any person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such person. MedicWest shall pay or otherwise advance all expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding as such expenses are incurred and in advance of the final disposition of the action, suit or proceeding, provided that the indemnified officer or director undertakes to repay the amounts so advanced if a court of competent jurisdiction ultimately determines that such officer or director is not entitled to be indemnified. MedicWest may purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a director or officer, or is or was serving at the request of MedicWest as a director or officer of another corporation, partnership, joint venture, trust or other enterprise for liabilities incurred by or asserted against such person in such person's capacity as a director or officer or arising out of such person's status as such, whether or not MedicWest has the authority to indemnify such person against such liabilities.

        The bylaws of MedicWest provide that any person made a party to any action, suit or proceeding, by reason of the fact that he is or was a director, officer or employee of MedicWest or of any corporation in which he served as such at the request of MedicWest, shall be indemnified against reasonable expenses, including attorneys' fees, actually and necessarily incurred by him in connection with the defense of such action, suit or proceeding, except in relation to matters as to which it is

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adjudged that such officer, director or employee is liable for gross negligence or misconduct in the performance of his duties. The amount of indemnity to which any officer or any director may be entitled shall be fixed by the board of directors, except that in any case in which there is no disinterested majority of the board of directors available, the amount shall be fixed by arbitration pursuant to the then existing rules of the American Arbitration Association.

Mercy, Inc. ("Mercy")

        The bylaws of Mercy provide that it shall indemnify any of its directors, officers, employees or agents, or any person serving in any such capacity of any other entity or enterprise at the request of Mercy, against any and all legal expenses (including attorneys' fees), claims and/or liabilities arising out of any action, suit or proceeding, except an action by or in the right of Mercy. Mercy may, but is not required to, indemnify any person unless such person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of Mercy and, with respect to any criminal action or proceeding, where there was no reasonable cause to believe the conduct was unlawful. Mercy shall reimburse or otherwise indemnify any director, officer, employee or agent against legal expenses (including attorneys' fees) actually and reasonably incurred in connection with the defense of any action, suit or proceeding to the extent such person is successful on the merits or otherwise.

        Mercy shall provide indemnification only when authorized in the specific case and upon a determination that indemnification is proper by: (i) the stockholders, (ii) a majority vote of a quorum consisting of disinterested directors or (iii) independent legal counsel in a written opinion, if a quorum of disinterested directors orders or if a quorum of disinterested directors cannot be obtained.

        Expenses incurred in defending any action, suit or proceeding may be paid by Mercy in advance of the final disposition, when authorized by the board of directors, upon receipt of any undertaking by or on behalf of the person defending to repay such advances if indemnification is not ultimately available pursuant to the bylaws. Indemnification provided by the bylaws of Mercy shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

NEW YORK

Each of Adam Transportation Service, Inc., Associated Ambulance Service, Inc., Five Counties Ambulance Service, Inc., Park Ambulance Service, Inc., and Sunrise Handicap Transport Corp. is incorporated under the laws of the State of New York.

        Section 722(a) of the New York Business Corporation Law (the "NYBCL") provides that a corporation may indemnify any person, made or threatened to be made, a party to an action or proceeding, other than one by or in the right of the corporation, including an action by or in the right of any other corporation or other enterprise, which any director or officer of the corporation served in any capacity at the request of the corporation, because he was a director or officer of the corporation, or served such other corporation or other enterprise in any capacity, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys' fees actually and necessarily incurred as a result of such action or proceeding, or any appeal therein, if such director or officer acted, in good faith, for a purpose which he reasonably believed to be in, or in the case of service for any other corporation or other enterprise, not opposed to, the best interests of the corporation and, in criminal actions or proceedings, had no reasonable cause to believe that his conduct was unlawful.

        Section 722(c) of the NYBCL provides that a corporation may indemnify any person made, or threatened to be made, a party to an action by or in the right of the corporation by reason of the fact that he is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of any other corporation of any type or kind, or other enterprise, against amounts paid in settlement and reasonable expenses, including attorneys' fees, actually and

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necessarily incurred by him in connection with the defense or settlement of such action, or in connection with an appeal therein, if such director or officer acted, in good faith, for a purpose which he reasonably believed to be in, or, in the case of service for another corporation or other enterprise, not opposed to, the best interests of the corporation. The corporation may not, however, indemnify any officer or director pursuant to Section 722(c) in respect of (i) a threatened action, or a pending action which is settled or otherwise disposed of, or (ii) any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation, unless and only to the extent that the court in which the action was brought or, if no action was brought, any court of competent jurisdiction, determines upon application, that the person is fairly and reasonably entitled to indemnity for such portion of the settlement and expenses as the court deems proper.

        Section 723 of the NYBCL provides that a director who has been successful, on the merits or otherwise, in the defense of a civil or criminal action of the character set forth in Section 722 is entitled to indemnification as permitted in such section. Section 724 of the NYBCL permits a court to award the indemnification required by Section 722.

        The certificates of incorporation of Adam Transportation Service, Inc., Associated Ambulance Service, Inc., Five Counties Ambulance Service, Inc., Park Ambulance Service, Inc., and Sunrise Handicap Transport Corp. do not contain specific provisions relating to indemnification.

        The by-laws of Adam Transportation Service, Inc., Associated Ambulance Service, Inc., Five Counties Ambulance Service, Inc., Park Ambulance Service, Inc., and Sunrise Handicap Transport Corp. do not contain specific provisions relating to indemnification.

        EMSC has a Directors and Officers Liability Insurance Policy which insures the directors and officers of its subsidiaries and affiliates, including Adam Transportation Service, Inc., Associated Ambulance Service, Inc., Five Counties Ambulance Service, Inc., Park Ambulance Service, Inc., and Sunrise Handicap Transport Corp., against liability incurred in their capacities as directors and officers, subject to customary limitations.

OHIO

Physicians & Surgeons Ambulance Service, Inc is incorporated under the laws of the State of Ohio.

        Section 1701.13(E)(1) of the Ohio Revised Code provides that a corporation may indemnify or agree to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, member, manager, or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, or other enterprise, against expenses, including attorney's fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by the director or officer in connection with such proceeding if the director or officer acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that this conduct was unlawful. Section 1701.13(E)(2) of the Ohio Revised Code provides that in connection with any threatened, pending, or completed proceeding, by or in the right of the corporation to procure a judgment in its favor, no indemnification shall be made (subject to certain exceptions) if: (a) such person shall have been adjudged to be liable for negligence or misconduct in the performance of the person's duty to the corporation unless and only to the extent that the court in which the proceeding was brought shall determine upon application that, despite the adjudication of liability, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as such court shall deem proper; or (b) the only liability asserted against a director in a proceeding is for the director voting for or assenting to the

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following: the payment of a dividend or distribution, the making of a distribution of assets to shareholders, or the purchase or redemption of the corporation's own shares in violation of Ohio law or the corporation's articles of incorporation; a distribution of assets to shareholders during the winding up of the affairs of the corporation, or on dissolution or otherwise, without the payment of all known obligations of the corporation or without making adequate provision for their payment; or the making of a loan, other than in the usual course of business, to an officer, director or shareholder of the corporation other than in the case of at the time of the making of the loan, a majority of the disinterested directors of the corporation voted for the loan and taking into account the terms and provisions of the loan and other relevant factors, determined that the making of the loan could reasonably be expected to benefit the corporation. Additionally, Section 1701(E)(3) of the Ohio Revised Code provides that, to the extent that a director, trustee, officer, employee, member, manager, or agent has been successful on the merits or otherwise in defense of any action, suit, or proceeding, or in defense of any claim, issue, or matter therein, the corporation must indemnify him against expenses, including attorney's fees, actually and reasonably incurred by him in connection with the action, suit, or proceeding.

        Section 1701.59(D) of the Ohio Revised Code provides that, unless otherwise provided in the articles of incorporation or bylaws, a director shall be liable in damages for any action that the director takes or fails to take as a director only if it is proved by clear and convincing evidence in a court of competent jurisdiction that the director's action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the corporation or undertaken with reckless disregard for the best interests of the corporation.

        Neither the Articles of Incorporation nor the By-Laws of Physicians & Surgeons Ambulance Service, Inc. contains any provisions regarding indemnification. As a result, the general provisions of the Ohio Revised Code described above apply.

OREGON

American Medical Response Northwest, Inc. is incorporated under the laws of the State of Oregon.

        Sections 60.387 through 60.414 of the Oregon Business Corporation Act (the "OBCA"), subject to the limitations and procedures contained therein, provide for mandatory and discretionary indemnification of a corporation's directors, officers and other personnel, and related matters.

        Section 60.391 of the OBCA provides, in relevant part, that a corporation may indemnify any director who is made a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if (i) the conduct of the individual was in good faith, (ii) the individual reasonably believed that the individual's conduct was in the best interests of the corporation, or at least not opposed to its best interests, and (iii) in the case of any criminal proceeding, the individual had no reasonable cause to believe the individual's conduct was unlawful; provided, however, that the corporation may not indemnify an individual if (i) in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation or (ii) in connection with any other proceeding charging improper personal benefit to the director in which the individual was adjudged liable on the basis that personal benefit was improperly received by the director. Indemnification permitted in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred.

        Section 60.394 of the OBCA provides that, unless otherwise limited by its articles of incorporation, a corporation shall indemnify any director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because of being a director of the corporation against reasonable expenses incurred by the director in connection with the proceeding.

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        In addition, Section 60.407 of the OBCA provides, in relevant part, that, unless a corporation's articles of incorporation provide otherwise, any officer is entitled to such indemnification and is entitled to apply for court-ordered indemnification, in each case to the same extent as a director under Section 60.394. Section 60.407 of the OBCA further provides that the corporation may indemnify and advance expenses to an officer, employee, fiduciary or agent of the corporation to the same extent as a director.

        Section 60.047 of the OBCA provides that a corporation may in its articles of incorporation eliminate or limit the personal liability of a director to the corporation or its shareholders for monetary damages for conduct as a director except for liability: (i) for any breach of the director's duty of loyalty to the corporation or its shareholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) for any unlawful distribution under Section 60.367 of the OBCA (pertaining to certain prohibited acts including unlawful distributions); or (iv) for any transaction from which the director derived an improper personal benefit. The articles of incorporation of American Medical Response Northwest, Inc. do not make any provisions for the indemnification of its directors and officers or otherwise eliminate or limit the personal liability of a director to the corporation or its shareholders for monetary damages for conduct as a director.

        Section 60.397 of the OBCA provides that a corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if (i) the director furnishes the corporation a written affirmation of the director's good faith belief that the director has met the standard of conduct described in ORS 60.391; and (ii) the director furnishes the corporation a written undertaking, executed personally or on the director's behalf, to repay the advance if it is ultimately determined that the director did not meet the standard of conduct. The undertaking required by clause (ii) of the preceding sentence must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment. Any authorization for advancement of expenses may be made by provision in the articles of incorporation, or bylaws, by a resolution of the shareholders or board of directors or by contract.

        Section 60.401 of the OBCA provides that, unless otherwise limited by a corporation's articles of incorporation, a director who is party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. The court may order indemnification if it determines that: (1) the director is entitled to mandatory indemnification under Section 60.394 of the OBCA, in which case the court shall also order the corporation to pay such director's reasonable expenses incurred to obtain court-ordered indemnification; or (2) the director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director met the standard of conduct set forth in Section 60.391 of the OBCA or was adjudged liable as described in Section 60.391, whether the liability is based on a judgment, settlement or proposed settlement or otherwise.

        In addition, Section 60.411 of the OBCA provides that a corporation may maintain liability insurance for the benefit of its directors and officers even if the corporation has no power to indemnify the individual under Sections 60.391 or 60.394 of the OBCA.

PENNSYLVANIA

Each of American Medical Response Mid-Atlantic, Inc. and Reimbursement Technologies, Inc. is incorporated under the laws of the State of Pennsylvania.

        American Medical Response Mid-Atlantic, Inc. and Reimbursement Technologies, Inc. are corporations incorporated in the Commonwealth of Pennsylvania and subject to the Pennsylvania Business Corporation Law (the "PABCL").

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        Pursuant to Sections 1741-1743 of the PABCL, a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding (i) if such person acted in good faith and in a manner that person reasonably believed to be in or not opposed to the best interests of the corporation and (ii) with respect to any criminal action or proceeding, if he or she had no reasonable cause to believe such conduct was unlawful. In actions brought by or in the right of the corporation, a corporation may indemnify such person against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner that person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made in respect of any claim, issue or matter as to which that person shall have been adjudged to be liable for negligence or misconduct in performance of his duty to the corporation unless, and only to the extent that, the court of common pleas or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person in fairly and reasonably entitled to indemnification for such expenses which the court of common pleas or such other court shall deem proper. A Pennsylvania corporation is required to indemnify a director, officer, employee or agent against expenses actually and reasonably incurred to the extent that such person is successful in defending a lawsuit brought against him or her by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation.

        Section 1746 of the PABCL provides that the foregoing provisions shall not be deemed exclusive of any other rights to which a person seeking indemnification may be entitled under, among other things, any by-law provision, provided that no indemnification may be made in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness.

        The certificate of incorporation of AMR Mid-Atlantic, Inc. exonerates directors from personal liability for monetary damages for any action or failure to act, in their capacity as directors, unless the action or failure to act was a breach of fiduciary duty and constitutes self-dealing, willful misconduct or recklessness, or unless the liability arises under a criminal statute or is for the payment of taxes. The by-laws of AMR Mid-Atlantic, Inc. do not include any indemnification provisions.

        The certificate of incorporation of Reimbursement Technologies, Inc. does not contain any reference to the liability (or limitation of liability) of the directors. The bylaws of Reimbursement Technologies, Inc. provide that no present or past director shall be personally liable for monetary damages for any action or failure to act unless the action or failure to act was a breach of fiduciary duty and constitutes self-dealing, willful misconduct or recklessness, or unless the liability arises under a criminal statute or is for the payment of taxes.

TEXAS

Each of Clinical Partners Management Company, LLC, Emergency Medicine Education Systems, Inc., Florida Emergency Partners, Inc., MedAssociates, LLC and ProvidaCare, L.L.C. is organized under the laws of the State of Texas.

        As entities organized in the State of Texas, Emergency Medicine Education Systems, Inc., Florida Emergency Partners, Inc., Providacare, L.L.C., Clinical Partners Management Company, LLC and MedAssociates, LLC are subject to the Texas Business Organizations Code ("TBOC"). Section 8.101 of

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the TBOC authorizes a Texas corporation to indemnify a person who was, is, or is threatened to be made a named defendant or respondent in a proceeding, including any threatened, pending or completed action or proceeding, or appeal thereof, whether civil, criminal, administrative, arbitrative, or investigative because the person is or was a director. The TBOC provides that unless a court of competent jurisdiction determines otherwise, indemnification is permitted only if it is determined that the person (1) acted in good faith; (2) reasonably believed (a) in the case of conduct in his official capacity as a director of the corporation, that his conduct was in the corporation's best interests; and (b) in all other cases, that his conduct was not opposed to the corporation's best interests; and (3) in the case of any criminal proceeding, had no reasonable cause to believe his conduct was unlawful. A person may be indemnified under Section 8.101 of the TBOC against judgments, penalties (including excise and similar taxes), fines, settlements, and reasonable expenses actually incurred by the person (including court costs and attorneys' fees), but if the person is found liable to the corporation or is found liable on the basis that personal benefit was improperly received by him, the indemnification is limited to reasonable expenses actually incurred and shall not be made in respect of any proceeding in which the person has been found liable for willful or intentional misconduct in the performance of his duty to the corporation. A corporation is obligated under Section 8.051 of the TBOC to indemnify a director or officer against reasonable expenses incurred by him in connection with a proceeding in which he is a named defendant or respondent because he is or was a director or officer if he has been wholly successful, on the merits or otherwise, in the defense of the proceeding. Under Sections 8.105 and 8.151 of the TBOC a corporation may (1) indemnify and advance expenses to an officer, employee, agent or other persons who are or were serving at the request of the corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another entity to the same extent that it may indemnify and advance expenses to its directors, (2) indemnify and advance expenses to directors and such other persons identified in (1) to such further extent, consistent with law, as may be provided in the corporation's certificate of formation, bylaws, action of its board of directors, or contract or as permitted by common law and (3) purchase and maintain insurance or another arrangement on behalf of directors and such other persons identified in (1) against any liability asserted against him and incurred by him in such a capacity or arising out of his status as such a person.

        The Articles of Incorporation and By-laws of Florida Emergency Partners, Inc. provide for the indemnification of directors and officers from any liabilities, costs and expenses incurred by them in such capacities to the fullest extent permitted by the TBOC. The company may also provide liability insurance for directors and officers to the fullest extent permitted by the TBOC. The Articles of Incorporation provide that a director will not be liable to the company or its shareholders for monetary damages for an act or omission in his capacity as a director, except for (i) a breach by the director of his duty of loyalty to the company or its shareholders, (2) an act or omission not in good faith that is a breach of a duty of the director to the company or an act or omission that involves intentional misconduct or knowing violation of law, (3) a transaction from which the director received improper benefit, or (4) an act or omission for which the liability of such director is expressly provided by applicable statute. The rights of indemnification and reimbursement provided for in the company's Articles of Incorporation and By-laws are not exclusive of any other rights any director or officer may be entitled to under agreement, vote of shareholders or as a matter of law.

        The By-laws of Emergency Medicine Education Systems, Inc. provide for the indemnification of persons for whom indemnification is permitted by the TBOC, and such indemnification is to be to the fullest extent permissible under the TBOC. The company may also purchase indemnification insurance as the board of directors determines. The Articles of Incorporation of the company provide that no director will be held liable to the company or its shareholders for monetary damages due to a breach of fiduciary duty, unless the breach is a result of self-dealing, intentional misconduct or illegal actions.

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        Section 101.402 of the TBOC authorizes a limited liability company to indemnify a person, including the members, managers and officers of the limited liability company, pay in advance or reimburse expenses incurred by a person, and purchase and maintain liability insurance for such persons. The company agreement of a limited liability company may expand or restrict any duties, including fiduciary duties, and related liabilities that a member, manager, officer or other person has to the company or to another member or manager of the company.

        The Company Agreement of Clinical Partners Management Company, LLC provides that any person threatened or made party to any proceeding, or any appeal thereof, because that person is or was a member or manager of the company or while that person is serving at the request of the company as a manager, director, officer, partner, venturer, proprietor, trustee, employee, agent or similar position of another entity, shall be indemnified by the company to the fullest extent permitted by the TBOC. The company may also, by action of the managers, indemnify and advance expenses to any officer, employee or agent of the company to the same extent and under the same conditions under which it may indemnify and advance expenses to managers. The company may indemnify and advance expenses to persons who are not or were not managers, officers, employee or agents of the company but who are or were serving at the request of the company as a manager, director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary, of another entity, against liability incurred by him in his capacity as such, and to the same extent that the company indemnifies and advances expenses to managers. The right of indemnification conferred under the Company Agreement includes the right to be paid or reimbursed reasonable expenses by the company in advance of the final disposition of the proceeding and without any determination as to the person's ultimate entitlement to indemnification; provided that advance payment of any such amounts will be made only upon delivery to the company of a written affirmation from such person affirming his good faith belief that he has met the required standard of conduct and that he undertakes to repay any such advanced amounts if it is ultimately determined that he is not entitled to indemnification. The right to indemnification or advancement of expenses conferred under the Company Agreement is not exclusive to any other rights to which a member, manager or indemnified person may have under law, provision of the company's Certificate of Formation, agreement or vote of disinterested managers.

        The Articles of Organization of Providacare, L.L.C. provide that the company will indemnify any person threatened or made party in a proceeding because the person was a manager or officer of the company or such person is or was serving at the company's request as a manager, officer, partner, venturer, proprietor, trustee, employee, agent or similar function, of another entity. Such indemnification is to be to the fullest extent permissible under the TBOC and law. The company may also indemnify any other person to the fullest extent permitted by law. The Limited Liability Company Agreement provides that the company will indemnify a member for any act by the member regarding company matters, except for fraud, gross negligence or an intentional breach of the company's Limited Liability Company Agreement. If a claim for indemnification or advancement of expenses is not paid by the company within ninety days, such person may sue the company to recover the claim and if the suit on the claim is successful the person will also be entitled to his expenses of prosecuting the claim. Any claim for indemnification or advancement of expenses may be defended by the defense that such indemnification or advancement of expenses are not permitted by the TBOC, but the company has the burden of proving this defense. In the event of the death of any person having a right of indemnification under the Articles of Organization, that right will inure to the benefit of such person's heirs, executors, administrators and personal representatives. The rights conferred to such persons are not exclusive of any other rights such person may have under any statute, bylaw, agreement or resolution of the members or managers.

        The Articles of Organization of MedAssociates, LLC provide that the company will indemnify a member, including such members' heirs, executors and administrators, in connection with any action, suit or other proceeding to which the member may be made a party because such member was a

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member of the company. The members are entitled to the fullest indemnification allowed by law. Except as otherwise provided by the company's governing documents and as permitted by law, a member will be liable to the company for (i) a breach of a member's duty of loyalty to the company and the other members, (ii) an act or omission that was taken in bad faith and which constitutes a breach of the member's duty to the company by an act that is grossly negligent, malicious, or intentional, or a knowing violation of law, (iii) a transaction in which the member received an improper benefit to the detriment of the company or its members whether or not the benefit resulted from an action taken within the scope of the member's office, and (iv) an act or omission for which the member is expressly liable at law for which indemnification is not allowed. A member will not be liable to the extent permitted by Texas law limiting the liability of a member or of a director of a corporation. A member will have any other rights or limitations of liability or indemnity to which a member may be entitled under any other provisions in the company's governing documents, by contract or agreement, vote of members or disinterested members of the company, or otherwise. The Amended and Restated Company Agreement of MedAssociates, LLC provides that the member and any legal representative of the member shall be indemnified to the fullest extent permitted by the TBOC, and that, pursuant to a resolution by the member, any officer, employee or agent of the company may be indemnified to the same extent and subject to the same conditions as a member.

VIRGINIA

Each of BestPractices, Inc. ("BestPractices") and Tidewater Ambulance Service, Inc. ("Tidewater") is incorporated under the laws of the State of Virginia.

        The Virginia Stock Corporation Act ("VASCA") empowers a corporation to indemnify an individual made a party to a proceeding because he is or was a director against liability incurred in the proceeding if: (i) he conducted himself in good faith; (ii) he believed (1) in the case of conduct in his official capacity with the corporation, that his conduct was in its best interests and (2) in all other cases, that his conduct was at least not opposed to its best interests; and (iii) in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. A corporation may not indemnify a director (i) in connection with a proceeding by or in the right of the corporation except for reasonable expenses incurred in connection with the proceeding if it is determined that the director has met the relevant standard in the preceding sentence; or (ii) in connection with any other proceeding charging improper personal benefit to the director, whether or not involving action in his official capacity, in which he was adjudged liable on the basis that personal benefit was improperly received by him. Unless limited by its articles of incorporation, a corporation must indemnify a director who entirely prevails in the defense of any proceeding to which he was a party because he is or was a director of the corporation against reasonable expenses incurred by him in connection with the proceeding. Under the VASCA, a corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of the final disposition of the proceeding if: (i) the director furnishes the corporation a written affirmation of his good faith belief that he has met the standard of conduct described in Section 13.1-697 of the VASCA; and (ii) the director furnishes the corporation an undertaking, executed personally or on his behalf, to repay the advance if the director is not entitled to mandatory indemnification under Section 13.1-698 of the VASCA and it is ultimately determined that he did not meet the relevant standard of conduct under the VASCA. Unless a corporation's articles of incorporation provide otherwise, the corporation may indemnify and advance expenses to an officer of the corporation to the same extent as to a director, and an officer is entitled to mandatory indemnification to the same extent as a director. A corporation may also purchase and maintain on behalf of a director or officer insurance against liabilities incurred in such capacities, whether or not the corporation would have the power to indemnify him against the same liability under the VASCA.

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        Section 13.1-692.1 of the VASCA provides that in any proceeding brought by or in the right of a corporation or brought by or on behalf of shareholders of the corporation, the damages assessed against an officer or director arising out of a single transaction, occurrence or course of conduct shall not exceed the lesser of: (1) the monetary amount, including the elimination of liability, specified in the articles of incorporation or, if approved by the shareholders, in the bylaws as a limitation on or elimination of the liability of the officer or director; or (2) the greater of (i) $100,000 or (ii) the amount of cash compensation received by the officer or director from the corporation during the twelve months immediately preceding the act or omission for which liability was imposed. The liability of an officer or director shall not be limited if the officer or director engaged in willful misconduct or a knowing violation of the criminal law or of any federal or state securities law, including, without limitation, any claim of unlawful insider trading or manipulation of the market for any security. No limitation on or elimination of liability adopted pursuant to Section 13.1-692.1 of the VASCA may be affected by any amendment of the articles of incorporation or bylaws with respect to any act or omission occurring before such amendment.

        The Articles of Incorporation of BestPractices limit the personal liability of the directors and officers of the corporation to fullest extent permitted by the VASCA.

        The Articles of Incorporation of BestPractices provide that the corporation shall indemnify, to the full extent permitted by the VASCA, any director of the corporation or person who is serving in such capacity at another entity at the request of BestPractices (each a "Director") and permits indemnification of officers, employees and other agents of the corporation to the extent authorized by the directors of the corporation. Further, the Bylaws of BestPractices provide that the corporation shall indemnify, to the fullest extent permitted by applicable law, any person who is a director, officer or legal representative of a director or officer of the corporation or who is serving in such capacity at another entity at the request of the corporation. The Articles of Incorporation and Bylaws provide that the corporation shall advance expenses incurred by such persons, provided that they undertake to repay all advancements if it is ultimately determined that they are not entitled to indemnification. The Articles of Incorporation further require that a written statement of the individual's good faith belief that any standard of conduct that is a prerequisite of entitlement to indemnification is met be provided by such person. The Bylaws provide that if a claim for indemnification is not paid within sixty days, then such person may file suit for the unpaid amount, and the corporation bears the burden of proving that such person is not entitled to indemnification. The Articles of Incorporation and Bylaws provide that the right to indemnification is not exclusive of any other rights to which a person may be entitled under any statute, provision of the Articles of Incorporation or Bylaws, agreement, vote of stockholders or disinterested directors or otherwise. The Bylaws provide that the corporation's obligation, if any, to indemnify any person who was or is serving at its request as a director or officer of another entity shall be reduced by any amount such person may collect as indemnification from that other entity. The Bylaws provide that BestPractices shall be required to indemnify such person in connection with a proceeding commenced by the person only if the proceeding was authorized by the board of directors of the corporation.

        The Bylaws of Tidewater provide that the corporation shall indemnify, to the fullest extent permitted by applicable law, any director or officer of the corporation. The board of directors is empowered, by majority vote of a quorum of disinterested directors, to contract in advance to indemnify any director, officer, employee or agent of the corporation or any person serving as a director, officer, employee, or agent at another entity at the request of the corporation. Tidewater shall advance expenses incurred by such persons. Tidewater may purchase and maintain insurance to indemnify it against the whole or any portion of the liability assumed by it and may also procure insurance, in such amounts as the board of directors may determine, on behalf of any director, officer, employee, or agent of another entity, against any liability asserted against or incurred by such person in

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any such capacity, whether or not the corporation would have power to indemnify him against such liability under the Bylaws.

        The Bylaws of Tidewater limit the personal liability of the corporation's directors and officers for breach of fiduciary duty, provided that they have not engaged in (i) any breach of a duty of loyalty to the corporation, (ii) acts or omissions not in good faith or which involve willful misconduct or a knowing violation of law, or (iii) any transactions from which the director or officer derived an improper or personal benefit.

WISCONSIN

Kutz Ambulance Service, Inc. (the "Wisconsin Corporation") is incorporated under the laws of the State of Wisconsin.

        Under Section 180.0851(1) of the Wisconsin Business Corporation Law, or the WBCL, the Wisconsin corporation is required to indemnify its directors and officers, to the extent that he or she has been successful on the merits or otherwise in the defense of a proceeding, for all reasonable expenses incurred in the proceeding if the director or officer was a party because he or she is a director or officer of the corporation. In other cases, under Section 180.0851(2) of the WBCL, the Wisconsin Corporation is nevertheless required to indemnify its directors and officers, unless liability was incurred because the director or officer breached or failed to perform a duty that he or she owes to the corporation and the breach or failure to perform constitutes any of the following: (i) a willful failure to deal fairly with the corporation or its shareholders in connection with a matter in which the director or officer has a material conflict of interest; (ii) a violation of the criminal law, unless the director or officer had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful; (iii) a transaction from which the director or officer derived an improper personal profit; or (iv) willful misconduct. In addition, Section 180.0858(1) of the WBCL provides that, subject to certain limitations, the director or officer may have additional rights to indemnification or allowance of expenses under the corporation's articles of incorporation, by-laws or other written agreement.

        The by-laws of the Wisconsin Corporation provide that it will indemnify a director, officer or employee of the Wisconsin Corporation to the extent required by the WBCL. The by-laws further provide that it will pay or reimburse, within ten (10) days after receipt of a written request by the director or officer party to a proceeding, the reasonable expenses incurred by the director or officer provided the director or officer furnishes to the Wisconsin Corporation a written affirmation of his or her good faith belief that he or she has not breached or failed to perform his or her duties to the Wisconsin Corporation and a written undertaking to repay the advance to the extent it is determined indemnification is not required, will not be provided, or is not ordered by a court. The articles of incorporation of the Wisconsin Corporation do not contain any provisions regarding the indemnification of officers or directors.

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ITEM 21.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

        Exhibits.

        The following exhibits are included as exhibits to this Registration Statement.

Exhibit List

Exhibit Number		Description
	2.1	Agreement and Plan of Merger, among CDRT Acquisition Corporation, CDRT Merger Sub, Inc. and Emergency Medical Services Corporation, dated as of February 13, 2011 (Incorporated by reference to Exhibit 2.1 to Emergency Medical Services L.P.'s Form 8-K, dated February 17, 2011).
	2.2	Unitholders Agreement, dated as of February 13, 2011, among CDRT Holding Corporation, CDRT Merger Sub, Inc., Emergency Medical Services Corporation, Emergency Medical Services L.P., Onex Corporation, and the limited partners of Emergency Medical Services L.P. party thereto (Incorporated by reference to Exhibit 2.2 to Emergency Medical Services L.P.'s Form 8-K, dated February 17, 2011).
	3.1	Second Amended and Restated Certificate of Incorporation of Emergency Medical Services Corporation (Incorporated by reference to Exhibit 3.1 to Emergency Medical Service Corporation's Form 8-K, dated June 1, 2011).
	3.2	Second Amended and Restated By-Laws of Emergency Medical Services Corporation (Incorporated by reference to Exhibit 3.2 to Emergency Medical Service Corporation's Form 8-K, dated June 1, 2011).
	3.3	Articles of Incorporation of A1 Leasing, Inc.
	3.4	Bylaws of A1 Leasing, Inc.
	3.5	Articles of Incorporation of Abbott Ambulance, Inc.
	3.6	Bylaws of Abbott Ambulance, Inc.
	3.7	Articles of Organization of Access 2 Care, LLC.
	3.8	Operating Agreement for Access 2 Care, LLC.
	3.9	Certificate of Incorporation of Adam Transportation Service, Inc.
	3.10	Bylaws of Adam Transportation Service, Inc.
	3.11	Certificate of Incorporation of Affilion, Inc.
	3.12	Bylaws of Affilion, Inc.
	3.13	Articles of Incorporation of Air Ambulance Specialists, Inc.
	3.14	Bylaws of Air Ambulance Specialists, Inc.
	3.15	Certificate of Incorporation of Ambulance Acquisition, Inc.
	3.16	Bylaws of Ambulance Acquisition, Inc.
	3.17	Articles of Incorporation of American Emergency Physicians Management, Inc.
	3.18	Bylaws of American Emergency Physicians Management, Inc.
	3.19	Articles of Incorporation of American Investment Enterprises, Inc.
	3.20	Bylaws of American Investment Enterprises, Inc.

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Exhibit Number		Description
	3.21	Certificate of Incorporation of American Medical Pathways, Inc.
	3.22	Bylaws of American Medical Pathways, Inc.
	3.23	Certificate of Incorporation of American Medical Response Ambulance Service, Inc.
	3.24	Bylaws of American Medical Response Ambulance Service, Inc.
	3.25	Certificate of Formation of American Medical Response Delaware Valley, LLC.
	3.26	Limited Liability Company Agreement of American Medical Response Delaware Valley, LLC.
	3.27	Certificate of Incorporation of American Medical Response Holdings, Inc.
	3.28	Bylaws of American Medical Response Holdings, Inc.
	3.29	Certificate of Incorporation of American Medical Response Management, Inc.
	3.30	Bylaws of American Medical Response Management, Inc.
	3.31	Articles of Incorporation of American Medical Response Mid-Atlantic, Inc.
	3.32	Bylaws of American Medical Response Mid-Atlantic, Inc.
	3.33	Articles of Incorporation of American Medical Response Northwest, Inc.
	3.34	Bylaws of American Medical Response Northwest, Inc.
	3.35	Certificate of Incorporation of American Medical Response of Colorado, Inc.
	3.36	Bylaws of American Medical Response of Colorado, Inc.
	3.37	Certificate of Incorporation of American Medical Response of Connecticut, Incorporated.
	3.38	Bylaws of American Medical Response of Connecticut, Incorporated.
	3.39	Certificate of Incorporation of American Medical Response of Georgia, Inc.
	3.40	Bylaws of American Medical Response of Georgia, Inc.
	3.41	Certificate of Incorporation of American Medical Response of Illinois, Inc.
	3.42	Bylaws of American Medical Response of Illinois, Inc.
	3.43	Articles of Incorporation of American Medical Response of Inland Empire.
	3.44	Bylaws of American Medical Response of Inland Empire.
	3.45	Articles of Incorporation of American Medical Response of Massachusetts, Inc.
	3.46	Bylaws of American Medical Response of Massachusetts, Inc.
	3.47	Certificate of Incorporation of American Medical Response of North Carolina, Inc.
	3.48	Bylaws of American Medical Response of North Carolina, Inc.
	3.49	Certificate of Incorporation of American Medical Response of Oklahoma, Inc.
	3.50	Bylaws of American Medical Response of Oklahoma, Inc.
	3.51	Certificate of Incorporation of American Medical Response of South Carolina, Inc.
	3.52	Bylaws of American Medical Response of South Carolina, Inc.
	3.53	Articles of Incorporation of American Medical Response of Southern California.

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Exhibit Number		Description
	3.54	Bylaws of American Medical Response of Southern California.
	3.55	Certificate of Incorporation of American Medical Response of Tennessee, Inc.
	3.56	Bylaws of American Medical Response of Tennessee, Inc.
	3.57	Certificate of Incorporation of American Medical Response of Texas, Inc.
	3.58	Bylaws of American Medical Response of Texas, Inc.
	3.59	Articles of Incorporation of American Medical Response West.
	3.60	Bylaws of American Medical Response West.
	3.61	Certificate of Incorporation of American Medical Response, Inc.
	3.62	Bylaws of American Medical Response, Inc.
	3.63	Certificate of Formation of AMR Brockton, L.L.C.
	3.64	Limited Liability Company Agreement of AMR Brockton, L.L.C.
	3.65	Certificate of Incorporation of AMR HoldCo, Inc.
	3.66	Bylaws of AMR HoldCo, Inc.
	3.67	Certificate of Formation of Apex Acquisition LLC.
	3.68	Limited Liability Company Agreement of Apex Acquisition LLC.
	3.69	Certificate of Incorporation of Arizona Oasis Acquisition, Inc.
	3.70	Bylaws of Arizona Oasis Acquisition, Inc.
	3.71	Certificate of Incorporation of Associated Ambulance Service, Inc.
	3.72	Bylaws of Associated Ambulance Service, Inc.
	3.73	Certificate of Incorporation of Atlantic Ambulance Services Acquisition, Inc.
	3.74	Bylaws of Atlantic Ambulance Services Acquisition, Inc.
	3.75	Certificate of Incorporation of Atlantic/Key West Ambulance, Inc.
	3.76	Bylaws of Atlantic/Key West Ambulance, Inc.
	3.77	Certificate of Incorporation of Atlantic/Palm Beach Ambulance, Inc.
	3.78	Bylaws of Atlantic/Palm Beach Ambulance, Inc.
	3.79	Articles of Incorporation of BestPractices, Inc.
	3.80	Bylaws of BestPractices, Inc.
	3.81	Articles of Incorporation of Blythe Ambulance Service.
	3.82	Bylaws of Blythe Ambulance Service.
	3.83	Certificate of Incorporation of Broward Ambulance, Inc.
	3.84	Bylaws of Broward Ambulance, Inc.
	3.85	Certificate of Formation of Clinical Partners Management Company, LLC.
	3.86	Company Agreement of Clinical Partners Management Company, LLC.
	3.87	Articles of Incorporation of Desert Valley Medical Transport, Inc.

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Exhibit Number		Description
	3.88	Bylaws of Desert Valley Medical Transport, Inc.
	3.89	Certificate of Incorporation of EHR Management Co.
	3.90	Bylaws of EHR Management Co.
	3.91	Certificate of Incorporation of EmCare Anesthesia Providers, Inc.
	3.92	Bylaws of EmCare Anesthesia Providers, Inc.
	3.93	Certificate of Incorporation of EmCare HoldCo, Inc.
	3.94	Bylaws of EmCare HoldCo, Inc.
	3.95	Certificate of Incorporation of EmCare Holdings, Inc.
	3.96	Bylaws of EmCare Holdings, Inc.
	3.97	Articles of Incorporation of EmCare of California, Inc.
	3.98	Bylaws of EmCare of California, Inc.
	3.99	Articles of Incorporation of EmCare Physician Providers, Inc.
	3.100	Bylaws of EmCare Physician Providers, Inc.
	3.101	Certificate of Incorporation of EmCare Physician Services, Inc.
	3.102	Bylaws of EmCare Physician Services, Inc.
	3.103	Certificate of Incorporation of EmCare, Inc.
	3.104	Bylaws of EmCare, Inc.
	3.105	Certificate of Incorporation of Emergency Medical Services LP Corporation
	3.106	Bylaws of Emergency Medical Services LP Corporation
	3.107	Articles of Incorporation of Emergency Medicine Education Systems, Inc.
	3.108	Bylaws of Emergency Medicine Education Systems, Inc.
	3.109	Certificate of Formation of EMS Management LLC.
	3.110	Operating Agreement of EMS Management LLC.
	3.111	Certificate of Formation of EMS Offshore Medical Services, LLC.
	3.112	Operating Agreement of EMS Offshore Medical Services, LLC.
	3.113	Articles of Organization of EverRad, LLC.
	3.114	Operating Agreement of EverRad, LLC.
	3.115	Certificate of Incorporation of Five Counties Ambulance Service, Inc.
	3.116	Bylaws of Five Counties Ambulance Service, Inc.
	3.117	Articles of Incorporation of Florida Emergency Partners, Inc.
	3.118	Bylaws of Florida Emergency Partners, Inc.
	3.119	Articles of Incorporation of Fountain Ambulance Service, Inc.
	3.120	Bylaws of Fountain Ambulance Service, Inc.

II-43

Exhibit Number		Description
	3.121	Articles of Incorporation of Gold Coast Ambulance Service.
	3.122	Bylaws of Gold Coast Ambulance Service.
	3.123	Articles of Incorporation of Hank's Acquisition Corp.
	3.124	Bylaws of Hank's Acquisition Corp.
	3.125	Certificate of Incorporation of Healthcare Administrative Services, Inc.
	3.126	Bylaws of Healthcare Administrative Services, Inc.
	3.127	Articles of Incorporation of Hemet Valley Ambulance Service, Inc.
	3.128	Bylaws of Hemet Valley Ambulance Service, Inc.
	3.129	Articles of Incorporation of Herren Enterprises, Inc.
	3.130	Bylaws of Herren Enterprises, Inc.
	3.131	Articles of Incorporation of Holiday Acquisition Company, Inc.
	3.132	Bylaws of Holiday Acquisition Company, Inc.
	3.133	Certificate of Incorporation of International Life Support, Inc.
	3.134	Bylaws of International Life Support, Inc.
	3.135	Articles of Incorporation of Kutz Ambulance Service, Inc.
	3.136	Bylaws of Kutz Ambulance Service, Inc.
	3.137	Articles of Incorporation of LifeCare Ambulance Service, Inc.
	3.138	Bylaws of LifeCare Ambulance Service, Inc.
	3.139	Articles of Incorporation of LifeFleet Southeast, Inc.
	3.140	Articles of Organization of LifeFleet Southeast, Inc.
	3.141	Certificate of Incorporation of MedAssociates, LLC.
	3.142	Company Agreement of MedAssociates, LLC.
	3.143	Certificate of Incorporation of Medevac Medical Response, Inc.
	3.144	Bylaws of Medevac Medical Response, Inc.
	3.145	Certificate of Incorporation of Medevac MidAmerica, Inc.
	3.146	Bylaws of Medevac MidAmerica, Inc.
	3.147	Certificate of Incorporation of Medic One Ambulance Services, Inc.
	3.148	Bylaws of Medic One Ambulance Services, Inc.
	3.149	Articles of Incorporation of Medic One of Cobb, Inc.
	3.150	Bylaws of Medic One of Cobb, Inc.
	3.151	Articles of Incorporation of Medi-Car Ambulance Service, Inc.
	3.152	Bylaws of Medi-Car Ambulance Service, Inc.
	3.153	Articles of Incorporation of Medi-Car Systems, Inc.
	3.154	Bylaws of Medi-Car Systems, Inc.

II-44

Exhibit Number		Description
	3.155	Articles of Incorporation of MedicWest Ambulance, Inc.
	3.156	Bylaws of MedicWest Ambulance, Inc.
	3.157	Certificate of Incorporation of MedicWest Holdings, Inc.
	3.158	Bylaws of MedicWest Holdings, Inc.
	3.159	Articles of Incorporation of MedLife Emergency Medical Service, Inc.
	3.160	Bylaws of MedLife Emergency Medical Service, Inc.
	3.161	Articles of Incorporation of Mercy Ambulance of Evansville, Inc.
	3.162	Bylaws of Mercy Ambulance of Evansville, Inc.
	3.163	Articles of Incorporation of Mercy Life Care.
	3.164	Bylaws of Mercy Life Care.
	3.165	Articles of Incorporation of Mercy, Inc.
	3.166	Bylaws of Mercy, Inc.
	3.167	Certificate of Incorporation of Metro Ambulance Service (Rural), Inc.
	3.168	Bylaws of Metro Ambulance Service (Rural), Inc.
	3.169	Certificate of Incorporation of Metro Ambulance Service, Inc.
	3.170	Bylaws of Metro Ambulance Service, Inc.
	3.171	Certificate of Incorporation of Metro Ambulance Services, Inc.
	3.172	Bylaws of Metro Ambulance Services, Inc.
	3.173	Articles of Incorporation of Metropolitan Ambulance Service.
	3.174	Bylaws of Metropolitan Ambulance Service.
	3.175	Certificate of Incorporation of Midwest Ambulance Management Company.
	3.176	Bylaws of Midwest Ambulance Management Company.
	3.177	Articles of Organization of Mission Care of Illinois, LLC.
	3.178	Operating Agreement for Mission Care of Illinois, LLC.
	3.179	Articles of Organization of Mission Care of Missouri, LLC.
	3.180	Operating Agreement for Mission Care of Missouri, LLC.
	3.181	Articles of Organization of Mission Care Services, LLC.
	3.182	Operating Agreement for Mission Care Services, LLC.
	3.183	Certificate of Incorporation of Mobile Medic Ambulance Service, Inc.
	3.184	Bylaws of Mobile Medic Ambulance Service, Inc.
	3.185	Certificate of Formation of MSO Newco, LLC.
	3.186	Limited Liability Agreement of MSO Newco, LLC.
	3.187	Certificate of Incorporation of Nevada Red Rock Ambulance, Inc.

II-45

Exhibit Number		Description
	3.188	Bylaws of Nevada Red Rock Ambulance, Inc.
	3.189	Certificate of Incorporation of Nevada Red Rock Holdings, Inc.
	3.190	Bylaws of Nevada Red Rock Holdings, Inc.
	3.191	Articles of Organization of Northwood Anesthesia Associates, L.L.C.
	3.192	Operating Agreement of Northwood Anesthesia Associates, L.L.C.
	3.193	Articles of Incorporation of Paramed, Inc.
	3.194	Bylaws of Paramed, Inc.
	3.195	Certificate of Incorporation of Park Ambulance Service Inc.
	3.196	Bylaws of Park Ambulance Service Inc.
	3.197	Articles of Incorporation of Physician Account Management, Inc.
	3.198	Bylaws of Physician Account Management, Inc.
	3.199	Articles of Incorporation of Physicians & Surgeons Ambulance Service, Inc.
	3.200	Bylaws of Physicians & Surgeons Ambulance Service, Inc.
	3.201	Certificate of Incorporation of Pinnacle Consultants Mid-Atlantic, L.L.C.
	3.202	Limited Liability Company Agreement of Pinnacle Consultants Mid-Atlantic, L.L.C.
	3.203	Articles of Organization of ProvidaCare, L.L.C.
	3.204	Limited Liability Company Agreement of ProvidaCare, L.L.C.
	3.205	Certificate of Incorporation of Provider Account Management, Inc.
	3.206	Bylaws of Provider Account Management, Inc.
	3.207	Articles of Incorporation of Puckett Ambulance Service, Inc.
	3.208	Bylaws of Puckett Ambulance Service, Inc.
	3.209	Certificate of Incorporation of Radiology Staffing Solutions, Inc.
	3.210	Bylaws of Radiology Staffing Solutions, Inc.
	3.211	Certificate of Incorporation of Radstaffing Management Solutions, Inc.
	3.212	Bylaws of Radstaffing Management Solutions, Inc.
	3.213	Certificate of Incorporation of Randle Eastern Ambulance Service, Inc.
	3.214	Bylaws of Randle Eastern Ambulance Service, Inc.
	3.215	Certificate of Limited Partnership of Regional Emergency Services, L.P.
	3.216	Agreement of Limited Partnership of Regional Emergency Services, L.P.
	3.217	Articles of Incorporation of Reimbursement Technologies, Inc.
	3.218	Bylaws of Reimbursement Technologies, Inc.
	3.219	Articles of Incorporation of River Medical Incorporated.
	3.220	Bylaws of River Medical Incorporated.
	3.221	Certificate of Formation of Seawall Acquisition, LLC.

II-46

Exhibit Number		Description
	3.222	Operating Agreement of Seawall Acquisition, LLC.
	3.223	Certificate of Incorporation of Seminole County Ambulance, Inc.
	3.224	Bylaws of Seminole County Ambulance, Inc.
	3.225	Articles of Incorporation of Springs Ambulance Service, Inc.
	3.226	Bylaws of Springs Ambulance Service, Inc.
	3.227	Certificate of Incorporation of STAT Healthcare, Inc.
	3.228	Bylaws of STAT Healthcare, Inc.
	3.229	Certificate of Formation of Sun Devil Acquisition LLC.
	3.230	Limited Liability Company Agreement of Sun Devil Acquisition LLC.
	3.231	Certificate of Incorporation of Sunrise Handicap Transport Corp.
	3.232	Bylaws of Sunrise Handicap Transport Corp.
	3.233	Certificate of Incorporation of TEK Ambulance, Inc.
	3.234	Bylaws of TEK Ambulance, Inc.
	3.235	Articles of Incorporation of Templeton Readings, LLC.
	3.236	Operating Agreement of Templeton Readings, LLC.
	3.237	Articles of Incorporation of Tidewater Ambulance Service, Inc.
	3.238	Bylaws of Tidewater Ambulance Service, Inc.
	3.239	Articles of Incorporation of Troup County Emergency Medical Services, Inc.
	3.240	Bylaws of Troup County Emergency Medical Services, Inc.
	3.241	Articles of Incorporation of V.I.P. Professional Services, Inc.
	3.242	Bylaws of V.I.P. Professional Services, Inc.
	4.1	Form of 8.125% Senior Note due 2019 (Included in Exhibit 4.2 hereto).
	4.2	Indenture, dated May 25, 2011, by and between CDRT Merger Sub, Inc. and Wilmington Trust FSB (Incorporated by reference to Exhibit 4.1 to Emergency Medical Service Corporation's Form 8-K, dated June 1, 2011).
	4.3	First Supplemental Indenture, dated May 25, 2011, by and between CDRT Merger Sub, Inc. and Wilmington Trust FSB (Incorporated by reference to Exhibit 4.2 to Emergency Medical Service Corporation's Form 8-K, dated June 1, 2011).
	4.4	Second Supplemental Indenture, dated May 25, 2011, by and among Emergency Medical Services Corporation, the Subsidiary Guarantors named therein and Wilmington Trust FSB (Incorporated by reference to Exhibit 4.3 to Emergency Medical Service Corporation's Form 8-K, dated June 1, 2011).
	4.5	Exchange and Registration Rights Agreement, dated May 25, 2011, by and between CDRT Merger Sub, Inc. and Barclays Capital Inc., as representative of the Initial Purchasers named therein (Incorporated by reference to Exhibit 4.4 to Emergency Medical Service Corporation's Form 8-K, dated June 1, 2011).

II-47

Exhibit Number		Description
	4.6	Joinder Agreement to the Exchange and Registration Rights Agreement, dated May 25, 2011, by and among Emergency Medical Services Corporation, the Guarantors named therein and Barclays Capital Inc., as representative of the Initial Purchasers (Incorporated by reference to Exhibit 4.5 to Emergency Medical Service Corporation's Form 8-K, dated June 1, 2011).
	5.1	Opinion of Debevoise & Plimpton LLP.
	5.2	Opinion of Bryan Cave LLP as to certain matters of Arizona law.
	5.3	Opinion of Bryan Cave LLP as to certain matters of Illinois law.
	5.4	Opinion of Bryan Cave LLP as to certain matters of Missouri law.
	5.5	Opinion of Holme Roberts & Owen LLP as to certain matters of California law.
	5.6	Opinion of Holme Roberts & Owen LLP as to certain matters of Colorado law.
	5.7	Opinion of Greenberg Traurig LLP.
	5.8	Opinion of Richards, Layton & Finger P.A.
	5.9	Opinion of Brownstein Hyatt Farber Schreck, LLP.
	5.10	Opinion of Stoel Rives LLP.
	5.11	Opinion of Epstein, Becker & Green, P.C. as to certain matters of Maryland law.
	5.12	Opinion of Epstein, Becker & Green, P.C. as to certain matters of Virginia law.
	5.13	Opinion of Foley & Lardner LLP.
	5.14	Opinion of Dinsmore & Shohl LLP.
	5.15	Opinion of Cabaniss, Johnston, Gardner, Dumas & O'Neal LLP.
	5.16	Opinion of Goodsill Anderson Quinn & Stifel LLP.
	5.17	Opinion of Stewart & Irwin, P.C.
	10.1	Term Loan Credit Agreement, dated May 25, 2011, by and among CDRT Merger Sub, Inc., Deutsche Bank AG New York Branch, as administrative agent and collateral agent, and several lenders from time to time party thereto (Incorporated by reference to Exhibit 10.1 to Emergency Medical Service Corporation's Form 8-K, dated June 1, 2011).
	10.2	Term Loan Guarantee and Collateral Agreement, dated May 25, 2011, by and among CDRT Acquisition Corporation, Emergency Medical Services Corporation, certain Subsidiaries named therein and Deutsche Bank AG New York Branch, as collateral agent (Incorporated by reference to Exhibit 10.2 to Emergency Medical Service Corporation's Form 8-K, dated June 1, 2011).
	10.3	ABL Credit Agreement, dated May 25, 2011, by and among CDRT Merger Sub, Inc., Deutsche Bank AG New York Branch, as administrative agent and collateral agent, and several lenders from time to time party thereto (Incorporated by reference to Exhibit 10.3 to Emergency Medical Service Corporation's Form 8-K, dated June 1, 2011).
	10.4	ABL Guarantee and Collateral Agreement, dated May 25, 2011, by and among CDRT Acquisition Corporation, Emergency Medical Services Corporation, certain Subsidiaries named therein and Deutsche Bank AG New York Branch, as collateral agent (Incorporated by reference to Exhibit 10.4 to Emergency Medical Service Corporation's Form 8-K, dated June 1, 2011).

II-48

Exhibit Number			Description
	10.5		Intercreditor Agreement, dated May 25, 2011, by and between Deutsche Bank AG New York Branch, as ABL agent, and Deutsche Bank AG New York Branch, as Term Loan agent (Incorporated by reference to Exhibit 10.5 to Emergency Medical Service Corporation's Form 8-K, dated June 1, 2011).
	10.6		Consulting Agreement, dated May 25, 2011, by and among CDRT Holding Corporation, Emergency Medical Services Corporation and Clayton, Dubilier & Rice, LLC (Incorporated by reference to Exhibit 10.6 to Emergency Medical Service Corporation's Form 8-K, dated June 1, 2011).
	10.7		Indemnification Agreement, dated May 25, 2011, by and among CDRT Holding Corporation, Emergency Medical Services Corporation, Clayton, Dubilier & Rice Fund VIII, L.P., CD&R EMS Co-Investor,  L.P., CD&R Advisor Fund VIII Co-Investor, L.P., CD&R Friends and Family Fund VIII, L.P. and Clayton, Dubilier & Rice, LLC (Incorporated by reference to Exhibit 10.7 to Emergency Medical Service Corporation's Form 8-K, dated June 1, 2011).
	10.8		Indemnification Agreement, dated May 25, 2011, by and among CDRT Holding Corporation, Emergency Medical Services Corporation and Richard J. Schnall (Incorporated by reference to Exhibit 10.8 to Emergency Medical Service Corporation's Form 8-K, dated June 1, 2011).
	10.9		Indemnification Agreement, dated May 25, 2011, by and among CDRT Holding Corporation, Emergency Medical Services Corporation and Ronald A. Williams (Incorporated by reference to Exhibit 10.9 to Emergency Medical Service Corporation's Form 8-K, dated June 1, 2011).
	10.10		Indemnification Agreement, dated May 25, 2011, by and among CDRT Holding Corporation, Emergency Medical Services Corporation and William A. Sanger (Incorporated by reference to Exhibit 10.10 to Emergency Medical Service Corporation's Form 8-K, dated June 1, 2011).
	10.11		Indemnification Agreement, dated May 25, 2011, by and among CDRT Holding Corporation, Emergency Medical Services Corporation and Kenneth A. Giureceo (Incorporated by reference to Exhibit 10.11 to Emergency Medical Service Corporation's Form 8-K, dated June 1, 2011).
	10.12	†	Employment Agreement, dated December 6, 2004, between William A. Sanger and Emergency Medical Services Corporation (Incorporated by reference to Exhibit 10.1 of the Company's Registration Statement on Form S-1 filed August 2, 2005).
	10.13	†	Amendment to Employment Agreement, dated January 1, 2009, between William A. Sanger and Emergency Medical Services Corporation (Incorporated by reference to Exhibit 10.1.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 2008).
	10.14	†	Amendment to Employment Agreement, dated March 12, 2009, between William A. Sanger and Emergency Medical Services Corporation (Incorporated by reference to Exhibit 10.1.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2009).
	10.15	†	Letter agreement, dated May 25, 2011, between William A. Sanger and CDRT Holding Corporation (Incorporated by reference to Exhibit 10.12 of the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2011).
	10.16	†	Employment Agreement, dated as of February 10, 2005, between Randel G. Owen and Emergency Medical Services L.P., and assignment to Emergency Medical Services Corporation (Incorporated by reference to Exhibit 10.3 of the Company's Registration Statement on Form S-1 filed August 2, 2005).
	10.17	†	Amendment to Employment Agreement, dated January 1, 2009, between Randel G. Owen and Emergency Medical Services Corporation (Incorporated by reference to Exhibit 10.3.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 2009).

II-49

Exhibit Number			Description
	10.18	†	Amendment to Employment Agreement, dated March 12, 2009, between Randel G. Owen and Emergency Medical Services Corporation (Incorporated by reference to Exhibit 10.3.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2009).
	10.19	†	Amendment to Employment Agreement, dated May 18, 2010, between Randel G. Owen and Emergency Medical Services Corporation (Incorporated by reference to Exhibit 10.3.3 of the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2010).
	10.20	†	Letter agreement, dated May 25, 2011, between Randel G. Owen and CDRT Holding Corporation (Incorporated by reference to Exhibit 10.13 of the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2011).
	10.21	†	Employment Agreement, dated as of February 10, 2005, between Todd Zimmerman and Emergency Medical Services L.P., and assignment to Emergency Medical Services Corporation (Incorporated by reference to Exhibit 10.4 of the Company's Registration Statement on Form S-1 filed August 2, 2005).
	10.22	†	Amendment to Employment Agreement, dated January 1, 2009, between Todd Zimmerman and Emergency Medical Services Corporation (Incorporated by reference to Exhibit 10.4.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 2009).
	10.23	†	Amendment to Employment Agreement, dated March 16, 2009, between Todd Zimmerman and Emergency Medical Services Corporation (Incorporated by reference to Exhibit 10.4.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2009).
	10.25	†	Amendment to Employment Agreement, dated April 1, 2010, between Todd Zimmerman and Emergency Medical Services Corporation (Incorporated by reference to Exhibit 10.4.3 of the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2010).
	10.26	†	Letter agreement, dated May 25, 2011, between Mark E. Bruning and CDRT Holding Corporation (Incorporated by reference to Exhibit 10.14 of the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2011).
	10.27	†	Amended and Restated Employment Agreement by and between American Medical Response, Inc. and Mark Bruning, dated as of May 4, 2009 (Incorporated by reference to Exhibit 10.19 of the Company's Quarterly Report on Form 10-Q for the quarter ended August 4, 2009).
	10.28	†	Amendment to Employment Agreement, dated March 16, 2010, between Mark Bruning and American Medical Response, Inc. (Incorporated by reference to Exhibit 10.19.1 of the Company's Quarterly Report on Form 10-Q for the quarter ended August 5, 2010).
	10.29	†	Employment Agreement, dated August 24, 2005, between Steve W. Ratton, Jr. and Emergency Medical Services Corporation (Incorporated by reference to Exhibit 10.15 of the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2011).
	10.30	†	EMSC Deferred Compensation Plan (incorporated by reference to Exhibit 4.1 of the Company's Registration Statement on Form S-8 filed June 24, 2010).
	10.31	†	CDRT Holding Corporation Stock Incentive Plan (Incorporated by reference to Exhibit 10.16 of the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2011).
	10.32	†	Form of Option Agreement (Rollover Options) (Incorporated by reference to Exhibit 10.17 of the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2011).

II-50

Exhibit Number			Description
	10.33	†	Form of Option Agreement (Matching and Position Options) (Incorporated by reference to Exhibit 10.18 of the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2011).
	10.34	†	Form of Rollover Agreement (Incorporated by reference to Exhibit 10.19 of the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2011).
	12.1		Statement regarding Computation of Ratios of Earnings to Fixed Charges.
	21.1		List of Subsidiaries.
	23.1		Consent of Ernst & Young LLP.
	23.2		Consent of Debevoise & Plimpton LLP (included in Exhibit 5.1).
	23.3		Consent of Bryan Cave LLP (included in Exhibit 5.2).
	23.4		Consent of Bryan Cave LLP (included in Exhibit 5.3).
	23.5		Consent of Bryan Cave LLP (included in Exhibit 5.4).
	23.6		Consent of Holme Roberts & Owen LLP (included in Exhibit 5.5).
	23.7		Consent of Holme Roberts & Owen LLP (included in Exhibit 5.6).
	23.8		Consent of Greenberg Traurig LLP (included in Exhibit 5.7).
	23.9		Consent of Richards, Layton & Finger P.A. (included in Exhibit 5.8).
	23.10		Consent of Brownstein Hyatt Farber Schrech, LLP (included in Exhibit 5.9).
	23.11		Consent of Stoel Rives LLP (included in Exhibit 5.10).
	23.12		Consent of Epstein, Becker & Green, P.C. (included in Exhibit 5.11).
	23.13		Consent of Epstein, Becker & Green, P.C. (included in Exhibit 5.12).
	23.14		Consent of Foley & Lardner LLP (included in Exhibit 5.13).
	23.15		Consent of Dinsmore & Shohl LLP (included in Exhibit 5.14).
	23.16		Consent of Cabaniss, Johnston, Gardner, Dumas & O'Neal LLP (included in Exhibit 5.15).
	23.17		Consent of Goodsill Anderson Quinn & Stifel LLP (included in Exhibit 5.16).
	23.18		Consent of Stewart & Irwin, P.C. (included in Exhibit 5.17).
	25.1		Form T-1 Statement of Eligibility of Wilmington Trust, National Association.
	99.1		Form of Letter of Transmittal.
	99.2		Form of Notice of Guaranteed Delivery.
	99.3		Form of Letter to Nominee.
	99.4		Form of Letter to Clients.
	99.5		Instruction to Registered Holder or DTC Participant From Beneficial Owner.

†

Denotes management contract or compensatory plan or arrangement.

II-51

ITEM 22.    UNDERTAKINGS

        The undersigned registrant hereby undertakes:

        (1)   To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

        (a)   To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

        (b)   To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;

        (c)   To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

        (2)   That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offering therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        (3)   To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

        (4)   That, for purposes of determining liability under the Securities Act of 1933 to any purchaser: Each prospectus filed pursuant to Rule 424(b) as part of the registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

        (5)   That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

        (a)   Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

II-52

        (b)   Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

        (c)   The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

        (d)   Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

        (6)   Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

        (7)   The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

II-53

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, Emergency Medical Services Corporation has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on September 26, 2011.

EMERGENCY MEDICAL SERVICES CORPORATION
By:	/s/ WILLIAM A. SANGER
	Name:	William A. Sanger
	Title:	Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints William A. Sanger, Randel G. Owen and Craig A. Wilson jointly and severally, as his true and lawful attorney-in-fact and agent, acting alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as such person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on September 26, 2011 by the following persons in the capacities indicated.

Signature	Title
/s/ WILLIAM A. SANGER William A. Sanger	President, Chief Executive Officer and Director (Principal Executive Officer)
/s/ RANDEL G. OWEN Randel G. Owen	Executive Vice President, Chief Financial Officer and Director (Principal Financial Officer)
/s/ R. JASON STANDIFIRD R. Jason Standifird	Senior Vice President, Chief Accounting Officer and Controller (Principal Accounting Officer)
/s/ RICHARD J. SCHNALL Richard J. Schnall	Director

II-54

Signature	Title
/s/ KENNETH A. GIURICEO Kenneth A. Giuriceo	Director
/s/ RONALD A. WILLIAMS Ronald A. Williams	Director
/s/ CAROL BURT Carol Burt	Director
/s/ LEONARD M. RIGGS, JR. Leonard M. Riggs, Jr.	Director
/s/ MICHAEL L. SMITH Michael L. Smith	Director

II-55

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, each of the registrants listed below has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on September 26, 2011.

A1 LEASING, INC.

ABBOTT AMBULANCE, INC.

ADAM TRANSPORTATION SERVICE, INC.

AFFILION, INC.

AIR AMBULANCE SPECIALISTS, INC.

AMBULANCE ACQUISITION, INC.

AMERICAN EMERGENCY PHYSICIANS MANAGEMENT, INC.

AMERICAN INVESTMENT ENTERPRISES, INC.

AMERICAN MEDICAL PATHWAYS, INC.

AMERICAN MEDICAL RESPONSE AMBULANCE SERVICE, INC.

AMERICAN MEDICAL RESPONSE MID-ATLANTIC, INC.

AMERICAN MEDICAL RESPONSE OF COLORADO, INC.

AMERICAN MEDICAL RESPONSE OF CONNECTICUT, INCORPORATED

AMERICAN MEDICAL RESPONSE OF GEORGIA, INC.

AMERICAN MEDICAL RESPONSE HOLDINGS, INC.

AMERICAN MEDICAL RESPONSE OF ILLINOIS, INC.

AMERICAN MEDICAL RESPONSE OF INLAND EMPIRE

AMERICAN MEDICAL RESPONSE MANAGEMENT, INC.

AMERICAN MEDICAL RESPONSE NORTHWEST, INC.

AMERICAN MEDICAL RESPONSE OF MASSACHUSETTS, INC.

AMERICAN MEDICAL RESPONSE OF NORTH CAROLINA, INC.

AMERICAN MEDICAL RESPONSE OF OKLAHOMA, INC.

AMERICAN MEDICAL RESPONSE OF SOUTH CAROLINA, INC.

AMERICAN MEDICAL RESPONSE OF SOUTHERN CALIFORNIA

AMERICAN MEDICAL RESPONSE OF TENNESSEE, INC.

II-56

AMERICAN MEDICAL RESPONSE OF TEXAS, INC.

AMERICAN MEDICAL RESPONSE WEST

AMERICAN MEDICAL RESPONSE, INC.

AMR HOLDCO, INC.

ARIZONA OASIS ACQUISITION, INC.

ASSOCIATED AMBULANCE SERVICE, INC.

ATLANTIC AMBULANCE SERVICES ACQUISITION, INC.

ATLANTIC/KEY WEST AMBULANCE, INC.

ATLANTIC/PALM BEACH AMBULANCE, INC.

BESTPRACTICES, INC.

BLYTHE AMBULANCE SERVICE

BROWARD AMBULANCE, INC.

DESERT VALLEY MEDICAL TRANSPORT, INC.

EHR MANAGEMENT CO.

EMCARE ANESTHESIA PROVIDERS, INC.

EMCARE HOLDCO, INC.

EMCARE HOLDINGS, INC.

EMCARE, INC.

EMCARE OF CALIFORNIA, INC.

EMCARE PHYSICIAN PROVIDERS, INC.

EMCARE PHYSICIAN SERVICES, INC.

EMERGENCY MEDICINE EDUCATION SYSTEMS, INC.

FIVE COUNTIES AMBULANCE SERVICE, INC.

FLORIDA EMERGENCY PARTNERS, INC.

FOUNTAIN AMBULANCE SERVICE, INC.

HANK'S ACQUISITION CORP.

HEALTHCARE ADMINISTRATIVE SERVICES, INC.

HEMET VALLEY AMBULANCE SERVICE, INC.

HERREN ENTERPRISES, INC.

HOLIDAY ACQUISITION COMPANY, INC.

INTERNATIONAL LIFE SUPPORT, INC.

KUTZ AMBULANCE SERVICE, INC.

LIFECARE AMBULANCE SERVICE, INC.

LIFEFLEET SOUTHEAST, INC.

MEDEVAC MEDICAL RESPONSE, INC.

MEDEVAC MIDAMERICA, INC.

MEDIC ONE AMBULANCE SERVICES, INC.

MEDIC ONE OF COBB, INC.

MEDI-CAR AMBULANCE SERVICE, INC.

MEDI-CAR SYSTEMS, INC.

MEDICWEST AMBULANCE, INC.

MEDICWEST HOLDINGS, INC.

MEDLIFE EMERGENCY MEDICAL SERVICE, INC.

II-57

MERCY AMBULANCE OF EVANSVILLE, INC.

MERCY LIFE CARE

MERCY, INC.

METRO AMBULANCE SERVICE (RURAL), INC.

METRO AMBULANCE SERVICE, INC.

METRO AMBULANCE SERVICES, INC.

MIDWEST AMBULANCE MANAGEMENT COMPANY

MOBILE MEDIC AMBULANCE SERVICE, INC.

NEVADA RED ROCK AMBULANCE, INC.

NEVADA RED ROCK HOLDINGS, INC.

PARAMED, INC.

PARK AMBULANCE SERVICE INC.

PHYSICIAN ACCOUNT MANAGEMENT, INC.

PHYSICIANS & SURGEONS AMBULANCE SERVICE, INC.

PROVIDER ACCOUNT MANAGEMENT, INC.

PUCKETT AMBULANCE SERVICE, INC.

RADIOLOGY STAFFING SOLUTIONS, INC.

RADSTAFFING MANAGEMENT SOLUTIONS, INC.

RANDLE EASTERN AMBULANCE SERVICE, INC.

REIMBURSEMENT TECHNOLOGIES, INC.

RIVER MEDICAL INCORPORATED

SEMINOLE COUNTY AMBULANCE, INC.

SPRINGS AMBULANCE SERVICE, INC.

STAT HEALTHCARE, INC.

SUNRISE HANDICAP TRANSPORT CORP.

TEK AMBULANCE, INC.

TIDEWATER AMBULANCE SERVICE, INC.

TROUP COUNTY EMERGENCY MEDICAL SERVICES, INC.

By:	/s/ WILLIAM A. SANGER Name: William A. Sanger Title: Chief Executive Officer
ACCESS 2 CARE, LLC
By:	MISSION CARE SERVICES, LLC as manager of Access 2 Care, LLC
By:	AMERICAN MEDICAL RESPONSE, INC. as manager of Mission Care Services, LLC
By:	/s/ WILLIAM A. SANGER Name: William A. Sanger Title: Chief Executive Officer

II-58

AMR BROCKTON, L.L.C.
By:	AMERICAN MEDICAL RESPONSE OF MASSACHUSETTS, INC., as manager and sole member of AMR Brockton, L.L.C.
By:	/s/ WILLIAM A. SANGER Name: William A. Sanger Title: Chief Executive Officer
AMERICAN MEDICAL RESPONSE DELAWARE VALLEY, LLC
By:	AMERICAN MEDICAL RESPONSE MID-ATLANTIC, INC., as sole member of American Medical Response Delaware Valley, LLC
By:	/s/ WILLIAM A. SANGER Name: William A. Sanger Title: Chief Executive Officer
APEX ACQUISITION LLC
By:	EMCARE, INC. as sole member of Apex Acquisition LLC
By:	/s/ WILLIAM A. SANGER Name: William A. Sanger Title: Chief Executive Officer
EMS MANAGEMENT LLC
By:	AMR HOLDCO, INC. and EMCARE HOLDCO, INC., it members
By:	/s/ WILLIAM A. SANGER Name: William A. Sanger Title: Chief Executive Officer

II-59

EVERRAD, LLC
By:	TEMPLETON READINGS, LLC, as sole member of EverRad, LLC
By:	EMCARE, INC., as sole member of Templeton Readings, LLC
By:	/s/ WILLIAM A. SANGER Name: William A. Sanger Title: Chief Executive Officer
MEDASSOCIATES, LLC
By:	EMCARE, INC., as sole member of MedAssociates, LLC
By:	/s/ WILLIAM A. SANGER Name: William A. Sanger Title: Chief Executive Officer
MISSION CARE OF ILLINOIS, LLC
By:	MISSION CARE SERVICES, LLC, as the manager of Mission Care of Illinois
By:	AMERICAN MEDICAL RESPONSE, INC., as the manager of Mission Care Services, LLC
By:	/s/ WILLIAM A. SANGER Name: William A. Sanger Title: Chief Executive Officer
MISSION CARE OF MISSOURI, LLC
By:	MISSION CARE SERVICES, LLC, as the manager of Mission Care of Missouri, LLC
By:	AMERICAN MEDICAL RESPONSE, INC., as the manager of Mission Care Services, LLC
By:	/s/ WILLIAM A. SANGER Name: William A. Sanger Title: Chief Executive Officer

II-60

MISSION CARE SERVICES, LLC
By:	AMERICAN MEDICAL RESPONSE, INC., as the manager of Mission Care Services, LLC
By:	/s/ WILLIAM A. SANGER Name: William A. Sanger Title: Chief Executive Officer
MSO NEWCO, LLC
By:	APEX ACQUISITION LLC, as sole member of MSO Newco, LLC
By:	EMCARE, INC. as sole member of Apex Acquisition LLC
By:	/s/ WILLIAM A. SANGER Name: William A. Sanger Title: Chief Executive Officer
PINNACLE CONSULTANTS MID-ATLANTIC, L.L.C.
By:	APEX ACQUISITION LLC, as sole member of Pinnacle Consultants Mid-Atlantic, L.L.C.
By:	EMCARE, INC. as sole member of Apex Acquisition LLC
By:	/s/ WILLIAM A. SANGER Name: William A. Sanger Title: Chief Executive Officer
PROVIDACARE, L.L.C.
By:	AMERICAN MEDICAL PATHWAYS, INC., as sole member of ProvidaCare, L.L.C.
By:	/s/ WILLIAM A. SANGER Name: William A. Sanger Title: Chief Executive Officer
REGIONAL EMERGENCY SERVICES, L.P.
By:	FLORIDA EMERGENCY PARTNERS, INC., as general partner of Regional Emergency Services, L.P.

II-61

By:	/s/ WILLIAM A. SANGER Name: William A. Sanger Title: Chief Executive Officer
SUN DEVIL ACQUISITION LLC
By:	EMCARE, INC. as sole member of Sun Devil Acquisition LLC
By:	/s/ WILLIAM A. SANGER Name: William A. Sanger Title: Chief Executive Officer
TEMPLETON READINGS, LLC
By:	EMCARE, INC. as sole member of Templeton Readings, LLC
By:	/s/ WILLIAM A. SANGER Name: William A. Sanger Title: Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints William A. Sanger, Randel G. Owen and Craig A. Wilson, jointly and severally, as his true and lawful attorney-in-fact and agent, acting alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as such person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on September 26, 2011 by the following persons in the capacities indicated.

Signature	Title
/s/ WILLIAM A. SANGER William A. Sanger	Chief Executive Officer (Principal Executive Officer) and Director
/s/ RANDEL G. OWEN Randel G. Owen	Chief Financial Officer (Principal Financial Officer)
/s/ R. JASON STANDIFIRD R. Jason Standifird	Chief Accounting Officer (Principal Accounting Officer)

II-62

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, Emergency Medical Services LP Corporation listed below has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on September 26, 2011.

EMERGENCY MEDICAL SERVICES LP CORPORATION
By:	/s/ WILLIAM A. SANGER Name: William A. Sanger Title: Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints William A. Sanger, Randel G. Owen and Craig A. Wilson, jointly and severally, as his true and lawful attorney-in-fact and agent, acting alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as such person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on September 26, 2011 by the following persons in the capacities indicated.

Signature	Title
/s/ WILLIAM A. SANGER William A. Sanger	Chief Executive Officer (Principal Executive Officer) and Director
/s/ RANDEL G. OWEN Randel G. Owen	Chief Financial Officer (Principal Financial Officer)
/s/ R. JASON STANDIFIRD R. Jason Standifird	Chief Accounting Officer (Principal Accounting Officer)
/s/ RICHARD J. SCHNALL Richard J. Schnall	Director
/s/ KENNETH A. GIURICEO Kenneth A. Giuriceo	Director
/s/ RONALD A. WILLIAMS Ronald A. Williams	Director

II-63

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, each of the registrants listed below has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on September 26, 2011.

GOLD COAST AMBULANCE SERVICE V.I.P. PROFESSIONAL SERVICES, INC.
By:	/s/ WILLIAM A. SANGER Name: William A. Sanger Title: Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints William A. Sanger, Randel G. Owen and Craig A. Wilson, jointly and severally, as his true and lawful attorney-in-fact and agent, acting alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as such person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on September 26, 2011 by the following persons in the capacities indicated.

Signature	Title
/s/ WILLIAM A. SANGER William A. Sanger	Chief Executive Officer (Principal Executive Officer) and Director
/s/ MARK E. BRUNING Mark E. Bruning	Director
/s/ TODD G. ZIMMERMAN Todd G. Zimmerman	Director
/s/ RANDEL G. OWEN Randel G. Owen	Chief Financial Officer (Principal Financial Officer)
/s/ R. JASON STANDIFIRD R. Jason Standifird	Chief Accounting Officer (Principal Accounting Officer)

II-64

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, Metropolitan Ambulance Service has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on September 26, 2011.

METROPOLITAN AMBULANCE SERVICE
By:	/s/ WILLIAM A. SANGER Name: William A. Sanger Title: Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints William A. Sanger, Randel G. Owen and Craig A. Wilson, jointly and severally, as his true and lawful attorney-in-fact and agent, acting alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as such person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on September 26, 2011 by the following persons in the capacities indicated.

Signature	Title
/s/ WILLIAM A. SANGER William A. Sanger	Chief Executive Officer (Principal Executive Officer) and Director
/s/ MARK E. BRUNING Mark E. Bruning	Director
/s/ RANDEL G. OWEN Randel G. Owen	Chief Financial Officer (Principal Financial Officer)
/s/ R. JASON STANDIFIRD R. Jason Standifird	Chief Accounting Officer (Principal Accounting Officer)

II-65

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, each of the registrants listed below has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on September 26, 2011.

EMS OFFSHORE MEDICAL SERVICES, LLC
By:	/s/ WILLIAM A. SANGER Name: William A. Sanger Title: Manager and Chief Executive Officer
SEAWALL ACQUISITION, LLC
By:	/s/ WILLIAM A. SANGER Name: William A. Sanger Title: Manager and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints William A. Sanger, Randel G. Owen and Craig A. Wilson, jointly and severally, as his true and lawful attorney-in-fact and agent, acting alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as such person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on September 26, 2011 by the following persons in the capacities indicated.

Signature	Title
/s/ WILLIAM A. SANGER William A. Sanger	Manager and Chief Executive Officer of the above named registrants (Principal Executive Officer) and Director of American Medical Response, Inc., the sole member of the above named registrants
/s/ RANDEL G. OWEN Randel G. Owen	Chief Financial Officer (Principal Financial Officer)
/s/ R. JASON STANDIFIRD R. Jason Standifird	Chief Accounting Officer (Principal Accounting Officer)

II-66

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, each of the registrants listed below has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on September 26, 2011.

CLINICAL PARTNERS MANAGEMENT COMPANY, LLC
By:	/s/ WILLIAM A. SANGER Name: William A. Sanger Title: Manager and Chief Executive Officer
NORTHWOOD ANESTHESIA ASSOCIATES, L.L.C.
By:	/s/ WILLIAM A. SANGER Name: William A. Sanger Title: Manager and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints William A. Sanger, Randel G. Owen and Craig A. Wilson, jointly and severally, as his true and lawful attorney-in-fact and agent, acting alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as such person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on September 26, 2011 by the following persons in the capacities indicated.

Signature	Title
/s/ WILLIAM A. SANGER William A. Sanger	Manager and Chief Executive Officer of the above named registrants (Principal Executive Officer) and Director of EmCare, Inc., the sole member of the above named registrants
/s/ RANDEL G. OWEN Randel G. Owen	Chief Financial Officer (Principal Financial Officer)
/s/ R. JASON STANDIFIRD R. Jason Standifird	Chief Accounting Officer (Principal Accounting Officer)

II-67

EXHIBIT INDEX

Exhibit List

Exhibit Number		Description
	2.1	Agreement and Plan of Merger, among CDRT Acquisition Corporation, CDRT Merger Sub, Inc. and Emergency Medical Services Corporation, dated as of February 13, 2011 (Incorporated by reference to Exhibit 2.1 to Emergency Medical Services L.P.'s Form 8-K, dated February 17, 2011).
	2.2	Unitholders Agreement, dated as of February 13, 2011, among CDRT Holding Corporation, CDRT Merger Sub, Inc., Emergency Medical Services Corporation, Emergency Medical Services L.P., Onex Corporation, and the limited partners of Emergency Medical Services L.P. party thereto (Incorporated by reference to Exhibit 2.2 to Emergency Medical Services L.P.'s Form 8-K, dated February 17, 2011).
	3.1	Second Amended and Restated Certificate of Incorporation of Emergency Medical Services Corporation (Incorporated by reference to Exhibit 3.1 to Emergency Medical Service Corporation's Form 8-K, dated June 1, 2011).
	3.2	Second Amended and Restated By-Laws of Emergency Medical Services Corporation (Incorporated by reference to Exhibit 3.2 to Emergency Medical Service Corporation's Form 8-K, dated June 1, 2011).
	3.3	Articles of Incorporation of A1 Leasing, Inc.
	3.4	Bylaws of A1 Leasing, Inc.
	3.5	Articles of Incorporation of Abbott Ambulance, Inc.
	3.6	Bylaws of Abbott Ambulance, Inc.
	3.7	Articles of Organization of Access 2 Care, LLC.
	3.8	Operating Agreement for Access 2 Care, LLC.
	3.9	Certificate of Incorporation of Adam Transportation Service, Inc.
	3.10	Bylaws of Adam Transportation Service, Inc.
	3.11	Certificate of Incorporation of Affilion, Inc.
	3.12	Bylaws of Affilion, Inc.
	3.13	Articles of Incorporation of Air Ambulance Specialists, Inc.
	3.14	Bylaws of Air Ambulance Specialists, Inc.
	3.15	Certificate of Incorporation of Ambulance Acquisition, Inc.
	3.16	Bylaws of Ambulance Acquisition, Inc.
	3.17	Articles of Incorporation of American Emergency Physicians Management, Inc.
	3.18	Bylaws of American Emergency Physicians Management, Inc.
	3.19	Articles of Incorporation of American Investment Enterprises, Inc.
	3.20	Bylaws of American Investment Enterprises, Inc.
	3.21	Certificate of Incorporation of American Medical Pathways, Inc.

II-68

Exhibit Number		Description
	3.22	Bylaws of American Medical Pathways, Inc.
	3.23	Certificate of Incorporation of American Medical Response Ambulance Service, Inc.
	3.24	Bylaws of American Medical Response Ambulance Service, Inc.
	3.25	Certificate of Formation of American Medical Response Delaware Valley, LLC.
	3.26	Limited Liability Company Agreement of American Medical Response Delaware Valley, LLC.
	3.27	Certificate of Incorporation of American Medical Response Holdings, Inc.
	3.28	Bylaws of American Medical Response Holdings, Inc.
	3.29	Certificate of Incorporation of American Medical Response Management, Inc.
	3.30	Bylaws of American Medical Response Management, Inc.
	3.31	Articles of Incorporation of American Medical Response Mid-Atlantic, Inc.
	3.32	Bylaws of American Medical Response Mid-Atlantic, Inc.
	3.33	Articles of Incorporation of American Medical Response Northwest, Inc.
	3.34	Bylaws of American Medical Response Northwest, Inc.
	3.35	Certificate of Incorporation of American Medical Response of Colorado, Inc.
	3.36	Bylaws of American Medical Response of Colorado, Inc.
	3.37	Certificate of Incorporation of American Medical Response of Connecticut, Incorporated.
	3.38	Bylaws of American Medical Response of Connecticut, Incorporated.
	3.39	Certificate of Incorporation of American Medical Response of Georgia, Inc.
	3.40	Bylaws of American Medical Response of Georgia, Inc.
	3.41	Certificate of Incorporation of American Medical Response of Illinois, Inc.
	3.42	Bylaws of American Medical Response of Illinois, Inc.
	3.43	Articles of Incorporation of American Medical Response of Inland Empire.
	3.44	Bylaws of American Medical Response of Inland Empire.
	3.45	Articles of Incorporation of American Medical Response of Massachusetts, Inc.
	3.46	Bylaws of American Medical Response of Massachusetts, Inc.
	3.47	Certificate of Incorporation of American Medical Response of North Carolina, Inc.
	3.48	Bylaws of American Medical Response of North Carolina, Inc.
	3.49	Certificate of Incorporation of American Medical Response of Oklahoma, Inc.
	3.50	Bylaws of American Medical Response of Oklahoma, Inc.
	3.51	Certificate of Incorporation of American Medical Response of South Carolina, Inc.
	3.52	Bylaws of American Medical Response of South Carolina, Inc.
	3.53	Articles of Incorporation of American Medical Response of Southern California.
	3.54	Bylaws of American Medical Response of Southern California.

II-69

Exhibit Number		Description
	3.55	Certificate of Incorporation of American Medical Response of Tennessee, Inc.
	3.56	Bylaws of American Medical Response of Tennessee, Inc.
	3.57	Certificate of Incorporation of American Medical Response of Texas, Inc.
	3.58	Bylaws of American Medical Response of Texas, Inc.
	3.59	Articles of Incorporation of American Medical Response West.
	3.60	Bylaws of American Medical Response West.
	3.61	Certificate of Incorporation of American Medical Response, Inc.
	3.62	Bylaws of American Medical Response, Inc.
	3.63	Certificate of Formation of AMR Brockton, L.L.C.
	3.64	Limited Liability Company Agreement of AMR Brockton, L.L.C.
	3.65	Certificate of Incorporation of AMR HoldCo, Inc.
	3.66	Bylaws of AMR HoldCo, Inc.
	3.67	Certificate of Formation of Apex Acquisition LLC.
	3.68	Limited Liability Company Agreement of Apex Acquisition LLC.
	3.69	Certificate of Incorporation of Arizona Oasis Acquisition, Inc.
	3.70	Bylaws of Arizona Oasis Acquisition, Inc.
	3.71	Certificate of Incorporation of Associated Ambulance Service, Inc.
	3.72	Bylaws of Associated Ambulance Service, Inc.
	3.73	Certificate of Incorporation of Atlantic Ambulance Services Acquisition, Inc.
	3.74	Bylaws of Atlantic Ambulance Services Acquisition, Inc.
	3.75	Certificate of Incorporation of Atlantic/Key West Ambulance, Inc.
	3.76	Bylaws of Atlantic/Key West Ambulance, Inc.
	3.77	Certificate of Incorporation of Atlantic/Palm Beach Ambulance, Inc.
	3.78	Bylaws of Atlantic/Palm Beach Ambulance, Inc.
	3.79	Articles of Incorporation of BestPractices, Inc.
	3.80	Bylaws of BestPractices, Inc.
	3.81	Articles of Incorporation of Blythe Ambulance Service.
	3.82	Bylaws of Blythe Ambulance Service.
	3.83	Certificate of Incorporation of Broward Ambulance, Inc.
	3.84	Bylaws of Broward Ambulance, Inc.
	3.85	Certificate of Formation of Clinical Partners Management Company, LLC.
	3.86	Company Agreement of Clinical Partners Management Company, LLC.
	3.87	Articles of Incorporation of Desert Valley Medical Transport, Inc.

II-70

Exhibit Number		Description
	3.88	Bylaws of Desert Valley Medical Transport, Inc.
	3.89	Certificate of Incorporation of EHR Management Co.
	3.90	Bylaws of EHR Management Co.
	3.91	Certificate of Incorporation of EmCare Anesthesia Providers, Inc.
	3.92	Bylaws of EmCare Anesthesia Providers, Inc.
	3.93	Certificate of Incorporation of EmCare HoldCo, Inc.
	3.94	Bylaws of EmCare HoldCo, Inc.
	3.95	Certificate of Incorporation of EmCare Holdings, Inc.
	3.96	Bylaws of EmCare Holdings, Inc.
	3.97	Articles of Incorporation of EmCare of California, Inc.
	3.98	Bylaws of EmCare of California, Inc.
	3.99	Articles of Incorporation of EmCare Physician Providers, Inc.
	3.100	Bylaws of EmCare Physician Providers, Inc.
	3.101	Certificate of Incorporation of EmCare Physician Services, Inc.
	3.102	Bylaws of EmCare Physician Services, Inc.
	3.103	Certificate of Incorporation of EmCare, Inc.
	3.104	Bylaws of EmCare, Inc.
	3.105	Certificate of Incorporation of Emergency Medical Services LP Corporation
	3.106	Bylaws of Emergency Medical Services LP Corporation
	3.107	Articles of Incorporation of Emergency Medicine Education Systems, Inc.
	3.108	Bylaws of Emergency Medicine Education Systems, Inc.
	3.109	Certificate of Formation of EMS Management LLC.
	3.110	Operating Agreement of EMS Management LLC.
	3.111	Certificate of Formation of EMS Offshore Medical Services, LLC.
	3.112	Operating Agreement of EMS Offshore Medical Services, LLC.
	3.113	Articles of Organization of EverRad, LLC.
	3.114	Operating Agreement of EverRad, LLC.
	3.115	Certificate of Incorporation of Five Counties Ambulance Service, Inc.
	3.116	Bylaws of Five Counties Ambulance Service, Inc.
	3.117	Articles of Incorporation of Florida Emergency Partners, Inc.
	3.118	Bylaws of Florida Emergency Partners, Inc.
	3.119	Articles of Incorporation of Fountain Ambulance Service, Inc.
	3.120	Bylaws of Fountain Ambulance Service, Inc.

II-71

Exhibit Number		Description
	3.121	Articles of Incorporation of Gold Coast Ambulance Service.
	3.122	Bylaws of Gold Coast Ambulance Service.
	3.123	Articles of Incorporation of Hank's Acquisition Corp.
	3.124	Bylaws of Hank's Acquisition Corp.
	3.125	Certificate of Incorporation of Healthcare Administrative Services, Inc.
	3.126	Bylaws of Healthcare Administrative Services, Inc.
	3.127	Articles of Incorporation of Hemet Valley Ambulance Service, Inc.
	3.128	Bylaws of Hemet Valley Ambulance Service, Inc.
	3.129	Articles of Incorporation of Herren Enterprises, Inc.
	3.130	Bylaws of Herren Enterprises, Inc.
	3.131	Articles of Incorporation of Holiday Acquisition Company, Inc.
	3.132	Bylaws of Holiday Acquisition Company, Inc.
	3.133	Certificate of Incorporation of International Life Support, Inc.
	3.134	Bylaws of International Life Support, Inc.
	3.135	Articles of Incorporation of Kutz Ambulance Service, Inc.
	3.136	Bylaws of Kutz Ambulance Service, Inc.
	3.137	Articles of Incorporation of LifeCare Ambulance Service, Inc.
	3.138	Bylaws of LifeCare Ambulance Service, Inc.
	3.139	Articles of Incorporation of LifeFleet Southeast, Inc.
	3.140	Articles of Organization of LifeFleet Southeast, Inc.
	3.141	Certificate of Incorporation of MedAssociates, LLC.
	3.142	Company Agreement of MedAssociates, LLC.
	3.143	Certificate of Incorporation of Medevac Medical Response, Inc.
	3.144	Bylaws of Medevac Medical Response, Inc.
	3.145	Certificate of Incorporation of Medevac MidAmerica, Inc.
	3.146	Bylaws of Medevac MidAmerica, Inc.
	3.147	Certificate of Incorporation of Medic One Ambulance Services, Inc.
	3.148	Bylaws of Medic One Ambulance Services, Inc.
	3.149	Articles of Incorporation of Medic One of Cobb, Inc.
	3.150	Bylaws of Medic One of Cobb, Inc.
	3.151	Articles of Incorporation of Medi-Car Ambulance Service, Inc.
	3.152	Bylaws of Medi-Car Ambulance Service, Inc.
	3.153	Articles of Incorporation of Medi-Car Systems, Inc.

II-72

Exhibit Number		Description
	3.154	Bylaws of Medi-Car Systems, Inc.
	3.155	Articles of Incorporation of MedicWest Ambulance, Inc.
	3.156	Bylaws of MedicWest Ambulance, Inc.
	3.157	Certificate of Incorporation of MedicWest Holdings, Inc.
	3.158	Bylaws of MedicWest Holdings, Inc.
	3.159	Articles of Incorporation of MedLife Emergency Medical Service, Inc.
	3.160	Bylaws of MedLife Emergency Medical Service, Inc.
	3.161	Articles of Incorporation of Mercy Ambulance of Evansville, Inc.
	3.162	Bylaws of Mercy Ambulance of Evansville, Inc.
	3.163	Articles of Incorporation of Mercy Life Care.
	3.164	Bylaws of Mercy Life Care.
	3.165	Certificate of Incorporation of Mercy, Inc.
	3.166	Bylaws of Mercy, Inc.
	3.167	Certificate of Incorporation of Metro Ambulance Service (Rural), Inc.
	3.168	Bylaws of Metro Ambulance Service (Rural), Inc.
	3.169	Certificate of Incorporation of Metro Ambulance Service, Inc.
	3.170	Bylaws of Metro Ambulance Service, Inc.
	3.171	Certificate of Incorporation of Metro Ambulance Services, Inc.
	3.172	Bylaws of Metro Ambulance Services, Inc.
	3.173	Articles of Incorporation of Metropolitan Ambulance Service.
	3.174	Bylaws of Metropolitan Ambulance Service.
	3.175	Certificate of Incorporation of Midwest Ambulance Management Company.
	3.176	Bylaws of Midwest Ambulance Management Company.
	3.177	Articles of Organization of Mission Care of Illinois, LLC.
	3.178	Operating Agreement for Mission Care of Illinois, LLC.
	3.179	Articles of Organization of Mission Care of Missouri, LLC.
	3.180	Operating Agreement for Mission Care of Missouri, LLC.
	3.181	Articles of Organization of Mission Care Services, LLC.
	3.182	Operating Agreement for Mission Care Services, LLC.
	3.183	Certificate of Incorporation of Mobile Medic Ambulance Service, Inc.
	3.184	Bylaws of Mobile Medic Ambulance Service, Inc.
	3.185	Certificate of Formation of MSO Newco, LLC.
	3.186	Limited Liability Agreement of MSO Newco, LLC.

II-73

Exhibit Number		Description
	3.187	Certificate of Incorporation of Nevada Red Rock Ambulance, Inc.
	3.188	Bylaws of Nevada Red Rock Ambulance, Inc.
	3.189	Certificate of Incorporation of Nevada Red Rock Holdings, Inc.
	3.190	Bylaws of Nevada Red Rock Holdings, Inc.
	3.191	Articles of Organization of Northwood Anesthesia Associates, L.L.C.
	3.192	Operating Agreement of Northwood Anesthesia Associates, L.L.C.
	3.193	Articles of Incorporation of Paramed, Inc.
	3.194	Bylaws of Paramed, Inc.
	3.195	Certificate of Incorporation of Park Ambulance Service Inc.
	3.196	Bylaws of Park Ambulance Service Inc.
	3.197	Articles of Incorporation of Physician Account Management, Inc.
	3.198	Bylaws of Physician Account Management, Inc.
	3.199	Articles of Incorporation of Physicians & Surgeons Ambulance Service, Inc.
	3.200	Bylaws of Physicians & Surgeons Ambulance Service, Inc.
	3.201	Certificate of Incorporation of Pinnacle Consultants Mid-Atlantic, L.L.C.
	3.202	Limited Liability Company Agreement of Pinnacle Consultants Mid-Atlantic, L.L.C.
	3.203	Articles of Organization of ProvidaCare, L.L.C.
	3.204	Limited Liability Company Agreement of ProvidaCare, L.L.C.
	3.205	Certificate of Incorporation of Provider Account Management, Inc.
	3.206	Bylaws of Provider Account Management, Inc.
	3.207	Articles of Incorporation of Puckett Ambulance Service, Inc.
	3.208	Bylaws of Puckett Ambulance Service, Inc.
	3.209	Certificate of Incorporation of Radiology Staffing Solutions, Inc.
	3.210	Bylaws of Radiology Staffing Solutions, Inc.
	3.211	Certificate of Incorporation of Radstaffing Management Solutions, Inc.
	3.212	Bylaws of Radstaffing Management Solutions, Inc.
	3.213	Certificate of Incorporation of Randle Eastern Ambulance Service, Inc.
	3.214	Bylaws of Randle Eastern Ambulance Service, Inc.
	3.215	Certificate of Limited Partnership of Regional Emergency Services, L.P.
	3.216	Agreement of Limited Partnership of Regional Emergency Services, L.P.
	3.217	Articles of Incorporation of Reimbursement Technologies, Inc.
	3.218	Bylaws of Reimbursement Technologies, Inc.
	3.219	Articles of Incorporation of River Medical Incorporated.

II-74

Exhibit Number		Description
	3.220	Bylaws of River Medical Incorporated.
	3.221	Certificate of Formation of Seawall Acquisition, LLC.
	3.222	Operating Agreement of Seawall Acquisition, LLC.
	3.223	Certificate of Incorporation of Seminole County Ambulance, Inc.
	3.224	Bylaws of Seminole County Ambulance, Inc.
	3.225	Articles of Incorporation of Springs Ambulance Service, Inc.
	3.226	Bylaws of Springs Ambulance Service, Inc.
	3.227	Certificate of Incorporation of STAT Healthcare, Inc.
	3.228	Bylaws of STAT Healthcare, Inc.
	3.229	Certificate of Formation of Sun Devil Acquisition LLC.
	3.230	Limited Liability Company Agreement of Sun Devil Acquisition LLC.
	3.231	Certificate of Incorporation of Sunrise Handicap Transport Corp.
	3.232	Bylaws of Sunrise Handicap Transport Corp.
	3.233	Certificate of Incorporation of TEK Ambulance, Inc.
	3.234	Bylaws of TEK Ambulance, Inc.
	3.235	Articles of Incorporation of Templeton Readings, LLC.
	3.236	Operating Agreement of Templeton Readings, LLC.
	3.237	Articles of Incorporation of Tidewater Ambulance Service, Inc.
	3.238	Bylaws of Tidewater Ambulance Service, Inc.
	3.239	Articles of Incorporation of Troup County Emergency Medical Services, Inc.
	3.240	Bylaws of Troup County Emergency Medical Services, Inc.
	3.241	Articles of Incorporation of V.I.P. Professional Services, Inc.
	3.242	Bylaws of V.I.P. Professional Services, Inc.
	4.1	Form of 8.125% Senior Note due 2019 (Included in Exhibit 4.2 hereto).
	4.2	Indenture, dated May 25, 2011, by and between CDRT Merger Sub, Inc. and Wilmington Trust FSB (Incorporated by reference to Exhibit 4.1 to Emergency Medical Service Corporation's Form 8-K, dated June 1, 2011).
	4.3	First Supplemental Indenture, dated May 25, 2011, by and between CDRT Merger Sub, Inc. and Wilmington Trust FSB (Incorporated by reference to Exhibit 4.2 to Emergency Medical Service Corporation's Form 8-K, dated June 1, 2011).
	4.4	Second Supplemental Indenture, dated May 25, 2011, by and among Emergency Medical Services Corporation, the Subsidiary Guarantors named therein and Wilmington Trust FSB (Incorporated by reference to Exhibit 4.3 to Emergency Medical Service Corporation's Form 8-K, dated June 1, 2011).

II-75

Exhibit Number		Description
	4.5	Exchange and Registration Rights Agreement, dated May 25, 2011, by and between CDRT Merger Sub, Inc. and Barclays Capital Inc., as representative of the Initial Purchasers named therein (Incorporated by reference to Exhibit 4.4 to Emergency Medical Service Corporation's Form 8-K, dated June 1, 2011).
	4.6	Joinder Agreement to the Exchange and Registration Rights Agreement, dated May 25, 2011, by and among Emergency Medical Services Corporation, the Guarantors named therein and Barclays Capital Inc., as representative of the Initial Purchasers (Incorporated by reference to Exhibit 4.5 to Emergency Medical Service Corporation's Form 8-K, dated June 1, 2011).
	5.1	Opinion of Debevoise & Plimpton LLP.
	5.2	Opinion of Bryan Cave LLP as to certain matters of Arizona law.
	5.3	Opinion of Bryan Cave LLP as to certain matters of Illinois law.
	5.4	Opinion of Bryan Cave LLP as to certain matters of Missouri law.
	5.5	Opinion of Holme Roberts & Owen LLP as to certain matters of California law.
	5.6	Opinion of Holme Roberts & Owen LLP as to certain matters of Colorado law.
	5.7	Opinion of Greenberg Traurig LLP.
	5.8	Opinion of Richards, Layton & Finger P.A.
	5.9	Opinion of Brownstein Hyatt Farber Schreck, LLP.
	5.10	Opinion of Stoel Rives LLP.
	5.11	Opinion of Epstein, Becker & Green, P.C. as to certain matters of Maryland law.
	5.12	Opinion of Epstein, Becker & Green, P.C. as to certain matters of Virginia law.
	5.13	Opinion of Foley & Lardner LLP.
	5.14	Opinion of Dinsmore & Shohl LLP.
	5.15	Opinion of Cabaniss, Johnston, Gardner, Dumas & O'Neal LLP.
	5.16	Opinion of Goodsill Anderson Quinn & Stifel LLP.
	5.17	Opinion of Stewart & Irwin, P.C.
	10.1	Term Loan Credit Agreement, dated May 25, 2011, by and among CDRT Merger Sub, Inc., Deutsche Bank AG New York Branch, as administrative agent and collateral agent, and several lenders from time to time party thereto (Incorporated by reference to Exhibit 10.1 to Emergency Medical Service Corporation's Form 8-K, dated June 1, 2011).
	10.2	Term Loan Guarantee and Collateral Agreement, dated May 25, 2011, by and among CDRT Acquisition Corporation, Emergency Medical Services Corporation, certain Subsidiaries named therein and Deutsche Bank AG New York Branch, as collateral agent (Incorporated by reference to Exhibit 10.2 to Emergency Medical Service Corporation's Form 8-K, dated June 1, 2011).
	10.3	ABL Credit Agreement, dated May 25, 2011, by and among CDRT Merger Sub, Inc., Deutsche Bank AG New York Branch, as administrative agent and collateral agent, and several lenders from time to time party thereto (Incorporated by reference to Exhibit 10.3 to Emergency Medical Service Corporation's Form 8-K, dated June 1, 2011).

II-76

Exhibit Number			Description
	10.4		ABL Guarantee and Collateral Agreement, dated May 25, 2011, by and among CDRT Acquisition Corporation, Emergency Medical Services Corporation, certain Subsidiaries named therein and Deutsche Bank AG New York Branch, as collateral agent (Incorporated by reference to Exhibit 10.4 to Emergency Medical Service Corporation's Form 8-K, dated June 1, 2011).
	10.5		Intercreditor Agreement, dated May 25, 2011, by and between Deutsche Bank AG New York Branch, as ABL agent, and Deutsche Bank AG New York Branch, as Term Loan agent (Incorporated by reference to Exhibit 10.5 to Emergency Medical Service Corporation's Form 8-K, dated June 1, 2011).
	10.6		Consulting Agreement, dated May 25, 2011, by and among CDRT Holding Corporation, Emergency Medical Services Corporation and Clayton, Dubilier & Rice, LLC (Incorporated by reference to Exhibit 10.6 to Emergency Medical Service Corporation's Form 8-K, dated June 1, 2011).
	10.7		Indemnification Agreement, dated May 25, 2011, by and among CDRT Holding Corporation, Emergency Medical Services Corporation, Clayton, Dubilier & Rice Fund VIII, L.P., CD&R EMS Co-Investor,  L.P., CD&R Advisor Fund VIII Co-Investor, L.P., CD&R Friends and Family Fund VIII, L.P. and Clayton, Dubilier & Rice, LLC (Incorporated by reference to Exhibit 10.7 to Emergency Medical Service Corporation's Form 8-K, dated June 1, 2011).
	10.8		Indemnification Agreement, dated May 25, 2011, by and among CDRT Holding Corporation, Emergency Medical Services Corporation and Richard J. Schnall (Incorporated by reference to Exhibit 10.8 to Emergency Medical Service Corporation's Form 8-K, dated June 1, 2011).
	10.9		Indemnification Agreement, dated May 25, 2011, by and among CDRT Holding Corporation, Emergency Medical Services Corporation and Ronald A. Williams (Incorporated by reference to Exhibit 10.9 to Emergency Medical Service Corporation's Form 8-K, dated June 1, 2011).
	10.10		Indemnification Agreement, dated May 25, 2011, by and among CDRT Holding Corporation, Emergency Medical Services Corporation and William A. Sanger (Incorporated by reference to Exhibit 10.10 to Emergency Medical Service Corporation's Form 8-K, dated June 1, 2011).
	10.11		Indemnification Agreement, dated May 25, 2011, by and among CDRT Holding Corporation, Emergency Medical Services Corporation and Kenneth A. Giureceo (Incorporated by reference to Exhibit 10.11 to Emergency Medical Service Corporation's Form 8-K, dated June 1, 2011).
	10.12	†	Employment Agreement, dated December 6, 2004, between William A. Sanger and Emergency Medical Services Corporation (Incorporated by reference to Exhibit 10.1 of the Company's Registration Statement on Form S-1 filed August 2, 2005).
	10.13	†	Amendment to Employment Agreement, dated January 1, 2009, between William A. Sanger and Emergency Medical Services Corporation (Incorporated by reference to Exhibit 10.1.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 2008).
	10.14	†	Amendment to Employment Agreement, dated March 12, 2009, between William A. Sanger and Emergency Medical Services Corporation (Incorporated by reference to Exhibit 10.1.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2009).
	10.15	†	Letter agreement, dated May 25, 2011, between William A. Sanger and CDRT Holding Corporation (Incorporated by reference to Exhibit 10.12 of the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2011).

II-77

Exhibit Number			Description
	10.16	†	Employment Agreement, dated as of February 10, 2005, between Randel G. Owen and Emergency Medical Services L.P., and assignment to Emergency Medical Services Corporation (Incorporated by reference to Exhibit 10.3 of the Company's Registration Statement on Form S-1 filed August 2, 2005).
	10.17	†	Amendment to Employment Agreement, dated January 1, 2009, between Randel G. Owen and Emergency Medical Services Corporation (Incorporated by reference to Exhibit 10.3.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 2009).
	10.18	†	Amendment to Employment Agreement, dated March 12, 2009, between Randel G. Owen and Emergency Medical Services Corporation (Incorporated by reference to Exhibit 10.3.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2009).
	10.19	†	Amendment to Employment Agreement, dated May 18, 2010, between Randel G. Owen and Emergency Medical Services Corporation (Incorporated by reference to Exhibit 10.3.3 of the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2010).
	10.20	†	Letter agreement, dated May 25, 2011, between Randel G. Owen and CDRT Holding Corporation (Incorporated by reference to Exhibit 10.13 of the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2011).
	10.21	†	Employment Agreement, dated as of February 10, 2005, between Todd Zimmerman and Emergency Medical Services L.P., and assignment to Emergency Medical Services Corporation (Incorporated by reference to Exhibit 10.4 of the Company's Registration Statement on Form S-1 filed August 2, 2005).
	10.22	†	Amendment to Employment Agreement, dated January 1, 2009, between Todd Zimmerman and Emergency Medical Services Corporation (Incorporated by reference to Exhibit 10.4.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 2009).
	10.23	†	Amendment to Employment Agreement, dated March 16, 2009, between Todd Zimmerman and Emergency Medical Services Corporation (Incorporated by reference to Exhibit 10.4.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2009).
	10.25	†	Amendment to Employment Agreement, dated April 1, 2010, between Todd Zimmerman and Emergency Medical Services Corporation (Incorporated by reference to Exhibit 10.4.3 of the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2010).
	10.26	†	Letter agreement, dated May 25, 2011, between Mark E. Bruning and CDRT Holding Corporation (Incorporated by reference to Exhibit 10.14 of the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2011).
	10.27	†	Amended and Restated Employment Agreement by and between American Medical Response, Inc. and Mark Bruning, dated as of May 4, 2009 (Incorporated by reference to Exhibit 10.19 of the Company's Quarterly Report on Form 10-Q for the quarter ended August 4, 2009).
	10.28	†	Amendment to Employment Agreement, dated March 16, 2010, between Mark Bruning and American Medical Response, Inc. (Incorporated by reference to Exhibit 10.19.1 of the Company's Quarterly Report on Form 10-Q for the quarter ended August 5, 2010).
	10.29	†	Employment Agreement, dated August 24, 2005, between Steve W. Ratton, Jr. and Emergency Medical Services Corporation (Incorporated by reference to Exhibit 10.15 of the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2011).

II-78

Exhibit Number			Description
	10.30	†	EMSC Deferred Compensation Plan (incorporated by reference to Exhibit 4.1 of the Company's Registration Statement on Form S-8 filed June 24, 2010).
	10.31	†	CDRT Holding Corporation Stock Incentive Plan (Incorporated by reference to Exhibit 10.16 of the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2011).
	10.32	†	Form of Option Agreement (Rollover Options) (Incorporated by reference to Exhibit 10.17 of the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2011).
	10.33	†	Form of Option Agreement (Matching and Position Options) (Incorporated by reference to Exhibit 10.18 of the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2011).
	10.34	†	Form of Rollover Agreement (Incorporated by reference to Exhibit 10.19 of the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2011).
	12.1		Statement regarding Computation of Ratios of Earnings to Fixed Charges.
	21.1		List of Subsidiaries.
	23.1		Consent of Ernst & Young LLP.
	23.2		Consent of Debevoise & Plimpton LLP (included in Exhibit 5.1).
	23.3		Consent of Bryan Cave LLP (included in Exhibit 5.2).
	23.4		Consent of Bryan Cave LLP (included in Exhibit 5.3).
	23.5		Consent of Bryan Cave LLP (included in Exhibit 5.4).
	23.6		Consent of Holme Roberts & Owen LLP (included in Exhibit 5.5).
	23.7		Consent of Holme Roberts & Owen LLP (included in Exhibit 5.6).
	23.8		Consent of Greenberg Traurig LLP (included in Exhibit 5.7).
	23.9		Consent of Richards, Layton & Finger P.A. (included in Exhibit 5.8).
	23.10		Consent of Brownstein Hyatt Farber Schrech, LLP (included in Exhibit 5.9).
	23.11		Consent of Stoel Rives LLP (included in Exhibit 5.10).
	23.12		Consent of Epstein, Becker & Green, P.C. (included in Exhibit 5.11).
	23.13		Consent of Epstein, Becker & Green, P.C. (included in Exhibit 5.12).
	23.14		Consent of Foley & Lardner LLP (included in Exhibit 5.13).
	23.15		Consent of Dinsmore & Shohl LLP (included in Exhibit 5.14).
	23.16		Consent of Cabaniss, Johnston, Gardner, Dumas & O'Neal LLP (included in Exhibit 5.15).
	23.17		Consent of Goodsill Anderson Quinn & Stifel LLP (included in Exhibit 5.16).
	23.18		Consent of Stewart & Irwin, P.C. (included in Exhibit 5.17).
	25.1		Form T-1 Statement of Eligibility of Wilmington Trust, National Association.
	99.1		Form of Letter of Transmittal.
	99.2		Form of Notice of Guaranteed Delivery.
	99.3		Form of Letter to Nominee.

II-79

Exhibit Number		Description
	99.4	Form of Letter to Clients.
	99.5	Instruction to Registered Holder or DTC Participant From Beneficial Owner.

†

Denotes management contract or compensatory plan or arrangement.

II-80

EX-3.3

Exhibit 3.3

ARTICLES OF INCORPORATION

OF

A1 LEASING, INC.

The undersigned subscriber to these Articles of Incorporation, natural person competent to contract, hereby forms a corporation under the laws of the State of Florida.

ARTICLE I - CORPORATE NAME

The name of the corporation is:

A1 LEASING, Inc.

ARTICLE II - DURATION

This corporation is to have perpetual existence. Corporate existence shall commence effective with the filing of these Articles with the Secretary of State of Florida.

ARTICLE III - PURPOSE

The corporation is organized for the purpose of engaging in any activities or business permitted under the laws of the United States, the State of Florida, or any other state, country, territory, or nation.

ARTICLE IV - CAPITAL STOCK

The maximum number of shares with par value that this corporation is authorized to have outstanding at any one time is 1,000 shares of the par value of one dollar ($1.00) each.

ARTICLE V - PRINCIPAL OFFICE AND MAILING ADDRESS

The principal office and mailing street address of this Corporation is:

c/o Alan S. Weinstein
235 South Maitland Avenue, Suite 209
Maitland, Florida 32751

ARTICLE VI - INITIAL REGISTERED AGENT

The name and street address of the Initial Registered Agent of this Corporation is the same as the principal office and mailing address:

Alan S. Weinstein
235 South Maitland Avenue, Suite 209
Maitland, Florida 32751

ARTICLE VII - INITIAL BOARD OF DIRECTORS

This corporation shall have one (1) director initially. The number of directors may be either increased or diminished from time to time by the By-Laws, but shall never be less than one (1). The name and address of the initial director of the corporation is follows:

Alan S. Weinstein
235 South Maitland Avenue, Suite 209
Maitland, Florida 32751

ARTICLE VIII - INCORPORATORS

The name and address of the incorporator to this Articles of Incorporation is:

Alan S. Weinstein
235 South Maitland Avenue, Suite 209
Maitland, Florida 32751

IN WITNESS WHEREOF, the undersigned incorporator has executed these Articles of Incorporation this 18th day of September, 1996.

/s/ Alan S. Weinstein

CERTIFICATE NAMING AGENT UPON WHOM PROCESS MAY BE SERVED

In compliance with Chapter 48.091, Florida Statutes, the following is submitted:

That A1 LEASING, INC., a corporation duly organized and existing under the laws of the State of Florida, has named ALAN S. WEINSTEIN as its Registered Agent, located at 235 South Maitland Avenue, Suite 209, Maitland, Florida 32751, as its agent to accept service of process within Florida.

Having been named to accept service of process for the above-stated corporation, at the place designated in this Certificate, I hereby accept to act in this capacity and agree to comply with the provisions of all statutes relative to the proper and complete performance of my duties, and I accept the duties and obligations of Section 607.0505, Florida Statutes.

/s/ Alan S. Weinstein

ALAN S. WEINSTEIN

EX-3.4

Exhibit 3.4

BYLAWS

OF

A1 LEASING INC.

adopted September 20, 1996

BYLAWS

OF

A1 LEASING, INC.

ARTICLE 1
OFFICES

The principal office of the Corporation in the State of Florida shall be located in Maitland, County of Orange. The Corporation may have such other offices, either within or without the State of Florida, as the Board of Directors may designate or as the business of the Corporation may require from time to time.

ARTICLE II
SHAREHOLDERS

SECTION 1. Annual Meeting. The annual meeting of the shareholders shall be held on the 7th day in the month of June in each year, beginning with the year 1997, at the hour of 11:00 o’clock a.m., for the purpose of electing Directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of Florida, such meeting shall be held on the next succeeding business day. If the election of Directors shall not be held on the day designated herein for any annual meeting of the shareholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as conveniently may be.

SECTION 2. Special Meetings. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President or by the Board of Directors, and shall be called by the President at the request of the holders of not less than fifty percent (50%) of all the outstanding shares of the Corporation entitled to vote at the meeting.

SECTION 3. Place of Meeting. The Board of Directors may designate any place, either within or without the State of Florida, unless otherwise prescribed by statute, as the place of meeting for any annual meeting or for any special meeting. A waiver of notice signed by all shareholders entitled to vote at a meeting may designate any place, either within or without the State of Florida, unless otherwise prescribed by statute, as the place for the holding of such meeting. If no designation is made, the place of meeting shall be the principal office of the Corporation.

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SECTION 4. Notice of Meeting. Written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall unless otherwise prescribed by statute, be delivered not less than (10) ten or more than (30) thirty days before the date of the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail, addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid.

SECTION 5. Closing of Transfer Books or Fixing of Record. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the Corporation may provide that the stock transfer books shall be closed for a stated period, but not to exceed in any case fifty (50) days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of share-holders, such books shall be closed for at least (20) twenty days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than (70) seventy days and, in case of a meeting of shareholders, not less than (30) thirty days, prior to the date on which the particular action requiring such determination of shareholders is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

SECTION 6. Voting Lists. The officer or agent having charge of the stock transfer books for shares of the corporation shall make a complete list of the shareholders entitled to vote at each meeting of shareholders or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. Such list shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purposes thereof.

SECTION 7. Quorum. A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

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SECTION 8. Proxies. At all meetings of shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the secretary of the Corporation before or at the time of the meeting. A meeting of the Board of Directors may be had by means of a telephone conference or similar communications equipment by which all persons participating in the meeting can hear each other, and participation in a meeting under such circumstances shall constitute presence at the meeting.

SECTION 9. Voting of Shares. Each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

SECTION 10. Voting of Shares by Certain Holder. Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the Bylaws of such corporation may prescribe or, in the absence of such provision, as the Board of Directors of such corporation may determine.

Shares held by an administrator, executor, guardian or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name, if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

Shares of its own stock belonging to the Corporation shall not be voted, directly or indirectly, at any meeting, and shall not be counted in determining the total number of outstanding shares at any given time.

SECTION 11. Informal Action by Shareholders. Unless otherwise provided by law, any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

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ARTICLE III
BOARD OF DIRECTORS

SECTION 1. General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors.

SECTION 2. Number, Tenure and Qualifications. The number of directors of the Corporation shall be fixed by the Board of Directors, but in no event shall be less than ( one ). Each director shall hold office until the next annual meeting of shareholders and until his successor shall have been elected and qualified.

SECTION 3. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this By-Law immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place for the holding of additional regular meetings without notice other than such resolution.

SECTION 4. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix the place for holding any special meeting of the Board of Directors called by them.

SECTION 5. Notice. Notice of any special meeting shall be given at least one (1) day previous thereto by written notice delivered personally or mailed to each director at his business address, or by telegram. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any directors may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

SECTION 6. Quorum. A majority of the number of directors fixed by Section 2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

SECTION 7. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

SECTION 8. Action Without a Meeting. Any action that may be taken by the Board of Directors at a meeting may be taken without a meeting if a consent

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in writing, setting forth the action so to be taken, shall be signed before such action by all of the directors.

SECTION 9. Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors, unless otherwise provided by law. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors may be filled by election by the Board of Directors for a term of office continuing only until the next election of directors by the shareholders.

SECTION 10. Compensation. By resolution of the Board of Directors, each director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors, and may be paid a stated salary as director or a fixed sum for attendance at each meeting of the Board of Directors or both. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

SECTION 11. Presumption of Assent. A director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof, or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

ARTICLE IV
OFFICERS

SECTION 1. Number. The officers of the Corporation shall be a President, one or more Vice Presidents, a Secretary and a Treasurer, each of whom shall be elected by the Board of Directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors, including a Chairman of the Board. In its discretion, the Board of Directors may leave unfilled for any such period as it may determine any office except those of President and Secretary. Any two or more offices may be held by the same person, except for the offices of President and Secretary which may not be held by the same person. Officers may be directors or shareholders of the Corporation.

SECTION 2. Election and Term of Office. The officers of the Corporation to be elected by the Board of Directors shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as

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conveniently may be. Each officer shall hold office until his successor shall have been duly elected and shall have qualified, or until his death, or until he shall resign or shall have been removed in the manner hereinafter provided.

SECTION 3. Removal. Any officer or agent may be removed by the Board of Directors whenever, in its judgement, the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights, and such appointment shall be terminable at will.

SECTION 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

SECTION 5. President. The President shall be the principal executive officer of the Corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the Corporation. He shall, when present, preside at all meetings of the shareholders and of the Board of Directors, unless there is a Chairman of the Board, in which case the Chairman shall preside. He may sign, with the Secretary or any other proper officer of the Corporation thereunto authorized by the Board of Directors, certificates for shares of the Corporation, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

SECTION 6. Vice President. In the absence of the President or in event of his death, inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors. If there is more than one Vice President, each Vice President shall succeed to the duties of the President in order of rank as determined by the Board of Directors. If no such rank has been determined, then each Vice President shall succeed to the duties of the President in order of date of election, the earliest date having the first rank.

SECTION 7. Secretary. The Secretary shall: (a) keep the minutes of the proceedings of the shareholders and of the Board of Directors in one or more minute books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized; (d) keep a

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register of the post office address of each shareholder which shall be furnished to the Secretary by such shareholder; (e) sign with the President certificates for shares of the Corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the Corporation; and (g) in general perform all duties incident to the office of the Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

SECTION 8. Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the Corporation; (b) receive and give receipts for moneys due and payable to the Corporation from any source what-soever, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article VI of these Bylaws; and (c) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such sureties as the Board of Directors shall determine.

SECTION 9. Salaries. The salaries of the officers shall be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the Corporation.

ARTICLE V
INDEMNITY

The Corporation shall indemnify its directors, officers and employees as follows:

(a) Every director, officer, or employee of the Corporation shall be indemnified by the Corporation against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon him in connection with any proceeding to which he may be made a party, or in which he may become involved, by reason of his being or having been a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of the corporation, partnership, joint venture, trust or enterprise, or any settlement thereof, whether or not he is a director, officer, employee or agent at the time such expenses are incurred, except in such cases wherein the director, officer, or employee is adjudged guilty of willful misfeasance or malfeasance in the performance of his duties; provided that in the event of a settlement the indemnification herein shall apply only when the Board of Directors approves such settlement and reimbursement as being for the best interests of the Corporation.

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(b) The Corporation shall provide to any person who is or was a director, officer, employee, or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of the corporation, partnership, joint venture, trust or enterprise, the indemnity against expenses of suit, litigation or other proceedings which is specifically permissible under applicable law.

(c) The Board of Directors may, in its discretion, direct the purchase of liability insurance by way of implementing the provisions of this Article V.

ARTICLE VI
CONTRACTS, LOANS, CHECKS AND DEPOSITS

SECTION 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

SECTION 2. Loans. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

SECTION 3. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

SECTION 4. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.

ARTICLE VII
CERTIFICATES FOR SHARES AND THEIR TRANSFER

SECTION 1. Certificates for Shares. Certificates representing shares of the Corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President and by the Secretary or by such other officers authorized by law and by the Board of Directors so to do, and sealed with the corporate seal. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of

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issue, shall be entered on the stock transfer books of the Corporation. All certificates surrendered to the Corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed or mutilated certificate, a new one may be issued therefor upon such terms and indemnity to the Corporation as the Board of Directors may prescribe.

SECTION 2. Transfer of Shares. Transfer of shares of the Corporation shall be made only on the stock transfer books of the Corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes. Provided, however, that upon any action undertaken by the shareholders to elect S Corporation status pursuant to Section 1362 of the Internal Revenue Code and upon any shareholders agreement thereto restricting the transfer of said shares so as to disqualify said S Corporation status, said restriction on transfer shall be made a part of the bylaws so long as said agreement is in force and effect.

ARTICLE VIII
FISCAL YEAR

The fiscal year of the corporation shall begin on the 1st day of January and end on the 31st day of December of each year.

ARTICLE IX
DIVIDENDS

The Board of Directors may from time to time declare, and the Corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation.

ARTICLE X
CORPORATE SEAL

The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Corporation and the state of incorporation and the words, “Corporate Seal”.

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ARTICLE XI
WAIVER OF NOTICE

Unless otherwise provided by law, whenever any notice is required to be given to any shareholder or director of the Corporation under the provisions of these Bylaws or under the provisions of the Articles of Incorporation or under the provisions of the applicable Business Corporation Act, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XII
AMENDMENTS

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the Board of Directors at any regular or special meeting of the Board of Directors.

The above Bylaws are certified to have been adopted by the Board of Directors of the Corporation on the 20th day of September, 1995.

/s/ Alan S. Weinstein

Secretary

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EX-3.5

Exhibit 3.5

ARTICLES OF INCORPORATION
OF
ABBOTT MERGER, INC.

The undersigned natural person(s) of the age of eighteen years or more for the purpose of forming a corporation under the General and Business Corporation Law of Missouri hereby adopts the following Articles of Incorporation:

Article I

The name of the corporation (hereinafter referred to as the “Corporation”) is:  ABBOTT MERGER, INC.

Article II

The address, including street and number, if any, of the Corporation’s initial registered office in this state is 714 Locust Street, St. Louis, MO 63101.  The name of its initial agent at such address is Charles E. Valier.

Article III

The aggregate number, class and par value, if any, of shares which the Corporation shall have authority to issue is shall be:  Thirty Thousand (30,000) shares of Common Stock all of which shall have no par value per share amounting in the aggregate not to exceed Thirty Thousand Dollars ($30,000,000).

There are no preferences, qualifications, limitations, restrictions, and special or relative rights, including convertible rights, if any, in respect of the shares of the Common Stock.

Article IV

The preemptive right of a shareholder to acquire additional shares is as follows:

1.Whenever the Board of Directors of the corporation authorizes the issuance of shares of common stock, or any rights, options or warrants to purchase any common stock, or securities of any type whatsoever that are, or may become, convertible into or exchangeable for, such stock, rights, options, warrants or securities (hereinafter collectively referred to as “Securities”), the Securities shall first be offered ratably to the existing holders of shares of common stock on the date of the authorization by the Board of Directors of such issuance (collectively, the “Existing Holders” and each, individually, an “Existing Holder”).  Each Existing Holder shall be entitled to exercise preemptive rights for that number of such Securities that bears the same ratio to such Securities as the

number of shares of common stock owned of record by such Existing Holder bears to the total number of issued and outstanding shares of common stock (the “Preemptive Rights Entitlement”).

2.The preemptive rights provided for in this Article IV shall entitle the Existing Holder to subscribe for, purchase or otherwise acquire any Securities to be offered for sale, at a price or at prices not less favorable than the price or prices at which such Securities are proposed to be offered for sale to others, without deduction of any expenses of, or compensation for, underwriting or purchase of such Securities by underwriters or dealers.  In the event that the corporation proposes to offer for sale to others any Securities for a consideration other than cash, such preemptive rights shall be exercisable by each Existing Holder for cash, in an amount which, in the determination of the Board of Directors, shall equal the fair market value of any consideration other than cash.

3.The corporation shall, on the tenth (10th) business day after the date of authorization of the issuance of any Securities, give notice to each Existing Holder (the “Issuance Notice”) of such authorization.  The Issuance Notice shall specify the number of Securities to be issued, a full description of such class of Securities and the offering price thereof.

4.The preemptive rights granted pursuant to this Article IV with respect to any Securities to be issued by the corporation may be exercised by each Existing Holder only by the giving of notice of such exercise within fifteen (15) business days after receipt by such Existing Holder of the Issuance Notice (the “Preemptive Rights Period”).  If any Existing Holder fails or declines to purchase such Existing Holder’s Preemptive Rights Entitlement so offered (a “Declining Rightholder”), the Securities not purchased by the Declining Rightholder shall be offered to those Existing Holders who shall have duly exercised their preemptive rights with respect to that issue (the “Accepting Shareholders”).  Each of the Accepting Shareholders shall be entitled to purchase the Securities not purchased by the Declining Shareholders (the “Reoffered Securities”) in the same proportion that the Preemptive Rights Entitlement of such Accepting Shareholder bears to the aggregate of the Preemptive Rights Entitlement of all Accepting Shareholders.  On the fifteenth (15th) business day after the expiration of the Preemptive Rights Period, the corporation shall give notice (the “Reoffer Notice”) to each of the Accepting Shareholders of the amount of Reoffered Securities available for purchase.

5.The preemptive rights granted with respect to the Reoffered Securities shall be exercised by an Accepting Shareholder by the giving of notice of such exercise within fifteen (15) business days after receipt by the Existing Holders of the Reoffer Notice.  In the event that any Accepting Shareholder fails or declines to purchase such Accepting Shareholder’s proportionate share of such Reoffered Securities, then such unpurchased Reoffered Securities shall continue to be offered in the same manner proportionately to those Accepting Shareholders who properly exercised their rights to

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purchase the Reoffered Securities most recently offered to them, until such time as all of the Securities to be issued have been purchased by Accepting Shareholders or all Accepting Shareholders shall have failed or declined to purchase any of the Reoffered Securities most recently offered to them, at which time the preemptive rights granted by this Article IV shall be exhausted with respect to that particular issue of Securities.

Article V

The name and place of residence of each incorporator is as follows:

Name	Street	City/State/Zip
Nelson H. Howe II	20 Danfield Road	St. Louis, MO 63124

Article VI

The number of directors to constitute the board of directors of the Corporation is two (2).

Article VII

The duration of the Corporation is perpetual.

Article VIII

The Corporation is formed for the following purposes:

1.To provide mobile medical and emergency medical transport services and emergency medical services to members of the community throughout metropolitan St. Louis and surrounding areas, and in connection therewith, to supply ambulance services, to supply the services of nurses, paramedics and other specialists, to contract with and employ nurses, paramedics and other specialists, to provide facilities, equipment, products and services incidental to such services, and to provide any related services routinely provided to nurses, paramedics and other specialists and to engage in any other business lawful and permitted pursuant to the laws of the State of Missouri, and to engage in any other business lawful and permitted pursuant to the laws of the State of Missouri; and

2.To do anything permitted of corporations formed pursuant to the provisions of The General and Business Corporation Law of Missouri, as amended from time to time.

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Article IX

The Board of Directors is expressly authorized by unanimous consent to make, amend, alter and rescind the Bylaws of the Corporation.

Article X

A.Actions Involving Directors and Officers.  The Corporation shall indemnify each person who at any time is serving or has served as a director or officer of the Corporation against any claim, liability or expense incurred as a result of such service, or as a result of any other service on behalf of the Corporation, or service at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, to the maximum extent permitted by law.  Without limiting the generality of the foregoing, the Corporation shall indemnify any such person who was or is a party (other than a party plaintiff suing on his own behalf or in the right of the Corporation), or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including, but not limited to, an action by or in the right of the Corporation) by reason of such services against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding.

B.Actions Involving Employees or Agents.

1.The Corporation may, if it deems appropriate and as may be permitted by this Article, indemnify any person who at any time is serving or has served as an employee or agent of the Corporation against any claim, liability or expense incurred as a result of such service or as a result of any other service on behalf of the Corporation, or service at the request of the Corporation, as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise to the maximum extent permitted by law or to such lesser extent as the Corporation, in its discretion, may deem appropriate.  Without limiting the generality of the foregoing, the Corporation may indemnify any such person who was or is a party (other than a party plaintiff suing on his own behalf or in the right of the Corporation), or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including, but not limited to, an action by or in the right of the Corporation) by reason of such services, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding.

2.To the extent that an employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section B(1) of this Article, or in defense of any claim, issue or matter therein, he

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shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the action, suit or proceeding.

C.Determination of Right to Indemnification in Certain Circumstances.  Any indemnification required under Section A of this Article or authorized by the Corporation under Section B of this Article (unless ordered by a court) shall be made by the Corporation unless a determination is reasonably and promptly made that indemnification of the director, officer, employee or agent is not proper in the circumstances because he has not met the applicable standard of conduct set forth in or established pursuant to this Article.  Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the shareholders.

D.Advance Payment of Expenses.  Expenses incurred by a person who is or was a director or officer of the Corporation in defending a civil or criminal action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding, and expenses incurred by a person who is or was an officer, employee or agent of the Corporation in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors, in either case upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation as authorized in or pursuant to this Article.

E.Not Exclusive.  The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under the Bylaws of the Corporation or any statute, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office.

F.Indemnification Agreements Authorized.  Without limiting the other provisions of this Article, the Corporation is authorized from time to time, without further action by the shareholders of the Corporation, to enter into agreements with any director, officer, employee or agent of the Corporation providing such rights of indemnification as the Corporation may deem appropriate, up to the maximum extent permitted by law.  Any such agreement entered into by the Corporation with a director may be authorized by the other directors, and such authorization shall not be invalid on the basis that similar agreements may have been or may thereafter be entered into with such other directors.

G.Standard of Conduct.  Except as may otherwise be permitted by law, no person shall be indemnified pursuant to this Article (including without limitation pursuant to any agreement entered into pursuant to Section F of this Article) from or on

5

account of such person’s conduct which is finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct.  The Corporation may (but need not) adopt a more restrictive standard of conduct with respect to the indemnification of any employee or agent of the Corporation.

H.Insurance.  The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was otherwise serving on behalf or at the request of the Corporation in any such capacity, or arising out of his status as such, whether or not the Corporation is obliged to or would have the power to indemnify him against such liability under the provisions of this Article; provided, that the obtaining of any such insurance shall not give rise to any right to indemnification for any director, officer, employee or agent except as otherwise specified herein, in the Bylaws of the Corporation, or by separate agreement with the Corporation.

I.Certain Definitions.  For purposes of this Article:

1.Any director or officer of the Corporation who shall serve as a director, officer or employee of any other corporation, partnership, joint venture, trust or other enterprise of which the Corporation, directly or indirectly, is or was the owner of a majority of either the outstanding equity interests or the outstanding voting stock (or comparable interests) shall be deemed to be serving as such director, officer or employee at the request of the Corporation, unless the Board of Directors of the Corporation shall determine otherwise.  In all other instances where any person shall serve as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise of which the Corporation is or was a stockholder or creditor, or in which it is or was otherwise interested, if it is not otherwise established that such person is or was serving as such director, officer, employee or agent at the request of the Corporation, the Board of Directors of the Corporation may determine whether such service is or was at the request of the Corporation, and it shall not be necessary to show any actual or prior request for such service.

2.References to a corporation include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation so that any person who is or was a director, officer, employee or agent of such a constituent corporation or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Article with respect to the resulting or surviving corporation as he would if he had served the resulting or surviving corporation in the same capacity.

3.The term “other enterprise” shall include employee benefit plans; the term “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; the term “serving at the request of the corporation” shall include any service

6

as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to any employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have satisfied any standard of care required by or pursuant to this Article in connection with such plan.

J.Survival.  Any indemnification rights provided pursuant to this Article shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.  Notwithstanding any other provision in these Articles of Incorporation, indemnification rights arising under or granted pursuant to this Article shall survive amendment or repeal of this Article with respect to any acts or omissions occurring prior to the effective time of such amendment or repeal and persons to whom such indemnification rights are given shall be entitled to rely upon such indemnification rights with respect to such acts or omissions as a binding contract with the Corporation.

K.Amendment.  The affirmative vote of the holders of record of outstanding shares representing all of the outstanding shares of capital stock of the Corporation then entitled to vote generally in the election of directors, voting together as a single class, shall be required to amend, repeal or adopt any provision inconsistent with this Article, notwithstanding the fact that a lesser percentage may be specified by the laws of Missouri.

Article XI

The Corporation shall have the authority to amend these Articles of Incorporation, at any time or from time to time, as permitted by the provisions of The General and Business Corporation Law of Missouri, as amended from time to time.

IN WITNESS WHEREOF, these Articles of Incorporation have been signed this 26th day of May, 2004.

/s/ Nelson H. Howe II

Nelson H. Howe II, Incorporator

7

STATE OF MISSOURI	)
	) SS.
CITY OF ST. LOUIS	)

I, Jean G. Meyer, a Notary Public, do hereby certify that on the 26th day of May, 2004, personally appeared before me, NELSON H. HOWE II, and being duly sworn by me acknowledged that he signed as his own free act and deed the foregoing document in the capacity therein set forth and declared that the statements therein contained are true.

/s/ Jean G. Meyer

Notary Public

My commission expires January 3, 2007

My County of Commission City of St. Louis

8

ARTICLES OF MERGER
(Section 355.631)

OF

ABBOTT AMBULANCE, INC.

INTO

ABBOTT MERGER, INC.

Pursuant to the provision of Missouri Nonprofit Corporation Act, the undersigned corporations certify the following:

1.That ABBOTT AMBULANCE, INC., a Missouri nonprofit corporation and ABBOTT MERGER, INC., a Missouri corporation, are hereby merged and that ABBOTT MERGER, INC. is the surviving corporation.

2.PLAN OF MERGER

WHEREAS, Barnes-Jewish Hospital (“BJH”) and Saint Louis University (“SLU”) are the sole equal members of Abbott Ambulance, Inc., a Missouri non-profit (public benefit) corporation (“Abbott”); and

WHEREAS, BJH and SLU are the sole equal shareholders of Abbott Merger, Inc., a Missouri corporation (“New Abbott” or “Surviving Entity” and, together with Abbott, the “Merging Entities”); and

WHEREAS, the Merging Entities deem it advisable that Abbott and New Abbott merge with New Abbott, being the Surviving Entity, and approve the Plan of Merger set forth below herein; and

WHEREAS, this Plan of Merger has been unanimously approved by BJH and SLU as the sole members of Abbott and as the sole shareholders of New Abbott; and

WHEREAS, the merger agreed to herein is permitted by the law of Missouri under which the Merging Entities are organized.

NOW, THEREFORE, in consideration of the promises and of the mutual agreements herein set forth, the Merging Entities agree and do plan to merge upon the terms and conditions below stated:

1.Agreement to Merge.  The Merging Entities hereby agree that Abbott shall be merged into New Abbott.

9

2.Name of Surviving Entity.  The name of the Surviving Entity shall be changed to “Abbott Ambulance, Inc.”

3.Terms and Conditions.

(a)Transfer.  All properties, rights, privileges, leases, patents, and licenses of Abbott are to be transferred to and become the property of New Abbott as the survivor.  The officers and board of directors of the above-named Merging Entities are authorized to execute all deeds, assignments, and documents of every nature which may be needed to effectuate full and complete transfer of ownership.

(b)Officers and Directors.  The officers and directors of New Abbott shall continue in office until their successors are duly elected and qualified under the provisions of the Bylaws of New Abbott.

(c)Effective Date.  The merger shall be effective on the filing of the Articles of Merger containing this Plan of Merger with the Missouri Secretary of State.

(d)Termination.  This Plan may be terminated and the merger abandoned at any time prior to filing the Articles of Merger containing this Plan with the Missouri Secretary of State upon the affirmative vote of the members of Abbott or the shareholders of New Abbott at a duly held meeting or by action duly taken in writing prior to such filing.

(e)Organizational Documents.  The Merging Entities agree that no changes are required or desired to be made to the organizational documents of the Surviving Entity except that the corporate name shall be changed to “Abbott Ambulance, Inc.” and that the organizational documents of the Surviving Entity with said name change shall be its organizational document.

(f)Amendment to Articles.  The Articles of Incorporation of Abbott Merger, Inc., the survivor, shall be amended to change its name to “Abbott Ambulance, Inc.”

4.Conversion of Interest.  As part of the Plan of Merger, BJH and SLU as members of Abbott shall receive in exchange for their membership interest in Abbott 100 shares of common stock of New Abbott, being all of the outstanding shares of the Surviving Entity, and BJH and SLU shall continue to equally own all the outstanding shares of New Abbott.

5.That the Board of Directors of each of the above-named Merging Entities unanimously approved the Plan of Merger set forth in these Articles by action in writing on June 9, 2004.

10

6.             That BJH and SLU are the sole equal members of Abbott and have unanimously approved this Plan of Merger by action in writing on June 9, 2004.

7.             That BJH and SLU are the sole equal shareholders of New Abbott (each owning fifty (50) shares of the outstanding common stock) and have unanimously approved the Plan of Merger by action in writing on June 9, 2004.

8.             At least twenty (20) days before consummation of this merger, notice including a copy of the proposed Plan of Merger and, if applicable, evidence of compliance with §355.621(4) was delivered to the attorney general.

9.             Abbott Merger, Inc. Articles of Incorporation are to be amended changing its name to “Abbott Ambulance, Inc.”

IN WITNESS WHEREOF, these Articles of Merger have been executed in duplicate by the aforementioned corporations on the day and year hereafter acknowledged.

	ABBOTT AMBULANCE, INC.
CORPORATE SEAL
	By	/s/ William R.Kauffman
		Chairman of the Board
ATTEST:	William R. Kauffman		6/10/04
	Printed Name		Date
Assistant Secretary
	ABBOTT MERGER, INC.
NONE	By	/s/ Donald W. Fitzgerald
		President OR Vice President
ATTEST:	Donald W. Fitzgerald		6/22/04
	Printed Name		Date
/s/ Gregory A. Patterson
Secretary or Assistant Secretary

11

STATE OF MISSOURI	)
	) ss.
CITY OF ST. LOUIS  )

I, Gregory A. Patterson, a Notary Public, do hereby certify that on June 10, 2004, personally appeared before me William R. Kauffman who being by me first duly sworn, declared that he/she is the Chair of the Board of ABBOTT AMBULANCE, INC., a Missouri nonprofit corporation, that he signed the foregoing document as Chair of the Board of the corporation, and that the statements therein contained are true.

(Notarial Seal or Stamp)
	/s/ Gregory A. Patterson
	Notary Public
	My commission expires 9-7-07
	My County of Commission St. Louis City

STATE OF MISSOURI	)
	) ss.
CITY OF ST. LOUIS	)

I, Julie L. Siebert, a Notary Public, do hereby certify that on June 22, 2004, personally appeared before me Donald W. Fitzgerald who being by me first duly sworn, declared that he/she is the President of ABBOTT MERGER, INC., a Missouri corporation, that he/she signed the foregoing document as President of the corporation, and that the statements therein contained are true.

(Notarial Seal or Stamp)

/s/ Julie L. Siebert

Notary Public

My commission expires 4-14-07

My County of Commission St. Louis City

12

STATE OF MISSOURI

Matt Blunt, Secretary of State

Corporations Division

P.O. Box 778 / 600 W. Main Street, Rm 322

Jefferson City, MO 65102

Statement of Change of Registered Agent and/or Registered Office
By a Foreign or Domestic For Profit or Nonprofit Corporation or a Limited Liability Company

Instructions

1.This form is to be used by either a for profit or nonprofit corporation or a limited liability company to change either or both the name of its registered agent and/or the address of its existing registered agent.

2.There is a $10.00 fee for filing this statement.

3.P.O. Box may only be used in conjunction with a physical street address.

4.Agent and address must be in the State of Missouri.

5.The corporation may not act as its own agent.

Charter No. 00589673

(1)The name of the business entity is: Abbott Ambulance, Inc.

(2)The address, including street and number, of its present registered office (before change) is: 714 Locust Street, St. Louis, MO 63101

Address City/State/Zip

(3)The address, including street and number, of its registered office is hereby changed to: 505 North & South Rd., #3B University City, MO 63130

Address (P.O. Box may only be used in conjunction with a physical street address) City/State/Zip

(4)The name of its present registered agent (before change) is: Charles E. Vallor

(5)The name of the new registered agent is:  Stephen L. Ukman

Authorized signature of new registered agent must appear below:

/s/

(May attach separate originally executed written consent to this form in lieu of this signature)

(6)The address of its registered office and the address of the office of its registered agent, as changed, will be identical.

(7)The change was duly authorized by the business entity named above.

In Affirmation thereof, the facts stated above are true and correct.
(The undersigned understands that false statements made in this filing are subject to the penalties provided under Section 575.040, RSMo)

/s/ Bernie Squitieri	Bernie Squitieri
Authorized signature of officer or, if applicable, chairman of the board	Printed Name
Vice President, Secretary and Treasurer	12/1/04
Title	month/day/year

Name and address to return filed document:

Name: Stephen L. Ukman

Address: 505 North & South Rd., #3B

City, State, and Zip Code:  University City, MO 63130

STATE OF MISSOURI

Matt Blunt, Secretary of State

Corporations Division

P.O. Box 778 / 600 W. Main Street, Rm 322

Jefferson City, MO 65102

Amendment of Articles of Incorporation
for a General Business or Close Corporation

Pursuant to the provisions of the General and Business Corporation Law of Missouri, the undersigned Corporation certifies the following:

1.The present name of the Corporation is Abbott Ambulance, Inc.

00589673

The name under which it was originally organized was Abbott Merger, Inc. -

2.An amendment to the Corporation’s Articles of Incorporation was adopted by the shareholders on

9/27/2004

month/day/year

3.Article Number Six is amended to read as follows:

The number of directors to constitute the board of directors of the Corporation is three (3).

(If more than one article is to be amended or more space is needed attach additional pages)

Name and address to return filed document:

Name: Stephen L. Ukman

Address: 505 North & South Rd., #3B

City, State, and Zip Code: University City, MO 63130

4.Of the 100 shares outstanding, 100 of such shares were entitled to vote on such amendment.

The number of outstanding shares of any class entitled to vote thereon as a class were as follows:

Class	Number of Outstanding Shares
Common	100

5.The number of shares voted for and against the amendment was as follows:

Class	No. Voted For	No. Voted Against
Common	100	0

6.If the amendment provides for an exchange, reclassification, or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, the following is a statement of the manner in which such reduction shall be effected:

7.If the effective date of the amendment is to be a date other than the date of filing of the certificate of amendment with the Secretary of State, then the effective date, which shall be no more than 90 days following the filing date, shall be specified:

In Affirmation thereof, the facts stated above are true and correct:
(The undersigned understands that false statements made in this filing are subject to the penalties provided under Section 575.040, RSMo)

/s/ Bernie Squitieri	Bernie Squitieri	Vice Pres., Sec. & Tres.	12/1/04
Authorized Signature	Printed Name	Title	Date

15

STATE OF MISSOURI

Robin Carnahan, Secretary of State

Corporations Division

P.O. Box 778 / 600 W. Main Street, Rm 322

Jefferson City, MO 65102

Statement of Change of Registered Agent and/or Registered Office
By a Foreign or Domestic For Profit or Nonprofit Corporation or a Limited Liability Company

Instructions

1.This form is to be used by either a for profit or nonprofit corporation or a limited liability company to change either or both the name of its registered agent and/or address of its existing registered agent.

2.There is a $10.00 fee for filing this statement.

3.P.O. Box may only be used in conjunction with a physical street address.

4.Agent and address must be in the State of Missouri.

5.The corporation may not act as its own agent.

Charter No. 00589673

(1)The name of the business entity is: Abbott Ambulance, Inc.

(2)The address, including street and number, of its present registered office (before change) is:

2500 Abbott Place, St. Louis, MO 63143

Address City/State/Zip

(3)The address, including street and number, of its registered office is hereby changed to:

2500 Adie Road, St. Louis, MO 63043

Address  (P.O. Box may only be used in conjunction with a physical street address)  City/State/Zip

(4)The name of its present registered agent (before change) is: Stephen Ukman

(5)The name of the new registered agent is: Rodney Washburn

Authorized signature of new registered agent must appear below:

/s/ Rodney Washburn

(May attach separate originally executed written consent to this form in lieu of this signature)

(6)The address of its registered office and the address of the office of its registered agent, as changed, will be identical.

(7)The change was duly authorized by the business entity named above.

In Affirmation thereof, the facts stated above are true and correct.
(The undersigned understands that false statements made in this filing are subject to the penalties provided under Section 575.040, RSMo)

/s/ Rodney Washburn		Rodney Washburn
Authorized signature of officre or, if applicable, chairman of the board		Printed Name
Secretary		11/14/05
Title	month/day/year

Name and address to return filed document:

Name: Kevin Fairlie

Address: 2500 Abbott Place

City, State, and Zip Code: St. Louis, MO 63143

STATE OF MISSOURI

Robin Carnahan, Secretary of State

Corporations Division

P.O. Box 778 / 600 W. Main Street, Rm 322

Jefferson City, MO 65102

Statement of Change of Registered Agent and/or Registered Office
By a Foreign or Domestic For Profit or Nonprofit Corporation or a Limited Liability Company

Instructions

1.This form is to be used by either a for profit or nonprofit corporation or a limited liability company to change either or both the name of its registered agent and/or address of its existing registered agent.

2.There is a $10.00 fee for filing this statement.

3.P.O. Box may only be used in conjunction with a physical street address.

4.Agent and address must be in the State of Missouri.

5.The corporation may not act as its own agent.

Charter No. 00589673

(1)The name of the business entity is: ABBOTT AMBULANCE, INC.

(2)The address, including street and number, of its present registered office (before change) is:

2500 Adie Rd., St. Louis, MO 63043
Address	City/State/Zip

(3)The address, including street and number, of its registered office is hereby changed to:

221 Bolivar Street, Jefferson City, MO 65101

Address  (P.O. Box may only be used in conjunction with a physical street address)  City/State/Zip

(4)The name of its present registered agent (before change) is: Rodney Washburn

(5)The name of the new registered agent is: CSC-Lawyers Incorporating Service Company

Authorized signature of new registered agent must appear below:

/s/ Amy Gudgel Amy Gudgel, Asst. Vice President

(May attach separate originally executed written consent to this form in lieu of this signature)

(6)The address of its registered office and the address of the office of its registered agent, as changed, will be identical

(7)The change was duly authorized by the business entity named above.

In Affirmation thereof, the facts stated above are true and correct.
(The undersigned understands that false statements made in this filing are subject to the penalties provided under Section 575.040, RSMo)

/s/ Todd Zimmerman	Todd Zimmerman
Authorized signature of officer or, if applicable, chairman of the board	Printed Name

Executive Vice President	12/14/07
Title	month/day/year

Name and address to return filed document:

Name:	Illinois Corporation Service Company,
	Attn: Amy Gudgel
Address:	801 Stevenson Drive

City, State, and Zip Code: Springfield, IL  62703

STATE OF MISSOURI

Robin Carnahan, Secretary of State

Corporations Division

P.O. Box 778 / 600 W. Main Street, Rm 322

Jefferson City, MO 65102

Application for Reinstatement
(Submit with a filing fee of $       for General           , $       for Nonprofit)

(1)The corporation’s name is: Abbott Ambulance, Inc.

(2)The date of the forfeiture/administrative dissolution was: 12/26/2007

(3)The grounds for forfeiture/administrative dissolution which have been eliminated were: (Check all that may apply)

xFailing to file an              registration report;

oFailing to              a registered agent or office;

oFailing to extend the period of                      ;

oProcuring        Charter/Authorization by fraud;

oFailing to pay/file franchise taxes;

oFailing to pay any final assessment of employer withholding tax or sales and use taxes, including local sales taxes.

(4)Attached is a certificate of tax clearance from the Department of Revenue relating that all state taxes have been paid.

In Affirmation thereof, the facts stated above are true and correct.
(The undersigned understands that false statements made in this filing are subject to the penalties provided under Section 575.040. RSMo)

/s/ Mark Bruning	Mark Bruning
Authorized signature of officer or, if applicable, chairman of the board	Printed Name
President	11/30/09
Title	month/day/year

Name and address to return filed document:

Name:

Address:

City, State, and Zip Code:

	Missouri
TAXATION DIVISION	DEPARTMENT OF REVENUE
P O BOX 3666
JEFFERSON CITY MO 65105-3666	Telephone: (573) 751-9268
	Fax: (573) 522-1265
	E-mails:

CERTIFICATE OF TAX CLEARANCE

ABBOTT AMBULANCE INC.	DATE:  MARCH 9, 2010
6200 S SYRACUSE WAY #200
GREENWOOD VILLAGE CO 80111	MISSOURI CORPORATION CHARTER
	NUMBER: 00589673

Thank you for contacting the Missouri Department of Revenue.  In response to the corporation’s request, a review of the tax records has been completed.  All taxes owed, including all liabilities owed as determined by the Division of Employment Security, pursuant to Chapter 288, RSMo, have been paid.

This statement is not to be construed as limiting the authority of the Director of Revenue to pursue collection of liabilities resulting from final litigation, default in payment of any installment agreement entered into with the Director of Revenue, any successor liability that may become due in the future, or audits or reviews of the taxpayer’s records as provided by law.

This Certificate of Tax Clearance must be presented to the Missouri Secretary of State’s Office with any required paperwork and payment.  For information concerning the Secretary of State’s requirements, you may call their office at (573) 751-4153 or toll free at (866) 223-6535.

If you require additional information or assistance, please contact the Taxation Division at Post Office Box 3666, Jefferson City, Missouri 65105-3666 or by telephone at (573) 751-9268 during the hours of 8:00 a.m. to 5:00 p.m.

THIS CERTIFICATE REMAINS VALID FOR SIXTY (60) DAYS FROM THE ISSUANCE DATE.  If you do not complete your transaction in sixty (60) days you must

obtain a new Certificate of Tax Clearance.  Additionally, a new Form 943, Request for Tax Clearance, may be required.

Sincerely,

/s/ HT Iveson

H.T. Iveson

Director of Taxation Division

20

AMENDMENT OF ARTICLES OF INCORPORATION

OF

ABBOTT AMBULANCE, INC.

Pursuant to the provisions of The General and Business Corporation Law of Missouri, the undersigned Corporation certifies the following:

1.The present name of the Corporation is Abbott Ambulance, Inc. (00589673).  The name under which it was originally organized was Abbott Merger, Inc.

2.Amendments to the Corporation’s Articles of Incorporation were adopted by the shareholder on September 21, 2011.

3.Article Six is hereby removed in its entirety and Articles Seven thru Eleven are hereby renumbered as Articles Six thru Ten.

4.Of the 100 shares outstanding, 100 of such shares were entitled to vote on such amendment.

The number of outstanding shares of any class entitled to vote thereon as a class were as follows:

Class	Number of Outstanding Shares
Common	100

5.The number of shares voted for and against the amendment was as follows:

Class	No. Voted For	No. Voted Against
Common	100	0

In affirmation thereof, the facts stated above are true and correct:

(The undersigned understands that false statements made in this filing are subject to the penalties provided under Section 575.040, RSMo)

/s/ Craig A. Wilson	Craig A. Wilson	Secretary	9/21/11
Signature	Printed Name	Title	Date

2

EX-3.6

Exhibit 3.6

REVISED AND RESTATED BY-LAWS OF
ABBOTT AMBULANCE, INC.

(FORMERLY ABBOTT MERGER, INC.)

ARTICLE ONE

Offices

1.1Principal Office.  The principal office of the Corporation shall be located in the City or County of St. Louis of the State of Missouri.  The Corporation may have such other offices at such places as the Board of Directors may from time to time determine or the business of the Corporation may require.

1.2Registered Office.  The address of the registered office of the Corporation may be changed from time to time by the Board of Directors.

ARTICLE TWO

Shareholders

2.1Classes.  The Corporation shall have one class of common stock held by the following shareholders:

LPG AMBULANCE SERVICES, LLC

2.2Annual Meeting and Action Without Meeting by Written Consent.  The shareholders shall have an annual meeting on the last Friday in August, at such time and place as the Board of Directors shall determine, except that the shareholders may take any action without a meeting as provided by R.S.Mo. Section 351.273.

2.3Special Meetings.  Special meetings of the shareholders may be called at any time for any purpose or purposes by the President, by a Vice President, or by the Board of Directors, or any one of the shareholders.  Such request shall state the purpose or purposes of the meeting.  Business transacted at all special meetings of shareholders shall be confined to the purpose or purposes stated in the notice of the meeting.

2.4Place of Holding Meetings.  All meetings of shareholders shall be held at the principal office of the Corporation or elsewhere in the United States as designated by the Board of Directors.

2.5Notice of Meetings.  Written notice of each meeting of the shareholders shall be mailed by first class or registered mail, postage prepaid by the Secretary, to each shareholder of record entitled to vote thereat at his post office address or delivered by wire or wireless communication, as it appears upon the books of the Corporation, at least ten (10) days but no more than seventy (70) days before the meeting.  Each such notice shall state the place, day, and hour at which the meeting is to be held, together with any other matters required by Section 351.230 of The General and Business Corporation Law of Missouri, and, in the case of any special meeting, shall also state the matter or matters for which the meeting is called.

2.6Waiver of Notice.  A. A shareholder may waive any notice required by The General and Business Corporation Law of Missouri, the Articles of Incorporation, or these Bylaws, before or after the date and time stated in the notice.  The waiver must be in writing, signed by the shareholder entitled to the notice, and delivered to the Corporation for inclusion in the minutes or filing with the corporate records.

B.A shareholder’s attendance at a meeting:

(1)Waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting;

(2)Waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.

2.7Quorum.  The presence in person or by proxy of all of the shareholders of the Corporation shall constitute a quorum at all meetings of the shareholders.  If less than a quorum shall be in attendance at the time for which the meeting shall have been called, the meeting may be adjourned from time to time by a majority vote of the shareholders present or represented, without any notice other than by announcement at the meeting, until a quorum shall attend.  At any adjourned meeting at which a quorum shall attend, any business may be transacted which might have been transacted if the meeting had been held as originally called.

2.8Voting.  At all meetings of shareholders, every shareholder entitled to vote thereat shall have one (1) vote per outstanding share of common stock owned by such shareholder.  Such vote may be either in person or by proxy appointed by an instrument in writing subscribed by such shareholder or his duly authorized attorney, bearing a date not more than three (3) months prior to said meeting.  Such proxy shall be dated, but need

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not be sealed, witnessed or acknowledged.  Except as otherwise provided in the Articles of Incorporation, these By-Laws or by law, all elections shall be had and all questions shall be decided by majority vote.

ARTICLE THREE

Directors

3.1Powers.  The property and affairs of the Corporation shall be managed by the Board of Directors of the Corporation, all of whom shall be officers, directors, members, or employees of shareholder or an affiliate or designee thereof.  The Board of Directors shall have and is vested with all powers and authorities, except as may be expressly limited by law, the Articles of Incorporation of the Corporation or these By-Laws, to supervise, control, direct and manage the property, affairs and activities of the Corporation, to determine the policies of the Corporation, to do or cause to be done any and all lawful things for and on behalf of the Corporation, to exercise or cause to be exercised any and all of its powers, privileges or franchises, and to seek the effectuation of its objects and purposes.

3.2Directors.  The shareholder shall designate two (2) Directors [three (3) when the Amendment of Articles of Incorporation increasing the number of Directors from two (2) to three (3) is filed with the Missouri Secretary of State] who shall serve for a regular term of one year or until their successors shall have been duly designated and qualified.

Any action which is required to be or may be taken by the Board of Directors pursuant to corporate resolution shall, except as otherwise provided by the Articles of Incorporation, these By-Laws or by law, be approved by a majority vote of the Board of Directors or with unanimous written approval of the Board of Directors.  The Board shall determine the limit of authority of each person who is empowered to sign corporate checks.

Notwithstanding the foregoing, the following actions require the unanimous vote of the Board of Directors:

a.Sale of substantially all of the assets of the Corporation.

b.Compensation to any Director or officer or to an employee who is a family member of a Director or officer.

c.Declaration of dividends.

d.The incurring of secured indebtedness.

e.Election of officers.

f.Merger, consolidation or dissolution.

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3.3Number of Directors.  The number of voting Directors of the Corporation shall be two (2) until the Amendment of Articles of Incorporation increasing the number of Directors from two (2) to three (3) is filed with the Missouri Secretary of State.

3.4Election and Terms of Office.  Each Director appointed by the shareholder shall serve as a Director until the expiration of such Director’s term, until designation by the shareholder of a new Director to replace such Director, or until the shareholder ceases to be a shareholder.  At the first annual meeting and thereafter at every annual meeting of shareholders and of the Board of Directors, as the first order of business of the meeting, Directors shall be chosen by the shareholder to fill the vacancies created by such expirations, to serve for a term of one year and/or until their successors are duly designated, and commence their term of office.  After the appointment of new Directors, the meeting shall continue as a meeting of the Board of Directors, for the purpose of electing officers and transacting such other business as may be presented to the meeting; no notice need be given to such newly designated Directors who are present at such meeting or who sign waivers of notice thereof.

3.5Vacancies.  Any vacancy occurring in the Board of Directors shall be filled by the shareholder.  The new Director will complete the unexpired term of the replaced Director.

3.6Compensation.  Directors as such shall not receive any stated salaries for their services, but nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation or reimbursement of expenses therefor.

3.7Director Conflicts of Interest.  A transaction with the Corporation in which a Director of the Corporation has a material interest (“conflict of interest transaction”) is not voidable or the basis for imposing liability on a Director if the transaction was not unfair to the Corporation at the time it was entered into or is approved in advance by the vote of the Board of Directors or a committee of the Board if:

(a)The material facts of the transaction and the Director’s interest are disclosed or known to the Board or committee of the Board; and

(b)The Directors approving the transaction in good faith reasonably believe that the transaction is not unfair to the Corporation.

A conflict of interest transaction is authorized, approved, or ratified if it receives the affirmative vote of a majority of the Directors on the Board or on the committee, who have no direct or indirect interest in the transaction, but a transaction may not be authorized, approved, or ratified by a single Director.  The presence of, or a vote cast by, a Director with a material interest in the transaction does not affect the validity of any action taken if the transaction is otherwise approved as provided in this Section.

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3.8Resignation.  Any Director may resign from the Board of Directors of the Corporation.  Such resignation shall be in writing and shall be effective immediately or as such resignation shall provide.

ARTICLE FOUR

Meetings of Board of Directors

4.1Regular Meetings.  The Board of Directors shall meet on a regular basis, at least annually, on the last Friday in August, for the election of officers and for the transaction of such business as shall come before the Board of Directors.  Regular meetings of the Board may be held without notice at such time and place as shall from time to time be determined by the Board’s resolution.

4.2Special Meetings.  Special meetings of the Board of Directors may be called by or at the request of the Chairman or any Director.  The person or persons authorized to call special meetings of the Board shall fix the purpose of, place within the State of Missouri, and the time for any such special Board meeting.  Notice of any special meetings of the Board of Directors shall be given at least five (5) days, but not more than forty (40) days prior thereto by written notice delivered personally or sent by mail, telegraph or other form of wire or wireless communication to each Director at his address.  Written notice, is effective at the earliest of the following:

(1)When received;

(2)Five days after its deposit in the United States mail, as evidenced by the postmark, if mailed correctly addressed and with first class postage affixed;

(3)On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee;

(4)Thirty days after its deposit in the United States mail, as evidenced by the postmark, if mailed correctly addressed and with other than first class, registered or certified postage affixed.  Any Director may waive notice of any meeting.  The attendance of a Director at or participation in any meeting shall constitute a waiver of notice of such meeting, unless the Director upon arriving at the meeting or prior to the vote on a matter not noticed in conformity with The General and Business Corporation Law of Missouri, the Articles of Incorporation or these Bylaws objects to lack of notice and does not vote for or assent to the objected to action.

4.3Quorum.  At all meetings of the Board, two Directors shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of two of

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the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute, by the Articles of Incorporation or by these By-Laws.  If a quorum shall not be present at any meeting of Directors, the Directors present may continue the meeting, from time to time, without notice other than announcement at the meeting, until a quorum shall be present.  Members of the Board of Directors, or of any committee designated by the Board of Directors, may participate in a meeting of the Board or committee by means of a conference telephone or similar communications equipment whereby all persons participating in the meeting can simultaneously hear each other, and participation in a meeting in this manner shall constitute presence in person at the meeting.  Any action which could be taken by the Board of Directors may be taken without a meeting if all the Directors sign written consents thereto.

4.4Committees.  The Board of Directors may, by resolution passed by the Directors, designate one or more committees, each committee to consist of two (2) or more of the Directors of the Corporation, which to the extent provided in the resolution, shall have and may exercise the powers of the Board of Directors, and may authorize the seal of the Corporation, if any, to be affixed to all documents which may require it.  Such committee or committees shall have such names as may be determined from time to time by resolution adopted by the Board of Directors.  Such committee or committees may not:

(1)Authorize distributions to shareholders, Directors, officers, agents or employees;

(2)Approve or recommend to shareholders dissolution, merger or the sale, pledge or transfer of all or substantially all of the Corporation’s assets;

(3)Elect, appoint or remove Directors or fill vacancies on the Board or on any of its committees; or

(4)Adopt, amend or repeal the Articles or Bylaws.

ARTICLE FIVE

Advisory Committees

5.1Advisory Committees.  The Board of Directors by a resolution adopted by a majority of the Directors in office may establish advisory committees, not necessarily having a Director as a member thereof.  One member of each such committee shall be appointed chairperson by the Board of Directors.

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5.2Quorum.  Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.  No action of an advisory committee shall be deemed action of the Board of Directors,

ARTICLE SIX

Officers

6.1Executive Officers.  Executive officers of the Corporation shall be the Chairman of the Board of Directors, the Vice-Chairman of the Board of Directors, the President and Chief Executive Officer (the “President”), one or more Vice-Presidents, a Secretary and a Treasurer, and such Assistant Secretaries and Assistant Treasurers as the Board of Directors may from time to time elect.  The President shall be selected by the Board of Directors.  Any two or more offices may be held by the same person.

6.2Election and Term.  The President, Vice-President(s), a Secretary and a Treasurer shall be elected at the first meeting of the Board of Directors and shall hold office at the pleasure of the Board of Directors until their successors are elected and shall qualify.  Additional Vice-Presidents, Assistant Secretaries and Assistant Treasurers may be elected by the Board of Directors at any meeting thereof to hold office at the pleasure of the Board of Directors.  If more than one Vice-President should be elected, the Board of Directors at the time of the election shall determine the seniority of each of the Vice-Presidents.

6.3Removal.  Any officer elected by the Board of Directors may be removed at any time by a unanimous vote of the entire Board of Directors with or without cause and such removal shall be without prejudice to the contract rights, if any, of such officer.

6.4Vacancies.  A vacancy in any office caused by death, resignation, removal or otherwise, may be filled by the Board of Directors.

6.5Compensation.  The Board of Directors may determine the compensation to be received by officers of the Corporation and agents appointed by the Board of Directors.

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ARTICLE SEVEN

Duties of Officers

7.1The President.  The President shall supervise and control the business, property and affairs of the Corporation, subject to the authority hereinabove given to the Board of Directors.  If not already appointed as a Director on the Board of Directors, he shall serve ex officio, without vote, on the Board of Directors.  The President shall execute deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has authorized to be executed, except where the execution thereof shall be expressly delegated by the Board of Directors or these By-Laws to another officer or agent of the Corporation, or shall be required by law to be otherwise executed.  The President shall perform all duties incident to his office, and such other duties as may be assigned by the Board of Directors from time to time.

7.2Vice Presidents.  The Vice-Presidents shall perform the duties and exercise the powers delegated to them by the Board of Directors or by the President of the Corporation.  In the absence of, or inability or refusal to perform by, the President and with the consent of the Board of Directors, the Vice-Presidents in order of their seniority may perform the duties and exercise the powers of the President subject to any restrictions imposed by the Board of Directors.

7.3The Secretary.  The Secretary shall attend all meetings of the shareholders and the Board of Directors, and shall record votes and keep minutes of such meetings in one or more books provided for that purpose.  The Secretary shall give all notices in the manner required by the By-Laws of the Corporation or by law.  The Secretary shall be custodian of the corporate records and corporate seal, if any, and, when authorized by the Board of Directors, President or Vice-President, shall affix the seal, if any, to any document or instrument of the Corporation requiring the seal.  The Secretary shall keep at the principal office of the Corporation a list of the post office addresses of the shareholders and Directors that shall be given by each such shareholder and Director to the Secretary.  The Secretary shall maintain the stock transfer book and make at least ten (10) days before a shareholder meeting an alphabetical list of the shareholders containing addresses and number of shares held by each which shall be open for inspection by the shareholders at any time during usual business hours.  The Secretary shall, in general, perform all duties incident to the office of Secretary and perform such other duties as may be required by the Board of Directors or the President, under whose supervision he shall be.  If the Secretary is absent from any meeting, the Board of Directors may select any of their number, or any Assistant Secretary, to act as temporary Secretary.

7.4Treasurer.  The Treasurer shall have control and custody of the funds and securities of the Corporation.  The Treasurer shall keep and maintain in books and records of the Corporation accurate accounts of receipts and disbursements, and the Treasurer shall deposit all monies and valuable effects of the Corporation in the name of the Corporation in such depositories as the Board of Directors may designate.  The Treasurer shall make disbursements of the funds and securities of the Corporation upon order of the Board of Directors and obtain proper vouchers therefor.  The Treasurer shall

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report to the Board of Directors at all meetings thereof concerning the financial condition of the Corporation and the performance of his duties as Treasurer.  In general, the Treasurer shall perform all duties incident to the office of Treasurer.  The Treasurer shall, upon request of the Board of Directors, furnish a bond at the Corporation’s request for the faithful performance of the Treasurer’s duties in such amount and with such surety as the Board or President may require.

7.5Assistant Officers.  Any Assistant Secretaries or Assistant Treasurers elected by the Board of Directors shall have such authority and perform such duties as the Board of Directors may from time to time prescribe.

7.6Subordinate Officers.  The Board of Directors may elect such subordinate officers as it deems necessary to serve for such period and have such authority and perform such duties as the Board of Directors may authorize.

7.7Chairman and Vice Chairman.  The Chairman of the Board of Directors shall preside at all meetings of the Board of Directors and shall perform all duties assigned to him or her by the Board of Directors.  In the absence of the Chairman, the Vice-Chairman shall preside at all meetings of the Board of Directors.

ARTICLE EIGHT

Fiscal Year

The fiscal year of the Corporation shall end on the last day of each year unless another date shall be fixed by resolution of the Board of Directors.

ARTICLE NINE

Seal

The seal of the Corporation shall be in the form of a circle, and shall have inscribed thereon the name of the Corporation and the words “Corporate Seal” and “Missouri”.  The form of any seal of the Corporation may be changed from time to time by resolution of the Board of Directors, or the Board of Directors by resolution may eliminate the requirement of having a corporate seal.

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ARTICLE TEN

Contracts, Loans, Checks And Deposits

10.1Contracts.  The Board of Directors may authorize any officer or officers, agent or agents, or duly authorized representative(s) of the Corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

10.2Loans.  No loans of any kind shall be contracted on behalf of the Corporation, and no evidences of indebtedness or guaranties thereof shall be issued in its name unless authorized by a resolution of the Board of Directors and unanimous consent of the shareholders.  Such authority may be general or confined to specific instances.

10.3Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

10.4Deposits.  All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may select.

10.5Gifts.  The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Corporation.  The Board may reject any contributions, gift, bequest or devise for any reason.

10.6Prohibited Loans.  The Corporation shall not make any loan to any shareholder, officer or Director of the Corporation.

ARTICLE ELEVEN

Books and Records

11.1Corporate Records. A. The Corporation shall keep as permanent records, minutes of all meetings of its shareholders and Board of Directors, a record of all actions taken by the shareholders or Directors without a meeting, and a record of all actions taken by committees of the Board of Directors as authorized by Article Four.

B.The Corporation shall maintain appropriate accounting records.

C.The Corporation or its agent shall maintain a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders, in alphabetical order by class of shares showing the number of votes each shareholder is entitled to vote.

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D.The Corporation shall keep a copy of the following records at its principal office:

(1)Its Articles of Incorporation and all amendments to them currently in effect;

(2)Its Bylaws and all amendments to them currently in effect;

(3)Resolutions adopted by its Board of Directors relating to the characteristics, qualifications, rights, limitations and obligations of shareholders or any class or category of shareholders;

(4)The minutes of all meetings of shareholders and records of all actions approved by the shareholders for the past three years;

(5)All written communications to all shareholders or any specific class of shareholders generally within the past three years, including any financial statements furnished for the past three years pursuant to Section 11.5 below;

(6)A list of the names and business or home address of its current Directors and officers;

(7)Its most recent annual report delivered to the Missouri Secretary of State; and

(8)Appropriate financial statements of all income and expenses.

E.The Corporation shall not be required, under this Article Eleven, to disclose any information with respect to donors, gifts, contributions or the purchase or sale of art objects.

11.2Shareholder’s Inspection of Records.  A shareholder shall be entitled to inspect and copy at a reasonable time and location specified by the Corporation, any of the records of the Corporation required to be maintained by The General and Business Corporation Law of Missouri and financial statements of the Corporation if the shareholder gives the Corporation written notice or a written demand at least five business days before the date on which the shareholder wishes to inspect and copy.  A shareholder may inspect and copy such records only if the shareholder describes with reasonable particularity the purpose and the records the shareholder desires to inspect and the records are directly connected with this purpose.

11.3Scope of Inspection Right.  A shareholder’s agent or attorney shall have the same inspection and copying rights as the shareholder the agent or attorney represents.  The right to copy records under this Article Eleven includes the right to

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receive copies made by photographic, xerographic, or other means.  The Corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to a shareholder.  The charge may not exceed the estimated cost of production or reproduction of the records.  The Corporation may comply with a shareholder’s demand to inspect the record of shareholders by providing the shareholder with a list of its shareholders that was compiled no earlier than the date of the shareholder’s demand.

11.4Use of Shareholder Lists.  Without consent of the Board, a shareholder list or any part thereof may not be obtained or used by any person for any purpose unrelated to a shareholder’s interest as a shareholder.  Without limiting the generality of the foregoing, without the consent of the Board a shareholder list or any part thereof may not be:

(1)Used to solicit money or property unless such money or property will be used solely to solicit the votes of the shareholders in an election to be held by the Corporation;

(2)Used for any commercial purpose; or

(3)Sold to or purchased by any person.

11.5Furnishing of Financial Statements.  The Corporation upon written demand from a shareholder shall furnish that shareholder its latest annual financial statements, which may be consolidated or combined statements of the Corporation and one or more of its subsidiaries or affiliates, as appropriate, that include a balance sheet as of the end of the fiscal year and statement of operations for that year.  If financial statements are prepared for the Corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

If annual financial statements are reported upon by a certified public accountant, the accountant’s report must accompany them.  If not, the statements must be accompanied by the statement of the President or the person responsible for the Corporation’s financial accounting records;

(1)Stating the President’s or other person’s reasonable belief as to whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation; and

(2)Describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

11.6Report of Indemnification or Advance.  If the Corporation indemnifies or advances expenses to a Director under Article Thirteen in connection with a proceeding

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by or in the right of the Corporation, the Corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next meeting of shareholders.

ARTICLE TWELVE

Waiver of Notice

Except as provided otherwise in these By-Laws or The General and Business Corporation Law of Missouri, whenever any notice is required to be given pursuant to these By-Laws, the Articles of Incorporation, or The General and Business Corporation Law of Missouri, a written waiver thereof signed by the person or persons entitled thereto, whether before or after the time stated therein, shall satisfy such requirement of notice.

ARTICLE THIRTEEN

Indemnification

13.1Indemnification of Directors and Officers.  The Corporation shall indemnify each Director and officer to the fullest extent specified in the Articles of Incorporation.

13.2Indemnification of Employees and Agents.

a.The Corporation may, by majority vote of the Directors, hold harmless and indemnify all, some or none of its non-officer employees or agents.

b.If the Corporation provides indemnification as authorized in Subsection a of this Section, it may provide such person or persons the same full and complete indemnification afforded to Directors and officers under Section 13.1 of this Article, or it may provide such lesser or more limited indemnification, the Corporation being under no obligation to provide the same or equivalent indemnification to any one employee or agent as may be provided to another,

13.3Payment of Expenses in Advance of Disposition of Action.  Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of the action, suit, or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the Director, officer, employee or agent to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article Thirteen.

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13.4Indemnification Provided in this Article Non-Exclusive.  The indemnification provided by this Article Thirteen shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under the Articles of Incorporation, these By-Laws, any agreement, or by law, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

13.5Insurance.  The Corporation may purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article Thirteen.

13.6Definition of Corporation. For the purpose of this Article Thirteen, references to “the Corporation” include all constituent corporations absorbed in a consolidation or merger, as well as the resulting or surviving corporation, so that any person who is or was a director, officer, employee or agent of such a constituent corporation or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article Thirteen with respect to the resulting or surviving corporation as he would if he had served the resulting or surviving corporation in the same capacity.

13.7Other Definitions.  For purposes of this Article Thirteen, the term “other enterprise” shall include employee benefit plans; the term “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and the term “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involved services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants, or beneficiaries.

ARTICLE FOURTEEN

Amendments

With unanimous approval, the Board of Directors shall have the power to make, alter, amend and repeal the By-Laws of the Corporation and to adopt new By-Laws.

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ARTICLE FIFTEEN

Miscellaneous

Wherever not otherwise provided in these By-Laws, the internal affairs of the Corporation shall be governed by the procedures established in The General and Business Corporation Law of Missouri.

ARTICLE SIXTEEN

Saving Clause

In the event any provision of these By-Laws shall be held invalid by any court of competent jurisdiction, such holding shall not invalidate any other provision of these By-Laws, and any other provisions of these By-Laws shall be construed as if such invalid provision had not been contained herein.

ARTICLE SEVENTEEN

Certificates of Stock and Transfers

1.Issuance.  Except as otherwise provided in the Articles of Incorporation, certificates of stock of the Corporation shall be issued and signed by the President or a Vice-President and the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer, and shall bear the corporate seal, if any.  Such seal may be facsimile, engraved or printed.  Certificates shall be numbered consecutively and registered as they are issued.  They shall indicate, upon their face, among other things, the owner’s name, the number and class of shares of stock represented by the certificate, the par value of shares of such class, the date of its issuance and the manner in which the shares may be transferred.

2.Transfers.  Transfers of stock shall be made on the books of the Corporation only by the person named in the certificate or by his attorney lawfully constituted in writing, and upon surrender of such certificate properly endorsed.

3.Transfer Books.  Proper books shall be kept under the direction of the Secretary, showing the ownership and transfer of all certificates of stock.  The Board of Directors shall have power to close said transfer books of the Corporation for a period not exceeding seventy (70) days preceding the date for payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion of shares shall go into effect, provided, however, that in lieu of closing the stock transfer books, the Board of Directors may fix in advance a date, not exceeding seventy (70) days preceding the

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date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of shares shall go into effect, as a record date for the determination of the shareholders entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any change, conversion or exchange of shares.  In such case, such shareholders and only such shareholders as shall have been shareholders of record on the date of closing the transfer books or on the record date so fixed shall be entitled to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any shares on the books of the Corporation after such date of closing of the transfer books or such record date fixed as aforesaid.

4.Holders of Record.  The Corporation shall be entitled to treat the holder of record of any shares of stock as the holder in fact thereof and accordingly shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by the laws of Missouri.

CERTIFICATE

The foregoing By-Laws were duly adopted as and for the Revised and Restated By-Laws of Abbott Ambulance, Inc. (formerly Abbott Merger, Inc.) by the Board of Directors of said Corporation on September 27, 2004.

/s/

Secretary

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EX-3.7

Exhibit 3.7

STATE OF MISSOURI
Robin Carnahan, Secretary of State

Articles of Organization

1.	The name of the limited liability company is:
	Access 2 Care, LLC
2.	The purpose(s) for which the limited liability company is organized:
	To engage in transportation management and all other legal purposes for which a limited liability company may be organized in Missouri.
3.	The name and address of the limited liability company’s registered agent in Missouri is:
	Stephen Lane Ukman, 505 North & South Road, #3B, University City, MO 63130
	Name	Address
4,	The management of the limited liability company is: x Manager o Member
5.	The duration (period of existence) for this limited liability company is:
	Perpetual
6.	The name(s) and street address(es) of each organizer:
	Stephen Lane Ukman, 505 North & South Road, #3B, University City, MO 63130
In Affirmation thereof, the facts stated above are true and correct:
	(The undersigned understands that false statements made in this filing are subject to the penalties provided under Section 575.040, RSMo)
	Stephen Ukman
(Organizer Name)

ARTICLES OF INCORPORATION
OF
ABBOTT MERGER, INC.

The undersigned natural person(s) of the age of eighteen years or more for the purpose of forming a corporation under the General and Business Corporation Law of Missouri hereby adopts the following Articles of Incorporation.

Article I

The name of the corporation (hereinafter referred to as the “Corporation”) is:  ABBOTT MERGER, INC.

Article II

The address, including street and number, if any, of the Corporation’s initial registered office in this state is 714 Locust Street, St. Louis, MO 63101.  The name of its initial agent at such address is Charles E. Valier.

Article III

The aggregate number, class and par value, if any, of shares which the Corporation shall have authority to issue is shall be:  Thirty Thousand (30,000) shares of Common Stock all of which shall have no par value per share amounting in the aggregate not to exceed Thirty Thousand Dollars ($30,000.000).

There are no preferences, qualifications, limitations, restrictions, and special or relative rights, including convertible rights, if any, in respect of the shares of the Common Stock.

Article IV

The preemptive right of a shareholder to acquire additional shares is as follows:

1.Whenever the Board of Directors of the corporation authorizes the issuance of shares of common stock, or any rights, options or warrants to purchase any common stock, or securities of any type whatsoever that are, or may become, convertible into or exchangeable for, such stock, rights, options, warrants or securities (hereinafter collective referred to as “Securities”), the Securities shall first be offered ratably to the existing holders of shares of common stock on the date of the authorization by the Board of Directors of such issuance (collectively, the “Existing Holders” and each, individually, an “Existing Holder”).  Each Existing Holder shall be entitled to exercise preemptive rights for that number of such Securities that bears the same ratio to such Securities as the number of shares of common stock owned of record by such Existing Holder bears to the

total number of issued and outstanding shares of common stock (the “Preemptive Rights Entitlement”).

2.The preemptive rights provided for in this Article IV shall entitle the Existing Holder to subscribe for, purchase or otherwise acquire any Securities to be offered for sale, at a price or at prices not less favorable than the price or prices at which such Securities are proposed to be offered for sale to others, without deduction of any expenses of, or compensation for, underwriting or purchase of such Securities by underwriters or dealers.  In the event that the corporation proposes to offer for sale to others any Securities for a consideration other than cash, such preemptive rights shall be exercisable by each Existing Holder for cash, in an amount which, in the determination of the Board of Directors, shall equal the fair market value of any consideration other than cash.

3.The corporation shall, on the tenth (10th) business day after the date of authorization of the issuance of any Securities, give notice to each Existing Holder the (the “Issuance Notice”) of such authorization.  The Issuance Notice shall specify the number of Securities to be issued, a full description of such class of Securities and the offering price thereof.

4.The preemptive rights granted pursuant to this Article IV with respect to any Securities to be issued by the corporation may be exercised by each Existing Holder only by the giving of notice of such exercise within fifteen (15) business days after receipt by such Existing Holder of the Issuance Notice (the “Preemptive Rights Period”).  If any Existing Holder fails or declines to purchase such Existing Holder’s Preemptive Rights Entitlement so offered (a “Declining Rightholder”), the Securities not purchased by the Declining Rightholder shall be offered to those Existing Holders who shall have duly exercised their preemptive rights with respect to that issue (the “Accepting Shareholders”).  Each of the Accepting Shareholders shall be entitled to purchase the Securities not purchased by the Declining Shareholders (the “Reoffered Securities”) in the same proportion that the Preemptive Rights Entitlement of such Accepting Shareholder bears to the aggregate of the Preemptive Rights Entitlement of all Accepting Shareholders.  On the fifteenth (15th) business day after the expiration of the Preemptive Rights Period, the corporation shall give notice (the “Reoffer Notice”) to each of the Accepting Shareholders of the amount of Reoffered Securities available for purchase.

5.The preemptive rights granted with respect to the Reoffered Securities shall be exercised by an Accepting Shareholder by the giving of notice of such exercise within fifteen (15) business days after receipt by the Existing Holders of the Reoffer Notice.  In the event that any Accepting Shareholder fails or declines to purchase such Accepting Shareholder’s proportionate share of such Reoffered Securities, then such unpurchased Reoffered Securities shall continue to be offered the same manner proportionately to those Accepting Shareholders who properly exercised their rights to purchase the Reoffered Securities most recently offered to them, until such time as all of

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the Securities to be issued have been purchased by Accepting Shareholders or all Accepting Shareholders shall have failed or declined to purchase any of the Reoffered Securities most recently offered to them, at which time the preemptive rights granted by this Article IV shall be exhausted with respect to that particular issue of Securities.

Article V

The name and place of residence of each incorporator is as follows:

Name	Street	City/State/Zip
Nelson H. Howe II	20 Danfield Road	St. Louis, MO 63124

Article VI

The number of directors to constitute the board of directors of the Corporation is two (2).

Article VII

The duration of the Corporation is perpetual.

Article VIII

The Corporation is formed for the following purposes:

1.To provide mobile medical and emergency medical transport services and emergency medical services to members of the community throughout metropolitan St. Louis and surrounding areas, and in connection therewith, to supply ambulance services, to supply the services of nurses, paramedics and other specialists, to contract with and employ nurses, paramedics and other specialists, to provide facilities, equipment, products and services incidental to such services, and to provide any related services routinely provided to nurses, paramedics and other specialists and to engage in any other business lawful and permitted pursuant to the laws of the State of Missouri, and to engage in any other business lawful and permitted pursuant to the laws of the State of Missouri; and

2.To do anything permitted of corporations formed pursuant to the provisions of The General and Business Corporation Law of Missouri, as amended from time to time.

Article IX

The Board of Directors is expressly authorized by unanimous consent to make, amend, alter and rescind the Bylaws of the Corporation.

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Article X

A.Actions Involving Directors and Officers.  The Corporation shall indemnify each person who at any time is serving or has served as a director or officer of the Corporation against any claim, liability or expense incurred as a result of such service, or as a result of any other service on behalf of the Corporation, or service at the request of the Corporation as a director, officer, employee or agent of any other corporation, partnership, joint venture, trust or other enterprise, to the maximum extent permitted by law.  Without limiting the generality of the foregoing, the Corporation shall indemnify any such person who was or is a party (other than a party plaintiff suing on his own behalf or in the right of the Corporation), or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including, but not limited to, an action by or in the right of the Corporation) by reason of such services against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding.

B.Actions Involving Employees or Agents.

1.The Corporation may, if it deems appropriate and as may be permitted by this Article, indemnify any person who at any time is serving or has served as an employee or agent of the Corporation against any claim, liability or expense incurred as a result of such service or as a result of any other service on behalf of the Corporation, or service at the request of the Corporation, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise to the maximum extent permitted by law or to such lesser extent as the Corporation, in its discretion, may deem appropriate.  Without limiting the generality of the foregoing, the Corporation may indemnify any such person who was or is a party (other than a party plaintiff suing on his own behalf or in the right of the Corporation), or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including, but not limited to, an action by or in the right of the Corporation) by reason of such services, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding.

2.To the extent that an employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in Section B(1) of this Article, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the action, suit or proceeding.

C.Determination of Right to Indemnification in Certain Circumstances.  Any indemnification required under Section A of this Article or authorized by the Corporation under Section B of this Article (unless ordered by a court) shall be made by

4

the Corporation unless a determination is reasonably and promptly made that indemnification of the director, officer, employee or agent is not proper in the circumstances because he has not met the applicable standard of conduct set forth in or established pursuant to this Article.  Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the shareholders.

D.Advance Payment of Expenses.  Expenses incurred by a person who is or was a director or officer of the Corporation in defending a civil or criminal action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding, and expenses incurred by a person who is or was an officer, employee or agent of the Corporation in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors, in either case upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation as authorized in or pursuant to this Article.

E.Not Exclusive.  The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under the Bylaws of the Corporation or any statute, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office.

F.Indemnification Agreements Authorized.  Without limiting the other provisions of this Article, the Corporation is authorized from time to time, without further action by the shareholders of the Corporation, to enter into agreements with any director, officer, employee or agent of the Corporation providing such rights of indemnification as the Corporation may deem appropriate, up to the maximum extent permitted by law.  Any such agreement entered into by the Corporation with a director may be authorized by the other directors, and such authorization shall not be invalid on the basis that similar agreements may have been or may thereafter be entered into with such other directors.

G.Standard of Conduct.  Except as may otherwise be permitted by law, no person shall be indemnified pursuant to this Article (including without limitation pursuant to any agreement entered into pursuant to Section F of this Article) from or on account of such person’s conduct which is finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct.  The Corporation may (but need not) adopt a more restrictive standard of conduct with respect to the indemnification of any employee or agent of the Corporation.

5

H.Insurance.  The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was otherwise serving on behalf or at the request of the Corporation in any such capacity, or arising out of his status as such, whether or not the Corporation is obliged to or would have the power to indemnify him against such liability under the provisions of this Article; provided, that the obtaining of any such insurance shall not give rise to any right to indemnification for any director, officer, employee or agent except as otherwise specified herein, in the Bylaws of the Corporation, or by separate agreement with the Corporation.

I.Certain Definitions.  For purposes of this Article:

1.Any director or officer of the Corporation who shall serve as a director, officer or employee of any other corporation, partnership, joint venture, trust or other enterprise of which the Corporation, directly or indirectly, is or was the owner of a majority of either the outstanding equity interests or the outstanding voting stock (or comparable interests) shall be deemed to be serving as such director, officer or employee at the request of the Corporation, unless the Board of Directors of the Corporation shall determine otherwise.  In all other instances where any person shall serve as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise of which the Corporation is or was a stockholder or creditor, or in which it is or was otherwise interested, if it is not otherwise established that such person is or was serving as such director, officer, employee or agent at the request of the Corporation, the Board of Directions of the Corporation may determine whether such service is or was at the request of the Corporation, and it shall not be necessary to show any actual prior request for such service.

2.References to a corporation include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation so that any person who is or was a director, officer, employee or agent of such a constituent corporation or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Article with respect to the resulting or surviving corporation as he would if he had served the resulting or surviving corporation the same capacity.

3.The term “other enterprise” shall include employee benefit plans; the term “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; the term “serving at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to any employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and

6

beneficiaries of an employee benefit plan shall be deemed to have satisfied any standard of care required by or pursuant to this Article in connection with such plan.

J.Survival.  Any indemnification rights provided pursuant to this Article shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.  Notwithstanding any other provision in these Articles of Incorporation, indemnification rights arising under or granted pursuant to this Article shall survive amendment or repeal of this Article with respect to any acts or omissions occurring prior to the effective time of such amendment or repeal and persons to whom such indemnification rights are given shall be entitled to rely upon such indemnification rights with respect to such acts or omissions as a binding contract with the Corporation.

K.Amendment.  The affirmative vote of the holders of record of outstanding shares representing all of the outstanding shares of capital stock of the Corporation then entitled to vote generally in the election of directors, voting together as a single class, shall be required to amend, repeal or adopt any provision inconsistent with this Article, notwithstanding the fact that a lesser percentage may be specified by the laws of Missouri.

Article XI

The Corporation shall have the authority to amend these Articles of Incorporation, at any time or from time to time, as permitted by the provisions of The General and Business Corporation Law of Missouri, as amended from time to time.

IN WITNESS WHEREOF, these Articles of Incorporation have been signed this 26th day of May, 2004.

/s/ Nelson H. Howe II

Nelson H. Howe II, Incorporator

7

STATE OF MISSOURI	)
	) SS.
CITY OF ST. LOUIS	)

I, Jean G. Meyer, a Notary Public, do hereby certify that on the 26th day of May, 2004, personally appeared before me, NELSON H. HOWE II, and being duly sworn by me acknowledged that he signed as his own free act and deed the foregoing document in the capacity therein set forth and declared that the statements therein contained are true.

/s/ Jean G. Meyer
Notary Public
My commission expires	Jan. 3, 2007
My County of Commission		City of St. Louis

8

STATE OF MISSOURI

Robin Carnahan, Secretary of State

Corporations Division

P.O. Box 778 / 600 W. Main Street, Rm 322

Jefferson City, MO 65102

Statement of Change of Registered Agent and/or Registered Office
By a Foreign or Domestic For Profit or Nonprofit Corporation or a Limited
Liability Company

Instructions

1.	This form is to be used by either a for profit or nonprofit corporation or a limited liability company to change either or both the name of its registered agent and/or address of its existing registered agent.
2.	There is a $10.00 fee for filing this statement.
3.	P.O. Box may only be used in conjunction with a physical street address.
4.	Agent and address must be in the State of Missouri.
5.	The corporation may not act as its own agent.
			Charter No.	LC0713803
(1)	The name of the business entity is:	Access 2 Care, LLC
(2)	The address, including street and number, of its present registered office (before change) is

	505 North and South Road #3B, University City, MO 63130
	Address                                                 City/State/Zip
(3)	The address, including street and number, of its registered office is hereby changed to:
	2500 Abbott Place, St. Louis, MO 63143
	Address   (P.O. Box may only be used in conjunction with a physical street address)  City/State/Zip
(4)	The name of its present registered agent (before change) is:	Stephen Lane Ukman
(5)	The name of the new registered agent is:

	Kevin Fairlie
	Authorized signature of new registered agent must appear below:
	Kevin Fairlie
	(May attach separate originally executed written consent to this form in lieu of this signature)
(6)	The address of its registered office and the address of the office of its registered agent, as changed, will be identical.
(7)	The change was duly authorized by the business entity named above.

In Affirmation thereof, the facts stated above are true and correct.

(The undersigned understands that false statements made in this filing are subject to the penalties provided under Section 575,040, RSMo)

Matt McCormick	Matt McCormick
Authorized signature of office or, if applicable, chairman of the board	Printed Name
President	March 22, 2007
Title	month/day/year

Name and address to return filed document:

Name: Kevin Fairlie

Address: 2500 Abbott Place

City, State, and Zip Code: St. Louis, MO 63143

STATE OF MISSOURI

Robin Carnahan, Secretary of State

Corporations Division

P.O. Box 778 / 600 W. Main Street, Rm 322

Jefferson City, MO 65102

Statement of Change of Registered Agent and/or Registered Office
By a Foreign or Domestic For Profit or Nonprofit Corporation or a Limited Liability Company

Instructions

1.	This form is to be used by either a for profit or nonprofit corporation or a limited liability company to change either or both the name of its registered agent and/or address of its existing registered agent.
2.	There is a $10.00 fee for filing this statement.
3.	P.O. Box may only be used in conjunction with a physical street address.
4.	Agent and address must be in the State of Missouri
5.	The corporation may not act as its own agent.
			Charter No.	LC0713803
(1)	The name of the business entity is:	ACCESS 2 CARE, LLC

(2)	The address, including street and number, of its present registered office (before change) is:
	2500 Abbott Place, St. Louis, MO 63143
	Address                       City/State/Zip
(3)	The address, including street and number, of its registered office is hereby changed to:
	221 Bolivar Street, Jefferson City, MO 65101
	Address   (P.O. Box may only be used in conjunction with a physical street address)   City/State/Zip

(4)	The name of its present registered agent (before change) is:		Kevin Fairlie
(5)	The name of the new registered agent must appear below:
	CSC – Lawyers Incorporating Service Company
	Authorized signature of new registered agent must appear below:
	Amy Gudgel	Amy Gudgel, Asst. Vice President
	(May attach separate originally executed written consent to this form in lieu of this signature)

(6)	The address of its registered office and the address of the office of its registered agent, as changed, will be identical
(7)	The change was duly authorized by the business entity named above.

In Affirmation thereof, the facts stated above are true and correct.

(The undersigned understands that false statements made in this filing are subject to the penalties provided under Section 575,040, RSMo)

William A. Sanger	William A. Sanger
Authorized signature of office or, if applicable, chairman of the board	Printed Name
CEO of AMR, Inc., Manager of Mission Care	10/11/07
Title  Services, LLC, as Manager of Access 2 Care, LLC	month/day/year

Name and address to return filed document:

Name: Illinois Corporation Service Company, Attn. Amy Gudgel

Address: 801 Stevenson Drive

City, State, and Zip Code: Springfield, IL 62703

State of Missouri
Missouri Secretary of State’s Office
Robin Carnahan
Secretary of State, Robin Carnahan
02/28/2011

Invoice Number:   8251357 Invoice Date: 02/28/2011 08:03 AM  User ID: 395

Billing Information

JEFF CITY FILING, INC.

222 E. Dunklin, Suite 102

Jefferson City, MO 65101

Product Description	Certification Number	Order Date	Qty	Pages	Item Cost	Extended	Amount Due
JEFF-Corp Copies — Certified Copies Re: ABBOTT AMBULANCE, INC. Contact: JEFF CITY FILING, INC. Shipped Via: Pick-up	1357864713	02/28/2011	1	1	21.50	21.50	$	21.50
Account #: 7939   Credit Balance as of 02/28/2011 2:28 PM:   $0.00
			Invoice Total:				$	21.50
Payment Details:
			Payment Total:				$	0.00
Contact(s):     None specified			Amount Due:				$	21.50

Include invoice number on all correspondence and send to:

UCC Inquiries:	Missouri Secretary of State’s Office P.O. Box 1159 Jefferson City, Missouri 65102	To discuss payment for UCC items call: (866) 223-6535 Toll Free
Corporation Inquiries:	Missouri Secretary of State’s Office P.O. Box 1366 Jefferson City, Missouri 65102	To discuss payment for UCC items call: (866) 223-6535 Toll Free
Commission Inquiries:	Missouri Secretary of State’s Office P.O. Box 784 Jefferson City, Missouri 65102	To discuss payment for UCC items call: (866) 223-6535 Toll Free

ARTICLES OF MERGER
(Section 355.631)

OF

ABBOTT AMBULANCE, INC.

INTO

ABBOTT MERGER, INC.

Pursuant to the provisions of Missouri Nonprofit Corporation Act, the undersigned corporations certify the following:

1.             That ABBOTT AMBULANCE, INC., a Missouri nonprofit corporation and ABBOTT MERGER, INC., a Missouri corporation, are hereby merged and that ABBOTT MERGER, INC. is the surviving corporation.

2.             PLAN OF MERGER

WHEREAS, Barnes-Jewish Hospital (“BJH”) and Saint Louis University (“SLU”) are the sole equal members of Abbott Ambulance, Inc., a Missouri non-profit (public benefit) corporation (“Abbott”); and

WHEREAS, BJH and SLU are the sole equal shareholders of Abbott Merger, Inc., a Missouri corporation (“New Abbott” or “Surviving Entity” and, together with Abbott, the “Merging Entities”); and

WHEREAS, the Merging Entities deem it advisable that Abbott and New Abbott merge with New Abbott, being the Surviving Entity, and approve the Plan of Merger set forth below herein; and

WHEREAS, this Plan of Merger has been unanimously approved by BJH and SLU as the sole members of Abbott and as the sole shareholders of New Abbott; and

WHEREAS, the merger agreed to herein is permitted by the law of Missouri under which the Merging Entities are organized.

NOW, THEREOFRE, in consideration of the promises and of the mutual agreements herein set forth, the Merging Entities agree and do plan to merge upon the terms and conditions below stated:

1.Agreement to Merge.  The Merging Entities hereby agree that Abbott shall be merged into New Abbott.

2.Name of Surviving Entity.  The name of the Surviving Entity shall be changed to “Abbott Ambulance, Inc.”

3.Terms and Conditions.

(a)           Transfer.  All properties, rights, privileges, leases, patents, and licenses of Abbott are to be transferred to and become the property of New Abbott as the survivor.  The officers and board of directors of the above-named Merging Entities are authorized to execute all deeds, assignments, and documents of every nature which may be needed to effectuate full and complete transfer of ownership.

(b)           Officers and Directors.  The officers and directors of New Abbott shall continue in office until their successors are duly elected and qualified under the provisions of the Bylaws of New Abbott.

(c)           Effective Date.  The merger shall be effective on the filing of the Articles of Merger containing this Plan of Merger with the Missouri Secretary of State.

(d)           Termination.  This Plan may be terminated and the merger abandoned at any time prior to filing the Articles of Merger containing this Plan with the Missouri Secretary of State upon the affirmative vote of the members of Abbott or the shareholders of New Abbott at a duly held meeting or by action duly taken in writing prior to such filing.

(e)           Organizational Documents.  The Merging Entities agree that no changes are required or desired to be made to the organizational documents of the Surviving Entity except that the corporate name shall be changed to “Abbott Ambulance, Inc.” and that the organizational documents of the Surviving Entity with said name change shall be its organizational document.

(f)            Amendment to Articles.  The Articles of Incorporation of Abbott Merger, Inc., the survivor, shall be amended to change its name to “Abbott Ambulance, Inc.”

4.Conversion of Interest.  As part of the Plan of Merger, BJH and SLU as members of Abbott shall receive in exchange for their membership interest in Abbott 100 shares of common stock of New Abbott, being all of the outstanding shares of the Surviving Entity, and BJH and SLU shall continue to equally own all the outstanding shares of New Abbott.

5.That the Board of Directors of each of the above-named Merging Entities unanimously approved the Plan of Merger set forth in these Articles by action in writing on June 9, 2004.

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6.That BJH and SLU are the sole equal members of Abbott and have unanimously approved this Plan of Merger by action in writing on June 9, 2004.

7.That BJH and SLU are the sole equal shareholders of New Abbott (each owning fifty (50) shares of the outstanding common stock) and have unanimously approved the Plan of Merger by action in writing on June 9, 2004.

8.At least twenty (20) days before consummation of this merger, notice including a copy of the proposed Plan of Merger and, if applicable, evidence of compliance with §355.621(4) was delivered to the attorney general.

9.Abbott Merger, Inc. Articles of Incorporation are to be amended changing its name to “Abbott Ambulance, Inc.”

IN WITNESS WHEREOF, these Articles of Merger have been executed in duplicate by the aforementioned corporations on the day and year hereafter acknowledged.

	ABBOTT AMBULANCE, INC.
CORPORATE SEAL
	By	William R. Kaufman
		Chairman of the Board
ATTEST:	William R. Kaufman		6/16/04
	Printed Name		Date
/s/
Assistant Secretary
	ABBOTT MERGER, INC.
NONE	Donald W. Fitzgerald
	President OR Vice President
ATTEST:	Donald W. Fitzgerald		6/22/04
	Printed Name		Date
/s/
Secretary or Assistant Secretary

3

STATE OF MISSOURI	)
	) ss.
COUNTY OF ST. LOUIS	)

I, Gregory A. Patterson, a Notary Public, do hereby certify that on June 10, 2004, personally appeared before me William R. Kaufman who being by me first duly sworn, declared that he/she is the Chair of the Board of ABBOTT AMBULANCE, INC., a Missouri nonprofit corporation, that he signed the foregoing document as Chair of the Board of the corporation, and that the statements therein contained are true.

(Notarial Seal or Stamp)

Gregory A. Patterson
Notary Public
My commission expires	9-7-07
My County of Commission		St. Louis City

STATE OF MISSOURI	)
	) ss.
COUNTY OF ST. LOUIS	)

I, Julie L. Siebert, a Notary Public, do hereby certify that on June 22, 2004, personally appeared before me  Donald W. Fitzgerald who being by me first duly sworn, declared that he/she is the President of ABBOTT AMBULANCE, INC., a Missouri nonprofit corporation, that he signed the foregoing document as President of the corporation, and that the statements therein contained are true.

(Notarial Seal or Stamp)

Julie L. Siebert
Notary Public
My commission expires	4-14-07
My County of Commission		St. Louis City

4

STATE OF MISSOURI

Matt Blunt, Secretary of State

Corporations Division

P.O. Box 778 / 600 W. Main Street, Rm 322

Jefferson City, MO 65102

Statement of Change of Registered Agent and/or Registered Office
By a Foreign or Domestic For Profit or Nonprofit Corporation or a Limited Liability Company

Instructions

1.	This form is to be used by either a for profit or nonprofit corporation or a limited liability company to change either or both the name of its registered agent and/or address of its existing registered agent.
2.	There is a $10.00 fee for filing this statement.
3.	P.O. Box may only be used in conjunction with a physical street address.
4.	Agent and address must be in the State of Missouri.
5.	The corporation may not act as its own agent.
			Charter No.	00589673
(1)	The name of the business entity is:	Abbott Ambulance, Inc.
(2)	The address, including street and number, of its present registered office (before change) is:

	714 Locust Street, St. Louis, MO 63101
	Address                    City/State/Zip
(3)	The address, including street and number, of its registered office is hereby changed to:
	505 North & South Rd., #3B, University City, MO 63130
	Address   (P.O. Box may only be used in conjunction with a physical street address)  City/State/Zip

(4)	The name of its present registered agent (before change) is:	Charles E. Valler
(5)	The name of the new registered agent is:
	Stephen L. Ukman
	Authorized signature of new registered agent must appear below:
	(May attach separate originally executed written consent to this form in lieu of this signature)

(6)	The address of its registered office and the address of the office of its registered agent, as changed, will be identical
(7)	The change was duly authorized by the business entity named above.

In Affirmation thereof, the facts stated above are true and correct.

(The undersigned understands that false statements made in this filing are subject to the penalties provided under Section 575,040, RSMo)

Bernie Squitieri	Bernie Squitieri
Authorized signature of office or, if applicable, chairman of the board	Printed Name
Vice President, Secretary and Treasurer	12/1/04
Title	month/day/year

Name and address to return filed document:

Name: Stephen L. Ukman

Address: 505 North & South Rd., #38

City, State, and Zip Code: University City, MO 63130

STATE OF MISSOURI

Matt Blunt, Secretary of State

Corporations Division

P.O. Box 778 / 600 W. Main Street, Rm 322

Jefferson City, MO 65102

Amendment of Articles of Incorporation
for a General Business or Close Corporation

Pursuant to the provisions of the General and Business Corporation Law of Missouri, the undersigned certifies the following:

1. The present name of the Corporation is Abbott Ambulance, Inc.

The name under which it was originally organized was Abbott Merger, Inc. - 00589673

2.	An amendment to the Corporation’s Articles of Incorporation was adopted by the shareholders on
	9/27/2004
	month/day/year
3.	Article Number Six is amended to read as follows:
	The number of directors to constitute the board of directors of the Corporation is three (3).
	(If more than one article is to be amended or more space is needed attach additional pages)

Name and address to return filed document:

Name: Stephen L. Ukman

Address: 505 North & South Rd., #38

City, State, and Zip Code: University City, MO 63130

4.Of the 100 shares outstanding 100 of such shares were entitled to vote on such amendment.

The number of outstanding shares of any class entitled to vote thereon as a class were as follows:

Class	Number of Outstanding Shares
Common	100

5.The number of shares voted for and against the amendment was as follows:

Class	No. Voted For	No. Voted Against
Common	100	0

6.If the amendment provides for an exchange, reclassification, or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, the following is a statement of the manner in which such reduction shall be effected:

7.If the effective date of the amendment is to be a date other than the date of filing of the certificate of amendment with the Secretary of State, then the effective date, which shall be no more than 90 days following the filing date, shall be specified:

In Affirmation thereof, the facts stated above are true and correct:
(The undersigned understands that false statements made in this filing are subject to the penalties provided under Section 575.040.RSMo)

/s/	Bernie Squitieri	Vice Pres., Sec. & Treas.		12/1/04
Authorized Signature		Printed Name	Title	Date

2

STATE OF MISSOURI

Robin Carnahan, Secretary of State

Corporations Division

P.O. Box 778 / 600 W. Main Street, Rm 322

Jefferson City, MO 65102

Statement of Change of Registered Agent and/or Registered Office
By a Foreign or Domestic For Profit or Nonprofit Corporation or a Limited Liability Company

Instructions

1.	This form is to be used by either a for profit or nonprofit corporation or a limited liability company to change either or both the name of its registered agent and/or address of its existing registered agent.
2.	There is a $10.00 fee for filing this statement.
3.	P.O. Box may only be used in conjunction with a physical street address.
4.	Agent and address must be in the State of Missouri.
5.	The corporation may not act as its own agent.
			Charter No.	00589673
(1)	The name of the business entity is:	Abbott Ambulance, Inc.
(2)	The address, including street and number, of its present registered office (before change) is:
	2500 Abbott Place, St, Kiyusm NI 63143
	Address                      City/State/Zip
(3)	The address, including street and number, of its registered office is hereby changed to:

	2500 Adie Road, St. Louis, MO 63043
	Address   (P.O. Box may only be used in conjunction with a physical street address)  City/State/Zip
(4)	The name of its present registered agent (before change) is:	Stephen Ukman
(5)	The name of the new registered agent is:
	/s/ Rodney Washbum

	Authorized signature of new registered agent must appear below:
	/s/ Rodney Washbum
	(May attach separate originally executed written consent to this form in lieu of this signature)
(6)	The address of its registered office and the address of the office of its registered agent, as changed, will be identical
(7)	The change was duly authorized by the business entity named above.

In Affirmation thereof, the facts stated above are true and correct.
(The undersigned understands that false statements made in this filing are subject to the penalties provided under Section 575,040, RSMo)

/s/ Rodney Washbum	Rodney Washbumn
Authorized signature of office or, if applicable, chairman of the board	Printed Name
Secretary	11/14/05
Title	month/day/year

Name and address to return filed document:

Name: Kevin Fairlie

Address: 2500 Abbott Place

City, State, and Zip Code: St. Louis, MO 63143

STATE OF MISSOURI

Robin Carnahan, Secretary of State

Corporations Division

P.O. Box 778 / 600 W. Main Street, Rm 322

Jefferson City, MO 65102

Statement of Change of Registered Agent and/or Registered Office
By a Foreign or Domestic For Profit or Nonprofit Corporation or a Limited Liability Company

Instructions

1.	This form is to be used by either a for profit or nonprofit corporation or a limited liability company to change either or both the name of its registered agent and/or address of its existing registered agent.
2.	There is a $10.00 fee for filing this statement.
3.	P.O. Box may only be used in conjunction with a physical street address.
4.	Agent and address must be in the State of Missouri.
5.	The corporation may not act as its own agent.
			Charter No.	00589673
(1)	The name of the business entity is:	ABBOTT AMBULANCE, INC.
(2)	The address, including street and number, of its present registered office (before change) is:
	2500 Adie Rd., St. Louis, MO 63043
	Address                      City/State/Zip
(3)	The address, including street and number, of its registered office is hereby changed to:

	221 Bolivar Street, Jefferson City, MO 65101
	Address   (P.O. Box may only be used in conjunction with a physical street address)  City/State/Zip
(4)	The name of its present registered agent (before change) is:	Rodney Washbum
(5)	The name of the new registered agent is:
	CSC-Lawyers Incorporating Service Company

	Authorized signature of new registered agent must appear below:
	/s/ Amy Gudgel	Amy Gudgel, Asst. Vice President
	(May attach separate originally executed written consent to this form in lieu of this signature)
(6)	The address of its registered office and the address of the office of its registered agent, as changed, will be identical
(7)	The change was duly authorized by the business entity named above.

In Affirmation thereof, the facts stated above are true and correct.

(The undersigned understands that false statements made in this filing are subject to the penalties provided under Section 575,040, RSMo)

/s/ Todd Zimmerman	Todd Zimmerman
Authorized signature of office or, if applicable, chairman of the board	Printed Name
EVP	12/14/07
Title	month/day/year

Name and address to return filed document:

Name: Illinois Corporation Service Company Attn: Amy Gudgel

Address: 801 Stevenson Drive

City, State, and Zip Code: Springfield, IL 62703

	Missouri
TAXATION DIVISION	DEPARTMENT OF REVENUE
P O BOX 3666
JEFFERSON CITY MO 65105 3666	Telephone: (573) 751-9268
	Fax: (573) 522-1265
	E-mails:

CERTIFICATE OF TAX CLEARANCE

ABBOTT AMBULANCE INC.	DATE:	MARCH 9, 2010
6200 S SYRACUSE WAY #200
GREENWOOD VILLAGE CO 80111	MISSOURI CORPORATION CHARTER
	NUMBER: 00589673

Thank you for contacting the Missouri Department of Revenue.  In response to the corporation’s request, a review of the tax records has been completed.  All taxes owed, including all liabilities owed as determined by the Division of Employment Security, pursuant to Chapter 288, RSMo, have been paid.

This statement is not to be construed as limiting the authority of the Director of Revenue to pursue collection of liabilities resulting from final litigation, default in payment of any installment agreement entered into with the Director of Revenue, any successor liability that may become due in the future, or audits or reviews of the taxpayer’s records as provided by law.

This Certificate of Tax Clearance must be presented to the Missouri Secretary of State’s Office with any required paperwork and payment.  For information concerning the Secretary of State’s requirements, you may call their office at (573) 751-4153 or toll free at (866) 223-6535.

If you require additional information or assistance, please contact the Taxation Division at Post Office Box 3666, Jefferson City, Missouri 65105-3666 or by telephone at (573) 751-9268 during the hours of 8:00 a.m. to 5:00 p.m.

THIS CERTIFICATE REMAINS VALID FOR SIXTY (60) DAYS FROM THE ISSUANCE DATE.  If you do not complete your transaction in sixty (60) days you must

obtain a new Certificate of Tax Clearance.  Additionally, a new Form 943, Request for Tax Clearance, may be required.

Sincerely,

/s/ HT Ivason

H.T. Ivason

Director of Taxation Division

2

EX-3.8

Exhibit 3.8

OPERATING AGREEMENT
FOR
ACCESS 2 CARE, LLC

This Operating Agreement (the “Agreement”) of ACCESS 2 CARE, LLC (the “Company”) is made as of June 30, 2006 and, by execution below, is adopted by the Manager of the sole Member, Mission Cares Services, LLC, a Missouri limited liability company (hereinafter referred to as “Member”).

RECITALS

WHEREAS, the sole Member and the Company, as a limited liability company in accordance with the provisions of the laws of the State of Missouri governing limited liability companies (the “L.L.C. Act”), desire to adopt this Agreement in relation to the conduct of the business and affairs of the Company.

NOW, THEREFORE, in consideration of the foregoing and the covenants contained in this Agreement, the Member agrees to operate the Company as follows:

ARTICLE I
REGISTERED AGENT OFFICES, NAME, REGISTERED AGENT

SECTION 1.01.Principal Office.  The principal office of the Company shall be located at 2500 Adie Road, Maryland Heights, Missouri or such other place within or without the State of Missouri as may be determined by the Company manager (“Manager”) from time to time.

SECTION 1.02.Name.  The name of the Company shall be as stated in the Articles of Organization, as amended from time to time.  As of the date of this Agreement, the name is ACCESS 2 CARE, LLC.

SECTION 1.03.Registered Agent and Office.  The Company’s registered agent and registered office shall be as stated in the Articles of Incorporation, as amended from time to time.  As of the date of this Agreement, the Company’s registered agent is Rodney L. Washburn and the registered office is 2500 Adie Road, Maryland Heights, Missouri 63043.

ARTICLE II
RECORDS

SECTION 2.01.Company Records.  The Manager shall maintain the following records:

(i)A current and a past list, setting forth the full name and last known mailing address of the Manager, each Initial Member and each additional Member (individually, an “Additional Member” and, together with the Initial Members, individually, a “Member” and collectively, the “Members”) set forth in alphabetical order and, with respect to each Member, the number of Units (as defined in Section 4.04) held by him or her;

(ii)A copy of the Articles of Organization and all articles of amendment thereto, together with any executed powers of attorney pursuant to which any articles of amendment have been executed;

(iii)Copies of the Company’s federal, state and local income tax returns and reports, if any, for the three most recent years or, if such returns and reports were not prepared for any reason, copies of the information and records provided to, or which should have been provided to, the Members to enable them to prepare their federal, state and local tax returns for such period;

(iv)A copy of this Agreement, and all amendments hereto; and

(v)Copies of any financial statements of the Company for the three most recent fiscal years.

ARTICLE III
PURPOSES

SECTION 3.01.Purposes.  Subject to the Articles of Organization, as amended from time to time, the Company is organized to (i) conduct or promote any lawful businesses or purposes; and (ii) have and exercise all powers now or hereafter conferred on limited liability companies organized pursuant to the L.L.C. Act.

ARTICLE IV
MEMBERS AND UNITS

SECTION 4.01.Member.  As described in more detail on Schedule A attached hereto, the sole Member of the Company shall be Mission Cares Services, LLC unless and until such limited liability company transfers one or more membership units or the Company hereafter issues additional membership units.

SECTION 4.02.Units.

(a)Interests in the Company shall be represented by units of interest (individually, a “Unit” or “Membership Unit” and collectively, the “Units”

2

or “Membership Units”).  All Units shall carry equal rights, powers and duties.

(b)A Member’s interest in the Company shall be proportionate to the number of Units held by such Member relative to the total number of Units issued and outstanding by the Company.

SECTION 4.03.Voluntary Withdrawal of Member.  Upon sixty (60) days’ prior written notice to the Company, a Member may withdraw from the Company.  If a Member shall voluntarily withdraw from the Company, the Company shall pay to said withdrawing Member an amount equal to the Buy-Out Price.  The Buy-Out Price shall be paid in accordance with the terms of Sections 4.05 and 4.06.

SECTION 4.04.Death of Member.  In the event of and concurrently upon the death of a Member such Member’s Units shall be redeemed by the Company and in exchange the Company shall pay to the estate of the deceased Member a sum of money equal to the Buy-Out Price.  The Buy-Out Price will be paid in accordance with the terms of Sections 4.07 and 4.08.

SECTION 4.05.Buy-Out Price.  For purposes of this Operating Agreement, Members who voluntarily withdraw pursuant to Section 4.05 or Members who have died shall be individually referred to as “Former Member” and collectively referred to as “Former Members”.  The Buy-Out Price to be paid to Former Members shall be the fair market value of a Member’s interest.  The fair market value shall be determined by agreement between the Former Member or, in the case of a Member’s death, the personal representative, executor or other appointed person who has the primary authority and duty to administer the Former Member’s estate whether such appointment was made by the Former Member via estate planning documents or by a probate court (the representative appointed by the Member or appointed by probate court shall be referred to herein as “Legal Representative”).  If the Former Member, or the Legal Representative, as the case may be, and the Company cannot agree on the fair market value of the Former Member’s Units within fourteen (14) days, the fair market value of such Units shall be determined by appraisal.  The Company and the Former Member, or Legal Representative, as the case may be, shall each choose one appraiser no later than ten (10) days after the 14-day timeframe has expired and the parties have failed to reach Restated Agreement.  The two appraisers so chosen shall chose a third appraiser within ten (10) days.  Thereafter, but no later than thirty (30) days after selecting the third appraiser, all three appraisers shall meet and confer until at least two of the appraisers agree on an appraised value of the Former Member’s Units.  The decision of a majority of the appraisers as to the fair market value of such Membership Units shall be binding and may be enforced by legal proceedings.  The Former Member or his/her estate and the Company shall each compensate the appraiser appointed by him/her/it and the compensation of the third appraiser shall be borne equally by such parties.

3

SECTION 4.06Payment Terms.

(a)Payment of the Buy-Out Price shall be made on the following terms (the “Payment Terms”).  Any such payments will be made in twenty-four (24) equal consecutive monthly payments of principal together with interest which shall accumulate at the prime lending rate as published in the Wall Street Journal until fully and completely paid.  The first payment shall occur on the first day of the month following the month in which the fair market value has been determined in accordance with Section 4.07 (the “Initial Payment Date”).  Notwithstanding the foregoing payment schedule, in any calendar year the aggregate amount payable by the Company to Former Members shall not exceed fifty-five percent (55%) of the Company’s net profits, as defined in Section 6.04, in the immediately preceding fiscal year.  If, in any year, the Company is obligated to make payments to more than one Former Member, and the foregoing limitation applies, the amounts payable to all such Former Members (or their Legal Representatives) shall be reduced on a proportionate basis, in accordance with the amount due to such Former Members (or their Legal Representatives) in such year.

(b)The unpaid balance of the Buy-Out Price may be prepaid without penalty in full or in part at any time and from time to time.

(c)If the Former Member is indebted to the Company for any reason, such amounts shall be offset against the amounts payable to the Former Member, and if the Company has entered into any guarantee on his/her behalf, such guarantee shall be discharged before any payment is made to such Former Member.  Any amounts owing to the Company, in excess of the amounts owing to such Former Member, shall become immediately due and payable on demand.

SECTION 4.07.Waiver of Action for Partition.  Each Member irrevocably waives any right to maintain an action for partition with respect to the property of the Company.

ARTICLE V
CONTROL & MANAGEMENT

SECTION 5.01.Manager.  The management of the Company shall be vested in one Manager.  The Company’s initial Manager is Marvin Wool (“Initial Manager”) who will have responsibility for managing the Company’s day-to-day affairs, and power and authority to execute all contracts on behalf of the Company except as may otherwise be provided for herein.  The Initial Manager identified in this Section and only such Initial Manager shall have the authority to take such action as described in Section

4

5.02.1 unilaterally and without seeking or obtaining approval by eighty percent (80%) of the then outstanding Units.  The Members agree this specific granting of authority is in the best interest of the Company because of the unique knowledge of the Company’s business and startup activities which the Initial Manager possesses.  Any and all successor Managers shall require any and all approval rights as described in Sections 5.02.

SECTION 5.02Approval Rights.  Except as provided in Section 5.01, each Member will have Approval Rights.

1.The following actions require the approval of eighty percent (80%) of the then outstanding Units without regard to class:

a.amendment of the Restated Agreement;

b.acquisition of other business interests by the Company;

c.the issuance of any debt obligations or guarantees by the Company;

d.the lending of money by the Company;

e.decisions regarding the initiation, defense or settlement of litigation; and

f.expenditure of Company assets to or for the benefit of any Member.

2.The following actions require the approval of One Hundred Percent (100%) of the Units:

a.any additional mandatory contributions;

b.a merger or consolidation with another person or entity;

c.sale or exchange of Company property except in the ordinary course of business or the concurrent sale of all Membership Units to a Member or non-Member; and

d.changes to the Articles of Organization of the Company.

SECTION 5.03.Reimbursement.  The Manager shall be entitled to reimbursement for all out-of-pocket expenses incurred by him in managing the Company.

SECTION 5.04.Resignation.  The Manager may resign from office at any time; provided, that such resignations shall be made in writing and shall become effective on the date specified in such writing or, if no date is specified, on the earliest date such writing is received by a majority of the Members.

5

SECTION 5.05.Removal.  The Manager may be removed by the affirmative vote of all of the then outstanding Units, without regard to class.  For purposes of this Section, any Units held by the Manager shall not be counted as outstanding.

SECTION 5.06.Vacancies.  Any vacancy created by the death, incapacity, resignation or removal of the Manager may be filled by the affirmative vote of the Members owning eighty percent (80%) majority of the Units.

ARTICLE VI
CAPITAL CONTRIBUTIONS AND ACCOUNTS

SECTION 6.01.Withdrawal of Capital Contributions.  No Member shall have the right to withdraw or receive any return of any Capital Contribution, and no Member shall be paid any interest thereon.

SECTION 6.02.Capital Accounts.  The Manager shall establish and maintain a capital account (a “Capital Account”) for each Member, computed in accordance with Section 704(b) of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations prescribed thereunder.

SECTION 6.03.Allocations with Respect to Tax Matters.  The Company’s net profits or losses shall be allocated to each Member and any Assignee (as defined in Section 9.02) in proportion to the Units held by such Member or Assignee.  “Net profits or losses” shall mean the income or loss of the Company as determined under the capital accounting rules of Treas. Reg. Section 1.704-1(b)(2)(iv) for purposes of adjusting Capital Account, including, without limitation, the provisions of paragraphs (b) and (g) of those regulations relating to the computation of items of income, gain, deductions and losses.

ARTICLE VII
DISTRIBUTIONS

SECTION 7.01.Distribution of Company Funds.  The Manager shall distribute available funds to each Member in proportion to the Units held by such Member.  During the period of time wherein the Initial Manager continues to serve, “available funds” shall mean any amount in excess of the Company’s gross receipts over the Company’s expenditures and which the Initial Manager, in his sole discretion, determines need not be retained by the Company.  During any period of time in which a successor Manager is serving the Company, “available funds” shall mean any amount in excess of the Company’s gross receipts over the Company’s expenditures and which the Manager determines need not be retained by the Company; provided, however, that the Company shall retain no more than those funds remaining after paying the Members: (1) the amount necessary to pay federal and state income taxes on the Company’s profits attributable to the Members at the then highest tax rate for individuals, and (2) ten percent

6

(10%) of the net profit attributable to the Members.  The minimum distribution provided for in the foregoing sentence shall be made after the close of the Company’s fiscal year but before the 31st day of May following such fiscal year.

ARTICLE VIII
INDEMNIFICATION

SECTION 8.01.Indemnification of the Manager.  The Company shall, to the fullest extent not prohibited by applicable law, defend, indemnify, advance the costs and expenses of defense of, and hold harmless, the Manager against any costs or expenses (including attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, made or brought against the Manager by reason of the fact that the Manager is or was the Manager, or by reason of any act or omission of the Manager in such capacity; provided, however, that the Manager shall not be indemnified against any expenses, claims or liabilities arising out of the Manager’s conduct which was finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct.

ARTICLE IX
DISSOLUTION, WINDING UP AND TERMINATION

SECTION 9.01.Dissolution.  The Company shall dissolve as follows: (i) in the event of a bankruptcy; or (ii) by the affirmative vote of the Members owning at least eighty percent (80%) of the Units.

SECTION 9.02.Winding Up.  Upon dissolution, the Manager shall (i) cease to carry on the business of the Company, except as may be necessary or appropriate for the winding up of such business; (ii) do all other acts required to liquidate the business and affairs of the Company; (iii) proceed to collect the Company’s assets; (iv) pay, satisfy or discharge its liabilities and obligations or make adequate provisions for the payment, satisfaction or discharge thereof; (v) convey and dispose of such of the Company’s assets which are not to be distributed in kind to the Members and any Assignees; and (vi) distribute the Company’s assets to its creditors and the Members in accordance with applicable provisions of the L.L.C. Act.

SECTION 9.03.Termination.  After all of the assets of the Company have been distributed in accordance with Section 9.02, the Manager shall cause the filing of the Company’s Article of Termination with the Missouri Secretary of State.

7

ARTICLE X
GENERAL PROVISIONS

SECTION 10.01.Governing Law.  This Agreement shall be governed by and construed in accordance with Missouri law.

SECTION 10.02.Counterparts.  This Agreement may be signed in any number of counterparts, each of which shall be deemed an original.

SECTION 10.03.Entire Restated Agreement.  This Agreement constitutes the entire Agreement between the parties and supersedes any prior oral or written understandings, Restated Agreements or representations by or between the parties.

SECTION 10.04.Incorporation of Schedule.  Schedule A identified in this Agreement is incorporated into this Agreement by this reference.

SECTION 10.05.Severability.  Each provision of this Agreement is distinct and severable and if any such provision shall be held to be invalid, illegal or against public policy, the validity or the legality of the reminder of this Agreement shall not be affected thereby.

SECTION 10.06.Notices and Consents.

(a)Except as otherwise provided in this Agreement, (i) any notice to be given to a party shall be given in writing to such party by facsimile, personal delivery or registered or certified mail, return receipt requested; and (ii) any consent to be given by a Member or the Manager shall be given in writing to the Company at its principal place of business by facsimile, personal delivery or registered or certified mail, return receipt requested.

(b)A notice or consent shall be effective as of the date received by a party or the Company in any manner provided in Section 10.06(a).

SECTION 10.07.Successors and Assigns.  This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, successors, assigns an legal representatives.

The sole Member has executed this Agreement as of the date first written above.

MEMBER:

MISSION CARES SERVICES, LLC

/s/ Marvin S. Wool

Marvin S. Wool, Manager

8

Schedule A
Outstanding Membership Units of
Mission Cares Services, LLC

MEMBER	MEMBERSHIP UNITS
MISSION CARES SERVICES, LLC	100

9

July 20, 2007

Access2Care, LLC
2500 Abbott Place
St. Louis, MO 63143
Attn: Member

Re:Resignation

Member of Access2Care, LLC:

The undersigned hereby resigns from his position as Manager of Access2Care, LLC, effective as of the date of this letter.

Sincerely,

/s/ Marvin S. Wool

Marvin Wool

10

ACTION BY WRITTEN CONSENT
OF THE SOLE MEMBER OF
ACCESS2CARE, LLC

July 20, 2007

The undersigned, being the sole member of Access2Care, LLC, a Missouri limited liability company (the “Company”), hereby waives all right and entitlement to notice of a special meeting of the member and takes the following action by written consent in lieu of meeting, pursuant to Section 347.083 of the Missouri Limited Liability Company Act, and hereby consents to, approves and adopts the following resolutions:

APPOINTMENT OF MANAGER

RESOLVED, that effective as of the date hereof, the following limited liability company be and hereby is, appointed as the manager of the Company to serve until its respective successor is duly elected and qualified:

Mission Care Services, LLC, a Missouri limited liability company

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]

11

IN WITNESS WHEREOF, the undersigned has signed this Action by Written Consent as of the date first written above and directs that it be placed with the minutes of the proceedings of the members.

SOLE MEMBER
MISSION CARE SERVICES, LLC
By:	American Medical Response, Inc.,
	its managerr
By:		/s/ William Sanger
		William A. Sanger, Chief Executive Officer

[Signature Page-Consent of Member of Access2Care]

12

EX-3.9

Exhibit 3.9

CERTIFICATE OF INCORPORATION

OF

ADAM TRANSPORTATION SERVICE, INC.

The undersigned, a natural person of the age of eighteen years or over, desiring to form a corporation pursuant to the provisions of the Business Corporation Law of the State of New York, hereby certifies as follows:

FIRST: The name of the corporation is

ADAM TRANSPORTATION SERVICE, INC.

hereinafter sometimes called “the corporation.”

SECOND: The purpose for which it is formed is as follows:

The purpose for which this corporation is organized is to engage in any lawful act or activity for which corporations may be formed under the Business Corporation Law provided that the corporation is not formed to engage in any act or activity which requires the consent or approval of any state official, department, board, agency or other body, without such consent or approval first being obtained.

For the accomplishment of the aforesaid purposes, and in furtherance thereof, the corporation shall have and may exercise all of the powers, conferred by the Business Corporation Law upon corporations formed thereunder, subject to any limitations contained in Article 2 of said law or in accordance with the provisions of any other statute of the State of New York.

THIRD: The-office of the corporation in the State of New York is to be located in the County of Westchester.

FOURTH: The aggregate number of shares which the corporation shall have the authority to issue is 200, no par value.

FIFTH: The Secretary of State is designated as the agent of the corporation upon whom process against the corporation may be served, and the address to which the Secretary of State shall mail a copy of any process against the corporation served upon him is c/o The Corporation, 722 Nepperhan Avenue, Yonkers, New York 10703.

IN WITNESS WHEREOF I hereunto sign my name and affirm that statements made herein are true under the penalties of perjury this 12th day of December, 1988.

Incorporator:	/s/ Linda Pellitier
	Linda Pellitier
Address:	283 Washington Avenue Albany,
	New York 12206
	283 Washington Avenue Albany,
	New York 12206

CERTIFICATE OF INCORPORATION

OF

ADAM TRANSPORTAT1ON SERVICE, INC.

Under Section 402 of the Business Corporation Law

Filer:

Roberts & Roberts

One Old Country Road, Suite 350

Carle Place, New York 11514

2

CERTIFICATE OF CHANGE

OF

ADAM TRANSPORTATION SERVICE, INC.

UNDER SECTION 805-A OF THE BUSINESS CORPORATION LAW

WE, THE UNDERSIGNED, Robert E. Jarrett and Robert H. Byrne, being respectively the Vice-President, Financial Operations and Secretary of Adam Transportation Service, Inc. hereby certify:

1.The name of the corporation is Adam Transportation Service, Inc.

2.The Certificate of Incorporation of said corporation was filed by the Department of State on December 23, 1988.

3.The following was authorized by the Board of Directors:

A.To change the location of the corporation’s office in New York from the County of Westchester to the County of New York.

B.To change the post office address to which the Secretary of State shall mail a copy of process in any action or proceeding against the corporation which may be served on him from c/o The Corporation, 722 Nepperhan Avenue, Yonkers, New York 10703 to c/o CT Corporation, 1633 Broadway, New York, New York 10019.

C.To designate the registered agent in New York upon whom all process against the corporation may be served on as CT Corporation System, 1633 Broadway, New York 10019.

IN WITNESS WHEREOF, we have signed this Certificate on the 18 of April, 1995 and we affirm the statements contained therein as true under penalties of perjury.

/s/ Robert E. Jarrett

Robert E. Jarrett - Vice President,

Financial Operations

/s/ Robert H. Byrne

Robert H. Byrne - Secretary

3

CERTIFICATE OF CHANGE

OF

ADAM TRANSPORTATION SERVICE, INC.

UNDER SECTION 805-A OF THE BUSINESS CORPORATION LAW

LAIDLAW TRANSIT INC.

3221 N. SERVICE ROAD

BURLINGTON ONTARIO CANADA L7R 3Y8

4

CERTIFICATE OF MERGER

OF

ASSOCIATED AMBULANCE & HEALTH SERVICES, INC.

INTO

ADAM TRANSPORTATION SERVICE, INC.

UNDER SECTION 904 of the

BUSINESS CORPORATION LAW

We, the undersigned, Robert E. Jarrett and Robert H. Byrne, being respectively the Vice-President and the Secretary of Associated Ambulance & Health Services, Inc., and Robert E. Jarrett and Robert H. Byrne, being respectively the Vice-President and Secretary of Adam Transportation Service, Inc. hereby certify:

1.(a)The name of each constituent is as follows:

Associated Ambulance & Health Services, Inc.

Adam Transportation Service, Inc.

(b)The name of the surviving corporation is Adam Transportation Service, Inc. and following the merger its name shall be Adam Transportation Service, Inc.

2.As to each constituent corporation, the designation and number of outstanding shares of each class and series and the voting rights thereof are as follows:

	Designation and number		Class or Series	Shares entitled
Name of	of shares in each class		of Shares entitled	to vote as a
Corporation	or series outstanding		to Vote	class or series
Associated Transportation & Health Services, Inc		24 Common	Common	1
Adam Transportation Services, Inc.		100 Common	Common	1

3.There will be no amendments or changes made to the Certificate of Incorporation of the surviving corporation once the merger hits taken place.

4.The date when the Certificate of Incorporation of each constituent corporation was filed by the Department of State is as follows:

5

Name of Corporation	Date of Incorporation
Associated Ambulance & Health Services, Inc.	March 9, 1981
Adam Transportation Service, Inc.	December 23, 1988

5.The merger was adopted by each constituent corporation in the following manner:

(a)As to Associated Ambulance & Health Services, Inc., by the unanimous written consent of the shareholders.

(b)As to Adam Transportation Service, Inc., by the unanimous written consent of the shareholders.

6.The merger shall be effected on the 31st day of August, 1995.

IN WITNESS WHEREOF, we have signed this certificate on the 23 day of August, 1995, and we affirm the statements therein as true under penalties or perjury.

Associated Ambulance & Health Services, Inc.
By:	/s/ Robert E. Jarrett
	Robert E. Jarrett - Vice President
By:	/s/ Robert E. Jarrett
	Robert E. Jarrett - Secretary
Adam Transportation Service, Inc.
By:	/s/ Robert E. Jarrett
	Robert E. Jarrett - Vice President
By:	/s/ Robert E. Jarrett
	Robert H. Byrne - Secretary

6

CERTIFICATE OF MERGER

OF

ASSOCIATED AMBULANCE & HEALTH SERVICES, INC.

INTO

ADAM TRANSPORTATION SERVICE, INC.

UNDER SECTION 904 OF THE BUSINESS CORPORATION LAW

LAIDLAW TRANSPORTATION LIMITED

3221 N. SERVICE ROAD

BURLINGTON, ONTARIO CANADA L7N 3G2

7

CERTIFICATE OF MERGER

OF

Associated Ambulance Service, Inc.,

Adam Transportation Service, Inc.,

Park Ambulance Service, Inc.,

Five Counties Ambulance Service, Inc.,

Sunrise Handicap Transport Corp.

INTO

MEDTRANS OF NEW YORK, INC.

We, the undersigned, Michael Forsayeth and Robert H. Byrne, being respectively the Vice-President and the Secretary of MedTrans of New York, Inc., and Michael Forsayeth and Robert H. Byrne, being respectively the Vice-President and Secretary of Associated Ambulance Service, Inc., Adam Transportation Service, Inc., Park Ambulance Service, Five Counties Ambulance Service, Inc. and Sunrise Handicap Transport Corp. hereby certify:

1.(a)The name of each constituent is as follows:

MedTrans of New York, Inc.

Associated Ambulant Service, Inc.,

Adam Transportation Service, Inc.,

Park Ambulance Service, Inc.,

Five Counties Ambulance Service, Inc.,

Sunrise Handicap Transport Corp.

(b)The name of the surviving corporation is MedTrans of New York, Inc. and following the merger its name shall be MedTrans of New York, Inc.

2.As to each constituent corporation, the designation and number of outstanding shares of each class and series and the voting rights thereof are as follows:

	Designation and number	Class or Series	Shares entitled
Name of	of shares in each class	of Shares entitled	to vote as a
Corporation	or series outstanding	to Vote	class or series
MedTrans of New York, Inc.	100 Common	Common	1
Associated Ambulance Services, Inc	1,000 Common	Common	1
Adam Transportation Services, Inc.	100 Common	Common	1

8

Park Ambulance Service, Inc.	50 Common	Common	1
Five Counties Ambulance Service, Inc.	100 Common	Common	1
Sunrise Handicap Transport Corp.	100 Common	Common	1

3.There will be no amendment or changes made to the Certificate of Incorporation of the surviving corporation once the merger has taken place.

4.The date when the Certificate of Incorporation of each constituent corporation was filed by the Department of State is as follows:

Name of Corporation	Date of Incorporation
MedTrans of New York, Inc.	December 27, 1994
Associated Ambulance Services, Inc.	April 8, 1988 (under the name of AMB-U- Chair Coaches, Inc.)
Adam Transportation Services, Inc	December 23, 1988
Park Ambulance Service, Inc.	August 3, 1964 (under the name of Park Ambulance & Oxygen Service, Inc)
Five Counties Ambulance Service, Inc.	November 23, 1964
Sunrise Handicap Transport Corp.	May 11, 1981

5.The merger was adopted by each constituent corporation in the following manner:

(a)As to MedTrans of New York, Inc., by the unanimous written consent of the shareholders.

(b)As to Associated Ambulance, Inc., by the unanimous written consent of the shareholders.

(c)As to Adam Transportation Service; Inc., by the unanimous written consent of the shareholders.

(d)As to Park Ambulance Service, Inc., by the unanimous written consent of the shareholders.

(e)As to Five Counties Ambulance Service, Inc., by the unanimous written

9

consent of the shareholders.

(f)As to Sunrise Handicap Transport Corp., by the unanimous written consent of the shareholders.

6.The merger shall be effected on the 31st day of August, 1996.

IN WITNESS WHEREOF, we have signed this certificate on the 27 day of August, 1996, and we affirm the statements therein as true under penalties or perjury.

MedTrans of New York, Inc.
By:	/s/ Michael Forsayeth
	Michael Forsayeth - Vice President
By:	/s/ Robert H. Byrne
	Robert H. Byrne - Secretary
Associated Ambulance Service, Inc.
By:	/s/ Michael Forsayeth
	Michael Forsayeth - Vice President
By:	/s/ Robert H. Byrne
	Robert H. Byrne - Secretary
Adam Transportation, Inc.
By:	/s/ Michael Forsayeth
	Michael Forsayeth - Vice President
By:	/s/ Robert H. Byrne
	Robert H. Byrne - Secretary

10

SIGNATURES CONTINUED...
	Park Ambulance Service, Inc.
	By:	/s/ Michael Forsayeth
		Michael Forsayeth - Vice President
	By:	/s/ Robert H. Byrne
		Robert H. Byrne - Secretary
	Five Counties Ambulance Service, Inc.
	By:	/s/ Michael Forsayeth
		Michael Forsayeth - Vice President
	By:	/s/ Robert H. Byrne
		Robert H. Byrne - Secretary
	Sunrise Handicap Transport Corp.
	By:	/s/ Michael Forsayeth
		Michael Forsayeth - Vice President
	By:	/s/ Robert H. Byrne
		Robert H. Byrne - Secretary

11

CERTIFICATE OF MERGER

OF

ASSOCIATED AMBULANCE SERVICE, INC.,

ADAM TRANSPORTATION SERVICE, INC.,

PARK AMBULANCE SERVICE, INC.,

FIVE COUNTIES AMBULANCE SERVICE, INC.,

SUNRISE HANDICAP TRANSPORT CORP.

INTO

MEDTRANS OF NEW YORK, INC.

UNDER SECTION 904 OF THE BUSINESS CORPORATION LAW

LAIDLAW INC.

3221 N. SERVICE ROAD

BURLINGTON ONTARIO CANADA L7R 3Y8

12

At a Special Term of the

Supreme Court of the State

of New York, County of

Albany, held at the Court

House in Albany, New York

on the 18 day of March, 1997

PRESENT:

HON.                                 , JUSTICE.

SUPREME COURT

COUNTY OF ALBANY               STATE OF NEW YORK

MEDTRANS OF NEW YORK, INC.,

ASSOCIATED AMBULANCE SERVICE, INC.,

ADAM TRANSPORTATION SERVICE, INC.,

PARK AMBULANCE SERVICE, INC.,

FIVE COUNTIES AMBULANCE SERVICE, INC. AND

SUNRISE HANDICAP TRANSPORT CORP.

Plaintiffs,

– AGAINST – ORDER

SECRETARY OF STATE OF THE STATE OF NEW YORK,

Defendant.

Plaintiffs, MEDTRANS OF NEW YORK, INC., ASSOCIATED AMBULANCE SERVICE, INC., ADAM TRANSPORTATION SERVICE, INC., PARR AMBULANCE SERVICE, INC., FIVE COUNTIES AMBULANCE SERVICE, INC. and SUNRISE HANDICAP TRANSPORT CORP. by their attorney, Lawrence A. Kirsch, Esq., by an Order To Show Cause having sought an Order in this Court annulling the filing-of the Certificate of Merger of the above named corporations-into MEDTRANS OF NEW YORK, INC. filed on the 31st day of August, 1996, with the Division of Corporations of the New York State Secretary of State’s Office, and upon reading and filing the affidavit of Lawrence A. Kirsch, Esq., sworn to the 28th day of February, 1997, and the Defendant having no objection to such order, it is hereby

13

ORDERED, that the Certificate of Merger of ASSOCIATED AMBULANCE SERVICE, INC., ADAM TRANSPORTATION SERVICE, INC., PARK AMBULANCE SERVICE, INC., FIVE COUNTIES AMBULANCE SERVICE, INC. AND SUNRISE HANDICAP TRANSPORT CORP. into MEDTRANS OF NEW YORK, INC. filed in the Offices of the Division of Corporations of the New York Secretary of State’s Office on August 30, 1996, to be effective August 31, 1996 be annulled, and it is further

ORDERED, that the constituent corporations to the above merger be restored to the index of existing corporations of the Department of State, Division of Corporations, and it is further

ORDERED, that Plaintiffs file a copy of this Order with the Department of State, Division of Corporations with respect to each of the above named entities and pay the appropriate statutory filing fees for same.

14

Signed this 18 day of March, 1997, at Albany, New York.

/s/ X

Hon.

Justice of the Supreme Court

STATE OF NEW YORK                                 )

COUNTY OF ALBANY CLERK’S OFFICE ) ss.:

I, THOMAS G. CLINGAN, Clerk of the said County, and also Clerk of the Supreme and County Courts, being Courts of Record held therein, DO HEREBY CERTIFY that I have compared the annexed copy Order with the original thereof filed m this office on the 18 day of March, 1997 and that the same is a correct transcript therefrom, and of the whole of said original.

IN TESTIMONY WHEREOF, I have hereunto set my name and affixed my official seal, this 18 day of March, 1997

/s/ THOMAS G. CLINGAN   Clerk

15

COURT ORDER NULLIFYING

CERTIFICATE OF MERGER

OF

MEDTRANS OF NEW YORK, INC.

ASSOCIATED AMBULANCE SERVICE, INC.,

ADAM TRANSPORTATION SERVICE, INC.,

PARK AMBULANCE SERVICE, INC.,

FIVE COUNTIES AMBULANCE SERVICE, INC.,

SUNRISE HANDICAP TRANSPORT CORP.

Filed by:

HARTER, SECREST & EMERY

700 MIDTOWN TOWER

ROCHESTER, NY 14604-2070

16

CERTIFICATE OF CHANGE

OF

ADAM TRANSPORTATION SERVICE, INC.

Under Section 805-A of the Business Corporation Law

1.The name of the corporation is ADAM TRANSPORTATION SERVICE, INC.

If applicable, the original name under which it was formed is

2.The Certificate of Incorporation of said corporation was filed by the Department of State on 12/23/88.

3.The address of CT Corporation System as the registered agent of said corporation is hereby changed from CT CORPORATION SYSTEM, 1633 BROADWAY, NEW YORK, NY 10019 to 111 Eighth Avenue, New York, New York 10011.

4.The address to which the Secretary of State shall mail a copy of process in any action or proceeding against the corporation which may be served on him is hereby changed from c/o CT CORPORATION, 1633 BROADWAY, NEW YORK, NY 10019 to CT Corporation System, 111 Eighth Avenue, New York, New York 10011.

5.Notice of the above changes was mailed to the corporation by CT Corporation System not less than 30 days prior to the date of delivery to the Department of State and such corporation has not objected thereto.

6.CT Corporation System is both the agent of such corporation to whose address the Secretary of State is required to mail copies of process and the registered agent of such corporation.

IN WITNESS WHEREOF, I have signed this certificate on September 1, 1999 and affirm the statements contained herein as true under penalties of perjury.

CT CORPORATION SYSTEM
By:	/s/ Kenneth J. Uva
	Kenneth J. Uva
	Vice President

NY Domestic Corporation - agent process address

17

CERTIFICATE OF CHANGE

OF

ADAM TRANSPORTATION SERVICE, INC.

Under Section 805-A of the Business Corporation Law

Filed by:CT CORPORATION SYSTEM

111 Eighth Avenue

New York, New York 10011

NY Domestic Corporation - agent process address

18

New York State
Department of State
Division of Corporations, State Records
and Uniform Commercial Code
41 State Street
Albany, NY 12231
www.dos.state.ny.us

CERTIFICATE OF CHANGE
OF
ADAM TRANSPORTATION SERVICE, INC.

(Insert Name of Domestic Corporation)

Under Section 805-A of the Business Corporation Law

FIRST: The name of the corporation is:

ADAM TRANSPORTATION SERVICE, INC.

If the name of the corporation has been changed, the name under which it was formed is:

SECOND: The certificate of incorporation was filed by the Department of State on:

December 23, 1988

THIRD: The change(s) effected hereby are: [Check appropriate box(es)]

oThe county location, within this state, in which the office of the corporation is located, is changed to:

xThe address to which the Secretary of State shall forward copies of process accepted on behalf of the corporation is changed to read in its entirety as follows: c/o Corporation Service Company, 80 State Street Albany, NY 12207-2543

xThe corporation hereby: [Check one]

oDesignates
as its registered agent upon whom process against the corporation may be served. The street address of the registered agent is:

xChanges the designation of its registered agent to: Corporation Service Company. The street address of the registered agent is: 80 State Street Albany, NY 12207-2543

19

oChanges the address of its registered agent to:

oRevokes the authority of its registered agent.

FOURTH: The change was authorized by the board of directors.

(Signature) (Name and Title of Signer)

CERTIFICATE OF CHANGE

OF

ADAM TRANSPORTATION SERVICE, INC.

(Insert Name of Domestic Corporation)

Under Section 805-A of the Business Corporation Law

Filer’s Name Emcare, Inc., Attn: Ms. Robyn D. Bakalar

Address 1717 Main Street, Suite 5200

City, State and Zip Code Dallas, TX 75201

NOTE This form was prepared by the New York State Department of State. You are not required to use this form. You may draft your own form or use forms available at legal stationery stores. The Department of State recommends that all documents be prepared under the guidance of an attorney. The certificate must be submitted with a $30 filing fee.

For Office Use Only

20

EX-3.10

Exhibit 3.10

BY-LAWS

of

ADAM TRANSPORTATION SERVICE, INC.

ARTICLE I - OFFICES

The principal office of the corporation shall be at 78 Ingraham Street, Brooklyn, New York County of Kings State of New York. The corporation may also have offices at such other places within or without the State of New York as the board may from time to time determine or the business of the corporation may require.

ARTICLE II - SHAREHOLDERS

1.PLACE OF MEETINGS.

Meetings of shareholders shall be held at the principal office of the corporation or at such place within or without the State of New York as the board shall authorize.

2.ANNUAL MEETING.

The annual meeting of the shareholders shall be held on the 2nd day of January at 11:00A.M. in each year if not a legal holiday, and, if a legal holiday, then on the next business day following at the same hour, when the shareholders shall elect a board and transact such other business as may properly come before the meeting.

3.SPECIAL MEETINGS.

Special meetings of the shareholders may be called by the board or by the president and shall be called by the president or the secretary at the request in writing of a majority of the board or at the request in writing by shareholders owning a majority in amount of the shares issued and outstanding. Such request shall state the purpose or purposes of the proposed meeting. Business transacted at a special meeting shall be confined to the purposes stated in the notice.

4.FIXING RECORD DATE.

For the purpose of determining the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other

By-Laws A

action, the board shall fix, in advance, a date as the record date for any such determination of shareholders. Such date shall not be more than fifty nor less than ten days before the date of such meeting, nor more than fifty days prior to any other action. If no record date is fixed it shall be determined in accordance with the provisions of law.

5.NOTICE OF MEETINGS OF SHAREHOLDERS.

Written notice of each meeting of shareholders shall state the purpose or purposes for which the meeting is called, the place, date and hour of the meeting and unless it is the annual meeting, shall indicate that it is being issued by or at the direction of the person or persons calling the meeting. Notice shall be given either personally or by mail to each shareholder entitled to vote at such meeting, not less than ten nor more than fifty days before the date of the meeting. If action is proposed to be taken that might entitle shareholders to payment for their shares, the notice shall include a statement of that purpose and to that effect. If mailed, the notice is given when deposited in the United States mail, with postage thereon prepaid, directed to the shareholder at his address as it appears on the record of shareholders, or, if he shall have filed with the secretary a written request that notices to him be mailed to some other address, then directed to him at such other address.

6.WAIVERS.

Notice of meeting need not be given to any shareholder who signs a waiver of notice, in person or by proxy, whether before or after the meeting. The attendance of any shareholder at a meeting, in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of notice by him.

7.QUORUM OF SHAREHOLDERS.

Unless the certificate of incorporation provides otherwise, the holders of a majority of the shares entitled to vote thereat shall constitute a quorum at a meeting of shareholders for the transaction of any business, provided that when a specified item of business is required to be voted on by a class or classes, the holders of a majority of the shares of such class or classes shall constitute a quorum for the transaction of such specified item of business.

When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any shareholders.

The shareholders present may adjourn the meeting despite the absence of a quorum.

By-Laws B

action, the board shall fix, in advance, a date as the record date for any such determination of shareholders. Such date shall not be more than fifty nor less than ten days before the date of such meeting, nor more than fifty days prior to any other action. If no record date is fixed it shall be determined in accordance with the provisions of law.

5.NOTICE OF MEETINGS OF SHAREHOLDERS.

Written notice of each meeting of shareholders shall state the purpose or purposes for which the meeting is called, the place, date and hour of the meeting and unless it is the annual meeting, shall indicate that it is being issued by or at the direction of the person or persons calling the meeting. Notice shall be given either personally or by mail to each shareholder en-titled to vote at such meeting, not less than ten nor more than fifty days before the date of the meeting. If action is proposed to be taken that might entitle shareholders to payment for their shares, the notice shall include a statement of that purpose and to that effect. If mailed, the notice is given when deposited in the United States mail, with postage thereon prepaid, directed to the shareholder at his address as it appears on the record of shareholders, or, if he shall have filed with the secretary a written request that notices to him be mailed to some other address, then directed to him at such other address.

6.WAIVERS.

Notice of meeting need not be given to any shareholder who signs a waiver of notice, in person or by proxy, whether before or after the meeting. The attendance of any shareholder at a meeting, in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of notice by him.

7.QUORUM OF SHAREHOLDERS.

When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any shareholders.

The shareholders present may adjourn the meeting despite the absence of a quorum.

By-Laws B

8.PROXIES.

Every shareholder entitled to vote at a meeting of shareholders or to express consent or dissent without a meeting may authorize another person or persons to act for him by proxy.

Every proxy must be signed by the shareholder or his attorney-in-fact. No proxy shall be valid after expiration of eleven months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the shareholder executing it, except as otherwise provided by law.

9.QUALIFICATION OF VOTERS.

Every shareholder of record shall be entitled at every meeting of shareholders to one vote for every share standing in his name on the record of shareholders, unless otherwise provided in the certificate of incorporation.

10.VOTE OF SHAREHOLDERS.

Except as otherwise required by statute or by the certificate of incorporation;

(a) directors shall be elected by a plurality of the votes cast at a meeting of shareholders by the holders of shares entitled to vote in the election;

(b) all other corporate action shall be authorized by a majority of the votes cast.

11.WRITTEN CONSENT OF SHAREHOLDERS.

Any action that may be taken by vote may be taken without a meeting on written consent, setting forth the action so taken, signed by the holders of all the outstanding shares entitled to vote thereon or signed by such lesser number of holders as may be provided for in the certificate of incorporation.

ARTICLE III - DIRECTORS

1.BOARD OF DIRECTORS.

Subject to any provision in the certificate of incorporation the business of the corporation shall be managed by its board of directors, each of whom shall be at least 18 years of age and shall be shareholders.

2.NUMBER OF DIRECTORS.

The number of directors shall be two

When all of the shares are owned by less than three shareholders, the number of directors may be less than three but not less than the number of shareholders.

By-Laws C

8.PROXIES.

Every shareholder entitled to vote at a meeting of shareholders or to express consent or dissent without a meeting may authorize another person or persons to act for him by proxy.

Every proxy must be signed by the shareholder or his attorney-in-fact. No proxy shall be valid after expiration of eleven months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the shareholder executing it, except as otherwise provided by law.

9.QUALIFICATION OF VOTERS.

Every shareholder of record shall be entitled at every meeting of shareholders to one vote for every share standing in his name on the record of shareholders, unless otherwise provided in the certificate of incorporation.

10.VOTE OF SHAREHOLDERS.

11.WRITTEN CONSENT OF SHAREHOLDERS.

Any action that may be taken by vote may be taken without a meeting on written consent, setting forth the action so taken, signed by the holders of all the outstanding shares entitled to vote thereon or signed by such lesser number of holders as may be provided for in the certificate of incorporation.

ARTICLE III - DIRECTORS

1.BOARD OF DIRECTORS.

Subject to any provision in the certificate of incorporation the business of the corporation shall be managed by its board of directors, each of whom shall be at least 18 years of age and be shareholders.

2.NUMBER OF DIRECTORS.

The number of directors shall be

When all of the shares are owned by less than three shareholders, the number of directors may be less than three but not less than the number of shareholders.

By-Laws C

3.ELECTION AND TERM OF DIRECTORS.

At each annual meeting of shareholders, the shareholders shall elect directors to hold office until the next annual meeting. Each director shall hold office until the expiration of the term for which he is elected and until his successor has been elected and qualified, or until his prior resignation or removal.

4.NEWLY CREATED DIRECTORSHIPS AND VACANCIES.

Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the board for any reason except the removal of directors without cause may be filled by a vote of a majority of the directors then in office, although less than a quorum exists, unless otherwise provided in the certificate of incorporation. Vacancies occurring by reason of the removal of directors without cause shall be filled by vote of the shareholders unless otherwise provided in the certificate of incorporation. A director elected to fill a vacancy caused by resignation, death or removal shall be elected to hold office for the unexpired term of his predecessor.

5.REMOVAL OF DIRECTORS.

Any or all of the directors may be removed for cause by vote of the shareholders or by action of the board. Directors may be removed without cause only by vote of the shareholders.

6.RESIGNATION.

A director may resign at any time by giving written notice to the board, the president or the secretary of the corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.

7.QUORUM OF DIRECTORS.

Unless otherwise provided in the certificate of incorporation, a majority of the entire board shall constitute a quorum for the transaction of business or of any specified item of business.

8.ACTION OF THE BOARD.

Unless otherwise required by law, the vote of a majority of the directors present at the time of the vote, if a quorum is present at such time, shall be the act of the board. Each director present shall have one vote regardless of the number of shares, if any, which he may hold.

By-Laws D

3.ELECTION AND TERM OF DIRECTORS.

At each annual meeting of shareholders, the shareholders shall elect directors to hold office until the next annual meeting. Each director shall hold office until the expiration of the term for which he is elected and until his successor has been elected and qualified, or until his prior resignation or removal.

4.NEWLY CREATED DIRECTORSHIPS AND VACANCIES.

Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the board for any reason except the removal of directors without cause may be filled by a vote of a majority of the directors then in office, although less than a quorum exists, unless otherwise provided in the certificate of incorporation. Vacancies occurring by reason of the removal of directors without cause shall be filled by vote of the shareholders unless otherwise provided in the certificate of incorporation. A director elected to fill a vacancy caused by resignation, death or removal shall be elected to hold office for the unexpired term of his predecessor.

5.REMOVAL OF DIRECTORS.

Any or all of the directors may be removed for cause by vote of the shareholders or by action of the board. Directors may be removed without cause only by vote of the shareholders.

6.RESIGNATION.

A director may resign at any time by giving written notice to the board, the president or the secretary of the corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.

7.QUORUM OF DIRECTORS.

8.ACTION OF THE BOARD.

By-Laws D

9.PLACE AND TIME OF BOARD MEETINGS.

The board may hold its meetings at the office of the corporation or at such other places, either within or without the State of New York, as it may from time to time determine.

10.REGULAR ANNUAL MEETING.

A regular annual meeting of the board shall be held immediately following the annual meeting of shareholders at the place of such annual meeting of shareholders.

11.NOTICE OF MEETINGS OF THE BOARD, ADJOURNMENT.

(a) Regular meetings of the board may be held without notice at such time and place as it shall from time to time determine. Special meetings of the board shall be held upon notice to the directors and may be called by the president upon three days notice to each director either personally or by mail or by wire; special meetings shall be called by the president or by the secretary in a like manner on written request of two directors. Notice of a meeting need not be given to any director who submits a waiver of notice whether before or after the meeting or who attends the meeting without protesting prior thereto or at its commencement, the lack of notice to him.

(b) A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of the adjournment shall be given all directors who were absent at the time of the adjournment and, unless such time and place are announced at the meeting, to the other directors.

12.CHAIRMAN.

At all meetings of the board the president, or in his absence, a chairman chosen by the board shall preside.

13.EXECUTIVE AND OTHER COMMITTEES.

The board, by resolution adopted by a majority of the entire board, may designate from among its members an executive committee and other committees, each consisting of three or more directors. Each such committee shall serve at the pleasure of the board.

14.COMPENSATION.

No compensation shall be paid to directors, as such, for their services, but by resolution of the board a fixed sum and expenses for actual attendance, at each regular or special meeting of the board may be authorized. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

By-Laws E

ARTICLE IV - OFFICERS

1.OFFICES, ELECTION, TERM.

(a) Unless otherwise provided for in the certificate of incorporation, the board may elect or appoint a president, one or more vice-presidents, a secretary and a treasurer, and such other officers as it may determine, who shall have such duties, powers and functions as hereinafter provided.

(b) All officers shall be elected or appointed to hold office until the meeting of the board following the annual meeting of shareholders.

(c) Each officer shall hold office for the term for which he is elected or appointed and until his successor has been elected or appointed and qualified.

2.REMOVAL, RESIGNATION, SALARY, ETC.

(a) Any officer elected or appointed by the board may be removed by the board with or without cause.

(b) In the event of the death, resignation or removal of an officer, the board in its discretion may elect or appoint a successor to fill the unexpired term.

(c) Any two or more offices may be held by the same person, except the offices of president and secretary. When all of the issued and outstanding stock of the corporation is owned by one person, such person may hold all or any combination of offices.

(d) The salaries of all officers shall be fixed by the board.

(e) The directors may require any officer to give security for the faithful performance of his duties.

3.PRESIDENT.

The president shall be the chief executive officer of the corporation; he shall preside at all meetings of the shareholders and of the board; he shall have the management of the business of the corporation and shall see that all orders and resolutions of the board are carried into effect.

4.VICE-PRESIDENTS.

During the absence or disability of the president, the vice-president, or if there are more than one, the executive vice-president, shall have all the powers and functions of the president. Each vice-president shall perform such other duties as the board shall prescribe.

By-Laws F

5.SECRETARY.

The secretary shall:

(a) attend all meetings of the board and of the shareholders;

(b) record all votes and minutes of all proceedings in a book to be kept for that purpose;

(c) give or cause to be given notice of all meetings of shareholders and of special meetings of the board;

(d) keep in safe custody the seal of the corporation and affix it to any instrument when authorized by the board;

(e) when required, prepare or cause to be prepared and available at each meeting of shareholders a certified list in alphabetical order of the names of shareholders entitled to vote thereat, indicating the number of shares of each respective class held by each;

(f) keep all the documents and records of the corporation as required by law or otherwise in a proper and safe manner.

(g) perform such other duties as may be prescribed by the board.

6.ASSISTANT- SECRETARIES.

During the absence or disability of the secretary, the assistant-secretary, or if there are more than one, the one so designated by the secretary or by the board, shall have all the powers and functions of the secretary.

7.TREASURER.

The treasurer shall:

(a) have the custody of the corporate funds and securities;

(b) keep full and accurate accounts of receipts and disbursements in the corporate books;

(c) deposit all money and other valuables in the name and to the credit of the corporation in such depositories as may be designated by the board;

(d) disburse the funds of the corporation as may be ordered or authorized by the board and preserve proper vouchers for such disbursements;

By-Laws G

(e) render to the president and board at the regular meetings of the board, or whenever they require it, an account of all his transactions as treasurer and of the financial condition of the corporation;

(f) render a full financial report at the annual meeting of the shareholders if so requested;

(g) be furnished by all corporate officers and agents at his request, with such reports and statements as he may require as to all financial transactions of the corporation;

(h) perform such other duties as are given to him by these by-laws or as from time to time are assigned to him by the board or the president.

8.ASSISTANT-TREASURER.

During the absence or disability of the treasurer, the assistant-treasurer, or if there are more than one, the one so designated by the secretary or by the board, shall have all the powers and functions of the treasurer.

9.SURETIES AND BONDS.

In case the board shall so require, any officer or agent of the corporation shall execute to the corporation a bond in such sum and with such surety or sureties as the board may direct, conditioned upon the faithful performance of his duties to the corporation and including responsibility for negligence and for the accounting for all property, funds or securities of the corporation which may come into his hands.

ARTICLE V - CERTIFICATES FOR SHARES

1.CERTIFICATES.

The shares of the corporation shall be represented by certificates. They shall be numbered and entered in the books of the corporation as they are issued. They shall exhibit the holder’s name and the number of shares and shall be signed by the president or a vice-president and the treasurer or the secretary and shall bear the corporate seal.

2.LOST OR DESTROYED CERTIFICATES.

The board may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation, alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to be lost or destroyed. When authorizing such issue of a new certificate or certificates, the board may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or give the corporation a bond in such sum and with such surety or sureties as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost or destroyed.

By-Laws H

3.TRANSFERS OF SHARES.

(a) Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, and cancel the old certificate; every such transfer shall be entered on the transfer book of the corporation which shall be kept at its principal office. No transfer shall be made within ten days next preceding the annual meeting of shareholders.

(b) The corporation shall be entitled to treat the holder of record of any share as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person whether or not it shall have express or other notice thereof, except as expressly provided by the laws of New York.

4.CLOSING TRANSFER BOOKS.

The board shall have the power to close the share transfer books of the corporation for a period of not more than ten days during the thirty day period immediately preceding (1) any shareholders’ meeting, or (2) any date upon which shareholders shall be called upon to or have a right to take action without a meeting, or (3) any date fixed for the payment of a dividend or any other form of distribution, and only those shareholders of record at the time the transfer books are closed, shall be recognized as such for the purpose of (1) receiving notice of or voting at such meeting, or (2) allowing them to take appropriate action, or (3) entitling them to receive any dividend or other form of distribution.

ARTICLE VI - DIVIDENDS

Subject to the provisions of the certificate of incorporation and to applicable law, dividends on the outstanding shares of the corporation may be declared in such amounts and at such time or times as the board may determine. Before payment of any dividend, there may be set aside out of the net profits of the corporation available for dividends such sum or sums as the board from time to time in its absolute discretion deems proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the board shall think conducive to the interests of the corporation, and the board may modify or abolish any such reserve.

ARTICLE VII - CORPORATE SEAL

The seal of the corporation shall be circular in form and bear the name of the corporation, the year of its organization and the words “Corporate Seal, New York.” The seal may be used by causing it to be impressed directly on the instrument or writing to be sealed, or upon adhesive substance affixed thereto. The seal on the certificates for shares or on any corporate obligation for the payment of money may be a facsimile, engraved or printed.

By-Laws I

ARTICLE VIII - EXECUTION OF INSTRUMENTS

All corporate instruments and documents shall be signed or countersigned, executed, verified or acknowledged by such officer or officers or other person or persons as the board may from time to time designate.

ARTICLE IX - FISCAL YEAR

The fiscal year shall begin the first day of January in each year.

ARTICLE X - REFERENCES TO CERTIFICATE OF INCORPORATION

Reference to the certificate of incorporation in these by-laws shall include all amendments thereto or changes thereof unless specifically excepted.

ARTICLE XI - BY-LAW CHANGES

AMENDMENT, REPEAL, ADOPTION, ELECTION OF DIRECTORS.

(a) Except as otherwise provided in the certificate of incorporation the by-laws may be amended, repealed or adopted by vote of the holders of the shares at the time entitled to vote in the election of any directors. By-laws may also be amended, repealed or adopted by the board but any by-law adopted by the board may be amended by the shareholders entitled to vote thereon as hereinabove provided.

(b) If any by-law regulating an impending election of directors is adopted, amended or repealed by the board, there shall be set forth in the notice of the next meeting of shareholders for the election of directors the by-law so adopted, amended or repealed, together with a concise statement of the changes made.

By-Laws J

The president and secretary thereupon assumed their respective offices in place and stead of the temporary chairman and the temporary secretary.

Upon motion duly made, seconded and carried, it was

RESOLVED that the seal now presented at this meeting, an impression of which is directed to be made in the margin of the minute book, be and the same hereby is adopted as the seal of this corporation and further

RESOLVED that the president and treasurer be and they hereby are authorized to issue certificates for shares in the form as submitted to this meeting and appended to the minutes of this meeting and further

RESOLVED that the share and transfer book now presented at this meeting be and the same hereby is adopted as the share and transfer book of the corporation.

Upon motion duly made, seconded and carried, it was

RESOLVED that the treasurer be and hereby is authorized to open a bank account in behalf of the corporation with located at and a resolution for that purpose on the printed form of said bank was adopted and was ordered appended to the minutes of this meeting.

Upon motion duly made, seconded and carried, it was

RESOLVED that the corporation proceed to carry on the business for which it was incorporated.

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The secretary then presented to the meeting a written proposal from to this corporation.

Upon motion duly made, seconded and carried, the said proposal was ordered filed with the secretary, and he was requested to spread the same at length upon the minutes, said proposal being as follows:

8a

The proposal was taken up for consideration and the following resolution was on motion unanimously adopted:

WHEREAS a written proposal has been made to this corporation in the form as set forth above in these minutes, and

WHEREAS in the judgment of this board the assets proposed to be transferred to the corporation are reasonably worth the amount of the consideration demanded therefor, and that it is in the best interests of this corporation to accept the said offer as set forth in said proposal,

NOW THEREFORE, IT IS RESOLVED that said offer, as set forth in said proposal, be and the same hereby is approved and accepted, and that in accordance with the terms thereof, this corporation, shall as full payment for said property issue to said offeror(s) or nominee(s) fully paid and non-assessable shares of this corporation, and it is

FURTHER RESOLVED, that upon the delivery to this corporation of said assets and the execution and delivery of such proper instruments as may be necessary to transfer and convey the same to this corporation, the officers of this corporation are authorized and directed to execute and deliver the certificate or certificates for such shares as are required to be issued and delivered on acceptance of said offer in accordance with the foregoing.

8b

The chairman presented to the meeting a form of certificate required under Tax Law section 275A to be filed in the office of the tax commission.

Upon motion duly made, seconded and carried, it was

RESOLVED that the proper officers of this corporation are hereby authorized and directed to execute and file such certificate forthwith.

On motion duly made, seconded and carried, it was

RESOLVED that all of the acts taken and decisions made at the organization meeting be and they hereby are ratified and it was

FURTHER RESOLVED, that the signing of these minutes shall constitute full ratification thereof and waiver of notice of the meeting by the signatories.

There being no further business before the meeting, on motion duly made, seconded and carried, the meeting adjourned.

Dated the 2nd day of January 1989.

/s/ X

Secretary

/s/ Gerald Ellis

Chairman

A true copy of each of the following papers referred to in the foregoing minutes is appended hereto.

Waiver of notice of meeting

Specimen certificate for shares

Resolution designating depository of funds

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WAIVER OF NOTICE OF FIRST MEETING OF BOARD

of

ADAM TRANSPORTATION SERVICE, INC.

We, the undersigned, being all the directors of the above corporation hereby agree and consent that the first meeting of the board be held on the date and at the time and place stated below for the purpose of electing officers and the transaction thereat of all such other business as may lawfully come before said meeting and hereby waive all notice of the meeting and of any adjournment thereof.

Place of meeting 78 Ingraham Street, Brooklyn, NY 11237

Date of meeting January 2, 1989

Time of meeting 10:00 A.M.

/s/ X

Director

/s/ Gerald Ellis

Director

Dated: December 26, 1988

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EX-3.11

Exhibit 3.11

CERTIFICATE OF INCORPORATION
OF
AFFILION, INC.

The undersigned hereby establishes a corporation pursuant to the General Corporation Law of the State of Delaware, and certifies as follows:

ARTICLE I
NAME

The name of the corporation is Affilion, Inc. (the “Corporation”).

ARTICLE II
REGISTERED OFFICE, AGENT

The address of the registered office of the Corporation in the State of Delaware is One Commerce Center, 1201 Orange St. #600, Wilmington, DE 19899, New Castle County.  The name of the registered agent of the Corporation at that address is Incorp Services, Inc.

ARTICLE III
PURPOSE

The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of Delaware, as the same exists now or may hereafter be amended (the “DGCL”).

ARTICLE IV
AUTHORIZED SHARE CAPITAL

Section 4.01Authorized Shares.  The total number of shares of capital stock that the Corporation shall have the authority to issue is 10,000 shares of common stock, par value $0.0001 per share (the “Common Stock”).

Section 4.02Stock Not Assessable.  The capital stock of the Corporation shall not be assessable.  It shall be issued as fully paid, and the private property of the stockholders shall not be liable for the debts, obligations or liabilities of this Corporation.  This Certificate of Incorporation shall not be subject to amendment in this respect.

ARTICLE V
BOARD OF DIRECTORS

Section 5.01Board of Directors.  The business and affairs of the Corporation shall be managed by the board of directors of the Corporation.  The number of directors of the Corporation constituting the entire board shall be fixed from time to time by, or in the manner provided in, the bylaws of the Corporation or in an amendment thereof duly adopted by the board of directors of the Corporation or by the stockholders of the Corporation.  Election of directors of the Corporation need not be by written ballot unless the bylaws of the Corporation shall so provide.

Section 5.02Term.  Each director of the Corporation shall hold office until his or her successor shall be elected and qualified, subject, however, to such director’s earlier death or resignation or removal from office.  No decrease in the number of directors of the Corporation constituting the board of directors of the Corporation shall shorten the term of any incumbent director of the Corporation.

Section 5.03Removal.  Any or all of the directors of the Corporation may be removed from the board of directors of the Corporation, with or without cause, upon the affirmative vote of holders of a majority of the issued and outstanding Common Stock entitled to vote.

ARTICLE VI
DIRECTOR LIABILITY

To the fullest extent permitted by the DGCL, a director of the Corporation shall not be personally liable to the Corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a director.  Any amendment, modification or repeal of this Article VI shall be prospective only and shall not adversely affect any limitation, right or protection of a director of the Corporation existing under this Article VI with respect to any act or omission occurring before such amendment, modification or repeal.

ARTICLE VII
INDEMNIFICATION

Without limitation of any right to indemnification or advancement of expenses that any person may have under the bylaws of the Corporation or under any other agreement or arrangement, the Corporation shall indemnify and advance expenses to each current and former director and officer of the Corporation to the fullest extent permitted by applicable law; provided, however, that the Corporation shall not be required to indemnify or advance expenses to any such officer or director in connection with any proceeding (or part thereof) initiated by such director or officer, unless such proceeding (or part thereof) was authorized in the first instance by the board of directors of the Corporation.  Any amendment, modification or repeal of this Article VII shall be prospective only and shall not adversely affect any right to indemnification or

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advancement of expenses of any director or officer under this Article VII with respect to any act or omission occurring before such amendment, modification or repeal.

ARTICLE VIII
BYLAWS

In furtherance and not in limitation of the powers conferred by law, the board of directors of the Corporation shall have the power to adopt, amend, alter, change or repeal the bylaws of the Corporation by vote of a majority of the directors then in office.

ARTICLE IX
AMENDMENT

The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by law, and all rights conferred upon the stockholders herein are granted subject to this reservation.

ARTICLE X
EXISTENCE

The term of the existence of the Corporation shall be perpetual.

ARTICLE XI
INCORPORATOR

The name and mailing address of the Corporation’s sole incorporator is as follows:

Austin D. Potenza II

201 North Central Avenue, 22nd Floor

Phoenix, Arizona 85004

This Certificate of Incorporation has been signed this 28th day of June, 2010

/s/ Austin D. Potenza II

Austin D. Potenza II

Sole Incorporator

3

CERTIFICATE OF MERGER
OF
AFFILION, INC.,
an Arizona corporation
INTO
AFFILION, INC.,
a Delaware corporation

Pursuant to Section 252 of the Delaware General Corporation Law, the undersigned corporations, by and through the undersigned officers, hereby set forth the following Certificate of Merger.

1.Parties to the Merger.  The parties to the merger are Affilion, Inc., an Arizona corporation (“Arizona Affilion”) and Affilion, Inc., a Delaware corporation (“Delaware Affilion”) (collectively, the “Constituent Corporations”).

2.Plan of Merger.  An Agreement and Plan of Merger (the “Plan of Merger”) has been approved, adopted, certified, executed and acknowledged by each of the Constituent Corporations in accordance with Section 252(c) of the Delaware General Corporation Law.

3.Surviving Corporation.  Delaware Affilion is the surviving corporation.  The address of the known place of business of the surviving corporation is 80 E. Rio Salado Parkway, Suite 703, Tempe, Arizona 85271.

4.Certificate of Incorporation.  The Certificate of Incorporation of Delaware Affilion prior to the consummation of the merger shall be the Certificate of Incorporation of the surviving corporation, without amendment.

5.Inspection of Plan of Merger.  The executed Plan of Merger is on file at the principal place of business of the surviving corporation.  A copy of the Plan of Merger will be furnished by the surviving corporation, on request and without cost, to any stockholder of either of the Constituent Corporations.

6.Authorized Capital Stock of Arizona Affilion.  The outstanding capital stock of Arizona Affilion at the time of the adoption of the Plan of Merger consisted of Two Thousand Four Hundred (2,400) Shares of no par value common stock.

[remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the undersigned has executed this Certificate of Merger as of this 30th day of June, 2010.

Afffilion, Inc.

a Delaware corporation

By:	/s/ David Samuels
	David Samuels, President

I, David Samuels, in my capacity as Secretary of Affilion, Inc., a Delaware corporation, do hereby certify pursuant to Sections 251(f) and 252(c) of the Delaware General Corporation Law that the attached Agreement and Plan of Merger was duly adopted by all members of the Board of Directions of Affilion, Inc., a Delaware corporation, by unanimous consent in lieu of a special meeting dated June 30, 2010 and that as of such date of adoption no shares of stock of such Corporation were or had ever been issued.

By:	/s/ David Samuels
	David Samuels, Secretary

5

EX-3.12

Exhibit 3.12

AFFILION, INC.

BYLAWS

ARTICLE I
Offices

1.1Delaware Office.  The registered office of Affilion, Inc. (the “Corporation”) required by the Delaware General Corporation Law (the “DGCL”) to be maintained in Delaware shall be as set forth in the Certificate of Incorporation of the Corporation (as amended, modified and supplemented, the “Certificate of Incorporation”), unless changed as provided by applicable law.

1.2Other Offices.  The Corporation may also have an office or offices and keep the books and records of the Corporation, except as otherwise may be required by applicable law, in such other place or places, either inside or outside the State of Delaware, as the Board of Directors of the Corporation (the “Board”) may from time to time determine or as may be necessary or convenient to the business of the Corporation.

ARTICLE II
Meetings of Stockholders

2.1Place of Meetings.  Each meeting of the stockholders of the Corporation shall be held at such place, either inside or outside the State of Delaware, as may be designated in the notice of such meeting, or, if no place is designated in such notice, at the principal office of the Corporation.  The Board may, in its sole discretion, determine that a meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote communications in accordance with the DGCL.

2.2Annual Meetings.  An annual meeting of the stockholders of the Corporation shall be held on such date, at such place, if any, and at such time as may be determined by the Board, for the purpose of electing directors and for the transaction of such other business as may properly come before such meeting.

2.3Special Meetings.  Special meetings of the stockholders of the Corporation, for any purpose or purposes, unless otherwise prescribed by applicable law or the Certificate of Incorporation, may be called only by the Board pursuant to a resolution approved by the affirmative vote of a majority of the directors of the Corporation then in office.  Such resolution of the Board shall state the purpose or purposes of such proposed meeting.  Business transacted at any special meetings of the stockholders shall be limited to the purpose or purposes stated in the notice of the special meeting.

2.4Notice of Meetings.

(a)Except as otherwise required herein, by the Certificate of Incorporation or by applicable law, whenever stockholders are required or permitted to take any action at a meeting, the Corporation shall give notice of the meeting stating the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting.  In the case of a special meeting, the notice shall state the purpose or purposes for which the meeting is called.  Unless otherwise provided by applicable law or the Certificate of Incorporation, notice of a meeting shall

be given to each stockholder entitled to vote at the meeting not less than 10 nor more than 60 days before the date of the meeting.

(b)Notice to stockholders may be given by writing in paper form or by electronic transmission.  Notice in paper form shall be deemed given to a stockholder, if personally delivered, when delivered to the stockholder, and, if mailed, when deposited in the United States mail, postage prepaid, addressed to such stockholder at such stockholder’s address as it appears in the records of the Corporation.  Notice by electronic transmission shall be deemed given to a stockholder (i) if by facsimile transmission, when directed to a facsimile number at which the stockholder has consented to receive notice; (ii) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice; (iii) if by posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and (iv) if by any other form of electronic transmission, when directed to the stockholder in a manner permitted by applicable law.

(c)Notice of any meeting of the stockholders need not be given to any stockholder if waived by such stockholder in accordance with these Bylaws.

(d)When a meeting of the stockholders of the Corporation is adjourned to another time or place, if any, notice need not be given of the adjourned meeting if the date, time and place thereof and the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting, are announced at the meeting at which the adjournment is taken.  If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each stockholder of record of the Corporation entitled to vote at the meeting in accordance with the foregoing provisions of this Section 2.4.

2.5Quorum.  Except as otherwise required by law, by the Certificate of Incorporation or by these Bylaws, at each meeting of stockholders of the Corporation, the presence, in person or represented by proxy, of the holders of shares having a majority of the aggregate voting power of the issued and outstanding capital stock of the Corporation entitled to vote at the meeting shall constitute a quorum for the transaction of business at the meeting.  Where a separate vote by a class or classes or series is required for a particular matter to be voted upon at a meeting of the stockholders, the presence, in person or represented by proxy, of the holders of shares having a majority of the aggregate voting power of the issued and outstanding shares of the class or classes or series shall constitute a quorum entitled to take action with respect to the vote on that particular matter.

2.6Adjournments.  In the absence of a quorum at any meeting of stockholders or any adjournment or adjournments thereof, the Chair of the Board or holders of shares having a majority of the voting power of the capital stock present or represented by proxy at the meeting may adjourn the meeting from time to time until a quorum shall be present or represented by proxy.  Any business that might have been transacted at the original meeting of the stockholders may be transacted at the adjourned meeting; provided, that, the Board may, in its sole discretion, fix a new record date for the adjourned meeting.

2.7Voting.  Except as otherwise provided by law or by the Certificate of Incorporation, at each meeting of stockholders each holder of shares of capital stock of the Corporation shall be entitled to one vote for each share of stock having voting power and registered in such holder’s name on the books of the Corporation on the record date fixed for determination of stockholders entitled to vote at such

2

meeting.  Except as otherwise provided in these Bylaws, the Certificate of Incorporation, applicable law or any other rule or regulation applicable to the Corporation or its stock, all other corporate action to be taken by the stockholders, shall be authorized by a majority in voting power of the shares present in person or represented by proxy at a meeting of the stockholders and entitled to vote on the subject matter of the corporate action, a quorum being present.  At any meeting of stockholders, each stockholder entitled to vote may vote in person or by proxy.  Unless otherwise provided by the Certificate of Incorporation, voting need not be by ballot.

2.8Proxies.  Each person entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after two years from its date, unless the proxy provides for a longer period.  A proxy shall be irrevocable if it states that it is irrevocable and if, and only so long as, it is coupled with an interest sufficient in law to support an irrevocable power.  Proxies need not be filed with the Secretary of the Corporation until the meeting is called to order, but shall be filed before being voted.  Without limiting the manner in which a stockholder may authorize another person or persons to act for such stockholder as proxy, the following shall constitute valid means by which a stockholder may grant such authority:

(a)A stockholder may execute a writing authorizing another person or persons to act for such stockholder as proxy.  Execution may be accomplished by the stockholder or the stockholder’s authorized officer, director, employee, or agent signing such writing or causing such person’s signature to be affixed to such writing by any reasonable means including, but not limited to, by facsimile signature; and

(b)A stockholder may authorize another person or persons to act for such stockholder as proxy by transmitting or authorizing the transmission of a facsimile, electronic mail or other means of electronic transmission to the person or persons who will be the holder(s) of the proxy or to an agent of the proxyholder(s) duly authorized by such proxyholder(s) to receive such transmission; provided, however, that any such means of electronic transmission must either set forth or be submitted with information from which it can be determined that such electronic transmission was authorized by the stockholder.  If it is determined that any such electronic transmission is valid, the inspectors or, if there are no inspectors, such other persons making that determination, shall specify the information upon which they relied.

Any copy, facsimile transmission, or other reliable reproduction of a writing or electronic transmission authorizing a person or persons to act as proxy for a stockholder may be substituted or used in lieu of the original writing or electronic transmission for any and all purposes for which the original writing or electronic transmission could be used; provided, however, that such copy, facsimile transmission, or other reproduction shall be a complete reproduction of the entire original writing or electronic transmission.

2.9Stock List.  A complete list of stockholders entitled to vote at any meeting of stockholders, arranged in alphabetical order for each class of stock and showing the address of each such stockholder and the number of shares that are registered in such stockholder’s name, shall be maintained by the Corporation and open to the examination of any such stockholder, for any purpose germane to the meeting for at least 10 days prior to the meeting, (i) during ordinary business hours at the principal place of business of the Corporation or (ii) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting.  If the meeting is to be held at a place, the stock list also shall be kept at the place of the meeting during the whole time thereof and shall be open to the examination of any such stockholder who is present for any purpose

3

germane to the meeting.  If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonable accessible network and the information required to access such list shall be provided with the notice of the meeting.  The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the list required by this section or to vote in person or by proxy at any meeting of stockholders.

2.10Organization.  Meetings of stockholders shall be presided over by the Chair of the Board, if any, or in his or her absence by the Chief Executive Officer, or in his or her absence by a Vice President, or in the absence of the foregoing persons by a chairperson designated by the Board, or in the absence of such designation by a chairperson chosen at the meeting.  The Secretary shall act as secretary of the meeting, but in his or her absence the chairperson of the meeting may appoint any person to act as secretary of the meeting.

2.11Conduct of Meetings.  Except to the extent inconsistent with applicable rules and regulations as adopted by the Board, the person presiding over any meeting of stockholders shall have the right and authority to convene and to adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such other acts as, in the judgment of such presiding person, are appropriate for the proper conduct of the meeting.  Such rules, regulations or procedures, whether adopted by the Board or prescribed by the chairperson of the meeting, may include, without limitation: (a) the establishment of an agenda or order of business for the meeting; (b) the opening and closing of the polls; (c) rules and procedures for maintaining order at the meeting and the safety of those present; (d) limitations on attendance at or participation in the meeting to stockholders of record of the corporation, their duly authorized and constituted proxies or such other persons as the chairperson of the meeting shall determine; (e) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (0 limitations on the time allotted to questions or comments by participants.  The chairperson of any meeting of stockholders, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall, if the facts warrant, determine and declare to the meeting that a matter or business was not properly brought before the meeting and if such chairperson should so determine, such chairperson shall so declare to the meeting and any such matter or business not properly brought before the meeting shall not be transacted or considered.  Unless and to the extent determined by the Board or the chairperson of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

2.12Stockholder Action Without a Meeting.

(a)Except as otherwise provided by law or by the Certificate of Incorporation, any action required to be taken at any meeting of stockholders of the Corporation, or any action that may be taken at any annual or special meeting of the stockholders, may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing setting forth the action so taken shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book or books in which meetings of stockholders are recorded; provided, however, that delivery made to the Corporation’s registered office in the State of Delaware shall be by hand or by certified mail, return receipt requested.  Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented

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in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of the holders to take the action were delivered to the Corporation.

(b)Any electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxy holder, or by a person or persons authorized to act for a stockholder or proxy holder, shall be deemed to be written, signed, and dated for the purposes of these Bylaws, provided that any such electronic transmission sets forth or is delivered with information from which the Corporation can determine (i) that the such electronic transmission was transmitted by the stockholder or proxy holder or by a person or persons authorized to act for the stockholder or proxy holder and (ii) the date on which such stockholder or proxy holder or authorized person or persons transmitted such electronic transmission, except that delivery made to the Corporation’s registered office shall be made by hand or by certified or registered mail, return receipt requested.  Any consent by means of electronic transmission shall be deemed to have been signed on the date on which such electronic transmission was transmitted.  No consent given by electronic transmission shall be deemed to have been delivered until receipt by the Corporation at its principal place of business or by an officer or agent of the Corporation having custody of the book or books in which proceedings of meetings of stockholders are recorded.  Notwithstanding the foregoing limitations on delivery, consents given by electronic transmission may be otherwise delivered to the principal place of business of the Corporation or to an officer or agent of the Corporation having custody of the book or books in which proceedings of meetings of stockholders are recorded if, to the extent, and in the manner provided by resolution of the Board.

(c)Any copy, facsimile, or other reliable reproduction of a consent in writing (or reproduction in paper form of a consent by other electronic transmission) may be substituted or used in lieu of the original writing (or original reproduction in paper form of a consent by electronic transmission) for any and all purposes for which the original consent could be used, provided that such copy, facsimile, or other reproduction shall be a complete reproduction of the entire original writing (or original reproduction in paper form of other electronic transmission).

ARTICLE III
Directors

3.1Powers.  The Board shall have and may exercise all powers of the Corporation, except as are by applicable law, by the Certificate of Incorporation or by these Bylaws conferred upon or reserved to the stockholders of any class or classes or series thereof of capital stock of the Corporation.

3.2Number; Terms and Vacancies.  The number of directors of the Corporation shall be fixed exclusively by the Board of Directors from time to time.  Each director of the Corporation shall hold office until his or her successor is duly qualified and elected or his or her earlier death, resignation, retirement or removal.  No decrease in the number of directors constituting the Board shall shorten the term of any incumbent director.

3.3Qualifications; Election.  Directors shall be natural persons who are at least 21 years of age.  Directors need not be stockholders.  At each meeting of stockholders for the election of directors at which a quorum is present, the persons receiving a plurality of the votes cast shall be elected directors.

3.4Place of Meetings.  Meetings of the Board shall be held at the Corporation’s office in the State of Delaware or at such other places, inside or outside such State, as the Chair of the Board, if any, or

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in lieu thereof, the Chief Executive Officer, may from time to time determine or as shall be specified or fixed in the notice or waiver of notice of any such meeting.

3.5Regular Meetings.  Regular meetings of the Board shall be held from time to time as shall be determined by the Board, such determination to constitute the only notice of regular meetings to which any director shall be entitled.  In the absence of such a determination, such meetings shall be held upon notice in accordance with Section 3.7.

3.6Special Meeting.  Special meetings of the Board may be called by a majority of the directors then in office or by the Chair of the Board, if any, or in lieu thereof, by the Chief Executive Officer, upon notice in accordance with Section 3.7.

3.7Notice of Meetings.  Notice of any regular (if required) and each special meeting of the Board stating the time, place and purposes thereof, may be given in writing personally, by mail, by facsimile transmission, by electronic mail or by other form of electronic transmission pursuant to which the director has consented or agreed to receive notice.  Notice in writing shall be provided (a) if mailed, not less than seven calendar days prior to the meeting, addressed to such director at his or her residence or usual place of business, or (b) by courier or by facsimile or other electronic transmission or other similar method at least 24 hours before the meeting.

3.8Waiver of Notice.  Notice of any meeting of the Board, or any committee thereof, need not be given to any member if waived by him or her in writing as provided in these Bylaws, or if he or she signs the minutes or attends the meeting, except that if such director attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened, then such director shall not be deemed to have waived notice of such meeting.

3.9Quorum and Voting.  At all meetings of the Board and of any committee thereof a majority of the members of the Board or of such committee shall be necessary and sufficient to constitute a quorum for the transaction of business.  The act of a majority of the members present at any meeting of the Board or a committee thereof at which a quorum is present shall be the act of the Board or such committee, unless by express provision of applicable law, the Certificate of Incorporation or these Bylaws (or with respect to any committee, pursuant to a resolution adopted by the Board), a different vote is required, in which case the express provision shall govern and control.  In the absence of a quorum, a majority of the members of the Board or of such committee present at any meeting may, without notice other than announcement at the meeting, adjourn such meeting from time to time until a quorum is present.

3.10Manner of Acting.  Any action required or permitted to be taken by the Board or any committee thereof may be taken without a meeting if all members of the Board or such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings, or the transmission or transmissions, are filed with the minutes of the proceedings of the Board or such committee.  Members of the Board or any committee thereof may participate in any meeting of the Board or such committee by means of conference telephone or other communications equipment by means of which all persons participating therein can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.

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3.11Committees.

(a)The Board may by resolution or resolutions designate one or more committees, each committee to consist of one or more directors, which to the extent provided in such resolution or resolutions shall have and may exercise, to the extent permitted by applicable law, such powers as the Board may delegate to them in the respective resolutions appointing them.  The Board may designate one or more directors as alternate members of any committee to replace any absent or disqualified member of the committee.

(b)Except as otherwise determined by resolution of the Board or as provided in these Bylaws, each committee shall adopt its own rules governing the time, place, and method of holding its meetings and the conduct of its proceedings, and shall meet as provided by such rules or by resolution of the Board.  Unless otherwise provided by these Bylaws or any such rules or resolutions, notice of the time and place of each meeting of a committee shall be given to each member of such committee as provided in Section 3.7 with respect to notices of meetings of the Board,

(c)Each committee shall keep regular minutes of its proceedings and report the same to the Board when required.

(d)Any member of any committee may be removed from such committee either with or without cause, at any time, by the Board at any meeting thereof.  Any vacancy in any committee shall be filled by the Board in the manner prescribed by the Certificate of Incorporation or these Bylaws for the original appointment of the members of such committee.

3.12Resignation.  Any director may resign at any time by notice given in writing or by electronic transmission to the Corporation.  Any such notice provided to the Board, the Chair of the Board, the Chief Executive Officer of the Corporation or the Secretary of the Corporation shall be deemed to constitute notice to the Corporation.  Such resignation shall take effect upon delivery, unless the resignation specifies a later effective date or an effective date determined upon the happening of an event or events and, unless otherwise specified therein, acceptance of such resignation shall not be necessary to make it effective.

3.13Removal.  Except as otherwise provided in the Certificate of Incorporation, any director or the entire Board may be removed with or without cause, by the holders of capital stock having at least a majority in voting power of the shares entitled to vote in the election of directors.

3.14Vacancies.  Unless otherwise provided in the Certificate of Incorporation or in these Bylaws, vacancies and newly-created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director or by a majority in voting power of the shares entitled to vote in the election of directors.  Unless otherwise provided in the Certificate of Incorporation or these Bylaws, when one or more directors resigns from the Board, effective at a future date, a majority of directors then in office, including those who have resigned, shall have the power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective.

3.15Compensation of Directors.  The Board may provide for the payment to any of the directors of a specified amount for services as director or member of a committee of the Board, or of a specified amount for attendance at each regular or special Board meeting or committee meeting, or of

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both, and all directors shall be reimbursed for expenses of attendance at any such meeting; provided, however, that nothing contained in these Bylaws shall be construed to preclude any director from serving the Corporation in any other capacity and from receiving compensation from the Corporation for service rendered to it in such other capacity.

ARTICLE IV
Officers

4.1Number.  The officers of the Corporation shall consist of a Chief Executive Officer, a Treasurer and a Secretary.  The Board also may elect such other officers as the Board may from time to time deem appropriate or necessary, including a Chief Financial Officer, Chief Operating Officer, one or more Vice Presidents (including one or more Executive Vice Presidents and one or more Senior Vice Presidents if deemed appropriate by the Board), one or more Assistant Secretaries or Assistant Treasurers, and a Controller and a Chair of the Board.

4.2Election, Term and Qualification.  Except as otherwise provided by this Article IV, officers of the Corporation shall be elected and qualified from time to time by the Board.  Each officer shall hold office until his or her successor is elected and qualified by the Board or until his or her earlier death, retirement, resignation or removal.  Any number of offices may be held by the same person.

4.3Resignation.  Any officer may resign at any time by giving notice in writing or by electronic transmission to the Corporation; provided, however, that notice to the Board, Chair of the Board, the Chief Executive Officer or the Secretary shall be deemed to constitute notice to the Corporation.  Such resignation shall take effect upon receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

4.4Removal.  Any officer may be removed at any time, with or without cause, by the Board.

4.5Vacancies.  Any vacancy among the officers, whether caused by death, resignation, removal or any other cause, shall be filled in the manner prescribed for election or appointment to such office.

4.6Delegation of Authority.  To the fullest extent permitted by applicable law, the Chair of the Board or the Board may from time to time delegate the powers or duties of any officer to any other officers or agents, notwithstanding any provision hereof.

4.7Chair of the Board.  The Chair of the Board shall be a director and shall preside at all meetings of the stockholders and directors or may designate another director to so preside.

4.8Chief Executive Officer.  The Chief Executive Officer shall supervise the daily operations of the business of the Corporation.  Subject to the provisions of these Bylaws and to the direction of the Board, he or she shall perform all duties and have all powers as are commonly incident to the office of Chief Executive Officer or that are from time to time delegated to him or her by the Board.  He or she shall have power to sign all stock certificates, contracts and other instruments of the Corporation that are authorized and shall have general supervision and direction of all of the other officers, employees and agents of the Corporation.

4.9President.  The President, if any, shall, subject to the direction and supervision of the Board, perform all duties and have all powers as are commonly incident to the office of President or that

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are from time to time delegated to him or her by the Board or the Chief Executive Officer.  At the request of the Chief Executive Officer or in his or her absence or inability or refusal to act, the President of the Corporation shall perform the duties of the Chief Executive Officer, and when so acting shall have all the powers of and be subject to all of the restrictions upon the Chief Executive Officer.

4.10Chief Operating Officer.  The Chief Operating Officer, if any, shall, subject to the direction and supervision of the Board and the Chief Executive Officer, assist with the daily operations of the business of the Corporation, and perform all such other duties and have all such other powers that are commonly incident to the office of Chief Operating Officer or that are from time to time delegated to him or her by the Board or the Chief Executive Officer.

4.11Chief Financial Officer.  The Chief Financial Officer, if any, shall (a) be the principal financial officer of the Corporation, (b) upon request of the Board, make such reports to it as may be required at any time and (c) perform all such other duties and have all such other powers as are commonly incident to the office of Chief Financial Officer and Treasurer or that are from time to time delegated to him or her by the Board or the Chief Executive Officer.  Treasurers and Assistant Treasurers, if any, shall have such powers and perform such duties as may from time to time be delegated to them by the Board or the Chief Financial Officer.  At the request of the Chief Financial Officer or in his or her absence or inability or refusal to act, the Treasurer (or, in the absence or inability or refusal to act of the Treasurer, the Assistant Treasurer designated by the Board or the Chief Financial Officer) shall perform the duties of the Chief Financial Officer, and when so acting shall have all the powers of and be subject to all of the restrictions upon the Chief Financial Officer.

4.12Treasurer.  The Treasurer shall (a) be the principal financial officer of the Corporation, (b) upon request of the Board, make such reports to it as may be required at any time and (c) perform all such other duties and have all such other powers as are commonly incident to the office of Treasurer or that are from time to time delegated to him or her by the Board or the Chief Executive Officer.  Assistant Treasurers, if any, shall have such powers and perform such duties as may from time to time be delegated to them by the Board or the Treasurer.  At the request of the Treasurer or in his or her absence or inability or refusal to act, the Assistant Treasurer designated by the Board or the Treasurer shall perform the duties of the Treasurer, and when so acting shall have all the powers of and be subject to all of the restrictions upon the Treasurer.

4.13Vice President.  Each Vice President (including one or more Executive Vice Presidents and one or more Senior Vice Presidents if deemed appropriate by the Board) shall have such powers and duties as may be delegated to him or her by the Board.

4.14Secretary.  The Secretary shall (a) issue all authorized notices for, and shall attend and keep minutes of all meetings of the stockholders and the Board, (b) have charge of the corporate books and (c) perform all such other duties and have all such other powers as are commonly incident to the office of Secretary or that are from time to time delegated to him or her by the Board or the Chief Executive Officer.  Assistant Secretaries, if any, shall have such powers and perform such duties as may from time to time be delegated to them by the Board or the Secretary.  At the request of the Secretary or in his or her absence or inability or refusal to act, the Assistant Secretary designated by the Board or the Secretary shall perform the duties of the Secretary, and when so acting shall have all the powers of and be subject to all of the restrictions upon the Secretary.

4.15Controller.  The Controller, if any, shall (a) be the principal accounting officer of the Corporation, (b) have direct responsibility for and supervision of the accounting records of the

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Corporation, and see that adequate examination and audits thereof are currently and regularly made, and (c) perform all such other duties and have all such other powers as are commonly incident to the office of Controller or that are from time to time delegated to him or her by the Board.

4.16Bonds of Officers.  If required by the Board, any officer of the Corporation shall give a bond for the faithful discharge of his or her duties in such amount and with such surety or sureties as the Board may require.

ARTICLE V
Capital Stock

5.1Certificates.  Shares of stock of the Corporation shall be represented by certificates, unless the Board provides by resolution or resolutions that some or all of the shares of any class or classes, or series thereof, of the Corporation’s capital stock shall be uncertificated, in which case the shares of such class or classes, or series thereof, shall be uncertificated.  Each holder of stock represented by a certificate shall be entitled to a certificate signed by, or in the name of the Corporation by, either the President and by either the Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer, bearing the number of shares owned by him or her.  Any or all of the signatures on the certificate may be by facsimile.  If any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, the certificate may be issued by the Corporation with the same effect as if such person or entity were such officer, transfer agent or registrar at the date of issuance.

5.2Transfers.  Where shares of stock are represented by a certificate, transfers of shares shall be made only upon the transfer books of the Corporation kept at an office of the Corporation or by transfer agents designated to transfer shares of the stock of the Corporation, and where shares of stock are uncertificated, such shares may be transferred in accordance with applicable law.

5.3Lost, Stolen or Destroyed Certificates.  Any person claiming a certificate of stock to be lost, stolen or destroyed shall, at the request of the Corporation, make an affidavit or an affirmation of such loss, theft or destruction, and shall, at the request of the Corporation, give the Corporation a bond of indemnity in satisfactory form and with one or more satisfactory sureties, whereupon a new certificate may be issued in its place.

5.4Registered Stockholders.  The names and addresses of the holders of record of the shares of each class and series of the Corporation’s capital stock, together with the number of shares of each class and series held by each record holder and the date of issue of such shares, shall be entered on the books of the Corporation.  The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares of capital stock of the Corporation as the person entitled to exercise the rights of a stockholder, including, without limitation, the right to vote in person or by proxy at any meeting of the stockholders of the Corporation.  The Corporation shall not be bound to recognize any equitable or other claim to or interest in any such shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by the DGCL.

5.5Fractional Shares.  The Corporation may, but shall not be required to, issue fractional shares of its capital stock if necessary or appropriate to effect authorized transactions.  If the Corporation does not issue fractional shares, it shall (a) arrange for the disposition of fractional interests on behalf of those that otherwise would be entitled thereto, (b) pay in cash the fair value of fractions of a share as of

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the time when those who otherwise would be entitled to receive such fractions are determined, or (c) issue scrip or warrants in registered form (either represented by a certificate or uncertificated) or in bearer form (represented by a certificate), which scrip or warrants shall entitle the holder to receive a full share upon surrender of such scrip or warrants aggregating a full share.  Fractional shares shall, but scrip or warrants for fractional shares shall not (unless otherwise expressly provided therein), entitle the holder to exercise voting rights, to receive dividends thereon, to participate in the distribution of any assets in the event of liquidation, and otherwise to exercise rights as a holder of capital stock of the class or series to which such fractional shares belong.

5.6Additional Powers of Board.  The issue, transfer, conversion and registration of certificates of stock or uncertificated shares shall be governed by such other rules and regulations as the Board may establish.  The Board may appoint and remove transfer agents and registrars of transfer, and may require all stock certificates to bear the signature of any such transfer agents or registrars of transfer.

ARTICLE VI
Indemnification of Directors and Officers

6.1Right to Indemnification.  Each person (together with his or her heirs, executors and administrators, an “Indemnitee”) who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (collectively, a “Proceeding”), by reason of the fact that he or she is or was a director or an officer of the Corporation or, while serving as a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, manager, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a director, officer, manager, employee or agent or in any other capacity while serving as a director or officer of the Corporation, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith.

6.2Right to Advancement of Expenses.  The right to indemnification under Section 6.1 shall include the right to be paid by the Corporation the expenses (including attorneys’ fees) incurred in defending any such proceeding in advance of its final disposition (an “Advancement of Expenses”); provided, however, that, an Advancement of Expenses incurred by an Indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such Indemnitee, including service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (an “Undertaking”), by or on behalf of the Indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “Final Adjudication”) that such Indemnitee is not entitled to be indemnified for such expenses under this Article VI or otherwise.

6.3Right of Indemnitee to Bring Suit.

(a)If (i) a claim under Section 6.1 is not paid in full by the Corporation within 60 days or (ii) a claim under Section 6.2 with respect to Advancement of Expenses is not paid in full by the Corporation

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within 20 days, in each case after a written demand therefor has been received by the Corporation, the Indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim.  If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee, to the fullest extent permitted by applicable law, shall be entitled to be paid the expense of prosecuting or defending such suit.

(b)In (i) any suit brought by an Indemnitee to enforce a right to indemnification under Section 6.1 (but not in a suit brought by an Indemnitee to enforce a right to the Advancement of Expenses) it shall be a defense, and (b) any suit brought by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Corporation shall be entitled to recover such expenses upon a Final Adjudication, that the Indemnitee has not met any applicable standard for indemnification set forth in the DGCL.  Neither the failure of the Corporation (including the Board, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including the Board, independent legal counsel or its stockholders) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to such suit.  In any suit brought by the Indemnitee to enforce a right to indemnification or to an Advancement of Expenses under this Article VI or otherwise, or brought by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the burden shall be on the Corporation to provide that the Indemnitee is not entitled to be indemnified or to such Advancement of Expenses under this Article VI or otherwise.

6.4Non-Exclusivity; Contract Rights; Amendment.  The rights to indemnification and to the Advancement of Expenses under this Article VI shall (a) be contract rights, (b) continue as to an Indemnitee (including his or her heirs, executors and administrators) who has ceased to be a director, officer, employee or agent and (c) not be exclusive of any other right that any person may have or hereafter acquire by any statute, the Certificate of Incorporation or Bylaws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such Indemnitee’s official capacity, and as to action in another capacity while holding such office.  Any amendment, alternation or repeal of this Article VI (or successor provision) that adversely affects any rights of an Indemnitee (including his or her heirs, executors and administrators) shall be prospective only, and shall not limit or eliminate any such rights with respect to any Proceeding involving any action, omission, occurrence or event arising or that took place prior to such amendment, alteration or repeal.

6.5Insurance.  The Corporation may purchase and maintain insurance, at its expense, to protect itself and any person that is or was serving as a director, officer, employee or agent of the Corporation, or its or was serving at the request of the Corporation as a director, officer, manager, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan, against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL, this Article VI or otherwise.

6.6Indemnification of Employees and Agents of the Corporation.  The Corporation may, to the extent authorized from time to time by the Board, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent of the

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provisions of this Article VI with respect to the indemnification and advancement of expenses of directors and officers of the Corporation.

ARTICLE VII
Amendments

To the extent permitted by the Certificate of Incorporation, the Board may from time to time alter, amend, supplement or repeal these Bylaws.  In addition to and not in limitation of the foregoing, these Bylaws may be altered, amended, supplemented or repealed at any meeting of stockholders or by written consent of the stockholders as provided in these Bylaws, provided that any such alteration, amendment, supplement or repeal proposed to be acted upon at any such meeting or by written consent shall have been described or referred to in the notice of such meeting or in the written consent.

ARTICLE VIII
Miscellaneous

8.1Waivers of Notice.  A waiver in writing or by electronic transmission of any notice by a stockholder, director, officer, employee or agent, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to the notice required to be given to such stockholder, director, officer, employee or agent.  Neither the business nor the purpose of any meeting need be specified in such a waiver.  If waiver of notice is given by electronic transmission, such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the stockholder, director, officer, employee or agent, as applicable.

8.2Record Date.

(a)In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders, the Board may fix a record date, which record date shall not precede the date on which the resolution fixing the record date is adopted by the Board, and shall not be more than 60 nor less than 10 days before the date of the meeting.  If no record date is fixed by the Board, the record date shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.  A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.

(b)In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and shall not be more that 10 days after the date upon which the resolution fixing the record date is adopted by the Board.  If no record date has been fixed by the Board, if no prior action by the Board is required by applicable law, the Certificate of Incorporation or these Bylaws, the record date shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in the manner set forth in Section 2.12, If no record date has been fixed by the Board and prior action by the Board is required by applicable law, the Certificate of Incorporation, or these Bylaws, the record date shall

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be at the close of business on the date on which the Board adopts the resolution taking such prior action.

(c)In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date on which the resolution fixing the record date is adopted by the Board, and shall not be more than 60 days prior to the date of the action.  If no record date is fixed by the Board, the record date shall be shall be at the close of business on the day on which the Board adopts a resolution relating thereto.

8.3Books and Records.  Any books or records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or by means of, or be in the form of, any information storage device or method; provided, however, that the books and records so kept can be converted into clearly legible paper form within a reasonable time.  The Corporation shall so convert any books or records so kept upon the request of any person entitled to inspect such records pursuant to the Certificate of Incorporation, these Bylaws, or the provisions of the DGCL.

8.4Action with Respect to Securities of Other Entities.  Unless otherwise directed by the Board, the Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer or any Vice President shall have power to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of stockholders or other equityholders of or with respect to any action of stockholders or other equityholders of any other corporation or other entity in which the Corporation may hold securities and otherwise to exercise any and all rights and powers that the Corporation may possess by reason of its ownership of securities in such other corporation or other entity.

8.5Facsimile Signatures.  In addition to the provisions for use of facsimile signatures elsewhere specifically authorized in these Bylaws, signatures by facsimile or other electronic transmission of any officer or officers of the Corporation may be used whenever and as authorized by the Board or a committee thereof.

8.6Corporate Seal.  The Board may provide a suitable seal, containing the name of the Corporation, which seal shall be in the charge of the Secretary of the Corporation.  Duplicates of the seal may be kept and used by the Chief Financial Officer or the Treasurer or by an Assistant Secretary or Assistant Treasurer.

8.7Reliance Upon Books, Reports and Records.  Each director, each member of any committee designated by the Board, and each officer of the Corporation shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its officers or employees, or committees of the Board so designated, or by any other person as to matters which such director or committee member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

8.8Fiscal Year.  The fiscal year of the Corporation shall be as fixed by the Board.

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8.9Time Periods.  In applying any provision of these Bylaws that requires that an act be done or not be done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded, and the day of the event shall be included.

8.10Inconsistent Provisions.  If any provision of these Bylaws is or becomes inconsistent with any provision of the Certificate of Incorporation, the DGCL or any other applicable law, the provision of these Bylaws shall not be given any effect to the extent of such inconsistency but shall otherwise be given full force and effect.

[END OF BYLAWS]

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CERTIFICATE OF SECRETARY

I hereby certify that the foregoing copy of the Bylaws is a true and correct copy of the Bylaws of the corporation as the same were adopted at the first meeting of the Board of Directors.

/s/ David J. Samuels

David J. Samuels, Secretary

EX-3.13

Exhibit 3.13

ARTICLES OF INCORPORATION Form 001

Filing fee: $50.00 revised 12/27/01

Deliver 2 copies to: Colorado Secretary of State

Business Division,

1560 Broadway, Suite 200

Denver, CO 80202-5169

This document must be typed or machine printed

Please include a self-addressed envelope.

The undersigned, acting as the incorporator of a corporation for profit pursuant to §7-102-102, Colorado Revised Statutes (C.R.S.), delivers these Articles of Incorporation to the Colorado Secretary of State for filing, and states as follows:

1.	The entity name of the corporation is:  Air Ambulance Specialists, Inc.
	The entity name of a corporation must contain the terms “corporation”, “incorporated”; “company”, or “limited’, or an abbreviation of any of these terms §7-90-601(3)(a), C.R.S.
2.	The corporation is authorized to issue:	(number) 1,000,000 shares of (class) Common
		(number)                  shares of (class)

If more classes are authorized, include attachment indicating class(es) and number of shares in each class.

3.The street address of the corporation’s initial registered office and the name of its initial registered agent at that office are: Street Address (must be a street or other physical address in Colorado)

5776 South Fulton Way, Greenwood Village, Colorado 80111

If mail is undeliverable to this address, ALSO include a post office box address:                                                                       ;

Registered Agent Name: Donald A. Jones

The undersigned consents to appointment as the corporation’s initial registered agent:
Registered Agent Signature	/s/ Donald A. Jones

4.The address of the corporation’s initial principal office is:  5776 South Fulton Way Greenwood Village, Colorado 80111

5.The name and address of the incorporator is:

Name:	Walter Slatkin
Address:	44 Cook West, Suite 1000 Denver, Colorado 80206-5827

6.The address to which the Secretary of State may send a copy of this document upon completion of filing (or to which the Secretary of State may return this document if filing is refused) is:

If applicable, these articles are to have a delayed effective date of N/A
	(not to exceed 90 days)

Incorporator Signature /s/ Walter Slatkin Signer’s Name-printed: Walter Slatkin

OPTIONAL  The electronic mail and/or Internet address for this entity is/are: e-mail:

Web site

The Colorado Secretary of State may contact the following authorized person regarding this document:

Name:	Walter Slatkin	address:	44 Cook Street Denver, Colorado 80206-5827
Voice:	303-355-2999	fax: 303-329-6826		e-mail:	bslatkinwolfslatin.com

STATEMENT OF CHANGE OF REGISTERED OFFICE
OR REGISTERED AGENT, OR BOTH

Form 150 Revised July 1, 2002

Filing fee: $5.00

Deliver 3* copies to: Colorado Secretary of State

Business Division, 1560 Broadway, Suite 200

Denver, CO 80202-5169

This document must be typed or machine printed

Copies of filed documents may be obtained at www.sos.stateco.us

Pursuant to Title 7, Colorado Revised Statutes (C.R.S.), the individual named below causes the following statement to be delivered to the Colorado Secretary of State for filing:

1.The name of the entity is Air Ambulance Specialists, Inc.

(must be exactly as shown on the records of the Secretary of State)

organized under the laws of Colorado (state or country of origin)

2.If above entity is foreign, the assumed entity name, if any, currently using in Colorado:

3.The street address of its current registered office (according to the existing records of the Secretary of State) is:  5776 South Fulton Way Greenwood Village, CO 80111

4.If the registered office address is to be changed, the street address of the new registered office is:  8001 S. Inter Port Blvd. Suite 250, Englewood, CO 80112

(must be a street or other physical address in Colorado) If mail is undeliverable to this address, ALSO include a post office box address:

5.The name of its current registered agent (according to the existing records of the Secretary of State) is:

6If the registered agent is to be changed, the name of the new registered agent is:

7.If the registered agent is changing the street address of the registered agent’s business address, notice of the change has been given to the above named entity.

8.The street  addresses of its registered office and of the business office of its registered agent as changed will be identical.

9.(Optional) Address of its principal place of business is:

and if changed, the new address of its principal place of business is:

10.The (a) name or names, and (b) mailing address or addresses, of any one or more of the individuals who cause this document to be delivered for filing, and to whom the Secretary of State may deliver notice if filing of this document                  are: Air Ambulance Specialists, Inc. 8001 S. Interport Blvd, Suite 250, Englewood, CO 80112

*NOTE: If this document is changing the registered office or registered agent,  the Secretary of State must deliver a copy of the document (1) to the registered office as last designated before the change and (2) to the principal office of the entity.

Document processing fee

If document is filed on paper           $10.00

If document is filed electronically   Currently Not Available

Fees and forms/cover sheets

are subject to change.

To file electronically, access instructions for this form/cover sheet and other information or print copies of filed documents, visit www.sos.state.co.us and select Business Center.

Paper documents must he typewritten or machine printed

Statement of Change

filed pursuant to §7-90-301, et seq. and §7-90-305.5 or §7-90-604 or §7-90-701 or §7-90-702 or §7-90-705 or
§7-90-804 of the Colorado Revised Statutes (C.R.S.)

ID number:	20021030508
1.Entity name:	Air Ambulance Specialists, Inc.
2.True name:
(if different from the entity mane)
Complete lines 3 - 15 as applicable. You must complete line l6.
3.Resignation of registered agent of record:
Date on which agent resigned:	7/08/2006
	(mm/dd/yyyy)
Registered Agent:  (if an individual)	Jones                                  Donald                 A.
	(Last)                          (First)               (Middle)                              (Suffix)
OR (if a business organization)
	800 S. Interport Blvd.
Registered agent street address:	Suite 250
	(Street name and number)
	Englewood                                  CO                 80112
	(City)                     (State)                  (Postal/Zip Code)
The person appointed as registered agent has delivered notice of the change to the entity at the principal office address of its principal office.
4.Appointment of new registered agent following resignation of registered agent of record:
Registered agent: (if an individual)
	(Last)                          (First)               (Middle)                              (Suffix)
OR (if a business organization)
	Corporation Service Company
The person appointed as registered agent in the document has consented to being so appointed.

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Registered agent street address:	1560 Broadway
	(Street name and number)
	Denver                                  CO                 80202
	(City)              (State)                  (Postal/ZipCode)
Registered agent mailing address:
(if different from above)	(Street name and number or Post Office Box information)
	(City)              (State)                  (Postal/ZipCode)
	(Province — if applicable)         (Country — if  not US)
5.Change of registered agent name and/or address of record:
Registered agent: (if an individual)	(Last)                   (First)               (Middle)                              (Suffix)
OR (if a business organization)
	Corporation Service Company
The person appointed as registered agent in the document has consented to being so appointed.
Registered agent street address:	1560 Broadway
	(Street name and number)
	Denver                                  CO                 80202
	(City)              (State)                  (Postal/ZipCode)
Registered agent mailing address:
(if different from above)	(Street name and number or Post Office Box information)
	(City)              (State)                  (Postal/ZipCode)
	(Province — if applicable)       (Country — if not US)
If the change is being effected by the registered agent, the following statement applies:
The person appointed as registered agent has delivered notice of the change to the entity at the principal office address of its principal office.
6.Change of principal office address of record:
New principal office:
street address	(Street name and number)
	(City)              (State)                  (Postal/ZipCode)
	(Province — if applicable)      (Country — if not US)
New principal office mailing address:	(Street name and number or Post Office Box information)

2

(if different from above)
	(City)              (State)                  (Postal/ZipCode)
	(Province — if applicable)      (Country - if not US)
7.Document number:
(required for change(s) to 8, 9,10, and/or 11 below)
8.Change of entity name of record (LLP, art. 61 LLLP or foreign entity only):
New entity name:
9.Change of true name of record (LLP, art. 61 LLLP, general partnership or foreign entity only):
New true name:
10.Change of jurisdiction of formation of record (foreign entity only):
New jurisdiction of formation:
11.Change of entity form of record (foreign entity only):
New entity form:
12.Other change(s) not provided for above:

If other information contained in the filed document is being changed, mark this box o and include an attachment stating the information to be changed and each such change.

If other information is being added or deleted, mark this box o and include an attachment stating each addition or deletion.

13.Withdrawal of Statement of Registration of True Name: (if applicable, mark this box o)

14.Use of Restricted Words (if any of these

terms are contained in an entity name,	o     ‘bank” or “trust” or any derivative thereof
true name of on entity, trade name or trademark	o     “credit union”     o     “savings and loan”
stated in this document, mark the applicable box):	o     “insurance”, “casualty”, “mutual’, or “surety”
15.(Optional) Delayed effective date:
	(mm/dd/yyyy)

Notice:

Causing this document to be delivered to the secretary of state for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the individual’s act and deed, or that the individual in good faith believes the document is the act and deed of the person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.R.S., the constituent documents, and the organic statutes, and that the individual in good faith believes the facts stated in the document are true and the document complies with the requirements of that Part, the constituent documents, and the organic statutes.

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This perjury notice applies to each individual who causes this document to be delivered to the secretary of state, whether or not such individual is named in the document as one who has caused it to be delivered.

16.Name(s) and address(es) of the Individual(s) causing the document to be delivered for filing:	Hill                               Jackie                   L.
	(Last)              (First)               (Middle)                             (Suffix)
	c/o Holme Roberts & Owens, L.L.P.
	(Street name and number or Post Office Box information)
	1700 Lincoln Street, Suite 4100
	Denver                            CO                        80203
	(City)           (State)                        (Postal/ZipCode)
	(Province — if applicable)       (Country if not US)

(This document need not state the          name and address of more than one individual.  However, if you wish to state the name and address of any additional individuals causing the document to be delivered for filing, mark this  box o and include an attachment stating the name and address of such individuals)

Disclaimer:

This form, and any related instructions, are not intended to provide legal, business or tax advice, and are offered as a public service without representation or warranty.  While this form is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form.  Questions should be addressed to the user’s attorney.

4

Document processing fee If document is filed on paper	$150.00
If document is filed electronically	Currently Not Available

Fees & forms/cover sheets
are subject to change.

To file electronically, access instructions
for this form/cover sheet and other
information or print copies of filed
documents, visit www.sos.state.co.us
and select Business Center.

Paper documents must be typewritten or machine printed.

Statement of Merger

filed pursuant to §7-90-301, et seq. and §7-90-203 Colorado Revised Statutes (C.R.S.)

1.Entity name or true name of each merging entity (other than the surviving entity)	Eagle Acquisition Subsidiary, Inc.
	(Enter name exactly as it appears in the records of the secretary of state if applicable)
Form of entity	corporation
Jurisdiction under which the entity was formed	Colorado
ID number (if applicable)	20061198005
Principal office street address:	6200 South Syracuse Way
	(Street name and number)
	#200
	Greenwood Village                        CO                    80111
	(City)                                      (State)               (Postal Zip Code)
Principal office mailing address:
(if different from above)	(Street name and number or Post Office Box information)
	(City)                               (State)                (Postal Zip Code)
	(Province —  if applicable)                               (Country — if not US)
Entity name or true name (other than the surviving entity)
	(Enter name exactly as it appears in the records of the secretary of state if applicable)
Form of entity
Jurisdiction under which the entity was formed
ID number (if applicable)

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Principal office street address:
	(Street name and number)
	(City)                                      (State)                     (Postal Zip Code)
	(Province — if applicable)           (Country — if not US)
Principal office mailing address:
(if different from above)	(Street name and number or Post Office Box information)
	(City)                                      (State)                     (Postal Zip Code)
	(Province — if applicable)           (Country — if not US)
Entity name or true name (other than the surviving entity)
	(Enter name exactly as it appears in the records of the secretary of state if applicable)
Form of entity
Jurisdiction under which the entity was formed
ID number (if applicable)
Principal office street address:
	(Street name and number)
	(City)                          (State)                         (Postal Zip Code)
	(Province —  if applicable)                            (Country — if not US)
Principal office mailing address:
(if different from above)	(Street name and number or Post Office Box information)
	(City)                          (State)                         (Postal Zip Code)
	(Province — if applicable)                            (Country — if not US)

(If there are more than three merging entities, mark this box o and include an attachment stating the entity name, ID number, and the principal office address of each additional merging entity.)

2.Entity name of the surviving entity	Air Ambulance Specialists, Inc.
	(Enter name exactly as it appears in the records of the secretary of state if applicable)
Form of entity	corporation

2

Jurisdiction under which the entity was formed	Colorado
ID number (if applicable)	20021030508
Principal office street address:	8001 S. Interport Blvd.
	(Street name and number)
	Suite 250
	Englewood                                    CO                               80112
	(City)                                    (State)                            (Postal Zip Code)
	(Province — if applicable)     (Country — if not US)
Principal office mailing address:
(if different from above)	(Street name and number or Post Office Box information)
	(City)                                    (State)                            (Postal Zip Code)
	(Province — if applicable)     (Country — if not US)

3.The merging entities are merged into the surviving entity.

4.If one or more of the merging entities is a registrant of a trademark described in a filed document in the records of the secretary of state, mark this box o and state below the document number of each such filed document.

Document number

Document number

(If more than two trademarks, mark this box o and include an attachment slating the additional document numbers.)

5.Additional information may be included.  If applicable, mark this box o and include an attachment stating the additional information.

6.(Optional) Delayed effective date:
	(mm/dd/yyyy)

Notice:

Causing this document to be delivered to the secretary of state for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the individual’s act and deed, or that the individual in good faith believes the document is the act and deed of the person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.R.S., the constituent documents, and the organic statutes, and that the individual in good faith believes the facts stated in the document are true and the document complies with the requirements of that Part, the constituent documents, and the organic statutes.

This perjury notice applies to each individual who causes this document to be delivered to the secretary of state, whether or not such individual is named in the document as one who has caused it to be delivered.

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7.Name(s) and address(es) of the individual(s) causing the document to be delivered for filing:	Hill                                                 Jackie                                  L.
	(Last)                           (First)                                  (Middle)           (Suffix)
	c/o Holme Roberts & Owen, LLP
	(Street name and number of Post Office Box information)
	1700 Lincoln Street, Suite 4100
	Denver                                            CO                                      80203
	(City)                           (State)                                  (Postal/Zip Code)
	(Province if applicable)                     (Country — if not US)

(The document need not state the true name and address of more than one individual.  However, if you wish to stale the name and address of any additional individuals causing the document to be delivered for filing, mark this box o and include an attachment stating the name and address of such individuals)

Disclaimer:

This form, and any related instructions, are not intended to provide legal, business or tax advice, and are offered as a public service without representation or warranty. While this form is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form. Questions should be addressed to the user’s attorney.

4

Document Processing Fee If document is filed on paper:	$150.00
If document is filed electronically:	$ 50.00
Fees & forms/cover sheets are subject to change.
To file electronically, access instructions for this form/cover sheet and other information or print copies of filed documents, visit www.sos.state.co.us and select Business Center.
Paper documents must be typewritten or machine printed.

Statement Curing Delinquency

filed pursuant to §7-90-904 of the Colorado Revised Statutes (C.R.S.)

1.For the delinquent entity, its ID number, entity name and jurisdiction of formation are
ID number	20021030508
	(Colorado Secretary of State ID number)
Entity name	AIR AMBULANCE SPECIALISTS, INC.
Jurisdiction where formed	Colorado
2.By providing the information required herein, this statement corrects all grounds for delinquency cited by the secretary of state.
3.The registered agent name and registered agent address of the registered agent are
Name    (if an individual)
	(Last)                     (First)                  (Middle)                                                 (Suffix)
OR
(if an entity)	Corporation Service Company
(Caution: Do not provide both an individual and an entity name).
The person appointed as registered agent above has consented to being so appointed.
Street address	1560 Broadway Ste 2090
	(Street number and name)
	Denver                        CO                            80202
	(City)               (State)                     (Zip Code)
Mailing address
(leave blank if same as street address)	(Street number and name or Post Office Box information)
	CO
	(City)               (State)                     (Zip Code)
(If following statement applies, adopt the statement by marking the box.)

1

oThe mailing address in the records of the Secretary of State is no longer different than the street address and is no longer required.
4.The principal office address of the entity’s principal office is
Street address	6200 S. SYRACUSE WAY
	(Street number and name)
	SUITE 200
	GREENWOOD VILLAGE               CO                        80111
	(City)                                    (State)                    (Postal/Zip Code)
	United States
	(Province — if applicable)                              (Country — if not US)
Mailing address
(leave blank if same as street address)	(Street number and name or Post Office Box information)
	(City)      (State)                       (Zip Code)
	United States
	(Province — if applicable)                                   (Country — if not US)

(If following statement applies, adopt the statement by marking the box.)

oThe mailing address in the records of the Secretary of State is no longer different than the street address and is no longer required.

5.If the following statement applies, adopt the statement by marking the box and include an attachment.)

oThis document contains additional information as provided by law.

6.(Caution: Leave blank if the document does not have a delayed effective date.  Stating a delayed effective date has significant legal consequences.  Read instructions before entering a date.)

(If the following statement applies, adopt the statement by entering a date and, if applicable, time using the required format.)

The delayed effective date and, if applicable, time of this document is/are
	(mm/dd/yyyy hour minute am/pm)

Notice:

Causing this document to be delivered to the secretary of state for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the individual’s act and deed, or that the individual in good faith believes the document is the act and deed of the person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.R.S., the constituent documents, and the organic statutes, and that the individual in good faith believes the facts stated in the document are true and the document complies with the requirements of that Part, the constituent documents, and the organic statutes.

This perjury notice applies to each individual who causes this document to be delivered to the secretary of state, whether or not such individual is named in the document as one who has caused it to be delivered.

7.The true name and mailing address of the individual causing the document to be delivered for filing are

WARD                                 LYNNE

              (Last)                     (First)                                      (Middle)                (Suffix)

2

6200 S. SYRACUSE WAY

(Street name and number of Post Office Box information)

SUITE 200

GREENWOOD VILLAGE                     CO           80111

             (City)                        (State)                         (Postal/Zip Code)

(Province — if applicable)              (Country — if not US)

(If following statement applies, adopt the statement by marking the box and include an attachment.)

oThis document contains the true name and mailing address of one or more additional individuals causing the document to be delivered for filing.

Disclaimer:

This form/cover sheet, and any related instructions, are not intended to provide legal, business or tax advice, and are furnished without representation or warranty. While this form/cover sheet is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form/cover sheet. Questions should be addressed to the user’s legal, business or tax advisor(s).

3

Document processing Fee If document is filed on paper:	$150.00
If document is filed electronically:	Currently Not Available
Fees & forms/cover sheets are subject to change.
To file electronically, access instructions for this form/cover sheet and other information or print copies of filed documents, visit www.sos.state.co.us and select Business Center.

Paper documents must be typewritten or machine printed.

Statement of Correction

filed pursuant to §7-90-301, et seq. and §7-90-305 of the Colorado Revised Statutes (C.R.S.)

Document number	20071354894
(of filed document to be corrected)
ID number	20021030508
1. Entity name	AIR AMBULANCE SPECIALISTS, INC.
2. True name (if different from the entity name)

The corrected statement(s) below correct(s) the corresponding incorrect statement(s) that is/are contained in the filed document identified by the document number above.

Complete the following sections as applicable. Leave the section blank if it does not apply. You must complete section 21.

3.Corrections made below are intended to update the entity’s current information x

OR

Corrections made below are intended for historical purposes only, and not to update the entity’s current information o.

4.Correction of entity name of record

5.Correction of true name of record

6.Correction of entity form of record

7.Correction of jurisdiction of formation of record

8.Correction of registered agent of record
(if an individual)	(Last)              (First)                (Middle)               (Suffix)
OR (if a business organization)

The person appointed as registered agent in the document has consented to being so appointed.

If the correction is being effected by the registered agent, the following statement applies:

1

The person appointed as registered agent has delivered notice of the correction to the entity at the principal office address of its principal office.

9.Correction of registered agent street address of record	(Street number and name)
	CO
	(City)                   (State)                                      (Postal/Zip Code)

If the correction is being effected by the registered agent, the following statement applies:

The person appointed as registered agent has delivered notice of the correction to the entity at the principal office address of its principal office.

10.Correction of registered agent mailing address of record*
(leave blank if same as street address)	(Street name and number or Post Office Box information)
	(City)                                       (State)                       (Postal/Zip Code)
	(Province — if applicable)                                         (Country — if not US)

If the correction is being effected by the registered agent, the following statement applies:

The person appointed as registered agent has delivered notice of the correction to the entity at the principal office address of its principal office.

*If this address is being deleted entirely, mark this box o.

11.Correction of principal office	8001 S. INTERPORT BLVD.
street address of record	(Street number and name)
	SUITE 250
	ENGLEWOOD                                       CO                            80112
	(City)                                          (State)                       (Postal/Zip Code)
	(Province — if applicable)                                 (Country — if not US)
12.Correction of principal office	6200 S. SYRACUSE WAY
mailing address of record*	(Street name and number or Post Office information)
(if different from above)
	SUITE 200
	GREENWOOD VILLAGE                         CO                             80111
	(City)                    (State)                              (Postal/Zip Code)
	(Province — if applicable)                              (Country — if not US)

*If this address is being deleted entirely, mark this box o.

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13.Correction of delayed effective date of record
(only for filed documents that have not	(mm/dd/yyyy)
become effective)

14.Correction of period of duration of record

If the entity’s period of duration as corrected is perpetual, mark this box o.

OR

If period of duration is less than perpetual, state the date on which the period of duration expires:
	(mm/dd/yyyy)

15.If other information contained in the filed document is being corrected, mark this box o and include an attachment stating the information to be corrected and each such correction.

16.Correction regarding unauthorized filed document (if the filed document should not have been filed, mark this box o and include an attachment stating each incorrect statement that is corrected by the statement of correction).
(only for filed documents that have become effective)

17.If this statement of correction affects another record in the records of the Secretary of State, mark this box o and include an attachment stating the entity name, true name, trade name, or trademark and the identification number of that record.

18.If this statement of correction affects this record’s status, mark this box o.

19.(If this statement of correction revokes a filed document that states a delayed effective date but has not yet become effective, adopt the following statement by marking the box.)

o  The filed document is revoked.

Notice:

Causing this document to be delivered to the secretary of state for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the individual’s act and deed, or that the individual in good faith believes the document is the act and deed of the person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.R.S., the constituent documents, and the organic statutes, and that the individual in good faith believes the facts stated in the document are true and the document complies with the requirements of that Part, the constituent documents, and the organic statutes.

This perjury notice applies to each individual who causes this document to be delivered to the secretary of state, whether or not such individual is named in the document as one who has caused it to be delivered.

20.Name(s) and address(es) of the	WARD                                      LYNNE
individual(s) causing the document	(Last)                          (First)                             (Middle)                (Suffix)
to be delivered for filing:	c/o AMERICAN MEDICAL RESPONSE
	(Street name and number of Post Office Box information)
	6200 S. SYRACUSE WAY, SUITE 200
	GREENWOOD VILLAGE                        CO          80111
	(City)                    (State)                            (Postal/Zip Code)

3

(Province — if applicable)                (Country — if not US)

(The document  used must state the true name and address of more than one individual.  However, if you wish to state the name and address of any additional individuals causing the document to be delivered far filing, mark this box o and include an attachment stating the name and address of such individuals.)

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EX-3.14

Exhibit 3.14

BYLAWS
OF
AIR AMBULANCE SPECIALISTS, INC.
(A Colorado Corporation)

ARTICLE I
OFFICES

Section 1.  Registered Office.  The registered office of Air Ambulance Specialists, Inc. (the “Corporation”) required by the Colorado Business Corporation Act (the “Act”) to be maintained in Colorado shall be as set forth in the articles of incorporation, unless changed as provided by law.

Section 2.  Other Offices.  The principal office of the Corporation shall be located at 8001 S InterPort Blvd., Ste 250, Englewood, Colorado 80112.  The Corporation may have such offices, either within or outside Colorado, as the board of directors of the Corporation (the “Board”) may from time to time determine or as the business of the Corporation may require.

ARTICLE II
CORPORATE SEAL

Section 3.  Corporate Seal.  The corporate seal, if any, of the Corporation shall be in such form as adopted by the Board, and any officer of the Corporation may, when and as required, affix or impress the seal, or a facsimile thereof, to or on any instrument or document of the Corporation.

ARTICLE III
SHAREHOLDERS’ MEETINGS

Section 4.  Place of Meetings.  Each meeting of the shareholders shall be held at such place, either within or outside Colorado, as may be designated in the notice of meeting, or, if no place is designated in the notice, at the principal office of the Corporation if in Colorado or, if the principal office is not located in Colorado, at the registered office of the Corporation in Colorado.

Section 5.  Annual Meeting.  An annual meeting of the shareholders shall be held on such date as may be determined by the Board, beginning with the year 2007, for the purpose of electing directors and for the transaction of such other business as may come before the meeting.  If the day fixed for the annual meeting is a legal holiday in Colorado, the meeting shall be held on the next succeeding business day.  If the election

of directors shall not be held on the day designated herein for any annual meeting of the shareholders, or at any adjournment thereof, the Board shall cause the election to be held at a meeting of the shareholders to be held as soon thereafter as conveniently may be.  Failure to hold an annual meeting as required by these bylaws shall not invalidate any action taken by the Board or officers of the Corporation.

Section 6.  Special Meetings.  Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the president or the Board, and shall be called by the president or the Board at the written, dated and executed demand of the holders of not less than one-tenth of all the votes of the Corporation entitled to be cast on any proposed issue to be considered.  A written demand shall contain the purpose or purposes for which the meeting shall be held.  Notice of the special meeting must be given within 30 days after the date of the call or demand in accordance with Section 7.

Section 7.  Notice of Meetings.  Except as otherwise required by law, written notice of each meeting of the shareholders stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called shall be given, either personally (including delivery by private courier) or by first class, certified or registered mail, to each shareholder of record entitled to notice of such meeting, not less than 10 nor more than 60 days before the date of the meeting, except that if the authorized shares of the Corporation are to be increased, at least 30 days notice shall be given, and, if the sale, lease, exchange or other disposition of all or substantially all of the property and assets of the Corporation not in the usual and regular course of business is to be voted on, at least 20 days notice shall be given.  Such notice shall be deemed to be given in person when delivered to the shareholder by telephone, telegraph, teletype, electronically transmitted facsimile or other form of wire or wireless communication or by mail or private carrier.  If mailed, such notice shall be deemed to be given as to each shareholder when deposited in the United States mail, addressed to the shareholder at the shareholder’s address shown in the Corporation’s current record of shareholders, with postage thereon prepaid, but, if three successive notices mailed to the last-known address of any shareholder of record are returned as undeliverable, no further notices to such shareholder shall be necessary until another address for such shareholder is made known to the Corporation.  Written notice to the Corporation may be addressed to its registered agent at its registered address or to the Corporation or its secretary at its principal office.  Notice is effective on the earliest of the date received, five days after mailing or the date shown on the return receipt, if applicable.  If a meeting is adjourned to another time or place, notice need not be given if the time and place thereof are announced at the meeting, unless the adjournment is for more than 30 days or if after the adjournment a new record date is fixed, in either of which case notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting in accordance with the foregoing provisions of this Section 7.

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Whenever notice is required by law, the articles of incorporation or these bylaws to be given to any shareholder, a waiver thereof in writing signed by the shareholder entitled to such notice, whether before, at or after the time stated therein, and delivered to the Corporation for inclusion in the minutes or filing with the corporate records, shall be equivalent to the giving of such notice.  By attending a meeting, a shareholder (a) waives objection to lack of notice or defective notice of such meeting unless the shareholder, at the beginning of the meeting, objects to the holding of the meeting or the transacting of business at the meeting because of lack of notice or defective notice, and (b) waives objection to consideration at such meeting of a particular matter not within the purpose or purposes described in the notice of such meeting unless the shareholder objects to considering the matter when it is presented.

Section 8.  Quorum.  At all meetings of shareholders, a majority of the outstanding shares of the Corporation entitled to vote on a matter, represented in person or by proxy, shall constitute a quorum with respect to each matter.  If a quorum is present, action on a matter, other than the election of directors, by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast within the voting group opposing the action, unless the vote of a greater proportion or number is otherwise required by applicable law or stock exchange rule, the articles of incorporation or these bylaws.  Notwithstanding the foregoing, an amendment to the articles of incorporation that adds, changes or deletes a greater quorum or voting requirement shall meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in effect or proposed to be adopted, whichever is greater.

Section 9.  Adjournment and Notice of Adjourned Meetings.  In the absence of a quorum on any matter, a majority of the shares so represented may adjourn the meeting with respect to such matter from time to time for a period not to exceed 60 days at any one adjournment.  At any such adjourned meeting, at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the original meeting.

Section 10.  Voting of Shares.

(a)Rights.  Subject to the provisions of Section 37, each outstanding share of record, regardless of class, is entitled to one vote, and each outstanding fractional share of record is entitled to a corresponding fractional vote, on each matter submitted to a vote of the shareholders either at a meeting thereof or pursuant to Section 13, except to the extent that the voting rights of the shares of any class or classes are limited, increased or denied by the articles of incorporation as permitted by the Act.  In the election of directors, each record holder of stock entitled to vote at such election shall have the right to vote the number of shares owned by him or her for as many persons as there are directors to be elected, and for whose election he or she has the right to vote.

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(b)Proxies.  At any meeting of the shareholders, a shareholder may vote by proxy.  Without limiting the manner in which a shareholder may appoint a proxy to vote or otherwise act for the shareholder, the following shall constitute valid means of such appointment:  (a) a shareholder may appoint a proxy by signing an appointment form, either personally or by the shareholder’s attorney-in-fact; or (b) a shareholder may appoint a proxy by transmitting or authorizing the transmission of a telegram, teletype or other electronic transmission providing a written statement of the appointment to the proxy, to a proxy solicitor, proxy support service organization or other person duly authorized by the proxy to receive appointments as agent for the proxy, or to the Corporation; except that the transmitted appointment shall set forth or be transmitted with written evidence from which it can be determined that the shareholder transmitted or authorized the transmission of the appointment.  Such appointment of a proxy shall be filed with the Corporation before or at the time of the meeting.  No appointment of a proxy shall be valid after 11 months from the date of its execution, unless otherwise provided in the appointment form.

Section 11.  Joint Owners of Stock and Certain Holders.

(a)Joint Owners.  Shares standing of record in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety or otherwise, or if two or more persons have the same fiduciary relationship respecting the same shares, voting with respect to the shares shall have the following effects:  (i) if only one person votes, his or her act binds all; (ii) if two or more persons vote, the act of the majority so voting binds all; (iii) if two or more persons vote, but the vote is evenly split on any particular matter, each faction may vote the shares in question proportionally, or any person voting the shares of a beneficiary, if any, may apply to any court of competent jurisdiction in Colorado to appoint an additional person to act with the persons so voting the shares, in which case the shares shall be voted as determined by a majority of such persons; and (iv) if a tenancy is held in unequal interests, a majority or even split for the purposes of subparagraph (iii) shall be a majority or even split in interest.  The foregoing effects of voting shall not be applicable if the secretary of the Corporation is given written notice of alternative voting provisions and is furnished with a copy of the instrument or order wherein the alternative voting provisions are stated.

(b)Shares Held by Another Corporation.  Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the bylaws of such corporation may prescribe or, in the absence of such provision, as the Board of such corporation may determine.

(c)Shares Held in Trust or by a Personal Representative.  Shares held by an administrator, executor, guardian, conservator or other personal representative may be voted by him or her, either in person or by proxy, without a transfer of such shares into his or her name.  Shares standing in the name of a trustee may be voted by him or her,

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either in person or by proxy, but no trustee shall be entitled to vote shares held by him or her without a transfer of such shares into his or her name.

(d)Shares Held by a Receiver.  Shares standing in the name of a receiver may be voted by such receiver and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his or her name if authority so to do is contained in an appropriate order of the court by which such receiver was appointed.

(e)Pledged Shares.  A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

(f)Redeemable Shares Called for Redemption.  Redeemable shares that have been called for redemption shall not be entitled to vote on any matter and shall not be deemed outstanding shares on and after the date on which written notice of redemption has been mailed to shareholders and a sum sufficient to redeem such shares has been deposited with a bank, trust company or other financial institution with irrevocable instruction and authority to pay the redemption price to the holders of the shares upon surrender of certificates therefor.

(g)Shares Held in a Fiduciary Capacity.  The Corporation may vote any shares, including its own shares, held by it in a fiduciary capacity.

Section 12.  Shareholders’ List.  After fixing the record date, the officer or agent having charge of the stock transfer books for shares of the Corporation shall make a complete record of the shareholders entitled to be given notice of the meeting or any adjournment thereof.  The list shall be arranged by voting groups and within each voting group by class or series of shares, shall be alphabetical within each class or series, and shall show the address of, and the number of shares of each class and series that are held by, each shareholder.  For a period of 10 days before such meeting or two business days after notice of the meeting is given, whichever is earlier, this record shall be kept on file at the principal office of the Corporation, whether within or outside Colorado, and shall be subject to inspection by any shareholder or his or her agent or attorney, upon prior written request, for any purpose germane to the meeting at any time during usual business hours.  Such record shall also be produced and kept open at the time and place of the meeting and any adjournment thereof and shall be subject to the inspection of any shareholder or his or her agent or attorney for any purpose germane to the meeting during the whole time of the meeting.  The original stock transfer books shall be prima facie evidence as to who are the shareholders entitled to examine such record or transfer books or to vote at any meeting of the shareholders.

Section 13.  Action Without a Meeting.  Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting, without prior

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notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.  Such consent (which may be signed in counterparts) shall have the same force and effect as a unanimous vote of the shareholders and may be stated as such in any document.  Unless the consent specifies a different effective date, action taken without a meeting pursuant to a consent in writing as provided herein shall be effective when the Corporation receives writings describing and consenting to the actions signed by all shareholders entitled to vote on the subject matter.  The record date for determining shareholders entitled to take action without a meeting or entitled to be given notice is the date a writing upon which the action is taken is first received by the Corporation.  All consents signed pursuant to this Section 13 shall be either delivered to the Corporation or received by the Corporation by electronically transmitted facsimile or other form of wire or wireless communication providing the Corporation with a complete copy thereof, including a copy of the signatures for inclusion in the minutes or for filing with the corporate records.  Any shareholder who has signed a writing describing and consenting to action taken pursuant to this section may revoke such consent by a writing signed and dated by the shareholder describing the action and stating that the shareholder’s prior consent thereto is revoked, if such writing is received by the Corporation before the Corporation has actually received the last consent signed by all shareholders, regardless of the effective date reflected in the consents or at any time before a specified effective date if the date specified in the consent is subsequent to the date the signed consents are received.  Unless otherwise provided by the articles of incorporation, one or more shareholders may participate in a meeting of the shareholders by, or the meeting may be conducted through the use of, any means of communication equipment by which all persons participating in the meeting can hear each other at the same time.  Such participation shall constitute presence in person at the meeting.

Section 14.  Other Shareholder Rights.

(a)Extraordinary Matters; Voting Rights.  Notwithstanding the provisions of Section 8, the following actions shall be approved by each voting group entitled to vote separately on the subject matter by a majority of all of the votes entitled to be cast by such voting group:  (a) adopting an amendment or amendments to the articles of incorporation which would create dissenters’ rights; (b) authorizing the sale, lease, exchange or other disposition of all or substantially all of the property and assets of the Corporation, with or without its goodwill, not in the usual and regular course of business; (c) approving a plan of merger, consolidation or exchange that is required to be approved by the shareholders; (d) adopting a resolution submitted by the Board to dissolve the Corporation; and (e) adopting a resolution submitted by the Board to revoke voluntary dissolution proceedings.

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(b)Conflicting Interest Transaction; Notice Rights.

(1)A conflicting interest transaction is any loan or other assistance by the Corporation to a director or to an entity in which a director of the Corporation is a director or officer or has a financial interest; a guaranty by the Corporation of an obligation of a director or of an obligation of an entity in which a director of the Corporation is a director or officer or has a financial interest; or a contract or transaction between the Corporation and a director or between the Corporation and an entity in which a director of the Corporation is a director or officer or has a financial interest.  Conflicting interest transaction shall not include any transaction between the Corporation and another entity (i) that owns, directly or indirectly, all of the outstanding shares of the Corporation or (ii) all of the outstanding shares or other equity interests of which are owned, directly or indirectly, by the Corporation or by another entity that owns, directly or indirectly, all of the outstanding shares of the Corporation.

(2)No conflicting interest transaction shall be void or voidable or be enjoined, set aside or give rise to an award of damages or other sanctions in a proceeding by a shareholder or by or in the right of the Corporation, solely because the conflicting interest transaction involves a director of the Corporation or an entity in which a director of the Corporation is a director or officer or has a financial interest or solely because the director is present at or participates in the meeting of the Board or of the committee of the Board which authorizes, approves or ratifies the conflicting interest transaction or solely because the director’s vote is counted for such purpose, if:  (i) the material facts as to the director’s relationship or interest and as to the conflicting interest transaction are disclosed or are known to the Board or the committee, and the Board or committee in good faith authorizes, approves or ratifies the conflicting interest transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors are less than a quorum; or (ii) the material facts as to the director’s relationship or interest and as to the conflicting interest transaction are disclosed or are known to the shareholders entitled to vote thereon, and the conflicting interest transaction is specifically authorized, approved or ratified in good faith by a vote of the shareholders; or (iii) the conflicting interest transaction is fair as to the Corporation.

(3)A Board or a committee thereof shall not authorize a loan, by the Corporation to a director of the Corporation or to an entity in which a director of the Corporation is a director or officer or has a financial interest, or a guaranty, by the Corporation of an obligation of a director of the Corporation or of an obligation of an entity in which a director of the Corporation is a director or officer or has a financial interest until at least 10 days after written notice of the proposed authorization of the loan or guaranty has been given to the shareholders who would be entitled to vote thereon if the issue of the loan or guaranty were submitted to a vote of the shareholders.

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ARTICLE IV
BOARD OF DIRECTORS

Section 15.  Number, Tenure and Qualifications.  The number of directors of the Corporation shall be as fixed from time to time by resolution of the Board or shareholders and, in the absence of such resolution, shall be one.  Directors must be natural persons at least 21 years old but need not be residents of Colorado or shareholders of the Corporation.

Section 16.  General Powers.  All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board, except as otherwise provided in the Act, the articles of incorporation or these bylaws.

Section 17.  Term of Directors.  Except as provided in Section 18, directors shall be elected at each annual meeting of the shareholders.  Each director shall hold office until the next annual meeting of the shareholders and thereafter until his or her successor shall have been elected and qualified, or until his or her earlier death, resignation or removal.

Section 18.  Vacancies.  Unless otherwise required in the articles of incorporation, any vacancy occurring in the Board, including vacancies due to an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum, or by the affirmative vote of two directors if there are only two directors remaining, or by a sole remaining director, or by the shareholders if there are no directors remaining.  The term of a director elected by the directors in office to fill a vacancy expires at the next annual shareholders’ meeting at which directors are elected.  The term of a director elected by the shareholders to fill a vacancy shall be the unexpired term of his or her predecessor in office; except that, if the director’s predecessor had been elected by the directors in office to fill a vacancy, the term of a director elected by the shareholders shall be the unexpired term of the last predecessor elected by the shareholders.  If the vacant office was held by a director elected by a voting group of shareholders:  (a) if one or more of the remaining directors were elected by the same voting group, only such directors are entitled to vote to fill the vacancy if it is filled by directors, and they may do so by the affirmative vote of a majority of such directors remaining in office; and (b) only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.

Section 19.  Resignation.  Any director may resign at any time by giving written notice to the Corporation.  A director’s resignation is effective when it is received by the Corporation unless the notice specifies a later effective date, and the acceptance of such resignation shall not be necessary to make it effective.

Section 20.  Removal.  At a meeting called expressly for that purpose, the entire Board or any lesser number may be removed, with or without cause, only if the number of votes cast in favor of removal exceeds the number of votes cast against removal by those shares then entitled to vote at an election of directors; except that if the holders of

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shares of any class of stock are entitled to elect one or more directors by the provisions of the articles of incorporation, the provisions of this Section 20 shall apply, with respect to the removal of a director or directors so elected by such class, to the vote of the holders of the outstanding shares of that class and not to the vote of the outstanding shares as a whole.  Any reduction in the authorized number of directors shall not have the effect of shortening the term of any incumbent director unless such director is also removed from office in accordance with this Section 20.

Section 21.  Meetings.

(a)Regular Meetings.  A regular meeting of the Board shall be held immediately after and at the same place as the annual meeting of the shareholders, or as soon thereafter as conveniently may be, at the time and place, either within or outside Colorado, determined by the board, for the purpose of electing officers and for the transaction of such other business as may come before the meeting.  Failure to hold such meeting, however, shall not invalidate any action taken by any officer then or thereafter in office.  The Board may provide, by resolution, the time and place, either within or outside Colorado, for the holding of additional regular meetings without other notice than such resolution.

(b)Special Meetings.  Special meetings of the Board may be called by or at the request of the president or any two directors, or if the Corporation only has one director, then by the request of the president or the director.  The person or persons authorized to call special meetings of the Board may fix any convenient place, either within or outside Colorado, as the place for holding any special meeting of the board called by them.

(c)Meetings by Telephone.  Unless otherwise provided by the articles of incorporation, one or more members of the Board may participate in a meeting of the board by, or the meeting may be conducted through the use of, any communications equipment by which all persons participating in the meeting can hear each other at the same time.  Such participation shall constitute presence in person at the meeting.

(d)Notice of Meetings.  Notice of each meeting of the Board (except those regular meetings for which notice is not required) stating the place, day and hour of the meeting shall be given to each director at least two days prior thereto by the mailing of written notice by first class, certified or registered mail, or at least two days prior thereto by personal delivery (including delivery by private courier to the director or delivered to the last address of the director furnished by him or her to the Corporation for such purpose) of written notice or by telephone, telegraph, teletype, electronically transmitted facsimile or other form of wire or wireless communication, except that, in the case of a meeting to be held pursuant to Section 21(c), notice may be given by telephone one day prior thereto.  The method of notice need not be the same to each director.  Notice shall be deemed to be given at the earliest of (a) the date received, but, if the

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director is no longer at the address of record, then the date delivery was attempted; (b) five days after mailing; or (c) the date shown on the return receipt, if mailed by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee.  Neither the business to be transacted at nor the purpose of any meeting of the Board need be specified in the notice of such meeting unless otherwise required by statute.

(e)Waiver of Notice.  Whenever notice is required by law, the articles of incorporation or these bylaws to be given to the directors, a waiver thereof in writing signed by the director entitled to such notice, whether before, at or after the time stated therein, shall be equivalent to the giving of such notice.  Such waiver shall be delivered to the Corporation for filing with the corporate records, but such delivery and filing shall not be conditions of the effectiveness of the waiver.  A director’s attendance at, or participation in a meeting, waives any required notice to him or her of the meeting unless: (a) at the beginning of the meeting, or promptly upon his or her later arrival, the director objects to holding the meeting or transacting business at the meeting because of lack of notice or defective notice and does not thereafter vote for or assent to action taken at the meeting; or (b) if special notice was required of a particular purpose, the director objects to transacting business with respect to the purpose for which such special notice was required and does not thereafter vote for or assent to action taken at the meeting with respect to such purpose.  Neither the business to be transacted at nor the purpose of any meeting of the Board need be specified in the waiver of notice of such meeting unless otherwise required by statute.

(f)Presumption of Assent.  A director of the Corporation who is present at a meeting of the Board at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless the director:  (a) objects at the beginning of the meeting, or promptly upon his or her arrival, to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to any action taken at the meeting; (b) contemporaneously requests that his or her dissent or abstention as to any specific action taken be entered in the minutes of such meeting; or (c) causes written notice of his or her dissent or abstention as to any specific action to be received by the presiding officer of such meeting before its adjournment or by the Corporation immediately after adjournment of such meeting.  The right of dissent or abstention as to a specific action taken at a meeting of the board is not available to a director who votes in favor of such action.

Section 22.  Quorum and Voting Rights.  Except as otherwise may be required by law, the articles of incorporation or these bylaws, a majority of the number of directors fixed in accordance with these bylaws, present in person, shall constitute a quorum for the transaction of business at any meeting of the Board, and the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board.  If less than such majority is present at a meeting, a majority of the directors

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present may adjourn the meeting from time to rime without further notice other than an announcement at the meeting, until a quorum shall be present.  No director may vote or act by proxy or power of attorney at any meeting of directors.

Section 23.  Action Without a Meeting.  Any action required or permitted to be taken at a meeting of the directors may be taken without a meeting and without prior notice if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.  Such consent (which may be signed in counterparts) shall have the same force and effect as a unanimous vote of the directors and may be stated as such in any document.  Unless the consent specifies a different effective date, action taken without a meeting pursuant to a consent in writing as provided herein is effective when all directors have signed the consent; however, the consent shall not be effective if, before all of the directors have signed the consent, any director has revoked his or her consent by a writing signed by the director and received by the secretary or any other person authorized by the bylaws or the Board to receive such a revocation.  All consents signed pursuant to this Section 23 shall be delivered to the secretary of the Corporation for inclusion in the minutes or for filing with the corporate records.

Section 24.  Fees and Compensation.  By resolution of the Board, notwithstanding the provisions of Section 14(b) a director may be paid his or her expenses, if any, of attendance at each meeting of the Board and each meeting of any committee of the board of which he or she is a member and may be paid a fixed sum for attendance at each such meeting or a stated salary, or both a fixed sum and a stated salary.  Subject to Section 14(b), no such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 25.  Executive and Other Committees.  The Board, by resolution adopted by a majority of the directors in office when the action is taken, may designate from among its members an executive committee and one or more other committees, each of which, to the extent provided in the resolution establishing such committee, shall have and may exercise all of the authority of the Board in the management of the business and affairs of the Corporation, except that no such committee shall have the power or authority to (a) authorize distributions, (b) approve or propose to the shareholders actions or proposals required by law to be approved by the shareholders, (c) fill vacancies on the Board or any committee thereof, including any committee authorized by this Section 25, (d) adopt, amend or repeal the bylaws, (e) approve a plan of merger not requiring shareholder approval, (f) amend articles of incorporation to the extent permitted by law to be amended by the full Board, (g) authorize or approve reacquisition of shares of the Corporation, except according to a formula or method prescribed by the Board, or (h) authorize or approve the issuance or sale of shares, or any contract for the sale of shares, or determine the designation and relative rights, preferences and limitations of a class or series of shares; except that the Board may authorize a committee or an officer to do so within limits specifically prescribed by the Board.  The delegation

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of authority to any committee shall not operate to relieve the Board or any member of the board from any responsibility imposed by law.  Subject to the foregoing, the Board may provide such powers, limitations and procedures for such committees as the board deems advisable; except that each committee shall be governed by the procedures set forth in Section 21 (except as they relate to an annual meeting) through 23 as if the committee were the Board.  Each committee shall keep regular minutes of its meetings, which shall be reported to the Board when required and submitted to the Corporation for inclusion in the corporate records.

Section 26.  Organization.  At every meeting of the directors, the Chairman of the Board, or, if a Chairman has not been appointed or is absent, the President, or if the President is absent, the most senior Vice President (if a director) or, in the absence of any such person, a chairman of the meeting chosen by a majority of the directors present, shall preside over the meeting.  The Secretary, or in his absence, any Assistant Secretary directed to do so by the President, shall act as secretary of the meeting.

ARTICLE V
OFFICERS

Section 27.  Officers Designated, Number, Qualifications and Compensation.

(a)           The officers of the Corporation shall consist of a president, a secretary, a treasurer and such other officers, including a chairman of the board, one or more vice presidents and a controller, as may from time to time be appointed by the board.  In addition, the Board or the president may appoint such assistant and other subordinate officers, including assistant vice presidents, assistant secretaries and assistant treasurers, as it or he or she shall deem necessary or appropriate.  Any number of offices may be held by the same person.  An officer shall be a natural person who is at least 21 years old.

(b)           Officers shall receive such compensation for their services as may be authorized or ratified by the Board and no officer shall be prevented from receiving compensation by reason of the fact that he or she is also a director of the Corporation.  Appointment as an officer shall not of itself create a contract or other right to compensation for services performed as such officer.

(c)           The Board may require any officer or agent of the Corporation to execute to the Corporation a bond in such sums and with such sureties as shall be satisfactory to the board, conditioned upon the faithful performance of his or her duties and for the restoration to the Corporation of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the Corporation.

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Section 28.  Appointment, Term of Office, and Duties.  Except as provided in Section 27 and this Section 28, the officers of the Corporation shall be appointed by the Board annually at the first meeting of the board held after each annual meeting of the shareholders as provided in Section 21.  If the appointment of officers shall not be held as provided herein, such appointment shall be held as soon thereafter as conveniently may be.  A vacancy in any office, however occurring, may be filled by the Board or, if such office may be filled by the president as provided in Section 27, by the president, for the unexpired portion of the term.  Each officer shall hold office until his or her successor shall have been duly appointed and shall have qualified, or until the expiration of his or her term in office if appointed for a specified period of time, or until his or her earlier death, resignation or removal.  In all cases where the duties of any officer are not prescribed by the bylaws or by the Board, such officer shall follow the orders and instructions of the president, except that in any event each officer shall exercise such powers and perform such duties as may be required by law:

(a)           Duties of President.  The president shall, subject to the direction and supervision of the Board, (i) have general and active control of its affairs and business and general supervision of its officers, agents and employees; (ii) unless there is a chairman of the board or chief executive officer, preside at all meetings of the shareholders and the Board; (iii) see that all orders and resolutions of the Board are carried into effect; and (iv) perform all other duties incident to the office of president and as from time to time may be assigned to him or her by the Board.

(b)           Duties of Vice presidents.  The vice president, if any (or, if there is more than one, then each vice president), shall assist the president and shall perform such duties as may be assigned to him or her by the president or by the Board.  The vice president, if there is one (or, if there is more than one, then the vice president designated by the Board, or, if there be no such designation, then the vice presidents in order of their election), shall, at the request of the president or, in his or her absence or inability or refusal to act, perform the duties of the president and when so acting shall have all the powers of and be subject to all the restrictions upon the president.  Assistant vice presidents, if any, shall have such powers and perform such duties as may be assigned to them by the president or by the Board.

(c)           Duties of Secretary.  The secretary shall:  (i) prepare and maintain the minutes of the proceedings of the shareholders, the Board and any committees of the board; (ii) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; (iii) be custodian of the corporate records and of the seal of the Corporation; (iv) keep at the Corporation’s registered office or principal place of business within or outside Colorado a record containing the names and addresses of all shareholders and the number and class of shares held by each, unless such a record shall be kept at the office of the Corporation’s transfer agent or registrar; (v) have general charge of the stock books of the Corporation, unless the Corporation has a transfer agent;

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(vi) authenticate records of the Corporation; and (vii) in general, perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him or her by the president or by the Board.  Assistant secretaries, if any, shall have the same duties and powers, subject to supervision by the secretary.

(d)           Duties of Treasurer.  The treasurer shall:  (i) be the principal financial officer of the Corporation and have the care and custody of all its funds, securities, evidences of indebtedness and other personal property and deposit the same in accordance with the instructions of the Board; (ii) receive and give receipts and acquittances for moneys paid in on account of the Corporation, and pay out of the funds on hand all bills, payrolls and other just debts of the Corporation of whatever nature upon maturity; (iii) unless there is a controller, be the principal accounting officer of the Corporation and as such prescribe and maintain the methods and systems of accounting to be followed, keep complete books and records of account, prepare and file all local, state and federal tax returns, prescribe and maintain an adequate system of internal audit and prepare and furnish to the president and the Board statements of account showing the financial position of the Corporation and the results of its operations; (iv) upon request of the board, make such reports to it as may be required at any time; and (v) perform all other duties incident to the office of treasurer and such other duties as from time to time may be assigned to him or her by the Board or the president.  Assistant treasurers, if any, shall have the same powers and duties, subject to the supervision by the treasurer.

Section 29.  Authority.  The officers of the Corporation shall have the authority and shall exercise the powers and perform their duties specified in Section 28 and as may be additionally specified by the president, the Board or these bylaws.

Section 30.  Resignation.  Any officer may resign at any time, subject to any rights or obligations under any existing contracts between the officer and the Corporation, by giving written notice of resignation to the Corporation.  A resignation of an officer is effective when the notice is received by the Corporation unless the notice specifies a later effective date.  If a resignation is made effective at a later date, the Board may permit the officer to remain in office until the effective date and may fill the pending vacancy before the effective date if the Board provides that the successor does not take office until the effective date, or the Board may remove the officer at any time before the effective date and may fill the resulting vacancy.  An officer’s resignation shall take effect at the time specified in such notice and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.  An officer’s resignation does not affect the Corporation’s contract rights, if any, with the officer.

Section 31.  Removal.  Any officer may be removed with or without cause at any time by the Board or, in the case of assistant and other subordinate officers, by the Board or the president (whether or not such officer was appointed by the president) whenever in its or his or her judgment, as the case may be, the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any,

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of the person so removed.  The appointment of an officer shall not in itself create contract rights.

ARTICLE VI
EXECUTION OF CORPORATE INSTRUMENTS AND VOTING OF
SECURITIES OWNED BY THE CORPORATION

Section 32.  Execution of Corporate Instruments.  The Board may, in its discretion, determine the method and designate the signatory officer of officers, or other person or persons, to execute on behalf of the Corporation any corporate instrument or document, or to sign on behalf of the Corporation the corporate name without limitation, or to enter into contracts on behalf of the Corporation, except where otherwise provided by law or these bylaws, and such execution or signature shall be binding upon the Corporation.  Unless limited by the Board in a specific instance, the president or any vice president shall have the power and authority to so bind the Corporation.

All checks and drafts drawn on banks or other depositaries on funds to the credit of the Corporation or in special accounts of the Corporation shall be signed by such person or persons as the Board shall authorize to do so.

Unless authorized or ratified by the Board or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the Corporation by an contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

Section 33.  Voting of Securities by the Corporation.  Unless otherwise provided by resolution of the Board, on behalf of the Corporation the president or any vice president shall attend in person or by substitute appointed by him or her, or shall execute written instruments appointing a proxy or proxies to represent the Corporation at, all meetings of the shareholders of any other corporation, association or other entity in which the Corporation holds any stock or other securities, and may execute written waivers of notice with respect to any such meetings.  At all such meetings and otherwise, the president or any vice president, in person or by substitute or proxy as aforesaid, may vote the stock or other securities so held by the Corporation and may execute written consents and any other instruments with respect to such stock or securities and may exercise any and all rights and powers incident to the ownership of said stock or securities, subject, however, to the instructions, if any, of the Board.

ARTICLE VII
STOCK

Section 34.  Issuance, Form and Execution of Shares.  The issuance or sale by the Corporation of any shares of its authorized capital stock of any class shall be made only upon authorization by the Board, except as otherwise may be provided by law.  No

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shares shall be issued until full consideration has been received therefor.  Every issuance of shares shall be recorded on the books maintained for such purpose by or on behalf of the Corporation.

The shares of stock of the Corporation shall be represented by certificates, except that the Board may authorize the issuance of any class or series of stock of the Corporation without certificates as provided by law.  If shares are represented by certificates, such certificates shall be signed either manually or in facsimile in the name of the Corporation by one or more officers designated in the bylaws or by the Board and sealed with the seal of the Corporation or with a facsimile thereof, if any.  If the issuing Corporation is authorized to issue different classes of shares or different series within a class, the share certificate shall contain a summary, on the front or the back, of the designations, preferences, limitations and relative rights applicable to each class, the variations in preferences, limitations and rights determined for each series, and the authority of the Board to determine variations for future classes or series.  Alternatively, each certificate may state conspicuously on its front or back that the Corporation will furnish to the shareholder this information on request in writing and without charge.  If the person who signed, either manually or in facsimile, a share certificate no longer holds office when the certificate is issued, the certificate is nevertheless valid.  Certificates of stock shall be in such form consistent with law as shall be prescribed by the Board.

Section 35.  Lost Certificates.  In case of the alleged loss, destruction or mutilation of a certificate of stock, the Board may direct the issuance of a new certificate in lieu thereof upon such terms and conditions in conformity with law as it may prescribe.  The Board may in its discretion require a bond in such form and amount and with such surety as it may determine before issuing a new certificate.

Section 36.  Transfer of Shares.  Upon presentation and surrender to the Corporation or to the Corporation’s transfer agent of a certificate of stock duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, payment of all transfer taxes, if any, and the satisfaction of any other requirements of law, including inquiry into and discharge of any adverse claims of which the Corporation has notice, the Corporation or the transfer agent shall issue a new certificate to the person entitled thereto, cancel the old certificate and record the transfer on the books maintained for such purpose by or on behalf of the Corporation.  No transfer of shares shall be effective until it has been entered on such books.  The Corporation or the Corporation’s transfer agent may require a signature guaranty or other reasonable evidence that any signature is genuine and effective before making any transfer.  Transfers of uncertificated shares shall be made in accordance with applicable provisions of law.

Section 37.  Fixing of Record Date.  For the purpose of determining shareholders entitled to notice of or to vote at any meeting of the shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board

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may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than 60 days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken.  A record date fixed for the purpose of determining shareholders entitled to notice of a meeting of the shareholders shall be fixed not less than 10 days immediately preceding such meeting (30 days if the authorized stock is to be increased, 20 days if the sale, lease, exchange or other disposition of all or substantially all of the property and assets of the Corporation not in the usual and regular course of business is to be considered).  If no record date is so fixed, the date on which notice of the meeting is mailed or the date on which the resolution of the Board declaring the dividend is adopted, as the case may be, shall be the record date for such determination of shareholders.  When a determination of shareholders entitled to vote at any meeting of the shareholders has been made as provided in this Section, such determination shall apply to any adjournment thereof.  Notwithstanding the foregoing provisions of this Section, the record date for determining shareholders entitled to take action without a meeting as provided in Section 13 shall be the date specified in such Section.

Section 38.  Holders of Record.  The Corporation shall be entitled to treat the holder of record of any share of stock as the holder in fact thereof, and accordingly shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person whether or not it shall have express or other notice thereof, except as may be required by the laws of Colorado.

Section 39.  Shares Held for Account of Another.  The Board, in the manner provided by the Act, may adopt a procedure whereby a shareholder of the Corporation may certify in writing to the Corporation that all or a portion of the shares registered in the name of such shareholder are held for the account of a specified person or persons.  Upon receipt by the Corporation of a certification complying with such procedure, the persons specified in the certification shall be deemed, for the purpose or purposes set forth therein, to be the holders of record of the number of shares specified in place of the shareholder making the certification.

Section 40.  Transfer Agents, Registrars and Paying Agents.  The Board may at its discretion appoint one or more transfer agents, registrars or agents for making payment upon any class of stock, bond, debenture or other security of the Corporation.  Such agents and registrars may be located either within or outside Colorado.  They shall have such rights and duties and shall be entitled to such compensation as may be agreed.

Section 41.  Consideration for Shares.  Shares shall be issued for such consideration expressed in dollars as shall be fixed from time to time by the Board.  Such consideration shall consist of any tangible or intangible property or benefit to the Corporation, including cash, promissory notes, services performed and other securities of the Corporation; however, the promissory note of a subscriber or an affiliate of the subscriber for shares shall not constitute consideration for the shares unless the note is

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negotiable and is secured by collateral, other than the shares, having a fair market value at least equal to the principal amount of the note.  For the purposes of this Section, “promissory note” means a negotiable instrument on which there is an obligation to pay independent of collateral and does not include a nonrecourse note.

ARTICLE VIII
FISCAL YEAR

Section 42.  Fiscal Year.  The fiscal year of the Corporation shall be as established by the Board.

ARTICLE IX
INDEMNIFICATION

Section 43.  Indemnification.

(a)           Definitions.  For purposes of this Article, the following terms shall have the meanings set forth below:

(1)           “Corporation” includes any domestic or foreign entity that is a predecessor of the Corporation by reason of a merger or other transaction in which the predecessor’s existence ceased upon consummation of the transaction.

(2)           “Director” means an individual who is or was a director of the Corporation or an individual who, while a director of the Corporation, is or was serving at the Corporation’s request as a director, officer, partner, trustee, employee, fiduciary, agent, associate, manager, member, promoter or to hold any similar position with, another domestic or foreign corporation or other person or of an employee benefit plan.  A director is considered to be serving an employee benefit plan at the Corporation’s request if his or her duties to the Corporation also impose duties on, or otherwise involve services by, the director to the plan or to participants in or beneficiaries of the plan.  “Director” includes, unless the context requires otherwise, the estate or personal representative of a director.

(3)           “Expenses” includes counsel fees.

(4)           “Liability” means the obligation incurred with respect to a proceeding to pay a judgment, settlement, penalty, fine, including an excise tax assessed with respect to an employee benefit plan, or reasonable Expenses.

(5)           “Official Capacity” means, when used with respect to a Director, the office of Director in the Corporation and, when used with respect to a person other than a Director as contemplated in section 7-109-107 of the Act (an officer, employee, fiduciary or agent), the office in the Corporation held by the officer or the

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employment, fiduciary or agency relationship undertaken by the employee, fiduciary or agent on behalf of the Corporation.  “Official Capacity” does not include service for any other domestic or foreign corporation or other person or employee benefit plan.

(6)           “Party” includes a person who was, is or is threatened to be made a named defendant or respondent in a proceeding.

(7)           “Proceeding” means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal.

(b)           Right to Indemnification.  Subject to Section 44(d), the Corporation shall indemnify any person made a Party to a Proceeding because the person is or was a Director against Liability incurred in, relating to, or as a result of, the Proceeding to the fullest extent permitted by law, including without limitation in circumstances in which, in the absence of this Section 44, indemnification would be discretionary under the Act if:  (a) the person conducted himself or herself in good faith; (b) the person reasonably believed:  (I) in the case of conduct in an Official Capacity with the Corporation, that his or her conduct was in the Corporation’s best interests; and (II) in all other cases, that his or her conduct was at least not opposed to the Corporation’s best interests; and (c) in the case of any criminal Proceeding, the person had no reasonable cause to believe his or her conduct was unlawful.  A Director’s conduct with respect to an employee benefit plan for a purpose the Director reasonably believed to be in the interests of the participants in or beneficiaries of the plan is conduct that satisfies the requirement of (b)(II) above.  A Director’s conduct with respect to an employee benefit plan for a purpose that the Director did not reasonably believe to be in the interests of the participants in or beneficiaries of the plan shall be deemed not to satisfy the requirements of (b)(II) above.  The termination of a Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the Director did not meet the standard of conduct described in this section.  However, the Corporation may not indemnify a Director under this section:  (a) in connection with a Proceeding by or in the right of the Corporation in which the Director was adjudged liable to the Corporation; or (b) in connection with any other Proceeding charging that the Director derived an improper personal benefit, whether or not involving action in an Official Capacity, in which Proceeding the Director was adjudged liable on the basis that he or she derived an improper personal benefit. Indemnification permitted under this section in connection with a Proceeding by or in the right of the Corporation is limited to reasonable Expenses incurred in connection with the Proceeding.

In addition to the foregoing, the Corporation shall indemnify a person who was wholly successful, on the merits or otherwise, in the defense of any Proceeding to which the person was a Party because the person is or was a Director, against reasonable Expenses incurred by him or her in connection with the Proceeding.

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(c)           Advancement of Expenses.  The Corporation shall pay for or reimburse the reasonable Expenses incurred by a Director who is a Party to a Proceeding in advance of final disposition of the Proceeding if:  (a) the Director furnishes to the Corporation a written affirmation of the Director’s good faith belief that he or she has met the standard of conduct described in Section 44(b); (b) the Director furnishes to the Corporation a written undertaking, executed personally or on the Director’s behalf, to repay the advance if it is ultimately determined that he or she did not meet the standard of conduct; and (c) a determination is made that the facts then known to those making the determination would not preclude indemnification under this article.  The undertaking required by (b) of this sub-section shall be an unlimited general obligation of the Director but need not be secured and may be accepted without reference to financial ability to make repayment.

(d)           Burden of Proof.  The Corporation may not indemnify a Director under Section 44(b) unless authorized in the specific case after a determination has been made that indemnification of the Director is permissible in the circumstances because the Director has met the standard of conduct set forth in Section 44(b).  The Corporation shall not advance Expenses to a Director under Section 44(c) unless authorized in the specific case after the written affirmation and undertaking are received and the determination required by Section 44(c) has been made.  The determinations required by this section shall be made:  (a) by the Board by a majority vote of those present at a meeting at which a quorum is present, and only those Directors not parties to the Proceeding shall be counted in satisfying the quorum; or (b) if a quorum cannot be obtained, by a majority vote of a committee of the Board designated by the Board, which committee shall consist of two or more Directors not parties to the Proceeding; except that Directors who are parties to the Proceeding may participate in the designation of Directors for the committee.  If a quorum cannot be obtained as contemplated in (a) above, and a committee cannot be established under (b) above, or, even if a quorum is obtained or a committee is designated, if a majority of the Directors constituting such quorum or such committee so directs, the determination required to be made by this section shall be made: by independent legal counsel selected by a vote of the Board or the committee or, if a quorum of the full board cannot be obtained and a committee cannot be established, by independent legal counsel selected by a majority vote of the full Board; or by the shareholders.  Authorization or indemnification and advancement of Expenses shall be made in the same manner as the determination that indemnification or advancement of Expenses is permissible; except that, if the determination that indemnification or advancement of Expenses is permissible is made by independent legal counsel, authorization of indemnification and advancement of Expenses shall be made by the body that selected such counsel.

(e)           Notification and Defense of Claim.  Promptly after receipt by a Party of notice of the commencement of any Proceeding, the Party shall, if a claim in respect thereof is to be made against the Corporation under this Article, notify the

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Corporation in writing of the commencement thereof; provided, however, that delay in so notifying the Corporation shall not constitute a waiver or release by the Party of any rights under this Article.  With respect to any such Proceeding:  (a) the Corporation shall be entitled to participate therein at its own expense; (b) any counsel representing the Party to be indemnified in connection with the defense or settlement thereof shall be counsel mutually agreeable to the Party and to the Corporation; and (c) the Corporation shall have the right, at its option, to assume and control the defense or settlement thereof, with counsel satisfactory to the Party.  If the Corporation assumes the defense of the Proceeding, the Party shall have the right to employ its own counsel, but the fees and Expenses of such counsel incurred after notice from the Corporation of its assumption of the defense of such Proceeding shall be at the expense of the Party unless (i) the employment of such counsel has been specifically authorized by the Corporation, (ii) the Party shall have reasonably concluded that there may be a conflict of interest between the Corporation and the Party in the conduct of the defense of such Proceeding, or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such Proceeding.  Notwithstanding the foregoing, if an insurance carrier has supplied directors’ and officers’ liability insurance covering a Proceeding and is entitled to retain counsel for the defense of such Proceeding, then the insurance carrier shall retain counsel to conduct the defense of such Proceeding unless the Party and the Corporation concur in writing that the insurance carrier’s doing so is undesirable.  The Corporation shall not be liable under this Article for any amounts paid in settlement of any Proceeding effected without its written consent.  The Corporation shall not settle any Proceeding in any manner that would impose any penalty or limitation on a Party without the Party’s written consent.  Consent to a proposed settlement of any Proceeding shall not be unreasonably withheld by either the Corporation or the Party.

(f)            Notice to Shareholders of Indemnification of Director.  If the Corporation indemnifies or advances Expenses to a Director under this Article in connection with a Proceeding by or in the right of the Corporation, the Corporation shall give written notice of the indemnification or advance to the shareholders with or before the notice of the next shareholders’ meeting.  If the next shareholder action is taken without a meeting at the instigation of the Board, such notice shall be given to the shareholders at or before the time the first shareholder signs a writing consenting to such action.

(g)           Enforcement.  The right to indemnification and advancement of Expenses granted by this Article shall be enforceable in any court of competent jurisdiction if the Corporation denies the claim, in whole or in part, or if no disposition of such claim is made within 90 days after the written request for indemnification or advancement of Expenses is received.  If successful in whole or in part in such suit, the Party’s Expenses incurred in bringing and prosecuting such claim shall also be paid by the Corporation.  Whether or not the Party has met any applicable standard of conduct, been adjudged liable to the Corporation or derived improper personal benefit, the court in

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such suit may order indemnification or the advancement of Expenses as the court deems proper (subject to any express limitation of the Act).  Further, the Corporation shall indemnify a Party from and against any and all Expenses and, if requested by the Party, shall (within 10 business days of such request) advance such Expenses to the Party which are incurred by the Party in connection with any claim asserted against or suit brought by the Party for recovery under any directors’ and officers’ liability insurance policies maintained by the Corporation, regardless of whether the Party is unsuccessful in whole or in part in such claim or suit.

(h)           Proceedings by a Party.  The Corporation shall indemnify, advance or reimburse Expenses incurred by a Director in connection with an appearance as a witness in a Proceeding at a time when he or she has not been made a named defendant or respondent in the Proceeding.

(1)           Subrogation.  In the event of any payment under this Article, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of the indemnified Party, who shall execute all papers and do everything that may be necessary to further assure such rights of subrogation to the Corporation.

(j)            Other Payments.  The Corporation shall not be liable under this Article to make any payment in connection with any Proceeding against or involving a Party to the extent the Party has otherwise actually received payment (under any insurance policy, agreement or otherwise) of the amounts otherwise indemnifiable hereunder.  A Party shall repay to the Corporation the amount of any payment the Corporation makes to the Party under this Article in connection with any Proceeding against or involving the Party, to the extent the Party has otherwise actually received payment (under any insurance policy, agreement or otherwise) of such amount.

(k)           Insurance.  The Corporation may purchase and maintain insurance on behalf of a person who is or was a Director, officer, employee, fiduciary or agent of the Corporation, or who, while a Director, officer, employee, fiduciary or agent of the Corporation, is or was serving at the request of the Corporation as a Director, officer, partner, trustee, employee, fiduciary or agent of another domestic or foreign corporation or other person or of an employee benefit plan, against liability asserted against or incurred by the person in that capacity or arising from his or her status as a Director, officer, employee, fiduciary or agent, whether or not the Corporation would have power to indemnify the person against the same liability under Section 44(b).  Any such insurance may be procured from any insurance company designated by the Board, whether such insurance company is formed under the laws of Colorado or any other jurisdiction of the United States or elsewhere, including any insurance company in which the Corporation has an equity or any other interest through stock ownership or otherwise.

(l)            Indemnification of Officers, Employees, Fiduciaries and Agents.  An officer is entitled to mandatory indemnification and to apply for court-ordered

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indemnification under the Act, in each case to the same extent as a Director.  The Corporation shall indemnify and advance expenses to an officer, employee, fiduciary or agent of the Corporation to the same extent as to a Director.  In addition, the Corporation may also indemnify and advance expenses to an officer, employee, fiduciary or agent who is not a Director to a greater extent than provided to a Director, if not inconsistent with public policy, and if provided for by general or specific action of its Board or shareholders, or contract.

(m)          Other Rights and Remedies.  The rights to indemnification and advancement of Expenses provided in this Article shall be in addition to any other rights to which a Party may have or hereafter acquire under any law, provision of the articles of incorporation, any other or further provision of these bylaws, vote of the shareholders or Directors, agreement or otherwise.  The Corporation shall have the right, but shall not be obligated, to indemnify or advance Expenses to any agent of the Corporation not otherwise covered by this Article in accordance with and to the fullest extent permitted by the Act.

(n)           Applicability; Effect.  The rights to indemnification and advancement of Expenses provided in this Article shall be applicable to acts or omissions that occurred prior to the adoption of this Article, shall continue as to any Party during the period such Party serves in any one or more of the capacities covered by this Article, shall continue thereafter so long as the Party may be subject to any possible Proceeding by reason of the fact that he or she served in any one or more of the capacities covered by this Article, and shall inure to the benefit of the estate and personal representatives of each such person.  Any repeal or modification of this Article or of any section or provision hereof shall not affect any rights or obligations then existing.  All rights to indemnification under this Article shall be deemed to be provided by a contract between the Corporation and each Party covered hereby.

(o)           Severability.  If any provision of this Article shall be held to be invalid, illegal or unenforceable for any reason whatsoever (a) the validity, legality and enforceability of the remaining provisions of this Article (including without limitation, all portions of any sections of this Article containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby, and (b) to the fullest extent possible, the provisions of this Article (including, without limitation, all portions of any section of this Article containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall be construed so as to give effect to the intent of this Article that each Party covered hereby is entitled to the fullest protection permitted by law.

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ARTICLE X
NOTICES

Section 44.  Notices.

(a)           Notice to Shareholders.  Whenever under any provisions of these Bylaws, notice is required to be given to any shareholder, it shall be given in writing, timely and duly deposited in the United States mail, postage prepaid, and addressed to his last known post office address as shown by the stock record of the Corporation or its transfer agent.

(b)           Notice to Directors.  Any notice required to be given to any director may be given by the method stated in subsection (a), or as provided for in Section 21 of these Bylaws.  If such notice is not delivered personally, it shall be sent to such address as such director shall have filed in writing with the Secretary, or, in the absence of such filing, to the last known post office address of such director.

(c)           Affidavit of Mailing.  An affidavit of mailing, executed by a duly authorized and competent employee of the Corporation or its transfer agent appointed with respect to the class of stock affected or other agent, specifying the name and address or the names and addresses of the shareholder or shareholders, or director or directors, to whom any such notice or notices was or were given, and the time and method of giving the same, shall in the absence of fraud, be prima facie evidence of the facts therein contained.

(d)           Methods of Notice.  It shall not be necessary that the same method of giving notice be employed in respect of all recipients of notice, but one permissible method may be employed in respect of any one or more, and any other permissible method or methods may be employed in respect of any other or others.

(e)           Notice to Person with Whom Communication Is Unlawful.  Whenever notice is required to be given, under any provision of law or of the Articles of Incorporation or Bylaws of the Corporation, to any person with whom communication is unlawful, the giving of such notice to such person shall not be required and there shall be no duty to apply to any governmental authority or agency for a license or permit to give such notice to such person.  Any action or meeting which shall be taken or held without notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given.  In the event that the action taken by the Corporation is such as to require the filing of articles under any provision of the Act, the articles shall state, if such is the fact and if notice is required, that notice was given to all persons entitled to receive notice except such persons with whom communication is unlawful.

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ARTICLE XI
AMENDMENTS

Section 45.  Amendments.  The directors may amend or repeal these bylaws unless the articles of incorporation reserve such power exclusively to the shareholders in whole or in part or the shareholders, in amending or repealing a particular bylaw provision, provide expressly that the directors may not amend or repeal such bylaw.  The shareholders may amend or repeal the bylaws even though the bylaws may also be amended or repealed by the directors.

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CERTIFICATE OF SECRETARY

I hereby certify that:

I am the duly elected arid acting Secretary of Air Ambulance Specialists, Inc., a Colorado corporation (the “Corporation”); and

Attached hereto is a complete and accurate copy of the Bylaws of the Corporation as duly adopted by the Board of Directors of the Corporation by Written Consent on the date hereof and said Bylaws are presently in effect.

IN WITNESS WHEREOF, I have hereunto subscribed my name effective as of the 8th day of July, 2006.

/s/

Todd G. Zimmerman, Secretary

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EX-3.15

Exhibit 3.15

CERTIFICATE OF INCORPORATION

of

ES ACQUISITION, INC.

1. The name of this corporation is ES Acquisition, Inc,

2. The registered office of this corporation in the State of Delaware is located at 1013 Centre Road, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is Corporation Service Company.

3. The purpose of this corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

4. The total number of shares of stock that this corporation shall have authority to issue is 3,000 shares of Common Stock, $.01 par value per share. Each share of Common Stock shall be entitled to one vote.

5. The name and mailing address of the incorporator is: William George, One International Place, Boston, MA 02110-2624.

6. Except as provided to the contrary in the provisions establishing a class or series of stock, the amount of the authorized stock of this corporation of any class or classes may be increased or decreased by the affirmative vote of the holders of a majority of the stock of this corporation entitled to vote.

7. The election of directors need hot be by ballot unless the by-laws shall so require.

8. In furtherance and not in limitation of the power conferred upon the board of directors by law, the board of directors shall have power to make, adopt, alter, amend and repeal from time to time by-laws of this corporation, subject to the right of the stockholders entitled to vote with respect thereto to alter and repeal by-laws made by the board of directors.

9. A director of this corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent that exculpation from liability is not permitted under the General Corporation Law of the State of Delaware as in effect at the time such liability is determined. No amendment or repeal of this paragraph 9 shall apply to or have any effect on the liability or alleged liability or any director or the corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

10. This corporation shall, to the maximum extent permitted from time to time under the law of the State of Delaware, indemnify and upon request shall advance expenses to any person who is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit, proceeding or claim, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was or has agreed to be a director or

officer of this corporation or while a director or officer is or was serving at the request of this corporation as a director, officer, partner, trustee, employee or agent of any corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against expenses (including attorney’s fees and expenses), judgments, fines, penalties and amounts paid in settlement incurred in connection with the investigation, preparation to defend or defense of such action, suit, proceeding or claim; provided, however, that the foregoing shall not require this corporation to indemnify or advance expenses to any person in connection with any action, suit, proceeding, claim or counterclaim initiated by or on behalf of such person. Such indemnification shall not be exclusive of other indemnification rights arising under any by-law, agreement, vote of directors or stockholders or otherwise and shall inure to the benefit of the heirs and legal representatives of such person. Any person seeking indemnification under this paragraph 10 shall be deemed to have met the standard of conduct required for such indemnification unless the contrary shall be established. Any repeal or modification of the foregoing provisions of this paragraph 10 shall not adversely affect any right or protection of a director or officer of this corporation with respect to any acts or omissions of such director or officer occurring prior to such repeal or modification.

11. The books of this corporation may (subject to any statutory requirements) be kept outside the state of Delaware as may be designated by the board of directors or in the by-laws of this corporation.

12. If at any time this corporation shall have a class of stock registered pursuant to the provisions of the Securities Exchange Act of 1934, for so long as such class is so registered, any action by the stockholders of such class must be taken at an annual or special meeting of stockholders and may not be taken by written consent.

THE UNDERSIGNED, the sole incorporator named above, hereby certifies that the facts stated above are true as of this 6th day of January, 1994.

/s/ William George

William George, Incorporator

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

ES ACQUISITION, INC.

ES Acquisition, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

First: That the Board of Directors of said corporation has adopted by written consent the following resolution:

RESOLVED:That it is advisable and in the best interest of this Corporation that Article 1 of the Certificate of Incorporation of this Corporation be amended to read in its entirety as follows:

1. The name of this corporation is Ambulance Acquisition, Inc.

Second: That the said amendment has been consented to and authorized by the holder of a majority of the issued and outstanding stock entitled to vote by written consent given in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

Third: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Section 242 and 228 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said corporation has caused this Certificate to be signed by Paul M. Verrochi, its Vice President, and attested by Ronald N. Levenson, its Assistant Secretary, this          day of January, 1994.

	/s/ Paul M. Verrochi
	Vice President
Attested by:	/s/ Ronald N. Levenson
	Assistant Secretary

CERTIFICATE OF CHANGE OF REGISTERED AGENT

AND

REGISTERED OFFICE

* * * *

Ambulance Acquisition, Inc a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY;

The present registered agent of the corporation is Corporation Service Company and the present registered office of the corporation is in the county of New Castle.

The Board of Directors of Ambulance Acquisition, Inc adopted the following resolution on the 3rd day of November, 1999.

Resolved, that the registered Office of Ambulance Acquisition, Inc in the state of Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, and the authorization of the present registered agent of this corporation be and the same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby constituted and appointed the registered agent of this corporation at the address of its registered office.

IN WITNESS WHEREOF, Ambulance Acquisition, Inc has caused this statement to be signed by Joshua T. Gaines its Vice President, this 4th day of November, 1999,

/s/ Joshua T. Gaines

Joshua T. Gaines,

Vice President

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

AND OF REGISTERED AGENT

OF

AMBULANCE ACQUISITION, INC.

It is hereby certified that:

1. The name of the corporation (hereinafter called the “corporation”) is:

AMBULANCE ACQUISITION, INC.

2. The registered office of the corporation within the State of Delaware is hereby changed to 2711 Centerville Road, Suite 400, City of Wilmington 19808, County of New Castle.

3. The registered agent of the corporation within the State of Delaware is hereby changed to Corporation Service Company, the business office of which is identical with the registered office of the corporation as hereby changed.

4. The corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on 2/10/06, 2006

/s/Randy Owen

Name: Randy Owen

Title: Chief Financial Officer & VP

EX-3.16

Exhibit 3.16

BY-LAWS

OF

THE SUBSIDIARIES OF AMERICAN MEDICAL RESPONSE

Section 1. LAW, CERTIFICATE OF INCORPORATION AND BY-LAWS

1.1. These by-laws are subject to the certificate of incorporation of the corporation. In these by-laws, references to law, the certificate of incorporation and by-laws mean the law, the provisions of the certificate of incorporation and the by-laws as from time to time in effect.

Section 2. STOCKHOLDERS

2.1. Annual Meeting. The annual meeting of stockholders shall be held at 10:00 A.M. on the second Tuesday in May in each year, unless that day be a legal holiday at the place where the meeting is to be held, in which case the meeting shall be held at the same hour on the next succeeding day not a legal holiday, or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect a board of directors and transact such other business as may be required by law or these by-laws or as may properly come before the meeting.

2.2. Special Meetings. A special meeting of the stockholders may be called at any time by the chairman of the board, if any, the president or the board of directors. A special meeting of the stockholders shall be called by the secretary, or in the case of the death, absence, incapacity or refusal of the secretary, by an assistant secretary or some other officer, upon application of a majority of the directors. Any such application shall state the purpose or purposes of the proposed meeting. Any such call shall state the place, date, hour, and purposes of the meeting.

2.3. Place of Meeting. All meetings of the stockholders for the election of directors or for any other purpose shall be held at such place within or without the State of Delaware as may be determined from time to time by the chairman of the board, if any, the president or the board of directors. Any adjourned session of any meeting of the stockholders shall be held at the place designated in the vote of adjournment.

2.4. Notice of Meetings. Except as otherwise provided by law, a written notice of each meeting of stockholders stating the place, day and hour thereof and, in the case of a special meeting, the purposes for which the meeting is called, shall be given not less then ten nor more than sixty days before the meeting, to each stockholder entitled to vote thereat, and to each stockholder who, by law, by the certificate of incorporation or by these by-laws, is entitled to notice, by leaving such notice with him or at his residence or usual place of business, or by

depositing it in the United States mail, postage prepaid, and addressed to such stockholder at his address as it appears in the records of the corporation. Such notice shall be given by the secretary, or by an officer or person designated by the board of directors, or in the case of a special meeting by the officer calling the meeting. As to any adjourned session of any meeting of stockholders, notice of the adjourned meeting need not be given if the time and place thereof are announced at the meeting at which the adjournment was taken except that if the adjournment is for more than thirty days or if after the adjournment a new record date is set for the adjourned session, notice of any such adjourned session of the meeting shall be given in the manner heretofore described. No notice of any meeting of stockholders or any adjourned session thereof need be given to a stockholder if a written waiver of notice, executed before or after the meeting or such adjourned session by such stockholder, is filed with the records of the meeting or if the stockholder attends such meeting without objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the stockholders or any adjourned session thereof need be specified in any written waiver of notice.

2.5. Quorum of Stockholders. At any meeting of the stockholders a quorum as to any matter shall consist of a majority of the votes entitled to be cast on the matter, except where a larger quorum is required by law, by the certificate of incorporation or by these by-laws. Any meeting may be adjourned from time to time by a majority of the votes properly cast upon the question, whether or not a quorum is present. If a quorum is present at an original meeting, a quorum need not be present at an adjourned session of that meeting. Shares of its own stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of any corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

2.6. Action by Vote. When a quorum is present at any meeting, a plurality of the votes properly cast for election to any office shall elect to such office and a majority of the votes properly cast upon any question other than an election to an office shall decide the question, except when a larger vote is required by law, by the certificate of incorporation or by these by-laws. No ballot shall be required for any election unless requested by a stockholder present or represented at the meeting and entitled to vote in the election.

2.7. Action without Meetings. Unless otherwise provided in the certificate of incorporation, any action required or permitted to be taken by stockholders for or in connection with any corporate action may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in Delaware by hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Each such written consent shall bear the date of signature of each stockholder who signs the consent. No written consent shall be effective to take the corporate action referred to therein unless written consents signed by a

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number of stockholders sufficient to take such action are delivered to the corporation in the manner specified in this paragraph within sixty days of the earliest dated consent so delivered.

If action is taken by consent of stockholders and in accordance with the foregoing, there shall be filed with the records of the meetings of stockholders the writing or writings comprising such consent.

If action is taken by less than unanimous consent of stockholders, prompt notice of the taking of such action without a meeting shall be given to those who have not consented in writing and a certificate signed and attested to by the secretary that such notice was given shall be filed with the records of the meetings of stockholders.

In the event that the action which is consented to is such as would have required the filing of a certificate under any provision of the General Corporation Law of the State of Delaware, if such action had been voted upon by the stockholders at a meeting thereof, the certificate filed under such provision shall state, in lieu of any statement required by such provision concerning a vote of stockholders, that written consent has been given under Section 228 of said General Corporation Law and that written notice has been given as provided in such Section 228.

2.8. Proxy Representation. Every stockholder may authorize another person or persons to act for him by proxy in all matters in which a stockholder is entitled to participate, whether by waiving notice of any meeting, objecting to or voting or participating at a meeting, or expressing consent or dissent without a meeting. Every proxy must be signed by the stockholder or by his attorney-in-fact. No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally. The authorization of a proxy may but need not be limited to specified action, provided, however, that if a proxy limits its authorization to a meeting or meetings of stockholders, unless otherwise specifically provided such proxy shall entitle the holder thereof to vote at any adjourned session but shall not be valid after the final adjournment thereof.

2.9. Inspectors. The directors or the person presiding at the meeting may, but need not, appoint one or more inspectors of election and any substitute inspectors to act at the meeting or any adjournment thereof. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspectors shall make a report in writing of any challenge, question or matter determined by them and execute a certificate of any fact found by them.

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2.11. List of Stockholders. The secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in his name. The stock ledger shall be the only evidence as to who are stockholders entitled to examine such list or to vote in person or by proxy at such meeting.

Section 3. BOARD OF DIRECTORS

3.1. Number. The number of directors which shall constitute the whole board shall not be less than one nor more than five in number. Thereafter, within the foregoing limits, the stockholders at the annual meeting shall determine the number of directors and shall elect the number of directors as determined. Within the foregoing limits, the number of directors may be increased at any time or from time to time by the stockholders or by the directors by vote of a majority of the directors then in office. The number of directors may be decreased to any number permitted by the foregoing at any time either by the stockholders or by the directors by vote of a majority of the directors then in office, but only to eliminate vacancies existing by reason of the death, resignation or removal of one or more directors. Directors need not be stockholders.

3.2. Tenure. Except as otherwise provided by law, by the certificate of incorporation or by these by-laws, each director shall hold office until the next annual meeting and until his successor is elected and qualified, or until he sooner dies, resigns, is removed or becomes disqualified.

3.3. Powers. The business and affairs of the corporation shall be managed by or under the direction of the board of directors who shall have and may exercise all the powers of the corporation and do all such lawful acts and things as are not by law, the certificate of incorporation or these by-laws directed or required to be exercised or done by the stockholders.

3.4. Vacancies. Vacancies and any newly created directorships resulting from any increase in the number of directors may be filled by vote of the stockholders at a meeting called for the purpose, or by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. When one or more directors shall resign from the board, effective at a future date, a majority of the directors then in office, including those who have resigned, shall have power to fill such vacancy or vacancies, the vote or action by writing thereon to take effect when such resignation or resignations shall become effective. The directors shall have and may exercise all their powers notwithstanding the existence of one or more vacancies in their number, subject to any requirements of law or of the certificate of incorporation or of these by-laws as to the number of directors required for a quorum or for any vote or other actions.

3.5. Committees. The board of directors may, by vote of a majority of the whole board, (a) designate, change the membership of or terminate the existence of any committee or committees, each committee to consist of one or more of the directors; (b) designate one or more directors as alternate members of any such committee who may replace any absent or disqualified member at any meeting of the committee; and (c) determine the extent to which each such committee shall have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation, including the power to authorize the

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seal of the corporation to be affixed to all papers which require it and the power and authority to declare dividends or to authorize the issuance of stock; excepting, however, such powers which by law, by the certificate of incorporation or by these by-laws they are prohibited from so delegating. In the absence or disqualification of any member of such committee and his alternate, if any, the member or members thereof present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Except as the board of directors may otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by the board or such rules, its business shall be conducted as nearly as may be in the same manner as is provided by these by-laws for the conduct of business by the board of directors. Each committee shall keep regular minutes of its meetings and report the same to the board of directors upon request.

3.6. Regular Meetings. Regular meetings of the board of directors may be held without call or notice at such places within or without the State of Delaware and at such times as the board may from time to time determine, provided that notice of the first regular meeting following any such determination shall be given to absent directors. A regular meeting of the directors may be held without call or notice immediately after and at the same place as the annual meeting of stockholders.

3.7. Special Meetings. Special meetings of the board of directors may be held at any time and at any place within or without the State of Delaware designated in the notice of the meeting, when called by the chairman of the board, if any, the president, or by one-third or more in number of the directors, reasonable notice thereof being given to each director by the secretary or by the chairman of the board, if any, the president or any one of the directors calling the meeting.

3.8. Notice. It shall be reasonable and sufficient notice to a director to send notice by mail at least forty-eight hours or by telegram at least twenty-four hours before the meeting addressed to him at his usual or last known business or residence address or to give notice to him in person or by telephone at least twenty-four hours before the meeting. Notice of a meeting need not be given to any director if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. Neither notice of a meeting nor a waiver of a notice need specify the purposes of the meeting.

3.9. Quorum. Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, at any meeting of the directors a majority of the directors then in office shall constitute a quorum; a quorum shall not in any case be less than one-third of the total number of directors constituting the whole board. Any meeting may be adjourned from time to time by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

3.10. Action by Vote. Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, when a quorum is present at any meeting the vote of a majority of the directors present shall be the act of the board of directors.

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3.11. Action Without a Meeting. Any action required or permitted to be taken at any meeting of the board of directors or a committee thereof may be taken without a meeting if all the members of the board or of such committee, as the case may be, consent thereto in writing, and such writing or writings are filed with the records of the meetings of the board or of such committee. Such consent shall be treated for all purposes as the act of the board or of such committee, as the case may be.

3.12. Participation in Meetings by Conference Telephone. Members of the board of directors, or any committee designated by such board, may participate in a meeting of such board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other or by any other means permitted by law. Such participation shall constitute presence in person at such meeting.

3.13. Compensation. In the discretion of the board of directors, each director may be paid such fees for his services as director and be reimbursed for his reasonable expenses incurred in the performance of his duties as director as the board of directors from time to time may determine. Nothing contained in this section shall be construed to preclude any director from serving the corporation in any other capacity and receiving reasonable compensation therefor.

3.14. Interested Directors and Officers.

(a) No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of the corporation’s directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if:

(1) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or

(2) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or

(3) The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the board of directors, a committee thereof, or the stockholders.

(b) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes the contract or transaction.

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Section 4. OFFICERS AND AGENTS

4.1. Enumeration; Qualification. The officers of the corporation shall be a president, a treasurer, a secretary and such other officers, if any, as the board of directors from time to time may in its discretion elect or appoint including without limitation a chairman of the board, one or more vice presidents and a controller. The corporation may also have such agents, if any, as the board of directors from time to time may in its discretion choose. Any officer may be but none need be a director or stockholder. Any two or more offices may be held by the same person. Any officer may be required by the board of directors to secure the faithful performance of his duties to the corporation by giving bond in such amount and with sureties or otherwise as the board of directors may determine.

4.2. Powers. Subject to law, to the certificate of incorporation and to the other provisions of these by-laws, each officer shall have, in addition to the duties and powers herein set forth, such duties and powers as are commonly incident to his office and such additional duties and powers as the board of directors may from time to time designate.

4.3. Election. The officers may be elected by the board of directors at their first meeting following the annual meeting of the stockholders or at any other time. At any time or from time to time the directors may delegate to any officer their power to elect or appoint any other officer or any agents.

4.4. Tenure. Each officer shall hold office until the first meeting of the board of directors following the next annual meeting of the stockholders and until his respective successor is chosen and qualified unless a shorter period shall have been specified by the terms of his election or appointment, or in each case until he sooner dies, resigns, is removed or becomes disqualified. Each agent shall retain his authority at the pleasure of the directors, or the officer by whom he was appointed or by the officer who then holds agent appointive power.

4.5. Chairman of the Board of Directors. President and Vice President. The chairman of the board, if any, shall have such duties and powers as shall be designated from time to time by the board of directors. Unless the board of directors otherwise specifies, the chairman of the board, or if there is none the chief executive officer, shall preside, or designate the person who shall preside, at all meetings of the stockholders and of the board of directors.

Unless the board of directors otherwise specifies, the president shall be the chief executive officer and shall have direct charge of all business operations of the corporation and, subject to the control of the directors, shall have general charge and supervision of the business of the corporation.

Any vice presidents shall have such duties and powers as shall be set forth in these by-laws or as shall be designated from time to time by the board of directors or by the president.

4.6. Treasurer and Assistant Treasurers. Unless the board of directors otherwise specifies, the treasurer shall be the chief financial officer of the corporation and shall be in charge of its funds and valuable papers, and shall have such other duties and powers as may be designated from time to time by the board of directors or by the president. If no controller is

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elected, the treasurer shall, unless the board of directors otherwise specifies, also have the duties and powers of the controller.

Any assistant treasurers shall have such duties and powers as shall be designated from time to time by the board of directors, the president or the treasurer.

4.7. Controller and Assistant Controllers. If a controller is elected, he shall, unless the board of directors otherwise specifies, be the chief accounting officer of the corporation and be in charge of its books of account and accounting records, and of its accounting procedures. He shall have such other duties and powers as may be designated from time to time by the board of directors, the president or the treasurer.

Any assistant controller shall have such duties and powers as shall be designated from time to time by the board of directors, the president, the treasurer or the controller.

4.8. Secretary and Assistant Secretaries. The secretary shall record all proceedings of the stockholders, of the board of directors and of committees of the board of directors in a book or series of books to be kept therefor and shall file therein all actions by written consent of stockholders or directors. In the absence of the secretary from any meeting, an assistant secretary, or if there be none or he is absent, a temporary secretary chosen at the meeting, shall record the proceedings thereof. Unless a transfer agent has been appointed the secretary shall keep or cause to be kept the stock and transfer records of the corporation, which shall contain the names and record addresses of all stockholders and the number of shares registered in the name of each stockholder. He shall have such other duties and powers as may from time to time be designated by the board of directors or the president.

Any assistant secretaries shall have such duties and powers as shall be designated from time to time by the board of directors, the president or the secretary.

Section 5. RESIGNATIONS AND REMOVALS

5.1. Any director or officer may resign at any time by delivering his resignation in writing to the chairman of the board, if any, the president, or the secretary or to a meeting of the board of directors. Such resignation shall be effective upon receipt unless specified to be effective at some other time, and without in either case the necessity of its being accepted unless the resignation shall so state. A director (including persons elected by directors to fill vacancies in the board) may be removed from office with or without cause by the vote of the holders of a majority of the shares issued and outstanding and entitled to vote in the election of directors. The board of directors may at any time remove any officer either with or without cause. The board of directors may at any time terminate or modify the authority of any agent. No director or officer resigning and (except where a right to receive compensation shall be expressly provided in a duly authorized written agreement with the corporation) no director or officer removed shall have any right to any compensation as such director or officer for any period following his resignation or removal, or any right to damages on account of such removal, whether his compensation be by the month or by the year or otherwise; unless, in the case of a resignation, the directors, or, in the case of removal, the body acting on the removal, shall in their or its discretion provide for compensation.

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Section 6. VACANCIES

6.1. If the office of the president or the treasurer or the secretary becomes vacant, the directors may elect a successor by vote of a majority of the directors then in office. If the office of any other officer becomes vacant, any person or body empowered to elect or appoint that officer may choose a successor. Each such successor shall hold office for the unexpired term, and in the case of the president, the treasurer and the secretary until his successor is chosen and qualified or in each case until he sooner dies, resigns, is removed or becomes disqualified. Any vacancy of a directorship shall be filled as specified in Section 3.4 of these by-laws.

Section 7. CAPITAL STOCK

7.1. Stock Certificates. Each stockholder shall be entitled to a certificate stating the number and the class and the designation of the series, if any, of the shares held by him, in such form as shall, in conformity to law, the certificate of incorporation and the by-laws, be prescribed from time to time by the board of directors. Such certificate shall be signed by the chairman or vice chairman of the board, if any, or the president or a vice president and by the treasurer or an assistant treasurer or by the secretary or an assistant secretary. Any of or all the signatures on the certificate may be a facsimile. In case an officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the time of its issue.

7.2. Loss of Certificates. In the case of the alleged theft, loss, destruction or mutilation of a certificate of stock, a duplicate certificate may be issued in place thereof, upon such terms, including receipt of a bond sufficient to indemnify the corporation against any claim on account thereof, as the board of directors may prescribe.

Section 8. TRANSFER OF SHARES OF STOCK

8.1. Transfer on Books. Subject to the restrictions, if any, stated or noted on the stock certificate, shares of stock may be transferred on the books of the corporation by the surrender to the corporation or its transfer agent of the certificate therefor properly endorsed or accompanied by a written assignment and power of attorney properly executed, with necessary transfer stamps affixed, and with such proof of the authenticity of signature as the board of directors or the transfer agent of the corporation may reasonably require. Except as may be otherwise required by law, by the certificate of incorporation or by these by-laws, the corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to receive notice and to vote or to give any consent with respect thereto and to be held liable for such calls and assessments, if any, as may lawfully be made thereon, regardless of any transfer, pledge or other disposition of such stock until the shares have been properly transferred on the books of the corporation.

It shall be the duty of each stockholder to notify the corporation of his post office address.

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8.2. Record Date and Closing Transfer Books. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no such record date is fixed by the board of directors, the record date for determining the stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no such record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by the General Corporation Law of the State of Delaware, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in Delaware by hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. If no record date has been fixed by the board of directors and prior action by the board of directors is required by the General Corporation Law of the State of Delaware, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such payment, exercise or other action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

Section 9. CORPORATE SEAL

9.1. Subject to alteration by the directors, the seal of the corporation shall consist of a flat-faced circular die with the word “Delaware” and the name of the corporation cut or engraved thereon, together with such other words, dates or images as may be approved from time to time by the directors.

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Section 10. EXECUTION OF PAPERS

10.1. Except as the board of directors may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts or other obligations made, accepted or endorsed by the corporation shall be signed by the chairman of the board, if any, the president, a vice president or the treasurer.

Section 11. FISCAL YEAR

11.1. The fiscal year of the corporation shall end on the 31st of December.

Section 12. AMENDMENTS

12.1. These by-laws may be adopted, amended or repealed by vote of a majority of the directors then in office or by vote of a majority of the stock outstanding and entitled to vote. Any by-law, whether adopted, amended or repealed by the stockholders or directors, may be amended or reinstated by the stockholders or the directors.

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EX-3.17

Exhibit 3.17

RESTATED ARTICLES OF INCORPORATION

OF

AMERICAN EMERGENCY PHYSICIANS MEDICAL GROUP, INC.

J. PAUL HOLLAND, M.D. and JAMES L. JONES, M.D. hereby certify that:

1.    They are the President and the Secretary, respectively, of AMERICAN EMERGENCY PHYSICIANS MEDICAL GROUP, INC., a California corporation formed on December 20, 1988, California corporation number 1452227.

2.    The Articles of Incorporation of this corporation are hereby amended and restated to read as follows:

“I. The name of this corporation is: AMERICAN EMERGENCY PHYSICIANS MANAGEMENT, INC.

II. The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

III. This corporation is authorized to issue only one class of shares of stock; and the total number of shares which this corporation is authorized to issue is One Hundred Thousand (100,000).

IV. The liability of the directors of this corporation for monetary damages shall be eliminated to the fullest extent permissible under California law.

Any repeal or modification of the provisions of this Article IV shall not adversely affect any rights or protections to which the corporation’s directors were entitled prior to such repeal or modification.

V. This corporation is authorized to provide indemnification of agents (as defined in Section 317 of the California Corporations Code) for breach of duty to this corporation and its stockholders through bylaw provisions or through agreements with the agents, or both, in excess of the indemnification otherwise permitted by Section 317 of the California Corporations Code, subject to the limits on such excess indemnification set forth in Section 204 of the California Corporations Code.

Any repeal or modification of this Article V shall not adversely affect any rights or protections to which the corporation’s agents were entitled prior to such repeal or modification.”

3.    The foregoing amendment and restatement of the Articles of Incorporation has been duly approved by the Board of Directors of the corporation.

4.    The foregoing amendment and restatement of the Articles of Incorporation has been duly approved by the required vote of the shareholders, in accordance with Section 902 of the California Corporations Code. The total number of outstanding shares of the corporation is Ten Thousand Five Hundred Twenty (10,520). The number of shares voting in favor of the amendment equaled or exceeded the vote required, which percentage vote required was more than fifty percent (50%).

Each of the undersigned declares under penalty of perjury under the laws of the State of California that the matters set forth in the foregoing certificate are true and correct of his own knowledge.

DATED:  October 31, 1999

/s/ J. Paul Holland,

J. PAUL HOLLAND, M.D.,

President

/s/ James L. Jones, M.D.

JAMES L. JONES, M.D.,

Secretary

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EX-3.18

Exhibit 3.18

BYLAWS

OF

AMERICAN EMERGENCY PHYSICIANS MEDICAL GROUP, INC.

A MEDICAL CORPORATION

ARTICLE I

OFFICES

Section 1. PRINCIPAL OFFICES. The board of directors shall fix the location of the principal office of the corporation at any place within or outside the State of California. If the principal executive office is located outside this state, and the corporation has one or more business offices in this state, the board of directors shall fix and designate a principal business office in the State of California.

Section 2. OTHER OFFICES. The board of directors may at any time establish branch or subordinate offices at any place or places where the corporation is qualified to do business.

ARTICLE II

MEETINGS OF SHAREHOLDERS

Section 1. PLACE OF MEETINGS. Meetings of shareholders shall be held at any place within or outside the State of California designated by the board of directors. In the absence of any such designation, shareholders’ meetings shall be held at the principal executive office of the corporation.

Section 2. ANNUAL MEETING. The annual meeting of shareholders shall be held during the month of MARCH in each year, the exact date and time of which shall be designated by the board of directors. At each meeting, directors shall be elected, and any other proper business may be transacted. In no event shall the date of the annual meeting be more than 15 months since the last annual meeting of the shareholders.

Section 3. SPECIAL MEETING. A special meeting of the shareholders may be called at any time by the board of directors, or by the chairman of the board, or by the president, or by one or more shareholders holding shares in the aggregate entitled to cast not less than 10% of the votes at that meeting.

If a special meeting is called by any person or persons other than the board of directors, the request shall be in writing, specifying the time of such meeting and the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by telegraphic or other facsimile transmission to the chairman of the board, the president, any vice president, or the secretary of the corporation. The officer receiving the request shall cause notice to be promptly given to the shareholders entitled to vote, in accordance with the provisions

of Sections 4 and 5 of this Article II, that a meeting will be held at the time requested by the person or persons calling the meeting, not less than thirty-five (35) nor more than sixty (60) days after the receipt of the request. If the notice is not given within twenty (20) days after receipt of the request, the person or persons requesting the meeting may give the notice. Nothing contained in this paragraph of this Section 3 shall be construed as limiting, fixing or affecting the time when a meeting of the shareholders called by action of the board of directors may be held.

Section 4. NOTICE OF SHAREHOLDERS’ MEETINGS. All notices of meetings of shareholders shall be sent or otherwise given in accordance with Section 5 of this Article II not less than ten (10) nor more than sixty (60) days before the date of the meeting. The notice shall specify the place, date and hour of the meeting and (i) in the case of a special meeting, the general nature of the business to be transacted, or (ii) in the case of the annual meeting, those matters which the board of directors, at the time of giving the notice, intends to present for action by the shareholders. The notice of any meeting at which directors are to be elected shall include the name of any nominee or nominees whom, at the time of the notice, management intends to present for election.

If action is proposed to be taken at any meeting for approval of (i) a contract or transaction in which a director has a direct or indirect financial interest, pursuant to Section 310 of the Corporations Code of California, (ii) an amendment of the articles of incorporation, pursuant to Section 902 of that Code, (iii) a reorganization of the corporation, pursuant to Section 1201 of that code, (iv) a voluntary dissolution of the corporation, pursuant to Section 1900 of that Code, or (v) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, pursuant to Section 2007 of that Code, the notice shall also state the general nature of that proposal.

Section 5. MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE. Notice of any meeting of shareholders shall be given either personally or by first-class mail or telegraphic or other written communication, charges prepaid, addressed to the shareholder at the address of that shareholder appearing on the books of the corporation or given by the shareholder to the corporation for the purpose of notice. If no such address appears on the corporation’s books or is given, notice shall be deemed to have been given if sent to that shareholder by first-class mail or telegraphic or other written communication to the corporation’s principal executive office, or if published at least once in a newspaper of general circulation in the county where that office is located. Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by telegram or other means of written communication.

If any notice addressed to a shareholder at the address of that shareholder appearing on the books of the corporation is returned to the corporation by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver the notice to the shareholder at that address, all future notices or reports shall be deemed to have been duly given without further mailing if these shall be available to the shareholder on written demand of the shareholder at the principal executive office of the corporation for a period of one year from the date of the giving of the notice.

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An affidavit of the mailing or other means of giving any notice of any shareholders’ meeting shall be executed by the secretary, assistant secretary, or any transfer agent of the corporation giving the notice, and shall be filed and maintained in the minute book of the corporation.

Section 6. QUORUM. The presence in person or by proxy of the holders of a majority of the shares entitled to vote at any meeting of shareholders shall constitute a quorum for the transaction of business. The shareholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum.

Section 7. ADJOURNED MEETING; NOTICE. Any shareholders’ meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the shares represented at the meeting, either in person or by proxy, but in the absence of a quorum, no other business may be transacted at that meeting, except as provided in Section 6 of this Article II.

When any meeting of shareholders, either annual or special, is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place are announced at a meeting at which the adjournment is taken, unless a new record date for the adjourned meeting is fixed, or unless the adjournment is for more than forty-five (45) days from the date set for the original meeting, in which case the board of directors shall set a new record date. Notice of any such adjourned meeting shall be given to each shareholder of record entitled to vote at the adjourned meeting in accordance with the provisions of Sections 4 and 5 of this Article II. At any adjourned meeting the corporation may transact any business which might have been transacted at the original meeting.

Section 8. VOTING. The shareholders entitled to vote at any meeting of shareholders shall be determined in accordance with the provisions of Section 11 of this Article II, subject to the provisions of Sections 702 to 704, inclusive, of the Corporations Code of California (relating to voting shares held by fiduciary, in the name of a corporation, or in joint ownership). The shareholders’ vote may be by voice vote or by ballot; provided, however, that any election for directors must be by ballot if demanded by any shareholder before the voting has begun. On any matter other than elections of directors, any shareholder may vote part of the shares in favor of the proposal and refrain from voting the remaining shares or vote them against the proposal, but, if the shareholder fails to specify the number of shares which the shareholder is voting affirmatively, it will be conclusively presumed that the shareholder’s approving vote is with respect to all shares that the shareholder is entitled to vote. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on any matter (other than the election of directors) shall be the act of the shareholders, unless the vote of a greater number or voting by classes is required by California General Corporation Law or by the articles of incorporation.

At a shareholders’ meeting at which directors are to be elected, no shareholder shall be entitled to cumulate votes (i.e., cast for any one or more candidates a number of votes greater than the number of shareholder’s shares) unless the candidates’ names have been placed in nomination prior to commencement of the voting and a shareholder has given notice prior to commencement

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of the voting of the shareholder’s intention to cumulate votes. If any shareholder has given such a notice, then every shareholder entitled to vote may cumulate votes for candidates in nomination and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which that shareholder’s shares are entitled or distribute the shareholder’s votes on the same principle among any or all of the candidates as the shareholder thinks fit. The candidates receiving the highest number of votes, up to the number of directors to be elected, shall be elected.

Section 9. WAIVER OF NOTICE OR CONSENT BY ABSENT SHAREHOLDERS. The transactions of any meeting of shareholders either annual or special, however called and noticed, and wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each person entitled to vote, who was not present in person or by proxy, signs a written waiver of notice or a consent to a holding of the meeting, or an approval of the minutes. The waiver of notice or consent need not specify either the business to be transacted or the purpose of any annual or special meeting of shareholders, except that if action is taken or proposed to be taken for approval of any of those matters specified in the second paragraph of Section 4 of this Article II, the waiver of notice or consent shall state the general nature of the proposal. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Attendance by a person at a meeting shall also constitute a waiver of notice of that meeting, except when the person objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened, and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters not included in the notice of the meeting if that objection is expressly made at the meeting.

Section 10. SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING. Any action which may be taken at any annual or special meeting of the shareholders may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all shares entitled to vote on that action were present and voted. In the case of election of directors, such a consent shall be effective only if signed by the holders of all outstanding shares entitled to vote for the election of directors; provided, however, that a director may be elected at any time to fill a vacancy on the board of directors that has not been filled by the directors, by the written consent of the holder of a majority of the outstanding shares entitled to vote for the election of directors. All such consents shall be filed with the secretary of the corporation and shall be maintained in the corporate records. Any shareholder giving a written consent, or the shareholder’s proxy holders, or a transferee of the shares or a personal representative of the shareholder or their respective proxy holders, may revoke the consent by a writing received by the secretary of the corporation before written consent of the number of shares required to authorize the proposed action have been filed with the secretary.

If the consents of all shareholders entitled to vote have not been solicited in writing, and if the unanimous written consent of all such shareholders shall not have been received, the secretary shall give prompt notice of the corporate action approved by the shareholders without a meeting.

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This notice shall be given in the manner specified in Section 5 of this Article II. In the case of approval of (i) contracts or transactions in which a director has a direct or indirect financial interest, pursuant to Section 310 of the Corporations Code of California, (ii) indemnification of agents of the corporation, pursuant to Section 317 of that Code, (iii) a reorganization of the corporation, pursuant to Section 1201 of that Code, and (iv) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, pursuant to Section 2007 of that Code, the notice shall be given at least ten (10) days before the consummation of any action authorized by that approval.

Section 11. RECORD DATE FOR SHAREHOLDER NOTICE, VOTING, AND GIVING CONSENTS. For purposes of determining the shareholders entitled to notice of any meeting or to vote or entitled to give consent to corporate action without a meeting, the board of directors may fix, in accordance, a record date, which shall not be more than sixty (60) days nor less then ten (10) days before the date of any such meeting nor more than sixty (60) days before any such action without a meeting, and in this event only shareholders of record on the date so fixed are entitled to notice and to vote or to give consents, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date, except as otherwise provided in the California General Corporation Law.

If the board of directors does not so fix a record date:

(a) The record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held.

(b) The record date for determining shareholders entitled to give consent to corporate action in writing without a meeting, (i) when no prior action by the board has been taken, shall be at the close of business on the day on which the board adopts the resolution relating to that action, or the sixtieth (60th) day before the date of such other action, whichever is later.

Section 12. PROXIES. Every person entitled to vote for directors or on any other matter shall have the right to do so either in person or by one or more agents authorized by a written proxy signed by the person and filed with the secretary of the corporation. A proxy shall be deemed signed if the shareholder’s name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission, or otherwise) by the shareholder or the shareholder’s attorney in fact. A validly executed proxy which does not state that it is irrevocable shall continue in full force and effect unless (i) revoked by the person executing it, before the vote pursuant to that proxy by a writing delivered to the corporation stating that the proxy is revoked, or by a subsequent proxy executed by, or attendance at the meeting and voting in person by, the person executing the proxy; or (ii) written notice of the death or incapacity of the maker of that proxy is received by the corporation before the vote pursuant to that proxy is counted; provided, however, that no proxy shall be valid after the expiration of eleven (11) months from the date of the proxy, unless otherwise provided in the proxy. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Sections 705(e) and 705(f) of the Corporations Code of California.

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Section 13. INSPECTORS OF ELECTION. Before any meeting of shareholders, the board of directors may appoint any persons other than nominees for office to act as inspectors of election at the meeting or its adjournment. If no inspectors of election are so appointed, the chairman of the meeting may, and on the request of any shareholder or a shareholder’s proxy shall, appoint inspectors of election at the meeting. The number of inspectors shall be either one (1) or three (3). If inspectors are appointed at a meeting on the request of one or more shareholders or proxies, the holders of a majority of shares or their proxies present at the meeting shall determine whether one (1) or three (3) inspectors are to be appointed. If any person appointed as inspector fails to appear or fails or refuses to act, the chairman of the meeting may, and upon the request of any shareholder or a shareholder’s proxy shall, appoint a person to fill that vacancy.

These inspectors shall:

(a) Determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, and the authenticity, validity, and effect of proxies;

(b) Receive votes, ballots, or consents;

(c) Hear and determine all challenges and questions in any way arising in connection with the right to vote;

(d) Count and tabulate all votes or consents;

(e) Determine when the polls shall close;

(f) Determine the result; and

(g) Do any other act that may be proper to conduct the election or vote with fairness to all shareholders.

ARTICLE III

DIRECTORS

Section 1. POWERS. Subject to the provisions of the California General Corporation Law and any limitations in the articles of incorporation and these bylaws relating to action required to be approved by the shareholders or by the outstanding shares, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the board of directors.

Without prejudice to these general powers, and subject to the same limitations, the directors shall have the power to:

(a) Select and remove all officers, agents, and employees of the corporation; prescribe any powers and duties for them that are consistent with law, with the articles of incorporation, and with these bylaws; fix their compensation; and require from them security for faithful service.

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(b) Change in the principal executive office or the principal business office in the State of California from one location to another; cause the corporation to be qualified to do business in any other state, territory, dependency, or country and conduct business within or without the State of California; and designate any place within or without the State of California for the holding of any shareholders’ meeting, or meetings, including annual meetings.

(c) Adopt, make, and use a corporate seal; prescribe the forms of certificates of stock; and alter the form of the seal and certificates.

(d) Authorize the issuance of shares of stock of the corporation on any lawful terms, in consideration of money paid, labor done, services actually rendered, debts or securities cancelled, or tangible or intangible property actually received;

(e) Borrow money and incur indebtedness on behalf of the corporation, and cause to be executed and delivered for the corporation’s purposes, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidences of debt and securities.

Section 2. NUMBER AND QUALIFICATION OF DIRECTORS. The authorized number of directors shall be five (5) until changed by a duly adopted amendment to the articles of incorporation or by an amendment to this bylaw adopted by the vote or written consent of holders of a majority of the outstanding shares entitled to vote; provided, however, that an amendment reducing the number of directors to a number less than five (5) cannot be adopted if the votes cast against its adoption at a meeting, or the shares not consenting in the case of action by written consent, are equal to more than 16-2/3% of the outstanding shares entitled to vote.

Section 3. ELECTION AND TERM OF OFFICE OF DIRECTORS. Directors shall be elected at each annual meeting of the shareholders to hold office until the next annual meeting. Each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified.

Section 4. VACANCIES. Vacancies in the board of directors may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director, except that a vacancy created by the removal of a director by the vote or written consent of the shareholders or by court order may be filled only by the vote of a majority of the shares entitled to vote represented at a duly held meeting at which a quorum is present, or by the written consent of the holders of a majority of the outstanding shares entitled to vote. Each director so elected shall hold office until the next annual meeting of the shareholders and until a successor has been elected and qualified.

A vacancy or vacancies in the board of directors shall be deemed to exist in the event of the death, resignation, or removal of any director, or if the board of directors by resolution declares vacant the office of a director who has been declared of unsound mind by an order of court or convicted of a felony, or if the authorized number of directors is increased, or if the shareholders fail, at any meeting of shareholders at which any director or directors are elected, to elect the number of directors to be voted for at that meeting.

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The shareholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors, but any such election by written consent shall require the consent of a majority of the outstanding shares entitled to vote.

Any director may resign effective on giving written notice to the chairman of the board, the president, the secretary, or the board of directors, unless the notice specifies a later time for that resignation to become effective. If the resignation of a director is effective at a future time, the board of directors may elect a successor to take office when the resignation becomes effective.

No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires; provided, however, the entire Board of Directors or any individual director may be removed from office in the manner provided by law. A director, other than the sole shareholder-director, who becomes a disqualified person as defined in Section 13401(d) of the California Corporations Code shall cease to be a director upon the effective date of his or her disqualification (unless he or she shall have sooner resigned) and his or her office shall be vacant until filled as provided in this Section.

Section 5. PLACE OF MEETINGS AND MEETINGS BY TELEPHONE. Regular meetings of the board of directors may be held at any place within or outside the State of California that has been designated from time to time by resolution of the board. In the absence of such a designation, regular meetings shall be held at the principal executive office of the corporation. Special meetings of the board shall be held at any place within or outside the State of California that has been designated in the notice of the meeting or, if not stated in the notice or there is no notice, at the principal executive office of the corporation. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all directors participating in the meeting can hear one another, and all such directors shall be deemed to be present in person at the meeting.

Section 6. ANNUAL MEETING. Immediately following each annual meeting of shareholders, the board of directors shall hold a regular meeting for the purpose of organization, any desired election of officers, and the transaction of other business. Notice of this meeting shall not be required.

Section 7. OTHER REGULAR MEETINGS. Other regular meetings of the board of directors shall be held without call at such time as shall from time to time be fixed by the board of directors. Such regular meetings may be held without notice. Unless dispensed with by action of the board, a regular meeting of the board shall be held on the 2nd Thursday of March, June, September and December of each year, the exact date and time of which shall be set by the chairman of the board, or if he fails to do so by the president, by the secretary, any vice president or any two directors.

Section 8. SPECIAL MEETINGS. Special meetings of the board of directors for any special purpose or purposes may be called at any time by the chairman of the board or the president or any vice president or the secretary or any two directors.

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Notice of the time and place of special meetings shall be delivered personally or by telephone to each director or sent by first-class mail or telegram, charges prepaid, addressed to each director at that director’s address as it is shown on the records of the corporation. In case the notice is mailed, it shall be deposited in the United States mail at least four (4) days before the time of holding of the meeting. In case the notice is delivered personally, or by telephone or telegram, it shall be delivered personally or by telephone or to the telegraph company at least forty-eight (48) hours before the time of the holding of the meeting. Any oral notice given personally or by telephone may be communicated either to the director or to a person at the office of the director who the person giving the notice has reason to believe will promptly communicate it to the director. The notice need not specify the purpose of the meeting nor the place if the meeting is to be held at the principal executive office of the corporation.

Section 9. QUORUM. A majority of the authorized number of directors shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 11 of this Article III. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the board of directors, subject to the provisions of Section 310 of the Corporations Code of California ( as to approval of contracts or transactions in which a director has a direct or indirect material financial interest), Section 311 of that Code (as to appointment of committees), and Section 317(e) of that Code (as to indemnification of directors), and subject to the following limitations:

(a) The authorization for the issuance of shares of stock of the corporation shall be approved by the affirmative vote of 75% or more of the authorized number of directors of the corporation;

(b) The act or decision to terminate the employment of any employee of the corporation who is also a shareholder of the corporation shall be approved by the affirmative vote of 75% or more of the authorized number of directors of the corporation; and

(c) The adoption of a new bylaw or amendment of a bylaw reducing the super-majority requirements of the affirmative vote of 75% or more of the authorized number of directors of the corporation as required by subsections (a) or (b) of this Section 9 of this Article III shall be approved by the affirmative vote of the authorized number of directors of the corporation.

A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.

Section 10. WAIVER OF NOTICE. The transaction of any meeting of the board of directors, however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice if a quorum is present and if, either before or after the meeting, each of the directors not present signs a written waiver of notice, a consent to holding the meeting or an approval of the minutes. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Notice of a meeting shall also be deemed given to any director who attends the meeting without protesting before or at its commencement, the lack of notice to that director.

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Section 11. ADJOURNMENT. A majority of the directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place.

Section 12. NOTICE OF ADJOURNMENT. Notice of the time and place of holding an adjourned meeting need not be given, unless the meeting is adjourned for more than twenty-four hours, in which case notice of the time and place shall be given before the time of the adjourned meeting, in the manner specified in Section 8 of this Article III, to the directors who were not present at the time of the adjournment.

Section 13. ACTION WITHOUT MEETING. Any action required or permitted to be taken by the board of directors may be taken without a meeting, if all members of the board shall individually or collectively consent in writing to that action. Such action by written consent shall have the same force and effect as a unanimous vote of the board of directors. Such written consent or consents shall be filed with the minutes of the proceedings of the board.

Section 14. FEES AND COMPENSATION OF DIRECTORS. Directors and members of committees may receive such compensation, if any, for their services, and such reimbursement of expenses, as may be fixed or determined by resolution of the board of directors. This Section 14 shall not be construed to preclude any director from serving the corporation in any other capacity as an officer, agent, employee, or otherwise, and receiving compensation for those services.

ARTICLE IV

COMMITTEES

Section 1. COMMITTEES OF DIRECTORS. The board of directors may, by resolution adopted by a majority of the authorized number of directors, designate one or more committees, each consisting of two or more directors, to serve at the pleasure of the board. The board may designate one or more directors as alternate members of any committee, who may replace any absent member at any meeting of the committee. Any committee, to the extent provided in the resolution of the board, shall have all the authority of the board, except with respect to:

(a) the approval of any action which, under the General Corporation Law of California, also requires shareholders’ approval or approval of the outstanding shares;

(b) the filling of vacancies on the board of directors or in any committee;

(c) the fixing of compensation of the directors for serving on the board or any committee;

(d) the amendment or repeal of bylaws or the adoption of new bylaws;

(e) the amendment or repeal of any resolution of the board of directors which by its express terms is not so amendable or repealable;

(f) a distribution to the shareholders of the corporation, except at a rate or in a periodic amount or within a price range determined by the board of directors; or

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(g) the appointment of any other committees of the board of directors or the members of these committees.

Section 2. MEETINGS AND ACTION OF COMMITTEES. Meetings and action of committees shall be governed by, and held and taken in accordance with, the provisions of Article III of these bylaws, Section 5 (place of meetings), 7 (regular meetings), 8 (special meetings and notice), 9 (quorum), 10 (waiver of notice), 11 (adjournment), 12 (notice of adjournment), and 13 (action without meeting), with such changes in the context of these bylaws as are necessary to substitute the committee and its members for the board of directors and its members, except that the time of regular meetings of committees may be determined either by resolution of the board of directors or by resolution of the committee; special meetings of committees may also be called by resolution of the board of directors; and notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The board of directors may adopt rules for the government of any committee not inconsistent with the provisions of these bylaws.

ARTICLE V

OFFICERS

Section 1. OFFICERS. The officers of the corporation shall be a president, a secretary, and a chief financial officer. The corporation may also have, at the discretion of the board of directors, a chairman of the board, one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3 of this Article V. Any number of offices may be held by the same person.

Section 2. ELECTION OF OFFICERS. The officers of the corporation, except such officers as may be appointed in accordance with the provisions of Section 3 or Section 5 of this Article V, shall be chosen by the board of directors, and each shall serve at the pleasure of the board, subject to the rights, if any, of an officer under any contract of employment.

Section 3. SUBORDINATE OFFICERS. The board of directors may appoint, and may empower the president to appoint, such other officers as the business of the corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in the bylaws or as the board of directors may from time to time determine.

Section 4. REMOVAL AND RESIGNATION OF OFFICERS. Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by the board of directors, at any regular or special meeting of the board, or, except in case of an officer chosen by the board of directors, by any officer upon whom such power of removal may be conferred by the board of directors.

Any officer may resign at any time by giving written notice to the corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.

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Section 5. VACANCIES IN OFFICE. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these bylaws for regular appointments to that office.

Section 6. CHAIRMAN OF THE BOARD. The chairman of the board, if such an officer be elected, shall, if present, preside at meetings of the board of directors and exercise and perform such other powers and duties as may be from time to time assigned to him by the board of directors or prescribed by the bylaws. If there is no president, the chairman of the board shall in addition be the chief executive officer of the corporation and shall have the powers and duties prescribed in Section 7 of this Article V.

Section 7. PRESIDENT. Subject to such supervisory powers, if any, as may be given by the board of directors to the chairman of the board, if there be such an officer, the president shall be the chief executive officer of the corporation and shall, subject to the control of the board of directors, have general supervision, direction, and control of the business and the officers of the corporation. He shall preside at all meetings of the shareholders and, in the absence of the chairman of the board, or if there be none, at all meetings of the board of directors. He shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by the board of directors or the bylaws.

Section 8. VICE PRESIDENT. In the absence or disability of the president, the vice presidents, if any, in order of their rank as fixed by the board of directors or, if not ranked, a vice president designated by the board of directors, shall perform all the duties of the president, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the president. The vice presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the board of directors or the bylaws, and the president, or the chairman of the board.

Section 9. SECRETARY. The secretary shall keep or cause to be kept, at the principal executive office or such other place as the board of directors may direct, a book of minutes of all meetings and actions of directors, committees of directors, and shareholders, with the time and place of holding, whether regular or special, and, if special, how authorized, the notice given, the names of those present at directors’ meetings or committee meetings, the number of shares present or represented at shareholders’ meetings, and the proceedings.

The secretary shall keep, or cause to be kept, at the principal executive office or at the office of the corporations transfer agent or registrar, as determined by resolution of the board of directors, a share register, or a duplicate share register, showing the names of all shareholders and their addresses, the number and classes of shares held by each, the number and date of certificates issued for the same, and the number and date of cancellation of every certificate surrendered for cancellation.

The secretary shall give, or cause to be given, notice of all meetings of the shareholders and of the board of directors required by the bylaws or by law to be given, and he shall keep the seal of

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the corporation if one be adopted, in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the board of directors or by the bylaws.

Section 10. CHIEF FINANCIAL OFFICER. The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and shares. The books of account shall at all reasonable times be open to inspection by any director.

The chief financial officer shall deposit all moneys and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the board of directors. He shall disburse the funds of the corporation as may be ordered by the board of directors, shall render to the president and directors, whenever they request it, an account of all of his transactions as chief financial officer and of the financial condition of the corporation, and shall have other powers and perform such other duties as may be prescribed by the board of directors or the bylaws.

ARTICLE VI

INDEMNIFICATION OF

OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS

Section 1. RIGHT TO INDEMNIFICATION. Each person who was or is a party or is threatened to be made a party to or is involved (as a party, witness, or otherwise), in any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (hereafter a “Proceeding”), by reason of the fact that he, or a person of whom he is the legal representative, is or was a director, officer, employee, or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, or was a director, officer, employee or agent of a foreign or domestic corporation that was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation, including service with respect to employee benefit plans, whether the basis of the Proceeding is alleged action in an official capacity as a director, officer, employee, or agent or in any other capacity while service as a director, officer, employee, or agent (hereafter an “Agent”), shall be indemnified and held harmless by the corporation to the fullest extent authorized by statutory and decisional law, as the same exists or may hereafter be interpreted or amended (but, in the case of any such amendment or interpretation, only to the extent that such amendment or interpretation permits the corporation to provide broader indemnification rights than were permitted prior thereto) against all expenses, liability, and loss (including attorney’s fees, judgments, fines, ERISA excise taxes and penalties, amounts paid or to be paid in settlement, any interest, assessments, or other charges imposed thereon, and any federal, state, local, or foreign taxes imposed on any Agent as a result of the actual or deemed receipt of any payments under this Article) reasonably incurred or suffered by such person in connection with investigating, defending, being a witness in, or participating in (including the appeal), or preparing for any of the foregoing in, any Proceeding (hereafter “Expenses”); provided, however, that except as to actions to enforce indemnification rights pursuant to Section 3. of this ARTICLE VI, the corporation shall indemnify any Agent seeking indemnification in

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connection with a Proceeding (or part thereof) initiated by such person only if the Proceeding (or part thereof) was authorized by the Board of Directors of the corporation.

The right to indemnification conferred in this Article shall be a contract right. It is the corporation’s intention that these bylaws provide indemnification in excess of that expressly permitted by Section 317 of the California General Corporation Law, as authorized by the corporation’s Articles of Incorporation.

Section 2. AUTHORITY TO ADVANCE EXPENSES. Expenses incurred by an officer or director (acting in his capacity as such) in defending a Proceeding shall be paid by the corporation in advance of the final disposition of such Proceeding, provided, however, that if required by the California General Corporation Law, as amended, such Expenses shall be advanced only upon delivery to the corporation of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized in this Article or otherwise. Expenses incurred by other Agents of the corporation (or by the directors or officers not acting in their capacity as such, including service with respect to employee benefit plans) may be advanced upon the receipt of a similar undertaking, if required by law, and upon such other terms and conditions as the Board of Directors deems appropriate. Any obligations to reimburse the corporation for Expense advances shall be unsecured and no interest shall be charged thereon.

Section 3. RIGHT OF CLAIMANT TO BRING SUIT. If a claim under Section 1. or 2. of this ARTICLE VI is not paid in full by the corporation within thirty (30) days after a written claim has been received by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense (including attorney’s fees) of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending a Proceeding in advance of its final disposition where the required undertaking has been tendered to the corporation) that the claimant has not met the standards of conduct that make it permissible under the California General Corporation Law for the corporation to indemnify the claimant for the amount claimed. The burden of proving such a defense shall be on the corporation. Neither the failure of the corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper under the circumstances because he has met the applicable standard of conduct set forth in the California General Corporation Law, nor an actual determination by the corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant had not met such applicable standard of conduct, shall be a defense to the action or create a presumption that claimant has not met the applicable standard of conduct.

Section 4. PROVISIONS NONEXCLUSIVE. The rights conferred on any person by this Article shall not be exclusive of any other rights that such person may have or hereafter acquire under any statute, provision of the Articles of Incorporation, agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in an official capacity and as to action on another capacity while holding such office. To the extent that any provision of the Articles, agreement, or vote of the stockholders or disinterested directors is inconsistent with these bylaws, the provision, agreement, or vote shall take precedence.

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Section 5. AUTHORITY TO INSURE. The corporation may purchase and maintain insurance to protect itself and any Agent against any Expense asserted against or incurred by such person, whether or not the corporation would have the power to indemnify the Agent against such Expense under applicable law or the provisions of this Article, provided that, in cases where the corporation owns all or a portion of the shares of the company issuing the insurance policy, the company and/or the policy must meet one of the two sets of conditions set forth in Section 317 of the California General Corporation Law, as amended.

Section 6. SURVIVAL OF RIGHTS. The rights provided by this Article shall continue as to a person who has ceased to be an Agent and shall inure to the benefit of the heirs, executors, and administrators of such person.

Section 7. SETTLEMENT OF CLAIMS. The corporation shall not be liable to indemnify any Agent under this Article (a) for any amounts paid in settlement of any action or claim effected without the corporation’s written consent, which consent shall not be unreasonably withheld; or (b) for any judicial award, if the corporation was not given a reasonable and timely opportunity, at its expense, to participate in the defense of such action.

Section 8. EFFECT OF AMENDMENT. Any amendment, repeal, or modification of this Article shall not adversely affect any right or protection of any Agent existing at the time of such amendment, repeal, or modification.

Section 9. SUBROGATION. In the event of payment under this Article, the corporation shall be subrogated to the extent of such payment to all of the rights of recovery of the Agent, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the corporation effectively to bring suit to enforce such rights.

Section 10. DUPLICATION OF PAYMENTS. The corporation shall not be liable under this Article to make any payment in connection with any claim made against the Agent to the extent the Agent has otherwise actually received payment (under any insurance policy, agreement, vote, or otherwise) of the amounts otherwise indemnifiable hereunder.

ARTICLE VII

RECORDS AND REPORTS

Section 1. MAINTENANCE AND INSPECTION OF SHARE REGISTER. The corporation shall keep at its principal executive office, or at the office of its transfer agent or registrar, if either be appointed and as determined by resolution of the board of directors, a record of its shareholders, giving the names and addresses of all shareholders and the number and class of shares held by each shareholder.

A shareholder or shareholders of the corporation holding at least five percent (5%) in the aggregate of the outstanding voting shares of the corporation may (i) inspect and copy the records of shareholders’ names and addresses and shareholdings during usual business hours on five days

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prior written demand on the corporation, and (ii) obtain from the transfer agent of the corporation, on written demand and on the tender of such transfer agent’s usual charges for such list, a list of the shareholders’ names and addresses, who are entitled to vote for the election of directors, and their shareholdings, as of the most recent record date for which that list has been compiled or as of a date specified by the shareholder after the date of demand. This list shall be made available to any such shareholder by the transfer agent on or before the later of five (5) days after the demand is received or the date specified in the demand as the date as of which the list is to be compiled. The record of shareholders shall also be open to inspection on the written demand of any shareholders shall also be open to inspection on the written demand of any shareholder or holder of a voting trust certificate, at any time during usual business hours, for a purpose reasonably related to the holder’s interests as a shareholder or as the holder of a voting trust certificate. Any inspection and copying under this Section 1 may be made in person or by an agent or attorney of the shareholder or holder of a voting trust certificate making the demand.

Section 2. MAINTENANCE AND INSPECTION OF BYLAWS. The corporation shall keep at its principal executive office, or if its principal business office is not in this state, the original or a copy of the bylaws as amended to date, which shall be open to inspection by the shareholders at all reasonable times during office hours. If the principal executive office of the corporation is outside the State of California and the corporation has no principal business office in this state, the secretary shall, upon the written request of any shareholder, furnish to that shareholder a copy of the bylaws as amended to date.

Section 3. MAINTENANCE AND INSPECTION OF OTHER CORPORATE RECORDS. The accounting books and records and minutes of proceedings of the shareholders and the board of directors and any committee or committees of the board of directors shall be kept at such place or places designated by the board of directors, or, in the absence of such designation, at the principal executive office of the corporation. The minutes shall be kept in written form and the accounting books and records shall be kept either in written form or in any other form capable of being converted into written form. The minutes and accounting books and records shall be open to inspection upon the written demand of any shareholder or holder of a voting trust certificate, at any reasonable time during usual business hours, for a purpose reasonably related to the holder’s interests as a shareholder or as the holder of a voting trust certificate. The inspection may be made in person or by an agent or attorney, and shall include the right to copy and make extracts. These rights of inspection shall extend to the records of each subsidiary corporation of the corporation.

Section 4. INSPECTION BY DIRECTORS. Every director shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the corporation and each of its subsidiary corporations. This inspection by a director may be made in person or by an agent or attorney and the right of inspection includes the right to copy and make extracts of documents.

Section 5. ANNUAL REPORT TO SHAREHOLDERS. The annual report to shareholders referred to in Section 1501 of the California General Corporation Law is expressly dispensed with, but nothing herein shall be interpreted as prohibiting the board of directors from issuing annual or other periodic reports to the shareholders of the corporation as they consider appropriate.

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Section 6. FINANCIAL STATEMENTS. A copy of any annual financial statement and any income statement of the corporation for each quarterly period of each fiscal year, and any accompanying balance sheet of the corporation as of the end of each such period, that has been prepared by the corporation shall be kept on file in the principal executive office of the corporation for twelve (12) months and each such statement shall be exhibited at all reasonable times to any shareholder demanding an examination of any such statement or a copy shall be mailed to any such shareholder.

If a shareholder or shareholders holding at least five percent (5%) of the outstanding shares of any class of stock of the corporation makes a written request to the corporation for an income statement of the corporation for the three-month, six-month or nine-month period of the then current fiscal year ended more than thirty (30) days before the date of the request, and a balance sheet of the corporation as of the end of that period, the chief financial officer shall cause that statement to be prepared, if not already prepared, and shall deliver personally or mail that statement or statements to the person making the request within thirty (30) days after the receipt of the request. If the corporation has not sent to the shareholders its annual report for the last fiscal year, this report shall likewise be delivered or mailed to the shareholder or shareholders within thirty (30) days after the request.

The corporation shall also, on the written request of any shareholder, mail to the shareholder a copy of the last annual, semi-annual, or quarterly income statement which it has prepared, and a balance sheet as of the end of that period.

The quarterly income statements and balance sheets referred to in this section shall be accompanied by the report, if any, of any independent accounts engaged by the corporation or the certificate of an authorized officer of the corporation that the financial statements were prepared without audit from the books and records of the corporation.

Section 7. ANNUAL STATEMENT OF GENERAL INFORMATION. The corporation shall, during the period commencing on August 1st and ending on December 31st in each year, file with the Secretary of State of California, on the prescribed form, a statement setting forth the authorized number of directors, the names and complete business or residence addresses of the chief executive officer, secretary, and chief financial officer, the street address of its principal executive office or principal business office in this state, and the general type of business constituting the principal business activity of the corporation, together with a designation of the agent of the corporation for the purpose of service of process, all in compliance with Section 1502 of the Corporations Code of California.

ARTICLE VIII

RESTRICTION ON OWNERSHIP AND TRANSFER OF SHARES

Section 1. ONLY LICENSED PERSONS SHALL OWN. No shares may be issued to any person other than a licensed person as defined in Section 13401(c) of the California Corporations Code or a medical corporation which renders professional services if such medical corporation

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has only one shareholder who is a licensed person as defined in Section 13401 of the California Corporations Code.

Section 2. TRANSFER OF SHARES. A transfer or purported transfer of shares of this corporation to any unlicensed person or in violation of the regulations issued by the Board of Medical Quality Assurance shall be void.

Section 3. SHARES OF DECEASED OR DISQUALIFIED SHAREHOLDER. When this corporation has two or more shareholders and one of its shareholders dies or becomes a disqualified person as defined in Section 13401(d) of the California Corporations Code, his or her shares shall be sold and transferred to this corporation, to one or more of the other shareholders of this corporation or to other eligible licensed persons on such terms as are agreed upon. Such sale or transfer shall not be later than six (6) months after any such death and not later than ninety (90) days after the date the shareholder becomes a disqualified person. If no such agreement shall be in effect, or, if in effect, if such agreement shall be in dispute, in default, or unperformed, then upon the last day for mandatory sale required by this Section 3, the corporation may cancel all of such shares without the necessity of the physical surrender of the certificates evidencing such shares and such deceased or disqualified shareholder shall upon cancellation cease to be a shareholder of this corporation. Nothing in this Section 3 shall in any way impair any of the rights of any such disqualified shareholder or representative of any such deceased shareholder to claim just compensation for the value of his or her shares.

Section 4. REPURCHASE OF SHARES. This corporation may repurchase its own shares without regard to any restrictions provided by law upon the repurchase of shares, if at least one (1) share remains issued and outstanding.

Section 5. PROHIBITED DISTRIBUTION TO SHAREHOLDERS. No income of the corporation attributable to professional services rendered while any shareholder is a disqualified person as defined in the Professional Corporations Act shall in any manner be distributed or accrue to the benefit of such shareholder or his or her shares in this corporation.

Section 6. REPURCHASE BY A DISQUALIFIED PERSON — SHARE CERTIFICATE LEGEND. In the event any shareholder becomes a disqualified person and his or her shares are transferred and sold to the corporation and/or its other shareholders, and if the corporation and its shareholders agree that such shares may be resold to such person if and when he or she becomes an eligible shareholder, then the share certificates of the corporation shall contain an appropriate legend setting forth such restrictions.

ARTICLE IX

GENERAL CORPORATE MATTERS

Section 1. RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING. For purposes of determining the shareholders entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect of any other lawful action (other than action by shareholders by written consent without a meeting), the board of directors may fix, in advance, a record date, which shall not be more than sixty (60) days

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before any such action, and in that case only shareholders of record on the date so fixed are entitled to receive the dividend, distribution, or allotment of rights or to exercise the rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date so fixed, except as otherwise provided in the California General Corporation Law.

If the board of directors does not so fix a record date, the record date for determining shareholders for any such purpose shall be at the close of business on the day on which the board adopts the applicable resolution or the sixtieth (60th) day before the date of that action, whichever is later.

Section 2. CHECKS, DRAFTS, EVIDENCES OF INDEBTEDNESS. All checks, drafts, or other orders for payment of money, notes, or other evidences of indebtedness, issued in the name of or payable to the corporation, shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by resolution of the board of directors.

Section 3. CORPORATE CONTRACTS AND INSTRUMENTS; HOW EXECUTED. The board of directors, except as otherwise provided in these bylaws, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation, and this authority may be general or confined to specific instances; and, unless so authorized or ratified by the board of directors or within the agency power of an officer, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

Section 4. CERTIFICATES FOR SHARES. A certificate or certificates for shares of the capital stock of the corporation shall be issued to each shareholder when any of these shares are fully paid, and the board of directors may authorize the issuance of certificates or shares as partly paid provided that these certificates shall state the amount of the consideration to be paid for them and the amount paid. All certificates shall be signed in the name of the corporation by the chairman of the board or vice chairman of the board or the president or vice president and by the chief financial officers or an assistant treasurer or the secretary or any assistant secretary, certifying the number of shares and the class or series of shares owned by the shareholder. Any or all of the signatures on the certificate may be facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on a certificate shall have ceased to be that officer, transfer agent, or registrar before that certificate is issued, it may be issued by the corporation with the same effect as if that person were an officer, transfer agent, or registrar at the date of issue.

Section 5. LOST CERTIFICATES. Except as provided in this Section 5, no new certificates for shares shall be issued to replace an old certificate unless the latter is surrendered to the corporation and cancelled at the same time. The board of directors may, in case any share certificate or certificate for any other security is lost, stolen, or destroyed, authorize the issuance of a replacement certificate on such terms and conditions as the board may require, including provision for indemnification of the corporation secured by a bond or other adequate security sufficient to protect the corporation against any claim that may be made against it, including any expense or liability, on account of the alleged loss, theft, or destruction of the certificate or the issuance of the replacement certificate.

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Section 6. REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The chairman of the board, the president, or any vice president, or any other person authorized by resolution of the board of directors or by any of the foregoing designated officers, is authorized to vote on behalf of the corporation any and all shares of any other corporation or corporations, foreign or domestic, standing in the name of the corporation. The authority granted to these officers to vote or represent on behalf of the corporation any and all shares held by the corporation in any other corporation or corporations may be exercised by any of these officers in person or by any person authorized to do so by a proxy duly executed by these officers.

Section 7. CONSTRUCTION AND DEFINITIONS. Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California General Corporation Law shall govern the construction of these bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term “person” includes both a corporation and a natural person.

ARTICLE X

AMENDMENTS

Section 1. AMENDMENT BY SHAREHOLDERS. New bylaws may be adopted or these bylaws may be amended or repealed by the vote or written consent of holders of a majority of the outstanding shares entitled to vote; provided, however, that if the articles of incorporation of the corporation set forth the number of authorized directors of the corporation, the authorized number of directors of the corporation may be changed only by an amendment of the articles of incorporation, and further provided that the adoption of a new bylaw reducing the super-majority requirements of the affirmative vote of 75% or more of the authorized number of directors of the corporation as required by subsections (a), (b) or (c) of the Section 9 of ARTICLE III shall be approved by the affirmative vote or written consent of holders of 75% or more of the outstanding shares entitled to vote.

Section 2. AMENDMENT BY DIRECTORS. Subject to the rights of the shareholders as provided in Section 1 of this Article IX, bylaws, other than a bylaw or an amendment of a bylaw changing the authorized number of directors, may be adopted, amended, or repealed by the board of directors.

ARTICLE XI

SUSPENSION AND TERMINATION

Section 1. SUSPENSION OF CERTAIN BYLAW PROVISIONS. Upon the death or disability of the sole remaining shareholder-director, the following provisions of these bylaws shall be suspended until one or more licensed persons shall succeed such deceased, disqualified [as defined in Corporations Code Section 13401(d)], or disabled sole shareholder-director, or, in the case of disability or disqualification, the sole remaining shareholder-director is restored to capacity or reinstated by an act of Court or the Board of Medical Quality Assurance:

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(a) All of Article II, Section 12, except the first sentence thereof;

(b) All of Section 1 of Article VIII;

(c) All of Section 2 of Article VIII;

(d) All of Section 3 of Article VIII;

(e) All of Section 3 of Article X.

KNOW ALL MEN BY THESE PRESENTS:

* * * * *

That we, the undersigned, being all of the persons appointed by the incorporator to act as the first Board of Directors of AMERICAN EMERGENCY PHYSICIANS MEDICAL GROUP, INC., hereby assent to the foregoing bylaws and adopt the same as the bylaws of said corporation.

IN WITNESS WHEREOF, we have hereunto set our hands this 5th day of January, 1989.

/s/ Denis Kollar

DENIS KOLLAR, M.D.

/s/ J. Paul Holland

J. PAUL HOLLAND, M.D.

/s/ James J. Jones

JAMES L. JONES, M.D.

/s/ Norman Owashi

NORMAN OWASHI, M.D.

/s/ Neal Rouzier

NEAL ROUZIER, M.D.

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THIS IS TO CERTIFY:

That I am the duly elected, qualified and acting Secretary of AMERICAN EMERGENCY PHYSICIANS MEDICAL GROUP, INC., and that the above and foregoing bylaws were adopted as the bylaws of said corporation on January 5, 1989, by the persons appointed by the incorporator to act as the first directors of said corporation.

IN WITNESS WHEREOF, I have hereunto set my hand this 5th day of January, 1989.

/s/ James L. Jones

JAMES L. JONES, M.D.,

Secretary

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FIRST AMENDMENT TO BYLAWS

OF

AMERICAN EMERGENCY PHYSICIANS MEDICAL GROUP, INC.

A MEDICAL CORPORATION

Section 2. of Article III of the Bylaws of AMERICAN EMERGENCY PHYSICIANS MEDICAL GROUP, INC. is hereby amended to read as follows:

“Section 2. NUMBER AND QUALIFICATION OF DIRECTORS. The authorized number of directors shall be eight (8) until changed by a duly adopted amendment to the articles of incorporation or by an amendment to this bylaw adopted by the vote or written consent of holders of a majority of the outstanding shares entitled to vote; provided, however, that an amendment reducing the number of directors to a number less than eight (8) cannot be adopted if the votes cast against its adoption at a meeting, or the shares not consenting in the case of action by written consent, are equal to more than 16-2/3% of the outstanding shares entitled to vote.”

SECRETARY’S CERTIFICATE

THIS IS TO CERTIFY:

That I am the duly elected, qualified and acting Secretary of AMERICAN EMERGENCY PHYSICIANS MEDICAL GROUP, INC., and that the above and foregoing First Amendment to Bylaws was adopted and approved by the Directors and Shareholders of said corporation on February 15, 1990.

IN WITNESS WHEREOF, I have hereunto set my hand this 15th day of February, 1990.

/s/ James L. Jones

JAMES L. JONES, M.D.,

Secretary

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EX-3.19

Exhibit 3.19

ARTICLES OF INCORPORATION

OF

AMERICAN INVESTMENT ENTERPRISES, INC.

The undersigned, for the purpose of forming a corporation, pursuant to and by virtue of Chapter 78 of the Nevada Revised Statutes, hereby certify and adopt the following Articles of Incorporation.

ARTICLE I

NAME

The name of the corporation shall be AMERICAN INVESTMENT ENTERPRISES, INC.

ARTICLE II

PRINCIPAL OFFICE

The location of the principal office of the corporation in the State of Nevada is 300 South Fourth Street, Suite 700, Las Vegas, Nevada 89101. The corporation may also maintain an office or offices at such other place or places, either within or without the State of Nevada, as may be determined, from time to time, by the Board of Directors.

ARTICLE III

PURPOSES

The purpose for which this corporation is organized is to engage in any business or activity not forbidden by law or these Articles of Incorporation.

ARTICLE IV

CAPITAL STOCK

Section 1. Authorized Shares. The aggregate number of shares which the corporation shall have authority to issue shall consist of a single class of 2,500 shares of common stock without par value.

Section 2. Consideration for Shares. The common stock authorized by Section 1 of this Article shall be issued for such consideration as shall be fixed, from time to time, by the Board of Directors. In the absence of fraud, the judgment of the directors as to the value of any property received in full or partial payment for shares shall be conclusive.

ARTICLE V

DIRECTORS

The members of the governing board of the corporation shall be styled directors. Pursuant to Nevada Revised Statutes Section 78.115, the number of directors shall be at least three (3), except in those cases where all the shares of the corporation are owned beneficially and of record by less than three (3) stockholders. The names and post office addresses of the directors constituting the first board of directors, which shall be three (3) in number, are:

NAME	ADDRESS
Thomas G. Bell	300 So. 4th Street, Las Vegas, NV.
Herman Eminger	1130 S. Highland Dr., Las Vegas, NV
Robert Forbuss	1130 S. Highland Dr., Las Vegas, NV.

The number of directors may be changed from time to time in such manner as shall be provided in the bylaws of the corporation.

ARTICLE VI

ASSESSMENT OF STOCK

The capital stock of this corporation, after the amount of the subscription price has been fully paid in, shall not be assessable for any purpose, and no stock issued as fully paid up shall ever be assessable or assessed. The holders of such stock shall not be individually responsible for the debts, contracts, or liabilities of the corporation and shall not be liable for assessments to restore impairments in the capital of the corporation.

ARTICLE VII

INCORPORATOR

The name and address of the incorporator signing these Articles of Incorporation is as follows:

NAME	ADDRESS
Thomas G. Bell	300 So. 4th Street, Las Vegas, NV.

ARTICLE VIII

TERM

The corporation shall have perpetual existence.

IN WITNESS WHEREOF, I have hereunto executed these Articles of Incorporation this 23 day of November, 1983.

/s/ Thomas G. Bell

STATE OF NEVADA)

)   ss.

COUNTY OF CLARK)

On this 23 day of Nov., 1983, before me, the undersigned, personally appeared Thomas G. Bell, known to me to be the person described in and who executed the foregoing instrument and who acknowledged that he executed the same.

/s/ X

NOTARY PUBLIC

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EX-3.20

Exhibit 3.20

BYLAWS

OF

AMERICAN INVESTMENT ENTERPRISES, INC.

ARTICLE I

STOCKHOLDERS

Section 1.01 Annual Meeting. The annual meeting of the stockholders of the corporation shall be held at 5:30 o’clock in the P.M. on the 1st day of June in each year, but if such date is a legal holiday then on the next succeeding business day, for the purpose of electing directors of the corporation to serve during the ensuing year and for the transaction of such other business as may properly come before the meeting. If the election of the directors is not held on the day designated herein for any annual meeting of the stockholders, or at any adjournment thereof, the president shall cause the election to be held at a special meeting of the stockholders as soon thereafter as is convenient.

Section 1.02 Special Meetings. Special meetings of the stockholders may be called by the president or the Board of Directors and shall be called by the president at the written request of the holders of not less than 51% of the issued and outstanding shares of capital stock of the corporation.

All business lawfully to be transacted by the stockholders may be transacted at any special meeting or at any adjournment thereof. However, no business shall be acted upon at a special meeting except that referred to in the notice calling the meeting, unless all of the outstanding capital stock of the corporation is represented either in person or by proxy. Where all of the capital stock is represented, any lawful business may be transacted and the meeting shall be valid for all purposes.

Section 1.03 Place of Meetings. Any meeting of the stockholders of the corporation may be held at its principal office in the State of Nevada or at such other place in or out of the United States as the Board of Directors may designate. A waiver of notice signed by the stockholders entitled to vote may designate any place for the holding of such meeting.

Section 1.04 Notice of Meetings.

(a) The secretary shall sign and deliver to all stockholders of record written or printed notice of any meeting at least ten (10) days, but not more than sixty (60) days, before the date of such meeting; which notice shall state the place, date, and time of the meeting, the general nature of the business to be transacted, and, in the case of any meeting at which directors are to be elected, the names of nominees, if any, to be presented for election.

(b) In the case of any meeting, any proper business may be presented for action, except that the following items shall be valid only if the general nature of the proposal is stated in the notice or written waiver of notice:

(1) Action with respect to any contract or transaction between the corporation and one or more of its directors or another firm, association, or corporation in which one or more of its directors has a material financial interest;

(2) Adoption of amendments to the Articles of Incorporation; or

(3) Action with respect to the merger, consolidation, reorganization, partial or complete liquidation, or dissolution of the corporation.

(c) The notice shall be personally delivered or mailed by first class mail to each stockholder of record at the last known address thereof, as the same appears on the books of the corporation, and the giving of such notice shall be deemed delivered the date the same is deposited in the United States mail, postage prepaid. If the address of any stockholder does not appear upon the books of the corporation, it will be sufficient to address any notice to such stockholder at the principal office of the corporation.

(d) The written certificate of the person calling any meeting, duly sworn, setting forth the substance of the notice, the time and place the notice was mailed or personally delivered to the several stockholders, and the addresses to which the notice was mailed shall be prima facie evidence of the manner and fact of giving such notice.

Section 1.05 Waiver of Notice. If all of the stockholders of the corporation shall waive notice of a meeting, no notice shall be required, and, whenever all of the stockholders shall meet in person or by proxy, such meeting shall be valid for all purposes without call or notice, and at such meeting any corporate action may be taken.

Section 1.06 Determination of Stockholders of Record.

(a) The Board of Directors may at any time fix a future date as a record date for the determination of the stockholders entitled to notice of any meeting or to vote or entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect of any other lawful action. The record date so fixed shall not be more than sixty (60) days prior to the date of such meeting nor more than sixty (60) days prior to any other action. When a record date is so fixed, only stockholders of record on that date are entitled to notice of and to vote at the meeting or to receive the dividend, distribution or allotment of rights, or to exercise their rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date.

(b) If no record date is fixed by the Board of Directors, then (1) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (2) the record date for determining stockholders entitled to give consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which written consent is given; and (3) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto, or the sixtieth (60th) day prior to the date of such other action, whichever is later.

Section 1.07 Quorum; Adjourned Meetings.

(a) At any meeting of the stockholders, a majority of the issued and outstanding shares of the corporation represented in person or by proxy, shall constitute a quorum.

(b) If less than a majority of the issued and outstanding shares are represented, a majority of shares so represented may adjourn from time to time at the meeting, until holders of the amount of stock required to constitute a quorum shall be in attendance. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted as originally called. When a stockholder’s meeting is adjourned to another time or place, notice need not be given of the adjourned

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meeting if the time and place thereof are announced at the meeting at which the adjournment is taken, unless the adjournment is for more than ten (10) days in which event notice thereof shall be given.

Section 1.08 Voting.

(a) Each stockholder of record, or such stockholder’s duly authorized proxy or attorney-in-fact shall be entitled to one (1) vote for each share of stock standing registered in such stockholder’s name on the books of the corporation on the record date.

(b) Except as otherwise provided herein, all votes with respect to shares standing in the name of an individual on the record date (included pledged shares) shall be cast only by that individual or such individual’s duly authorized proxy or attorney-in-fact. With respect to shares held by a representative of the estate of a deceased stockholder, guardian, conservator, custodian or trustee, votes may be cast by such holder upon proof of capacity, even though the shares do not stand in the name of such holder. In the case of shares under the control of a receiver, the receiver may cast votes carried by such shares even though the shares do not stand in the name of the receiver provided that the order of the court of competent jurisdiction which appoints the receiver contains the authority to cast votes carried by such shares. If shares stand in the name of a minor, votes may be cast only by the duly appointed guardian of the estate of such minor if such guardian has provided the corporation with written notice and proof of such appointment.

(c) With respect to shares standing in the name of a corporation on the record date, votes may be cast by such officer or agent as the bylaws of such corporation prescribe or, in the absence of an applicable bylaw provision, by such person as may be appointed by resolution of the Board of Directors of such corporation. In the event no person is so appointed, such votes of the corporation may be cast by any person (including the officer making the authorization) authorized to do so by the Chairman of the Board of Directors, President or any Vice-President of such corporation.

(d) Notwithstanding anything to the contrary herein contained, no votes may be cast by shares owned by this corporation or its subsidiaries, if any. If shares are held by this corporation or its subsidiaries, if any, in a fiduciary capacity, no votes shall be cast with respect thereto on any matter except to the extent that the beneficial owner thereof possesses and exercises either a right to vote or to give the corporation holding the same binding instructions on how to vote.

(e) With respect to shares standing in the name of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, husband and wife as community property, tenants by the entirety, voting trustees, persons entitled to vote under a stockholder voting agreement or other-otherwise and shares held by two or more persons (including proxy holders) having the same fiduciary relationship respect in the same shares, votes may be cast in the following manner:

(1) If only one such person votes, the vote of such person binds all.

(2) If more than one person casts votes, the act of the majority so voting binds all.

(3) If more than one person casts votes, but the vote is evenly split on a particular matter, the votes shall be deemed cast proportionately, as split.

(f) Any holder of shares entitled to vote on any matter may cast a portion of the votes in favor of such matter and refrain from casting the remaining votes or cast the same against the proposal, except in the case of elections of directors. If such holder entitled to vote fails to specify the number of affirmative votes, it will be conclusively presumed that the holder is casting affirmative votes with respect to all shares held.

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(g) If a quorum is present, the affirmative vote of holders of a majority of the shares represented at the meeting and entitled to vote on any matter shall be the act of the stockholders, unless a vote of greater number or voting by classes is required by the laws of the State of Nevada, the Articles of Incorporation or these Bylaws.

Section 1.09 Proxies. At any meeting of stockholders, any holder of shares entitled to vote may authorize another person or persons to vote by proxy with respect to the shares held by an instrument in writing and subscribed to by the holder of such shares entitled to vote. No proxy shall be valid after the expiration of six (6) months from the date of execution thereof, unless coupled with an interest or unless otherwise specified in the proxy. In no event shall the term of a proxy exceed seven (7) years from the date of its execution. Every proxy shall continue in full force and effect until its expiration or revocation. Revocation may be effected by filing an instrument revoking the same or a duly executed proxy bearing a later date with the secretary of the corporation.

Section 1.10 Order of Business. At the annual stockholder’s meeting, the regular order of business shall be as follows:

1. Determination of stockholders present and existence of quorum;

2. Reading and approval of the minutes of the previous meeting or meetings;

3. Reports of the Board of Directors, the president, treasurer and secretary of the corporation, in the order named;

4. Reports of committees;

5. Election of directors;

6. Unfinished business;

7. New business;

8. Adjournment.

Section 1.11 Absentees Consent to Meetings. Transactions of any meeting of the stockholders are as valid as though had at a meeting duly held after regular call and notice if a quorum is present, either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not present in person or by proxy (and those who, although present, either object at the beginning of the meeting to the transaction of any business because the meeting has not been lawfully called or convened or expressly object at the meeting to the consideration of matters not included in the notice which are legally required to be included therein), signs a written waiver of notice and/or consent to the holding of the meeting or an approval of the minutes thereof. All such waivers, consents, and approvals shall be filed with the corporate records and made a part of the minutes of the meeting. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person objects at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters not included in the notice if such objection is expressly made at the beginning. Neither the business to be transacted at nor the purpose of any regular or special meeting of stockholders need be specified in any written waiver of notice, except as otherwise provided in Section 1.04(b) of these Bylaws.

Section 1.12 Action Without Meeting. Any action, except the election of directors, which may be taken by the vote of the stockholders at a meeting may be taken without a meeting if consented to by the holders

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of a majority of the shares entitled to vote or such greater proportion as may be required by the laws of the State of Nevada, the Articles of Incorporation, or these Bylaws. Whenever action is taken by written consent, a meeting of stockholders need not be called or noticed.

Section 1.13 Telephonic Meetings. Meetings of the stockholders may be held through the use of a conference telephone or similar communications equipment so long as all members participating in such meeting can hear one another at the time of such meeting. Participation in such a meeting constitutes presence in person at such meeting.

ARTICLE II

DIRECTORS

Section 2.01 Number, Tenure, and Qualifications. Except as otherwise provided herein, the Board of Directors of the corporation shall consist of at least three (3) persons, who shall be elected at the annual meeting of the stockholders of the corporation and who shall hold office for one (1) year or until their successors are elected and qualify. If, at any time, the number of stockholders of the corporation is less than three (3), the Board of Directors may consist of fewer persons, but shall not be less than the number of stockholders. A director need not be a stockholder of the corporation.

Section 2.02 Resignation. Any director may resign effective upon giving written notice to the chairman of the Board of Directors, the president, or the secretary of the corporation, unless the notice specifies a later time for effectiveness of such resignation. If the Board of Directors accepts the resignation of a director tendered to take effect at a future date, the Board or the stockholders may elect a successor to take office when the resignation becomes effective.

Section 2.03 Reduction in Number. No reduction of the number of directors shall have the effect of removing any director prior to the expiration of his term of office.

Section 2.04 Removal.

(a) The Board of Directors or the stockholders of the corporation, by majority vote, may declare vacant the office of a director who has been declared incompetent by an order of a court of competent jurisdiction or convicted of a felony.

Section 2.05 Vacancies.

(a) A vacancy in the Board of Directors because of death, resignation, removal, change in number of directors, or otherwise may be filled by the stockholders at any regular or special meeting or any adjourned meeting thereof (but not by written consent) or the remaining director(s) by the affirmative vote of a majority thereof. Each successor so elected shall hold office until the next annual meeting of stockholders or until a successor shall have been duly elected and qualified.

(b) If, after the filling of any vacancy by the directors, the directors then in office who have been elected by the stockholders shall constitute less than a majority of the directors then in office, any holder or holders of an aggregate of five percent (5%) or more of the total number of shares entitled to vote may call a special meeting of stockholders to be held to elect the entire Board of Directors. The term of office of any director shall terminate upon such election of a successor.

Section 2.06 Regular Meetings. Immediately following the adjournment of, and at the same place as, the annual meeting of the stockholders, the Board of Directors, including directors newly elected, shall hold its annual meeting without notice, other than this provision, to elect officers of the corporation and to transact

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such further business as may be necessary or appropriate. The Board of Directors may provide by resolution the place, date, and hour for holding additional regular meetings.

Section 2.07 Special Meetings. Special meetings of the Board of Directors may be called by the chairman and shall be called by the chairman upon the request of any two (2) directors or the president of the corporation.

Section 2.08 Place of Meetings. Any meeting of the directors of the corporation may be held at its principal office in the State of Nevada or at such other place in or out of the United States as the Board of Directors may designate. A waiver of notice signed by the directors may designate any place for the holding of such meeting.

Section 2.09 Notice of Meetings. Except as otherwise provided in Section 2.06, the chairman shall deliver to all directors written or printed notice of any special meeting, at least three (3) days before the date of such meeting, by delivery of such notice personally or mailing such notice first class mail or by telegram. If mailed, the notice shall be deemed delivered two (2) business days following the date the same is deposited in the United States mail, postage prepaid. Any director may waive notice of any meeting, and the attendance of a director at a meeting shall constitute a waiver of notice of such meeting, unless such attendance is for the express purpose of objecting to the transaction of business thereat because the meeting is not properly called or convened.

Section 2.10 Quorum; Adjourned Meetings.

(a) A majority of the Board of Directors in office shall constitute a quorum.

(b) At any meeting of the Board of Directors where a quorum is not present, a majority of those present may adjourn, from time to time, until a quorum is present, and no notice of such adjournment shall be required. At any adjourned meeting where a quorum is present, any business may be transacted which could have been transacted at the meeting originally called.

Section 2.11 Action without Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if a written consent thereto is signed by all of the members of the Board of Directors or of such committee. Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Directors or committee. Such action by written consent shall have the same force and effect as the unanimous vote of the Board of Directors or committee.

Section 2.12 Telephonic Meetings. Meetings of the Board of Directors may be held through the use of a conference telephone or similar communications equipment so long as all members participating in such meeting can hear one another at the time of such meeting. Participation in such a meeting constitutes presence in person at such meeting.

Section 2.13 Board Decisions. The affirmative vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 2.14 Powers and Duties.

(a) Except as otherwise provided in the Articles of Incorporation or the laws of the State of Nevada, the Board of Directors is invested with the complete and unrestrained authority to manage the affairs of the corporation, and is authorized to exercise for such purpose as the general agent of the corporation, its entire corporate authority in such manner as it sees fit. The Board of Directors may delegate any of its authority to manage, control or conduct the current business of the corporation to any standing or special committee or

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to any officer or agent and to appoint any persons to be agents of the corporation with such powers, including the power to subdelegate, and upon such terms as may be deemed fit.

(b) The Board of Directors shall present to the stockholders at annual meetings of the stockholders, and when called for by a majority vote of the stockholders at a special meeting of the stockholders, a full and clear statement of the condition of the corporation, and shall, at request, furnish each of the stockholders with a true copy thereof.

(c) The Board of Directors, in its discretion, may submit any contract or act for approval or ratification at any annual meeting of the stockholders or any special meeting properly called for the purpose of considering any such contract or act, provided a quorum is present. The contract or act shall be valid and binding upon the corporation and upon all the stockholders thereof, if approved and ratified by the affirmative vote of a majority of the stockholders at such meeting.

Section 2.15 Compensation. The directors shall be allowed and paid all necessary expenses incurred in attending any meetings of the Board, but shall not receive any compensation for their services as directors until such time as the corporation is able to declare and pay dividends on its capital stock.

Section 2.16 Board Officers.

(a) At its annual meeting, the Board of Directors shall elect, from among its members, a chairman to preside at meetings of the Board of Directors. The Board of Directors may also elect such other board officers and for such term as it may, from time to time, determine advisable.

(b) Any vacancy in any board office because of death, resignation, removal or otherwise may be filled by the Board of Directors for the unexpired portion of the term of such office.

Section 2.17 Order of Business. The order of business at any meeting of the Board of Directors shall be as follows:

1.   Determination of members present and existence of quorum;

2.   Reading and approval of the minutes of any previous meeting or meetings;

3.   Reports of officers and committeemen;

4.   Election of officers;

5.   Unfinished business;

6.   New business;

7.   Adjournment.

ARTICLE III

OFFICERS

Section 3.01 Election. The Board of Directors, at its first meeting following the annual meeting of stockholders, shall elect a president, a secretary and a treasurer to hold office for one (1) year next coming and until their successors are elected and qualify. Any person may hold two or more offices. The Board of Directors may, from time to time, by resolution, appoint one or more vice-presidents, assistant secretaries,

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assistant treasurers and transfer agents of the corporation as it may deem advisable; prescribe their duties; and fix their compensation.

Section 3.02 Removal; Resignation. Any officer or agent elected or appointed by the Board of Directors may be removed by it whenever, in its judgment, the best interests of the corporation would be served thereby. Any officer may resign at any time upon written notice to the corporation without prejudice to the rights, if any, of the corporation under any contract to which the resigning officer is a party.

Section 3.03 Vacancies. Any vacancy in any office because of death, resignation, removal or otherwise may be filled by the Board of Directors for the unexpired portion of the term of such office.

Section 3.04 President. The president shall be the general manager and executive officer of the corporation, subject to the supervision and control of the Board of Directors, and shall direct the corporate affairs, with full power to execute all resolutions and orders of the Board of Directors not especially entrusted to some other officer of the corporation. The president shall preside at all meetings of the stockholders and shall sign the certificates of stock issued by the corporation, and shall perform such other duties as shall be prescribed by the Board of Directors.

Unless otherwise ordered by the Board of Directors, the president shall have full power and authority on behalf of the corporation to attend and to act and to vote at any meetings of the stockholders of any corporation in which the corporation may hold stock and, at any such meetings, shall possess and may exercise any and all rights and powers incident to the ownership of such stock. The Board of Directors, by resolution from time to time, may confer like powers on any person or persons in place of the president to represent the corporation for these purposes.

Section 3.05 Vice-President. The Board of Directors may elect one or more vice-presidents who shall be vested with all the powers and perform all the duties of the president whenever the president is absent or unable to act, including the signing of the certificates of stock issued by the corporation, and the vice-president shall perform such other duties as shall be prescribed by the Board of Directors.

Section 3.06 Secretary. The secretary shall keep the minutes of all meetings of the stockholders and the Board of Directors in books provided for that purpose. The secretary shall attend to the giving and service of all notices of the corporation, may sign with the president in the name of the corporation all contracts authorized by the Board of Directors or appropriate committee, shall have the custody of the corporate seal, shall affix the corporate seal to all certificates of stock duly issued by the corporation, shall have charge of stock certificate books, transfer books and stock ledgers, and such other books and papers as the Board of Directors or appropriate committee may direct, and shall, in general, perform all duties incident to the office of the secretary. All corporate books kept by the secretary shall be open for examination by any director at any reasonable time.

Section 3.07 Assistant Secretary. The Board of Directors may appoint an assistant secretary who shall have such powers and perform such duties as may be prescribed for him by the secretary of the corporation or by the Board of Directors.

Section 3.08 Treasurer. The treasurer shall be the chief financial officer of the corporation, subject to the supervision and control of the Board of Directors, and shall have custody of all the funds and securities of the corporation. When necessary or proper, the treasurer shall endorse on behalf of the corporation for collection checks, notes, and other obligations, and shall deposit all monies to the credit of the corporation in such bank or banks or other depository as the Board of Directors may designate, and shall sign all receipts and vouchers for payments made by the corporation. Unless otherwise specified by the Board of Directors, the treasurer shall sign with the president all bills of exchange and promissory notes of the corporation, shall also have the care and custody of the stocks, bonds, certifificates, vouchers, evidence of

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debts, securities, and such other property belonging to the corporation as the Board of Directors shall designate, and shall sign all papers required by law, by these Bylaws, or by the Board of Directors to be signed by the treasurer. The treasurer shall enter regularly in the books of the corporation, to be kept for that purpose, full and accurate accounts of all monies received and paid on account of the corporation and, whenever required by the Board of Directors, the treasurer shall render a statement of any or all accounts. The treasurer shall at all reasonable times exhibit the books of account to any directors of the corporation and shall perform all acts incident to the position of treasurer subject to the control of the Board of Directors.

The treasurer shall, if required by the Board of Directors, give bond to the corporation in such sum and with such security as shall be approved by the Board of Directors for the faithful performance of all the duties of treasurer and for restoration to the corporation, in the event of the treasurer’s death, resignation, retirement or removal from office, of all books, records, papers, vouchers, money and other property belonging to the corporation. The expense of such bond shall be borne by the corporation.

Section 3.09 Assistant Treasurer. The Board of Directors may appoint an assistant treasurer who shall have such powers and perform such duties as may be prescribed by the treasurer of the corporation or by the Board of Directors, and the Board of Directors may require the assistant treasurer to give a bond to the corporation in such sum and with such security as it may approve, for the faithful performance of the duties of assistant treasurer, and for restoration to the corporation, in the event of the assistant treasurer’s death, resignation, retirement or removal from office, of all books, records, papers, vouchers, money and other property belonging to the corporation. The expense of such bond shall be borne by the corporation.

ARTICLE IV

CAPITAL STOCK

Section 4.01 Issuance. Shares of capital stock of the corporation shall be issued in such manner and at such times and upon such conditions as shall be prescribed by the Board of Directors.

Section 4.02 Certificates. Ownership in the corporation shall be evidenced by certificates for shares of stock in such form as shall be prescribed by the Board of Directors, shall be under the seal of the corporation and shall be signed by the president or the vice-president and also by the secretary or an assistant secretary. Each certificate shall contain the name of the record holder, the number, designation, if any, class or series of shares represented, a statement of summary of any applicable rights, preferences, privileges or restrictions thereon, and a statement that the shares are assessable, if applicable. All certificates shall be consecutively numbered. The name and address of the stockholder, the number of shares, and the date of issue shall be entered on the stock transfer books of the corporation.

Section 4.03 Surrender; Lost or Destroyed Certificates. All certificates surrendered to the corporation, except those representing shares of treasury stock, shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been cancelled, except that in case of a lost, stolen, destroyed or mutilated certificate, a new one may be issued therefor. However, any stockholder applying for the issuance of a stock certificate in lieu of one alleged to have been lost, stolen, destroyed or mutilated shall, prior to the issuance of a replacement, provide the corporation with his, her or its affidavit of the facts surrounding the loss, theft, destruction or mutilation and an indemnity bond in an amount and upon such terms as the treasurer, or the Board of Directors, shall require. In no case shall the bond be in an amount less than twice the current market value of the stock and it shall indemnify the corporation against any loss, damage, cost or inconvenience arising as a consequence of the issuance of a replacement certificate.

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Section 4.04 Replacement Certificate. When the Articles of Incorporation are amended in any way affecting the statements contained in the certificates for outstanding shares of capital stock of the corporation or it becomes desirable for any reason, including, without limitation, the merger or consolidation of the corporation with another corporation or the reorganization of the corporation, to cancel any outstanding certificate for shares and issue a new certificate therefor conforming to the rights of the holder, the Board of Directors may order any holders of outstanding certificates for shares to surrender and exchange the same for new certificates within a reasonable time to be fixed by the Board of Directors. The order may provide that a holder of any certificate(s) ordered to be surrendered shall not be entitled to vote, receive dividends or exercise any other rights of stockholders until the holder has complied with the order provided that such order operates to suspend such rights only after notice and until compliance.

Section 4.05 Transfer of Shares. No transfer of stock shall be valid as against the corporation except on surrender and cancellation of the certificate therefor, accompanied by an assignment or transfer by the registered owner made either in person or under assignment. Whenever any transfer shall be expressly made for collateral security and not absolutely, the collateral nature of the transfer shall be reflected in the entry of transfer on the books of the corporation.

Section 4.06 Transfer Agent. The Board of Directors may appoint one or more transfer agents and registrars of transfer and may require all certificates for shares of stock to bear the signature of such transfer agent and such registrar of transfer.

Section 4.07 Stock Transfer Books. The stock transfer books shall be closed for a period of ten (10) days prior to all meetings of the stockholders and shall be closed for the payment of dividends as provided in Article V hereof and during such periods as, from time to time, may be fixed by the Board of Directors, and, during such periods, no stock shall be transferable.

Section 4.08 Miscellaneous. The Board of Directors shall have the power and authority to make such rules and regulations not inconsistent herewith as it may deem expedient concerning the issue, transfer, and registration of certificates for shares of the capital stock of the corporation.

ARTICLE V

DIVIDENDS

Section 5.01 Dividends may be declared, subject to the provisions of the laws of the State of Nevada and the Articles of Incorporation, by the Board of Directors at any regular or special meeting and may be paid in cash, property, shares of corporate stock, or any other medium. The Board of Directors may fix in advance a record date, as provided in Section 1.06 of these Bylaws, prior to the dividend payment for the purpose of determining stockholders entitled to receive payment of any dividend. The Board of Directors may close the stock transfer books for such purpose for a period of not more than ten (10) days prior to the payment date of such dividend.

ARTICLE VI

OFFICES; RECORDS; REPORTS; SEAL; AND FINANCIAL MATTERS

Section 6.01 Principal Office. The principal office of the corporation in the State of Nevada shall be at Suite 700, Valley Bank Plaza, 300 South Fourth Street, Las Vegas, Nevada, and the corporation may have an office in any other state or territory as the Board of Directors may designate.

Section 6.02 Records. The stock transfer books and a certified copy of the Bylaws, Articles of Incorporation, any amendments thereto, and the minutes of the proceedings of stockholders, the Board of

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Directors, and committees of the Board of Directors shall be kept at the principal office of the corporation for the inspection of all who have the right to see the same and for the transfer of stock. All other books of the corporation shall be kept at such places as may be prescribed by the Board of Directors.

Section 6.03 Financial Report on Request. Any stockholder or stockholders holding at least five percent (5%) of the outstanding shares of any class of stock may make a written request for an income statement of the corporation for the three (3) month, six (6) month, or nine (9) month period of the current fiscal year ended more than thirty (30) days prior to the date of the request and a balance sheet of the corporation as of the end of such period. In addition, if no annual report for the last fiscal year has been sent to stockholders, such stockholder or stockholders may make a request for a balance sheet as of the end of such fiscal year and an income statement and statement of changes in financial position for such fiscal year. The statements shall be delivered or mailed to the person making the request within thirty (30) days thereafter. A copy of the statements shall be kept on file in the principal office of the corporation for twelve (12) months, and such copies shall be exhibited at all reasonable times to any stockholder demanding an examination of them or a copy shall be mailed to each stockholder. Upon request by any stockholder, there shall be mailed to the stockholder a copy of the last annual, semiannual, or quarterly income statement which it has prepared and a balance sheet as of the end of the period. The financial statements referred to in this Section 6.03 shall be accompanied by the report thereon, if any, of any independent accountants engaged by the corporation or the certificate of an authorized officer of the corporation that such financial statements were prepared without audit from the books and records of the corporation.

Section 6.04 Right of Inspection.

(a) The accounting books and records and minutes of proceedings of the stockholders and the Board of Directors and committees of the Board of Directors shall be open to inspection upon the written demand of any stockholder or holder of a voting trust certificate at any reasonable time during usual business hours for a purpose reasonably related to such holder’s interest as a stockholder or as the holder of such voting trust certificate. This right of inspection shall extend to the records of the subsidiaries, if any, of the corporation. Such inspection may be made in person or by agent or attorney, and the right of inspection includes the right to copy and make extracts.

(b) Every director shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents of every kind and to inspect the physical properties of the corporation and/or its subsidiary corporations. Such inspection may be made in person or by agent or attorney, and the right of inspection includes the right to copy and make extracts.

Section 6.05 Corporate Seal. The Board of Directors may, by resolution, authorize a seal, and the seal may be used by causing it, or a facsimile, to be impressed or affixed or reproduced or otherwise. Except when otherwise specifically provided herein, any officer of the corporation shall have the authority to affix the seal to any document requiring it.

Section 6.06 Fiscal Year. The fiscal year-end of the corporation shall be March 11 or such other term as may be fixed by resolution of the Board of Directors.

Section 6.07 Reserves. The Board of Directors may create, by resolution, out of the earned surplus of the corporation such reserves as the directors may, from time to time, in their discretion, think proper to provide for contingencies, or to equalize dividends or to repair or maintain any property of the corporation, or for such other purpose as the Board of Directors may deem beneficial to the corporation, and the directors may modify or abolish any such reserves in the manner in which they were created.

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ARTICLE VII

INDEMNIFICATION

Section 7.01 In General. Subject to the laws of the State of Nevada, the corporation shall indemnify any director, officer, employee or agent of the corporation, or any person serving in any such capacity of any other entity or enterprise at the request of the corporation, against any and all legal expenses (including attorney’s fees), claims and/or liabilities arising out of any action, suit or proceeding, except an action by or in the right of the corporation.

Section 7.02 Lack of Good Faith; Criminal Conduct. The corporation shall not be required to indemnify any person unless such person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, where there was no reasonable cause to believe the conduct was unlawful. The termination of any action, suit or proceeding by judgment, order or settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation, and that, with respect to any criminal action or proceeding, there was reasonable cause to believe that the conduct was unlawful. Moreover, the corporation shall not indemnify any person adjudged to be liable for negligence or misconduct in the performance of a duty to the corporation unless and only to the extent that the court in which such action or suit was brought determines upon application that, despite the adjudication of liability, such person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

Section 7.03 Successful Defense of Actions. The corporation shall reimburse or otherwise indemnify any director, officer, employee, or agent against legal expenses (including attorneys’ fees) actually and reasonably incurred in connection with defense of any action, suit, or proceeding hereinabove referred to, to the extent such person is successful on the merits or otherwise.

Section 7.04 Authorization. Indemnification shall be made by the corporation only when authorized in the specific case and upon a determination that indemnification is proper by:

(1) The stockholders;

(2) A majority vote of a quorum of the Board of Directors, consisting of directors who were not parties to the action, suit, or proceeding; or

(3) Independent legal counsel in a written opinion, if a quorum of disinterested directors orders or if a quorum of disinterested directors cannot be obtained.

Section 7.05 Advancing Expenses. Expenses incurred in defending any action, suit, or proceeding may be paid by the corporation in advance of the final disposition, when authorized by the Board of Directors, upon receipt of an undertaking by or on behalf of the person defending to repay such advances if indemnification is not ultimately available under these provisions.

Section 7.06 Other Rights; Continuing Indemnification. The indemnification provided by these Bylaws does not exclude any other rights to which the person seeking indemnification may be entitled under the law and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

Section 7.07 Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation or who is or was serving at the request of the corporation in any capacity against any liability asserted.

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ARTICLE VIII

BYLAWS

Section 8.01 Amendment. These Bylaws may only be altered, amended, or repealed at a meeting of the shareholders at which a quorum is present by the affirmative vote of the holders of two-thirds (2/3rds) of the capital stock of the corporation entitled to vote or by the consent of the shareholders in accordance with Section 1.12 of these Bylaws.

Section 8.02 Additional Bylaws. Additional bylaws not inconsistent herewith may be adopted by the Board of Directors at any meeting of the Board of Directors at which a quorum is present by an affirmative vote of a majority of the directors present or by the unanimous consent of the Board of Directors in accordance with Section 2.11 of these Bylaws. Any bylaws so adopted shall be presented to the stockholders for alteration, amendment, or repeal in accordance with Section 8.01 of these Bylaws.

CERTIFICATION

I, the undersigned, being the duly elected secretary of the corporation, do hereby certify that the foregoing Bylaws were adopted by the Board of Directors the 22nd day of May, 1984.

/s/

Secretary

                                                                                                           , 19

Gentlemen:

I herewith tender my resignation as Director of to take effect upon acceptance by its Board of Directors and upon the election of my successor.

Very truly yours,

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EX-3.21

Exhibit 3.21

CERTIFICATE OF INCORPORATION

of

AMERICAN MEDICAL PATHWAYS, INC.

1.The name of this corporation is American Medical Pathways, Inc.

2.The registered office of this corporation in the State of Delaware is located at 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3.The purpose of this corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

4.The total number of shares of stock that this corporation shall have authority to issue is three thousand (3,000) shares of Common Stock, $.0l par value per share. Each share of Common Stock shall be entitled to one vote.

5.The name and mailing address of the incorporator is: Kathleen Green, American Medical Response, Inc., 2821 South Parker Road, 10th Floor, Aurora, Colorado 80014.

6.Except as otherwise provided in the provisions establishing a class or series of stock, the number of authorized shares of any class of stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of the corporation entitled to vote irrespective of the provisions of Section 242(b)(2) of the General Corporation Law of the State of Delaware.

7.The election of directors need not be by written ballot unless the by-laws shall so require.

8.In furtherance and not in limitation of the power conferred upon the sole director by law, the sole director shall have power to make, adopt, alter, amend and repeal from time to time by-laws of this corporation, subject to the right of the stockholders entitled to vote with respect thereto to alter and repeal by-laws made by the sole director.

9.The director of this corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent that exculpation from liability is not permitted under the General Corporation Law of the State of Delaware as in effect at the time such liability is determined. No amendment or repeat of this paragraph 9 shall apply to or have any effect on the liability or alleged liability of the director of the corporation for or with respect to any acts or omissions of the director occurring prior to such amendment or repeal.

10.This corporation shall, to the maximum extent permitted from time to time under the law of the State of Delaware, indemnify and upon request advance expenses to any person who is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit, proceeding or claim, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was or has agreed to be a director or officer of this corporation or while a director or officer is or was servicing at the request of this corporation as a director, officer, partner, trustee, employee or agent of any corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against expenses (including attorney’s fees and expenses), judgments, fines, penalties and amounts paid in settlement incurred (and not otherwise recovered) in connection with the investigation, preparation to defend or defense of such action, suit, proceeding or claim; provided, however, that the foregoing shall not require this corporation to indemnify or advance expenses to any person in connection with any action, suit, proceeding, claim or counterclaim initiated by or on behalf of such person. Such indemnification shall not be exclusive of other indemnification rights arising under any by-law, agreement, vote of director or stockholders or otherwise and shall inure to the benefit of the heirs and legal representatives of such person. Any person seeking indemnification under this paragraph 10 shall be deemed to have met the standard of conduct required for such indemnification unless the contrary shall be established. Any repeal or modification of the foregoing provisions of this paragraph 10 shall not adversely affect any right or protection of the director or officer of this corporation with respect to any acts or omissions of such director or officer occurring prior to such repeal or modification.

11.The books of this corporation may (subject to any statutory requirements) be kept outside the State of Delaware as may be designated by the sole director or in the by-laws of this corporation.

12.If at any time this corporation shall have a class of stock registered pursuant to the provisions of the Securities Exchange Act of 1934, for so long as such class is so registered, any action by the stockholders of such class must be taken at an annual or special meeting of stockholders and may not be taken by written consent.

THE UNDERSIGNED, the sole incorporator named above, hereby certifies that the facts stated above are true as of this 15th day of May, 1998.

/s/ Kathleen Green

Kathleen Green

Sole Incorporator

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

THE MEDICAL CONNECTION, INC.

INTO

AMERICAN MEDICAL PATHWAYS, INC.

American Medical Pathways, Inc. a corporation organized and existing under the laws of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: That this Corporation was incorporated in the state of Delaware, on the 15th day of May, 1998, pursuant to Section 101 of the General Corporation Law of the State of Delaware

SECOND: That this Corporation owns all of the outstanding shares of stock of The Medical Connection, Inc., a corporation incorporated in the state of Illinois, on the I day of July, 1984, pursuant to the Business Corporation Act of the State of Illinois.

THIRD: That this Corporation, by the following resolutions of its sole director duly adopted by the written consent, filed with the minutes of the meetings, on the 25th day of August, 1999, determined to and did merge into itself said The Medical Connection, Inc.:

RESOLVED, that American Medical Pathways, Inc. merge, and it hereby does merge into itself said The Medical Connection, Inc. and assumes all its obligations; and

FURTHER RESOLVED, that the merger shall be effective upon the date of filing with the Secretary of State of Delaware; and

FURTHER RESOLVED, that the proper officer of this Corporation be and he is hereby directed to make and execute a Certificate of Ownership and Merger setting forth a copy of the resolutions to merge said The Medical Connection, Inc. and assume its liabilities and obligations, and the date of adoption thereof, and to cause the sane to be filed with the Secretary of State and to do all acts and things whatsoever, whether within or without the State of Delaware, which may be in anywise necessary or proper to effect said merger; and

FOURTH: Anything herein or elsewhere to the contrary notwithstanding, this merger may be amended or terminated and abandoned by the sole director of American Medical Pathways, Inc. at any time prior to the time that this merger filed with the Secretary of state becomes effective.

IN WITNESS WHEREOF, said American Medical Pathways, Inc. has caused this Certificate to be signed by Joshua T. Gaines, its Vice President this 25 day of August, 1999.

AMERICAN MEDICAL PATHWAYS, INC.
By:	/s/ Joshua T. Gaines
	Joshua T. Gaines
	Vice President

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

AND OF REGISTERED AGENT

OF

AMERICAN MEDICAL PATHWAYS, INC.

It is hereby certified that:

1. The name of the corporation (hereinafter called the “corporation”) is:

AMERICAN MEDICAL PATHWAYS, INC.

2. The registered office of the corporation within the State of Delaware is hereby changed to 2711 Centerville Road, Suite 400, City of Wilmington 19808, County of New Castle.

3. The registered agent of the corporation within the State of Delaware is hereby changed to Corporation Service Company, the business office of which is identical with the registered office of the corporation as hereby changed.

4. The corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on 2-10-06, 2006

/s/Randy Owen

Name: Randy Owen

Title: Chief Financial Officer & VP

EX-3.22

Exhibit 3.22

BY-LAWS

OF

THE SUBSIDIARIES OF

AMERICAN MEDICAL RESPONSE, INC.

Section 1. LAW, CERTIFICATE OF INCORPORATION

AND BY-LAWS

1.1.   These by-laws are subject to the certificate of incorporation of the corporation. In these by-laws, references to law, the certificate of incorporation and by-laws mean the law, the provisions of the certificate of incorporation and the by-laws as from time to time in effect.

Section 2. STOCKHOLDERS

2.1.  Annual Meeting. The annual meeting of stockholders shall be held at 10:00 am on the second Tuesday in May in each year, unless that day be a legal holiday at the place where the meeting is to be held, in which case the meeting shall be held at the same hour on the next succeeding day not a legal holiday, or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect a board of directors and transact such other business as may be required by law or these by-laws or as may properly come before the meeting.

2.2.  Special Meetings. A special meeting of the stockholders may be called at any time by the chairman of the board, if any, the president or the board of directors. A special meeting of the stockholders shall be called by the secretary, or in the case of the death, absence, incapacity or refusal of the secretary, by an assistant secretary or some other officer, upon application of a majority of the directors. Any such application shall state the purpose or purposes of the proposed meeting. Any such call shall state the place, date, hour, and purposes of the meeting.

2.3.  Place of Meeting. All meetings of the stockholders for the election of directors or for any other purpose shall be held at such place within or without the state of incorporation as may be determined from time to time by the chairman of the board, if any, the president or the board of directors. Any adjourned session of any meeting of the stockholders shall be held at the place designated in the vote of adjournment.

2.4.  Notice of Meetings. Except as otherwise provided by law, a written notice of each meeting of stockholders stating the place, day and hour thereof and, in the case of a special meeting, the purposes for which the meeting is called, shall be given not less then ten nor more than sixty days before the meeting, to each stockholder entitled to vote thereat, and to each stockholder who, by law, by the certificate of incorporation or by these by-laws, is entitled to notice, by leaving such notice with him or at his residence or usual place of business, or by depositing it in the United States mail, postage prepaid, and addressed to such stockholder at his address as it appears in the records of the corporation. Such

notice shall be given by the secretary, or by an officer or person designated by the board of directors, or in the case of a special meeting by the officer calling the meeting. As to any adjourned session of any meeting of stockholders, notice of the adjourned meeting need not be given if the time and place thereof are announced at the meeting at which the adjournment was taken except that if the adjournment is for more than thirty days or if after the adjournment a new record date is set for the adjourned session, notice of any such adjourned session of the meeting shall be given in the manner heretofore described. No notice of any meeting of stockholders or any adjourned session thereof need be given to a stockholder if a written waiver of notice, executed before or after the meeting or such adjourned session by such stockholder, is filed with the records of the meeting or if the stockholder attends such meeting without objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the stockholders or any adjourned session thereof need be specified in any written waiver of notice.

2.5.  Quorum of Stockholders. At any meeting of the stockholders a quorum as to any matter shall consist of a majority of the votes entitled to be cast on the matter, except where a larger quorum is required by law, by the certificate of incorporation or by these by-laws. Any meeting may be adjourned from time to time by a majority of the votes properly cast upon the question, whether or not a quorum is present. If a quorum is present at an original meeting, a quorum need not be present at an adjourned session of that meeting. Shares of its own stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of any corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

2.6.  Action by Vote. When a quorum is present at any meeting, a plurality of the votes properly cast for election to any office shall elect to such office and a majority of the votes properly cast upon any question other than an election to an office shall decide the question, except when a larger vote is required by law, by the certificate of incorporation or by these by-laws. No ballot shall be required for any election unless requested by a stockholder present or represented at the meeting and entitled to vote in the election.

2.7.  Action without Meetings. Unless otherwise provided in the certificate of incorporation, any action required or permitted to be taken by stockholders for or in connection with any corporate action may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in the state of incorporation by hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. No written consent shall be effective to take the corporate action referred to therein unless written consents signed by a number of stockholders sufficient to take such action are delivered to the corporation in the manner specified in this paragraph within sixty days of the earliest dated consent so delivered.

If action is taken by consent of stockholders and in accordance with the

2

foregoing, there shall be filed with the records of the meetings of stockholders the writing or writings comprising such consent.

If action is taken by less than unanimous consent of stockholders, prompt notice of the taking of such action without a meeting shall be given to those who have not consented in writing and a certificate signed and attested to by the secretary that such notice was given shall be filed with the records of the meetings of stockholders.

In the event that the action which is consented to is such as would have required the filing of a certificate under any provision of the General Corporation Law of the State of Delaware, if such action had been voted upon by the stockholders at a meeting thereof, the certificate filed under such provision shall state, in lieu of any statement required by such provision concerning a vote of stockholders, that written consent has been given under Section 228 of said General Corporation Law and that written notice has been given as provided in such Section 228.

2.8.  Proxy Representation. Every stockholder may authorize another person or persons to act for him by proxy in all matters in which a stockholder is entitled to participate, whether by waiving notice of any meeting, objecting to or voting or participating at a meeting, or expressing consent or dissent without a meeting. Every proxy must be signed by the stockholder or by his attorney-in-fact. No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally. The authorization of a proxy may but need not be limited to specified action, provided, however, that if a proxy limits its authorization to a meeting or meetings of stockholders, unless otherwise specifically provided such proxy shall entitle the holder thereof to vote at any adjourned session but shall not be valid after the final adjournment thereof.

2.9.  Inspectors. The directors or the person presiding at the meeting may, and shall if required by applicable law, appoint one or more inspectors of election and any substitute inspectors to act at the meeting or any adjournment thereof. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspectors shall make a report in writing of any challenge, question or matter determined by them and execute a certificate of any fact found by them.

2.10.  List of Stockholders. The secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in his name. The stock ledger shall be the only evidence as to who are

3

stockholders entitled to examine such list or to vote in person or by proxy at such meeting.

Section 3. BOARD OF DIRECTORS

3.1.  Number. The corporation shall have one or more directors, the number shall be consistent with applicable law and shall be determined from time to time by vote of a majority of the directors then in office. No director need be a stockholder.

3.2.  Tenure. Each director shall hold office until the next annual meeting and until his successor is elected and qualified, or until he sooner dies, resigns, is removed or becomes disqualified.

3.3.  Powers. The business and affairs of the corporation shall be managed by or under the direction of the board of directors who shall have and may exercise all the powers of the corporation and do all such lawful acts and things as are not by law, the certificate of incorporation or these by-laws directed or required to be exercised or done by the stockholders.

3.4.  Vacancies. Vacancies and any newly created directorships resulting from any increase in the number of directors may be filled by vote of the holders of the particular class or series of stock entitled to elect such director at a meeting called for the purpose, or by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, in each case elected by the particular class or series of stock entitled to elect such directors. When one or more directors shall resign from the board, effective at a future date, a majority of the directors then in office, including those who have resigned, who were elected by the particular class or series of stock entitled to elect such resigning director or directors shall have power to fill such vacancy or vacancies, the vote or action by writing thereon to take effect when such resignation or resignations shall become effective. The directors shall have and may exercise all their powers notwithstanding the existence of one or more vacancies in their number, subject to any requirements of law or of the certificate of incorporation or of these by-laws as to the number of directors required for a quorum or for any vote or other actions.

3.5.  Committees. The board of directors may, by vote of a majority of the whole board, (a) designate, change the membership of or terminate the existence of any committee or committees, each committee to consist of one or more of the directors; (b) designate one or more directors as alternate members of any such committee who may replace any absent or disqualified member at any meeting of the committee; and (c) determine the extent to which each such committee shall have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation, including the power to authorize the seal of the corporation to be affixed to all papers which require it and the power and authority to declare dividends or to authorize the issuance of stock; excepting, however, such powers which by law, by the certificate of incorporation or by these by-laws they are prohibited from so delegating. In the absence or disqualification of any member of such committee and his alternate, if any, the member or members thereof present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Except as the board of directors may otherwise determine, any committee may make rules for the conduct

4

of its business, but unless otherwise provided by the board or such rules, its business shall be conducted as nearly as may be in the same manner as is provided by these by-laws for the conduct of business by the board of directors. Each committee shall keep regular minutes of its meetings and report the same to the board of directors upon request.

3.6.  Regular Meetings. Regular meetings of the board of directors may be held without call or notice at such places within or without the State of Delaware and at such times as the board may from time to time determine, provided that notice of the first regular meeting following any such determination shall be given to absent directors. A regular meeting of the directors may be held without call or notice immediately after and at the same place as the annual meeting of stockholders.

3.7.  Special Meetings. Special meetings of the board of directors may be held at any time and at any place within or without the state of incorporation designated in the notice of the meeting, when called by the chairman of the board, if any, the president, or by one-third or more in number of the directors, reasonable notice thereof being given to each director by the secretary or by the chairman of the board, if any, the president or any one of the directors calling the meeting.

3.8.  Notice. It shall be reasonable and sufficient notice to a director to send notice by mail or overnight courier at least forty-eight hours or by telegram at least twenty-four hours before the meeting addressed to him at his usual or last known business or residence address or to give notice to him in person or by telephone at least twenty-four hours before the meeting. Notice of a meeting need not be given to any director if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. Neither notice of a meeting nor a waiver of a notice need specify the purposes of the meeting.

3.9.  Quorum. Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, at any meeting of the directors a majority of the directors then in office shall constitute a quorum; a quorum shall not in any case be less than one-third of the total number of directors constituting the whole board. Any meeting may be adjourned from time to time by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

3.10.  Action by Vote. Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, when a quorum is present at any meeting the vote of a majority of the directors present shall be the act of the board of directors.

3.11.  Action Without a Meeting. Any action required or permitted to be taken at any meeting of the board of directors or a committee thereof may be taken without a meeting if all the members of the board or of such committee, as the case may be, consent thereto in writing, and such writing or writings are filed with the records of the meetings of the board or of such committee. Such consent shall be treated for all purposes as the act of the board or of such committee, as the case may be.

3.12.  Participation in Meetings by Conference Telephone. Members of the board of directors, or any committee designated by such board, may participate in a meeting of such board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in

5

the meeting can hear each other or by any other means permitted by law. Such participation shall constitute presence in person at such meeting.

3.13.  Compensation. In the discretion of the board of directors, each director may be paid such fees for his services as director and be reimbursed for his reasonable expenses incurred in the performance of his duties as director as the board of directors from time to time may determine. Nothing contained in this section shall be construed to preclude any director from serving the corporation in any other capacity and receiving reasonable compensation therefor.

3.14.  Interested Directors and Officers.

(a)  No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of the corporation’s directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if:

(1)  The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or

(2)  The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or

(3)  The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the board of directors, a committee thereof, or the stockholders.

(b)  Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes the contract or transaction.

Section 4. OFFICERS AND AGENTS

4.1.  Enumeration; Qualification. The officers of the corporation shall be a president, a treasurer, a secretary and such other officers, if any, as the board of directors from time to time may in its discretion elect or appoint including without limitation a chairman of the board, one or more vice presidents and a controller. The corporation may also have such agents, if any, as the board of directors from time to time may in its discretion choose. Any officer may be but none need be a director or stockholder. Any two or more offices may be held by the same person. Any officer may be required by the board of directors to secure the faithful performance of his duties to the corporation by giving bond in such amount and with sureties or otherwise as the board of directors may determine.

4.2.  Powers. Subject to law, to the certificate of incorporation and to the

6

other provisions of these by-laws, each officer shall have, in addition to the duties and powers herein set forth, such duties and powers as are commonly incident to his office and such additional duties and powers as the board of directors may from time to time designate.

4.3.  Election. The officers may be elected by the board of directors at their first meeting following the annual meeting of the stockholders or at any other time. At any time or from time to time the directors may delegate to any officer their power to elect or appoint any other officer or any agents.

4.4.  Tenure. Each officer shall hold office until his respective successor is chosen and qualified unless a shorter period shall have been specified by the terms of his election or appointment, or in each case until he sooner dies, resigns, is removed or becomes disqualified. Each agent shall retain his authority at the pleasure of the directors, or the officer by whom he was appointed or by the officer who then holds agent appointive power.

4.5.  Chairman of the Board of Directors, President and Vice President. The chairman of the board, if any, shall have such duties and powers as shall be designated from time to time by the board of directors. Unless the board of directors otherwise specifies, the chairman of the board, or if there is none the chief executive officer, shall preside, or designate the person who shall preside, at all meetings of the stockholders and of the board of directors.

Unless the board of directors otherwise specifies, the president shall be the chief executive officer and shall have direct charge of all business operations of the corporation and, subject to the control of the directors, shall have general charge and supervision of the business of the corporation.

Any vice presidents shall have such duties and powers as shall be set forth in these by-laws or as shall be designated from time to time by the board of directors or by the president.

4.6.  Treasurer and Assistant Treasurers. Unless the board of directors otherwise specifies, the treasurer shall be in charge of the corporation’s funds and valuable papers, and shall have such other duties and powers as may be designated from time to time by the board of directors or by the president. If no controller is elected, the treasurer shall, unless the board of directors otherwise specifies, also have the duties and powers of the controller. Any assistant treasurers shall have such duties and powers as shall be designated from time to time by the board of directors, the president or the treasurer.

4.7.  Controller and Assistant Controllers. If a controller is elected, he shall, unless the board of directors otherwise specifies, be in charge of its books of account and accounting records, and of its accounting procedures. He shall have such other duties and powers as may be designated from time to time by the board of directors, the president or the treasurer. Any assistant controller shall have such duties and powers as shall be designated from time to time by the board of directors, the president, the treasurer or the controller.

4.8.  Secretary and Assistant Secretaries. The secretary shall record all proceedings of the stockholders, of the board of directors and of committees of the board of directors in a book or series of books to be kept therefor and shall file therein all actions by written consent of stockholders or directors. In the absence of the secretary from any meeting, an assistant secretary, or if there be none or he is absent, a temporary secretary chosen at the meeting, shall record the proceedings thereof. Unless a transfer agent has been appointed

7

the secretary shall keep or cause to be kept the stock and transfer records of the corporation, which shall contain the names and record addresses of all stockholders and the number of shares registered in the name of each stockholder. He shall have such other duties and powers as may from time to time be designated by the board of directors or the president. Any assistant secretaries shall have such duties and powers as shall be designated from time to time by the board of directors, the president or the secretary.

Section 5. RESIGNATIONS AND REMOVALS

5.1.  Any director or officer may resign at any time by delivering his resignation in writing to the chairman of the board, if any, the president, or the secretary or to a meeting of the board of directors. Such resignation shall be effective upon receipt unless specified to be effective at some other time, and without in either case the necessity of its being accepted unless the resignation shall so state. A director (including persons elected by stockholders or directors to fill vacancies in the board) may be removed from office with or without cause by the vote of the holders of a majority of the issued and outstanding shares of the particular class or series entitled to vote in the election of such director. The board of directors may at any time remove any officer either with or without cause. The board of directors may at any time terminate or modify the authority of any agent.

Section 6. VACANCIES

6.1.  If the office of the president or the treasurer or the secretary becomes vacant, the directors may elect a successor by vote of a majority of the directors then in office. If the office of any other officer becomes vacant, any person or body empowered to elect or appoint that officer may choose a successor. Each such successor shall hold office for the unexpired term, and in the case of the president, the treasurer and the secretary until his successor is chosen and qualified or in each case until he sooner dies, resigns, is removed or becomes disqualified. Any vacancy of a directorship shall be filled as specified in Section 3.4 of these by-laws.

Section 7. CAPITAL STOCK

7.1.  Stock Certificates. Each stockholder shall be entitled to a certificate stating the number and the class and the designation of the series, if any, of the shares held by him, in such form as shall, in conformity to law, the certificate of incorporation and the by-laws, be prescribed from time to time by the board of directors. Such certificate shall be signed by the chairman or vice chairman of the board, or the president or a vice president and by the treasurer or an assistant treasurer or by the secretary or an assistant secretary. Any of or all the signatures on the certificate may be a facsimile. In case an officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the time of its issue.

7.2.  Loss of Certificates. In the case of the alleged theft, loss, destruction or mutilation of a certificate of stock, a duplicate certificate may be issued in place thereof, upon such terms, including receipt of a bond sufficient to indemnify the corporation against any claim on account thereof, as the board of directors may prescribe.

8

Section 8. TRANSFER OF SHARES OF STOCK

8.1.  Transfer on Books. Subject to the restrictions, if any, stated or noted on the stock certificate, shares of stock may be transferred on the books of the corporation by the surrender to the corporation or its transfer agent of the certificate therefor properly endorsed or accompanied by a written assignment and power of attorney properly executed, with necessary transfer stamps affixed, and with such proof of the authenticity of signature as the board of directors or the transfer agent of the corporation may reasonably require. Except as may be otherwise required by law, by the certificate of incorporation or by these by-laws, the corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to receive notice and to vote or to give any consent with respect thereto and to be held liable for such calls and assessments, if any, as may lawfully be made thereon, regardless of any transfer, pledge or other disposition of such stock until the shares have been properly transferred on the books of the corporation.

It shall be the duty of each stockholder to notify the corporation of his post office address.

8.2.  Record Date. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no such record date is fixed by the board of directors, the record date for determining the stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no such record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the state of incorporation hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. If no record date has been fixed by the board of directors and prior action by the board of directors is required by applicable law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

9

In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such payment, exercise or other action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

Section 9. CORPORATE SEAL

9.1.  Subject to alteration by the directors, the seal of the corporation shall consist of a flat-faced circular die with the word “Delaware” and the name of the corporation cut or engraved thereon, together with such other words, dates or images as may be approved from time to time by the directors.

Section 10. EXECUTION OF PAPERS

10.1.  Except as the board of directors may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts or other obligations made, accepted or endorsed by the corporation shall be signed by the chairman of the board, if any, the president, a vice president or the treasurer.

Section 11. FISCAL YEAR

11.1.  The fiscal year of the corporation shall end on the 31st of December.

Section 12. AMENDMENTS

12.1.  These by-laws may be adopted, amended or repealed by vote of a majority of the directors then in office or by vote of a majority of the stock outstanding and entitled to vote. Any by-law, whether adopted, amended or repealed by the stockholders or directors, may be amended or reinstated by the stockholders or the directors.

10

EX-3.23

Exhibit 3.23

CERTIFICATE OF INCORPORATION

OF

LAIDLAW MEDICAL TRANSPORTATION, INC.

1. The name of the corporation is:

LAIDLAW MEDICAL TRANSPORTATION, INC.

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

4. The total number of shares of stock which the corporation shall have authority to issue is One Hundred (100) all of such shares shall be without par value.

5. The board of directors is authorized to make, alter or repeal the by-laws of the corporation. Election of directors need not be by written ballot.

6. The name and mailing address of the incorporator is:

M. C. Kinnamon

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 18th day of March, 1993.

/s/ M. C. Kinnamon

M. C. Kinnamon

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

BEFORE PAYMENT OF CAPITAL

OF

LAIDLAW MEDICAL TRANSPORTATION, INC.

I, the undersigned, being the sole incorporator of LAIDLAW MEDICAL TRANSPORTATION, INC. a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware

DO HEREBY CERTIFY:

FIRST: That Article 4. of the Certificate of Incorporation be and it hereby is amended to read as follows:

The total number of shares of stock which the corporation shall have authority to issue is One Hundred (100) and the par value of each of such shares is one Dollar ($1.00) amounting in the aggregate to One Hundred Dollars ($100.00).

SECOND: That the corporation has not received any payment for any of its stock.

THIRD: That the amendment was duly adopted in accordance with the provisions of section 241 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, I have signed this certificate this 7th day of April, 1993.

/s/ M. C. Kinnamon

M. C. Kinnamon

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

Chair There North, Inc.

Belle River, Inc.

Lifeline Medical Transportation, Inc.

Express Paratransit, Inc.

The 4th Party, Inc.

INTO

LAIDLAW MEDICAL TRANSPORTATION, INC.

* * * *

Laidlaw Medical Transportation, Inc, a corporation organized and existing under the laws of Delaware,

DOES HEREBY CERTIFY:

FIRST: That this corporation was incorporated on the 18th day of March, 1993, pursuant to the General Corporate Law of the State of Delaware; the provisions of which permit the merger of a subsidiary corporation of another state into a parent corporation organized and existing under the laws of the said state.

SECOND: That this corporation owns all of the outstanding shares of the stock of Chair There North, Inc, a corporation incorporated on the 22nd day of January, 1979, pursuant to the Business Corporation Law of the State of California.

THIRD: That this corporation owns all of the outstanding shares of the stock of Belle River, Inc, a corporation incorporated on the 5th day of May, 1986, pursuant to the Business Corporation Law of the State of California.

FOURTH: That this corporation owns all of the outstanding shares of the stock of Lifeline Medical Transportation, Inc., a corporation incorporated on the 20th day of May, 1986, pursuant to the Business Corporation Law of the State of California.

FIFTH: That this corporation owns all of the outstanding shares of the stock of Express Paratransit, Inc., a corporation incorporated on the 18th day of November, 1992, pursuant to the Business Corporation Law of the State of California.

SIXTH: That this corporation owns all of the outstanding shares of the stock of The 4th Party, Inc., a corporation incorporated on the 27th day of February, 1981, pursuant to the Business Corporation law of the State of Missouri.

SEVENTH: That this corporation, by the following resolutions of its Board of Directors, duly adopted by unanimous written consent of its members, filed with the minutes of the Board on the L1 ay of August, 1994, determined to and did merge into self said Chair There North, Inc., Belle River, Inc., Lifeline Medical Transportation, Inc., Express Paratransit, Inc. and The 4th Party, Inc.:

“RESOLVED, that Laidlaw Medical Transportation, Inc. merge, and it hereby does merge into itself Chair There North, Inc., Belle River, Inc., Lifeline Medical Transportation, Inc., Express Paratransit, Inc. and The 4th Party, Inc., and assumes all of their obligations; and

FURTHER RESOLVED, that the merger shall be effective on September 1, 1994; and

FURTHER RESOLVED, that the proper officers of this corporation be and they are hereby directed to make and execute a Certificate of Ownership and Merger setting forth a copy of the resolution to merge said Chair There North, Inc. Belle River, Inc., Lifeline Medical Transportation, Inc., Express Paratransit, Inc. and The 4th Party, Inc., and assumes their liabilities and obligations, and the date of adoption thereof, and to cause the same to have filed with the Secretary of State and a certified copy recorded in the office of the Recorder of Deeds of New Castle County and to do all acts and things whatsoever, whether within or without the State of Delaware, which may be in anyway necessary or proper to effect said merger.”

EIGHTH: Anything herein or elsewhere to the contrary notwithstanding, this merger may be amended or terminated and abandoned by the Board of Directors of Laidlaw Medical Transportation, Inc. at any time prior to the date of filing the merger with the Secretary of State.

IN WITNESS WHEREOF, said Laidlaw Medical Transportation, Inc. has cause this Certificate to be signed by Robert E. Jarrett, its Vice-President and attested by Robert H. Byrne, its Secretary on this 23 day of August, 1994.

Laidlaw Medical Transportation, Inc.
By:	/s/ Robert E. Jarrett
	Robert E. Jarrett - Vice-President

ATTEST:

By:	/s/ Robert H. Byrne
	Robert H. Byrne - Secretary

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

FOOTHILLS AMBULANCE & RESCUE, INC.,

HALEY WHEELCHAIR CAB, INC. AND

W. J. CO.

INTO

LAIDLAW MEDICAL TRANSPORTATION, INC.

* * * * * *

Laidlaw Medical Transportation, Inc., a corporation organized and existing under the laws of Delaware,

DOES HEREBY CERTIFY:

FIRST: That this corporation was incorporated an the 18th day of March, 1993, pursuant to the General Corporate Law of the State of Delaware; the provisions of which permit the merger of a subsidiary corporation of another state into a parent corporation organized and existing under the laws of the said state.

SECOND: That this corporation owns all of the outstanding shares of the stock of Foothills Ambulance & Rescue, Inc., a corporation incorporated on the 27th day of August, 1981, pursuant to the Business Corporation Law of the State of Colorado.

THIRD: That this corporation owns all of the outstanding shares of the stock of Haley Wheelchair Cab, Inc., a corporation incorporated on the 14th day of August, 1993, pursuant to the Business Corporation Law of the State of Colorado.

FOURTH: That this corporation owns all of the outstanding shares of the stack of W. J. Co, a corporation incorporated on the 5th day of May, 1982, pursuant to the Business Corporation Law of the State of Colorado.

FIFTH: That this corporation, by the following resolutions of its Board of Directors, duly adopted by unanimous written consent of its members, filed with the minutes of the Board on the 13th day of December, 1994, determined to and did merge into self said Foothills Ambulance & Rescue, Inc., Haley Wheelchair Cab, Inc. and W. J. Co.:

“RESOLVED, that Laidlaw Medical Transportation, Inc. merge, and it hereby does merge into itself Foothills Ambulance & Rescue, Inc., Haley Wheelchair Cab, Inc. and W. J. Co., and assumes all of their obligations; and

FURTHER RESOLVED, that the merger shall be effective on December 31, 1994; and

FURTHER RESOLVED, that the proper officers of this corporation be and they are hereby directed to make and execute a Certificate of Ownership and Merger setting forth a copy of the resolution to merge said Foothills Ambulance & Rescue, Inc., Haley Wheelchair Cab, Inc. and W. J. Co., and assumes their liabilities and obligations, and the date of adoption thereof, and to cause the same to have filed with the Secretary of State and a certified copy recorded in the office of the Recorder of Deeds of New Castle County and to do all acts and things whatsoever, whether within or without the State of Delaware, which may be in anyway necessary or proper to effect said merger.”

SIXTH: Anything herein or elsewhere to the contrary notwithstanding, this merger may be amended or terminated and abandoned by the Board of Directors of Laidlaw Medical Transportation, Inc. at any time prior to the date of filing the merger with the Secretary of State.

IN WITNESS WHEREOF, said Laidlaw Medical Transportation, Inc. has cause this Certificate to be signed by Robert E. Jarrett, its Vice-President and attested by Robert H. Byrne, its Secretary on this 13th day of December, 1994.

Laidlaw Medical Transportation, Inc.
By:	/s/ Robert E. Jarrett
	Robert E. Jarrett - Vice-President

ATTEST:

By:	/s/ Robert H. Byrne
	Robert H. Byrne - Secretary

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

A-1 Ambulance Service, Inc.

Halls Emergency, Inc.

Newhall Ambulance, Inc.

Peninsula Ambulance, Inc.

INTO

LAIDLAW MEDICAL TRANSPORTATION, INC.

* * * * * *

Laidlaw Medical Transportation, Inc., a corporation organized and existing under the laws of Delaware,

DOES HEREBY CERTIFY:

FIRST: That this corporation was incorporated on the 18th day of March, 1993, pursuant to the General Corporate Law of the State of Delaware; the provisions of which permit the merger of a subsidiary corporation of another state into a parent corporation organized and existing under the laws of the said state.

SECOND: That this corporation owns all of the outstanding shares of the stock of A-1 Ambulance Service, Inc., a corporation incorporated on the 29th day of July, 1981, pursuant to the Business Corporation Law of the State of Texas.

THIRD: That this corporation owns all of the outstanding shares of the stock of Halls Emergency, Inc., a corporation incorporated on the 24th day of February, 1981, pursuant to the Business Corporation Law of the State of Montana.

FOURTH: That this corporation owns all of the outstanding shares of the stock of Newhall Ambulance, Inc., a corporation incorporated on the 7th day of February, 1966, pursuant to the Business Corporation Law of the State of California.

FIFTH: That this corporation owns all of the outstanding shares of the stock of Peninsula Ambulance, Inc., a corporation incorporated on the 7th day of June, 1989, pursuant to the Business Corporation Law of the State of California.

SIXTH: That this corporation, by the following resolutions of its Board of Directors, duly adopted by unanimous written consent of its members, filed with the minutes of the Board on the          day of August, 1995, determined to and did merge into self said A-1 Ambulance Service, Inc., Halls Emergency, Inc., Newhall Ambulance, Inc. and Peninsula Ambulance, Inc.:

“RESOLVED, that Laidlaw Medical Transportation, Inc. merge, and it hereby does merge into itself A-1 Ambulance Service, Inc., Halls Emergency, Inc., Newhall Ambulance, Inc. and Peninsula Ambulance, Inc., and assumes all of their obligations; and

FURTHER RESOLVED, that the merger shall be effective on August 31, 1995; and

FURTHER RESOLVED, that the proper officers of this corporation be and they are hereby directed to make and execute a Certificate of Ownership and Merger setting forth a copy of the resolution to merge said A-1 Ambulance Service,  Inc., Halls Emergency, Inc., Newhall Ambulance, Inc. and Peninsula Ambulance,  Inc., and assumes their liabilities and obligations, and the date of adoption thereof, and to cause the same to have filed with the Secretary of State and a certified copy recorded in the office of the Recorder of Deeds of New Castle County and to do all acts and things whatsoever, whether within or without the State of Delaware, which may be in anyway necessary or proper to effect said merger.”

SEVENTH: Anything herein or elsewhere to the contrary notwithstanding, this merger may be amended or terminated and abandoned by the Board of Directors of Laidlaw Medical Transportation, Inc. at any time prior to the date of filing the merger with the Secretary of State.

IN WITNESS WHEREOF, said Laidlaw Medical Transportation, Inc. has cause this Certificate to be signed by Robert E. Jarrett, its Vice-President and attested by Robert H. Byrne, its Secretary on this 23 day of August, 1995.

Laidlaw Medical Transportation, Inc.
By:	/s/ Robert E. Jarrett
	Robert E. Jarrett - Vice-President

ATTEST:

By:	/s/ Robert H. Byrne
	Robert H. Byrne - Secretary

CERTIFICATE OF MERGER

OF

Rapid City-Pennington County Emergency Medical Services, Inc.

Wheelchair Transport Ltd.

Mercy Ambulance Service, Inc.

Atlantic Ambulance, Inc.

General Ambulance Service, Inc.

TransMed Ambulance Service, Inc.

Northside Hospital Ambulance Service, Inc.

Star Life Ambulance Service, Inc.

Century Ambulance Service, inc.

Critical Care Transports, Inc.

Medi-Ride, Inc.

Medi-Van Ambulette Corporation

Ace Ambulance Service, inc.

EmergiCare, Inc.

Shepard Ambulance, Inc.

CareLine Ambulance Service, Inc.

Solano Ambulance Co., Inc.

Stockton Ambulance Co.

CareLine Transportation Management Services, Inc.

Pruner Health Services, Inc.

Medic-1 Enterprises, Inc.

Med-Pay, Inc.

Southland Ambulance Services, Inc.

Mercy Ambulance of Fort Wayne, Inc.

Mercy Ambulance of Reno, Inc.

Central Ambulance Service of Texas, Inc.

Central Ambulance Service of Hunt County, Inc.

AmeriStat Mobile Medical Services, Inc.

AmeriStat Gulf Coast, Inc.

Allyn Ambulance, Inc.

Hou-Tex EmergiCare Transportation, Inc.

AmeriStat Navarre-Diamond, Inc.

Stat-Tech Acquisition Company

Life-Corn Services of Texas, Inc.

AmeriStat Emergency Medical Services, Inc..

AmeriStat South Central, inc.

Tiger Marc Acquisition Company

AmCare Acquisition Company

Medi-Trans Ambulance Service, Inc.

AmeriStat of East Texas, Inc.

Beaumont Medic-Care Acquisition Company

Diamond Acquisition Company

LifeLine E.M.S., Inc.

L.L.E.M.S. Community Ambulance, Inc.

L.L.E.M.S., Inc.

INTO

Laidlaw Medical Transportation, Inc.

* * * * * *

The undersigned corporation organized and existing under and by virtue of the General Corporation Law of Delaware,

DOES HEREBY CERTIFY:

FIRST: That the name and sate of incorporation of each of the constituent corporations of the merger is as follows:

NAME	STATE OF INC.
Rapid City Pennington County Emergency Medical Services, Inc.	South Dakota
Wheelchair Transport Ltd.	South Dakota
Mercy Ambulance Service, Inc.	California
Atlantic Ambulance, Inc.	Delaware
General Ambulance Service, Inc.	Georgia
TransMed Ambulance Service, Inc.	Georgia
Northside Hospital Ambulance Service, Inc.	Georgia
Star Life Ambulance Service, inc.	Georgia
Century Ambulance Service, Inc.	Georgia
Critical Care Transports, Inc.	Georgia
Medi Ride, Inc.	California
Medi-Van Ambulette Corporation	California
Ace Ambulance Service, Inc.	Connecticut
EmergiCare, Inc.	Wyoming
Shepard Ambulance, Inc.	Washington
CareLine Ambulance Service, Inc.	Colorado
Solano Ambulance Co., Inc.	California
Stockton Ambulance Co.	California
CareLine Transportation Management Services, Inc.	California
Pruner Health Services, Inc,	California
Medic-1 Enterprises, Inc.	California
Med-Pay, Inc.	California
Southland Ambulance Services, Inc.	California
Mercy Ambulance of Fort Wayne, Inc.	Indiana
Mercy Ambulance of Reno, Inc.	Nevada
Central Ambulance Service of Texas, Inc.	Texas
Central Ambulance Service of Hunt County, Inc.	Nevada
AmeriStat Mobile Medical Services, Inc.	Delaware
AmeriStat Gulf Coast, Inc.	Texas

Allyn Ambulance, Inc.	Texas
Hou-Tex EmergiCare Transportation, Inc.	Texas
AmeriStat Navarre-Diamond, Inc.	Texas
Stat-Tech Acquisition Company	Texas
Life-Corn Services of Texas, Inc.	Texas
AmeriStat Emergency Medical Services, Inc.	Texas
AmeriStat South Central, Inc.	Texas
Tiger Marc Acquisition Company	Texas
AmCare Acquisition Company	Texas
Medi-Trans Ambulance Service, Inc.	Texas
AmeriStat of East Texas, Inc.	Texas
Beaumont Medic-Care Acquisition Company	Texas
Diamond Acquisition Company	Texas
LifeLine E.M.S., Inc.	Texas
L.L.E.M.S. Community Ambulance, Inc.	Oklahoma
L.L.E.M.S., Inc.	Texas
Laidlaw Medical Transportation, Inc.	Delaware

SECOND: That the authorized stock for the non-Delaware corporations are as follows:

See attached Schedule “A”

THIRD: That an agreement of merger between the parties to the merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the requirements of section 252 of the General Corporation Law of Delaware.

FOURTH: That the name of the surviving corporation of the merger is Laidlaw Medical Transportation, Inc.

FIFTH: That the Certificate of Incorporation of Laidlaw Medical Transportation, Inc., a Delaware corporation which will survive the merger, shall be the Certificate of Incorporation of the surviving corporation.

SIXTH: That the executed Agreement of Merger is on file at the principal place of business of the surviving corporation, the address of which is 3221 North Service Road, Burlington, Ontario, Canada, L7R 3\ 8.

SEVENTH: That a copy of the agreement of Merger will be furnished by the surviving corporation, on request and without cost, to any stockholder of any constituent corporation.

EIGHTH: That this Certificate of Merger shall be effective on August 31, 1996.

DATED August 29th, 1996.
	Laidlaw Medical Transportation, Inc.
	By:	/s/ Robert H. Byrne
		Robert H. Byrne - Secretary

Schedule “A”

Name of Corporation	Authorized Shares	Par Value
Rapid City-Pennington County Emergency Medical Services, Inc.	1,000 Common	1.00
Wheelchair Transport Ltd.	5,000 Common	100.00
Mercy Ambulance Service, Inc	5,000 Common	0.00
General Ambulance Service, Inc.	500 Common	1.00
TransMed Ambulance Service, Inc.	3,000 Common	0.001
Northside Hospital Ambulance Service, Inc.	50,000 Common	0.00
Star Life Ambulance Service, Inc.	250,000 Common	1.00
Century Ambulance Service, Inc	50,000 Common	0.00
Critical Care Transports, Inc.	10,000 Common	1.00
Medi-Ride, Inc	10,000 Common	0.00
Medi-Van Ambulette Corporation	1,000 Common	0.00
Ace Ambulance Service, Inc.	5,000 Common	0.00
EmergiCare, Inc.	50,000 Common	0.00
Shepard Ambulance, Inc.	50,000 Common	100.00
CareLine Ambulance Service, Inc.	3,000 Common	0.00
Solana Ambulance Co., Inc.	50,000 Common	10.00
Stockton Ambulance Co.	2,500 Common	10.00
CareLine Transportation Management Services, Inc.	3,000 Common	0.0001
Pruner Health Services, Inc.	75,000 Common	0.00
Medic-1 Enterprises, Inc.	10,000 Common	0.00

Med Pay, Inc.	10,000 Common	0.00
Southland Ambulance Services, Inc.	2,500 Common	0.00
Mercy Ambulance of Fort Wayne, Inc.	1,000 Common	1.00
Mercy Ambulance of Reno, Inc.	2,500,000 Common	0.01
Central Ambulance Service of Texas, Inc.	1,000,000 Common	0.00
Central Ambulance Service of Hunt County, Inc.	1,000 Common	0.01
AmeriStat Gulf Coast, Inc.	1,000 Common	0.01
Allyn Ambulance, Inc.	100,000 Common	1.00
Hou-Tex EmergiCare Transportation, Inc.	1,000 Common	0.00
AmeriStat Navarre-Diamond, Inc.	1,000 Common	0.01
Stat-Tech Acquisition Company	1,000 Common	0.01
Life-Com Services of Texas, Inc.	10,000 Common	1.00
AmeriStat Emergency Medical Services, Inc.	10,000 Common	0.10
AmeriStat South Central, Inc.	1,000 Common	0.01
Tiger Marc Acquisition Company	1,000 Common	0.01
AmCare Acquisition Company	1,000 Common	0,01
Medi-Trans Ambulance Service, Inc.	100 Common	0.00
AmeriStat of East Texas, Inc.	1,000 Common	0.01
Beaumont Medic-Care Acquisition Company	1,000 Common	0.01
Diamond Acquisition Company	1,000 Common	0.01
LifeLine E.M.S., Inc.	1.00 Common	0.00
L.L.E.M.S. Community Ambulance, Inc.	1,000 Common	L00
L.L.E.M.S., Inc.	100 Common	0.00

CERTIFICATE OF OWNERSHIP AND MERGER

OF

EMERGICARE OF NEW MEXICO, INC.

a Wyoming corporation

WITH AND INTO

LAIDLAW MEDICAL TRANSPORTATION, INC.

a Delaware corporation

Under Section 253 of the General Corporation Law of the State of Delaware, Laidlaw Medical Transportation, Inc., a corporation organized and existing under the laws of the State of Delaware (“the Parent”), DOES HEREBY CERTIFY:

FIRST: That the Parent was incorporated on the 18th day of March, 1993, pursuant to Section 101 of the General Corporation Law of the State of Delaware.

SECOND: That the Parent owns all of the outstanding capital stock of Emergicare of New Mexico, Inc., a corporation incorporated on the 11th day of May, 1988 pursuant to the Wyoming Business Corporation Act (the “Subsidiary”).

THIRD: That, on August 25, 1997, the Board of Directors of the Parent adopted the resolutions attached hereto as Exhibit A in connection with the Merger of the Subsidiary with and into itself.

FOURTH: The persons who are directors of the Parent immediately prior to the Merger shall be, upon the effectiveness of the Merger, the directors of the Surviving Corporation, without change until their resignation or removal or until their successors have been duly elected and qualified in accordance with the laws of the State of Delaware, the Certificate of Incorporation and By-Laws of the Surviving Corporation. The persons who are officers of the Parent immediately prior to the Merger shall continue, after the effectiveness of the Merger, as officers of the Surviving Corporation, without change until their resignation or removal or until their successors have been elected or appointed and qualified in accordance with the laws of the State of Delaware and the Certificate of Incorporation and By-Laws of the Surviving Corporation.

EIGHTH: That this Certificate of Ownership and Merger shall be effective August 28, 1997.

IN WITNESS WHEREOF, the undersigned, being the Vice President of Laidlaw Medical Transportation, Inc., has executed this Certificate and hereby affirms under the penalties of perjury that its contents are true as of this 27th day of August, 1997.

LAIDLAW MEDICAL TRANSPORTATION, INC.
By:	/s/ Joshua T. Galnes
	Joshua T. Galnes, Vice President

EXHIBIT A

LAIDLAW MEDICAL TRANSPORTATION, INC.

Resolutions of the Board of Directors

Merger

RESOLVED: That, pursuant to Section 253 of the General Corporation Law of the State of Delaware, and the applicable laws of the State of Wyoming, Emergicare of New Mexico, Inc. its wholly-owned subsidiary (the “Subsidiary”), merge with and into this Corporation (the “Merger”); that the effective time of the Merger (the “Effective Time”) shall be at such time as the Certificate of Ownership and Merger of the Subsidiary with and into this Corporation is filed with the office of the Secretary of State of the State of Delaware and the corresponding Articles of Merger are filed with the Secretary of State of the State of Wyoming; that it is in the best interest of this Corporation and the Subsidiary that the corporations merge, with this Corporation being the Surviving Corporation (the “Surviving Corporation”); that at the Effective Time, (i) the Surviving Corporation shall assume all of the Subsidiary liabilities and obligations pursuant to Wyoming Business Corporation Act and Section 253 of the General Corporation Law of the State of Delaware (ii) the identity, existence, rights, privileges, powers, franchises, properties and assets of the Surviving Corporation continue unaffected and unimpaired by the Merger, and (iii) the identity and separate existence of the Subsidiary shall cease and all of the rights, privileges, powers, franchises. properties and assets of the Subsidiary shall be vested in the Surviving Corporation; and that the President, any Vice President, and the Secretary and any Assistant Secretary of this Corporation at the time in office be, and they are, and each of them acting singly is, hereby authorized, in the name and on behalf of this Corporation, to take any and all actions and to execute, file or cause to be filed any and all documents, agreements, instruments or certificates, including without limitation executing and filing a Certificate of Ownership and Merger pursuant to Sections 103 and 253 of the General Corporation Law of Delaware, and to do or cause to be done any and all other things as such officer or officers may ill his, her or their judgment deem necessary, desirable or appropriate in order to give effect to, and carry out the intent of, this resolution, the execution and delivery of any such documents, instruments or certificates and the taking of any such action to be conclusive evidence that the same has been approved by this Board of Directors.

Certificate of Incorporation and By-Laws

RESOLVED: That from and after the Effective Time and thereafter until amended as provided by law, the Certificate of Incorporation of the Surviving Corporation shall be the Certificate of Incorporation of this Corporation, and the By-Laws of the Surviving Corporation shall be the By-Laws of this Corporation, each as in effect immediately prior to the Effective Time.

Directors and Officers

RESOLVED:	That each of the directors and officers of this Corporation immediately prior to the Effective Time shall continue in the same position or positions with the Surviving Corporation following the Effective Time, in each case until his or her successor is elected and qualified, or until his or her earlier death, resignation or removal.
General
RESOLVED:	That the officers of this Corporation at the time in office be, and they are, and each of them acting singly is, authorized from time to time, in the name and on behalf of this Corporation, under the corporate seal of the Corporation, if desired, attested by an appropriate officer, if desired, to execute, acknowledge and deliver all such orders, directions, certificates, instruments, agreements and other documents, and to do or cause to be done all such other acts, as may be shown by his, her or their execution and performance thereof to be in his, her or their judgement necessary or desirable in connection with the consummation of the transactions referred to in or the obligations contemplated by the foregoing resolutions, or any transactions otherwise authorized by these resolutions, the taking of any such action and the execution and delivery of any such documents, instruments or certificates to be conclusive evidence that the same has been approved by the Board of Directors of this Corporation.
RESOLVED:	That the preceding resolutions relating to the Merger may be rescinded by the Board of Directors of this Corporation at any time before the Effective Time.

STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION

The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:

FIRST:  That at a meeting of the Board of Directors of Laidlaw Medical Transportation, Inc. resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered “1” so that, as amended, said Article shall be and read as follows:

1  The name of the corporation is American Medical Response Ambulance Service, Inc

SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 oldie General Corporation Law of the State of Delaware.

FOURTH: That the capital of said corporation shall not be reduced under or by reason of said amendment.

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 19th day of January, 2006.

By:	/s/ Randel G. Owen
	Authorized Officer
Title:	Executive Vice President
Name:	Randel G. Owen
	Print or Type

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

AND OF REGISTERED AGENT

OF

AMERICAN MEDICAL RESPONSE AMBULANCE SERVICE, INC.

It is hereby certified that:

1.The name of the corporation (hereinafter called the “corporation”) is:

AMERICAN MEDICAL RESPONSE AMBULANCE SERVICE, INC.

2.The registered office of the corporation within the State of Delaware is hereby changed to 2711 Centerville Road, Suite 400, City of Wilmington 19808, County of New Castle.

3.The registered agent of the corporation within the State of Delaware is hereby changed to Corporation Service Company, the business office of which is identical with the registered office of the corporation as hereby changed.

4.The corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on February 10, 2006

/s/ Randy Owen
Name:	Randy Owen
Title:	Chief Financial Officer & VP

CERTIFICATE OF CORRECTION

TO THE

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

AMERICAN MEDICAL RESPONSE AMBULANCE SERVICE, INC.

American Medical Response Ambulance Service, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

1.The name of the Corporation is “American Medical Response Ambulance Service, Inc.”.

2.A Certificate of Amendment of Certificate of Incorporation of the Corporation was filed with the Secretary of State of Delaware on January 25, 2006 and said Certificate of Amendment requires correction as permitted by subsection (f) of Section 103 of the General Corporation Law of the State of Delaware.

3.The inaccuracy or defect of said Certificate of Amendment to be corrected is that the name of Corporation inadvertently omitted the “.” after the word “Inc” so that the name of the corporation was incorrectly set forth as being “American Medical Response Ambulance Service, Inc”, when in fact the name of the Corporation is “American Medical Response Ambulance Service, Inc.”.

4.Article FIRST of the Certificate of Amendment is corrected to read in its entirety as follows:

“FIRST: That at a meeting of the Board of Directors of Laidlaw Medical Transportation, Inc. resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of stockholders of said corporation for consideration thereof.  The resolution setting forth the proposed amendment is as follows:

RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered “1” so that, as amended, said Article shall be read as follows:

1.The name of the corporation is American Medical Response Ambulance Service, Inc.”

IN WITNESS WHEREOF, the undersigned has caused this Certificate to be executed this 25th day of May, 2011.

AMERICAN MEDICAL RESPONSE, INC.
By:	/s/ William A. Sanger
	Name: William A. Sanger
	Title:    Chief Executive Officer

[Signature Page to Certificate of Correction – American Medical Response Ambulance Service, Inc.]

EX-3.24

Exhibit 3.24

LAIDLAW MEDICAL TRANSPORTATION, INC.

BY-LAWS

ARTICLE I

OFFICES

Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.

Section 2. The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. All meetings of the stockholders for the election of directors shall be held at such place either within or without the State of Delaware as shall be designated from time to time by the board of directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Annual meetings of stockholders shall be held at such date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.

Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting.

Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

Section 6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than sixty days before the date of the meeting, to each stockholder entitled to vote at such meeting.

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Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 8. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question.

Section 10. Unless otherwise provided in the certificate of incorporation each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no

3

proxy shall be voted on after three years from its date, unless the proxy provides for a longer period.

Section 11. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may betaken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III

DIRECTORS

Section 1. The number of directors which shall constitute the whole board shall be not less than one nor more than five. The first board shall consist of one director. Thereafter, within the limits above specified, the number of directors shall be determined by resolution of the board of directors or by the stockholders at the annual meeting. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders.

Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify,

4

unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.

Section 3. The business of the corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders.

MEETINGS OF THE BOARD OF DIRECTORS

Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 5. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.

5

Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.

Section 7. Special meetings of the board may be called by the president on five days’ notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors unless the board consists of only one director; in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director.

Section 8. At all meetings of the board a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 9. Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

Section 10. Unless otherwise restricted by the certificate of incorporation or these by-laws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of

6

conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

COMMITTEES OF DIRECTORS

Section 11. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.

Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have. the power or authority in reference to amending the certificate of incorporation (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the board of directors as provided in Section 151(a) fix any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the corporation) adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the by-laws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee

7

shall have the power or authority to declare a dividend or to authorize the issuance of stock or to adopt a certificate of ownership and merger. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.

Section 12. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

COMPENSATION OF DIRECTORS

Section 13. Unless otherwise restricted by the certificate of incorporation or these by-laws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

REMOVAL OF DIRECTORS

Section 14. Unless otherwise restricted by the certificate of incorporation or by law, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors.

ARTICLE IV

NOTICES

Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these by-laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the

8

corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.

Section 2. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these by-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE V

OFFICERS

Section 1. The officers of the corporation shall be chosen by the board of directors and shall be a president, a vice-president, a secretary and a treasurer. The board of directors may also choose additional vice-presidents, and one or more assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these by-laws otherwise provide.

Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice-presidents, a secretary and a treasurer.

Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.

Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be

9

removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

THE PRESIDENT

Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.

Section 7. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

THE VICE-PRESIDENTS

Section 8. In the absence of the president or in the event of his inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARY

Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all

10

meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.

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Section 13. If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

Section 14. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE VI

CERTIFICATES FOR SHARES

Section 1. The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation.

Within a reasonable time after the issuance or transfer of uncertificated stock, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to Sections 151, 156, 202(a) or 218(a) or a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights

12

of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Section 2. Any of or all the signatures on a certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

LOST CERTIFICATES

Section 3. The board of directors may direct a new certificate or certificates or uncertificated shares to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates or uncertificated shares, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

TRANSFER OF STOCK

Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Upon receipt of proper transfer instructions from the registered owner of

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uncertificated shares such uncertificated shares shall be cancelled and issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the corporation.

FIXING RECORD DATE

Section 5. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting: provided, however, that the board of directors may fix a new record date for the adjourned meeting.

REGISTERED STOCKHOLDERS

Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

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ARTICLE VII

GENERAL PROVISIONS

DIVIDENDS

Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation.

Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

ANNUAL STATEMENT

Section 3. The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation.

CHECKS

Section 4. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

FISCAL YEAR

Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

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SEAL

Section 6. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

ARTICLE VIII

AMENDMENTS

Section 1. These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new by-laws be contained in the notice of such special meeting. If the power to adopt, amend or repeal by-laws is conferred upon the board of directors by the certificate of incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal by-laws.

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STATEMENT

OF

SOLE INCORPORATOR

OF

LAIDLAW MEDICAL TRANSPORTATION, INC.

* * * * *

The certificate of incorporation of this corporation having been filed in the office. of the Secretary of State on March 18, 1993, and a certificate of amendment before payment of capital, executed by the sole incorporator named in the certificate of incorporation, having been filed in the office of the Secretary of State on April 7, 1993, the undersigned, being the sole incorporator named in the certificate of incorporation, does hereby state that the following actions were taken on this day for the purpose of organizing this corporation:

1. By-laws for the regulation of the affairs of the corporation were adopted by the undersigned incorporator and were ordered inserted in the minute book immediately following the copy of the certificate of amendment before payment of capital and before this instrument.

2. The following person was elected as a director to hold office until the first annual meeting of stockholders or until his successor is elected and qualified:

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JOHN R. GRAINGER

3. That the sole director was authorized, in his discretion, to issue the shares of the capital stock of this corporation to the full amount or number of shares authorized by the certificate of incorporation, in such amounts and for such considerations as from time to time shall be determined by the board and as may be permitted by law.

Dated, April 7th, 1993.
	/s/ M.C. Kinnamon
	M. C. Kinnamon

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EX-3.25

Exhibit 3.25

CERTIFICATE OF FORMATION

OF

American Medical Response Delaware Valley, LLC

1.The name of the limited liability company is American Medical Response Delaware Valley, LLC.

2.The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3.This name and address of the organizer is:

Joshua T. Gaines

American Medical Response Mid-Atlantic, Inc.

2821 S. Parker Road, 10th Floor

Aurora, Colorado 80014

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of American Medical Response of Delaware Valley, LLC this 27th day of October, 1998.

/s/ Joshua T. Gaines

Joshua T. Gaines, Organizer

Certificate of Amendment to Certificate of Formation

of

AMERICAN MEDICAL RESPONSE DELAWARE VALLEY, LLC

It is hereby certified that:

1.The name of the limited liability company (hereinafter called the “limited liability company”) is:

AMERICAN MEDICAL RESPONSE DELAWARE VALLEY, LLC

2.The certificate of formation of the limited liability company is hereby amended by striking out the statement relating to the limited liability company’s registered agent and registered office and by substituting in lieu thereof the following new statement:

“The address of the registered office and the name and the address of the registered agent of the limited liability company required to be maintained by Section 18-104 of the Delaware Limited Liability Company Act are Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.”

Executed on March 8, 2006
	/s/ Todd Zimmerman
	Name:	Todd Zimmerman
	Title:	Authorized Person

EX-3.26

Exhibit 3.26

LIMITED LIABILITY COMPANY AGREEMENT

OF

AMERICAN MEDICAL RESPONSE DELAWARE VALLEY, LLC

This Limited Liability Company Operating Agreement dated as of February     , 2005 (this “Agreement”) of American Medical Response Delaware Valley, LLC (the “Company”) is made and entered into by American Medical Response Mid-Atlantic, Inc., as the 100% member of the Company (the “Member”).

The Member, by the filing of the certificate of formation with the Delaware Secretary of States, has formed a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act, 6 Del.C.  Section 18-101 et seq. (as amended from time to time, the “Act”), and hereby agrees as follows:

ARTICLE I

Introduction

Section 1.1. Formation of Limited Liability Company. The name of the limited liability company is American Medical Response Delaware Valley, LLC. The Member is, hereby authorized to execute, deliver and file any amendments and/or restatements of its certificate of formation (the “Certificate”), and any other certificates and any amendments and/or restatements thereof as are necessary or appropriate for the Company to qualify to do business in a jurisdiction in which the Company may conduct business. The Company’s business shall be conducted under such name until such time as the Member shall hereafter designate otherwise and file amendments to the Certificate in accordance with applicable law.

This Agreement is subject to, and governed by, the Act and the Certificate. In the event of a direct conflict between the provisions of this Agreement and the mandatory provisions of the Act or the provisions of the Certificate, such provisions of the Act or the Certificate, as the case may be, will be controlling.

Section 1.2. Term. The Company was formed upon the filing of its Certificate and shall continue until it is dissolved and its affairs wound up in accordance with the Act.

Section 1.3. Defined Terms. The terms used in this Agreement with their initial letters capitalized shall, unless the context otherwise requires or unless otherwise expressly provided herein, have the respective meanings specified in this Section 1.3.

“Affiliate” means, as to any Person, any other Person that, directly or indirectly, is in Control of, is Controlled by or is under common Control with such Person or is a director or officer of such Person.

“Capital Contribution” means the total value of cash and agreed gross fair market value of property contributed and agreed to be contributed to the Company by the Member, as

shown on Exhibit A, as the same may be amended from time to time. Additional Capital Contributions may be made by the Member.

“Code” means the Internal Revenue Code of 1986, as amended. All references herein to sections of the Code shall include any corresponding provision or provisions of succeeding law.

“Control” (including the terms “Controlling” and “Controlled by”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities or voting interests, by contract or otherwise.

“Distribution” means any distribution of cash or other property made by the Company to the Member. None of (i) the repayment of any loan made by the Member to the Company, (ii) any payment of fees to the Member, or (iii) any reimbursement of disbursements shall be considered a Distribution hereunder.

“Initial Capital Contribution” means the initial contribution by the Member to the capital of the Company pursuant to this Agreement, as reflected on Exhibit A hereto.

“Membership Interest” in the Company means the entire ownership interest of the Member in the Company at any particular time, including the Member’s interest in the capital, profits and losses of the Company and the right of the Member to any and all benefits to which the Member may be entitled as provided in this Agreement and under the Act (including the right to receive distributions hereunder), together with the obligations of the Member to comply with all of the terms and provisions of this Agreement and under the Act.

“Person” means an individual, partnership, corporation (including a business trust), joint stock company, limited liability company, trust, unincorporated association, joint venture or other entity, or a government or any political subdivision or agency thereof.

Section 1.4. Company Purposes. The purposes of the Company are to engage in any activity permitted to limited liability companies under the laws of the State of Delaware.

ARTICLE II

Member, Membership Interest

Section 2.1. Name, Address and Initial Capital Contribution; Principal Office.

(a) The Member, its Initial Capital Contribution to the Company, its taxpayer identification number and its address are set forth on Exhibit A.

(b) The principal office of the Company shall be located at the address set forth on Exhibit A for the Member, or as the Member may otherwise determine.

(c) The registered agent for the service of process and the registered office in the State of Delaware shall be that Person and location reflected in the Certificate. The Member

2

may, from time to time, change the registered agent or office through appropriate filing with the Secretary of State of the State of Delaware. In the event the registered agent ceases to act as such for any reason or the registered office shall change, the Member shall promptly designate a replacement registered agent or file a notice of change of address, as the case may be.

Section 2.2. Additional Capital Contributions. In order to obtain additional funds or for other business purposes, the Member may decide to make additional Capital Contributions to the Company. Any such additional Capital Contributions shall be in such amounts as determined by the Member and may be in cash or any type of property. The Member shall not be required to make any Capital Contributions to the Company other than the Initial Capital Contribution.

Section 2.3. Member Loans. Loans by the Member to the Company shall not be considered additional contributions to the capital of the Company unless otherwise agreed by the Member.

Section 2.4. Membership Interest. Distributions with respect to the Membership Interest shall be made in accordance with Article V.

Section 2.5. Certificate for Membership Interest. The Membership Interest of the Member may be represented by a certificate or may be uncertificated. The exact contents of any such certificate shall be determined by the Member.

Section 2.6. Capital and Capital Account.

(a) No interest shall be paid on any Capital Contribution.

(b) A capital account (the “Capital Account”) shall be established and maintained on behalf of the Member.

(c) The Member shall not receive out of Company property any part of its Capital Contributions until all liabilities of the Company, except liabilities to the Member on account of its Capital Contributions, have been paid or there remains property of the Company sufficient to pay them.

Section 2.7. Limitation on Liability. The Member shall not be liable under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the Company, except as provided by law or as specifically provided otherwise herein. The Member shall not be required to loan any funds to the Company. The Member shall not be required to make any contribution to the Company by reason of any negative balance in the Member’s Capital Account, nor shall any negative balance in the Member’s Capital Account create any liability on the part of the Member to any third party.

Section 2.8. Bankruptcy or Dissolution of a Member. The occurrence of any of the events specified in Section 18-304(a)(1) through (6) or 18-304(b) of the Act shall not result in the Member ceasing to be a member of the Company.

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ARTICLE III

Management and Control of Business

Section 3.1. Management of the Company. The overall management and control of the business and affairs of the Company shall be vested in the Member, who shall be responsible for the management of the Company’s business.

Section 3.2. Authority and Responsibility of the Member. All decisions respecting any matter set forth in this Agreement or otherwise affecting or arising out of the conduct of the business of the Company shall be made by the Member, and the Member shall have the exclusive right and full authority to manage, conduct and operate the Company’s business.

Section 3.3. Duties of Parties.

(a) The Member shall devote such time to the business and affairs of the Company as is necessary to carry out the Member’s duties set forth in this Agreement.

(b) Nothing in this Agreement shall be deemed to restrict in any way the rights of the Member, or any Affiliate of the Member, to conduct any other business or activity whatsoever, and neither the Member nor any Affiliate of the Member shall be accountable to the Company with respect to such other business or activity even if such other business or activity competes with the Company’s business.

(c) The Member understands and acknowledges that the conduct of the Company’s business may involve business dealings and undertakings with the Member and its Affiliates. In any of those cases, those dealings and undertakings shall be at arm’s length and on commercially reasonable terms, as determined in the business judgment of the Member.

Section 3.4. Liability and Indemnification.

(a) The Member shall not be liable, responsible or accountable, in damages or otherwise, to the Company for any act performed by the Member with respect to Company matters, except for fraud, gross negligence or an intentional breach of this Agreement.

(b) The Company shall indemnify the Member for any act performed by the Member with respect to Company matters, except for fraud, gross negligence or an intentional breach of this Agreement by the Member.

ARTICLE IV

Accounting and Records

Section 4.1. Records and Accounting. The books and records of the Company shall be kept, and the financial position and the results of its operations recorded, at the expense of the Company in accordance with the accounting methods elected to be followed by the Company for federal income tax purposes. The books and records of the Company shall reflect

4

all Company transactions and shall be appropriate and adequate for the Company’s business. The fiscal year of the Company for financial reporting and for federal income tax purposes shall end on August 31 of each year until changed by the Member.

Section 4.2. Access to Accounting Records. All books and records of the Company shall be maintained at any office of the Company or at the Company’s principal place of business, and the Member and the Member’s duly authorized representative shall have access to them at such office of the Company and the right to inspect and copy them at reasonable times.

Section 4.3. Income Tax Status and Elections. The Company shall be treated as a sole proprietorship of the Member for federal and other income tax purposes consistent with Treasury Regulation Sections 301.7701-2(c)(2)(i) and 301.7701-3(b)(ii) and shall not make any elections for federal income tax purposes inconsistent therewith.

Section 4.4. Other Records. The Company shall maintain records at the principal office of the Company or such other place as the Member may determine which shall include the following:

(a) the Capital Account of the Member and the Membership Interest of the Member;

(b) a current list of the full name and last known business or mailing address of the Member;

(c) a copy of the Certificate of the Company and all amendments thereto; and

(d) copies of the Company’s currently effective written operating agreement, copies of any writings permitted or required with respect to the Member’s obligation to contribute cash, property or services to the Company, and copies of any financial statements of the Company for the three most recent fiscal years.

ARTICLE V

Allocations; Distributions and Interests

Section 5.1. Distributions. Subject to Section 18-607 of the Act, distributions of cash and other assets shall be made to the Member from time to time as determined by the Member.

Section 5.2. Allocation of Profit or Loss. Profits and losses, and each item of Company income, gain, loss, deduction and tax preference with respect thereto, for each fiscal year (or shorter period in respect of which such items are to be allocated) shall be allocated to the Member, consistent with the characterization of the Company as a sole proprietorship of the Member pursuant to Section 4.3.

Section 5.3. Distributions and Allocations upon Liquidation. Upon liquidation of the Company (or the Member’s Membership Interest), liquidating distributions will be made

5

pursuant to Section 5.1 and in accordance with the positive Capital Account balance of the Member as of the date of liquidation, as determined after taking into account all Capital Account adjustments for the Company’s taxable year during which the liquidation occurs.

ARTICLE VI

Changes in Membership

Section 6.1. Change in Membership. The Member shall have the right or power, directly or indirectly, to sell, assign, transfer, give, hypothecate, pledge, encumber or otherwise dispose of all or any portion of its interest as a Member in the Company to any Person (a “Transferee”). Any Transferee may be admitted as a Member with the consent of, and upon such terms (including the capital contribution to be made and the Membership Interest to be received) as may be determined by the Member. Upon the admission of a Transferee as a Member, Exhibit A annexed hereto shall be amended to reflect each Member’s revised Membership Interest. No Transferee shall become a Member until the Transferee has become a party to, and adopted all of the terms and conditions of, this Agreement.

ARTICLE VII

Dissolution

Section 7.1. Events of Dissolution. The Company shall be dissolved in accordance with the Act.

Section 7.2. Effect of Dissolution. Upon dissolution, the Company shall not be terminated and shall continue until a winding up of the affairs of the Company is completed and a certificate of dissolution has been issued by the Secretary of State of Delaware.

Section 7.3. Procedure for Dissolution. If the Company is dissolved, the Member shall wind up the Company’s affairs. On winding up of the Company, the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.

Section 7.4. Filing of Certificate of Cancellation. If the Company is dissolved, upon completion of the winding up of the Company, the Member shall promptly file a Certificate of Cancellation with the office of the Delaware Secretary of State.

ARTICLE VIII

Miscellaneous

Section 8.1. Complete Agreement. This Agreement and the Certificate constitute the complete and exclusive statement of the Member, and replace and supersede all prior agreements and all prior written and oral statements by the Member with respect to the subject matter hereof. No representation, statement, condition or warranty not contained in this Agreement or the Certificate will be binding on the Member or have any force or effect whatsoever with respect to the subject matter hereof.

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Section 8.2. Governing Law. This Agreement and the rights of the parties hereunder will be governed by, interpreted and enforced in accordance with the laws of the State of Delaware.

Section 8.3. Binding Effect. Subject to the provisions of this Agreement relating to transferability, this Agreement will be binding upon and inure to the benefit of the Member and its successors and assigns.

Section 8.4. Terms. Common nouns and pronouns will be deemed to refer to the masculine, feminine, neuter, singular and plural, as the identity of the person or persons, firm or corporation may in the context require.

Section 8.5. Headings. All headings herein are inserted only for convenience and ease of reference and are not to be considered in the construction or interpretation of any provision of this Agreement.

Section 8.6. Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under the present or future laws effective during the term of this Agreement, such provision will be fully severable; this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as part of this Agreement a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.

Section 8.7. Additional Documents and Acts. The Member agrees to execute and deliver such additional documents and instruments and to perform such additional acts as may be necessary or appropriate to effectuate, carry out and perform all of the terms, provisions and conditions of this Agreement and the transactions contemplated hereby.

Section 8.8. No Third Party Beneficiary. This Agreement is made solely and specifically for the benefit of the Member and its successors and assigns, and no other Person will have any rights, interest or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise.

Section 8.9. Notices. Any notice to be given or to be served upon the Company or the Member in connection with this Agreement must be in writing and will be deemed to have been given and received when delivered to the address specified by the party to receive the notice. Such notices will be given to the Member at the address specified in Section 2.1(a) hereof and to the Company at the address specified in Section 2.1(b). The Member or the Company may, at any time, designate any other address in substitution of the foregoing address to which such notice will be given, such notice to be effective upon a Person upon its receipt.

Section 8.10. Amendments. All amendments to this Agreement must be in writing and signed by the Member.

[Signature Page Follows]

7

IN WITNESS WHEREOF, American Medical Response Mid-Atlantic, Inc. has executed this Agreement to be effective as of the date and year first above written.

Dated as of February     , 2005.
	AMERICAN MEDICAL RESPONSE MID-ATLANTIC,
	INC.
	By:	/s/ Randy Owen
	Name:	Randy Owen
	Title:

[Signature Page to LLC Agreement of

American Medical Response Delaware Valley, LLC]

8

EXHIBIT A

Member	Initial Capital Contribution
American Medical Response Mid-Atlantic, Inc.	$	100.00
6200 S. Syracuse Way
Suite 200
Greenwood Village, CO 80111

EX-3.27

Exhibit 3.27

CERTIFICATE OF INCORPORATION

OF

AMERICAN MEDICAL RESPONSE LEASING, INC.

1.     The name of this corporation is American Medical Response Leasing, Inc.

2.     The registered office of this corporation in the State of Delaware is located at 1013 Centre Road, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is Corporation Service Company.

3.     The purpose of this corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

4.     The total number of shares of stock that this corporation shall have authority to issue is 3,000 shares of Common Stock, $.01 par value per share. Each share of Common Stock shall be entitled to one vote.

5.     The name and mailing address of the incorporator is: Joshua T. Gaines, Ropes & Gray, One International Place, Boston, Massachusetts 02110.

6.     Except as otherwise provided in the provisions establishing a class of stock, the number of authorized shares of any class or series of stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of the corporation entitled to vote irrespective of the provisions of Section 242(b)(2) of the General Corporation Law of the State of Delaware.

7.     The election of directors need not be by written ballot unless the by-laws shall so require.

8.     In furtherance and not in limitation of the power conferred upon the board of directors by law, the board of directors shall have power to make, adopt, alter, amend and repeal from time to time by-laws of this corporation, subject to the right of the stockholders entitled to vote with respect thereto to alter and repeal by-laws made by the board of directors.

9.     A director of this corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent that exculpation from liability is not permitted under the General Corporation Law of the State of Delaware as in effect at the time such liability is determined. No amendment or repeal of this paragraph 9 shall apply to or have any effect on the liability or alleged liability of any director of the corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

10.   This corporation shall, to the maximum extent permitted from time to time under the law of the State of Delaware, indemnify and upon request advance expenses to any person who is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit, proceeding or claim, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was or has agreed to be a director or officer of this corporation or while a director or officer is or was serving at the request of this corporation as a director, officer, partner, trustee, employee or agent of any corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against expenses (including attorney’s fees and expenses), judgments, fines, penalties and amounts paid in settlement incurred (and not otherwise recovered) in connection with the investigation, preparation to defend or defense of such action, suit, proceeding or claim; provided, however, that the foregoing shall not require this corporation to indemnify or advance expenses to any person in connection with any action, suit, proceeding, claim or counterclaim initiated by or on behalf of such person. Such indemnification shall not be exclusive of other indemnification rights arising under any by-law, agreement, vote of directors or stockholders or otherwise and shall inure to the benefit of the heirs and legal representatives of such person. Any person seeking indemnification under this paragraph 10 shall be deemed to have met the standard of conduct required for such indemnification unless the contrary shall be established. Any repeal or modification of the foregoing provisions of this paragraph 10 shall not adversely affect any right or protection of a director or officer of this corporation with respect to any acts or omissions of such director or officer occurring prior to such repeal or modification.

11.   The books of this corporation may (subject to any statutory requirements) be kept outside the State of Delaware as may be designated by the board of directors or in the by-laws of this corporation.

12.   If at any time this corporation shall have a class of stock registered pursuant to the provisions of the Securities Exchange Act of 1934, for so long as such class is so registered, any action by the stockholders of such class must be taken at an annual or special meeting of stockholders and may not be taken by written consent.

13.   The effective date of the formation of this corporation shall be January 1, 1997.

THE UNDERSIGNED, the sole incorporator named above, hereby certifies that the facts stated above are true as of this 31st day of December, 1996.

/s/ Joshua T. Gaines

Joshua T. Gaines

Sole Incorporator

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

American Medical Response Leasing, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST: That the Sole Director of said corporation has adopted by written consent the following resolution:

RESOLVED: That it is advisable and in the best interest of this Corporation that Article 1 of the Certificate of Incorporation of this Corporation be amended to read in its entirety as follows:

1. The name of this corporation is American Medical Response Holdings, Inc.

SECOND: That the said amendment has been consented to and authorized by the holder of a majority of the issued and outstanding stock entitled to vote by written consent given in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Section 242 and 228 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed by Joshua T. Gaines, its Vice President, this 31 of January, 1999.

AMERICAN MEDICAL RESPONSE LEASING, INC.
	By:	/s/ Joshua T. Gaines
		Vice President

CERTIFICATE OF CHANGE OF REGISTERED AGENT

AND

REGISTERED OFFICE

* * * * *

American Medical Response Holdings, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

The present registered agent of the corporation is Corporation Service Company and the present registered office of the corporation is in the county of New Castle.

The Board of Directors of American Medical Response Holdings, Inc. adopted the following resolution on the 8th day of March, 1999.

Resolved, that the registered office of American Medical Response Holdings, Inc. in the state of Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, and the authorization of the present registered agent of this corporation be and the same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby constituted and appointed the registered agent of this corporation at the address of its registered office.

IN WITNESS WHEREOF, American Medical Response Holdings, Inc. has caused this statement to be signed by Joshua T. Gaines, its Vice President, this 15th day of March, 1999.

	/s/ Joshua T. Gaines
	Joshua T. Gaines, Vice President
(DEL. - 264 - 6/15/94)

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

AND OF REGISTERED AGENT

OF

AMERICAN MEDICAL RESPONSE HOLDINGS, INC.

It is hereby certified that:

1.             The name of the corporation (hereinafter called the “corporation”) is:

AMERICAN MEDICAL RESPONSE HOLDINGS, INC.

2.             The registered office of the corporation within the State of Delaware is hereby changed to 2711 Centerville Road, Suite 400, City of Wilmington 19808, County of New Castle.

3.             The registered agent of the corporation within the State of Delaware is hereby changed to Corporation Service Company, the business office of which is identical with the registered office of the corporation as hereby changed.

4.             The corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on Feb 10, 2006
	/s/ Randy Owen
	Name:	Randy Owen
	Title:	Chief Financial Officer & VP

EX-3.28

Exhibit 3.28

BY-LAWS

OF

THE SUBSIDIARIES OF

AMERICAN MEDICAL RESPONSE, INC.

Section 1. LAW, CERTIFICATE OF INCORPORATION

AND BY-LAWS

1.1. These by-laws are subject to the certificate of incorporation of the corporation. In these by-laws, references to law, the certificate of incorporation and by-laws mean the law, the provisions of the certificate of incorporation and the by-laws as from time to time in effect.

Section 2. STOCKHOLDERS

2.1. Annual Meeting. The annual meeting of stockholders shall be held at 10:00 am on the second Tuesday in May in each year, unless that day be a legal holiday at the place where the meeting is to be held, in which case the meeting shall be held at the same hour on the next succeeding day not a legal holiday, or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect a board of directors and transact such other business as may be required by law or these by-laws or as may properly come before the meeting.

2.2. Special Meetings. A special meeting of the stockholders may be called at any time by the chairman of the board, if any, the president or the board of directors. A special meeting of the stockholders shall be called by the secretary, or in the case of the death, absence, incapacity or refusal of the secretary, by an assistant secretary or some other officer, upon application of a majority of the directors. Any such application shall state the purpose or purposes of the proposed meeting. Any such call shall state the place, date, hour, and purposes of the meeting.

2.3. Place of Meeting. All meetings of the stockholders for the election of directors or for any other purpose shall be held at such place within or without the state of incorporation as may be determined from time to time by the chairman of the board, if any, the president or the board of directors. Any adjourned session of any meeting of the stockholders shall be held at the place designated in the vote of adjournment.

2.4. Notice of Meetings. Except as otherwise provided by law, a written notice of each meeting of stockholders stating the place, day and hour thereof and, in the case of a special meeting, the purposes for which the meeting is called, shall be given not less then ten nor more than sixty days before the meeting, to each stockholder entitled to vote thereat, and to each stockholder who, by law, by the certificate of incorporation or by these by-laws, is entitled to notice, by leaving such notice with him or at his residence or usual place of business, or by depositing it in the United States mail, postage prepaid, and addressed to such stockholder at his

address as it appears in the records of the corporation. Such notice shall be given by the secretary, or by an officer or person designated by the board of directors, or in the case of a special meeting by the officer calling the meeting. As to any adjourned session of any meeting of stockholders, notice of the adjourned meeting need not be given if the time and place thereof are announced at the meeting at which the adjournment was taken except that if the adjournment is for more than thirty days or if after the adjournment a new record date is set for the adjourned session, notice of any such adjourned session of the meeting shall be given in the manner heretofore described. No notice of any meeting of stockholders or any adjourned session thereof need be given to a stockholder if a written waiver of notice, executed before or after the meeting or such adjourned session by such stockholder, is filed with the records of the meeting or if the stockholder attends such meeting without objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the stockholders or any adjourned session thereof need be specified in any written waiver of notice.

2.5. Quorum of Stockholders. At any meeting of the stockholders a quorum as to any matter shall consist of a majority of the votes entitled to be cast on the matter, except where a larger quorum is required by law, by the certificate of incorporation or by these by-laws. Any meeting may be adjourned from time to time by a majority of the votes properly cast upon the question, whether or not a quorum is present. If a quorum is present at an original meeting, a quorum need not be present at an adjourned session of that meeting. Shares of its own stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of any corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

2.6. Action by Vote. When a quorum is present at any meeting, a plurality of the votes properly cast for election to any office shall elect to such office and a majority of the votes properly cast upon any question other than an election to an office shall decide the question, except when a larger vote is required by law, by the certificate of incorporation or by these by-laws. No ballot shall be required for any election unless requested by a stockholder present or represented at the meeting and entitled to vote in the election.

2.7. Action without Meetings. Unless otherwise provided in the certificate of incorporation, any action required or permitted to be taken by stockholders for or in connection with any corporate action may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in the state of incorporation by hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. No written consent shall be effective to take the corporate action referred to therein unless written consents signed by a number of stockholders sufficient to take such action are delivered to the corporation in the manner specified in this paragraph within sixty days of the earliest dated consent so delivered.

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If action is taken by consent of stockholders and in accordance with the foregoing, there shall be filed with the records of the meetings of stockholders the writing or writings comprising such consent.

If action is taken by less than unanimous consent of stockholders, prompt notice of the taking of such action without a meeting shall be given to those who have not consented in writing and a certificate signed and attested to by the secretary that such notice was given shall be filed with the records of the meetings of stockholders.

In the event that the action which is consented to is such as would have required the filing of a certificate under any provision of the General Corporation Law of the State of Delaware, if such action had been voted upon by the stockholders at a meeting thereof, the certificate filed under such provision shall state, in lieu of any statement required by such provision concerning a vote of stockholders, that written consent has been given under Section 228 of said General Corporation Law and that written notice has been given as provided in such Section 228.

2.8. Proxy Representation. Every stockholder may authorize another person or persons to act for him by proxy in all matters in which a stockholder is entitled to participate, whether by waiving notice of any meeting, objecting to or voting or participating at a meeting, or expressing consent or dissent without a meeting. Every proxy must be signed by the stockholder or by his attorney-in-fact. No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally. The authorization of a proxy may but need not be limited to specified action, provided, however, that if a proxy limits its authorization to a meeting or meetings of stockholders, unless otherwise specifically provided such proxy shall entitle the holder thereof to vote at any adjourned session but shall not be valid after the final adjournment thereof.

2.9. Inspectors. The directors or the person presiding at the meeting may, and shall if required by applicable law, appoint one or more inspectors of election and any substitute inspectors to act at the meeting or any adjournment thereof. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspectors shall make a report in writing of any challenge, question or matter determined by them and execute a certificate of any fact found by them.

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2.10. List of Stockholders. The secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in his name. The stock ledger shall be the only evidence as to who are stockholders entitled to examine such list or to vote in person or by proxy at such meeting.

Section 3. BOARD OF DIRECTORS

3.1. Number. The corporation shall have one or more directors, the number shall be consistent with applicable law and shall be determined from time to time by vote of a majority of the directors then in office. No director need be a stockholder.

3.2. Tenure. Each director shall hold office until the next annual meeting and until his successor is elected and qualified, or until he sooner dies, resigns, is removed or becomes disqualified.

3.3. Powers. The business and affairs of the corporation shall be managed by or under the direction of the board of directors who shall have and may exercise all the powers of the corporation and do all such lawful acts and things as are not by law, the certificate of incorporation or these by-laws directed or required to be exercised or done by the stockholders.

3.4. Vacancies. Vacancies and any newly created directorships resulting from any increase in the number of directors may be filled by vote of the holders of the particular class or series of stock entitled to elect such director at a meeting called for the purpose, or by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, in each case elected by the particular class or series of stock entitled to elect such directors. When one or more directors shall resign from the board, effective at a future date, a majority of the directors then in office, including those who have resigned, who were elected by the particular class or series of stock entitled to elect such resigning director or directors shall have power to fill such vacancy or vacancies, the vote or action by writing thereon to take effect when such resignation or resignations shall become effective. The directors shall have and may exercise all their powers notwithstanding the existence of one or more vacancies in their number, subject to any requirements of law or of the certificate of incorporation or of these by-laws as to the number of directors required for a quorum or for any vote or other actions.

3.5. Committees. The board of directors may, by vote of a majority of the whole board, (a) designate, change the membership of or terminate the existence of any committee or committees, each committee to consist of one or more of the directors; (b) designate one or more directors as alternate members of any such committee who may replace any absent or disqualified member at any meeting of the committee; and (c) determine the extent to which each such committee shall have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation, including the power to authorize the seal of the corporation to be affixed to all papers which require it and the power and authority to declare dividends or to authorize the issuance of stock; excepting, however, such powers which by law, by the certificate of incorporation or by these by-laws they are prohibited from so delegating. In the absence or disqualification of any member of such committee and his alternate, if any, the member or members thereof present at any meeting and not

4

disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Except as the board of directors may otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by the board or such rules, its business shall be conducted as nearly as may be in the same manner as is provided by these by-laws for the conduct of business by the board of directors. Each committee shall keep regular minutes of its meetings and report the same to the board of directors upon request.

3.6. Regular Meetings. Regular meetings of the board of directors may be held without call or notice at such places within or without the State of Delaware and at such times as the board may from time to time determine, provided that notice of the first regular meeting following any such determination shall be given to absent directors. A regular meeting of the directors may be held without call or notice immediately after and at the same place as the annual meeting of stockholders.

3.7. Special Meetings. Special meetings of the board of directors may be held at any time and at any place within or without the state of incorporation designated in the notice of the meeting, when called by the chairman of the board, if any, the president, or by one-third or more in number of the directors, reasonable notice thereof being given to each director by the secretary or by the chairman of the board, if any, the president or any one of the directors calling the meeting.

3.8. Notice. It shall be reasonable and sufficient notice to a director to send notice by mail or overnight courier at least forty-eight hours or by telegram at least twenty-four hours before the meeting addressed to him at his usual or last known business or residence address or to give notice to him in person or by telephone at least twenty-four hours before the meeting. Notice of a meeting need not be given to any director if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. Neither notice of a meeting nor a waiver of a notice need specify the purposes of the meeting.

3.9. Quorum. Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, at any meeting of the directors a majority of the directors then in office shall constitute a quorum; a quorum shall not in any case be less than one-third of the total number of directors constituting the whole board. Any meeting may be adjourned from time to time by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

3.10. Action by Vote. Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, when a quorum is present at any meeting the vote of a majority of the directors present shall be the act of the board of directors.

3.11. Action Without a Meeting. Any action required or permitted to be taken at any meeting of the board of directors or a committee thereof may be taken without a meeting if all the members of the board or of such committee, as the case may be, consent thereto in writing, and such writing or writings are filed with the records of the meetings of the board or of such

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committee. Such consent shall be treated for all purposes as the act of the board or of such committee, as the case may be.

3.12. Participation in Meetings by Conference Telephone. Members of the board of directors, or any committee designated by such board, may participate in a meeting of such board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other or by any other means permitted by law. Such participation shall constitute presence in person at such meeting.

3.13. Compensation. In the discretion of the board of directors, each director may be paid such fees for his services as director and be reimbursed for his reasonable expenses incurred in the performance of his duties as director as the board of directors from time to time may determine. Nothing contained in this section shall be construed to preclude any director from serving the corporation in any other capacity and receiving reasonable compensation therefor.

3.14. Interested Directors and Officers.

(a) No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of the corporation’s directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if:

(1) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or

(2) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or

(3) The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the board of directors, a committee thereof, or the stockholders.

(b) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes the contract or transaction.

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Section 4. OFFICERS AND AGENTS

4.1. Enumeration; Qualification. The officers of the corporation shall be a president, a treasurer, a secretary and such other officers, if any, as the board of directors from time to time may in its discretion elect or appoint including without limitation a chairman of the board, one or more vice presidents and a controller. The corporation may also have such agents, if any, as the board of directors from time to time may in its discretion choose. Any officer may be but none need be a director or stockholder. Any two or more offices may be held by the same person. Any officer may be required by the board of directors to secure the faithful performance of his duties to the corporation by giving bond in such amount and with sureties or otherwise as the board of directors may determine.

4.2. Powers. Subject to law, to the certificate of incorporation and to the other provisions of these by-laws, each officer shall have, in addition to the duties and powers herein set forth, such duties and powers as are commonly incident to his office and such additional duties and powers as the board of directors may from time to time designate.

4.3. Election. The officers may be elected by the board of directors at their first meeting following the annual meeting of the stockholders or at any other time. At any time or from time to time the directors may delegate to any officer their power to elect or appoint any other officer or any agents.

4.4. Tenure. Each officer shall hold office until his respective successor is chosen and qualified unless a shorter period shall have been specified by the terms of his election or appointment, or in each case until he sooner dies, resigns, is removed or becomes disqualified. Each agent shall retain his authority at the pleasure of the directors, or the officer by whom he was appointed or by the officer who then holds agent appointive power.

4.5. Chairman of the Board of Directors, President and Vice President. The chairman of the board, if any, shall have such duties and powers as shall be designated from time to time by the board of directors. Unless the board of directors otherwise specifies, the chairman of the board, or if there is none the chief executive officer, shall preside, or designate the person who shall preside, at all meetings of the stockholders and of the board of directors.

Unless the board of directors otherwise specifies, the president shall be the chief executive officer and shall have direct charge of all business operations of the corporation and, subject to the control of the directors, shall have general charge and supervision of the business of the corporation.

Any vice presidents shall have such duties and powers as shall be set forth in these by-laws or as shall be designated from time to time by the board of directors or by the president.

4.6. Treasurer and Assistant Treasurers. Unless the board of directors otherwise specifies, the treasurer shall be in charge of the corporation’s funds and valuable papers, and shall have such other duties and powers as may be designated from time to time by the board of directors or by the president. If no controller is elected, the treasurer shall, unless the board of directors otherwise specifies, also have the duties and powers of the controller. Any assistant

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treasurers shall have such duties and powers as shall be designated from time to time by the board of directors, the president or the treasurer.

4.7. Controller and Assistant Controllers. If a controller is elected, he shall, unless the board of directors otherwise specifies, be in charge of its books of account and accounting records, and of its accounting procedures. He shall have such other duties and powers as may be designated from time to time by the board of directors, the president or the treasurer. Any assistant controller shall have such duties and powers as shall be designated from time to time by the board of directors, the president, the treasurer or the controller.

4.8. Secretary and Assistant Secretaries. The secretary shall record all proceedings of the stockholders, of the board of directors and of committees of the board of directors in a book or series of books to be kept therefor and shall file therein all actions by written consent of stockholders or directors. In the absence of the secretary from any meeting, an assistant secretary, or if there be none or he is absent, a temporary secretary chosen at the meeting, shall record the proceedings thereof. Unless a transfer agent has been appointed the secretary shall keep or cause to be kept the stock and transfer records of the corporation, which shall contain the names and record addresses of all stockholders and the number of shares registered in the name of each stockholder. He shall have such other duties and powers as may from time to time be designated by the board of directors or the president. Any assistant secretaries shall have such duties and powers as shall be designated from time to time by the board of directors, the president or the secretary.

Section 5. RESIGNATIONS AND REMOVALS

5.1. Any director or officer may resign at any time by delivering his resignation in writing to the chairman of the board, if any, the president, or the secretary or to a meeting of the board of directors. Such resignation shall be effective upon receipt unless specified to be effective at some other time, and without in either case the necessity of its being accepted unless the resignation shall so state. A director (including persons elected by stockholders or directors to fill vacancies in the board) may be removed from office with or without cause by the vote of the holders of a majority of the issued and outstanding shares of the particular class or series entitled to vote in the election of such director. The board of directors may at any time remove any officer either with or without cause. The board of directors may at any time terminate or modify the authority of any agent.

Section 6. VACANCIES

6.1. If the office of the president or the treasurer or the secretary becomes vacant, the directors may elect a successor by vote of a majority of the directors then in office. If the office of any other officer becomes vacant, any person or body empowered to elect or appoint that officer may choose a successor. Each such successor shall hold office for the unexpired term, and in the case of the president, the treasurer and the secretary until his successor is chosen and qualified or in each case until he sooner dies, resigns, is removed or becomes disqualified. Any vacancy of a directorship shall be filled as specified in Section 3.4 of these by-laws.

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Section 7. CAPITAL STOCK

7.1. Stock Certificates. Each stockholder shall be entitled to a certificate stating the number and the class and the designation of the series, if any, of the shares held by him, in such form as shall, in conformity to law, the certificate of incorporation and the by-laws, be prescribed from time to time by the board of directors. Such certificate shall be signed by the chairman or vice chairman of the board, or the president or a vice president and by the treasurer or an assistant treasurer or by the secretary or an assistant secretary. Any of or all the signatures on the certificate may be a facsimile. In case an officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the time of its issue.

7.2. Loss of Certificates. In the case of the alleged theft, loss, destruction or mutilation of a certificate of stock, a duplicate certificate may be issued in place thereof, upon such terms, including receipt of a bond sufficient to indemnify the corporation against any claim on account thereof, as the board of directors may prescribe.

Section 8. TRANSFER OF SHARES OF STOCK

8.1. Transfer on Books. Subject to the restrictions, if any, stated or noted on the stock certificate, shares of stock may be transferred on the books of the corporation by the surrender to the corporation or its transfer agent of the certificate therefor properly endorsed or accompanied by a written assignment and power of attorney properly executed, with necessary transfer stamps affixed, and with such proof of the authenticity of signature as the board of directors or the transfer agent of the corporation may reasonably require. Except as may be otherwise required by law, by the certificate of incorporation or by these by-laws, the corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to receive notice and to vote or to give any consent with respect thereto and to be held liable for such calls and assessments, if any, as may lawfully be made thereon, regardless of any transfer, pledge or other disposition of such stock until the shares have been properly transferred on the books of the corporation.

It shall be the duty of each stockholder to notify the corporation of his post office address.

8.2. Record Date. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no such record date is fixed by the board of directors, the record date for determining the stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment

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of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no such record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the state of incorporation hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. If no record date has been fixed by the board of directors and prior action by the board of directors is required by applicable law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such payment, exercise or other action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

Section 9. CORPORATE SEAL

9.1. Subject to alteration by the directors, the seal of the corporation shall consist of a flat-faced circular die with the word “Delaware” and the name of the corporation cut or engraved thereon, together with such other words, dates or images as may be approved from time to time by the directors.

Section 10. EXECUTION OF PAPERS

10.1. Except as the board of directors may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts or other obligations made, accepted or endorsed by the corporation shall be signed by the chairman of the board, if any, the president, a vice president or the treasurer.

Section 11. FISCAL YEAR

11.1. The fiscal year of the corporation shall end on the 31st of December.

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Section 12. AMENDMENTS

12.1. These by-laws may be adopted, amended or repealed by vote of a majority of the directors then in office or by vote of a majority of the stock outstanding and entitled to vote. Any by-law, whether adopted, amended or repealed by the stockholders or directors, may be amended or reinstated by the stockholders or the directors.

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EX-3.29

Exhibit 3.29

CERTIFICATE OF INCORPORATION

OF

AMERICAN MEDICAL RESPONSE MANAGEMENT, INC.

1. The name of this corporation is American Medical Response Management, Inc.

2. The registered office of this corporation in the State of Delaware is located at 1013 Centre Road, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is Corporation Service Company.

3. The purpose of this corporation is to engage in any, lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

4. The total number of shares of stock that this corporation shall have authority to issue is 3000 shares of Common Stock, $.01 par value per share. Each share of Common Stock shall be entitled to one vote.

5. The name and mailing address of the incorporator is: Ann L. Milner, Ropes & Gray, One International Place, Boston, MA 02110-2624.

6. Except as otherwise provided in the provisions establishing a class of stock, the number of authorized shares of any class of stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of the corporation entitled to vote irrespective of the provisions of Section 242(b)(2) of the General Corporation Law of the State of Delaware.

7. The election of directors need not be by written ballot unless the by-laws shall so require.

8. In furtherance and not in limitation of the power conferred upon the board of directors by law, the board of directors shall have power to make, adopt, alter, amend and repeal from time to time by-laws of this corporation, subject to the right of the stockholders entitled to vote with respect thereto to alter and repeal by-laws made by the board of directors.

9. A director of this corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent that exculpation from liability is not permitted under the General Corporation Law of the State of Delaware as in effect at the time such liability is determined. No amendment or repeal of this paragraph 9 shall apply to or have any effect on the liability or alleged liability of any director of the corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

10. This corporation shall, to the maximum extent permitted from time to time under the law of the State of Delaware, indemnify and upon request advance expenses to any person who is or was a party or is threatened to be made a party to any threatened, pending or completed

action, suit, proceeding or claim, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was or has agreed to be a director or officer of this corporation or while a director or officer is or was serving at the request of this corporation as a director, officer, partner, trustee, employee or agent of any corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against expenses (including attorney’s fees and expenses), judgments, fines, penalties and amounts paid in settlement incurred (and not otherwise recovered) in connection with the investigation, preparation to defend or defense of such action, suit, proceeding or claim; provided, however, that the foregoing shall not require this corporation to indemnify or advance expenses to any person in connection with any action, suit, proceeding, claim or counterclaim initiated by or on behalf of such person. Such indemnification shall not be exclusive of other indemnification rights arising under any by-law, agreement, vote of directors or stockholders or otherwise and shall inure to the benefit of the heirs and legal representatives of such person. Any person seeking indemnification under this paragraph 10 shall be deemed to have met the standard of conduct required for such indemnification unless the contrary shall be established. Any repeal or modification of the foregoing provisions of this paragraph 10 shall not adversely affect any right or protection of a director or officer of this corporation with respect to any acts or omissions of such director or officer occurring prior to such repeal or modification.

11. The books of this corporation may (subject to any statutory requirements) be kept outside the State of Delaware as may be designated by the board of directors or in the by-laws of this corporation.

12. If at any time this corporation shall have a class of stock registered pursuant to the provisions of the Securities Exchange Act of 1934, for so long as such class is so registered, any action by the stockholders of such class must be taken at an annual or special meeting of stockholders and may not be taken by written consent.

THE UNDERSIGNED, the sole Incorporator named above, hereby certifies that the fact stated above are true as of this 18th day of June, 1996.

/s/ Ann L. Milner

Ann L. Milner

CERTIFICATE OF CHANGE OF REGISTERED AGENT

AND

REGISTERED OFFICE

* * * * *

American Medical Response Management, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

The present registered agent of the corporation is Corporation Service Company and the present registered office of the corporation is in the county of New Castle.

The Board of Directors of American Medical Response Management, Inc. adopted the following resolution on the 1st day of September, 1996.

Resolved, that the registered office of 1013 Centre Road, Wilmington, DE 19805 in the state of Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, and the authorization of the present registered agent of this corporation be and the same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby constituted and appointed the registered agent of this corporation at the address of its registered office.

IN WITNESS WHEREOF, American Medical Response Management, Inc. has caused this statement to be signed by William George, its Vice President*, this 1st day of September, 1996.

/s/ William George

William George, Vice President

(Title)

*      Any authorized officer or the chairman or Vice-Chairman of the Board of Directors may execute this certificate.

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

AND OF REGISTERED AGENT

OF

AMERICAN MEDICAL RESPONSE MANAGEMENT, INC.

It is hereby certified that:

1.             The name of the corporation (hereinafter called the “corporation”) is:

AMERICAN MEDICAL RESPONSE MANAGEMENT, INC.

2.             The registered office of the corporation within the State of Delaware is hereby changed to 2711 Centerville Road, Suite 400, City of Wilmington 19808, County of New Castle.

3.             The registered agent of the corporation within the State of Delaware is hereby changed to Corporation Service Company, the business office of which is identical with the registered office of the corporation as hereby changed.

4.             The corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on Feb 10, 2006
	/s/ Randy Owen
	Name:	Randy Owen
	Title:	Chief Financial Officer & VP

EX-3.30

Exhibit 3.30

BY-LAWS

OF

THE SUBSIDIARIES OF

AMERICAN MEDICAL RESPONSE, INC.

Section 1. LAW, CERTIFICATE OF INCORPORATION

AND BY-LAWS

1.1. These by-laws are subject to the certificate of incorporation of the corporation. In these by-laws, references to law, the certificate of incorporation and by-laws mean the law, the provisions of the certificate of incorporation and the by-laws as from time to time in effect.

Section 2. STOCKHOLDERS

2.1. Annual Meeting. The annual meeting of stockholders shall be held at 10:00 am on the second Tuesday in May in each year, unless that day be a legal holiday at the place where the meeting is to be held, in which case the meeting shall be held at the same hour on the next succeeding day not a legal holiday, or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect a board of directors and transact such other business as may be required by law or these by-laws or as may properly come before the meeting.

2.2. Special Meetings. A special meeting of the stockholders may be called at any time by the chairman of the board, if any, the president or the board of directors. A special meeting of the stockholders shall be called by the secretary, or in the case of the death, absence, incapacity or refusal of the secretary, by an assistant secretary or some other officer, upon application of a majority of the directors. Any such application shall state the purpose or purposes of the proposed meeting. Any such call shall state the place, date, hour, and purposes of the meeting.

2.3. Place of Meeting. All meetings of the stockholders for the election of directors or for any other purpose shall be held at such place within or without the state of incorporation as may be determined from time to time by the chairman of the board, if any, the president or the board of directors. Any adjourned session of any meeting of the stockholders shall be held at the place designated in the vote of adjournment.

2.4. Notice of Meetings. Except as otherwise provided by law, a written notice of each meeting of stockholders stating the place, day and hour thereof and, in the case of a special meeting, the purposes for which the meeting is called, shall be given not less then ten nor more than sixty days before the meeting, to each stockholder entitled to vote thereat, and to each stockholder who, by law, by the certificate of incorporation or by these by-laws, is entitled to notice, by leaving such notice with him or at his residence or usual place of business, or by depositing it in the United States mail, postage prepaid, and addressed to such stockholder at his

address as it appears in the records of the corporation. Such notice shall be given by the secretary, or by an officer or person designated by the board of directors, or in the case of a special meeting by the officer calling the meeting. As to any adjourned session of any meeting of stockholders, notice of the adjourned meeting need not be given if the time and place thereof are announced at the meeting at which the adjournment was taken except that if the adjournment is for more than thirty days or if after the adjournment a new record date is set for the adjourned session, notice of any such adjourned session of the meeting shall be given in the manner heretofore described. No notice of any meeting of stockholders or any adjourned session thereof need be given to a stockholder if a written waiver of notice, executed before or after the meeting or such adjourned session by such stockholder, is filed with the records of the meeting or if the stockholder attends such meeting without objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the stockholders or any adjourned session thereof need be specified in any written waiver of notice.

2.5. Quorum of Stockholders. At any meeting of the stockholders a quorum as to any matter shall consist of a majority of the votes entitled to be cast on the matter, except where a larger quorum is required by law, by the certificate of incorporation or by these by-laws. Any meeting may be adjourned from time to time by a majority of the votes properly cast upon the question, whether or not a quorum is present. If a quorum is present at an original meeting, a quorum need not be present at an adjourned session of that meeting. Shares of its own stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of any corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

2.6. Action by Vote. When a quorum is present at any meeting, a plurality of the votes properly cast for election to any office shall elect to such office and a majority of the votes properly cast upon any question other than an election to an office shall decide the question, except when a larger vote is required by law, by the certificate of incorporation or by these by-laws. No ballot shall be required for any election unless requested by a stockholder present or represented at the meeting and entitled to vote in the election.

2.7. Action without Meetings. Unless otherwise provided in the certificate of incorporation, any action required or permitted to be taken by stockholders for or in connection with any corporate action may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in the state of incorporation by hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. No written consent shall be effective to take the corporate action referred to therein unless written consents signed by a number of stockholders sufficient to take such action are delivered to the corporation

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in the manner specified in this paragraph within sixty days of the earliest dated consent so delivered.

If action is taken by consent of stockholders and in accordance with the foregoing, there shall be filed with the records of the meetings of stockholders the writing or writings comprising such consent.

If action is taken by less than unanimous consent of stockholders, prompt notice of the taking of such action without a meeting shall be given to those who have not consented in writing and a certificate signed and attested to by the secretary that such notice was given shall be filed with the records of the meetings of stockholders.

In the event that the action which is consented to is such as would have required the filing of a certificate under any provision of the General Corporation Law of the State of Delaware, if such action had been voted upon by the stockholders at a meeting thereof, the certificate filed under such provision shall state, in lieu of any statement required by such provision concerning a vote of stockholders, that written consent has been given under Section 228 of said General Corporation Law and that written notice has been given as provided in such Section 228.

2.8. Proxy Representation. Every stockholder may authorize another person or persons to act for him by proxy in all matters in which a stockholder is entitled to participate, whether by waiving notice of any meeting, objecting to or voting or participating at a meeting, or expressing consent or dissent without a meeting. Every proxy must be signed by the stockholder or by his attorney-in-fact. No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally. The authorization of a proxy may but need not be limited to specified action, provided, however, that if a proxy limits its authorization to a meeting or meetings of stockholders, unless otherwise specifically provided such proxy shall entitle the holder thereof to vote at any adjourned session but shall not be valid after the final adjournment thereof.

2.9. Inspectors. The directors or the person presiding at the meeting may, and shall if required by applicable law, appoint one or more inspectors of election and any substitute inspectors to act at the meeting or any adjournment thereof. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspectors shall make a report in writing of any challenge, question or matter determined by them and execute a certificate of any fact found by them.

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2.10. List of Stockholders. The secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in his name. The stock ledger shall be the only evidence as to who are stockholders entitled to examine such list or to vote in person or by proxy at such meeting.

Section 3. BOARD OF DIRECTORS

3.1. Number. The corporation shall have one or more directors, the number shall be consistent with applicable law and shall be determined from time to time by vote of a majority of the directors then in office. No director need be a stockholder.

3.2. Tenure. Each director shall hold office until the next annual meeting and until his successor is elected and qualified, or until he sooner dies, resigns, is removed or becomes disqualified.

3.3. Powers. The business and affairs of the corporation shall be managed by or under the direction of the board of directors who shall have and may exercise all the powers of the corporation and do all such lawful acts and things as are not by law, the certificate of incorporation or these by-laws directed or required to be exercised or done by the stockholders.

3.4. Vacancies. Vacancies and any newly created directorships resulting from any increase in the number of directors may be filled by vote of the holders of the particular class or series of stock entitled to elect such director at a meeting called for the purpose, or by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, in each case elected by the particular class or series of stock entitled to elect such directors. When one or more directors shall resign from the board, effective at a future date, a majority of the directors then in office, including those who have resigned, who were elected by the particular class or series of stock entitled to elect such resigning director or directors shall have power to fill such vacancy or vacancies, the vote or action by writing thereon to take effect when such resignation or resignations shall become effective. The directors shall have and may exercise all their powers notwithstanding the existence of one or more vacancies in their number, subject to any requirements of law or of the certificate of incorporation or of these by-laws as to the number of directors required for a quorum or for any vote or other actions.

3.5. Committees. The board of directors may, by vote of a majority of the whole board, (a) designate, change the membership of or terminate the existence of any committee or committees, each committee to consist of one or more of the directors; (b) designate one or more directors as alternate members of any such committee who may replace any absent or disqualified member at any meeting of the committee; and (c) determine the extent to which each such committee shall have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation, including the power to authorize the seal of the corporation to be affixed to all papers which require it and the power and authority to declare dividends or to authorize the issuance of stock; excepting, however, such powers which by law, by the certificate of incorporation or by these by-laws they are prohibited from so delegating. In the absence or disqualification of any member of such committee and his alternate, if any, the member or members thereof present at any meeting and not

4

disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Except as the board of directors may otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by the board or such rules, its business shall be conducted as nearly as may be in the same manner as is provided by these by-laws for the conduct of business by the board of directors. Each committee shall keep regular minutes of its meetings and report the same to the board of directors upon request.

3.6. Regular Meetings. Regular meetings of the board of directors may be held without call or notice at such places within or without the State of Delaware and at such times as the board may from time to time determine, provided that notice of the first regular meeting following any such determination shall be given to absent directors. A regular meeting of the directors may be held without call or notice immediately after and at the same place as the annual meeting of stockholders.

3.7. Special Meetings. Special meetings of the board of directors may be held at any time and at any place within or without the state of incorporation designated in the notice of the meeting, when called by the chairman of the board, if any, the president, or by one-third or more in number of the directors, reasonable notice thereof being given to each director by the secretary or by the chairman of the board, if any, the president or any one of the directors calling the meeting.

3.8. Notice. It shall be reasonable and sufficient notice to a director to send notice by mail or overnight courier at least forty-eight hours or by telegram at least twenty-four hours before the meeting addressed to him at his usual or last known business or residence address or to give notice to him in person or by telephone at least twenty-four hours before the meeting. Notice of a meeting need not be given to any director if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. Neither notice of a meeting nor a waiver of a notice need specify the purposes of the meeting.

3.9. Quorum. Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, at any meeting of the directors a majority of the directors then in office shall constitute a quorum; a quorum shall not in any case be less than one-third of the total number of directors constituting the whole board. Any meeting may be adjourned from time to time by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

3.10. Action by Vote. Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, when a quorum is present at any meeting the vote of a majority of the directors present shall be the act of the board of directors.

3.11. Action Without a Meeting. Any action required or permitted to be taken at any meeting of the board of directors or a committee thereof may be taken without a meeting if all the members of the board or of such committee, as the case may be, consent thereto in writing, and such writing or writings are filed with the records of the meetings of the board or of such

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committee. Such consent shall be treated for all purposes as the act of the board or of such committee, as the case may be.

3.12. Participation in Meetings by Conference Telephone. Members of the board of directors, or any committee designated by such board, may participate in a meeting of such board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other or by any other means permitted by law. Such participation shall constitute presence in person at such meeting.

3.13. Compensation. In the discretion of the board of directors, each director may be paid such fees for his services as director and be reimbursed for his reasonable expenses incurred in the performance of his duties as director as the board of directors from time to time may determine.

Nothing contained in this section shall be construed to preclude any director from serving the corporation in any other capacity and receiving reasonable compensation therefor.

3.14. Interested Directors and Officers.

(a) No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of the corporation’s directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if:

(1) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or

(2) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or

(3) The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the board of directors, a committee thereof, or the stockholders.

(b) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes the contract or transaction.

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Section 4. OFFICERS AND AGENTS

4.1. Enumeration; Qualification. The officers of the corporation shall be a president, a treasurer, a secretary and such other officers, if any, as the board of directors from time to time may in its discretion elect or appoint including without limitation a chairman of the board, one or more vice presidents and a controller. The corporation may also have such agents, if any, as the board of directors from time to time may in its discretion choose. Any officer may be but none need be a director or stockholder. Any two or more offices may be held by the same person. Any officer may be required by the board of directors to secure the faithful performance of his duties to the corporation by giving bond in such amount and with sureties or otherwise as the board of directors may determine.

4.2. Powers. Subject to law, to the certificate of incorporation and to the other provisions of these by-laws, each officer shall have, in addition to the duties and powers herein set forth, such duties and powers as are commonly incident to his office and such additional duties and powers as the board of directors may from time to time designate.

4.3. Election. The officers may be elected by the board of directors at their first meeting following the annual meeting of the stockholders or at any other time. At any time or from time to time the directors may delegate to any officer their power to elect or appoint any other officer or any agents.

4.4. Tenure. Each officer shall hold office until his respective successor is chosen and qualified unless a shorter period shall have been specified by the terms of his election or appointment, or in each case until he sooner dies, resigns, is removed or becomes disqualified. Each agent shall retain his authority at the pleasure of the directors, or the officer by whom he was appointed or by the officer who then holds agent appointive power.

4.5. Chairman of the Board of Directors, President and Vice President. The chairman of the board, if any, shall have such duties and powers as shall be designated from time to time by the board of directors. Unless the board of directors otherwise specifies, the chairman of the board, or if there is none the chief executive officer, shall preside, or designate the person who shall preside, at all meetings of the stockholders and of the board of directors.

Unless the board of directors otherwise specifies, the president shall be the chief executive officer and shall have direct charge of all business operations of the corporation and, subject to the control of the directors, shall have general charge and supervision of the business of the corporation.

Any vice presidents shall have such duties and powers as shall be set forth in these by-laws or as shall be designated from time to time by the board of directors or by the president.

4.6. Treasurer and Assistant Treasurers. Unless the board of directors otherwise specifies, the treasurer shall be in charge of the corporation’s funds and valuable papers, and shall have such other duties and powers as may be designated from time to time by the board of directors or by the president. If no controller is elected, the treasurer shall, unless the board of directors otherwise specifies, also have the duties and powers of the controller. Any assistant

7

treasurers shall have such duties and powers as shall be designated from time to time by the board of directors, the president or the treasurer.

4.7. Controller and Assistant Controllers. If a controller is elected, he shall, unless the board of directors otherwise specifies, be in charge of its books of account and accounting records, and of its accounting procedures. He shall have such other duties and powers as may be designated from time to time by the board of directors, the president or the treasurer. Any assistant controller shall have such duties and powers as shall be designated from time to time by the board of directors, the president, the treasurer or the controller.

4.8. Secretary and Assistant Secretaries. The secretary shall record all proceedings of the stockholders, of the board of directors and of committees of the board of directors in a book or series of books to be kept therefor and shall file therein all actions by written consent of stockholders or directors. In the absence of the secretary from any meeting, an assistant secretary, or if there be none or he is absent, a temporary secretary chosen at the meeting, shall record the proceedings thereof. Unless a transfer agent has been appointed the secretary shall keep or cause to be kept the stock and transfer records of the corporation, which shall contain the names and record addresses of all stockholders and the number of shares registered in the name of each stockholder. He shall have such other duties and powers as may from time to time be designated by the board of directors or the president. Any assistant secretaries shall have such duties and powers as shall be designated from time to time by the board of directors, the president or the secretary.

Section 5. RESIGNATIONS AND REMOVALS

5.1. Any director or officer may resign at any time by delivering his resignation in writing to the chairman of the board, if any, the president, or the secretary or to a meeting of the board of directors. Such resignation shall be effective upon receipt unless specified to be effective at some other time, and without in either case the necessity of its being accepted unless the resignation shall so state. A director (including persons elected by stockholders or directors to fill vacancies in the board) may be removed from office with or without cause by the vote of the holders of a majority of the issued and outstanding shares of the particular class or series entitled to vote in the election of such director. The board of directors may at any time remove any officer either with or without cause. The board of directors may at any time terminate or modify the authority of any agent.

Section 6. VACANCIES

6.1. If the office of the president or the treasurer or the secretary becomes vacant, the directors may elect a successor by vote of a majority of the directors then in office. If the office of any other officer becomes vacant, any person or body empowered to elect or appoint that officer may choose a successor. Each such successor shall hold office for the unexpired term, and in the case of the president, the treasurer and the secretary until his successor is chosen and qualified or in each case until he sooner dies, resigns, is removed or becomes disqualified. Any vacancy of a directorship shall be filled as specified in Section 3.4 of these by-laws.

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Section 7. CAPITAL STOCK

7.1. Stock Certificates. Each stockholder shall be entitled to a certificate stating the number and the class and the designation of the series, if any, of the shares held by him, in such form as shall, in conformity to law, the certificate of incorporation and the by-laws, be prescribed from time to time by the board of directors. Such certificate shall be signed by the chairman or vice chairman of the board, or the president or a vice president and by the treasurer or an assistant treasurer or by the secretary or an assistant secretary. Any of or all the signatures on the certificate may be a facsimile. In case an officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the time of its issue.

7.2. Loss of Certificates. In the case of the alleged theft, loss, destruction or mutilation of a certificate of stock, a duplicate certificate may be issued in place thereof, upon such terms, including receipt of a bond sufficient to indemnify the corporation against any claim on account thereof, as the board of directors may prescribe.

Section 8. TRANSFER OF SHARES OF STOCK

8.1. Transfer on Books. Subject to the restrictions, if any, stated or noted on the stock certificate, shares of stock may be transferred on the books of the corporation by the surrender to the corporation or its transfer agent of the certificate therefor properly endorsed or accompanied by a written assignment and power of attorney properly executed, with necessary transfer stamps affixed, and with such proof of the authenticity of signature as the board of directors or the transfer agent of the corporation may reasonably require. Except as may be otherwise required by law, by the certificate of incorporation or by these by-laws, the corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to receive notice and to vote or to give any consent with respect thereto and to be held liable for such calls and assessments, if any, as may lawfully be made thereon, regardless of any transfer, pledge or other disposition of such stock until the shares have been properly transferred on the books of the corporation.

It shall be the duty of each stockholder to notify the corporation of his post office address.

8.2. Record Date. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no such record date is fixed by the board of directors, the record date for determining the stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment

9

of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no such record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the state of incorporation hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. If no record date has been fixed by the board of directors and prior action by the board of directors is required by applicable law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such payment, exercise or other action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

Section 9. CORPORATE SEAL

9.1. Subject to alteration by the directors, the seal of the corporation shall consist of a flat-faced circular die with the word “Delaware” and the name of the corporation cut or engraved thereon, together with such other words, dates or images as may be approved from time to time by the directors.

Section 10. EXECUTION OF PAPERS

10.1. Except as the board of directors may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts or other obligations made, accepted or endorsed by the corporation shall be signed by the chairman of the board, if any, the president, a vice president or the treasurer.

Section 11. FISCAL YEAR

11.1. The fiscal year of the corporation shall end on the 31st of December.

10

Section 12. AMENDMENTS

12.1. These by-laws may be adopted, amended or repealed by vote of a majority of the directors then in office or by vote of a majority of the stock outstanding and entitled to vote. Any by-law, whether adopted, amended or repealed by the stockholders or directors, may be amended or reinstated by the stockholders or the directors.

11

EX-3.31

Exhibit 3.31

PENNSYLVANIA DEPARTMENT OF STATE

CORPORATION BUREAU

Statement of Change of Registered Office (15 Pa.C.S.)

x Domestic Business Corporation (§ 1507)

o Foreign Business Corporation (§ 4144)

o Domestic Nonprofit Corporation (§ 5507)

o Foreign Nonprofit Corporation (§ 6144)

o Domestic Limited Partnership (§ 8506)

Corporation Service Company Document will be returned to the name and address you enter to the left.

Fee: $70

In compliance with the requirements of the applicable provisions of 15 Pa.C.S.  (relating to corporations and unincorporated associations), the undersigned corporation or limited partnership, desiring to effect a change of registered office, hereby states that:

1. The name is		State ID# 750735
AMERICAN MEDICAL RESPONSE MID-ATLANTIC, INC.
2. The (a) address of its initial registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is:
(a) Number and street	City		State	Zip		County
(b) Name of Commercial Registered Office Provider
County
c/o: CT Corp System					Philadelphia

3. Complete part (a) or (b):
(a) The address to which the registered office of the corporation or limited partnership in this Commonwealth is to be changed is:
Number and street	City	State	Zip		County
(b) The registered office of the corporation or limited partnership shall be provided by:
c/o: Corporation Service Company				Dauphin
Name of Commercial Registered Office Provider					County
4. Strike out if a limited partnership:
Such change was authorized by the Board of Directors of the corporation.

IN TESTIMONY WHEREOF, the undersigned has caused this Application for Registration to be signed by a duly authorized officer thereof this

10 day of Feb, 2006

AMERICAN MEDICAL RESPONSE MID-ATLANTIC, INC.

Name of Corporation/Limited Partnership

/s/Randy Owen

Signature

Chief Financial Officer & VP

Title

Randy Owen

Secretary of the Commonwealth

ARTICLES OF MERGER-DOMESTIC BUSINESS CORPORATION

DSCB:15-1926 (Rev 90)

In compliance with the requirements of 15 Pa.C.S. Section 1926 (relating to articles of merger or consolidation), the undersigned business corporations, desiring to effect a merger, hereby state that:

1.The name of the corporation surviving the merger is: American Medical Response Mid-Atlantic, Inc.

2.(Check and complete one of the following):

xThe surviving corporation is a domestic business corporation and the (a) address of its current registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is (the Department is hereby authorized to correct the following information to conform to the records of the Department):

(a)Number and Street:	Arsenal Business Center, Bldg. #5, 5301 Tacony St.
City:	Philadelphia
State:	PA
Zip:	19137
County:	Philadelphia
(b)c/o: Name of Commercial Registered Office Provider:
County:

For a corporation represented by a commercial registered office provider, the county in (b) shall be deemed the country in which the corporation is located for venue and official publication purposes.

oThe surviving corporation is a qualified foreign business corporation incorporated under the laws of                     and the (a) address of its current registered office in this Commonwealth or (b) commercial registered office provider end the county of venue is (the Department is hereby authorized to correct the following address to conform to the records of the Department):

(a)Number and Street:

City:

State:

Zip:

County:

(b)c/o: Name of Commercial Registered Office Provider:

County:

For a corporation represented by a commercial registered office provider, the country in (b) shall be deemed the county in which the corporation is located for venue and official publication purposes.

oThe surviving corporation is a nonqualified foreign business corporation incorporated under the laws of                   and the address of its principal office under the laws of such domiciliary jurisdiction is:

Number and Street:

City:

State:

Zip:

3.The name and the address of the registered office in this Commonwealth or name of its commercial registered office provider and the county of venue of each other domestic business corporation and qualified business corporation which is a party to the plan of merger are as follows:

Name of Corporation:

Ambu-Care, Inc.,

CareLine-Delaware Valley,

Address of Registered Office or Name of Commercial Registered Office Provider:

c/o C T Corporation System

c/o C T Corporation System

County:

Philadelphia

Philadelphia

DSCB 15-1925 (Rev 90)-2

4.(Check, and if appropriate complete, one of the following):

oThe plan of merger shall be effective upon filing these Articles of Merger in the Department of State.

xThe-plan of merger shall be effective on:	September 2, 1997 at
	Date	Hour

5.The manner in which the plan of merger was adopted by each domestic corporation is as follows:

Name of Corporation:

American Medical Response Mid-Atlantic, Inc.

Ambu-Care, Inc.

CareLine-Delaware Valley, Inc.

Manner of Adoption:

Written Consent of sole Director

Written Consent of sole Director

Written Consent of sole Director and sole Shareholder

6.(Strike out this paragraph if no foreign corporation is a party to the merger).

7.(Check, and if appropriate complete, one of the following):

xThe plan of merger is set forth in full in Exhibit A attached hereto and made a part hereof.

oPursuant to 15 Pa.C.S. Section 1901 (relating to omission of certain provisions from filed plans) the provisions, if any, of the plan of merger that amend or constitute the operative Articles of Incorporation of the surviving corporation as in effect subsequent to the effective date of the plan are set forth in full in Exhibit A attached hereto and made a part hereof. The full text of the plan of merger is on file at the principal place of business of the surviving corporation, the address of which is:

Number and Street:

City:

State:

Zip:

County:

IN TESTIMONY WHEREOF, the undersigned corporation or each undersigned corporation has caused these Articles of Merger to be signed by a duly authorized officer thereof this 27 day of August, 1997

(Name of Corporation)
SEE EXHIBIT A ATTACHED HERETO
BY:
	(Signature)
TITLE:
(Name of Corporation)
BY:
	(Signature)
TITLE:

AMERICAN MEDICAL RESPONSE
MID-ATLANTIC, INC.
By:	/s/ Joshua T. Gaines
Name: Joshua T. Gaines
Title: Vice President
AMBU-CARE, INC.
By:	/s/ Joshua T. Gaines
Name: Joshua T. Gaines
Title: Vice President
CARELINE-DELAWARE VALLEY, INC.
By:	/s/ Joshua T. Gaines
Name: Joshua T. Gaines
Title: Vice President
Dated: August 27, 1997

PLAN OF MERGER approved by CareLine-Delaware Valley, Inc., a business corporation formed under the General Corporation Law of Delaware, and by resolution adopted by its sole Director on said date, Ambu-Care, Inc., which is a business corporation organized under the laws of the Commonwealth of Pennsylvania, and which is subject to the provisions of the Business Corporation Law of 1988 of the Commonwealth of Pennsylvania, and adopted by its sole Director on said date, by American Medical Response Mid-Atlantic, Inc., which is a business corporation organized under the laws of the Commonwealth of Pennsylvania, and which is subject to the provisions of the Business Corporation Law of 1988 of the Commonwealth of Pennsylvania, and by resolution adopted by its sole Director on said date.

1. Ambu-Care, Inc., and CareLine-Delaware Valley, Inc. and American Medical Response Mid-Atlantic, Inc., shall, pursuant to the provisions of the Business Corporation Law of 1988 of the Commonwealth of Pennsylvania and the provisions of the General Corporation Law of Delaware, be merged with and into a single corporation to wit, American Medical Response Mid-Atlantic, Inc., which shall be the surviving corporation upon the effective date of the merger and which is sometime hereinafter referred to as the “surviving corporation”, and which shall continue to exist as said surviving corporation under its present name pursuant to the provisions of the Business Corporation Law of 1988 of the Commonwealth of Pennsylvania. The separate existence of Ambu-Care, Inc., and CareLine-Delaware Valley, Inc., which are sometimes hereinafter referred to as the “terminating companies”, shall cease upon the effective date of the merger in accordance with the provisions of the Laws of the Commonwealth of Pennsylvania and the General Corporation Law of Delaware.

2. The Articles of Incorporation of the surviving corporation upon the effective date of the merger in the Commonwealth of Pennsylvania shall continue to be the Articles of Incorporation of said surviving corporation and shall continue in full force and effect until amended and changed in the manner prescribed by the provisions of the Business Corporation Law of 1988 of the Commonwealth of Pennsylvania.

3. The bylaws of the surviving corporation as in fore and effect upon the effective date of the merger in the Commonwealth of Pennsylvania shall continue to be the bylaws of said surviving corporation and shall continue in full force and effect until changed, altered or amended as therein provided and in the manner prescribed by the provisions of the Business Corporation Law of 1988 of the Commonwealth of Pennsylvania.

4. The directors and officers in office of the surviving corporation upon the effective date of the merger in the Commonwealth of Pennsylvania shall continue to be the members of the Board of Directors and the officers of the surviving corporation, all of whom shall hold their directorships and offices until the election and qualification of their respective successors or until their tenure is otherwise terminated in accordance with the bylaws of the surviving corporation.

5. Each issued share of each terminating company immediately prior to the effective time and date of the merger shall, at the effective time and date of the merger be canceled and no payment shall be made in respect thereof. The issued shares of the surviving corporation shall not be converted or exchanged in any manner, but each said share which is issued as of the

effective date of the merger shall continue to represent one issued share of the surviving corporation.

6. In the event that the merger of the terminating companies with and into the surviving corporation shall have been fully authorized in accordance with the provisions of the General Corporation Law of Delaware and in accordance with the provisions of the Business Corporation Law of 1988 of the Commonwealth of Pennsylvania, the terminated companies and the surviving corporation hereby stipulate that they will cause to be executed and filed and/or recorded any document or documents prescribed by the laws of the State of Delaware and of the Commonwealth of Pennsylvania, and that they will cause to be performed all necessary acts therein and elsewhere to effectuate the merger.

7. Any officer of the terminating companies and any officer of the surviving corporation are hereby authorized to execute Articles of Merger upon behalf of said corporations, respectively, in conformity with the provisions of the Business Corporation Law of 1988 of the Commonwealth of Pennsylvania; and each of the Boards of Directors and the proper officers of the terminating companies, and of the surviving corporation, respectively, are hereby authorized, empowered, and directed to do any and all acts and things, and to make, execute, deliver, file, and/or record any and all instruments, papers, and documents which shall be or become necessary, proper, or convenient to carry out or put into effect any of the provisions of this Plan of Merger of the merger herein provided for.

8. The effective date of this Plan of Merger and of the merger therein provided for shall, insofar as the provisions of the Business Corporation Law of 1988 of the Commonwealth of Pennsylvania shall govern the same, be September 2, 1997.

Secretary of the Commonwealth

STATEMENT OF CHANGE OF REGISTERED OFFICE

DSCB:15-1507/4144/5507/6144/8506 (Rev 90)

Indicate type of entity (check one):

xDomestic Business Corporation (15 Pa.C.S. Section 1507)

oForeign Nonprofit Corporation (15 Pa.C.S. Section 6144)

oForeign Business Corporation (15 Pa.C.S. Section 4144)

oDomestic Limited Partnership (15 Pa.C.S. Section 8506)

oDomestic Nonprofit Corporation (15 Pa.C.S. Section 5507)

In compliance with the requirements of the applicable provisions of 15 Pa.C.S. (relating to corporations and unincorporated actions) the. undersigned corporation or limited partnership, desiring to effect a change of registered office, hereby states that:

1. The name of the corporation or limited partnership is American Medical Response Mid-Atlantic Inc.

2. The (a) address of this corporation’s or limited partnership’s current registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is: (the Department is hereby authorized to correct the following information to conform to the records of the Department):

(a)Not On File
Number and Street	City	State	Zip	County

(b)c/o:
	Name of Commercial Registered Office Provider	County

For a corporation or a limited partnership represented by a commercial registered office provider; the county in (b) shall be deemed the county in which the corporation or limited partnership is located for venue and official publication purposes.

3. (Complete part (a) or (b)):

(a) The address to which the registered office of the corporation or limited partnership in this Commonwealth is to be changed is:

Number and Street City State Zip County

(b) The registered office of the corporation or limited partnership shall be provided by:

c/o:	CT CORPORATION SYSTEM	Philadelphia
	Name of Commercial Registered Office Provider	County

For a corporation or a limited partnership represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the corporation or limited partnership is located for venue and official publication purposes.

DSCB:15-1507/4144/5507/6144/8506 (Rev 90)-2

4. (Strike out if a limited partnership): Such change was authorized by the Board of Directors of the corporation.

IN TESTIMONY WHEREOF, the undersigned corporation or limited partnership has caused this statement to be signed by a duly authorized officer this              day of 19    .

Name of Corporation/Limited Partnership: American Medical Response Mid-Atlantic, Inc.

By:	/s/ William George
	(Signature)
Title: William George, Vice President

Acting Secretary of the Commonwealth

ARTICLES OF AMENDMENT-DOMESTIC BUSINESS CORPORATION

DSC8:15-1915 (Rev 90)

In compliance with the requirements of 15 Pa.C.S. Section 1915 (relating to articles of amendment), the undersigned business corporation, desiring to amend its Articles, hereby states that:

1.The name of the corporation is: U.S. Healthtec, Inc.

2.The (a) address of this corporation’s current registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is (the Department is hereby authorized to correct the following information to conform to the records of the Department):

(a)Number and Street:	Arsenal Business Center, Building #15,5301 Tacony St.
City:	Philadelphia
State:	PA
Zip:	19137

(b)c/o:	Name of Commercial Registered Office Provider
	County

For a corporation represented by a commercial registered office provider, the county in (b) shall be deemed the county to which the corporation is located for venue and official publication purposes.

3.The statute by or under which it was incorporated is: Pennsylvania

4.The data of its incorporation is: 2/24/82

5.(Check, and if appropriate complete, one of the following):

xThe amendment shall be effective upon filing these Articles of Amendment in the Department of State.

oThe amendment shall be effective on:

Date	at
Hour

6.(Check one of the following):

xThe amendment was adopted by the shareholders (or members) pursuant to 15 Pa.C.S. Section 1914(a) and (b).

oThe amendment was adopted by the board of directors pursuant to 15 Pa.C.S. Section 1914(c).

7.(Check, and N appropriate complete, one of the following):

xThe amendment adopted by the corporation, set forth in full, is as follows:

1.The name of the corporation is American Medical Response Mid-Atlantic, Inc.

oThe amendment adopted by the corporation is set forth in full in Exhibit A attached hereto and made a part hereof.

DSCB:15-1915 (Rev 90)-2

8.(Check if the amendment restates the Articles):

oThe restated Articles of Incorporation supersede the original Articles and all amendments thereto.

IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles of Amendment to be signed by a duly authorized officer thereof this 22 day of January, 1995.

Name of Corporation: U.S. Healthtec, Inc.

BY:	/s/ X
	(Signature)
Title: Vice President

Secretary of the Commonwealth

ARTICLES OF MERGER-DOMESTIC BUSINESS CORPORATION

DSCB-15-1926 (Rev. 90)

In compliance with the requirements of 15 Pa. C.S. Section 1926 (relating to articles of merger or consolidation), the undersigned business corporations, desiring to effect a merger, hereby state that:

1.The name of the corporation surviving the merger is: U.S. Healthtec, Inc.

2.(Check and complete one of the following):

xThe surviving corporation is a domestic business corporation and the (a) address of its current registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is (the Department is hereby authorized to correct the following information to conform to the records of the Department):

(a)Number and Street:	Arsenal Business Ctr., #15, 5301 Tacony St.,
City:	Phila.,
State:	PA
Zip:	19137
County:	Philadelphia

(b)c/o:	Name of Commercial Registered Office Provider:
	County:

For a corporation represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the corporation is located for venue and official publication purposes.

oThe surviving corporation is a qualified foreign business corporation incorporated under the laws of                    and the (a) address of its current registered office in this Commonwealth or (b) name of its Commercial registered office provider and the county of venue is (the Department is hereby authorized to correct the following information to conform to the records of the Department):

(a)Number and Street:

City:

State:

Zip:

County:

(b)c/o: Name of Commercial Registered Office Provider:

County:

For a corporation represented by a commercial registered office provider. the county in (b) shall be deemed the county in which the corporation is located for venue and official publication purposes.

oThe surviving corporation is a nonqualified foreign business corporation incorporated under the laws of                       and the address of its principal office under the laws of such domiciliary jurisdiction is:

Number and Street:

City:

State:

Zip:

County:

3. The name and the address of the registered office in this Commonwealth or name of its commercial registered office provider and the county of venue of each other domestic business corporation and qualified foreign business corporation which is a party to the plan of merger are as follows:

Name of Corporation: Professional Ambulance Service, Inc.

Address of Registered Office or Name of Commercial Registered Office Provider:

Arsenal

Business Ctr., #15, 5301 Tacony St.,

County: Phila., PA 19137

4.(Check, and if appropriate complete, one of the following):

oThe plan of merger shall be effective upon filing these Articles of Merger in the Department of State.

xThe plan of merger shall be effective on:

Date: January 1, 1995 at

Hour: 12:01 a.m.

5.The manner in which the plan of merger was adopted by each domestic corporation is as follows:

Named Corporation U.S. Healthtec, Inc.
Manner of Adoption:	Adopted by the directors pursuant to 15 Pa. C.S. Section 1924(b)(2)

6.(Strike out this paragraph if no foreign corporation is a party to the merger). The plan was authorized, adopted or approved, as the case may be, by the foreign business corporation (or each of the foreign business corporations) party to the plan in accordance with the laws of the jurisdiction in which it is incorporated.

7.(Check, and if appropriate complete, one of the following):

xThe plan of merger is set forth in full in Exhibit A attached hereto and made a part hereof.

oPursuant to 15 Pa.C.S. Section 1901 (relating to omission of certain provisions from filed plans) the provisions, if any, of the plan of merger that amend or constitute the operative Articles of Incorporation of the surviving corporation as in effect subsequent to the effective date of the plan are set forth in full in Exhibit A attached hereto and made a part hereof. The full text of the plan of merger is on file at the principal place of business of the surviving corporation, the address of which is:

Number and Street:	Arsenal Business Ctr. #15, 5301 Tacony St.
City:	Philadelphia
State:	PA
Zip:	19137
County:

IN TESTIMONY WHEREOF, the undersigned corporation of each undersigned corporation has caused these Articles of Merger to be signed by a duly authorized officer thereof this 22nd day of December, 1994.

Name of Corporation: U.S. Healthtec, Inc.

By:	/s/ X
	(Signature)
Title: President
Name of Corporation: Professional Ambulance Service, Inc.
By:	/s/ X
	(Signature)
Title: President

Exhibit A

PLAN OF MERGER

BETWEEN

PROFESSIONAL AMBULANCE SERVICE, INC.

AND

U.S. HEALTHTEC, INC.

This Plan of Merger is entered into by and between U.S. Healthtec, Inc., a Pennsylvania corporation (“Healthtec” or the “Surviving Corporation”), and Professional Ambulance Service, Inc. (the “Merging Corporation”), a Delaware corporation and wholly owned subsidiary of Healthtec.

(1)  Terms and Conditions of Merger:

(a) The Merging Corporation shall from time to time, as and when requested by the Surviving Corporation, execute and deliver all such documents and take all such action necessary or desirable to evidence or carry out this merger.

(b) As of the Effective Time (as defined in Paragraph 4 below) the Merging Corporation shall be merged into the Surviving Corporation pursuant to the General Corporation Law of the State of Delaware (the “Delaware Statute”) and the Business Corporation Law of the Commonwealth of Pennsylvania (the “Pennsylvania Statute”).

(2)  The articles of the Surviving Corporation shall continue unaffected by the merger.

(3)  Manner and Basis of Share Conversion:

(a) All stock of the Merging Corporation shall be cancelled as of the Effective Time of the merger.

(b) There shall be no distribution of cash or conversion of shares pursuant to this Plan of Merger.

(4)  Effective Time and the Effect of Merger:

(a) The Effective Time will be as of January 1, 1995 at 12:01 a.m.

(b) The merger shall have the effect set forth in Section 259(a) of the Delaware Statute and Section 1929 of the Pennsylvania Statute whereby the separate identity and existence of the Merging Corporation shall cease, and the Surviving Corporation shall be vested with all the rights, privileges, immunities, powers and purposes of each of the parties to the merger.

IN WITNESS WHEREOF the undersigned has executed this Plan of Merger this 23 day of December, 1994.

PROFESSIONAL AMBULANCE SERVICE, INC.

By:	/s/ X
Title:
U.S. HEALTHTEC, INC.
By:	/s/ X
Title:

Secretary of the Commonwealth

ARTICLES OF MERGER-DOMESTIC BUSINESS CORPORATION

In compliance with the requirements of 15 Pa. C.S. Section 1926 (relating to articles of merger or consolidation), the undersigned business corporations, desiring to effect a merger, hereby state that:

1.The name of the corporation surviving the merger is: U.S. Healthtec, Inc.

2.(Check and complete one of the following):

xThe surviving corporation is a domestic business corporation and the (a) address of its current registered office in this Commonwealth or (b) commercial registered office provider and the county of venue is (the Department is hereby authorized to correct the following address to conform to the records of the Department):

(a)Number and Street:	Arsenal Business Ctr. #15, 5301 Tacony St.
City:	Phila.
State:	PA
Zip:	19137
County:	Philadelphia

(b)Name of Commercial Registered Office Provider:

County:

For a corporation represented by a commercial registered office provider, the county in (b) shall be deemed the country in which the corporation is located for venue and official publication purposes.

oThe surviving corporation is a qualified foreign business corporation incorporated under the laws of                   and the (a) address of its current registered office in this Commonwealth or (b) commercial registered office provider end the county of venue is (the Department is hereby authorized to correct the following address to conform to the records of the Department):

(a)Number and Street:

City:

State:

Zip:

County:

(b)Name of Commercial Registered Office Provider:

County:

For a corporation represented by a commercial registered office provider, the country in (b) shall be deemed the county in which the corporation is located for venue and official publication purposes.

oThe surviving corporation is a nonqualified foreign business corporation incorporated under the laws of                and the address of its principal office under the laws of such domiciliary jurisdiction is:

Number and Street:

City:

State:

Zip:

County:

Name of Commercial Registered Office Provider:

County:

3.The name and the address of the registered office of each other domestic business corporation and qualified foreign business corporation which is a party to the plan of merger are as follows:

HTC Acquisition, Inc., c/o Corporation Service Company Dauphin County

DSCB:15-1926 (Rev 89)-2

(Check, and if appropriate complete, one of the following):

xThe plan of merger shall be effective upon filing these Articles of Merger in the Department of State.

oThe plan of merger shall be effective on

The manner in which the plan of merger was adopted by each domestic corporation is as follows:

Name of corporation	Manner of adoption
U.S. Healthtec, Inc.	Adopted by the directors and shareholder pursuant to 15 Pa. C.S. Section 1924(a)
HTC Acquisition, Inc.	Adopted by the director and shareholder pursuant to 15 Pa. C.S. Section 1924(a)

(Check, and if appropriate complete, one of the following):

oThe plan of merger is set forth in full in Exhibit A attached hereto and made a part hereof.

xPursuant to 15 Pa.C.S. Section 1901 (relating to omission of certain provisions from filed plans) the provisions of the plan of merger that amend or constitute the operative Articles of Incorporation of the surviving corporation at in effect subsequent to the effective date of the plan are set forth in full in Exhibit A, attached hereto and made a part hereof. The full text of the plan of merger is on file at the principal place of business of the surviving corporation, the address of which is:

Number and Street:	Arsenal Business Ctr. #15, 5301 Tacony St.
City:	Philadelphia
State:	PA
Zip:	19137

IN TESTIMONY WHEREOF, each undersigned corporation has caused these Articles of Merger to be signed by a duly authorized officer thereof this 29th, day of April, 1994.

Name of Corporation: U.S. Healthcare, Inc.
By:	/s/ X
Title: President
Name of Corporation: HTC Acquisition, Inc.
(Name of Corporation)
By:	/s/ X
Title: Vice President

ARTICLES OF MERGER

DOMESTIC BUSINESS CORPORATION

In compliance with the requirements of 15 Pa.C.S. Section 1926 (relating to articles of merger or consolidation) the undersigned business corporations, desiring to effect a merger, state that:

1. The name of the corporation surviving the merger is Paramedical Ambulance Service, Inc.; pursuant to the Plan of Merger its name shall be changed to U.S. Healthtec, Inc.

2. The surviving corporation is a domestic business corporation and the address of the current registered office in this Commonwealth is: Arsenal Business Center, Building #5, 5301 Tacony Street, Philadelphia, PA 19137.

3. The name and the address of the registered office of the other domestic business corporation which is a party to the Plan of Merger is: U.S. Healthtec, Inc., Arsenal Business Center, Building #5, 5301 Tacony Street, Philadelphia, PA 19137.

4. The Plan of Merger shall be effective on July 1, 1992.

5. The manner in which the Plan of Merger was adopted by each domestic corporation is as follows:

Paramedical Ambulance Service, Inc.

Unanimous Consent of Sole Shareholder and Board of Directors.

U.S. Healthtec, Inc.

Unanimous Consent of Sole Shareholder and Board of Directors.

6. Pursuant to 15 Pa.C.S. Section 1901 (relating to omission of certain provisions from filed plans) the provisions of the Plan of Merger that amend or constitute the operative Articles of Incorporation of the surviving corporation as in effect subsequent to the effective date of the Plan are set forth in full in Exhibit “A”, attached hereto and made a part hereof. The full text of the Plan of Merger is on file at the principal glace of business of the surviving corporation, the address of which is Arsenal Business Center, Building #5, 5301 Tacony Street, Philadelphia, PA 19137.

IN TESTIMONY WHEREOF, each undersigned corporation has caused these Articles of Merger to be signed by a duly authorized officer thereof this 17 day of June, 1992.

PARAMEDICAL AMBULANCE SERVICE, INC.
BY:	/s/ X
TITLE:	President
U.S. HEALTHTEC, INC.
BY:	/s/ X
TITLE:	President

EXHIBIT “A”

THIRD. The corporate existence and Articles of Incorporation of Parent, the surviving corporation, shall be unaffected by the merger except that Articles 1, 2, and 3 of the Articles of Incorporation shall be amended to read in full as follows:

“Article 1. The name of the corporation is U.S. Healthtec, Inc.

Article 2. The location and post office address of its registered office in this Commonwealth is Arsenal Business Center, Building #5; 5301 Tacony Street, Philadelphia, PA 19137.

Article 3. The purpose or purposes of the corporation which shall be organized under this Act are as follows:

Engage in any lawful business for which business corporations may be incorporated under the Business Corporation Law of 1988.”

Further, Article 7. and 8. shall be added to the Articles of Incorporation and shall read in full as follows:

“Article 7. A director shall not be personally liable, as such, for monetary damages for any action taken, or any failure to take any action, unless:

(i) the director has breached or failed to perform the duties of his or her office under 15 Pa. C.S. Subchapter 17B; and

(ii) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.

This Article shall not apply to:

(i) the responsibility or liability of a director pursuant to any criminal statute, or

(ii) the liability of a director for the payment of taxes pursuant to Federal, state or local law.

Any repeal, modification or amendment of this Article shall be prospective only and shall not affect any rights of a director then existing.

Article 8. These Articles of Incorporation may be amended in the manner prescribed at the time by statute, and all rights conferred upon shareholders herein are granted subject to this reservation.”

In all other respects the Articles of Incorporation of Parent shall remain in effect as existing prior to the merger.

CHANGE OF REGISTERED OFFICE

Commonwealth of Pennsylvania

Department of State Corporation Bureau

308 North Office Bldg. Harrisburg, PA 17120

Please indicate (check one) type corporation

x  Domestic Business Corporation

o  Foreign Business Corporation

o  Domestic Non-Profit Corporation

o  Foreign Non-Profit Corporation

FEE $40

1. Name of Corporation: Paramedical Ambulance Service, Inc.

2. Address of its present registered office in this Commonwealth is (the Department of State is hereby authorized to correct the following statement to conform to the records of the Department):

NUMBER: N.E., Corner of

STREET: 2nd Street & Erie Avenue

CITY: Philadelphia

STATE: Pa.

ZIP CODE: 19140

COUNTY: Phila.

3. Address to which the registered office in this Commonwealth is to be changed is:

NUMBER: Arsenal Business Center, Building #5 STREET: 5301 Tacony Street

CITY: Philadelphia,

STATE: Pa.

ZIP CODE: 19137

COUNTY: Phila.

4. (Check, and if appropriate, complete one of the following):

x  Such change was authorized by resolution duly adopted by the Board of Directors of the Corporation.

o  The procedure whereby such change was authorized was:

IN TESTIMONY WHEREOF, the undersigned corporation has caused this statement to be signed by a duly authorized officer, and its corporate seal, duly attested by another such officer, to be hereunto affixed, this 23rd day of March, 1987.

(Corporate Seal)

NAME OF CORPORATION: PARAMEDICAL AMBULANCE SERVICE, INC.

SIGNATURE: By:		/s/ Patrick J. Kennedy
		Patrick J. Kennedy, President
Attest:
SIGNATURE:	/s/ Bernadette News
	Bernadette News, Secretary

DSCB-BCL—307 (Rev. 8-72)

Statement of Change of Registered Office—Domestic Business Corporation 750735

Secretary of the Commonwealth

COMMONWEALTH OF PENNSYLVANIA

DEPARTMENT OF STATE

CORPORATION BUREAU

In compliance with the requirements of section 307 of the Business Corporation Law, act of May 5, 1933 (P. L. 364) (15 P. S. Section 1307) the undersigned corporation, desiring to effect a change in registered office, does hereby certify that:

1. The name of the corporation is: PARAMEDICAL AMBULANCE SERVICE, INC.

2. The address of its present registered office in this Commonwealth is (the Department of State is hereby authorized to correct the following statement to conform to the records of the Department):

NUMBER: 818 Widener Building

STREET: 1339 Chestnut Street

CITY: Philadelphia Pennsylvania

ZIP CODE: 19107

3. The address to which the registered office in this Commonwealth is to be changed is:

NUMBER: N.E. CORNER 2nd STREET AND ERIE AVENUE

STREET:

CITY: PHILADELPHIA, Pennsylvania

ZIP CODE: 19140

4. Such change was authorized by resolution duly adopted by at least a majority of the members of the board of directors of the corporation.

IN TESTIMONY WHEREOF, the undersigned corporation has caused this statement to be signed by a duly authorized officer, and its corporate seal, duly attested by another such officer, to be hereunto affixed, this Second day of August, 1982.

NAME OF CORPORATION: PARAMEDICAL AMBULANCE SERVICE, INC.

SIGNATURE:	By:	/s/ X
		PRESIDENT
Attest:
SIGNATURE:	/s/ X
	SECRETARY,

(CORPORATE SEAL)

Articles of

Incorporation-

Domestic Business Corporation

Secretary of the Commonwealth

COMMONWEALTH OF PENNSYLVANIA

DEPARTMENT OF STATE

CORPORATION BUREAU

In compliance with the requirements of section 204 of the Business Corporation Law, act of May 5, 1933(P.L.364) (15 P. S. 51204) the undersigned, desiring to be incorporated as a business corporation, hereby certifies (certify) that:

1. The name of the corporation is: PARAMEDICAL AMBULANCE SERVICE, INC.

2. The location and post office address of the initial registered office of the corporation in this Commonwealth is:

NUMBER: 818 Widener Building

STREET: 1339 Chestnut Street

CITY: Philadelphia, Pennsylvania

ZIP CODE: 19107

3. The corporation is incorporated under the Business Corporation Law of the Commonwealth of Pennsylvania for the following purpose or purposes:

To engage in any lawful business for which business corporations may be incorporated under the Business Corporation Law of 1933 as Amended

4. The term for which the corporation is to exist is: Perpetual

5. The aggregate number of shares which the corporation shall have authority to issue is:

One Thousand (1,000) Shares of no par value common stock.

6. The name(s) and post office address(es) of each incorporator(s) and the number and class of shares subscribed by such incorporator(s) is (are):

NAME	ADDRESS (including street and number, if any)	NUMBER AND CLASS OF SHARES
Kevin S. Anderson	818 Widener .Bldg.	1
	1339 Chestnut St.
	Phila., Pa. 19107

IN TESTIMONY WHEREOF, the incorporator(s) has (have) signed and sealed these Articles of Incorporation this 19 day of February, 1982.

(SEAL)	/s/ Kevin S. Anderson	(SEAL)
	KEVIN S. ANDERSON
		(SEAL)

INSTRUCTIONS FOR COMPLETION OF FORM:

A. For general instructions relating to the incorporation of business corporations see 19 Pa. Code Ch. 35 (relating to business corporations generally). These instructions relate to such matters as corporate name, stated purposes, term of existence, authorized share structure and related authority of the board of directors, inclusion of names of first directors in the Articles of Incorporation, optional provisions on cumulative voting for election of directors, etc.

B. One or more corporations or natural persons of full age may incorporate a business corporation.

C. Optional provisions required or authorized by law may be added as Paragraphs 7, 8, 9 . . . etc.

D. The following shall accompany this form:

(1) Three copies of Form DSCB:BCL—206 (Registry Statement Domestic of Foreign Business Corporation).

(2) Any necessary copies of Form DSCB:17.2 (Consent to Appropriation of Name) or Form DSCB:17.3 (Consent to Use of Similar Name).

(3) Any necessary governmental approvals.

E. BCL Section 205 (15 Pa. S. Section l205) requires that the incorporators shall advertise their intention to file or the corporation shall advertise the filing of articles of incorporation. Proofs of publication of such advertising should not be delivered to the Department, but should be filed with the minutes of the corporation.

EX-3.32

Exhibit 3.32

BY-LAWS

OF

THE SUBSIDIARIES OF

AMERICAN MEDICAL RESPONSE, INC.

Section 1. LAW, CERTIFICATE OF INCORPORATION

AND BY-LAWS

1.1. These by-laws are subject to the certificate of incorporation of the corporation. In these by-laws, references to law, the certificate of incorporation and by-laws mean the law, the provisions of the certificate of incorporation and the by-laws as from time to time in effect.

Section 2. STOCKHOLDERS

2.1. Annual Meeting. The annual meeting of stockholders shall be held at 10:00 am on the second Tuesday in May in each year, unless that day be a legal holiday at the place where the meeting is to be held, in which case the meeting shall be held at the same hour on the next succeeding day not a legal holiday, or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect a board of directors and transact such other business as may be required by law or these by-laws or as may properly come before the meeting.

2.2. Special Meetings. A special meeting of the stockholders may be called at any time by the chairman of the board, if any, the president or the board of directors. A special meeting of the stockholders shall be called by the secretary, or in the case of the death, absence, incapacity or refusal of the secretary, by an assistant secretary or some other officer, upon application of a majority of the directors. Any such application shall state the purpose or purposes of the proposed meeting. Any such call shall state the place, date, hour, and purposes of the meeting.

2.3. Place of Meeting. All meetings of the stockholders for the election of directors or for any other purpose shall be held at such place within or without the state of incorporation as may be determined from time to time by the chairman of the board, if any, the president or the board of directors. Any adjourned session of any meeting of the stockholders shall be held at the place designated in the vote of adjournment.

2.4. Notice of Meetings. Except as otherwise provided by law, a written notice of each meeting of stockholders stating the place, day and hour thereof and, in the case of a special meeting, the purposes for which the meeting is called, shall be given not less then ten nor more than sixty days before the meeting, to each stockholder entitled to vote thereat, and to each stockholder who, by law, by the certificate of incorporation or by these by-laws, is entitled to notice, by leaving such notice with him or at his residence or usual place of business, or by depositing it in the United States mail, postage prepaid, and addressed to such stockholder at his

address as it appears in the records of the corporation. Such notice shall be given by the secretary, or by an officer or person designated by the board of directors, or in the case of a special meeting by the officer calling the meeting. As to any adjourned session of any meeting of stockholders, notice of the adjourned meeting need not be given if the time and place thereof are announced at the meeting at which the adjournment was taken except that if the adjournment is for more than thirty days or if after the adjournment a new record date is set for the adjourned session, notice of any such adjourned session of the meeting shall be given in the manner heretofore described. No notice of any meeting of stockholders or any adjourned session thereof need be given to a stockholder if a written waiver of notice, executed before or after the meeting or such adjourned session by such stockholder, is filed with the records of the meeting or if the stockholder attends such meeting without objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the stockholders or any adjourned session thereof need be specified in any written waiver of notice.

2.5. Quorum of Stockholders. At any meeting of the stockholders a quorum as to any matter shall consist of a majority of the votes entitled to be cast on the matter, except where a larger quorum is required by law, by the certificate of incorporation or by these by-laws. Any meeting may be adjourned from time to time by a majority of the votes properly cast upon the question, whether or not a quorum is present. If a quorum is present at an original meeting, a quorum need not be present at an adjourned session of that meeting. Shares of its own stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of any corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

2.6. Action by Vote. When a quorum is present at any meeting, a plurality of the votes properly cast for election to any office shall elect to such office and a majority of the votes properly cast upon any question other than an election to an office shall decide the question, except when a larger vote is required by law, by the certificate of incorporation or by these by-laws. No ballot shall be required for any election unless requested by a stockholder present or represented at the meeting and entitled to vote in the election.

2.7. Action without Meetings. Unless otherwise provided in the certificate of incorporation, any action required or permitted to be taken by stockholders for or in connection with any corporate action may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in the state of incorporation by hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. No written consent shall be effective to take the corporate action referred to therein unless written consents signed by a number of stockholders sufficient to take such action are delivered to the corporation

2

in the manner specified in this paragraph within sixty days of the earliest dated consent so delivered.

If action is taken by consent of stockholders and in accordance with the foregoing, there shall be filed with the records of the meetings of stockholders the writing or writings comprising such consent.

If action is taken by less than unanimous consent of stockholders, prompt notice of the taking of such action without a meeting shall be given to those who have not consented in writing and a certificate signed and attested to by the secretary that such notice was given shall be filed with the records of the meetings of stockholders.

In the event that the action which is consented to is such as would have required the filing of a certificate under any provision of the General Corporation Law of the State of Delaware, if such action had been voted upon by the stockholders at a meeting thereof, the certificate filed under such provision shall state, in lieu of any statement required by such provision concerning a vote of stockholders, that written consent has been given under Section 228 of said General Corporation Law and that written notice has been given as provided in such Section 228.

2.8. Proxy Representation. Every stockholder may authorize another person or persons to act for him by proxy in all matters in which a stockholder is entitled to participate, whether by waiving notice of any meeting, objecting to or voting or participating at a meeting, or expressing consent or dissent without a meeting. Every proxy must be signed by the stockholder or by his attorney-in-fact. No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally. The authorization of a proxy may but need not be limited to specified action, provided, however, that if a proxy limits its authorization to a meeting or meetings of stockholders, unless otherwise specifically provided such proxy shall entitle the holder thereof to vote at any adjourned session but shall not be valid after the final adjournment thereof.

2.9. Inspectors. The directors or the person presiding at the meeting may, and shall if required by applicable law, appoint one or more inspectors of election and any substitute inspectors to act at the meeting or any adjournment thereof. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspectors shall make a report in writing of any challenge, question or matter determined by them and execute a certificate of any fact found by them.

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2.10. List of Stockholders. The secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in his name. The stock ledger shall be the only evidence as to who are stockholders entitled to examine such list or to vote in person or by proxy at such meeting.

Section 3. BOARD OF DIRECTORS

3.1. Number. The corporation shall have one or more directors, the number shall be consistent with applicable law and shall be determined from time to time by vote of a majority of the directors then in office. No director need be a stockholder.

3.2. Tenure. Each director shall hold office until the next annual meeting and until his successor is elected and qualified, or until he sooner dies, resigns, is removed or becomes disqualified.

3.3. Powers. The business and affairs of the corporation shall be managed by or under the direction of the board of directors who shall have and may exercise all the powers of the corporation and do all such lawful acts and things as are not by law, the certificate of incorporation or these by-laws directed or required to be exercised or done by the stockholders.

3.4. Vacancies. Vacancies and any newly created directorships resulting from any increase in the number of directors may be filled by vote of the holders of the particular class or series of stock entitled to elect such director at a meeting called for the purpose, or by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, in each case elected by the particular class or series of stock entitled to elect such directors. When one or more directors shall resign from the board, effective at a future date, a majority of the directors then in office, including those who have resigned, who were elected by the particular class or series of stock entitled to elect such resigning director or directors shall have power to fill such vacancy or vacancies, the vote or action by writing thereon to take effect when such resignation or resignations shall become effective. The directors shall have and may exercise all their powers notwithstanding the existence of one or more vacancies in their number, subject to any requirements of law or of the certificate of incorporation or of these by-laws as to the number of directors required for a quorum or for any vote or other actions.

3.5. Committees. The board of directors may, by vote of a majority of the whole board, (a) designate, change the membership of or terminate the existence of any committee or committees, each committee to consist of one or more of the directors; (b) designate one or more directors as alternate members of any such committee who may replace any absent or disqualified member at any meeting of the committee; and (c) determine the extent to which each such committee shall have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation, including the power to authorize the seal of the corporation to be affixed to all papers which require it and the power and authority to declare dividends or to authorize the issuance of stock; excepting, however, such powers which by law, by the certificate of incorporation or by these by-laws they are prohibited from so delegating. In the absence or disqualification of any member of such committee and his alternate, if any, the member or members thereof present at any meeting and not

4

disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Except as the board of directors may otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by the board or such rules, its business shall be conducted as nearly as may be in the same manner as is provided by these by-laws for the conduct of business by the board of directors. Each committee shall keep regular minutes of its meetings and report the same to the board of directors upon request.

3.6. Regular Meetings. Regular meetings of the board of directors may be held without call or notice at such places within or without the State of Delaware and at such times as the board may from time to time determine, provided that notice of the first regular meeting following any such determination shall be given to absent directors. A regular meeting of the directors may be held without call or notice immediately after and at the same place as the annual meeting of stockholders.

3.7. Special Meetings. Special meetings of the board of directors may be held at any time and at any place within or without the state of incorporation designated in the notice of the meeting, when called by the chairman of the board, if any, the president, or by one-third or more in number of the directors, reasonable notice thereof being given to each director by the secretary or by the chairman of the board, if any, the president or any one of the directors calling the meeting.

3.8. Notice. It shall be reasonable and sufficient notice to a director to send notice by mail or overnight courier at least forty-eight hours or by telegram at least twenty-four hours before the meeting addressed to him at his usual or last known business or residence address or to give notice to him in person or by telephone at least twenty-four hours before the meeting. Notice of a meeting need not be given to any director if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. Neither notice of a meeting nor a waiver of a notice need specify the purposes of the meeting.

3.9. Quorum. Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, at any meeting of the directors a majority of the directors then in office shall constitute a quorum; a quorum shall not in any case be less than one-third of the total number of directors constituting the whole board. Any meeting may be adjourned from time to time by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

3.10. Action by Vote. Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, when a quorum is present at any meeting the vote of a majority of the directors present shall be the act of the board of directors.

3.11. Action Without a Meeting. Any action required or permitted to be taken at any meeting of the board of directors or a committee thereof may be taken without a meeting if all the members of the board or of such committee, as the case may be, consent thereto in writing, and such writing or writings are filed with the records of the meetings of the board or of such

5

committee. Such consent shall be treated for all purposes as the act of the board or of such committee, as the case may be.

3.12. Participation in Meetings by Conference Telephone. Members of the board of directors, or any committee designated by such board, may participate in a meeting of such board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other or by any other means permitted by law. Such participation shall constitute presence in person at such meeting.

3.13. Compensation. In the discretion of the board of directors, each director may be paid such fees for his services as director and be reimbursed for his reasonable expenses incurred in the performance of his duties as director as the board of directors from time to time may determine.

Nothing contained in this section shall be construed to preclude any director from serving the corporation in any other capacity and receiving reasonable compensation therefor.

3.14. Interested Directors and Officers.

(a) No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of the corporation’s directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if:

(1) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or

(2) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or

(3) The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the board of directors, a committee thereof, or the stockholders.

(b) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes the contract or transaction.

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Section 4. OFFICERS AND AGENTS

4.1. Enumeration; Qualification. The officers of the corporation shall be a president, a treasurer, a secretary and such other officers, if any, as the board of directors from time to time may in its discretion elect or appoint including without limitation a chairman of the board, one or more vice presidents and a controller. The corporation may also have such agents, if any, as the board of directors from time to time may in its discretion choose. Any officer may be but none need be a director or stockholder. Any two or more offices may be held by the same person. Any officer may be required by the board of directors to secure the faithful performance of his duties to the corporation by giving bond in such amount and with sureties or otherwise as the board of directors may determine.

4.2. Powers. Subject to law, to the certificate of incorporation and to the other provisions of these by-laws, each officer shall have, in addition to the duties and powers herein set forth, such duties and powers as are commonly incident to his office and such additional duties and powers as the board of directors may from time to time designate.

4.3. Election. The officers may be elected by the board of directors at their first meeting following the annual meeting of the stockholders or at any other time. At any time or from time to time the directors may delegate to any officer their power to elect or appoint any other officer or any agents.

4.4. Tenure. Each officer shall hold office until his respective successor is chosen and qualified unless a shorter period shall have been specified by the terms of his election or appointment, or in each case until he sooner dies, resigns, is removed or becomes disqualified. Each agent shall retain his authority at the pleasure of the directors, or the officer by whom he was appointed or by the officer who then holds agent appointive power.

4.5. Chairman of the Board of Directors, President and Vice President. The chairman of the board, if any, shall have such duties and powers as shall be designated from time to time by the board of directors. Unless the board of directors otherwise specifies, the chairman of the board, or if there is none the chief executive officer, shall preside, or designate the person who shall preside, at all meetings of the stockholders and of the board of directors.

Unless the board of directors otherwise specifies, the president shall be the chief executive officer and shall have direct charge of all business operations of the corporation and, subject to the control of the directors, shall have general charge and supervision of the business of the corporation.

Any vice presidents shall have such duties and powers as shall be set forth in these by-laws or as shall be designated from time to time by the board of directors or by the president.

4.6. Treasurer and Assistant Treasurers. Unless the board of directors otherwise specifies, the treasurer shall be in charge of the corporation’s funds and valuable papers, and shall have such other duties and powers as may be designated from time to time by the board of directors or by the president. If no controller is elected, the treasurer shall, unless the board of directors otherwise specifies, also have the duties and powers of the controller. Any assistant

7

treasurers shall have such duties and powers as shall be designated from time to time by the board of directors, the president or the treasurer.

4.7. Controller and Assistant Controllers. If a controller is elected, he shall, unless the board of directors otherwise specifies, be in charge of its books of account and accounting records, and of its accounting procedures. He shall have such other duties and powers as may be designated from time to time by the board of directors, the president or the treasurer. Any assistant controller shall have such duties and powers as shall be designated from time to time by the board of directors, the president, the treasurer or the controller.

4.8. Secretary and Assistant Secretaries. The secretary shall record all proceedings of the stockholders, of the board of directors and of committees of the board of directors in a book or series of books to be kept therefor and shall file therein all actions by written consent of stockholders or directors. In the absence of the secretary from any meeting, an assistant secretary, or if there be none or he is absent, a temporary secretary chosen at the meeting, shall record the proceedings thereof. Unless a transfer agent has been appointed the secretary shall keep or cause to be kept the stock and transfer records of the corporation, which shall contain the names and record addresses of all stockholders and the number of shares registered in the name of each stockholder. He shall have such other duties and powers as may from time to time be designated by the board of directors or the president. Any assistant secretaries shall have such duties and powers as shall be designated from time to time by the board of directors, the president or the secretary.

Section 5. RESIGNATIONS AND REMOVALS

5.1. Any director or officer may resign at any time by delivering his resignation in writing to the chairman of the board, if any, the president, or the secretary or to a meeting of the board of directors. Such resignation shall be effective upon receipt unless specified to be effective at some other time, and without in either case the necessity of its being accepted unless the resignation shall so state. A director (including persons elected by stockholders or directors to fill vacancies in the board) may be removed from office with or without cause by the vote of the holders of a majority of the issued and outstanding shares of the particular class or series entitled to vote in the election of such director. The board of directors may at any time remove any officer either with or without cause. The board of directors may at any time terminate or modify the authority of any agent.

Section 6. VACANCIES

6.1. If the office of the president or the treasurer or the secretary becomes vacant, the directors may elect a successor by vote of a majority of the directors then in office. If the office of any other officer becomes vacant, any person or body empowered to elect or appoint that officer may choose a successor. Each such successor shall hold office for the unexpired term, and in the case of the president, the treasurer and the secretary until his successor is chosen and qualified or in each case until he sooner dies, resigns, is removed or becomes disqualified. Any vacancy of a directorship shall be filled as specified in Section 3.4 of these by-laws.

8

Section 7. CAPITAL STOCK

7.1. Stock Certificates. Each stockholder shall be entitled to a certificate stating the number and the class and the designation of the series, if any, of the shares held by him, in such form as shall, in conformity to law, the certificate of incorporation and the by-laws, be prescribed from time to time by the board of directors. Such certificate shall be signed by the chairman or vice chairman of the board, or the president or a vice president and by the treasurer or an assistant treasurer or by the secretary or an assistant secretary. Any of or all the signatures on the certificate may be a facsimile. In case an officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the time of its issue.

7.2. Loss of Certificates. In the case of the alleged theft, loss, destruction or mutilation of a certificate of stock, a duplicate certificate may be issued in place thereof, upon such terms, including receipt of a bond sufficient to indemnify the corporation against any claim on account thereof, as the board of directors may prescribe.

Section 8. TRANSFER OF SHARES OF STOCK

8.1. Transfer on Books. Subject to the restrictions, if any, stated or noted on the stock certificate, shares of stock may be transferred on the books of the corporation by the surrender to the corporation or its transfer agent of the certificate therefor properly endorsed or accompanied by a written assignment and power of attorney properly executed, with necessary transfer stamps affixed, and with such proof of the authenticity of signature as the board of directors or the transfer agent of the corporation may reasonably require. Except as may be otherwise required by law, by the certificate of incorporation or by these by-laws, the corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to receive notice and to vote or to give any consent with respect thereto and to be held liable for such calls and assessments, if any, as may lawfully be made thereon, regardless of any transfer, pledge or other disposition of such stock until the shares have been properly transferred on the books of the corporation.

It shall be the duty of each stockholder to notify the corporation of his post office address.

8.2. Record Date. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no such record date is fixed by the board of directors, the record date for determining the stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment

9

of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no such record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the state of incorporation hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. If no record date has been fixed by the board of directors and prior action by the board of directors is required by applicable law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such payment, exercise or other action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

Section 9. CORPORATE SEAL

9.1. Subject to alteration by the directors, the seal of the corporation shall consist of a flat-faced circular die with the word “Delaware” and the name of the corporation cut or engraved thereon, together with such other words, dates or images as may be approved from time to time by the directors.

Section 10. EXECUTION OF PAPERS

10.1. Except as the board of directors may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts or other obligations made, accepted or endorsed by the corporation shall be signed by the chairman of the board, if any, the president, a vice president or the treasurer.

Section 11. FISCAL YEAR

11.1. The fiscal year of the corporation shall end on the 31st of December.

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Section 12. AMENDMENTS

12.1. These by-laws may be adopted, amended or repealed by vote of a majority of the directors then in office or by vote of a majority of the stock outstanding and entitled to vote. Any by-law, whether adopted, amended or repealed by the stockholders or directors, may be amended or reinstated by the stockholders or the directors.

11

EX-3.33

Exhibit 3.33

One or more natural persons of the age of 21 years or more may incorporate a business corporation by signing, verifying, and delivering Articles of Incorporation in duplicate to the Corporation Commissioner. The procedure for the formation of business corporations is set forth in ORS 57.306 through 57.331. See ORS 57.311 for the coated of Articles of Incorporation.

Articles of Incorporation

OF

WILLAMETTE FALLS AMBULANCE SERVICE, INC.

The undersigned natural person(s) of the age of twenty-one years or more, acting as incorporators under the Oregon Business Corporation Act, adopt the following Articles of Incorporation:

ARTICLE I The name of this corporation is Willamette Falls Ambulance Service, Inc. (The corporate name must contain the word “Corporation”, “Company”, “Incorporated” or “Limited” or an abbreviation of one of such words.) and its duration shall be perpetual

ARTICLE II The purpose or purposes for which the corporation is organized are:

To engage in any lawful activity for which corporations may be organized under the Oregon Business Corporation Act, ORS Chapter 57.

(It is not necessary to set forth in the articles any of the corporate powers enumerated in ORS 57.030 and 57.035. It, is sufficient to state, either alone or with other purposes, “That the corporation may engage in any lawful activity for which corporations may be organized under ORS Chapter 57”; however, it is desirable to state the primary purpose of the corporation in conjunction with such statement.)

ARTICLE III The aggregate number of shares which the corporation shall have authority to issue is

500 shares of capital stock without nominal or par value.

(Insert statement as to par value of such shares or a statement that all of such shares are to be without par value. If there is more than one class of stock, insert a statement as to the preferences, limitations and relative rights of each class.)

ARTICLE IV The address of the initial registered office of the corporation is

1404 Standard Plaza, Portland, Oregon          97204

(Street and Number)                                   (Zip Code)

and the name of its initial registered agent at such address is Joyle C. Dahl

ARTICLE V The number of directors constituting the initial board of directors of the corporation is three (At least three), and the names and address of the persons who are to serve as directors until the first annual meeting of shareholders or until their successors are elected and shall qualify are:

	Address
Name	(Street and Number)	(Zip Code)
Dennis H. Marsh	1015 Cornell Avenue
	Gladstone, Oregon 97027
John William Reed	16901 S. E. Division
	Portland, Oregon 97236
Joyle C. Dahl	1404 Standard Plaza
	Portland, Oregon 97204

ARTICLE VI The name and address of each incorporator is:

	Address
Name	(Street and Number)	(Zip Code)
Joyle C. Dahl	1404 Standard Plaza
	Portland, Oregon 97204

ARTICLE VII (Add provisions for the regulation of the internal affairs of the corporation as may be appropriate.)

Two directors shall constitute a quorum for the transaction of any business of the corporation.

STATE OF OREGON	)
		ss.
County of Multnomah	)

I, the undersigned incorporator, herewith execute the foregoing and, being first duly sworn, declare the statements contained therein are true.

Joyle C. Dahl

Subscribed and sworn to before me this 29th day of May, 1968.

/s/ Jean A. Novotny

Notary Public for Oregon

My commission expires: Dec. 18, 1968

Submit Original and One

True Copy

No Fee Required

STATE OF OREGON

DEPARTMENT OF COMMERCE

CORPORATION DIVISION

ARTICLES OF AMENDMENT

By Shareholders

(ORS 57.370)

1.Name of the corporation prior to amendment Willamette Falls Ambulance Service, Inc.

2.Date amendment was adopted by shareholders August 18, 1986.

3.State article number(s) and set forth article(s) as amended.

Article I

The name of this corporation Is Buck Medical Services, Inc.

4.Shareholder Vote:

Class	Number of Shares	Number of Shares	Number of Shares	Number of Shares
of Shares	Outstanding	Entitled to Vote	Voted For	Voted Against
Common	30	30	30	0

5.Other provisions if applicable required to be set forth in ORS 57.370(6) and (7).

We, the undersigned officers, declare under the penalties of perjury that we have examined the foregoing and, to the best of our knowledge and belief it is true, correct and complete.

By:	/s/ X	and	/s/ X
President or Vice President			Secretary or Assistant Secretary

Dated Eighteenth of Aug, 1986.

Person to contact about this filing.

G. Todd Norvell   (503) 224-5858

NAME                  PHONE NUMBER

Submit the original and one true copy to the Corporation Division, Commerce Bldg., 158 12th Street NE, Salem, Oregon 97310.

BC-3 (8-85)

UNANIMOUS WRITTEN CONSENT OF

SHAREHOLDER AND BOARD OF DIRECTORS OF

WILLAMETTE FALLS AMBULANCE SERVICE, INC.

WHEREAS the undersigned are the sole shareholder and all directors of Willamette; Falls Ambulance Service, Inc., an Oregon corporation, and

WHEREAS the undersigned desire to take the action hereinafter set forth by unanimous consent pursuant to ORS 57.791,

NOW, THEREFORE the undersigned hereby adopt the following resolutions:

RESOLVED that Article 1 of the corporation’s Articles of Incorporation be amended to read in full as follows:

“Article I

“The name of this corporation is Buck Medical Services, Inc.”

IN WITNESS WHEREOF the undersigned have executed this consent as of August 18, 1986.

SHAREHOLDER	BOARD OF DIRECTORS
/s/ Dennis H. Marsh	/s/ Dennis H. Marsh
Dennis H. Marsh	Dennis H. Marsh
	/s/ George W. Thomas
	George W. Thomas

ARTICLES OF MERGER

By Shareholders

PLEASE TYPE OR PRINT LEGIBLY IN BLACK INK

1.Names of corporations proposing to merge:

A.   Buck Medical Services, Inc.   Oregon registry # 083500-19

B.   BMS Acquisition Corp.          Oregon registry # 32341380

2.Name of the surviving corporation: Buck Medical Services, Inc.

3.A copy of the plan of merger is attached.

4.Corporation A check the appropriate statement:

o  Shareholder approval was not required.

x  Shareholder approval was required. The shareholder vote was as follows:

Class or series of	Number of shares	Number of votes	Number of votes	Number of votes
shares	outstanding	entitled to be cast	cast for	cast against
Common	30	30	30	0

Corporation B - check the appropriate statement:

o  Shareholder approval was not required.

x  Shareholder approval was required. The shareholder vote was as follows:

Class or series of	Number of shares	Number of votes	Number of votes	Number of votes
shares	outstanding	entitled to be cast	cast for	cast against
Common	100	100	100	0

Execution for
Corporation A	/s/ Dennis H. Marsh	Dennis H. Marsh	President
	Signature	Printed name	Title

Execution for
Corporation B	/s/ Paul M. Verrochi	Paul M. Verrochi	Vice President
	Signature	Printed name	Title

Person to contact about this filing:	William George	(617) 951-7313
	Name	Daytime phone number

Make checks payable to the Corporation Division. Submit the completed form and fee to: Corporation D vision, Business Registry, 158 12th Street NE, Salem, Oregon 97310-0210.

AGREEMENT AND PLAN OF REORGANIZATION

By and Among

AMERICAN MEDICAL RESPONSE, INC.

BMS ACQUISITION CORP.

BUCK MEDIAL SERVICES, INC.

DENNIS H. MARSH

and

MICHAEL T. MARSH

January 11, 1993

TABLE OF CONTENTS

			PAGE
1.	MERGER		1
	1.1	The Merger	1
	1.2	Filing of Certificate of Merger	1
	1.3	Effective Time of the Merger	2
	1.4	Effect of the Merger	2
	1.5	Further Assurances	2
2.	ARTICLES OF INCORPORATION; BY-LAWS; BOARD OF DIRECTORS; OFFICERS		2
	2.1	Articles of Incorporation	2
	2.2	By-Laws	2
	2.3	Directors	2
	2.4	Officers	2
3.	CONVERSION OF SHARES		3
	3.1	Conversion	3
	3.2	Certificates	3
4.	CLOSING		3
5.	ESCROW		4
6.	REPRESENTATIONS AND WARRANTIES OF STOCKHOLDERS		4
	6.1	Due Organization	4
	6.2	Authorization	4
	6.3	No Conflicts; Approvals	4
	6.4	Capital Stock of Company	5
	6.5	Transactions in Capital Stock	5
	6.6	No Bonus Shares	5
	6.7	Subsidiaries	5
	6.8	Predecessor Status; etc	6
	6.9	Financial Statements	6
	6.10	Liabilities and Obligations	6
	6.11	Accounts and Notes Receivable	7
	6.12	Permits and Intangibles	7
	6.13	Real and Personal Property	8
	6.14	Material Contracts and Commitments	9
	6.15	Labor Matters	9
	6.16	Real Property	10
	6.17	Insurance	10
	6.18	Compensation	10
	6.19	Employee Benefit Plans	10
	6.20	Qualified Plans	10

i

	6.21	Conformity with Law	11
	6.22	Taxes	11
	6.23	Completeness	12
	6.24	Government Contracts	12
	6.25	Absence of Changes	12
	6.26	Deposit Accounts; Powers of Attorney	13
	6.27	Environmental Matters	14
	6.28	Underground Storage Tanks	14
	6.29	Brokers and Finders	14
	6.30	Relations with Government	15
	6.31	Disclosure	15
7.	REPRESENTATIONS OF AMERICAN AND NEWCO		15
	7.1	Due Organization	15
	7.2	Authorization	15
	7.3	No Conflicts; Approvals	15
	7.4	American Stock	16
	7.5	Prospectus	16
	7.6	Disclosure	16
	7.7	Investigation	16
	7.8	Brokers and Finders	16
8.	COVENANTS OF STOCKHOLDERS AND THE COMPANY PRIOR TO CLOSING		17
	8.1	Access, and Cooperation	17
	8.2	Conduct of Business Pending Closing	17
	8.3	Prohibited Activities	17
	8.4	Notice to Bargaining Agents	19
	8.5	No Shop	19
9.	CONDITIONS PRECEDENT TO OBLIGATIONS OF STOCKHOLDERS
	9.1	Representations and Warranties; Performance of Obligations	19
	9.2	Proceedings Satisfactory	19
	9.3	No Litigation	19
	9.4	Escrow Agreement	20
	9:5	Employment Agreement	20
	9.6	Consulting Agreement	20
	9.7	Opinion of Counsel	20
	9.8	Environmental Reports	20
10.	CONDITIONS TO OBLIGATIONS OF AMERICAN AND NEWCO		20
	10.1	Representations and Warranties; Performance of Obligations	21
	10.2	Proceedings Satisfactory	21
	10.3	No Litigation	21
	10.4	Examination of Financial Statements	21
	10.5	No Material Adverse Change	21
	10.6	Due Diligence	21

ii

	10.7	Stockholders Release	21
	10.8	Escrow Agreement	21
	10.9	Employment Agreements	21
	10.10	Consulting Agreement	22
	10.11	Environmental Reports	22
	10.12	Durable Medical Division	22
	10.13	Related Transactions	22
	10.14	Opinion of Counsel	22
	10.15	Consents and Approvals	22
	10.16	Additional Liabilities and Obligations	22
	10.17	Additional Contracts	22
	10.18	Repayment of Indebtedness	22
11.	COVENANTS AFTER CLOSING		23
	11.1	Release from Guarantees	23
	11.2	Payment of Taxes	23
	11.3	Filing Final Tax Return	23
12.	INDEMNIFICATION		23
13.	TERMINATION OF AGREEMENT		23
	13.1	Termination	23
	13.2	Liabilities in Event of Termination	24
14.	NONCOMPETITION		24
	14.1	Prohibited Activities	24
	14.2	Damages	25
	14.3	Reasonable Restraint	25
	14.4	Severability; Reformation	25
	14.5	Independent Covenant	25
	14.6	Materiality	26
15.	NONDISCLOSURE OF CONFIDENTIAL INFORMATION		26
	15.1	Stockholder	26
	15.2	American	26
	15.3	Damages	26
16.	FEDERAL SECURITIES ACT AND RESTRICTIONS ON THE SHARES		27
	16.1	Sophistication	27
	16.2	Registration Rights	28
	16.3	Availability of Rule 145	29
17.	GENERAL		29
	17.1	Cooperation	29
	17.2	Successors and Assigns	29
	17.3	Entire Agreement	30
	17.4	Counterparts	30

iii

17.5	Expenses	30
17.6	Notices	30
17.7	Governing Law	31
17.8	Survival of Representations and Warranties	31
17.9	Exercise of Rights and Remedies	31
17.10	Time	32
17.11	Reformation and Severability	32

iv

AGREEMENT AND PLAN OP REORGANIZATION

THIS AGREEMENT AND PLAN OP REORGANIZATION (the “Agreement”) is made as of the 11th day of January, 1993, among AMERICAN MEDICAL RESPONSE, INC., a Delaware corporation (“American”), BMS ACQUISITION, INC., an Oregon corporation (“Newco”), BUCK MEDICAL SERVICES, INC., an Oregon corporation (the “Company”) and DENNIS H. MARSH and MICHAEL T. MARSH (collectively, the “Stockholders”), the owners of all of the outstanding capital stock of the Company.

RECITALS

WHEREAS, Newco is a corporation duly organized and existing under the laws of the State of Oregon, having been incorporated on December 14, 1992, solely for the purpose of completing this transaction, and is a wholly-owned subsidiary of American;

WHEREAS, the Company is a corporation duly organized and existing under the laws of the State of Oregon; and

WHEREAS, the Acquisition Committee of the Board of Directors of American and the respective Boards of Directors of Newco and the Company (all of which companies are hereinafter collectively referred to as “Constituent Corporations”) deem it advisable and in the best interests of the Constituent Corporations and their respective stockholders that Newco merge with and into the Company pursuant to this Agreement and the applicable provisions of the laws of the State of Oregon, such transaction sometimes being herein called the “Merger”.

NOW, THEREFORE, in consideration of the premises and of the mutual agreements, representations, warranties, provisions and covenants herein contained, the parties hereto hereby agree as follows:

1.MERGER.

1.1 The Merger. At the Effective Time (as defined in Section 1.3), Newco shall be merged with and into the Company pursuant to the Oregon Business Corporation Act (the “Corporation Law”). Thereupon, the corporate identity and existence of the Company, with all its rights, privileges, impunities, powers and purposes, shall continue unaffected and unimpaired by the Merger, and the corporate identity and existence of Newco, with all its rights, privileges, immunities, powers and purposes, shall be merged into the Company as the corporation surviving the Merger and the Company shall be fully vested therewith. The separate identity, existence and corporate organization of Newco shall cease upon the Merger becoming effective as herein provided and thereupon Newco and the Company shall be a single corporation (herein sometimes called the “Surviving Corporation”).

1.2 Filing of Certificate of Merger. At the Closing (as defined in Section 5), the Company and Newco will cause Articles of Merger in substantially the form of Annex I hereto (the “Articles of Merger”) to be executed, attested and filed with the office of the Secretary of State of the State of Oregon as provided in the Corporation Law.

1.3 Effective Time of the Merger. The Merger shall be effective immediately upon the filing of the Articles of Merger as aforesaid, which time is herein sometimes referred to as the “Effective Time”.

1.4 Effect of the Merger. The Merger shall have the effect set forth in the Corporation Law.

1.5 Further Assurance. If at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any further deeds, assignments or assurances in law or that any other things are necessary, desirable or proper to vest, perfect or confirm, of record or otherwise, in the Surviving Corporation, the title to any property or rights of Newco acquired or to be acquired by the Surviving Corporation by reason of, or as a result of, the Merger, the Company and Newco agree that the Company, Newco and their proper officers and directors shall and will execute and deliver all such proper deeds, assignments and assurances in law and do all things necessary, desirable or proper to vest, perfect or confirm title to such property or rights in the Surviving Corporation and otherwise to carry out the purpose of this Agreement, and that the proper officers and directors of Newco, the proper officers and directors of the Company, and the proper officers and directors of the Surviving Corporation are fully authorized in the name and on behalf of the Company or Newco or otherwise to take any and all such action.

2.ARTICLES OF INCORPORATION; BY-LAWS; BOARD OF DIRECTORS; OFFICERS.

2.1 Articles of Incorporation. From and after the Effective Time, the Articles of Incorporation of the Company, as in effect immediately prior to the Effective Time, as the same may thereafter be amended from time to time as provided by the Corporation Law, shall be, and may be separately certified as, the Articles of Incorporation of the Surviving Corporation.

2.2 By-Laws. The by-laws of the Company as in effect immediately prior to the Effective Time shall be the by-laws of the Surviving Corporation until the same shall thereafter be altered, amended or repealed in accordance with the Corporation Law, the Articles of Incorporation of the Surviving Corporation and said by-laws.

2.3 Directors. From and after the Effective Time, the members of the Board of Directors of the Surviving Corporation shall consist of the following persons, each of such persons to serve, subject to the provisions of the Articles of Incorporation and by-laws of the Surviving Corporation, until his successor is elected and qualified:

Paul M. Verrochi

Dominic J. Puopolo

Paul T. Shirley

Trace Skeen

2.4 Officers. From and after the Effective Time, the officers of the Company immediately prior to the Effective Time shall continue as the officers of the Surviving Corporation in the same capacity or capacities, each of such officers to serve, subject to the

2

provisions of the Articles of Incorporation and by-laws of the Surviving Corporation, until his successor is elected and qualified.

3.CONVERSION OF SHARES.

3.1 Conversion. At the Effective Time, the issued shares of capital stock of Company and Newco shall, by virtue of the Merger and without any action on the part of any holder thereof, become and be converted or canceled as follows:

(a) Each outstanding share of common stock of Newco (“Newco Stock”) held of record by American will automatically be converted into one fully paid and non-assessable share of common stock of the Surviving Corporation.

(b) All the outstanding shares of Company Stock (as defined in Section 6.4) will be converted into the right to receive (i) that number of shares of the common stock, $.01 par value of American (the “American Common Stock”), obtained by dividing $2,300,000 by the Closing Market Price, (ii) an amount equal to $4,750,000 in cash, and (iii) an amount equal to $750,000, which shall be placed in escrow in accordance with Section 5. The term “Closing Market Price” shall mean the average of the closing prices of American Common Stock on the New York Stock Exchange, as reported in the Wall Street Journal, for the ten consecutive trading days ending on the fifth business day prior to the closing.

(c) The consideration recited in paragraph (b) above shall be allocated between the Stockholders in accordance with Schedule 3.1(c) attached hereto, and each Stockholder hereby elects to receive in the Merger the consideration set forth next to his name on said Schedule.

3.2 Certificates. On or prior to the Effective Time, each Stockholder shall surrender to American for cancellation by the Company the certificates representing all of the issued and outstanding shares of Company Stock owned by such Stockholder. Each such certificate surrendered shall be duly endorsed in blank, or accompanied by stock powers, with signatures guaranteed by a national bank or a member firm of the New York Stock Exchange (with all necessary transfer taxes paid by, and stamps affixed acquired at the expense of, the Stockholders), and shall be signed by each Stockholder exactly as his name appears on the face of the certificate. At the Effective Time after such surrender to American of such certificates, American shall deliver to the holder thereof, a certificate or certificates evidencing the number of shares of American Common Stock to which such holder is entitled pursuant to clause (i) of Section 3.1(b) and the amount of cash to which such holder is entitled pursuant to clause (ii) of Section 3.1(b). Each such certificate delivered by American shall bear the legend required under Section 16.

4.CLOSING.

The closing of the Merger and the other transactions contemplated hereby (the “Closing”) shall take place at the offices of Ropes & Gray, Boston, Massachusetts, or at such other place as may be agreed to by American, the Company and the Stockholders, on January 11, 1993, or on

3

such date not later than January 31, 1993, as may be agreed to by American, the Company and the Stockholders (the “Closing Date”).

5.ESCROW.

At the Effective Time, American shall deliver $750,000 to First Interstate Bank Oregon, N.A. as escrow agent (the “Escrow Agent”) under the Escrow Agreement (the “Escrow Agreement”), which funds plus, to the extent provided in the Escrow Agreement, interest thereon (the “Escrow Funds”) shall be held in escrow by the Escrow Agent pursuant to the Escrow Agreement as security for the Stockholders’ obligations as provided therein.

6.REPRESENTATIONS AND WARRANTIES OF STOCKHOLDERS.

The Stockholders jointly and severally make the following representations and warranties to, and covenants with, American. When a person makes a representation “to the best of his or its knowledge” such person shall have conducted a reasonable investigation of the subject matter of such representation and shall have reasonable ground to believe, and shall believe, that the representation and warranty as stated is true.

6.1 Due Organization. The Company is a duly organized and validly existing corporation under the laws of the State of Oregon, and is duly authorized, qualified and licensed under all applicable laws, regulations, ordinances and orders of public authorities to carry on its business in the places and in the manner as now conducted, except where the failure to be so authorized, qualified or licensed would not have a material adverse effect on the business of the Company taken as a whole. Complete and correct copies of the Articles of Incorporation of the Company (certified by the Secretary of State of the State of Oregon) and the By-laws of the Company, (certified by the Secretary of the Company) are attached hereto as Schedule 6.1. The stock records and minute books of the Company heretofore made available to American are complete and correct.

6.2 Authorization. The Company has all corporate power and authority, and each of the Stockholders has all power and authority, to enter into and perform this Agreement and the other documents and instruments to be delivered pursuant to this Agreement and to consummate the Merger and the other transactions contemplated hereby. The execution and delivery by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action on the part of Company. This Agreement has been duly and validly executed and delivered by the Company and each of the Stockholders, constitutes the legal, valid and binding obligation of each of them and is enforceable against each of them in accordance with its terms, subject as to enforcement of remedies to fraudulent conveyance, bankruptcy, reorganization, insolvency and similar laws from time to time in effect.

6.3 No Conflicts; Approvals.

(a) Neither the execution, delivery and performance of this Agreement by the Company and by the Stockholders nor the consummation of the Merger and the other transactions contemplated hereby will (i) conflict with or result in a breach of any provision of the Articles of Incorporation or Bylaws of Company, (ii) except as disclosed

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on Schedule 6.3, result in any conflict with, breach of, or default (or give rise to any right to termination, cancellation or acceleration or loss of any right or benefit) under or require any consent or approval which has not been obtained with respect to any of the terms, conditions or provisions of any material contract or agreement to which either Stockholder or the Company is a party or by which any of them or their respective assets may be bound, including without limitation, the Contracts (as defined in Section 6.14) or (iii) violate any order, law, rule or regulation applicable to either Stockholder or the Company or by which any of them or their respective properties or assets may be bound.

(b) No action, consent or approval by, or filing by the Company or any Stockholder with, any Federal, state, municipal, foreign or other court or governmental body or agency, or any other regulatory body, is required in connection with the execution, delivery or performance by the Stockholders or the Company of this Agreement or the consummation by Company of the Merger and the other transactions contemplated hereby, except (i) the filing of the Articles of Merger with the Secretary of State of the State of Oregon, (ii) any consent or approval obtained prior to the Closing, or (iii) any consent or approval the failure of which to obtain would not have a material adverse effect on the business of the Company taken as a whole.

6.4 Capital Stock of Company. The authorized capital stock of the Company consists of 500 shares of common stock, no par value (“Company Stock”), of which 30 shares are issued and outstanding. All of the issued and outstanding shares of the Company Stock have been duly authorized and validly issued and are fully paid and nonassessable, and are owned, beneficially and of record, by the Stockholders as set forth on Schedule 6.4. The Stockholders have, and as of the Closing Date will have, good title to such shares, free and clear of all liens, claims, security interests and encumbrances of every kind. Such shares were offered, issued, sold and delivered by the Company in compliance with all applicable state and federal laws governing the offer and sale of securities and none of such shares were issued in violation of the preemptive rights of any past or present stockholder.

6.5 Transactions in Capital Stock. Except as described in Schedule 6.5, the Company has not acquired, directly or indirectly, any shares of its capital stock in the previous two years. No option, warrant, call, conversion right or commitment of any kind exists that obligates the Company to issue any of its authorized but unissued capital stock. In addition, the Company has no obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any of its capital stock or any interests therein or to pay any dividend or make any distribution in respect thereof. Neither the voting stock structure of the Company nor the ownership of shares by Stockholders has been altered or changed within the previous two years.

6.6 No Bonus Shares. None of the shares of the Company Stock were issued pursuant to awards, grants or bonuses.

6.7 Subsidiaries. The Company has no subsidiaries. Except as set forth in Schedule 6.7, the Company does not presently own, of record or beneficially, or control, directly or indirectly, any capital stock, securities convertible into capital stock or any other equity interest in any corporation, association or business entity. The Company is not, directly or indirectly, a participant in any joint venture, partnership or other noncorporate entity.

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6.8 Predecessor Status, etc. Set forth in Schedule 6.8 is a listing of the corporate names of all predecessor companies of the Company, including the names of any entities from whom the Company previously acquired significant assets.

6.9 Financial Statements. Attached as Schedule 6.9 are copies of the following financial statements of the Company (the “Financial Statements”):

(a) the Balance Sheet of the Transportation Services Division and Transportation Management Services Division of the Company at December 31, 1991, and the related statement of operations, stockholders equity and cash flows for the one-year period then ended, audited by KPMG Peat Marwick, independent public accountants, together with the audit report thereon of such independent public accountants; and

(b) the Balance Sheets of the Company at December 31, 1991, and December 31, 1990, and the Statement of Operations and Retained Earnings and the Statement of Cash Flows of the Company for the years then ended, reviewed by Van Beek and Company, the Company’s independent public accountants, together with the review report thereon of such independent public accountants; and

(c) the unaudited Balance Sheet of the Transportation Services Division and Transportation Management Services Division of the Company at October 31, 1992 (hereinafter referred to as the “Balance Sheet Date”), and the related unaudited statements of operations, stockholders’ equity and cash flows for the ten-month period then ended reviewed by KPMG Peat Marwick, independent public accountants, together with the review report thereon of such independent public accountants.

The Financial Statements described in paragraph (b) above have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated (except as noted). The Financial Statements described in paragraphs (a) and (c) above present fairly the financial condition of the Transportation Services Division and Transportation Management Services Division of the Company at the respective dates thereof and the results of their operations for the periods covered thereby. The Financial Statements described in paragraph (b) above present fairly the financial condition of the Company at the respective dates thereof and the results of their operations for the periods covered thereby.

6.10 Liabilities and Obligations. Schedule 6.10 sets forth an accurate list as of the Balance Sheet Date of all material liabilities or obligations (other than the liabilities and obligations of the Durable Medical Division assumed by Marsh Medical Services, Inc., in connection with the transaction described in Section 10.12) of the Company which are not reflected in the balance sheet described in Section 6.9(c), or in the footnotes thereto, and any material liabilities or obligations incurred thereafter not in the ordinary course of business of any kind, character and description, whether accrued, absolute, secured or unsecured, contingent or otherwise (other than the liabilities and obligations of the Durable Medical Division assumed by Marsh Medical Services, Inc., in connection with the transaction described in Section 10.12), together with, in the case of those liabilities which are not fixed (other than possible liabilities described on the “incident reports” described on Schedule 6.10), an estimate of the maximum

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amount which may be payable. For each such liability or Obligation for which the amount is not fixed or is contested, Schedule 6.10 sets forth the following:

(a) a summary description of the liability together with the following:

(i) references to copies of all relevant documentation relating thereto provided to American;

(ii) amounts claimed and any other action or relief sought; and

(iii) name of claimant and all other parties to the information: claim, suit or proceeding.

(b) the name of each court or agency before which such claim, suit or proceeding is pending;

(c) the date such claim, suit or proceeding was instituted; and

(d) a reasonable best estimate by the Stockholders of the maximum amount, if any, which is likely to become payable with respect to each such liability (other than possible liabilities described on the “incident reports” described on Schedule 6.10). (If no estimate is provided, the Stockholders’ best estimate shall for purposes of this Agreement be deemed to be zero.)

6.11 Accounts and Notes Receivable. Schedule 6.11 sets forth an accurate summary list as of the Balance Sheet Date of the accounts and notes receivable of the Company, including receivables from and advances to employees and the Stockholders, and an aging of all accounts and notes receivable showing amounts due in 30-day aging categories. An accurate, detailed list of such items has been delivered to American. All accounts and notes receivable of the Company outstanding on the Closing Date arose from the sale of products and services in the ordinary course of business and are legal and binding claims of the Company. To the best of the Stockholders’ knowledge, there have been no changes in the accounts and notes receivable of the Company since the Balance Sheet Date other than trade receivables in the ordinary course of business.

6.12 Permits and Intangibles.

(a) Schedule 6.12 sets forth an accurate list and summary description of all material certificates of need, permits, titles (including motor vehicle titles and current registrations), fuel permits, licenses, franchises and certificates owned, held, licensed or otherwise used by the Company (collectively, “Permits”) and all trademarks, trade names, service marks, patents, patent applications and copyrights owned or held by the Company (collectively, “Intellectual Property”). To the best of the Stockholders’ knowledge, the Company’s rights in such Permits and Intellectual Property are adequate for the operation of the Company’s business as presently conducted. Neither the Company nor, to the best of the Stockholders’ knowledge, any other Party thereto, is in material default thereunder. There are no claims or proceedings pending or, to the best of the Stockholders’ knowledge, threatened against the Company asserting the infringement

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by the Company of any trademark, service mark, copyright, patent, patent right or other proprietary right of any other person. Neither the execution and delivery of this Agreement nor the consummation of the Merger or the other transactions contemplated hereby, will cause a default under or alter or impair any rights, or give rise to any right to termination, cancellation, or acceleration or loss of any right or benefit, or require any consent or approval which has not been obtained under, or with respect to, any Permit or Intellectual Property which could have a material adverse effect on the business of the Company.

(b) The Stockholders have made available to, and specifically identified (in writing or through employees of the Company) for, American, a description and copies as of the date of this Agreement, of all material records, reports, notifications, certificates of need, permits, pending permit applications, engineering studies, environmental impact studies, filed or submitted or, to the best of the Stockholder’s knowledge, required to be filed or submitted, to governmental agencies and of all material notifications from such governmental agencies relating to the above or relating to the discharge or release of materials into the environment or otherwise relating to the protection of the public health or the environment.

6.13 Real and Personal Property. Schedule 6.13:

(a) sets forth an accurate list and a substantially complete description of all the real property leased by the Company;

(b) sets forth an accurate list of all licensed vehicles owned or leased by the Company, and a fixed asset schedule that lists in summary form all the fixed assets used in the Company’s business carried on the Company’s books for tax purposes;

(c) includes true and complete copies of written leases for material items of equipment and for real property on which are situated buildings, warehouses, workshops, garages and other structures used in the operation of the business of the Company;

(d) identifies those assets used in the Company’s business which are owned by affiliates of the Company;

(e) includes copies of all title reports and title insurance policies received or owned by the Company; and

(f) includes a complete list and description of all real property owned or leased by the Company or any of the Company’s predecessors during the previous ten years, other than residential properties leased by the Company for living quarters for its employees.

Except as shown on Schedule 6.13, to the best of the Stockholders’ knowledge, substantially all of the vehicles, machinery and equipment of the Company are in good working order and condition, ordinary wear and tear excepted. All leases set forth on Schedule 6.13 are in full force and effect and constitute valid and binding agreements of the Company and, to the best of the Stockholders’

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knowledge, the other parties (and their successors) thereto and neither the Company, nor to the best of the Stockholders’ knowledge, any other party thereto, is in material default thereunder. All material fixed assets used by the Company in the operation of its business are either owned by the Company or leased by the Company under an agreement listed on Schedule 6.13.

6.14 Material Contracts and Commitments.

(a) Schedule 6.14 sets forth an accurate list of all material contracts, commitments and similar agreements or arrangements, whether written or oral (collectively, the “Contracts”) to which the Company is a party or by which it or any of its properties are bound (including, but not limited to, employment agreements, joint venture or partnership agreements, contracts with any labor organizations, loan agreements, indemnity or guaranty agreements, bonds, mortgages, options to purchase land, liens, pledges or other security agreements).

(b) The Stockholders have delivered to American true and complete copies of Contracts that are in writing and an accurate and complete description of all oral Contracts.

(c) Except to the extent set forth on Schedule 6.14, to the best of the Stockholders’ knowledge, the Company has complied with all material commitments and obligations pertaining to the Contracts and is not in material default under any Contract and has not received or given any notice of default thereunder and no other party to a Contract is in material default thereunder.

(d) Each of the Contracts is the legal, valid and binding obligation of the Company, and to the best of the Stockholders’ knowledge, the other parties thereto. To the best of the Stockholders’ knowledge, each of the Contracts is in full force and effect and will continue in full force and effect immediately following the Merger and the other transactions contemplated hereby.

(e) To the best of the Stockholders’ knowledge, none of the Company’s customers have canceled or substantially reduced or are currently attempting or threatening to cancel or substantially reduce service.

(f) To the best of the Stockholder’s knowledge, the Company is not a party to any contract, agreement or other instrument or commitment which, singly or in the aggregate, materially and adversely affects or is likely to materially and adversely affect, the business of the Company taken as a whole.

6.15 Labor Matters. Except as set forth in Schedule 6.15, the Company is not bound by or subject to (and none of its assets or properties is bound by or subject to) any arrangement with any labor union. Except as set forth in Schedule 6.15, no employees of the Company are represented by any labor union or covered by any collective bargaining agreement nor, to the best of the Stockholders’ knowledge, is any organization campaign to establish such representation in progress. There is no pending or, to the best of the Stockholders’ knowledge threatened, labor dispute involving the Company and any group of its employees nor has the

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Company experienced any labor interruptions over the past three years. The Company considers its relationship with employees to be good and, except as disclosed on Schedule 6.15, does not anticipate that its relationships with its union or employees will, or is likely to, result in a material adverse effect on the business, operations, properties, assets or condition, financial or otherwise, of the Company.

6.16 Real Property. The Company owns no real property.

6.17 Insurance. Schedule 6.17(a) sets forth an accurate list of all insurance policies carried by the Company, copies of all property, general liability, excess liability, data processing, commercial automobile, garage, scheduled property, and workers’ compensation insurance loss runs received for the past three (3) policy years are identified on Schedule 6.17(a) and have been previously provided to American. Copies of all policies currently in effect have previously been delivered to American and are complete and correct. The insurance carried by the Company with respect to its properties, assets and business is in amounts sufficient for the reasonably prudent protection of the properties, assets and business of the Company. To the best of the Stockholders’ knowledge, such insurance policies are currently in full force and effect and shall remain in full force and effect through the Closing Date. To the best of the Stockholders’ knowledge, except as set forth on Schedule 6.17(b), the Company’s insurance has never been canceled and the Company has never been denied coverage.

6.18 Compensation. Schedule 6.18 sets forth an accurate list of all officers, directors and non-union key employees (having an annual salary in excess of $35,000) of the Company, the rate of compensation (and the portions thereof attributable to salary, bonus and ether compensation, respectively) of each such person as of the Balance Sheet Date and any increase therein since the Balance Sheet Date.

6.19 Employee Benefit Plans. Schedule 6.19 sets forth an accurate schedule listing all material employee benefit or welfare plans of Company, including without limitation any pension, profit-sharing, bonus, stock option, incentive, deferred compensation, hospitalization, medical, insurance or other plan or arrangement, and any employment or other agreement containing “golden parachute” provisions, a description of such plans and arrangements and classifications of employees covered thereby. Copies of such plans, agreements, and any trusts related thereto have been delivered to American. To the best of the Stockholders’ knowledge, all employee benefit plans listed on Schedule 6.19 are in substantial compliance with all applicable provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and the regulations issued thereunder, as well as with all other applicable federal, state and local statutes, ordinances and regulations to the extent such laws are applicable.

6.20 Qualified Plans. All plans listed on Schedule 6.19 that are intended to qualify (the “Qualified Plans”) under Section 401(a) of the Internal Revenue Code of 1986, as amended (the “Code”) are so qualified. Except as disclosed on Schedule 6.19, to the best of the Stockholders’ knowledge, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, actuarial reports, audits or tax returns) have been timely filed or distributed, and copies thereof have been delivered to American. To the best of the Stockholders’ knowledge, neither the Company nor any Stockholder nor any such plan listed in Schedule 6.19 has engaged in any transaction

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prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA which has not been fully resolved. To the best of the Stockholders’ knowledge, no such plan listed in Schedule 6.19 has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and, to the best of the Stockholders’ knowledge, the Company has not incurred any liability for excise tax or penalty due to the Internal Revenue Service nor any liability to the Pension Benefit Guaranty Corporation which has not already been paid. The Stockholders further represent that:

(i) there have been no terminations, partial terminations or discontinuance of contributions to any such Qualified Plan intended to qualify under Section 401(a) of the Code without notice to and approval by the Internal Revenue Service to the extent notice and approval were required;

(ii) no such plan listed in Schedule 6.19 subject to the provisions of Title IV of ERISA has been terminated;

(iii) there have been no “reportable events” (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed in Schedule 6.19 for which a required filing has not been made; and

(iv) the Company has no unsatisfied liability under Section 4062 of ERISA.

6.21 Conformity with Law. ‘To the best of the Stockholders’ knowledge, the Company is not in material default under any law or regulation or under any order of any court or federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality having jurisdiction over it. Except to the extent set forth in Schedule 6.10 there are no claims, actions, suits or proceedings, pending or to the best of the Stockholders’ knowledge threatened, against or affecting the Company, at law or in equity, or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality having jurisdiction over it and no notice of any such claim, action, suit or proceeding has been received. To the best of the Stockholders’ knowledge, the Company has conducted and is conducting its business in substantial compliance with the requirements, standards, criteria and conditions set forth in applicable federal, state and local statutes, ordinances, permits, licenses, orders, approvals, variances, rules and regulations and is not in violation of any of the foregoing which might materially and adversely affect the business, operations, affairs, prospects, properties, assets, profits or condition, financial or otherwise, of the Company taken as a whole.

6.22 Taxes.

(a) The Company made an election to be taxed under the provisions of Subchapter S of the Internal Revenue Code on December 22, 1986, to be effective January 1, 1987. The Company has a taxable year ended December 31 and has not made an election to retain a fiscal year other than December 31 under Section 444 of the Code. Prior to January 1, 1993, the Company utilized the cash receipts and disbursements method of accounting for income tax purposes and had not changed its method of accounting in the past five years. The Stockholders have executed all documents

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sufficient to terminate the Company’s election to be taxed as an S corporation effective as of January 1, 1993, and the Company has changed to the accrual method of accounting for tax purposes effective for the year ending December 31, 1992, in each case in conformity with the Code and applicable regulations thereunder and with applicable state law and regulations.

(b) The Company has timely filed all requisite tax and information returns which are required to be filed by it and has paid, or has made adequate provision for the payment of, all taxes which may have or become due pursuant to such returns or to any assessment received by it. To the best of the Stockholders’ knowledge, there is no additional assessment on any basis therefor. To the best of the Stockholders’ knowledge, there are no open years, examinations in progress or claims against the Company for federal or other taxes (including penalties and interest) for any period and no notice of any claim, whether pending or threatened, for taxes has been received. To the best of the Stockholders’ knowledge, the amounts shown as accruals for taxes on the financial statements of the Company as of the Balance Sheet Date delivered to American as a part of Schedule 6.9 are sufficient for the payment of all taxes of the kinds indicated (including penalties and interest) for all fiscal periods ended on or before that date. Copies of (i) any tax examinations within the last six years, (ii) extensions of statutory limitations and (iii) the federal and local income tax returns and franchise tax returns of the Company for the last three (3) fiscal years are attached hereto as Schedule 6.22.

6.23 Completeness. To the best of the Stockholders’ knowledge, the copies of all leases, instruments, agreements, licenses, permits, certificates or other documents which are included on schedules attached hereto or have been delivered, or made available to, and specifically identified (in writing or through employees of the Company) for, to American in connection with the transactions contemplated hereby are complete and correct.

6.24 Government Contracts. Except as set forth on Schedule 6.24, to the best of the Stockholders’ knowledge, the Company is not now and has never been a party to any governmental contracts subject to price redetermination or renegotiation.

6.25 Absence of Changes. Except as set forth on Schedule 6.25, since the Balance Sheet Date, there has not been:

(i) any material adverse change in the financial condition, assets, liabilities (contingent or otherwise), income or business of the Company;

(ii) any damage, destruction or loss (whether or not covered by insurance) materially adversely affecting the properties or business of the Company;

(iii) any change in the authorized capital of the company or in its securities outstanding or any change in its ownership interests or any grant of any options, warrants, calls, conversion rights or commitments;

(iv) any declaration or payment of any dividend or distribution in respect of the capital stock or any direct or indirect redemption, purchase or other acquisition of any of the capital stock of the Company);

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(v) any increase in the compensation, bonus, sales commissions or fee arrangement payable or to become payable by the Company to its officers, directors, the Stockholders, employees, consultants or agents;

(vi) any work interruptions, labor grievances or claims filed, proposed law or regulation or any event or condition of any character, materially adversely affecting the business or future prospects of the Company;

(vii) any sale or transfer, or any agreement to sell or transfer, any material assets, property or rights of the Company to any person, including, without limitation, the Stockholders and their affiliates;

(viii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to the Company, including without limitation any indebtedness or obligation of any Stockholder or any affiliate thereof;

(ix) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of the assets, property or rights of the Company or requiring consent of any party to the transfer and assignment of any such assets, property or rights;

(x) any purchase or acquisition, or agreement, plan or arrangement to purchase or acquire, any material property, rights or assets;

(xi) any waiver of any material rights or claims of the Company;

(xii) to the best of the Stockholders’ knowledge, any breach, amendment or termination of any material contract, agreement, license, permit or other right to which the Company is a party; or

(xiii) any other transaction by the Company outside the ordinary course of business.

6.26 Deposit Accounts; Powers of Attorney. Schedule 6.26 sets forth an accurate schedule as of the date of this Agreement of:

(i) the name of each financial institution in which the Company has accounts or safe deposit boxes;

(ii) the names in which the accounts or boxes are held;

(iii) the type of account; and

(iv) the name of each person authorized to draw thereon or have access thereto.

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Schedule 6.26 also sets forth the name of each person, corporation, firm or other entity holding a general or special power of attorney from the Company and a description of the terms of such power of attorney.

6.27 Environmental Matters. Except as set forth on Exhibit 6.27, (a) to the best of the Stockholders’ knowledge, the Company has never disposed of, or contracted for the disposal of, in violation of law, hazardous wastes, hazardous substances, infectious or medical waste, radioactive waste or sewage sludges as those terms are defined by the Resource Conservation and Recovery Act of 1976, as amended (the “RCM”), the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), the Atomic Energy Act of 1954, as amended, or any comparable state laws, rules or regulations and (b) no such wastes, substances, or sludges generated by the Company have finally come to be located on any site which is or has been (including as a potential or suspect site) included in any published federal, state, or local “superfund” or other list of hazardous or toxic waste sites. Except as disclosed on Schedule 6.27, to the best of the Stockholders’ knowledge, there has been no storage or treatment of solid wastes or hazardous wastes (as defined in RCRA) by Company or any predecessor in interest (at any site or other facility owned or operated by Company) in violation of any applicable law, rule, regulation, order, judgment or permit or that would require any material remedial action under any applicable law. Except as disclosed on Schedule 6.27, (a) the Company has not received any notice of any violation with respect to asbestos or hazardous substances at any of its sites, and (b) to the best of the Stockholders’ knowledge, there has been no spill, discharge, leak, emission, injection, escape, dumping or release in reportable quantities onto any property owned by the Company, leased by Company from Dennis H. Marsh or leased by the Company from a third party other than residential properties leased by the Company from a third party for living quarters for its employees, or into the environment surrounding any such property of any hazardous substances as defined under any local, state or Federal regulations or laws. The Company has never owned, operated and/or leased a waste transfer, recycling, treatment, storage or disposal facility. None of the Company’s employees has, in the course and scope of employment with the Company, been exposed in violation of any law or regulation to hazardous, infectious, radioactive or toxic wastes or substances. In addition, to the best of the Stockholders’ knowledge, there has been no assertion by any governmental agency or other regulatory authority or any environmental lien or action.

6.28 Underground Storage Tanks. Except as set forth on Schedule 6.28, to the best of the Stockholders’ knowledge, the Company has never owned or leased any real estate having any underground storage tanks containing petroleum products (other than tanks containing heating oil in the case of residential properties leased by the Company for living quarters for its employees) or wastes or other hazardous substances regulated by 40 CFR 280 and/or other applicable federal, state or local laws, rules and regulations and requirements.

6.29 Brokers and Finders. Neither any Stockholder nor the Company nor any officer, director or employee of the Company has employed any broker, agent or finder or incurred any liability for any brokerage fees, commissions or finders’ fees for the Merger or any other transactions contemplated by the Agreement or otherwise. Neither the Company nor any of its officers, directors, or employees on behalf of the Company has incurred any liabilities for any financial advisory fees, brokerage fees, commissions or finders’ fees that remain unpaid in connection with any transaction or proposed transaction.

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6.30 Relations with Government. Neither the Company nor any Stockholder has made, offered or agreed to offer anything of value to any governmental official, political party or candidate for government office in violation of applicable law nor has it otherwise taken any action which would cause the Company to be in violation of the Foreign Corrupt Practices Act of 1977, as amended, for any law of similar effect.

6.31 Disclosure. This Agreement and the schedules hereto and all other document and information furnished to American and its representatives pursuant hereto do not and will not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading. If the Company or the Stockholders become aware of any fact or circumstance which would change a representation or warranty of the Company or the Stockholders in this Agreement or any representation made on behalf of the Company, the Company and the Stockholders shall immediately give notice of such fact or circumstance to American. However, such notification shall not relieve either the Company or the Stockholders of their respective obligations under this Agreement.

7.REPRESENTATIONS OF AMERICAN AND NEWCO.

American and Newco jointly and severally make the following representations and warranties to, and covenants with, the Stockholders.

7.1 Due Organization. Each of American and Newco is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and is duly authorized, qualified aid licensed under all applicable laws, regulations, and ordinances of public authorities to carry on its business in the places and in the manner as now conducted except for where the failure to be so authorized, qualified or licensed would not have a material adverse affect on the business of American, on a consolidated basis. Copies of the Certificate of Incorporation of American (certified by the Secretary of State of the State of Delaware), the Articles of Incorporation of Newco (certified by the Secretary of State of the State of Oregon) and the Bylaws of each of American and Newco (certified by the secretary or assistant secretary of the respective corporations) have previously been delivered to the Stockholders.

7.2 Authorization. Each of American and Newco has all corporate power and authority to execute and deliver this Agreement and the other documents and instruments to be delivered pursuant to this Agreement and to consummate the Merger and the other transactions contemplated hereby. The execution and delivery by American and Newco of this Agreement, the consummation of the Merger and other transactions contemplated hereby by American and Newco have been duly and validly authorized by all necessary corporate action on the part of American and Newco. This Agreement has been duly and validly executed and delivered by each of American and Newco and constitutes the valid and binding obligations of each of them enforceable in accordance with its terms, subject as to enforcement of remedies to fraudulent conveyance, bankruptcy, reorganization, insolvency and similar laws from time to time in effect.

7.3 No Conflicts; Approvals.

(a) Neither the execution, delivery and performance of this Agreement, the consummation of the Merger and other transactions contemplated hereby by American

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and Newco will (i) conflict with or result in a breach of any provision of the charter or bylaws of either American or Newco, (ii) result in any conflict with, breach of, or default (or give rise to any right to termination, cancellation or acceleration or loss of any right or benefit) under or require any consent or approval which has not been obtained with respect to any of the terms, conditions or provisions of any indenture, contract, agreement or instrument to which American or Newco is a party or by which any of their respective properties maybe bound or (iii) violate any order, law, rule or regulation applicable to American or Newco or by which any of their respective properties is bound.

(b) No action, consent or approval by, or filing by American or Newco with, any Federal, state, municipal, foreign or other court or governmental body or agency, or any other regulatory body, is required in connection with the execution and delivery by American or Newco of this Agreement or the consummation by American and Newco of the Merger and the other transactions contemplate hereby, other than such as shall have been made or obtained prior to the Closing and other than the filing of the Articles of Merger with the Secretary of State of the State of Oregon.

7.4 American Stock. The shares of American Common Stock to be issued to the Stockholders pursuant to Section 3.2 (the “Shares”) will be duly authorized, validly issued, fully paid and nonassassable.

7.5 Prospectus. American has furnished to the Stockholders a copy of American’s Prospectus dated January 7, 1993 (the “Prospectus”), which is part of the Registration Statement on Form S-1 filed with the Securities and Exchange Commission (“SEC”) covering the issuance of the Shares to the Stockholders (the “Registration Statement”). On the Closing Date, the issuance of the Shares to the Stockholders will be registered under the Securities Act of 1933, as amended (the “Act”). The Registration Statement will be effective on the Closing Date and, to the best knowledge of American, there is no stop or cease and desist order pending, threatened or in effect with respect to the Registration Statement or qualification or any similar order of any applicable regulatory authority pending, threatened or in effect.

7.6 Disclosure. The Prospectus, including the financial disclosure contained therein, does not include an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. There has been no material adverse change in the business of American, taken as a whole, since the date of the Prospectus.

7.7 Investigation. American has conducted a due diligence review of the Company and its assets, books and records. American has been provided access to such records relating to the Company and its business and affairs as it has requested both in writing and orally, together with such opportunity as American has desired to interview employees, agents, and representatives of the Company. Nothing in this Section 7.7 shall limit in any way the representations and warranties of the Stockholders made in this Agreement.

7.8 Brokers and Finders. Neither American nor Newco nor any of their respective officers, directors or employees has employed any broker, agent or finder or incurred any

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liability for any brokerage fees, commissions or finders’ fees for the Merger or any other transactions contemplated by the Agreement or otherwise.

8.COVENANTS OF STOCKHOLDERS AND THE COMPANY PRIOR TO CLOSING.

8.1 Access and Cooperation. During the period from the date hereof through the Closing Date, the Company will afford to the officers and authorized representatives of American access to all of the Company’s sites, properties, books and records and will furnish American with such additional financial and operating data and other information as to the business and properties of the Company as American may from time to time reasonably request. The Company will cooperate with American, its representatives, engineers, auditors and counsel in the preparation of any documents or other material which may be required in connection with any documents or materials required by any governmental agency.

8.2 Conduct of Business Pending Closing. During the period from the date hereof through the Closing Date, the Company shall, and the Stockholders will cause the Company to:

(a) carry on its business in substantially the same manner as it has heretofore and not introduce any material new method of management, operation or accounting;

(b) maintain its properties, facilities and equipment, including those held under leases, in as good working order and condition as at present, ordinary wear and tear excepted;

(c) perform all of its material obligations under agreements relating to or affecting its respective assets, properties, equipment or rights;

(d) keep in full force and effect present insurance policies or other comparable insurance coverage with comparable insurers;

(e) use its reasonable efforts to maintain and preserve its business organization intact, retain its present employees and maintain its relationships with suppliers, customers and others having business relations with the Company;

(f) use its reasonable efforts to maintain compliance with all permits, laws, rules and regulations, consent orders, and similar requirements;

(g) maintain present debt and lease instruments and not enter into new or amended debt or lease instruments, without the knowledge and consent of American; and

(h) maintain present salaries and commission levels for all officers, directors, employees and agents, except that the Company may increase salaries of employees (other than the Stockholders) in accordance with merit reviews and consistent with past practices.

8.3 Prohibited Activities. The Company will not, without prior written consent of American:

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(a) make any change in its Articles of Incorporation or Bylaws;

(b) effect any change in the capital structure of the Company, including without limitation, the issuance of any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kind;

(c) declare or pay any dividend, or make any other distribution in respect of its stock, except that (i) the Company may declare and pay dividends to the Stockholders, as of December 31, 1992, in an aggregate amount not to exceed $175,000 and (ii) the Company may declare and pay, as of December 31, 1992, the dividends described in Section 10.12;

(d) purchase, redeem or otherwise acquire or retire for value any shares of its stock or other securities;

(e) enter into any contract or commitment or incur or agree to incur any liability except in the normal course of business or make any capital expenditures in excess of $10,000 except that the Company may make the capital expenditures described on Schedule 8.3(e) hereto;

(f) increase the compensation payable or to become payable to any officer, director, the Stockholders, employee or agent, or pay any bonus or management fee to any such person, except that the Company may (i) increase salaries of employees (other than the Stockholders) in accordance with merit reviews and consistent with past practices ands (ii) pay a bonus to Trace Skeen with respect to the fiscal year ended December 31, 1992, in an aggregate amount not to exceed $50,000;

(g) create, assume or permit to exist any mortgage, pledge or other lien or encumbrance (other than mechanics’ liens and similar non-material liens arising in the ordinary course of business) upon any assets or properties whether now owned or hereafter acquired, except as set forth in Schedule 8.3(g);

(h) except as provided by Schedule 8.3(h) and in Section 10.12, sell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal course of business;

(i) make any contribution pursuant to the Company’s employee benefit plans other than mandatory employer contributions;

(j) negotiate for the acquisition of any business or the start-up of any new business or project;

(k) merge or consolidate or agree to merge or consolidate with or into any other corporation;

(l) waive any material rights or claims of the Company;

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(m) knowingly breach or permit a breach of, or amend or terminate any material agreement or any permit, license or other right of the Company; or

(n) enter into any other transaction outside the ordinary course of its business or prohibited hereunder.

8.4 Notice to Bargaining Agents. Prior to the Closing Date, the Company shall satisfy any requirement for notice of the transactions contemplated by this Agreement under applicable collective bargaining agreements, and shall provide American with proof that any required notice has been sent.

8.5 No Shop. None of the Stockholders, the Company or any agent, officer, director or any representative of any of the foregoing will, during the period commencing on the date of this Agreement and ending with the earlier to occur of the Closing or January 31, 1993, directly or indirectly:

(a) solicit or initiate the submission of proposals or offers from any person for,

(b) participate in any discussions pertaining to or

(c) furnish any information to any person other than American or Newco relating to,

any acquisition or purchase of all or a material amount of the assets of, or any equity interest in, the Company or a merger, consolidation or business combination of the Company.

9.CONDITIONS PRECEDENT TO OBLIGATIONS OF STOCKHOLDERS.

The obligations of the Stockholders to consummate the Merger are subject to the fulfillment, prior to the Effective Time of each of the following conditions, any of which may be waived by the Stockholders. Upon consummation of the Merger, all of such conditions not satisfied shall be deemed to be waived.

9.1 Representations and Warranties; Performance of Obligations. The representations and warranties of American and Newco contained in Section 7 shall be true and correct on and as of the Closing Date with the same force and effect as though made on and as of such date; all of the terms, covenants and conditions of this Agreement to be complied with, performed and satisfied by American and Newco on or before the Closing Date shall have been complied with, performed and satisfied; and a certificate to the foregoing effect dated the Closing Date and signed by a duly authorized officer of American shall have been delivered to the Stockholders.

9.2 Proceedings Satisfactory. All actions, proceedings, instruments and documents required to carry out this Agreement or incidental hereto and all other related legal matters shall be reasonably satisfactory to the Stockholders and their counsel.

9.3 No Litigation. No action or proceeding before a court or any other governmental agency or body shall have been instituted or threatened to restrain or prohibit the Merger or the

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consummation of the other transactions contemplated hereby, and no governmental agency or body shall have taken any other action or made any request of the Company as a result of which the management of the Company deems it inadvisable to proceed with the transactions hereunder.

9.4 Escrow Agreement. American and First Interstate Bank Oregon, N.A. shall have executed and delivered to the Stockholders an Escrow Agreement in substantially the form of Annex II hereto (the “Escrow Agreement”).

9.5 Employment Agreement. American and the Company shall have executed and delivered to Michael T. Marsh an Employment Agreement in substantially the form of Annex III-A hereto.

9.6 Consulting Agreement. American and the Company shall have executed and delivered to Dennis H. Marsh a Consulting Agreement in substantially the form of Annex IV hereto.

9.7 Opinion of Counsel. The Stockholders shall have received an opinion from counsel for American, dated the Closing Date, in form and substance satisfactory to the Stockholders, to the effect that:

(a) American is a corporation duly organized and validly existing in good standing under the laws of the State of Delaware;

(b) this Agreement has been duly authorized, executed and delivered by each of American and Newco and constitutes a valid and binding agreement of each of American and Newco enforceable against American and Newco in accordance with its terms subject to (i) bankruptcy, moratorium, insolvency, reorganization, arrangement and other similar laws relating to or affecting the rights and remedies of creditors and (ii) general principles of equity, regardless of whether applied in proceeding in equity or at law, except that no opinion need be expressed as to the second sentence of Section 11.1 or as to the enforceability of the provisions of Section 16.2 relating to indemnification; and

(c) the Shares are duly authorized and, when issued pursuant to Section 3.2, will be validly issued, fully paid and nonassessable.

9.8 Environmental Reports. The environmental audit reports with respect to the Properties (as defined in Section 10.11) shall be satisfactory to Dennis H. Marsh.

10.CONDITIONS TO OBLIGATIONS OF AMERICAN AND NEWCO.

The obligations of American and Newco to consummate the Merger are subject to the fulfillment, prior to the Effective Time of each of the following conditions, any of which may be waived by American and Newco. Upon consummation of the Merger, all of such conditions not satisfied shall be deemed to be waived.

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10.1 Representations and Warranties; Performance of Obligations. The representations and warranties of the Stockholders contained in Section 6 shall be true and correct on and as of the Closing Date with the same force and effect as though made on and as of such date; all of the terms, covenants and conditions of this Agreement to be complied with, performed and satisfied by the Company or the Stockholders on or before the Closing Date shall have been complied with, performed and satisfied; and a certificate to the foregoing effect dated the Closing Date and signed by each of the Stockholders shall have been delivered to American.

10.2 Proceedings Satisfactory. All actions, proceedings, instruments and documents required to carry out this Agreement or incidental hereto and all other related legal matters shall be reasonably satisfactory to American and its counsel.

10.3 No Litigation. No action or proceeding before a court or any other governmental agency or body shall have been instituted or threatened to restrain or prohibit the Merger or the other transactions contemplated by this Agreement and no governmental agency or body shall have taken any other action or made any request of American as a result of which the management of American deems it inadvisable to proceed with the transactions hereunder.

10.4 Examination of Financial Statements. Prior to the Closing Date, American’s independent public accountants shall have completed an audit of the Company’s financial statements for the fiscal year ended December 31, 1991, and a review of the Company’s financial statements for the ten-month period ended October 31, 199_ the results of which are satisfactory to American, in its sole discretion.

10.5 No Material Adverse Change. No material adverse change in the results of operations, financial condition or business of the Company shall have occurred, and the Company shall not have suffered any material loss or damages to any of its properties or assets, whether or not covered by insurance, since the Balance Sheet Date, which change, loss or damage materially affects or impairs the ability of the Company to conduct its business; and American shall have received a certificate signed by the Stockholders dated the Closing Date to such effect.

10.6 Due Diligence. American shall have completed and shall be satisfied with, its due diligence review of the business, operations, assets, prospects and condition, financial and otherwise, of the Company.

10.7 Stockholders Release. Each of the Stockholders shall have delivered to American an instrument dated the Closing Date, in form and substance satisfactory to American, releasing the Company from any and all claims of the Stockholders against the Company.

10.8 Escrow Agreement. The Escrow Agreement shall have executed and delivered to American by each of the Stockholders and First Interstate Bank Oregon, N.A.

10.9 Employment Agreements. Michael T. Marsh and Trace Skeen shall have executed and delivered to American and the Company Employment Agreements in substantially the forms of Annexes III-A and III-B hereto, respectively.

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10.10 Consulting Agreement. Dennis H. Marsh shall have executed and delivered to American and the Company a Consulting Agreement in substantially the form of Annex IV hereto.

10.11 Environmental Reports. Dennis H. Marsh shall have furnished to American environmental audit reports with respect to the properties listed on Schedule 10.11 (the “Properties”) in form and substance satisfactory to American.

10.12 Durable Medical Division. The Company shall have declared and paid to the Stockholders a cash dividend in the aggregate amount of $200,000, which will be paid to the Company as a down payment of the purchase price for the purchase of assets of the Company’s Durable Medical Division, as described in this Section 10.12. Marsh Medical Services, Inc., shall have, in compliance with all applicable laws, purchased from the Company the assets and assumed the liabilities of the Company’s Durable Medical Division described on Schedule 10.12 at a purchase price equal to the amount shown on Schedule 10.12 as the “Net assets withdrawn.” The net worth of the Company as a result of such transactions shall not have been reduced by more than $200,000. American shall have received a certificate to these effects dated the Closing Date signed by each of the Stockholders.

10.13 Related Transactions. All existing leases, agreements and arrangements between the Company and any Stockholder or any affiliate of a Stockholder shall either have been canceled or the terms thereof shall have been renegotiated on a basis no less favorable to the Company than would be the case if such transaction had been effected with an unrelated third-party.

10.14 Opinion of Counsel. American shall have received an opinion from Miller, Nash, Wiener, Hager & Carlsen, counsel to the Stockholders, dated the Closing Date, in form and substance satisfactory to American.

10.15 Consents and Approvals. All necessary consents of, and filings with, any governmental authority or agency and any other person or entity relating to the consummation of the Merger and the transactions contemplated hereby shall have been obtained and made.

10.16 Additional Liabilities and Obligations. The Stockholders shall have delivered to American a schedule, dated the Closing Date, updating the information on Schedule 6.10 as of the Closing Date.

10.17 Additional Contracts. The Stockholders shall have delivered to American a schedule, dated the Closing Date, showing all material contracts and agreements of the type required to be set forth on Schedule 6.14, together with copies thereof, entered into by Company since the date of Schedule 6.14.

10.18 Repayment of Indebtedness. Prior to the Closing Date, the Stockholders shall have repaid the Company in full all amounts owing to the Company by them.

10.19 Documents Relating to Termination of S Corporation Status. The Stockholders shall have delivered to American the documents described in Section 6.22(a) relating to the

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termination of the Company’s status as an S corporation in proper form for filing with appropriate federal tax authorities.

11.COVENANTS AFTER CLOSING.

11.1 Release from Guarantees. After the Closing, American shall use its reasonable efforts to have Dennis H. Marsh and Gwen Marsh released from the personal guarantees specified on Schedule 11.1 of indebtedness of the Company. In the event that American cannot obtain a release for any such guarantee within the 120 day period following the Closing, American shall pay off or otherwise refinance or retire the indebtedness related to such guarantee and, with respect to each month (or portion thereof) after such 120-day period until such guarantee is released or such indebtedness is repaid, shall pay Dennis H. Marsh a monthly guarantor’s fee at the rate of 1.5% of the average daily balance of such indebtedness outstanding during the preceding month. Such fee shall be paid on the first day of each month and shall be prorated for partial months.

11.2 Payment of Taxes. The Stockholders shall pay by April 15, 1993, and shall at all times indemnify and hold American and the Surviving Corporation harmless with respect to, all income tax liabilities (including penalties and interest) resulting from the termination of the Company’s status as an S corporation and from the Company’s use of the cash method of accounting for tax purposes and from the Company’s change from the cash method of accounting for income tax purposes to the accrual method of accounting for income tax purposes.

11.3 Filing Final Tax Return. American shall cause the Surviving Company to file an accurate and complete final S corporation tax return for the Company as of December 31, 1992.

12.INDEMNIFICATION.

The provisions of this Agreement relating to the parties’ indemnification obligations with respect to certain matters are set forth in Exhibit 12 hereto, which is incorporated by reference herein as if fully set forth herein.

13.TERMINATION OF AGREEMENT.

13.1 Termination. This Agreement may be terminated at any time prior to the Effective Time:

(a) by mutual consent of the parties hereto;

(b) by the Stockholders and the Company or by American and Newco if the Closing shall not have been consummated on or prior to January 31, 1993, or such later date, if any, as American and the Stockholders may agree upon writing; and

(c) by the Stockholders and the Company, on the one hand or by American and Newco, on the other hand, in the event of a material breach or default by the other parties hereto of any provision of this Agreement and, in the case of a breach or default that is capable of being cured, continuation of such breach or default for a period of 15

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days (but not later than January 31, 1993) after written notice thereof shall have been given to the breaching party.

13.2 Liabilities in Event of Termination. The termination of this Agreement will in no way limit any obligation or liability of any party based on or arising from a breach or default by such party with respect to any of his or its representations, warranties, covenants or agreements contained in this Agreement. The provision of this Section 13 and of Sections 8.5, 15 and 17.5 shall survive the termination of this Agreement.

14.NONCOMPETITION.

14.1 Prohibited Activities. The Stockholders agree that they shall not:

(i) for the period of five years following the Closing Date in the case of Dennis H. Marsh and the period of three years following the Closing Date in the case of Michael T. Marsh, establish, enter into, be employed by or for, advise, consult with or become an owner in part of, any company, partnership, corporation or other entity or venture that engages in the business of, or in any way engage in the business (for himself or others whether as an officer, director, shareholder, owner, partner, joint venturer, employee, independent contractor, consultant, advisor or representative), of providing ambulance services or pre-hospital care and medical or handicapped transportation, (A) in the case of Dennis H. Marsh, within 100 miles of any location in which the Company, American or any of their respective subsidiaries conducts business as of the Closing Date or (B) in the case of Michael T. Marsh, within 100 miles of any location in which the Company (or any subsidiary of the Company) or any other subsidiary of American for which he has served as an employee or provided significant on-site services conducts or has conducted business. (For purposes of this Article 14 the geographic region that applies to Dennis H. Marsh and Michael T. Marsh, as the case may be, is referred to as the “Territory”);

(ii) for a period of five years following the Closing Date in the case of Dennis H. Marsh and the period of three years following the Closing Date in the case of Michael T. Marsh, call upon any person who is, at that time, employed by American or the Surviving Corporation, or any of their respective subsidiaries for the purpose or with the intent of enticing such employee away from or out of the employ of American or the Company or any of their respective subsidiaries;

(iii) for a period of five years following the Closing Date in the case of Dennis H. Marsh and the period of three years following the Closing Date in the case of Michael T. Marsh, call upon any person or entity which is, at that time, or which has been, within one year prior to that time, a customer of American, the Company or the Surviving Corporation or any of their respective subsidiaries within the Territory for the purpose of soliciting or selling medical transportation services;

(iv) for a period of five years following the Closing Date in the case of Dennis H. Marsh and the period of three years following the Closing Date in the case of Michael T. Marsh, call upon any prospective acquisition candidate, on their own behalf or on

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behalf of any competitor, which candidate was either called upon by any Stockholder or for which any Stockholder made an acquisition analysis for himself or for American or the Company; or

(v) for a period of five years following the Closing Date in the case of Dennis H. Marsh and the period of three years following the Closing Date in the case of Michael T. Marsh, disclose the Surviving Corporation’s customers, whether in existence or proposed, to any person, firm, partnership, corporation or business for any reason or purpose whatsoever unless otherwise publicly known through no fault of either Stockholder.

Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit the Stockholders from acquiring as an investment not more than one percent of the capital stock of a competing business, whose stock is traded on a national securities exchange or over-the-counter.

14.2 Damages. Because of the difficulty of measuring economic losses to American and the Company as a result of the breach of the foregoing covenant, and because of the immediate and irreparable damage that would be caused to American and the Company for which they would have no other adequate remedy, the Stockholders agree that, in the event of a breach by them of the foregoing covenant, the covenant may be enforced by American or the Company by injunctions and restraining orders.

14.3 Reasonable Restraint. It is agreed by the parties that the foregoing covenants in this Section 14 impose a reasonable restraint on the Stockholders in light of the activities and business of the Company on the date of the execution of this Agreement and the future plans of the Company.

14.4 Severability; Reformation. The covenants in this Section 14 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformed.

14.5 Independent Covenant. All of the covenants in this Section 14 shall be construed as an agreement independent of any other provision of this Agreement, and the existence of any claim or cause of action of the Stockholders against the Company or American, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by American or the Company of such covenants. It is specifically agreed that the period of five years stated above, shall be computed by excluding from such computation any time during which the Stockholders are in violation of any provision of this Section 14 and any time during which there is pending in any court of competent jurisdiction any action (including any appeal from any judgment) brought by any person, whether or not a party to this Agreement, in which action American or the Company seeks to enforce the agreements and covenants of the Stockholders or in which any person contests the validity of such agreements and covenants or their enforceability or seeks to avoid their performance or enforcement.

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14.6 Materiality. The Stockholders acknowledge and agree that the covenants set forth in this Section 14 are a material and substantial part of this transaction.

15.NONDISCLOSURE OF CONFIDENTIAL INFORMATION.

15.1 Stockholders. The Stockholders recognise and acknowledge that they had in the past, currently have, and in the future may possibly have, access to (a) certain confidential information of the Company, such as lists of customers, operational policies, and pricing and cost policies that are valuable, special and unique assets of the Company, and (b) certain confidential information about American and its subsidiaries. The Stockholders agree that they will not use such confidential information for their own benefit or disclose such confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except to authorized representatives of American, unless such information becomes known to the public generally through no fault of the Stockholders or unless such Stockholders are required by law to disclose such information. If the Stockholders are requested to provide such information pursuant to requirements of applicable law, they shall notify American as promptly as possible and shall allow American the opportunity to oppose such request. In the event of a breach or threatened breach by the Stockholders of the provisions of this Section, American and the Company shall be entitled to an injunction restraining the Stockholders from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting American and the Company from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages.

15.2 American. American recognizes and acknowledges that it has in the past, currently has, and prior to the Closing Date will have, access to certain confidential information of the Company, such as lists of customers, operational policies, pricing and cost policies that are valuable, special and unique assets of the Company. This confidential information has been provided to American and its representatives for the purpose of evaluation the transactions contemplated by this Agreement. American agrees that without the prior written consent of the Stockholders prior to the Closing and following any termination of this Agreement, it will not use such confidential information other than for the purposes for which it has been provided and will not disclose such confidential information to any person, firm, corporation, association, or other entity for any purpose or reason whatsoever, unless such information becomes known to the public generally through no fault of American or unless American is required by law or the requirements of the New York Stock Exchange to disclose such information. In the event that American is required to provide such information pursuant to the requirements of applicable law (other than disclosure requirements) it shall notify Dennis H. Marsh, acting on behalf of the Company and the Stockholders, as promptly as possible and shall allow Dennis H. Marsh, acting on behalf of the Company and the Stockholders, the opportunity to oppose such request. In the event of a breach or threatened breach by American of the provisions of this Section, the Stockholders shall be entitled to an injunction restraining American from disclosing, in whole or in part, such confidential information. Nothing contained herein shill be construed as prohibiting the Stockholders from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages.

15.3 Damages. Because of the difficulty of measuring economic losses as a result of the breach of the foregoing covenants, and because of the immediate and irreparable damage that

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would be caused for which they would have no other adequate remedy, American, Newco, the Company and the Stockholders agree that, in the event of a breach by any of them of the foregoing covenant, the covenant may be enforced against them by injunctions and restraining orders.

16.FEDERAL SECURITIES ACT AND RESTRICTIONS ON THE SHARES.

The Stockholders acknowledge that the Shares will not be registered for resale under the Act or under any state securities laws and may not be resold or otherwise transferred except pursuant to an effective registration, statement under the Act or in accordance with Rule 145 promulgated thereunder and in accordance with applicable state securities laws. The certificates evidencing the Shares will bear the following legend:

THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED FOR RESALE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER APPLICABLE STATE SECURITIES LAWS AND MAY ONLY BE SOLD OR OTHERWISE TRANSFERRED IF THE HOLDER HEREOF REPRESENTS IN WRITING TO AMERICAN MEDICAL RESPONSE, INC. THAT HE AGREES TO COMPLY WITH RESALE LIMITATIONS UNDER APPLICABLE SECURITIES LAWS WITH RESPECT TO SUCH TRANSFERS.

In connection with any request by a Stockholder to remove the legend above with respect to any Shares for sale pursuant to Rule 145, such Stockholder shall deliver to American a representation letter with respect to such Shares in the form of Annex V attached hereto properly executed by such Stockholder. American shall instruct its transfer agent to remove such legend with respect to such Shares promptly after receipt by American of such letter.

16.1 Sophistication. The Stockholders represent and warrant to, and covenant with, American as follows:

(a) the Stockholders have been provided as much time and opportunity as they deemed appropriate to review and study the Prospectus and to consult with American regarding the merits and risks of the transactions contemplated by this Agreement;

(b) the Stockholders have each had adequate opportunity to ask questions of and receive answers from the officers of American. concerning any and all matters pertaining to the transactions referred to in the Prospectus which they deemed appropriate, including, without limitation, the background and experience of such officers and the Board of Directors of American and the current conduct and status of and prospects of American’s business;

(c) the Stockholders have each in fact asked of American’s officers any and all questions of the nature described in clause (b) above which they have desired to ask, and all such questions have been answered to the satisfaction of the Stockholders;

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(d) the Stockholders are the true parties in interest and are not acquiring any of the Shares for the benefit of any other person or entity;

(e) the Shares are being acquired by each Stockholder for his own account for investment and is not being acquired with a view to the resale, redistribution, subdivision or fractionalization thereof in violation of applicable law;

(f) each Stockholder has such knowledge and experience in financial and business matters and investments in general that he is capable of evaluating the merits and risks of the ownership of the Shares;

(g) each Stockholder understands that the Shares that he will receive cannot be readily sold without compliance applicable state and federal securities laws; and

(h) each Stockholder will deliver to American notice any intention to resell any Shares in order to afford American the opportunity to advise such Stockholders with respect to applicable procedural requirements.

16.2 Registration Rights.

(a) During the three month period following the Closing Date, Dennis H. Marsh may, by written notice furnished to American, request that American register for his account under the Act all or a specified portion of the Shares held by him. After receipt of such written notice, American shall use its reasonable efforts to prepare and file a registration statement with respect to such Shares with the SEC and cause such registration statement to become effective within the 90 day period following American’s receipt of such notice and to use its reasonable efforts to cause such registration statement to remain effective for a period of at least 60 days (or such shorter period during which Dennis H. Marsh shall have sold all Shares which he requested to be registered) and shall use its best efforts to register and qualify the Shares covered by such registration statement under applicable state securities laws as Dennis H. Marsh shall reasonably request for the distribution of such Shares.

(b) In connection with such registration, Dennis H. Marsh shall furnish to American such information regarding him and the distribution of Shares held by him as American may from time to time request, and Dennis H. Marsh agrees to indemnify and hold harmless American, its directors, officers and any person who controls American within the meaning of Section  15 of the Act against any and all losses, claims, damages and liabilities (or action in respect thereof) relate to statements or omissions made in such registration statement, any prospectus included therein, or amendments to such registration statement or any such prospectus, in reliance upon such information provided by Dennis H. Marsh and agrees to reimburse each such person for any reasonable legal or other expenses incurred by such person in connection with investigating or defending any such loss, claim, damage, liability or action. This indemnity agreement will be in addition to any liability that Dennis H. Marsh may otherwise have.

(c) American agrees to indemnity and hold harmless Dennis H. Marsh against any and all losses, claims, damages, and liabilities to which Dennis H. Marsh may

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become subject under the Act or otherwise, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the registration statement for the registration of the Shares, or in the prospectus included therein, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse Dennis H. Marsh, for any reasonable legal or other expense incurred by him in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that American will not be liable in any such case to the extent that any such loss, claim, damage, or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with information furnished to American by or on behalf of Dennis H. Marsh for use in connection with the preparation thereof. This indemnity agreement will be in addition to any liability that American may otherwise have. American also agrees, in the case of an underwritten public offering effected pursuant to this Section 16.2, to provide customary indemnification to the underwriters of such offering.

(d) All expenses incurred in connection with registration pursuant to Section 16.2(a), including without limitation, registration and filing fees, printing costs, and legal fees and expenses of Dennis H. Marsh (but excluding underwriting discounts and commissions), shall be borne by American; provided, however, that American shall not be required to pay more than an aggregate of $1,250 of such legal fees.

16.3 Availability of Rule 145. American shall not be obligated to register, or to keep a registration statement in effect pursuant to Section 16.2 with respect to, Shares held by Dennis H. Marsh at any time when the aggregate number of Shares then held by him is not more than the number of Shares that may be sold by him at the time within the volume limitations of Rule 145 relating solely to the number of Shares outstanding promulgated under the Act.

17.GENERAL.

17.1 Cooperation. The Stockholders and American shall each deliver or cause to be delivered to the other on the Closing Date, and at such other times and places as shall be reasonably agreed to, such additional instruments as the other may reasonably request for the purpose of consummating the transactions contemplated by this Agreement. The Stockholders will cooperate and use their reasonable efforts to have the present officers, directors and employees of the Company cooperate with American and the Surviving Corporation on and after the Closing Date in furnishing information, evidence, testimony and other assistance in connection with any actions, proceedings, arrangements or disputes of any nature with respect to matters pertaining to all periods prior to the Closing Date.

17.2 Successors and Assigns. This Agreement and the rights of the parties hereunder may not be assigned (except by operation of law) and shall be binding upon and shall inure to the benefit of the parties hereto, their successors and permitted assigns of American, and the heirs and legal representatives of the Stockholders.

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17.3 Entire Agreement. This Agreement (including the schedules and annexes attached hereto) and the documents and instruments delivered pursuant hereto constitute the entire agreement and understanding between the Stockholders, the Company, American and Newco and supersede any prior agreement and understanding relating to the subject matter of this Agreement. This Agreement may be modified or amended only by a written instrument executed by the Stockholders and on behalf of the Company, American, and Newco by their respective duly authorized officers.

17.4 Counterparts. This Agreement may be executed in any number of counterparts which together shall constitute one instrument.

17.5 Expenses.

(a) American will (i) pay the fees and expenses of its independent public accountants for their audit and review referred to in Section 10.4, if the Merger is consummated and such audit and review does no disclose a material adverse change in either the amount of stockholders’ equity or the amount of operating income of the Company from that reflected on the financial statements furnished by the Company to American (other than changes previously disclosed to American in writing) and (ii) pay the other fees, expenses and disbursements of American and Newco and their agents, representatives, accountants and counsel incurred in connection with the subject matter of this Agreement and any amendments hereto, whether or not the Merger is consummated. For purposes of clause (i) of this Section 17.5, the term “material” means, with respect to an adverse change, an adverse change of $100,000 or more.

(b) If the Merger is consummated, (i) the Company will pay all of the fees, expenses and disbursements of the Company and the Stockholders and their respective agents, representatives, accountants and counsel incurred on or before November 19, 1992, in connection with the subject matter of this Agreement and all of the legal and accounting costs incurred by the Company in the ordinary course of business and (ii) the Stockholders will pay the fees, expenses and disbursements of the Company and the Stockholders and their respective agents, representatives, accountants and counsel incurred after November 19, 1992, in connection with the subject matter of this Agreement and any amendments hereto and all other costs and expenses incurred in the performance and compliance with all conditions to be performed by the Stockholders and the Company under this Agreement, including the cost of the environmental audits referred to in Section  10.11. If the Merger is not consummated, the fees and expenses described in the first sentence of this Section 17.5(b) shall be borne by the Company or the Stockholders, as they may determine. Whether or not the Merger is consummated, the Stockholders will pay the fees and expenses of American’s independent public accountants for their audit and review referred to in Section 10.4 if American is not required to pay such fees and expenses pursuant to clause (a)(i) of this Section 17.5.

17.6 Notices. All notices of communication required or permitted hereunder shall be in writing. Any notice, demand or other communication given under this Agreement shall be deemed to be given if given in writing (including telex, telecopy or similar transmission) addressed as provided below (or at such other address as the

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addressee shall have specified by notice actually received by the addressor) and if either (a) actually delivered in fully legible for, to such address (evidenced in the case of a telex by receipt of the correct answerback) or (b) in the case of a letter, five days shall have elapsed after the same shall have been deposited in the United States mails, with first-class postage prepaid and registered or certified.

If to American or Newco, addressed to them at:

67 Batterymarch Street

Suite 300 Boston,

Massachusetts 02110

Attention: President

with a copy to:

Ropes & Gray

One International Place

Boston, Massachusetts 02110-2624

Attention: Keith F. Higgins, Esq.

If to the Stockholders, addressed to them at:

Dennis H. Marsh

1270 High Street

Gladstone, Oregon 97027-1619

Michael T. Marsh

980 Cornell Avenue

Gladstone, Oregon 97027-1619

with a copy to:

Miller, Nash Wiener, Hager & Carlsen

111 S.W. Fifth Avenue

Portland, Oregon 97204-3699

Attention: J. Franklin Cable, Esq.

17.7 Governing Law. This Agreement shall be construed in accordance with the laws of the State of Oregon.

17.8 Survival of Representation and Warranties. The representations, warranties, covenants and agreements of the parties made herein and at the time of the Closing or in writing delivered pursuant to the provisions of this Agreement shall survive the consummation of the transactions contemplated hereby for such periods as are specified in Exhibit 12 and any examination on behalf of the parties.

17.9 Exercise of Rights and Remedies. Except as otherwise provided herein, no delay of or omission in the exercise of any right, power or remedy accruing to any

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party as a result of any breach or default by any other party under this Agreement shall impair any such right, power or remedy, nor shall it be construed as a waiver of or acquiescence in any such breach or default, or of any similar breach or default occurring later; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default occurring before or after that waiver.

17.10 Time. Time is of the essence of this Agreement.

17.11 Reformation and Severability. In case any provision of this Agreement shall be invalid, illegal or unenforceable, it shall, to the extent possible, be modified in such manner as to be valid, legal and enforceable but so as to most nearly retain the intent of the parties, and if such modification is not possible, such provision shall be severed from this Agreement, and in either case the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

AMERICAN MEDICAL RESPONSE, INC.
By:	/s/ x
Title: President
BMS ACQUISITION, INC.
By:	/s/ x
Title: Vice President
BUCK MEDICAL SERVICES, INC.
By:	/s/ x
Title: President
Stockholders of Buck Medical Services, Inc.
/s/ Dennis H. Marsh
Dennis H. Marsh
/s/ Michael T. Marsh
Michael T. Marsh

LIST OF ANNEXES AND SCHEDULES

Annex No.	Description
Annex I	Articles of Merger
Annex II	Form of Escrow Agreement
Annex III-A	Form of Employment Agreement for Michael T. Marsh
Annex III-B	Form of Employment Agreement for Trace Skeen
Annex IV	Form of Consulting Agreement
Annex V	Form of Representation Letter
Schedule No.	Description
Schedule 3.1(c)	Merger Consideration
Schedule 6.1	Certified Copies of Articles of Incorporation and By-laws of the Company
Schedule 6.3	Consents
Schedule 6.4	Ownership of Company Stock
Schedule 6.5	Transactions in Capital Stock
Schedule 6.7	Equity Interests
Schedule 6.8	Predecessor Status, etc.
Schedule 6.9	Financial Statements
Schedule 6.10	Liabilities and Obligations
Schedule 6.11	Accounts and Notes Receivable
Schedule 6.12	Permits and Intangibles
Schedule 6.13	Real and Personal Property
Schedule 6.14	Material Contracts and Commitments
Schedule 6.15	Labor Matters
Schedule 6.17(a)	Insurance
Schedule 6.17(b)	Certain Exceptions
Schedule 6.18	Compensation
Schedule 6.19	Employee Benefit Plans
Schedule 6.22	Taxes
Schedule 6.24	Governmental Contracts
Schedule 6.25	Absence of Changes
Schedule 6.26	Deposit Accounts; Powers of Attorney
Schedule 6.27	Environmental Matters
Schedule 6.28	Underground Storage Tanks
Schedule 8.3(e)	Permitted Capital Expenditures
Schedule 8.3(g)	Permitted Liens
Schedule 8.3(h)	Permitted Dispositions of Property
Schedule 10.11	Specified Leased Properties
Schedule 10.12	Assets and Liabilities of Durable Medical Division
Schedule 10.1	Specified Personal Guarantees

Exhibit	Description
Exhibit 12	Certain Indemnification Obligations

Schedule 3.1(c)

Merger Consideration

	Value of American
	Common Stock		Cash		Escrow
Dennis H. Marsh	$	2,165,000	$	4,650,000	$	725,000
Michael T. Marsh	135,000		100,000		25,000
TOTAL	$	2,300,000	$	4,750,000	$	750,000

THIS SPACE FOR OFFICE USE

Submit the original Corporation Division - Business Registry and one true copy

$10.00

Survivor’s Registry Number:

083500-19

ARTICLES OF MERGER

Business and/or Nonprofit Corporations

PLEASE TYPE LEGIBLY IN BLACK INK

1.Names of the corporations proposing to merge:

A.Buck Medical Services, Inc.

B.A.A. Ambulance Service of Portland, Inc.

2.Name of the surviving corporation:

Buck Medical Services, Inc.

3.A copy of the plan of merger is attached.

4.Corporation A - check the appropriate statement:

oShareholder/membership was not required. The plan approved by a sufficient vote of the board of directors.

x Shareholder/membership approval was required. The vote was as follows:

If Corporation A is			Number of votes
a business	Class(es)	Number of shares	entitled to be	Number of votes	Number of votes
corporation	entitled to vote	outstanding	cast	cast for	cast against
	Common	100	100	100	0
If Corporation A is			Number of votes
a nonprofit	Class(es) or	Number of members	entitled to be	Number of votes	Number of votes
corporation	series of shares	entitled to votes	cast	cast for	cast against

Corporation B - check the appropriate statement:

oShareholder/membership was not required. The plan approved by a sufficient vote of the board of directors.

xShareholder/membership approval was required. The vote was as follows:

If Corporation B is			Number of votes
a business	Class(es) or	Number of members	entitled to be	Number of votes	Number of votes
corporation	series of shares	entitled to vote	cast	cast for	cast against
	Common	100	100	100	0
If Corporation B is			Number of votes
a nonprofit	Class(es)	Number of shares	entitled to be	Number of votes	Number of votes
corporation	entitled to vote	outstanding	cast	cast for	cast against

Execution for
Corporation
Surviving	/s/ David Trace Skeen	David Trace Skeen	President
Corporation	Signature	Printed Name	Title

Person to contact about this filing:	Linda S. Day	(617) 951-7459
	Name	Daytime phone number

MAKE CHECKS PAYABLE TO THE CORPORATION DIVISION.

(11/93)

PLAN OF MERGER

This Plan of Merger is made as of the 28 day of August, 1995 between Buck Medical Services, Inc., an Oregon corporation (“Buck”), and A.A. Ambulance Service of Portland, Inc., an Oregon corporation (“Merging Corporation”). Each of Buck and Merging Corporation agrees as follows:

1. At the Effective Time (as defined in Section 5 below), Merging Corporation shall be merged with and into Buck pursuant this Plan of Merger and the provisions of the Oregon Business Corporation Act. The separate existence of Merging Corporation shall cease upon effectiveness of the merger and thereupon Merging Corporation and Buck shall be a single corporation (the “Surviving Corporation”).

2. All shares of stock of Merging Corporation shall be cancelled as of the Effective Time. There shall be no distribution of cash to, or conversion of shares of, Merging Corporation pursuant to this Plan of Merger. All shares of Buck will be converted into an equal number of shares of the Surviving Corporation.

3. The Articles of Incorporation of Buck as in effect immediately prior to the Effective Time shall be the Articles of Incorporation of the Surviving Corporation and shall continue in full force and effect until amended in the manner prescribed by the Oregon Business Corporation Act.

4. The Board of Directors and the proper officers of Merging Corporation and Buck, respectively, are authorized and directed to execute and deliver all documents, papers and instruments and to take all such action necessary or desirable to evidence or carry out the provisions of this Plan of Merger.

5. The merger shall take effect on September 1, 1995 (the “Effective Date”).

6. The merger shall have the effect set forth in the Oregon Business Corporation Act.

IN WITNESS WHEREOF the undersigned have executed this Plan of Merger this 28 day of August, 1995.

BUCK MEDICAL SERVICES, INC.
By:	/s/ X
	President
A.A. AMBULANCE SERVICE OF PORTLAND, INC.
By:	/s/ X
	President

THIS SPACE FOR OFFICE USE ONLY

Submit the original	Corporation Division - Business Registry
and one true copy	Public Service Building
$10.00	255 Capitol Street NE, Suite 151
	Salem, OR 97310-1327
	(503) 966-2200 Facsimile (503) 378-4361

Registry Number:

083500-19

ARTICLES OF AMENDMENT

By Incorporators, Directors or Shareholders

PLEASE TYPE OR PRINT LEGIBLY IN BLACK INK

1.Name of the corporation prior to amendment:

Buck Medical Services, Inc.

2.State the article number(s) and set forth the article(s) as it is amended to read or attach a separate sheet.
Article I — The name of the corporation shall be American Medical Response Northwest, Inc.

3.The amendment(s) was adopted on February 1, 1996. (If more than one amendment was adopted, identify the date of adoption of each amendment.)

4.Check the appropriate statement:

xShareholder action was required to adopt the amendment(s). The vote was as follows:

Class or series of	Number of shares	Number of votes	Number of votes	Number of votes
shares	outstanding	entitled to be cast	cast for	cast against
Common	100	100	100

oShareholder action was not required to adopt the amendment(s). The amendment(s) was adopted by the board of directors without shareholder action.

oThe corporation has not issued any shares of stock. Shareholder action was not required to adopt the amendment(s). The amendment(s) was adopted by the incorporators or by the board of directors.

Execution:	/s/ Mark V. Gregg	Mark V. Gregg,	Vice President
	Signature	Printed Name	Title

Person to contact about this filing:	J. Terrence Bittner	(503) 228-5626
	Name	Daytime phone number

MAKE CHECKS PAYABLE TO THE CORPORATION DIVISION OR INCLUDE YOUR VISA OR MASTERCARD NUMBER AND EXPIRATION DATE           -          -          -                 /    . SUBMIT THE COMPLETED FORM AND FEE TO THE ABOVE ADDRESS OR FAX TO (503) 378-4381.

Articles of Amendment — Business/Professional

Secretary of State — Corporation Division — 255 Capitol St. NE, Suite 151 — Salem, OR 97310-1327 — http://www.FllingInOregon.com — Phone: (503) 986-2200

REGISTRY NUMBER:  083500-19

In accordance with Oregon Revised Statue 192.410-192.490, the information on this application is public record.

We must release this information to all parties upon request and it will be posted on our website. For office use only

Please Type or Print Legibly in Black Ink.

1)ENTITY NAME: American Medical Response Northwest, Inc.

2)STATE THE ARTICLE NUMBER(S): and set forth the article(s) as it is amended to read.  (Attach a separate sheet if necessary.)

Article II is amended to delete the reference to former ORS Chapter 57 but is not otherwise amended.

Article V is hereby deleted in its entirety.

Article VII is hereby deleted in its entirety.

Article VI is accordingly renumbered to “Article V”

3)THE AMENDMENT WAS ADOPTED ON: Each of the foregoing amendments was adopted on May 26, 2011

(If more than one amendment was adopted, identify the date of adoption of each amendment.)

4)CHECK THE APPROPRIATE STATEMENT:

x  Shareholder action was required to adopt the amendment(s).

The vote was as follows:

Class or series of shares	Number of shares outstanding	Number of votes entitled to be cast	Number of votes cast FOR	Number of votes cast AGAINST
Common	100	100	100

o Shareholder action was not required to adopt the amendment(s).  The amendment(s) was adopted by the board of directors without shareholder action.

o The corporation has not issued any shares of stock.  Shareholder action was not required to adopt the amendment(s).  The amendment(s) was adopted by the incorporators or by the board of directors.

5)EXECUTION:  (Must be signed by at least one officer or director.)

By my signature, I declare as an authorized authority, that this filing has been examined by me and is, to the best of my knowledge and belief, true, correct, and complete.  Making false statements in this document is against the law and may be penalized by fines, imprisonment or both.

Signature	Printed Name:	Title:
/s/ William A. Sanger	William A. Sanger	CEO

CONTACT NAME: (To resolve questions with this filing.)	FEES
	Required Processing Fee $100
PHONE NUMBER: (Include area code.)	Confirmation Copy (Optional) $5
	No fee for President/Secretary Change.
11 — Articles of Amendment — Business Professional (01/10)	Processing Fees are nonrefundable. Please make check payable to “Corporation Division.”

EX-3.34

Exhibit 3.34

BYLAWS

OF

AMERICAN MEDICAL RESPONSE NORTHWEST, INC.

ARTICLE I

SHAREHOLDERS MEETINGS

1.1           Annual Meeting.  The annual meeting of the shareholders shall be held at 10:00 am on the second Tuesday in May each year, unless a different date or time is fixed by the Board of Directors and stated in the notice of the meeting.  Failure to hold an annual meeting on the stated date shall not affect the validity of any corporate action.

1.2           Special Meetings.  Special meetings of the shareholders, for any purposes, unless otherwise prescribed by statute, may be called by the President or the Board of Directors.

1.3           Place of Meetings.  Meetings of the shareholders shall be held at any place in or out of Oregon designated by the Board of Directors.

1.4           Meeting by Telephone Conference.  Shareholders may participate in an annual or special meeting by, or conduct the meeting through, use of any means of communications by which all shareholders participating may simultaneously hear each other during the meeting, except that no meeting for which a written notice is sent to shareholders may be conducted by this means unless the notice states that participation in this manner is permitted and describes how any shareholder desiring to participate in this manner may notify the Corporation.

1.5           Action Without Meeting.  Action required or permitted by law to be taken at a shareholders meeting may be taken without a meeting if the action is taken by all the shareholders entitled to vote on the action.  The action must be evidenced by one or more written consents describing the action taken, signed by all the shareholders entitled to vote on the action and delivered to the Secretary for inclusion in the minutes for filing with the corporate records.  Shareholder action taken by written consent is effective when the last shareholder signs the consent, unless the consent specifies an earlier or later effective date.

ARTICLE II

BOARD OF DIRECTORS

2.1           Number and Term.  The number of directors of the Corporation shall be at least one (1) and no more than five (5).  Within this range, the number of directors shall be determined from time to time by the Board of Directors.  The term of a director shall expire at the next annual meeting of shareholders after his or her election.  No reduction in the number of directors shall shorten the term of any incumbent director.  Despite the expiration of a director’s term, the director shall continue to serve until the director’s successor is elected and qualified or the number of directors is decreased.  Directors need not be residents of Oregon or shareholders of the Corporation.

2.2           Regular Meetings.  A regular meeting of the Board of Directors shall be held without notice other than this Bylaw immediately after, and at the same place as, the annual meeting of shareholders.

2.3           Special Meetings.  Special meetings of the Board of Directors may be called by the President or any two directors.  The person or persons authorized to call special meetings of the Board of Directors may fix any place in or out of Oregon as the place for holding any special meeting of the Board of Directors called by them.

2.4           Notice.  Notice of the date, time and place of any special meeting of the Board of Directors shall be given at least 24 hours prior to the meeting by notice communicated in person, by telephone, telegraph, teletype, other form of wire or wireless communication, mail or private carrier.  If written, notice shall be effective at the earliest of (a) when received, (b) three days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed, or (c) on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested and the receipt is signed by or on behalf of the addressee.  Notice by all other means shall be deemed effective when received by or on behalf of the director.

2.5           Action Without Meeting.  Any action that is required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if one or more written consents describing the action taken are signed by all of the directors entitled to vote on the matter and included in the minutes or filed with the corporate records reflecting the action taken.  The action shall be effective when the last director signs the consent, unless the consent specifies an earlier or later effective date.

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ARTICLE III

OFFICERS

3.1           Appointment.  The Board of Directors at its first meeting following its election each year shall appoint a President and a Secretary.  The Board of Directors may appoint any other officers, assistant officers and agents of the Corporation, which may include, without limitation, a Chairman of the Board, a Treasurer, and one or more Vice Presidents.  Any two or more offices may be held by the same person.

3.2           Compensation.  The Corporation may pay its officers reasonable compensation for their services as fixed from time to time by the Board of Directors.

3.3           Term.  The term of office of all officers commences upon their appointment and continues until their successors are appointed or until their resignation or removal.

3.4           Removal.  Any officer or agent appointed by the Board of Directors or the President may be removed by the Board of Directors at any time with or without cause.

3.5           President.  Unless otherwise determined by the Board of Directors, the President shall be the chief executive officer of the Corporation and, subject to the control of the Board of Directors, shall be responsible for the general operation of the Corporation.  The President shall have any other duties and responsibilities prescribed by the Board of Directors.  Unless otherwise determined by the Board of Directors, the President shall have authority to vote any shares of stock owned by the Corporation and to delegate this authority to any other officer.

3.6           Secretary.  The Secretary shall record and keep the minutes of all meetings of the directors and shareholders in one or more books provided for that purpose and perform any duties prescribed by the Board of Directors or the President.

3.7           Chairman of the Board.  The Chairman of the Board, if any shall be appointed, shall convene and preside at all meetings of the Board of Directors, shall perform such duties as are usually vested in a presiding officer and shall have and perform such other duties as may from time to time be prescribed by the Board of Directors.

3.8           Vice Presidents.  Each Vice President, if any shall be appointed, shall perform such duties and responsibilities as are prescribed by the Board of Directors or the President.  The Board of Directors or the President may confer a special title upon a Vice President.

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3.9           Treasurer.  The Treasurer, if any shall be appointed, shall be responsible for the properties, accounts and financial transactions of the Corporation.  The Treasurer shall deposit, or cause to be deposited, all money and other valuables in the name and to the credit of the Corporation with such depositories as may be designated by the Board of Directors, shall disburse or cause to be disbursed funds of the Corporation as may be ordered by the Board of Directors, and shall have such other powers and perform such other duties as from time to time may be prescribed by the Board of Directors.

ARTICLE IV

ISSUANCE OF SHARES

4.1           Adequacy of Consideration.  The authorization by the Board of Directors of the issuance of shares for stated consideration shall evidence a determination by the Board that such consideration is adequate.

4.2           Certificates for Shares.  Certificates representing shares of the Corporation shall be signed, either manually or in facsimile, by two officers of the Corporation, at least one of whom shall be the President or a Vice President.

ARTICLE V

AMENDMENTS

These Bylaws may be amended or repealed and new Bylaws may be adopted by the Board of Directors or the shareholders of the Corporation.

* * *

4

Exhibit C

Authorizing Resolutions

* * *

WHEREAS, each of the Companies is a guarantor under an Indenture, dated February 10, 2005 (the “Indenture”) with U.S. Bank Trust National Association as trustee, pursuant to which AMR HoldCo, Inc. and EmCare HoldCo, Inc. (collectively, the “Borrowers”), jointly and severally, issued 10% Senior Subordinated Notes due 2015 (the “Notes”);

WHEREAS, the director of each Company has determined that it is in the best interests of such Company to redeem all of the Notes, as permitted by Section 3.07(b) of the Indenture, and to satisfy all the conditions to satisfaction and discharge of the Indenture pursuant to Section 8.01 thereof;

WHEREAS, the Borrowers have elected to make an optional redemption of all of the Notes as permitted by Section 3.07(b) of the Indenture (the “Redemption”); and

WHEREAS, the Borrowers have elected to refinance all existing indebtedness and other obligations arising under or pursuant to the Existing Credit Agreement and related instruments, agreements and other documents (the “Refinancing”);

NOW, THEREFORE, IT IS:

Redemption of Senior Subordinated Notes

RESOLVED, that each of the Companies is hereby authorized to effect the Redemption;

Refinancing of Senior Credit Facilities

RESOLVED, that each of the Companies is hereby authorized to effect the Refinancing;

RESOLVED, that each of the Companies is hereby authorized to execute, deliver and perform its obligations under the Subsidiary Guaranty Agreement, dated April 8, 2010 (the “Guaranty Agreement”), by and among the subsidiaries of the Borrowers party thereto and Bank of America, N.A. as collateral agent (in such capacity, the “Collateral Agent”) substantially in the form of, and on the terms and conditions contained in, the draft agreement presented to the board of directors of each of the Companies for review, with such changes therein, and additions thereto as the officer of each of the Companies executing the Guaranty Agreement may approve, his or her execution thereof to be

conclusive evidence of the approval thereof by the respective Company on behalf of which the officer has executed the Guaranty Agreement;

RESOLVED, that each of the Companies is hereby authorized (i) to execute, deliver and perform its obligations under the Security Agreement, dated April 8, 2010 (the “Security Agreement”), by and among the Borrowers, Emergency Medical Services L.P., the subsidiaries of the Borrowers party thereto and the Collateral Agent substantially in the form of, and on the terms and conditions contained in, the draft agreement presented to the board of directors of each of the Companies for review, with such changes therein and additions thereto as the officer of each of the Companies executing the Security Agreement may approve, his or her execution thereof to be conclusive evidence of the approval thereof by the respective Company on behalf of which the officer has executed the Security Agreement, and (ii) to grant liens on the property as set forth in the Security Agreement and to take such further action to maintain and perfect such liens as otherwise necessary to effect the purposes of the Security Agreement, including, without limitation, to pledge and deliver stock certificates and promissory notes and to execute and deliver any and all certificates, control agreements, collateral assignments of intellectual property, financing statements, including, without limitation Form UCC-1 financing statements and Form UCC-3 financing statements, and to file in any relevant jurisdiction with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created under the Security Agreement on such certificate of title, and any other documents in connection therewith;

General

RESOLVED, that all actions previously, concurrently, or subsequently taken by each and every officer of the Company with respect to the Guaranty Agreement and the Security Agreement (collectively, the “Agreements”) whether described herein or not, and the transactions called for thereunder, including, but not limited to, the execution and delivery of all other instruments, agreements, certificates and documents (including, without limitation, any escrow or similar agreements, loan agreements, guarantees, indemnities, releases, security agreements or documents, pledge agreements, notes or mortgages) as may be required by the other parties to such Agreements to further evidence or to carry out the parties’ intent under the Agreements (including without limitation consummation of the Redemption and the Refinancing) are hereby authorized, adopted, approved, ratified, and confirmed; and

RESOLVED, that each officer of each of the Companies is hereby authorized to execute and deliver the Agreements and such other agreements, certificates, instruments or documents (including, without limitation, any escrow or similar agreements, loan agreements, guarantees, indemnities, releases, security agreements or documents, pledge agreements, notes or mortgages), and from time to time to amend the Agreements, and to take such other actions, in the name of and on behalf of the Company, as such officer

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may consider necessary or appropriate to carry out the intent of the foregoing resolutions (including without limitation consummation of the Redemption and the Refinancing), the execution and delivery thereof to be conclusive evidence of the approval thereof by the respective Company on behalf of which the officer has executed and delivered the Agreements and/or any other agreements, certificates, instruments or documents, amended the Agreements and/or taken such other actions, in the name of and on behalf of the respective Company, as such officer may consider necessary or appropriate to carry out the intent of the foregoing resolutions.

* * *

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EX-3.35

Exhibit 3.35

CERTIFICATE OF INCORPORATION

OF

AMR ACQUISITION, INC.

1. The name of this corporation is AMR Acquisition, Inc.

2. The registered office of this corporation in the State of Delaware is located at 1013 Centre Road, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is Corporation Service Company.

3. The purpose of this corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

4. The total number of shares of stock that this corporation shall have authority to issue is 3,000 shares of Common Stock, $.01 par value par share. Each share of Common Stock shall be entitled to one vote.

5. The name and mailing address of the incorporator is: William George, One International Place, Boston, MA 02110.

6. Except as provided to the contrary in the provisions establishing a class or series of stock, the amount of the authorized stock of this corporation of any class or classes may be increased or decreased by the affirmative vote of the holders of a majority of the stock of this corporation entitled to vote.

7. The election of directors need not be by ballot unless the by-laws shall so require.

8. In furtherance and not in limitation of the power conferred upon the board of directors by law, the board of directors shall have power to make, adopt, altar, amend and repeal from time to time by-laws of this corporation, subject to the right of the stockholders entitled to vote with respect thereto to alter and repeal by-laws made by the board of directors.

9. A director of this corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent that exculpation from liability is not permitted under the General Corporation Law of the State of Delaware as in effect at the time such liability is determined. No amendment or repeal of this paragraph 9 shall apply to or have any effect on the liability or alleged liability of any director of the corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

10. This corporation shall, to the maximum extent permitted from time to time under the law of the State of Delaware, indemnify and upon request shall advance expenses to any person who is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit, proceeding or claim, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was or has agreed to be a director or officer of this corporation or while a director or officer is or was serving at the request of this corporation as a director, officer, partner, trustee, employee or agent of any corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against expenses (including attorney’s fees and expenses), judgments, fines, penalties and amounts paid in settlement incurred in connection with the investigation, preparation to defend or defense of such action, suit, proceeding or claim provided, however; that the foregoing shall not require this corporation to indemnify or advance expenses to any person in connection with any action, suit,

proceeding, claim or counterclaim initiated by or on behalf of such person. Such indemnification shall not be exclusive of other indemnification rights arising under any by-law, agreement, vote of directors or stockholders or otherwise and shall inure to the benefit of the heirs and legal representatives of such person. Any person seeking indemnification under this paragraph 10 shall be deemed to have met the standard of conduct required for such indemnification unless the contrary shall be established. Any repeal or modification of the foregoing provisions of this paragraph 10 shall not adversely affect any right or protection of a director or officer of this corporation with respect to any acts or omissions of such director or officer occurring prior to such repeal or modification.

11. The books of this corporation may (subject to any statutory requirements) be kept outside the State of Delaware as may be designated by the board of directors or in the by-laws of this corporation.

12. If at any time this corporation shall have a class of stock registered pursuant to the provisions of the Securities Exchange Act of 1934, for so long as such class is so registered, any action by the stockholders of such class must be taken at an annual or special meeting of stockholders and may not be taken by written consent.

THE UNDERSIGNED, the sole incorporator named above, hereby certifies that the facts stated above are true as of this 19th day of November, 1992.

/s/ William George

William George, Incorporator

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CERTIFICATE OF MERGER

OF

LMJRW, INC.

INTO

AMR ACQUISITION, INC.

The undersigned corporation DOES HEREBY CERTIFY:

FIRST: That the name and state or incorporation of each of the constituent corporations of the merger is as follows:

NAME	STATE OF INCORPORATION
AMR Acquisition, Inc.	Delaware
LMJRW, Inc.	Colorado

SECOND: That an agreement of merger between the parties to the merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the requirements of subsection (c) of section 252 of the General Corporation Law of the State of Delaware.

THIRD: That the name of the surviving corporation of the merger is AMR Acquisition, INC., a Delaware corporation.

FOURTH: That the Certificate of Incorporation of AMR Acquisition, Inc., a Delaware corporation, shall be the certificate of incorporation of the surviving corporation.

FIFTH: That the executed agreement of merger is on file at the principal place of business of the surviving corporation. The address of said principal place of business is 3800 Pearl Street, Boulder, Colorado 80301.

SIXTH: That a copy of the agreement of merger will be furnished on request and without cost to any stockholder of any constituent corporation.

SEVENTH: That the authorized capital stock of LMJRW, Inc. is as follows:

Class	Number of Shares	Par Value per share
Common	30,000	No Par

AMR ACQUISITION, INC.

By: /s/Dominic Puopolo

President

ATTEST:

By:	/s/ Ronald Levenson
	Assistant Secretary

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CERTIFICATE OF MERGER

OF

BCJRW, INC.

INTO

AMR ACQUISITION, INC.

The undersigned corporation DOES HEREBY CERTIFY:

FIRST: That the name and state of incorporation of each of the constituent corporations of the merger is as follows:

NAME	STATE OF INCORPORATION
AMR Acquisition, Inc.	Delaware
LMJRW, Inc.	Colorado

SECOND: That an agreement of merger between the parties to the merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the requirements of subsection (o) of section 252 of the General Corporation Law of the State of Delaware.

THIRD: That the name of the surviving corporation of the merger is AMR Acquisition, Inc., a Delaware corporation.

FOURTH: That the Certificate of Incorporation of AMR Acquisition, Inc., a Delaware corporation, shall be the certificate of incorporation of the surviving corporation.

FIFTH: That the executed agreement of merger is on file at the principal place of business of the surviving corporation. The address of said principal place of business is 3800 Pearl Street, Boulder, Colorado 80301.

SIXTH: That a copy of the agreement of merger will be furnished on request and without cost to any stockholder of any constituent corporation.

SEVENTH: That the authorized capital stock of BCJRW, Inc. is as follows:

Class	Number of Shares	Par Value per share
Common	50,000	No Par

AMR ACQUISITION, INC.

By  /s/Dominic Puopolo

President

ATTEST:

By:
	/s/ Ronald Levenson
	Assistant Secretary

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CERTIFICATE OF MERGER

OF

CSJRW, INC.

INTO

AMR ACQUISITION, INC.

The undersigned corporation DOES HEREBY CERTIFY:

FIRST: That the name and state of incorporation of each of the constituent corporations of the merger is as follows:

NAME	STATE OF INCORPORATION
AMR Acquisition, Inc.	Delaware
LMJRW, Inc.	Colorado

SECOND: That an agreement of merger between the parties to the merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the requirements of subsection (c) of section 252 of the General Corporation Law of the State of Delaware.

THIRD: That the name of the surviving corporation of the merger is AMR Acquisition, Inc., a Delaware corporation.

FOURTH: That the Certificate of Incorporation of AMR Acquisition, Inc., a Delaware corporation, shall be the certificate of incorporation of the surviving corporation.

FIFTH: That the executed agreement of merger is on file at the principal place of business of the surviving corporation. The address of said principal place of business is 3800 Pearl Street, Boulder, Colorado 80301.

SIXTH: That a copy of the agreement of merger will be furnished on request and without cost to any stockholder of any constituent corporation.

SEVENTH: That the authorized capital stock of CSJRW, Inc. is as follows:

Class	Number of Shares	Par Value per share
Common	500,000	No Par

AMR ACQUISITION, INC.

By /s/ Dominic Puopolo

President

ATTEST:

By:
	/s/ Ronald Levenson
	Assistant Secretary

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CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

AMR ACQUISITION, INC.

AMR Acquisition, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of said corporation has adopted by written consent the following resolution:

RESOLVED: That it is advisable and in the best interest of this Corporation that Article 1 of the Certificate of Incorporation of this Corporation be amended to read in its entirety as follows:

1. The name of this corporation is A-l Ambulance Companies, Inc.

SECOND: That the said amendment has been consented to and authorized by the holder of a majority of the issued and outstanding stock entitled to vote by written consent given in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Section 242 and 228 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said corporation has caused this Certificate to be signed by Dominic J. Puopolo, its President, and attested by Ronald M. Levenson, its Assistant Secretary, this 10th day of May A.D. 1993.

/s/ Dominic Puopolo

President

Attested by:	/s/ Ronald M. Levenson
	Assistant Secretary

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CERTIFICATE OF MERGER

OF

AMERICAN MEDICAL RESPONSE OF COLORADO, INC.,

WITH AND INTO

A-1 AMBULANCE COMPANIES, INC.,

The undersigned corporations do hereby certify:

FIRST: That the name and state of incorporation of each of the constituent corporations of the merger are as follows:

NAME	STATE OF INCORPORATION
American Medical Response of Colorado, Inc.	Delaware
A-1 Ambulance Companies, Inc.	Colorado

SECOND: That an Agreement and Plan of Merger between the parties to the merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the requirements of Section 252 of the General Corporation Law of the State of Delaware.

THIRD: That the name of the surviving corporation of the merger is A-1 Ambulance Companies, Inc., a Delaware corporation, which shall herewith be changed to American Medical Response of Colorado, Inc., a Delaware corporation.

FOURTH: That the Certificate of Incorporation of A-1 Ambulance Companies, Inc., which is surviving the Merger, shall be the Certificate of Incorporation of the surviving corporation, except that Article 1 of the Certificate of Incorporation shall be amended to read as follows:

The name of the Corporation is American Medical Response of Colorado, Inc.

FIFTH: That the executed Agreement and Plan of Merger is on file at the principal place of business of the surviving corporation, the address of which is 2000 S. Colorado Blvd., #9000, Denver, CO 80222.

SIXTH: That a copy of the Agreement and Plan of Merger will be furnished on request and without cost, to any stockholder of any constituent corporation.

SEVENTH: That this merger shall be effective on January 1, 1994, pursuant to Section 103 of the General Corporation Law of the State of Delaware.

Dated this 23rd day of December, 1993.

AMERICAN MEDICAL RESPONSE OF COLORADO, INC.		A-1 AMBULANCE COMPANIES, INC.
By :	/s/ X	By :	/s/ X
Its: President		Its: President
ATTEST:		ATTEST:
By :	/s/ X	By :	/s/ X
Its: Secretary		Its: Secretary

CERTIFICATE OF CHANGE OF REGISTERED AGENT

AND

REGISTERED OFFICE

* * * * * *

American Medical Response of Colorado, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

The present registered agent of the corporation is Corporation Service Company and the present registered office of the corporation is in the county of New Castle.

The Board of Directors of American Medical Response of Colorado, Inc., adopted the following resolution on the 1st day of September, 1996.

Resolved, that the registered office of American Medical Response of Colorado, Inc., in the state of Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, and the authorization of the present registered agent of this corporation be and the same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby constituted and appointed the registered agent of this corporation at the address of its registered office.

IN WITNESS WHEREOF, American Medical Response of Colorado, Inc., has caused this statement to be signed by William George, its Vice President this 1st day of September, 1996.

By /s/ William George

William George

Vice President

8

CERTIFICATE OF MERGER

Of

AMRSC, INC.

into

AMERICAN MEDICAL RESPONSE OF COLORADO, INC.

UNDER SECTION 251 of THE GENERAL CORPORATION LAW

OF THE STATE OP DELAWARE

Pursuant to Section 251 of the General Corporation Law of the State of Delaware, American Medical Response of Colorado, Inc., a Delaware corporation (the “Company”), hereby certifies to the following information relating to the transaction whereby AMRSC, Inc., a Delaware corporation (the “Acquisition Company”), will merge with and into the Company (the “Merger”).

1. The names and states of incorporation of the Company and the Acquisition Company, which are the constituent corporations in the Merger (the “Constituent Corporations”), are:

NAME	STATE
American Medical Response of Colorado, Inc.	Delaware
A-1 Ambulance Companies, Inc.	Colorado

2. An agreement of merger dated as of December 30, 1996 between the Company and the Acquisition Company (the “Merger Agreement”), setting forth the terms and conditions of the Merger, has been approved, adopted, certified, executed and acknowledged by each of the Constituent Corporations in accordance with the provisions of Section 251 of the General Corporation Law of the State of Delaware.

3. The name of the Surviving Corporation is: “American Medical Response of Colorado, Inc.”

4. The Certificate of Incorporation, as amended, of the Company, as the surviving corporation, shall be the Certificate of Incorporation of the Surviving Corporation.

5. An executed Merger Agreement is on file at the principal place of business of the Surviving Corporation, which is located at 2821 South Parker Road, 10th Floor, Aurora, Colorado 80014.

6. A copy of the Merger Agreement will be furnished by the Surviving Corporation, on request and without cost, to any stockholder of either of the Constituent Corporations.

IN WITNESS WHEREOF, this Certificate of Merger has been executed as of this 30th day of December, 1996.

AMERICAN MEDICAL RESPONSE OF
COLORADO, INC.
	By /s/ William George
Name: William George
Title: Vice President

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Attest:

By: /s/ William George

Name: William George

Title: Assistant Secretary

10

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

AND OF REGISTERED AGENT

OF

AMERICAN MEDICAL RESPONSE OF COLORADO, INC.

It is hereby certified that:

1.             The name of the corporation (hereinafter called the “corporation”) is:

AMERICAN MEDICAL RESPONSE OF COLORADO, INC.

2.             The registered office of the corporation within the State of Delaware is hereby changed to 2711 Centerville Road, Suite 400, City of Wilmington 19808, County of New Castle.

3.             The registered agent of the corporation within the State of Delaware is hereby changed to Corporation Service Company, the business office of which is identical with the registered office of the corporation as hereby changed.

4.             The corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on March 8, 2006

/s/ Todd Zimmerman
Name:	Todd Zimmerman
Title:	Ex. Vice President

EX-3.36

Exhibit 3.36

BY-LAWS

OF

THE SUBSIDIARIES OF

AMERICAN MEDICAL RESPONSE, INC.

Section 1. LAW, CERTIFICATE OF INCORPORATION

AND BY-LAWS

1.1. These by-laws are subject to the certificate of incorporation of the corporation. In these by-laws, references to law, the certificate of incorporation and by-laws mean the law, the provisions of the certificate of incorporation and the by-laws as from time to time in effect.

Section 2. STOCKHOLDERS

2.1. Annual Meeting. The annual meeting of stockholders shall be held at 10:00 am on the second Tuesday in May in each year, unless that day be a legal holiday at the place where the meeting is to be held, in which case the meeting shall be held at the same hour on the next succeeding day not a legal holiday, or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect a board of directors and transact such other business as may be required by law or these by-laws or as may properly come before the meeting.

2.2. Special Meetings. A special meeting of the stockholders may be called at any time by the chairman of the board, if any, the president or the board of directors. A special meeting of the stockholders shall be called by the secretary, or in the case of the death, absence, incapacity or refusal of the secretary, by an assistant secretary or some other officer, upon application of a majority of the directors. Any such application shall state the purpose or purposes of the proposed meeting. Any such call shall state the place, date, hour, and purposes of the meeting.

2.3. Place of Meeting. All meetings of the stockholders for the election of directors or for any other purpose shall be held at such place within or without the state of incorporation as may be determined from time to time by the chairman of the board, if any, the president or the board of directors. Any adjourned session of any meeting of the stockholders shall be held at the place designated in the vote of adjournment.

2.4. Notice of Meetings. Except as otherwise provided by law, a written notice of each meeting of stockholders stating the place, day and hour thereof and, in the case of a special meeting, the purposes for which the meeting is called, shall be given not less then ten nor more than sixty days before the meeting, to each stockholder entitled to vote thereat, and to each stockholder who, by law, by the certificate of incorporation or by these by-laws, is entitled to notice, by leaving such notice with him or at his residence or usual place of business, or by depositing it in the United States mail, postage prepaid, and addressed to such stockholder at his address as it appears in the records of the corporation. Such notice shall be given by the secretary, or by an officer or person designated by the board of directors, or in the case of a special meeting by the officer calling the meeting. As to any adjourned session of any meeting of stockholders, notice of the adjourned meeting need not be given if the time and place thereof are announced at the meeting at which the adjournment was taken except that if the adjournment is for more than thirty days or if after the adjournment a new record date is set for the adjourned session, notice of any such adjourned session of the meeting shall be given in the manner heretofore described. No notice of any meeting of

stockholders or any adjourned session thereof need be given to a stockholder if a written waiver of notice, executed before or after the meeting or such adjourned session by such stockholder, is filed with the records of the meeting or if the stockholder attends such meeting without objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the stockholders or any adjourned session thereof need be specified in any written waiver of notice.

2.5. Quorum of Stockholders. At any meeting of the stockholders a quorum as to any matter shall consist of a majority of the votes entitled to be cast on the matter, except where a larger quorum is required by law, by the certificate of incorporation or by these by-laws. Any meeting may be adjourned from time to time by a majority of the votes properly cast upon the question, whether or not a quorum is present. If a quorum is present at an original meeting, a quorum need not be present at an adjourned session of that meeting. Shares of its own stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of any corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

2.6. Action by Vote. When a quorum is present at any meeting, a plurality of the votes properly cast for election to any office shall elect to such office and a majority of the votes properly cast upon any question other than an election to an office shall decide the question, except when a larger vote is required by law, by the certificate of incorporation or by these by-laws. No ballot shall be required for any election unless requested by a stockholder present or represented at the meeting and entitled to vote in the election.

2.7. Action without Meetings. Unless otherwise provided in the certificate of incorporation, any action required or permitted to be taken by stockholders for or in connection with any corporate action may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in the state of incorporation by hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. No written consent shall be effective to take the corporate action referred to therein unless written consents signed by a number of stockholders sufficient to take such action are delivered to the corporation in the manner specified in this paragraph within sixty days of the earliest dated consent so delivered.

If action is taken by consent of stockholders and in accordance with the foregoing, there shall be filed with the records of the meetings of stockholders the writing or writings comprising such consent.

If action is taken by less than unanimous consent of stockholders, prompt notice of the taking of such action without a meeting shall be given to those who have not consented in writing and a certificate signed and attested to by the secretary that such notice was given shall be filed with the records of the meetings of stockholders.

In the event that the action which is consented to is such as would have required the filing of a certificate under any provision of the General Corporation Law of the State of Delaware, if such action had been voted upon by the stockholders at a meeting thereof, the certificate filed under such provision shall state, in lieu of any statement required by such provision concerning a vote of stockholders, that written consent has been given under Section 228 of said General Corporation Law and that written notice has been given as provided in such Section 228.

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2.8. Proxy Representation. Every stockholder may authorize another person or persons to act for him by proxy in all matters in which a stockholder is entitled to participate, whether by waiving notice of any meeting, objecting to or voting or participating at a meeting, or expressing consent or dissent without a meeting. Every proxy must be signed by the stockholder or by his attorney-in-fact. No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally. The authorization of a proxy may but need not be limited to specified action, provided, however, that if a proxy limits its authorization to a meeting or meetings of stockholders, unless otherwise specifically provided such proxy shall entitle the holder thereof to vote at any adjourned session but shall not be valid after the final adjournment thereof.

2.9. Inspectors. The directors or the person presiding at the meeting may, and shall if required by applicable law, appoint one or more inspectors of election and any substitute inspectors to act at the meeting or any adjournment thereof. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspectors shall make a report in writing of any challenge, question or matter determined by them and execute a certificate of any fact found by them.

2.10. List of Stockholders. The secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in his name. The stock ledger shall be the only evidence as to who are stockholders entitled to examine such list or to vote in person or by proxy at such meeting.

Section 3. BOARD OF DIRECTORS

3.1. Number. The corporation shall have one or more directors, the number shall be consistent with applicable law and shall be determined from time to time by vote of a majority of the directors then in office. No director need be a stockholder.

3.2. Tenure. Each director shall hold office until the next annual meeting and until his successor is elected and qualified, or until he sooner dies, resigns, is removed or becomes disqualified.

3.3. Powers. The business and affairs of the corporation shall be managed by or under the direction of the board of directors who shall have and may exercise all the powers of the corporation and do all such lawful acts and things as are not by law, the certificate of incorporation or these by-laws directed or required to be exercised or done by the stockholders.

3.4. Vacancies. Vacancies and any newly created directorships resulting from any increase in the number of directors may be filled by vote of the holders of the particular class or series of stock entitled to elect such director at a meeting called for the purpose, or by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, in each case elected by the particular class or series of stock entitled to elect such directors. When one or more directors shall resign from the board, effective at a future date, a majority of the directors then in office, including those who have resigned, who

3

were elected by the particular class or series of stock entitled to elect such resigning director or directors shall have power to fill such vacancy or vacancies, the vote or action by writing thereon to take effect when such resignation or resignations shall become effective. The directors shall have and may exercise all their powers notwithstanding the existence of one or more vacancies in their number, subject to any requirements of law or of the certificate of incorporation or of these by-laws as to the number of directors required for a quorum or for any vote or other actions.

3.5. Committees. The board of directors may, by vote of a majority of the whole board, (a) designate, change the membership of or terminate the existence of any committee or committees, each committee to consist of one or more of the directors; (b) designate one or more directors as alternate members of any such committee who may replace any absent or disqualified member at any meeting of the committee; and (c) determine the extent to which each such committee shall have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation, including the power to authorize the seal of the corporation to be affixed to all papers which require it and the power and authority to declare dividends or to authorize the issuance of stock; excepting, however, such powers which by law, by the certificate of incorporation or by these by-laws they are prohibited from so delegating. In the absence or disqualification of any member of such committee and his alternate, if any, the member or members thereof present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Except as the board of directors may otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by the board or such rules, its business shall be conducted as nearly as may be in the same manner as is provided by these by-laws for the conduct of business by the board of directors. Each committee shall keep regular minutes of its meetings and report the same to the board of directors upon request.

3.6. Regular Meetings. Regular meetings of the board of directors may be held without call or notice at such places within or without the State of Delaware and at such times as the board may from time to time determine, provided that notice of the first regular meeting following any such determination shall be given to absent directors. A regular meeting of the directors may be held without call or notice immediately after and at the same place as the annual meeting of stockholders.

3.7. Special Meetings. Special meetings of the board of directors may be held at any time and at any place within or without the state of incorporation designated in the notice of the meeting, when called by the chairman of the board, if any, the president, or by one-third or more in number of the directors, reasonable notice thereof being given to each director by the secretary or by the chairman of the board, if any, the president or any one of the directors calling the meeting.

3.8. Notice. It shall be reasonable and sufficient notice to a director to send notice by mail or overnight courier at least forty-eight hours or by telegram at least twenty-four hours before the meeting addressed to him at his usual or last known business or residence address or to give notice to him in person or by telephone at least twenty-four hours before the meeting. Notice of a meeting need not be given to any director if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. Neither notice of a meeting nor a waiver of a notice need specify the purposes of the meeting.

3.9. Quorum. Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, at any meeting of the directors a majority of the directors then in office shall constitute a quorum; a quorum shall not in any case be less than one-third of the total number of directors constituting the whole board. Any meeting may be adjourned from time to time by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

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3.10. Action by Vote. Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, when a quorum is present at any meeting the vote of a majority of the directors present shall be the act of the board of directors.

3.11. Action Without a Meeting. Any action required or permitted to be taken at any meeting of the board of directors or a committee thereof may be taken without a meeting if all the members of the board or of such committee, as the case may be, consent thereto in writing, and such writing or writings are filed with the records of the meetings of the board or of such committee. Such consent shall be treated for all purposes as the act of the board or of such committee, as the case may be.

3.12. Participation in Meetings by Conference Telephone. Members of the board of directors, or any committee designated by such board, may participate in a meeting of such board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other or by any other means permitted by law. Such participation shall constitute presence in person at such meeting.

3.13. Compensation. In the discretion of the board of directors, each director may be paid such fees for his services as director and be reimbursed for his reasonable expenses incurred in the performance of his duties as director as the board of directors from time to time may determine. Nothing contained in this section shall be construed to preclude any director from serving the corporation in any other capacity and receiving reasonable compensation therefor.

3.14. Interested Directors and Officers.

(a) No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of the corporation’s directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if:

(1) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or

(2) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or

(3) The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the board of directors, a committee thereof, or the stockholders.

(b) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes the contract or transaction.

Section 4. OFFICERS AND AGENTS

4.1. Enumeration; Qualification. The officers of the corporation shall be a president, a treasurer, a secretary and such other officers, if any, as the board of directors from time to time may in its discretion elect or appoint including without limitation a chairman of the board, one or more vice presidents and a

5

controller. The corporation may also have such agents, if any, as the board of directors from time to time may in its discretion choose. Any officer may be but none need be a director or stockholder. Any two or more offices may be held by the same person. Any officer may be required by the board of directors to secure the faithful performance of his duties to the corporation by giving bond in such amount and with sureties or otherwise as the board of directors may determine.

4.2. Powers. Subject to law, to the certificate of incorporation and to the other provisions of these by-laws, each officer shall have, in addition to the duties and powers herein set forth, such duties and powers as are commonly incident to his office and such additional duties and powers as the board of directors may from time to time designate.

4.3. Election. The officers may be elected by the board of directors at their first meeting following the annual meeting of the stockholders or at any other time. At any time or from time to time the directors may delegate to any officer their power to elect or appoint any other officer or any agents.

4.4. Tenure. Each officer shall hold office until his respective successor is chosen and qualified unless a shorter period shall have been specified by the terms of his election or appointment, or in each case until he sooner dies, resigns, is removed or becomes disqualified. Each agent shall retain his authority at the pleasure of the directors, or the officer by whom he was appointed or by the officer who then holds agent appointive power.

4.5. Chairman of the Board of Directors, President and Vice President. The chairman of the board, if any, shall have such duties and powers as shall be designated from time to time by the board of directors. Unless the board of directors otherwise specifies, the chairman of the board, or if there is none the chief executive officer, shall preside, or designate the person who shall preside, at all meetings of the stockholders and of the board of directors.

Unless the board of directors otherwise specifies, the president shall be the chief executive officer and shall have direct charge of all business operations of the corporation and, subject to the control of the directors, shall have general charge and supervision of the business of the corporation.

Any vice presidents shall have such duties and powers as shall be set forth in these by-laws or as shall be designated from time to time by the board of directors or by the president.

4.6. Treasurer and Assistant Treasurers. Unless the board of directors otherwise specifies, the treasurer shall be in charge of the corporation’s funds and valuable papers, and shall have such other duties and powers as may be designated from time to time by the board of directors or by the president. If no controller is elected, the treasurer shall, unless the board of directors otherwise specifies, also have the duties and powers of the controller. Any assistant treasurers shall have such duties and powers as shall be designated from time to time by the board of directors, the president or the treasurer.

4.7. Controller and Assistant Controllers. If a controller is elected, he shall, unless the board of directors otherwise specifies, be in charge of its books of account and accounting records, and of its accounting procedures. He shall have such other duties and powers as may be designated from time to time by the board of directors, the president or the treasurer. Any assistant controller shall have such duties and powers as shall be designated from time to time by the board of directors, the president, the treasurer or the controller.

4.8. Secretary and Assistant Secretaries. The secretary shall record all roceedings of the stockholders, of the board of directors and of committees of the board of directors in a book or series of books to be kept therefor and shall file therein all actions by written consent of stockholders or directors. In the absence of the secretary from any meeting, an assistant secretary, or if there be none or he is absent, a temporary

6

secretary chosen at the meeting, shall record the proceedings thereof. Unless a transfer agent has been appointed the secretary shall keep or cause to be kept the stock and transfer records of the corporation, which shall contain the names and record addresses of all stockholders and the number of shares registered in the name of each stockholder. He shall have such other duties and powers as may from time to time be designated by the board of directors or the president. Any assistant secretaries shall have such duties and powers as shall be designated from time to time by the board of directors, the president or the secretary.

Section 5. RESIGNATIONS AND REMOVALS

5.1. Any director or officer may resign at any time by delivering his resignation in writing to the chairman of the board, if any, the president, or the secretary or to a meeting of the board of directors. Such resignation shall be effective upon receipt unless specified to be effective at some other time, and without in either case the necessity of its being accepted unless the resignation shall so state. A director (including persons elected by stockholders or directors to fill vacancies in the board) may be removed from office with or without cause by the vote of the holders of a majority of the issued and outstanding shares of the particular class or series entitled to vote in the election of such director. The board of directors may at any time remove any officer either with or without cause. The board of directors may at any time terminate or modify the authority of any agent.

Section 6. VACANCIES

6.1. If the office of the president or the treasurer or the secretary becomes vacant, the directors may elect a successor by vote of a majority of the directors then in office. If the office of any other officer becomes vacant, any person or body empowered to elect or appoint that officer may choose a successor. Each such successor shall hold office for the unexpired term, and in the case of the president, the treasurer and the secretary until his successor is chosen and qualified or in each case until he sooner dies, resigns, is removed or becomes disqualified. Any vacancy of a directorship shall be filled as specified in Section 3.4 of these by-laws.

Section 7. CAPITAL STOCK

7.1. Stock Certificates. Each stockholder shall be entitled to a certificate stating the number and the class and the designation of the series, if any, of the shares held by him, in such form as shall, in conformity to law, the certificate of incorporation and the by-laws, be prescribed from time to time by the board of directors. Such certificate shall be signed by the chairman or vice chairman of the board, or the president or a vice president and by the treasurer or an assistant treasurer or by the secretary or an assistant secretary. Any of or all the signatures on the certificate may be a facsimile. In case an officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the time of its issue.

7.2. Loss of Certificates. In the case of the alleged theft, loss, destruction or mutilation of a certificate of stock, a duplicate certificate may be issued in place thereof, upon such terms, including receipt of a bond sufficient to indemnify the corporation against any claim on account thereof, as the board of directors may prescribe.

Section 8. TRANSFER OF SHARES OF STOCK

8.1. Transfer on Books. Subject to the restrictions, if any, stated or noted on the stock certificate, shares of stock may be transferred on the books of the corporation by the surrender to the corporation or its transfer agent of the certificate therefor properly endorsed or accompanied by a written assignment and

7

power of attorney properly executed, with necessary transfer stamps affixed, and with such proof of the authenticity of signature as the board of directors or the transfer agent of the corporation may reasonably require. Except as may be otherwise required by law, by the certificate of incorporation or by these by-laws, the corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to receive notice and to vote or to give any consent with respect thereto and to be held liable for such calls and assessments, if any, as may lawfully be made thereon, regardless of any transfer, pledge or other disposition of such stock until the shares have been properly transferred on the books of the corporation.

It shall be the duty of each stockholder to notify the corporation of his post office address.

8.2. Record Date. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no such record date is fixed by the board of directors, the record date for determining the stockholders entitled to notice of or to vote at a meeting of Stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no such record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the state of incorporation hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. If no record date has been fixed by the board of directors and prior action by the board of directors is required by applicable law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such payment, exercise or other action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

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Section 9. CORPORATE SEAL

9.1. Subject to alteration by the directors, the seal of the corporation shall consist of a flat-faced circular die with the word “Delaware” and the name of the corporation cut or engraved thereon, together with such other words, dates or images as may be approved from time to time by the directors.

Section 10. EXECUTION OF PAPERS

10.1. Except as the board of directors may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts or other obligations made, accepted or endorsed by the corporation shall be signed by the chairman of the board, if any, the president, a vice president or the treasurer.

Section 11. FISCAL YEAR

11.1. The fiscal year of the corporation shall end on the 31st of December.

Section 12. AMENDMENTS

12.1. These by-laws may be adopted, amended or repealed by vote of a majority of the directors then in office or by vote of a majority of the stock outstanding and entitled to vote. Any by-law, whether adopted, amended or repealed by the stockholders or directors, may be amended or reinstated by the stockholders or the directors.

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EX-3.37

Exhibit 3.37

CHANGE OF ADDRESS FOR DOMESTIC & FOREIGN

STOCK & NON-STOCK CORP, LLC, LP, LLP & STATUTORY TRUST

Office of the Secretary of the State

30 Trinity Street / P.O. Box 150470 / Hartford, CT 06115-0470 / Rev. 12/1999

1.COMPLETE BUSINESS NAME AS IT APPEARS IN THE RECORDS OF THE SECRETARY OF THE STATE OFFICE:

American Medical Response of Connecticut, Incorporated

2.PRINCIPAL OFFICE ADDRESS OF BUSINESS: (P.O. box is unacceptable - complete address required)

2821 S. Parker Road

10th Floor

Aurora, Colorado 80014

3.MAILING ADDRESS OF BUSINESS: (P.O. box is acceptable - complete address required)

2821 S. Parker Road

10th Floor

Aurora, Colorado 80014

4. EXECUTION:

Date this 26th day of October, 2001.

Lori A.E. Evans	Vice President/Asst. Secretary	/s/ Lori Evans
Print or type name of signatory	Capacity of signatory	Signature

CHANGE OF REGISTERED AGENT

DOMESTIC STOCK OR NON-STOCK CORPORATIONS

Office of the Secretary of the State

30 Trinity Street / P.O. Box 15047 / Hartford, CT 06115-0470 / Rev. 12/1999

Please see reverse for instruction

1.NAME OF CORPORATION

American Medical Response of Connecticut, Incorporated

2.APPOINTMENT OF NEW REGISTERED AGENT: (Please select only one A. or B.)

Print or type name of new agent:		Business Address:
		(P.O. Box is unacceptable)
A.	Individual’s Name
		Residence address:
		(P.O. Box is unacceptable)
B.	Business Entry: Address:	(P.O. Box is unacceptable)
	CT Corporation System	One Commercial Plaza, Hartford,
		Connecticut
		06103

Acceptance of appointment

CT Corporation System

By:	/s/ x	Gary Scappini
Signature of agent		Special Asst. Sec.

4. EXECUTION:

Date this 4th day of January, 2001.

Gino L. Porazzo	Vice President Asst. Secretary	/s/ Gino Porazzo
Print or type name of signatory	Capacity of signatory	Signature

CERTIFICATE OF MERGER

OF

PROFESSIONAL WHEELCHAIR TRANSPORTATION, INC.

AND

AMERICAN MEDICAL RESPONSE OF CONNECTICUT, INCORPORATED

To the Secretary of the State

State of Connecticut

Pursuant to the provisions of the Connecticut Business Corporation Act, the domestic business corporations herein named do hereby adopt the following Certificate of Merger.

1. Annexed hereto and made a part hereof is the Plan of Merger for merging Wheelchair Transportation, Inc. (the “Merging Company”) with and into American Medical Response of Connecticut, Incorporated, as approved by resolution adopted by the Sole Director of the Merging Company on January 23, 1998, and by resolution adopted by the Sole Director of American Medical Response of Connecticut, Incorporated on January 23, 1998.

2. In respect of the Merging Company, the designation, the number of outstanding shares, and the number of votes entitled to be cast by the sole shareholder of each Merging Company on the Plan of Merger herein provided for, are as follows:

Laidlaw Medical Transportation, Inc., as the sole shareholder of the Merging Company, was entitled to vote all 150 issued and outstanding shares of common stock of the Merging Company on the Plan of Merger.

3. In respect of the Merging Company, the total number of undisputed votes cast for the Plan of Merger herein provided by the sole shareholder of the Merging Company is as follows:

Laidlaw Medical Transportation, Inc., as the sole shareholder of the Merging Company, voted all 150 issued and outstanding shares of common stock of the Merging Company in favor of the Plan of Merger.

4. The said number of votes cast for the Plan of Merger was sufficient for the approval thereof by each voting group.

5. In respect of American Medical Response of Connecticut, Incorporated, no shareholder vote was required, given that the Plan of Merger will not effect any change in or amendment to the certificate of incorporation of such corporation and given that Section 33-817(j) of the Connecticut Business Corporation Act provides that the shareholders of the surviving corporation in a merger need not vote on a merger if no such amendment is made.

6. Having been approved by the sole Director of American Medical Response of Connecticut, Incorporated, the surviving corporation, no further approval was necessary.

7. The effective time and date of the merger herein provided for shall be 10:00 a.m. on January 31, 1998.

Executed on January 23, 1998.
PROFESSIONAL WHEELCHAIR TRANSPORTATION, INC.
By:	/s/ Joshua Gaines
Joshua T. Gaines
Vice President
AMERICAN MEDICAL RESPONSE OF CONNECTICUT, INCORPORATED
By:	/s/ Joshua Gaines
Joshua T. Gaines
Vice President

PLAN OF MERGER adopted by Professional Wheelchair Transportation, Inc., a Connecticut business corporation, by resolution of the sole Director on January 23, 1998, and adopted on January 23, 1998 by American Medical Response of Connecticut, Incorporated, a business corporation organized under the laws of the State of Connecticut, by resolution of its sole Director on January 23, 1998. The names of the corporations planning to merge are Professional Wheelchair Transportation, Inc., a business corporation organized under the laws of the State of Connecticut (the “Merging Company”), and American Medical Response of Connecticut, Incorporated, a business corporation organized under the laws of the State of Connecticut. The name of the surviving corporation into which the Merging Company plans to merge is American Medical Response of Connecticut, Incorporated.

1. Merging Company and American Medical Response of Connecticut, Incorporated shall, pursuant to the provisions of the Connecticut Business Corporation Act, be merged with and into a single corporation, to wit, American Medical Response of Connecticut, Incorporated, which shall be the surviving corporation at the effective time and date of the merger and which is sometimes hereinafter referred to as the “surviving corporation”, and which shall continue to exist as said surviving corporation under its present name pursuant to the provisions of the Connecticut Business Corporation Act. The separate existence of the Merging Company, which is each sometimes hereinafter referred to as a “non-surviving corporation”, shall cease at the effective time and date of-the merger in accordance with the provisions of the Connecticut Business Corporation Act.

2. The Certificate of Incorporation of the surviving corporation at the effective time and date of the merger shall be the Certificate of Incorporation of said surviving corporation and said Certificate of Incorporation shall continue in full force and effect until amended and changed in the manner prescribed by the provisions of the Connecticut Business Corporation Act.

3. The present bylaws of the surviving corporation will be the bylaws of said surviving corporation and will continue in full force and effect until changed, altered, or amended as therein provided and in the manner prescribed by the provisions of the Connecticut Business Corporation Act.

4. The directors and officers in office of the surviving corporation at the effective time and date of the merger shall be the members of the first Board of Directors and the first officers of the surviving corporation, all of whom shall hold their respective offices until their successors are elected and qualified or until their tenure is otherwise terminated in accordance with the bylaws of the surviving corporation.

5. Each issued share of each non-surviving corporation immediately prior to the effective time and date of the merger shall, at the effective time and dateof the merger be canceled and no payment shall be made in respect thereof. The issued shares of the surviving corporation shall not be converted or exchanged in any manner, but each said share which is issued as of the effective date of the merger shall continue to represent one issued share of the surviving corporation.

6. The Plan of Merger herein made and approved shall be submitted to the shareholders of each non-surviving corporation for their approval or rejection in the manner prescribed by the provisions of the Connecticut Business Corporation Act.

7. In the event that the Plan of Merger shall have been approved by the shareholders entitled to vote of the non-surviving corporation in the manner prescribed by the provisions of the Connecticut Business Corporation Act, the non-surviving corporation and the surviving corporation hereby stipulate that they will cause to be executed and filed and/or recorded any document or documents prescribed by the laws of the State of Connecticut, and that they will cause to be performed all necessary acts therein and elsewhere to effectuate the merger.

8. The Board of Directors and the proper officers of each non-surviving corporation and the Board of Directors and the proper officers of the surviving corporation, respectively, are hereby authorized, empowered, and directed to do any and all acts and things, and to make, execute, deliver, file and/or record any and all instruments, papers, and documents which shall be or become necessary, proper, or convenient to carry out or put into effect any of the provisions of this Plan of Merger or of the merger herein provided for.

CERTIFICATE OF MERGER

OF

MEDTRANS - CONNECTICUT, INC.

AND

AMERICAN MEDICAL RESPONSE OF CONNECTICUT, INCORPORATED

To the Secretary of the State

State of Connecticut

Pursuant to the provisions of the Connecticut Business Corporation Act, the domestic business corporations herein named do hereby adopt the following Certificate of Merger.

1. Annexed hereto and made a part hereof is the Plan of Merger for merging Medtrans - Connecticut, Inc. (the “Merging Company”) with and into American Medical Response of Connecticut, Incorporated, as approved by resolution adopted by the Sole Director and Sole Shareholder of the Merging Company on November 25, 1997, and by resolution adopted by the Sole Director of American Medical Response of Connecticut, Incorporated on November 25, 1997.

2. In respect of the Merging Company, the designation, the number of outstanding shares, and the number of votes entitled to be cast by the sole shareholder of the Merging Company entitled to be cast on the Plan of Merger herein provided for, are as follows:

Laidlaw Medical Transportation, Inc., as the sole shareholder of Medtrans - Connecticut, Inc., was entitled to vote all 100 issued and outstanding shares of common stock of Medtrans - Connecticut, Inc. on the Plan of Merger.

3. In respect of the Merging Company, the total number of undisputed votes cast for the Plan of Merger herein provided by the sole shareholder of each Merging Company on the Plan of Merger is as follows:

Laidlaw Medical Transportation, Inc., as the sole shareholder of Medtrans - Connecticut, Inc., voted all 100 issued and outstanding shares of common stock of Medtrans - Connecticut, Inc. in favor of the Plan of Merger.

4. The said number of votes cast for the Plan of Merger was sufficient for the approval thereof by each voting group.

5. In respect of American Medical Response of Connecticut, Incorporated, no shareholder vote was required, given that the Plan of Merger will not effect any change in or amendment to the certificate of incorporation of such corporation and given that Section 33-817(j) of the Connecticut Business Corporation Act provides that the shareholders of the surviving corporation in a merger need not vote on a merger if no such amendment is made.

6. Having been approved by the sole Director of American Medical Response of Connecticut, Incorporated, the surviving corporation, no further approval was necessary.

7. The effective time and date of the merger herein provided for shall be upon filing.

Executed on November 25, 1997.
MEDTRANS - CONNECTICUT, INC.
By:	/s/ Joshua Gaines
Joshua T. Gaines
Vice President
AMERICAN MEDICAL RESPONSE OF CONNECTICUT,
INCORPORATED
By:	/s/ Joshua Gaines
Joshua T. Gaines
Vice President

PLAN OF MERGER adopted by Medtrans - Connecticut, Inc., a Connecticut business corporation, by resolution of the sole Director on November 25, 1997, and adopted by American Medical Response of Connecticut, Incorporated, a business corporation organized under the laws of the State of Connecticut, by resolution of its sole Director on November 25, 1997. The name of the corporation planning to merge is Medtrans - Connecticut, Inc., a Connecticut business corporation (the “Merging Company”), and American Medical Response of Connecticut, Incorporated, a business corporation organized under the laws of the State of Connecticut. The name of the surviving corporation into which the Merging Company plans to merge is American Medical Response of Connecticut, Incorporated.

1. Merging Company and American Medical Response of Connecticut, Incorporated shall, pursuant to the provisions of the Connecticut Business Corporation Act, be merged with and into a single corporation, to wit, American Medical Response of Connecticut, Incorporated, which shall be the surviving corporation at the effective time and date of the merger and which is sometimes hereinafter referred to as the “surviving corporation”, and which shall continue to exist as said surviving corporation under its present name pursuant to the provisions of the Connecticut Business Corporation Act. The separate existence of each of the Merging Company, which is each sometimes hereinafter referred to as a “non-surviving corporation”, shall cease at the effective time and date of-the merger in accordance with the provisions of the Connecticut Business Corporation Act.

2. The Certificate of Incorporation of the surviving corporation at the effective time and date of the merger shall be the Certificate of Incorporation of said surviving corporation and said Certificate of Incorporation shall continue in full force and effect until amended and changed in the manner prescribed by the provisions of the Connecticut Business Corporation Act.

3. The present bylaws of the surviving corporation will be the bylaws of said surviving corporation and will continue in full force and effect until changed, altered, or amended as therein provided and in the manner prescribed by the provisions of the Connecticut Business Corporation Act.

4. The directors and officers in office of the surviving corporation at the effective time and date of the merger shall be the members of the first Board of Directors and the first officers of the surviving corporation, all of whom shall hold their respective offices until their successors are elected and qualified or until their tenure is otherwise terminated in accordance with the bylaws of the surviving corporation.

5. Each issued share of each non-surviving corporation immediately prior to the effective time and date of the merger shall, at the effective time and date of the merger be canceled and no payment shall be made in respect thereof. The issued shares of the surviving corporation shall not be converted or exchanged in any manner, but each said share which is issued as of the effective date of the merger shall continue to represent one issued share of the surviving corporation.

6. The Plan of Merger herein made and approved shall be submitted to the shareholders of each non-surviving corporation for their approval or rejection in the manner prescribed by the provisions of the Connecticut Business Corporation Act.

7. In the event that the Plan of Merger shall have been approved by the shareholders entitled to vote of the non-surviving corporation in the manner prescribed by the provisions of the Connecticut Business Corporation Act, the non-surviving corporation and the surviving corporation hereby stipulate that they will cause to be executed and filed and/or recorded any document or documents prescribed by the laws of the State of Connecticut, and that they will cause to be performed all necessary acts therein and elsewhere to effectuate the merger.

8. The Board of Directors and the proper officers of the non-surviving corporation and the Board of Directors and the proper officers of the surviving corporation, respectively, and hereby authorized, empowered, and directed to do any and all acts and things, and to make, execute, deliver, file and/or record any and all instruments, papers, and documents which shall be or become necessary, proper, or convenient to carry out or put into effect any of the provisions of this Plan of Merger or of the merger herein provided for.

CERTIFICATE OF MERGER

OF

H&M, INC.

TRINITY AMBULANCE SERVICE, INC.

M.H.N. LEASING CO., INC.

PROFESSIONAL AMBULANCE SERVICE, INC.

L&M AMBULANCE CORPORATION

AND

AMERICAN MEDICAL RESPONSE OF CONNECTICUT, INCORPORATED

To the Secretary of the State

State of Connecticut

Pursuant to the provisions of the Connecticut Business Corporation Act, the domestic business corporations herein named do hereby adopt the following Certificate of Merger.

1. Annexed hereto and made a part hereof is the Plan of Merger for merging H&M, Inc., Trinity Ambulance Service, Inc, M.H.N. Leasing Co., Inc., Professional Ambulance Service, Inc., and L&M Ambulance Corporation (the “Merging Companies”) with and into American Medical Response of Connecticut, Incorporated, as approved by resolution adopted by the Sole Director of each of the Merging Companies on August 25, 1997, and by resolution ‘adopted by the Sole Director of American Medical Response of Connecticut, Incorporated on August 25, 1997.

2. In respect of the Merging Companies, the designation, the number of outstanding shares, and the number of votes entitled to be cast by the sole shareholder of each Merging Company entitled to be cast on the Plan of Merger herein provided for, are as follows:

a.Laidlaw Medical Transportation, Inc., as the sole shareholder of H&M, Inc., was entitled to vote all 1,000 issued and outstanding shares of common stock of H&M, Inc. on the Plan of Merger;

b.Laidlaw Medical Transportation, Inc., as the sole shareholder of Trinity Ambulance Service, inc., was entitled to vote all 70 issued and outstanding shares of common of Trinity Ambulance Service, Inc., on the Plan of Merger;

c.Laidlaw Medical Transportation, Inc., as the sole shareholder of M.H.N. Leasing Co., Inc., was entitled to vote all 90 issued and outstanding shares of common stock of M.H.N. Leasing Co., Inc. on the Plan of Merger;

d.H&M, Inc., as the sole shareholder of Professional Ambulance Service, Inc., was entitled to vote all 400 issued and outstanding shares of common stock of Professional Ambulance Service, Inc., on the Plan of Merger; and

e.H&M, Inc., as the sole shareholder of L&M Ambulance Corporation, was entitled to vote all 100 issued and outstanding shares of common stock of L&M Ambulance Corporation on the Plan of Merger.

3. In respect of the Merger Companies, the total number of undisputed votes cast for the Plan of Merger herein provided by the sole shareholder of each Merging Company on the Plan of Merger is as follows:

a.Laidlaw Medical Transportation, Inc., as the sole shareholder of H&M, Inc., voted all 1,000 issued and outstanding shares of common stock of H&M, Inc. in favor of the Plan of Merger;

b.Laidlaw Medical Transportation, Inc., as the sole shareholder of Trinity Ambulance Service, Inc., was entitled to vote all 70 issued and outstanding shares of common stock of Trinity Ambulance Service, Inc., in favor of the Plan of Merger;

c.Laidlaw Medical Transportation, Inc., as the sole shareholder of M.H.N. Leasing Co., Inc., voted all 90 issued and outstanding shares of common stock of M H N. Leasing Co., Inc. in favor of the Plan of Merger;

d.H&M, Inc., as the sole shareholder of Professional Ambulance Service, Inc., voted all 400 issued and outstanding shares of common stock of Professional Ambulance Service, Inc., in favor of the Plan of Merger; and

e.H&M, Inc., as the sole shareholder of L&M Ambulance Corporation, voted all 100 issued and outstanding shares of common stock of L&M Ambulance Corporation in favor of the Plan of Merger.

4. The said number of votes cast for the Plan of Merger was sufficient for the approval thereof by each voting group.

5. In respect of American Medical Response of Connecticut Incorporated, no shareholder vote was required, given that the Plan of Merger will not effect any change in or amendment to the certificate of incorporation of such corporation and given that Section 33-817(j) of the Connecticut Business Corporation Act provides that the shareholders of the surviving corporation in a merger need not vote on a merger if no such amendment is made.

6. Having been approved by the sole Director of American Medical Response of Connecticut, Incorporated, the surviving corporation, no further approval was necessary.

7. The effective time and date of the merger herein provided for shall be 10:00 a.m. on August 31, 1997.

Executed on August 26, 1997.
H&M INC.
By:	/s/
	Joshua T. Gaines
	Vice President
TRINITY AMBULANCE SERVICE, INC.

By:	/s/
	Joshua T. Gaines
	Vice President
M.H.N. LEASING CO., INC.
By:	/s/
	Joshua T. Gaines
	Vice President
PROFESSIONAL AMBULANCE SERVICE, INC.
By:	/s/
	Joshua T. Gaines
	Vice President
L&M AMBULANCE CORPORATION
By:	/s/
	Joshua T. Gaines
	Vice President
AMERICAN MEDICAL RESPONSE OF CONNECTICUT, INCORPORATED
By:	/s/
	Joshua T. Gaines
	Vice President

PLAN OF MERGER adopted by H&M, Inc., a Connecticut business corporation, Trinity Ambulance Service, Inc., a Connecticut business corporation, M.H.N. Leasing Co., Inc., a Connecticut business corporation, Professional Ambulance Service, Inc., a Connecticut business corporation and L&M Ambulance Corporation, a Connecticut business corporation, by resolution of the sole Director of each corporation on August 25, 1997, and adopted on August 25, 1997 by American Medical Response of Connecticut, a business corporation organized under the laws of the State of Connecticut, by resolution of its sole Director on August 25, 1997. The names of the corporation planning to merge are H&M, Inc., a Connecticut business corporation, Trinity Ambulance Service, Inc., a Connecticut business corporation, M.H.N. Leasing Co. Inc., a Connecticut business corporation, Professional Ambulance Service, Inc., a Connecticut business corporation and L&M Ambulance Corporation, a Connecticut business corporation (collectively the “Merging Companies”), and American Medical Response of Connecticut, Incorporated, a business corporation organized under the laws of the State of Connecticut. The name of the surviving corporation into which the Merging Companies plans to merge is American Medical Response of Connecticut, Incorporated

1. Merging Companies and American Medical Response of Connecticut, Incorporated shall, pursuant to the provisions of the Connecticut Business Corporation Act, be merged with and into a single corporation, to wit, American Medical Response of Connecticut, Incorporated, which shall be the surviving corporation at the effective time and date of the merger and which is sometimes hereinafter referred to as the “surviving corporation”, and which shall continue to exist as said surviving corporation under its present name pursuant to the provisions of the Connecticut Business Corporation Act. The separate existence of each of the Merging Companies, which is each sometimes hereinafter referred to as a “non-surviving corporation”, shall cease at the effective time and date of the merger in accordance with the provisions of the Connecticut Business Corporation Act.

2. The Certificate of Incorporation of the surviving corporation at the effective time and date of the merger shall be the Certificate of Incorporation of said surviving corporation and said Certificate of Incorporation shall continue in full force and effect until amended and changed in the manner prescribed by the provisions of the Connecticut Business Corporation Act.

3. The present bylaws of the surviving corporation will be the bylaws of said surviving corporation and will continue in full force and effect until changed, altered, or amended as therein provided and in the manner prescribed by the provisions of the Connecticut Business Corporation Act.

4. The directors and officers in office of the surviving corporation at the effective time and date of the merger shall be the members of the first Board of Directors and the first officers of the surviving corporation, all of whom shall hold their respective offices until their successors are elected and qualified or until their tenure is otherwise terminated in accordance with the bylaws of the surviving corporation.

5. Each issued share of each non-surviving corporation immediately prior to the effective time and date of the merger shall, at the effective time and date of the merger be canceled and no payment shall be made in respect thereof. The issued shares of the surviving

corporation shall not be converted or exchanged in any manner, but each saidshare which is issued as of the effective date of the merger shall continue to represent one issued share of the surviving corporation.

6. The Plan of Merger herein made and approved shall be submitted to the shareholders of each non-surviving corporation for their approval or rejection in the manner prescribed by the provisions of the Connecticut Business Corporation Act.

7. In the event that the Plan of Merger shall have been approved by the shareholders entitled to vote of the non-surviving corporation in the manner prescribed by the provisions of the Connecticut Business Corporation Act, each non-surviving corporation and the surviving corporation hereby stipulate that they will cause to be executed and filed and/or recorded any document or documents prescribed by the laws of the State of Connecticut, and that they will cause to be performed all necessary acts therein and elsewhere to effectuate the merger.

8. The Board of Directors and the proper officers of each non-surviving corporation and the Board of Directors and the proper officers of the surviving corporation, respectively, are hereby authorized, empowered, and directed to do any and all acts and things, and to make, execute, deliver, file and/or record any and all instruments, papers, and documents which shall be or become necessary, proper, or convenient to carry out or put into effect any of the provisions of this Plan of Merger or of the merger herein provided for.

CHANGE OF REGISTERED AGENT

DOMESTIC CORPORATION

Office of the Secretary of the State

30 Trinity Street / P.O. Box 150470 / Hartford, CT 06115-047 / new / 1-97

1.NAME OF CORPORATION

AMERICAN MEDICAL RESPONSE OF CONNECTICUT, INC.

2.APPOINTMENT OF NEW REGISTERED AGENT:

Print or type name of agent:	Business/registered office address:
Gary B. O’Connor	500 Chase Parkway
	Waterbury, CT 06708
	Residence address:
	31 Gaylord Glen
	Waterbury, CT 06708

Acceptance of appointment

/s/ Gary O’Connor

Gary B. O’Connor Signature of Agent

3.EXECUTION

Dated this 3rd day of June, 1997

Robert LaTorraca	Vice President	/s/ Robert LaTorraca
Print or type name of signatory	Capacity of Signatory	Signature

Secretary of State

30 Trinity Street

Hartford, CT 06106

Name of Corporation: American Medical Response of
Connecticut, Incorporated	Complete All Blanks

The above corporation appoints as its statutory agent for service, one of the following:

Name of Natural Person Who is Resident of Connecticut	Business Address	Zip Code
	Residence Address	Zip Code
Name of Connecticut Corporation	Address of Principal Office in Conn.
	(If none, enter address of appointee’s statutory agent for service)
Name of Corporation	Address of Principal Office in Conn.
(Not organized under the Laws of Conn.*)	(If none, enter “Secretary of the State of Conn.”)
C T CORPORATION SYSTEM	ONE COMMERCIAL PLAZA
	HARTFORD, CONNECTICUT	06103

*              Which has procured a Certificate of Authority to transact business or conduct affairs in this state.

AUTHORIZATION

	Name of Incorporator (Print or Type)	Signed (Incorporator)	Date
Original Appointment
(Must be Signed by a majority of	Name of Incorporator (Print or Type)	Signed (Incorporator)
Incorporators)	Name of Incorporator (Print or Type)	Signed (Incorporator)
Subsequent Appointment	Name of President, Vice President or Secretary	Signed (President, or Vice President or Secretary)	Date
	William George, Vice President	/s/ William George	September 1, 1996

Acceptance: Name of Statutory Agent for Service	Signed (Statutory Agent for Service)
(Print or Type)

CT CORPORATION SYSTEM	/s/ Marcia Sunahara
	Marcia J. Sunahara
	Vice President

For Official Use Only
	Rec: CC:
	C T CORPORATION SYSTEM
	ONE COMMERCIAL PLAZA
	HARTFORD, CT 06103-3597
	(203) 275-8200

Please provide filer’s name and complete address for mailing receipt

CERTIFICATE OF INCORPORATION

OF MEDSTAR

INTO

AMERICAN MEDICAL RESPONSE OF CONNECTICUT, INC.

The undersigned corporations DO HEREBY CERTIFY:

FIRST: That the names and states of incorporation of each of the constituent corporations of the merger are as follows:

Name	State of Incorporation
Medstar, Inc.	Connecticut
American Medical Response of Connecticut, Inc.	Connecticut

SECOND: The surviving corporation of the merger is American Medical Response of Connecticut, Inc., a Connecticut corporation.

THIRD: The Certificate of Incorporation of American Medical Response of Connecticut, Inc., a Connecticut corporation which is the surviving corporation, shall continue in full force and effect as the Certificate of Incorporation of the corporation surviving the merger.

FOURTH: The merger agreement between the parties to the merger has been approved, adopted, certified, executed and acknowledged unanimously by the Board of Directors and the Shareholders of each of the constituent corporations in accordance with requirements of Sections 33-364 and 33-366 of the General Corporation Law of the State of Connecticut.

FIFTH: A copy of the merger agreement is on file at the principal place of business of the surviving corporation. The address of said principal place of business is 58 Middletown Avenue, New Haven, Connecticut 06513.

SIXTH: A copy of the merger agreement will be furnished, on request and without cost, to any shareholder of either of the constituent corporations.

We, the undersigned officers of Medstar, Inc. and American Medical Response of Connecticut, Inc. hereby execute this Certificate under the penalties of false statement.

Dated: July 1, 1995
		MEDSTAR, INC.
by	/s/ Joseph Paolella	by	/s/ Joseph Paolella
	Joseph R. Paolella, Secretary		Joseph R. Paolella, Vice President
			Duly Authorized
		AMERICAN MEDICAL RESPONSE OF
		OF CONNECTICUT, INC.
by	/s/ Richard Cassella	by	/s/ Joseph Paolella
	Richard Cassella, Asst. Secretary		Joseph R. Paolella, President
			Duly Authorized

Secretary of State

30 Trinity Street

Hartford, CT 06106

	Complete All Blanks
Enter Name of Corporation here:

American Medical Response of Connecticut, Inc.

The above corporation appoints as its statutory agent for service, one of the following:

Name of Natural Person Who is Resident of	Business Address	Zip Code
Connecticut Richard Cassella	58 Middletown Ave., New Haven,	CT 06513
	Residence Address	Zip Code
	61 Schoolhouse Rd., Wallingford,	CT 06492
Name of Connecticut Corporation	Address of Principal Office in Conn. (If none, enter address of appointee’s statutory agent for service)
Name of Corporation	Address of Principal Office in
(Not organized under the Laws of Conn.*)	Conn. (If none, enter “Secretary of the State of Conn.”)

*              Which has procured a Certificate of Authority to transact business or conduct affairs in this state.

AUTHORIZATION

	Name of Incorporator (Print or Type)	Signed (Incorporator)	Date
Original Appointment
(Must be Signed	Name of Incorporator (Print or Type)	Signed (Incorporator)
by a majority of
Incorporators)	Name of Incorporator (Print or Type)	Signed (Incorporator)
Subsequent Appointment	Name of President, Vice President, Secretary or Assistant Secretary	Signed (President or Vice President, Secretary/Assistant Secretary)	Date
	Ronald M. Levenson Assistant Secretary	/s/	11/9/94

Acceptance: Name of Statutory Agent for Service	Signed (Statutory Agent for Service)
(Print or Type)
Richard Cassella	/s/ Richard Cassella

For Official Use Only

Rec: CC:

Please provide filer’s name and complete address for mailing receipt

STATE OF CONNECTICUT

SECRETARY OF STATE

30 TRINITY STREET

HARTFORD, CT 06106

1.	Name of Corporation (Please enter name within lines)
	NEW HAVEN AMBULANCE SERVICE, INC.
2.	The Certificate of Incorporation is: (Check one)
	x	A.	Amended only, pursuant to Conn. Gen. Stat. Section 33-360
	o	B.	Amended only, to cancel authorized shares (state number of shares to be cancelled, the class, the series, if any, and the par value, P.A. 90-107).
	o	C.	Restated only, pursuant to Conn. Gen. Stat. Section 33-362(a).
	o	D.	Amended and restated, pursuant to Conn. Gen. Stat. Section 33-362(c).
	o	E.	Restated and superseded pursuant to Conn. Gen. Stat. Section 33-362(d).
	Set forth here the resolution of amendment and/or restatement. Use an 8 1/2 X 11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9.
	RESOLVED, that Article One of the Certificate of Incorporation be amended so that the name of the corporation shall be changed from New Haven Ambulance Service, Incorporated to American Medical Response of Connecticut, Incorporated.
	(If 2A or 2B is checked, go to 5 & 6 to complete this certificate. If 2C or 2D is checked, complete 3A or 3B. If 2E is checked, complete 4.)
3.	(Check one)
	o	A.  This certificate purports merely to restate but not to change the provisions of the original Certificate of Incorporation as supplemented and amended to date, and there is no discrepancy between the provisions of the original Certificate of Incorporation as supplemented and amended to date, and the provisions of this Restated Certificate of Incorporation. (If 3A is checked, go to 5 & 6 to complete this certificate.)
	x	B.  This Restated Certificate of Incorporation shall give effect to the amendment(s) and purports to restate all those provisions now in effect not being amended by such new amendments(s). (If 3B is checked, check 4, if true, and go to 5 & 6 to complete this Certificate.)

4.	(Check, if true)
	x	This restated Certificate of Incorporation was adopted by the greatest vote which would have been required to amend any provision of the Certificate of Incorporation as in effect before such vote and supersedes such Certificate of Incorporation.
5.	The manner of adopting the resolution was as follows: (Check one A, or B, or C)
	o	A.	By the board of directors and shareholders, pursuant to Conn. Gen. Stat. Section 33 - 360. Vote of Shareholders. (Check (i) or (ii), and check (iii) if applicable.)
			(i)	o	No shares are required to be voted as a class; the shareholder’s vote was as follows:
			Vote Required for Adoption                Vote Favoring Adoption
			(ii)	o	There are shares of more than one class entitled to vote as a class. The designation of each class required for adoption of the resolution and the vote of each class in favor of adoption were as follows:
					(Use an 8 1/2 x 11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9.)
			(iii)	o	Check here if corporation has 100 or more recordholders, as defined in Conn. Gen. Stat. Section 33-311a(a).
	x	B.	By the board of directors acting alone, pursuant to Conn. Gen. Stat. Section 33-360(b)(2) or 33-362(a).
			The number of affirmative votes required to adopt such resolution: 2
			The number of directors’ votes in favor of the resolution was: 3

We hereby declare under the penalties of false statement, that the statements made in the foregoing certificate are true.

(Print or Type)	Signature
Name of Pres./V. Pres.
Joseph R. Paolella	/s/ Joseph Paolella
Name of Sec/Assn’t Sec.
Philip Paolella, Jr.	/s/ Philip Paolella, Jr.

o C. The corporation does not have any shareholders. The resolution was adopted by vote of at least two-thirds of the incorporators before the organization meeting of the corporation, and approved in writing by all

subscribers for shares of the corporation. If there are no subscribers, state NONE below.

We (at least two-thirds of the incorporators) hereby declare, under the penalties of false statement, that the same statements made in the foregoing certificate are true.

Signed Incorporator	Signed Incorporator	Signed Incorporator
Signed Subscriber	Signed Subscriber	Signed Subscriber

(Use an 8 1/2 X 11 attached sheet if more space is needed. Con.

Gen. Stat. Section 1 - 9.

6. Dated at New Haven this 29th day of July, 1993

Rec. CC; GS; (Type or Print)

Thayer Baldwin, Esq.

Yost & Assoc.

Two Whitney Ave.

New Haven, CT 06510

Please provide filer’s name and complete address for mailing receipt

CERTIFICATE OF MERGER

OF

NEW HAVEN AMBULANCE SERVICE, INC.

INTO

NHAI ACQUISITION CORP.

The undersigned corporations DO HEREBY CERTIFY:

FIRST: That the names and states of incorporation of each of the constituent corporations of the merger are as follows:

NAME	STATE OF INCORPORATION
New Haven Ambulance Service, Inc.	Connecticut
NHAI Acquisition Corp.	Connecticut

SECOND: The surviving corporation of the merger is NHAI Acquisition Corp., a Connecticut corporation.

THIRD: The Certificate of Incorporation of NHAI Acquisition Corp., a Connecticut corporation which is the surviving corporation, be and is hereby amended to change the name of the surviving corporation to NEW HAVEN AMBULANCE SERVICE, INC., but shall otherwise continue in full force and effect as the Certificate of Incorporation of the corporation surviving this merger.

FOURTH: The merger agreement between the parties to the merger has been approved, adopted, certified, executed and acknowledged unanimously by the Boards of Directors and the Shareholders of each of the constituent corporations in accordance with requirements of Sections 33-364 and 33-366 of the General Corporation Law of the State of Connecticut.

FIFTH: A copy of the merger agreement is on file at the principal place of business of the surviving corporation. The address of said principal place of business is 58 Middletown Avenue, New Haven, Connecticut 06513.

SIXTH: A copy of the merger agreement will be furnished, on request and without cost, to any shareholder of either of the constituent corporations.

We, the undersigned officers of New Haven Ambulance Service, Inc. and NHAI Acquisition Corp., hereby execute this Certificate under the penalties of false statement.

Dated: August 12, 1992		NEW HAVEN AMBULANCE SERVICE, INC.
By:	/s/ x	By:	/s/ x
	Secretary		President

		NHAI ACQUISITION CORP.
By:	/s/ x	By:	/s/ Dominic Puopolo
	Secretary		Dominic J. Puopolo, President

CERTIFICATE OF MERGER

OF

NEW HAVEN AMBULANCE SERVICE, INC.

INTO

NHAI ACQUISITION CORP.

The undersigned corporations DO HEREBY CERTIFY:

FIRST: That the names and states of incorporation of each of the constituent corporations of the merger are as follows:

NAME	STATE OF INCORPORATION
New Haven Ambulance Service, Inc.	Connecticut
NHAI Acquisition Corp.	Connecticut

SECOND: The surviving corporation of the merger is NHAI Acquisition Corp., a Connecticut corporation.

THIRD: The Certificate of Incorporation of NHAI Acquisition Corp., a Connecticut corporation which is the surviving corporation, be and is hereby amended to change the name of the surviving corporation to NEW HAVEN AMBULANCE SERVICE, INC., but shall otherwise continue in full force and effect as the Certificate of Incorporation of the corporation surviving this merger.

FOURTH: The merger agreement between the parties to the merger has been approved, adopted, certified, executed and acknowledged unanimously by the Boards of Directors and the Shareholders of each of the constituent corporations in accordance with requirements of Sections 33-364 and 33-366 of the General Corporation Law of the State of Connecticut.

FIFTH: A copy of the merger agreement is on file at the principal place of business of the surviving corporation. The address of said principal place of business is 58 Middletown Avenue, New Haven, Connecticut 06513.

SIXTH: A copy of the merger agreement will be furnished, on request and without cost, to any shareholder of either of the constituent corporations.

We, the undersigned officers of New Haven Ambulance Service, Inc. and NHAI Acquisition Corp., hereby execute this Certificate under the penalties of false statement.

Dated: August 12, 1992		NEW HAVEN AMBULANCE SERVICE, INC.
By:	/s/ x	By:	/s/ x
	Secretary		President
		NHAI ACQUISITION CORP.
By:	/s/ x	By:	/s/ Dominic Puopolo
	Secretary		Dominic J. Puopolo, President

CERTIFICATE OF MERGER

OF

NEW HAVEN AMBULANCE SERVICE, INC.

INTO

NHAI ACQUISITION CORP.

The undersigned corporations DO HEREBY CERTIFY:

FIRST: That the names and states of incorporation of each of the constituent corporations of the merger are as follows:

NAME	STATE OF INCORPORATION
New Haven Ambulance Service, Inc.	Connecticut
NHAI Acquisition Corp.	Connecticut

SECOND: The surviving corporation of the merger is NHAI Acquisition Corp., a Connecticut corporation.

THIRD: The Certificate of Incorporation of NHAI Acquisition Corp., a Connecticut corporation which is the surviving corporation, be and is hereby amended to change the name of the surviving corporation to NEW HAVEN AMBULANCE SERVICE, INC., but shall otherwise continue in full force and effect as the Certificate of Incorporation of the corporation surviving this merger.

FOURTH: The merger agreement between the parties to the merger has been approved, adopted, certified, executed and acknowledged unanimously by the Boards of Directors and the Shareholders of each of the constituent corporations in accordance with requirements of Sections 33-364 and 33-366 of the General Corporation Law of the State of Connecticut.

FIFTH: A copy of the merger agreement is on file at the principal place of business of the surviving corporation. The address of said principal place of business is 58 Middletown Avenue, New Haven, Connecticut 06513.

SIXTH: A copy of the merger agreement will be furnished, on request and without cost, to any shareholder of either of the constituent corporations.

We, the undersigned officers of New Haven Ambulance Service, Inc. and NHAI Acquisition Corp., hereby execute this Certificate under the penalties of false statement.

Dated: August 12, 1992		NEW HAVEN AMBULANCE SERVICE, INC.
By:	/s/ x	By:	/s/ x
	Secretary		President
		NHAI ACQUISITION CORP.
By:	/s/ x	By:	/s/ Dominic Puopolo
	Secretary		Dominic J. Puopolo, President

CERTIFICATE OF MERGER

OF

NEW HAVEN AMBULANCE SERVICE, INC.

INTO

NHAI ACQUISITION CORP.

The undersigned corporations DO HEREBY CERTIFY:

FIRST: That the names and states of incorporation of each of the constituent corporations of the merger are as follows:

NAME	STATE OF INCORPORATION
New Haven Ambulance Service, Inc.	Connecticut
NHAI Acquisition Corp.	Connecticut

SECOND: The surviving corporation of the merger is NHAI Acquisition Corp., a Connecticut corporation.

THIRD: The Certificate of Incorporation of NHAI Acquisition Corp., a Connecticut corporation which is the surviving corporation, be and is hereby amended to change the name of the surviving corporation to NEW HAVEN AMBULANCE SERVICE, INC., but shall otherwise continue in full force and effect as the Certificate of Incorporation of the corporation surviving this merger.

FOURTH: The merger agreement between the parties to the merger has been approved, adopted, certified, executed and acknowledged unanimously by the Boards of Directors and the Shareholders of each of the constituent corporations in accordance with requirements of Sections 33-364 and 33-366 of the General Corporation Law of the State of Connecticut.

FIFTH: A copy of the merger agreement is on file at the principal place of business of the surviving corporation. The address of said principal place of business is 58 Middletown Avenue, New Haven, Connecticut 06513.

SIXTH: A copy of the merger agreement will be furnished, on request and without cost, to any shareholder of either of the constituent corporations.

We, the undersigned officers of New Haven Ambulance Service, Inc. and NHAI Acquisition Corp., hereby execute this Certificate under the penalties of false statement.

Dated: August 12, 1992		NEW HAVEN AMBULANCE SERVICE, INC.
By:	/s/ x	By:	/s/ x
	Secretary		President
		NHAI ACQUISITION CORP.
By:	/s/ x	By:	/s/ Dominic Puopolo
	Secretary		Dominic J. Puopolo President

APPOINTMENT OF STATUTORY AGENT FOR SERVICE

DOMESTIC CORPORATION

[PBOL]	Secretary of State
[PBOL]	30 Trinity Street
[PBOL]	Hartford, CT 06106

Name of Corporation:   NHAI Acquisition Corp.

The above corporation appoints as its statutory agent for service, one of the following:

Name of Natural Person Who is Resident of Connecticut	Business Address	Zip Code
	Residence Address	Zip Code
Name of Connecticut Corporation	Address of Principal Office in Conn.
	(If none, enter address of appointee’s statutory agent for service)
Name of Corporation	Address of Principal Office in Conn.
(Not organized under the Laws of Connecticut)	(If none, enter “Secretary of the State of Connec.)
Corporation Service Company	90 State House Sq., 9th Fl., Hartford, CT

*Which has procured a Certificate of Authority to transact business or conduct affairs in this state.                         

[PBOL]	AUTHORIZATION
ORIGINAL APPOINTMENT	Name of Incorporator	Signed (Incorporator)
(Must be signed by a majority of Incorporators	Dominic J. Puopolo	/s/ Dominic Puopolo
	Name of Incorporator	Signed (Incorporator)
	Name of Incorporator	Signed (Incorporator)
Date: May 22, 1992
SUBSEQUENT APPOINTMENT	Name of President, Vice President or Secretary
	Signed (President, Vice President or Secretary.
Date: May 26, 1992

Acceptance: Name of Statutory Agent for Service

/s/ Bruce R. Winn
Signed (Statutory Agent for Service)
Bruce R. Winn, Vice-President
Corporation Service Company
For Official Use Only	Rec; CC:
	Please provide filer’s name and complete address for mailing receipt.

CERTIFICATE OF INCORPORATION

STOCK CORPORATION

STATE OF CONNECTICUT

Secretary of the State

The undersigned incorporator hereby forms a corporation under the Stock Corporation Act of the State of Connecticut.

1. The name of the corporation is NHAI Acquisition Corp.

2. The nature of the business to be transacted, or the purposes to be promoted or carried out by the corporation, are as follows:

To engage in any lawful act or activity for which a corporation may be formed under the Connecticut Stock Corporation Act.

3. The designation of each class of shares, the authorized number of shares of each class, and the par value (if any) of each share thereof are as follows:

Authorized	Class	Par Value
10,000	Common	$.01 per share

4. The terms, limitations and relative rights and preferences of each class of shares and series thereof (if any) or an express grant of authority to the board of directors pursuant to Section 33-341, 1959 Supp. Conn. G.S. are as follows:

N/A

5. The minimum amount of stated capital with which the corporation shall commence business if One Thousand Dollars.

6. The liability of the directors of the corporation for monetary damages shall be eliminated to the fullest extent permissible under Connecticut law. Any repeal or modification of this Article shall only be prospective and shall not affect the rights under this Article in effect at the time of the alleged occurrence of any action or omission to act giving rise to liability.

Dated at Boston, Massachusetts this 22nd day of May, 1992.

I hereby declare, under penalties of false statement, that the statements in the foregoing certificate are true.

/s/ Dominic Puopolo
Name:	Dominic J. Puopolo
	Incorporator

For office use only	Franchise Fee		Filing Fee		Cert. Fee		Total Fees
	$	150	$	45	$	12	$	257

/s/ x
Signed (for Secretary of State)
Rec & CC Nationwide Info
Certified copy sent on Initials Service
To 505 Willard Ave
Card	List Proof
	Newington, CT 06111

EX-3.38

Exhibit 3.38

BY-LAWS

OF

THE SUBSIDIARIES OF

AMERICAN MEDICAL RESPONSE, INC.

Section 1. LAW, CERTIFICATE OF INCORPORATION

AND BY-LAWS

1.1. These by-laws are subject to the certificate of incorporation of the corporation. In these by-laws, references to law, the certificate of incorporation and by-laws mean the law, the provisions of the certificate of incorporation and the by-laws as from time to time in effect.

Section 2. STOCKHOLDERS

2.1. Annual Meeting. The annual meeting of stockholders shall be held at 10:00 am on the second Tuesday in May in each year, unless that day be a legal holiday at the place where the meeting is to be held, in which case the meeting shall be held at the same hour on the next succeeding day not a legal holiday, or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect a board of directors and transact such other business as may be required by law or these by-laws or as may properly come before the meeting.

2.2. Special Meetings. A special meeting of the stockholders may be called at any time by the chairman of the board, if any, the president or the board of directors. A special meeting of the stockholders shall be called by the secretary, or in the case of the death, absence, incapacity or refusal of the secretary, by an assistant secretary or some other officer, upon application of a majority of the directors. Any such application shall state the purpose or purposes of the proposed meeting. Any such call shall state the place, date, hour, and purposes of the meeting.

2.3. Place of Meeting. All meetings of the stockholders for the election of directors or for any other purpose shall be held at such place within or without the state of incorporation as may be determined from time to time by the chairman of the board, if any, the president or the board of directors. Any adjourned session of any meeting of the stockholders shall be held at the place designated in the vote of adjournment.

2.4. Notice of Meetings. Except as otherwise provided by law, a written notice of each meeting of stockholders stating the place, day and hour thereof and, in the case of a special meeting, the purposes for which the meeting is called, shall be given not less then ten nor more than sixty days before the meeting, to each stockholder entitled to vote thereat, and to each stockholder who, by law, by the certificate of incorporation or by these by-laws, is entitled to notice, by leaving such notice with him or at his residence or usual place of business, or by depositing it in the United States mail, postage prepaid, and addressed to such stockholder at his

address as it appears in the records of the corporation. Such notice shall be given by the secretary, or by an officer or person designated by the board of directors, or in the case of a special meeting by the officer calling the meeting. As to any adjourned session of any meeting of stockholders, notice of the adjourned meeting need not be given if the time and place thereof are announced at the meeting at which the adjournment was taken except that if the adjournment is for more than thirty days or if after the adjournment a new record date is set for the adjourned session, notice of any such adjourned session of the meeting shall be given in the manner heretofore described. No notice of any meeting of stockholders or any adjourned session thereof need be given to a stockholder if a written waiver of notice, executed before or after the meeting or such adjourned session by such stockholder, is filed with the records of the meeting or if the stockholder attends such meeting without objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the stockholders or any adjourned session thereof need be specified in any written waiver of notice.

2.5. Quorum of Stockholders. At any meeting of the stockholders a quorum as to any matter shall consist of a majority of the votes entitled to be cast on the matter, except where a larger quorum is required by law, by the certificate of incorporation or by these by-laws. Any meeting may be adjourned from time to time by a majority of the votes properly cast upon the question, whether or not a quorum is present. If a quorum is present at an original meeting, a quorum need not be present at an adjourned session of that meeting. Shares of its own stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of any corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

2.6. Action by Vote. When a quorum is present at any meeting, a plurality of the votes properly cast for election to any office shall elect to such office and a majority of the votes properly cast upon any question other than an election to an office shall decide the question, except when a larger vote is required by law, by the certificate of incorporation or by these by-laws. No ballot shall be required for any election unless requested by a stockholder present or represented at the meeting and entitled to vote in the election.

2.7. Action without Meetings. Unless otherwise provided in the certificate of incorporation, any action required or permitted to be taken by stockholders for or in connection with any corporate action may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in the state of incorporation by hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. No written consent shall be effective to take the corporate action referred to therein unless written consents signed by a number of stockholders sufficient to take such action are delivered to the corporation

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in the manner specified in this paragraph within sixty days of the earliest dated consent so delivered.

If action is taken by consent of stockholders and in accordance with the foregoing, there shall be filed with the records of the meetings of stockholders the writing or writings comprising such consent.

If action is taken by less than unanimous consent of stockholders, prompt notice of the taking of such action without a meeting shall be given to those who have not consented in writing and a certificate signed and attested to by the secretary that such notice was given shall be filed with the records of the meetings of stockholders.

In the event that the action which is consented to is such as would have required the filing of a certificate under any provision of the General Corporation Law of the State of Delaware, if such action had been voted upon by the stockholders at a meeting thereof, the certificate filed under such provision shall state, in lieu of any statement required by such provision concerning a vote of stockholders, that written consent has been given under Section 228 of said General Corporation Law and that written notice has been given as provided in such Section 228.

2.8. Proxy Representation. Every stockholder may authorize another person or persons to act for him by proxy in all matters in which a stockholder is entitled to participate, whether by waiving notice of any meeting, objecting to or voting or participating at a meeting, or expressing consent or dissent without a meeting. Every proxy must be signed by the stockholder or by his attorney-in-fact. No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally. The authorization of a proxy may but need not be limited to specified action, provided, however, that if a proxy limits its authorization to a meeting or meetings of stockholders, unless otherwise specifically provided such proxy shall entitle the holder thereof to vote at any adjourned session but shall not be valid after the final adjournment thereof.

2.9. Inspectors. The directors or the person presiding at the meeting may, and shall if required by applicable law, appoint one or more inspectors of election and any substitute inspectors to act at the meeting or any adjournment thereof. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspectors shall make a report in writing of any challenge, question or matter determined by them and execute a certificate of any fact found by them.

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2.10. List of Stockholders. The secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in his name. The stock ledger shall be the only evidence as to who are stockholders entitled to examine such list or to vote in person or by proxy at such meeting.

Section 3. BOARD OF DIRECTORS

3.1. Number. The corporation shall have one or more directors, the number shall be consistent with applicable law and shall be determined from time to time by vote of a majority of the directors then in office. No director need be a stockholder.

3.2. Tenure. Each director shall hold office until the next annual meeting and until his successor is elected and qualified, or until he sooner dies, resigns, is removed or becomes disqualified.

3.3. Powers. The business and affairs of the corporation shall be managed by or under the direction of the board of directors who shall have and may exercise all the powers of the corporation and do all such lawful acts and things as are not by law, the certificate of incorporation or these by-laws directed or required to be exercised or done by the stockholders.

3.4. Vacancies. Vacancies and any newly created directorships resulting from any increase in the number of directors may be filled by vote of the holders of the particular class or series of stock entitled to elect such director at a meeting called for the purpose, or by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, in each case elected by the particular class or series of stock entitled to elect such directors. When one or more directors shall resign from the board, effective at a future date, a majority of the directors then in office, including those who have resigned, who were elected by the particular class or series of stock entitled to elect such resigning director or directors shall have power to fill such vacancy or vacancies, the vote or action by writing thereon to take effect when such resignation or resignations shall become effective. The directors shall have and may exercise all their powers notwithstanding the existence of one or more vacancies in their number, subject to any requirements of law or of the certificate of incorporation or of these by-laws as to the number of directors required for a quorum or for any vote or other actions.

3.5. Committees. The board of directors may, by vote of a majority of the whole board, (a) designate, change the membership of or terminate the existence of any committee or committees, each committee to consist of one or more of the directors; (b) designate one or more directors as alternate members of any such committee who may replace any absent or disqualified member at any meeting of the committee; and (c) determine the extent to which each such committee shall have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation, including the power to authorize the seal of the corporation to be affixed to all papers which require it and the power and authority to declare dividends or to authorize the issuance of stock; excepting, however, such powers which by law, by the certificate of incorporation or by these by-laws they are prohibited from so delegating. In the absence or disqualification of any member of such committee and his alternate, if any, the member or members thereof present at any meeting and not

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disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Except as the board of directors may otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by the board or such rules, its business shall be conducted as nearly as may be in the same manner as is provided by these by-laws for the conduct of business by the board of directors. Each committee shall keep regular minutes of its meetings and report the same to the board of directors upon request.

3.6. Regular Meetings. Regular meetings of the board of directors may be held without call or notice at such places within or without the State of Delaware and at such times as the board may from time to time determine, provided that notice of the first regular meeting following any such determination shall be given to absent directors. A regular meeting of the directors may be held without call or notice immediately after and at the same place as the annual meeting of stockholders.

3.7. Special Meetings. Special meetings of the board of directors may be held at any time and at any place within or without the state of incorporation designated in the notice of the meeting, when called by the chairman of the board, if any, the president, or by one-third or more in number of the directors, reasonable notice thereof being given to each director by the secretary or by the chairman of the board, if any, the president or any one of the directors calling the meeting.

3.8. Notice. It shall be reasonable and sufficient notice to a director to send notice by mail or overnight courier at least forty-eight hours or by telegram at least twenty-four hours before the meeting addressed to him at his usual or last known business or residence address or to give notice to him in person or by telephone at least twenty-four hours before the meeting. Notice of a meeting need not be given to any director if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. Neither notice of a meeting nor a waiver of a notice need specify the purposes of the meeting.

3.9. Quorum. Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, at any meeting of the directors a majority of the directors then in office shall constitute a quorum; a quorum shall not in any case be less than one-third of the total number of directors constituting the whole board. Any meeting may be adjourned from time to time by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

3.10. Action by Vote. Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, when a quorum is present at any meeting the vote of a majority of the directors present shall be the act of the board of directors.

3.11. Action Without a Meeting. Any action required or permitted to be taken at any meeting of the board of directors or a committee thereof may be taken without a meeting if all the members of the board or of such committee, as the case may be, consent thereto in writing, and such writing or writings are filed with the records of the meetings of the board or of such

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committee. Such consent shall be treated for all purposes as the act of the board or of such committee, as the case may be.

3.12. Participation in Meetings by Conference Telephone. Members of the board of directors, or any committee designated by such board, may participate in a meeting of such board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other or by any other means permitted by law. Such participation shall constitute presence in person at such meeting.

3.13. Compensation. In the discretion of the board of directors, each director may be paid such fees for his services as director and be reimbursed for his reasonable expenses incurred in the performance of his duties as director as the board of directors from time to time may determine.

Nothing contained in this section shall be construed to preclude any director from serving the corporation in any other capacity and receiving reasonable compensation therefor.

3.14. Interested Directors and Officers.

(a) No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of the corporation’s directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if:

(1) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or

(2) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or

(3) The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the board of directors, a committee thereof, or the stockholders.

(b) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes the contract or transaction.

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Section 4. OFFICERS AND AGENTS

4.1. Enumeration; Qualification. The officers of the corporation shall be a president, a treasurer, a secretary and such other officers, if any, as the board of directors from time to time may in its discretion elect or appoint including without limitation a chairman of the board, one or more vice presidents and a controller. The corporation may also have such agents, if any, as the board of directors from time to time may in its discretion choose. Any officer may be but none need be a director or stockholder. Any two or more offices may be held by the same person. Any officer may be required by the board of directors to secure the faithful performance of his duties to the corporation by giving bond in such amount and with sureties or otherwise as the board of directors may determine.

4.2. Powers. Subject to law, to the certificate of incorporation and to the other provisions of these by-laws, each officer shall have, in addition to the duties and powers herein set forth, such duties and powers as are commonly incident to his office and such additional duties and powers as the board of directors may from time to time designate.

4.3. Election. The officers may be elected by the board of directors at their first meeting following the annual meeting of the stockholders or at any other time. At any time or from time to time the directors may delegate to any officer their power to elect or appoint any other officer or any agents.

4.4. Tenure. Each officer shall hold office until his respective successor is chosen and qualified unless a shorter period shall have been specified by the terms of his election or appointment, or in each case until he sooner dies, resigns, is removed or becomes disqualified. Each agent shall retain his authority at the pleasure of the directors, or the officer by whom he was appointed or by the officer who then holds agent appointive power.

4.5. Chairman of the Board of Directors, President and Vice President. The chairman of the board, if any, shall have such duties and powers as shall be designated from time to time by the board of directors. Unless the board of directors otherwise specifies, the chairman of the board, or if there is none the chief executive officer, shall preside, or designate the person who shall preside, at all meetings of the stockholders and of the board of directors.

Unless the board of directors otherwise specifies, the president shall be the chief executive officer and shall have direct charge of all business operations of the corporation and, subject to the control of the directors, shall have general charge and supervision of the business of the corporation.

Any vice presidents shall have such duties and powers as shall be set forth in these by-laws or as shall be designated from time to time by the board of directors or by the president.

4.6. Treasurer and Assistant Treasurers. Unless the board of directors otherwise specifies, the treasurer shall be in charge of the corporation’s funds and valuable papers, and shall have such other duties and powers as may be designated from time to time by the board of directors or by the president. If no controller is elected, the treasurer shall, unless the board of directors otherwise specifies, also have the duties and powers of the controller. Any assistant

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treasurers shall have such duties and powers as shall be designated from time to time by the board of directors, the president or the treasurer.

4.7. Controller and Assistant Controllers. If a controller is elected, he shall, unless the board of directors otherwise specifies, be in charge of its books of account and accounting records, and of its accounting procedures. He shall have such other duties and powers as may be designated from time to time by the board of directors, the president or the treasurer. Any assistant controller shall have such duties and powers as shall be designated from time to time by the board of directors, the president, the treasurer or the controller.

4.8. Secretary and Assistant Secretaries. The secretary shall record all proceedings of the stockholders, of the board of directors and of committees of the board of directors in a book or series of books to be kept therefor and shall file therein all actions by written consent of stockholders or directors. In the absence of the secretary from any meeting, an assistant secretary, or if there be none or he is absent, a temporary secretary chosen at the meeting, shall record the proceedings thereof. Unless a transfer agent has been appointed the secretary shall keep or cause to be kept the stock and transfer records of the corporation, which shall contain the names and record addresses of all stockholders and the number of shares registered in the name of each stockholder. He shall have such other duties and powers as may from time to time be designated by the board of directors or the president. Any assistant secretaries shall have such duties and powers as shall be designated from time to time by the board of directors, the president or the secretary.

Section 5. RESIGNATIONS AND REMOVALS

5.1. Any director or officer may resign at any time by delivering his resignation in writing to the chairman of the board, if any, the president, or the secretary or to a meeting of the board of directors. Such resignation shall be effective upon receipt unless specified to be effective at some other time, and without in either case the necessity of its being accepted unless the resignation shall so state. A director (including persons elected by stockholders or directors to fill vacancies in the board) may be removed from office with or without cause by the vote of the holders of a majority of the issued and outstanding shares of the particular class or series entitled to vote in the election of such director. The board of directors may at any time remove any officer either with or without cause. The board of directors may at any time terminate or modify the authority of any agent.

Section 6. VACANCIES

6.1. If the office of the president or the treasurer or the secretary becomes vacant, the directors may elect a successor by vote of a majority of the directors then in office. If the office of any other officer becomes vacant, any person or body empowered to elect or appoint that officer may choose a successor. Each such successor shall hold office for the unexpired term, and in the case of the president, the treasurer and the secretary until his successor is chosen and qualified or in each case until he sooner dies, resigns, is removed or becomes disqualified. Any vacancy of a directorship shall be filled as specified in Section 3.4 of these by-laws.

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Section 7. CAPITAL STOCK

7.1. Stock Certificates. Each stockholder shall be entitled to a certificate stating the number and the class and the designation of the series, if any, of the shares held by him, in such form as shall, in conformity to law, the certificate of incorporation and the by-laws, be prescribed from time to time by the board of directors. Such certificate shall be signed by the chairman or vice chairman of the board, or the president or a vice president and by the treasurer or an assistant treasurer or by the secretary or an assistant secretary. Any of or all the signatures on the certificate may be a facsimile. In case an officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the time of its issue.

7.2. Loss of Certificates. In the case of the alleged theft, loss, destruction or mutilation of a certificate of stock, a duplicate certificate may be issued in place thereof, upon such terms, including receipt of a bond sufficient to indemnify the corporation against any claim on account thereof, as the board of directors may prescribe.

Section 8. TRANSFER OF SHARES OF STOCK

8.1. Transfer on Books. Subject to the restrictions, if any, stated or noted on the stock certificate, shares of stock may be transferred on the books of the corporation by the surrender to the corporation or its transfer agent of the certificate therefor properly endorsed or accompanied by a written assignment and power of attorney properly executed, with necessary transfer stamps affixed, and with such proof of the authenticity of signature as the board of directors or the transfer agent of the corporation may reasonably require. Except as may be otherwise required by law, by the certificate of incorporation or by these by-laws, the corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to receive notice and to vote or to give any consent with respect thereto and to be held liable for such calls and assessments, if any, as may lawfully be made thereon, regardless of any transfer, pledge or other disposition of such stock until the shares have been properly transferred on the books of the corporation.

It shall be the duty of each stockholder to notify the corporation of his post office address.

8.2. Record Date. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no such record date is fixed by the board of directors, the record date for determining the stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment

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of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no such record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the state of incorporation hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. If no record date has been fixed by the board of directors and prior action by the board of directors is required by applicable law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such payment, exercise or other action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

Section 9. CORPORATE SEAL

9.1. Subject to alteration by the directors, the seal of the corporation shall consist of a flat-faced circular die with the word “Delaware” and the name of the corporation cut or engraved thereon, together with such other words, dates or images as may be approved from time to time by the directors.

Section 10. EXECUTION OF PAPERS

10.1. Except as the board of directors may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts or other obligations made, accepted or endorsed by the corporation shall be signed by the chairman of the board, if any, the president, a vice president or the treasurer.

Section 11. FISCAL YEAR

11.1. The fiscal year of the corporation shall end on the 31st of December.

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Section 12. AMENDMENTS

12.1. These by-laws may be adopted, amended or repealed by vote of a majority of the directors then in office or by vote of a majority of the stock outstanding and entitled to vote. Any by-law, whether adopted, amended or repealed by the stockholders or directors, may be amended or reinstated by the stockholders or the directors.

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EX-3.39

Exhibit 3.39

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

AND OF REGISTERED AGENT

OF

AMERICAN MEDICAL RESPONSE OF GEORGIA, INC.

It is hereby certified that:

1.             The name of the corporation (hereinafter called the “corporation”) is:

AMERICAN MEDICAL RESPONSE OF GEORGIA, INC.

2.             The registered office of the corporation within the State of Delaware is hereby changed to 2711 Centerville Road, Suite 400, City of Wilmington 19808, County of New Castle.

3.             The registered agent of the corporation within the State of Delaware is hereby changed to Corporation Service Company, the business office of which is identical with the registered office of the corporation as hereby changed.

4.             The corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on February 10, 2006
	/s/ Randy Owen
	Chief Financial Officer andVice President

CERTIFICATE OF CHANGE OF REGISTERED AGENT

AND

REGISTERED OFFICE

* * * * *

American Medical Response of Georgia, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

The present registered agent of the corporation is Corporation Service Company and the present registered office of the corporation is in the county of New Castle.

The Board of Directors of American Medical Response of Georgia, Inc., adopted the following resolution on the 1st day of September, 1996.

Resolved, that the registered office of American Medical Response of Georgia, Inc. in the state of Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, and the authorization of the present registered agent of this corporation be and the same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby constituted and appointed the registered agent of this corporation at the address of its registered office.

IN WITNESS WHEREOF, American Medical Response of Georgia, Inc. has caused this statement to be signed by William George, its Vice President this 1st day of September, 1996.

/s/ William George

William George

Vice President

CERTIFICATE OF INCORPORATION

OF

AMERICAN MEDICAL RESPONSE OF GEORGIA, INC.

1. The name of this corporation is American Medical Response of Georgia, Inc.

2. The registered office of this corporation in the State of Delaware is located at 1013 Centre Road, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is Corporation Service Company.

3. The purpose of this corporation is to engage in any, lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

4. The total number of shares of stock that this corporation shall have authority to issue is 3,000 shares of Common Stock, $.01 par value per share. Each share of Common Stock shall be entitled to one vote.

5. The name and mailing address of the incorporator is: Ann L. Milner, One International Place, Boston, MA 02110-2624.

6. Except as otherwise provided in the provisions establishing a class or series of stock, the number of authorized shares of any class or series of stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of the corporation entitled to vote irrespective of the provisions of Section 242(b)(2) of the General Corporation Law of the State of Delaware.

7. The election of directors need not be by written ballot unless the by-laws shall so require.

8. In furtherance and not in limitation of the power conferred upon the board of directors by law, the board of directors shall have power to make, adopt, alter, amend and repeal from time to time by-laws of this corporation, subject to the right of the stockholders entitled to vote with respect thereto to alter and repeal by-laws made by the board of directors.

9. A director of this corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent that exculpation from liability is not permitted under the General Corporation Law of the State of Delaware as in effect at the time such liability is determined. No amendment or repeal of this paragraph 9 shall apply to or have any effect on the liability or alleged liability of any director of the corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

10. This corporation shall, to the maximum extent permitted from time to time under the law of the State of Delaware, indemnify and upon request advance expenses to any person who is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit, proceeding or claim, whether civil, criminal, administrative, or investigative, by reason of the fact that such person is or was or has agreed to be a director or officer of this corporation or while a director or officer is or was serving at the request of this corporation as a director, officer, partner, trustee, employee or agent of any corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against expenses (including attorney’s fees and expenses), judgments, fines, penalties and amounts paid in settlement incurred (and not otherwise recovered) in connection with the investigation, preparation to defend or defense of such action, suit, proceeding or claim; provided, however, that the foregoing shall not require this corporation to indemnify or advance expenses to any person in connection with any action, suit, proceeding, claim or counterclaim initiated by or on behalf of such person. Such indemnification shall not be exclusive of other indemnification rights arising under any by-law, agreement, vote of directors or

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stockholders or otherwise and shall inure to the benefit of the heirs and legal representatives of such person. Any person seeking indemnification under this paragraph 10 shall be deemed to have met the standard of conduct required for such indemnification unless the contrary shall be established. Any repeal or modification of the foregoing provisions of this paragraph 10 shall not adversely affect any right or protection of a director or officer of this corporation with respect to any acts or omissions of such director or officer occurring prior to such repeal or modification.

11. The books of this corporation may (subject to any statutory requirements) be kept outside the State of Delaware as may be designated by the board of directors or in the by-laws of this corporation.

12. If at any time this corporation shall have a class of stock registered pursuant to the provisions of the Securities Exchange Act of 1934, for so long as such class is so registered, any action by the stockholders of such class must be taken at an annual or special meeting of stockholders and may not be taken by written consent.

THE UNDERSIGNED, the sole incorporator named above, hereby certifies that the facts stated above are true as of this 22nd day of August, 1995.

/s/ Ann L. Milner

Ann L. Milner

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EX-3.40

Exhibit 3.40

BY-LAWS

OF

THE SUBSIDIARIES OF

AMERICAN MEDICAL RESPONSE, INC.

Section 1. LAW, CERTIFICATE OF INCORPORATION AND BY-LAWS

1.1. These by-laws are subject to the certificate of incorporation of the corporation. In these by-laws, references to law, the certificate of incorporation and by-laws mean the law, the provisions of the certificate of incorporation and the by-laws as from time to time in effect.

Section 2. STOCKHOLDERS

2.1. Annual Meeting. The annual meeting of stockholders shall be held at 10:00 am on the second Tuesday in May in each year, unless that day be a legal holiday at the place where the meeting is to be held, in which case the meeting shall be held at the same hour on the next succeeding day not a legal holiday, or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect a board of directors and transact such other business as may be required by law or these by-laws or as may properly come before the meeting.

2.2. Special Meetings. A special meeting of the stockholders may be called at any time by the chairman of the board, if any, the president or the board of directors. A special meeting of the stockholders shall be called by the secretary, or in the case of the death, absence, incapacity or refusal of the secretary, by an assistant secretary or some other officer, upon application of a majority of the directors. Any such application shall state the purpose or purposes of the proposed meeting. Any such call shall state the place, date, hour, and purposes of the meeting.

2.3. Place of Meeting. All meetings of the stockholders for the election of directors or for any other purpose shall be held at such place within or without the state of incorporation as may be determined from time to time by the chairman of the board, if any, the president or the board of directors. Any adjourned session of any meeting of the stockholders shall be held at the place designated in the vote of adjournment.

2.4. Notice of Meetings. Except as otherwise provided by law, a written notice of each meeting of stockholders stating the place, day and hour thereof and, in the case of a special meeting, the purposes for which the meeting is called, shall be given not less then ten nor more than sixty days before the meeting, to each stockholder entitled to vote thereat, and to each stockholder who, by law, by the certificate of incorporation or by these by-laws, is entitled to notice, by leaving such notice with him or at his residence or usual place of business, or by depositing it in the United States mail, postage prepaid, and addressed to such stockholder at his address as it appears in the records of the corporation. Such notice shall be given by the secretary, or by an officer or person designated by the board of directors, or in the case of a special meeting by the officer calling the meeting. As to any adjourned session of any meeting of stockholders, notice of the adjourned meeting need not be given if the time and place thereof are announced at the meeting at which the adjournment was taken except that if the adjournment is for more than thirty days or if after the adjournment a new record date is set for the adjourned session, notice of any such adjourned session of the meeting shall be given in the manner heretofore described. No notice of any meeting of stockholders or any adjourned session thereof need be given to a stockholder if a written waiver of notice, executed before or after the meeting or such adjourned session by such stockholder, is filed with the

records of the meeting or if the stockholder attends such meeting without objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the stockholders or any adjourned session thereof need be specified in any written waiver of notice.

2.5. Quorum of Stockholders. At any meeting of the stockholders a quorum as to any matter shall consist of a majority of the votes entitled to be cast on the matter, except where a larger quorum is required by law, by the certificate of incorporation or by these by-laws. Any meeting may be adjourned from time to time by a majority of the votes properly cast upon the question, whether or not a quorum is present. If a quorum is present at an original meeting, a quorum need not be present at an adjourned session of that meeting. Shares of its own stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of any corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

2.6. Action by Vote. When a quorum is present at any meeting, a plurality of the votes properly cast for election to any office shall elect to such office and a majority of the votes properly cast upon any question other than an election to an office shall decide the question, except when a larger vote is required by law, by the certificate of incorporation or by these by-laws. No ballot shall be required for any election unless requested by a stockholder present or represented at the meeting and entitled to vote in the election.

2.7. Action without Meetings. Unless otherwise provided in the certificate of incorporation, any action required or permitted to be taken by stockholders for or in connection with any corporate action may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in the state of incorporation by hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. No written consent shall be effective to take the corporate action referred to therein unless written consents signed by a number of stockholders sufficient to take such action are delivered to the corporation in the manner specified in this paragraph within sixty days of the earliest dated consent so delivered.

If action is taken by consent of stockholders and in accordance with the foregoing, there shall be filed with the records of the meetings of stockholders the writing or writings comprising such consent.

If action is taken by less than unanimous consent of stockholders, prompt notice of the taking of such action without a meeting shall be given to those who have not consented in writing and a certificate signed and attested to by the secretary that such notice was given shall be filed with the records of the meetings of stockholders.

In the event that the action which is consented to is such as would have required the filing of a certificate under any provision of the General Corporation Law of the State of Delaware, if such action had been voted upon by the stockholders at a meeting thereof, the certificate filed under such provision shall state, in lieu of any statement required by such provision concerning a vote of stockholders, that written consent has been given under Section 228 of said General Corporation Law and that written notice has been given as provided in such Section 228.

2.8. Proxy Representation. Every stockholder may authorize another person or persons to act for him by proxy in all matters in which a stockholder is entitled to participate, whether by waiving notice of any

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meeting, objecting to or voting or participating at a meeting, or expressing consent or dissent without a meeting. Every proxy must be signed by the stockholder or by his attorney-in-fact. No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally. The authorization of a proxy may but need not be limited to specified action, provided, however, that if a proxy limits its authorization to a meeting or meetings of stockholders, unless otherwise specifically provided such proxy shall entitle the holder thereof to vote at any adjourned session but shall not be valid after the final adjournment thereof.

2.9. Inspectors. The directors or the person presiding at the meeting may, and shall if required by applicable law, appoint one or more inspectors of election and any substitute inspectors to act at the meeting or any adjournment thereof. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspectors shall make a report in writing of any challenge, question or matter determined by them and execute a certificate of any fact found by them.

2.10. List of Stockholders. The secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in his name. The stock ledger shall be the only evidence as to who are stockholders entitled to examine such list or to vote in person or by proxy at such meeting.

Section 3. BOARD OF DIRECTORS

3.1. Number. The corporation shall have one or more directors, the number shall be consistent with applicable law and shall be determined from time to time by vote of a majority of the directors then in office. No director need be a stockholder.

3.2. Tenure. Each director shall hold office until the next annual meeting and until his successor is elected and qualified, or until he sooner dies, resigns, is removed or becomes disqualified.

3.3. Powers. The business and affairs of the corporation shall be managed by or under the direction of the board of directors who shall have and may exercise all the powers of the corporation and do all such lawful acts and things as are not by law, the certificate of incorporation or these by-laws directed or required to be exercised or done by the stockholders.

3.4. Vacancies. Vacancies and any newly created directorships resulting from any increase in the number of directors may be filled by vote of the holders of the particular class or series of stock entitled to elect such director at a meeting called for the purpose, or by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, in each case elected by the particular class or series of stock entitled to elect such directors. When one or more directors shall resign from the board, effective at a future date, a majority of the directors then in office, including those who have resigned, who were elected by the particular class or series of stock entitled to elect such resigning director or directors shall have power to fill such vacancy or vacancies, the vote or action by writing

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thereon to take effect when such resignation or resignations shall become effective. The directors shall have and may exercise all their powers notwithstanding the existence of one or more vacancies in their number, subject to any requirements of law or of the certificate of incorporation or of these by-laws as to the number of directors required for a quorum or for any vote or other actions.

3.5. Committees. The board of directors may, by vote of a majority of the whole board, (a) designate, change the membership of or terminate the existence of any committee or committees, each committee to consist of one or more of the directors; (b) designate one or more directors as alternate members of any such committee who may replace any absent or disqualified member at any meeting of the committee; and (c) determine the extent to which each such committee shall have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation, including the power to authorize the seal of the corporation to be affixed to all papers which require it and the power and authority to declare dividends or to authorize the issuance of stock; excepting, however, such powers which by law, by the certificate of incorporation or by these by-laws they are prohibited from so delegating. In the absence or disqualification of any member of such committee and his alternate, if any, the member or members thereof present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Except as the board of directors may otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by the board or such rules, its business shall be conducted as nearly as may be in the same manner as is provided by these by-laws for the conduct of business by the board of directors. Each committee shall keep regular minutes of its meetings and report the same to the board of directors upon request.

3.6. Regular Meetings. Regular meetings of the board of directors may be held without call or notice at such places within or without the State of Delaware and at such times as the board may from time to time determine, provided that notice of the first regular meeting following any such determination shall be given to absent directors. A regular meeting of the directors may be held without call or notice immediately after and at the same place as the annual meeting of stockholders.

3.7. Special Meetings. Special meetings of the board of directors may be held at any time and at any place within or without the state of incorporation designated in the notice of the meeting, when called by the chairman of the board, if any, the president, or by one-third or more in number of the directors, reasonable notice thereof being given to each director by the secretary or by the chairman of the board, if any, the president or any one of the directors calling the meeting.

3.8. Notice. It shall be reasonable and sufficient notice to a director to send notice by mail or overnight courier at least forty-eight hours or by telegram at least twenty-four hours before the meeting addressed to him at his usual or last known business or residence address or to give notice to him in person or by telephone at least twenty-four hours before the meeting. Notice of a meeting need not be given to any director if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. Neither notice of a meeting nor a waiver of a notice need specify the purposes of the meeting.

3.9. Quorum. Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, at any meeting of the directors a majority of the directors then in office shall constitute a quorum; a quorum shall not in any case be less than one-third of the total number of directors constituting the whole board. Any meeting may be adjourned from time to time by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

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3.10. Action by Vote. Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, when a quorum is present at any meeting the vote of a majority of the directors present shall be the act of the board of directors.

3.11. Action Without a Meeting. Any action required or permitted to be taken at any meeting of the board of directors or a committee thereof may be taken without a meeting if all the members of the board or of such committee, as the case may be, consent thereto in writing, and such writing or writings are filed with the records of the meetings of the board or of such committee. Such consent shall be treated for all purposes as the act of the board or of such committee, as the case may be.

3.12. Participation in Meetings by Conference Telephone. Members of the board of directors, or any committee designated by such board, may participate in a meeting of such board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other or by any other means permitted by law. Such participation shall constitute presence in person at such meeting.

3.13. Compensation. In the discretion of the board of directors, each  director may be paid such fees for his services as director and be reimbursed for his reasonable expenses incurred in the performance of his duties as director as the board of directors from time to time may determine. Nothing contained in this section shall be construed to preclude any director from serving the corporation in any other capacity and receiving reasonable compensation therefor.

3.14. Interested Directors and Officers.

(a) No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of the corporation’s directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if:

(1) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or

(2) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or

(3) The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the board of directors, a committee thereof, or the stockholders.

(b) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes the contract or transaction.

Section 4. OFFICERS AND AGENTS

4.1. Enumeration; Qualification. The officers of the corporation shall be a president, a treasurer, a secretary and such other officers, if any, as the board of directors from time to time may in its discretion elect or appoint including without limitation a chairman of the board, one or more vice presidents and a controller. The corporation may also have such agents, if any, as the board of directors from time to time

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may in its discretion choose. Any officer may be but none need be a director or stockholder. Any two or more offices may be held by the same person. Any officer may be required by the board of directors to secure the faithful performance of his duties to the corporation by giving bond in such amount and with sureties or otherwise as the board of directors may determine.

4.2. Powers. Subject to law, to the certificate of incorporation and to the other provisions of these by-laws, each officer shall have, in addition to the duties and powers herein set forth, such duties and powers as are commonly incident to his office and such additional duties and powers as the board of directors may from time to time designate.

4.3. Election. The officers may be elected by the board of directors at their first meeting following the annual meeting of the stockholders or at any other time. At any time or from time to time the directors may delegate to any officer their power to elect or appoint any other officer or any agents.

4.4. Tenure. Each officer shall hold office until his respective successor is chosen and qualified unless a shorter period shall have been specified by the terms of his election or appointment, or in each case until he sooner dies, resigns, is removed or becomes disqualified. Each agent shall retain his authority at the pleasure of the directors, or the officer by whom he was appointed or by the officer who then holds agent appointive power.

4.5. Chairman of the Board of Directors, President and Vice President. The chairman of the board, if any, shall have such duties and powers as shall be designated from time to time by the board of directors. Unless the board of directors otherwise specifies, the chairman of the board, or if there is none the chief executive officer, shall preside, or designate the person who shall preside, at all meetings of the stockholders and of the board of directors.

Unless the board of directors otherwise specifies, the president shall be the chief executive officer and shall have direct charge of all business operations of the corporation and, subject to the control of the directors, shall have general charge and supervision of the business of the corporation.

Any vice presidents shall have such duties and powers as shall be set forth in these by-laws or as shall be designated from time to time by the board of directors or by the president.

4.6. Treasurer and Assistant Treasurers. Unless the board of directors otherwise specifies, the treasurer shall be in charge of the corporation’s funds and valuable papers, and shall have such other duties and powers as may be designated from time to time by the board of directors or by the president. If no controller is elected, the treasurer shall, unless the board of directors otherwise specifies, also have the duties and powers of the controller. Any assistant treasurers shall have such duties and powers as shall be designated from time to time by the board of directors, the president or the treasurer.

4.7. Controller and Assistant Controllers. If a controller is elected, he shall, unless the board of directors otherwise specifies, be in charge of its books of account and accounting records, and of its accounting procedures. He shall have such other duties and powers as may be designated from time to time

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by the board of directors, the president or the treasurer. Any assistant controller shall have such duties and powers as shall be designated from time to time by the board of directors, the president, the treasurer or the controller.

4.8. Secretary and Assistant Secretaries. The secretary shall record all proceedings of the stockholders, of the board of directors and of committees of the board of directors in a book or series of books to be kept therefor and shall file therein all actions by written consent of stockholders or directors. In the absence of the secretary from any meeting, an assistant secretary, or if there be none or he is absent, a temporary secretary chosen at the meeting, shall record the proceedings thereof. Unless a transfer agent has been appointed the secretary shall keep or cause to be kept the stock and transfer records of the corporation, which shall contain the names and record addresses of all stockholders and the number of shares registered in the name of each stockholder. He shall have such other duties and powers as may from time to time be designated by the board of directors or the president. Any assistant secretaries shall have such duties and powers as shall be designated from time to time by the board of directors, the president or the secretary.

Section 5. RESIGNATIONS AND REMOVALS

5.1. Any director or officer may resign at any time by delivering his resignation in writing to the chairman of the board, if any, the president, or the secretary or to a meeting of the board of directors. Such resignation shall be effective upon receipt unless specified to be effective at some other time, and without in either case the necessity of its being accepted unless the resignation shall so state. A director (including persons elected by stockholders or directors to fill vacancies in the board) may be removed from office with or without cause by the vote of the holders of a majority of the issued and outstanding shares of the particular class or series entitled to vote in the election of such director. The board of directors may at any time remove any officer either with or without cause. The board of directors may at any time terminate or modify the authority of any agent.

Section 6. VACANCIES

6.1. If the office of the president or the treasurer or the secretary becomes vacant, the directors may elect a successor by vote of a majority of the directors then in office. If the office of any other officer becomes vacant, any person or body empowered to elect or appoint that officer may choose a successor. Each such successor shall hold office for the unexpired term, and in the case of the president, the treasurer and the secretary until his successor is chosen and qualified or in each case until he sooner dies, resigns, is removed or becomes disqualified. Any vacancy of a directorship shall be filled as specified in Section 3.4 of these by-laws.

Section 7. CAPITAL STOCK

7.1. Stock Certificates. Each stockholder shall be entitled to a certificate stating the number and the class and the designation of the series, if any, of the shares held by him, in such form as shall, in conformity to law, the certificate of incorporation and the by-laws, be prescribed from time to

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time by the board of directors. Such certificate shall be signed by the chairman or vice chairman of the board, or the president or a vice president and by the treasurer or an assistant treasurer or by the secretary or an assistant secretary. Any of or all the signatures on the certificate may be a facsimile. In case an officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the time of its issue.

7.2. Loss of Certificates. In the case of the alleged theft, loss, destruction or mutilation of a certificate of stock, a duplicate certificate may be issued in place thereof, upon such terms, including receipt of a bond sufficient to indemnify the corporation against any claim on account thereof, as the board of directors may prescribe.

Section 8. TRANSFER OF SHARES OF STOCK

8.1. Transfer on Books. Subject to the restrictions, if any, stated or noted on the stock certificate, shares of stock may be transferred on the books of the corporation by the surrender to the corporation or its transfer agent of the certificate therefor properly endorsed or accompanied by a written assignment and power of attorney properly executed, with necessary transfer stamps affixed, and with such proof of the authenticity of signature as the board of directors or the transfer agent of the corporation may reasonably require. Except as may be otherwise required by law, by the certificate of incorporation or by these by-laws, the corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to receive notice and to vote or to give any consent with respect thereto and to be held liable for such calls and assessments, if any, as may lawfully be made thereon, regardless of any transfer, pledge or other disposition of such stock until the shares have been properly transferred on the books of the corporation.

It shall be the duty of each stockholder to notify the corporation of his post office address.

8.2. Record Date. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no such record date is fixed by the board of directors, the record date for determining the stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

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In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no such record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the state of incorporation hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. If no record date has been fixed by the board of directors and prior action by the board of directors is required by applicable law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such payment, exercise or other action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of

directors adopts the resolution relating thereto.

Section 9. CORPORATE SEAL

9.1. Subject to alteration by the directors, the seal of the corporation shall consist of a flat-faced circular die with the word “Delaware” and the name of the corporation cut or engraved thereon, together with such other words, dates or images as may be approved from time to time by the directors.

Section 10. EXECUTION OF PAPERS

10.1. Except as the board of directors may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts or other obligations made, accepted or endorsed by the corporation shall be signed by the chairman of the board, if any, the president, a vice president or the treasurer.

Section 11. FISCAL YEAR

11.1. The fiscal year of the corporation shall end on the 31st of December.

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Section 12. AMENDMENTS

12.1. These by-laws may be adopted, amended or repealed by vote of a majority of the directors then in office or by vote of a majority of the stock outstanding and entitled to vote. Any by-law, whether adopted, amended or repealed by the stockholders or directors, may be amended or reinstated by the stockholders or the directors.

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EX-3.41

Exhibit 3.41

CERTIFICATE OF CHANGE OF REGISTERED AGENT

AND

REGISTERED OFFICE

* * * * *

American Medical Response of Illinois, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

The present registered agent of the corporation is Corporation Service Company and the present registered office of the corporation is in the county of New Castle.

The Board of Directors of American Medical Response of Illinois, Inc., adopted the following resolution on the 1st day of September, 1996.

Resolved, that the registered office of American Medical Response of Illinois, Inc. in the state of Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, and the authorization of the present registered agent of this corporation be and the same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby constituted and appointed the registered agent of this corporation at the address of its registered office.

IN WITNESS WHEREOF, American Medical Response of Illinois, Inc. has caused this statement to be signed by William George, its Vice President this 1st day of September, 1996.

By:	/s/ William George
	William George
	Vice President

CERTIFICATE OF MERGER

OF

MVA ACQUISITION, INC.

INTO

AMERICAN MEDICAL RESPONSE

OF ILLINOIS, INC.

(Pursuant to Section 251 of the General Corporation Law of Delaware)

American Medical Response of Illinois, Inc., DOES HEREBY CERTIFY:

FIRST: That the names and states of incorporation of each of the constituent corporations of the merger are as follows:

NAME	STATE OF INCORPORATION
American Medical Response of Illinois, Inc.	Delaware
MVA Acquisition, Inc.	Delaware

SECOND: That an agreement of merger between the parties to the merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with requirements of Section 251 of the General Corporation Law of the State of Delaware.

THIRD: The surviving corporation of the merger is American Medical Response of Illinois, Inc., a Delaware corporation.

FOURTH: That the Certificate of Incorporation of American Medical Response of Illinois, Inc. shall continue unaffected and unimpaired by the merger and shall continue as the Certificate of Incorporation of the surviving corporation.

FIFTH: That the executed agreement of merger is on file at the principal executive office of the surviving corporation. The address of said principal executive office is 555 High Grove Boulevard, Glendale Heights, Illinois 60139.

SIXTH: That a copy of the agreement of merger will be furnished on request and without cost to any stockholder of any constituent corporation.

IN WITNESS WHEREOF, American Medical Response of Illinois, Inc. has caused this Certificate to be signed by Mark Vandenberg, its President, and attested by Ronald M. Levenson, its Assistant Secretary, this 31 day of August, 1995.

By:	/s/ Mark Vandenberg
	President
ATTEST:		/s/ Ronald Levenson
		Assistant Secretary

CERTIFICATE OF MERGER

OF

AMSERV ACQUISITION, INC.

INTO

AMERICAN MEDICAL RESPONSE

OF ILLINOIS, INC.

(Pursuant to Section 251 of the General Corporation Law of Delaware)

American Medical Response of Illinois, Inc., DOES HEREBY CERTIFY:

FIRST: That the names and states of incorporation of each of the constituent corporations of the merger are as follows:

NAME	STATE OF INCORPORATION
American Medical Response of Illinois, Inc.	Delaware
Amserv Acquisition, Inc.	Delaware

SECOND: That an agreement of merger between the parties to the merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with requirements of Section 251 of the General Corporation Law of the State of Delaware.

THIRD: The surviving corporation of the merger is American Medical Response of Illinois, Inc., a Delaware corporation.

FOURTH: That the Certificate of Incorporation of American Medical Response of Illinois, Inc. shall continue unaffected and unimpaired by the merger and shall continue as the Certificate of Incorporation of the surviving corporation.

FIFTH: That the executed agreement of merger is on file at the principal executive offices of the surviving corporation. The address of said principal executive offices is 555 High Grove Boulevard, Glendale Heights, Illinois 60139.

SIXTH: That a copy of the agreement of merger will be furnished on request and without cost to any stockholder of any constituent corporation.

IN WITNESS WHEREOF, American Medical Response of Illinois, Inc., has caused this Certificate to be signed by Dominic J. Puopolo, its President and attested by Ronald Levenson, its Assistant Secretary, this 3rd day of March, 1995.

By:	/s/ Dominic J. Puopolo
	President
ATTEST:		/s/ Ronald Levenson
		Assistant Secretary

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

AMERICAN MEDICAL RESPONSE CENTRAL, INC.

American Medical Response Central, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of said corporation has adopted by written consent the following resolution:

RESOLVED:       That it is advisable and in the best interest of this Corporation that Article 1 of the Certificate of Incorporation of this Corporation be amended to read in its entirety as follows:

“1.The name of this corporation is American Medical Response of Illinois, Inc.”

SECOND: That said amendment has been consented to and authorized by the holder of a majority of the issued and outstanding stock entitled to vote by written consent given in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Section 242 and 218 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said corporation has caused this Certificate to be signed by Dominic J. Puopolo, its President, and attested by Ronald M. Levenson, its Assistant Secretary, this 20 day of October, 1994.

/s/ Dominic J. Puopolo
President
Attested by:	/s/ Ronald M. Levenson
Assistant Secretary

CERTIFICATE OF INCORPORATION

OF

AMERICAN MEDICAL RESPONSE CENTRAL, INC.

1. The name of this corporation is American Medical Response Central, Inc.

2. The registered office of this corporation in the State of Delaware is located at 1013 Centre Road, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is Corporation Service Company.

3. The purpose of this corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

4. The total number of shares of stock that this corporation shall have authority to issue is 3,000 shares of Common Stock, $.01 par value per share. Each share of Common Stock shall be entitled to one vote.

5. The name and mailing address of the incorporator is: William George, One International Place, Boston, MA 02110-2624.

6. Except as provided to the contrary in the provisions establishing a class or series of stock, the amount of the authorized stock of this corporation of any class or classes may be increased or decreased by the affirmative vote of the holders of a majority of the stock of this corporation entitled to vote.

7. The election of directors need not be by ballot unless the by-laws shall so require.

8. In furtherance and not in limitation of the power conferred upon the board of directors by law, the board of directors shall have power to make, adopt, alter, amend and repeal from time to time by-laws of this corporation, subject to the right of the stockholders entitled to vote with respect thereto to alter and repeal by-laws made by the board of directors.

9. A director of this corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent that exculpation from liability is not permitted under the General Corporation Law of the State of Delaware as in effect at the time such liability is determined. No amendment or repeal of this paragraph 9 shall apply to or have any effect on the liability or alleged liability of any director of the corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

10. This corporation shall, to the maximum extent permitted from time to time under the law of the State of Delaware, indemnify and upon request shall advance expenses to any person who is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit, proceeding or claim, whether civil, criminal, administrative or

investigative, by reason of the fact that such person is or was or has agreed to be a director or officer of this corporation or while a director or officer is or was serving at the request of this corporation as a director, officer, partner, trustee, employee or agent of any corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against expenses (including attorney’s fees and expenses), judgments, fines, penalties and amounts paid in settlement incurred in connection with the investigation, preparation to defend or defense of such action, suit, proceeding or claim; provided, however, that the foregoing shall not require this corporation to indemnify or advance expenses to any person in connection with any action, suit, proceeding, claim or counterclaim initiated by or on behalf of such person. Such indemnification shall not be exclusive of other indemnification rights arising under any by-law, agreement, vote of directors or stockholders or otherwise and shall inure to the benefit of the heirs and legal representatives of such person. Any person seeking indemnification under this paragraph 10 shall be deemed to have met the standard of conduct required for such indemnification unless the contrary shall be established. Any repeal or modification of the foregoing provisions of this paragraph 10 shall not adversely affect any right or protection of a director or officer of this corporation with respect to any acts or omissions of such director or officer occurring prior to such repeal or modification.

11. The books of this corporation may (subject to any statutory requirements) be kept outside the State of Delaware as may be designated by the board of directors or in the by-laws of this corporation.

12. If at any time this corporation shall have a class of stock registered pursuant to the provisions of the Securities Exchange Act of 1934, for so long as such class is so registered, any action by the stockholders of such class must be taken at an annual or special meeting of stockholders and may not be taken by written consent.

THE UNDERSIGNED, the sole incorporator named above, hereby certifies that the facts stated above are true as of this 28th day of September, 1994.

/s/ William George

William George, Incorporator

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

AND OF REGISTERED AGENT

OF

AMERICAN MEDICAL RESPONSE OF ILLINOIS, INC.

It is hereby certified that:

1.The name of the corporation (hereinafter called the “corporation”) is:

AMERICAN MEDICAL RESPONSE OF ILLINOIS, INC.

2.The registered office of the corporation within the State of Delaware is hereby changed to 2711 Centerville Road, Suite 400, City of Wilmington 19808, County of New Castle.

3.The registered agent of the corporation within the State of Delaware is hereby changed to Corporation Service Company, the business office of which is identical with the registered office of the corporation as hereby changed.

4.The corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on February 10, 2006

/s/ Randy Owen
Name:	Randy Owen
Title:	Chief Financial Officer & VP

EX-3.42

Exhibit 3.42

BY-LAWS

OF

THE SUBSIDIARIES OF

AMERICAN MEDICAL RESPONSE, INC.

Section 1. LAW, CERTIFICATE OF INCORPORATION AND BY-LAWS

1.1. These by-laws are subject to the certificate of incorporation of the corporation. In these by-laws, references to law, the certificate of incorporation and by-laws mean the law, the provisions of the certificate of incorporation and the by-laws as from time to time in effect.

Section 2. STOCKHOLDERS

2.1. Annual Meeting. The annual meeting of stockholders shall be held at 10:00 am on the second Tuesday in May in each year, unless that day be a legal holiday at the place where the meeting is to be held, in which case the meeting shall be held at the same hour on the next succeeding day not a legal holiday, or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect a board of directors and transact such other business as may be required by law or these by-laws or as may properly come before the meeting.

2.2. Special Meetings. A special meeting of the stockholders may be called at any time by the chairman of the board, if any, the president or the board of directors. A special meeting of the stockholders shall be called by the secretary, or in the case of the death, absence, incapacity or refusal of the secretary, by an assistant secretary or some other officer, upon application of a majority of the directors. Any such application shall state the purpose or purposes of the proposed meeting. Any such call shall state the place, date, hour, and purposes of the meeting.

2.3. Place of Meeting. All meetings of the stockholders for the election of directors or for any other purpose shall be held at such place within or without the state of incorporation as may be determined from time to time by the chairman of the board, if any, the president or the board of directors. Any adjourned session of any meeting of the stockholders shall be held at the place designated in the vote of adjournment.

2.4. Notice of Meetings. Except as otherwise provided by law, a written notice of each meeting of stockholders stating the place, day and hour thereof and, in the case of a special meeting, the purposes for which the meeting is called, shall be given not less then ten nor more than sixty days before the meeting, to each stockholder entitled to vote thereat, and to each stockholder who, by law, by the certificate of incorporation or by these by-laws, is entitled to notice, by leaving such notice with him or at his residence or usual place of business, or by depositing it in the United States mail, postage prepaid, and addressed to such stockholder at his

address as it appears in the records of the corporation. Such notice shall be given by the secretary, or by an officer or person designated by the board of directors, or in the case of a special meeting by the officer calling the meeting. As to any adjourned session of any meeting of stockholders, notice of the adjourned meeting need not be given if the time and place thereof are announced at the meeting at which the adjournment was taken except that if the adjournment is for more than thirty days or if after the adjournment a new record date is set for the adjourned session, notice of any such adjourned session of the meeting shall be given in the manner heretofore described. No notice of any meeting of stockholders or any adjourned session thereof need be given to a stockholder if a written waiver of notice, executed before or after the meeting or such adjourned session by such stockholder, is filed with the records of the meeting or if the stockholder attends such meeting without objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the stockholders or any adjourned session thereof need be specified in any written waiver of notice.

2.5. Quorum of Stockholders. At any meeting of the stockholders a quorum as to any matter shall consist of a majority of the votes entitled to be cast on the matter, except where a larger quorum is required by law, by the certificate of incorporation or by these by-laws. Any meeting may be adjourned from time to time by a majority of the votes properly cast upon the question, whether or not a quorum is present. If a quorum is present at an original meeting, a quorum need not be present at an adjourned session of that meeting. Shares of its own stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of any corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

2.6. Action by Vote. When a quorum is present at any meeting, a plurality of the votes properly cast for election to any office shall elect to such office and a majority of the votes properly cast upon any question other than an election to an office shall decide the question, except when a larger vote is required by law, by the certificate of incorporation or by these by-laws. No ballot shall be required for any election unless requested by a stockholder present or represented at the meeting and entitled to vote in the election.

2.7. Action without Meetings. Unless otherwise provided in the certificate of incorporation, any action required or permitted to be taken by stockholders for or in connection with any corporate action may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in the state of incorporation by hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. No written consent shall be effective to take the corporate action referred to therein unless written consents signed by a number of stockholders sufficient to take such action are delivered to the corporation

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in the manner specified in this paragraph within sixty days of the earliest dated consent so delivered.

If action is taken by consent of stockholders and in accordance with the foregoing, there shall be filed with the records of the meetings of stockholders the writing or writings comprising such consent.

If action is taken by less than unanimous consent of stockholders, prompt notice of the taking of such action without a meeting shall be given to those who have not consented in writing and a certificate signed and attested to by the secretary that such notice was given shall be filed with the records of the meetings of stockholders.

In the event that the action which is consented to is such as would have required the filing of a certificate under any provision of the General Corporation Law of the State of Delaware, if such action had been voted upon by the stockholders at a meeting thereof, the certificate filed under such provision shall state, in lieu of any statement required by such provision concerning a vote of stockholders, that written consent has been given under Section 228 of said General Corporation Law and that written notice has been given as provided in such Section 228.

2.8. Proxy Representation. Every stockholder may authorize another person or persons to act for him by proxy in all matters in which a stockholder is entitled to participate, whether by waiving notice of any meeting, objecting to or voting or participating at a meeting, or expressing consent or dissent without a meeting. Every proxy must be signed by the stockholder or by his attorney-in-fact. No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally. The authorization of a proxy may but need not be limited to specified action, provided, however, that if a proxy limits its authorization to a meeting or meetings of stockholders, unless otherwise specifically provided such proxy shall entitle the holder thereof to vote at any adjourned session but shall not be valid after the final adjournment thereof.

2.9. Inspectors. The directors or the person presiding at the meeting may, and shall if required by applicable law, appoint one or more inspectors of election and any substitute inspectors to act at the meeting or any adjournment thereof. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspectors shall make a report in writing of any challenge, question or matter determined by them and execute a certificate of any fact found by them.

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2.10. List of Stockholders. The secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in his name. The stock ledger shall be the only evidence as to who are stockholders entitled to examine such list or to vote in person or by proxy at such meeting.

Section 3. BOARD OF DIRECTORS

3.1. Number. The corporation shall have one or more directors, the number shall be consistent with applicable law and shall be determined from time to time by vote of a majority of the directors then in office. No director need be a stockholder.

3.2. Tenure. Each director shall hold office until the next annual meeting and until his successor is elected and qualified, or until he sooner dies, resigns, is removed or becomes disqualified.

3.3. Powers. The business and affairs of the corporation shall be managed by or under the direction of the board of directors who shall have and may exercise all the powers of the corporation and do all such lawful acts and things as are not by law, the certificate of incorporation or these by-laws directed or required to be exercised or done by the stockholders.

3.4. Vacancies. Vacancies and any newly created directorships resulting from any increase in the number of directors may be filled by vote of the holders of the particular class or series of stock entitled to elect such director at a meeting called for the purpose, or by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, in each case elected by the particular class or series of stock entitled to elect such directors. When one or more directors shall resign from the board, effective at a future date, a majority of the directors then in office, including those who have resigned, who were elected by the particular class or series of stock entitled to elect such resigning director or directors shall have power to fill such vacancy or vacancies, the vote or action by writing thereon to take effect when such resignation or resignations shall become effective. The directors shall have and may exercise all their powers notwithstanding the existence of one or more vacancies in their number, subject to any requirements of law or of the certificate of incorporation or of these by-laws as to the number of directors required for a quorum or for any vote or other actions.

3.5. Committees. The board of directors may, by vote of a majority of the whole board, (a) designate, change the membership of or terminate the existence of any committee or committees, each committee to consist of one or more of the directors; (b) designate one or more directors as alternate members of any such committee who may replace any absent or disqualified member at any meeting of the committee; and (c) determine the extent to which each such committee shall have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation, including the power to authorize the seal of the corporation to be affixed to all papers which require it and the power and authority to declare dividends or to authorize the issuance of stock; excepting, however, such powers which by law, by the certificate of incorporation or by these by-laws they are prohibited from so delegating. In the absence or disqualification of any member of such committee and his alternate, if any, the member or members thereof present at any meeting and not

4

disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Except as the board of directors may otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by the board or such rules, its business shall be conducted as nearly as may be in the same manner as is provided by these by-laws for the conduct of business by the board of directors. Each committee shall keep regular minutes of its meetings and report the same to the board of directors upon request.

3.6. Regular Meetings. Regular meetings of the board of directors may be held without call or notice at such places within or without the State of Delaware and at such times as the board may from time to time determine, provided that notice of the first regular meeting following any such determination shall be given to absent directors. A regular meeting of the directors may be held without call or notice immediately after and at the same place as the annual meeting of stockholders.

3.7. Special Meetings. Special meetings of the board of directors may be held at any time and at any place within or without the state of incorporation designated in the notice of the meeting, when called by the chairman of the board, if any, the president, or by one-third or more in number of the directors, reasonable notice thereof being given to each director by the secretary or by the chairman of the board, if any, the president or any one of the directors calling the meeting.

3.8. Notice. It shall be reasonable and sufficient notice to a director to send notice by mail or overnight courier at least forty-eight hours or by telegram at least twenty-four hours before the meeting addressed to him at his usual or last known business or residence address or to give notice to him in person or by telephone at least twenty-four hours before the meeting. Notice of a meeting need not be given to any director if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. Neither notice of a meeting nor a waiver of a notice need specify the purposes of the meeting.

3.9. Quorum. Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, at any meeting of the directors a majority of the directors then in office shall constitute a quorum; a quorum shall not in any case be less than one-third of the total number of directors constituting the whole board. Any meeting may be adjourned from time to time by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

3.10. Action by Vote. Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, when a quorum is present at any meeting the vote of a majority of the directors present shall be the act of the board of directors.

3.11. Action Without a Meeting. Any action required or permitted to be taken at any meeting of the board of directors or a committee thereof may be taken without a meeting if all the members of the board or of such committee, as the case may be, consent thereto in writing, and such writing or writings are filed with the records of the meetings of the board or of such

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committee. Such consent shall be treated for all purposes as the act of the board or of such committee, as the case may be.

3.12. Participation in Meetings by Conference Telephone. Members of the board of directors, or any committee designated by such board, may participate in a meeting of such board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other or by any other means permitted by law. Such participation shall constitute presence in person at such meeting.

3.13. Compensation. In the discretion of the board of directors, each director may be paid such fees for his services as director and be reimbursed for his reasonable expenses incurred in the performance of his duties as director as the board of directors from time to time may determine.

Nothing contained in this section shall be construed to preclude any director from serving the corporation in any other capacity and receiving reasonable compensation therefor.

3.14. Interested Directors and Officers.

(a) No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of the corporation’s directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if:

(1) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or

(2) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or

(3) The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the board of directors, a committee thereof, or the stockholders.

(b) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes the contract or transaction.

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Section 4. OFFICERS AND AGENTS

4.1. Enumeration; Qualification. The officers of the corporation shall be a president, a treasurer, a secretary and such other officers, if any, as the board of directors from time to time may in its discretion elect or appoint including without limitation a chairman of the board, one or more vice presidents and a controller. The corporation may also have such agents, if any, as the board of directors from time to time may in its discretion choose. Any officer may be but none need be a director or stockholder. Any two or more offices may be held by the same person. Any officer may be required by the board of directors to secure the faithful performance of his duties to the corporation by giving bond in such amount and with sureties or otherwise as the board of directors may determine.

4.2. Powers. Subject to law, to the certificate of incorporation and to the other provisions of these by-laws, each officer shall have, in addition to the duties and powers herein set forth, such duties and powers as are commonly incident to his office and such additional duties and powers as the board of directors may from time to time designate.

4.3. Election. The officers may be elected by the board of directors at their first meeting following the annual meeting of the stockholders or at any other time. At any time or from time to time the directors may delegate to any officer their power to elect or appoint any other officer or any agents.

4.4. Tenure. Each officer shall hold office until his respective successor is chosen and qualified unless a shorter period shall have been specified by the terms of his election or appointment, or in each case until he sooner dies, resigns, is removed or becomes disqualified. Each agent shall retain his authority at the pleasure of the directors, or the officer by whom he was appointed or by the officer who then holds agent appointive power.

4.5. Chairman of the Board of Directors, President and Vice President. The chairman of the board, if any, shall have such duties and powers as shall be designated from time to time by the board of directors. Unless the board of directors otherwise specifies, the chairman of the board, or if there is none the chief executive officer, shall preside, or designate the person who shall preside, at all meetings of the stockholders and of the board of directors.

Unless the board of directors otherwise specifies, the president shall be the chief executive officer and shall have direct charge of all business operations of the corporation and, subject to the control of the directors, shall have general charge and supervision of the business of the corporation.

Any vice presidents shall have such duties and powers as shall be set forth in these by-laws or as shall be designated from time to time by the board of directors or by the president.

4.6. Treasurer and Assistant Treasurers. Unless the board of directors otherwise specifies, the treasurer shall be in charge of the corporation’s funds and valuable papers, and shall have such other duties and powers as may be designated from time to time by the board of directors or by the president. If no controller is elected, the treasurer shall, unless the board of directors otherwise specifies, also have the duties and powers of the controller. Any assistant

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treasurers shall have such duties and powers as shall be designated from time to time by the board of directors, the president or the treasurer.

4.7. Controller and Assistant Controllers. If a controller is elected, he shall, unless the board of directors otherwise specifies, be in charge of its books of account and accounting records, and of its accounting procedures. He shall have such other duties and powers as may be designated from time to time by the board of directors, the president or the treasurer. Any assistant controller shall have such duties and powers as shall be designated from time to time by the board of directors, the president, the treasurer or the controller.

4.8. Secretary and Assistant Secretaries. The secretary shall record all proceedings of the stockholders, of the board of directors and of committees of the board of directors in a book or series of books to be kept therefor and shall file therein all actions by written consent of stockholders or directors. In the absence of the secretary from any meeting, an assistant secretary, or if there be none or he is absent, a temporary secretary chosen at the meeting, shall record the proceedings thereof. Unless a transfer agent has been appointed the secretary shall keep or cause to be kept the stock and transfer records of the corporation, which shall contain the names and record addresses of all stockholders and the number of shares registered in the name of each stockholder. He shall have such other duties and powers as may from time to time be designated by the board of directors or the president. Any assistant secretaries shall have such duties and powers as shall be designated from time to time by the board of directors, the president or the secretary.

Section 5. RESIGNATIONS AND REMOVALS

5.1. Any director or officer may resign at any time by delivering his resignation in writing to the chairman of the board, if any, the president, or the secretary or to a meeting of the board of directors. Such resignation shall be effective upon receipt unless specified to be effective at some other time, and without in either case the necessity of its being accepted unless the resignation shall so state. A director (including persons elected by stockholders or directors to fill vacancies in the board) may be removed from office with or without cause by the vote of the holders of a majority of the issued and outstanding shares of the particular class or series entitled to vote in the election of such director. The board of directors may at any time remove any officer either with or without cause. The board of directors may at any time terminate or modify the authority of any agent.

Section 6. VACANCIES

6.1. If the office of the president or the treasurer or the secretary becomes vacant, the directors may elect a successor by vote of a majority of the directors then in office. If the office of any other officer becomes vacant, any person or body empowered to elect or appoint that officer may choose a successor. Each such successor shall hold office for the unexpired term, and in the case of the president, the treasurer and the secretary until his successor is chosen and qualified or in each case until he sooner dies, resigns, is removed or becomes disqualified. Any vacancy of a directorship shall be filled as specified in Section 3.4 of these by-laws.

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Section 7. CAPITAL STOCK

7.1. Stock Certificates. Each stockholder shall be entitled to a certificate stating the number and the class and the designation of the series, if any, of the shares held by him, in such form as shall, in conformity to law, the certificate of incorporation and the by-laws, be prescribed from time to time by the board of directors. Such certificate shall be signed by the chairman or vice chairman of the board, or the president or a vice president and by the treasurer or an assistant treasurer or by the secretary or an assistant secretary. Any of or all the signatures on the certificate may be a facsimile. In case an officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the time of its issue.

7.2. Loss of Certificates. In the case of the alleged theft, loss, destruction or mutilation of a certificate of stock, a duplicate certificate may be issued in place thereof, upon such terms, including receipt of a bond sufficient to indemnify the corporation against any claim on account thereof, as the board of directors may prescribe.

Section 8. TRANSFER OF SHARES OF STOCK

8.1. Transfer on Books. Subject to the restrictions, if any, stated or noted on the stock certificate, shares of stock may be transferred on the books of the corporation by the surrender to the corporation or its transfer agent of the certificate therefor properly endorsed or accompanied by a written assignment and power of attorney properly executed, with necessary transfer stamps affixed, and with such proof of the authenticity of signature as the board of directors or the transfer agent of the corporation may reasonably require. Except as may be otherwise required by law, by the certificate of incorporation or by these by-laws, the corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to receive notice and to vote or to give any consent with respect thereto and to be held liable for such calls and assessments, if any, as may lawfully be made thereon, regardless of any transfer, pledge or other disposition of such stock until the shares have been properly transferred on the books of the corporation.

It shall be the duty of each stockholder to notify the corporation of his post office address.

8.2. Record Date. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no such record date is fixed by the board of directors, the record date for determining the stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment

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of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no such record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the state of incorporation hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. If no record date has been fixed by the board of directors and prior action by the board of directors is required by applicable law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such payment, exercise or other action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

Section 9. CORPORATE SEAL

9.1. Subject to alteration by the directors, the seal of the corporation shall consist of a flat-faced circular die with the word “Delaware” and the name of the corporation cut or engraved thereon, together with such other words, dates or images as may be approved from time to time by the directors.

Section 10. EXECUTION OF PAPERS

10.1. Except as the board of directors may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts or other obligations made, accepted or endorsed by the corporation shall be signed by the chairman of the board, if any, the president, a vice president or the treasurer.

Section 11. FISCAL YEAR

11.1. The fiscal year of the corporation shall end on the 31st of December.

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Section 12. AMENDMENTS

12.1. These by-laws may be adopted, amended or repealed by vote of a majority of the directors then in office or by vote of a majority of the stock outstanding and entitled to vote. Any by-law, whether adopted, amended or repealed by the stockholders or directors, may be amended or reinstated by the stockholders or the directors.

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EX-3.43

Exhibit 3.43

ARTICLES OF INCORPORATION

COURTESY SERVICES OF SAN BERNARDINO, INC.

—o0o—

WE, DONALD MAC RICE, MARJORIE MAE RICE, and DONALD STEVEN RICE, having associated ourselves together for the purposes of incorporating under the Statutes of the State of California, now execute this document, which shall constitute the Articles of Incorporation of COURTESY SERVICES OF SAN BERNARDINO, INC.

ARTICLE I:

NAME:

The name of this corporation shall be COURTESY SERVICES OF SAN BERNARDINO, INC.

ARTICLE II:

SPECIFIC OBJECTS AND PURPOSES:

The specific business in which this corporation proposes primarily and initially to engage is that of transportation and services for the sick.

ARTICLE III:

In addition to the specific objects and purposes, as set forth in ARTICLE II above, this corporation intends to engage in the general business of, and the powers with which it is vested, are:

(a) To engage in general transportation services, purchases and sales of sickroom supplies and sickroom services;

(b) To engage in any business related or unrelated to those described in ARTICLE II, and from time to time authorized or approved by the Board of Directors of this corporation;

(c) To act as partner or joint venturer or in any other legal capacity in any transaction;

(d) To do business anywhere in the world;

(e) To have and exercise all rights and powers from time to time granted to a corporation by law;

(f) To purchase, apply for, and otherwise acquire, sell, transfer, and otherwise dispose of, mortgage, and otherwise encumber franchises, easements, rights, privileges, licenses, trade-marks, trade names, patents, inventions, improvements and processes;

(g) To purchase, lease from others, and otherwise acquire, sell, convey, transfer, lease to others, and otherwise dispose of, mortgage, or otherwise encumber, real or personal property;

(h) To borrow and loan money in connection with the foregoing purposes with or without security therefor; to execute notes, bonds, and all other obligations for money borrowed, property purchased, or otherwise acquired, by this corporation, labor done, or services performed for this corporation, or any lawful purposes, and to secure the payment of the principal and interest of said notes, bonds, or other obligations by mortgage, pledge, hypothecation, deed of trust, or otherwise, of any or all property owned or which may be acquired by this corporation; and generally to transact and carry on any other business, and to exercise any other powers which may be necessary, proper, or convenient, to be carried on or exercised in connection with any of the foregoing purposes or incident thereto;

(i) In general, to carry on any other lawful business whatsoever in connection with the foregoing, for which it is calculated, directly or indirectly, to promote the interests of the corporation or to enhance the value of its properties.

This corporation from time to time may do any one or more of the acts and things, or carry out any one or more of the purposes herein set forth, and may transact business in the State of California, in other states, in the District of Columbia, in the districts, dependencies and colonies of the United States, and in foreign countries.

ARTICLES IV:

CAPITAL STOCK AND VOTING RIGHTS

The total number of shares of stock which this corporation shall have authority to issue is 20,000 shares; that said shares shall be non-assessible; that the par value of each share is $10.00; that the aggregate par value of all shares is $200,000.00.

The shares of this corporation shall be classified as common shares only and shall have full voting rights, viz., one vote to each share.

ARTICLE V:

DURATION

The corporation shall have perpetual existence.

ARTICLE VI:

NUMBER OF DIRECTORS

The number of directors of this corporation shall be three (3) and the names and addresses of the persons who were appointed to act as the first directors are:

Name	Address
Donald Mac Rice	338 West 7th Street
	San Bernardino, California

Marjorie Mae Rice	338 West 7th Street
	San Bernardino, California
Donald Steven Rice	338 West 7th Street
	San Bernardino, California

Vacancies on the Board of Directors, however, created, may be filled by the surviving members thereof.

Pre-emptive rights are hereby granted to the shareholders of the corporation.

Cumulative voting shall be allowed in the election of directors of this corporation by the stockholders.

ARTICLE VII:

OFFICE AND PLACE OF BUSINESS

The principal office for the transaction of the business of this corporation shall be maintained in the County of San Bernardino, State of California. The Board of Directors, may, however, from time to time, establish such other offices, branches, subsidiaries or divisions in such other place or places as they may deem advisable.

ARTICLE VIII:

SALE OR TRANSFER OF SHARES:

(a) Before there can be a valid sale or transfer of any of the shares of the corporation by any holder thereof, he shall first offer said shares to the corporation and then to the other holders of common shares in the following manner:

(1) Such offering shareholder shall deliver a notice in writing by mail or otherwise to the secretary of the corporation stating the price, terms and conditions of such proposed sale or transfer, the number of shares to be sold or transferred, and his intention so to sell or transfer such shares. Within five (5) days thereafter, the corporation shall have the prior right to purchase all of said shares at the expiration of said five (5) day period, or prior thereto,

upon the determination of the corporation to purchase none or only a portion of such shares so offered, the secretary of the corporation shall, within five (5) days thereafter, mail or deliver to each of the other shareholders a notice setting forth the particulars concerning said shares not so purchased by the corporation described in the notice received from the offering shareholder. The other shareholders shall have the right to purchase all of the shares specified in said secretary’s notice by delivery to the secretary by mail or otherwise a written offer or offers to purchase all or any specified number of such shares upon the terms so described in the secretary’s notice if such offer or offers are so delivered to the secretary within ten (10) days after mailing or delivering such secretary’s notice to other shareholders. If the total number of shares specified in such offers so received within such period by the secretary exceeds the number of shares referred to in such secretary’s notice, each offering shareholder shall be entitled to purchase such proportion of the shares referred to in said notice to the secretary as the number of shares held by all such shareholders desiring to purchase the shares referred to in said notice to the secretary.

(2) If all of the shares referred to in said notice to the secretary are not disposed of under such apportionment, each shareholder desiring to purchase shares in a number in excess of his proportionate share, as provided above, shall be entitled to purchase such proportion of those shares which remain thus undisposed of, as the total number of shares which he holds bears to the total number of shares held by all of the shareholders desiring to purchase shares in excess of those to which they are entitled under such apportionment.

(3) If none or only a part of the shares referred to in said notice to the secretary is purchased, as aforesaid, by the corporation or in accordance with offers made by other shareholders within said ten (10) day period, the shareholder desiring to sell or transfer may dispose of all shares of stock referred to in said notice to the secretary not so purchased by

the corporation or by the other shareholders, to any person or persons he may so desire; provided, however, that he shall not sell or transfer such shares at a lower price or on terms more favorable to the purchaser or transferee than those specified in said notice to the secretary.

(4) Within the limitations herein provided, this corporation may purchase the shares of this corporation from any offering shareholder, provided, however, that at no time shall this corporation be permitted to purchase all of its outstanding voting shares. Any sale or transfer or purported sale or transfer of the shares of the corporation shall be null and void unless the terms, conditions and provisions of this Article are strictly observed and followed.

(b) Each shareholder of this’ corporation shall be entitled to full pre-emptive or preferential rights, as such rights are defined by law, to subscribe for or purchase his proportional part of any shares which may be issued at any time by this corporation.

IN WITNESS WHEREOF, the undersigned and above named incorporators of this corporation have executed these Articles of Incorporation on this 18th day of June, 1962.

/s/ Donald Mac Rice

Donald Mac Rice

/s/ Marjorie Mae Rice

Marjorie Mae Rice

/s/ Donald Steven Rice

Donald Steven Rice

STATE OF CALIFORNIA	)
	) ss.
COUNTY OF SAN BERNARDINO	)

On this 18th day of June, 1962, before me, the undersigned, a Notary public in and for said County and State, personally appeared DONALD MAC RICE, MARJORIE MAE RICE, and DONALD STEVEN RICE, known to me to be the persons whose names are subscribed to the foregoing Articles of Incorporation, and acknowledged to me that they executed the same.

WITNESS my hand and official seal.

/s/ Joanne K. Kocina

Joanne K. Kocina, Notary Public in and for said County and State

AGREEMENT OF MERGER BETWEEN

CSA ACQUISITION, INC, AND

COURTESY SERVICES OF SAN BERNARDINO, INC.

(under Section 1101 of the General Corporation Law of the Stare of California)

This Agreement of Merger is entered into between Courtesy Services of San Bernardino, Inc., a California corporation (herein “Surviving Corporation”) and CSA Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of American Medical Response, Inc. (“American”) (herein “Merging Corporation”), The Surviving Corporation and the Merging Corporation agree as follows:

1. Merging Corporation shall be merged into Surviving Corporation (the “Merger”).

2. Each share of common stock of Merging Corporation outstanding immediately prior to the Merger shall be converted into one fully paid and non-assessable share of common stock of the Surviving Corporation, and each share of common stock of Surviving Corporation outstanding immediately prior to the Merger shall be converted into a right to receive its pro rata share of $7,400,000, half of such amount to be paid in cash, and half to be paid in the form of a subordinated promissory note.

3. Merging Corporation shall from time to time, as and when requested by Surviving Corporation, execute and deliver all such documents and instruments and take all such action necessary or desirable to evidence or carry out this Merger.

4. The effect of the Merger and the effective date of the Merger are as prescribed by law.

IN WITNESS WHEREOF the parties have executed this Agreement.

COURTESY SERVICES OF SAN BERNARDINO, INC.
By:	/s/ D. Steven Rice
Name: D. Steven Rice
Title: President
By:	/s/ Donald Jess Rice
Name: Donald Jess Rice
Title: Secretary
CSA ACQUISITION, INC.
By:	/s/ Wayne Rachlen
	Wayne Rachlen
	President
By:	/s/ William George
	William George
	Assistant Secretary

Dated: April 30, 1996

CSA ACQUISITION, INC.

CERTIFICATE OF APPROVAL

OF AGREEMENT OF MERGER

Wayne Rachlen and William George certify that:

1. We are the President and Assistant Secretary, respectively, of CSA Acquisition, Inc., a Delaware corporation.

2. The Agreement of Merger in the form attached hereto was duly approved by the shareholders and the directors of the corporation.

3. The shareholder approval was by 100% of the outstanding shares of the corporation.

4. There is only one class of shares and the number of shares outstanding is 100.

5. EACH SHARE OF COMMON STOCK OF CSA ACQUISITION, INC. OUTSTANDING IMMEDIATELY PRIOR TO THE MERGER SHALL BE CONVERTED INTO ONE FULLY PAID AND NON-ASSESSABLE SHARE OF COMMON STOCK OF COURTESY SERVICES OF SAN BERNARDINO, INC. AND EACH SHARE OF COMMON STOCK OF COURTESY SERVICES OF SAN BERNARDINO, INC. OUTSTANDING IMMEDIATELY PRIOR TO THE MERGER SHALL BE CONVERTED INTO A RIGHT TO RECEIVE ITS PRO RATA SHARE OF $7,400,000, HALF OF SUCH AMOUNT TO BE PAID IN CASH, AND HALF TO BE PAID IN THE FORM OF A SUBORDINATED PROMISSORY NOTE.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this Certificate are true and correct of our own knowledge.

Dated: April 30, 1996

/s/ Wayne Rachlen

Wayne Rachlen, President

/s/ William George

William George, Assistant Secretary

COURTESY SERVICES OF SAN BERNARDINO, INC.

CERTIFICATE OF APPROVAL

OF AGREEMENT OF MERGER

D. Steven Rice and Donald Jess Rice certify that:

1. We are the President and Secretary, respectively, of Courtesy Services of San Bernardino, Inc., a California corporation.

2. The Agreement of Merger in the form attached hereto was duly approved by the shareholders and directors of the corporation.

3. The shareholder approval was by 100% of the outstanding shares of the corporation.

4. There is only one class of shares and the number of shares outstanding is 1152.25.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this Certificate are true and correct of our own knowledge.

Dated: April 30, 1996

/s/ D. Steven Rice

D. Steven Rice, President

/s/ Donald Jess Rice

Donald Jess Rice, Secretary

CERTIFICATE OF AMENDMENT

of

ARTICLES OF INCORPORATION

of

COURTESY SERVICES OF SAN BERNARDINO, INC.

a California Corporation

GREGORY K. GUCKES and WILLIAM B. COOPER hereby certify that:

1. They are the President and Assistant Secretary, respectively of Courtesy Services of San Bernardino, Inc., (the “Corporation”) a California Corporation.

2. The Board of Directors of the Corporation has approved the following amendment to the Articles of Incorporation of the Corporation:

“ARTICLE I

NAME:

The name of this corporation shall be AMERICAN MEDICAL RESPONSE OF INLAND EMPIRE.”

3. The foregoing amendment of the Articles of Incorporation of the Corporation has been duly approved by the required vote of the shareholders in accordance with Section 902 of the California Corporations Code. The total number of outstanding shares of each class entitled to vote on this amendment was one (1). The number of shares voting in favor of the amendment was one (1), which constitutes more than a simple majority of these share thus exceeding the vote required to approve this amendment.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

Dated: 4/3, 1998.

/s/ Gregory K. Guckes	/s/ William B. Cooper
GREGORY K. GUCKES	WILLIAM B. COOPER
President	Assistant Secretary

AGREEMENT OF MERGER BETWEEN

HOWARD AMBULANCE COMPANY, INC.

and

AMERICAN MEDICAL RESPONSE OF INLAND EMPIRE

(Under Section 1101 of the General

Corporation Law of the State of California)

This Agreement of Merger is entered into between AMERICAN MEDICAL RESPONSE OF INLAND EMPIRE a California corporation (herein “Surviving Corporation”) and HOWARD AMBULANCE COMPANY, INC., a California corporation (herein “Merging Corporation”), on August 28, 1999. The Surviving Corporation and the Merging Corporation agree as follows:

RECITALS

A. Merging Corporation is a corporation duly organized, validly existing, and in good standing under the laws of the State of California. Merging Corporation is a wholly owned subsidiary of AMERICAN MEDICAL RESPONSE, INC.; and

B. Surviving Corporation is a corporation duly organized, validly existing, and in good standing under the laws of the State of California. Surviving Corporation is a wholly owned subsidiary of AMERICAN MEDICAL RESPONSE, INC, a Delaware corporation; and

C. Surviving Corporation and Merging Corporation are brother-sister corporations, each having the ultimate common parent of AMERICAN MEDICAL RESPONSE, INC. a Delaware corporation; and

D. AMERICAN, MEDICAL RESPONSE OF INLAND EMPIRE is to be the surviving corporation, as that term is defined in the General Corporation Law of California, to the merger described in this agreement.

IT IS AGREED AS FOLLOWS:

1. Merger. Merging Corporation shall be merged into AMERICAN MEDICAL RESPONSE OF INLAND EMPIRE under the laws of the State of California.

2. Further Assignments or Assurances. If at any time the Surviving Corporation shall consider or be advised that any further assignments or assurances in law are necessary to vest or to perfect or to confirm of record in the Surviving Corporation the title to any property or rights of Merging Corporation, or otherwise carry out the provisions hereof, the proper officers and directors of Merging Corporation, as of the effective date of the merger, shall execute and deliver all proper deeds, assignments, confirmations, and assurances in law, and do all acts proper to vest, perfect, and confirm title to such property or rights in the Surviving Corporation, and otherwise carry out the provisions hereof.

3. Basis of Converting Shares.

(a) At the effective date of the merger, each share of the common stock of the Merging Corporation (other than shares held by Merging Corporation as treasury shares) shall be converted into one (1) fully paid and non-assessable share of common stock of the Surviving Corporation.

(b) Any shares of the Merging Corporation, common or preferred, held by the Merging Corporation in its treasury on the effective date of the merger shall be surrendered to the Surviving Corporation for cancellation.

4. Board of Survivor. The present Board of Directors of AMERICAN MEDICAL RESPONSE OF INLAND EMPIRE shall continue to serve as the Board of Directors of the Surviving Corporation until the next annual meeting or until such time as their successors have been elected and qualified.

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5. Articles of Survivor. The Articles of AMERICAN MEDICAL RESPONSE OF INLAND EMPIRE, as existing on the effective date of the merger, shall continue in full force as the Articles of the Surviving Corporation until altered, amended as provided therein, or as provided by law.

6. Bylaws of Survivor. The bylaws of AMERICAN MEDICAL RESPONSE OF INLAND EMPIRE, as existing on the effective date of the merger, shall continue in full force as the bylaws of the Surviving Corporation until altered, amended, or repealed as provided therein or as provided by law.

7. Miscellaneous.

(a) This agreement may be executed in any number of counterparts, each of which shall be deemed an original.

(b) The validity, interpretation, and performance of this agreement shall be controlled by and construed under the laws of the State of California, the state in which this agreement is being executed.

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Executed on August 28, 1999, at Aurora, Colorado.

HOWARD AMBULANCE COMPANY, INC.
By:	/s/ Joshua T. Gaines
	Vice President
By:	/s/ Gregory K. Guckes
	Assistant Secretary
AMERICAN MEDICAL RESPONSE OF INLAND EMPIRE
By:	/s/ Joshua T. Gaines
	Vice President
By:	/s/ Gregory K. Guckes
	Assistant Secretary

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AMERICAN MEDICAL RESPONSE OF INLAND EMPIRE

CERTIFICATE OF APPROVAL

OF

AGREEMENT OF MERGER

The undersigned do hereby certify that:

1. We are the Vice President and Assistant Secretary respectively, of AMERICAN MEDICAL RESPONSE OF INLAND EMPIRE, a California corporation.

2. The Agreement of Merger in the form attached hereto was duly approved by the shareholders and directors of the corporation.

3. The shareholder approval was by 100% of the outstanding shares of the corporation.

4. There is only one class of shares and the number of shares outstanding is one (1).

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this Certificate are true and correct of our own knowledge.

Dated: August 30, 1999

/s/ Joshua T. Gaines
Title:	Vice President, Joshua T Gaines
/s/ Gregory K. Guckes
Title:	Assistant Secretary
	Gregory K. Guckes

HOWARD AMBULANCE COMPANY, INC.

CERTIFICATE OF APPROVAL

OF

AGREEMENT OF MERGER

The undersigned do hereby certify that:

1. We are the Vice President and Assistant Secretary respectively, of HOWARD AMBULANCE COMPANY, INC., a California corporation.

2. The Agreement of Merger in the form attached hereto was duly approved by the shareholders and directors of the corporation.

3. The shareholder approval was by 100% of the outstanding shares of the corporation.

4. There is only one class of shares and the number of shares outstanding is fifty (50).

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this Certificate are true and correct of our own knowledge.

Dated: August 30, 1999

/s/ Joshua T. Gaines
Title:	Vice President, Joshua T. Gaines
/s/ Gregory K. Guckes
Title:	Assistant Secretary,
	Gregory K. Guckes

CERTIFICATE OF AMENDMENT

OF

ARTICLES OF INCORPORATION

The undersigned certify that:

1. They are the Vice President and Assistant Secretary of the corporation.

2. The name of the corporation is American Medical Response of Inland Empire.

3. Article VI of the Articles of Incorporation of this corporation is amended to read as follows:

“The number of directors of this corporation shall be one (1)”

4. The foregoing amendment has been duly approved by the Board of Directors.

5. The foregoing amendment of the Articles of Incorporation has been duly approved by the required vote of shareholders in accordance with Section 902 of the Corporations Code. The total number of outstanding shares of this Corporation is 100. The number of shares voting in favor of the Amendment was 100%.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

Date: 11/1/00

/s/ Gino Porazzo

Gino Porazzo, Asst. Secretary

/s/ Lori A. E. Evans

Lori A. E. Evans, Vice President

EX-3.44

Exhibit 3.44

BYLAWS

OF

THE SUBSIDIARIES OF

AMERICAN MEDICAL RESPONSE, INC.

(California Version)

SHAREHOLDERS

1.PLACE OF MEETINGS. Shareholders’ meetings shall be held at the principal office for the transaction of the business of this corporation in the State of California, or at such other place as the Board of Directors shall, by resolution, appoint.

2.ANNUAL MEETINGS. The annual meeting of shareholders shall be held at 10:00 a.m. on the second Tuesday in May in each year; or at such other time as the Board of Directors may determine. At such meeting directors shall be elected, reports of the affairs of the corporation shall be considered, and any other business may be transacted which is within the powers of the shareholders. The first annual meeting of shareholders after incorporation need not be held if less than nine months have elapsed since incorporation to such meeting date.

Written notice of each annual meeting shall be mailed to each shareholder entitled to vote, addressed to such shareholders at his address appearing on the books of the corporation or given by him to the corporation for the purpose of notice. If a shareholder gives no address, notice shall be deemed to have been given if sent by mail or other means of written communication addressed to the place where the principal executive officer of the corporation is situated, or if published at least once in some newspaper of general circulation in the county in which said office is located. All such notices shall be mailed, postage prepaid, to each shareholder entitled thereto not less than ten (10) days nor more than sixty (60) days before each annual meeting. Such notices shall specify the place, the day, and the hour of such meeting the names of the nominees for election as directors if directors are to be elected at the meeting, and those matters which the Board of Directors intends to present for action by the shareholders, and shall state such other matters, if any, as may be expressly required by statute.

3.SPECIAL MEETINGS. Special meetings of the shareholders, for any purpose or purposes whatsoever, may be called at any time by the Chairman of the Board of Directors, if any, the President or any Vice President, or by the Board of Directors, or by one or more shareholders holding not less than ten (10%) of the voting power of the corporation. Except in special cases where other express provision is made by statute, notice of such special meeting shall be given in the same manner as for an annual meeting of shareholders. Said notice shall specify the general nature of the business to be transacted at the meeting. No business shall be transacted at a special meeting except as stated in the notice sent to shareholders, unless by the

unanimous consent of all shareholders entitled to vote. Upon written request to the Chairman of the Board, the President, the Secretary or any Vice President of the corporation by any person (but not the Board of Directors) entitled to call a special meeting of shareholder, the person receiving such request shall cause a notice to be given to the shareholders entitled to vote that a meeting will be held at a time requested by the person calling the meeting not less than thirty-five (35) nor more than sixty (60) days after the receipt of the request.

4.ADJOURNED MEETINGS AND NOTICE THEREOF. Any shareholders’ meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of a majority of the shares the holders of which are either present in person or represented by proxy thereat, but in the absence of a quorum no other business may be transacted at such meeting.

Notice of an adjourned meeting need not be given if (a) the meeting is adjourned for forty-five (45) days or less, (b) the time and place of the adjourned meeting are announced at the meeting at which the adjournment is taken, and (c) no new record date is fixed for the adjourned meeting. Otherwise, notice of the adjourned meeting shall be given as in the case of an original meeting.

5.VOTING. Except as provided below or as otherwise provided by the Articles of Incorporation or by law, a shareholder shall be entitled to one vote for each share held of record on the record date fixed for the determination of the shareholders entitled to vote at a meeting or, if no such date is fixed, the date determined in accordance with law. Upon the demand of any shareholder made at a meeting before the voting begins, the election of directors shall be by ballot. At every election of directors, shareholders may cumulate votes and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which the shares are entitled or distribute votes according to the same principle among as many candidates as desired; however, no shareholder shall be entitled to cumulate votes for any one or more candidates unless such candidate or candidates’ names have been place in nomination prior to the voting and at least one shareholder has given notice at the meeting prior to the voting of such shareholder’s intention to cumulate votes

6.QUORUM. A majority of the shares entitled to vote, represented in person or by proxy, constitutes a quorum for the transaction of business. No business may be transacted at a meeting in the absence of a quorum other than the adjournment of such meeting, except that if a quorum is present at the commencement of a meeting, business may be transacted until the meeting is adjourned even though the withdrawal of shareholders results in less than a quorum. If a quorum is present at a meeting, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on any matter shall be the act of the shareholders unless the vote of a larger number if required by law or the Articles of Incorporation. If a quorum is present at the commencement of a meeting but the withdrawal of shareholders results in less than quorum, the affirmative vote of the majority Of shares required to constitute a quorum shall be the act of the shareholders unless the vote of a larger number is required by law or the Articles of Incorporation. Any meeting of shareholders, whether or not a quorum is present, may be adjourned by the vote of a majority of the shares represented at the meeting.

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7.CONSENT OF ABSENTEES. The transactions of any meeting of shareholders, however called and noticed and wherever held, are as valid as though had at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy and if, either before or after the meeting, each of the persons entitled to vote who is not present at the meeting in person or by proxy signs a written waiver of notice, a consent to the holding of the meeting or on approval of the minutes of the meeting. For such purposes, a shareholder shall not be considered present at a meeting if, at the beginning of the meeting, the shareholder objects to the transaction of any business because the meeting was not properly called or convened or, with respect to the consideration of a matter required to be included in the notice for the meeting which was not so included, the shareholder expressly objects to such consideration at the meeting.

8.ACTION WITHOUT MEETING. Except as provided below or by the Articles of Incorporation, any action which may be taken at any meeting of shareholders may be taken without a meeting and without prior notice if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding shares having not less than the minimum number of votes which would be necessary to authorize or take such action at a meeting at which all shares entitled to vote on such action were present and voted. Unless the consents of all shareholders entitled to vote have been solicited in writing, the corporation shall give, to those shareholders entitled to vote who have not consented in writing, a written notice of (a) any shareholder approval obtained without a meeting pursuant to those provisions of the California Corporations Code set forth in Subsection 603(b)(1) of such Code at least ten (10) days before the consummation of the action authorized by such approval, and (b) the taking of any other action approved by shareholders without a meeting, which notice shall be given promptly after such action is taken.

9.PROXIES. A shareholder may be represented at any meeting of shareholders by a written proxy signed by the person entitled to vote or by such person’s duly authorized attorney-in-fact. A proxy must bear a date within eleven (11) months prior to the meeting, unless the proxy specifies a different length of time. A revocable proxy is revoked by a writing delivered to the Secretary of the corporation stating that the proxy is revoked or by a subsequent proxy executed by, or by attendance at the meeting and voting in person by, the person executing the proxy.

10.ELECTION INSPECTORS. One or three election inspectors may be appointed by the Board of Directors in advance of a meeting of shareholders or at the meeting by the Chairman of the meeting. If not previously chosen, one or three inspectors shall be appointed by the Chairman of the meeting if a shareholder or proxy holder so requests. When inspectors are appointed at the request of a shareholder or proxy holder, the majority of shares represented in person or by proxy shall determine whether one or three inspectors shall be chosen. The election inspectors shall determine all questions concerning the existence of a quorum and the right to vote, shall tabulate and determine the results of voting and shall do all other acts necessary or helpful to the expeditious and impartial conduct of the vote. If there are three inspectors, the decision, act or certificate of a majority of the inspectors is effective as if made by all.

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DIRECTORS

11.POWERS. Subject to limitations of the Articles of Incorporation, of the Bylaws, and of the California General Corporation Law as to action to be authorized or approved by the shareholders, and subject to the duties of directors as prescribed by the Bylaws, all corporate powers shall be exercised by or under the ultimate direction of, and the business and affairs of the corporation shall be managed by, the Board of Directors. Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the directors shall have the following powers:

(a)To select and remove all of the other officers, agents and employees of the corporation, prescribe such powers and duties for them as may not be inconsistent with law, with the Articles of Incorporation, or the Bylaws, fix their compensation and require from them security for faithful service.

(b)To conduct, manage and control the affairs and business of the corporation, and to make such rules and regulations therefor not inconsistent with law, or with the Articles of Incorporation, or the Bylaws, as they may deem best.

(c)To change the principal office for the transaction of the business of the corporation from one location to another within the same county as provided in Section 1 hereof; to fix and locate from time to time one or more subsidiary offices of the corporation within or without the State of California, as provided in Section 2 hereof; to designate any place within or without the State of California for the holding of any shareholders’ meeting or meetings; and to prescribe the forms of certificates of stock, and to alter the form of such certificates from time to time, as in their judgment they may deem best, provided such certificates shall at all times comply with the provisions of law.

(d)To authorize the issuance of shares of capital stock of the corporation from time to time, upon such terms as may be lawful.

(e)To borrow money and incur indebtedness for the purposes of the corporation, and to cause to be executed and delivered therefor, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, or other evidences of debt and securities therefor.

12.NUMBER OF DIRECTORS. The authorized number of directors of this corporation shall be one or more until changed by amendment of the Articles of Incorporation or by a Bylaw duly adopted by the shareholders amending this Section 12.

13.ELECTION, TERM OF OFFICE AND VACANCIES. At each annual meeting of shareholders, directors shall be elected to hold office until the next annual meeting. Each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which the director was elected and until a successor has been elected. The Board of Directors may declare vacant the office of a director who has been declared to be of unsound mind by court order or convicted of a felony. Vacancies on the Board of Directors not caused by removal may be filled by a majority of the directors then in office, regardless of whether they constitute a quorum, or by the sole remaining director. The shareholders may elect a director at any time to fill any vacancy not filled, or which cannot be filled, by the Board of Directors.

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14.REMOVAL. Except as described below, any or all of the directors may be removed without cause if such removal is approved by the affirmative vote of a majority of the outstanding shares entitled to vote. Unless the entire Board of Directors is so removed, no director may be removed if (a) the votes cast against removal, or not consenting in writing to such removal, would be sufficient to elect such director if voted cumulatively at an election at which the same total number of votes were cast or, if such action is taken by written consent, all shares entitled to vote were voted, and (b) the entire number of directors authorized at the time of the director’s most recent election were then being elected.

15.RESIGNATION. Any director may resign by giving written notice to the Chairman of the Board, the President, the Secretary or the Board of Directors. Such resignation shall be effective when given unless the notice specifies a later time. The resignation shall be effective regardless of whether it is accepted by the corporation.

16.COMPENSATION. If the Board of Directors so resolves, the directors, including the Chairman of the Board, shall receive compensation and expenses of attendance for meetings of the Board of Directors and of committees of the Board. Nothing herein shall preclude any director from serving the corporation in another capacity and receiving compensation for such service.

17.COMMITTEES. The Board of Directors may, by resolution adopted by a majority of the authorized number of directors, designate one or more committees, each consisting of two or more directors, to serve at the pleasure of the Board, The Board may designate one or more directors as alternate members of a committee who may replace any absent member at any meeting of the committee. To the extent permitted by resolution of the Board of Directors, a committee may exercise all of the authority of the Board to the extent permitted by Section 311 of the California Corporations Code.

18.INSPECTION OF RECORDS AND PROPERTIES. Each director may inspect all books, records, documents and physical properties of the corporation and its subsidiaries at any reasonable time. Inspections may be made either by the director or the director’s agent or attorney. The right of inspection includes the right to copy and make extracts.

19.TIME AND PLACE OF MEETINGS AND TELEPHONE MEETINGS. Immediately following each annual meeting of shareholders, the Board of Directors shall hold a regular meeting for the purposes of organizing the Board, election of officers and the transaction of other business. The Board may establish by resolution the times, if any, other regular meetings of the Board shall be held. All meetings of directors shall be held at the principal executive office of the corporation or at such other place, within or without California, as shall be designated in the notice for the meeting or in a resolution of the Board of Directors. Directors may participate in a meeting through use of conference telephone or similar communications equipment, so long as all directors participating in such meeting can hear each other.

20.CALL. Meetings of the Board of Directors, whether regular or special, may be called by the Chairman of the Board, the President, the Secretary, any Vice President or any two directors.

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21.NOTICE. Regular meetings of the Board of Directors may be held without notice if the time of such meetings has been fixed by the Board. Special meetings shall be held upon four days’ notice by mail or 24 hours’ notice delivered personally or by telephone or telegraph, and regular meeting shall be held upon similar notice if notice is required for such meetings. Neither a notice nor a waiver of notice need specify the purpose of any regular of special meeting. If a meeting is adjourned for more than 24 hours, notice of the adjourned meeting shall be given prior to the time of such meeting to the directors who were not present at the time of the adjournment.

22.MEETING WITHOUT REGULAR CALL AND NOTICE. The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, are as valid as though had at a meeting duly held after regular call and notice if a quorum is present and if, either before or after the meeting, each of the directors not present signs a written waiver of notice, a consent to holding the meeting or an approval of the minutes of the meeting. For such purposes, a director shall not be considered present at a meeting if, although in attendance at the meeting, the director protests the tack of notice prior to the meeting or at its commencement.

23.ACTION WITHOUT MEETING. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all of the members of the Board individually or collectively consent in writing to such action.

24.QUORUM AND REQUIRED VOTE. A majority of the directors then in office shall constitute a quorum for the transaction of business, provided that unless the authorized number of directors is one, the number constituting a quorum shall not be less than the greater of one-third of the authorized number of directors or two directors. Except as otherwise provided by Subsection 307(a)(8) of the California Corporations Code, the Articles of Incorporation or these Bylaws, every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the Board. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for such meeting. A majority of the directors present at a meeting, whether or not a quorum is present, may adjourn the meeting to another time and place.

25.COMMITTEE MEETINGS. The principles set forth in Sections 19 through 24 of these Bylaws shall apply to committees of the Board of Directors and to actions by such committees.

26.LOANS. Except as provided by Section 315 of the Corporations Code, the vote or written consent of the holders of a majority of the shares of all classes, regardless of limitations on voting rights, other than shares held by the benefited directors, officer or shareholder, shall be obtained before this corporation makes any loan of money or property to or guarantees the obligation of :

(a)Any director of officers of the corporation, any director of officer of any of its parents, or any director or officer of any of its subsidiary corporations, directly or indirectly.

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(b)Any person upon the security of the shares of the corporation or the shares of its parent, unless the loan or guaranty is otherwise adequately secured.

OFFICERS

27.TITLES AND RELATION TO BOARD OF DIRECTORS. The officers of the corporation shall include a President, a Secretary and a Treasurer. The Board of Directors may also choose a Chairman of the Board and one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers or other officers. Any number of offices may be held by the same person and, unless otherwise determined by the Board, the Chairman of the Board and President shall be the same person. All officers shall perform their duties and exercise their powers subject to the direction of the Board of Directors.

28.ELECTION, TERM OF OFFICE AND VACANCIES. At its regular meeting after each annual meeting of shareholders, the Board of Directors shall choose the officers of the corporation. No officer need be a member of the Board of Directors except the Chairman of the Board. The officers shall hold office until their successors are chosen, except that the Board of Directors may remove any officer at any time. If an office becomes vacant for any reason, the vacancy shall be filled by the Board.

29.RESIGNATION. Any officer may resign at any time upon written notice to the corporation without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party. Such resignation shall be effective when given unless the notice specifies a later time. The resignation shall be effective regardless of whether it is accepted by the corporation.

30.SALARIES. The Board of Directors shall fix the salaries of the Chairman of the Board and President and may fix the salaries of other employees of the corporation including the other officers. If the Board does not fix the salaries of the other officers, the president shall fix such salaries.

31.CHAIRMAN OF THE BOARD. The Chairman of the Board, if there shall be such an officer, shall, if present, preside at all meetings of the Board of Directors, and exercise and perform such other powers and duties as may be from time to time assigned to him by the Board of Directors or prescribed by the Bylaws.

32.PRESIDENT (CHIEF EXECUTIVE OFFICER). Unless otherwise determined by the Board of Directors, the President shall be the general manager and chief executive officer of the corporation, shall preside at all meetings of the Board of Directors and shareholders, shall be ex officio a member of any committees of the Board, shall effectuate orders and resolutions of the Board of Directors and shall exercise such other powers and perform such other duties as the Board of Directors shall prescribe.

33.VICE PRESIDENT. In the absence or disability of the President, the Vice President, if any, (or if more than one, the Vice Presidents in order of their rank as fixed by the Board of Directors or, if not so ranked, the Vice President designated by the Board of Directors) shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice Presidents shall have such other

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powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors or the Bylaws.

34.SECRETARY. The Secretary shall have the following powers and duties:

(a)Record of Corporate Proceedings. The Secretary shall attend all meetings of the Board of Directors and its committees and shall record all votes and the minutes of such meetings in a book to be kept for that purpose at the principal executive office of the corporation or at such other place as the Board of Directors may determine. The Secretary shall keep at the corporation’s principal executive office, if in California, or at California, the original or a copy of the Bylaws, as amended.

(b)Record of Shares. Unless a transfer agent is appointed by the Board of Directors to keep a share register, the Secretary shall keep at the principal executive office of the corporation a share register showing the names of the shareholders and their addresses, the number and class of share held by each, the number and date of certificates issued, and the number and date of cancellation of each certificate surrendered for cancellation.

(c)Notices. The Secretary shall give such notices as may be required by law or these Bylaws.

(d)Additional Powers and Duties. The Secretary shall exercise such other powers and perform such other duties as the Board of Directors or President shall prescribe.

35.TREASURER (CHIEF FINANCIAL OFFICER). Unless otherwise determined by the Board of Directors, the Treasurer shall have custody of the corporate funds and securities and shall keep adequate and correct accounts of the corporation’s properties and business transactions. The Treasurer shall disburse such funds of the corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, shall render to the President and directors, at regular meetings of the Board of Directors or whenever the Board may require, an account of all transactions and the financial condition of the corporation and shall exercise such other powers and perform such other duties as the Board of Directors or President shall prescribe.

36.OTHER OFFICERS. The other officers (if any) of this corporation shall perform such duties as may be assigned to them by the Board of Directors.

SHARES

37.CERTIFICATES. A certificate or certificates for shares of the capital stock of the corporation shall be issued to each shareholder when any such shares are fully paid up. All such certificates shall be signed by the Chairman of the Board, the President or a Vice President and the Secretary of Assistant Secretary.

38.TRANSFERS OF SHARES OF CAPITAL STOCK. Transfers of shares shall be made only upon the transfer books of this corporation, kept at the office of the corporation or transfer agent designated to transfer such shares, and before a new certificate is issued, the old certificate shall be surrendered for cancellation.

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39.REGISTERED SHAREHOLDERS. Registered shareholders only shall be entitled to be treated by the corporation as the holders in fact of the shares standing in their respective names and the corporation shall not be bound to recognize any equitable or other claim to or interest in any share on the part of any other person, whether or not it shall have express or other notice hereof, except as expressly provided by the laws of California.

40.LOST OR DESTROYED CERTIFICATES. The corporation may cause a new stock certificate to be issued in place of any certificate previously issued by the corporation alleged to have been lost, stolen or destroyed. The corporation may, at its discretion and as a condition precedent to such issuance, require the owner of such certificate to deliver an affidavit stating that such certificate was lost, stolen or destroyed, or to give the corporation a bond or other security sufficient to indemnify it against any claim that may be made against it, including any expense or liability, on account of the alleged loss, theft or destruction or the issuance of a new certificate.

41.RECORD DATE AND CLOSING OF STOCK BOOKS. The Board of Directors may fix a time, in the future, not more than sixty (60) nor less than ten (10) days prior to the date of any meeting of shareholders, or nor more than (60) days prior to the date fixed for the payment of any dividend or distribution, or for the allotment of rights, or when any change or conversion or exchange of shares shall go into effect, as a record date for determination of the shareholders entitled to notice of and to vote at any such meeting, or entitled to receive any such dividend or distribution, or any such allotment of rights, or to exercise the rights in respect to any such change, conversion, or exchange of shares, and in such case except as provided by law, only shareholders of record on the date so fixed shall be entitled to notice of and to vote at such meeting or to receive such dividend, distribution, or allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after any record date fixed as aforesaid. A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting unless the Board of Directors fixes a new record date. The Board of Directors shall fix a new record date if the adjourned meeting takes place more than 45 days from the date set for the original meeting.

42.TRANSFER AGENTS AND REGISTRARS. The Board of Directors may appoint one or more transfer agents or transfer clerks, and one or more registrars, who shall be appointed at such times and places as the requirements of the corporation may necessitate and the Board of Directors may designate.

AMENDMENTS

43.ADOPTION OF AMENDMENTS. New Bylaws may be adopted or these Bylaws may be amended or repealed:

(a)at any annual meeting, or other meeting of the shareholders called for that purpose, by the vote of shareholders holding more than fifty percent (50%) of the issued and outstanding shares of the corporation; or

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(b)without a meeting, by written consent of shareholders holding more than fifty percent (50%) of the issued and outstanding shares of the corporation; or

(c)by a majority of the directors of the corporation; provided; however, that a greater vote of shareholders of directors shall be necessary if required by law or by the Articles of Incorporation.

44.RECORD OF AMENDMENTS. Whenever an amendment or new Bylaw is adopted, it shall be copied in the Book of Bylaws with the original Bylaws, in the appropriate place.

CORPORATE SEAL

45.FORM OF SEAL. The corporation may adopt and use a corporate seal but shall not be required to do so. If adopted and used, the corporate seal shall be circular in form, and shall have inscribed thereon the name of the corporation, the date of its incorporation and the word “California”.

MISCELLANEOUS

46.CHECKS, DRAFTS, ETC. All checks, drafts, or other orders for payment of money, notes, or other evidences of indebtedness, issued in the name of or payable to the corporation, shall be signed or endorsed by such person or persons and in such manner as, from time to time shall be determined by resolution of the Board of Directors,

47.CONTRACT, ETC., HOW EXECUTED. The Board of Directors, except as otherwise provided in these Bylaws, may authorize any officer or officers, or agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances; and unless so authorized by the Board of Directors, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

48.REPRESENTATION OF SHARES OF OTHER CORPORATION. The Chairman of the Board, the President or any Vice President and the Secretary or Assistant Secretary of this corporation are authorized to vote, represent, and exercise on behalf of this corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of this corporation. The authority herein granted to said officers to vote or represent on behalf of this corporation by an all shares held by this corporation in any other corporation or corporations may be exercised either by such officers in person or by any other person authorized so to do by proxy or power of attorney duly executed by said officers.

49.INSPECTION OF BYLAWS. The corporation shall keep in its principal office for the transaction of business the original or a copy of these Bylaws as amended or otherwise altered to date, certified by the Secretary, which shall be open to inspection by the shareholders at all reasonable times during office hours.

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50.ANNUAL REPORT. The annual report to shareholders specified in Section 1501 of the California Corporations Code is dispensed with except as the Board of Directors may otherwise determine, so long as there are less than 100 holders of record of the corporation’s shares. Any such annual report sent to shareholders shall be sent at least 15 days prior to the next annual meeting of shareholders.

51.CONSTRUCTION AND DEFINITIONS. Unless the context otherwise requires, the general provisions, rules and construction, and definitions contained in the California General Corporation Law shall govern the construction of these Bylaws. Without limiting the generality of the foregoing, the masculine gender includes the feminine and neuter, the singular number includes the plural and the plural number includes the singular, and the term “person” includes a corporation as well as a natural person.

52.INDEMNIFICATION.

(a)Definitions. For the purposes hereof “agent” includes any person who is or was a director, officer, employee, or other agent of the corporation, or is or was servicing at the request of the corporation as a director, officer, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, or was a director, officer, employee or agent of a foreign or domestic corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation; “proceeding” includes any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative or investigative; and “expenses” includes, without limitation, attorneys’ fees and any expenses of establishing a right of indemnification under subsection (d) or subsection (e)(i) of this Section 52.

(b)Indemnification in Actions by Third Parties. The corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the corporation to procure a judgment in its favor) by reason of the fact that such person is or was an agent of the corporation, against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with such proceeding if such person acted in good faith and in a manner such person reasonably believed to be in the best interests of the corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful. The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in the best interests of the corporation or that the person had reasonable cause to believe that the person’s conduct was unlawful.

(c)Indemnification in Actions by or in the Right of the Corporation. The corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was an agent of the corporation, against expenses actually and reasonably incurred by such person in connection with the defense or settlement of such action if such person acted in good faith, in a

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manner such person believed to be in the best interests of the corporation and its shareholders. No indemnification shall be made under this subsection (c):

(i)In respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable to the corporation in the performance of such person’s duty to the corporation and its shareholders, unless and only to the extent that the court in which such action was brought shall determine upon application that, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnify for the expenses and then only to the extent that the court shall determine;

(ii)Of amounts paid in settling or otherwise disposing of a pending action, without court approval; or

(iii)Of expenses incurred in defending a pending action which is settled or otherwise disposed of without court approval.

(d)Indemnification Against Expenses. To the extent that an agent of the corporation has been successful on the merits in defense of any proceeding referred to in subsection (b) or (c) of this Section 52 or in defense of any claim, issue or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith.

(e)Required Determinations. Except as provided in subsection (d) of this Section 52, any indemnification under this Section 52 shall be made by the corporation only if authorized in the specific case, upon a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in subsections (b) or (c) of this Section 52 by any of the following:

(i)A majority vote of a quorum consisting of Directors who are not parties to such proceeding;

(ii)If such quorum of Directors is not obtainable, by independent legal counsel in a written opinion;

(iii)Approval of the shareholders, with the shares owned by the person to be indemnified not being entitled to vote thereon; or

(iv)The court in which such proceeding is or was pending upon application made by the corporation or the agent or the attorney or other person rendering services in connection with the defense, whether or not such application by the agent, attorney, or other person is opposed by the corporation.

(f)Advance of Expenses. Expenses incurred in defending any proceeding may be advanced by the corporation prior to the final disposition of such proceeding upon receipt of an undertaking by or on behalf of the agent to repay such amount unless it shall be determined ultimately that the agent is entitled to be indemnified as authorized in this Section 52.

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(g)Other Indemnification. The indemnification provided by this Section 52 shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any other Bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office, to the extent such additional rights to indemnification are authorized in the Articles of the corporation. The rights to indemnify hereunder shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of the person. Nothing contained in this Section 52 shall affect any right indemnification to which persons other than such directors and officers may be entitled by contract or otherwise.

(h)Forms of Indemnification Not Permitted. No indemnification or advance shall be made under this Section 52 except as provided in Section (d) or Section (e)(iv) in any circumstance where it appears:

(i)That it would be inconsistent with a provision of the Articles, these Bylaws, a resolution of the shareholders or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or

(ii)That it would be inconsistent with any condition expressly imposed by a court in approving a settlement.

(i)Insurance. The corporation shall have power to purchase and maintain insurance on behalf of any agent of the corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such whether or not the corporation would have the power to indemnify the agent against such liability under the provisions of this Section 52. The fact that this corporation owns or might own all or a portion of the shares of the company issuing a policy of insurance shall not render this subdivision inapplicable if either of the following conditions are satisfied: (1) if authorized in the Articles of this corporation, any policy issued is limited to the extent provided by subdivision (d) of Section 204 of the California Corporations Code; or (2)(A) the company issuing the insurance policy is organized, licensed, and operated in a manner that complies with the insurance laws and regulations applicable to its jurisdiction or organization, (B) the company issuing the policy provides procedures for processing claims that do not permit that company to be subject to the direct control of the corporation that purchased that policy, and (C) the policy issued provides for some manner of risk sharing between the issuer and purchaser of the policy, on one hand, and some unaffiliated person or persons, on the other, such as by providing for more than one unaffiliated owner of the company issuing the policy or by providing that a portion of the coverage furnished will be obtained from some unaffiliated insurer or reinsurer.

(j)Nonapplicablity to Fiduciaries of Employee Benefit Plans. This Section 52 does not apply to any proceeding against any trustee, investment manager, or other fiduciary of an employee benefit plan in such person’s capacity as such, even though such person may also be an agent of the corporation as defined in subsection (a) of this Section 52. The corporation shall have power to indemnify such trustee, investment manger or other fiduciary to the extent permitted by subdivision (f) of Section 207 of the California Corporations Code.

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(k)Further Indemnification. Notwithstanding the provisions contained in Section 52(b) through (f) above, the corporation, at its option, may indemnify one or more agents of the corporation to the extent provided herein, or to such lesser extent as provided by the corporation.

(i)To the extent provided herein, the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any proceeding by reason of the fact that such person is or was an agent of the corporation, for his or her expenses, judgments, fines, settlements and other amounts actually incurred in connection with such proceeding. Provided, however, that no indemnification of any agent (whether a director or not) shall be made for any acts or omissions or transactions from which a director would not be permitted to be relieved of liability as set forth in the exception of Subdivision (10) of Section 204(a) of the Corporations Code, or as to circumstances in which indemnity is expressly prohibited by Section 317 of the Corporations Code.

(ii)Expenses incurred in defending any proceeding shall be advanced by the corporation, including prior to the final disposition of the proceeding.

(iii)All rights of the agent and all obligations of the corporation contained herein shall continue during the period the agent is an agent and shall continue thereafter so long as the agent shall be subject to any possible proceeding by reason of the fact that the agent was an agent of the corporation. The right to indemnification conferred herein is intended to create a contractual obligation of the corporation which cannot be modified except with respect to proceedings accruing subsequent to any modification.

(iv)Promptly after receipt by the agent of notice of the commencement of any proceeding, the agent will, if a claim in respect thereof is to be made against the corporation hereunder, notify the corporation of the commencement thereof; but the omission so to notify the corporation will not relieve the corporation from any liability which it may have to the agent otherwise than under this provision. With respect to any such proceeding as to which the agent notifies the corporation as to the commencement thereof:

(A)The corporation will be entitled to participate therein at its own expense; and

(B)Except as otherwise provided below, to the extent that it may wish, the corporation jointly with any other indemnifying parties similarly notified will be entitled to assume the defense thereof with counsel reasonably satisfactory to the agent. After notice from the corporation to the agent of its election so to assume the defense thereof, the corporation will not be liable to the agent hereunder for any legal or other expenses subsequently incurred by the agent in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. The agent shall have the right to employ its own counsel in such proceeding but the fees and expenses of such counsel incurred after notice from the corporation of its assumption of the defense thereof shall be at the expense of the agent unless;

14

(1)the employment of counsel by the agent has been authorized by the corporation;

(2)the agent shall have reasonably concluded that there may be a conflict of interest between the corporation and the agent in the conduct of the defense of such proceeding, or

(3)within a reasonable time after notice by the agent to the corporation, the corporation shall not in fact have employed counsel to assume the defense of such proceeding; in each of which cases the fees and expenses of counsel for the agent shall be at the expense of the corporation. The corporation shall not be entitled to assume the defense of any proceeding brought by or on behalf of the corporation or as to which the director shall have made the conclusion provided for in (2) above,

(C)The corporation shall not be liable to indemnify the agent hereunder for any amounts paid in settlement of any action or claim effected without its written consent. The corporation shall not settle any action or claim in any manner which would impose any penalty or limitation on the agent without the agent’s written consent. Neither the corporation nor the agent will unreasonably withhold its consent to any proposed settlement.

(v)The agent agrees that the agent will reimburse the corporation for all reasonable expenses paid by the corporation in defending any proceeding against the agent in the event and only to the extent that shall be ultimately determined that the agent is not entitled to be indemnified by the corporation for such expenses under the laws of California, the Articles of Incorporation, these Bylaws or otherwise.

(vi)If a claim for indemnification under this provision is not paid in full by the corporation within 30 days after a written claim has been received by the corporation, the agent so entitled may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall also be entitled to be paid the expense of prosecuting such claim. If shall be a defense of the corporation to any such action (other than an action brought to enforce a claim for advancement of expenses incurred in defending any proceeding in advance of its final disposition) that the agent has not met the standards of conduct which make it permissible under the laws of California, the Articles of Incorporation, these Bylaws or otherwise, to indemnify the agent for the amount claimed, but the burden of proving such defense shall be on the corporation. Neither the failure of the corporation to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct nor an actual determination by the corporation that the claimant has not met such applicable standard of conduct shall be a defense to the action for advancement of expenses prior to final disposition or create a presumption that such claimant has not met the applicable standard of conduct.

15

EX-3.45

Exhibit 3.45

The Commonwealth of Massachusetts

William Francis Galvin

Secretary of the Commonwealth

One Ashburton Place, Boston, Massachusetts 02108-1512

ARTICLES OF MERGER OF PARENT AND SUBSIDIARY CORPORATIONS

(General Laws, Chapter 156B, Section 82)

We, Joshua T. Gaines, *Vice President

and Joshua T. Gaines, “Clerk

of American Medical Response of Massachusetts, Inc.

(Exact name of corporation)

organized under the laws of Massachusetts and herein called the parent  corporation, certify as follows:

1. That the subsidiary corporation(s) to be merged into the parent corporation  is/are:

NAME	STATE OF ORGANIZATION	DATE OF ORGANIZATION
American Mediwheels
Ambulance Services, Inc.	Delaware

2. The parent corporation, at the date of the vote, owned not less than ninety  percent (90%) of the outstanding shares of each class of stock of the subsidiary  corporation or corporations with which it has voted to merge.

Item 3 below may be deleted if all the corporations are organized under the laws  of Massachusetts and if General Laws, Chapter 156B is applicable to them.

3. That in the case of each of the above named corporations, the laws of the  state of its organization, if other than Massachusetts, permit the merger herein  described, and that all action required under the laws of each such state in  connection with this merger has been duly taken.

*Delete the inapplicable words. In case the parent corporation is organized under the laws of a state other than Massachusetts, these articles are to be signed by officers having corresponding powers and duties.

4. That at a meeting of the directors of the parent corporation, the following  vote, pursuant to General Laws Chapter 156B, Section 82, Subsection (a) was duly  adopted:

See Continuation Sheet 4A.

Continuation Sheet 4A.

Merger

VOTED:That this Corporation (hereinafter sometimes referred to as the “Parent”), which is a business corporation of the Commonwealth of Massachusetts and the owner of all of the outstanding shares of American Mediwheels Ambulance Services, Inc., a corporation organized under the laws of the State of Delaware (referred to hereinafter as the “Subsidiary Corporation”), does hereby merge the Subsidiary Corporation into itself pursuant to the applicable laws of Delaware and pursuant to the provisions of the General Laws of the Commonwealth of Massachusetts, and does hereby assume all of the liabilities and obligations of all of the Subsidiary Corporation;

ii.) The Subsidiary Corporation shall cease to exist upon the effective date and time of the merger herein provided for; and this Corporation shall continue its existence as the surviving corporation pursuant to the provisions of the General Laws of the Commonwealth of Massachusetts.

iii.) The issued shares of the Subsidiary Corporation shall not be converted in any manner, nor shall any cash or other consideration be paid or delivered therefore; inasmuch as this Corporation is the sole stockholder of the Subsidiary Corporation, but each said share which is issued as of the complete effective date and time of the merger shall be surrendered and extinguished.

iv.) The Board of Directors or the proper officers of this Corporation are hereby authorized, empowered and directed to do any and all acts and things, and to make, execute, deliver, file and/or record any and all instruments, papers and documents which shall be or become necessary, proper or convenient to carry out or put into effect any of the provisions of the merger herein provided for;

v.) The merger herein provided for shall become effective upon filing.

VOTED:That the Subsidiary Corporation be merged into this Corporation, and that all of the estate, property, rights, privileges, powers and franchises of the Subsidiary Corporation be vested in, held and enjoyed by this Corporation as fully and entirely and without change or diminution as the same were before held and enjoyed by the Subsidiary Corporation in their names.

Certificate of Organization and By-Laws

VOTED:That from and after the effective date and time of the Merger and thereafter until amended as provided by law, the Articles of Organization and By-Laws of this Corporation shall be the Articles of Organization and By-Laws of the surviving corporation, each as in effect immediately prior to the effective time.

Directors and Officers

VOTED:That each of the directors and officers of this Corporation immediately prior to effective date and time shall continue in the same position or positions with the said surviving corporation following the effective date and time, in each case until his or her successor is elected and qualified, or until his or her earlier death, resignation or removal.

5. The effective date of the merger shall be the date approved and filed by the  Secretary of the Commonwealth. If a later effective date is desired, specify  such date, which shall not be more than thirty days after the date of filing

Section 6 below may be deleted if the parent corporation is organized under the  laws of Massachusetts.

SIGNED UNDER THE PENALTIES OF PERJURY, this 20th day of October, 1997.

/s/ Joshua T. Gaines	,	*Vice President.
Joshua T. Gaines
/s/ Joshua T. Gaines	,	*Clerk
Joshua T. Gaines

*Delete the inapplicable words. In case the parent corporation is organized under the laws of a state other than Massachusetts these articles are to be signed by officers having corresponding powers and duties.

(MASS. - 1644)

THE COMMONWEALTH OF MASSACHUSETTS

William Francis Galvin

Secretary of the Commonwealth

One Ashburton Place, Boston, Massachusetts 02108-1512

ARTICLES OF MERGER

(General Laws, Chapter 156B, Section 78)

merger of

CareLine - New England, Inc.

Brewster Ambulance Service, Inc.

Housecall Network, Inc.

American Medical Response of

Massachusetts, Inc.

the constituent corporations, into

American Medical Response of

Massachusetts, Inc.

*one of the constituent corporations.

The undersigned officers of each of the constituent corporations certify under  the penalties of perjury as follows:

1. An agreement of *merger has been duly adopted in compliance with the  requirements of General Laws, Chapter 156B, Section 78, and will be kept as  provided by Subsection (d) thereof. The *surviving corporation will furnish a  copy of said agreement to any of its stockholders, or to any person who was a  stockholder of any constituent corporation, upon written request and without  charge.

2. The effective date of the *merger determined pursuant to the agreement of  *merger shall be the date approved and filed by the Secretary of the  Commonwealth. If a later effective date is desired, specify such date which  shall not be more than thirty days after the date of filing:

3. (For a merger)

**The following amendments to the Articles of Organization of the surviving  corporation have been effected pursuant to the agreement of merger:

None.

(For a consolidation) Not applicable.

(a) The purpose of the resulting corporation is to engage in the following  business activities:

N/A

(b) State the total number of shares and the par value, if any, of each class of  stock which the resulting corporation is authorized to issue.

N/A

WITHOUT PAR VALUE	WITH PAR VALUE
TYPE NUMBER OF SHARES	TYPE NUMBER OF SHARES	PAR VALUE
Common:	Common:
Preferred:	Preferred:

**(c) If more than one class of stock is authorized, state a distinguishing  designation for each class and provide a description of the preferences, voting  powers, qualifications, and special or relative rights or privileges of each  class and of each series then established.

N/A

**(d) The restrictions, if any, on the transfer of stock contained in the  agreement of consolidation are:

N/A

**(e) Other lawful provisions, if any, for the conduct and regulation of the  business and affairs of the corporation, for its voluntary dissolution, or for  limiting, defining, or regulating the powers of the corporation, or of its  directors or stockholders, or of any class of stockholders:

N/A

**If there are no provisions state “None”.

4. The information contained in Item 4 is not a permanent part of the Articles  of Organization of the *resulting / *surviving corporation.

(a) The street address of the *surviving corporation in Massachusetts is: (post  office boxes are not acceptable)

4 Tech Circle, Natick, MA 01760

(b) The name, residential address, and post office address of each director and  officer of the *surviving corporation is:

NAME  RESIDENTIAL ADDRESS  POST OFFICE ADDRESS

President: Michael J. McClymont, 58 LongView Drive, Ridgefield, CT 06877

Treasurer: Wayne S. Rachlen, 30 Michael Lane, Stoughton, MA 02072

Clerk: Garrett F. Casey, Jr., 54 River Street, West Newton, MA 02165

Directors: Paul T. Shirley, 875 Lakeshore Drive, Incline Village, NV 89451

(c) The fiscal year (i.e. tax year) of the *surviving corporation shall end on  the last day of the month of: August

(d) The name and business address of the resident agent, if any, of the  *surviving corporation is:

Garrett F. Casey, Jr., 4 Tech Circle, Natick, MA 01760

The undersigned officers of the several constituent corporations listed above  further state under the penalties of perjury as to their respective corporations  that the agreement of *merger has been duly executed on behalf of such  corporation and duly approved by the stockholders of such corporation in the  manner required by General Laws, Chapter 156B, Section 78.

See attached signature page

, President

, Clerk

of American Medical Response of Massachusetts, Inc.

(Name of constituent corporation)

See attached signature page

, President

, Clerk

of CareLine - New England, Inc., Brewster Ambulance Service, Inc. and Housecall  Network, Inc.

(Name of constituent corporation)

*Delete the inapplicable words

The undersigned officers of the several constituent corporations listed above  further state under the penalties of perjury as to their respective corporations  that the agreement of merger has been duly executed on behalf of such  corporation and duly approved by the stockholders of such corporation in the  manner required by General Laws, Chapter 156B, Section 78.

/s/ Joshua T. Gaines	Joshua T. Gaines	Vice President
/s/ Garrett F. Casey, Jr.	Garrett F. Casey, Jr.	Clerk
of CareLine-New England, Inc.
/s/ Joshua T. Gaines	Joshua T. Gaines	Vice President
/s/ Garrett F. Casey, Jr.	Garrett F. Casey, Jr.	Clerk
of Brewster Ambulance Service, Inc.
/s/ Joshua T. Gaines	Joshua T. Gaines	Vice President
/s/ Garrett F. Casey, Jr.	Garrett F. Casey, Jr.	Clerk
of Housecall Network, Inc.
/s/ Joshua T. Gaines	Joshua T. Gaines	Vice President
/s/ Garrett F. Casey, Jr.	Garrett F. Casey, Jr.	Clerk

of American Medical Response of Massachusetts, Inc.

The Commonwealth of Massachusetts

William Francis Galvin

Secretary of the Commonwealth

One Ashburton Place, Boston, Massachusetts 02108-1512

ARTICLES OF *MERGER

(General Laws, Chapter 156B, Section 79)

*merger of

Ambulance Systems of America, Inc.,

a Delaware corporation

American Medical Response of

Massachusetts, Inc., a Massachusetts

corporation

the constituent corporations, into

American Medical Response of

Massachusetts, Inc.

*one of the constituent corporations organized under the laws of Massachusetts.

The undersigned officers of each of the constituent corporations certify under the penalties of perjury as follows:

1. An agreement of *merger has been duly adopted in compliance with the requirements of General Laws, Chapter 156B, Section 79, and will be kept as provided by Subsection (c) thereof. The *resulting / *surviving corporation will furnish a copy of said agreement to any of its stockholders, or to any person who was a stockholder of any constituent corporation, upon written request and without charge.

2. The effective date of the *merger determined pursuant to the agreement of *consolidation / *merger shall be the date approved and filed by the Secretary of the Commonwealth. If a later effective date is desired, specify such date which shall not be more than thirty days after the date of filing.

December 31, 1995

3. (For a merger)

*The following amendments to the Articles of Organization of the surviving corporation have been effected pursuant to the agreement of merger:

None

(For a consolidation)

(a) The purpose of the resulting corporation is to engage in the following business activities:

N/A

*Delete the inapplicable words.

Note: if the space provided under any article or item on this form is insufficient, additions shall be set forth on separate 8-1/2x11 sheets of paper with a left margin of at least 1 inch. Additions to more than one article may be made on a single sheet as long as each article requiring each addition is clearly indicated.

(For a consolidation)

(a) State the total number of shares and the par value, if any, of each class of stock which the corporation is authorized to issue:

WITHOUT PAR VALUE		WITH PAR VALUE
TYPE	NUMBER OF SHARES	TYPE:	NUMBER OF SHARES	PAR VALUE
Common:		Common:
Preferred:		Preferred:

** (c) If more than one class of stock is authorized, state a distinguishing designation for each class and provide a description of the preferences, voting powers, qualifications, and special or relative rights or privileges of each class and of each series then established.

N/A

** (d) The restrictions, if any, on the transfer of stock contained in the agreement of consolidation are:

N/A

** (e) Other lawful provisions, if any, for the conduct and regulation of the business and affairs of the corporation, for its voluntary dissolution, or for limiting, defining or regulating the powers of the corporation, or of its directors or stockholders, or of any class of stockholders.

N/A

Item 4 below may be deleted if the *surviving corporation is organized under the laws of a state other than Massachusetts.

4. The information contained in Item 4 is not a permanent part of the Articles of Incorporation of the *surviving corporation.

(a) The street address (post offices boxes are not acceptable) of the *surviving corporation in Massachusetts is: 67 Batterymarch Street, Boston, MA 02110

**           If there are no provisions state “None”.

(b) The name, residential address and post office address of each director and officer of the surviving corporation is

NAME	RESIDENTIAL ADDRESS	POST OFFICE ADDRESS
President
Treasurer	See Attached Exhibit A.
Clerk
Directors

(c) The fiscal year end (i.e. tax year) of the *surviving corporation shall end on the last day of the month of: December

(d) The name and business address of the resident agent, if any, of the *surviving corporation is:

N/A

Item 5 below may be deleted if the resulting/surviving corporation is organized under the laws of Massachusetts.

5. The *resulting/ *surviving corporation hereby agrees that it may be sued in the Commonwealth of Massachusetts for any prior obligation of any constituent Massachusetts corporation, any prior obligation of any constituent foreign corporation qualified under General Laws, Chapter 181, and any obligations hereafter incurred by the surviving corporation, including the obligation created by General Laws, Chapter 156B, Section 85, so long as any liability remains outstanding against the corporation in the Commonwealth of Massachusetts and it hereby irrevocably appoints the Secretary of the Commonwealth as its agent to accept service of process in any action for the enforcement of any such obligation, including taxes, in the same manner as provided in Chapter 181.

FOR MASSACHUSETTS CORPORATIONS

The undersigned Wayne S. Rachlen *Vice President and Wayne S. Rachlen*Assistant Clerk of American Medical Response of Massachusetts, Inc., a corporation organized under the laws of Massachusetts, further state under the penalties of perjury that the agreement of *merger has been duly executed on behalf of such corporation and duly approved in the manner required by General Laws, Chapter 156B, Section 85.

/s/ Wayne S. Rachlen	*Vice President
Wayne S. Rachlen
/s/ Wayne S. Rachlen	*Assistant Clerk
Wayne S. Rachlen

FOR CORPORATIONS ORGANIZED IN A STATE OTHER THAN MASSACHUSETTS

The undersigned + Wayne S. Rachlen + of Ambulance Systems of America, Inc., a corporation organized under the laws of Delaware, further state under the penalties of perjury that the agreement of *merger has been duly adopted by such corporation in the manner required by the laws of the State of Delaware.

*	Delete the inapplicable words.
+	Specify the officer having powers and duties corresponding to those of the president or vice president of a Massachusetts corporation organized under General Laws, Chapter 156B.
++	Specify the officer having powers and duties corresponding to the clerk or assistant clerk of such a Massachusetts corporation.
+	/s/ Wayne S. Rachlen
	Wayne S. Rachlen
++	/s/ Wayne S. Rahclen
	Wayne S. Rachlen

14

EXHIBIT A

Directors and Officers

I.OFFICERS.

NAME	RESIDENCE	POST OFFICE ADDRESS
President	Dominic J. Puopolo	204 Dedham Street Dover, MA 02030	N/A
Vice President	William George	2821 South Parker Road, #1000 Aurora, CO 80014	N/A
Vice President	Wayne S. Rachlen	30 Michael Lane Stoughton, MA 02072	N/A
Treasurer	Dominic J. Puopolo	Same as above	N/A
Clerk	Dominic J. Puopolo	Same as above	N/A
Assistant Clerk	William George	Same as above	N/A
Assistant Clerk	Wayne S. Rachlen	30 Michael Lane	N/A
		Stoughton, MA 02072

II.DIRECTORS.

NAME	RESIDENCE	POST OFFICE ADDRESS
Dominic J. Puopolo	Same as above	N/A
Paul M. Verrochi	90 North Main Street	N/A
	Cohasset, MA 02025
Paul T. Shirley	2410 Empire Grade Road	N/A
	Santa Cruz, CA 95060

15

November 29, 1995

Office of the Massachusetts Secretary of State

One Ashburton Place
Boston, MA 02108

American Medical Response, Inc., a Delaware corporation qualified to transact business in Massachusetts is aware of and consents to Norfolk-Bristol Ambulance Services, Inc., a Massachusetts corporation, amending its corporate name to be and read as American Medical Response of Massachusetts, Inc.

Sincerely,

/s/ Dominic J. Puopolo

Dominic J. Puopolo

Vice President

November 29, 1995

Office of the Massachusetts Secretary of State

One Ashburton Place

Boston, MA 02108

American Medical Response of Connecticut, Incorporated, a Connecticut corporation qualified to transact business in Massachusetts and currently doing business in Massachusetts as American Medical Response of Massachusetts, Inc.,  is aware of and consents to Norfolk-Bristol Ambulance Services, Inc., a Massachusetts corporation, amending its corporate name to be and read as American Medical Response of Massachusetts, Inc.

Sincerely,

/s/ Dominic J. Puopolo

Dominic J. Puopolo

Vice President

That the Articles of Organization of this Corporation be amended by changing the Article thereof numbered “First,” so that, as amended said Article shall be and read as follows:

“The name of this Corporation is American Medical Response of Massachusetts, Inc.”

The foregoing amendment will become effective when these articles of amendment are filed in accordance with Chapter 156B, Section 6 of The General Laws unless these articles specify, in accordance with the vote adopting the amendment, a later effective date not more than thirty days after such filing, in which event the amendment will become effective on such later date.

LATER EFFECTIVE DATE: Upon filing.

IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereunto signed our names this 29th day of November, in the year 1995.

/s/ Dominic J. Puopolo	,	President and Clerk
Dominic J. Puopolo
	,	Clerk/Assistant Clerk

The Commonwealth of Massachusetts

William Francis Galvin

Secretary of the Commonwealth

ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS 02108

ARTICLES OF AMENDMENT

General Laws, Chapter 156B, Section 72

FEDERAL IDENTIFICATION

NO. 04-2574482

I, Dominic J. Puopolo, President and Clerk of

Norfolk-Bristol Ambulance Services, Inc.

(EXACT Name of Corporation)

located at: 67 Batterymarch Street, Boston, MA 02110

(MASSACHUSETTS Address of Corporation)

do hereby certify that these ARTICLES OF AMENDMENT affecting Articles NUMBERED:

I

(Number those articles 1, 2, 3, 4, 5 and/or 6 being amended hereby)

of the Articles of Organization were duly adopted at a meeting held on November 29, 1995, by vote of:

100 shares of Common		out of 100 shares outstanding,
	type, class & series (if any)
	shares of	out of	shares outstanding, and
	type, class & series (if any)
	shares of	out of	shares outstanding,
	type, class & series (if any)

CROSS OUT being at least a majority of each type, class or series INAPPLICABLE outstanding and entitled to vote thereon:

CLAUSE

(1)           For amendments adopted pursuant to Chapter 156B, Section 70.

(2)           For amendments adopted pursuant to Chapter 156B, Section 71.

Note: If the space provided under any Amendment or item on this form is insufficient, additions shall be set forth on separate 8-1/2 x 11 sheets of paper leaving a left-hand margin of at least 1 inch for binding. Additions to more than one Amendment may be continued on a single sheet so long as each Amendment requiring each such addition is clearly indicated.

To CHANGE the number of shares and the par value (if any) of any type, class or series of stock which the corporation is authorized to issue, fill in the following:

The total presently authorized is:

WITHOUT PAR VALUE STOCKS

TYPE	NUMBER OF SHARES
COMMON
PREFERRED

WITH PAR VALUE STOCKS

TYPE	NUMBER OF SHARES	PAR VALUE
COMMON
PREFERRED

CHANGE the total authorized to:

WITHOUT PAR VALUE STOCKS

TYPE	NUMBER OF SHARES
COMMON
PREFERRED

WITH PAR VALUE STOCKS

TYPE	NUMBER OF SHARES	PAR VALUE
COMMON
PREFERRED

The Commonwealth of Massachusetts

ONE ASHBURTON PLACE FEDERAL IDENTIFICATION

BOSTON, MA 02108 NO. 04-2574482

ARTICLES OF MERGER*

PURSUANT TO GENERAL LAWS, CHAPTER 156B, SECTION 78

The fee for filing this certificate is prescribed by General Laws,

Chapter 156B, Section 114.

Make checks payable to the Commonwealth of Massachusetts.

* * * *

MERGER* OF
	Worcester Himmer Ambulance Services, Inc.
	Norfolk-Bristol Ambulance Services, Inc.
	the constituent corporations
into	Norfolk-Bristol Ambulance Services, Inc.

one of the constituent corporations*.

The undersigned officers of each of the constituent corporations certify under the penalties of perjury as follows:

1. An agreement of merger* has been duly adopted in compliance with the requirements of subsections (b) and (c) of General Laws, Chapter 156B, Section 78, and will be kept as provided by subsection (d) thereof. The surviving* corporation will furnish a copy of said agreement to any of its stockholders, or to any person who was a stockholder of any constituent corporation, upon written request and without charge.

2. The effective date of the merger* determined pursuant to the agreement referred to in paragraph 1 shall be November 30, 1995.

3. (For a merger)

**The following amendments to the articles of organization of the SURVIVING corporation have been affected pursuant to the agreement of merger referred to in paragraph 1:

None

*Delete the inapplicable words.

**If there are no provisions state “NONE.”

NOTE: If the space provided under article 3 is insufficient, additions shall be set forth on separate 8-1/2 x 11 inch sheets of paper, leaving a left hand margin of at least 1 inch for binding. Additions to more than one article may be continued on a single sheet so long as each article requiring each such addition is clearly indicated.

(For a consolidation)

(a) The purposes of the RESULTING corporation are as follows:

N/A

(b) The total number of shares and the par value, if any, of each class of stock which the resulting corporation is authorized is as follows:

N/A

	CLASS OF STOCK WITHOUT PAR VALUE	WITH PAR VALUE
	NUMBER OF SHARES	NUMBER OF SHARES	PAR VALUE	AMOUNT
Preferred				$
Common

**(c) If more than one class is authorized, a description of each of the different classes of stock with, if any, the preferences, voting powers, qualifications, special or relative rights or privileges as to each class thereof and any series now established.

N/A

**(d) Other lawful provisions, if any, for the conduct and regulation of the business and affairs of the corporation, for its voluntary dissolution, for restrictions upon the transfer of shares of stock of any class, or for limiting, defining, or regulating the powers of the corporation, or of its directors or stockholders, or of any class of stockholders:

N/A

*Delete the inapplicable words.

**If there are no provisions state “NONE.”

NOTE: If the space provided under article 3 is insufficient, additions shall be set forth on separate 8-1/2 x 11 inch sheets of paper, leaving a left hand margin of at least 1 inch for binding. Additions to more than one article may be continued on a single sheet so long as each article requiring each such addition is clearly indicated.

EXHIBIT A

Directors and Officers

I.OFFICERS.

	NAME	RESIDENCE	POST OFFICE ADDRESS
President	Dominic J. Puopolo	204 Dedham Street	N/A
		Dover, MA 02030
Treasurer	Dominic J. Puopolo	Same as above	N/A
Clerk	Dominic J. Puopolo	Same as above	N/A

II.DIRECTORS.

NAME	RESIDENCE	POST OFFICE ADDRESS
Dominic J. Puopolo	Same as above	N/A
Paul M. Verrochi	90 North Main Street	N/A
	Cohasset, MA 02025
Paul T. Shirley	2410 Empire Grade Road
	Santa Cruz, CA 95060	N/A

4. The following information shall not for any purpose be treated as a permanent part of the articles of organization of the surviving* corporation.

(a) The post office address of the initial principal office of the surviving* corporation in Massachusetts is:

67 Batterymarch Street, Boston, MA 02110

(b) The name, residence and post office address of each of the initial directors and President, Treasurer and Clerk of the surviving* corporation is as follows:

Name	Residence	Post Office Address
President	See Attached Exhibit A.
Treasurer
Clerk
Directors

(c) The date initially adopted on which the fiscal year of the surviving* corporation ends is: December 31.

(d) The date initially fixed in the by-laws for the Annual Meeting of stockholders of the surviving* corporation is: Third Thursday in April of each year.

The undersigned officers of the several constituent corporations listed above further state under the penalties of perjury as to their respective corporations that the agreement of merger* referred to in paragraph 1 has been duly examined on behalf of such corporation and duly approved by the stockholders of such corporation in the manner required by General Laws, Chapter 156B, Section 78.

/s/ Dominic J. Puopolo

Dominic J. Puopolo, President* and

Clerk of Worcester Himmer Ambulance

Services, Inc.

(name of constituent corporation)

/s/ Dominic J. Puopolo

Dominic J. Puopolo, President* and

Clerk of Norfolk-Bristol Ambulance

Services, Inc.

(name of constituent corporation)

The Commonwealth of Massachusetts

FEDERAL IDENTIFICATION

NO. 04-2803727

FEDERAL IDENTIFICATION

NO. 04-2574482

ONE ASHBURTON PLACE

BOSTON, MA 02108

ARTICLES OF MERGER*

PURSUANT TO GENERAL LAWS, CHAPTER 156B, SECTION 78

The fee for filing this certificate is prescribed by General Laws, Chapter

156B, Section 114.

Make checks payable to the Commonwealth of Massachusetts.

* * * *

MERGER* OF	Charter Ambulance Services, Inc.
	Norfolk-Bristol Ambulance Services, Inc.
	the constituent corporations
into	Norfolk-Bristol Ambulance Services, Inc.

one of the constituent corporations*.

The undersigned officers of each of the constituent corporations certify under the penalties of perjury as follows:

1. An agreement of merger* has been duly adopted in compliance with the requirements of subsections (b) and (c) of General Laws, Chapter 156B, Section 78, and will be kept as provided by subsection (d) thereof. The surviving* corporation will furnish a copy of said agreement to any of its stockholders, or to any person who was a stockholder of any constituent corporation, upon written request and without charge.

2. The effective date of the merger* determined pursuant to the agreement referred to in paragraph 1 shall be November 30, 1995.

3. (For a merger)

**The following amendments to the articles of organization of the SURVIVING corporation have been affected pursuant to the agreement of merger referred to in paragraph 1:

None

*Delete the inapplicable words.

**If there are no provisions state “NONE.”

NOTE: If the space provided under article 3 is insufficient, additions shall be set forth on separate 8-1/2 x 11 inch sheets of paper, leaving a left hand margin of at least 1 inch for binding. Additions to more than one article may be continued on a single sheet so long as each article requiring each such addition is clearly indicated.

(For a consolidation)

(a) The purposes of the RESULTING corporation are as follows:

N/A

(b) The total number of shares and the par value, if any, of each class of stock which the resulting corporation is authorized is as follows:

N/A

	CLASS OF STOCK WITHOUT PAR VALUE	WITH PAR VALUE
	NUMBER OF SHARES	NUMBER OF SHARES	PAR VALUE	AMOUNT
Preferred				$
Common

**(c) If more than one class is authorized, a description of each of the different classes of stock with, if any, the preferences, voting powers, qualifications, special or relative rights or privileges as to each class thereof and any series now established.

N/A

**(d) Other lawful provisions, if any, for the conduct and regulation of the business and affairs of the corporation, for its voluntary dissolution, for restrictions upon the transfer of shares of stock of any class, or for limiting, defining, or regulating the powers of the corporation, or of its directors or stockholders, or of any class of stockholders:

N/A

*Delete the inapplicable words.

**If there are no provisions state “NONE.”

NOTE: If the space provided under article 3 is insufficient, additions shall be set forth on separate 8-1/2 x 11 inch sheets of paper, leaving a left hand margin of at least 1 inch for binding. Additions to more than one article may be continued on a single sheet so long as each article requiring each such addition is clearly indicated.

EXHIBIT A

Directors and Officers

I.OFFICERS.

	NAME	RESIDENCE	POST OFFICE ADDRESS
President	Dominic J. Puopolo	204 Dedham Street	N/A
		Dover, MA 02030
Treasurer	Dominic J. Puopolo	Same as above	N/A
Clerk	Dominic J. Puopolo	Same as above	N/A

II.DIRECTORS.

NAME	RESIDENCE	POST OFFICE ADDRESS
Dominic J. Puopolo	Same as above	N/A
Paul M. Verrochi	90 North Main Street	N/A
	Cohasset, MA 02025
Paul T. Shirley	2410 Empire Grade Road
	Santa Cruz, CA 95060	N/A

4. The following information shall not for any purpose be treated as a permanent part of the articles of organization of the surviving* corporation.

(a) The post office address of the initial principal office of the surviving* corporation in Massachusetts is:

67 Batterymarch Street, Boston, MA 02110

(b) The name, residence and post office address of each of the initial directors and President, Treasurer and Clerk of the surviving* corporation is as follows:

Name	Residence	Post Office Address
President	See Attached Exhibit A.
Treasurer
Clerk
Directors

(c) The date initially adopted on which the fiscal year of the surviving* corporation ends is: December 31.

(d) The date initially fixed in the by-laws for the Annual Meeting of stockholders of the surviving* corporation is: Third Thursday in April of each year.

The undersigned officers of the several constituent corporations listed above further state under the penalties of perjury as to their respective corporations that the agreement of merger* referred to in paragraph 1 has been duly examined on behalf of such corporation and duly approved by the stockholders of such corporation in the manner required by General Laws, Chapter  156B, Section 78.

/s/ Dominic J. Puopolo

Dominic J. Puopolo, President* and Clerk* of Chaulk Ambulance Services, Inc.

(name of constituent corporation)

/s/ Dominic J. Puopolo

Dominic J. Puopolo, President* and Clerk* of Norfolk-Bristol Ambulance Services,

Inc. (name of constituent corporation)

The Commonwealth of Massachusetts	Federal Identification
WILLIAM FRANCIS GALVIN	No. 04-2317876
Secretary of the Commonwealth
ONE ASHBURTON PLACE	Federal Identification
BOSTON, MASS. 02108	No. 04-2574482

ARTICLES OF MERGER*

PURSUANT TO GENERAL LAWS, CHAPTER  I56B, SECTION 78

The fee for filing this certificate is prescribed by General Laws, Chapter 156B. Section 114.  Make checks payable to the Commonwealth of Massachusetts.

* * * *

MERGER* OF
	Chaulk Ambulance Services, Inc.
	Norfolk-Bristol Ambulance Services, Inc.
	the constituent corporations
into	Norfolk-Bristol Ambulance Services, Inc.

one of the constituent corporations*.

The undersigned officers of each of the constituent corporations certify under the penalties of perjury as follows:

1. An agreement of merger* has been duly adopted in compliance with the requirements of subsections (b) and (c) of General Laws, Chapter 156B, Section 78, and will be kept as provided by subsection (d) thereof. The surviving* corporation will furnish a copy of said agreement to any of its stockholders, or to any person who was a stockholder of any constituent corporation, upon written request and without charge.

2. The effective date of merger* determined pursuant to the agreement referred to in paragraph 1 shall be November 30, 1995.

3. (For a merger)

**The following amendments to the articles of organization of the SURVIVING corporation have been affected pursuant to the agreement of merger referred to in paragraph 1:

None

*Delete the inapplicable words.

**If there are no provisions state “NONE.”

NOTE: If the space provided under article 3 is insufficient, additions shall be set forth on separate 8-1/2 x 11 inch sheets of paper, leavings left hand margin of at least 1 inch for binding. Additions to more than one article may be continued on a single sheet so long as each article requiring each such addition is clearly indicated.

(For a consolidation)

(a) The purposes of the RESULTING corporation are as follows:

N/A

(b) The total number of shares and the par value, if any, of each class of stock which the resulting corporation is authorized is as follows:

N/A

	WITHOUT PAR VALUE	WITH PAR VALUE
CLASS OF STOCK	NUMBER OF SHARES	NUMBER OF SHARES	PAR VALUE	AMOUNT
Preferred
Common

**(c) If more than one class is authorized, a description of each of the different classes of stock with, if any, the preferences, voting powers,  qualifications, special or relative rights or privileges as to each class thereof and any series now established.

N/A

**(d) Other lawful provisions, if any, for the conduct and regulation of the business and affairs of the corporation, for its voluntary dissolution, for restrictions upon the transfer of shares of stock of any class, or for limiting,  defining, or regulating the powers of the corporation, or of its directors or stockholders, or of any class of stockholders:

N/A

*Delete the inapplicable words.

**If there are no provisions state “NONE.”

NOTE: If the space provided under article 3 is insufficient, additions shall be set forth on separate 8-1/2 x 11 inch sheets of paper, leaving a left hand margin of at least 1 inch for binding. Additions to more than one article may be continued on a single sheet so long as each article requiring each such addition is clearly indicated.

EXHIBIT A

Directors and Officers

I.OFFICERS.

	NAME	RESIDENCE	POST OFFICE ADDRESS
President	Dominic J. Puopolo	204 Dedham Street	N/A
		Dover, MA 02030
Treasurer	Dominic J. Puopolo	Same as above	N/A
Clerk	Dominic J. Puopolo	Same as above	N/A

II.DIRECTORS.

NAME	RESIDENCE	POST OFFICE ADDRESS
Dominic J. Puopolo	Same as above	N/A
Paul M. Verrochi	90 North Main Street	N/A
	Cohasset, MA 02025
Paul T. Shirley	2410 Empire Grade Road
	Santa Cruz, CA 95060	N/A

4. The following information shall not for any purpose be treated as a permanent part of the articles of organization of the surviving* corporation.

(a) The post office address of the initial principal office of the surviving* corporation in Massachusetts is:

67 Batterymarch Street, Boston, MA 02110

(b) The name, residence and post office address of each of the initial directors and President, Treasurer and Clerk of the surviving* corporation is as follows:

Name	Residence	Post Office Address
President	See Attached Exhibit A.
Treasurer
Clerk
Directors

(c) The date initially adopted on which the fiscal year of the surviving* corporation ends is: December 31.

(d) The date initially fixed in the by-laws for the Annual Meeting of stockholders of the surviving* corporation is: Third Thursday in April of each year.

The undersigned officers of the several constituent corporations listed above further state under the penalties of perjury as to their respective corporations that the agreement of merger* referred to in paragraph 1 has been duly examined on behalf of such corporation and duly approved by the stockholders of such corporation in the manner required by General Laws, Chapter  156B, Section 78.

/s/ Dominic J. Puopolo

Dominic J. Puopolo, President* and Clerk* of Chaulk Ambulance Services, Inc.

(name of constituent corporation)

/s/ Dominic J. Puopolo

Dominic J. Puopolo, President* and Clerk* of Norfolk-Bristol Ambulance Services,

Inc. (name of constituent corporation)

The Commonwealth of Massachusetts

William Francis Galvin

Secretary of the Commonwealth

Corporations Division

One Ashburton Place, Boston, MA 02108-1512

ARTICLES OF

MERGER OF PARENT AND SUBSIDIARY CORPORATIONS

PURSUANT TO GENERAL LAWS, CHAPTER 156B, SECTION 82

The fee for filing this certificate is prescribed by General Laws,

Chapter 156B, Section 114. Make check payable to the Commonwealth

of Massachusetts.

* * * *

We Robert J. Zammitto, Jr. President* and Clerk* of NORFOLK-BRISTOL AMBULANCE SERVICES, INC.

name of corporation

organized under the laws of Massachusetts and herein called the parent corporation, do hereby certify as follows:

1. That the subsidiary corporation(s) to be merged into the parent corporations are/ is as follows:

	State of	Date of
Name	Organization	Organization
PV Leasing Corp.	Massachusetts	05/06/91
RPCV Leasing Corp.	Massachusetts	05/06/91

2. That the parent corporation owns at least ninety per cent of the outstanding shares of each class of the stock of each subsidiary corporation to be merged into the parent corporation.

3. That in the case of each of the above-named corporations the laws of the state of its organization, if other than Massachusetts, permit the merger herein provided for and that all action requited under the laws of each such state in connection with this merger has been duly taken. (If all the corporations are organized under the laws of Massachusetts and if General Laws, Chapter 156B is applicable to them, then Paragraph 3 may be deleted.)

*Delete the inapplicable words. In case the parent corporation is organized under the laws of a state other than Massachusetts these articles are to be signed by officers having corresponding powers and duties.

4. That at a meeting of the directors of the parent corporation, the following vote, pursuant to subsection (a) of General Laws, Chapter 156B,  Section 82, was duly adopted:

SEE EXHIBIT A ATTACHED HERETO

NOTE: Votes for which the space provided is not sufficient should be set out on continuation sheets to be numbered 2A, 2B, etc. Continuation sheets must have a left-hand margin 1 inch wide for binding. Only one side should be used.

EXHIBIT A

TO

ARTICLES OF MERGER

OF

NORFOLK-BRISTOL AMBULANCE SERVICES, INC.

RESOLVED:	That this Corporation be merged with its wholly-owned subsidiaries, PV Leasing Corp. (“PV”), a Massachusetts corporation and RPCV Leasing Corp.(“RPCV”), a Massachusetts corporation, pursuant to and on terms substantially as set forth in the Agreement of Merger (the “Merger Agreement”) among this Corporation, PV and RPCV, attached hereto as Exhibit A;
FURTHER RESOLVED:	That the Merger Agreement and the transactions contemplated thereby are hereby authorized, approved and adopted in all respects;

5. The effective date of the merger as specified in the vote set out under Paragraph 4 is

IN WITNESS WHEREOF and under the penalties of perjury we have hereto signed our names this 4th day of August, 1995.

/s/ Robert J. Zammitto, Jr. President *

Robert J. Zammitto, Jr.

/s/ Robert J. Zammitto, Jr. Clerk *

*Delete the inapplicable words. In case the parent corporation is organized under the laws of a state other than Massachusetts these articles are to be signed by officers having corresponding powers and duties.

The Commonwealth of Massachusetts

William Francis Galvin

Secretary of the Commonwealth

ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS 02108

ARTICLES OF AMENDMENT

General Laws, Chapter 156B, Section 72

We	Robert J. Zammitto, Jr., President and
	Robert J. Zammitto, Sr. Clerk of

ZAM-CUL ENTERPRISES, INC.

(EXACT Name of Corporation)

located at: 41 Cocasset Street, Foxboro, MA 02035

(MASSACHUSETTS Address of Corporation)

do hereby certify that these ARTICLES OF AMENDMENT affecting Articles NUMBERED

(Number those articles 1, 2, 3, 4, 5 and/or 6 being amended hereby) of the Articles of Organization were duly adopted by unanimous Consent dated July 14 1995 by vote of:

100 shares of Common out of 100 shares outstanding,

       shares of                 out of        shares outstanding, and

       shares of                 out of        shares outstanding.

CROSS OUT	being at least a majority of each type, class or series
INAPPLI–	outstanding and entitled to vote thereon;
CABLE	being at least two-thirds of each type, class or series
CLAUSE	outstanding and entitled to vote thereon and of each type,

class or series of stock whose rights are adversely affected thereby:

RESOLVED: That the Articles of Organization be and they hereby are amended to change the name of the Corporation from ZAM-CUL ENTERPRISES, INC. to NORFOLK-BRISTOL AMBULANCE SERVICES, INC. and that the President and the Clerk be and they hereby are authorizer and empowered, acting in the name and on behalf of this Corporation to execute and file Articles of Amendment to the Articles of Organization with the Secretary of State of the Commonwealth of Massachusetts and that the foregoing amendment take effect when so filed.

C
P	(1)     For amendments adopted pursuant to Chapter 156B, Section 70.
M	(2)     For amendments adopted pursuant to Chapter 1568, Section 71.
R.A.	Note.  If the space provided under any Amendment or item on this form is insufficient, additions shall be set forth on separate 8 1/2 x 11 sheets of paper leaving a left-hand margin of at least 1 inch for binding. Additions to more than one Amendment may be continued on a single sheet so long as each Amendment requiring each such addition is clearly indicated

The foregoing amendment will become effective when these articles of amendment are filed in accordance with Chapter 156B, Section 6 of The General Laws unless these articles specify, in accordance with the vote adopting the amendment, a later effective date not more than thirty days after such filing, in which event the amendment will become effective on such later date. LATER EFFECTIVE DATE:

IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereunto signed our names this 14th day of July, in the year 1995.

/s/ Robert J. Zammitto, Jr. President

Robert J. Zammitto, Jr.

/s/ Steven Prelack Assistant Clerk

Steven Prelack

The Commonwealth of Massachusetts

PAUL GUZZI

Secretary of the Commonwealth

STATE HOUSE

BOSTON, MASS. 02133

ARTICLES OF ORGANIZATION

(Under G.L. Ch. 156B)

Incorporators

NAME	POST OFFICE ADDRESS
Include given name in full in case of natural persons; in case of a corporation, give state of incorporation.
SUSAN E. CULBERT	590 Elm Street, Mansfield, Mass.

The above-named incorporator(s) do hereby associate (themselves) with the intention of forming a corporation under the provisions of General Laws, Chapter 156B and hereby state(s):

1.             The name by which the corporation shall be known is:

ZAM-CUL ENTERPRISES, INC.

2.             The purposes for which the corporation is formed are as follows:

See page 1A and 1B

NOTE: If provisions for which the space provided under Articles 2, 4, 5 and 6 is not sufficient, additions should be set out on continuation sheets to be numbered 2A, 2B, etc. Indicate under each Article where the provision is set out. Continuation sheets shall be on 8 1/2” x 11” paper and must have a left-hand margin 1 inch wide for binding. Only one side should be used.

3.             The total number of shares and the par value, if any, of each class of stock which the corporation is authorized is as follows:

	WITHOUT PAR VALUE	WITH PAR VALUE
CLASS OF STOCK	NUMBER OF SHARES	NUMBER OF SHARES	PAR VALUE	AMOUNT
Preferred	None	None		$
Common	7500	None

*4.If more than one class is authorized, a description of each of the different classes of stock with, if any, the preferences, voting powers, qualifications. special or relative rights or privileges as to each class thereof and any series now established:

NONE

*5.The restrictions, if any, imposed by the Articles of Organization upon the transfer of shares of stock of any class are as follows:

See page 2A

*6.Other lawful provisions, if any, for the conduct and regulation of the business and affairs of the corporation, for its voluntary dissolution, or for limiting, defining, or regulating the powers of the corporation, or of its directors or stockholders, or of any class of stockholders:

Meetings of the Stockholders of the corporation may be held anywhere in the United States.

Shares of stock to be issued shall be issued in accordance with a plan adopted under Section 1244 of the Internal Revenue Code of 1954, as amended.

*If there are no provisions state “None”.

To organize, maintain and operate for hire a general livery service for the purpose of transporting persons, baggage, merchandise and freight of every description by means of automobiles, limousines, ambulances, and vehicles of every kind, however propelled; to do generally all and every other thing necessary and incident to the enjoyment of the powers and privileges herein granted.

To apply for, purchase or in any manner to acquire, outright or by way of lease, license or otherwise, patents, trade-marks, copyrights, secret processes, inventions, formulae, and improvements of any and every nature which may be necessary convenient, incidental or advantageous to the Corporation or for effecting any of its purposes; and to grant or license the same to others.

To construct, lease, purchase or otherwise acquire real estate and personal property of any nature, or any interest therein, without limit as to amount or value, reasonably necessary or convenient for effecting or furthering any or all of the purposes and powers of the Corporation. To purchase, lease or otherwise acquire, in whole or in part, as a going concern or otherwise, the business, good-will, rights, franchises, stocks, bonds, or other securities issued by and the property of every kind, and assume the whole or any part of the liabilities of, any person, firm association or Corporation engaged in or authorized to conduct any business identical with or similar to any business authorized to be conducted by this Corporation or owning property necessary or suitable for its purposes, and to exercise all powers necessary or incidental to the conduct of such business. To hold, own use, manage, operate, improve, lease, license, mortgage. sell, dispose of or otherwise turn to account or deal with all or any part of the property of the Corporation or any interest therein.

Insofar as may be permitted by law, to borrow money or otherwise incur indebtedness or liability for effecting any of its corporate purposes or powers; to make, accept, indorse, execute and issue promissory notes, bills of exchange, bonds, debentures or other obligations from time to time, for the purchase of property, or for effecting any of its corporate purposes or powers; and, if deemed proper, to secure the payment of any such obligations by mortgage, pledge, deed of trust, or other hypothecation of any or all of the property of the Corporation. Insofar as may be permitted by law, to purchase or otherwise acquire shares of its capital stock or its bonds, debentures or other obligations and to hold, reissue, resell, exchange, mortgage, pledge, hypothecate, dispose of, cancel, retire or redeem the same; and to guarantee the obligations of others.

Insofar as may be permitted by law, to enter into, make, perform and carry out contracts of any kind with, and to act as agent for, any person, firm, association or corporation, whether private, public, quasi-public or municipal, or body politic, whether foreign or domestic, and with and for any domestic or foreign state or government or territory or colony thereof. To conduct its business in all branches, and to exercise any and all of its powers so far as permitted by law, in the Commonwealth of Massachusetts, and in any other commonwealth or state in or of the United States, and in any Territory, district, dependency, colony or possession thereof, and in any foreign country, and to maintain offices and agencies in any part of the world, either within or without the Commonwealth of Massachusetts.

1A

In furtherance and not in limitation of these purposes and powers, to do any and all things and exercise any and all powers necessary, convenient or advisable to accomplish one or more of the purposes of the Corporation, or which shall at any time appear to be for the benefit of the Corporation in connection therewith, which may now or hereafter be lawful for the Corporation to do or exercise under and in pursuance of the laws of the Commonwealth of Massachusetts.

1B

Any holder of common no-par stock, including the heirs, executors or administrators of a deceased stockholder, or any trustee officer having the right to deal with said shares by operation of law, any holder of stock by foreclosure of any pledge, hypothecation or security interest, desiring to sell, dispose of or transfer any such stock owned by him or them, shall first offer the same to this corporation, through its Board of Directors of his desire to sell or transfer by notice in writing. The notice shall contain the name of the proposed transferee, the price at which he is willing to sell or transfer the same, and name of one arbitrator. The directors shall within thirty days thereafter, either accept the offer or by notice to him in writing name a second arbitrator. These two arbitrators shall name a third within thirty days thereafter. It shall then be the duty of the arbitrators to ascertain the value of the stock, and if any arbitrator shall neglect or refuse to appear at any meeting appointed by the third arbitrator, a majority may act in the absence of such arbitrator.

After the acceptance of the offer or the report of the arbitrators as to the value of the stock, the directors shall have thirty days within which to purchase the same at such valuation, but if at the expiration of thirty days, the corporation shall not have exercised the right so to purchase, the owner of the stock shall be at liberty to sell or transfer the same to the transferee named in his notice.

No shares of stock shall be sold or transferred on the books of the corporation until these provisions have been complied with, but the Board of Directors may in any particular instance waive the requirements.

2A

7.By-laws of the corporation have been duly adopted and the initial directors, president, treasurer and clerk, whose names are set out below, have been duly elected.

8.The effective date of organization of the corporation shall be the data of filing with the Secretary of the Commonwealth or if later date is desired, specify date, (not more than 30 days after date of filing.)

9.The following information shall not for any purpose be treated as a permanent part of the Articles of Organization of the corporation.

a.The post office address of the initial principal office of the corporation in Massachusetts is:

590 Elm Street, Mansfield, Mass. 02048

(P. O. Box 371, Mansfield, Mass. 02048)

b.The name. residence, and post office address of each of the initial directors and following officers of the corporation are as follows:

	NAME	RESIDENCE POST OFFICE ADDRESS
President:	ROBERT J. CULBERT	590 Elm Street, Mansfield, Mass. 02048 (P. O. Box 371, Mansfield, Mass.)
Treasurer:	Robert J. Zammitto	17 Wayne Drive, Foxboro, Mass.
Clerk:	Valerie L. Zammitto	17 Wayne Drive, Foxboro, Mass.
Directors:	Robert J. Culbert	590 Elm Street, Mansfield, Maas. 01048 (P. O. Box 371, Mansfield, Mass.)
	Susan E. Culbert	590 Elm Street, Mansfield, Mass. 02048 (P. O. Box 371, Mansfield, Mass.)
	Robert J. Zammitto	17 Wayne Drive, Foxboro, Mass.
	Valerie L. Zammitto	17 Wayne Drive, Foxboro, Mass.

c.The date initially adopted on which the corporation’s fiscal year ends is: March 31st

d.The date initially fixed in the by-laws for the annual meeting of stockholders of the corporation is: third Wednesday in October

e.The name and business address of the resident agent, if any, of the corporation is: NONE

IN WITNESS WHEREOF and under the penalties of perjury the above-named INCORPORATOR(S) sign(s) these Articles of Organization this 25 day of August 1975.

/s/ Susan E. Culbert

SUSAN E. CULBERT

The signature of each incorporator which is not a natural person must be by an individual who shall show the capacity in which he acts and by signing shall represent under the penalties of perjury that he is duly authorized on its behalf to sign these Articles of Organization.

EX-3.46

Exhibit 3.46

BY-LAWS

OF

THE SUBSIDIARIES OF

AMERICAN MEDICAL RESPONSE, INC.

Section 1. LAW, CERTIFICATE OF INCORPORATION

AND BY-LAWS

1.1. These by-laws are subject to the certificate of incorporation of the corporation. In these by-laws, references to law, the certificate of incorporation and by-laws mean the law, the provisions of the certificate of incorporation and the by-laws as from time to time in effect.

Section 2. STOCKHOLDERS

2.1. Annual Meeting. The annual meeting of stockholders shall be held at 10:00 am on the second Tuesday in May in each year, unless that day be a legal holiday at the place where the meeting is to be held, in which case the meeting shall be held at the same hour on the next succeeding day not a legal holiday, or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect a board of directors and transact such other business as may be required by law or these by-laws or as may properly come before the meeting.

2.2. Special Meetings. A special meeting of the stockholders may be called at any time by the chairman of the board, if any, the president or the board of directors. A special meeting of the stockholders shall be called by the secretary, or in the case of the death, absence, incapacity or refusal of the secretary, by an assistant secretary or some other officer, upon application of a majority of the directors. Any such application shall state the purpose or purposes of the proposed meeting. Any such call shall state the place, date, hour, and purposes of the meeting.

2.3. Place of Meeting. All meetings of the stockholders for the election of directors or for any other purpose shall be held at such place within or without the state of incorporation as may be determined from time to time by the chairman of the board, if any, the president or the board of directors. Any adjourned session of any meeting of the stockholders shall be held at the place designated in the vote of adjournment.

2.4. Notice of Meetings. Except as otherwise provided by law, a written notice of each meeting of stockholders stating the place, day and hour thereof and, in the case of a special meeting, the purposes for which the meeting is called, shall be given not less then ten nor more than sixty days before the meeting, to each stockholder entitled to vote thereat, and to each stockholder who, by law, by the certificate of incorporation or by these by-laws, is entitled to notice, by leaving such notice with him or at his residence or usual place of business, or by depositing it in the United States mail, postage prepaid, and addressed to such stockholder at his

address as it appears in the records of the corporation. Such notice shall be given by the secretary, or by an officer or person designated by the board of directors, or in the case of a special meeting by the officer calling the meeting. As to any adjourned session of any meeting of stockholders, notice of the adjourned meeting need not be given if the time and place thereof are announced at the meeting at which the adjournment was taken except that if the adjournment is for more than thirty days or if after the adjournment a new record date is set for the adjourned session, notice of any such adjourned session of the meeting shall be given in the manner heretofore described. No notice of any meeting of stockholders or any adjourned session thereof need be given to a stockholder if a written waiver of notice, executed before or after the meeting or such adjourned session by such stockholder, is filed with the records of the meeting or if the stockholder attends such meeting without objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the stockholders or any adjourned session thereof need be specified in any written waiver of notice.

2.5. Quorum of Stockholders. At any meeting of the stockholders a quorum as to any matter shall consist of a majority of the votes entitled to be cast on the matter, except where a larger quorum is required by law, by the certificate of incorporation or by these by-laws. Any meeting may be adjourned from time to time by a majority of the votes properly cast upon the question, whether or not a quorum is present. If a quorum is present at an original meeting, a quorum need not be present at an adjourned session of that meeting. Shares of its own stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of any corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

2.6. Action by Vote. When a quorum is present at any meeting, a plurality of the votes properly cast for election to any office shall elect to such office and a majority of the votes properly cast upon any question other than an election to an office shall decide the question, except when a larger vote is required by law, by the certificate of incorporation or by these by-laws. No ballot shall be required for any election unless requested by a stockholder present or represented at the meeting and entitled to vote in the election.

2.7. Action without Meetings. Unless otherwise provided in the certificate of incorporation, any action required or permitted to be taken by stockholders for or in connection with any corporate action may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in the state of incorporation by hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. No written consent shall be effective to take the corporate action referred to therein unless written consents signed by a number of stockholders sufficient to take such action are delivered to the corporation

2

in the manner specified in this paragraph within sixty days of the earliest dated consent so delivered.

If action is taken by consent of stockholders and in accordance with the foregoing, there shall be filed with the records of the meetings of stockholders the writing or writings comprising such consent.

If action is taken by less than unanimous consent of stockholders, prompt notice of the taking of such action without a meeting shall be given to those who have not consented in writing and a certificate signed and attested to by the secretary that such notice was given shall be filed with the records of the meetings of stockholders.

In the event that the action which is consented to is such as would have required the filing of a certificate under any provision of the General Corporation Law of the State of Delaware, if such action had been voted upon by the stockholders at a meeting thereof, the certificate filed under such provision shall state, in lieu of any statement required by such provision concerning a vote of stockholders, that written consent has been given under Section 228 of said General Corporation Law and that written notice has been given as provided in such Section 228.

2.8. Proxy Representation. Every stockholder may authorize another person or persons to act for him by proxy in all matters in which a stockholder is entitled to participate, whether by waiving notice of any meeting, objecting to or voting or participating at a meeting, or expressing consent or dissent without a meeting. Every proxy must be signed by the stockholder or by his attorney-in-fact. No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally. The authorization of a proxy may but need not be limited to specified action, provided, however, that if a proxy limits its authorization to a meeting or meetings of stockholders, unless otherwise specifically provided such proxy shall entitle the holder thereof to vote at any adjourned session but shall not be valid after the final adjournment thereof.

2.9. Inspectors. The directors or the person presiding at the meeting may, and shall if required by applicable law, appoint one or more inspectors of election and any substitute inspectors to act at the meeting or any adjournment thereof. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspectors shall make a report in writing of any challenge, question or matter determined by them and execute a certificate of any fact found by them.

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2.10. List of Stockholders. The secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in his name. The stock ledger shall be the only evidence as to who are stockholders entitled to examine such list or to vote in person or by proxy at such meeting.

Section 3. BOARD OF DIRECTORS

3.1. Number. The corporation shall have one or more directors, the number shall be consistent with applicable law and shall be determined from time to time by vote of a majority of the directors then in office. No director need be a stockholder.

3.2. Tenure. Each director shall hold office until the next annual meeting and until his successor is elected and qualified, or until he sooner dies, resigns, is removed or becomes disqualified.

3.3. Powers. The business and affairs of the corporation shall be managed by or under the direction of the board of directors who shall have and may exercise all the powers of the corporation and do all such lawful acts and things as are not by law, the certificate of incorporation or these by-laws directed or required to be exercised or done by the stockholders.

3.4. Vacancies. Vacancies and any newly created directorships resulting from any increase in the number of directors may be filled by vote of the holders of the particular class or series of stock entitled to elect such director at a meeting called for the purpose, or by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, in each case elected by the particular class or series of stock entitled to elect such directors. When one or more directors shall resign from the board, effective at a future date, a majority of the directors then in office, including those who have resigned, who were elected by the particular class or series of stock entitled to elect such resigning director or directors shall have power to fill such vacancy or vacancies, the vote or action by writing thereon to take effect when such resignation or resignations shall become effective. The directors shall have and may exercise all their powers notwithstanding the existence of one or more vacancies in their number, subject to any requirements of law or of the certificate of incorporation or of these by-laws as to the number of directors required for a quorum or for any vote or other actions.

3.5. Committees. The board of directors may, by vote of a majority of the whole board, (a) designate, change the membership of or terminate the existence of any committee or committees, each committee to consist of one or more of the directors; (b) designate one or more directors as alternate members of any such committee who may replace any absent or disqualified member at any meeting of the committee; and (c) determine the extent to which each such committee shall have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation, including the power to authorize the seal of the corporation to be affixed to all papers which require it and the power and authority to declare dividends or to authorize the issuance of stock; excepting, however, such powers which by law, by the certificate of incorporation or by these by-laws they are prohibited from so delegating. In the absence or disqualification of any member of such committee and his alternate, if any, the member or members thereof present at any meeting and not

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disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Except as the board of directors may otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by the board or such rules, its business shall be conducted as nearly as may be in the same manner as is provided by these by-laws for the conduct of business by the board of directors. Each committee shall keep regular minutes of its meetings and report the same to the board of directors upon request.

3.6. Regular Meetings. Regular meetings of the board of directors may be held without call or notice at such places within or without the State of Delaware and at such times as the board may from time to time determine, provided that notice of the first regular meeting following any such determination shall be given to absent directors. A regular meeting of the directors may be held without call or notice immediately after and at the same place as the annual meeting of stockholders.

3.7. Special Meetings. Special meetings of the board of directors may be held at any time and at any place within or without the state of incorporation designated in the notice of the meeting, when called by the chairman of the board, if any, the president, or by one-third or more in number of the directors, reasonable notice thereof being given to each director by the secretary or by the chairman of the board, if any, the president or any one of the directors calling the meeting.

3.8. Notice. It shall be reasonable and sufficient notice to a director to send notice by mail or overnight courier at least forty-eight hours or by telegram at least twenty-four hours before the meeting addressed to him at his usual or last known business or residence address or to give notice to him in person or by telephone at least twenty-four hours before the meeting. Notice of a meeting need not be given to any director if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. Neither notice of a meeting nor a waiver of a notice need specify the purposes of the meeting.

3.9. Quorum. Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, at any meeting of the directors a majority of the directors then in office shall constitute a quorum; a quorum shall not in any case be less than one-third of the total number of directors constituting the whole board. Any meeting may be adjourned from time to time by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

3.10. Action by Vote. Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, when a quorum is present at any meeting the vote of a majority of the directors present shall be the act of the board of directors.

3.11. Action Without a Meeting. Any action required or permitted to be taken at any meeting of the board of directors or a committee thereof may be taken without a meeting if all the members of the board or of such committee, as the case may be, consent thereto in writing, and such writing or writings are filed with the records of the meetings of the board or of such

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committee. Such consent shall be treated for all purposes as the act of the board or of such committee, as the case may be.

3.12. Participation in Meetings by Conference Telephone. Members of the board of directors, or any committee designated by such board, may participate in a meeting of such board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other or by any other means permitted by law. Such participation shall constitute presence in person at such meeting.

3.13. Compensation. In the discretion of the board of directors, each director may be paid such fees for his services as director and be reimbursed for his reasonable expenses incurred in the performance of his duties as director as the board of directors from time to time may determine.

Nothing contained in this section shall be construed to preclude any director from serving the corporation in any other capacity and receiving reasonable compensation therefor.

3.14. Interested Directors and Officers.

(a) No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of the corporation’s directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if:

(1) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or

(2) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or

(3) The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the board of directors, a committee thereof, or the stockholders.

(b) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes the contract or transaction.

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Section 4. OFFICERS AND AGENTS

4.1. Enumeration; Qualification. The officers of the corporation shall be a president, a treasurer, a secretary and such other officers, if any, as the board of directors from time to time may in its discretion elect or appoint including without limitation a chairman of the board, one or more vice presidents and a controller. The corporation may also have such agents, if any, as the board of directors from time to time may in its discretion choose. Any officer may be but none need be a director or stockholder. Any two or more offices may be held by the same person. Any officer may be required by the board of directors to secure the faithful performance of his duties to the corporation by giving bond in such amount and with sureties or otherwise as the board of directors may determine.

4.2. Powers. Subject to law, to the certificate of incorporation and to the other provisions of these by-laws, each officer shall have, in addition to the duties and powers herein set forth, such duties and powers as are commonly incident to his office and such additional duties and powers as the board of directors may from time to time designate.

4.3. Election. The officers may be elected by the board of directors at their first meeting following the annual meeting of the stockholders or at any other time. At any time or from time to time the directors may delegate to any officer their power to elect or appoint any other officer or any agents.

4.4. Tenure. Each officer shall hold office until his respective successor is chosen and qualified unless a shorter period shall have been specified by the terms of his election or appointment, or in each case until he sooner dies, resigns, is removed or becomes disqualified. Each agent shall retain his authority at the pleasure of the directors, or the officer by whom he was appointed or by the officer who then holds agent appointive power.

4.5. Chairman of the Board of Directors, President and Vice President. The chairman of the board, if any, shall have such duties and powers as shall be designated from time to time by the board of directors. Unless the board of directors otherwise specifies, the chairman of the board, or if there is none the chief executive officer, shall preside, or designate the person who shall preside, at all meetings of the stockholders and of the board of directors.

Unless the board of directors otherwise specifies, the president shall be the chief executive officer and shall have direct charge of all business operations of the corporation and, subject to the control of the directors, shall have general charge and supervision of the business of the corporation.

Any vice presidents shall have such duties and powers as shall be set forth in these by-laws or as shall be designated from time to time by the board of directors or by the president.

4.6. Treasurer and Assistant Treasurers. Unless the board of directors otherwise specifies, the treasurer shall be in charge of the corporation’s funds and valuable papers, and shall have such other duties and powers as may be designated from time to time by the board of directors or by the president. If no controller is elected, the treasurer shall, unless the board of directors otherwise specifies, also have the duties and powers of the controller. Any assistant

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treasurers shall have such duties and powers as shall be designated from time to time by the board of directors, the president or the treasurer.

4.7. Controller and Assistant Controllers. If a controller is elected, he shall, unless the board of directors otherwise specifies, be in charge of its books of account and accounting records, and of its accounting procedures. He shall have such other duties and powers as may be designated from time to time by the board of directors, the president or the treasurer. Any assistant controller shall have such duties and powers as shall be designated from time to time by the board of directors, the president, the treasurer or the controller.

4.8. Secretary and Assistant Secretaries. The secretary shall record all proceedings of the stockholders, of the board of directors and of committees of the board of directors in a book or series of books to be kept therefor and shall file therein all actions by written consent of stockholders or directors. In the absence of the secretary from any meeting, an assistant secretary, or if there be none or he is absent, a temporary secretary chosen at the meeting, shall record the proceedings thereof. Unless a transfer agent has been appointed the secretary shall keep or cause to be kept the stock and transfer records of the corporation, which shall contain the names and record addresses of all stockholders and the number of shares registered in the name of each stockholder. He shall have such other duties and powers as may from time to time be designated by the board of directors or the president. Any assistant secretaries shall have such duties and powers as shall be designated from time to time by the board of directors, the president or the secretary.

Section 5. RESIGNATIONS AND REMOVALS

5.1. Any director or officer may resign at any time by delivering his resignation in writing to the chairman of the board, if any, the president, or the secretary or to a meeting of the board of directors. Such resignation shall be effective upon receipt unless specified to be effective at some other time, and without in either case the necessity of its being accepted unless the resignation shall so state. A director (including persons elected by stockholders or directors to fill vacancies in the board) may be removed from office with or without cause by the vote of the holders of a majority of the issued and outstanding shares of the particular class or series entitled to vote in the election of such director. The board of directors may at any time remove any officer either with or without cause. The board of directors may at any time terminate or modify the authority of any agent.

Section 6. VACANCIES

6.1. If the office of the president or the treasurer or the secretary becomes vacant, the directors may elect a successor by vote of a majority of the directors then in office. If the office of any other officer becomes vacant, any person or body empowered to elect or appoint that officer may choose a successor. Each such successor shall hold office for the unexpired term, and in the case of the president, the treasurer and the secretary until his successor is chosen and qualified or in each case until he sooner dies, resigns, is removed or becomes disqualified. Any vacancy of a directorship shall be filled as specified in Section 3.4 of these by-laws.

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Section 7. CAPITAL STOCK

7.1. Stock Certificates. Each stockholder shall be entitled to a certificate stating the number and the class and the designation of the series, if any, of the shares held by him, in such form as shall, in conformity to law, the certificate of incorporation and the by-laws, be prescribed from time to time by the board of directors. Such certificate shall be signed by the chairman or vice chairman of the board, or the president or a vice president and by the treasurer or an assistant treasurer or by the secretary or an assistant secretary. Any of or all the signatures on the certificate may be a facsimile. In case an officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the time of its issue.

7.2. Loss of Certificates. In the case of the alleged theft, loss, destruction or mutilation of a certificate of stock, a duplicate certificate may be issued in place thereof, upon such terms, including receipt of a bond sufficient to indemnify the corporation against any claim on account thereof, as the board of directors may prescribe.

Section 8. TRANSFER OF SHARES OF STOCK

8.1. Transfer on Books. Subject to the restrictions, if any, stated or noted on the stock certificate, shares of stock may be transferred on the books of the corporation by the surrender to the corporation or its transfer agent of the certificate therefor properly endorsed or accompanied by a written assignment and power of attorney properly executed, with necessary transfer stamps affixed, and with such proof of the authenticity of signature as the board of directors or the transfer agent of the corporation may reasonably require. Except as may be otherwise required by law, by the certificate of incorporation or by these by-laws, the corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to receive notice and to vote or to give any consent with respect thereto and to be held liable for such calls and assessments, if any, as may lawfully be made thereon, regardless of any transfer, pledge or other disposition of such stock until the shares have been properly transferred on the books of the corporation.

It shall be the duty of each stockholder to notify the corporation of his post office address.

8.2. Record Date. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no such record date is fixed by the board of directors, the record date for determining the stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment

9

of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no such record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the state of incorporation hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. If no record date has been fixed by the board of directors and prior action by the board of directors is required by applicable law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such payment, exercise or other action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

Section 9. CORPORATE SEAL

9.1. Subject to alteration by the directors, the seal of the corporation shall consist of a flat-faced circular die with the word “Delaware” and the name of the corporation cut or engraved thereon, together with such other words, dates or images as may be approved from time to time by the directors.

Section 10. EXECUTION OF PAPERS

10.1. Except as the board of directors may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts or other obligations made, accepted or endorsed by the corporation shall be signed by the chairman of the board, if any, the president, a vice president or the treasurer.

Section 11. FISCAL YEAR

11.1. The fiscal year of the corporation shall end on the 31st of December.

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Section 12. AMENDMENTS

12.1. These by-laws may be adopted, amended or repealed by vote of a majority of the directors then in office or by vote of a majority of the stock outstanding and entitled to vote. Any by-law, whether adopted, amended or repealed by the stockholders or directors, may be amended or reinstated by the stockholders or the directors.

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EX-3.47

Exhibit 3.47

CERTIFICATE OF INCORPORATION

of

HTC ACQUISITION, INC.

1. The name of this corporation is HTC Acquisition, Inc.

2. The registered office of this corporation in the State of Delaware is located at 1013 Centre Road, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is Corporation Service Company.

3. The purpose of this corporation is to engage in any lawful act or activity for which corporations may be organised under the General Corporation Law of the State of Delaware.

4. The total number of shares of stock that this corporation shall have authority to issue is 3,000 shares of Common Stock, $.0l par value per share. Each share of Common Stock shall be entitled to one vote.

5. The name and mailing address of the incorporator is: Linda S. Day, One International Place, Boston, MA 02110-2624.

6. Except as provided to the contrary in the provisions establishing a class or series of stock, the amount of the authorized stock of this corporation of any class or classes may be increased or decreased by the affirmative vote of the holders of a majority of the stock of this corporation entitled to vote.

7. The election of directors need not be by ballot unless the by-laws shall so require.

8. In furtherance and not in limitation of the power conferred upon the board of directors by law, the board of directors shall have power to make, adopt, alter, amend and repeal from time to time by-laws of this corporation, subject to the right of the stockholders entitled to vote with respect thereto to alter and repeal by-laws made by the board of directors.

9. A director of this corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent that exculpation from liability is not permitted under the General Corporation Law of the State of Delaware as in effect at the time such liability is determined. No amendment or repeal of this paragraph 9 shall apply to or have any effect on the liability or alleged liability of any director of the corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

10. This corporation shall, to the maximum extent permitted from time to time under the law of the State of Delaware, indemnify and upon request shall advance expanses to any parson who is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit, proceeding or claim, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was or has agreed to be a director or officer of this corporation or while a director or officer is or was serving at the request of this corporation as a director, officer, partner, trustee, employee or agent of any corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against expenses (including attorney’s fees and expenses), judgments, fines, penalties and amounts paid in settlement incurred in connection with the investigation, preparation to defend or defense of such action, suit, proceeding or claim; provided, however, that the foregoing shall not require this corporation to indemnify or advance expenses to any person in connection with any action, suit, proceeding, claim or counterclaim initiated by or on behalf of such person. Such indemnification shall not be exclusive of other indemnification rights arising under any by-law, agreement, vote of directors or stockholders or otherwise and shall inure to the benefit of the heirs and legal representatives of such person. Any person seeking indemnification under this paragraph 10 shall be deemed to have met the standard of conduct required for such indemnification unless the contrary shall be established. Any repeal or modification of the foregoing provisions of this paragraph 10 shall not adversely affect any right or protection of a director or officer of this corporation with respect to any acts or omissions of such director or officer occurring prior to such repeal or modification.

11. The books of this corporation may (subject to any statutory requirements) be kept outside the State of Delaware as may be designated by the board of directors or in the by-laws of this corporation.

12. If at any time this corporation shall have a class of stock registered pursuant to the provisions of the Securities Exchange Act of 1934, for so long as such class is so registered, any action by the stockholders of such class must be taken at an annual or special meeting of stockholders and may not be taken by written consent.

THE UNDERSIGNED, the sole incorporator named above, hereby certifies that the facts stated above are true as of this 28th day of April, 1994.

/s/ Linda S. Day

Linda S. Day, Incorporator

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

HTC ACQUISITION, INC.

HTC Acquisition, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of said corporation has adopted by written consent the following resolution:

RESOLVED: That it is advisable and in the best interest of this Corporation that Article 1 of the Certificate of Incorporation of this Corporation be amended to read in its entirety as follows:

“1.  The name of this corporation is American Medical Response of North Carolina, Inc.”

SECOND: That said amendment has been consented to and authorized by the holder of a majority of the issued and outstanding stock entitled to vote by written consent given in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Section 242 and 228 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said corporation has caused this Certificate to be signed by Dominic J. Puopolo, its President, and attested by Ronald M. Levenson, its Assistant Secretary, this 18th day of July, 1995.

	/s/ Dominic J. Poupolo
	President
Attested by:	/s/ Ronald M. Levenson
	Assistant Secretary

CERTIFICATE OF CHANGE OF REGISTERED AGENT

AND

REGISTERED OFFICE

* * * * *

American Medical Response of North Carolina, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

The present registered agent of the corporation is Corporation Service Company and the present registered office of the corporation is in the county of New Castle.

The Board of Directors of American Medical Response of North Carolina, Inc., adopted the following resolution on the 1st day of September, 1996.

Resolved, that the registered office of American Medical Response of North Carolina, Inc. in the state of Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, and the authorization of the present registered agent of this corporation be and the game is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby constituted and appointed the registered agent of this corporation at the address of its registered office.

IN WITNESS WHEREOF, American Medical Response of North Carolina, Inc. has caused this statement to be signed by William George, its Vice President this 1st day of September, 1996.

/s/ William George

William George

Vide President

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

AND OF REGISTERED AGENT

OF

AMERICAN MEDICAL RESPONSE OF NORTH CAROLINA, INC.

It is hereby certified that:

1.             The name of the corporation (hereinafter called the “corporation”) is:

AMERICAN MEDICAL RESPONSE OF NORTH CAROLINA, INC.

2.             The registered office of the corporation within the State of Delaware is hereby changed to 2711 Centerville Road, Suite 400, City of Wilmington 19808, County of New Castle.

3.             The registered agent of the corporation within the State of Delaware is hereby changed to Corporation Service Company, the business office of which is identical with the registered office of the corporation as hereby changed.

4.             The corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on Feb 10, 2006

/s/ Randy Owen

Name:  Randy Owen

Title:    Chief Financial Officer & VP

EX-3.48

Exhibit 3.48

BY-LAWS

OF

THE SUBSIDIARIES OF

AMERICAN MEDICAL RESPONSE, INC.

Section 1. LAW, CERTIFICATE OF INCORPORATION

AND BY-LAWS

1.1. These by-laws are subject to the certificate of incorporation of the corporation. In these by-laws, references to law, the certificate of incorporation and by-laws mean the law, the provisions of the certificate of incorporation and the by-laws as from time to time in effect.

Section 2. STOCKHOLDERS

2.1. Annual Meeting. The annual meeting of stockholders shall be held at 10:00 am on the second Tuesday in May in each year, unless that day be a legal holiday at the place where the meeting is to be held, in which case the meeting shall be held at the same hour on the next succeeding day not a legal holiday, or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect a board of directors and transact such other business as may be required by law or these by-laws or as may properly come before the meeting.

2.2. Special Meetings. A special meeting of the stockholders may be called at any time by the chairman of the board, if any, the president or the board of directors. A special meeting of the stockholders shall be called by the secretary, or in the case of the death, absence, incapacity or refusal of the secretary, by an assistant secretary or some other officer, upon application of a majority of the directors. Any such application shall state the purpose or purposes of the proposed meeting. Any such call shall state the place, date, hour, and purposes of the meeting.

2.3. Place of Meeting. All meetings of the stockholders for the election of directors or for any other purpose shall be held at such place within or without the state of incorporation as may be determined from time to time by the chairman of the board, if any, the president or the board of directors. Any adjourned session of any meeting of the stockholders shall be held at the place designated in the vote of adjournment.

2.4. Notice of Meetings. Except as otherwise provided by law, a written notice of each meeting of stockholders stating the place, day and hour thereof and, in the case of a special meeting, the purposes for which the meeting is called, shall be given not less then ten nor more than sixty days before the meeting, to each stockholder entitled to vote thereat, and to each stockholder who, by law, by the certificate of incorporation or by these by-laws, is entitled to notice, by leaving such notice with him or at his residence or usual place of business, or by depositing it in the United States mail, postage prepaid, and addressed to such stockholder at his

address as it appears in the records of the corporation. Such notice shall be given by the secretary, or by an officer or person designated by the board of directors, or in the case of a special meeting by the officer calling the meeting. As to any adjourned session of any meeting of stockholders, notice of the adjourned meeting need not be given if the time and place thereof are announced at the meeting at which the adjournment was taken except that if the adjournment is for more than thirty days or if after the adjournment a new record date is set for the adjourned session, notice of any such adjourned session of the meeting shall be given in the manner heretofore described. No notice of any meeting of stockholders or any adjourned session thereof need be given to a stockholder if a written waiver of notice, executed before or after the meeting or such adjourned session by such stockholder, is filed with the records of the meeting or if the stockholder attends such meeting without objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the stockholders or any adjourned session thereof need be specified in any written waiver of notice.

2.5. Quorum of Stockholders. At any meeting of the stockholders a quorum as to any matter shall consist of a majority of the votes entitled to be cast on the matter, except where a larger quorum is required by law, by the certificate of incorporation or by these by-laws. Any meeting may be adjourned from time to time by a majority of the votes properly cast upon the question, whether or not a quorum is present. If a quorum is present at an original meeting, a quorum need not be present at an adjourned session of that meeting. Shares of its own stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of any corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

2.6. Action by Vote. When a quorum is present at any meeting, a plurality of the votes properly cast for election to any office shall elect to such office and a majority of the votes properly cast upon any question other than an election to an office shall decide the question, except when a larger vote is required by law, by the certificate of incorporation or by these by-laws. No ballot shall be required for any election unless requested by a stockholder present or represented at the meeting and entitled to vote in the election.

2.7. Action without Meetings. Unless otherwise provided in the certificate of incorporation, any action required or permitted to be taken by stockholders for or in connection with any corporate action may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in the state of incorporation by hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. No written consent shall be effective to take the corporate action referred to therein unless written consents signed by a number of stockholders sufficient to take such action are delivered to the corporation

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in the manner specified in this paragraph within sixty days of the earliest dated consent so delivered.

If action is taken by consent of stockholders and in accordance with the foregoing, there shall be filed with the records of the meetings of stockholders the writing or writings comprising such consent.

If action is taken by less than unanimous consent of stockholders, prompt notice of the taking of such action without a meeting shall be given to those who have not consented in writing and a certificate signed and attested to by the secretary that such notice was given shall be filed with the records of the meetings of stockholders.

In the event that the action which is consented to is such as would have required the filing of a certificate under any provision of the General Corporation Law of the State of Delaware, if such action had been voted upon by the stockholders at a meeting thereof, the certificate filed under such provision shall state, in lieu of any statement required by such provision concerning a vote of stockholders, that written consent has been given under Section 228 of said General Corporation Law and that written notice has been given as provided in such Section 228.

2.8. Proxy Representation. Every stockholder may authorize another person or persons to act for him by proxy in all matters in which a stockholder is entitled to participate, whether by waiving notice of any meeting, objecting to or voting or participating at a meeting, or expressing consent or dissent without a meeting. Every proxy must be signed by the stockholder or by his attorney-in-fact. No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally. The authorization of a proxy may but need not be limited to specified action, provided, however, that if a proxy limits its authorization to a meeting or meetings of stockholders, unless otherwise specifically provided such proxy shall entitle the holder thereof to vote at any adjourned session but shall not be valid after the final adjournment thereof.

2.9. Inspectors. The directors or the person presiding at the meeting may, and shall if required by applicable law, appoint one or more inspectors of election and any substitute inspectors to act at the meeting or any adjournment thereof. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspectors shall make a report in writing of any challenge, question or matter determined by them and execute a certificate of any fact found by them.

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2.10. List of Stockholders. The secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in his name. The stock ledger shall be the only evidence as to who are stockholders entitled to examine such list or to vote in person or by proxy at such meeting.

Section 3. BOARD OF DIRECTORS

3.1. Number. The corporation shall have one or more directors, the number shall be consistent with applicable law and shall be determined from time to time by vote of a majority of the directors then in office. No director need be a stockholder.

3.2. Tenure. Each director shall hold office until the next annual meeting and until his successor is elected and qualified, or until he sooner dies, resigns, is removed or becomes disqualified.

3.3. Powers. The business and affairs of the corporation shall be managed by or under the direction of the board of directors who shall have and may exercise all the powers of the corporation and do all such lawful acts and things as are not by law, the certificate of incorporation or these by-laws directed or required to be exercised or done by the stockholders.

3.4. Vacancies. Vacancies and any newly created directorships resulting from any increase in the number of directors may be filled by vote of the holders of the particular class or series of stock entitled to elect such director at a meeting called for the purpose, or by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, in each case elected by the particular class or series of stock entitled to elect such directors. When one or more directors shall resign from the board, effective at a future date, a majority of the directors then in office, including those who have resigned, who were elected by the particular class or series of stock entitled to elect such resigning director or directors shall have power to fill such vacancy or vacancies, the vote or action by writing thereon to take effect when such resignation or resignations shall become effective. The directors shall have and may exercise all their powers notwithstanding the existence of one or more vacancies in their number, subject to any requirements of law or of the certificate of incorporation or of these by-laws as to the number of directors required for a quorum or for any vote or other actions.

3.5. Committees. The board of directors may, by vote of a majority of the whole board, (a) designate, change the membership of or terminate the existence of any committee or committees, each committee to consist of one or more of the directors; (b) designate one or more directors as alternate members of any such committee who may replace any absent or disqualified member at any meeting of the committee; and (c) determine the extent to which each such committee shall have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation, including the power to authorize the seal of the corporation to be affixed to all papers which require it and the power and authority to declare dividends or to authorize the issuance of stock; excepting, however, such powers which by law, by the certificate of incorporation or by these by-laws they are prohibited from so delegating. In the absence or disqualification of any member of such committee and his alternate, if any, the member or members thereof present at any meeting and not

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disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Except as the board of directors may otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by the board or such rules, its business shall be conducted as nearly as may be in the same manner as is provided by these by-laws for the conduct of business by the board of directors. Each committee shall keep regular minutes of its meetings and report the same to the board of directors upon request.

3.6. Regular Meetings. Regular meetings of the board of directors may be held without call or notice at such places within or without the State of Delaware and at such times as the board may from time to time determine, provided that notice of the first regular meeting following any such determination shall be given to absent directors. A regular meeting of the directors may be held without call or notice immediately after and at the same place as the annual meeting of stockholders.

3.7. Special Meetings. Special meetings of the board of directors may be held at any time and at any place within or without the state of incorporation designated in the notice of the meeting, when called by the chairman of the board, if any, the president, or by one-third or more in number of the directors, reasonable notice thereof being given to each director by the secretary or by the chairman of the board, if any, the president or any one of the directors calling the meeting.

3.8. Notice. It shall be reasonable and sufficient notice to a director to send notice by mail or overnight courier at least forty-eight hours or by telegram at least twenty-four hours before the meeting addressed to him at his usual or last known business or residence address or to give notice to him in person or by telephone at least twenty-four hours before the meeting. Notice of a meeting need not be given to any director if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. Neither notice of a meeting nor a waiver of a notice need specify the purposes of the meeting.

3.9. Quorum. Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, at any meeting of the directors a majority of the directors then in office shall constitute a quorum; a quorum shall not in any case be less than one-third of the total number of directors constituting the whole board. Any meeting may be adjourned from time to time by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

3.10. Action by Vote. Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, when a quorum is present at any meeting the vote of a majority of the directors present shall be the act of the board of directors.

3.11. Action Without a Meeting. Any action required or permitted to be taken at any meeting of the board of directors or a committee thereof may be taken without a meeting if all the members of the board or of such committee, as the case may be, consent thereto in writing, and such writing or writings are filed with the records of the meetings of the board or of such

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committee. Such consent shall be treated for all purposes as the act of the board or of such committee, as the case may be.

3.12. Participation in Meetings by Conference Telephone. Members of the board of directors, or any committee designated by such board, may participate in a meeting of such board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other or by any other means permitted by law. Such participation shall constitute presence in person at such meeting.

3.13. Compensation. In the discretion of the board of directors, each director may be paid such fees for his services as director and be reimbursed for his reasonable expenses incurred in the performance of his duties as director as the board of directors from time to time may determine.

Nothing contained in this section shall be construed to preclude any director from serving the corporation in any other capacity and receiving reasonable compensation therefor.

3.14. Interested Directors and Officers.

(a) No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of the corporation’s directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if:

(1) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or

(2) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or

(3) The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the board of directors, a committee thereof, or the stockholders.

(b) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes the contract or transaction.

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Section 4. OFFICERS AND AGENTS

4.1. Enumeration; Qualification. The officers of the corporation shall be a president, a treasurer, a secretary and such other officers, if any, as the board of directors from time to time may in its discretion elect or appoint including without limitation a chairman of the board, one or more vice presidents and a controller. The corporation may also have such agents, if any, as the board of directors from time to time may in its discretion choose. Any officer may be but none need be a director or stockholder. Any two or more offices may be held by the same person. Any officer may be required by the board of directors to secure the faithful performance of his duties to the corporation by giving bond in such amount and with sureties or otherwise as the board of directors may determine.

4.2. Powers. Subject to law, to the certificate of incorporation and to the other provisions of these by-laws, each officer shall have, in addition to the duties and powers herein set forth, such duties and powers as are commonly incident to his office and such additional duties and powers as the board of directors may from time to time designate.

4.3. Election. The officers may be elected by the board of directors at their first meeting following the annual meeting of the stockholders or at any other time. At any time or from time to time the directors may delegate to any officer their power to elect or appoint any other officer or any agents.

4.4. Tenure. Each officer shall hold office until his respective successor is chosen and qualified unless a shorter period shall have been specified by the terms of his election or appointment, or in each case until he sooner dies, resigns, is removed or becomes disqualified. Each agent shall retain his authority at the pleasure of the directors, or the officer by whom he was appointed or by the officer who then holds agent appointive power.

4.5. Chairman of the Board of Directors, President and Vice President. The chairman of the board, if any, shall have such duties and powers as shall be designated from time to time by the board of directors. Unless the board of directors otherwise specifies, the chairman of the board, or if there is none the chief executive officer, shall preside, or designate the person who shall preside, at all meetings of the stockholders and of the board of directors.

Unless the board of directors otherwise specifies, the president shall be the chief executive officer and shall have direct charge of all business operations of the corporation and, subject to the control of the directors, shall have general charge and supervision of the business of the corporation.

Any vice presidents shall have such duties and powers as shall be set forth in these by-laws or as shall be designated from time to time by the board of directors or by the president.

4.6. Treasurer and Assistant Treasurers. Unless the board of directors otherwise specifies, the treasurer shall be in charge of the corporation’s funds and valuable papers, and shall have such other duties and powers as may be designated from time to time by the board of directors or by the president. If no controller is elected, the treasurer shall, unless the board of directors otherwise specifies, also have the duties and powers of the controller. Any assistant

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treasurers shall have such duties and powers as shall be designated from time to time by the board of directors, the president or the treasurer.

4.7. Controller and Assistant Controllers. If a controller is elected, he shall, unless the board of directors otherwise specifies, be in charge of its books of account and accounting records, and of its accounting procedures. He shall have such other duties and powers as may be designated from time to time by the board of directors, the president or the treasurer. Any assistant controller shall have such duties and powers as shall be designated from time to time by the board of directors, the president, the treasurer or the controller.

4.8. Secretary and Assistant Secretaries. The secretary shall record all proceedings of the stockholders, of the board of directors and of committees of the board of directors in a book or series of books to be kept therefor and shall file therein all actions by written consent of stockholders or directors. In the absence of the secretary from any meeting, an assistant secretary, or if there be none or he is absent, a temporary secretary chosen at the meeting, shall record the proceedings thereof. Unless a transfer agent has been appointed the secretary shall keep or cause to be kept the stock and transfer records of the corporation, which shall contain the names and record addresses of all stockholders and the number of shares registered in the name of each stockholder. He shall have such other duties and powers as may from time to time be designated by the board of directors or the president. Any assistant secretaries shall have such duties and powers as shall be designated from time to time by the board of directors, the president or the secretary.

Section 5. RESIGNATIONS AND REMOVALS

5.1. Any director or officer may resign at any time by delivering his resignation in writing to the chairman of the board, if any, the president, or the secretary or to a meeting of the board of directors. Such resignation shall be effective upon receipt unless specified to be effective at some other time, and without in either case the necessity of its being accepted unless the resignation shall so state. A director (including persons elected by stockholders or directors to fill vacancies in the board) may be removed from office with or without cause by the vote of the holders of a majority of the issued and outstanding shares of the particular class or series entitled to vote in the election of such director. The board of directors may at any time remove any officer either with or without cause. The board of directors may at any time terminate or modify the authority of any agent.

Section 6. VACANCIES

6.1. If the office of the president or the treasurer or the secretary becomes vacant, the directors may elect a successor by vote of a majority of the directors then in office. If the office of any other officer becomes vacant, any person or body empowered to elect or appoint that officer may choose a successor. Each such successor shall hold office for the unexpired term, and in the case of the president, the treasurer and the secretary until his successor is chosen and qualified or in each case until he sooner dies, resigns, is removed or becomes disqualified. Any vacancy of a directorship shall be filled as specified in Section 3.4 of these by-laws.

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Section 7. CAPITAL STOCK

7.1. Stock Certificates. Each stockholder shall be entitled to a certificate stating the number and the class and the designation of the series, if any, of the shares held by him, in such form as shall, in conformity to law, the certificate of incorporation and the by-laws, be prescribed from time to time by the board of directors. Such certificate shall be signed by the chairman or vice chairman of the board, or the president or a vice president and by the treasurer or an assistant treasurer or by the secretary or an assistant secretary. Any of or all the signatures on the certificate may be a facsimile. In case an officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the time of its issue.

7.2. Loss of Certificates. In the case of the alleged theft, loss, destruction or mutilation of a certificate of stock, a duplicate certificate may be issued in place thereof, upon such terms, including receipt of a bond sufficient to indemnify the corporation against any claim on account thereof, as the board of directors may prescribe.

Section 8. TRANSFER OF SHARES OF STOCK

8.1. Transfer on Books. Subject to the restrictions, if any, stated or noted on the stock certificate, shares of stock may be transferred on the books of the corporation by the surrender to the corporation or its transfer agent of the certificate therefor properly endorsed or accompanied by a written assignment and power of attorney properly executed, with necessary transfer stamps affixed, and with such proof of the authenticity of signature as the board of directors or the transfer agent of the corporation may reasonably require. Except as may be otherwise required by law, by the certificate of incorporation or by these by-laws, the corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to receive notice and to vote or to give any consent with respect thereto and to be held liable for such calls and assessments, if any, as may lawfully be made thereon, regardless of any transfer, pledge or other disposition of such stock until the shares have been properly transferred on the books of the corporation.

It shall be the duty of each stockholder to notify the corporation of his post office address.

8.2. Record Date. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no such record date is fixed by the board of directors, the record date for determining the stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment

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of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no such record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the state of incorporation hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. If no record date has been fixed by the board of directors and prior action by the board of directors is required by applicable law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such payment, exercise or other action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

Section 9. CORPORATE SEAL

9.1. Subject to alteration by the directors, the seal of the corporation shall consist of a flat-faced circular die with the word “Delaware” and the name of the corporation cut or engraved thereon, together with such other words, dates or images as may be approved from time to time by the directors.

Section 10. EXECUTION OF PAPERS

10.1. Except as the board of directors may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts or other obligations made, accepted or endorsed by the corporation shall be signed by the chairman of the board, if any, the president, a vice president or the treasurer.

Section 11. FISCAL YEAR

11.1. The fiscal year of the corporation shall end on the 31st of December.

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Section 12. AMENDMENTS

12.1. These by-laws may be adopted, amended or repealed by vote of a majority of the directors then in office or by vote of a majority of the stock outstanding and entitled to vote. Any by-law, whether adopted, amended or repealed by the stockholders or directors, may be amended or reinstated by the stockholders or the directors.

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EX-3.49

Exhibit 3.49

CERTIFICATE OF INCORPORATION

of

AMERICAN MEDICAL RESPONSE OF OKLAHOMA, INC.

1. The name of this corporation is American Medical Response of Oklahoma, Inc.

2. The registered office of this corporation in the State of Delaware is located at 1013 Centre Road, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is Corporation Service Company.

3. The purpose of this corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

4. The total number of shares of stock that this corporation shall have authority to issue is 3,000 shares of Common Stock, $.01 par value per share. Each share of Common Stock shall be entitled to one vote.

5. The name and mailing address of the incorporator is: Ann L. Milner, One International Place, Boston, MA 02110-2624.

6. Except as provided to the contrary in the provisions establishing a class or series of stock, the amount of the authorized stock of this corporation of any class or classes may be increased or decreased by the affirmative vote of the holders of a majority of the stock of this corporation entitled to vote.

7. The election of directors need not be by ballot unless the by-laws shall so require.

8. In furtherance and not in limitation of the power conferred upon the board of directors by law, the board of directors shall have power to make, adopt, alter, amend and repeal from time to time by-laws of this corporation, subject to the right of the stockholders entitled to vote with respect thereto to alter and repeal by-laws made by the board of directors.

9. A director of this corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent that exculpation from liability is not permitted under the General Corporation Law of the State of Delaware as in effect at the time such liability is determined. No amendment or repeal of this paragraph 9 shall apply to or have any effect on the liability or alleged liability of any director of the corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

10. This corporation shall, to the maximum extent permitted from time to time under the law of the State of Delaware, indemnify and upon request shall advance expenses to any person who is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit, proceeding or claim, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was or has agreed to be a director or officer of this corporation or while a director or officer is or was serving at the request of this corporation as a director, officer, partner, trustee, employee or agent of any corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against expenses (including attorney’s fees and expenses), judgments, fines, penalties and amounts paid in settlement incurred in connection with the investigation, preparation to defend or defense of such action, suit, proceeding or claim; provided, however, that the foregoing shall not require this corporation to indemnify or advance expenses to any person in connection with any action, suit, proceeding, claim or counterclaim initiated by or on behalf of such person. Such indemnification shall not be exclusive of other indemnification rights arising under any by-law, agreement, vote of directors or stockholders or otherwise and shall inure to the benefit of the heirs and legal representatives of such person. Any person seeking indemnification under this paragraph 10 shall be deemed to have met the standard of conduct required for such indemnification unless the contrary shall be established. Any repeal or modification of the foregoing provisions of this paragraph 10 shall not adversely affect any right or protection of a director or officer of this corporation with respect to any acts or omissions of such director or officer occurring prior to such repeal or modification.

11. The books of this corporation may (subject to any statutory requirements) be kept outside the State of Delaware as may be designated by the board of directors or in the by-laws of this corporation.

12. If at any time this corporation shall have a class of stock registered pursuant to the provisions of the Securities Exchange Act of 1934, for so long as such class is so registered, any action by the stockholders of such class must be taken at an annual or special meeting of stockholders and may not be taken by written consent.

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THE UNDERSIGNED, the sole incorporator named above, hereby certifies that the facts stated above are true as of this 29th day of November, 1994.

/s/ Ann J. Milner

Ann L. Milner, Incorporator

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CERTIFICATE OF CHANGE OF REGISTERED AGENT

AND

REGISTERED OFFICE

* * * * *

American Medical Response of Oklahoma, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

The present registered agent of the corporation is Corporation Service Company and the present registered office of the corporation is in the county of New Castle.

The Board of Directors of American Medical Response of Oklahoma, Inc., adopted the following resolution on the 1st day of September, 1996.

Resolved, that the registered office of American Medical Response of Oklahoma, Inc., in the state of Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, and the authorization of the present registered agent of this corporation be and the same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby constituted and appointed the registered agent of this corporation at the address of its registered office.

IN WITNESS WHEREOF, American Medical Response of Oklahoma, Inc. has caused this statement to be signed by William George, its Vice President this 1st day of September, 1996.

By	/s/ William George
William George
Vice President

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CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

AND OF REGISTERED AGENT

OF

AMERICAN MEDICAL RESPONSE OF OKLAHOMA, INC.

It is hereby certified that:

1.             The name of the corporation (hereinafter called the “corporation”) is:

AMERICAN MEDICAL RESPONSE OF OKLAHOMA, INC.

2.             The registered office of the corporation within the State of Delaware is hereby changed to 2711 Centerville Road, Suite 400, City of Wilmington 19808, County of New Castle.

3.             The registered agent of the corporation within the State of Delaware is hereby changed to Corporation Service Company, the business office of which is identical with the registered office of the corporation as hereby changed.

4.             The corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Executed on February 10, 2006

/s/ Randy Owen
Name:	Randy Owen
Title:	Chief Financial Officer & VP

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EX-3.50

Exhibit 3.50

BY-LAWS

OF

THE SUBSIDIARIES OF

AMERICAN MEDICAL RESPONSE, INC.

Section 1. LAW, CERTIFICATE OF INCORPORATION

AND BY-LAWS

1.1. These by-laws are subject to the certificate of incorporation of the corporation. In these by-laws, references to law, the certificate of incorporation and by-laws mean the law, the provisions of the certificate of incorporation and the by-laws as from time to time in effect.

Section 2. STOCKHOLDERS

2.1. Annual Meeting. The annual meeting of stockholders shall be held at 10:00 am on the second Tuesday in May in each year, unless that day be a legal holiday at the place where the meeting is to be held, in which case the meeting shall be held at the same hour on the next succeeding day not a legal holiday, or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect a board of directors and transact such other business as may be required by law or these by-laws or as may properly come before the meeting.

2.2. Special Meetings. A special meeting of the stockholders may be called at any time by the chairman of the board, if any, the president or the board of directors. A special meeting of the stockholders shall be called by the secretary, or in the case of the death, absence, incapacity or refusal of the secretary, by an assistant secretary or some other officer, upon application of a majority of the directors. Any such application shall state the purpose or purposes of the proposed meeting. Any such call shall state the place, date, hour, and purposes of the meeting.

2.3. Place of Meeting. All meetings of the stockholders for the election of directors or for any other purpose shall be held at such place within or without the state of incorporation as may be determined from time to time by the chairman of the board, if any, the president or the board of directors. Any adjourned session of any meeting of the stockholders shall be held at the place designated in the vote of adjournment.

2.4. Notice of Meetings. Except as otherwise provided by law, a written notice of each meeting of stockholders stating the place, day and hour thereof and, in the case of a special meeting, the purposes for which the meeting is called, shall be given not less then ten nor more than sixty days before the meeting, to each stockholder entitled to vote thereat, and to each stockholder who, by law, by the certificate of incorporation or by these by-laws, is entitled to notice, by leaving such notice with him or at his residence or usual place of business, or by depositing it in the United States mail, postage prepaid, and addressed to such stockholder at his

address as it appears in the records of the corporation. Such notice shall be given by the secretary, or by an officer or person designated by the board of directors, or in the case of a special meeting by the officer calling the meeting. As to any adjourned session of any meeting of stockholders, notice of the adjourned meeting need not be given if the time and place thereof are announced at the meeting at which the adjournment was taken except that if the adjournment is for more than thirty days or if after the adjournment a new record date is set for the adjourned session, notice of any such adjourned session of the meeting shall be given in the manner heretofore described. No notice of any meeting of stockholders or any adjourned session thereof need be given to a stockholder if a written waiver of notice, executed before or after the meeting or such adjourned session by such stockholder, is filed with the records of the meeting or if the stockholder attends such meeting without objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the stockholders or any adjourned session thereof need be specified in any written waiver of notice.

2.5. Quorum of Stockholders. At any meeting of the stockholders a quorum as to any matter shall consist of a majority of the votes entitled to be cast on the matter, except where a larger quorum is required by law, by the certificate of incorporation or by these by-laws. Any meeting may be adjourned from time to time by a majority of the votes properly cast upon the question, whether or not a quorum is present. If a quorum is present at an original meeting, a quorum need not be present at an adjourned session of that meeting. Shares of its own stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of any corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

2.6. Action by Vote. When a quorum is present at any meeting, a plurality of the votes properly cast for election to any office shall elect to such office and a majority of the votes properly cast upon any question other than an election to an office shall decide the question, except when a larger vote is required by law, by the certificate of incorporation or by these by-laws. No ballot shall be required for any election unless requested by a stockholder present or represented at the meeting and entitled to vote in the election.

2.7. Action without Meetings. Unless otherwise provided in the certificate of incorporation, any action required or permitted to be taken by stockholders for or in connection with any corporate action may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in the state of incorporation by hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. No written consent shall be effective to take the corporate action referred to therein unless written consents signed by a number of stockholders sufficient to take such action are delivered to the corporation

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in the manner specified in this paragraph within sixty days of the earliest dated consent so delivered.

If action is taken by consent of stockholders and in accordance with the foregoing, there shall be filed with the records of the meetings of stockholders the writing or writings comprising such consent.

If action is taken by less than unanimous consent of stockholders, prompt notice of the taking of such action without a meeting shall be given to those who have not consented in writing and a certificate signed and attested to by the secretary that such notice was given shall be filed with the records of the meetings of stockholders.

In the event that the action which is consented to is such as would have required the filing of a certificate under any provision of the General Corporation Law of the State of Delaware, if such action had been voted upon by the stockholders at a meeting thereof, the certificate filed under such provision shall state, in lieu of any statement required by such provision concerning a vote of stockholders, that written consent has been given under Section 228 of said General Corporation Law and that written notice has been given as provided in such Section 228.

2.8. Proxy Representation. Every stockholder may authorize another person or persons to act for him by proxy in all matters in which a stockholder is entitled to participate, whether by waiving notice of any meeting, objecting to or voting or participating at a meeting, or expressing consent or dissent without a meeting. Every proxy must be signed by the stockholder or by his attorney-in-fact. No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally. The authorization of a proxy may but need not be limited to specified action, provided, however, that if a proxy limits its authorization to a meeting or meetings of stockholders, unless otherwise specifically provided such proxy shall entitle the holder thereof to vote at any adjourned session but shall not be valid after the final adjournment thereof.

2.9. Inspectors. The directors or the person presiding at the meeting may, and shall if required by applicable law, appoint one or more inspectors of election and any substitute inspectors to act at the meeting or any adjournment thereof. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspectors shall make a report in writing of any challenge, question or matter determined by them and execute a certificate of any fact found by them.

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2.10. List of Stockholders. The secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in his name. The stock ledger shall be the only evidence as to who are stockholders entitled to examine such list or to vote in person or by proxy at such meeting.

Section 3. BOARD OF DIRECTORS

3.1. Number. The corporation shall have one or more directors, the number shall be consistent with applicable law and shall be determined from time to time by vote of a majority of the directors then in office. No director need be a stockholder.

3.2. Tenure. Each director shall hold office until the next annual meeting and until his successor is elected and qualified, or until he sooner dies, resigns, is removed or becomes disqualified.

3.3. Powers. The business and affairs of the corporation shall be managed by or under the direction of the board of directors who shall have and may exercise all the powers of the corporation and do all such lawful acts and things as are not by law, the certificate of incorporation or these by-laws directed or required to be exercised or done by the stockholders.

3.4. Vacancies. Vacancies and any newly created directorships resulting from any increase in the number of directors may be filled by vote of the holders of the particular class or series of stock entitled to elect such director at a meeting called for the purpose, or by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, in each case elected by the particular class or series of stock entitled to elect such directors. When one or more directors shall resign from the board, effective at a future date, a majority of the directors then in office, including those who have resigned, who were elected by the particular class or series of stock entitled to elect such resigning director or directors shall have power to fill such vacancy or vacancies, the vote or action by writing thereon to take effect when such resignation or resignations shall become effective. The directors shall have and may exercise all their powers notwithstanding the existence of one or more vacancies in their number, subject to any requirements of law or of the certificate of incorporation or of these by-laws as to the number of directors required for a quorum or for any vote or other actions.

3.5. Committees. The board of directors may, by vote of a majority of the whole board, (a) designate, change the membership of or terminate the existence of any committee or committees, each committee to consist of one or more of the directors; (b) designate one or more directors as alternate members of any such committee who may replace any absent or disqualified member at any meeting of the committee; and (c) determine the extent to which each such committee shall have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation, including the power to authorize the seal of the corporation to be affixed to all papers which require it and the power and authority to declare dividends or to authorize the issuance of stock; excepting, however, such powers which by law, by the certificate of incorporation or by these by-laws they are prohibited from so delegating. In the absence or disqualification of any member of such committee and his alternate, if any, the member or members thereof present at any meeting and not

4

disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Except as the board of directors may otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by the board or such rules, its business shall be conducted as nearly as may be in the same manner as is provided by these by-laws for the conduct of business by the board of directors. Each committee shall keep regular minutes of its meetings and report the same to the board of directors upon request.

3.6. Regular Meetings. Regular meetings of the board of directors may be held without call or notice at such places within or without the State of Delaware and at such times as the board may from time to time determine, provided that notice of the first regular meeting following any such determination shall be given to absent directors. A regular meeting of the directors may be held without call or notice immediately after and at the same place as the annual meeting of stockholders.

3.7. Special Meetings. Special meetings of the board of directors may be held at any time and at any place within or without the state of incorporation designated in the notice of the meeting, when called by the chairman of the board, if any, the president, or by one-third or more in number of the directors, reasonable notice thereof being given to each director by the secretary or by the chairman of the board, if any, the president or any one of the directors calling the meeting.

3.8. Notice. It shall be reasonable and sufficient notice to a director to send notice by mail or overnight courier at least forty-eight hours or by telegram at least twenty-four hours before the meeting addressed to him at his usual or last known business or residence address or to give notice to him in person or by telephone at least twenty-four hours before the meeting. Notice of a meeting need not be given to any director if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. Neither notice of a meeting nor a waiver of a notice need specify the purposes of the meeting.

3.9. Quorum. Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, at any meeting of the directors a majority of the directors then in office shall constitute a quorum; a quorum shall not in any case be less than one-third of the total number of directors constituting the whole board. Any meeting may be adjourned from time to time by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

3.10. Action by Vote. Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, when a quorum is present at any meeting the vote of a majority of the directors present shall be the act of the board of directors.

3.11. Action Without a Meeting. Any action required or permitted to be taken at any meeting of the board of directors or a committee thereof may be taken without a meeting if all the members of the board or of such committee, as the case may be, consent thereto in writing, and such writing or writings are filed with the records of the meetings of the board or of such

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committee. Such consent shall be treated for all purposes as the act of the board or of such committee, as the case may be.

3.12. Participation in Meetings by Conference Telephone. Members of the board of directors, or any committee designated by such board, may participate in a meeting of such board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other or by any other means permitted by law. Such participation shall constitute presence in person at such meeting.

3.13. Compensation. In the discretion of the board of directors, each director may be paid such fees for his services as director and be reimbursed for his reasonable expenses incurred in the performance of his duties as director as the board of directors from time to time may determine.

Nothing contained in this section shall be construed to preclude any director from serving the corporation in any other capacity and receiving reasonable compensation therefor.

3.14. Interested Directors and Officers.

(a) No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of the corporation’s directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if:

(1) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or

(2) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or

(3) The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the board of directors, a committee thereof, or the stockholders.

(b) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes the contract or transaction.

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Section 4. OFFICERS AND AGENTS

4.1. Enumeration; Qualification. The officers of the corporation shall be a president, a treasurer, a secretary and such other officers, if any, as the board of directors from time to time may in its discretion elect or appoint including without limitation a chairman of the board, one or more vice presidents and a controller. The corporation may also have such agents, if any, as the board of directors from time to time may in its discretion choose. Any officer may be but none need be a director or stockholder. Any two or more offices may be held by the same person. Any officer may be required by the board of directors to secure the faithful performance of his duties to the corporation by giving bond in such amount and with sureties or otherwise as the board of directors may determine.

4.2. Powers. Subject to law, to the certificate of incorporation and to the other provisions of these by-laws, each officer shall have, in addition to the duties and powers herein set forth, such duties and powers as are commonly incident to his office and such additional duties and powers as the board of directors may from time to time designate.

4.3. Election. The officers may be elected by the board of directors at their first meeting following the annual meeting of the stockholders or at any other time. At any time or from time to time the directors may delegate to any officer their power to elect or appoint any other officer or any agents.

4.4. Tenure. Each officer shall hold office until his respective successor is chosen and qualified unless a shorter period shall have been specified by the terms of his election or appointment, or in each case until he sooner dies, resigns, is removed or becomes disqualified. Each agent shall retain his authority at the pleasure of the directors, or the officer by whom he was appointed or by the officer who then holds agent appointive power.

4.5. Chairman of the Board of Directors, President and Vice President. The chairman of the board, if any, shall have such duties and powers as shall be designated from time to time by the board of directors. Unless the board of directors otherwise specifies, the chairman of the board, or if there is none the chief executive officer, shall preside, or designate the person who shall preside, at all meetings of the stockholders and of the board of directors.

Unless the board of directors otherwise specifies, the president shall be the chief executive officer and shall have direct charge of all business operations of the corporation and, subject to the control of the directors, shall have general charge and supervision of the business of the corporation.

Any vice presidents shall have such duties and powers as shall be set forth in these by-laws or as shall be designated from time to time by the board of directors or by the president.

4.6. Treasurer and Assistant Treasurers. Unless the board of directors otherwise specifies, the treasurer shall be in charge of the corporation’s funds and valuable papers, and shall have such other duties and powers as may be designated from time to time by the board of directors or by the president. If no controller is elected, the treasurer shall, unless the board of directors otherwise specifies, also have the duties and powers of the controller. Any assistant

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treasurers shall have such duties and powers as shall be designated from time to time by the board of directors, the president or the treasurer.

4.7. Controller and Assistant Controllers. If a controller is elected, he shall, unless the board of directors otherwise specifies, be in charge of its books of account and accounting records, and of its accounting procedures. He shall have such other duties and powers as may be designated from time to time by the board of directors, the president or the treasurer. Any assistant controller shall have such duties and powers as shall be designated from time to time by the board of directors, the president, the treasurer or the controller.

4.8. Secretary and Assistant Secretaries. The secretary shall record all proceedings of the stockholders, of the board of directors and of committees of the board of directors in a book or series of books to be kept therefor and shall file therein all actions by written consent of stockholders or directors. In the absence of the secretary from any meeting, an assistant secretary, or if there be none or he is absent, a temporary secretary chosen at the meeting, shall record the proceedings thereof. Unless a transfer agent has been appointed the secretary shall keep or cause to be kept the stock and transfer records of the corporation, which shall contain the names and record addresses of all stockholders and the number of shares registered in the name of each stockholder. He shall have such other duties and powers as may from time to time be designated by the board of directors or the president. Any assistant secretaries shall have such duties and powers as shall be designated from time to time by the board of directors, the president or the secretary.

Section 5. RESIGNATIONS AND REMOVALS

5.1. Any director or officer may resign at any time by delivering his resignation in writing to the chairman of the board, if any, the president, or the secretary or to a meeting of the board of directors. Such resignation shall be effective upon receipt unless specified to be effective at some other time, and without in either case the necessity of its being accepted unless the resignation shall so state. A director (including persons elected by stockholders or directors to fill vacancies in the board) may be removed from office with or without cause by the vote of the holders of a majority of the issued and outstanding shares of the particular class or series entitled to vote in the election of such director. The board of directors may at any time remove any officer either with or without cause. The board of directors may at any time terminate or modify the authority of any agent.

Section 6. VACANCIES

6.1. If the office of the president or the treasurer or the secretary becomes vacant, the directors may elect a successor by vote of a majority of the directors then in office. If the office of any other officer becomes vacant, any person or body empowered to elect or appoint that officer may choose a successor. Each such successor shall hold office for the unexpired term, and in the case of the president, the treasurer and the secretary until his successor is chosen and qualified or in each case until he sooner dies, resigns, is removed or becomes disqualified. Any vacancy of a directorship shall be filled as specified in Section 3.4 of these by-laws.

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Section 7. CAPITAL STOCK

7.1. Stock Certificates. Each stockholder shall be entitled to a certificate stating the number and the class and the designation of the series, if any, of the shares held by him, in such form as shall, in conformity to law, the certificate of incorporation and the by-laws, be prescribed from time to time by the board of directors. Such certificate shall be signed by the chairman or vice chairman of the board, or the president or a vice president and by the treasurer or an assistant treasurer or by the secretary or an assistant secretary. Any of or all the signatures on the certificate may be a facsimile. In case an officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the time of its issue.

7.2. Loss of Certificates. In the case of the alleged theft, loss, destruction or mutilation of a certificate of stock, a duplicate certificate may be issued in place thereof, upon such terms, including receipt of a bond sufficient to indemnify the corporation against any claim on account thereof, as the board of directors may prescribe.

Section 8. TRANSFER OF SHARES OF STOCK

8.1. Transfer on Books. Subject to the restrictions, if any, stated or noted on the stock certificate, shares of stock may be transferred on the books of the corporation by the surrender to the corporation or its transfer agent of the certificate therefor properly endorsed or accompanied by a written assignment and power of attorney properly executed, with necessary transfer stamps affixed, and with such proof of the authenticity of signature as the board of directors or the transfer agent of the corporation may reasonably require. Except as may be otherwise required by law, by the certificate of incorporation or by these by-laws, the corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to receive notice and to vote or to give any consent with respect thereto and to be held liable for such calls and assessments, if any, as may lawfully be made thereon, regardless of any transfer, pledge or other disposition of such stock until the shares have been properly transferred on the books of the corporation.

It shall be the duty of each stockholder to notify the corporation of his post office address.

8.2. Record Date. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no such record date is fixed by the board of directors, the record date for determining the stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment

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of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no such record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the state of incorporation hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. If no record date has been fixed by the board of directors and prior action by the board of directors is required by applicable law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such payment, exercise or other action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

Section 9. CORPORATE SEAL

9.1. Subject to alteration by the directors, the seal of the corporation shall consist of a flat-faced circular die with the word “Delaware” and the name of the corporation cut or engraved thereon, together with such other words, dates or images as may be approved from time to time by the directors.

Section 10. EXECUTION OF PAPERS

10.1. Except as the board of directors may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts or other obligations made, accepted or endorsed by the corporation shall be signed by the chairman of the board, if any, the president, a vice president or the treasurer.

Section 11. FISCAL YEAR

11.1. The fiscal year of the corporation shall end on the 31st of December.

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Section 12. AMENDMENTS

12.1. These by-laws may be adopted, amended or repealed by vote of a majority of the directors then in office or by vote of a majority of the stock outstanding and entitled to vote. Any by-law, whether adopted, amended or repealed by the stockholders or directors, may be amended or reinstated by the stockholders or the directors.

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EX-3.51

Exhibit 3.51

CERTIFICATE OF INCORPORATION

of

MEDIC ONE AMBULANCE SERVICE, INC.

1. The name of this corporation is Medic One Ambulance Service, Inc.

2. The registered office of this corporation in the State of Delaware is located at 1013 Centre Road, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is Corporation Service Company.

3. The purpose of this corporation is to engage in any lawful act or activity for which corporations nay be organized under the General Corporation Law of the State of Delaware.

4. The total number of shares of stock that this corporation shall have authority to issue is 3,000 shares of Common Stock, $.01 par value per share. Each share of Common Stock shall be entitled to one vote.

5. The name and mailing address of the incorporator is: Ann L. Milner, One International Place, Boston, MA 02110-2624.

6. Except as provided to the contrary in the provisions establishing a class or series of stock, the amount of the authorized stock of this corporation of any class or classes may be increased or decreased by the affirmative vote of the holders of a majority of the stock of this corporation entitled to vote.

7. The election of directors need not be by ballot unless the by-laws shall so require.

8. In furtherance and not in limitation of the power conferred upon the board of directors by law, the board of directors shall have power to make, adopt, alter, amend and repeal from time to time by-laws of this corporation, subject to the right of the stockholders entitled to vote with respect thereto to alter and repeal by-laws made by the board of directors.

9. A director of this corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent that exculpation from liability is not permitted under the General Corporation Law of the State of Delaware as in effect at the time such liability is determined. No amendment or repeal of this paragraph 9 shall apply to or have any effect on the liability or alleged liability of any director of the corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

10. This corporation shall, to the maximum extent permitted from time to time under the law of the State of Delaware, indemnify and upon request shall advance expenses to any parson who is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit, proceeding or claim, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was or has agreed to be a director or

officer of this corporation or while a director or officer is or was serving at the request of this corporation as a director, officer, partner, trustee, employee or agent of any corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against expenses (including attorney’s fees and expenses), judgments, fines, penalties and amounts paid in settlement incurred in connection with the investigation, preparation to defend or defense of such action, suit, proceeding or claim; provided, however, that the foregoing shall not require this corporation to indemnify or advance expenses to any person in connection with any action, suit, proceeding, claim or counterclaim initiated by or on behalf of such person. Such indemnification shall not be exclusive of other indemnification rights arising under any by-law, agreement, vote of directors or stockholders or otherwise and shall inure to the benefit of the heirs and legal representatives of such person. Any person seeking indemnification under this paragraph 10 shall be deemed to have met the standard of conduct required for such indemnification unless the contrary shall be established. Any repeal or modification of the foregoing provisions of this paragraph 10 shall not adversely affect any right or protection of a director or officer of this corporation with respect to any acts or omissions of such director or officer occurring prior to such repeal or modification.

11. The books of this corporation may (subject to any statutory requirements) be kept outside the State of Delaware as may be designated by the board of directors or in the by-laws of this corporation.

12. If at any time this corporation shall have a class of stock registered pursuant to the provisions of the Securities Exchange Act of 1934, for so long as such class is so registered, any action by the stockholders of such class must be taken at an annual or special meeting of stockholders and may not be taken by written consent.

THE UNDERSIGNED, the sole incorporator named above, hereby certifies that the facts stated above are true as of this 22 day of February, 1994.

/s/ Ann L. Milner

Ann L. Milner, Incorporator

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CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

MEDIC ONE AMBULANCE SERVICE, INC.

Medic One Ambulance Service, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of said corporation has adopted by written consent the following resolution:

RESOLVED:That it is advisable and in the best interest of this Corporation that Article 1 of the Certificate of Incorporation of this Corporation be amended to read in its entirety as follows:

“1:The name of this corporation is American Medical Response of South Carolina, Inc.”

SECOND: That said amendment has been consented to and authorized by the holder of a majority of the issued and outstanding stock entitled to vote by written consent given in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Section 242 and 228 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said corporation has caused this Certificate to be signed by Dominic J. Puopolo, its President, and attested by Ronald M. Levenson, its Assistant Secretary, this 30th day of May, 1995.

/s/ Dominic J. Puopolo

President

Attested by

/s/ Ronald M. Levenson

Assistant Secretary

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CERTIFICATE OF CHANGE OF REGISTERED AGENT

AND

REGISTERED OFFICE

American Medical Response of South Carolina, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

The present registered agent of the corporation is Corporation Service Company and the present registered office of the corporation is in the county of New Castle.

The Board of Directors of American Medical Response of South Carolina, Inc. adopted the following resolution on the 1st day of September, 1995.

Resolved, that the registered office of American Medical Response of South Carolina, Inc. in the state of Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, and the authorization of the present registered agent of this corporation be and the same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby constituted and appointed the registered agent of this corporation at the address of its registered office.

IN WITNESS WHEREOF, American Medical Response of South Carolina, Inc. has caused this statement to be signed by William George, its Vice President this 1st day of September, 1995.

By	/s/ William George
	William George
	Vice President

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CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

AND OF REGISTERED AGENT

OF

AMERICAN MEDICAL RESPONSE OF SOUTH CAROLINA, INC.

It is hereby certified that:

1.             The name of the corporation (hereinafter called the “corporation”) is:

AMERICAN MEDICAL RESPONSE OF SOUTH CAROLINA, INC.

2.             The registered office of the corporation within the State of Delaware is hereby changed to 2711 Centerville Road, Suite 400, City of Wilmington 19808, County of New Castle.

3.             The registered agent of the corporation within the State of Delaware is hereby changed to Corporation Service Company, the business office of which is identical with the registered office of the corporation as hereby changed.

4.             The corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on Feb 10, 2006

/s/ Randy Owen
Name:	Randy Owen
Title:	Chief Financial Officer & VP

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EX-3.52

Exhibit 3.52

BY-LAWS

OF

THE SUBSIDIARIES OF

AMERICAN MEDICAL RESPONSE, INC.

Section 1. LAW, CERTIFICATE OF INCORPORATION

AND BY-LAWS

1.1. These by-laws are subject to the certificate of incorporation of the corporation. In these by-laws, references to law, the certificate of incorporation and by-laws mean the law, the provisions of the certificate of incorporation and the by-laws as from time to time in effect.

Section 2. STOCKHOLDERS

2.1. Annual Meeting. The annual meeting of stockholders shall be held at 10:00 am on the second Tuesday in May in each year, unless that day be a legal holiday at the place where the meeting is to be held, in which case the meeting shall be held at the same hour on the next succeeding day not a legal holiday, or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect a board of directors and transact such other business as may be required by law or these by-laws or as may properly come before the meeting.

2.2. Special Meetings. A special meeting of the stockholders may be called at any time by the chairman of the board, if any, the president or the board of directors. A special meeting of the stockholders shall be called by the secretary, or in the case of the death, absence, incapacity or refusal of the secretary, by an assistant secretary or some other officer, upon application of a majority of the directors. Any such application shall state the purpose or purposes of the proposed meeting. Any such call shall state the place, date, hour, and purposes of the meeting.

2.3. Place of Meeting. All meetings of the stockholders for the election of directors or for any other purpose shall be held at such place within or without the state of incorporation as may be determined from time to time by the chairman of the board, if any, the president or the board of directors. Any adjourned session of any meeting of the stockholders shall be held at the place designated in the vote of adjournment.

2.4. Notice of Meetings. Except as otherwise provided by law, a written notice of each meeting of stockholders stating the place, day and hour thereof and, in the case of a special meeting, the purposes for which the meeting is called, shall be given not less then ten nor more than sixty days before the meeting, to each stockholder entitled to vote thereat, and to each stockholder who, by law, by the certificate of incorporation or by these by-laws, is entitled to notice, by leaving such notice with him or at his residence or usual place of business, or by depositing it in the United States mail, postage prepaid, and addressed to such stockholder at his

address as it appears in the records of the corporation. Such notice shall be given by the secretary, or by an officer or person designated by the board of directors, or in the case of a special meeting by the officer calling the meeting. As to any adjourned session of any meeting of stockholders, notice of the adjourned meeting need not be given if the time and place thereof are announced at the meeting at which the adjournment was taken except that if the adjournment is for more than thirty days or if after the adjournment a new record date is set for the adjourned session, notice of any such adjourned session of the meeting shall be given in the manner heretofore described. No notice of any meeting of stockholders or any adjourned session thereof need be given to a stockholder if a written waiver of notice, executed before or after the meeting or such adjourned session by such stockholder, is filed with the records of the meeting or if the stockholder attends such meeting without objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the stockholders or any adjourned session thereof need be specified in any written waiver of notice.

2.5. Quorum of Stockholders. At any meeting of the stockholders a quorum as to any matter shall consist of a majority of the votes entitled to be cast on the matter, except where a larger quorum is required by law, by the certificate of incorporation or by these by-laws. Any meeting may be adjourned from time to time by a majority of the votes properly cast upon the question, whether or not a quorum is present. If a quorum is present at an original meeting, a quorum need not be present at an adjourned session of that meeting. Shares of its own stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of any corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

2.6. Action by Vote. When a quorum is present at any meeting, a plurality of the votes properly cast for election to any office shall elect to such office and a majority of the votes properly cast upon any question other than an election to an office shall decide the question, except when a larger vote is required by law, by the certificate of incorporation or by these by-laws. No ballot shall be required for any election unless requested by a stockholder present or represented at the meeting and entitled to vote in the election.

2.7. Action without Meetings. Unless otherwise provided in the certificate of incorporation, any action required or permitted to be taken by stockholders for or in connection with any corporate action may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in the state of incorporation by hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. No written consent shall be effective to take the corporate action referred to therein unless written consents signed by a number of stockholders sufficient to take such action are delivered to the corporation

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in the manner specified in this paragraph within sixty days of the earliest dated consent so delivered.

If action is taken by consent of stockholders and in accordance with the foregoing, there shall be filed with the records of the meetings of stockholders the writing or writings comprising such consent.

If action is taken by less than unanimous consent of stockholders, prompt notice of the taking of such action without a meeting shall be given to those who have not consented in writing and a certificate signed and attested to by the secretary that such notice was given shall be filed with the records of the meetings of stockholders.

In the event that the action which is consented to is such as would have required the filing of a certificate under any provision of the General Corporation Law of the State of Delaware, if such action had been voted upon by the stockholders at a meeting thereof, the certificate filed under such provision shall state, in lieu of any statement required by such provision concerning a vote of stockholders, that written consent has been given under Section 228 of said General Corporation Law and that written notice has been given as provided in such Section 228.

2.8. Proxy Representation. Every stockholder may authorize another person or persons to act for him by proxy in all matters in which a stockholder is entitled to participate, whether by waiving notice of any meeting, objecting to or voting or participating at a meeting, or expressing consent or dissent without a meeting. Every proxy must be signed by the stockholder or by his attorney-in-fact. No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally. The authorization of a proxy may but need not be limited to specified action, provided, however, that if a proxy limits its authorization to a meeting or meetings of stockholders, unless otherwise specifically provided such proxy shall entitle the holder thereof to vote at any adjourned session but shall not be valid after the final adjournment thereof.

2.9. Inspectors. The directors or the person presiding at the meeting may, and shall if required by applicable law, appoint one or more inspectors of election and any substitute inspectors to act at the meeting or any adjournment thereof. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspectors shall make a report in writing of any challenge, question or matter determined by them and execute a certificate of any fact found by them.

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2.10. List of Stockholders. The secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in his name. The stock ledger shall be the only evidence as to who are stockholders entitled to examine such list or to vote in person or by proxy at such meeting.

Section 3. BOARD OF DIRECTORS

3.1. Number. The corporation shall have one or more directors, the number shall be consistent with applicable law and shall be determined from time to time by vote of a majority of the directors then in office. No director need be a stockholder.

3.2. Tenure. Each director shall hold office until the next annual meeting and until his successor is elected and qualified, or until he sooner dies, resigns, is removed or becomes disqualified.

3.3. Powers. The business and affairs of the corporation shall be managed by or under the direction of the board of directors who shall have and may exercise all the powers of the corporation and do all such lawful acts and things as are not by law, the certificate of incorporation or these by-laws directed or required to be exercised or done by the stockholders.

3.4. Vacancies. Vacancies and any newly created directorships resulting from any increase in the number of directors may be filled by vote of the holders of the particular class or series of stock entitled to elect such director at a meeting called for the purpose, or by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, in each case elected by the particular class or series of stock entitled to elect such directors. When one or more directors shall resign from the board, effective at a future date, a majority of the directors then in office, including those who have resigned, who were elected by the particular class or series of stock entitled to elect such resigning director or directors shall have power to fill such vacancy or vacancies, the vote or action by writing thereon to take effect when such resignation or resignations shall become effective. The directors shall have and may exercise all their powers notwithstanding the existence of one or more vacancies in their number, subject to any requirements of law or of the certificate of incorporation or of these by-laws as to the number of directors required for a quorum or for any vote or other actions.

3.5. Committees. The board of directors may, by vote of a majority of the whole board, (a) designate, change the membership of or terminate the existence of any committee or committees, each committee to consist of one or more of the directors; (b) designate one or more directors as alternate members of any such committee who may replace any absent or disqualified member at any meeting of the committee; and (c) determine the extent to which each such committee shall have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation, including the power to authorize the seal of the corporation to be affixed to all papers which require it and the power and authority to declare dividends or to authorize the issuance of stock; excepting, however, such powers which by law, by the certificate of incorporation or by these by-laws they are prohibited from so delegating. In the absence or disqualification of any member of such committee and his alternate, if any, the member or members thereof present at any meeting and not

4

disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Except as the board of directors may otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by the board or such rules, its business shall be conducted as nearly as may be in the same manner as is provided by these by-laws for the conduct of business by the board of directors. Each committee shall keep regular minutes of its meetings and report the same to the board of directors upon request.

3.6. Regular Meetings. Regular meetings of the board of directors may be held without call or notice at such places within or without the State of Delaware and at such times as the board may from time to time determine, provided that notice of the first regular meeting following any such determination shall be given to absent directors. A regular meeting of the directors may be held without call or notice immediately after and at the same place as the annual meeting of stockholders.

3.7. Special Meetings. Special meetings of the board of directors may be held at any time and at any place within or without the state of incorporation designated in the notice of the meeting, when called by the chairman of the board, if any, the president, or by one-third or more in number of the directors, reasonable notice thereof being given to each director by the secretary or by the chairman of the board, if any, the president or any one of the directors calling the meeting.

3.8. Notice. It shall be reasonable and sufficient notice to a director to send notice by mail or overnight courier at least forty-eight hours or by telegram at least twenty-four hours before the meeting addressed to him at his usual or last known business or residence address or to give notice to him in person or by telephone at least twenty-four hours before the meeting. Notice of a meeting need not be given to any director if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. Neither notice of a meeting nor a waiver of a notice need specify the purposes of the meeting.

3.9. Quorum. Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, at any meeting of the directors a majority of the directors then in office shall constitute a quorum; a quorum shall not in any case be less than one-third of the total number of directors constituting the whole board. Any meeting may be adjourned from time to time by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

3.10. Action by Vote. Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, when a quorum is present at any meeting the vote of a majority of the directors present shall be the act of the board of directors.

3.11. Action Without a Meeting. Any action required or permitted to be taken at any meeting of the board of directors or a committee thereof may be taken without a meeting if all the members of the board or of such committee, as the case may be, consent thereto in writing, and such writing or writings are filed with the records of the meetings of the board or of such

5

committee. Such consent shall be treated for all purposes as the act of the board or of such committee, as the case may be.

3.12. Participation in Meetings by Conference Telephone. Members of the board of directors, or any committee designated by such board, may participate in a meeting of such board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other or by any other means permitted by law. Such participation shall constitute presence in person at such meeting.

3.13. Compensation. In the discretion of the board of directors, each director may be paid such fees for his services as director and be reimbursed for his reasonable expenses incurred in the performance of his duties as director as the board of directors from time to time may determine.

Nothing contained in this section shall be construed to preclude any director from serving the corporation in any other capacity and receiving reasonable compensation therefor.

3.14. Interested Directors and Officers.

(a) No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of the corporation’s directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if:

(1) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or

(2) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or

(3) The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the board of directors, a committee thereof, or the stockholders.

(b) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes the contract or transaction.

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Section 4. OFFICERS AND AGENTS

4.1. Enumeration; Qualification. The officers of the corporation shall be a president, a treasurer, a secretary and such other officers, if any, as the board of directors from time to time may in its discretion elect or appoint including without limitation a chairman of the board, one or more vice presidents and a controller. The corporation may also have such agents, if any, as the board of directors from time to time may in its discretion choose. Any officer may be but none need be a director or stockholder. Any two or more offices may be held by the same person. Any officer may be required by the board of directors to secure the faithful performance of his duties to the corporation by giving bond in such amount and with sureties or otherwise as the board of directors may determine.

4.2. Powers. Subject to law, to the certificate of incorporation and to the other provisions of these by-laws, each officer shall have, in addition to the duties and powers herein set forth, such duties and powers as are commonly incident to his office and such additional duties and powers as the board of directors may from time to time designate.

4.3. Election. The officers may be elected by the board of directors at their first meeting following the annual meeting of the stockholders or at any other time. At any time or from time to time the directors may delegate to any officer their power to elect or appoint any other officer or any agents.

4.4. Tenure. Each officer shall hold office until his respective successor is chosen and qualified unless a shorter period shall have been specified by the terms of his election or appointment, or in each case until he sooner dies, resigns, is removed or becomes disqualified. Each agent shall retain his authority at the pleasure of the directors, or the officer by whom he was appointed or by the officer who then holds agent appointive power.

4.5. Chairman of the Board of Directors, President and Vice President. The chairman of the board, if any, shall have such duties and powers as shall be designated from time to time by the board of directors. Unless the board of directors otherwise specifies, the chairman of the board, or if there is none the chief executive officer, shall preside, or designate the person who shall preside, at all meetings of the stockholders and of the board of directors.

Unless the board of directors otherwise specifies, the president shall be the chief executive officer and shall have direct charge of all business operations of the corporation and, subject to the control of the directors, shall have general charge and supervision of the business of the corporation.

Any vice presidents shall have such duties and powers as shall be set forth in these by-laws or as shall be designated from time to time by the board of directors or by the president.

4.6. Treasurer and Assistant Treasurers. Unless the board of directors otherwise specifies, the treasurer shall be in charge of the corporation’s funds and valuable papers, and shall have such other duties and powers as may be designated from time to time by the board of directors or by the president. If no controller is elected, the treasurer shall, unless the board of directors otherwise specifies, also have the duties and powers of the controller. Any assistant

7

treasurers shall have such duties and powers as shall be designated from time to time by the board of directors, the president or the treasurer.

4.7. Controller and Assistant Controllers. If a controller is elected, he shall, unless the board of directors otherwise specifies, be in charge of its books of account and accounting records, and of its accounting procedures. He shall have such other duties and powers as may be designated from time to time by the board of directors, the president or the treasurer. Any assistant controller shall have such duties and powers as shall be designated from time to time by the board of directors, the president, the treasurer or the controller.

4.8. Secretary and Assistant Secretaries. The secretary shall record all proceedings of the stockholders, of the board of directors and of committees of the board of directors in a book or series of books to be kept therefor and shall file therein all actions by written consent of stockholders or directors. In the absence of the secretary from any meeting, an assistant secretary, or if there be none or he is absent, a temporary secretary chosen at the meeting, shall record the proceedings thereof. Unless a transfer agent has been appointed the secretary shall keep or cause to be kept the stock and transfer records of the corporation, which shall contain the names and record addresses of all stockholders and the number of shares registered in the name of each stockholder. He shall have such other duties and powers as may from time to time be designated by the board of directors or the president. Any assistant secretaries shall have such duties and powers as shall be designated from time to time by the board of directors, the president or the secretary.

Section 5. RESIGNATIONS AND REMOVALS

5.1. Any director or officer may resign at any time by delivering his resignation in writing to the chairman of the board, if any, the president, or the secretary or to a meeting of the board of directors. Such resignation shall be effective upon receipt unless specified to be effective at some other time, and without in either case the necessity of its being accepted unless the resignation shall so state. A director (including persons elected by stockholders or directors to fill vacancies in the board) may be removed from office with or without cause by the vote of the holders of a majority of the issued and outstanding shares of the particular class or series entitled to vote in the election of such director. The board of directors may at any time remove any officer either with or without cause. The board of directors may at any time terminate or modify the authority of any agent.

Section 6. VACANCIES

6.1. If the office of the president or the treasurer or the secretary becomes vacant, the directors may elect a successor by vote of a majority of the directors then in office. If the office of any other officer becomes vacant, any person or body empowered to elect or appoint that officer may choose a successor. Each such successor shall hold office for the unexpired term, and in the case of the president, the treasurer and the secretary until his successor is chosen and qualified or in each case until he sooner dies, resigns, is removed or becomes disqualified. Any vacancy of a directorship shall be filled as specified in Section 3.4 of these by-laws.

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Section 7. CAPITAL STOCK

7.1. Stock Certificates. Each stockholder shall be entitled to a certificate stating the number and the class and the designation of the series, if any, of the shares held by him, in such form as shall, in conformity to law, the certificate of incorporation and the by-laws, be prescribed from time to time by the board of directors. Such certificate shall be signed by the chairman or vice chairman of the board, or the president or a vice president and by the treasurer or an assistant treasurer or by the secretary or an assistant secretary. Any of or all the signatures on the certificate may be a facsimile. In case an officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the time of its issue.

7.2. Loss of Certificates. In the case of the alleged theft, loss, destruction or mutilation of a certificate of stock, a duplicate certificate may be issued in place thereof, upon such terms, including receipt of a bond sufficient to indemnify the corporation against any claim on account thereof, as the board of directors may prescribe.

Section 8. TRANSFER OF SHARES OF STOCK

8.1. Transfer on Books. Subject to the restrictions, if any, stated or noted on the stock certificate, shares of stock may be transferred on the books of the corporation by the surrender to the corporation or its transfer agent of the certificate therefor properly endorsed or accompanied by a written assignment and power of attorney properly executed, with necessary transfer stamps affixed, and with such proof of the authenticity of signature as the board of directors or the transfer agent of the corporation may reasonably require. Except as may be otherwise required by law, by the certificate of incorporation or by these by-laws, the corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to receive notice and to vote or to give any consent with respect thereto and to be held liable for such calls and assessments, if any, as may lawfully be made thereon, regardless of any transfer, pledge or other disposition of such stock until the shares have been properly transferred on the books of the corporation.

It shall be the duty of each stockholder to notify the corporation of his post office address.

8.2. Record Date. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no such record date is fixed by the board of directors, the record date for determining the stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment

9

of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no such record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the state of incorporation hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. If no record date has been fixed by the board of directors and prior action by the board of directors is required by applicable law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such payment, exercise or other action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

Section 9. CORPORATE SEAL

9.1. Subject to alteration by the directors, the seal of the corporation shall consist of a flat-faced circular die with the word “Delaware” and the name of the corporation cut or engraved thereon, together with such other words, dates or images as may be approved from time to time by the directors.

Section 10. EXECUTION OF PAPERS

10.1. Except as the board of directors may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts or other obligations made, accepted or endorsed by the corporation shall be signed by the chairman of the board, if any, the president, a vice president or the treasurer.

Section 11. FISCAL YEAR

11.1. The fiscal year of the corporation shall end on the 31st of December.

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Section 12. AMENDMENTS

12.1. These by-laws may be adopted, amended or repealed by vote of a majority of the directors then in office or by vote of a majority of the stock outstanding and entitled to vote. Any by-law, whether adopted, amended or repealed by the stockholders or directors, may be amended or reinstated by the stockholders or the directors.

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EX-3.53

Exhibit 3.53

CERTIFICATE CONCERNING

DISTRIBUTION OF REDUCTION SURPLUS

OF GOODHEW AMBULANCE SERVICE, INC.,

a California Corporation

We, the undersigned, to wit, WILLIAM I. GOODHEW and BRUNO BAKEY, being respectively the President and Treasurer of GOODHEW AMBULANCE SERVICE, INC., a California corporation, do hereby certify:

1. That the stated capital of said corporation has been reduced as of January 30, 1956 from $77,500.00 to $48,400.00.

2. That the estimated amount of the debts and liabilities of said corporation as of January 30, 1956 is the sum of $40,226.65.

3. That the estimated fair present value of the assets of said corporation at all times herein mentioned has been and now is the sum of $160,965.45.

4. That the amount of reduction surplus resulting from the aforementioned is the sum of $29,100.00, which amount is proposed to be withdrawn and utilized by the corporation together with earned surplus of said corporation in the sum of $20,900.00, in paying over a period of time a promissory note of the corporation in the principal sum of $50,000.00 given by the corporation in the purchase of 291 of its issued and outstanding shares of capital stock, each of the par value of $100.00 for a total aggregate consideration as evidenced by said promissory note in the sum of $50,000.00.

5. That the board of directors of said corporation has determined by resolution duly adopted at a meeting held on the 30th day of January, 1956, that by the proposed withdrawal and distribution of such surplus the corporation will not be rendered unable to satisfy its debts and liabilities when they fall due, and that the assets of the corporation after such

distribution or withdrawal taken at their fair present value are at least equal to one and a quarter times its debts and liabilities.

IN WITNESS WHEREOF, we have executed this certificate on the 30 day of January, 1956.

GOODHEW AMBULANCE SERVICE, INC.
By	/s/ William I. Goodhew
	William I. Goodhew, President
By	/s/ Bruno Bakey
	Bruno Bakey, Secretary

STATE OF CALIFORNIA	)
	)	SS.
COUNTY OF LOS ANGELES	)

WILLIAM I. GOODHEW and BRUNO BAKEY, being first duly sworn, each for himself deposes and says: That they are respectively the President and Treasurer of GOODHEW AMBULANCE SERVICE, INC., the corporation mentioned in the foregoing certificate, that they have read said certificate, and that all of the statements made therein are true of their own knowledge.

/s/ William I. Goodhew

William I. Goodhew

/s/ Bruno Bakey

Bruno Bakey

Subscribed and sworn to before me this 30 day of January, 1956.

Notary Public in and for said County and State.

ARTICLES OF INCORPORATION

OF

GOODHEW AMBULANCE SERVICE, INC.

I.

The name of this corporation is:

GOODHEW AMBULANCE SERVICE, INC.

II.

The purposes for which this corporation is formed are:

(a) - To carry on, operate and conduct a general ambulance service business and for the purpose of carrying on, operating and conducting said business, to buy, own, use, sell, lease and convey any and all kinds of property, both real and personal, which may be reasonably necessary or convenient for the said business, and generally to do all things that may be necessary or convenient in the conduct of such business.

(b) - To enter into, make, perform and carry out contracts of every sort and kind which may be necessary or convenient for the business of this corporation, with any person, firm, corporation, private, public or municipal, body politic, or any state, territory or municipality of the United States, or any foreign government, colony or body politic.

(c) - To acquire by purchase, subscription or otherwise held, mortgage, pledge, sell, assign, transfer, exchange, or otherwise dispose of shares of the stock of, or voting trust certificates for shares of the stock of, or any bonds, or other securities, evidences of indebtedness or obligations created by, any other corporation or corporations organized under the laws of the State of California, or of any other state, or of any country, nation or government, and to pay therefor, in whole or in part, with cash or other property or with shares, bonds or other obligations of this corporation, and while the owner or holder of any such shares, or voting trust

certificates for shares, or bonds or other securities or evidences of indebtedness or obligations of any such other corporation or corporations, to possess and exercise in respect thereof all the rights, powers and privileges of ownership, including the right to vote thereon, and to consent in respect thereof for any and all purposes.

(d) - To promote, aid and Assist, financially or otherwise, corporations, co-partnerships, joint stock companies, syndicates, trustees, associations and individuals to the extent legally permissible to a corporation organized under the laws of the state of California; and to a like extent to endorse or underwrite the shares, bonds, debentures, notes, securities or other obligations or undertakings of any syndicate, trustee or individual, and to guarantee the payment upon bonds, notes, debentures or other obligations of, or the performance of any contracts by, any corporation, co-partnership, joint stock company, association, syndicate, trustee or individual.

(e) - To adopt, apply for, obtain, register, purchase, lease or otherwise acquire, and to maintain, protect, hold use, own, exercise, develop, operate and introduce, and to sell, grant licenses or other rights in respect of, assign or otherwise dispose of or turn to account any trade-marks, trade names, patents, patent rights, copyrights and distinctive marks and rights analogous thereto, and inventions, improvements, processes, formulas and the like, including such thereof as may be covered by, used in connection with, or secured or received under, letters patent of the United States of America, or elsewhere, or otherwise, which may be deemed capable of use in connection with the business of the corporation, and to acquire, use, exercise or otherwise turn to account licenses in respect of any such trade-marks, trade names, patents, patent rights, copyrights, inventions, improvements, processes, formulas and the like.

(f) - To acquire all or any part of the good will, rights, assets and business of any person, firm, association, or corporation heretofore or hereafter engaged in any business, in whole or in part, similar to the business of this corporation, and to hold, utilize, and in any manner dispose of the whole or any part of the rights and assets so acquired, and to conduct in any lawful manner the whole or any part of the business thus acquired.

(g) - To purchase, lease as lessee, take in exchange, or otherwise acquire, and to own, hold, operate, sell, assign, transfer, convey, exchange, lease as lessor, mortgage, pledge, or otherwise dispose of, and encumber, real and personal property of every class and description, and rights and privilege therein, in the state of California, and in any or all other states, territories, districts, possessions, colonies, and dependencies of the United States of America and in any or all foreign countries which maybe suitable or convenient in connection with the business of this corporation.

(h) - To borrow or raise moneys for any of the purposes of this corporation without limit as to amount, and from time to time, to issue bonds, debentures, notes or other obligations, secured or unsecured, of this corporation for moneys so borrowed, or in payment for property acquired, or for any of the other objects and purposes of this corporation, or in connection with its business: to secure such bonds, debentures, notes and other obligations by mortgage or mortgages, or deed or deeds of trust, or pledge or other lien upon any or all of the property, rights, privileges or franchises of this corporation, wheresoever situated, acquired or to be acquired, and to pledge, sell or otherwise dispose of any or all other obligations of this corporation for its corporate purposes.

(i) - To join and become a party to, and to participate in, any plan or agreement for the reorganization of, or the readjustment of the capital structure of, or for the composition of

the creditors of, any other corporation, shares of which, or voting trust certificates for the shares of which, or bonds or other securities by evidences of indebtedness or obligations created by which, this corporation may own, hold or be possessed of, or entitled to a beneficial interest in, and to possess, exercise and enjoy any and all rights, powers and privileges, for any purpose under the terms of such plan or agreement, to the same extent that an individual would be entitled to.

(j) - In connection with the purchase, lease or other acquisition by this corporation of any property, of whatsoever nature, to pay therefor in cash or property, or to issue in exchange therefor shares, bonds or other securities or evidences of indebtedness of this corporation, and to assume in connection with any such acquisition any liabilities of any person, firm, association or corporations.

(k) - To carry out all or any part of the foregoing objects and purposes as principal, agent, contractor or otherwise, either alone, or in conjunction with any person, firm, association or other corporation, and in any part of the world; and in carrying on its business and for the purpose of attaining or furthering any of its objects or purposes, to make and perform such contracts and to exercise any and all such powers, as a natural person would lawfully make, perform, do or exercise, provided that the same be not inconsistent with the laws of the State of California.

(l) - To conduct its business in all or any of its branches in the State of California, and in any or all other states, territories, possessions, colonies, and dependencies of the United States of America, and in the District of Columbia, and in any or all foreign countries, and to have one or more offices within and outside the State of California.

(m) - To do any and all things necessary, suitable, convenient or proper for, or in connection with, or incidental to, the accomplishment of any of the purposes or the attainment of any one or more of the objects herein enumerated, or designed directly or indirectly to promote the interests of this corporation, or to enhance the value of any of its properties, and in general to do any and all things and exercise any and all powers which it may now or hereafter be lawful for the corporation to do or to exercise under the laws of the State of California that may now or hereafter be applicable to this corporation.

(n) - The business or purpose of this corporation is from time to time, and at any time, to do one or more of the acts and things herein set forth, and to have all the powers, rights and privileges now or hereafter conferred by the laws of the State of California upon corporations organized under the general laws of California authorizing the formation of corporations; provided, however, that nothing herein contained shall be deemed to authorize this corporation to construct, hold, maintain or operate, within the state of California, urban railroads, or interurban or street railways or telephone lines, or to carry on within the state the business of a gas, electric, steam, heat or power company, or to carry on within said state any other public utility business.

(o) - The objects specified herein shall, except as otherwise expressed, be in no way limited or restricted by reference to or inference from the terms of any other clause or paragraph of these Articles. The objects, purposes and powers specified in each of the clauses or paragraphs in these Articles shall be regarded as independent objects, purposes or powers.

The foregoing shall be construed as objects and powers, and the enumeration thereof shall not be held to limit or restrict in any manner the general powers now or hereafter conferred on this corporation by the laws of the State of California.

III.

The County in the State of California where the principal office for the transaction of business of this corporation is to be located is in Los Angeles County.

IV.

This corporation is authorized to issue only one class of shares of stock. The total number of such shares is none hundred fifty (950) shares, of the aggregate par value of Ninety-five Thousand Dollar; ($95,000.00), and all such shares shall be of the par value of One Hundred Dollars ($100.00) each.

V.

No distinction shall exist between the shares of this corporation or the holders thereof.

VI.

That the number of its directors shall be four (4), and the names and addresses of the persons who are appointed to act until the first annual meeting of shareholders, or until the election and qualification of their successors, are as follows:

JAMES H. GOODHEW, SR., Los Angeles, California

MELVA T. GOODHEW, Los Angeles, California

JAMES H. GOODHEW, JR., Los Angeles, California

IVAN LACHNIT, Los Angeles, California

VII.

That the capital stock of the corporation shall not be subject to assessment. That the private property of the stockholders, directors and officers shall not be subject to the payment of corporate debts to any extent whatsoever.

VIII.

The corporation reserves the right to amend, alter, change or repeal any provision in these Articles of Incorporation, in the manner now or hereafter prescribed by law, and all rights and powers conferred herein on stockholders, directors and officers are subject to this reserved power.

IN WITNESS WHEREOF, for the purpose of forming this corporation under the laws of the State of California, we, the undersigned, constituting the incorporators of this corporation, including the persons named hereinabove as the first directors of this corporation, have executed these Articles of Incorporation this 7 day of December, 1945.

/s/ James H. Goodhew, Sr.

JAMES H. GOODHEW, SR.

/s/ Melva T. Goodhew

MELVA T. GOODHEW

/s/ James H. Goodhew, Jr.

JAMES H. GOODHEW, JR.

/s/ Ivan Lachnit

IVAN LACHNIT

STATE OF CALIFORNIA,	)
County of Los Angeles.	)	ss.

On this 7 day of December, 1945, before me, a Notary Public in and for the County of Los Angeles, State of California, residing therein, duly commissioned and sworn, personally appeared JAMES H. GOODHEW, SR., MELVA T. GOODHEW, JAMES H. GOODHEW, JR. AND IVAN LACHNIT, known to me to be the persons whose names are subscribed to the foregoing Articles of Incorporation, and acknowledged to me that they executed the same.

WITNESS my hand and official seal.

/s/ X

NOTARY PUBLIC in and for said County and State.

AGREEMENT TO MERGE

with and into

under the name of

“Goodhew Ambulance Service Inc.”

Acting Secretary of State Goodhew Ambulance Service, Inc., a California Corporation, hereinafter sometimes called “Goodhew”, and G.A.S. Leasing Corporation, a California Corporation, hereinafter sometimes called “G.A.S.”, agree effective January 1, 1994, as follows:

ARTICLE 1. RECITALS OF CONSTITUENT CORPORATIONS

Disappearing Corporation

Section 1.01 G.A.S. is a corporation duly organized, validly existing, and in good standing under the laws of the State of California (“the disappearing corporation”).

Survivor

Section 1.02 Goodhew is a corporation duly organized, validly existing, and in good standing under the laws of the State of California.

Which Corporation Is Survivor

Section 1.03 Goodhew is to be the surviving corporation (“surviving corporation”), as that term is defined in the General Corporation Law of California, to the merger described in this agreement.

ARTICLE 2. MERGER

Surviving Corporation

G.A.S. shall be merged into Goodhew under the laws of the State of California.

ARTICLE 3. TERMS AND CONDITIONS

Negative Covenants

Section 3.01. Between the date of this agreement and the date on which the merger shall become effective, either constituent corporation shall not:

(a) Declare or pay any dividends to its shareholders.

(b) Except in the normal course of business and for adequate value, dispose of any of its assets.

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Further Assignments or Assurances

Section 3.02. If at any time the surviving corporation shall consider or be advised that any further assignments or assurances in law are necessary to vest or to perfect or to confirm of record in the surviving corporation the title to any property or rights of Goodhew, or otherwise carry out the provisions hereof, the proper officers and directors of G.A.S., as of the effective date of the merger, shall execute and deliver all proper deeds, assignments, confirmations, and assurances in law, and do all acts proper to vest, perfect, and confirm title to such property or rights in the surviving corporation, and otherwise carry out the provisions hereof.

ARTICLE 4. BASIS OF CONVERTING SHARES

Basis

Section 4.01. (a) G.A.S. and Goodhew agree that G.A.S. has a fair market value of Two Million, Three Hundred Nine Thousand, Nine Hundred Thirteen Dollars ($2,309,913) and Goodhew has a fair market value of Twenty Million, One Hundred Eighty Seven, Six Hundred Dollars ($20,187,600).

(b) At the effective date of the merger, January 1, 1994, all of the outstanding shares of the common stock of the disappearing corporation, each share having a value of $231.00 per share, or 10,000 shares (other than shares held by disappearing corporation as treasury shares) shall be converted into 50 shares of common stock, each share having a value of Forty Six Thousand, Two Hundred Ninety One and 18/100 Dollars (46,291.18) per share of the surviving corporation. The total number of shares of stock of the surviving Corporation after the merger shall be Four Hundred Eight Six (486) Shares.

(c) Any shares of the disappearing corporation, common or preferred, held by the disappearing corporation in its treasury on the effective date of the merger shall be surrendered to the surviving corporation for cancellation.

(d) A Schedule (“Schedule”) of Shareholders of the disappearing corporation’s shareholders and the stock they shall receive pursuant to this agreement is attached hereto and made a part hereof as Exhibit “A”.

Exchange

Section 4.02. Each holder of the shares of the disappearing corporation shall surrender their shares, properly endorsed, to the surviving corporation or its agent, and shall thereupon receive in exchange therefor a certificate or certificates representing the number of shares of the surviving corporation into which the shares of the disappearing corporation have been converted.

Shares of Survivor

Section 4.03. The presently outstanding 436 shares of common stock of Goodhew, shall remain outstanding as common stock of the surviving corporation.

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ARTICLE 5. DIRECTORS

Board of Survivor

Section 5.01. The present Board of Directors of Goodhew shall continue to serve as the Board of Directors of the surviving corporation until the next annual meeting or until such time as their successors have been elected and qualified.

Articles of Survivor

Section 6.01. The articles of Goodhew, as existing on the effective date of the merger, shall continue in full force as the articles of the surviving corporation until altered, amended as provided therein, or as provided by law.

ARTICLE 7. BYLAWS

Bylaws of Survivor

Section 7.01. The bylaws of Goodhew, as existing on the effective date of the merger, shall continue in full force as the bylaws of the surviving corporation until altered, amended, or repealed as provided therein or as provided by law.

ARTICLE 8. INTERPRETATION AND ENFORCEMENT

Notices

Section 8.01. Any notice, request, demand, or other communication required or permitted hereunder shall be deemed to be properly given when deposited in the United States mail, postage prepaid, or when deposited with a public telegraph company for transmittal, charges prepaid, addressed:

(a) In the case of G.A.S. to: G.A.S. Corporation, a California corporation, Attn.: Walter Howell, 5420 W. Jefferson Blvd., Los Angeles, California 90016, or to such other person or address as G.A.S. may from time to time furnish to Goodhew;

(b) In the case of Goodhew to: Goodhew Ambulance Service, Inc., a California corporation, Attn.: Walter Howell, 5420 W. Jefferson Blvd., Los Angeles, California 90016, or to such other person or address as Goodhew may from time to time furnish to G.A.S.

Counterpart Executions

Section 8.02. This agreement may be executed in any number of counterparts, each of which shall be deemed an original.

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Controlling Law

Section 8.03. The validity, interpretation, and performance of this agreement shall be controlled by and construed under the laws of the State of California, the state in which this agreement is being executed.

Dated: January 1, 1994

G.A.S. Leasing Corporation, a California Corporation

By:	/s/ James K. Witte
	James K. Witte, Secretary
By:	/s/ Walter Howell
	Walter Howell, Chief Executive Officer and President
By:	/s/ Eloise C. Goodhew
	Eloise C. Goodhew, Chairman of the Board of Directors
Goodhew Ambulance Service, Inc., a California Corporation
By:	/s/ James K. Witte
	James K. Witte, Secretary
By:	/s/ Walter Howell
	Walter Howell, Chief Executive Officer and President
By:	/s/ Eloise C. Goodhew
	Eloise C. Goodhew, Chairman of the Board of Directors

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EXHIBIT “A”

SCHEDULE OF SHAREHOLDERS

SHAREHOLDERS	SHARES
Eloise C. Goodhew, As Trustee of the William I. Goodhew Family Trust Dated 1-24-68, Amended and Restated 04-08-91	9,000 shares converted to 45 shares
Walter Howell and Nancy Howell, Co-Trustees of the Howell Family Trust Dated 09-06-89	1,000 shares converted to 5 shares

OFFICERS’ CERTIFICATE OF MERGER

FOR

G.A.S. LEASING CORPORATION,

A CALIFORNIA CORPORATION

We, the undersigned, do certify that:

1. We are, and at all times herein mentioned, were the duly elected and qualified Chairman of the Board of Directors and Chief Executive Officer, and Secretary and Treasurer of G.A.S. Leasing Corporation, a California corporation, a corporation organized and existing under the laws of the State of California.

2. As of December 31, 1993, the principal terms of the merger agreement in the form attached hereto were approved by that corporation by a vote of a number of shares of the sole class of stock of the G.A.S. which equaled or exceeded the vote required, under the General Corporation Law of California, for approval of the principal terms of the merger described in the attached agreement by the outstanding shares of said class of shares of said corporation.

3. The total number of outstanding shares said corporation entitled to vote on the merger was and is 10,000 shares of common stock.

4. The percentage vote required, and the number and percentage of affirmative votes cast is as follows:

	Percentage Votes		Affirmative Votes	Percentage Vote
Class:	Required:		Cast:	Obtained:
Common Stock	51	%	100% (10,000)	100	%

We declare under penalty of perjury that the foregoing matters stated in this certificate are true of our own knowledge. Executed at Redondo Beach, California.

Dated: December 31, 1993

/s/ Walter Howell

Walter Howell, Chief Executive Officer and President

/s/ James K. Witte

James K. Witte, Secretary and Treasurer

/s/ Eloise C. Goodhew

Eloise C. Goodhew, Chairman of the Board of Directors

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OFFICERS’ CERTIFICATE OF MERGER

FOR

GOODHEW AMBULANCE SERVICE, INC.,

A CALIFORNIA CORPORATION

We, the undersigned, do certify that:

1. We are, and at all times herein mentioned, were the duly elected and qualified Chairman of the Board of Directors and Chief Executive Officer, and Secretary and Treasurer of Goodhew Ambulance Service, Inc., a California corporation, a corporation organized and existing under the laws of the State of California.

2. As of December 31, 1993, the principal terms of the merger agreement in the form attached hereto were approved by that corporation by a vote of a number of shares of the sole class of stock of the Goodhew Ambulance Service, Inc. which equaled or exceeded the vote required, under the General Corporation Law of California, for approval of the principal terms of the merger described in the attached agreement by the outstanding shares of said class of shares of said corporation.

3. The total number of outstanding shares said corporation entitled to vote on the merger was and is 436 shares of common stock.

4. The percentage vote required, and the number and percentage of affirmative votes cast is as follows:

	Percentage Votes		Affirmative Votes	Percentage Vote
Class:	Required:		Cast:	Obtained:
Common Stock	51	%	100% (436)	100	%

We declare under penalty of perjury that the foregoing matters stated in this certificate are true of our own knowledge. Executed at Redondo Beach, California.

Dated: December 31, 1993

/s/ Walter Howell

Walter Howell, Chief Executive Officer and President

/s/ James K. Witte

James K. Witte, Secretary and Treasurer

1

AGREEMENT OF MERGER BETWEEN
PROFESSIONAL AMBULANCE SERVICES, INC.
and
GOODHEW AMBULANCE SERVICE, INC.
(Under Section 1101 of the General
Corporation Law of the State of California)

This Agreement of Merger is entered into between GOODHEW AMBULANCE SERVICE INC., a California corporation (herein “Surviving Corporation”) and PROFESSIONAL AMBULANCE SERVICE, INC., a California corporation (herein “Merging Corporation”), on August 7, 1997. The Surviving Corporation and the Merging Corporation agree as follows:

RECITALS

A. Merging Corporation is a corporation duly organized, validly existing, and in good standing under the laws of the State of California. Merging Corporation is a wholly owned subsidiary of LAIDLAW MEDICAL TRANSPORTATION, INC., a Delaware corporation, which is a wholly owned subsidiary of CARELINE, INC., a Delaware corporation; and

B. Surviving Corporation is a corporation duly organized, validly existing, and in good standing under the laws of the State of California. Surviving Corporation is a wholly owned subsidiary of LAIDLAW MEDICAL TRANSPORTATION, INC., a Delaware corporation, which is a wholly owned subsidiary of CARELINE, INC., a Delaware corporation; and

C. Surviving Corporation and Merging Corporation are brother-sister corporations, each having the ultimate common parent of CARELINE, INC., a Delaware corporation; and

D. GOODHEW AMBULANCE SERVICE, INC. is to be the surviving corporation, as that term is defined in the General Corporation Law of California, to the merger described in this agreement.

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IT IS AGREED AS FOLLOWS:

1. Merger. Merging Corporation shall be merged into GOODHEW AMBULANCE SERVICE, INC. under the laws of the State of California.

2. Further Assignments or Assurances. If at any time the Surviving Corporation shall consider or be advised that any further assignments or assurances in law are necessary to vest or to perfect or to confirm of record in the Surviving Corporation the title to any property or rights of Merging Corporation, or otherwise carry out the provisions hereof, the proper officers and directors of Merging Corporation, as of the effective date of the merger, shall execute and deliver all proper deeds, assignments, confirmations, and assurances in law, and do all acts proper to vest, perfect, and confirm title to such property or rights in the Surviving Corporation, and otherwise carry out the provisions hereof.

3. Basis of Converting Shares.

(a) At the effective date of the merger, each share of the common stock of the Merging Corporation (other than shares held by Merging Corporation as treasury shares) shall be converted into one (1) fully paid and non-assessable share of common stock of the Surviving Corporation.

(b) Any shares of the Merging Corporation, common or preferred, held by the Merging Corporation in its treasury on the effective date of the merger shall be surrendered to the Surviving Corporation for cancellation.

4. Board of Survivor. The present Board of Directors of GOODHEW AMBULANCE SERVICE, INC. shall continue to serve as the Board of Directors of the Surviving Corporation until the next annual meeting or until such time as their successors have been elected and qualified.

2

5. Articles of Survivor. The Articles of GOODHEW AMBULANCE SERVICE, INC., as existing on the effective date of the merger, shall continue in full force as the Articles of the Surviving Corporation until altered, amended as provided therein, or as provided by law.

6. Bylaws of Survivor. The bylaws of GOODHEW AMBULANCE SERVICE, INC., as existing on the effective date of the merger, shall continue in full force as the bylaws of the Surviving Corporation until altered, amended, or repealed as provided therein or as provided by law.

7. Miscellaneous.

(a) This agreement may be executed in any number of counterparts, each of which shall be deemed an original.

(b) The validity, interpretation, effect of, effective date and performance of this agreement shall be controlled by and construed under the laws of the State of California, the state in which this agreement is being executed.

Executed on August 7, 1997, at Fremont, California.

PROFESSIONAL AMBULANCE SERVICE, INC.
By:	/s/ Gregory K. Guckes
	Gregory K. Guckes, President
By:	/s/ William B. Cooper
	William B. Cooper, Assistant Secretary
GOODHEW AMBULANCE SERVICE, INC.
By:	/s/ Gregory K. Guckes
	Gregory K. Guckes, President
By:	/s/ William B. Cooper
	William B. Cooper, Assistant Secretary

3

GOODHEW AMBULANCE SERVICE, INC.
CERTIFICATE OF APPROVAL
OF
AGREEMENT OF MERGER

The undersigned do hereby certify that:

1. We are the President and Assistant Secretary, respectively, of GOODHEW AMBULANCE SERVICE, INC., a California corporation.

2. The Agreement of Merger in the form attached hereto was duly approved by the shareholders and directors of the corporation.

3. The shareholder approval was by 100% of the outstanding shares of the corporation.

4. There is only one class of shares and the number of shares outstanding is one (1).

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this Certificate are true and correct of our own knowledge.

Dated: August 7, 1997

/s/ Gregory K. Guckes

Gregory K. Guckes, President

/s/ William B. Cooper

William B. Cooper, Assistant Secretary

PROFESSIONAL AMBULANCE SERVICE, INC.
CERTIFICATE OF APPROVAL
OF
AGREEMENT OF MERGER

The undersigned do hereby certify that:

1. We are the President and Assistant Secretary, respectively, of PROFESSIONAL AMBULANCE SERVICE, INC., a California corporation.

2. The Agreement of Merger in the form attached hereto was duly approved by the shareholders and directors of the corporation.

3. The shareholder approval was by 100% of the outstanding shares of the corporation.

4. There is only one class of shares and the number of shares outstanding is one (1).

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this Certificate are true and correct of our own knowledge.

Dated: August 7, 1997

/s/ Gregory K. Guckes

Gregory K. Guckes, President

/s/ William B. Cooper

William B. Cooper, Assistant Secretary

AGREEMENT OF MERGER BETWEEN
WILSON AMBULANCE SERVICES, INC.
and
GOODHEW AMBULANCE SERVICE, INC.
(Under Section 1101 of the General
Corporation Law of the State of California)

This Agreement of Merger is entered into between GOODHEW AMBULANCE SERVICE INC., a California corporation (herein “Surviving Corporation”) and WILSON AMBULANCE SERVICE, INC., a California corporation (herein “Merging Corporation”), on August 7, 1997. The Surviving Corporation and the Merging Corporation agree as follows:

RECITALS

A. Merging Corporation is a corporation duly organized, validly existing, and in good standing under the laws of the State of California. Merging Corporation is a wholly owned subsidiary of AMERICAN MEDICAL RESPONSE WEST, a California corporation, which is a wholly owned subsidiary of AMERICAN MEDICAL RESPONSE, INC., a Delaware corporation, which is a wholly owned subsidiary of CARELINE, INC., a Delaware corporation; and

B. Surviving Corporation is a corporation duly organized, validly existing, and in good standing under the laws of the State of California. Surviving Corporation is a wholly owned subsidiary of LAIDLAW MEDICAL TRANSPORTATION, INC., a Delaware corporation, which is a wholly owned subsidiary of CARELINE, INC., a Delaware corporation; and

C. Surviving Corporation and Merging Corporation are brother-sister corporations, each having the ultimate common parent of CARELINE, INC., a Delaware corporation; and

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D. GOODHEW AMBULANCE SERVICE, INC. is to be the surviving corporation, as that term is defined in the General Corporation Law of California, to the merger described in this agreement.

IT IS AGREED AS FOLLOWS:

1. Merger. Merging Corporation shall be merged into GOODHEW AMBULANCE SERVICE, INC. under the laws of the State of California.

2. Further Assignments or Assurances. If at any time the Surviving Corporation shall consider or be advised that any further assignments or assurances in law are necessary to vest or to perfect or to confirm of record in the Surviving Corporation the title to any property or rights of Merging Corporation, or otherwise carry out the provisions hereof, the proper officers and directors of Merging Corporation, as of the effective date of the merger, shall execute and deliver all proper deeds, assignments, confirmations, and assurances in law, and do all acts proper to vest, perfect, and confirm title to such property or rights in the Surviving Corporation, and otherwise carry out the provisions hereof.

3. Basis of Converting Shares.

(a) At the effective date of the merger, each share of the common stock of the Merging Corporation (other than shares held by Merging Corporation as treasury shares) shall be converted into one (1) fully paid and non-assessable share of common stock of the Surviving Corporation.

(b) Any shares of the Merging Corporation, common or preferred, held by the Merging Corporation in its treasury on the effective date of the merger shall be surrendered to the Surviving Corporation for cancellation.

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4. Board of Survivor. The present Board of Directors of GOODHEW AMBULANCE SERVICE, INC. shall continue to serve as the Board of Directors of the Surviving Corporation until the next annual meeting or until such time as their successors have been elected and qualified.

5. Articles of Survivor. The Articles of GOODHEW AMBULANCE SERVICE, INC., as existing on the effective date of the merger, shall continue in full force as the Articles of the Surviving Corporation until altered, amended as provided therein, or as provided by law.

6. Bylaws of Survivor. The bylaws of GOODHEW AMBULANCE SERVICE, INC., as existing on the effective date of the merger, shall continue in full force as the bylaws of the Surviving Corporation until altered, amended, or repealed as provided therein or as provided by law.

7. Miscellaneous.

(a) This agreement may be executed in any number of counterparts, each of which shall be deemed an original.

(b) The validity, interpretation, effect of, effective date and performance of this agreement shall be controlled by and construed under the laws of the State of California, the state in which this agreement is being executed.

Executed on August 7, 1997, at Fremont, California.

WILSON AMBULANCE SERVICE, INC.
By:	/s/ Gregory K. Guckes
	Gregory K. Guckes, President
By:	/s/ William B. Cooper
	William B. Cooper, Assistant Secretary

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GOODHEW AMBULANCE SERVICE, INC.
By:	/s/ Gregory K. Guckes
	Gregory K. Guckes, President
By:	/s/ William B. Cooper
	William B. Cooper, Assistant Secretary

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GOODHEW AMBULANCE SERVICE, INC.
CERTIFICATE OF APPROVAL
OF
AGREEMENT OF MERGER

The undersigned do hereby certify that:

1. We are the President and Assistant Secretary, respectively, of GOODHEW AMBULANCE SERVICE, INC., a California corporation.

2. The Agreement of Merger in the form attached hereto was duly approved by the shareholders and directors of the corporation.

3. The shareholder approval was by 100% of the outstanding shares of the corporation.

4. There is only one class of shares and the number of shares outstanding is one (1).

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this Certificate are true and correct of our own knowledge.

Dated: August 7, 1997

/s/ Gregory K. Guckes

Gregory K. Guckes, President

/s/ William B. Cooper

William B. Cooper, Assistant Secretary

WILSON AMBULANCE SERVICE, INC.
CERTIFICATE OF APPROVAL
OF
AGREEMENT OF MERGER

The undersigned do hereby certify that:

1. We are the President and Assistant Secretary, respectively, of WILSON AMBULANCE SERVICE, INC., a California corporation.

2. The Agreement of Merger in the form attached hereto was duly approved by the shareholders and directors of the corporation.

3. The shareholder approval was by 100% of the outstanding shares of the corporation.

4. There is only one class of shares and the number of shares outstanding is one (1).

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this Certificate are true and correct of our own knowledge.

Dated: August 7, 1997

/s/ Gregory K. Guckes

Gregory K. Guckes, President

/s/ William B. Cooper

William B. Cooper, Assistant Secretary

AGREEMENT OF MERGER BETWEEN
CRIPPEN AMBULANCE SERVICE, INC.
and
GOODHEW AMBULANCE SERVICE, INC.
(Under Section 1101 of the General
Corporation Law of the State of California)

This Agreement of Merger is entered into between GOODHEW AMBULANCE SERVICE, INC., a California corporation (herein “Surviving Corporation”) and CRIPPEN AMBULANCE SERVICE, INC., a California corporation (herein “Merging Corporation”), on August 7, 1997. The Surviving Corporation and the Merging Corporation agree as follows:

RECITALS

A. Merging Corporation is a corporation duly organized, validly existing, and in good standing under the laws of the State of California. Merging Corporation is a wholly owned subsidiary of LAIDLAW MEDICAL TRANSPORTATION, INC., a Delaware corporation, which is a wholly owned subsidiary of CARELINE, INC., a Delaware corporation; and

B. Surviving Corporation is a corporation duly organized, validly existing, and in good standing under the laws of the State of California. Surviving Corporation is a wholly owned subsidiary of LAIDLAW MEDICAL TRANSPORTATION, INC., a Delaware corporation, which is a wholly owned subsidiary of CARELINE, INC., a Delaware corporation; and

C. Surviving Corporation and Merging Corporation are brother-sister corporations, each having the ultimate common parent of CARELINE, INC., a Delaware corporation; and

D. GOODHEW AMBULANCE SERVICE, INC. is to be the surviving corporation, as that term is defined in the General Corporation Law of California, to the merger described in this agreement.

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IT IS AGREED AS FOLLOWS:

1. Merger. Merging Corporation shall be merged into GOODHEW AMBULANCE SERVICE, INC. under the laws of the State of California.

2. Further Assignments or Assurances. If at any time the Surviving Corporation shall consider or be advised that any further assignments or assurances in law are necessary to vest or to perfect or to confirm of record in the Surviving Corporation the title to any property or rights of Merging Corporation, or otherwise carry out the provisions hereof, the proper officers and directors of Merging Corporation, as of the effective date of the merger, shall execute and deliver all proper deeds, assignments, confirmations, and assurances in law, and do all acts proper to vest, perfect, and confirm title to such property or rights in the Surviving Corporation, and otherwise carry out the provisions hereof.

3. Basis of Converting Shares.

(a) At the effective date of the merger, each share of the common stock of the Merging Corporation (other than shares held by Merging Corporation as treasury shares) shall be converted into one (1) fully paid and non-assessable share of common stock of the Surviving Corporation.

(b) Any shares of the Merging Corporation, common or preferred, held by the Merging Corporation in its treasury on the effective date of the merger shall be surrendered to the Surviving Corporation for cancellation.

4. Board of Survivor. The present Board of Directors of GOODHEW AMBULANCE SERVICE, INC. shall continue to serve as the Board of Directors of the Surviving Corporation until the next annual meeting or until such time as their successors have been elected and qualified.

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5. Articles of Survivor. The Articles of GOODHEW AMBULANCE SERVICE, INC., as existing on the effective date of the merger, shall continue in full force as the Articles of the Surviving Corporation until altered, amended as provided therein, or as provided by law.

6. Bylaws of Survivor. The bylaws of GOODHEW AMBULANCE SERVICE, INC., as existing on the effective date of the merger, shall continue in full force as the bylaws of the Surviving Corporation until altered, amended, or repealed as provided therein or as provided by law.

7. Miscellaneous.

(a) This agreement may be executed in any number of counterparts, each of which shall be deemed an original.

(b) The validity, interpretation, effect of, effective date and performance of this agreement shall be controlled by and construed under the laws of the State of California, the state in which this agreement is being executed.

Executed on August 7, 1997, at Fremont, California.

CRIPPEN AMBULANCE SERVICE, INC.
By:	/s/ Gregory K. Guckes
	Gregory K. Guckes, President
By:	/s/ William B. Cooper
	William B. Cooper, Assistant Secretary
GOODHEW AMBULANCE SERVICE, INC.
By:	/s/ Gregory K. Guckes
	Gregory K. Guckes, President
By:	/s/ William B. Cooper
	William B. Cooper, Assistant Secretary

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GOODHEW AMBULANCE SERVICE, INC.
CERTIFICATE OF APPROVAL
OF
AGREEMENT OF MERGER

The undersigned do hereby certify that:

1. We are the President and Assistant Secretary, respectively, of GOODHEW AMBULANCE SERVICE, INC., a California corporation.

2. The Agreement of Merger in the form attached hereto was duly approved by the shareholders and directors of the corporation.

3. The shareholder approval was by 100% of the outstanding shares of the corporation.

4. There is only one class of shares and the number of shares outstanding is one (1).

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this Certificate are true and correct of our own knowledge.

Dated: August 7, 1997

/s/ Gregory K. Guckes

Gregory K. Guckes, President

/s/ William B. Cooper

William B. Cooper, Assistant Secretary

CRIPPEN AMBULANCE SERVICE, INC.
CERTIFICATE OF APPROVAL
OF
AGREEMENT OF MERGER

The undersigned do hereby certify that:

1. We are the President and Assistant Secretary, respectively, of CRIPPEN AMBULANCE SERVICE, INC., a California corporation.

2. The Agreement of Merger in the form attached hereto was duly approved by the shareholders and directors of the corporation.

3. The shareholder approval was by 100% of the outstanding shares of the corporation.

4. There is only one class of shares and the number of shares outstanding is one (1).

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this Certificate are true and correct of our own knowledge.

Dated: August 7, 1997

/s/ Gregory K. Guckes

Gregory K. Guckes, President

/s/ William B. Cooper

William B. Cooper, Assistant Secretary

CERTIFICATE OF AMENDMENT
of
ARTICLES OF INCORPORATION
of
GOODHEW AMBULANCE SERVICE, INC.
a California Corporation

GREGORY K. GUCKES and WILLIAM B. COOPER hereby certify that:

1. They are the President and Assistant Secretary, respectively of Goodhew Ambulance Service, Inc. (the “Corporation”), a California Corporation.

2. The Board of Directors of the Corporation has approved the following amendment to the Articles of Incorporation of the Corporation:

“I

The name of this corporation is AMERICAN MEDICAL RESPONSE OF SOUTHERN CALIFORNIA.”

3. The foregoing amendment of the Articles of Incorporation of the Corporation has been duly approved by the required vote of the shareholders in accordance with Section 902 of the California Corporations Code. The total number of outstanding shares of each class entitled to vote on this amendment was one (1). The number of shares voting in favor of the amendment was one (1), which constitutes more than a simple majority of these shares, thus exceeding the vote required to approve this amendment.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

Dated: August 7, 1997.

/s/ Gregory K. Guckes

Gregory K. Guckes, President

/s/ William B. Cooper

William B. Cooper, Assistant Secretary

AGREEMENT OF MERGER BETWEEN
ADAMS AMBULANCE SERVICES, INC.
and
GOODHEW AMBULANCE SERVICE, INC.
(Under Section 1101 of the General
Corporation Law of the State of California)

This Agreement of Merger is entered into between GOODHEW AMBULANCE SERVICE, INC., a California corporation (herein “Surviving Corporation”) and ADAMS AMBULANCE SERVICE, INC., a California corporation (herein “Merging Corporation”), on August 7, 1997. The Surviving Corporation and the Merging Corporation agree as follows:

RECITALS

A. Merging Corporation is a corporation duly organized, validly existing, and in good standing under the laws of the State of California. Merging Corporation is a wholly owned subsidiary of AMERICAN MEDICAL RESPONSE, INC., a Delaware corporation, which is a wholly owned subsidiary of CARELINE, INC., a Delaware corporation; and

B. Surviving Corporation is a corporation duly organized, validly existing, and in good standing under the laws of the State of California. Surviving Corporation is a wholly owned subsidiary of LAIDLAW MEDICAL TRANSPORTATION, INC., a Delaware corporation, which is a wholly owned subsidiary of CARELINE, INC., a Delaware corporation; and

C. Surviving Corporation and Merging Corporation are brother-sister corporations, each having the ultimate common parent of CARELINE, INC., a Delaware corporation; and

D. GOODHEW AMBULANCE SERVICE, INC. is to be the surviving corporation, as that term is defined in the General Corporation Law of California, to the merger described in this agreement.

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IT IS AGREED AS FOLLOWS:

1. Merger. Merging Corporation shall be merged into GOODHEW AMBULANCE SERVICE, INC. under the laws of the State of California.

2. Further Assignments or Assurances. If at any time the Surviving Corporation shall consider or be advised that any further assignments or assurances in law are necessary to vest or to perfect or to confirm of record in the Surviving Corporation the title to any property or rights of Merging Corporation, or otherwise carry out the provisions hereof, the proper officers and directors of Merging Corporation, as of the effective date of the merger, shall execute and deliver all proper deeds, assignments, confirmations, and assurances in law, and do all acts proper to vest, perfect, and confirm title to such property or rights in the Surviving Corporation, and otherwise carry out the provisions hereof.

3. Basis of Converting Shares.

(a) At the effective date of the merger, each share of the common stock of the Merging Corporation (other than shares held by Merging Corporation as treasury shares) shall be converted into one (1) fully paid and non-assessable share of common stock of the Surviving Corporation.

(b) Any shares of the Merging Corporation, common or preferred, held by the Merging Corporation in its treasury on the effective date of the merger shall be surrendered to the Surviving Corporation for cancellation.

4. Board of Survivor. The present Board of Directors of GOODHEW AMBULANCE SERVICE, INC. shall continue to serve as the Board of Directors of the Surviving Corporation until the next annual meeting or until such time as their successors have been elected and qualified.

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5. Articles of Survivor. The Articles of GOODHEW AMBULANCE SERVICE, INC., as existing on the effective date of the merger, shall continue in full force as the Articles of the Surviving Corporation until altered, amended as provided therein, or as provided by law.

6. Bylaws of Survivor. The bylaws of GOODHEW AMBULANCE SERVICE, INC., as existing on the effective date of the merger, shall continue in full force as the bylaws of the Surviving Corporation until altered, amended, or repealed as provided therein or as provided by law.

7. Miscellaneous.

(a) This agreement may be executed in any number of counterparts, each of which shall be deemed an original.

(b) The validity, interpretation, effect of, effective date and performance of this agreement shall be controlled by and construed under the laws of the State of California, the state in which this agreement is being executed.

Executed on August 7, 1997, at Fremont, California.

ADAMS AMBULANCE SERVICE, INC.
By:	/s/ Gregory K. Guckes
	Gregory K. Guckes, President
By:	/s/ William B. Cooper
	William B. Cooper, Assistant Secretary
GOODHEW AMBULANCE SERVICE, INC.
By:	/s/ Gregory K. Guckes
	Gregory K. Guckes, President
By:	/s/ William B. Cooper
	William B. Cooper, Assistant Secretary

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GOODHEW AMBULANCE SERVICE, INC.

CERTIFICATE OF APPROVAL

OF

AGREEMENT OF MERGER

The undersigned do hereby certify that:

1. We are the President and Assistant Secretary, respectively, of GOODHEW AMBULANCE SERVICE, INC., a California corporation.

2. The Agreement of Merger in the form attached hereto was duly approved by the shareholders and directors of the corporation.

3. The shareholder approval was by 100% of the outstanding shares of the corporation.

4. There is only one class of shares and the number of shares outstanding is one (1).

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this Certificate are true and correct of our own knowledge.

Dated: August 7, 1997

/s/ Gregory K. Guckes

Gregory K. Guckes, President

/s/ William B. Cooper

William B. Cooper, Assistant Secretary

ADAMS AMBULANCE SERVICE, INC.

CERTIFICATE OF APPROVAL

OF

AGREEMENT OF MERGER

The undersigned do hereby certify that:

1. We are the President and Assistant Secretary, respectively, of ADAMS AMBULANCE SERVICE, INC., a California corporation.

2. The Agreement of Merger in the form attached hereto was duly approved by the shareholders and directors of the corporation.

3. The shareholder approval was by 100% of the outstanding shares of the corporation.

4. There is only one class of shares and the number of shares outstanding is one (1).

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this Certificate are true and correct of our own knowledge.

Dated: August 7, 1997

/s/ Gregory K. Guckes

Gregory K. Guckes, President

/s/ William B. Cooper

William B. Cooper, Assistant Secretary

CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION

The undersigned certify that:

1. They are the Vice President and Assistant Secretary of the corporation.

2. The name of the corporation is American Medical Response of Southern California.

3. Article VI of the Articles of Incorporation of this corporation is amended to read as follows:

“That the number of directors shall be one (1)”

4. The foregoing amendment has been duly approved by the Board of Directors.

5. The foregoing amendment of the Articles of Incorporation has been duly approved by the required vote of shareholders in accordance with Section 902 of the Corporations Code. The total number of outstanding shares of this Corporation is 486. The number of shares voting in favor of the Amendment was 100%.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

Date: 11/1/00

/s/ Gino Porazzo

Gino Porazzo, Asst. Secretary

/s/ Lori A. E. Evans

Lori A. E. Evans, Vice President

EX-3.54

Exhibit 3.54

CERTIFICATE OF AMENDMENT
TO THE BYLAWS OF
GOODHEW AMBULANCE SERVICE, INC.
A CALIFORNIA CORPORATION

Eloise C. Goodhew, Walter Howell, Janice Dee Goodhew Schnetzky, Terry Ann Goodhew Witte, James K. Witte and Dale Henry Goodhew certify that:

They are the shareholders of all of the outstanding stock of Goodhew Ambulance Service, Inc., a California corporation, and are entitled to exercise the voting power of said Corporation.

The bylaws of Goodhew Ambulance Service, Inc., a California corporation, are hereby amended at Article I, Section 2, “Number and Qualification of Directors”. Article I, Section 2, in its entirety, shall state as follows:

The authorized number of directors of the corporation shall be five (5), effective as of August 30, 1993 until changed by amendment to the Articles of Incorporation or by a bylaw duly adopted by the shareholders amending this Section of Article I

The bylaws of Goodhew Ambulance Service, Inc., a California corporation, are hereby amended at Article I, Section 6, “Organization Meeting”. Article 1, Section 6, in its entirety, shall state as follows:

The Board of Directors shall hold their annual meeting at the same time and place as the annual meeting of the shareholders for the purpose of organization, election of officers and the transaction of such other business as may come before the meeting.

The bylaws of Goodhew Ambulance Service, Inc., a California corporation, are hereby amended at Article I, Section 7, “Other Regular Meetings”. Article 1, Section 7, in its entirety, shall state as follows:

Other regular meetings of the Board of Directors shall be held without call at such intervals as the Board of Directors find necessary to serve the best interests of the Corporation and at such place and time as they shall deem appropriate.

The bylaws of Goodhew Ambulance Service, Inc., a California corporation, are hereby amended at Article II, Section 1. Article II, Section 1., in its entirety, shall state as follows:

The Directors shall be elected annually at the annual meeting of the shareholders, which shall be held on such date and time as the shareholders of the Corporation deem appropriate. If no annual meeting is held upon the appointed day, a belated meeting may be held at any time when ordered or called by a majority in interest of the shareholders, upon the same notice as a special meeting. The annual meeting shall be competent to transact all business which the law permits to be considered and passed upon by an annual meeting of the stockholders of a corporation.

The foregoing amendments have been duly adopted in accordance with the provisions of the bylaws of this Corporation and of the California Corporations Code.

(Signatures on next page)

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Eloise C. Goodhew, Walter Howell Janice Dee Goodhew Schnetzky, Terry Ann Goodhew Witte, James K. Witte and Dale Henry Goodhew further certify under penalty of perjury under the laws of the State of California that the matters set forth in this Certificate of Amendment are true and correct of their own knowledge. Dated this         day of             , 1994.

/s/ Eloise C. Goodhew	/s/ Eloise C. Goodhew
Eloise C. Goodhew	Eloise C. Goodhew, as proxy holder for Dale Henry Goodhew
/s/ Eloise C. Goodhew	/s/ Walter Howell
Eloise C. Goodhey, as proxy holder for Janice Dee Goodhew Schnetzky	Walter Howell
/s/ James Witte
James K. Witte
/s/ Terry G. Witte
Terry Ann Goodhew Witte

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BY-LAWS

OF

GOODHEW AMBULANCE SERVICE, INC.

ARTICLE I

DIRECTORS - MANAGEMENT

Section 1. Powers: Subject to the limitations of the Articles of Incorporation, of the By-Laws, and of the California General Corporation Law as to action which shall be authorized or approved by the shareholders, all corporate powers shall be exercised by or under the authority of, and the business and affairs of this corporation shall be controlled by, the Board of Directors. Without prejudice to such general powers, but subject to the same limitation, it is hereby expressly declared that the directors shall have the power to appoint an executive committee and other committees, and to delegate to the executive committee any of the powers and authority of the board in the management of the business and affairs of the corporation, except the power to declare dividends and to adopt, amend or repeal By-Laws. The executive committee shall be composed of two or more directors.

Section 2. Number and Qualification of Directors: The authorized number of directors of the corporation shall be six (6) until changed by amendment to the Articles of Incorporation or by a By-Law duly adopted by the shareholders amending this Section of Article I.

Section 3. Election and Term of Office: The directors shall be elected at each annual meeting of shareholders, but if any such annual meeting is not held, or the directors are not elected thereat, the directors may be elected at any special meeting of shareholders held for that purpose. All directors shall hold office until their respective successors are elected.

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Section 4. Vacancies: Vacancies in the Board of Directors may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director, and each director so elected shall hold office until his successor is elected at an annual or a special meeting, of the shareholders.

A vacancy or vacancies in the Board of Directors shall be deemed to exist in case of the death, resignation or removal of any director, or if the authorized number of directors be increased, or if the shareholders fail at any annual or special meeting of shareholders at which any director or directors are elected to elect the full authorized number of directors to be voted for at that meeting.

The shareholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors. If the Board of Directors accepts the resignation of a director tendered to take effect at a future time, the Board of the Shareholders shall have power to elect a successor to take office when the resignation is to become effective.

No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of his term of office.

Section 5. Place of Meeting: Meetings of the Board of Directors shall be held at any place within or without the State of California which has been designated from time to time by resolution of the Board or by written consent of all members of the Board. In the absence of such designation regular meetings shall be held at the principal office of the corporation. Special meetings of the Board may be held either at a place so designated or at the principal office. Any meeting shall be valid, wherever held, if held by the written consent of all members of the Board of Directors, given either before or after the meeting and filed with the Secretary of the corporation.

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Section 6. Organization Meeting: Immediately following each annual meeting of shareholders, the Board of Directors shall hold a regular meeting for the purpose of organization, election of officers, and the transaction of other business. Notice of such meeting is hereby dispensed with.

Section 7. Other Regular Meetings: Other regular meetings of the Board of Directors shall be held without call at 9:00 a.m. on the third Thursday of December, and notice of all such regular meetings is hereby dispensed with.

Section 8. Special Meetings: Special meetings of the Board of Directors for any purpose or purposes shall be called at any time by the President, or, if he is absent or unable or refuses to act, by any Vice President or by any two directors.

Written notice of the time and place of special meetings shall be delivered personally to each director, or sent to each director by mail or by other form of written communication, charges prepaid, addressed to him at his address as it is shown upon the records of the corporation, or if it is not so shown on such records or is not readily ascertainable, at the place in which the meetings of the directors are regularly held. In case such notice is mailed or telegraphed, it shall be deposited in the United States mail or delivered to the telegraph company in the place in which the principal office of the corporation is located at least 48 hours prior to the time of the holding of the meeting. In case such notice is delivered, as above provided, it shall be so delivered at least 24 hours prior to the time of the holding of the meeting. Such mailing, telegraphing or delivery as above provided shall be due, legal and personal notice to such director.

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Section 9. Notice of Adjournment: Notice of the time and place of holding an adjourned meeting need not be given to absent directors if the time and place be fixed at the meeting adjourned.

Section 10. Waiver of Notice: The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, including meetings conducted by telephone, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present, or in communication with each other, and if, either before or after the meeting, each of the directors not present signs a written waiver of notice, or a consent to holding such meeting, or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 11. Quorum: A majority of the authorized number of directors shall be necessary to constitute a quorum for the transaction of business, except to adjourn as hereinafter provided. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors unless a greater number be required by law or by the Articles of Incorporation.

Section 12. Adjournment: A quorum of the directors may adjourn any directors’ meeting to meet again at a stated day and hour; provided, however, that in the absence of a quorum, a majority of the directors present at any directors’ meeting, either regular or special, may adjourn from time to time or until the time fixed for the next regular meeting of the Board.

ARTICLE II

STOCKHOLDERS

Section 1. The Directors shall be elected annually at the annual meeting of the stockholders, which shall be held at 12:00 noon on the third Monday in January of each year at the office of the principal place of business of the corporation. No notice of the annual meeting

7

shall be required. If no annual meeting is held upon the appointed day, a belated meeting may be held at any time when ordered or called by the Directors, upon the same notice as a special meeting. The annual meeting shall be competent to transact all business which the law permits to be considered and passed upon by an annual meeting of the stockholders of a corporation.

Section 2. Special meetings of the stockholders may be called upon five (5) days’ notice, to be mailed to each stockholder at his last known address, postage prepaid, when called and ordered by a majority vote of the Board of Directors.

Section 3. At each meeting of the stockholders, every stockholder shall be entitled to vote in person, or by proxy appointed by instrument in writing subscribed by such stockholder, or by his duly authorized attorney, and delivered to the Secretary at least one hour before the time for opening the meeting, and each stockholder shall have one vote for each share of stock standing registered in his name at the time of the closing of the transfer books for said meeting. Upon demand of any stockholder, the vote upon any question before the meeting shall be by ballot.

Section 4. All meetings of the stockholders shall be held at the principal place of business of the corporation, or at any place within or without the state upon the written consent of all shareholders entitled to vote thereat, or at such place as may be designated from time to time by the Board of Directors. Any meeting shall be valid wherever held if held by the written consent of all the shareholders entitled to vote thereat given either before or after the meeting and filed with the Secretary.

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ARTICLE III

OFFICERS

Section 1. The executive officers of the company shall be the President, a Vice President (or more than one Vice President), a Secretary and a Treasurer, all of whom shall be elected by the Board of Directors.

The Board of Directors may appoint such other officers as they shall deem necessary, who shall have such authority and shall perform such duties as from time to time may be prescribed by the Board of Directors or the President, and they shall be subject to the direction of the President.

Any two or more of such offices, except those of President and Secretary, may be held by the same person.

Section 2. Powers and Duties of President: The President shall preside over all meetings of the stockholders and Board of Directors. He shall have general charge of the business of the corporation and of all employees of the same; may hire, employ, and shall have general charge over all officers of the corporation, and may discharge all such officers except those directly employed by the Board of Directors; provided, however, that any or all of said duties contained in this clause may, by resolution of the Board of Directors, be vested in and carried out by a General Manager to be named and appointed by the Board of Directors. The President shall sign certificates of stock, contracts and instruments in writing executed by the Corporation (except as otherwise ordered by the Board of Directors); shall call the Directors together whenever he deems it necessary, and shall have such further powers and shall do and perform such other duties as from time to time may be assigned to him by the Board of Directors.

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Section 3. Duties of Vice President: The Vice President shall act in place of the President whenever the President is unable to act, or is absent from the city wherein is situated the corporation’s principal place of business, and shall have such other powers and shall perform such duties as may be assigned to him by the Board of Directors.

Section 4. Duties of the Treasurer: The Treasurer shall have such powers and duties as may be assigned to him by the Board of Directors.

In lieu of a Treasurer, some bank or banks may be selected as a depositary for the funds of this corporation.

Section 5. Duties of Secretary: The Secretary is the recording officer of the corporation, and as such, he shall keep a record and minutes of all meetings of the stockholders and Directors; shall countersign certificates of stock and other contracts (unless otherwise directed by the Directors), and instruments in writing made in the corporate name, and shall keep the stock records and account books; shall serve all notices required, and do and perform such other and further duties as the Board of Directors may direct, and shall in general perform all the duties incident to the office of Secretary, subject to the control of the Board of Directors.

Section 6. Duties of Assistant Secretary: The Board of Directors may appoint one Assistant Secretary, or more than one Assistant Secretary, and each Assistant Secretary shall have such powers and shall perform such duties as may be assigned to him by the Board of Directors.

Section 7. Committees: The Board of Directors may, from time to time, provide for committees, composed of Directors, which shall have those powers and duties assigned to them by the Board of Directors. The Board of Directors may also appoint a General Manager who shall have such powers and duties as may be assigned to him by the Board of Directors.

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ARTICLE IV

Section 1. The stock transfer books of this corporation may be closed for the meeting of the stockholders, and for the payment of dividends during such period as from time to time may be fixed by the Board of Directors, and during such period so designated no stock shall be transferable.

ARTICLE V

Section 1. The duties and terms of employment of officers not herein otherwise provided for shall be subject to the control of the Board of Directors, and for that purpose, they may enter into binding contracts in the corporate name.

ARTICLE VI

CAPITAL STOCK - SEAL

Section 1. The certificates for shares of capital stock of the company shall be in such form as is not inconsistent with the Articles of Incorporation, and shall be prepared and approved by the Board of Directors. The certificates shall be signed by the President, or a Vice President, and also by the Secretary or Assistant Secretary.

All certificates shall be successively numbered.

Section 2. Shares of capital stock of the company shall be transferred only in the books of the company by the holder thereof in person or by his attorney, upon surrender and cancellation of certificates for a like number of shares.

Section 3. Fractional shares of the capital stock of this corporation shall not be issued, and the Board of Directors shall have and are hreby given power to adjust with any stockholder entitled to a fractional share of his holdings of stock, by demanding him to purchase additional fractional shares to make one whole share, or by giving him in cash the value of the fractional share at par value, and cancelling said fractional share.

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Section 4. The Board of Directors shall provide a suitable seal containing the name of the company and the date of incorporation.

Section 5. In the event a certificate for capital stock of this corporation shall be lost or destroyed, the Board of Directors may order a new certificate issued, upon such guarantee by the party claiming the same as they may deem satisfactory.

ARTICLE VII

Section 1. Provisions, subjects, proceedings, rules, regulations and matters not covered or provided for by these By-Laws, shall be governed by those numerous sections of the Civil Code of the State of California which have been adopted and exist for the purpose of controlling and governing corporations, their officers, Directors, stockholders and affairs; such provisions of law shall be of the same force and effect as if herein set forth in full.

ARTICLE VIII

Section 1. Parliamentary matters, rules and regulations governing stockholders’ and Directors’ meetings, shall be under the control of the Board of Directors, and subject to their deliveration and order, unless the law otherwise provides.

ARTICLE IX

Section 1. When ordered or authorized by the Board of Directors, contracts and other instruments in writing and papers may be executed in the corporate name by any officer, agent or employee.

ARTICLE X

Section 1. The annual report, balance sheet and statement of income and profit and loss contemplated by Section 358 of the General Corporation Law of California are hereby dispensed with and waivered.

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ARTICLE XI

Section 1. These By-Laws may be amended or repealed, or new By-Laws adopted, by the unanimous vote of the entire Board of Directors of the corporation, or at an annual meeting or at any other meeting of the stockholders, called for that purpose by the Directors, by a vote representing a majority of the subscribed capital stock. The written assent of the holders of a majority of the outstanding stock is effectual to repeal or amend any By-Laws or to adopt additional By-Laws.

We, the undersigned, being the stockholders and owners of all of the capital stock subscribed for, issued and outstanding of the aforementioned corporation, and being also the incorporators and Directors named in the Articles of Incorporation of the same, do hereby assent to the foregoing By-Laws, and adopt them as the By-Laws of the said corporation, and do certify that they do now constitute the By-Laws of said corporation.

Dated: This        day of         , 1945.

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/s/ James H. Goodhew, Sr.

JAMES H. GOODHEW, SR.

/s/ Melva T. Goodhew

MELVA T. GOODHEW

/s/ James H. Goodhew, Jr.

JAMES H. GOODHEW, JR.

/s/ Ivan Lachkit

IVAN LACHKIT

KNOW ALL MEN BY THESE PRESENTS: The undersigned, being Directors and the Secretary of the corporation known as the GOODHEW AMBULANCE SERVICE, INC. do hereby certify that the above and foregoing By-Laws thereof on the         day of              1946, and that the same do now constitute the By-Laws of said Corporation.

/s/ James H. Goodhew, Sr.	/s/ James H. Goodhew, Jr.
JAMES H. GOODHEW, SR.	JAMES H. GOODHEW, JR.
/s/ Melva T. Goodhew	/s/ Ivan Lachkit
MELVA T. GOODHEW	IVAN LACHKIT
	/s/ Melva T. Goodhew
	SECRETARY

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EX-3.55

Exhibit 3.55

CERTIFICATE OF INCORPORATION

OF

AMERICAN MEDICAL RESPONSE OF TENNESSEE, INC.

1. The name of this corporation is American Medical Response of Tennessee, Inc.

2. The registered office of this corporation in the State of Delaware is located at 1013 Centre Road, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is Corporation Service Company.

3. The purpose of this corporation is to engage in any, lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

4. The total number of shares of stock that this corporation shall have authority to issue is 3,000 shares of Common Stock, $.01 par value per share. Each share of Common Stock shall be entitled to one vote.

5. The name and mailing address of the incorporator is: Joshua T. Gaines, Ropes & Gray, One International Place, Boston, Massachusetts 02110.

6. Except as otherwise provided in the provisions establishing a class of stock, the number of authorized shares of any class of stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of the corporation entitled to vote irrespective of the provisions of Section 242(b)(2) of the General Corporation Law of the State of Delaware.

7. The election of directors need not be by written ballot unless the by-laws shall so require.

8. In furtherance and not in limitation of the power conferred upon the board of directors by law, the board of directors shall have power to make, adopt, alter, amend and repeal from time to time by-laws of this corporation, subject to the right of the stockholders entitled to vote with respect thereto to alter and repeal by-laws made by the board of directors.

9. A director of this corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent that exculpation from liability is not permitted under the General Corporation Law of the State of Delaware as in effect at the time such liability is determined. No amendment or repeal of this paragraph 9 shall apply to or have any effect on the liability or alleged liability of any director of the corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

10. This corporation shall, to the maximum extent permitted from time to time under the law of the State of Delaware, indemnify and upon request advance expenses to any person

who is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit, proceeding or claim, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was or has agreed to be a director or officer of this corporation or while a director or officer is or was serving at the request of this corporation as a director, officer, partner, trustee, employee or agent of any corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against expenses (including attorney’s fees and expenses), judgments, fines, penalties and amounts paid in settlement incurred (and not otherwise recovered) in connection with the investigation, preparation to defend or defense of such action, suit, proceeding or claim; provided, however, that the foregoing shall not require this corporation to indemnify or advance expenses to any person in connection with any action, suit, proceeding, claim or counterclaim initiated by or on behalf of such person. Such indemnification shall not be exclusive of other indemnification rights arising under any by-law, agreement, vote of directors or stockholders or otherwise and shall inure to the benefit of the heirs and legal representatives of such person. Any person seeking indemnification under this paragraph 10 shall be deemed to have met the standard of conduct required for such indemnification unless the contrary shall be established. Any repeal or modification of the foregoing provisions of this paragraph 10 shall not adversely affect any right or protection of a director or officer of this corporation with respect to any acts or omissions of such director or officer occurring prior to such repeal or modification.

11. The books of this corporation may (subject to any statutory requirements) be kept outside the State of Delaware as may be designated by the board of directors or in the by-laws of this corporation.

12. If at any time this corporation shall have a class of stock registered pursuant to the provisions of the Securities Exchange Act of 1934, for so long as such class is so registered, any action by the stockholders of such class must be taken at an annual or special meeting of stockholders and may not be taken by written consent.

THE UNDERSIGNED, the sole incorporator named above, hereby certifies that the facts stated above are true as of this 6th day of June, 1996.

/s/ Joshua T. Gaines

Joshua T. Gaines

Sole Incorporator

CERTIFICATE OF CHANGE OF REGISTERED AGENT

AND

REGISTERED OFFICE

* * * * *

American Medical Response of Tennessee, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

The present registered agent of the corporation is Corporation Service Company and the present registered office of the corporation is in the county of New Castle.

The Board of Directors of American Medical Response of Tennessee, Inc. adopted the following resolution on the 1st day of September, 1996.

Resolved, that the registered office of 1013 Centre Road, Wilmington, DE 19805 in the state of Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, and the authorization of the present registered agent of this corporation be and the same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby constituted and appointed the registered agent of this corporation at the address of its registered office.

IN WITNESS WHEREOF, American Medical Response of Tennessee, Inc. has caused this statement to be signed by William George, its Vice President,* this 1st day of September, 1996.

/s/ William George

William George, Vice President

(Title)

*Any authorized officer or the chairman or Vice-Chairman of the Board of Directors may execute this certificate.

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

AND OF REGISTERED AGENT

OF

AMERICAN MEDICAL RESPONSE OF TENNESSEE, INC.

It is hereby certified that:

1.The name of the corporation (hereinafter called the “corporation”) is:

AMERICAN MEDICAL RESPONSE OF TENNESSEE, INC.

2.The registered office of the corporation within the State of Delaware is hereby changed to 2711 Centerville Road, Suite 400, City of Wilmington 19808, County of New Castle.

3.The registered agent of the corporation within the State of Delaware is hereby changed to Corporation Service Company, the business office of which is identical with the registered office of the corporation as hereby changed.

4.The corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on Feb 10, 2006

/s/ Randy Owen
Name:	Randy Owen
Title:	Chief Financial Officer & VP

EX-3.56

Exhibit 3.56

BY-LAWS

OF

THE SUBSIDIARIES OF

AMERICAN MEDICAL RESPONSE, INC.

Section 1. LAW, CERTIFICATE OF INCORPORATION

AND BY-LAWS

1.1. These by-laws are subject to the certificate of incorporation of the corporation. In these by-laws, references to law, the certificate of incorporation and by-laws mean the law, the provisions of the certificate of incorporation and the by-laws as from time to time in effect.

Section 2. STOCKHOLDERS

2.1. Annual Meeting. The annual meeting of stockholders shall be held at 10:00 am on the second Tuesday in May in each year, unless that day be a legal holiday at the place where the meeting is to be held, in which case the meeting shall be held at the same hour on the next succeeding day not a legal holiday, or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect a board of directors and transact such other business as may be required by law or these by-laws or as may properly come before the meeting.

2.2. Special Meetings. A special meeting of the stockholders may be called at any time by the chairman of the board, if any, the president or the board of directors. A special meeting of the stockholders shall be called by the secretary, or in the case of the death, absence, incapacity or refusal of the secretary, by an assistant secretary or some other officer, upon application of a majority of the directors. Any such application shall state the purpose or purposes of the proposed meeting. Any such call shall state the place, date, hour, and purposes of the meeting.

2.3. Place of Meeting. All meetings of the stockholders for the election of directors or for any other purpose shall be held at such place within or without the state of incorporation as may be determined from time to time by the chairman of the board, if any, the president or the board of directors. Any adjourned session of any meeting of the stockholders shall be held at the place designated in the vote of adjournment.

2.4. Notice of Meetings. Except as otherwise provided by law, a written notice of each meeting of stockholders stating the place, day and hour thereof and, in the case of a special meeting, the purposes for which the meeting is called, shall be given not less then ten nor more than sixty days before the meeting, to each stockholder entitled to vote thereat, and to each stockholder who, by law, by the certificate of incorporation or by these by-laws, is entitled to notice, by leaving such notice with him or at his residence or usual place of business, or by depositing it in the United States mail, postage prepaid, and addressed to such stockholder at his

address as it appears in the records of the corporation. Such notice shall be given by the secretary, or by an officer or person designated by the board of directors, or in the case of a special meeting by the officer calling the meeting. As to any adjourned session of any meeting of stockholders, notice of the adjourned meeting need not be given if the time and place thereof are announced at the meeting at which the adjournment was taken except that if the adjournment is for more than thirty days or if after the adjournment a new record date is set for the adjourned session, notice of any such adjourned session of the meeting shall be given in the manner heretofore described. No notice of any meeting of stockholders or any adjourned session thereof need be given to a stockholder if a written waiver of notice, executed before or after the meeting or such adjourned session by such stockholder, is filed with the records of the meeting or if the stockholder attends such meeting without objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the stockholders or any adjourned session thereof need be specified in any written waiver of notice.

2.5. Quorum of Stockholders. At any meeting of the stockholders a quorum as to any matter shall consist of a majority of the votes entitled to be cast on the matter, except where a larger quorum is required by law, by the certificate of incorporation or by these by-laws. Any meeting may be adjourned from time to time by a majority of the votes properly cast upon the question, whether or not a quorum is present. If a quorum is present at an original meeting, a quorum need not be present at an adjourned session of that meeting. Shares of its own stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of any corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

2.6. Action by Vote. When a quorum is present at any meeting, a plurality of the votes properly cast for election to any office shall elect to such office and a majority of the votes properly cast upon any question other than an election to an office shall decide the question, except when a larger vote is required by law, by the certificate of incorporation or by these by-laws. No ballot shall be required for any election unless requested by a stockholder present or represented at the meeting and entitled to vote in the election.

2.7. Action without Meetings. Unless otherwise provided in the certificate of incorporation, any action required or permitted to be taken by stockholders for or in connection with any corporate action may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in the state of incorporation by hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. No written consent shall be effective to take the corporate action referred to therein unless written consents signed by a number of stockholders sufficient to take such action are delivered to the corporation

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in the manner specified in this paragraph within sixty days of the earliest dated consent so delivered.

If action is taken by consent of stockholders and in accordance with the foregoing, there shall be filed with the records of the meetings of stockholders the writing or writings comprising such consent.

If action is taken by less than unanimous consent of stockholders, prompt notice of the taking of such action without a meeting shall be given to those who have not consented in writing and a certificate signed and attested to by the secretary that such notice was given shall be filed with the records of the meetings of stockholders.

In the event that the action which is consented to is such as would have required the filing of a certificate under any provision of the General Corporation Law of the State of Delaware, if such action had been voted upon by the stockholders at a meeting thereof, the certificate filed under such provision shall state, in lieu of any statement required by such provision concerning a vote of stockholders, that written consent has been given under Section 228 of said General Corporation Law and that written notice has been given as provided in such Section 228.

2.8. Proxy Representation. Every stockholder may authorize another person or persons to act for him by proxy in all matters in which a stockholder is entitled to participate, whether by waiving notice of any meeting, objecting to or voting or participating at a meeting, or expressing consent or dissent without a meeting. Every proxy must be signed by the stockholder or by his attorney-in-fact. No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally. The authorization of a proxy may but need not be limited to specified action, provided, however, that if a proxy limits its authorization to a meeting or meetings of stockholders, unless otherwise specifically provided such proxy shall entitle the holder thereof to vote at any adjourned session but shall not be valid after the final adjournment thereof.

2.9. Inspectors. The directors or the person presiding at the meeting may, and shall if required by applicable law, appoint one or more inspectors of election and any substitute inspectors to act at the meeting or any adjournment thereof. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspectors shall make a report in writing of any challenge, question or matter determined by them and execute a certificate of any fact found by them.

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2.10. List of Stockholders. The secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in his name. The stock ledger shall be the only evidence as to who are stockholders entitled to examine such list or to vote in person or by proxy at such meeting.

Section 3. BOARD OF DIRECTORS

3.1. Number. The corporation shall have one or more directors, the number shall be consistent with applicable law and shall be determined from time to time by vote of a majority of the directors then in office. No director need be a stockholder.

3.2. Tenure. Each director shall hold office until the next annual meeting and until his successor is elected and qualified, or until he sooner dies, resigns, is removed or becomes disqualified.

3.3. Powers. The business and affairs of the corporation shall be managed by or under the direction of the board of directors who shall have and may exercise all the powers of the corporation and do all such lawful acts and things as are not by law, the certificate of incorporation or these by-laws directed or required to be exercised or done by the stockholders.

3.4. Vacancies. Vacancies and any newly created directorships resulting from any increase in the number of directors may be filled by vote of the holders of the particular class or series of stock entitled to elect such director at a meeting called for the purpose, or by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, in each case elected by the particular class or series of stock entitled to elect such directors. When one or more directors shall resign from the board, effective at a future date, a majority of the directors then in office, including those who have resigned, who were elected by the particular class or series of stock entitled to elect such resigning director or directors shall have power to fill such vacancy or vacancies, the vote or action by writing thereon to take effect when such resignation or resignations shall become effective. The directors shall have and may exercise all their powers notwithstanding the existence of one or more vacancies in their number, subject to any requirements of law or of the certificate of incorporation or of these by-laws as to the number of directors required for a quorum or for any vote or other actions.

3.5. Committees. The board of directors may, by vote of a majority of the whole board, (a) designate, change the membership of or terminate the existence of any committee or committees, each committee to consist of one or more of the directors; (b) designate one or more directors as alternate members of any such committee who may replace any absent or disqualified member at any meeting of the committee; and (c) determine the extent to which each such committee shall have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation, including the power to authorize the seal of the corporation to be affixed to all papers which require it and the power and authority to declare dividends or to authorize the issuance of stock; excepting, however, such powers which by law, by the certificate of incorporation or by these by-laws they are prohibited from so delegating. In the absence or disqualification of any member of such committee and his alternate, if any, the member or members thereof present at any meeting and not

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disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Except as the board of directors may otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by the board or such rules, its business shall be conducted as nearly as may be in the same manner as is provided by these by-laws for the conduct of business by the board of directors. Each committee shall keep regular minutes of its meetings and report the same to the board of directors upon request.

3.6. Regular Meetings. Regular meetings of the board of directors may be held without call or notice at such places within or without the State of Delaware and at such times as the board may from time to time determine, provided that notice of the first regular meeting following any such determination shall be given to absent directors. A regular meeting of the directors may be held without call or notice immediately after and at the same place as the annual meeting of stockholders.

3.7. Special Meetings. Special meetings of the board of directors may be held at any time and at any place within or without the state of incorporation designated in the notice of the meeting, when called by the chairman of the board, if any, the president, or by one-third or more in number of the directors, reasonable notice thereof being given to each director by the secretary or by the chairman of the board, if any, the president or any one of the directors calling the meeting.

3.8. Notice. It shall be reasonable and sufficient notice to a director to send notice by mail or overnight courier at least forty-eight hours or by telegram at least twenty-four hours before the meeting addressed to him at his usual or last known business or residence address or to give notice to him in person or by telephone at least twenty-four hours before the meeting. Notice of a meeting need not be given to any director if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. Neither notice of a meeting nor a waiver of a notice need specify the purposes of the meeting.

3.9. Quorum. Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, at any meeting of the directors a majority of the directors then in office shall constitute a quorum; a quorum shall not in any case be less than one-third of the total number of directors constituting the whole board. Any meeting may be adjourned from time to time by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

3.10. Action by Vote. Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, when a quorum is present at any meeting the vote of a majority of the directors present shall be the act of the board of directors.

3.11. Action Without a Meeting. Any action required or permitted to be taken at any meeting of the board of directors or a committee thereof may be taken without a meeting if all the members of the board or of such committee, as the case may be, consent thereto in writing, and such writing or writings are filed with the records of the meetings of the board or of such

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committee. Such consent shall be treated for all purposes as the act of the board or of such committee, as the case may be.

3.12. Participation in Meetings by Conference Telephone. Members of the board of directors, or any committee designated by such board, may participate in a meeting of such board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other or by any other means permitted by law. Such participation shall constitute presence in person at such meeting.

3.13. Compensation. In the discretion of the board of directors, each director may be paid such fees for his services as director and be reimbursed for his reasonable expenses incurred in the performance of his duties as director as the board of directors from time to time may determine.

Nothing contained in this section shall be construed to preclude any director from serving the corporation in any other capacity and receiving reasonable compensation therefor.

3.14. Interested Directors and Officers.

(a) No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of the corporation’s directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if:

(1) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or

(2) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or

(3) The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the board of directors, a committee thereof, or the stockholders.

(b) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes the contract or transaction.

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Section 4. OFFICERS AND AGENTS

4.1. Enumeration; Qualification. The officers of the corporation shall be a president, a treasurer, a secretary and such other officers, if any, as the board of directors from time to time may in its discretion elect or appoint including without limitation a chairman of the board, one or more vice presidents and a controller. The corporation may also have such agents, if any, as the board of directors from time to time may in its discretion choose. Any officer may be but none need be a director or stockholder. Any two or more offices may be held by the same person. Any officer may be required by the board of directors to secure the faithful performance of his duties to the corporation by giving bond in such amount and with sureties or otherwise as the board of directors may determine.

4.2. Powers. Subject to law, to the certificate of incorporation and to the other provisions of these by-laws, each officer shall have, in addition to the duties and powers herein set forth, such duties and powers as are commonly incident to his office and such additional duties and powers as the board of directors may from time to time designate.

4.3. Election. The officers may be elected by the board of directors at their first meeting following the annual meeting of the stockholders or at any other time. At any time or from time to time the directors may delegate to any officer their power to elect or appoint any other officer or any agents.

4.4. Tenure. Each officer shall hold office until his respective successor is chosen and qualified unless a shorter period shall have been specified by the terms of his election or appointment, or in each case until he sooner dies, resigns, is removed or becomes disqualified. Each agent shall retain his authority at the pleasure of the directors, or the officer by whom he was appointed or by the officer who then holds agent appointive power.

4.5. Chairman of the Board of Directors, President and Vice President. The chairman of the board, if any, shall have such duties and powers as shall be designated from time to time by the board of directors. Unless the board of directors otherwise specifies, the chairman of the board, or if there is none the chief executive officer, shall preside, or designate the person who shall preside, at all meetings of the stockholders and of the board of directors.

Unless the board of directors otherwise specifies, the president shall be the chief executive officer and shall have direct charge of all business operations of the corporation and, subject to the control of the directors, shall have general charge and supervision of the business of the corporation.

Any vice presidents shall have such duties and powers as shall be set forth in these by-laws or as shall be designated from time to time by the board of directors or by the president.

4.6. Treasurer and Assistant Treasurers. Unless the board of directors otherwise specifies, the treasurer shall be in charge of the corporation’s funds and valuable papers, and shall have such other duties and powers as may be designated from time to time by the board of directors or by the president. If no controller is elected, the treasurer shall, unless the board of directors otherwise specifies, also have the duties and powers of the controller. Any assistant

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treasurers shall have such duties and powers as shall be designated from time to time by the board of directors, the president or the treasurer.

4.7. Controller and Assistant Controllers. If a controller is elected, he shall, unless the board of directors otherwise specifies, be in charge of its books of account and accounting records, and of its accounting procedures. He shall have such other duties and powers as may be designated from time to time by the board of directors, the president or the treasurer. Any assistant controller shall have such duties and powers as shall be designated from time to time by the board of directors, the president, the treasurer or the controller.

4.8. Secretary and Assistant Secretaries. The secretary shall record all proceedings of the stockholders, of the board of directors and of committees of the board of directors in a book or series of books to be kept therefor and shall file therein all actions by written consent of stockholders or directors. In the absence of the secretary from any meeting, an assistant secretary, or if there be none or he is absent, a temporary secretary chosen at the meeting, shall record the proceedings thereof. Unless a transfer agent has been appointed the secretary shall keep or cause to be kept the stock and transfer records of the corporation, which shall contain the names and record addresses of all stockholders and the number of shares registered in the name of each stockholder. He shall have such other duties and powers as may from time to time be designated by the board of directors or the president. Any assistant secretaries shall have such duties and powers as shall be designated from time to time by the board of directors, the president or the secretary.

Section 5. RESIGNATIONS AND REMOVALS

5.1. Any director or officer may resign at any time by delivering his resignation in writing to the chairman of the board, if any, the president, or the secretary or to a meeting of the board of directors. Such resignation shall be effective upon receipt unless specified to be effective at some other time, and without in either case the necessity of its being accepted unless the resignation shall so state. A director (including persons elected by stockholders or directors to fill vacancies in the board) may be removed from office with or without cause by the vote of the holders of a majority of the issued and outstanding shares of the particular class or series entitled to vote in the election of such director. The board of directors may at any time remove any officer either with or without cause. The board of directors may at any time terminate or modify the authority of any agent.

Section 6. VACANCIES

6.1. If the office of the president or the treasurer or the secretary becomes vacant, the directors may elect a successor by vote of a majority of the directors then in office. If the office of any other officer becomes vacant, any person or body empowered to elect or appoint that officer may choose a successor. Each such successor shall hold office for the unexpired term, and in the case of the president, the treasurer and the secretary until his successor is chosen and qualified or in each case until he sooner dies, resigns, is removed or becomes disqualified. Any vacancy of a directorship shall be filled as specified in Section 3.4 of these by-laws.

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Section 7. CAPITAL STOCK

7.1. Stock Certificates. Each stockholder shall be entitled to a certificate stating the number and the class and the designation of the series, if any, of the shares held by him, in such form as shall, in conformity to law, the certificate of incorporation and the by-laws, be prescribed from time to time by the board of directors. Such certificate shall be signed by the chairman or vice chairman of the board, or the president or a vice president and by the treasurer or an assistant treasurer or by the secretary or an assistant secretary. Any of or all the signatures on the certificate may be a facsimile. In case an officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the time of its issue.

7.2. Loss of Certificates. In the case of the alleged theft, loss, destruction or mutilation of a certificate of stock, a duplicate certificate may be issued in place thereof, upon such terms, including receipt of a bond sufficient to indemnify the corporation against any claim on account thereof, as the board of directors may prescribe.

Section 8. TRANSFER OF SHARES OF STOCK

8.1. Transfer on Books. Subject to the restrictions, if any, stated or noted on the stock certificate, shares of stock may be transferred on the books of the corporation by the surrender to the corporation or its transfer agent of the certificate therefor properly endorsed or accompanied by a written assignment and power of attorney properly executed, with necessary transfer stamps affixed, and with such proof of the authenticity of signature as the board of directors or the transfer agent of the corporation may reasonably require. Except as may be otherwise required by law, by the certificate of incorporation or by these by-laws, the corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to receive notice and to vote or to give any consent with respect thereto and to be held liable for such calls and assessments, if any, as may lawfully be made thereon, regardless of any transfer, pledge or other disposition of such stock until the shares have been properly transferred on the books of the corporation.

It shall be the duty of each stockholder to notify the corporation of his post office address.

8.2. Record Date. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no such record date is fixed by the board of directors, the record date for determining the stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment

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of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no such record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the state of incorporation hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. If no record date has been fixed by the board of directors and prior action by the board of directors is required by applicable law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such payment, exercise or other action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

Section 9. CORPORATE SEAL

9.1. Subject to alteration by the directors, the seal of the corporation shall consist of a flat-faced circular die with the word “Delaware” and the name of the corporation cut or engraved thereon, together with such other words, dates or images as may be approved from time to time by the directors.

Section 10. EXECUTION OF PAPERS

10.1. Except as the board of directors may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts or other obligations made, accepted or endorsed by the corporation shall be signed by the chairman of the board, if any, the president, a vice president or the treasurer.

Section 11. FISCAL YEAR

11.1. The fiscal year of the corporation shall end on the 31st of December.

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Section 12. AMENDMENTS

12.1. These by-laws may be adopted, amended or repealed by vote of a majority of the directors then in office or by vote of a majority of the stock outstanding and entitled to vote. Any by-law, whether adopted, amended or repealed by the stockholders or directors, may be amended or reinstated by the stockholders or the directors.

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EX-3.57

Exhibit 3.57

CERTIFICATE OF INCORPORATION

of

AMERICAN MEDICAL RESPONSE OF TEXAS, INC.

1. The name of this corporation is American Medical Response of Texas, Inc.

2. The registered office of this corporation in the State of Delaware is located at 1013 Centre Road, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is Corporation Service Company.

3. The purpose of this corporation is to engage in any, lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

4 The total number of shares of stock that this corporation shall have authority to issue is three thousand (3000) shares of Common Stock, $.01 par value per share. Each share of Common Stock shall be entitled to one vote.

5. The name and mailing address of the incorporator is: William George, Esq., American Medical Response, Inc., 2821 South Parker Road, Aurora, Colorado 80014.

6. Except as otherwise provided in the provisions establishing a class or series of stock, the number of authorized shares of any class of stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of the corporation entitled to vote irrespective of the provisions of Section 242(b)(2) of the General Corporation Law of the State of Delaware.

7. The election of directors need not be by written ballot unless the by-laws shall so require.

8. In furtherance and not in limitation of the power conferred upon the board of directors by law, the board of directors shall have power to make, adopt, alter, amend and repeal from time to time by-laws of this corporation, subject to the right of the stockholders entitled to vote with respect thereto to alter and repeal by-laws made by the board of directors.

9. A director of this corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent that exculpation from liability is not permitted under the General Corporation Law of the State of Delaware as in effect at the time such liability is determined. No amendment or repeal of this paragraph 9 shall apply to or have any effect on the liability or alleged liability of any director of the corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

10. This corporation shall, to the maximum extent permitted from time to time under the law of the State of Delaware, indemnify and upon request advance expenses to any person who is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit, proceeding or claim, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was or has agreed to be a director or officer of this corporation or while a director or officer is or was serving at the’ request of this corporation as a director, officer, partner, trustee, employee or agent of any corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against expenses (including attorney’s fees and expenses), judgments, fines, penalties and amounts paid in settlement incurred (and not otherwise recovered) in connection with the investigation, preparation to defend or defense of such action, suit, proceeding or claim; provided, however, that the foregoing shall not require this corporation to indemnify or advance expenses to any person in connection with any action, suit, proceeding, claim or counterclaim initiated by or on behalf of such person. Such indemnification shall not be exclusive of other indemnification rights arising under any by-law, agreement, vote of directors or stockholders or otherwise and shall inure to the benefit of the heirs and legal representatives of such person. Any person seeking indemnification under this paragraph 10 shall be deemed to have met the standard of conduct required for such indemnification unless the contrary shall be established. Any repeal or modification of the foregoing provisions of this paragraph 10 shall not adversely affect any right or protection of a director or officer of this corporation with respect to any acts or omissions of such director or officer occurring prior to such repeal or modification.

11. The books of this corporation may (subject to any statutory requirements) be kept outside the State of Delaware as may be designated by the board of directors or in the by-laws of this corporation.

12. If at any time this corporation shall have a class of stock registered pursuant to the provisions of the Securities Exchange Act of 1934, for so long as such class is so registered, any action by the stockholders of such class must be taken at an annual or special meeting of stockholders and may not be taken by written consent.

THE UNDERSIGNED, the sole incorporator named above, hereby certifies that the facts stated above are true as of this lst day of January, 1996.

/s/ William George

William George

Incorporator

CERTIFICATE OF MERGER

Gold Cross Services, Inc., a Texas Corporation

Merging With and Into

American Medical Response of Texas, Inc., a Delaware Corporation

Pursuant to Section 252 of the General Corporation Law of Delaware, American Medical Response of Texas, Inc., a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows:

FIRST: The name and state of incorporation of the constituent corporations is as follows:

American Medical Response of Texas, Inc.	Delaware
Gold Cross Service, Inc.	Texas

SECOND: An Agreement and Plan of Reorganization has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the requirements of Section 252(c) of the General Corporation Law of Delaware.

THIRD: American Medical Response of Texas, Inc., will be the surviving corporation.

FOURTH: The certificate of incorporation of American Medical Response of Texas, Inc., a Delaware Corporation, which is surviving the merger, shall be the certificate of incorporation of the surviving corporation.

FIFTH: The executed Agreement and Plan of Reorganization is on file at the office of American Medical Response of Texas, Inc., at 2821 South Parker Road, Aurora, CO 80014.

SIXTH: A copy of the Agreement and Plan of Reorganization will be furnished by the surviving corporation, on request and without cost, to any stockholder of any constituent corporation.

SEVENTH: The authorized capital stock of Gold Cross Service, Inc., a corporation organized under the laws of Texas, is 100,000 shares, with $1.00 par value.

DATED the 31st day of December, 1996.

AMERICAN MEDICAL RESPONSE OF TEXAS, INC., a Delaware corporation
By	/s/ David A. Bingaman
	David A. Bingaman, President

CERTIFICATE OF CHANGE OF REGISTERED AGENT

AND

REGISTERED OFFICE

* * * * *

American Medical Response of Texas, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

The present registered agent of the corporation is Corporation Service Company and the present registered office of the corporation is in the county of New Castle.

The Board of Directors of American Medical Response of Texas, Inc. adopted the following resolution on the 1st day of September, 1996.

Resolved, that the registered office of 1013 Centre Rd., Wilmington, DE 19805 in the state of Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, and the authorization of the present registered agent of this corporation be and the same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby constituted and appointed the registered agent of this corporation at the address of its registered office.

IN WITNESS WHEREOF, American Medical Response of Texas, Inc. has caused this statement to be signed by William George, its Vice President, this 1st day of September, 1996.

/s/ William George

William George, Vice President

(Title)

*Any authorized officer or the chairman or Vice-Chairman of the Board of Directors may execute this certificate.

(DEL. - 264 - 6/15/94)

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

AND OF REGISTERED AGENT

OF

AMERICAN MEDICAL RESPONSE OF TEXAS, INC.

It is hereby certified that:

1.The name of the corporation (hereinafter called the “corporation”) is:

AMERICAN MEDICAL RESPONSE OF TEXAS, INC.

2.The registered office of the corporation within the State of Delaware is hereby changed to 2711 Centerville Road, Suite 400, City of Wilmington 19808, County of New Castle.

3.The registered agent of the corporation within the State of Delaware is hereby changed to Corporation Service Company, the business office of which is identical with the registered office of the corporation as hereby changed.

4.The corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on March 8, 2006

/s/ Todd Zimmerman
Name:	Todd Zimmerman
Title:	Ex. Vice President

EX-3.58

Exhibit 3.58

BY-LAWS

OF

THE SUBSIDIARIES OF

AMERICAN MEDICAL RESPONSE, INC.

Section 1. LAW, CERTIFICATE OF INCORPORATION

AND BY-LAWS

1.1. These by-laws are subject to the certificate of incorporation of the corporation. In these by-laws, references to law, the certificate of incorporation and by-laws mean the law, the provisions of the certificate of incorporation and the by-laws as from time to time in effect.

Section 2. STOCKHOLDERS

2.1. Annual Meeting. The annual meeting of stockholders shall be held at 10:00 am on the second Tuesday in May in each year, unless that day be a legal holiday at the place where the meeting is to be held, in which case the meeting shall be held at the same hour on the next succeeding day not a legal holiday, or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect a board of directors and transact such other business as may be required by law or these by-laws or as may properly come before the meeting.

2.2. Special Meetings. A special meeting of the stockholders may be called at any time by the chairman of the board, if any, the president or the board of directors. A special meeting of the stockholders shall be called by the secretary, or in the case of the death, absence, incapacity or refusal of the secretary, by an assistant secretary or some other officer, upon application of a majority of the directors. Any such application shall state the purpose or purposes of the proposed meeting. Any such call shall state the place, date, hour, and purposes of the meeting.

2.3. Place of Meeting. All meetings of the stockholders for the election of directors or for any other purpose shall be held at such place within or without the state of incorporation as may be determined from time to time by the chairman of the board, if any, the president or the board of directors. Any adjourned session of any meeting of the stockholders shall be held at the place designated in the vote of adjournment.

2.4. Notice of Meetings. Except as otherwise provided by law, a written notice of each meeting of stockholders stating the place, day and hour thereof and, in the case of a special meeting, the purposes for which the meeting is called, shall be given not less then ten nor more than sixty days before the meeting, to each stockholder entitled to vote thereat, and to each stockholder who, by law, by the certificate of incorporation or by these by-laws, is entitled to notice, by leaving such notice with him or at his residence or usual place of business, or by depositing it in the United States mail, postage prepaid, and addressed to such stockholder at his

address as it appears in the records of the corporation. Such notice shall be given by the secretary, or by an officer or person designated by the board of directors, or in the case of a special meeting by the officer calling the meeting. As to any adjourned session of any meeting of stockholders, notice of the adjourned meeting need not be given if the time and place thereof are announced at the meeting at which the adjournment was taken except that if the adjournment is for more than thirty days or if after the adjournment a new record date is set for the adjourned session, notice of any such adjourned session of the meeting shall be given in the manner heretofore described. No notice of any meeting of stockholders or any adjourned session thereof need be given to a stockholder if a written waiver of notice, executed before or after the meeting or such adjourned session by such stockholder, is filed with the records of the meeting or if the stockholder attends such meeting without objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the stockholders or any adjourned session thereof need be specified in any written waiver of notice.

2.5. Quorum of Stockholders. At any meeting of the stockholders a quorum as to any matter shall consist of a majority of the votes entitled to be cast on the matter, except where a larger quorum is required by law, by the certificate of incorporation or by these by-laws. Any meeting may be adjourned from time to time by a majority of the votes properly cast upon the question, whether or not a quorum is present. If a quorum is present at an original meeting, a quorum need not be present at an adjourned session of that meeting. Shares of its own stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of any corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

2.6. Action by Vote. When a quorum is present at any meeting, a plurality of the votes properly cast for election to any office shall elect to such office and a majority of the votes properly cast upon any question other than an election to an office shall decide the question, except when a larger vote is required by law, by the certificate of incorporation or by these by-laws. No ballot shall be required for any election unless requested by a stockholder present or represented at the meeting and entitled to vote in the election.

2.7. Action without Meetings. Unless otherwise provided in the certificate of incorporation, any action required or permitted to be taken by stockholders for or in connection with any corporate action may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in the state of incorporation by hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. No written consent shall be effective to take the corporate action referred to therein unless written consents signed by a number of stockholders sufficient to take such action are delivered to the corporation

2

in the manner specified in this paragraph within sixty days of the earliest dated consent so delivered.

If action is taken by consent of stockholders and in accordance with the foregoing, there shall be filed with the records of the meetings of stockholders the writing or writings comprising such consent.

If action is taken by less than unanimous consent of stockholders, prompt notice of the taking of such action without a meeting shall be given to those who have not consented in writing and a certificate signed and attested to by the secretary that such notice was given shall be filed with the records of the meetings of stockholders.

In the event that the action which is consented to is such as would have required the filing of a certificate under any provision of the General Corporation Law of the State of Delaware, if such action had been voted upon by the stockholders at a meeting thereof, the certificate filed under such provision shall state, in lieu of any statement required by such provision concerning a vote of stockholders, that written consent has been given under Section 228 of said General Corporation Law and that written notice has been given as provided in such Section 228.

2.8. Proxy Representation. Every stockholder may authorize another person or persons to act for him by proxy in all matters in which a stockholder is entitled to participate, whether by waiving notice of any meeting, objecting to or voting or participating at a meeting, or expressing consent or dissent without a meeting. Every proxy must be signed by the stockholder or by his attorney-in-fact. No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally. The authorization of a proxy may but need not be limited to specified action, provided, however, that if a proxy limits its authorization to a meeting or meetings of stockholders, unless otherwise specifically provided such proxy shall entitle the holder thereof to vote at any adjourned session but shall not be valid after the final adjournment thereof.

2.9. Inspectors. The directors or the person presiding at the meeting may, and shall if required by applicable law, appoint one or more inspectors of election and any substitute inspectors to act at the meeting or any adjournment thereof. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspectors shall make a report in writing of any challenge, question or matter determined by them and execute a certificate of any fact found by them.

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2.10. List of Stockholders. The secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in his name. The stock ledger shall be the only evidence as to who are stockholders entitled to examine such list or to vote in person or by proxy at such meeting.

Section 3. BOARD OF DIRECTORS

3.1. Number. The corporation shall have one or more directors, the number shall be consistent with applicable law and shall be determined from time to time by vote of a majority of the directors then in office. No director need be a stockholder.

3.2. Tenure. Each director shall hold office until the next annual meeting and until his successor is elected and qualified, or until he sooner dies, resigns, is removed or becomes disqualified.

3.3. Powers. The business and affairs of the corporation shall be managed by or under the direction of the board of directors who shall have and may exercise all the powers of the corporation and do all such lawful acts and things as are not by law, the certificate of incorporation or these by-laws directed or required to be exercised or done by the stockholders.

3.4. Vacancies. Vacancies and any newly created directorships resulting from any increase in the number of directors may be filled by vote of the holders of the particular class or series of stock entitled to elect such director at a meeting called for the purpose, or by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, in each case elected by the particular class or series of stock entitled to elect such directors. When one or more directors shall resign from the board, effective at a future date, a majority of the directors then in office, including those who have resigned, who were elected by the particular class or series of stock entitled to elect such resigning director or directors shall have power to fill such vacancy or vacancies, the vote or action by writing thereon to take effect when such resignation or resignations shall become effective. The directors shall have and may exercise all their powers notwithstanding the existence of one or more vacancies in their number, subject to any requirements of law or of the certificate of incorporation or of these by-laws as to the number of directors required for a quorum or for any vote or other actions.

3.5. Committees. The board of directors may, by vote of a majority of the whole board, (a) designate, change the membership of or terminate the existence of any committee or committees, each committee to consist of one or more of the directors; (b) designate one or more directors as alternate members of any such committee who may replace any absent or disqualified member at any meeting of the committee; and (c) determine the extent to which each such committee shall have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation, including the power to authorize the seal of the corporation to be affixed to all papers which require it and the power and authority to declare dividends or to authorize the issuance of stock; excepting, however, such powers which by law, by the certificate of incorporation or by these by-laws they are prohibited from so delegating. In the absence or disqualification of any member of such committee and his alternate, if any, the member or members thereof present at any meeting and not

4

disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Except as the board of directors may otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by the board or such rules, its business shall be conducted as nearly as may be in the same manner as is provided by these by-laws for the conduct of business by the board of directors. Each committee shall keep regular minutes of its meetings and report the same to the board of directors upon request.

3.6. Regular Meetings. Regular meetings of the board of directors may be held without call or notice at such places within or without the State of Delaware and at such times as the board may from time to time determine, provided that notice of the first regular meeting following any such determination shall be given to absent directors. A regular meeting of the directors may be held without call or notice immediately after and at the same place as the annual meeting of stockholders.

3.7. Special Meetings. Special meetings of the board of directors may be held at any time and at any place within or without the state of incorporation designated in the notice of the meeting, when called by the chairman of the board, if any, the president, or by one-third or more in number of the directors, reasonable notice thereof being given to each director by the secretary or by the chairman of the board, if any, the president or any one of the directors calling the meeting.

3.8. Notice. It shall be reasonable and sufficient notice to a director to send notice by mail or overnight courier at least forty-eight hours or by telegram at least twenty-four hours before the meeting addressed to him at his usual or last known business or residence address or to give notice to him in person or by telephone at least twenty-four hours before the meeting. Notice of a meeting need not be given to any director if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. Neither notice of a meeting nor a waiver of a notice need specify the purposes of the meeting.

3.9. Quorum. Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, at any meeting of the directors a majority of the directors then in office shall constitute a quorum; a quorum shall not in any case be less than one-third of the total number of directors constituting the whole board. Any meeting may be adjourned from time to time by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

3.10. Action by Vote. Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, when a quorum is present at any meeting the vote of a majority of the directors present shall be the act of the board of directors.

3.11. Action Without a Meeting. Any action required or permitted to be taken at any meeting of the board of directors or a committee thereof may be taken without a meeting if all the members of the board or of such committee, as the case may be, consent thereto in writing, and such writing or writings are filed with the records of the meetings of the board or of such

5

committee. Such consent shall be treated for all purposes as the act of the board or of such committee, as the case may be.

3.12. Participation in Meetings by Conference Telephone. Members of the board of directors, or any committee designated by such board, may participate in a meeting of such board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other or by any other means permitted by law. Such participation shall constitute presence in person at such meeting.

3.13. Compensation. In the discretion of the board of directors, each director may be paid such fees for his services as director and be reimbursed for his reasonable expenses incurred in the performance of his duties as director as the board of directors from time to time may determine.

Nothing contained in this section shall be construed to preclude any director from serving the corporation in any other capacity and receiving reasonable compensation therefor.

3.14. Interested Directors and Officers.

(a) No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of the corporation’s directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if:

(1) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or

(2) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or

(3) The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the board of directors, a committee thereof, or the stockholders.

(b) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes the contract or transaction.

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Section 4. OFFICERS AND AGENTS

4.1. Enumeration; Qualification. The officers of the corporation shall be a president, a treasurer, a secretary and such other officers, if any, as the board of directors from time to time may in its discretion elect or appoint including without limitation a chairman of the board, one or more vice presidents and a controller. The corporation may also have such agents, if any, as the board of directors from time to time may in its discretion choose. Any officer may be but none need be a director or stockholder. Any two or more offices may be held by the same person. Any officer may be required by the board of directors to secure the faithful performance of his duties to the corporation by giving bond in such amount and with sureties or otherwise as the board of directors may determine.

4.2. Powers. Subject to law, to the certificate of incorporation and to the other provisions of these by-laws, each officer shall have, in addition to the duties and powers herein set forth, such duties and powers as are commonly incident to his office and such additional duties and powers as the board of directors may from time to time designate.

4.3. Election. The officers may be elected by the board of directors at their first meeting following the annual meeting of the stockholders or at any other time. At any time or from time to time the directors may delegate to any officer their power to elect or appoint any other officer or any agents.

4.4. Tenure. Each officer shall hold office until his respective successor is chosen and qualified unless a shorter period shall have been specified by the terms of his election or appointment, or in each case until he sooner dies, resigns, is removed or becomes disqualified. Each agent shall retain his authority at the pleasure of the directors, or the officer by whom he was appointed or by the officer who then holds agent appointive power.

4.5. Chairman of the Board of Directors, President and Vice President. The chairman of the board, if any, shall have such duties and powers as shall be designated from time to time by the board of directors. Unless the board of directors otherwise specifies, the chairman of the board, or if there is none the chief executive officer, shall preside, or designate the person who shall preside, at all meetings of the stockholders and of the board of directors.

Unless the board of directors otherwise specifies, the president shall be the chief executive officer and shall have direct charge of all business operations of the corporation and, subject to the control of the directors, shall have general charge and supervision of the business of the corporation.

Any vice presidents shall have such duties and powers as shall be set forth in these by-laws or as shall be designated from time to time by the board of directors or by the president.

4.6. Treasurer and Assistant Treasurers. Unless the board of directors otherwise specifies, the treasurer shall be in charge of the corporation’s funds and valuable papers, and shall have such other duties and powers as may be designated from time to time by the board of directors or by the president. If no controller is elected, the treasurer shall, unless the board of directors otherwise specifies, also have the duties and powers of the controller. Any assistant

7

treasurers shall have such duties and powers as shall be designated from time to time by the board of directors, the president or the treasurer.

4.7. Controller and Assistant Controllers. If a controller is elected, he shall, unless the board of directors otherwise specifies, be in charge of its books of account and accounting records, and of its accounting procedures. He shall have such other duties and powers as may be designated from time to time by the board of directors, the president or the treasurer. Any assistant controller shall have such duties and powers as shall be designated from time to time by the board of directors, the president, the treasurer or the controller.

4.8. Secretary and Assistant Secretaries. The secretary shall record all proceedings of the stockholders, of the board of directors and of committees of the board of directors in a book or series of books to be kept therefor and shall file therein all actions by written consent of stockholders or directors. In the absence of the secretary from any meeting, an assistant secretary, or if there be none or he is absent, a temporary secretary chosen at the meeting, shall record the proceedings thereof. Unless a transfer agent has been appointed the secretary shall keep or cause to be kept the stock and transfer records of the corporation, which shall contain the names and record addresses of all stockholders and the number of shares registered in the name of each stockholder. He shall have such other duties and powers as may from time to time be designated by the board of directors or the president. Any assistant secretaries shall have such duties and powers as shall be designated from time to time by the board of directors, the president or the secretary.

Section 5. RESIGNATIONS AND REMOVALS

5.1. Any director or officer may resign at any time by delivering his resignation in writing to the chairman of the board, if any, the president, or the secretary or to a meeting of the board of directors. Such resignation shall be effective upon receipt unless specified to be effective at some other time, and without in either case the necessity of its being accepted unless the resignation shall so state. A director (including persons elected by stockholders or directors to fill vacancies in the board) may be removed from office with or without cause by the vote of the holders of a majority of the issued and outstanding shares of the particular class or series entitled to vote in the election of such director. The board of directors may at any time remove any officer either with or without cause. The board of directors may at any time terminate or modify the authority of any agent.

Section 6. VACANCIES

6.1. If the office of the president or the treasurer or the secretary becomes vacant, the directors may elect a successor by vote of a majority of the directors then in office. If the office of any other officer becomes vacant, any person or body empowered to elect or appoint that officer may choose a successor. Each such successor shall hold office for the unexpired term, and in the case of the president, the treasurer and the secretary until his successor is chosen and qualified or in each case until he sooner dies, resigns, is removed or becomes disqualified. Any vacancy of a directorship shall be filled as specified in Section 3.4 of these by-laws.

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Section 7. CAPITAL STOCK

7.1. Stock Certificates. Each stockholder shall be entitled to a certificate stating the number and the class and the designation of the series, if any, of the shares held by him, in such form as shall, in conformity to law, the certificate of incorporation and the by-laws, be prescribed from time to time by the board of directors. Such certificate shall be signed by the chairman or vice chairman of the board, or the president or a vice president and by the treasurer or an assistant treasurer or by the secretary or an assistant secretary. Any of or all the signatures on the certificate may be a facsimile. In case an officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the time of its issue.

7.2. Loss of Certificates. In the case of the alleged theft, loss, destruction or mutilation of a certificate of stock, a duplicate certificate may be issued in place thereof, upon such terms, including receipt of a bond sufficient to indemnify the corporation against any claim on account thereof, as the board of directors may prescribe.

Section 8. TRANSFER OF SHARES OF STOCK

8.1. Transfer on Books. Subject to the restrictions, if any, stated or noted on the stock certificate, shares of stock may be transferred on the books of the corporation by the surrender to the corporation or its transfer agent of the certificate therefor properly endorsed or accompanied by a written assignment and power of attorney properly executed, with necessary transfer stamps affixed, and with such proof of the authenticity of signature as the board of directors or the transfer agent of the corporation may reasonably require. Except as may be otherwise required by law, by the certificate of incorporation or by these by-laws, the corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to receive notice and to vote or to give any consent with respect thereto and to be held liable for such calls and assessments, if any, as may lawfully be made thereon, regardless of any transfer, pledge or other disposition of such stock until the shares have been properly transferred on the books of the corporation.

It shall be the duty of each stockholder to notify the corporation of his post office address.

8.2. Record Date. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no such record date is fixed by the board of directors, the record date for determining the stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment

9

of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no such record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the state of incorporation hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. If no record date has been fixed by the board of directors and prior action by the board of directors is required by applicable law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such payment, exercise or other action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

Section 9. CORPORATE SEAL

9.1. Subject to alteration by the directors, the seal of the corporation shall consist of a flat-faced circular die with the word “Delaware” and the name of the corporation cut or engraved thereon, together with such other words, dates or images as may be approved from time to time by the directors.

Section 10. EXECUTION OF PAPERS

10.1. Except as the board of directors may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts or other obligations made, accepted or endorsed by the corporation shall be signed by the chairman of the board, if any, the president, a vice president or the treasurer.

Section 11. FISCAL YEAR

11.1. The fiscal year of the corporation shall end on the 31st of December.

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Section 12. AMENDMENTS

12.1. These by-laws may be adopted, amended or repealed by vote of a majority of the directors then in office or by vote of a majority of the stock outstanding and entitled to vote. Any by-law, whether adopted, amended or repealed by the stockholders or directors, may be amended or reinstated by the stockholders or the directors.

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EX-3.59

Exhibit 3.59

ARTICLES OF INCORPORATION

OF

PMI ACQUISITION CORP.

I

The name of this corporation is: PMI Acquisition Corp.

II

The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

III

The name and address in the State of California of this corporation’s initial agent for service of process is:

Corporation Service Company Which Will Do Business In California as CSC-Lawyers Incorporating Service

IV

This corporation is authorized to issue only one class of stock; and the total number of shares which this corporation is authorized to issue is:

10,000 shares of Common Stock, $.01 par value

V

The liability of the directors of the corporation for monetary damages shall be eliminated to the fullest extent permissible under California law. Any repeal or modification of this Article shall only be prospective and shall not affect the rights under this Article in effect at the time of the alleged occurrence of any action or omission to act giving rise to liability.

VI

The corporation is authorized to provide indemnification of agents (as defined in Section 317 of the California Corporations Code) for breach of duty to the corporation and its shareholders through Bylaw provisions, or through agreements with the agents or through shareholder resolutions, or otherwise, in excess of the indemnification otherwise permitted by Section 317 of the California Corporations Code, subject to the limits on such excess

indemnification set forth in Section 204 of the California Corporations Code. Any repeal or modification of this Article shall only be prospective and shall not affect the rights under this Article in effect at the time of the alleged occurrence of any action or omission to act giving rise to indemnification.

/s/ Dominic J. Puopolo

Dominic J. Puopolo

Dated: May 22, 1992

AGREEMENT OF MERGER

BETWEEN

VANGUARD AMBULANCE SERVICES

AND

PMI ACQUISITION CORP.

This Agreement of Merger is entered into between PMI Acquisition Corp., a California corporation (the “Surviving Corporation”) and Vanguard Ambulance Services, a California corporation (the “Merging Corporation”).

1. Merging Corporation shall be merged into Surviving Corporation.

2. Article I of the Articles of Incorporation of the Surviving Corporation is amended to read as follows:

The name of this corporation is: Vanguard Ambulance Services.

3. Each outstanding share of Common Stock of Merging Corporation shall be converted to cash of $3.80 per share and 1.30316 shares of Common Stock of American Medical Response, Inc., a Delaware corporation and parent of the Surviving Corporation.

4. The outstanding shares of Surviving Corporation shall remain outstanding and are not affected by the merger.

5. Merging Corporation shall from time to time, as and when requested by Surviving Corporation, execute and deliver all such documents and instruments and take all such action necessary or desirable to evidence or carry out this merger.

6. The effect of this merger and the effective date of the merger are as prescribed by law.

IN WITNESS WHEREOF the parties have executed this Agreement on August 7, 1992.

VANGUARD AMBULANCE SERVICES, a California corporation		PMI ACQUISITION CORP., a California corporation
By:	/s/ Paul T. Shirley	By:	/s/ Dominic J. Puopolo
	Paul T. Shirley		Dominic J. Puopolo
	President		President

By:	/s/ Robert J. Allen	By:	/s/ Paul M. Verrochi
	Robert Allen		Paul M. Verrochi
	Secretary		Secretary
AMERICAN MEDICAL RESPONSE, INC., a Delaware corporation
By:	/s/ Paul M. Verrochi
	Paul M. Verrochi
	President
By:	/s/ Dominic J. Puopolo
	Dominic J. Puopolo
	Treasurer

2

VANGUARD AMBULANCE SERVICES

CERTIFICATE OF APPROVAL

OF AGREEMENT OF MERGER

Paul T. Shirley and Robert Allen certify that:

1. They are the President and Secretary, respectively, of Vanguard Ambulance Services, a California corporation.

2. The Agreement of Merger in the form attached hereto was duly approved by the shareholders and the directors of the corporation.

3. The shareholder approval was by 100% of the outstanding shares of the corporation.

4. There is only one class of shares and the number of shares outstanding is 1,000,000.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this Certificate are true and correct of our own knowledge.

Dated: August 7, 1992

/s/ Paul T. Shirley

Paul T. Shirley, President

/s/ Robert Allen

Robert Allen, Secretary

PMI ACQUISITION CORP.

CERTIFICATE OF APPROVAL

OF AGREEMENT OF MERGER

Dominic J. Puopolo and Paul M. Verrochi certify that:

1. They are the President and Secretary, respectively, of PMI Acquisition Corp., a California corporation.

2. The Agreement of Merger in the form attached hereto was duly approved by the sole shareholder and the sole director of the corporation.

3. The shareholder approval was by 100% of the outstanding shares of the corporation.

4. There is only one class of shares and the number of shares outstanding is 10,000.

5. Equity securities of the corporation’s parent corporation, American Medical Response, Inc., a Delaware corporation, are to be issued in the merger described in the Agreement of Merger. The required vote of the shareholders of the parent corporation was obtained.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this Certificate are true and correct of our own knowledge.

Dated: August 7, 1992

/s/ Dominic J. Puopolo

Dominic J. Puopolo, President

/s/ Paul M. Verrochi

Paul M. Verrochi, Secretary

CERTIFICATE OF AMENDMENT

OF

ARTICLES OF INCORPORATION

OF

VANGUARD AMBULANCE SERVICES

PAUL T. SHIRLEY and ROB ALLEN, certify that:

1. They are the President and Secretary, respectively, of Vanguard Ambulance Services, a California corporation.

2. Article I. of the Articles of Incorporation of this corporation is amended to read as follows:

“The name of this corporation is American Medical Response West.”

3. The foregoing Amendment of Articles of Incorporation has been duly approved by the Board of Directors.

4. The foregoing Amendment of Articles of Incorporation has been duly approved by the required vote of shareholders in accordance with Section 902 of the Corporations Code. The Corporation has only one class of shares and the number of outstanding shares of the corporation is 10,000. The number of shares voting in favor of the amendment equaled or exceeded the vote required. The percentage vote required was more than fifty percent (50%).

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

Dated: 10/22, 1992

/s/ Paul T. Shirley

PAUL T. SHIRLEY, President

/s/ Robert Allen

ROB ALLEN, Secretary

AGREEMENT OF MERGER

OF

LIFE MEDICAL INDUSTRIES, INC.

AMR WEST BLS

SHIRLEY ENTERPRISES, INC.

DOCTORS AMBULANCE OF MODESTO, INC.

INTENSIVE CARE AMBULANCE, INC.

AND

AMERICAN MEDICAL RESPONSE WEST

AGREEMENT OF MERGER entered into on December 22, 1995 by Life Medical Industries, Inc., AMR West BLS, Shirley Enterprises, Inc., Doctors Ambulance of Modesto, Inc., Intensive Care Ambulance, Inc. and American Medical Response West as approved by the Board of Directors of each of said corporations:

1. AMR West BLS, Shirley Enterprises, Inc., Doctors Ambulance of Modesto, Inc. and Intensive Care Ambulance, Inc. which are corporations incorporated in the State of California, and Life Medical Industries, Inc., a Delaware corporation, all of which are sometimes hereinafter referred to as the “disappearing corporations,” shall be merged with and into American Medical Response West, which is a corporation incorporated in the State of California, and which is sometimes hereinafter referred to as the “surviving corporation”.

2. The separate existence of the disappearing corporations shall cease upon the effective date of the merger which shall be December 31, 1995 at 11:59 p.m. in accordance with the provisions of the General Corporation Law of the State of California.

3. The surviving corporation shall continue its existence under American Medical Response West pursuant to the provisions of the General Corporation Law of the State of California.

4. The Articles of Incorporation of the surviving corporation upon the effective date of the merger shall be the Articles of Incorporation of said surviving corporation and shall continue in full force and effect until amended and changed in the manner prescribed by the provisions of the General Corporation Law of the State of California.

5. The bylaws of the surviving corporation upon the effective date of the merger shall be the bylaws of said surviving corporation and shall continue in full force and effect until changed, altered or amended as therein provided and in the manner prescribed by the provisions of the General Corporation Law of the State of California.

6. The directors and officers in office of the surviving corporation upon the effective date of the merger shall continue to be the lumbers of the Board of Directors and the officers of the surviving corporation, all of whom shall hold their directorships and offices until the election, choice, and qualification of their respective successors or until their tenure is otherwise terminated in accordance with the bylaws of the surviving corporation.

7. All of the issued and outstanding shares of each disappearing corporation shall, upon the effective date of the merger, be converted into an equivalent number of shares of the surviving corporation as follows: (a) 100 issued and outstanding shares of Life Medical Industries, Inc. shall, upon the effective date of the merger, be converted into 100 shares of the surviving corporation; (b) 5,000 issued and outstanding shares of AMR West BLS shall, upon the effective date of the merger, be converted into 5,000 shares of the surviving corporation; (c) 10,000 issued and outstanding shares of Shirley Enterprises, Inc. shall, upon the effective date of the merger, be converted into 10,000 shares of the surviving corporation; (d) 500 issued and outstanding shares of Doctors Ambulance of Modesto, Inc. shall, upon the effective date of the merger, be converted into 500 shares of the surviving corporation; and (e) 571.1724936521072 issued and outstanding shares of Intensive Care Ambulance, Inc. shall, upon the effective date of the merger, be converted into 571.1724936521072 shares of the surviving corporation. The issued shares of the surviving corporation shall not be converted or exchanged in any manner or any consideration be paid therefor, but each said share which is issued as of the effective date of the merger shall continue to represent one issued share of the surviving corporation.

8. The Agreement of Merger herein entered into and approved shall be submitted to the shareholders entitled to vote thereon of the disappearing corporations and of the surviving corporation for their approval or rejection in the manner prescribed by the provisions of the General Corporation Law of the State of California.

9. In the event that this Agreement of Merger shall have been approved by the shareholders entitled to vote of the disappearing corporations and of the surviving corporation in the manner prescribed by the provisions of the General Corporation Law of the State of California, the disappearing corporations and the surviving corporation hereby agree that they will cause to be executed and filed and/or recorded any document or documents prescribed by the laws of the State of California, and that they will course to be performed all necessary acts therein and elsewhere to effectuate the merger.

10. The Board of Directors and the proper officers of the disappearing corporations and of the surviving corporation, respectively, are hereby authorized, empowered and directed to do any and all acts and things, and to make, execute, deliver, file and/or record any and all instruments, papers and documents which shall be or become necessary, proper or convenient to carry out or put into effect any of the provisions of this Agreement of Merger or of the merger herein provided for.

2

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

LIFE MEDICAL INDUSTRIES, INC.
By:	/s/ William George
Name: William George
Title: Vice President
By:	/s/ William George
Name:William George
Title: Assistant Secretary
AMR WEST BLS
By:	/s/ William George
Name: William George
Title: Vice President
By:	/s/ William George
Name: William George
Title: Assistant Secretary
SHIRLEY ENTERPRISES, INC.
By:	/s/ William George
Name: William George
Title: Vice President
By:	/s/ William George
Name: William George
Title: Assistant Secretary

3

DOCTORS AMBULANCE OF MODESTO, INC.
By:	/s/ William George
Name: William George
Title: Vice President
By:	/s/ William George
Name: William George
Title: Assistant Secretary
INTENSIVE CARE AMBULANCE, INC.
By:	/s/ William George
Name: William George
Title: Vice President
By:	/s/ William George
Name: William George
Title: Assistant Secretary
AMERICAN MEDICAL RESPONSE WEST
By:	/s/ William George
Name: William George
Title: Vice President
By:	/s/ William George
Name: William George
Title: Assistant Secretary

4

CERTIFICATE OF APPROVAL

OF

AGREEMENT OF MERGER

OF

AMERICAN MEDICAL RESPONSE WEST

William George states and certifies that:

1. He is the Vice President and Assistant Secretary of American Medical Response West, a California corporation.

2. The agreement of merger in the form attached was duly approved by the Board of Directors and shareholders of the corporation.

3. There is only one class of shares and the total number of outstanding shares is 10,000.

4. The shareholder percentage vote required for the aforesaid approval was 100 percent.

5. The principal terms of the merger agreement in the form attached were approved by the corporation by a vote of the number of shares which equaled or exceeded the vote required.

On the date set forth below, in the City/Town of Aurora in the State of Colorado, the undersigned does hereby declare under the penalty of perjury under the laws of the State of California that he signed the foregoing certificate in the official capacity set forth beneath his signature, and that the statements set forth in said certificate are true of his own knowledge.

Signed on December 27, 1995.

By:	/s/ William George
	William George
Title:	Vice President and Assistant Secretary

CERTIFICATE OF APPROVAL

OF

AGREEMENT OF MERGER

OF

LIFE MEDICAL INDUSTRIES, INC.

INTO

AMERICAN MEDICAL RESPONSE WEST

William George states and certifies that:

1. He is the Vice President and Assistant Secretary of Life Medical Industries, Inc., a Delaware corporation.

2. The agreement of merger in the form attached was duly approved by the Board of Directors and shareholders of the corporation.

3. There is only one class of shares and the total number of outstanding shares is 100.

4. The shareholder percentage vote required for the aforesaid approval was 100 percent.

5. The principal terms of the merger agreement in the form attached were approved by the corporation by a vote of the number of shares which equaled or exceeded the vote required.

On the date set forth below, in the City/Town of Aurora in the State of Colorado, the undersigned does hereby declare under the penalty of perjury under the laws of the State of California that he signed the foregoing certificate in the official capacity set forth beneath his signature, and that the statements set forth in said certificate are true of his own knowledge.

Signed on December 27, 1995.

By:	/s/ William George
	William George
Title:	Vice President and Assistant Secretary

CERTIFICATE OF APPROVAL

OF

AGREEMENT OF MERGER

OF

AMR WEST BLS

INTO

AMERICAN MEDICAL RESPONSE WEST

William George states and certifies that:

1. He is the Vice President and Assistant Secretary of AMR West BLS, a California corporation.

2. The agreement of merger in the form attached was duly approved by the Board of Directors and shareholders of the corporation.

3. There is only one class of shares and the total number of outstanding shares is 5,000.

4. The shareholder percentage vote required for the aforesaid approval was 100 percent.

5. The principal terms of the merger agreement in the form attached were approved by the corporation by a vote of the number of shares which equaled or exceeded the vote required.

On the date set forth below, in the City/Town of Aurora in the State of Colorado, the undersigned does hereby declare under the penalty of perjury under the laws of the State of California that he signed the foregoing certificate in the official capacity set forth beneath his signature, and that the statements set forth in said certificate are true of his own knowledge.

Signed on December 27, 1995.

By:	/s/ William George
	William George
Title:	Vice President and Assistant Secretary

CERTIFICATE OF APPROVAL

OF

AGREEMENT OF MERGER

OF

SHIRLEY ENTERPRISES, INC.

INTO

AMERICAN MEDICAL RESPONSE WEST

William George states and certifies that:

1. He is the Vice President and Assistant Secretary of Shirley Enterprises, Inc., a California corporation.

2. The agreement of merger in the form attached was duly approved by the Board of Directors and shareholders of the corporation.

3. There is only one class of shares and the total number of outstanding shares is 10,000.

4. The shareholder percentage vote required for the aforesaid approval was 100 percent.

5. The principal terms of the merger agreement in the form attached were approved by the corporation by a vote of the number of shares which equated or exceeded the vote required.

On the date set forth below, in the City/Town of Aurora in the State of Colorado, the undersigned does hereby declare under the penalty of perjury under the laws of the State of California that he signed the foregoing certificate in the official capacity set forth beneath his signature, and that the statements set forth in said certificate are true of his own knowledge.

Signed on December 27, 1995.

By:	/s/ William George
	William George
Title:	Vice President and Assistant Secretary

2

CERTIFICATE OF APPROVAL

OF

AGREEMENT OF MERGER

OF

DOCTORS AMBULANCE OF MODESTO, INC.

INTO

AMERICAN MEDICAL RESPONSE WEST

William George states and certifies that:

1. He is the Vice President and Assistant Secretary of Doctors Ambulance of Modesto, Inc., a California corporation.

2. The agreement of merger in the form attached was duly approved by the Board of Directors and shareholders of the corporation.

3. There is only one class of shares and the total number of outstanding shares is 500.

4. The shareholder percentage vote required for the aforesaid approval was 100 percent.

5. The principal terms of the merger agreement in the form attached were approved by the corporation by a vote of the number of shares which equaled or exceeded the vote required.

On the date set forth below, in the City/Town of Aurora in the State of Colorado, the undersigned does hereby declare under the penalty of perjury under the laws of the State of California that he signed the foregoing certificate in the official capacity set forth beneath his signature, and that the statements set forth in said certificate are true of his own knowledge.

Signed on December 27, 1995.

By:	/s/ William George
	William George
Title:	Vice President and Assistant Secretary

CERTIFICATE OF APPROVAL

OF

AGREEMENT OF MERGER

OF

INTENSIVE CARE AMBULANCE, INC.

INTO

AMERICAN MEDICAL RESPONSE WEST

William George states and certifies that:

1. He is the Vice President and Assistant Secretary of Intensive Care Ambulance, Inc., a California corporation.

2. The agreement of merger in the form attached was duly approved by the Board of Directors and shareholders of the corporation.

3. There is only one class of shares and the total number of outstanding shares is 571.1724936521072.

4. The shareholder percentage vote required for the aforesaid approval was 100 percent.

5. The principal terms of the merger agreement in the form attached were approved by the corporation by a vote of the number of shares which equaled or exceeded the vote required.

On the date set forth below, in the City/Town of Aurora in the State of Colorado, the undersigned does hereby declare under the penalty of perjury under the laws of the State of California that he signed the foregoing certificate in the official capacity set forth beneath his signature, and that the statements set forth in said certificate are true of his own knowledge.

Signed on December 27, 1995.

By:	/s/ William George
	William George
Title:	Vice President and Assistant Secretary

CERTIFICATE OF OWNERSHIP

Gregory Guckes and Dennis R. Bolt certify that:

1. They are the President and Secretary, respectively, of American Medical Response West, a California corporation (“AMR West”).

2. AMR West owns all the outstanding shares of Pajaro Valley Ambulance Service, Inc., a California corporation.

3. The Board of Directors of AMR West duly adopted the following resolutions by unanimous written consent on September 28, 1995:

RESOLVED:	That it is in the best interests of this Corporation to merge Pajaro Valley Ambulance Service, Inc., a California corporation (“Pajaro”) and a wholly-owned subsidiary of this Corporation, with and into this Corporation and assume all of the obligations of Pajaro pursuant to Section 1110 of the California Corporations Code.
RESOLVED:	That the form and terms of the Certificate of Ownership to be dated as of September 28, 1995, pursuant to which Pajaro is to be merged with and into this Corporation, furnished to the directors of this Corporation, are approved; and that each of the President, any Vice President and the Treasurer of this Corporation at the time in office acting singly is authorized, in the name and on behalf of this Corporation, to execute and file with the California Secretary of State a certificate of ownership in substantially the form furnished to the directors of this Corporation, with such changes as the officer so acting may by his execution approve (said certificate of ownership, as so executed and delivered, being referred to in these resolutions as the “Certificate of Ownership”), the execution and delivery of the Certificate of Ownership to be conclusive evidence that the same has been authorized and approved by the Board of Directors of this Corporation.
RESOLVED:	That the officers of this Corporation at the time in office are authorized from time to time, in the name and on behalf of this Corporation, under the corporate seal of this Corporation, if desired, to execute, acknowledge and deliver any and all such certificates, documents, instruments and papers, and to take such other action, as may be shown by his or their execution and performance thereof to be in his or their judgment necessary or desirable in connection with the consummation of the transactions contemplated by the Certificate of Ownership executed and delivered in accordance with the foregoing resolutions or by the transactions otherwise authorized by these resolutions, the taking of any such action to be conclusive evidence that the same has been authorized and approved by the Board of Directors of this Corporation.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

Date: September 28, 1995

/s/ Gregory Guckes

Gregory Guckes

/s/ Dennis R. Bolt

Dennis R. Bolt

2

CERTIFICATE OF CORRECTION

of

AGREEMENT OF MERGER

of

AMERICAN MEDICAL RESPONSE WEST

The undersigned certifies that:

1. He is the Vice President and Assistant Secretary of American Medical Response West, a California corporation (the “Surviving Corporation”).

2. The document to be corrected is the Agreement of Merger whereby Life Medical Industries, Inc., AMR West BLS, Shirley Enterprises, Inc., Doctors Ambulance of Modesto, Inc. and Intensive Care Ambulance, Inc. (collectively, the “Disappearing Corporations”) merged with and into the Surviving Corporation. Said document was filed with the Office of the Secretary of State of California on December 31, 1995.

3. Paragraph 7 of the Agreement of Merger, as corrected, shall read in its entirety as follows:

“7. All of the issued and outstanding shares of each Disappearing Corporation shall, upon the effective date of the merger, be canceled without consideration. The issued shares of the Surviving Corporation shall not be converted or exchanged in any manner or any consideration be paid therefor, but each said share which is issued as of the effective date of the merger shall continue to represent one issued share of the Surviving Corporation.”

4. The foregoing correction of the Agreement of Merger does not change any resolution duly approved by the board of directors or shareholders of the Surviving Corporation or the Disappearing Corporations.

I further declare under penalty of perjury under the laws of the State of California that the matters set forth in this Certificate are true and correct and of my own knowledge.

DATE: February 1, 1996

/s/ William George

William George

Assistant Secretary and Vice President

CERTIFICATE OF OWNERSHIP

MERGING

SANTA CRUZ AMBULANCE SERVICE INC. AND MEDEVAC, INC.

INTO

AMERICAN MEDICAL RESPONSE WEST

AMERICAN MEDICAL RESPONSE WEST, a California corporation, certifies that:

1. It owns all the outstanding stock of SANTA CRUZ AMBULANCE SERVICE INC., a California corporation and MEDEVAC, INC. a California corporation.

2. The following resolutions were adopted by Unanimous Written Consent of the Board of Directors:

WHEREAS, this corporation owns 100 percent of the outstanding stock in SANTA CRUZ AMBULANCE SERVICE INC., a California corporation, and 100 percent of the outstanding stock in MEDEVAC, INC. a California corporation; and

WHEREAS, this Board of Directors deems it to be in the best interests of this corporation and its shareholder to effect a merger of said SANTA CRUZ AMBULANCE SERVICE INC. and said MEDEVAC, INC. into this corporation; and

NOW, THEREFORE, BE IT RESOLVED, that SANTA CRUZ AMBULANCE SERVICE INC. and MEDEVAC, INC. both be merged into this corporation pursuant to Section 1110 of the California Corporations Code; and

RESOLVED FURTHER, that any two officer’s of this corporation are directed to do all acts and to execute, verify, and file all documents necessary, including a Certificate of Ownership, to effectuate the merger into this corporation, pursuant to Section 1110 of the California Corporations Code, of SANTA CRUZ AMBULANCE SERVICE INC. and MEDEVAC, INC. ; and

RESOLVED FURTHER, that this corporation hereby assumes all the liabilities of SANTA CRUZ AMBULANCE SERVICE INC. and MEDEVAC, INC.

AMERICAN MEDICAL RESPONSE WEST
By	/s/ Joshua T. Grimes
Title	Vice President
By	/s/ Gregory K. Guckes
Title	Assistant Secretary

Verification

Joshua T. Grimes and Gregory K. Guckes say:

They are the Vice President and Assistant Secretary respectively of AMERICAN MEDICAL RESPONSE WEST, a California corporation.

They have read the foregoing Certificate of Ownership and know the contents thereof.

The same is true of their own knowledge.

Executed on August 30, 1999.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this Certificate are true and correct of our own knowledge.

Dated: August 30, 1999

/s/ J. T. Grimes
Title	Vice President
/s/ Gregory K. Guckes
Title	Assistant Secretary

2

AGREEMENT OF MERGER BETWEEN

STEPHENS & POLETTI AMBULANCE, INC.,

REGIONAL AMBULANCE, INC.,

PENINSULA PARAMEDIC SERVICES, INC.

and

AMERICAN MEDICAL RESPONSE WEST

(Under Section 1101 of the General

Corporation Law of the State of California)

This Agreement of Merger is entered into between AMERICAN MEDICAL RESPONSE WEST, a California corporation (herein “Surviving Corporation”) and STEPHENS & POLETTI AMBULANCE, INC., REGIONAL AMBULANCE, INC., and PENINSULA PARAMEDIC SERVICES, INC., all being California corporations (herein “Merging Corporations”), on August 28,1999. The Surviving Corporation and the Merging Corporations agree as follows:

RECITALS

A. Merging Corporations are corporations duly organized, validly existing, and in good standing under the laws of the State of California. STEPHENS & POLETTI AMBULANCE, INC. and REGIONAL AMBULANCE, INC. are both wholly owned subsidiaries of AMERICAN MEDICAL RESPONSE, INC., a Delaware corporation; PENINSULA PARAMEDIC SERVICES, INC. is a wholly-owned subsidiary of LAIDLAW MEDICAL TRANSPORTATION, INC., a Delaware corporation qualified to do business in the State of California, which is a wholly owned subsidiary of AMERICAN MEDICAL RESPONSE, INC., a Delaware corporation; and

B. Surviving Corporation is a corporation duly organized, validly existing, and in good standing under the laws of the State of California. Surviving Corporation is a wholly owned subsidiary of AMERICAN MEDICAL RESPONSE, INC, a Delaware corporation; and

C. Surviving Corporation and Merging Corporations are brother-sister corporations, each having the ultimate common parent of AMERICAN MEDICAL RESPONSE, INC., a Delaware corporation; and

D. AMERICAN MEDICAL RESPONSE WEST is to be the surviving corporation, as that term is defined in the General Corporation Law of California, to the merger described in this agreement.

IT IS AGREED AS FOLLOWS:

1. Merger. Merging Corporation shall be merged into AMERICAN MEDICAL RESPONSE WEST under the laws of the State of California.

2. Further Assignments or Assurances. If at any time the Surviving Corporation shall consider or be advised that any further assignments or assurances in law are necessary to vest or to perfect or to confirm of record in the Surviving Corporation the title to any property or rights of Merging Corporations, or otherwise carry out the provisions hereof, the proper officers and directors of Merging Corporations, as of the effective date of the merger, shall execute and deliver all proper deeds, assignments, confirmations, and assurances in law, and do all acts proper to vest, perfect, and confirm title to such property or rights in the Surviving Corporation, and otherwise carry out the provisions hereof.

3. Basis of Converting Shares.

(a) At the effective date of the merger, each share of the common stock of the Merging Corporations (other than shares held by Merging Corporations as treasury shares) shall be converted into one (1) fully paid and non-assessable share of common stock of the Surviving Corporation.

2

(b) Any shares of the Merging Corporations, common or preferred, held by the Merging Corporations in its treasury on the effective date of the merger shall be surrendered to the Surviving Corporation for cancellation.

4. Board of Survivor. The present Board of Directors of AMERICAN MEDICAL RESPONSE WEST shall continue to serve as the Board of Directors of the Surviving Corporation until the next annual meeting or until such time as their successors have been elected and qualified.

5. Articles of Survivor. The Articles of AMERICAN MEDICAL RESPONSE WEST, as existing on the effective date of the merger, shall continue in full force as the Articles of the Surviving Corporation until altered, amended as provided therein, or as provided by law.

6. Bylaws of Survivor. The bylaws of AMERICAN MEDICAL RESPONSE WEST, as existing on the effective date of the merger, shall continue in full force as the bylaws of the Surviving Corporation until altered, amended, or repealed as provided therein or as provided by law.

7. Miscellaneous.

(a) This agreement may be executed in any number of counterparts, each of which shall be deemed an original.

(b) The validity, interpretation, and performance of this agreement shall be controlled by and construed under the laws of the State of California, the state in which this agreement is being executed.

Executed on August 30, 1999, at Aurora, Colorado.

STEPHENS & POLETTI AMBULANCE, INC.

By	/s/ J. T. Grimes
	Vice President

3

By	/s/ Gregory K. Guckes
	Assistant Secretary
REGIONAL AMBULANCE, INC.
By	/s/ J. T. Grimes
	Vice President
By	/s/ Gregory K. Guckes
	Assistant Secretary
PENINSULA PARAMEDIC SERVICES, INC.
By	/s/ J. T. Grimes
	Vice President
By	/s/ Gregory K. Guckes
	Assistant Secretary
AMERICAN MEDICAL RESPONSE WEST
By	/s/ J. T. Grimes
	Vice President
By	/s/ Gregory K. Guckes
	Assistant Secretary

4

AMERICAN MEDICAL RESPONSE WEST

CERTIFICATE OF APPROVAL

OF

AGREEMENT OF MERGER

The undersigned do hereby certify that:

1. We are the Vice President and Assistant Secretary respectively, of AMERICAN MEDICAL RESPONSE WEST, a California corporation.

2. The Agreement of Merger in the form attached hereto was duly approved by the shareholders and directors of the corporation.

3. The shareholder approval was by 100% of the outstanding shares of the corporation.

4. There is only one class of shares and the number of shares outstanding is one (1).

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this Certificate are true and correct of our own knowledge.

Dated: August 30, 1999

/s/ J. T. Grimes

Title Vice President

/s/ Gregory K. Guckes

Title Assistant Secretary

PENINSULA PARAMEDIC SERVICES, INC.

CERTIFICATE OF APPROVAL

OF

AGREEMENT OF MERGER

The undersigned do hereby certify that:

1. We are the Vice President and Assistant Secretary, respectively, of PENINSULA PARAMEDIC SERVICES, INC., a California corporation.

2. The Agreement of Merger in the form attached hereto was duly approved by the shareholders and directors of the corporation.

3. The shareholder approval was by 100% of the outstanding shares of the corporation.

4. There is only one class of shares and the number of shares outstanding is ninety (90).

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this Certificate are true and correct of our own knowledge.

Dated: August 30, 1999

/s/ J. T. Grimes

Title Vice President

/s/ Gregory K. Guckes

Title Assistant Secretary

REGIONAL AMBULANCE, INC.

CERTIFICATE OF APPROVAL

OF

AGREEMENT OF MERGER

The undersigned do hereby certify that:

1. We are the Vice President and Assistant Secretary, respectively, of REGIONAL AMBULANCE, INC., a California corporation.

2. The Agreement of Merger in the form attached hereto was duly approved by the shareholders and directors of the corporation.

3. The shareholder approval was by 100% of the outstanding shares of the corporation.

4. There is only one class of shares and the number of shares outstanding is seven thousand five hundred (7,500).

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this Certificate are true and correct of our own knowledge.

Dated: August 30, 1999

/s/ J. T. Grimes

Title Vice President

/s/ Gregory K. Guckes

Title Assistant Secretary

STEPHENS & POLETTI AMBULANCE, INC.

CERTIFICATE OF APPROVAL

OF

AGREEMENT OF MERGER

The undersigned do hereby certify, that:

1. We are the Vice President, and Assistant Secretary respectively, of STEPHENS & POLETTI AMBULANCE, INC., a California corporation,

2. The Agreement of Merger in the form attached hereto was duly approved by the shareholders and directors of the corporation.

3. The shareholder approval was by 100% of the outstanding shares of the corporation.

4. There is only one class of shares and the number of shares outstanding is twenty-eight (28).

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this Certificate are true and correct of our own knowledge.

Dated: August 30, 1999

/s/ J. T. Grimes

Title Vice President

/s/ Gregory K. Guckes

Title Assistant Secretary

CERTIFICATE OF OWNERSHIP

MERGING

STANISLAUS COUNTY EMERGENCY MEDICAL COMMUNICATIONS

INTO

AMERICAN MEDICAL RESPONSE WEST

AMERICAN MEDICAL RESPONSE WEST, a California corporation, certifies that:

1. It owns all the outstanding interest of STANISLAUS COUNTY EMERGENCY MEDICAL COMMUNICATIONS, a California corporation.

2. The following resolutions were adopted by Unanimous Written Consent of the Board of Directors:

WHEREAS, this corporation owns 100 percent of the outstanding interest in STANISLAUS COUNTY EMERGENCY MEDICAL COMMUNICATIONS ; and

WHEREAS, this Board of Directors deems it to be in the best interests of this corporation and its shareholder to effect a merger of said STANISLAUS COUNTY EMERGENCY MEDICAL COMMUNICATIONS into this corporation; and

NOW, THEREFORE, BE IT RESOLVED, that STANISLAUS COUNTY EMERGENCY MEDICAL COMMUNICATIONS be merged into this corporation pursuant to Section 1110 of the California Corporations Code; and

RESOLVED FURTHER, that any two officer’s of this corporation are directed to do all acts and to execute, verify, and file all documents necessary, including a Certificate of Ownership, to effectuate the merger into this corporation, pursuant to Section 1110 of the California Corporations Code, of STANISLAUS COUNTY EMERGENCY MEDICAL COMMUNICATIONS ; and

RESOLVED FURTHER, that this corporation hereby assumes all the liabilities of STANISLAUS COUNTY EMERGENCY MEDICAL COMMUNICATIONS.

AMERICAN MEDICAL RESPONSE WEST
By	/s/ J. T. Grimes
	Title Vice President
By	/s/ Gregory K. Guckes
	Title Assistant Secretary

Verification

Joshua T. Grimes and Gregory K. Guckes say:

They are the Vice President and Assistant Secretary respectively of AMERICAN MEDICAL RESPONSE WEST, a California corporation.

They have read the foregoing Certificate of Ownership and know the contents thereof.

The same is true of their own knowledge.

Executed on August 30, 1999.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this Certificate are true and correct of our own knowledge.

Dated: August 30, 1999

/s/ J. T. Grimes

Title Vice President

/s/ Gregory V. Guckes

Title Assistant Secretary

2

AGREEMENT OF MERGER BETWEEN

911 EMERGENCY SERVICES, INC.

and

AMERICAN MEDICAL RESPONSE WEST

(Under Section 1101 of the General

Corporation Law of the State of California)

This Agreement of Merger is entered into between AMERICAN MEDICAL RESPONSE WEST, a California corporation (herein “Surviving Corporation”) and 911 EMERGENCY SERVICES, INC., a California corporation (herein called the “Merging Corporation”).

RECITALS

A. Merging Corporation is duly organized, validly existing, and in good standing under the laws of California. Merging Corporation is a wholly owned subsidiary of AMERICAN MEDICAL RESPONSE, INC., a Delaware corporation; and

B. Surviving Corporation is a corporation duly organized, validly existing, and in good standing under the laws of California. Surviving Corporation is a wholly owned subsidiary of AMERICAN MEDICAL RESPONSE, INC., a Delaware corporation; and

C. Surviving Corporation and Merging Corporation are brother-sister corporations, each having the common parent of AMERICAN MEDICAL RESPONSE, INC., a Delaware corporation; and

D. AMERICAN MEDICAL RESPONSE WEST is to be the surviving corporation, as that term is defined in the General Corporation Law of California, to the merger described in this agreement.

IT IS AGREED AS FOLLOWS:

1. Merger. Merging Corporation shall be merged into AMERICAN MEDICAL RESPONSE WEST under the laws of the State of California and such merger shall be effective on August 31, 2002.

2. Further Assignments or Assurances. If at any time the Surviving corporation shall consider or be advised that any further assignments or assurances in law are necessary to vest or to perfect or to confirm of record in the Surviving Corporation the title to any property or rights of Merging Corporation, or otherwise carry out the provisions hereof, the proper officers and directors of Merging Corporation, as of the effective date of the merger, shall execute and deliver proper deeds, assignments, confirmations, and assurances in law, and do all acts proper to vest, perfect, and confirm title to such property or rights in the Surviving Corporation, and otherwise carry out the provisions hereof.

3.    Basis of Converting Shares.

(a) At the effective date of the merger, each share of the common stock of the Merging Corporation shall be cancelled and no shares of the Surviving Corporation or any other consideration whatsoever shall be issued or granted in exchange therefore.

(b) The outstanding shares of Surviving Corporation shall remain outstanding and are not affected by the merger.

4. Board of Survivor. The present Board of directors of AMERICAN MEDICAL. RESPONSE WEST shall continue to serve as the Board of directors of the Surviving Corporation until the next annual meeting or until such time as their successors have been elected and qualified.

5. Articles of Survivor. The Articles of AMERICAN MEDICAL RESPONSE WEST, as existing on the effective date of the merger, shall continue in full force as the Articles of the Surviving Corporation until altered, amended as provided therein, or as provided by law.

6. Bylaws of Survivor. The Bylaws of AMERICAN MEDICAL RESPONSE WEST, as existing on the effective date of the merger, shall continue in full force as the Bylaws of the surviving Corporation until altered, amended, or repealed as provided therein or as provided by law.

7. Miscellaneous.

(a) Merging Corporation shall from time to time, as and when requested by Surviving Corporation, execute and deliver all such documents and instruments and take all such action necessary or desirable to evidence or carry out this merger.

(b) The validity, interpretation and performance of this agreement shall be controlled by and construed under the laws of the State of California.

(c) The effect of the merger are as prescribed by law.

2

Executed on August 16, 2002, at Aurora, Colorado.

AMERICAN MEDICAL RESPONSE WEST
By	/s/ X
	Vice President
By	/s/ Susan G. Bailey
	Assistant Secretary
911 EMERGENCY SERVICES, INC.
By	/s/ X
	Vice President
By	/s/ Susan G. Bailey
	Assistant Secretary

3

AMERICAN MEDICAL RESPONSE WEST

CERTIFICATE OF APPROVAL

OF

AGREEMENT OF MERGER

The undersigned do hereby certify that:

1. We are the Vice President and Assistant Secretary respectively, of AMERICAN MEDICAL RESPONSE WEST, a California corporation.

2. The Agreement of Merger in the form attached hereto was duly approved by the shareholders and directors of the corporation.

3. The shareholder approval was by 100% of the outstanding shares of the corporation.

4. There is only one class of shares and the number of shares outstanding is ten thousand (10,000).

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this Certificate are true and correct of our own knowledge.

Dated: August 16, 2002

/s/ X

Title: Vice President

/s/ Susan G. Bailey

Title: Assistant Secretary

911 AMBULANCE SERVICES, INC.

CERTIFICATE OF APPROVAL

OF

AGREEMENT OF MERGER

The undersigned do hereby certify that:

1. We are the Vice President and Assistant Secretary respectively, of 911 EMERGENCY SERVICES, INC., a California corporation.

2. The Agreement of Merger in the form attached hereto was duly approved by the shareholders and directors of the corporation.

3. The shareholder approval was by 100% of the outstanding shares of the corporation.

4. There is only one class of shares and the number of shares outstanding is one hundred (100).

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this Certificate are true and correct of our own knowledge.

Dated: August 16, 2002

/s/ X

Title: Vice President

/s/ Susan G. Bailey

Title: Assistant Secretary

AGREEMENT OF MERGER

BETWEEN

GOLDEN GATE ASSOCIATES,

SAN FRANCISCO AMBULANCE SERVICE, INC.

and

AMERICAN MEDICAL RESPONSE WEST

(Under Section 1101 of the General Corporation

Law of the State of California)

This Agreement of Merger is entered into between AMERICAN MEDICAL RESPONSE WEST, a California Corporation (herein “Surviving Corporation”) and GOLDEN GATE ASSOCIATES and SAN FRANCISCO AMBULANCE SERVICE, INC., each being a California corporation (herein called the “Merging Corporations”).

RECITALS

A. Merging Corporations are each duly organized, validly existing, and in good standing under the laws of California. Merging Corporations are wholly owned subsidiaries of AMERICAN MEDICAL RESPONSE, INC., a Delaware corporation; and

B. Surviving Corporation is a corporation duly organized, validly existing, and in good standing under the laws of California. Surviving Corporation is a wholly owned subsidiary of AMERICAN MEDICAL RESPONSE, INC., a Delaware corporation; and

C. Surviving Corporation and Merging Corporations are brother-sister corporations, each having the common parent of AMERICAN MEDICAL RESPONSE, INC., a Delaware corporation; and

D. AMERICAN MEDICAL RESPONSE WEST is to be the surviving corporation, as that term is defined in the General Corporation Law of California, to the merger described in this agreement.

IT IS AGREED AS FOLLOWS:

1. Merger. Merging Corporations shall be merged into AMERICAN MEDICAL RESPONSE WEST under the laws of the State of California and such merger shall be effective December 8, 2003.

2. Further Assignments or Assurances. If at any time the Surviving Corporation shall consider or be advised that any further assignments or assurances in law are necessary to vest or to perfect or to confirm of record in the Surviving Corporation the title to any property or rights of Merging Corporations, or otherwise carry out the provisions hereof, the proper officers and directors of Merging Corporations, as of the effective date of the merger, shall execute and deliver proper deeds, assignments, confirmations, and assurances in law, and do all acts proper to vest, perfect, and confirm title to such property or rights in the Surviving Corporation, and otherwise carry out the provisions hereof.

3. Basis of Converting Shares.

(a) At the effective date of the merger, each share of the common stock of each of the Merging Corporations shall be cancelled and no shares of the Surviving Corporation or any other consideration whatsoever shall be issued or granted in exchange therefore.

(b) The outstanding shares of Surviving Corporation shall remain outstanding and are not affected by the merger.

4. Board of Survivor. The present Board of Directors of AMERICAN MEDICAL RESPONSE WEST, shall continue to serve as the Board of Directors of the Surviving Corporation until the next annual meeting or until such time as their successors have been elected and qualified.

5. Articles of Survivor. The Articles of Incorporation of AMERICAN MEDICAL RESPONSE WEST, as existing on the effective date of the merger, shall continue in full force as the Articles of Incorporation of the Surviving Corporation until altered, amended as provided therein, or as provided by law.

6. Bylaws of Survivor. The Bylaws of AMERICAN MEDICAL RESPONSE WEST, existing on the effective date of the merger, shall continue in full force as the Bylaws of the Surviving Corporation until altered, amended, or repealed as provided therein or as provided by law.

7. Miscellaneous.

(a) Merging Corporations shall from time to time, as and when requested by Surviving Corporation, execute and deliver all such documents and instruments and take all such action necessary or desirable to evidence or carry out this merger.

(b) The validity, interpretation and performance of this Agreement shall be controlled by and construed under the laws of the State of California.

(c) The effect of the merger is as prescribed by law.

Executed on December 4, 2003, in Greenwood Village, Colorado.

AMERICAN MEDICAL RESPONSE WEST
By	/s/ Randel Owen
	Vice President
By	/s/ X
	Secretary

2

GOLDEN GATE ASSOCIATES
By	/s/ Randel Owen
	Vice President
By	/s/ X
	Secretary
SAN FRANCISCO AMBULANCE SERVICE, INC.
By	/s/ Randel Owen
	Vice President
By	/s/ X
	Secretary

3

AMERICAN MEDICAL RESPONSE WEST

CERTIFICATE OF APPROVAL

OF

AGREEMENT OF MERGER

The undersigned do hereby certify that:

1. We are the Vice President and Secretary respectively, of AMERICAN MEDICAL RESPONSE WEST, a California Corporation.

2. The Agreement of Merger in the form attached hereto was duly approved by the shareholders and directors of the corporation.

3. The shareholder approval was by 100% of the outstanding shares of the corporation.

4. There is only one class of shares and the number of shares outstanding is ten thousand (10,000).

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this Certificate are true and correct of our own knowledge.

Dated: December 4, 2003

/s/ Randel Owen

Title: Vice President

/s/ X

Title: Secretary

GOLDEN GATE ASSOCIATES

CERTIFICATE OF APPROVAL

OF

AGREEMENT OF MERGER

The undersigned do hereby certify that:

1. We are the Vice President and Secretary respectively, of GOLDEN GATE ASSOCIATES, a California corporation.

2. The Agreement of Merger in the form attached hereto was duly approved by the shareholders and directors of the corporation.

3. The shareholder approval was by 100% of the outstanding shares of the corporation.

4. There is only one class of shares and the number of shares outstanding is one hundred (100).

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this Certificate are true and correct of our own knowledge.

Dated: December 4, 2003

/s/ Randel Owen

Title: Vice President

/s/ X

Title: Secretary

SAN FRANCISCO AMBULANCE SERVICE, INC.

CERTIFICATE OF APPROVAL

OF

AGREEMENT OF MERGER

The undersigned do hereby certify that:

1. We are the Vice President and Secretary of SAN FRANCISCO AMBULANCE SERVICE, INC., a California corporation.

2. The Agreement of Merger in the form attached hereto was duly approved by the shareholders and directors of the corporation.

3. The shareholder approval was 100% of the outstanding shares of the corporation.

4. There is only one class of shares and the number of shares outstanding is one hundred (100).

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this Certificate are true and correct of our own knowledge.

Dated: December 4, 2003

/s/ Randel Owen

Title: Vice President

/s/ X

Title: Secretary

EX-3.60

Exhibit 3.60

BYLAWS

OF

THE SUBSIDIARIES OF

AMERICAN MEDICAL RESPONSE, INC.

(California Version)

SHAREHOLDERS

1.PLACE OF MEETINGS. Shareholders’ meetings shall be held at the principal office for the transaction of the business of this corporation in the State of California, or at such other place as the Board of Directors shall, by resolution, appoint.

2.ANNUAL MEETINGS. The annual meeting of shareholders shall be held at 10:00 a.m. on the second Tuesday in May in each year; or at such other time as the Board of Directors may determine. At such meeting directors shall be elected, reports of the affairs of the corporation shall be considered, and any other business may be transacted which is within the powers of the shareholders. The first annual meeting of shareholders after incorporation need not be held if less than nine months have elapsed since incorporation to such meeting date.

Written notice of each annual meeting shall be mailed to each shareholder entitled to vote, addressed to such shareholders at his address appearing on the books of the corporation or given by him to the corporation for the purpose of notice. If a shareholder gives no address, notice shall be deemed to have been given if sent by mail or other means of written communication addressed to the place where the principal executive officer of the corporation is situated, or if published at least once in some newspaper of general circulation in the county in which said office is located. All such notices shall be mailed, postage prepaid, to each shareholder entitled thereto not less than ten (10) days nor more than sixty (60) days before each annual meeting. Such notices shall specify the place, the day, and the hour of such meeting the names of the nominees for election as directors if directors are to be elected at the meeting, and those matters which the Board of Directors intends to present for action by the shareholders, and shall state such other matters, if any, as may be expressly required by statute.

3.SPECIAL MEETINGS. Special meetings of the shareholders, for any purpose or purposes whatsoever, may be called at any time by the Chairman of the Board of Directors, if any, the President or any Vice President, or by the Board of Directors, or by one or more shareholders holding not less than ten (10%) of the voting power of the corporation. Except in special cases where other express provision is made by statute, notice of such special meeting shall be given in the same manner as for an annual meeting of shareholders. Said notice shall specify the general nature of the business to be transacted at the meeting. No business shall be transacted at a special meeting except as stated in the notice sent to shareholders, unless by the

unanimous consent of all shareholders entitled to vote. Upon written request to the Chairman of the Board, the President, the Secretary or any Vice President of the corporation by any person (but not the Board of Directors) entitled to call a special meeting of shareholder, the person receiving such request shall cause a notice to be given to the shareholders entitled to vote that a meeting will be held at a time requested by the person calling the meeting not less than thirty-five (35) nor more than sixty (60) days after the receipt of the request.

4.ADJOURNED MEETINGS AND NOTICE THEREOF. Any shareholders’ meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of a majority of the shares the holders of which are either present in person or represented by proxy thereat, but in the absence of a quorum no other business may be transacted at such meeting.

Notice of an adjourned meeting need not be given if (a) the meeting is adjourned for forty-five (45) days or less, (b) the time and place of the adjourned meeting are announced at the meeting at which the adjournment is taken, and (c) no new record date is fixed for the adjourned meeting. Otherwise, notice of the adjourned meeting shall be given as in the case of an original meeting.

5.VOTING. Except as provided below or as otherwise provided by the Articles of Incorporation or by law, a shareholder shall be entitled to one vote for each share held of record on the record date fixed for the determination of the shareholders entitled to vote at a meeting or, if no such date is fixed, the date determined in accordance with law. Upon the demand of any shareholder made at a meeting before the voting begins, the election of directors shall be by ballot. At every election of directors, shareholders may cumulate votes and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which the shares are entitled or distribute votes according to the same principle among as many candidates as desired; however, no shareholder shall be entitled to cumulate votes for any one or more candidates unless such candidate or candidates’ names have been place in nomination prior to the voting and at least one shareholder has given notice at the meeting prior to the voting of such shareholder’s intention to cumulate votes

6.QUORUM. A majority of the shares entitled to vote, represented in person or by proxy, constitutes a quorum for the transaction of business. No business may be transacted at a meeting in the absence of a quorum other than the adjournment of such meeting, except that if a quorum is present at the commencement of a meeting, business may be transacted until the meeting is adjourned even though the withdrawal of shareholders results in less than a quorum. If a quorum is present at a meeting, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on any matter shall be the act of the shareholders unless the vote of a larger number if required by law or the Articles of Incorporation. If a quorum is present at the commencement of a meeting but the withdrawal of shareholders results in less than quorum, the affirmative vote of the majority Of shares required to constitute a quorum shall be the act of the shareholders unless the vote of a larger number is required by law or the Articles of Incorporation. Any meeting of shareholders, whether or not a quorum is present, may be adjourned by the vote of a majority of the shares represented at the meeting.

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7.CONSENT OF ABSENTEES. The transactions of any meeting of shareholders, however called and noticed and wherever held, are as valid as though had at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy and if, either before or after the meeting, each of the persons entitled to vote who is not present at the meeting in person or by proxy signs a written waiver of notice, a consent to the holding of the meeting or on approval of the minutes of the meeting. For such purposes, a shareholder shall not be considered present at a meeting if, at the beginning of the meeting, the shareholder objects to the transaction of any business because the meeting was not properly called or convened or, with respect to the consideration of a matter required to be included in the notice for the meeting which was not so included, the shareholder expressly objects to such consideration at the meeting.

8.ACTION WITHOUT MEETING. Except as provided below or by the Articles of Incorporation, any action which may be taken at any meeting of shareholders may be taken without a meeting and without prior notice if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding shares having not less than the minimum number of votes which would be necessary to authorize or take such action at a meeting at which all shares entitled to vote on such action were present and voted. Unless the consents of all shareholders entitled to vote have been solicited in writing, the corporation shall give, to those shareholders entitled to vote who have not consented in writing, a written notice of (a) any shareholder approval obtained without a meeting pursuant to those provisions of the California Corporations Code set forth in Subsection 603(b)(1) of such Code at least ten (10) days before the consummation of the action authorized by such approval, and (b) the taking of any other action approved by shareholders without a meeting, which notice shall be given promptly after such action is taken.

9.PROXIES. A shareholder may be represented at any meeting of shareholders by a written proxy signed by the person entitled to vote or by such person’s duly authorized attorney-in-fact. A proxy must bear a date within eleven (11) months prior to the meeting, unless the proxy specifies a different length of time. A revocable proxy is revoked by a writing delivered to the Secretary of the corporation stating that the proxy is revoked or by a subsequent proxy executed by, or by attendance at the meeting and voting in person by, the person executing the proxy.

10.ELECTION INSPECTORS. One or three election inspectors may be appointed by the Board of Directors in advance of a meeting of shareholders or at the meeting by the Chairman of the meeting. If not previously chosen, one or three inspectors shall be appointed by the Chairman of the meeting if a shareholder or proxy holder so requests. When inspectors are appointed at the request of a shareholder or proxy holder, the majority of shares represented in person or by proxy shall determine whether one or three inspectors shall be chosen. The election inspectors shall determine all questions concerning the existence of a quorum and the right to vote, shall tabulate and determine the results of voting and shall do all other acts necessary or helpful to the expeditious and impartial conduct of the vote. If there are three inspectors, the decision, act or certificate of a majority of the inspectors is effective as if made by all.

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DIRECTORS

11.POWERS. Subject to limitations of the Articles of Incorporation, of the Bylaws, and of the California General Corporation Law as to action to be authorized or approved by the shareholders, and subject to the duties of directors as prescribed by the Bylaws, all corporate powers shall be exercised by or under the ultimate direction of, and the business and affairs of the corporation shall be managed by, the Board of Directors. Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the directors shall have the following powers:

(a)To select and remove all of the other officers, agents and employees of the corporation, prescribe such powers and duties for them as may not be inconsistent with law, with the Articles of Incorporation, or the Bylaws, fix their compensation and require from them security for faithful service.

(b)To conduct, manage and control the affairs and business of the corporation, and to make such rules and regulations therefor not inconsistent with law, or with the Articles of Incorporation, or the Bylaws, as they may deem best.

(c)To change the principal office for the transaction of the business of the corporation from one location to another within the same county as provided in Section 1 hereof; to fix and locate from time to time one or more subsidiary offices of the corporation within or without the State of California, as provided in Section 2 hereof; to designate any place within or without the State of California for the holding of any shareholders’ meeting or meetings; and to prescribe the forms of certificates of stock, and to alter the form of such certificates from time to time, as in their judgment they may deem best, provided such certificates shall at all times comply with the provisions of law.

(d)To authorize the issuance of shares of capital stock of the corporation from time to time, upon such terms as may be lawful.

(e)To borrow money and incur indebtedness for the purposes of the corporation, and to cause to be executed and delivered therefor, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, or other evidences of debt and securities therefor.

12.NUMBER OF DIRECTORS. The authorized number of directors of this corporation shall be one or more until changed by amendment of the Articles of Incorporation or by a Bylaw duly adopted by the shareholders amending this Section 12.

13.ELECTION, TERM OF OFFICE AND VACANCIES. At each annual meeting of shareholders, directors shall be elected to hold office until the next annual meeting. Each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which the director was elected and until a successor has been elected. The Board of Directors may declare vacant the office of a director who has been declared to be of unsound mind by court order or convicted of a felony. Vacancies on the Board of Directors not caused by removal may be filled by a majority of the directors then in office, regardless of whether they constitute a quorum, or by the sole remaining director. The shareholders may elect a director at any time to fill any vacancy not filled, or which cannot be filled, by the Board of Directors.

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14.REMOVAL. Except as described below, any or all of the directors may be removed without cause if such removal is approved by the affirmative vote of a majority of the outstanding shares entitled to vote. Unless the entire Board of Directors is so removed, no director may be removed if (a) the votes cast against removal, or not consenting in writing to such removal, would be sufficient to elect such director if voted cumulatively at an election at which the same total number of votes were cast or, if such action is taken by written consent, all shares entitled to vote were voted, and (b) the entire number of directors authorized at the time of the director’s most recent election were then being elected.

15.RESIGNATION. Any director may resign by giving written notice to the Chairman of the Board, the President, the Secretary or the Board of Directors. Such resignation shall be effective when given unless the notice specifies a later time. The resignation shall be effective regardless of whether it is accepted by the corporation.

16.COMPENSATION. If the Board of Directors so resolves, the directors, including the Chairman of the Board, shall receive compensation and expenses of attendance for meetings of the Board of Directors and of committees of the Board. Nothing herein shall preclude any director from serving the corporation in another capacity and receiving compensation for such service.

17.COMMITTEES. The Board of Directors may, by resolution adopted by a majority of the authorized number of directors, designate one or more committees, each consisting of two or more directors, to serve at the pleasure of the Board, The Board may designate one or more directors as alternate members of a committee who may replace any absent member at any meeting of the committee. To the extent permitted by resolution of the Board of Directors, a committee may exercise all of the authority of the Board to the extent permitted by Section 311 of the California Corporations Code.

18.INSPECTION OF RECORDS AND PROPERTIES. Each director may inspect all books, records, documents and physical properties of the corporation and its subsidiaries at any reasonable time. Inspections may be made either by the director or the director’s agent or attorney. The right of inspection includes the right to copy and make extracts.

19.TIME AND PLACE OF MEETINGS AND TELEPHONE MEETINGS. Immediately following each annual meeting of shareholders, the Board of Directors shall hold a regular meeting for the purposes of organizing the Board, election of officers and the transaction of other business. The Board may establish by resolution the times, if any, other regular meetings of the Board shall be held. All meetings of directors shall be held at the principal executive office of the corporation or at such other place, within or without California, as shall be designated in the notice for the meeting or in a resolution of the Board of Directors. Directors may participate in a meeting through use of conference telephone or similar communications equipment, so long as all directors participating in such meeting can hear each other.

20.CALL. Meetings of the Board of Directors, whether regular or special, may be called by the Chairman of the Board, the President, the Secretary, any Vice President or any two directors.

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21.NOTICE. Regular meetings of the Board of Directors may be held without notice if the time of such meetings has been fixed by the Board. Special meetings shall be held upon four days’ notice by mail or 24 hours’ notice delivered personally or by telephone or telegraph, and regular meeting shall be held upon similar notice if notice is required for such meetings. Neither a notice nor a waiver of notice need specify the purpose of any regular of special meeting. If a meeting is adjourned for more than 24 hours, notice of the adjourned meeting shall be given prior to the time of such meeting to the directors who were not present at the time of the adjournment.

22.MEETING WITHOUT REGULAR CALL AND NOTICE. The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, are as valid as though had at a meeting duly held after regular call and notice if a quorum is present and if, either before or after the meeting, each of the directors not present signs a written waiver of notice, a consent to holding the meeting or an approval of the minutes of the meeting. For such purposes, a director shall not be considered present at a meeting if, although in attendance at the meeting, the director protests the tack of notice prior to the meeting or at its commencement.

23.ACTION WITHOUT MEETING. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all of the members of the Board individually or collectively consent in writing to such action.

24.QUORUM AND REQUIRED VOTE. A majority of the directors then in office shall constitute a quorum for the transaction of business, provided that unless the authorized number of directors is one, the number constituting a quorum shall not be less than the greater of one-third of the authorized number of directors or two directors. Except as otherwise provided by Subsection 307(a)(8) of the California Corporations Code, the Articles of Incorporation or these Bylaws, every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the Board. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for such meeting. A majority of the directors present at a meeting, whether or not a quorum is present, may adjourn the meeting to another time and place.

25.COMMITTEE MEETINGS. The principles set forth in Sections 19 through 24 of these Bylaws shall apply to committees of the Board of Directors and to actions by such committees.

26.LOANS. Except as provided by Section 315 of the Corporations Code, the vote or written consent of the holders of a majority of the shares of all classes, regardless of limitations on voting rights, other than shares held by the benefited directors, officer or shareholder, shall be obtained before this corporation makes any loan of money or property to or guarantees the obligation of :

(a)Any director of officers of the corporation, any director of officer of any of its parents, or any director or officer of any of its subsidiary corporations, directly or indirectly.

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(b)Any person upon the security of the shares of the corporation or the shares of its parent, unless the loan or guaranty is otherwise adequately secured.

OFFICERS

27.TITLES AND RELATION TO BOARD OF DIRECTORS. The officers of the corporation shall include a President, a Secretary and a Treasurer. The Board of Directors may also choose a Chairman of the Board and one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers or other officers. Any number of offices may be held by the same person and, unless otherwise determined by the Board, the Chairman of the Board and President shall be the same person. All officers shall perform their duties and exercise their powers subject to the direction of the Board of Directors.

28.ELECTION, TERM OF OFFICE AND VACANCIES. At its regular meeting after each annual meeting of shareholders, the Board of Directors shall choose the officers of the corporation. No officer need be a member of the Board of Directors except the Chairman of the Board. The officers shall hold office until their successors are chosen, except that the Board of Directors may remove any officer at any time. If an office becomes vacant for any reason, the vacancy shall be filled by the Board.

29.RESIGNATION. Any officer may resign at any time upon written notice to the corporation without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party. Such resignation shall be effective when given unless the notice specifies a later time. The resignation shall be effective regardless of whether it is accepted by the corporation.

30.SALARIES. The Board of Directors shall fix the salaries of the Chairman of the Board and President and may fix the salaries of other employees of the corporation including the other officers. If the Board does not fix the salaries of the other officers, the president shall fix such salaries.

31.CHAIRMAN OF THE BOARD. The Chairman of the Board, if there shall be such an officer, shall, if present, preside at all meetings of the Board of Directors, and exercise and perform such other powers and duties as may be from time to time assigned to him by the Board of Directors or prescribed by the Bylaws.

32.PRESIDENT (CHIEF EXECUTIVE OFFICER). Unless otherwise determined by the Board of Directors, the President shall be the general manager and chief executive officer of the corporation, shall preside at all meetings of the Board of Directors and shareholders, shall be ex officio a member of any committees of the Board, shall effectuate orders and resolutions of the Board of Directors and shall exercise such other powers and perform such other duties as the Board of Directors shall prescribe.

33.VICE PRESIDENT. In the absence or disability of the President, the Vice President, if any, (or if more than one, the Vice Presidents in order of their rank as fixed by the Board of Directors or, if not so ranked, the Vice President designated by the Board of Directors) shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice Presidents shall have such other

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powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors or the Bylaws.

34.SECRETARY. The Secretary shall have the following powers and duties:

(a)Record of Corporate Proceedings. The Secretary shall attend all meetings of the Board of Directors and its committees and shall record all votes and the minutes of such meetings in a book to be kept for that purpose at the principal executive office of the corporation or at such other place as the Board of Directors may determine. The Secretary shall keep at the corporation’s principal executive office, if in California, or at California, the original or a copy of the Bylaws, as amended.

(b)Record of Shares. Unless a transfer agent is appointed by the Board of Directors to keep a share register, the Secretary shall keep at the principal executive office of the corporation a share register showing the names of the shareholders and their addresses, the number and class of share held by each, the number and date of certificates issued, and the number and date of cancellation of each certificate surrendered for cancellation.

(c)Notices. The Secretary shall give such notices as may be required by law or these Bylaws.

(d)Additional Powers and Duties. The Secretary shall exercise such other powers and perform such other duties as the Board of Directors or President shall prescribe.

35.TREASURER (CHIEF FINANCIAL OFFICER). Unless otherwise determined by the Board of Directors, the Treasurer shall have custody of the corporate funds and securities and shall keep adequate and correct accounts of the corporation’s properties and business transactions. The Treasurer shall disburse such funds of the corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, shall render to the President and directors, at regular meetings of the Board of Directors or whenever the Board may require, an account of all transactions and the financial condition of the corporation and shall exercise such other powers and perform such other duties as the Board of Directors or President shall prescribe.

36.OTHER OFFICERS. The other officers (if any) of this corporation shall perform such duties as may be assigned to them by the Board of Directors.

SHARES

37.CERTIFICATES. A certificate or certificates for shares of the capital stock of the corporation shall be issued to each shareholder when any such shares are fully paid up. All such certificates shall be signed by the Chairman of the Board, the President or a Vice President and the Secretary of Assistant Secretary.

38.TRANSFERS OF SHARES OF CAPITAL STOCK. Transfers of shares shall be made only upon the transfer books of this corporation, kept at the office of the corporation or transfer agent designated to transfer such shares, and before a new certificate is issued, the old certificate shall be surrendered for cancellation.

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39.REGISTERED SHAREHOLDERS. Registered shareholders only shall be entitled to be treated by the corporation as the holders in fact of the shares standing in their respective names and the corporation shall not be bound to recognize any equitable or other claim to or interest in any share on the part of any other person, whether or not it shall have express or other notice hereof, except as expressly provided by the laws of California.

40.LOST OR DESTROYED CERTIFICATES. The corporation may cause a new stock certificate to be issued in place of any certificate previously issued by the corporation alleged to have been lost, stolen or destroyed. The corporation may, at its discretion and as a condition precedent to such issuance, require the owner of such certificate to deliver an affidavit stating that such certificate was lost, stolen or destroyed, or to give the corporation a bond or other security sufficient to indemnify it against any claim that may be made against it, including any expense or liability, on account of the alleged loss, theft or destruction or the issuance of a new certificate.

41.RECORD DATE AND CLOSING OF STOCK BOOKS. The Board of Directors may fix a time, in the future, not more than sixty (60) nor less than ten (10) days prior to the date of any meeting of shareholders, or nor more than (60) days prior to the date fixed for the payment of any dividend or distribution, or for the allotment of rights, or when any change or conversion or exchange of shares shall go into effect, as a record date for determination of the shareholders entitled to notice of and to vote at any such meeting, or entitled to receive any such dividend or distribution, or any such allotment of rights, or to exercise the rights in respect to any such change, conversion, or exchange of shares, and in such case except as provided by law, only shareholders of record on the date so fixed shall be entitled to notice of and to vote at such meeting or to receive such dividend, distribution, or allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after any record date fixed as aforesaid. A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting unless the Board of Directors fixes a new record date. The Board of Directors shall fix a new record date if the adjourned meeting takes place more than 45 days from the date set for the original meeting.

42.TRANSFER AGENTS AND REGISTRARS. The Board of Directors may appoint one or more transfer agents or transfer clerks, and one or more registrars, who shall be appointed at such times and places as the requirements of the corporation may necessitate and the Board of Directors may designate.

AMENDMENTS

43.ADOPTION OF AMENDMENTS. New Bylaws may be adopted or these Bylaws may be amended or repealed:

(a)at any annual meeting, or other meeting of the shareholders called for that purpose, by the vote of shareholders holding more than fifty percent (50%) of the issued and outstanding shares of the corporation; or

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(b)without a meeting, by written consent of shareholders holding more than fifty percent (50%) of the issued and outstanding shares of the corporation; or

(c)by a majority of the directors of the corporation; provided; however, that a greater vote of shareholders of directors shall be necessary if required by law or by the Articles of Incorporation.

44.RECORD OF AMENDMENTS. Whenever an amendment or new Bylaw is adopted, it shall be copied in the Book of Bylaws with the original Bylaws, in the appropriate place.

CORPORATE SEAL

45.FORM OF SEAL. The corporation may adopt and use a corporate seal but shall not be required to do so. If adopted and used, the corporate seal shall be circular in form, and shall have inscribed thereon the name of the corporation, the date of its incorporation and the word “California”.

MISCELLANEOUS

46.CHECKS, DRAFTS, ETC. All checks, drafts, or other orders for payment of money, notes, or other evidences of indebtedness, issued in the name of or payable to the corporation, shall be signed or endorsed by such person or persons and in such manner as, from time to time shall be determined by resolution of the Board of Directors,

47.CONTRACT, ETC., HOW EXECUTED. The Board of Directors, except as otherwise provided in these Bylaws, may authorize any officer or officers, or agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances; and unless so authorized by the Board of Directors, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

48.REPRESENTATION OF SHARES OF OTHER CORPORATION. The Chairman of the Board, the President or any Vice President and the Secretary or Assistant Secretary of this corporation are authorized to vote, represent, and exercise on behalf of this corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of this corporation. The authority herein granted to said officers to vote or represent on behalf of this corporation by an all shares held by this corporation in any other corporation or corporations may be exercised either by such officers in person or by any other person authorized so to do by proxy or power of attorney duly executed by said officers.

49.INSPECTION OF BYLAWS. The corporation shall keep in its principal office for the transaction of business the original or a copy of these Bylaws as amended or otherwise altered to date, certified by the Secretary, which shall be open to inspection by the shareholders at all reasonable times during office hours.

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50.ANNUAL REPORT. The annual report to shareholders specified in Section 1501 of the California Corporations Code is dispensed with except as the Board of Directors may otherwise determine, so long as there are less than 100 holders of record of the corporation’s shares. Any such annual report sent to shareholders shall be sent at least 15 days prior to the next annual meeting of shareholders.

51.CONSTRUCTION AND DEFINITIONS. Unless the context otherwise requires, the general provisions, rules and construction, and definitions contained in the California General Corporation Law shall govern the construction of these Bylaws. Without limiting the generality of the foregoing, the masculine gender includes the feminine and neuter, the singular number includes the plural and the plural number includes the singular, and the term “person” includes a corporation as well as a natural person.

52.INDEMNIFICATION.

(a)Definitions. For the purposes hereof “agent” includes any person who is or was a director, officer, employee, or other agent of the corporation, or is or was servicing at the request of the corporation as a director, officer, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, or was a director, officer, employee or agent of a foreign or domestic corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation; “proceeding” includes any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative or investigative; and “expenses” includes, without limitation, attorneys’ fees and any expenses of establishing a right of indemnification under subsection (d) or subsection (e)(i) of this Section 52.

(b)Indemnification in Actions by Third Parties. The corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the corporation to procure a judgment in its favor) by reason of the fact that such person is or was an agent of the corporation, against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with such proceeding if such person acted in good faith and in a manner such person reasonably believed to be in the best interests of the corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful. The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in the best interests of the corporation or that the person had reasonable cause to believe that the person’s conduct was unlawful.

(c)Indemnification in Actions by or in the Right of the Corporation. The corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was an agent of the corporation, against expenses actually and reasonably incurred by such person in connection with the defense or settlement of such action if such person acted in good faith, in a

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manner such person believed to be in the best interests of the corporation and its shareholders. No indemnification shall be made under this subsection (c):

(i)In respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable to the corporation in the performance of such person’s duty to the corporation and its shareholders, unless and only to the extent that the court in which such action was brought shall determine upon application that, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnify for the expenses and then only to the extent that the court shall determine;

(ii)Of amounts paid in settling or otherwise disposing of a pending action, without court approval; or

(iii)Of expenses incurred in defending a pending action which is settled or otherwise disposed of without court approval.

(d)Indemnification Against Expenses. To the extent that an agent of the corporation has been successful on the merits in defense of any proceeding referred to in subsection (b) or (c) of this Section 52 or in defense of any claim, issue or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith.

(e)Required Determinations. Except as provided in subsection (d) of this Section 52, any indemnification under this Section 52 shall be made by the corporation only if authorized in the specific case, upon a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in subsections (b) or (c) of this Section 52 by any of the following:

(i)A majority vote of a quorum consisting of Directors who are not parties to such proceeding;

(ii)If such quorum of Directors is not obtainable, by independent legal counsel in a written opinion;

(iii)Approval of the shareholders, with the shares owned by the person to be indemnified not being entitled to vote thereon; or

(iv)The court in which such proceeding is or was pending upon application made by the corporation or the agent or the attorney or other person rendering services in connection with the defense, whether or not such application by the agent, attorney, or other person is opposed by the corporation.

(f)Advance of Expenses. Expenses incurred in defending any proceeding may be advanced by the corporation prior to the final disposition of such proceeding upon receipt of an undertaking by or on behalf of the agent to repay such amount unless it shall be determined ultimately that the agent is entitled to be indemnified as authorized in this Section 52.

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(g)Other Indemnification. The indemnification provided by this Section 52 shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any other Bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office, to the extent such additional rights to indemnification are authorized in the Articles of the corporation. The rights to indemnify hereunder shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of the person. Nothing contained in this Section 52 shall affect any right indemnification to which persons other than such directors and officers may be entitled by contract or otherwise.

(h)Forms of Indemnification Not Permitted. No indemnification or advance shall be made under this Section 52 except as provided in Section (d) or Section (e)(iv) in any circumstance where it appears:

(i)That it would be inconsistent with a provision of the Articles, these Bylaws, a resolution of the shareholders or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or

(ii)That it would be inconsistent with any condition expressly imposed by a court in approving a settlement.

(i)Insurance. The corporation shall have power to purchase and maintain insurance on behalf of any agent of the corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such whether or not the corporation would have the power to indemnify the agent against such liability under the provisions of this Section 52. The fact that this corporation owns or might own all or a portion of the shares of the company issuing a policy of insurance shall not render this subdivision inapplicable if either of the following conditions are satisfied: (1) if authorized in the Articles of this corporation, any policy issued is limited to the extent provided by subdivision (d) of Section 204 of the California Corporations Code; or (2)(A) the company issuing the insurance policy is organized, licensed, and operated in a manner that complies with the insurance laws and regulations applicable to its jurisdiction or organization, (B) the company issuing the policy provides procedures for processing claims that do not permit that company to be subject to the direct control of the corporation that purchased that policy, and (C) the policy issued provides for some manner of risk sharing between the issuer and purchaser of the policy, on one hand, and some unaffiliated person or persons, on the other, such as by providing for more than one unaffiliated owner of the company issuing the policy or by providing that a portion of the coverage furnished will be obtained from some unaffiliated insurer or reinsurer.

(j)Nonapplicablity to Fiduciaries of Employee Benefit Plans. This Section 52 does not apply to any proceeding against any trustee, investment manager, or other fiduciary of an employee benefit plan in such person’s capacity as such, even though such person may also be an agent of the corporation as defined in subsection (a) of this Section 52. The corporation shall have power to indemnify such trustee, investment manger or other fiduciary to the extent permitted by subdivision (f) of Section 207 of the California Corporations Code.

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(k)Further Indemnification. Notwithstanding the provisions contained in Section 52(b) through (f) above, the corporation, at its option, may indemnify one or more agents of the corporation to the extent provided herein, or to such lesser extent as provided by the corporation.

(i)To the extent provided herein, the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any proceeding by reason of the fact that such person is or was an agent of the corporation, for his or her expenses, judgments, fines, settlements and other amounts actually incurred in connection with such proceeding. Provided, however, that no indemnification of any agent (whether a director or not) shall be made for any acts or omissions or transactions from which a director would not be permitted to be relieved of liability as set forth in the exception of Subdivision (10) of Section 204(a) of the Corporations Code, or as to circumstances in which indemnity is expressly prohibited by Section 317 of the Corporations Code.

(ii)Expenses incurred in defending any proceeding shall be advanced by the corporation, including prior to the final disposition of the proceeding.

(iii)All rights of the agent and all obligations of the corporation contained herein shall continue during the period the agent is an agent and shall continue thereafter so long as the agent shall be subject to any possible proceeding by reason of the fact that the agent was an agent of the corporation. The right to indemnification conferred herein is intended to create a contractual obligation of the corporation which cannot be modified except with respect to proceedings accruing subsequent to any modification.

(iv)Promptly after receipt by the agent of notice of the commencement of any proceeding, the agent will, if a claim in respect thereof is to be made against the corporation hereunder, notify the corporation of the commencement thereof; but the omission so to notify the corporation will not relieve the corporation from any liability which it may have to the agent otherwise than under this provision. With respect to any such proceeding as to which the agent notifies the corporation as to the commencement thereof:

(A)The corporation will be entitled to participate therein at its own expense; and

(B)Except as otherwise provided below, to the extent that it may wish, the corporation jointly with any other indemnifying parties similarly notified will be entitled to assume the defense thereof with counsel reasonably satisfactory to the agent. After notice from the corporation to the agent of its election so to assume the defense thereof, the corporation will not be liable to the agent hereunder for any legal or other expenses subsequently incurred by the agent in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. The agent shall have the right to employ its own counsel in such proceeding but the fees and expenses of such counsel incurred after notice from the corporation of its assumption of the defense thereof shall be at the expense of the agent unless;

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(1)the employment of counsel by the agent has been authorized by the corporation;

(2)the agent shall have reasonably concluded that there may be a conflict of interest between the corporation and the agent in the conduct of the defense of such proceeding, or

(3)within a reasonable time after notice by the agent to the corporation, the corporation shall not in fact have employed counsel to assume the defense of such proceeding; in each of which cases the fees and expenses of counsel for the agent shall be at the expense of the corporation. The corporation shall not be entitled to assume the defense of any proceeding brought by or on behalf of the corporation or as to which the director shall have made the conclusion provided for in (2) above,

(C)The corporation shall not be liable to indemnify the agent hereunder for any amounts paid in settlement of any action or claim effected without its written consent. The corporation shall not settle any action or claim in any manner which would impose any penalty or limitation on the agent without the agent’s written consent. Neither the corporation nor the agent will unreasonably withhold its consent to any proposed settlement.

(v)The agent agrees that the agent will reimburse the corporation for all reasonable expenses paid by the corporation in defending any proceeding against the agent in the event and only to the extent that shall be ultimately determined that the agent is not entitled to be indemnified by the corporation for such expenses under the laws of California, the Articles of Incorporation, these Bylaws or otherwise.

(vi)If a claim for indemnification under this provision is not paid in full by the corporation within 30 days after a written claim has been received by the corporation, the agent so entitled may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall also be entitled to be paid the expense of prosecuting such claim. If shall be a defense of the corporation to any such action (other than an action brought to enforce a claim for advancement of expenses incurred in defending any proceeding in advance of its final disposition) that the agent has not met the standards of conduct which make it permissible under the laws of California, the Articles of Incorporation, these Bylaws or otherwise, to indemnify the agent for the amount claimed, but the burden of proving such defense shall be on the corporation. Neither the failure of the corporation to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct nor an actual determination by the corporation that the claimant has not met such applicable standard of conduct shall be a defense to the action for advancement of expenses prior to final disposition or create a presumption that such claimant has not met the applicable standard of conduct.

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EX-3.61

Exhibit 3.61

CERTIFICATE OF INCORPORATION
of
AMERICAN MEDICAL RESPONSE, INC.

ARTICLE I

The name of this corporation is American Medical Response, Inc.

ARTICLE II

The registered office of this corporation in the State of Delaware is located at 1013 Centre Road, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is Corporation Service Company.

ARTICLE III

The purpose of this corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

ARTICLE IV

The total number of shares that the corporation shall have authority to issue is 25,000,000 shares of Common Stock, $.01 par value per share, and 500,000 shares of Preferred Stock, $.01 par value per share. Subject to the limitations prescribed by law and the provisions of this certificate of incorporation, the board of directors of the corporation is authorized to issue the Preferred Stock from time to time in one or more series, each of such series to have such voting powers, full or limited, or no voting powers, and such designations, preferences and relative, participating, optional or other special rights, and such qualifications, limitations or restrictions thereof, as shall be determined by the board of directors in a resolution or resolutions providing for the issue of such Preferred Stock. Subject to the powers, preferences and rights of any Preferred Stock, including any aeries thereof, having any preference or priority over, or rights superior to, the Common Stock and except as otherwise provided by law, the holders of the Common Stock shall have and possess all powers and voting and other rights pertaining to the stock of this corporation and each share of Common Stack shall be entitled to one vote.

ARTICLE V

The name and mailing address of the incorporator is: Dominic J. Puopolo, 67 Batterymarch Street, Boston, MA 02110.

ARTICLE VI

Except as provided to the contrary in the provisions establishing a class or series of stock, the amount of the authorized stock of this corporation of any class or classes may be increased or decreased by the affirmative vote of the holders of a majority of the stock of this corporation entitled to vote.

ARTICLE VII

The election of directors need not be by ballot unless the by-laws shall so require.

ARTICLE VIII

In furtherance and not in limitation of the power conferred upon the board of directors by law, the board of directors shall have power to make, adopt, alter, amend and repeal from time to time by-laws of this corporation, subject to the right of the stockholders entitled to vote with respect thereto to alter and repeal by-laws made by the board of directors.

ARTICLE IX

A director of this corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent that exculpation from liability is not permitted under the General Corporation Law of the State of Delaware as in effect at the time such liability is determined. No amendment or repeal of this Article IX shall apply to or have any effect on the liability or alleged liability of any director of the corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

ARTICLE X

This corporation shall, to the maximum extent permitted from time to time under the law of the State of Delaware, indemnify and upon request shall advance expenses to any person who is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit, proceeding or claim, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was or has agreed to be a director or officer of this corporation or while a director or officer is or was serving at the request of this corporation as a director, officer, partner, trustee, employee or agent of any corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against expenses (including attorney’s fees and expenses), judgments, fines, penalties and amounts paid in settlement incurred in connection with the investigation, preparation to defend or defense of such action, suit, proceeding or claim; provided, however, that the foregoing shall not require this corporation to indemnify or advance expenses to any person in connection with any action, suit, proceeding, claim or counterclaim initiated by or on behalf of such person. Such indemnification shall not be exclusive of other indemnification rights arising under any by-law, agreement, vote of directors or stockholders or otherwise and shall inure to the benefit of the heirs and legal representatives of such person. Any person seeking indemnification under this paragraph 10 shall be deemed to have met the standard of conduct required for such indemnification unless the contrary shall be established. Any repeal or modification of the foregoing provisions of this paragraph 10 shall not adversely affect any right or protection of a director or officer of this corporation with respect to any acts or omissions of such director or officer occurring prior to such repeal or modification.

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ARTICLE XI

The books of this corporation may (subject to any statutory requirements) be kept outside the State of Delaware as may be designated by the board of directors or in the by-laws of this corporation.

ARTICLE XII

If at any time this corporation shall have a class of stock registered pursuant to the provisions of the Securities Exchange Act of 1934, for so long as such class is so registered, any action by the stockholders of such class must be taken at an annual or special meeting of stockholders and may not be taken by written consent.

ARTICLE XIII

The Board of Directors of the Corporation, when evaluating any offer of another party (a) to make a tender or exchange offer for any equity security of the Corporation or (b) to effect a Business Combination, as defined in Section 203 of The Delaware General Corporation Law, shall, in connection with the exercise of its judgment in determining what is in the best interests of the Corporation as a whole, be authorized to give due consideration to any such factors as the Board of Directors determines to be relevant, including, without limitation:

(i)            the interests of the Corporation’s stockholders;

(ii)           whether the proposed transaction might violate federal or state laws;

(iii)          not only the consideration being offered in the proposed transaction, in relation to the then current market price for the outstanding capital stock of the Corporation, but also to the market price for the capital stock of the Corporation over a period of years, the estimated price that might be achieved in a negotiated sale of the Corporation as a whole or in part or through orderly liquidation, the premiums over market price for the securities of other corporations in similar transactions, current political, economic and other factors bearing on securities prices and the Corporation’s financial condition and future prospects; and

(iv)          the social, legal and economic effects upon employees, suppliers, customers and others having similar relationships with the Corporation, and the communities in which the Corporation conducts its business.

In connection with any such evaluation, the Board of Directors is authorized to conduct such investigations and to engage in such legal proceedings as the Board of Directors may determine.

ARTICLE XIV

Notwithstanding any other provisions of this Certificate of Incorporation or the By-laws (and notwithstanding the fact that a lesser percentage may be specified by law, this Certificate of Incorporation or the By-laws of the Corporation), at any time a shareholder vote is required under Subchapters IX or X of The Delaware General Corporation Law, such vote shall be by the

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affirmative vote of two-thirds of the total number of votes of the then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors.

ARTICLE XV

Notwithstanding any other provisions of this certificate of Incorporation or the By-laws (and notwithstanding the fact that a lesser percentage may be specified by law, this Certificate of Incorporation or the By-Laws of the Corporation), the affirmative vote of two-thirds of the total number of votes of the then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors shall be required to amend or repeal, or to adopt any provision inconsistent with the purpose or intent of, Article XIV or this Article XV of this Certificate of Incorporation.

THE UNDERSIGNED, the sole incorporator named above, hereby certifies that the facts stated above are true as of this 2nd day of June, 1992.

/s/ Dominic J. Puopolo

Dominic J. Puopolo

Sole Incorporator

4

CERTIFICATE OF OWNERSHIP AND MERGER

OF

AMERICAN MEDICAL RESPONSE, INC.

(a Massachusetts corporation)

INTO

AMERICAN MEDICAL RESPONSE, INC.

(a Delaware corporation)

(Under Section 253 of the General Corporation Law of the State of Delaware)

American Medical Response, Inc. a Massachusetts corporation (“Parent”) hereby certifies that:

1.American Medical Response, Inc., a Delaware corporation (“Subsidiary”) was organized pursuant to the provisions of the General Corporation Law of the State of Delaware, on the 2nd of June, 1992.

2.100% of the outstanding shares of capital stock of subsidiary is owned by Parent.

3.The Agreement and Plan of Merger, dated as of June 5, 1992, between Parent and Subsidiary (the “Merger Agreement”) has been approved, adopted, certified, executed and acknowledged by the stockholders of Parent in accordance with the requirements of emotions 78 and 79 of the Business Corporation Law of the Commonwealth of Massachusetts.

4.The Board of Directors of Parent, by written consent dated on the 5th day of June, 1992, determined to merge the corporation into Subsidiary, and did adopt the following resolution:

RESOLVED  That, subject to shareholder approval, the Agreement and Plan of Merger (the “Merger Agreements”) between the Company and American Medical Response, Inc., a Delaware corporation (“American Medical Response (Delaware)”), pursuant to which the Company is to be merged into American Medical Response (Delaware) be, and it hereby is, authorized, approved and adopted, in substantially the form presented to the directors and that, pursuant to said Merger Agreement, the Company shall merge with and into American Medical Response (Delaware) and that upon the merger of the Company with and into American Medical Response (Delaware), shares of common stock or the Company shall be converted into shares of common stock of American Medical Response (Delaware) in the ratio of 2928.71:1 and the holders or such shares shall have no further claims of any kind or nature, and American Medical

Response (Delaware) shall issue said shares on a pro rata basis.

5.The surviving corporation shall be Subsidiary and shall retain the name American Medical Response, Inc.

6.The Certificate of Incorporation of Subsidiary shall be the Certificate of Incorporation of the surviving corporation.

7.The executed Merger Agreement is on file at the principal place of business of Subsidiary, the surviving corporation, at 67 Batterymarch Street, Boston, MA 02110.

8.A copy of the Merger Agreement will be furnished by the surviving corporation, on request and without cost, to any stockholder of Parent or Subsidiary.

IN WITNESS WHEREOF, American Medical Response, Inc., a Massachusetts corporation, has caused this certificate to be signed by Paul M. Verrochi, its President, and attested by Keith F. Higgins, its Assistant Clerk, on the 5th day of June, 1992.

		AMERICAN MEDICAL RESPONSE, INC.
		By:	/s/ Paul M. Verrochi
			Paul M. Verrochi
			President
ATTEST:
By:	/s/ Keith F. Higgins
	Keith F. Higgins
	Assistant Clerk

2

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

AMERICAN MEDICAL RESPONSE, INC.

American Medical Response, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of this Corporation has adopted the following resolutions by unanimous written consent:

RESOLVED:  That the Certificate of Incorporation of the Company be amended to increase the number of authorized shares of Common Stock, $.01 par value, from 25 million to 75 million, that such amendment is hereby declared advisable and that a special meeting of stockholders be held on March 26, 1996 for the consideration of such amendment by the stockholders of the Company entitled to vote thereon and that the Record Date for such meeting be set for February 12, 1996.

RESOLVED:  That following stockholder approval of the foregoing amendment the Certificate of Incorporation of this Company be amended by changing the Article thereof number “Article IV” so that, as amended, the first sentence of said Article shall be and read as follows:

“The total number of shares that the corporation shall have authority to issue is 75,000,000 shares of Common Stock, $.01 par value per share, and 500,000 shares of Preferred Stock, $.01 par value per share”;

and that each of the President, any Vice President, the Treasurer and Secretary of the Company at the time in office be, and they are, and each of them acting singly is, authorized, in the name and on behalf of the Company, to take all necessary actions in executing and filing such amendment with the Delaware Secretary of State, the filing of such amendment to be conclusive evidence that the same has been authorized and approved by the Board of Directors of this Company.

SECOND: That said amendment has been consented to and authorized and adopted by the holders of a majority of the issued and outstanding stock of this Corporation entitled to vote in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, this Corporation has caused this Certificate to be signed by a duly authorized officer this 30 day of March, 1996.

AMERICAN MEDICAL RESPONSE, INC.
By	/s/ William George
	William George
	Vice President and General Counsel

2

CERTIFICATE OF CHANGE OF REGISTERED AGENT

AND

REGISTERED OFFICE

* * * * *

American Medical Response, Inc.                           , a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

The present registered agent of the corporation is Corporation Service Company and the present registered office of the corporation is in the county of New Castle.

The Board of Directors of American Medical Response, Inc. adopted the following resolution on the 1st day of September, 1996.

Resolved, that the registered office of 1013 Centre Rd., Wilmington, DE 19805, in the state of Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, and the authorization of the present registered agent of this corporation be and the same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby constituted and appointed the registered agent of this corporation at the address of its registered office.

IN WITNESS WHEREOF, American Medical Response, Inc. has caused this statement to be signed by William George, its Vice President,* this 1st day of September, 1996.

/s/ William George

William George, Vice President

(Title)

*              Any authorized officer or the chairman or Vice-Chairman of the Board of Directors may execute this certificate.

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING MEDTRANS ACQUISITION CO.

INTO AMERICAN MEDICAL RESPONSE, INC.

MedTrans Acquisition Co., a corporation organized and existing under the laws of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: That this Corporation was incorporated on the 6th day of January, 1997, pursuant to the General Corporation Law of the State of Delaware, the provisions of which permit the merger of a parent corporation organized and existing under the laws of said State into a subsidiary corporation organized and existing under the laws of said State.

SECOND: That this Corporation owns at least ninety percent (90%) of the outstanding shares of the common stock, $ .01 par value per share, of American Medical Response, Inc., a corporation incorporated on the 6th day of June, 1992, pursuant to the General Corporation Law of the State of Delaware, and having no class of stock outstanding other than said common stock.

THIRD: That this Corporation, by the following resolutions of its Board of Directors, duly adopted by the unanimous written consent of the members thereof, filed with the minutes of the Board, pursuant to Section 141(f) of the Delaware General Corporation Law on February 25, 1997, determined to, and effective upon the filing of this Certificate of Ownership and Merger with the Secretary of State of the State of Delaware does, merge into said American Medical Response, Inc.:

WHEREAS, this Corporation is the legal and beneficial owner of at least ninety percent (90 %) of the outstanding shares of common stock, $.01 par value per share (“Common Stock”), of American Medical Response, Inc., a Delaware corporation; and

WHEREAS, said Common Stock is the only issued and outstanding class of stock of American Medical Response, Inc.; and

WHEREAS, this Corporation desires to merge itself into American Medical Response, Inc. pursuant to the provisions of Section 253 of the Delaware General Corporation Law;

NOW, THEREFORE, BE IT RESOLVED, that effective upon the filing of an appropriate Certificate of Ownership and Merger embodying these resolutions with the Secretary of State of Delaware (but subject to the approval of the sole stockholder of this Corporation) this Corporation merge and it hereby does merge itself into American Medical Response, Inc., which will assume all of the obligations of this Corporation; and

RESOLVED, that the terms and conditions of the merger are as follows: Upon the proposed merger becoming effective, each outstanding share of Common Stock held of record by stockholders other than this Corporation shall cease to be outstanding, and such stockholders of record shall be entitled to receive from American Medical Response, Inc., as the surviving corporation in the merger, the sum of $40.00, in cash for each such share upon surrender to The

First National Bank of Boston, which is hereby appointed paying agent for such purpose, of their certificates formerly representing ownership of Common Stock; each outstanding share of Common Stock owned of record by the Corporation (including for this purpose any shares owned by the sole stockholder of this Corporation) shall cease to be outstanding, without any payment being made in respect thereof; and each share of Common Stock of this Corporation shall be converted into 1 share of Common Stock, $.01 par value per share, of American Medical Response, Inc., certificates for which shall be issued to the sole stockholder of this Corporation upon surrender to American Medical Response, Inc. of such stockholder’s certificates formerly representing such shares of Common Stock of this Corporation; and

RESOLVED, that immediately following the merger, the first sentence of Article IV of the Certificate of Incorporation of American Medical Response, Inc. be amended to read as follows:

“The total number of shares of stock which the corporation shall have the authority to issue is Three Thousand (3,000) shares of Common Stock, $.01 par value.”

RESOLVED, that the proposed merger be submitted to the sole stockholder of this Corporation and that upon receiving the unanimous written consent of such stockholder the proposed merger shall be approved; and

RESOLVED, that American Medical Response, Inc., as the surviving corporation in the merger, shall notify each stockholder of record of said American Medical Response, Inc. within ten days after the effective date of the merger that the merger has become effective; and

RESOLVED, that the President or any Vice President of this Corporation be and each hereby is authorized to make and execute, and the Secretary or any Assistant Secretary be and each hereby is authorized to attest, a Certificate of Ownership and Merger setting forth a copy of these resolutions providing for the merger of this Corporation into American Medical Response, Inc., and the date of adoption hereof, and to cause the same to be filed with the Secretary of State and a certified copy recorded in the office of the Recorder of Deeds of each county in which it is required to be filed and to do all acts and things, whatsoever, whether within or without the State of Delaware, which may be in any way necessary or appropriate to effect such merger.

FOURTH: That the merger has been approved by the holder of all of the outstanding stock of this Corporation entitled to vote thereof by unanimous written consent without a meeting in accordance with Section 228 of the Delaware General Corporation law.

IN WITNESS WHEREOF, said MedTrans Acquisition Co. has caused this Certificate to be signed by Ivan R. Cairns, its authorized officer, this 25th day of February, 1997.

MEDTRANS ACQUISITION CO.
By:	/s/ Ivan R. Cairns
Name:	Ivan R. Cairns
Title:	Senior Vice President

2

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

CARELINE, INC.

INTO

AMERICAN MEDICAL RESPONSE, INC.

Careline, Inc., a corporation organized and existing under the laws of the state of Delaware,

DOES HEREBY CERTIFY:

FIRST: That this Corporation was incorporated on the 17th day of July, 1995, pursuant to the General Corporation Law of the State of Delaware, the provisions of which permit the merger of a parent corporation organized and existing under the laws of said State into a subsidiary corporation organized and existing under the laws of said state.

SECOND: That this Corporation owns at least ninety percent (90%) of the outstanding shares of the common stock, $.01 par value per share, of American Medical Response, Inc., a corporation incorporated on the 2nd day of June, 1992, pursuant to the General Corporation Law of the State of Delaware, and having no class outstanding other than said common stock.

THIRD: That this Corporation, by the following resolutions of its sole director, duly adopted by written consent thereof, filed with the minutes of the meetings, pursuant to Section 141(f) of the Delaware General Corporation Law on August 25, 1999, determined to, and effective upon the filing of this Certificate of Ownership and Merger with the Secretary of State of the State of Delaware does, merge into said American Medical Response, Inc.:

WHEREAS, that this Corporation is the legal and beneficial owner of at least ninety percent (90%) of the outstanding shares of common stock, $.01 par value per share (“Common Stock”), of American Medical Response, Inc., a Delaware corporation; and

WHEREAS, said Common Stock is the only issued and outstanding class of stock of American Medical Response, Inc.; and

WHEREAS, this Corporation desires to merge itself into American Medical Response, Inc. pursuant to the provisions of Section 253 of the Delaware General Corporation Law;

NOW, THEREFORE, BE IT RESOLVED: that effective upon the filing of an appropriate Certificate of Ownership and Merger embodying these resolutions with the Secretary of State of Delaware (but subject to the approval of the sole stockholder of this Corporation) this Corporation merge and it hereby does merge itself into American Medical Response, Inc. which will assume all of the obligations of this Corporation; and

RESOLVED, that the terms and conditions of the merger are as follows:

a.Caroline, Inc., which is a business corporation of the State of Delaware and is the parent corporation and the owner of all of the outstanding shares of American Medical Response, Inc., which is a business corporation of the State of Delaware and the subsidiary corporation, hereby merges itself into American Medical Response, Inc. pursuant to the provisions of the laws of the State of Delaware.

b.The separate existence of this Corporation shall cease at the effective time and date of the merger and American Medical Response, Inc. shall continue its existence as the surviving corporation pursuant to the provisions of the laws of the State of Delaware.

c.The issued shares of this Corporation immediately prior to the effective time and date of the merger shall not be converted in any manner, but each said share which is issued at the effective time and date of the merger shall be surrendered and extinguished.

d.The sole director and the proper officers of American Medical Response, Inc. are hereby authorized, empowered, and directed to do any and all acts and things, and to make, execute, deliver, file, and/or record any and all instruments, papers, and documents which shall be or become necessary, proper or convenient to carry out or put into effect any of the provisions of this Certificate of Ownership and Merger.

RESOLVED, that the proposed merger be submitted to the sole stockholder of this Corporation and that upon receiving the unanimous written consent of such stockholder the proposed merger shall be approved; and

RESOLVED, that American Medical Response, Inc. as the surviving corporation in the merger, shall notify the stockholder of record of said American Medical Response, Inc. within ten days after the effective date of the merger that the merger has become effective; and

RESOLVED, that the President or any Vice President of this Corporation, be and each hereby is authorized to make and execute, and the Secretary or any Assistant Secretary be and each hereby is authorized to attest, a Certificate of Ownership and Merger setting forth a copy of these resolutions providing for the merger of this Corporation into American Medical Response, Inc. and the date of adoption hereof, and to cause the same to be filed with the Secretary of State and to do all acts and things, whatsoever, whether within or without the State of Delaware, which may be in any way necessary or appropriate to effect such merger.

FOURTH: That the merger has been approved by the holders of all of the outstanding stock of this Corporation entitled to vote thereof by unanimous written consent without a meeting in accordance with Section 228 of the Delaware General Corporation law.

FIFTH: Anything herein or elsewhere to the contrary notwithstanding, this merger may be amended or terminated and abandoned by the Board of Directors of this Corporation at any time prior to the time that this merger filed with the Secretary of State becomes effective.

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IN WITNESS WHEREOF, the undersigned, being the Vice President of Careline, Inc., has executed this Certificate and hereby affirms under the penalties of perjury that its contents are true as of this 25 day of August, 1999.

By	/s/ Joshua T. Gaines
	Vice President
	(Title)

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CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

AND OF REGISTERED AGENT

OF

AMERICAN MEDICAL RESPONSE, INC.

It is hereby certified that:

1.             The name of the corporation (hereinafter called the “corporation”) is:

AMERICAN MEDICAL RESPONSE, INC.

2.             The registered office of the corporation within the State of Delaware is hereby changed to 2711 Centerville Road, Suite 400, City of Wilmington 19808, County of New Castle.

3.             The registered agent of the corporation within the State of Delaware is hereby changed to Corporation Service Company, the business office of which is identical with the registered office of the corporation as hereby changed.

4.             The corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on Feb 10, 2006

/s/ Randy Owen

Name: Randy Owen

Title:   Chief Financial Officer & VP

CERTIFICATE OF OWNERSHIP
MERGING
COSTELLO ACQUISITION COMPANY, INC.
INTO
AMERICAN MEDICAL RESPONSE, INC.

(Pursuant to Section 253 of the General Corporation Law of Delaware)

American Medical Response, Inc., a corporation incorporated on the 2nd day of June, 1992, pursuant to the provisions of the General Corporation Law of the State of Delaware;

DOES HEREBY CERTIFY that this corporation owns 90% of the capital stock of Costello Acquisition Company, Inc., a corporation incorporated on the 30th day of May, 2007, pursuant to the provisions of the General Corporation Law of the State of Delaware and that this corporation, by a resolution of its Board of Directors duly adopted by written consent on the 20th day of July, 2007, determined to and did merge into itself said Costello Acquisition Company, Inc. which resolution is in the following words to wit:

WHEREAS, this corporation lawfully owns 90% of the outstanding stock of Costello Acquisition Company, Inc., a corporation organized and exiting under the laws of Delaware, and

WHEREAS, this corporation desires to merge into itself the said Costello Acquisition Company, Inc., and to be possessed of all the estate, property, rights, privileges and franchises of said corporation,

NOW, THEREFORE, BE IT RESOLVED, that this corporation merge into itself said Costello Acquisition Company, Inc. and assumes all of its liabilities and obligations, and

FURTHER RESOLVED, that an authorized officer of this corporation be and he is hereby directed to make and execute a certificate of ownership setting forth a copy of the resolution to merge said Costello Acquisition Company, Inc. and assume its liabilities and obligations, and the date of adoption thereof, and to file the same in the office of the Secretary of the State of Delaware; and

FURTHER RESOLVED, that the officers of this corporation be and they hereby are authorized and directed to do all acts and things whatsoever, whether within or without the State of Delaware; which may be in any way necessary or proper to effect said merger.

IN WITNESS WHEREOF, the demigod has signed this Certificate of Ownership this 20th day of July, 2007.

AMERICAN MEDICAL RESPONSE, INC.
By:	/s/ William A. Sanger,
	William A. Sanger, Chief Executive Officer

EX-3.62

Exhibit 3.62

BY-LAWS

OF

AMERICAN MEDICAL RESPONSE, INC.

Section 1. LAW, CERTIFICATE OF INCORPORATION

AND BY-LAWS

1.1. These by-laws are subject to the certificate of incorporation of the corporation. In these by-laws, references to law, the certificate of incorporation and by-laws mean the law, the provisions of the certificate of incorporation and the by-laws as from time to time in effect.

Section 2. STOCKHOLDERS

2.1. Annual Meeting. The annual meeting of stockholders shall be held at 10:00 am on the second Tuesday in May in each year, unless that day be a legal holiday at the place where the meeting is to be held, in which case the meeting shall be held at the same hour on the next succeeding day not a legal holiday, or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect a board of directors and transact such other business as may be required by law or these by-laws or as may properly come before the meeting.

2.2. Special Meetings. A special meeting of the stockholders may be called at any time by the chairman of the board, if any, the president or the board of directors. A special meeting of the stockholders shall be called by the secretary, or in the case of the death, absence, incapacity or refusal of the secretary, by an assistant secretary or some other officer, upon application of a majority of the directors. Any such application shall state the purpose or purposes of the proposed meeting. Any such call shall state the place, date, hour, and purposes of the meeting.

2.3. Place of Meeting. All meetings of the stockholders for the election of directors or for any other purpose shall be held at such place within or without the State of Delaware as may be determined from time to time by the chairman of the board, if any, the president or the board of directors. Any adjourned session of any meeting of the stockholders shall be held at the place designated in the vote of adjournment.

2.4. Notice of Meetings. Except as otherwise provided by law, a written notice of each meeting of stockholders stating the place, day and hour thereof and, in the case of a special meeting, the purposes for which the meeting is called, shall be given not less then ten nor more than sixty days before the meeting, to each stockholder entitled to vote thereat, and to each stockholder who, by law, by the certificate of incorporation or by these by-laws, is entitled to notice, by leaving such notice with him or at his residence or usual place of business, or by depositing it in the United States mail, postage prepaid, and addressed to such stockholder at his

address as it appears in the records of the corporation. Such notice shall be given by the secretary, or by an officer or person designated by the board of directors, or in the case of a special meeting by the officer calling the meeting. As to any adjourned session of any meeting of stockholders, notice of the adjourned meeting need not be given if the time and place thereof are announced at the meeting at which the adjournment was taken except that if the adjournment is for more than thirty days or if after the adjournment a new record date is set for the adjourned session, notice of any such adjourned session of the meeting shall be given in the manner heretofore described. No notice of any meeting of stockholders or any adjourned session thereof need be given to a stockholder if a written waiver of notice, executed before or after the meeting or such adjourned session by such stockholder, is filed with the records of the meeting or if the stockholder attends such meeting without objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the stockholders or any adjourned session thereof need be specified in any written waiver of notice.

2.5. Business at Stockholder Meetings. Unless otherwise determined by the board of directors prior to a meeting of the stockholders, the officer presiding at such meeting, determined in accordance with these by-laws, shall determine the order of business and shall have the authority in his discretion to regulate the conduct of such meeting, including, without limitation, to impose restrictions on the persons (other than stockholders of the corporation or their duly appointed proxies) who may attend such meeting, to regulate and restrict the making of statements or asking of questions at such meeting and to cause the removal from such meeting of any person who has disrupted or appears likely to disrupt the proceedings at such meeting. At a meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before a meeting of stockholders, business must be (a) specified in the notice of meeting (or any supplement thereto) given as provided in these by-laws, (b) otherwise properly brought before the meeting by or at the direction of a majority of the board of directors then in office, or (c) otherwise properly brought before the meeting by a stockholder. For business to be properly brought before a meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the secretary of the corporation and the stockholder must be a stockholder of record at the time such notice is given. To be timely, a stockholder’s notice must be delivered to or mailed and received at the principal executive offices of the corporation, not less than 60 days nor more than 90 days prior to the meeting; provided, however, that in the event that the date of the meeting is not publicly announced by the corporation by mail, press release or otherwise more than 70 days prior to the meeting, notice by the stockholder to be timely must be delivered to the secretary of the corporation not later than the close of business on the tenth day following the day on which such announcement of the date of the meeting was made. A stockholder’s notice to the secretary shall set forth as to each matter the stockholder proposes to bring before the annual meeting (a) a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting, (b) the name and address, as they appear on the corporation’s books, of the stockholder proposing such business, (c) the class and number of shares of the corporation which are beneficially owned by the stockholder, and (d) any material financial interest of the stockholder in such business. Notwithstanding anything in these by-laws to the contrary, no business shall be conducted at any meeting except in accordance with the procedures set forth in this Section 2.5. The chairman of the meeting shall, if the facts warrant,

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determine and declare to the meeting that business was not properly brought before the meeting and in accordance with the provisions of this Section 2.5, and if he should so determine, he shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted. Notwithstanding the foregoing provisions of this Section 2.5, a stockholder shall also comply with all applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the matters set forth in this section.

2.6. Quorum of Stockholders. At any meeting of the stockholders a quorum as to any matter shall consist of a majority of the votes entitled to be cast on the matter, except where a larger quorum is required by law, by the certificate of incorporation or by these by-laws. Any meeting may be adjourned from time to time by a majority of the votes properly cast upon the question, whether or not a quorum is present. If a quorum is present at an original meeting, a quorum need not be present at an adjourned session of that meeting. Shares of its own stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of any corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

2.7. Action by Vote. When a quorum is present at any meeting, a plurality of the votes properly cast for election to any office shall elect to such office and a majority of the votes properly cast upon any question other than an election to an office shall decide the question, except when a larger vote is required by law, by the certificate of incorporation or by these by-laws. No ballot shall be required for any election unless requested by a stockholder present or represented at the meeting and entitled to vote in the election.

2.8. Action without Meetings. Unless otherwise provided in the certificate of incorporation, any action required or permitted to be taken by stockholders for or in connection with any corporate action may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in Delaware by hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Each such written consent shall bear the date of signature of each stockholder who signs the consent. No written consent shall be effective to take the corporate action referred to therein unless written consents signed by a number of stockholders sufficient to take such action are delivered to the corporation in the manner specified in this paragraph within sixty days of the earliest dated consent so delivered.

If action is taken by consent of stockholders and in accordance with the foregoing, there shall be filed with the records of the meetings of stockholders the writing or writings comprising such consent.

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If action is taken by less than unanimous consent of stockholders, prompt notice of the taking of such action without a meeting shall be given to those who have not consented in writing and a certificate signed and attested to by the secretary that such notice was given shall be filed with the records of the meetings of stockholders.

In the event that the action which is consented to is such as would have required the filing of a certificate under any provision of the General Corporation Law of the State of Delaware, if such action had been voted upon by the stockholders at a meeting thereof, the certificate filed under such provision shall state, in lieu of any statement required by such provision concerning a vote of stockholders, that written consent has been given under Section 228 of said General Corporation Law and that written notice has been given as provided in such Section 228.

2.9. Proxy Representation. Every stockholder may authorize another person or persons to act for him by proxy in all matters in which a stockholder is entitled to participate, whether by waiving notice of any meeting, objecting to or voting or participating at a meeting, or expressing consent or dissent without a meeting. Every proxy must be signed by the stockholder or by his attorney-in-fact. No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally. The authorization of a proxy may but need not be limited to specified action, provided, however, that if a proxy limits its authorization to a meeting or meetings of stockholders, unless otherwise specifically provided such proxy shall entitle the holder thereof to vote at any adjourned session but shall not be valid after the final adjournment thereof.

2.10. Inspectors. The directors or the person presiding at the meeting may, but need not, appoint one or more inspectors of election and any substitute inspectors to act at the meeting or any adjournment thereof. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspectors shall make a report in writing of any challenge, question or matter determined by them and execute a certificate of any fact found by them.

2.11. List of Stockholders. The secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in his name. The stock ledger shall be the only evidence as to who are stockholders entitled to examine such list or to vote in person or by proxy at such meeting.

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Section 3. BOARD OF DIRECTORS

3.1. Number. The number of directors which shall constitute the whole board shall not be less than one nor more than eleven in number. Thereafter, within the foregoing limits, the stockholders at the annual meeting shall determine the number of directors and shall elect the number of directors as determined. Within the foregoing limits, the number of directors may be increased at any time or from time to time by the stockholders or by the directors by vote of a majority of the directors then in office. The number of directors may be decreased to any number permitted by the foregoing at any time either by the stockholders or by the directors by vote of a majority of the directors then in office, but only to eliminate vacancies existing by reason of the death, resignation or removal of one or more directors. Directors need not be stockholders.

3.2. Tenure. Except as otherwise provided by law, by the certificate of incorporation or by these by-laws, each director shall hold office until the next annual meeting and until his successor is elected and qualified, or until he sooner dies, resigns, is removed or becomes disqualified.

3.3. Notification of Nominations. Subject to the rights of the holders of any class or series of preferred stock voting separately by class or series, nominations for the election of directors may be made by the board of directors or by any stockholder entitled to vote for the election of directors. If at any time this corporation has a class of stock registered pursuant to the Securities Exchange Act of 1934, for so long as such class is so registered, a stockholder entitled to vote for the election of directors at a meeting may nominate persons for election as directors by giving timely notice thereof in proper written form to the secretary accompanied by a petition signed by at least 100 record holders of capital stock of the corporation which shows the class and number of shares held by each person and which represent in the aggregate 1% of the outstanding shares entitled to vote in the election of directors. To be timely, notice shall be delivered to or mailed and received at the principal executive offices not less than 60 days nor more than 90 days prior to the meeting; provided, however, that in the event that less than 70 days’ notice or prior public disclosure of the date of the meeting is given or made to the stockholders, to be timely, notice by the stockholder must be received at the principal executive offices not later than the close of business on the tenth day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made. To be in proper written form, a stockholder’s notice shall set forth in writing (i) as to each person whom the stockholder proposes to nominate for election or reelection as a director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, including, without limitation, such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected and (ii) as to the stockholder giving the notice (x) the name and address, as they appear on the corporation’s books, of such stockholder and (y) the class and number of shares or the corporation which are beneficially owned by such stockholder. At the request of the board of directors, any person nominated by the board of directors for election as a director shall furnish to the secretary the information required to be set forth in a stockholder’s notice of nomination which pertains to the nominee. In the event that a stockholder seeks to nominate one or more directors, the secretary shall appoint one or more inspectors to determine whether a stockholder

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has complied with this Section 3.3. If the inspectors shall determine that a stockholder has not complied with this Section 3.3, the inspectors shall direct the chairman of the meeting to declare to the meeting that a nomination was not made in accordance with the procedures prescribed by the by-laws, and the chairman shall so declare to the meeting and the defective nomination shall be disregarded.

3.4. Powers. The business and affairs of the corporation shall be managed by or under the direction of the board of directors who shall have and may exercise all the powers of the corporation and do all such lawful acts and things as are not by law, the certificate of incorporation or these by-laws directed or required to be exercised or done by the stockholders.

3.5. Vacancies. Vacancies and any newly created directorships resulting from any increase in the number of directors may be filled by vote of the stockholders at a meeting called for the purpose, or by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. When one or more directors shall resign from the board, effective at a future date, a majority of the directors then in office, including those who have resigned, shall have power to fill such vacancy or vacancies, the vote or action by writing thereon to take effect when such resignation or resignations shall become effective. The directors shall have and may exercise all their powers notwithstanding the existence of one or more vacancies in their number, subject to any requirements of law or of the certificate of incorporation or of these by-laws as to the number of directors required for a quorum or for any vote or other actions.

3.6. Committees. The board of directors may, by vote of a majority of the whole board, (a) designate, change the membership of or terminate the existence of any committee or committees, each committee to consist of one or more of the directors; (b) designate one or more directors as alternate members of any such committee who may replace any absent or disqualified member at any meeting of the committee; and (c) determine the extent to which each such committee shall have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation, including the power to authorize the seal of the corporation to be affixed to all papers which require it and the power and authority to declare dividends or to authorize the issuance of stock; excepting, however, such powers which by law, by the certificate of incorporation or by these by-laws they are prohibited from so delegating. In the absence or disqualification of any member of such committee and his alternate, if any, the member or members thereof present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Except as the board of directors may otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by the board or such rules, its business shall be conducted as nearly as may be in the same manner as is provided by these by-laws for the conduct of business by the board of directors. Each committee shall keep regular minutes of its meetings and report the same to the board of directors upon request.

3.7. Regular Meetings. Regular meetings of the board of directors may be held without call or notice at such places within or without the State of Delaware and at such times as the board may from time to time determine, provided that notice of the first regular meeting following any such determination shall be given to absent directors. A regular meeting of the

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directors may be held without call or notice immediately after and at the same place as the annual meeting of stockholders.

3.8. Special Meetings. Special meetings of the board of directors may be held at any time and at any place within or without the State of Delaware designated in the notice of the meeting, when called by the chairman of the board, if any, the president, or by one-third or more in number of the directors, reasonable notice thereof being given to each director by the secretary or by the chairman of the board, if any, the president or any one of the directors calling the meeting.

3.9. Notice. It shall be reasonable and sufficient notice to a director to send notice by mail at least forty-eight hours or by telegram at least twenty-four hours before the meeting addressed to him at his usual or last known business or residence address or to give notice to him in person or by telephone at least twenty-four hours before the meeting. Notice of a meeting need not be given to any director if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. Neither notice of a meeting nor a waiver of a notice need specify the purposes of the meeting.

3.10. Quorum. Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, at any meeting of the directors a majority of the directors then in office shall constitute a quorum; a quorum shall not in any case be less than one-third of the total number of directors constituting the whole board. Any meeting may be adjourned from time to time by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

3.11. Action by Vote. Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, when a quorum is present at any meeting the vote of a majority of the directors present shall be the act of the board of directors.

3.12. Action Without a Meeting. Any action required or permitted to be taken at any meeting of the board of directors or a committee thereof may be taken without a meeting if all the members of the board or of such committee, as the case may be, consent thereto in writing, and such writing or writings are filed with the records of the meetings of the board or of such committee. Such consent shall be treated for all purposes as the act of the board or of such committee, as the case may be.

3.13. Participation in Meetings by Conference Telephone. Members of the board of directors, or any committee designated by such board, may participate in a meeting of such board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other or by any other means permitted by law. Such participation shall constitute presence in person at such meeting.

3.14. Compensation. In the discretion of the board of directors, each director may be paid such fees for his services as director and be reimbursed for his reasonable expenses incurred in the performance of his duties as director as the board of directors from time to time may

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determine. Nothing contained in this section shall be construed to preclude any director from serving the corporation in any other capacity and receiving reasonable compensation therefor.

3.15. Interested Directors and Officers.

(a) No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of the corporation’s directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if:

(1) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or

(2) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or

(3) The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the board of directors, a committee thereof, or the stockholders.

(b) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes the contract or transaction.

Section 4. OFFICERS AND AGENTS

4.1. Enumeration; Qualification. The officers of the corporation shall be a president, a treasurer, a secretary and such other officers, if any, as the board of directors from time to time may in its discretion elect or appoint including without limitation a chairman of the board, one or more vice presidents and a controller. The corporation may also have such agents, if any, as the board of directors from time to time may in its discretion choose. Any officer may be but none need be a director or stockholder. Any two or more offices may be held by the same person. Any officer may be required by the board of directors to secure the faithful performance of his duties to the corporation by giving bond in such amount and with sureties or otherwise as the board of directors may determine.

4.2. Powers. Subject to law, to the certificate of incorporation and to the other provisions of these by-laws, each officer shall have, in addition to the duties and powers herein

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set forth, such duties and powers as are commonly incident to his office and such additional duties and powers as the board of directors may from time to time designate.

4.3. Election. The officers may be elected by the board of directors at their first meeting following the annual meeting of the stockholders or at any other time. At any time or from time to time the directors may delegate to any officer their power to elect or appoint any other officer or any agents.

4.4. Tenure. Each officer shall hold office until the first meeting of the board of directors following the next annual meeting of the stockholders and until his respective successor is chosen and qualified unless a shorter period shall have been specified by the terms of his election or appointment, or in each case until he sooner dies, resigns, is removed or becomes disqualified. Each agent shall retain his authority at the pleasure of the directors, or the officer by whom he was appointed or by the officer who then holds agent appointive power.

4.5. Chairman of the Board of Directors, President and Vice President. The chairman of the board, if any, shall have such duties and powers as shall be designated from time to time by the board of directors. Unless the board of directors otherwise specifies, the chairman of the board, or if there is none the chief executive officer, shall preside, or designate the person who shall preside, at all meetings of the stockholders and of the board of directors.

Unless the board of directors otherwise specifies, the president shall be the chief executive officer and shall have direct charge of all business operations of the corporation and, subject to the control of the directors, shall have general charge and supervision of the business of the corporation.

Any vice presidents shall have such duties and powers as shall be set forth in these by-laws or as shall be designated from time to time by the board of directors or by the president.

4.6. Treasurer and Assistant Treasurers. Unless the board of directors otherwise specifies, the treasurer shall be the chief financial officer of the corporation and shall be in charge of its funds and valuable papers, and shall have such other duties and powers as may be designated from time to time by the board of directors or by the president. If no controller is elected, the treasurer shall, unless the board of directors otherwise specifies, also have the duties and powers of the controller.

Any assistant treasurers shall have such duties and powers as shall be designated from time to time by the board of directors, the president or the treasurer.

4.7. Controller and Assistant Controllers. If a controller is elected, he shall, unless the board of directors otherwise specifies, be the chief accounting officer of the corporation and be in charge of its books of account and accounting records, and of its accounting procedures. He shall have such other duties and powers as may be designated from time to time by the board of directors, the president or the treasurer.

Any assistant controller shall have such duties and powers as shall be designated from time to time by the board of directors, the president, the treasurer or the controller.

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4.8. Secretary and Assistant Secretaries. The secretary shall record all proceedings of the stockholders, of the board of directors and of committees of the board of directors in a book or series of books to be kept therefor and shall file therein all actions by written consent of stockholders or directors. In the absence of the secretary from any meeting, an assistant secretary, or if there be none or he is absent, a temporary secretary chosen at the meeting, shall record the proceedings thereof. Unless a transfer agent has been appointed the secretary shall keep or cause to be kept the stock and transfer records of the corporation, which shall contain the names and record addresses of all stockholders and the number of shares registered in the name of each stockholder. He shall have such other duties and powers as may from time to time be designated by the board of directors or the president.

Any assistant secretaries shall have such duties and powers as shall be designated from time to time by the board of directors, the president or the secretary.

Section 5. RESIGNATIONS AND REMOVALS

5.1. Any director or officer may resign at any time by delivering his resignation in writing to the chairman of the board, if any, the president, or the secretary or to a meeting of the board of directors. Such resignation shall be effective upon receipt unless specified to be effective at some other time, and without in either case the necessity of its being accepted unless the resignation shall so state. A director (including persons elected by directors to fill vacancies in the board) may be removed from office with or without cause by the vote of the holders of a majority of the shares issued and outstanding and entitled to vote in the election of directors. The board of directors may at any time remove any officer either with or without cause. The board of directors may at any time terminate or modify the authority of any agent. No director or officer resigning and (except where a right to receive compensation shall be expressly provided in a duly authorized written agreement with the corporation) no director or officer removed shall have any right to any compensation as such director or officer for any period following his resignation or removal, or any right to damages on account of such removal, whether his compensation be by the month or by the year or otherwise; unless, in the case of a resignation, the directors, or, in the case of removal, the body acting on the removal, shall in their or its discretion provide for compensation.

Section 6. VACANCIES

6.1. If the office of the president or the treasurer or the secretary becomes vacant, the directors may elect a successor by vote of a majority of the directors then in office. If the office of any other officer becomes vacant, any person or body empowered to elect or appoint that officer may choose a successor. Each such successor shall hold office for the unexpired term, and in the case of the president, the treasurer and the secretary until his successor is chosen and qualified or in each case until he sooner dies, resigns, is removed or becomes disqualified. Any vacancy of a directorship shall be filled as specified in Section 3.4 of these by-laws.

10

Section 7. CAPITAL STOCK

7.1. Stock Certificates. Each stockholder shall be entitled to a certificate stating the number and the class and the designation of the series, if any, of the shares held by him, in such form as shall, in conformity to law, the certificate of incorporation and the by-laws, be prescribed from time to time by the board of directors. Such certificate shall be signed by the chairman or vice chairman of the board, if any, or the president or a vice president and by the treasurer or an assistant treasurer or by the secretary or an assistant secretary. Any of or all the signatures on the certificate may be a facsimile. In case an officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the time of its issue.

7.2. Loss of Certificates. In the case of the alleged theft, loss, destruction or mutilation of a certificate of stock, a duplicate certificate may be issued in place thereof, upon such terms, including receipt of a bond sufficient to indemnify the corporation against any claim on account thereof, as the board of directors may prescribe.

Section 8. TRANSFER OF SHARES OF STOCK

8.1. Transfer on Books. Subject to the restrictions, if any, stated or noted on the stock certificate, shares of stock may be transferred on the books of the corporation by the surrender to the corporation or its transfer agent of the certificate therefor properly endorsed or accompanied by a written assignment and power of attorney properly executed, with necessary transfer stamps affixed, and with such proof of the authenticity of signature as the board of directors or the transfer agent of the corporation may reasonably require. Except as may be otherwise required by law, by the certificate of incorporation or by these by-laws, the corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to receive notice and to vote or to give any consent with respect thereto and to be held liable for such calls and assessments, if any, as may lawfully be made thereon, regardless of any transfer, pledge or other disposition of such stock until the shares have been properly transferred on the books of the corporation.

It shall be the duty of each stockholder to notify the corporation of his post office address.

8.2. Record Date and Closing Transfer Books. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no such record date is fixed by the board of directors, the record date for determining the stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice

11

is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no such record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by the General Corporation Law of the State of Delaware, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in Delaware by hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. If no record date has been fixed by the board of directors and prior action by the board of directors is required by the General Corporation Law of the State of Delaware, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such payment, exercise or other action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

Section 9. CORPORATE SEAL

9.1. Subject to alteration by the directors, the seal of the corporation shall consist of a flat-faced circular die with the word “Delaware” and the name of the corporation cut or engraved thereon, together with such other words, dates or images as may be approved from time to time by the directors.

Section 10. EXECUTION OF PAPERS

10.1. Except as the board of directors may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts or other obligations made, accepted or endorsed by the corporation shall be signed by the chairman of the board, if any, the president, a vice president or the treasurer.

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Section 11. FISCAL YEAR

11.1. The fiscal year of the corporation shall end on the 31st of December.

Section 12. AMENDMENTS

12.1. These by-laws may be adopted, amended or repealed by vote of a majority of the directors then in office or by vote of a majority of the stock outstanding and entitled to vote; provided, however, that the affirmative vote of two-thirds of the total number of votes of the then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors shall be required to amend or repeal, or to adopt any provision inconsistent with the purpose of intent of sections 2.5 or 3.3 of these by-laws. Any by-law, whether adopted, amended or repealed by the stockholders or directors, may be amended or reinstated by the stockholders or the directors.

13

EX-3.63

Exhibit 3.63

CERTIFICATE OF FORMATION

OF

AMR BROCKTON, L.L.C.

The undersigned desires to form a limited liability company pursuant to the provisions of the Delaware Limited Liability Company Act, 6 Del C. Section 18-101 et seq., and hereby states as follows:

ARTICLE I

The name of the limited liability company is AMR BROCKTON, L.L.C. (hereinafter referred to as the “Company”).

ARTICLE II

The Company’s registered office in Delaware is located at 1209 Orange Street, Wilmington, Delaware 19801. The name of its registered agent for service of process at that address is Corporation Trust Company.

ARTICLE III

The name of the member of the Company (the “Member”) is American Medical Response of Massachusetts, Inc. The business address of the Member is c/o American Medical Response, Inc., 2821 South Parker Road, 10th Floor, Aurora, Colorado 80014.

IN WITNESS OF THE FOREGOING, the undersigned has duly executed this Certificate of Formation this 31st day of January, 2000.

MEMBER:
AMERICAN MEDICAL RESPONSE OF
MASSACHUSETTS, INC., a Massachusetts
corporation
By:	/s/ Joshua T. Gaines
	Name: Joshua T. Gaines
	Title: Vice President

(SEAL)

Certificate of Amendment to Certificate of Formation

of

AMR BROCKTON, L.L.C.

It is hereby certified that:

1.The name of the limited liability company (hereinafter called the “limited liability company”) is:

AMR BROCKTON, L.L.C.

2.The certificate of formation of the limited liability company is hereby amended by striking out the statement relating to the limited liability company’s registered agent and registered office and by substituting in lieu thereof the following new statement:

“The address of the registered office and the name and the address of the registered agent of the limited liability company required to be maintained by Section 18-104 of the Delaware Limited Liability Company Act are Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.”

Executed on Feb 10, 2006

/s/ Randy Owen
Name:	Randy Owen
Title:	Authorized Person

EX-3.64

Exhibit 3.64

LIMITED LIABILITY COMPANY AGREEMENT

OF

AMR BROCKTON, L.L.C.

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of AMR BROCKTON, L.L.C. (the “Company”) is entered into as of February 4, 2000 by AMERICAN MEDICAL RESPONSE OF MASSACHUSETTS, INC., a Massachusetts corporation having a place of business at c/o American Medical Response, Inc., 2821 S. Parker Road, 10th Floor, Aurora, Colorado 80014 (the “Member”).

WHEREAS, the Member wishes to form a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act in order to conduct the business described herein.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE 1

FORMATION AND PURPOSE

1.1 Formation, etc. The undersigned hereby forms a limited liability company pursuant to the provisions of the Limited Liability Company Act of the State of Delaware, 6 Del. C. Sections 18-101 through 18-1109, as amended from time to time (the “Act”), and the rights and liabilities of the Member shall be as provided in the Act, except as herein otherwise expressly provided. Upon the filing with the Secretary of State of the State of Delaware of the Certificate of Formation (the “Certificate”) of the Company, the Member shall be admitted as a member of the Company and shall acquire a limited liability company interest in the Company.

1.2 Name. The name of the Company is AMR Brockton, L.L.C. The business of the Company may be conducted under that name or, upon compliance with applicable laws, any other name that the Member deems appropriate or advisable.

1.3 Registered Office/Agent. The registered office required to be maintained by the Company in the State of Delaware pursuant to the Act shall initially be c/o Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801. The name and address of the registered agent of the Company pursuant to the Act shall initially be Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801. The Company may, upon compliance with the applicable provisions of the Act, change its registered office or registered agent from time to time in the discretion of the Member.

1.4 Term. The term of the Company shall continue until the Company is dissolved as provided in Article 7.

1.5 Purpose. The purpose of the Company is to acquire, hold, maintain, develop, improve, operate, sell, lease, finance, dispose of, invest in, or otherwise deal with certain real

property located in Brockton, Plymouth County, Massachusetts known as and numbered 45 Industrial Boulevard, and all personal property used or useful in connection therewith (collectively, the “Property”), and to exercise (i) all rights, powers and privileges and other incidents of ownership with respect to the Property, and (ii) all powers enumerated in the Act necessary or convenient to the conduct, promotion or attainment of the business or purposes otherwise set forth herein.

1.6 Specific Powers. Without limiting the generality of Section 1.5, the Company shall have all power and authority granted pursuant to the Act to take any and all actions necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purpose set forth in Section 1.5, including, but not limited to, the power:

1.6.1 to conduct its business, carry on its operations and have and exercise the powers granted to a limited liability company by the Act in any jurisdiction, whether domestic or foreign, that may be necessary, convenient or incidental to the accomplishment of the purpose of the Company;

1.6.2 to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, perform and carry out contracts, in connection with, convenient to, or incidental to the accomplishment of the purpose of the Company;

1.6.3 issue guaranties and indemnities;

1.6.4 invest its liquid assets in short-term money market instruments and certificates of deposit;

1.6.5 maintain one or more offices, rent space, engage and retain personnel and agents;

1.6.6 acquire, hold and dispose of interests (whether by the making of investments or otherwise and on such terms and conditions as the Member may determine) in other entities, including as a partner of a partnership, a member of a limited liability company and a stockholder of a corporation;

1.6.7 to borrow money and issue evidences of indebtedness and to secure the same by a mortgage, pledge or other lien on the assets of the Company;

1.6.8 to appoint agents and representatives of the Company and define their duties; and

1.6.9 to make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company.

1.7 Certificate. Dennis W. Dreyer and Joshua T. Gaines are designated as authorized persons within the meaning of the Act to execute, deliver and file the Certificate, and Dennis W. Dreyer and Joshua T. Gaines are designated as authorized persons, within the meaning of the Act, to execute, deliver and file any amendments or restatements of the Certificate and any other

certificates necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

1.8 Foreign Qualification. The Member shall take all necessary actions to cause the Company to be authorized to conduct business legally in appropriate foreign jurisdictions.

ARTICLE 2
CAPITAL CONTRIBUTIONS; MEMBERS, ETC.

2.1 Capital Contributions. The Member may make capital contributions to the Company for such purposes, at such times and in such amounts as shall be determined by such Member; provided, however, that the Member shall not be obligated to make any capital contributions in addition to any capital contributions being made in connection with the formation of the Company.

2.2 Limited Liability. The debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any such debt, obligation or liability of the Company by reason of being a member of the Company. All persons or entities dealing with the Company shall look solely to the assets of the Company for the payment of the debts, obligations or liabilities of the Company. Notwithstanding the provisions of this Section 2.2, as provided in Section 18-303 of the Act, the Member may in a separate agreement obligate itself to pay or perform all or any specified portion of the debts, obligations or liabilities of the Company.

2.3 Admission of Additional Members. No additional members to the Company shall be admitted without amending this Agreement by a writing duly executed by the Member, which amendment shall reflect, among other things, the admission of such additional members.

ARTICLE 3
CAPITAL ACCOUNT; ALLOCATIONS; DISTRIBUTIONS

3.1 Capital Account. The Company shall maintain a capital account for the Member. The capital account shall be increased by all capital contributions made by the Member and all profits allocated to the Member and be decreased by all distributions to the Member and by all losses allocated to the Member.

3.2 Allocations. All of the Company’s profits and losses shall be allocated to the Member.

3.3 Distributions. The amount and timing of all distributions shall be determined by the Member. Distributions may be made in cash, securities or other property.

3.4 Withholding. The Member hereby authorizes the Company to withhold and pay over any withholding or other taxes payable by the Company.

3.5 Taxation. It is the intent of the Member that, since the Company has a single owner, the Company shall be disregarded as an entity separate from its Member for federal tax

purposes pursuant to Section 7701 of the Code and the Treasury Regulations promulgated thereunder.

ARTICLE 4
MANAGEMENT

4.1 Management. The management of the Company shall be vested in its Manager who shall also be its Member until such time as the Member appoints another person to serve as Manager. The Manager, acting through its duly authorized agents, is authorized and empowered on behalf and in the name of the Company to perform all acts and engage in all activities and transactions which it may in its sole discretion deem necessary or advisable in order to cause the Company to carry out its purpose and exercise the powers granted to the Company hereunder and under the Act. The Manager is an agent of the Company and the actions of the Manager in such capacity shall be binding on the Company without liability to the Manager.

4.2 Agents. The Manager by written instrument signed by the Manager shall have the power to appoint agents to act for the Company with such titles as the person or entity making the appointment deems appropriate and to delegate to such agents such of the powers as are held by the Manager hereunder as the Manager may determine; provided, however, that no such appointment or delegation shall cause the Person so appointed or delegated to be deemed a “manager” within the meaning of the Act. Any person appointed as an agent of the Company with a title customarily held by an officer of a corporation shall have the same power and authority to act on behalf of the Company as an officer holding the same title would customarily have in a corporation organized under the laws of Delaware; provided, however, that unless such power is specifically delegated to the agent in question either for a specific transaction or generally, no such agent shall have the power to lease or acquire real property, to borrow money, to issue notes, debentures, securities, equity or other interests of or in the Company, to make investments in (other than the investment of surplus cash in the ordinary course of business) or to acquire securities of any person, to give guarantees or indemnities, to merge, liquidate or dissolve the Company or to sell or lease all or any substantial portion of the assets of the Company. The Manager by written instrument signed by the Manager may, in the sole discretion of the Manager, ratify any act previously taken by an agent acting on behalf of the Company.

4.3 Reliance by Third Parties. Any person or entity dealing with the Company or the Manager may rely upon a certificate signed by the Manager as to: (a) the persons who or entities which are authorized to executed and deliver any instrument or document of or on behalf of the Company; (b) the persons who or entities which are authorized to take any action or refrain from taking any action as to any matter whatsoever involving the Company.

ARTICLE 5
TRANSFER OF INTERESTS

The Member may sell, assign, pledge, encumber, dispose of or otherwise transfer all or any part of the economic or other rights that comprise the Member’s interest in the Company. A transferee shall have the right to be substituted for the Member under this Agreement only if the Member so provides in the document of transfer. The Member shall not resign or withdraw from

the Company unless the Member shall have transferred all of the Member’s interest in the Company and the transferee shall have become a member of the Company. None of the events described in Section 18-304 of the Act shall cause the Member to cease to be a member of the Company.

ARTICLE 6
AMENDMENTS TO AGREEMENT

This Agreement may be amended or modified by the Member by a writing executed by the Member. The Member shall cause to be prepared and filed any amendment to the Certificate that may be required to be filed under the Act as a consequence of any such amendment or modification.

ARTICLE 7
DISSOLUTION OF COMPANY

7.1 Events of Dissolution or Liquidation. The Company shall be dissolved upon: (a) the written determination of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

7.2 Liquidation. There shall be made, as promptly as is practicable after termination of the business of the Company, a final allocation pursuant to Section 3.2 as of the date of such termination, and a distribution of the assets of the Company as follows: first, to creditors of the Company, including the Member if a creditor to the extent permitted by law, in satisfaction of liabilities of the Company (whether by payment thereof or the making of reasonable provision for payment thereof) other than liabilities for which reasonable provision for payment has been made; and then, to the Member.

ARTICLE 8
MISCELLANEOUS

8.1 General. This Agreement: (a) shall be binding upon the legal successors of the Member; (b) shall be governed by and construed in accordance with the laws of the State of Delaware; and (c) contains the entire agreement as to the subject matter hereof.

8.2 Headings. The headings used in this Agreement are used for administrative convenience only and do not constitute substantive matter to be considered in construing the terms of this Agreement.

8.3 No Third Party Rights. Except as provided in Section 4.3, the provisions of this Agreement are for the benefit of the Company, the Member and permitted assignees and no other person or entity, including creditors of the Company, shall have any right or claim against the Company or the Member by reason of this Agreement or any provision hereof or be entitled to enforce any provision of this Agreement.

ARTICLE 9
PROVISIONS RELATING TO SINGLE PURPOSE BANKRUPTCY REMOTE ENTITY

Notwithstanding any other provision of this Agreement, for so long as the loan secured by that certain mortgage lien (the “First Mortgage”) in favor of La Salle National Bank, as Trustee for GS Mortgage Securities Corporation II Commercial Mortgage Pass-Through Certificate Series 1999-C1, or its successors and assigns who may from time to time be holders of the note secured by the First Mortgage, is outstanding, the following terms and provisions shall be effective and take precedence over any conflicting provisions of this Agreement:

9.1 Certain Prohibited Activities.

9.1.1 the Company shall only incur indebtedness in an amount necessary to acquire, operate, maintain and replace the Property;

9.1.2. the Company shall not incur, assume, or guaranty any other indebtedness, other than trade and operational debt incurred in the ordinary course of business with trade creditors and in amounts as are normal and reasonable under the circumstances;

9.1.3 the Company shall not, except as may be permitted by the terms and provisions of the First Mortgage, (i) dissolve or liquidate, or consolidate or merge with or into any other entity, (ii) convey or transfer its properties and assets substantially as an entirety, or (iii) transfer any of its membership interests to any entity other than an Affiliate (as defined in Section 9.3); and

9.1.4 no material amendment to the articles of organization or the operating agreement of the Company may be made without first obtaining the approval of the mortgagee then holding the First Mortgage.

9.2 Subordination of Indemnification Rights. Any indemnification of the Company’s Member shall be fully subordinated to the First Mortgage, and such indemnification shall not constitute a claim against the Company in the event that cash flow in excess of amounts necessary to pay the holder of the First Mortgage is insufficient to pay such obligations.

9.3 Separateness Covenants. In order to preserve and ensure its separate and distinct identity, in addition to the other provisions set forth in this Agreement, the Company shall conduct its affairs in accordance with the following provisions:

9.3.1 The Company shall allocate fairly and reasonably any overhead for office space shared with the Member or any Affiliate (as hereinafter defined).

9.3.2 The Company shall maintain books and records of account separate from those of the Member and Affiliates.

9.3.3 The Company shall observe all limited liability company formalities.

9.3.4 The Company shall not commingle assets with those of the Member or any Affiliate.

9.3.5 The Company shall conduct its own business in its own name.

9.3.6 The Company shall maintain financial statements separate from those of the Member and Affiliates.

9.3.7 The Company shall pay any liabilities out of its own funds, including salaries of any employees, not funds of the Member or any Affiliate.

9.3.8 The Company shall maintain an arm’s length relationship with the Member and Affiliates.

9.3.9 The Company shall not guaranty or become obligated for the debts of any other entity, including the Member or any Affiliate, or hold out its credit as being available to satisfy the obligations of any other entity (provided, however, that the foregoing shall not prevent the Company from being and holding itself responsible for expenses incurred or obligations undertaken by the property manager of the Property, if any, in respect of its duties regarding the Property).

9.3.10 The Company shall use stationary, invoices and checks separate from the Member and Affiliates.

9.3.11 The Company shall not pledge its assets for the benefit of any other entity, including the Member or any Affiliate.

9.3.12 The Company shall hold itself out as an entity separate from any Member or affiliate.

For purposes of this Article 9, the following terms shall have the following respective meanings:

“Affiliate” (or “Affiliates”) shall mean any Person controlling, controlled by, or under common control with, the Company. For purposes of this definition, “control” when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract, or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Person” shall mean any individual, corporation, partnership, limited liability company, joint venture, association, joint stock company, trust (including any beneficiary thereof), unincorporated organization, or government or agency or political subdivision thereof.

IN WITNESS WHEREOF, the Member has executed this Agreement as of the day and year first set forth above.

AMERICAN MEDICAL RESPONSE OF

MASSACHUSETTS, INC., a Massachusetts

corporation

By: /s/ [Joshua T. Gaines]

Name: Joshua T. Gaines

Title: Vice President

AMENDMENT TO THE LIMITED LIABILITY COMPANY AGREEMENT
OF
AMR BROCKTON, L.L.C.

This Amendment to the Limited Liability Company Agreement (the “Agreement”) of AMR Brockton, L.L.C. (the “Company”), dated as of February 4, 2000, is dated April 15, 2005.

WHEREAS, pursuant to Article 6, the Agreement may be amended by written amendment signed by the Member.

WHEREAS, the sole Member of the Company is American Medical Response of Massachusetts, Inc.

NOW, THEREFORE, the Agreement is hereby amended so that Article 9 is deleted in its entirety.

* * *

IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date first written above.

AMERICAN MEDICAL RESPONSE OF
MASSACHUSETTS, INC.
By:	/s/ Randel G. Owen
	Name: Randel G. Owen
	Title: Vice President

EX-3.65

Exhibit 3.65

CERTIFICATE OF INCORPORATION

OF

AMR HOLDCO, INC.

1. The name of the corporation is AMR HoldCo, Inc. (the “Corporation”).

2. The address of the Corporation’s registered office in Delaware is 2711 Centerville Road, Suite 400, Wilmington (New Castle County), Delaware 19808. Corporation Service Company is the Corporation’s registered agent at that address.

3. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law.

4. The Corporation shall have authority to issue a total of 100 shares of common stock of the par value of $0.01 per share.

5. The name of the sole incorporator is Garth B. Thomas and his mailing address is c/o Kaye Scholer LLP, 425 Park Avenue, New York, New York 10022.

6. The Board of Directors shall have the power to make, alter or repeal the by-laws of the Corporation.

7. The election of the Board of Directors need not be by written ballot.

8. The Corporation shall indemnify to the fullest extent permitted by Section 145 of the General Corporation Law of Delaware as amended from time to time each person who is or was a director of the Corporation and the heirs, executors and administrators of such a person.

9. No director shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director for any act or omission occurring subsequent to the date when this provision becomes effective, except that he may be liable (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law or (iv) for any transaction from which the director derived an improper personal benefit.

10. Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder

thereof or on the application of any receiver or receivers appointed for this Corporation under Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.

11. The Corporation elects not to be governed by Section 203 of the Delaware General Corporation Law.

Dated: December 29, 2004
	/s/ Garth B. Thomas
	Garth B. Thomas
	Sole Incorporator

STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION

The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:

FIRST:  That at a meeting of the Board of Directors of AMR Holdco, Inc. resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof.  The resolution setting forth the proposed amendment is as follows:

RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered “One” so that, as amended, said Article shall be and read as follows:

The name of the corporation is EMSC Management, Inc.

SECOND:  That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

THIRD:  That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

FOURTH:  That the capital of said corporation shall not be reduced under or by reason of said amendment.

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 3rd day of January, 2006.

By:	/s/ Todd Zimmerman
Authorized Officer
Title:	EVP & Secretary
Name:	Todd Zimmerman
Print or Type

STATE OF DELAWARE
CERTIFICATE OF CORRECTION

EMSC Management, Inc. f/k/a AMR Holdco, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware.
DOES HEREBY CERTIFY:
1.	The name of the corporation is EMSC Management, Inc. f/k/a AMR Holdco, Inc.
2.	That a Certificate of Amendment (Title of Certificate Being Corrected) was filed by the Secretary of State of Delaware on 01-06-2006 and that said Certificate requires correction as permitted by Section 103 of the General Corporation Law of the State of Delaware.
3.	The inaccuracy or defect of said Certificate is: (must be specific) Due to human error, the name change amendment was filed prematurely.
4.	Article N/A of the Certificate is corrected to read as follows:
	The Certificate of Amendment is hereby rendered null and void.
IN WITNESS WHEREOF, said corporation has caused this Certificate of Correction this 12th day of January, A.D. 2007.

By:	/s/ Todd Zimmerman
Authorized Officer
Name:	Todd Zimmerman
Print or Type
Title:	Vice President

EX-3.66

Exhibit 3.66

AMENDED AND RESTATED

BY-LAWS

of

AMR HOLDCO, INC.

1. MEETINGS OF STOCKHOLDERS.

1.1 Annual Meeting. The annual meeting of stockholders shall be held on such date and at such time as shall be designated from time to time by the board of directors (the “Board”) and stated in the notice of the meeting.

1.2 Special Meetings. Special meetings of the stockholders may be called by resolution of the Board or by the president and shall be called by the chief executive officer, president or secretary upon the written request (stating the purpose or purposes of the meeting) of a majority of the directors then in office or of the holders of 51% of the outstanding shares entitled to vote. Only business related to the purposes set forth in the notice of the meeting may be transacted at a special meeting.

1.3 Place and Time of Meetings. Meetings of the stockholders may be held in or outside Delaware at the place and time specified by the Board or the directors or stockholders requesting the meeting.

1.4 Notice of Meetings; Waiver of Notice. Written notice of each meeting of stockholders shall be given to each stockholder entitled to vote at the meeting, except that (a) it shall not be necessary to give notice to any stockholder who submits a signed waiver of notice before or after the meeting, and (b) no notice of an adjourned meeting need be given except when required under Section 1.5 of these by-laws or by law. Each notice of a meeting shall be given, personally or by mail, not less than 10 nor more than 60 days before the meeting and shall state the time and place of the meeting, and unless it is the annual meeting, shall state at whose direction or request the meeting is called and the purposes for which it is called. If mailed, notice shall be considered given when mailed to a stockholder at his address on the corporation’s records. The attendance of any stockholder at a meeting, without protesting at the beginning of the meeting that the meeting is not lawfully called or convened, shall constitute a waiver of notice by him.

1.5 Quorum. At any meeting of stockholders, the presence in person or by proxy of the holders of a majority of the shares entitled to vote shall constitute a quorum for the transaction of any business. In the absence of a quorum a majority in voting interest of those present or, if no stockholders are present, any officer entitled to preside at or to act as secretary of the meeting, may adjourn the meeting until a quorum is present. At any adjourned meeting at which a quorum is present any action may be taken which might have been taken at the meeting as originally called. No notice of an adjourned meeting need be given if the time and place are

announced at the meeting at which the adjournment is taken except that, if adjournment is for more than thirty days or if, after the adjournment, a new record date is fixed for the meeting, notice of the adjourned meeting shall be given pursuant to Section 1.4.

1.6 Voting; Proxies. Each stockholder of record shall be entitled to one vote for every share registered in his name. Corporate action to be taken by stockholder vote, other than the election of directors, shall be authorized by a majority of the votes cast at a meeting of stockholders, except as otherwise provided by law or by Section 1.8 of these by-laws. Directors shall be elected in the manner provided in Section 2.1 of these by-laws. Voting need not be by ballot unless requested by a stockholder at the meeting or ordered by the chairman of the meeting; however, all elections of directors shall be by written ballot, unless otherwise provided in the certificate of incorporation. Each stockholder entitled to vote at any meeting of stockholders or to express consent to or dissent from corporate action in writing without a meeting may authorize another person to act for him by proxy. Every proxy must be signed by the stockholder or his attorney-in-fact. No proxy shall be valid after three years from its date unless it provides otherwise.

1.7 List of Stockholders. Not less than 10 days prior to the date of any meeting of stockholders, the secretary of the corporation shall prepare a complete list of stockholders entitled to vote at the meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in his name. For a period of not less than 10 days prior to the meeting, the list shall be available during ordinary business hours for inspection by any stockholder for any purpose germane to the meeting. During this period, the list shall be kept either (a) at a place within the city where the meeting is to be held, if that place shall have been specified in the notice of the meeting, or (b) if not so specified, at the place where the meeting is to be held. The list shall also be available for inspection by stockholders at the time and place of the meeting.

1.8 Action by Consent Without a Meeting. Any action required or permitted to be taken at any meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voting. Prompt notice of the taking of any such action shall be given to those stockholders who did not consent in writing.

2. BOARD OF DIRECTORS.

2.1 Number, Qualification, Election and Term of Directors. The business of the corporation shall be managed by the Board which shall consist of two directors and may be increased or decreased at any time and from time to time by resolution of the Board, without amendment to the bylaws, but no decrease may shorten the term of any incumbent director. Directors shall be elected at each annual meeting of stockholders by a plurality of the votes cast and shall hold office until the next annual meeting of stockholders and until the election and qualification of their respective successors, subject to the provisions of Section 2.9. As used in these by-laws, the term “entire Board” means the total number of directors which the corporation would have if there were no vacancies on the Board.

2.2 Quorum and Manner of Acting. A majority of the directors then in office

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shall constitute a quorum for the transaction of business at any meeting, except as provided in Section 2.10 of these by-laws. Action of the Board shall be authorized by the vote of a majority of the directors present at the time of the vote if there is a quorum, unless otherwise provided by law or these by-laws. In the absence of a quorum a majority of the directors present may adjourn any meeting from time to time until a quorum is present.

2.3 Place of Meetings. Meetings of the Board may be held in or outside Delaware.

2.4 Annual and Regular Meetings. Annual meetings of the Board, for the election of officers and consideration of other matters, shall be held either (a) without notice immediately after the annual meeting of stockholders and at the same place, or (b) as soon as practicable after the annual meeting of stockholders, on notice as provided in Section 2.6 of these by-laws. Regular meetings of the Board may be held without notice at such times and places as the Board determines. If the day fixed for a regular meeting is a legal holiday, the meeting shall be held on the next business day.

2.5 Special Meetings. Special meetings of the Board may be called by the chief executive officer or the president or by any one of the directors. Only business related to the purposes set forth in the notice of meeting may be transacted at a special meeting.

2.6 Notice of Meetings; Waiver of Notice. Notice of the time and place of each special meeting of the Board, and of each annual meeting not held immediately after the annual meeting of stockholders and at the same place, shall be given to each director by mailing it to him at his residence or usual place of business at least three days before the meeting, or by delivering it to him via delivery, telephone or facsimile at least two days before the meeting. Notice of a special meeting shall also state the purpose or purposes for which the meeting is called. Notice need not be given to any director who submits a signed waiver of notice before or after the meeting or who attends the meeting without protesting at the beginning of the meeting the transaction of any business because the meeting was not lawfully called or convened. Notice of any adjourned meeting need not be given, other than by announcement at the meeting at which the adjournment is taken.

2.7 Board or Committee Action Without a Meeting. Any action required or permitted to be taken by the Board or by any committee of the Board may be taken without a meeting if all of the members of the Board or of the committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents by the members of the Board or the committee shall be filed with the minutes of the proceeding of the Board or of the committee.

2.8 Participation in Board or Committee Meetings by Conference Telephone. Any or all members of the Board or of any committee of the Board may participate in a meeting of the Board or of the committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at the meeting.

2.9 Resignation and Removal of Directors. Any director may resign at any time by delivering his resignation in writing to the chief executive officer, president or secretary of the corporation, to take effect at the time specified in the resignation; the acceptance of a resignation, unless required by its terms,

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shall not be necessary to make it effective. Any or all of the directors may be removed at any time, either with or without cause, by vote of the stockholders.

2.10 Vacancies. Any vacancy in the Board, including one created by an increase in the number of directors, may be filled for the unexpired term by a majority vote of the remaining directors, though less than a quorum.

2.11 Compensation. Directors shall receive such compensation as the Board determines, together with reimbursement of their reasonable expenses in connection with the performance of their duties. A director may also be paid for serving the corporation, its affiliates or subsidiaries in other capacities.

3. COMMITTEES.

3.1 Executive Committee. The Board, by resolution adopted by a majority of the entire Board, may designate an Executive Committee of one or more directors which shall have all the powers and authority of the Board, except as otherwise provided in the resolution, section 141(c) of the Delaware General Corporation Law, or any other applicable law. The members of the Executive Committee shall serve at the pleasure of the Board. All action of the Executive Committee shall be reported to the Board at its next meeting.

3.2 Other Committees. The Board, by resolution adopted by a majority of the entire Board, may designate other committees of directors of one or more directors, which shall serve at the Board’s pleasure and have such powers and duties as the Board determines.

3.3 Rules Applicable to Committees. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of a committee, the member or members present at a meeting of the committee and not disqualified, whether or not a quorum, may unanimously appoint another director to act at the meeting in place of the absent or disqualified member. All action of a committee shall be reported to the Board at its next meeting. Each committee shall adopt rules of procedure and shall meet as provided by those rules or by resolutions of the Board.

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4. OFFICERS.

4.1 Number; Security. The executive officers of the corporation shall be, the chief executive officer, the president, the chief financial officer, one or more vice presidents (including an executive vice president, if the Board so determines), a secretary and a treasurer. Any two or more offices may be held by the same person except the offices of president and secretary. The Board may require any officer, agent or employee to give security for the faithful performance of his duties.

4.2 Election; Term of Office. The executive officers of the corporation shall be elected annually by the Board and each such officer shall hold office until the next annual meeting of the Board and until the election of his successor, subject to the provisions of Section 4.4.

4.3 Subordinate Officers. The Board may appoint subordinate officers (including assistant secretaries and assistant treasurers), agents or employees, each of whom shall hold office for such period and have such powers and duties as the Board determines. The Board may delegate to any executive officer or to any committee the power to appoint and define the powers and duties of any subordinate officers, agents or employees.

4.4 Resignation and Removal of Officers. Any officer may resign at any time by delivering his resignation in writing to the chief executive officer, president or secretary of the corporation, to take effect at the time specified in the resignation; the acceptance of a resignation, unless required by its terms, shall not be necessary to make it effective. Any officer appointed by the Board or appointed by an executive officer or by a committee may be removed by the Board either with or without cause, and in the case of an officer appointed by an executive officer or by a committee, by the officer or committee who appointed him or by the president.

4.5 Vacancies. A vacancy in any office may be filled for the unexpired term in the manner prescribed in Sections 4.2 and 4.3 of these by-laws for election or appointment to the office.

4.6 The Chief Executive Officer. The chief executive officer shall be the chief executive officer of the corporation and shall preside at all meetings of the Board and of the stockholders. Subject to the control of the Board, he shall have general supervision over the business of the corporation and shall have such other powers and duties as chief executive officers of corporations usually have or as the Board assigns to him.

4.7 The President. The president shall be the president of the corporation. Subject to the control of the Board, he shall have such other powers and duties as presidents of corporations usually have or as the Board or the chief executive officer assigns to him.

4.8 Vice President. Each vice president shall have such powers and duties as the Board or the president assigns to him.

4.9 The Chief Financial Officer. The chief financial officer shall be the chief financial officer of the corporation and shall be in charge of the corporation’s books and accounts.

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Subject to the control of the Board, he shall have such other powers and duties as the Board or the chief executive officer or the president assigns to him.

4.10 The Treasurer. The treasurer shall be the treasurer of the corporation. Subject to the control of the Board, he shall have such other powers and duties as the Board or the chief financial officer or the president assigns to him.

4.11 The Secretary. The secretary shall be the secretary of, and keep the minutes of, all meetings of the Board and of the stockholders, shall be responsible for giving notice of all meetings of stockholders and of the Board, and shall keep the seal and, when authorized by the Board, apply it to any instrument requiring it. Subject to the control of the Board, he shall have such powers and duties as the Board or chief executive officer or the president assigns to him. In the absence of the secretary from any meeting, the minutes shall be kept by the person appointed for that purpose by the presiding officer.

4.12 Salaries. The Board may fix the officers’ salaries, if any, or it may authorize the president to fix the salary of any other officer.

5. SHARES.

5.1 Certificates. The corporation’s shares shall be represented by certificates in the form approved by the Board. Each certificate shall be signed by, the president or a vice president and by the secretary or an assistant secretary, or the treasurer or an assistant treasurer, and shall be sealed with the corporation’s seal or a facsimile of the seal. Any or all of the signatures on the certificate may be a facsimile.

5.2 Transfers. Shares shall be transferable only on the corporation’s books, upon surrender of the certificate for the shares, properly endorsed. The Board may require satisfactory surety before issuing a new certificate to replace a certificate claimed to have been lost or destroyed.

5.3 Determination of Stockholders of Record. The Board may fix, in advance, a date as the record date for the determination of stockholders entitled to notice of or to vote at any meeting of the stockholders, or to express consent to or dissent from any proposal without a meeting, or to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action. The record date may not be more than 60 or less than 10 days before the date of the meeting or more than 60 days before any other action.

6. MISCELLANEOUS.

6.1 Seal. The Board shall adopt a corporate seal, which shall be in the form of a circle and shall bear the corporation’s name and the year and state in which it was incorporated.

6.2 Fiscal Year. The Board may determine the corporation’s fiscal year. Until changed by the Board, the corporation’s fiscal year shall be the calendar year.

6.3 Voting of Shares in Other Corporations. Shares in other corporations which are held by the corporation may be represented and voted by the chief executive officer, president or a

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vice president of this corporation or by proxy or proxies appointed by one of them. The Board may, however, appoint some other person to vote the shares.

6.4 Amendments. By-laws may be amended, repealed or adopted by the stockholders or by a majority of the entire Board, but any by-law adopted by the Board may be amended or repealed by the stockholders.

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EX-3.67

Exhibit 3.67

CERTIFICATE OF FORMATION

OF

APEX ACQUISITION LLC

1.             The name of the limited liability company is Apex Acquisition LLC.

2.             The address of its registered office in the State of Delaware is:  Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, Delaware 19801.  The name of its registered agent at such address is The Corporation Trust Company.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Apex Acquisition LLC this 30 day of October, 2009.

/s/ Leslie Fry

Leslie Fry, Authorized Person

1700 Lincoln Street, Suite 4100

Denver, CO 80203

EX-3.68

Exhibit 3.68

LIMITED LIABILITY COMPANY AGREEMENT

OF

APEX ACQUISITION LLC

Dated as of November 12, 2009

LIMITED LIABILITY COMPANY AGREEMENT
OF
APEX ACQUISITION LLC

This Limited Liability Company Agreement (this “Agreement”), dated as of November 12, 2009 (the “Effective Date”) of Apex Acquisition LLC, a Delaware limited liability company (the “Company”), is by EmCare, Inc., a Delaware corporation, as the sole member (the “Sole Member”).

Recitals

A.            Pursuant to the Certificate of Formation, filed with the Delaware Secretary of State on October 30, 2009, the Company was formed.

ARTICLE I
GENERAL

1.1          Purpose and Power.  The purpose and business of the Company shall be the conduct of any business or activity that may be lawfully conducted by a limited liability company organized pursuant to the Delaware Limited Liability Company Act (the “Act”), and the Company shall have all of the powers of a limited liability company conferred by the Act.  Any or all of the foregoing activities may be conducted directly by the Company or indirectly through another Company, joint venture or other arrangement.

1.2          Term.  The Company shall have perpetual existence and shall continue until it is dissolved by the written consent of the Sole Member.  Upon the dissolution or termination of the Sole Member, its legal representative or successor shall become a member of the Company and shall exercise all rights and powers conferred upon the Sole Member by this Agreement.

1.3          LLC Agreement.  To the full extent permitted by the Act, this Agreement shall control as to any conflict between this Agreement and the Act or as to any matter provided for in this Agreement that is also provided for in the Act.

1.4          Additional Members.  Additional members shall be admitted only by written amendment of this Agreement executed by the Sole Member.

ARTICLE II
CAPITAL CONTRIBUTIONS

2.1          Prior Capital Contribution.  The Sole Member, or its predecessor, has contributed to the Company the amounts, property or services set forth in the books and records of the Company,

2.2          Additional Capital Contributions.  The Sole Member may, but shall not be required to, make additional capital contributions to the Company.

2.3          Sole Member Loans and Other Debt.  The Company may borrow funds from any source, including the Sole Member.  Any loan made by the Sole Member to the Company shall be payable out of the first available funds, including proceeds from the sale of all or any portion of the assets of the Company.

2.4          Return of Capital Contributions.  Capital contributions shall be expended in furtherance of the business of the Company.  All costs and expenses of the Company shall be paid from its funds.  No interest shall be paid on capital contributions.

2.5          Enforcement of Capital Contribution Obligations.  The membership interests were duly authorized and validly issued, and are fully paid and nonassessable.  Except as expressly agreed in writing by the Sole Member, no person other than the Sole Member shall have the right to enforce any obligation the Sole Member may undertake to contribute capital to the Company, and specifically no lender or other third party shall have any such right.

ARTICLE III
DISTRIBUTIONS

The Company may make distributions of cash or other assets of the Company to the Sole Member at such times and in such amounts as the Sole Member shall determine.

ARTICLE IV
ALLOCATION OF PROFIT AND LOSS

4.1          Determination of Profit and Loss.  Profit or loss shall be determined on an annual basis and for such other periods as may be required.

4.2          Allocation of Profit and Loss.  The Company is and at all times shall be a business entity that, solely for federal income tax purposes, is disregarded as an entity separate from its owner.  All items of Company profit, loss, income, gain, deduction and credit shall, for federal income tax purposes, be attributed to the Sole Member.

ARTICLE V
MANAGEMENT

5.1          Management Authority.  Management of the Company shall be vested in the Sole Member.  The Sole Member shall have the power and authority to conduct the business of the Company and is hereby expressly authorized on behalf of the Company to make all decisions with respect to the Company’s business and to take all actions necessary to carry out such decisions.  All documents executed on behalf of the Company need only be signed by the Sole Member or by an authorized officer of the Company.  An officer properly appointed pursuant to this Agreement may sign those documents that relate to the power and authority generally or specifically granted to such officer by the Sole Member, by the President of the Company or by this Agreement.

5.2          Reliance by Third Parties.  No third party dealing with the Company shall be required to ascertain whether the Sole Member or any Company officer is acting in accordance with the provisions of this instrument.  All third parties may rely upon a document signed by the Sole Member or by any Company officer as binding the Company.

5.3          Resignation.  The Sole Member may resign at any time by giving written notice of resignation to any authorized officer.  Unless otherwise specified in the notice, the resignation shall take effect upon receipt by any authorized officer and an acceptance of the resignation by it shall not be necessary to make it effective.

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5.4          Implied Covenants; No Additional Duties.  There are no implied covenants of the Sole Member contained in this Agreement other than those of the contractual covenant of good faith and fair dealing.  The Sole Member shall not have any fiduciary or other duties to the Company except as specifically provided by this Agreement, and the Sole Member’s duties and liabilities otherwise existing at law or in equity are restricted and eliminated by the provisions of this Agreement to those duties and liabilities specifically set forth in this Agreement.  Notwithstanding any contrary provision of this Agreement, in carrying out any duties hereunder, the Sole Member shall not be liable to the Company for breach of any duty for the Sole Member’s good faith reliance on the provisions of this Agreement, the records of the Company, or such information, opinions, reports or statements presented by any officer or employee of the Company, or by any other person as to matters the Sole Member reasonably believes are within such other person’s professional or expert competence.  The preceding sentence shall in no way limit any person’s right to rely on information to the extent provided in Section 18-406 of the Act.

ARTICLE VI
OFFICERS

6.1          Number and Qualification.  From time to time, the Sole Member may appoint such officers of the Company as it deems appropriate.  The officers of the Company may consist of a Chief Executive Officer, a President, a Chief Operating Officer, a Treasurer, a Secretary, a Chief Financial Officer, one or more Assistant Secretaries, one or more Executive Vice Presidents and such other officers as may from time to time be elected by the Sole Member.  Each officer shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal.  Any number of offices may be held by the same person.

6.2          Chief Executive Officer.  The Chief Executive Officer of the Company shall, subject to the direction and supervision of the Sole Member, perform all duties incident to the office of Chief Executive Officer and as from time to time may be assigned to him by the Sole Member.

6.3          President.  The President of the Company shall, subject to the direction and supervision of the Sole Member, perform all duties incident to the office of President and as from time to time may be assigned to him by the Sole Member.

6.4          Chief Operating Officer.  The Chief Operating Officer of the Company shall, subject to the direction and supervision of the Sole Member, perform all duties incident to the office of Chief Operating Officer and as from time to time may be assigned to him by the Sole Member.

6.5          Treasurer.  The Treasurer of the Company shall, subject to the direction and supervision of the Sole Member, perform all duties incident to the office of Treasurer and as from time to time may be assigned to him by the Sole Member.

6.6          Secretary.  The Secretary shall issue all authorized notices for, and shall keep minutes of, all meetings of the Sole Member.  He or she shall have charge of the limited liability company books and shall perform such other duties as the Sole Member may from time to time prescribe.  Assistant Secretaries of the Company, if any, shall have the same duties and powers, subject to supervision by the Secretary.

6.7          Chief Financial Officer.  The Chief Financial Officer of the Company shall, subject to the direction and supervision of the Sole Member, perform all duties incident to the office of Chief Financial Officer and as from time to time may be assigned to him by the Sole Member,

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6.8          Executive Vice President.  Each Executive Vice President shall have such powers and duties as may be delegated to him or her by the President or the Sole Member.

6.9          Assistant Secretary.  Each Assistant Secretary shall, subject to the direction of the supervision of the Secretary, perform all duties incident to the office of the Assistant Secretary and as from time to time may be assigned to him by the Secretary or the Sole Member.

6.10        Delegation of Authority.  To the fullest extent permitted by law, the Sole Member may from time to time delegate the powers or duties of any officer to any other officers or agents, notwithstanding any provision hereof.

6.11        Removal.  Any officer of the Company may be removed at any time, with or without cause, by the Chief Executive Officer or the Sole Member.

6.12        Resignation.  Any officer may resign at any time by giving written notice to the Company; provided, however, that notice to the Sole Member, the Chief Executive Officer or the Secretary shall be deemed to constitute notice to the Company.  Such resignation shall take effect upon receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

6.13        Vacancies.  Any vacancy among the officers, whether caused by death, resignation, removal or any other cause, shall be filled in the manner prescribed for election or appointment to such office.

6.14        Action with Respect to Securities of Other Entities.  Unless otherwise directed by the Sole Member, the President shall have power to vote and otherwise act on behalf of the Company, in person or by proxy, at any meeting of stockholders, members or other equity owners of, or with respect to any action of stockholders, members, or other equity owners of, any corporation, limited liability company or other entity in which this Company may hold securities and otherwise to exercise any and all rights and powers which this Company may possess by reason of its ownership of securities in such other corporation, limited liability company or other entity.

ARTICLE VII
INDEMNIFICATION

7.1          Right to Indemnification.  Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter, a “proceeding”), by reason of the fact that it, he or she is or was the Sole Member or an officer of the Company or, while serving as the Sole Member or officer of the Company, is or was serving at the request of the Company as a manager, director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter, an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a manager, director, officer, employee or agent or in any other capacity while serving as a manager, director, officer, employee or agent, shall be indemnified and held harmless by the Company to the fullest extent authorized by the Act, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than such law permitted the Company to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in

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settlement) reasonably incurred or suffered by such indemnitee in connection therewith; provided, however, that, except as provided in Section 7.3 hereof with respect to proceedings to enforce rights to indemnification, the Company shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized in the first instance by the Sole Member.

7.2          Right to Advancement of Expenses.  The right to indemnification conferred in Section 7.1 hereof shall include the right to be paid by the Company the expenses (including attorneys’ fees) incurred in defending any such proceeding in advance of its final disposition.  The rights to indemnification and to the advancement of expenses conferred in Sections 7.1 and this Section 7.2 shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a Sole Member, officer, employee or agent and shall inure to the benefit of the indemnitee’s heirs, executors and administrators.

7.3          Right of Indemnitee to Bring Suit.  If a claim under Section 7.1 is not paid in full by the Company within 60 days (or, with respect to claims under Section 7.2, 20 days) after a written claim has been received by the Company, the indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim.  If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee, to the fullest extent permitted by law, shall be entitled to be paid also the expense of prosecuting or defending such suit.  In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article VII or otherwise shall be on the Company.

7.4          Non-Exclusivity of Rights; Effect of Amendment.  The rights to indemnification and to the advancement of expenses conferred in this Article VII shall not be exclusive of any other right which any person may have or hereafter acquire by any statute, agreement, vote of the Sole Member or otherwise.  Any amendment, alteration or repeal of this Article VII that adversely affects any right of an indemnitee or it successors shall be prospective only and shall not limit or eliminate any such right with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment, alteration or repeal.

7.5          Insurance.  The Company may maintain insurance, at its expense, to protect itself and the Sole Member, officer, employee or agent of the Company or another corporation, limited liability company, partnership, joint venture, trust or other enterprise against any expense, liability or loss.

7.6          Indemnification of Employees and Agents of the Company.  The Company may, to the extent authorized from time to time by the Sole Member, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Company to the fullest extent of the provisions of this Article VII with respect to the indemnification and advancement of expenses of the Sole Member and officers of the Company.

ARTICLE VIII
SOLE MEMBER

8.1          Liability.  The Sole Member shall have no liability under a judgment, decree, or order of a court, or in any other manner, for any debt, obligation, or liability of the Company.

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8.2          Meetings.  Meetings of the Sole Member shall not be required for any purpose.  All actions of the Sole Member may be evidenced by a written consent describing the action taken, signed by the Sole Member.  Any action evidenced by such a written consent is effective on the date the consent is signed by the Sole Member, unless the consent specifies a different effective date.

8.3          Transfer of Interest.  The interest of the Sole Member in the Company may be transferred by the Sole Member voluntarily or by operation of law.  Upon transfer of the entirety of the Sole Member’s interest in the Company, the transferee shall, without further documentation or action, become the member of the Company.

8.4          Conflicts of Interest.  The Sole Member shall be entitled to engage in other activities and businesses, including, without limitation, activities and businesses competitive with the activities and business of the Company.  The Sole Member shall not be required to give the Company the opportunity to participate in, or benefit from, any such activities or businesses.  The Sole Member shall not be deemed to violate any duty or obligation to the Company merely because the Sole Member’s conduct furthers the Sole Member’s own interest.  The Sole Member may lend money to, borrow money from, act as a surety, guarantor or endorser for, guarantee or assume one or more obligations of, provide collateral for, and transact other business with, the Company, and has the same rights an obligations with respect to any such matters as those of a person who is not a member of the Company.

ARTICLE IX
DISSOLUTION AND TERMINATION

9.1          Final Accounting.  In the event of the dissolution of the Company, a proper accounting shall be made as provided in Section 9.2 from the date of the last previous accounting to the date of dissolution.

9.2          Liquidation.  Upon the dissolution of the Company, the Sole Member, or if the Sole Member is unable to act, a person selected by the Sole Member, shall act as liquidator to wind up the Company.  The liquidator shall have full power and authority to sell, assign, and encumber any or all of the Company’s assets and to wind up and liquidate the affairs of the Company in an orderly and businesslike manner.  All proceeds from liquidation shall be distributed in the following order of priority: (i) to the payment of debts and liabilities of the Company and the expenses of liquidation (including loans made by the Sole Member to the Company); (ii) to the setting-up of such reserves as the liquidator may reasonably deem necessary for any contingent liabilities of the Company; and (iii) to the Sole Member.

9.3          Distribution in Kind.  The liquidator, in its absolute discretion, may distribute one or more of the Company’s assets in kind to the person or entity entitled to receive the proceeds from such asset.

ARTICLE X
GENERAL PROVISIONS

10.1        Amendment.  This Agreement may not be amended except by a written instrument signed by the Sole Member.

10.2        Applicable Law.  This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware.

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10.3        Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be considered an original.

[Signatures on next page.]

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This Agreement has been executed to be effective as of the Effective Date,

SOLE MEMBER:
EmCare, Inc.
By:	/s/ William Sanger
Name:	William Sanger
Title:	Chief Executive Officer

[Signature Page to LLC Agreement of Apex Acquisition LLC)

EX-3.69

Exhibit 3.69

CERTIFICATE OF INCORPORATION

OF

ARIZONA OASIS ACQUISITION, INC.

The undersigned, a natural person (the “Sole Incorporator”), for the purpose of organizing a corporation to conduct business and promote the purposes hereinafter stated, under the provisions and subject to the requirements of the General Corporation Law of the State of Delaware (the “DGCL”) hereby certifies that:

ARTICLE I

The name of this corporation is Arizona Oasis Acquisition, Inc.

ARTICLE II

The address of the registered office of the corporation in the State of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle, and the name of the registered agent of the corporation in the State of Delaware at such address is The Corporation Trust Company.

ARTICLE III

The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the DGCL.

ARTICLE IV

This corporation is authorized to issue only one class of stock, to be designated Common Stock.  The total number of shares of Common Stock presently authorized is one thousand (1,000), each having a par value of $0.0001.

ARTICLE V

A.            The management of the business and the conduct of the affairs of the corporation shall be vested in its Board of Directors of the corporation.  The number of directors that shall constitute the whole Board of Directors shall be fixed by the Board of Directors in the manner provided in the Bylaws.

B.            The Board of Directors is expressly empowered to adopt, amend or repeal the Bylaws of the corporation.  The stockholders shall also have power to adopt, amend or repeal the Bylaws of the corporation; provided, however, that, in addition to any vote

of the holders of any class or series of stock of the corporation required by law or by this Certificate of Incorporation, the affirmative vote of the holders of at least a majority of the voting power of all of the then-outstanding shares of the capital stock of the corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to adopt, amend or repeal any provision of the Bylaws of the corporation.

ARTICLE VI

A.            The liability of the directors for monetary damages shall be eliminated to the fullest extent under applicable law.  If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.

B.            Any repeal or modification of this Article VI shall be prospective and shall not affect the rights under this Article VI in effect at the time of the alleged occurrence of any act or omission to act giving rise to liability or indemnification.

ARTICLE VII

The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon the stockholders herein are granted subject to this reservation.

ARTICLE VIII

The name and mailing address of the Sole Incorporator is as follows:

Leah Mumford

Holme Roberts & Owen LLP

1700 Lincoln Street, Suite 4100

Denver, CO  80203-4541

IN WITNESS WHEREOF, this Certificate of Incorporation has been subscribed this 20th day of September, 2007, by the undersigned who affirms that the statements made herein are true and correct.

/s/ Leah Mumford

Leah Mumford, Sole Incorporator

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CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

AND OF REGISTERED AGENT

OF

ARIZONA OASIS ACQUISITION, INC.

It is hereby certified that:

1.         The name of the corporation (hereinafter called the “corporation”) is:

ARIZONA OASIS ACQUISITION, INC.

2.         The registered office of the corporation within the State of Delaware is hereby changed to 2711 Centerville Road, Suite 400, City of Wilmington 19808, County of New Castle.

3.         The registered agent of the corporation within the State of Delaware is hereby changed to Corporation Service Company, the business office of which is identical with the registered office of the corporation as hereby changed.

4.         The corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on	5/1/08
		/s/ Todd Zimmerman
		Name:	Todd Zimmerman
		Title:	EVP and Secretary

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EX-3.70

Exhibit 3.70

BYLAWS

OF

ARIZONA OASIS ACQUISITION, INC.

(A DELAWARE CORPORATION)

TABLE OF CONTENTS

ARTICLE I Offices		1
Section 1.1	Registered Office	1
Section 1.2	Other Offices	1
ARTICLE II Corporate Seal		1
Section 2.1	Corporate Seal	1
ARTICLE III Stockholders’ Meetings		1
Section 3.1	Place of Meetings	1
Section 3.2	Annual Meeting	1
Section 3.3	Special Meetings	2
Section 3.4	Notice of Meetings	2
Section 3.5	Quorum	3
Section 3.6	Adjournment and Notice of Adjourned Meetings	3
Section 3,7	Voting Rights	4
Section 3.8	Joint Owners of Stock	4
Section 3.9	List of Stockholders	4
Section 3.10	Action Without Meeting	4
Section 3.11	Organization	6
ARTICLE IV Directors		7
Section 4.1	Number and Term of Office	7
Section 4.2	Powers	7
Section 4.3	Term of Directors	7
Section 4.4	Vacancies	7

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Section 4.5	Resignation	7
Section 4.6	Removal	8
Section 4.7	Meetings	8
Section 4.8	Quorum and Voting,	9
Section 4.9	Action Without Meeting	9
Section 4.10	Fees and Compensation	9
Section 4.11	Committees	10
Section 4.12	Organization	11
ARTICLE V Officers		11
Section 5.1	Officers Designated	11
Section 5.2	Tenure and Duties of Officers	11
Section 5.3	Delegation of Authority	12
Section 5.4	Resignations	13
Section 5.5	Removal	13
ARTICLE VI Execution Of Corporate Instruments And Voting Of Securities Owned By The Corporation		13
Section 6.1	Execution of Corporate Instruments	13
Section 6.2	Voting of Securities Owned by the Corporation	13
ARTICLE VII Shares Of Stock		14
Section 7.1	Form and Execution of Certificates	14
Section 7.2	Lost Certificates	14
Section 7.3	Transfers	15
Section 7.4	Fixing Record Dates	15
Section 7.5	Registered Stockholders	16

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ARTICLE VIII Other Securities Of The Corporation		16
Section 8.1	Execution of Other Securities	16
ARTICLE IX Dividends		17
Section 9.1	Declaration of Dividends	17
Section 9.2	Dividend Reserve	17
ARTICLE X Fiscal Year		17
Section 10.1	Fiscal Year	17
ARTICLE XI Indemnification		17
Section 11.1	Indemnification of Directors, Executive Officers, Other Officers, Employees and Other Agents	17
ARTICLE XII Notices		21
Section 12.1	Notices	21
ARTICLE XIII Amendments		22
Section 13.1	Amendments	22
ARTICLE XIV Loans To Officers		22
Section 14.1	Loans to Officers	22

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BYLAWS

OF

ARIZONA OASIS ACQUISITION, INC.

(A DELAWARE CORPORATION)

ARTICLE I
OFFICES

Section 1.1Registered Office.  The registered office of the corporation in the State of Delaware shall be as set forth in the Certificate of Incorporation, unless changed as provided by law.

Section 1.2Other Offices.  The corporation shall also have and maintain an office or principal place of business at such place as may be fixed by the Board of Directors, and may also have offices at such other places, both within and without the State of Delaware, as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II
CORPORATE SEAL

Section 2.1Corporate Seal.  The Board of Directors may adopt a corporate seal.  The corporate seal shall consist of a die bearing the name of the corporation and the inscription, “Corporate Seal Delaware.” Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

ARTICLE III
STOCKHOLDERS’ MEETINGS

Section 3.1Place of Meetings.  Meetings of the stockholders of the corporation may be held at such place, either within or without the State of Delaware, as may be determined from time to time by the Board of Directors.  The Board of Directors may, in its sole discretion, determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication as provided under the Delaware General Corporation Law (“DGCL”).

Section 3.2Annual Meeting.  An annual meeting of the stockholders shall be held on such date and at such time as may be designated from time to time by the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may be properly brought before the meeting.  If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding

business day.  If the election of directors shall not be held on the day designated herein for any annual meeting of the stockholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a meeting of the stockholders as soon thereafter as conveniently may be.  Failure to hold an annual meeting as required by these Bylaws shall not invalidate any action taken by the Board of Directors or officers of the corporation.

Section 3.3Special Meetings.

(a)Special meetings of the stockholders of the corporation may be called, for any purpose or purposes, by (i) the President and Chief Executive Officer or the Board of Directors, or (ii) by the holders of shares entitled to cast not less than ten percent (10%) of the votes at the meeting and shall be held at such place, on such date, and at such time as the Board of Directors shall fix.

(b)If a special meeting is properly called by any person or persons other than the Board of Directors, the request shall be in writing, specifying the general nature of the business proposed to be transacted, and shall be delivered personally or sent by certified or registered mail, return receipt requested, or by telegraphic or other facsimile transmission to the Chairman of the Board of Directors, the President and Chief Executive Officer or the Secretary of the corporation.  No business may be transacted at such special meeting otherwise than specified in such notice.  The Board of Directors shall determine the time and place of such special meeting, which shall be held not less than thirty-five (35) nor more than one hundred twenty (120) days after the date of the receipt of the request.  Upon determination of the time and place of the meeting, the officer receiving the request shall cause notice to be given to the stockholders entitled to vote, in accordance with the provisions of Section 3.4 of these Bylaws.  Nothing contained in this paragraph (b) shall be construed as limiting, fixing, or affecting the time when a meeting of stockholders called by action of the Board of Directors may be held.

Section 3.4Notice of Meetings.  Except as otherwise provided by law or the Certificate of Incorporation, notice, given in writing or by electronic transmission, of each meeting of stockholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting, such notice to specify the place, if any, date and hour and purpose or purposes of the meeting and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting.  Notice of the time, place, if any, and purpose of any meeting of stockholders may be waived in writing, signed by the person entitled to notice thereof or by electronic transmission by such person, either before or after such meeting, and will be waived by any stockholder by his attendance thereat in person, by remote communication, if applicable, or by proxy, except when the stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.  Any stockholder so waiving

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notice of such meeting shall be bound by the proceedings of any such meeting in all respects as if due notice thereof had been given.

Section 3.5Quorum.  At all meetings of stockholders, except where otherwise provided by statute or by the Certificate of Incorporation, or by these Bylaws, the presence, in person, by remote communication, if applicable, or by proxy duly authorized, of the holders of a majority of the outstanding shares of stock entitled to vote shall constitute a quorum for the transaction of business.  In the absence of a quorum, any meeting of stockholders may be adjourned, from time to time, either by the chairman of the meeting or by vote of the holders of a majority of the shares represented thereat, but no other business shall be transacted at such meeting.  The stockholders present at a duly called or convened meeting, at which a quorum is present, may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.  Except as otherwise provided by statute, or by the Certificate of Incorporation or these Bylaws, in all matters other than the election of directors, the affirmative vote of a majority of shares present in person, by remote communication, if applicable, or represented by proxy duly authorized at the meeting and entitled to vote generally on the subject matter shall be the act of the stockholders.  Except as otherwise provided by statute, the Certificate of Incorporation or these Bylaws, directors shall be elected by a plurality of the votes of the shares present in person, by remote communication, if applicable, or represented by proxy duly authorized at the meeting and entitled to vote generally on the election of directors.  Where a separate vote by a class or classes or series is required, except where otherwise provided by the statute or by the Certificate of Incorporation or these Bylaws, a majority of the outstanding shares of such class or classes or series, present in person, by remote communication, if applicable, or represented by proxy duly authorized, shall constitute a quorum entitled to take action with respect to that vote on that matter.  Except where otherwise provided by statute or by the Certificate of Incorporation or these Bylaws, the affirmative vote of the majority (plurality, in the case of the election of directors) of shares of such class or classes or series present in person, by remote communication, if applicable, or represented by proxy at the meeting shall be the act of such class or classes or series.

Section 3.6Adjournment and Notice of Adjourned Meetings.  Any meeting of stockholders, whether annual or special, may be adjourned from time to time either by the chairman of the meeting or by the vote of a majority of the shares present in person, by remote communication, if applicable, or represented by proxy.  When a meeting is adjourned to another time or place, if any, notice need not be given of the adjourned meeting if the time and place, if any, thereof are announced at the meeting at which the adjournment is taken.  At the adjourned meeting, the corporation may transact any business which might have been transacted at the original meeting.  If the adjournment is for more than thirty (30) days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

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Section 3.7Voting Rights.  For the purpose of determining those stockholders entitled to vote at any meeting of the stockholders, except as otherwise provided by law, only persons in whose names shares stand on the stock records of the corporation on the record date, as provided in Section 3.9 of these Bylaws, shall be entitled to vote at any meeting of stockholders.  Every person entitled to vote or execute consents shall have the right to do so either in person, by remote communication, if applicable, or by an agent or agents authorized by a proxy granted in accordance with Delaware law.  An agent so appointed need not be a stockholder.  No proxy shall be voted after three (3) years from its date of creation unless the proxy provides for a longer period.

Section 3.8Joint Owners of Stock.  If shares or other securities having voting power stand of record in the names of two (2) or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety, or otherwise, or if two (2) or more persons have the same fiduciary relationship respecting the same shares, unless the Secretary is given written notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting shall have the following effect: (a) if only one (1) votes, his act binds all; (b) if more than one (1) votes, the act of the majority so voting binds all; (c) if more than one (1) votes, but the vote is evenly split on any particular matter, each faction may vote the securities in question proportionally, or may apply to the Delaware Court of Chancery for relief as provided in the DGCL, Section 217(b).  If the instrument filed with the Secretary shows that any such tenancy is held in unequal interests, a majority or even-split for the purpose of subsection (c) shall be a majority or even-split in interest.

Section 3.9List of Stockholders.  The Secretary shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at said meeting, arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder.  Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours at the principal place of business of the corporation, or on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting.  In the even that the corporation determines to make the list available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to stockholders of the corporation.  The list shall be open to examination by any stockholder during the time of the meeting as provided by law produced and kept at the time and place of meeting during the whole time thereof and may be inspected by any stockholder who is present.

Section 3.10Action Without Meeting.

(a)Unless otherwise provided in the Certificate of Incorporation, any action required by statute to be taken at any annual or special meeting

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of the stockholders, or any action which may be taken at any annual or special meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, or by electronic transmission setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

(b)Every written consent or electronic transmission shall bear the date of signature of each stockholder who signs the consent, and no written consent or electronic transmission shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered to the corporation in the manner herein required, written consents or electronic transmissions signed by a sufficient number of stockholders to take action are delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded.  Delivery made to a corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.

(c)Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing or by electronic transmission and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of stockholders to take action were delivered to the corporation as provided in Section 228(c) of the DGCL.  If the action which is consented to is such as would have required the filing of a certificate under any section of the DGCL if such action had been voted on by stockholders at a meeting thereof, then the certificate filed under such section shall state, in lieu of any statement required by such section concerning any vote of stockholders, that written consent has been given in accordance with Section 228 of the DGCL.

(d)A telegram, cablegram or other electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxyholder, shall be deemed to be written, signed and dated for the purposes of this section, provided that any such telegram, cablegram or other electronic transmission sets forth or is delivered with information from which the corporation can determine (i) that the telegram, cablegram or other electronic transmission was transmitted by the stockholder or proxyholder or by a person or persons authorized to act for the stockholder and (ii) the date on which such stockholder or proxyholder or authorized person or persons transmitted such telegram, cablegram or electronic transmission.  The date on which such telegram, cablegram or electronic transmission is transmitted shall be deemed to be the date on which such consent was signed.  No consent given by telegram, cablegram or other electronic transmission shall be deemed to have been delivered until such consent is

5

reproduced in paper form and until such paper form shall be delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded.  Delivery made to a corporation’s registered office shall be made by hand or by certified or registered mail, return receipt requested.  Notwithstanding the foregoing limitations on delivery, consents given by telegram, cablegram or other electronic transmission may be otherwise delivered to the principal place of business of the corporation or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded if, to the extent and in the manner provided by resolution of the Board of Directors of the corporation.  Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.

Section 3.11Organization.

(a)At every meeting of stockholders, the Chairman of the Board of Directors, or, if a Chairman has not been appointed or is absent, the President and Chief Executive Officer, or, if the President and Chief Executive Officer is absent, a chairman of the meeting chosen by a majority in interest of the stockholders entitled to vote, present in person or by proxy, shall act as chairman.  The Secretary, or, in his absence, an Assistant Secretary directed to do so by the President and Chief Executive Officer, shall act as secretary of the meeting.

(b)The Board of Directors of the corporation shall be entitled to make such rules or regulations for the conduct of meetings of stockholders as it shall deem necessary, appropriate or convenient.  Subject to such rules and regulations of the Board of Directors, if any, the chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are necessary, appropriate or convenient for the proper conduct of the meeting, including, without limitation, establishing an agenda or order of business for the meeting, rules and procedures for maintaining order at the meeting and the safety of those present, limitations on participation in such meeting to stockholders of record of the corporation and their duly authorized and constituted proxies and such other persons as the chairman shall permit, restrictions on entry to the meeting after the time fixed for the commencement thereof, limitations on the time allotted to questions or comments by participants and regulation of the opening and closing of the polls for balloting on matters which are to be voted on by ballot.  The date and time of the opening and closing of the polls for each matter upon which the stockholders will vote at the meeting shall be announced at the meeting.  Unless and to the extent determined by the Board of Directors or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with rules of parliamentary procedure.

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ARTICLE IV
DIRECTORS

Section 4.1Number and Term of Office.

The authorized number of directors of the corporation shall be fixed by the Board of Directors from time to time.

Directors need not be stockholders unless so required by the Certificate of Incorporation.  If for any cause, the directors shall not have been elected at an annual meeting, they may be elected as soon thereafter as convenient.

Section 4.2Powers.  The powers of the corporation shall be exercised, its business conducted and its property controlled by the Board of Directors, except as may be otherwise provided by statute or by the Certificate of Incorporation.

Section 4.3Term of Directors.  Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, directors shall be elected at each annual meeting of stockholders for a term of one year.  Each director shall serve until his successor is duly elected and qualified or until his death, resignation or removal.  No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

Section 4.4Vacancies.  Unless otherwise provided in the Certificate of Incorporation, and subject to the rights of the holders of any series of Preferred Stock, any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other causes and any newly created directorships resulting from any increase in the number of directors shall, unless the Board of Directors determines by resolution that any such vacancies or newly created directorships shall be filled by stockholders, be filled only by the affirmative vote of a majority of the directors then in office, even though less than a quorum of the Board of Directors.  Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the director for which the vacancy was created or occurred and until such director’s successor shall have been elected and qualified.  A vacancy in the Board of Directors shall be deemed to exist under this Bylaw in the case of the death, removal or resignation of any director.

Section 4.5Resignation.  Any director may resign at any time by delivering his or her notice in writing or by electronic transmission to the Secretary, such resignation to specify whether it will be effective at a particular time, upon receipt by the Secretary or at the pleasure of the Board of Directors.  If no such specification is made, it shall be deemed effective at the pleasure of the Board of Directors.  When one or more directors shall resign from the Board of Directors, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill

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such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each Director so chosen shall hold office for the unexpired portion of the term of the Director whose place shall be vacated and until his successor shall have been duly elected and qualified.

Section 4.6Removal.  Subject to any limitations imposed by applicable law, the Board of Directors or any director may be removed from office at any time (i) with cause by the affirmative vote of the holders of a majority of the voting power of all then-outstanding shares of capital stock of the corporation entitled to vote generally at an election of directors or (ii) without cause by the affirmative vote of the holders of a majority of the voting power of all then-outstanding shares of capital stock of the corporation, entitled to vote generally at an election of directors.

Section 4.7Meetings.

(a)Regular Meetings.  Unless otherwise restricted by the Certificate of Incorporation, regular meetings of the Board of Directors may be held at any time or date and at any place within or without the State of Delaware which has been designated by the Board of Directors and publicized among all directors, either orally or in writing, including a voice-messaging system or other system designated to record and communicate messages, facsimile, telegraph or telex, or by electronic mail or other electronic means.  No further notice shall be required for a regular meeting of the Board of Directors.

(b)Special Meetings.  Unless otherwise restricted by the Certificate of Incorporation, special meetings of the Board of Directors may be held at any time and place within or without the State of Delaware whenever called by the Chairman of the Board, the President and Chief Executive Officer, or any director.

(c)Meetings by Electronic Communications Equipment.  Any member of the Board of Directors, or of any committee thereof, may participate in a meeting by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.

(d)Notice of Special Meetings.  Notice of the time and place of all special meetings of the Board of Directors shall be orally or in writing, by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, facsimile, telegraph or telex, or by electronic mail or other electronic means, during normal business hours, at least twenty-four (24) hours before the date and time of the meeting, or sent in writing to each director by first class mail, postage prepaid, at least three (3) days before the date of the meeting.  Notice of any meeting may be waived in writing or by electronic transmission at any time before or after the meeting and will be waived by any director by attendance thereat, except when

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the director attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

(e)Waiver of Notice.  The transaction of all business at any meeting of the Board of Directors, or any committee thereof, however called or noticed, or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present and if, either before or after the meeting, each of the directors not present who did not receive notice shall sign a written waiver of notice or shall waive notice by electronic transmission.  All such waivers shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 4.8Quorum and Voting.

(a)Unless the Certificate of Incorporation requires a greater number, a quorum of the Board of Directors shall consist of a majority of the exact number of directors fixed from time to time by the Board of Directors in accordance with the Certificate of Incorporation; provided, however, at any meeting, whether a quorum be present or otherwise, a majority of the directors present may adjourn from time to time until the time fixed for the next regular meeting of the Board of Directors, without notice other than by announcement at the meeting.

(b)At each meeting of the Board of Directors at which a quorum is present, all questions and business shall be determined by the affirmative vote of a majority of the directors present, unless a different vote be required by law, the Certificate of Incorporation or these Bylaws.

Section 4.9Action Without Meeting.  Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board of Directors or committee, as the case may be, consent thereto in writing or by electronic transmission, and such writing or writings or transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or committee.  Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 4.10Fees and Compensation.  Directors shall be entitled to such compensation for their services as may be approved by the Board of Directors, including, if so approved, by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, for attendance at each regular or special meeting of the Board of Directors and at any meeting of a committee of the Board of Directors.  Nothing herein contained shall be construed to preclude any director from serving the corporation in any

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other capacity as an officer, agent, employee, or otherwise and receiving compensation therefor.

Section 4.11Committees.

(a)Executive Committee.  The Board of Directors may appoint an Executive Committee to consist of one (1) or more members of the Board of Directors.  The Executive Committee, to the extent permitted by law and provided in the resolution of the Board of Directors shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the DGCL to be submitted to stockholders for approval, or (ii) adopting, amending or repealing any bylaw of the corporation.

(b)Other Committees.  The Board of Directors may, from time to time, appoint such other committees as may be permitted by law, Such other committees appointed by the Board of Directors shall consist of one (1) or more members of the Board of Directors, and shall have such powers and perform such duties as may be prescribed by the resolution or resolutions creating such committees, but in no event shall any such committee have the powers denied to the Executive Committee in these Bylaws.

(c)Term.  The Board of Directors, subject to any requirements of any outstanding series of Preferred Stock and the provisions of subsections (a) or (b) of this Bylaw, may at any time increase or decrease the number of members of a committee or terminate the existence of a committee.  The membership of a committee member shall terminate on the date of his death or voluntary resignation from the committee or from the Board of Directors.  The Board of Directors may at any time for any reason remove any individual committee member and the Board of Directors may fill any committee vacancy created by death, resignation, removal or increase in the number of members of the committee.  The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee, and, in addition, in the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

(d)Meetings.  Unless the Board of Directors shall otherwise provide, regular meetings of the Executive Committee or any other committee appointed pursuant to this Section 4.11 shall be held at such times and places as are determined by the Board of Directors, or by any such committee, and when notice thereof has been given to each member of such committee, no further notice of such regular meetings need

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be given thereafter.  Special meetings of any such committee may be held at any place which has been determined from time to time by such committee, and may be called by any director who is a member of such committee, upon notice to the members of such committee of the time and place of such special meeting given in the manner provided for the giving of notice to members of the Board of Directors of the time and place of special meetings of the Board of Directors.  Notice of any special meeting of any committee may be waived in writing at any time before or after the meeting and will be waived by any director by attendance thereat, except when the director attends such special meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.  Unless otherwise provided by the Board of Directors in the resolutions authorizing the creation of the committee, a majority of the authorized number of members of any such committee shall constitute a quorum for the transaction of business, and the act of a majority of those present at any meeting at which a quorum is present shall be the act of such committee.

Section 4.12Organization.  At every meeting of the directors, the Chairman of the Board of Directors, or, if a Chairman has not been appointed or is absent, the President and Chief Executive Officer or if the President and Chief Executive Officer is absent, the most senior Vice President, (if a director) or, in the absence of any such person, a chairman of the meeting chosen by a majority of the directors present, shall preside over the meeting.  The Secretary, or in his absence, any Assistant Secretary directed to do so by the President and Chief Executive Officer, shall act as secretary of the meeting.

ARTICLE V
OFFICERS

Section 5.1Officers Designated.  The officers of the corporation shall include, if and when designated by the Board of Directors, the Chairman of the Board of Directors, the President, Chief Executive Officer, the Secretary and the Treasurer, all of whom shall be elected at the annual organizational meeting of the Board of Directors.  The Board of Directors may also appoint one or more Assistant Secretaries, Assistant Treasurers, Assistant Controllers and such other officers and agents with such powers and duties as it shall deem necessary, The Board of Directors may assign such additional titles to one or more of the officers as it shall deem appropriate.  Any one person may hold any number of offices of the corporation at any one time unless specifically prohibited therefrom by law.  The salaries and other compensation of the officers of the corporation shall be fixed by or in the manner designated by the Board of Directors.

Section 5.2Tenure and Duties of Officers.

(a)General.  All officers shall hold office at the pleasure of the Board of Directors and until their successors shall have been duly elected and qualified, unless sooner removed.  Any officer elected or appointed by the Board of Directors may

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be removed at any time by the Board of Directors.  If the office of any officer becomes vacant for any reason, the vacancy may be filled by the Board of Directors.

(b)Duties of Chairman of the Board of Directors.  The Chairman of the Board of Directors, when present, shall preside at all meetings of the stockholders and the Board of Directors.  The Chairman of the Board of Directors shall perform other duties commonly incident to the office and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time.

(c)Duties of President and Chief Executive Officer, The President and Chief Executive Officer shall preside at all meetings of the stockholders and at all meetings of the Board of Directors, unless the Chairman of the Board of Directors has been appointed and is present.

(d)Duties of Secretary.  The Secretary shall attend all meetings of the stockholders and of the Board of Directors and shall record all acts and proceedings thereof in the minute book of the corporation.  The Secretary shall give notice in conformity with these Bylaws of all meetings of the stockholders and of all meetings of the Board of Directors and any committee thereof requiring notice.  The Secretary shall perform all other duties provided for in these Bylaws and other duties commonly incident to the office and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time.  The President and Chief Executive Officer may direct any Assistant Secretary to assume and perform the duties of the Secretary in the absence or disability of the Secretary, and each Assistant Secretary shall perform other duties commonly incident to the office and shall also perform such other duties and have such other powers as the Board of Directors or the President and Chief Executive Officer shall designate from time to time.

(e)Duties of Treasurer.  The Treasurer shall keep or cause to be kept the books of account of the corporation in a thorough and proper manner and shall render statements of the financial affairs of the corporation in such form and as often as required by the Board of Directors or the President and Chief Executive Officer.  The Treasurer, subject to the order of the Board of Directors, shall have the custody of all funds and securities of the corporation.  The Treasurer shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors or the President and Chief Executive Officer shall designate from time to time.

Section 5.3Delegation of Authority.  The Board of Directors may from time to time delegate the powers or duties of any officer to any other officer or agent, notwithstanding any provision hereof.

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Section 5.4Resignations.  Any officer may resign at any time by giving notice in writing or by electronic transmission notice to the Board of Directors or to the President and Chief Executive Officer or to the Secretary.  Any such resignation shall be effective when received by the person or persons to whom such notice is given, unless a later time is specified therein, in which event the resignation shall become effective at such later time.  Unless otherwise specified in such notice, the acceptance of any such resignation shall not be necessary to make it effective.  Any resignation shall be without prejudice to the rights, if any, of the corporation under any contract with the resigning officer.

Section 5.5Removal.  Any officer may be removed from office at any time, either with or without cause, by the affirmative vote of a majority of the directors in office at the time, or by the unanimous written consent of the directors in office at the time, or by any committee or superior officers upon whom such power of removal may have been conferred by the Board of Directors.

ARTICLE VI
EXECUTION OF CORPORATE INSTRUMENTS AND VOTING
OF SECURITIES OWNED BY THE CORPORATION

Section 6.1Execution of Corporate Instruments.  The Board of Directors may, in its discretion, determine the method and designate the signatory officer or officers, or other person or persons, to execute on behalf of the corporation any corporate instrument or document, or to sign on behalf of the corporation the corporate name without limitation, or to enter into contracts on behalf of the corporation, except where otherwise provided by law or these Bylaws, and such execution or signature shall be binding upon the corporation.

All checks and drafts drawn on banks or other depositaries on funds to the credit of the corporation or in special accounts of the corporation shall be signed by such person or persons as the Board of Directors shall authorize so to do.

Unless authorized or ratified by the Board of Directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

Section 6.2Voting of Securities Owned by the Corporation.  All stock and other securities of other corporations owned or held by the corporation for itself, or for other parties in any capacity, shall be voted, and all proxies with respect thereto shall be executed, by the person authorized so to do by resolution of the Board of Directors, or, in the absence of such authorization, by the Chairman of the Board of Directors or the President and Chief Executive Officer.

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ARTICLE VII
SHARES OF STOCK

Section 7.1Form and Execution of Certificates.  Certificates for the shares of stock of the corporation shall be in such form as is consistent with the Certificate of Incorporation and applicable law.  Every holder of stock in the corporation shall be entitled to have a certificate signed by or in the name of the corporation by the Chairman of the Board of Directors, or the President and Chief Executive Officer and by the Treasurer or Assistant Treasurer or the Secretary or Assistant Secretary, certifying the number of shares owned by him in the corporation.  Any or all of the signatures on the certificate may be facsimiles.  In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued with the same effect as if he were such officer, transfer agent, or registrar at the date of issue.  Each certificate shall state upon the face or back thereof, in full or in summary, all of the powers, designations, preferences, and rights, and the limitations or restrictions of the shares authorized to be issued or shall, except as otherwise required by law, set forth on the face or back a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional, or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.  Within a reasonable time after the issuance or transfer of uncertificated stock, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to this section or otherwise required by law or with respect to this section a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Section 7.2Lost Certificates.  A new certificate or certificates shall be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed.  The corporation may require, as a condition precedent to the issuance of a new certificate or certificates, the owner of such lost, stolen, or destroyed certificate or certificates, or the owner’s legal representative, to agree to indemnify the corporation in such manner as it shall require or to give the corporation a surety bond in such form and amount as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen, or destroyed.

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Section 7.3Transfers.

(a)Transfers of record of shares of stock of the corporation shall be made only upon its books by the holders thereof, in person or by attorney duly authorized, and upon the surrender of a properly endorsed certificate or certificates for a like number of shares.

(b)The corporation shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes of stock of the corporation to restrict the transfer of shares of stock of the corporation of any one or more classes owned by such stockholders in any manner not prohibited by the DGCL.

Section 7.4Fixing Record Dates.

(a)In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix, in advance, a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, subject to applicable law, not be more than sixty (60) nor less than ten (10) days before the date of such meeting.  If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.  A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

(b)In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors.  Any stockholder of record seeking to have the stockholders authorize or take corporate action by written consent shall, by written notice to the Secretary, request the Board of Directors to fix a record date.  The Board of Directors shall promptly, but in all events within ten (10) days after the date on which such a request is received, adopt a resolution fixing the record date.  If no record date has been fixed by the Board of Directors within ten (10) days of the date on which such a request is received, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the

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corporation by delivery to its registered office in the State of Delaware, its principal place of business or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded.  Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.  If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

(c)In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action.  If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

Section 7.5Registered Stockholders.  The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VIII
OTHER SECURITIES OF THE CORPORATION

Section 8.1Execution of Other Securities.  All bonds, debentures and other corporate securities of the corporation, other than stock certificates (covered in Section 7.1 of these Bylaws), may be signed by the Chairman of the Board of Directors, the President and Chief Executive Officer or any Vice President, or such other person as may be authorized by the Board of Directors, and the corporate seal impressed thereon or a facsimile of such seal imprinted thereon and attested by the signature of the Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer; provided, however, that where any such bond, debenture or other corporate security shall be authenticated by the manual signature, or where permissible facsimile signature, of a trustee under an indenture pursuant to which such bond, debenture or other corporate security shall be issued, the signatures of the persons signing and attesting the corporate seal on such bond, debenture or other corporate security may be the imprinted facsimile of the signatures of such persons.  Interest coupons appertaining to any such bond, debenture or

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other corporate security, authenticated by a trustee as aforesaid, shall be signed by the Treasurer or an Assistant Treasurer of the corporation or such other person as may be authorized by the Board of Directors, or bear imprinted thereon the facsimile signature of such person.  In case any officer who shall have signed or attested any bond, debenture or other corporate security, or whose facsimile signature shall appear thereon or on any such interest coupon, shall have ceased to be such officer before the bond, debenture or other corporate security so signed or attested shall have been delivered, such bond, debenture or other corporate security nevertheless may be adopted by the corporation and issued and delivered as though the person who signed the same or whose facsimile signature shall have been used thereon had not ceased to be such officer of the corporation.

ARTICLE IX
DIVIDENDS

Section 9.1Declaration of Dividends.  Dividends upon the capital stock of the corporation, subject to the provisions of the Certificate of Incorporation and applicable law, if any, may be declared by the Board of Directors pursuant to law at any regular or special meeting.  Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation and applicable law.

Section 9.2Dividend Reserve.  Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the Board of Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the Board of Directors shall think conducive to the interests of the corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.

ARTICLE X
FISCAL YEAR

Section 10.1Fiscal Year.  The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.

ARTICLE XI
INDEMNIFICATION

Section 11.1Indemnification of Directors, Executive Officers, Other Officers, Employees and Other Agents.

(a)Directors and Officers.  The corporation shall indemnify its directors and officers to the fullest extent not prohibited by the DGCL or any other applicable law; provided, however, that the corporation may modify the extent of such

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indemnification by individual contracts with its directors and officers; and, provided, further, that the corporation shall not be required to indemnify any director or officer in connection with any proceeding (or part thereof) initiated by such person unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the corporation, (iii) such indemnification is provided by the corporation, in its sole discretion, pursuant to the powers vested in the corporation under the DGCL or any other applicable law or (iv) such indemnification is required to be made under subsection (d).

(b)Employees and Other Agents.  The corporation shall have power to indemnify its employees and other agents as set forth in the DGCL or any other applicable law.  The Board of Directors shall have the power to delegate the determination of whether indemnification shall be given to any such person as the Board of Directors shall determine.

(c)Expenses.  The corporation shall advance to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request therefor, all expenses incurred by any director or officer in connection with such proceeding, provided, however, that, if the DGCL requires, an advancement of expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the corporation of an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such indemnitee is not entitled to be indemnified for such expenses under this Section 11.1 or otherwise.

Notwithstanding the foregoing, unless otherwise determined pursuant to paragraph (e) of this Bylaw, no advance shall be made by the corporation to an officer of the corporation (except by reason of the fact that such officer is or was a director of the corporation, in which event this paragraph shall not apply) in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made (i) by a majority vote of a quorum consisting of directors who were not parties to the proceeding, even if not a quorum, or (ii) by a committee of such directors designated by a majority of such directors, even though less than a quorum, or (iii) if there are no such directors, or such directors so direct, by independent legal counsel in a written opinion, that the facts known to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad

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faith or in a manner that such person did not believe to be in or not opposed to the best interests of the corporation.

(d)Enforcement.  Without the necessity of entering into an express contract, all rights to indemnification and advances to directors and officers under this Bylaw shall be deemed to be contractual rights and be effective to the same extent and as if provided for in a contract between the corporation and the director or officer.  Any right to indemnification or advances granted by this Bylaw to a director or officer shall be enforceable by or on behalf of the person holding such right in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor.  The claimant in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting the claim.  In connection with any claim for indemnification, the corporation shall be entitled to raise as a defense to any such action that the claimant has not met the standards of conduct that make it permissible under the DGCL or any other applicable law for the corporation to indemnify the claimant for the amount claimed.  In connection with any claim by an officer of the corporation (except in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such officer is or was a director of the corporation) for advances, the corporation shall be entitled to raise a defense as to any such action clear and convincing evidence that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the corporation, or with respect to any criminal action or proceeding that such person acted without reasonable cause to believe that his conduct was lawful.  Neither the failure of the corporation (including its Board of Directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct set forth in the DGCL or any other applicable law, nor an actual determination by the corporation (including its Board of Directors, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that claimant has not met the applicable standard of conduct.

(e)Non Exclusivity of Rights.  The rights conferred on any person by this Bylaw shall not be exclusive of any other right which such person may have or hereafter acquire under any applicable statute, provision of the Certificate of Incorporation, Bylaws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding office.  The corporation is specifically authorized to enter into individual contracts with any or all of its directors, officers, employees or agents respecting indemnification and advances, to the fullest extent not prohibited by the DGCL or any other applicable law.

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(f)Survival of Rights.  The rights conferred on any person by this Bylaw shall continue as to a person who has ceased to be a director, officer, employee or other agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

(g)Insurance.  To the fullest extent permitted by the DGCL, or any other applicable law, the corporation, upon approval by the Board of Directors, may purchase insurance on behalf of any person required or permitted to be indemnified pursuant to this Bylaw.

(h)Amendments.  Any repeal or modification of this Bylaw shall only be prospective and shall not affect the rights under this Bylaw in effect at the time of the alleged occurrence of any action or omission to act that is the cause of any proceeding against any agent of the corporation.

(i)Saving Clause.  If this Bylaw or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the corporation shall nevertheless indemnify each director and officer to the full extent not prohibited by any applicable portion of this Bylaw that shall not have been invalidated, or by any other applicable law.  If this Section 11.1 shall be invalid due to the application of the indemnification provisions of another jurisdiction, then the corporation shall indemnify each director and officer to the full extent under applicable law.

(j)Certain Definitions.  For the purposes of this Bylaw, the following definitions shall apply:

(1)The term “proceeding” shall be broadly construed and shall include, without limitation, the investigation, preparation, prosecution, defense, settlement, arbitration and appeal of, and the giving of testimony in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative.

(2)The term “expenses” shall be broadly construed and shall include, without limitation, court costs, attorneys’ fees, witness fees, fines, amounts paid in settlement or judgment and any other costs and expenses of any nature or kind incurred in connection with any proceeding.

(3)The term the “corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation,

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partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Bylaw with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.

(4)References to a “director,” “executive officer,” “officer,” “employee,” or “agent” of the corporation shall include, without limitation, situations where such person is serving at the request of the corporation as, respectively, a director, executive officer, officer, employee, trustee or agent of another corporation, partnership, joint venture, trust or other enterprise.

(5)References to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this Bylaw.

ARTICLE XII
NOTICES

Section 12.1Notices.

(a)Notice to Stockholders.  Whenever, under any provisions of these Bylaws, notice is required to be given to any stockholder, it shall be given in writing, timely and duly deposited in the United States mail, postage prepaid, and addressed to his last known post office address as shown by the stock record of the corporation or its transfer agent.

(b)Notice to Directors.  Any notice required to be given to any director may be given by the method stated in subsection (a), or as provided for in Section 4.7 of these Bylaws.  If such notice is not delivered personally, it shall be sent to such address as such director shall have filed in writing with the Secretary, or, in the absence of such filing, to the last known post office address of such director.

(c)Affidavit of Mailing.  An affidavit of mailing, executed by a duly authorized and competent employee of the corporation or its transfer agent appointed with respect to the class of stock affected or other agent, specifying the name and address or the names and addresses of the stockholder or stockholders, or director or directors, to whom any such notice or notices was or were given, and the time and

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method of giving the same, shall in the absence of fraud, be prima facie evidence of the facts therein contained.

(d)Methods of Notice.  It shall not be necessary that the same method of giving notice be employed in respect of all recipients of notice, but one permissible method may be employed in respect of any one or more, and any other permissible method or methods may be employed in respect of any other or others.

(e)Notice to Person with Whom Communication Is Unlawful.  Whenever notice is required to be given, under any provision of law or of the Certificate of Incorporation or Bylaws of the corporation, to any person with whom communication is unlawful, the giving of such notice to such person shall not be required and there shall be no duty to apply to any governmental authority or agency for a license or permit to give such notice to such person.  Any action or meeting which shall be taken or held without notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given.  In the event that the action taken by the corporation is such as to require the filing of a certificate under any provision of the DGCL, the certificate shall state, if such is the fact and if notice is required, that notice was given to all persons entitled to receive notice except such persons with whom communication is unlawful.

ARTICLE XIII
AMENDMENTS

Section 13.1Amendments.  The Board of Directors is expressly empowered to adopt, amend or repeal Bylaws of the corporation.  The stockholders shall also have power to adopt, amend or repeal the Bylaws of the corporation; provided, however, that, in addition to any vote of the holders of any class or series of stock of the corporation required by law or by the Certificate of Incorporation, the affirmative vote of the holders of at least a majority of the voting power of all of the then-outstanding shares of the capital stock of the corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to adopt, amend or repeal any provision of the Bylaws of the corporation.

ARTICLE XIV
LOANS TO OFFICERS

Section 14.1Loans to Officers.  The corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiaries, including any officer or employee who is a director of the corporation or its subsidiaries, whenever, in the judgment of the Board of Directors, such loan, guarantee or assistance may reasonably be expected to benefit the corporation.  The loan, guarantee or other assistance may be with or without interest and may be unsecured, or secured in such manner as the Board of Directors shall approve, including,

22

without limitation, a pledge of shares of stock of the corporation.  Nothing in these Bylaws shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the corporation at common law or under any statute.

23

CERTIFICATE OF SECRETARY

I hereby certify that:

I am the duly elected and acting Secretary of Arizona Oasis Acquisition, Inc., a Delaware corporation (the “Corporation”); and

Attached hereto is a complete and accurate copy of the Bylaws of the Corporation as duly adopted by the Board of Directors of the Corporation by Written Consent on the date hereof and said Bylaws are presently in effect,

IN WITNESS WHEREOF, I have hereunto subscribed my name as of the 20th day of September, 2007.

/s/ Todd Zimmerman

Todd Zimmerman, Secretary

EX-3.71

Exhibit 3.71

CERTIFICATE OF INCORPORATION
OF
AMB-U-CHAIR Coaches, Inc.

Under Section 402 of the Business Corporation Law.

IT IS HEREBY CERTIFIED THAT:

1. The name of the proposed corporation is AMB-U-CHAIR Coaches, Inc.

2. The purpose or purposes for which this corporation is formed are as follows, to wit:

A. To engage in, conduct, and carry on, in all its various branches the business of ambulance service and the business of transport of medically handicapped or otherwise disabled persons for itself or for others for hire by means of ambulances, invalid coaches and vehicles of every kind and nature and description.

B. To build, construct, lease or otherwise acquire, maintain, own, utilize and operate buildings, storage houses, and garages for the storing, repairing, caring for and keeping for hire therein ambulances, invalid coaches and vehicles of every nature, kind and description.

C. To buy, sell, lease (either as lessee or lessor) or in any other manner acquire, sell, use, operate, rent, hire, furnish and grant the use of and generally deal in medical supplies, hospital supplies and equipment, and deal with hospitals, nursing homes , doctors, surgeons and all other users.

D. To invest its funds in, and to purchase or otherwise acquire and deal in corporate stocks, bonds, debentures, notes, evidences of indebtedness and other securities issued or created by others.

E. To buy or otherwise acquire, hold, own, sell, assign, transfer, make loans upon, mortgage, pledge, exchange, invest in, deal in, issue, draw, make, accept, endorse, execute, guarantee, agree to repurchase, have discounted, rediscount or otherwise dispose of open accounts receivable, promissory notes, acceptances, finance bills, conditional sales contracts, liens, leases, mortgages, warehouse and trust receipts, bills of lading, warrants, stocks, bonds, securities and other negotiable or transferrable instruments, evidences of indebtedness, and contracts, including personal property and choses in action of any and every kind, nature and description, either with or without recourse, in furtherance of its corporate business.

F. To improve, manage, develop, sell, assign, transfer, lease, mortgage, pledge or otherwise dispose of or turn to account or deal with all or any part of the property of the Corporation and from time to time to vary any investment or employment of capital of the Corporation.

G. To borrow money, and to make and issue notes, bonds, debentures, obligations and evidence of indebtedness of all kinds, whether secured by mortgage, pledge or otherwise,

without limit as to amount, and to secure the same by mortgage, pledge or otherwise; and generally to make and perform agreements and contracts of every kind and description, to the same extent as a natural person might or could do.

H. To purchase or otherwise acquire and to hold, own, maintain, work, develop, sell, lease, exchange, hire, convey, mortgage or otherwise dispose of and deal in lands and leaseholds and any interest, estate and rights in real property, and any personal or mixed property, and any franchise, rights, licenses or privileges necessary, convenient or appropriate for any of the purposes herein expressed.

I. To do all and every thing necessary, suitable and proper for the accomplishment of any of the purposes of the attainment of any of the objects or the furtherance of any of the powers hereinbefore set forth, either alone or in association with other corporations, firms or individuals, and to do every other act or acts, thing or things incidental or appurtenant to or growing out of or connected with the aforesaid business or powers or any part or parts thereof, provided the same is not inconsistent with the laws under which this Corporation is organized.

J. To acquire by purchase, subscription or otherwise, and to hold for investment or otherwise and to use, sell, assign, transfer, mortgage, pledge or otherwise deal with or dispose of stocks, bonds or other obligations or securities of any corporation or corporations; to merge or consolidate with any corporation in such manner as may be permitted by law; to aid in any manner any corporation whose stocks, bonds or other obligations are held or in any manner guaranteed by this Corporation, or in which this Corporation is in any way interested; and to do all other acts or things for the preservation, protection, improvement or enhancement of the value of any such stocks, bonds or other obligations, and while owner of any such stocks, bonds or other obligations, to exercise all the rights, powers and privileges of ownership thereof, and to exercise any and all voting powers thereon; to guarantee the payment of dividends upon any stock or the principal or interest or both, of any bonds or other obligations and the performance of any contracts in furtherance of its corporate business.

K. Except as may otherwise be specifically provided in this Certificate of Incorporation, no provision of this Certificate of Incorporation is intended by the Corporation to be construed as limiting, prohibiting, denying or abrogating any of the general or specific powers or rights conferred under the Business Corporation Law upon the Corporation, upon its shareholders, bondholders and security holders and upon its directors, officers and other corporate personnel. The Corporation, in furtherance of its corporate purposes above set forth, shall have all of the powers enumerated in Section 202 of the Business Corporation Law, subject to any limitations provided in the Business Corporation Law or any statute of the State of New York.

Section I

No holder of shares of the Corporation shall be entitled to subscribe for, purchase or otherwise acquire any shares of the Corporation which the Corporation proposes to grant for the purchase of shares of any class of the Corporation or for the purchase of any shares, bonds, securities or obligations of the corporation which are convertible into or exchangeable for, or which carry any rights to subscribe for, purchase or otherwise acquire shares of any Class of the Corporation; and

any and all of such shares, bonds, securities or obligations of the Corporation, whether now or hereafter authorized or created, may be issued, or may be reissued or transferred, if the same have been reacquired and have treasury status, and any and all of such rights and options may be granted by the Board of Directors to such persons, firms, corporations and associations, and for such lawful consideration, and on such terms, as the Board of Directors in its discretion may determine, without offering the same or any thereof to any said holder.

Section II

A. Directors need not be shareholders of the Corporation.

B. The powers of this Corporation shall be exercised through a Board of Directors and by such committees, officers and agents as the Board of Directors may appoint or elect. In addition to the powers and authorities hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the statutes of New York, of this Certificate and to any by-laws from time to time made by the shareholders.

C. The number of directors of the Corporation shall be as specified in the By-Laws of the Corporation, but such number may from time to time be increased or decreased in such manner as may be prescribed by the By-Laws. In no event shall the number of Directors be less than the minimum number prescribed by law. The election of Directors need not be by ballot.

Section III

1. In furtherance and not in limitation of the powers conferred by the laws of the State of New York, the Board of Directors is expressly authorized and empowered:

(a) To make, alter, amend and repeal By-Laws subject to the power of the shareholders to alter or repeal the By-Laws made by the Board of Directors.

(b) Subject to the applicable provisions of the By-Laws then in effect, to determine, from time to time, whether and to what extent and at what times and places and under what conditions and regulations the accounts and books of the corporation, or any of them, shall be open to the inspection of the shareholders, and no shareholder shall have any right to inspect any account or book or document of the corporation, except as conferred by the laws of the State of New York, unless and until authorized so to do by the resolution of the Board of Directors or of the stockholders of the corporation.

(c) Without the assent or vote of the shareholders, to authorize and issue obligations of the corporation, secured or unsecured, to include therein such provisions as to redeemability, convertibility or otherwise, as the Board of Directors, in its sole discretion, may determine, and to authorize the mortgaging or pledging, as security therefor, of any property of the corporation; real or personal, including after-acquired property.

(d) To establish bonus, profit-sharing or other types of incentive or compensation plans for the employees (including officers and directors) of the corporation and to fix the amount of profits to be distributed or shared and to determine the persons to participate in any such plans and the amounts of their respective participations.

(e) To mortgage, pledge or create a security interest in all or substantially all of the corporate property.

Section IV

A. Any director or any officer elected or appointed by the stockholders or by the Board of Directors may be removed at any time in such manner as shall be provided in the By-Laws of the Corporation.

B. No contract or other transaction between the corporation and one or more of its directors, or between the corporation and any other corporation, firm, association or other entity in which one or more of its directors are directors or officers, are financially interested, shall be either void or voidable by reason that such director or directors are present at the meeting of the board, or of a committee thereof, which authorizes such contract or transaction, or that his or their votes are counted for such purpose:

1. If the fact of such common directorship, officership or financial interest is disclosed or known to the Board or committee, and the Board or committee authorizes such contract or transaction by a vote sufficient for such purpose without counting the vote or votes of such interested director or directors;

2. If such common directorship, officership or financial interest is disclosed or known to the shareholders entitled to vote thereon, and such contract or transaction is approved by vote of the shareholders; or

3. If the contract or transaction is fair and reasonable as to the corporation at the time it is authorized by the Board, a committee or the shareholders.

4. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board or of a committee which authorizes such contract or transaction.

3. The office of the Corporation is to be located in the County of Queens, City of New York.

4. The aggregate number of shares which the Corporation shall be authorized to issue is 10,000 shares, all of which shall be of a par value of one (1 cent(s)) cent per share.

The authorized shares of the Corporation may be issued and sold by the Corporation for such consideration as from time to time may be fixed by the Board of Directors, which consideration shall be “not less then the par value thereof”.

5. The Secretary of State of the State of New York is hereby designated as the agent of the Corporation upon whom any process in any action or proceeding against the Corporation may be served. The post office address within the State of New York to which the Secretary of State shall mail a copy of any process in any action or proceeding against the Corporation served upon him is : 150 Broadway, New York N. Y. Suite 1604.

6. The duration of the Corporation is to be perpetual.

7. The undersigned incorporator, or each of them, if there are more than one, is of the age of 21 years or over.

IN WITNESS WHEREOF this certificate has been subscribed this 27 day of March, 1968, by the undersigned, who affirms that the statements made herein are true under the penalties of perjury.

/s/ [Morton Hochberg]

MORTON HOCHBERG

63-35 Pleasant View Street

Middle Village, Queens, N. Y.

CERTIFICATE OF INCORPORATION

OF

AMB-U-CHAIR Coaches, Inc.

ISIDORE M. TOWBIS

150 Broadway

New York, N. Y. 10038

R 385—Certificate of Amendment of Certificate of Incorporation; Business Corporation Law Section 805.

COPYRIGHT-1972 BY JULIUS BLUMBERG, INC., LAW BLANK PUBLISHERS 80 EXCHANGE PLACE AT BROADWAY, NEW YORK

Certificate of Amendment of the Certificate of Incorporation of AMB-U-CHAIR COACHES, INC. under Section 805 of the Business Corporation Law

IT IS HEREBY CERTIFIED THAT:

(1) The name of the corporation is

AMB-U-CHAIR COACHES, INC.

(2) The certificate of incorporation was filed by the department of state on the 8 day of April 1968.

(3) The certificate of incorporation of this corporation is hereby amended to effect the following change:

Paragraph 1 is to be changed.

The name of the corporation is to be changed-which currently reads and as “AMB-U-CHAIR COACHES, INC.” to be as follows:

Paragraph 1.

The name of the proposed corporation is AMBUCHAIR SURGICAL SUPPLY CORP.

Paragraph 5 is to be changed, which currently provides and designates The address to which service of process shall be mailed. The address is to be changed. Paragraph 5 currently reads and is as follows:

“The Secretary of State of the State of New York is hereby designated as agent of the corporation upon whom any process in any action or proceeding against the corporation may be served. The post office address within the State of New York to which the Secretary of State shall mail a copy of any process in any action or proceeding against the corporation, served upon him is 150 Broadway, New York, N.Y. Suite 1604.

and is to provide and read as follows:

Paragraph. 5. “ The Secretary of State of the State of New York is hereby designated as the agent of the Corporation upon whom any process in any action or proceeding against the corporation may be served. The post office address within the State of New York to which the Secretary of State shall mail a copy of any process in any action or proceeding against the corporation served upon him is 12 Chadwick Road, Great Neck, New York, 11023.

*Set forth the subject matter of each provision of the certificate of incorporation which is to be amended or eliminated and the text of the provision(s), if any, which are to be substituted or added. If an amendment provides for a change of issued shares, the number and kind of shares changed, the number and kind of shares resulting from such change and the terms of change. If an amendment makes two or more such changes, a like statement shall be included in respect to each change.

(4) The amendment to the certificate of incorporation was authorized:

*at a meeting of shareholders by vote of a majority of all the outstanding shares entitled to vote thereon.

*STRIKE OUT WHERE INAPPLICABLE

IN WITNESS WHEREOF, this certificate has been subscribed this 8 day of March 1977 by the undersigned who affirm(s) that the statements made herein are true under the penalties of perjury.

Type name	Capacity in which signed	Signature
ISIDORE M. TOWBIS	Shareholder President-Director	/s/ Isidore M. Towbis
LUCILLE S. TOWBIS	Shareholder Secretary-Director	/s/ Lucille s. Towbis

Certificate of Amendment of the Certificate of Incorporation of AMB-U-CHAIR COACHES, INC. under Section 805 of the Business Corporation Law

Filed By:

ISIDORE M. TOWBIS

Address:

12 Chadwick Road

Great Neck, New York 11023

(516) 482-8628

R 385 Certificate of Amendment of Certificate of Incorporation;

Business Corporation Law Section 805

Copyright 1972 JULIUS BLUMBERG, INC. LAW BLANK PUBLISHERS

80 EXCHANGE PLACE AT BROADWAY, NEW YORK

Certificate of Amendment of the Certificate of Incorporation of AMBUCHAIR SURGICAL SUPPLY CORP. under Section 805 of the Business Corporation Law

IT IS HEREBY CERTIFIED THAT:

(1) The name of the corporation is AMBUCHAIR SURGICAL SUPPLY CORP.

(2) The certificate of incorporation was filed by the department of state on the 8 day of April 1968 under the corporate name AMB-U-CHAIR COACHES, INC. The name of the corporaiton was changed on the 1 day of April 1977 to AMBUCHAIR SURGICAL SUPPLY CORP.

(3) The certificate of incorporation of this corporation is hereby amended to effect the following change*

Paragraph 1. The name of the corporation is to be changed, it currently reads “AMBUCHAIR SURGICAL SUPPLY CORP.

to read as follows:

Paragraph 1. The name of the proposed corporation is

“AMB-U-CHAIR COACHES, INC.

*Set forth the subject matter of each provision of the certificate of incorporation which is to be amended or eliminated and the text of the provision(s), if any, which are to be substituted or added. If an amendment provides for a change of issued shares, the number and kind of shares changed, the number and kind of shares resulting from such change and the terms of change. If an amendment makes two or more such changes, a like statement shall be included in respect to each change.

(4) The amendment to the certificate of incorporation was authorized:

*at a meeting of shareholders by vote of a majority of all the outstanding shares entitled to vote thereon.

*STRIKE OUT WHERE INAPPLICABLE

IN WITNESS WHEREOF, this certificate has been subscribed to this 4 day of Apri1 1977 by the undersigned who affirm(s) that the statements made herein are true under the penalties of perjury.

Type name	Capacity in which signed	Signature
ISIDORE M. TOWBIS	President-Director Shareholder	/s/ Isidore M. Towbis
LUCILLE S. TOWBIS	Secretary-Director Shareholder	/s/ Lucille S. Towbis

Certificate of Amendment of the Certificate of Incorporation of AMBUCHAIR SURGICAL SUPPLY CORP, under Section 805 of the Business Corporation Law

Filed By:

ISIDORE M. TOWBIS

Address:

12 Chadwick Road

Great Neck, N.Y. 11023

R 385—Certificate of Amendment of Certificate of Incorporation;

Business Corporation Law Section 805.

COPYRIGHT 1972 BY JULIUS BLUMBERG, INC., LAW BLANK PUBLISHERS

80 EXCHANGE PLACE AT BROADWAY, NEW YORK

Certificate of Amendment of the Certificate of Incorporation of AMB - U - CHAIR COACHES, INC. under Section 805 of the Business Corporation Law

IT IS HEREBY CERTIFIED THAT:

(1) The name of the corporation is AMB-U-CHAIR COACHES, INC.

(2) The certificate of incorporation was filed by the department of state on the 8th day of April 1968, under the corporate name of AMB-U-CHAIR COACHES, INC.

A certificate of Amendment of the Certificate of Incorporation was filed on the 7th day of April 1977 changing the name of the corporation to AMBUCHAIR SURGICAL SUPPLY CORP. and changing the address to which service of process shall be mailed. A second amendment to the certificate of incorporation was filed on the 20th day of April, 1977 changing the name of the corporation back to AMB-U-CHAIR COACHES, INC.

(3) The certificate of incorporation is hereby amended to effect the following changes:

Paragraph l currently reads as follows:

“The name of the proposed corporation is AMB-U-CHAIR COACHES INC.”

Paragraph 1 is to be amended to read as follows:

“The names of the proposed corporation is ASSOCIATED AMBULANCE SERVICE INC.”

Paragraph 5 currently reads as follows:

“The Secretary of State of the State of New York is hereby designated as the agent of the Corporation upon whom any process in any action or proceeding against the corporation may be served. The post office address within the State of New York to which the Secretary of State shall mail a copy of any process in any action or proceeding against the corporation served upon him is 12 Chadwick Road, Great Neck, New York 11023.

Paragraph 5 is to be amended to provide and read as follows:

“The Secretary of the State of the State of New York is hereby designated as the agent of the corporation upon whom any process in any action or proceeding against the corporation may be served. The post office address within the State of New York to which the Secretary of State shall mail a copy of any process in any action or proceeding against the corporation served upon him is 26-07 94th Street, Jackson Heights, New York 11369.

*Set forth the subject matter of each provision of the certificate of incorporation which is to be amended or eliminated and the text of the provision(s), if any, which are to be substituted or added. If an amendment provides for a change of issued shares, the number and kind of shares changed, the number and kind of shares resulting from such change and the terms of change. If an amendment makes two or more such changes, a like statement shall be included in respect to each change.

(4) The amendment to the certificate of incorporation was authorized:

*at a meeting of shareholders by vote of a majority of all the outstanding shares entitled to vote thereon.

*STRIKE OUT WHERE INAPPLICABLE.

CERTIFICATE OF CHANGE

OF

ASSOCIATED AMBULANCE SERVICE, INC.

UNDER SECTION 805-A OF THE BUSINESS CORPORATION LAW

WE, THE UNDERSIGNED, Robert. E Jarrett and Robert H. Byrne, being respectively the Vice-President, Financial Operations and Secretary of Associated Ambulance Service, Inc. hereby certify:

1. The name of the corporation is Associated Ambulance Service, Inc. It was incorporated under the name AMB-U-CHAIR Coaches, Inc.

2: The Certificate of Incorporation of said corporation was filed by the Department of State on April 8, 1968.

3. The following was authorized by the Board of Directors:

A. To change the location of the corporation’s office in New York from the County of Queens to the County of New York.

B. To change the post office address to which the Secretary of State shall mail a copy of process in any action or proceeding against the corporation which may be served on him from c/o The Corporation, 12 Chadwick Rd., Great Neck, NY 11023, to c/o C T Corporation, 1633 Broadway, New York, New York 10019.

C. To designate the registered agent in New York upon whom all process against the corporation may be served on as C T Corporation System, 1633 Broadway, New York 10019.

IN WITNESS WHEREOF, we have signed this Certificate on the 18 day of April, 1995 and we affirm the statements contained therein as true under penalties of perjury.

/s/ [Robert E. Jarrett]

Robert E. Jarrett - Vice-President,

Financial Operations

/s/ [Robert H. Byrne]

Robert H. Byrne, Secretary

CERTIFICATE OF CHANGE

OF

ASSOCIATED AMBULANCE SERVICE, INC.

UNDER SECTION 805-A OF THEE BUSINESS CORPORATION LAW

Beth A Sappelt-Skumac, LA

Laidlaw Transit, Inc.

3221 North Service Road

Burlington Ont. L7R 3Y8 Canada

CERTIFICATE OF MERGER

OF

Associated Ambulance Service, Inc.

Adam Transportation, Inc,

Park Ambulance Service, Inc.,

Five Counties Ambulance Service, Inc.

Sunrise Handicap Transport Corp.

INTO

MEDTRANS OF NEW YORK, INC.

We, the undersigned, Michael Forsayeth and Robert H. Byrne, being respectively the Vice-President and the Secretary of MedTrans of New York, Inc., and Michael Forsayeth and Robert H. Byrne, being respectively the Vice-President and Secretary of Associated Ambulance Service, Inc., Adam Transportation, Inc., Park Ambulance Service, Five Counties Ambulance Service, Inc. and Sunrise Handicap Transport Corp. hereby certify:

1. (a) The name of each constituent is as follows:

MedTrans of New York, Inc.

Associated Ambulance Service, Inc.

Adam Transportation, Inc.

Park Ambulance Service, Inc.

Five Counties Ambulance Service, Inc.

Sunrise Handicap Transport Corp.

(b) The name of the surviving corporation is MedTrans of New York, Inc. and following the merger its name shall be MedTrans of New York Inc.

2. As to each constituent corporation, the designation and number of outstanding shares of each class and series and the voting rights thereof are as follows:

Name of Corporation

Designation of shares in each class or series outstanding

Class or Series of Shares entitled to Vote

Shares entitled to vote as a class or series

MedTrans of New York, Inc.	100 Common	Common	1
Associated Ambulance Service, Inc.	1,000 Common	Common	1
Adam Transportation, Inc., Inc.	100 Common	Common	1
Park Ambulance Service, Inc.	50 Common	Common	1

Five Counties Ambulance Service, Inc.	100 Common	Common	1
Sunrise Handicap Transport Corp.	100 Common	Common	1

3. There will be no amendments or changes made to the Certificate of Incorporation of the surviving corporation once the merger has taken place.

4. The date when the Certificate of Incorporation of each constituent corporation was filed by the Department of State is as follows:

Name of Corporation	Date of Incorporation
MedTrans of New York, Inc.	December 27, 1994
Associated Ambulance Service, Inc.	April 8, 1988 (under the name of AMB-U-Chair Coaches, Inc.)
Adam Transportation Services, Inc	December 23, 1988
Park Ambulance Service, Inc.	August 3, 1964 (under the name of Park Ambulance & Oxygen Services, Inc)
Five Counties Ambulance Service, Inc.	November 23, 1964
Sunrise Handicap Transport Corp.	May 11, 1981

5. The merger was adopted by each constituent corporation in the following manner.

(a) As to MedTrans of New York, Inc., by the unanimous written consent of the shareholders.

(b) As to Associated Ambulance Service, Inc.; by the unanimous written consent of the shareholders.

(c) As to Adam Transportation Services, Inc., by the unanimous written consent of the shareholders.

(d) As to Park Ambulance Service, Inc., by the unanimous written consent of the shareholders:

(e) As to Five Counties Ambulance Service, Inc., by the unanimous written consent of the shareholders.

(f) As to Sunrise Handicap Transport Corp., by the unanimous written consent of the shareholders.

6. The merger shall be effected on the 31st day of August, 1996.

IN WITNESS WHEREOF, we have signed this certificate on the day of August, 1996, and we affirm-the statements therein as true under penalties or perjury. .

MedTrans of New York, Inc.
By:	/s/ [Michael Forsayeth]
	Michael Forsayeth - Vice-President
By:	/s/ [Robert H. Byrne]
	Robert H. Byrne - Secretary
Associated Ambulance Service, Inc.
By:	/s/ [Michael Forsayeth]
	Michael Forsayeth - Vice-President
By:	/s/ [Robert H. Byrne]
	Robert H. Byrne - Secretary
Adam Transportation, Inc.
By:	/s/ [Michael Forsayeth]
	Michael Forsayeth - Vice-President
By:	/s/ [Robert H. Byrne]
	Robert H. Byrne - Secretary
SIGNATURES CONTINUED ...
Park Ambulance Service, Inc..
By: Michael Forsayeth - Vice-President
By:	/s/ [Robert H. Byrne]
	Robert H. Byrne - Secretary
Five Counties Ambulance Service, Inc.
By:	/s/ [Michael Forsayeth]

	Michael Forsayeth - Vice-President
By:	/s/ [Robert H. Byrne]
	Robert H. Byrne - Secretary
Sunrise Handicap Transport Corp.
By:	/s/ [Michael Forsayeth]
	Michael Forsayeth - Vice-President
By:	/s/ [Robert H. Byrne]
	Robert H. Byrne - Secretary

CERTIFICATE OF MERGER

OF

ASSOCIATED AMBULANCE SERVICE, INC.

ADAM TRANSPORTATION, INC.

PARK AMBULANCE SERVICE, INC.

FIVE COUNTIES AMBULANCE SERVICE, INC.

SUNRISE HANDICAP. TRANSPORT CORP.

INTO

MEDTRANS OF NEW YORK, INC.

UNDER SECTION 904 OF THE BUSINESS CORPORATION-LAW

LAIDLAW INC.

3221 N. SERVICE ROAD

BURLINGTON ONTARIO CANADA L7R 3Y8

At a Special Term of the Supreme Court of the State of New York, County of Albany, held at the Court House in Albany, New York, on the 18 day of March, 1997

PRESENT:

SUPREME COURT

COUNTY OF ALBANY

STATE OF NEW YORK

MEDTRANS OF NEW YORK,. INC., ASSOCIATED AMBULANCE SERVICE, INC., ADAM TRANSPORTATION SERVICE, INC., PARK AMBULANCE SERVICE, INC., FIVE COUNTIES AMBULANCE SERVICE, INC. AND SUNRISE HANDICAP TRANSPORT CORP. Plaintiffs,

- - AGAINST -

SECRETARY OF STATE OF THE STATE OF NEW YORK, Defendant.

ORDER

Plaintiffs, MEDTRANS OF NEW YORK, INC., ASSOCIATED AMBULANCE SERVICE, INC., ADAM TRANSPORTATION SERVICE, INC., PARK AMBULANCE SERVICE, INC., FIVE COUNTIES AMBULANCE SERVICE, INC. and SUNRISE HANDICAP TRANSPORT CORP. by their attorney, Lawrence A. Kirsch, Esq., by an Order To Show Cause having sought an Order in this court annulling the filing of the Certificate of Merger of the above named corporations into MEDTRANS OF NEW YORK, INC. filed on the 31st day of August, 1996, with the Division of Corporations of the New York State Secretary of State’s Office, and upon reading and filing the affidavit of Lawrence A. Kirsch, Esq., sworn to the 28th day of February, 1997, and the Defendant having no objection to such order, it is hereby

ORDERED, that the Certificate of Merger of ASSOCIATED AMBULANCE SERVICE, INC., ADAM TRANSPORTATION SERVICE, INC., PARK AMBULANCE SERVICE, INC., FIVE COUNTIES AMBULANCE SERVICE, INC. AND SUNRISE HANDICAP TRANSPORT CORP. into MEDTRANS OF NEW YORK, INC. filed in the Offices of the Division of Corporations of the New York Secretary of State’s Office on August 30, 1996, to be effective August 31, 1996 be annulled, and it is further

ORDERED, that the constituent corporations to the above merger be restored to the index of existing corporations of the Department of State, Division of Corporations, and it is further

ORDERED, that Plaintiffs file a copy of this Order with the Department of State, Division of Corporations with respect to each of the above named entities and pay the appropriate statutory filing fees for same.

Signed this 18 day of March, 1997, at Albany, New York.

/s/ Hon.

Justice of the Supreme Court

STATE OF NEW YORK

COUNTY OF ALBANY CLERK’S OFFICE

I, THOMAS G. CLINGAN, Clerk of the said County, and also Clerk of the Supreme and County Courts, being Courts of Record held therein, DO HEREBY CERTIFY that I have compared the annexed copy with the original thereof filed in this office on the day of March 1997 and that the same is a correct transcript therefrom, and of the whole of said original.

IN TESTIMONY WHEREOF, I have hereunto set my name and affixed my official seal, this 18 day of March, 1997.

/s/ THOMAS G. CLINGAN, Clerk

COURT ORDER NULLIFYING

CERTIFICATE OF MERGER

OF

MEDTRANS OF NEW YORK, INC.

ASSOCIATED AMBULANCE SERVICE, INC.

ADAM TRANSPORTATION SERVICE, INC.

PARK AMBULANCE SERVICE, INC.

FIVE COUNTIES AMBULANCE SERVICE, INC.

SUNRISE HANDICAP TRANSPORT CORP.

Filed by:

HARTER, SECREST & EMERY

700 MIDTOWN TOWER

ROCHESTER, NY 14604-2070

CERTIFICATE OF CHANGE

OF

ASSOCIATED AMBULANCE SERVICE INC.

Under Section 805-A of the Business Corporation Law

1. The name of the corporation is ASSOCIATED AMBULANCE SERVICE INC.

If applicable, the original name under which it was formed is AMB-U-CHAIR COACHES, INC.

2. The Certificate of Incorporation of said corporation was filed by the Department of State on 4/8/68.

3. The address of C T Corporation System as the registered agent of said corporation is hereby changed from C T CORPORATION SYSTEM, 1633 BROADWAY, NEW YORK, NY 10019 to 111 Eighth Avenue. New York, New York 10011.

4. Notice of the above changes was mailed to the corporation by C T Corporation System not less than 30 days prior to the date of delivery to the Department of State and such corporation has not objected thereto.

5. C T Corporation System is the registered agent of such corporation.

IN WITNESS WHEREOF, I have signed this certificate on September 1, 1999 and affirm the statements contained herein as true under penalties of perjury.

C T CORPORATION SYSTEM

By:	/s/ Kenneth J. Uva
	Kenneth J. Uva
	Vice President

NY Domestic Corporation agent address only

E9 - DRAWDOWN

CERTIFICATE OF CHANGE

OF

ASSOCIATED AMBULANCE SERVICE INC.

Under Section 805-A of the Business Corporation Law

Filed by:

C T CORPORATION SYSTEM

111 Eighth Avenue

New York, New York 10011

NY Domestic Corporation agent and/or process address

New York State
Department of State
Division of Corporations, State Records
and Uniform Commercial Code
41 State Street
Albany, NY 12231
www.dos.state.ny.us

CERTIFICATE OF CHANGE
OF
ASSOCIATED AMBULANCE SERVICE INC.

(Insert Name of Domestic Corporation)

Under Section 805-A of the Business Corporation Law

FIRST: The name of the corporation is: ASSOCIATED AMBULANCE SERVICE INC. If the name of the corporation has been changed, the name under which it was formed is: AMB-U-CHAIR COACHES, INC.

SECOND: The certificate of incorporation was filed by the Department of State on: April 8, 1968

THIRD: The change(s) effected hereby are: [Check appropriate box(es)]

o            The county location, within this state, in which the office of the corporation is located, is

changed to:                                                                                                                                                                                           .

x           The address to which the Secretary of State shall forward copies of process accepted on behalf of the corporation is changed to read in its entirety as follows: c/o Corporation Service Company, 80 State Street Albany, NY 12207-2543

x           The corporation hereby: [Check one]

oDesignates                                                                                                                                                         as its registered agent upon whom process against the corporation may be served. The street address of the registered agent is:

xChanges the designation of its registered agent to: Corporation Service Company.  The street address of the registered agent is: 80 State Street  Albany, NY 12207-2543

oChanges the address of its registered agent to:                                                                                    
                                                                                                                                                                .

oRevokes the authority of its registered agent.

DOS-1556 (Rev. 5104)

FOURTH: The change was authorized by the board of directors.

/s/ Randy Owen	Randy Owen, Chief Financial Officer & VP
(Signature)	(Name and Title of Signer)

CERTIFICATE OF CHANGE

OF

ASSOCIATED AMBULANCE SERVICE INC.

(Insert Name of Domestic Corporation)

Under Section 805-A of the Business Corporation Law

Filer’s Name Emcare, Inc., Attn: Ms. Robyn Bakalar

Address  1717 Main Street, Suite 5200

City, State and Zip Code Dallas, TX 75201

NOTE This form was prepared by the New York State Department of State. You are not required to use this form. You may draft your own form or use forms available at legal stationery stores. The Department of State recommends that all documents be prepared under the guidance of an attorney. The certificate must be submitted with a $30 filing fee.

For Office Use Only

EX-3.72

Exhibit 3.72

BY-LAWS

Of

ASSOCIATED AMBULANCE SERVICE, INC.

ARTICLE I - OFFICES

The principal office of the corporation shall be in the                    of                    County of                    State of New York. The corporation may also have offices at such other places within or without the State of New York as the board may from time to time determine or the business of the corporation may require.

ARTICLE II - SHAREHOLDERS

1.PLACE OF MEETINGS.

Meetings of shareholders shall be held at the principal office of the corporation or at such place within or without the State of New York as the board shall authorize.

2.ANNUAL MEETING.

The annual meeting of the shareholders shall be held on the             day of                    at    .M. in each year if not a legal holiday, and, if a legal holiday, then on the next business day following at the same hour, when the shareholders shall elect a board and transact such other business as may properly come before the meeting.

3.SPECIAL MEETINGS.

Special meetings of the shareholders may be called by the board or by the president and shall be called by the president or the secretary at the request in writing of a majority of the board or at the request in writing by shareholders owning a majority in amount of the shares issued and outstanding.  Such request shall state the purpose or purposes of the proposed meeting.  Business transacted at a special meeting shall be confined to the purposes stated in the notice.

4.FIXING RECORD DATE.

For the purpose of determining the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action, the board shall fix, in advance, a date as the record date for any such determination of shareholders. Such date shall not be more than fifty nor less than ten days before the date of such meeting, nor more than fifty days prior to any other action. If no record date is fixed it shall be determined in accordance with the provisions of law.

5.NOTICE OF MEETINGS OF SHAREHOLDERS.

Written notice of each meeting of shareholders shall state the purpose or purposes for which the meeting is called, the place, date and hour of the meeting and unless it is the annual meeting, shall indicate that it is being issued by or at the direction of the person or persons calling the meeting.  Notice shall be given either personally or by mail to each shareholder entitled to vote at such meeting, not less than ten nor more than fifty days before the date of the meeting. If action is proposed to be taken that might entitle shareholders to payment for their shares, the notice shall include a statement of that purpose and to that effect. If mailed, the notice is given when deposited in the United States mail, with postage thereon prepaid, directed to the shareholder at his address as it appears on the record of shareholders, or, if he shall have filed with the secretary a written request that notices to him be mailed to some other address, then directed to him at such other address.

6.WAIVERS.

Notice of meeting need not be given to any shareholder who signs a waiver of notice, in person or by proxy, whether before or after the meeting. The attendance of any shareholder at a meeting, in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of notice by him.

7.QUORUM OF SHAREHOLDERS.

Unless the certificate of incorporation provides otherwise, the holders of a majority of the shares entitled to vote thereat shall constitute a quorum at a meeting of shareholders for the transaction of any business, provided that when a specified item of business is required to be voted on by a class or classes, the holders of a majority of the shares of such class or classes shall constitute a quorum for the transaction of such specified item of business.

When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any shareholders.

The shareholders present may adjourn the meeting despite the absence of a quorum.

8.PROXIES.

Every shareholder entitled to vote at a meeting of shareholders or to express consent or dissent without a meeting may authorize another person or persons to act for him by proxy.

Every proxy must be signed by the shareholder or his attorney-in-fact. No proxy shall be valid after expiration of eleven months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the shareholder executing it, except as otherwise provided by law.

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9.QUALIFICATION OF VOTERS.

Every shareholder of record shall be entitled at every meeting of shareholders to one vote for every share standing in his name on the record of shareholders, unless otherwise provided in the certificate of incorporation.

10.VOTE OF SHAREHOLDERS.

Except as otherwise required by statute or by the certificate of incorporation;

(a) directors shall be elected by a plurality of the votes cast at a meeting of shareholders by the holders of shares entitled to vote in the election;

(b) all other corporate action shall be authorized by a majority of the votes cast.

11.WRITTEN CONSENT OF SHAREHOLDERS.

Any action that may be taken by vote may be taken without a meeting on written consent, setting forth the action so taken, signed by the holders of all the outstanding shares entitled to vote thereon or signed by such lesser number of holders as may be provided for in the certificate of incorporation.

ARTICLE III - DIRECTORS

1.BOARD OF DIRECTORS.

Subject to any provision in the certificate of incorporation the business of the corporation shall be managed by its board of directors, each of whom shall be at least 18 years of age and be shareholders.

2.NUMBER OF DIRECTORS.

The number of directors shall be              . When all of the shares are owned by less than three shareholders, the number of directors may be less than three but not less than the number of shareholders.

3.ELECTION AND TERM OF DIRECTORS.

At each annual meeting of shareholders, the shareholders shall elect directors to hold office until the next annual meeting. Each director shall hold office until the expiration of the term for which he is elected and until his successor has been elected and qualified, or until his prior resignation or removal.

4.NEWLY CREATED DIRECTORSHIPS AND VACANCIES.

Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the board for any reason except the removal of directors without cause may be filled by a vote of a majority of the directors then in office, although less than a quorum exists, unless otherwise provided in the certificate of incorporation. Vacancies occurring by

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reason of the removal of directors without cause shall be filled by vote of the shareholders unless otherwise provided in the certificate of incorporation. A director elected to fill a vacancy caused by resignation, death or removal shall be elected to hold office for the unexpired term of his predecessor.

5.REMOVAL OF DIRECTORS.

Any or all of the directors may be removed for cause by vote of the shareholders or by action of the board. Directors may be removed without cause only by vote of the shareholders.

6.RESIGNATION.

A director may resign at any time by giving written notice to the board, the president or the secretary of the corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.

7.QUORUM OF DIRECTORS.

Unless otherwise provided in the certificate of incorporation, a majority of the entire board shall constitute a quorum for the transaction of business or of any specified item of business.

8.ACTION OF THE BOARD.

Unless otherwise required by law, the vote of a majority of the directors present at the time of the vote, if a quorum is present at such time, shall be the act of the board. Each director present shall have one vote regardless of the number of shares, if any, which he may hold.

9.PLACE AND TIME OF BOARD MEETINGS.

The board may hold its meetings at the office of the corporation or at such other places, either within or without the State of New York, as it may from time to time determine.

10.REGULAR ANNUAL MEETING.

A regular annual meeting of the board shall be held immediately following the annual meeting of shareholders at the place of such annual meeting of shareholders.

11.NOTICE OF MEETINGS OF THE BOARD, ADJOURNMENT.

(a) Regular meetings of the board may be held without notice at such time and place as it shall from time to time determine. Special meetings of the board shall be held upon notice to the directors and may be called by the president upon three days notice to each director either personally or by mail or by wire;  special meetings shall be called by the president or by the secretary in a like manner on written request of two directors. Notice of a meeting need not be given to any director who submits a waiver of notice whether before or after the meeting or who

4

attends the meeting without protesting prior thereto or at its commencement, the lack of notice to, him.

(b) A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of the adjournment shall be given all directors who were absent at the time of the adjournment and, unless such time and place are announced at the meeting, to the other directors.

12.CHAIRMAN.

At all meetings of the board the president, or in his absence, a chairman chosen by the board shall preside.

13.EXECUTIVE AND OTHER COMMITTEES.

The board, by resolution adopted by a majority of the entire board, may designate from among its members an executive committee and other committees, each consisting of three or more directors. Each such committee shall serve at the pleasure of the board.

14.COMPENSATION.

No compensation shall be paid to directors, as such, for their services, but by resolution of the board a fixed sum and expenses for actual attendance, at each regular or special meeting of the board may be authorized. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

ARTICLE IV - OFFICERS

1.OFFICES, ELECTION, TERM.

(a) Unless otherwise provided for in the certificate of incorporation, the board may elect or appoint a president, one or more vice-presidents, a secretary and a treasurer, and such other officers as it may determine, who shall have such duties, powers and functions as hereinafter provided.

(b) All officers shall be elected or appointed to hold office until the meeting of the board following the annual meeting of shareholders.

(c) Each officer shall hold office for the term for which he is elected or appointed and until his successor has been elected or appointed and qualified.

2.REMOVAL, RESIGNATION, SALARY, ETC.

(a) Any officer elected or appointed by the board may be removed by the board with or without cause.

(b) In the event of the death, resignation or removal of an officer, the board in its discretion may elect or appoint a successor to fill the unexpired term.

5

(c) Any two or more offices may be held by the same person, except the offices of president and secretary. When all of the issued and outstanding stock of the corporation is owned by one person, such person may hold all or any combination of offices.

(d) The salaries of all officers shall be fixed by the board.

(e) The directors may require any officer to give security for the faithful performance of his duties.

3.PRESIDENT.

The president shall be the chief executive officer of the corporation; he shall preside at all meetings of the shareholders and of the board; he shall have the management of the business of the corporation and shall see that all orders and resolutions of the board are carried into effect.

4.VICE-PRESIDENTS.

During the absence or disability of the president, the vice-president, or if there are more than one, the executive vice-president, shall have all the powers and functions of the president. Each vice-president shall perform such other duties as the board shall prescribe.

5.SECRETARY.

The secretary shall:

(a) attend all meetings of the board and of the shareholders;

(b) record all votes and minutes of all proceedings in a book to be kept for that purpose;

(c) give or cause to be given notice of all meetings of shareholders and of special meetings of the board;

(d) keep in safe custody the seal of the corporation and affix it to any instrument when authorized by the board;

(e) when required, prepare or cause to be prepared and available at each meeting of shareholders a certified list in alphabetical order of the names of shareholders entitled to vote thereat, indicating the number of shares of each respective class held by each;

(f) keep all the documents and records of the corporation as required by law or otherwise in a proper and safe manner.

(g) perform such other duties as may be prescribed by the board.

6.ASSISTANT-SECRETARIES.

During the absence or disability of the secretary, the assistant-secretary, or if there are more than one, the one so designated by the secretary or by the board, shall have all the powers and functions of the secretary.

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7.TREASURER.

The treasurer shall:

(a) have the custody of the corporate funds and securities;

(b) keep full and accurate accounts of receipts and disbursements in the corporate books;

(c) deposit all money and other valuables in the name and to the credit of the corporation in such depositories as may be designated by the board;

(d) disburse the funds of the corporation as may be ordered or authorized by the board and preserve proper vouchers for such disbursements;

(e) render to the president and board at the regular meetings of the board, or whenever they require it, an account of all his transactions as treasurer and of the financial condition of the corporation;

(f) render a full financial report at the annual meeting of the shareholders if so requested;

(g) be furnished by all corporate officers and agents at his request, with such reports and statements as he may require as to all financial transactions of the corporation;

(h) perform such other duties as are given to him by these by-laws or as from time to time are assigned to him by the board or the president.

8.ASSISTANT-TREASURER.

During the absence or disability of the treasurer, the assistant-treasurer, or if there are more than one, the one so designated by the secretary or by the board, shall have all the powers and functions of the treasurer.

9.SURETIES AND BONDS.

In case the board shall so require, any officer or agent of the corporation shall execute to the corporation a bond in such sum and with such surety or sureties as the board may direct, conditioned upon the faithful performance of his duties to the corporation and including responsibility for negligence and for the accounting for all property, funds or securities of the corporation which may come into his hands.

ARTICLE V - CERTIFICATES FOR SHARES.

1.CERTIFICATES.

The shares of the corporation shall be represented by certificates. They shall be numbered and entered in the books of the corporation as they are issued. They shall exhibit the holder’s name and the number of shares and shall be signed by the president or a vice-president and the treasurer or the secretary and shall bear the corporate seal.

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2.LOST OR DESTROYED CERTIFICATES.

The board may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation, alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to be lost or destroyed. When authorizing such issue of a new certificate or certificates, the board may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or give the corporation a bond in such sum and with such surety or sureties as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost or destroyed.

3.TRANSFERS OF SHARES.

(a) Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, and cancel the old certificate; every such transfer shall be entered on the transfer book of the corporation which shall be kept at its principal office. No transfer shall be made within ten days next preceding the annual meeting of shareholders.

(b) The corporation shall be entitled to treat the holder of record of any share as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person whether or not it shall have express or other notice thereof, except as expressly provided by the laws of New York.

4.CLOSING TRANSFER BOOKS.

The board shall have the power to close the share transfer books of the corporation for a period of not more than ten days during the thirty day period immediately preceding (1) any shareholders’ meeting, or (2) any date upon which shareholders shall be called upon to or have a right to take action without a meeting, or (3) any date fixed for the payment of a dividend or any other form of distribution, and only those shareholders of record at the time the transfer books are closed, shall be recognized as such for the purpose of (1) receiving notice of or voting at such meeting, or (2) allowing them to take appropriate action, or (3) entitling them to receive any dividend or other form of distribution.

ARTICLE VI - DIVIDENDS

Subject to the provisions of the certificate of incorporation and to applicable law, dividends on the outstanding shares of the corporation may be declared in such amounts and at such time or times as the board may determine.  Before payment of any dividend, there may be set aside out of the net profits of the corporation available for dividends such sum or sums as the board from time to time in its absolute discretion deems proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the board shall think conducive to the interests of the corporation, and the board may modify or

8

abolish any such reserve.

9

ARTICLE VII - CORPORATE SEAL

The seal of the corporation shall be circular in form and bear the name of the corporation, the year of its organization and the words “Corporate Seal, New York.” The seal may be used by causing it to be impressed directly on the instrument or writing to be sealed, or upon adhesive substance affixed thereto.

The seal on the certificates for shares or on any corporate obligation for the payment of money may be a facsimile, engraved or printed.

ARTICLE VIII - EXECUTION OF INSTRUMENTS

All corporate instruments and documents shall be signed or countersigned, executed, verified or acknowledged by such officer or officers or other person or persons as the board may from time to time designate.

ARTICLE IX - FISCAL YEAR

The fiscal year shall begin the first day of                                                  in each year.

ARTICLE X - REFERENCES TO CERTIFICATE OF INCORPORATION

Reference to the certificate of incorporation in these by-laws shall include all amendments thereto or changes thereof unless specifically excepted.

ARTICLE XI - BY-LAW CHANGES

AMENDMENT, REPEAL, ADOPTION, ELECTION OF DIRECTORS.

(a) Except as otherwise provided in the certificate of incorporation the by-laws may be amended, repealed or adopted by vote of the holders of the shares at the time entitled to vote in the election of any directors. By-laws may also be amended, repealed or adopted by the board but any by-law adopted by the board may be amended by the shareholders entitled to vote thereon as hereinabove provided.

(b) If any by-law regulating an impending election of directors is adopted, amended or repealed by the board, there shall be set forth in the notice of the next meeting of shareholders for the election of directors the by-law so adopted, amended or repealed, together with a concise statement of the changes made.

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EX-3.73

Exhibit 3.73

CERTIFICATE OF CHANGE OF LOCATION

OF REGISTERED OFFICE

AND OF REGISTERED AGENT

OF

ATLANTIC AMBULANCE SERVICES ACQUISITION, INC.

It is hereby certified that:

1.             The name of the corporation (hereinafter called the “corporation”) is:

ATLANTIC AMBULANCE SERVICES ACQUISITION, INC.

2.             The registered office of the corporation within the State of Delaware is hereby changed to 2711 Centerville Road, Suite 400, City of Wilmington 19808, County of New Castle.

3.             The registered agent of the corporation within the State of Delaware is hereby changed to Corporation Service Company, the business office of which is identical with the registered office of the corporation as hereby changed.

4.             The corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on March 8, 2006

/s/ Todd Zimmerman
Name:	Todd Zimmerman
Title:	Ex. Vice President

CERTIFICATE OF CHANGE OF REGISTERED AGENT

AND

REGISTERED OFFICE

* * * * *

Atlantic Ambulance Services Acquisition, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

The present registered agent of the corporation is The Prentice-Hall Corporation System, Inc. and the present registered office of the corporation is in the county of New Castle.

The Board of Directors of Atlantic Ambulance Services Acquisition, Inc. adopted the following resolution on the 22nd day of November, 1995.

Resolved, that the registered office of Atlantic Ambulance Services Acquisition, Inc. in the state of Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange Street, in the City of Wilmington,      County of New Castle, and the authorization of the present registered agent of this corporation be and the same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby constituted and appointed the registered agent of this corporation at the address of its registered office.

IN WITNESS WHEREOF, Atlantic Ambulance Services Acquisition, Inc. has caused this statement to be signed by Robert H. Byrne, its Secretary*, this 22nd day of November, 1995.

/s/ Robert H. Byrne

Secretary

(Title)

*    Any authorized officer or the chairman or Vice-Chairman of the Board of Directors may execute this certificate.

2

CERTIFICATE OF INCORPORATION
OF
ATLANTIC AMBULANCE SERVICES ACQUISITION, INC.

ARTICLE I

NAME OF CORPORATION

The name of this corporation is

Atlantic Ambulance Services Acquisition, Inc.

ARTICLE II

REGISTERED OFFICE

The address of the registered office of the corporation in the State of Delaware is 32 Loockerman Square, Suite L-100, in the City of Dover, County of Kent, and the name of its registered agent at that address is The Prentice-Hall Corporation System, Inc.

ARTICLE III

PURPOSE

The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

ARTICLE IV

AUTHORIZED CAPITAL STOCK

The corporation shall be authorized to issue one class of stock to be designated Common Stock; the total number of shares which the corporation shall have authority to issue is one thousand (1,000), and each such share shall have a par value of one cent ($.01).

ARTICLE V

INCORPORATOR

The name and mailing address of the incorporator of the corporation is:

Gerard A. Thompson
620 Newport Central Drive, Suite 1450
Newport Beach, California 92660

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ARTICLE VI

BOARD POWER REGARDING BYLAWS

In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized to make, repeal, alter, amend and rescind the bylaws of the corporation.

ARTICLE VII

ELECTION OF DIRECTORS

Elections of directors need not be by written ballot unless the bylaws of the corporation shall so provide.

ARTICLE VIII

LIMITATION OF DIRECTOR LIABILITY

To the fullest extent permitted by the Delaware General Corporation Law as the same exists or may hereafter be amended, a director of the corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. If the Delaware General Corporation Law is amended after the date of the filing of this Certificate of Incorporation to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended from time to time. No repeal or modification of this Article VIII by the stockholders shall adversely affect any right or protection of a director of the corporation existing by virtue of this Article VIII at the time of such repeal or modification.

ARTICLE IX

CORPORATE POWER

The corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred on stockholders herein are granted subject to this reservation.

ARTICLE X

CREDITOR COMPROMISE OR ARRANGEMENT

Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the

4

application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation to do business both within and without the State of Delaware, and in pursuance of the Delaware General Corporation Law, does hereby make and file this Certificate.

Date: March 25, 1992

/s/ Gerard A. Thompson

Gerard A. Thompson

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EX-3.74

Exhibit 3.74

ATLANTIC AMBULANCE SERVICES ACQUISITION, INC.

(a Delaware corporation)

BYLAWS

ARTICLE I

Offices

SECTION 1.01 Registered Office. The registered office of Atlantic Ambulance Services Acquisition, Inc. (hereinafter called the “Corporation”) in the State of Delaware shall be at 32 Loockerman Square, City of Dover, County of Kent, and the name of the registered agent in charge thereof shall be The Prentice-Hall Corporation System, Inc.

SECTION 1.02 Other Offices. The Corporation may also have an office or offices at such other place or places, either within or without the State of Delaware, as the Board of Directors (hereinafter called the “Board”) may from time to time determine or as the business of the Corporation may require.

ARTICLE II

Meetings of Stockholders

SECTION 2.01 Annual Meetings. Annual meetings of the stockholders of the Corporation for the purpose of electing directors and for the transaction of such other proper business as may come before such meetings may be held at such time, date and place as the Board shall determine by resolution.

SECTION 2.02 Special Meetings. A special meeting of the stockholders for the transaction of any proper business may be called at any time by the Board or by the President.

SECTION 2.03 Place of Meetings. All meetings of the stockholders shall be held at such places, within or without the State of Delaware, as may from time to time be designated by the person or persons calling the respective meeting and specified in the respective notices or waivers of notice thereof.

SECTION 2.04 Notice of Meetings. Except as otherwise required by law, notice of each meeting of the stockholders, whether annual or special, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder of record entitled to vote at such meeting by delivering a typewritten or printed notice thereof to him personally, or by depositing such notice in the United States mail, in a postage prepaid envelope, directed to him at his post office address furnished by him to the Secretary of the Corporation for such purpose or, if he shall not have furnished to the Secretary his address for

such purpose, then at his post office address last known to the Secretary, or by transmitting a notice thereof to him at such address by telegraph, cable, or wireless. Except as otherwise expressly required by law, no publication of any notice of a meeting of the stockholders shall be required. Every notice of a meeting of the stockholders shall state the place, date and hour of the meeting, and, in the case of a special meeting, shall also state the purpose or purposes for which the meeting is called. Notice of any meeting of stockholders shall not be required to be given to any stockholder who shall have waived such notice and such notice shall be deemed waived by any stockholder who shall attend such meeting in person or by proxy, except as a stockholder who shall attend such meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Except as otherwise expressly required by law, notice of any adjourned meeting of the stockholders need not be given if the time and place thereof are announced at the meeting at which the adjournment is taken.

SECTION 2.05 Quorum. Except in the case of any meeting for the election of directors summarily ordered as provided by law, the holders of record of a majority in voting interest of the shares of stock of the Corporation entitled to be voted thereat, present in person or by proxy, shall constitute a quorum for the transaction of business at any meeting of the stockholders of the Corporation or any adjournment thereof. In the absence of a quorum at any meeting or any adjournment thereof, a majority in voting interest of the stockholders present in person or by proxy and entitled to vote thereat or, in the absence therefrom of all the stockholders, any officer entitled to preside at, or to act as secretary of, such meeting may adjourn such meeting from time to time. At any such adjourned meeting at which a quorum is present any business may be transacted which might have been transacted at the meeting as originally called.

SECTION 2.06 Voting.

(a) Each stockholder shall, at each meeting of the stockholders, be entitled to vote in person or by proxy each share or fractional share of the stock of the Corporation having voting rights on the matter in question and which shall have been held by him and registered in his name on the books of the Corporation:

(i) on the date fixed pursuant to Section 6.05 of these Bylaws as the record date for the determination of stockholders entitled to notice of and to vote at such meeting, or

(ii) if no such record date shall have been so fixed, then (a) at the close of business on the day next preceding the day on which notice of the meeting shall be given or (b) if notice of the meeting shall be waived, at the close of business on the day next preceding the day on which the meeting shall be held.

(b) Shares of its own stock belonging to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors in such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes. Persons holding stock of the Corporation in a fiduciary capacity shall be entitled to vote such stock. Persons whose stock is pledged shall be entitled to

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vote, unless in the transfer by the pledgor on the books of the Corporation he shall have expressly empowered the pledgee to vote thereon, in which case only the pledgee, or his proxy, may represent such stock and vote thereon. Stock having voting power standing of record in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants in common, tenants by entirety or otherwise, or with respect to which two or more persons have the same fiduciary relationship, shall be voted in accordance with the provisions of the General Corporation Law of the State of Delaware.

(c) Any such voting rights may be exercised by the stockholder entitled thereto in person or by his proxy appointed by an instrument in writing, subscribed by such stockholder or by his attorney thereunto authorized and delivered to the secretary of the meeting; provided, however, that no proxy shall be voted or acted upon after three years from its date unless said proxy shall provide for a longer period. The attendance at any meeting of a stockholder who may theretofore have given a proxy shall not have the effect of revoking the same unless he shall in writing so notify the secretary of the meeting prior to the voting of the proxy. At any meeting of the stockholders all matters, except as otherwise provided in the Certificate of Incorporation, in these Bylaws or by law, shall be decided by the vote of a majority in voting interest of the stockholders present in person or by proxy and entitled to vote thereat and thereon, a quorum being present. The vote at any meeting of the stockholders on any question need not be by ballot, unless so directed by the chairman of the meeting. On a vote by ballot each ballot shall be signed by the stockholder voting, or by his proxy, if there be such proxy, and it shall state the number of shares voted.

SECTION 2.07 List of Stockholders. The Secretary of the Corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business. hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. T he list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

SECTION 2.08 Judges. If at any meeting of the stockholders a vote by written ballot shall be taken on any question, the chairman of such meeting may appoint a judge or judges to act with respect to such vote. Each judge so appointed shall first subscribe an oath faithfully to execute the duties of a judge at such meeting with strict impartiality and according to the best of his ability. Such judges shall decide upon the qualification of the voters and shall report the number of shares represented at the meeting and entitled to vote on such question, shall conduct and accept the votes, and, when the voting is completed, shall ascertain and report the number of shares voted respectively for and against the question. Reports of judges shall be in writing and subscribed and delivered by them to the Secretary of the Corporation. The judges need not be stockholders of the Corporation, and any officer of the Corporation may be a judge on any question other than a vote for or against a proposal in which he shall have a material interest.

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SECTION 2.09 Action Without Meeting. Any action required to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III

Board of Directors

SECTION 3.01 General Powers. The property, business and affairs of the Corporation shall be managed by the Board.

SECTION 3.02 Number and Term of Office. The number of directors shall be two (2). Directors need not be stockholders. Each of the directors of the Corporation shall hold office until his successor shall have been duly elected and shall qualify or until he shall resign or shall have been removed in the manner hereinafter provided.

SECTION 3.03 Election of Directors. The directors shall be elected annually by the stockholders of the Corporation and the persons receiving the greatest number of votes, up to the number of directors to be elected, shall be the directors.

SECTION 3.04 Resignations. Any director of the Corporation may resign at any time by giving written notice to the Board or to the Secretary of the Corporation. Any such resignation shall take effect at the time specified therein, or, if the time be not specified, it shall take effect immediately upon its receipt; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

SECTION 3.05 Vacancies. Except as otherwise provided in the Certificate of Incorporation, any vacancy in the Board, whether because of death, resignation, disqualification, an increase in the number of directors, or any other cause, may be filled by vote of the majority of the remaining directors, although less than a quorum. Each director so chosen to fill a vacancy shall hold office until his successor shall have been elected and shall qualify or until he shall resign or shall have been removed in the manner hereinafter provided.

SECTION 3.06 Place of Meeting, Etc. The Board may hold any of its meetings at such place or places within or without the State of Delaware as the Board may from time to time by resolution designate or as shall be designated by the person or persons calling the meeting or in the notice or a waiver of notice of any such meeting. Directors may participate in any regular or special meeting of the Board by means of conference telephone or similar communications equipment pursuant to which all persons participating in the meeting of the

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Board can hear each other, and such participation shall constitute presence in person at such meeting.

SECTION 3.07 First Meeting. The Board shall meet as soon as practicable after each annual election of directors and notice of such first meeting shall not be required.

SECTION 3.08 Regular Meetings. Regular meetings of the Board may be held at such times as the Board shall from time to time by resolution determine. If any day fixed for a regular meeting shall be a legal holiday at the place where the meeting is to be held, then the meeting shall be held at the same hour and place on the next succeeding business day not a legal holiday. Except as provided by law, notice of regular meetings need not be given.

SECTION 3.09 Special Meetings. Special meetings of the Board shall be held whenever called by the President or a majority of the authorized number of directors. Except as otherwise provided by law or by these Bylaws, notice of the time and place of each such special meeting shall be mailed to each director, addressed to him at his residence or usual place of business, at least five (5) days before the day on which the meeting is to be held, or shall be sent to him at such place by telegraph or cable or be delivered personally not less than forty-eight (48) hours before the time at which the meeting is to be held. Except where otherwise required by law or by these Bylaws, notice of the purpose of a special meeting need not be given. Notice of any meeting of the Board shall not be required to be given to any director who is present at such meeting, except a director who shall attend such meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

SECTION 3.10 Quorum and Manner of Acting. Except as otherwise provided in these Bylaws or by law, the presence of a majority of the authorized number of directors shall be required to constitute a quorum for the transaction of business at any meeting of the Board, and all matters shall be decided at any such meeting, a quorum being present, by the affirmative votes of a majority of the directors present. In the absence of a quorum, a majority of directors present at any meeting may adjourn the same from time to time until a quorum shall be present. Notice of any adjourned meeting need not be given. The directors shall act only as a Board, and the individual directors shall have no power as such.

SECTION 3.11 Action by Consent. Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting if a written consent thereto is signed by all members of the Board or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board or committee.

SECTION 3.12 Removal of Directors. Subject to the provisions of the Certificate of Incorporation, any director may be removed at any time, either with or without cause, by the affirmative vote of the stockholders having a majority of the voting power of the Corporation given at a special meeting of the stockholders called for the purpose.

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SECTION 3.13 Compensation. The directors shall receive only such compensation for their services as directors as may be allowed by resolution of the Board. The Board may also provide that the Corporation shall reimburse each such director for any expense incurred by him on account of his attendance at any meetings of the Board or Committees of the Board. Neither the payment of such compensation nor the reimbursement of such expenses shall be construed to preclude any director from serving the Corporation or its subsidiaries in any other capacity and receiving compensation therefor.

SECTION 3.14 Committees. The Board may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. Any such committee, to the extent provided in the resolution of the Board and except as otherwise limited by law, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. Any such committee shall keep written minutes of its meetings and report the same to the Board at the next regular meeting of the Board. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member.

ARTICLE IV

Officers

SECTION 4.01 Number. The officers of the Corporation shall be a President, one or more Vice Presidents (the number thereof and their respective titles to be determined by the Board), a Secretary and a Treasurer.

SECTION 4.02 Election, Term of Office and Qualifications. The officers of the Corporation, except such officers as may be appointed in accordance with Section 4.03, shall be elected annually by the Board at the first meeting thereof held after the election thereof. Each officer shall hold office until his successor shall have been duly chosen and shall qualify or until his resignation or removal in the manner hereinafter provided.

SECTION 4.03 Assistants, Agents and Employees, Etc. In addition to the officers specified in Section 4.01, the Board may appoint other assistants, agents and employees as it may deem necessary or advisable, including one or more Assistant Secretaries, and one or more Assistant Treasurers, each of whom shall hold office for such period, have such authority, and perform such duties as the Board may from time to time determine. The Board may delegate to any officer of the Corporation or any committee of the Board the power to appoint, remove and prescribe the duties of any such assistants, agents or employees.

SECTION 4.04 Removal. Any officer, assistant, agent or employee of the Corporation may be removed, with or without cause, at any time: (i) in the case of an officer, assistant, agent or employee appointed by the Board, only by resolution of the Board; and (ii) in

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the case of an officer, assistant, agent or employee, by any officer of the Corporation or committee of the Board upon whom or which such power of removal may be conferred by the Board.

SECTION 4.05 Resignations. Any officer or assistant may resign at any time by giving written notice of his resignation to the Board or the Secretary of the Corporation. Any such resignation shall take effect at the time specified therein, or, if the time be not specified, upon receipt thereof by the Board or the Secretary, as the case may be; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

SECTION 4.06 Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or other cause, may be filled for the unexpired portion of the term thereof in the manner prescribed in these Bylaws for regular appointments or elections to such office.

SECTION 4.07 The President. The President of the Corporation shall be the chief executive officer of the Corporation and shall have, subject to the control of the Board, general and active supervision and management over the business of the Corporation and over its several officers, assistants, agents and employees.

SECTION 4.08 The Vice Presidents. Each Vice President shall have such powers and perform such duties as the Board may from time to time prescribe. At the request of the President, or in case of the President’s absence or inability to act upon the request of the Board, a Vice President shall perform the duties of the President and when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President.

SECTION 4.09 The Secretary. The Secretary shall, if present, record the proceedings of all meetings of the Board, of the stockholders, and of all committees of which a secretary shall not have been appointed in one or more books provided for that purpose; he shall see that all notices are duly given in accordance with these Bylaws and as required by law; he shall be custodian of the seal of the Corporation and shall affix and attest the seal to all documents to be executed on behalf of the Corporation under its seal; and, in general, he shall perform all the duties incident to the office of Secretary and such other duties as may from time to time be assigned to him by the Board.

SECTION 4.10 The Treasurer. The Treasurer shall have the general care and custody of the funds and securities of the Corporation, and shall deposit all such funds in the name of the Corporation in such banks, trust companies or other depositories as shall be selected by the Board. He shall receive, and give receipts for, moneys due and payable to the Corporation from any source whatsoever. He shall exercise general supervision over expenditures and disbursements made by officers, agents and employees of the Corporation and the preparation of such records and reports in connection therewith as may be necessary or desirable. He shall, in general, perform all other duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board.

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SECTION 4.11 Compensation. The compensation of the officers of the Corporation shall be fixed from time to time by the Board. None of such officers shall be prevented from receiving such compensation by reason of the fact that he is also a director of the Corporation. Nothing contained herein shall preclude any officer from serving the Corporation, or any subsidiary corporation, in any other capacity and receiving such compensation by reason of the fact that he is also a director of the Corporation. Nothing contained herein shall preclude any officer from serving the Corporation, or any subsidiary corporation, in any other capacity and receiving proper compensation therefor.

ARTICLE V

Contracts, Checks, Drafts, Bank Accounts, Etc.

SECTION 5.01 Execution of Contracts. The Board, except as in these Bylaws otherwise provided, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances; and unless so authorized by the Board or by these Bylaws, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or in any amount.

SECTION 5.02 Checks, Drafts, Etc. All checks, drafts or other orders for payment of money, notes or other evidence of indebtedness, issued in the name of or payable to the Corporation, shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by resolution of the Board. Each such officer, assistant, agent or attorney shall give such bond, if any, as the Board may require.

SECTION 5.03 Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board may select, or as may be selected by any officer or officers, assistant or assistants, agent or agents, or attorney or attorneys of the Corporation to whom such power shall have been delegated by the Board. For the purpose of deposit and for the purpose of collection for the account of the Corporation, the President, any Vice President or the Treasurer (or any other officer or officers, assistant or assistants, agent or agents, or attorney or attorneys of the Corporation who shall from time to time be determined by the Board) may endorse, assign and deliver checks, drafts and other orders for the payment of money which are payable to the order of the Corporation.

SECTION 5.04 General and Special Bank Accounts. The Board may from time to time authorize the opening and keeping of general and special bank accounts with such banks, trust companies or other depositories as the Board may select or as may be selected by any officer or officers, assistant or assistants, agent or agents, or attorney or attorneys of the Corporation to whom such power shall have been delegated by the Board. The Board may make such special rules and regulations with respect to such bank accounts, not inconsistent with the provisions of these Bylaws, as it may deem expedient.

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ARTICLE VI

Shares and Their Transfer

SECTION 6.01 Certificates for Stock. Every owner of stock of the Corporation shall be entitled to have a certificate or certificates, to be in such form as the Board shall prescribe, certifying the number and class of shares of the stock of the Corporation owned by him. The certificates representing shares of such stock shall be numbered in the order in which they shall be issued and shall be signed in the name of the Corporation by the President or a Vice President, and by the Secretary or an Assistant Secretary or by the Treasurer or an Assistant Treasurer. Any of or all of the signatures on the certificates may be a facsimile. In case any officer, transfer agent or registrar who has signed, or whose facsimile signature has been placed upon, any such certificate, shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, such certificate may nevertheless be issued by the Corporation with the same effect as though the person who signed such certificate, or whose facsimile signature shall have been placed thereupon, were such officer, transfer agent or registrar at the date of issue. A record shall be kept of the respective names of the persons, firms or corporations owning the stock represented by such certificates, the number and class of shares represented by such certificates, respectively, and the respective dates thereof, and in case of cancellation, the respective dates of cancellation. Every certificate surrendered to the Corporation for exchange or transfer shall be cancelled, and no new certificate or certificates shall be issued in exchange for any existing certificate until such existing certificate shall have been so cancelled, except in cases provided for in Section 6.04.

SECTION 6.02 Transfers of Stock. Transfers of shares of stock of the Corporation shall be made only on the books of the Corporation by the registered holder thereof, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary, or with a transfer clerk or a transfer agent appointed as provided in Section 6.03, and upon surrender of the certificate or certificates for such shares properly endorsed and the payment of all taxes thereon. The person in whose name shares of stock stand on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation. Whenever any transfer of shares shall be made for collateral security, and not absolutely, such fact shall be so expressed in the entry of transfer if, when the certificate or certificates shall be presented to the Corporation for transfer, both the transferor and the transferee request the Corporation to do so.

SECTION 6.03 Regulations. The Board may make such rules and regulations as it may deem expedient, not inconsistent with these Bylaws, concerning the issue, transfer and registration of certificates for shares of the stock of the Corporation. It may appoint, or authorize any officer or officers to appoint, one or more transfer clerks or one or more transfer agents and one or more registrars, and may require all certificates for stock to bear the signature or signatures of any of them.

SECTION 6.04 Lost, Stolen, Destroyed, and Mutilated Certificates. In any case of loss, theft, destruction, or mutilation of any certificate of stock, another may be issued in its place upon proof of such loss, theft, destruction, or mutilation and upon the giving of a bond

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of indemnity to the Corporation in such form and in such sum as the Board may direct; provided, however, that a new certificate may be issued without requiring any bond when, in the judgment of the Board, it is proper so to do.

SECTION 6.05 Fixing Date for Determination of Stockholders of Record. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders, or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any other change, conversion or exchange of stock or for the purpose of any other lawful action, the Board may fix, in advance, a record date, which shall not be more than 60 nor less than 10 days before the date of such meeting, nor more than 60 days prior to any other action. If in any case involving the determination of stockholders for any purpose other than notice of or voting at a meeting of stockholders or expressing consent to corporate action without a meeting the Board shall not fix such a record date, the record date for determining stockholders for such purpose shall be the close of business on the day on which the Board shall adopt the resolution relating thereto. A determination of stockholders entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of such meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.

ARTICLE VII

Indemnification

SECTION 7.01 Action, Etc. Other Than by or in the Right of the Corporation. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, that he had reasonable cause to believe that his conduct was unlawful.

SECTION 7.02 Actions, Etc., by or in the Right of the Corporation. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer,

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employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

SECTION 7.03 Determination of Right of Indemnification. Any indemnification under Section 7.01 or 7.02 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 7.01 and 7.02. Such determination shall be made (i) by the Board by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iii) by the stockholders.

SECTION 7.04 Indemnification Against Expenses of Successful Party. Notwithstanding the other provisions of this Article, to the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 7.01 or 7.02, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

SECTION 7.05 Prepaid Expenses. Expenses incurred by an officer or director in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board in the specific case upon receipt of an undertaking by or on behalf of the director or officer to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation as authorized in this Article. Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board deems appropriate.

SECTION 7.06 Other Rights and Remedies. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any Bylaws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

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SECTION 7.07 Insurance. Upon resolution passed by the Board, the Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article.

SECTION 7.08 Constituent Corporations. For the purposes of this Article, references to “the Corporation” include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation, so that any person who is or was a director, officer, employee or agent of such a constituent corporation or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Article with respect to the resulting or surviving corporation as he would if he had served the resulting or surviving corporation in the same capacity.

SECTION 7.09 Other Enterprises, Fines, and Serving at Corporation’s Request. For purposes of this Article, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article.

ARTICLE VIII

Miscellaneous

SECTION 8.01 Seal. The Board shall provide a corporate seal, which shall be in the form of a circle and shall bear the name of the Corporation and words and figures showing that the Corporation was incorporated in the State of Delaware and the year of incorporation.

SECTION 8.02 Waiver of Notices. Whenever notice is required to be given by these Bylaws or the Certificate of Incorporation or by law, the person entitled to said notice may waive such notice in writing, either before or after the time stated therein, and such waiver shall be deemed equivalent to notice.

SECTION 8.03 Amendments. These Bylaws, or any of them, may be altered, amended or repealed, and new Bylaws may be made, (i) by the Board, by vote of a majority of the number of directors then in office as directors, acting at any meeting of the

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Board, or (ii) by the stockholders, at any annual meeting of stockholders, without previous notice, or at any special meeting of stockholders, provided that notice of such proposed amendment, modification, repeal or adoption is given in the notice of special meeting. Any Bylaws made or altered by the stockholders may be altered or repealed by either the Board or the stockholders.

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CERTIFICATE OF ASSISTANT SECRETARY

I, the undersigned, do hereby certify:

1. That I am the duly elected and acting Assistant Secretary of Atlantic/Key West Ambulance Acquisition, Inc., a Delaware corporation; and

2. That the foregoing bylaws, comprising 16 pages, constitute the bylaws of said corporation as duly adopted by action of the sole stockholder or board of directors of the Corporation.

IN WITNESS WHEREOF, I have executed this Certificate as Assistant Secretary of the Corporation effective as of this 27 day of March, 1992.

/s/ [Gerard A. Thompson]

Gerard A. Thompson

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EX-3.75

Exhibit 3.75

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

AND OF REGISTERED AGENT

OF

ATLANTIC/KEY WEST AMBULANCE, INC.

It is hereby certified that:

1.             The name of the corporation (hereinafter called the “corporation”) is:

ATLANTIC/KEY WEST AMBULANCE, INC.

2.             The registered office of the corporation within the State of Delaware is hereby changed to 2711 Centerville Road, Suite 400, City of Wilmington 19808, County of New Castle.

3.             The registered agent of the corporation within the State of Delaware is hereby changed to Corporation Service Company, the business office of which is identical with the registered office of the corporation as hereby changed.

4.             The corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on Feb 10, 2006

/s/ Randy Owen
Name:	Randy Owen
Title:	Chief Financial Officer & VP

CERTIFICATE OF CHANGE OF REGISTERED AGENT

AND

REGISTERED OFFICE

* * * * *

Atlantic/Key West Ambulance, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

The present registered agent of the corporation is The Prentice-Hall Corporation System, Inc. and the present registered office of the corporation is in the county of New Castle.

The Board of Directors of Atlantic/Key West Ambulance, Inc. adopted the following resolution on the 22nd day of November, 1995.

Resolved, that the registered office of Atlantic/Key West Ambulance, Inc. in the state of Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, and the authorization of the present registered agent of this corporation be and the same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby constituted and appointed the registered agent of this corporation at the address of its registered office.

IN WITNESS WHEREOF, Atlantic/Key West Ambulance, Inc. has caused this statement to be signed by Robert H. Byrne, its Secretary*, this 22nd day of November, 1995.

/s/ Robert H. Byrne

Secretary

(Title)

*    Any authorized officer or the chairman or Vice-Chairman of the Board of Directors may execute this certificate.

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
ATLANTIC/KEY WEST AMBULANCE ACQUISITION, INC.

Atlantic/Key West Ambulance Acquisition, Inc., a corporation organized under the General Corporation Law of the State of Delaware (the “Corporation”), hereby certifies as follows:

1. Article I of the Certificate of Incorporation of the Corporation is hereby amended to read in its entirety as follows:

ARTICLE I

The name of the Corporation is Atlantic/Key West Ambulance, Inc.”

2. The amendment set forth has been duly approved by the directors of the Corporation and by the stockholders entitled to vote thereon.

3. The amendment set forth was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, I, the undersigned, being the president of the Corporation, for the purpose of amending the Certificate of Incorporation of the Corporation pursuant to Section 242 of the General Corporation Law of the State of Delaware, do make and file this certificate, hereby declaring and certifying that the facts herein stated are true, and accordingly have hereunto set my hand, this 21st day of August, 1992.

/s/ George B. DeHuff III

George B. DeHuff III

Attest:

/s/ Gerard A. Thompson

Gerard A. Thompson
Assistant Secretary

CERTIFICATE OF INCORPORATION
OF
ATLANTIC/KEY WEST AMBULANCE ACQUISITION, INC.

ARTICLE I

NAME OF CORPORATION

The name of this corporation is

Atlantic/Key West Ambulance Acquisition, Inc.

ARTICLE II

REGISTERED OFFICE

The address of the registered office of the corporation in the State of Delaware is 32 Loockerman Square, Suite L-100, in the City of Dover, County of Kent, and the name of its registered agent at that address is The Prentice-Hall Corporation System, Inc.

ARTICLE III

PURPOSE

The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

ARTICLE IV

AUTHORIZED CAPITAL STOCK

The corporation shall be authorized to issue one class of stock to be designated Common Stock; the total number of shares which the corporation shall have authority to issue is one thousand (1,000), and each such share shall have a par value of one cent ($.01).

ARTICLE V

INCORPORATOR

The name and mailing address of the incorporator of the corporation is:

Gerard A. Thompson
620 Newport Central Drive, Suite 1450
Newport Beach, California 92660

ARTICLE VI

BOARD POWER REGARDING BYLAWS

In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized to make, repeal, alter, amend and rescind the bylaws of the corporation.

ARTICLE VII

ELECTION OF DIRECTORS

Elections of directors need not be by written ballot unless the bylaws of the corporation shall so provide.

ARTICLE VIII

LIMITATION OF DIRECTOR LIABILITY

To the fullest extent permitted by the Delaware General Corporation Law as the same exists or may hereafter be amended, a director of the corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. If the Delaware General Corporation Law is amended after the date of the filing of this Certificate of Incorporation to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended from time to time. No repeal or modification of this Article VIII by the stockholders shall adversely affect any right or protection of a director of the corporation existing by virtue of this Article VIII at the time of such repeal or modification.

ARTICLE IX

CORPORATE POWER

The corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred on stockholders herein are granted subject to this reservation.

ARTICLE X

CREDITOR COMPROMISE OR ARRANGEMENT

Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation to do business both within and without the State of Delaware, and in pursuance of the Delaware General Corporation Law, does hereby make and file this Certificate.

Date: March 25, 1992

/s/ Gerard A. Thompson

Gerard A. Thompson

EX-3.76

Exhibit 3.76

ATLANTIC/KEY WEST AMBULANCE ACQUISITION, INC.

(a Delaware corporation)

BYLAWS

ARTICLE I

Offices

SECTION 1.01 Registered Office. The registered office of Atlantic/Key West Ambulance Acquisition, Inc. (hereinafter called the “Corporation”) in the State of Delaware shall be at 32 Loockerman Square, City of Dover, County of Kent, and the name of the registered agent in charge thereof shall be The Prentice-Hall Corporation System, Inc.

SECTION 1.02 Other Offices. The Corporation may also have an office or offices at such other place or places, either within or without the State of Delaware, as the Board of Directors (hereinafter called the “Board”) may from time to time determine or as the business of the Corporation may require.

ARTICLE II

Meetings of Stockholders

SECTION 2.01 Annual Meetings. Annual meetings of the stockholders of the Corporation for the purpose of electing directors and for the transaction of such other proper business as may come before such meetings may be held at such time, date and place as the Board shall determine by resolution.

SECTION 2.02 Special Meetings. A special meeting of the stockholders for the transaction of any proper business may be called at any time by the Board or by the President.

SECTION 2.03 Place of Meetings. All meetings of the stockholders shall be held at such places, within or without the State of Delaware, as may from time to time be designated by the person or persons calling the respective meeting and specified in the respective notices or waivers of notice thereof.

SECTION 2.04 Notice of Meetings. Except as otherwise required by law, notice of each meeting of the stockholders, whether annual or special, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder of record entitled to vote at such meeting by delivering a typewritten or printed notice thereof to him personally, or by depositing such notice in the United States mail, in a postage prepaid envelope, directed to him at his post office address furnished by him to the Secretary of the Corporation for such purpose or, if he shall not have furnished to the Secretary his address for such purpose, then at his post office address last known to the Secretary, or by transmitting a

notice thereof to him at such address by telegraph, cable, or wireless. Except as otherwise expressly required by law, no publication of any notice of a meeting of the stockholders shall be required. Every notice of a meeting of the stockholders shall state the place, date and hour of the meeting, and, in the case of a special meeting, shall also state the purpose or purposes for which the meeting is called. Notice of any meeting of stockholders shall not be required to be given to any stockholder who shall have waived such notice and such notice shall be deemed waived by any stockholder who shall attend such meeting in person or by proxy, except as a stockholder who shall attend such meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Except as otherwise expressly required by law, notice of any adjourned meeting of the stockholders need not be given if the time and place thereof are announced at the meeting at which the adjournment is taken.

SECTION 2.05 Quorum. Except in the case of any meeting for the election of directors summarily ordered as provided by law, the holders of record of a majority in voting interest of the shares of stock of the Corporation entitled to be voted thereat, present in person or by proxy, shall constitute a quorum for the transaction of business at any meeting of the stockholders of the Corporation or any adjournment thereof. In the absence of a quorum at any meeting or any adjournment thereof, a majority in voting interest of the stockholders present in person or by proxy and entitled to vote thereat or, in the absence therefrom of all the stockholders, any officer entitled to preside at, or to act as secretary of, such meeting may adjourn such meeting from time to time. At any such adjourned meeting at which a quorum is present any business may be transacted which might have been transacted at the meeting as originally called.

SECTION 2.06 Voting.

(a) Each stockholder shall, at each meeting of the stockholders, be entitled to vote in person or by proxy each share or fractional share of the stock of the Corporation having voting rights on the matter in question and which shall have been held by him and registered in his name on the books of the Corporation:

(i) on the date fixed pursuant to Section 6.05 of these Bylaws as the record date for the determination of stockholders entitled to notice of and to vote at such meeting, or

(ii) if no such record date shall have been so fixed, then (a) at the close of business on the day next preceding the day on which notice of the meeting shall be given or (b) if notice of the meeting shall be waived, at the close of business on the day next preceding the day on which the meeting shall be held.

(b) Shares of its own stock belonging to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors in such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes. Persons holding stock of the Corporation in a fiduciary capacity shall be entitled to vote such stock. Persons whose stock is pledged shall be entitled to

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vote, unless in the transfer by the pledgor on the books of the Corporation he shall have expressly empowered the pledgee to vote thereon, in which case only the pledgee, or his proxy, may represent such stock and vote thereon. Stock having voting power standing of record in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants in common, tenants by entirety or otherwise, or with respect to which two or more persons have the same fiduciary relationship, shall be voted in accordance with the provisions of the General Corporation Law of the State of Delaware.

(c) Any such voting rights may be exercised by the stockholder entitled thereto in person or by his proxy appointed by an instrument in writing, subscribed by such stockholder or by his attorney thereunto authorized and delivered to the secretary of the meeting; provided, however, that no proxy shall be voted or acted upon after three years from its date unless said proxy shall provide for a longer period. The attendance at any meeting of a stockholder who may theretofore have given a proxy shall not have the effect of revoking the same unless he shall in writing so notify the secretary of the meeting prior to the voting of the proxy. At any meeting of the stockholders all matters, except as otherwise provided in the Certificate of Incorporation, in these Bylaws or by law, shall be decided by the vote of a majority in voting interest of the stockholders present in person or by proxy and entitled to vote thereat and thereon, a quorum being present. The vote at any meeting of the stockholders on any question need not be by ballot, unless so directed by the chairman of the meeting. On a vote by ballot each ballot shall be signed by the stockholder voting, or by his proxy, if there be such proxy, and it shall state the number of shares voted.

SECTION 2.07 List of Stockholders. The Secretary of the Corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder.  Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within .the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held.  The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

SECTION 2.08 Judges. If at any meeting of the stockholders a vote by written ballot shall be taken on any question, the chairman of such meeting may appoint a judge or judges to act with respect to such vote. Each judge so appointed shall first subscribe an oath faithfully to execute the duties of a judge at such meeting with strict impartiality and according to the best of his ability. Such judges shall decide upon the qualification of the voters and shall report the number of shares represented at the meeting and entitled to vote on such question, shall conduct and accept the votes, and, when the voting is completed, shall ascertain and report the number of shares voted respectively for and against the question. Reports of judges shall be in writing and subscribed and delivered by them to the Secretary of the Corporation. The judges need not be stockholders of the Corporation, and any officer of the Corporation may be a judge on any question other than a vote for or against a proposal in which he shall have a material interest.

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SECTION 2.09 Action Without Meeting. Any action required to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III

Board of Directors

SECTION 3.01 General Powers. The property, business and affairs of the Corporation shall be managed by the Board.

SECTION 3.02 Number and Term of Office. The number of directors shall be two (2). Directors need not be stockholders. Each of the directors of the Corporation shall hold office until his successor shall have been duly elected and shall qualify or until he shall resign or shall have been removed in the manner hereinafter provided.

SECTION 3.03 Election of Directors. The directors shall be elected annually by the stockholders of the Corporation and the persons receiving the greatest number of votes, up to the number of directors to be elected, shall be the directors.

SECTION 3.04 Resignations. Any director of the Corporation may resign at any time by giving written notice to the Board or to the Secretary of the Corporation. Any such resignation shall take effect at the time specified therein, or, if the time be not specified, it shall take effect immediately upon its receipt; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

SECTION 3.05 Vacancies. Except as otherwise provided in the Certificate of Incorporation, any vacancy in the Board, whether because of death, resignation, disqualification, an increase in the number of directors, or any other cause, may be filled by vote of the majority of the remaining directors, although less than a quorum. Each director so chosen to fill a vacancy shall hold office until his successor shall have been elected and shall qualify or until he shall resign or shall have been removed in the manner hereinafter provided.

SECTION 3.06 Place of Meeting, Etc. The Board may hold any of its meetings at such place or places within or without the State of Delaware as the Board may from time to time by resolution designate or as shall be designated by the person or persons calling the meeting or in the notice or a waiver of notice of any such meeting. Directors may participate in any regular or special meeting of the Board by means of conference telephone or similar communications equipment pursuant to which all persons participating in the meeting of the Board can hear each other, and such participation shall constitute presence in person at such meeting.

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SECTION 3.07 First Meeting. The Board shall meet as soon as practicable after each annual election of directors and notice of such first meeting shall not be required.

SECTION 3.08 Regular Meetings. Regular meetings of the Board may be held at such times as the Board shall from time to time by resolution determine.  If any day fixed for a regular meeting shall be a legal holiday at the place where the meeting is to be held, then the meeting shall be held at the same hour and place on the next succeeding business day not a legal holiday. Except as provided by law, notice of regular meetings need not be given.

SECTION 3.09 Special Meetings. Special meetings of the Board shall be held whenever called by the President or a majority of the authorized number of directors. Except as otherwise provided by law or by these Bylaws, notice of the time and place of each such special meeting shall be mailed to each director, addressed to him at his residence or usual place of business, at least five (5) days before the day on which the meeting is to be held, or shall be sent to him at such place by telegraph or cable or be delivered personally not less than forty-eight (48) hours before the time at which the meeting is to be held.  Except where otherwise required by law or by these Bylaws, notice of the purpose of a special meeting need not be given. Notice of any meeting of the Board shall not be required to be given to any director who is present at such meeting, except a director who shall attend such meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

SECTION 3.10 Quorum and Manner of Acting. Except as otherwise provided in these Bylaws or by law, the presence of a majority of the authorized number of directors shall be required to constitute a quorum for the transaction of business at any meeting of the Board, and all matters shall be decided at any such meeting, a quorum being present, by the affirmative votes of a majority of the directors present. In the absence of a quorum, a majority of directors present at any meeting may adjourn the same from time to time until a quorum shall be present. Notice of any adjourned meeting need not be given. The directors shall act only as a Board, and the individual directors shall have no power as such.

SECTION 3.11 Action by Consent. Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting if a written consent thereto is signed by all members of the Board, or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board or committee.

SECTION 3.12 Removal of Directors. Subject to the provisions of the Certificate of Incorporation, any director may be removed at any time, either with or without cause, by the affirmative vote of the stockholders having a majority of the voting power of the Corporation given at a special meeting of the stockholders called for the purpose.

SECTION 3.13 Compensation. The directors shall receive only such compensation for their services as directors as may be allowed by resolution of the Board. The Board may also provide that the Corporation shall reimburse each such director for any expense incurred by him on account of his attendance at any meetings of the Board or Committees of the Board. Neither the payment of such compensation nor the reimbursement of such expenses shall

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be construed to preclude any director from serving the Corporation or its subsidiaries in any other capacity and receiving compensation therefor.

SECTION 3.14 Committees. The Board may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. Any such committee, to the extent provided in the resolution of the Board and except as otherwise limited by law, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. Any such committee shall keep written minutes of its meetings and report the same to the Board at the next regular meeting of the Board. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member.

ARTICLE IV

Officers

SECTION 4.01 Number. The officers of the Corporation shall be a President, one or more Vice Presidents (the number thereof and their respective titles to be determined by the Board), a Secretary and a Treasurer.

SECTION 4.02 Election. Term of Office and Qualifications. The officers of the Corporation, except such officers as may be appointed in accordance with Section 4.03, shall be elected annually by the Board at the first meeting thereof held after the election thereof. Each officer shall hold office until his successor shall have been duly chosen and shall qualify or until his resignation or removal in the manner hereinafter provided.

SECTION 4.03 Assistants, Agents and Employees, Etc. In addition to the officers specified in Section 4.01, the Board may appoint other assistants, agents and employees as it may deem necessary or advisable, including one or more Assistant Secretaries, and one or more Assistant Treasurers, each of whom shall hold office for such period, have such authority, and perform such duties as the Board may from time to time determine. The Board may delegate to any officer of the Corporation or any committee of the Board the power to appoint, remove and prescribe the duties of any such assistants, agents or employees.

SECTION 4.04 Removal. Any officer, assistant, agent or employee of the Corporation may be removed, with or without cause, at any time: (i) in the case of an officer, assistant, agent or employee appointed by the Board, only by resolution of the Board; and (ii) in the case of an officer, assistant, agent or employee, by any officer of the Corporation or committee of the Board upon whom or which such power of removal may be conferred by the Board.

SECTION 4.05 Resignations. Any officer or assistant may resign at any time by giving written notice of his resignation to the Board or the Secretary of the Corporation.

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Any such resignation shall take effect at the time specified therein, or, if the time be not specified, upon receipt thereof by the Board or the Secretary, as the case may be; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

SECTION 4.06 Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or other cause, may be filled for the unexpired portion of the term thereof in the manner prescribed in these Bylaws for regular appointments or elections to such office.

SECTION 4.07 The President. The President of the Corporation shall be the chief executive officer of the Corporation and shall have, subject to the control of the Board, general and active supervision and management over the business of the Corporation and over its several officers, assistants, agents and employees.

SECTION 4.08 The Vice Presidents. Each Vice President shall have such powers and perform such duties as the Board may from time to time prescribe. At the request of the President, or in case of the President’s absence or inability to act upon the request of the Board, a Vice President shall perform the duties of the President and when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President.

SECTION 4.09 The Secretary. The Secretary shall, if present, record the proceedings of all meetings of the Board, of the stockholders, and of all committees of which a secretary shall not have been appointed in one or more books provided for that purpose; he shall see that all notices are duly given in accordance with these Bylaws and as required by law; he shall be custodian of the seal of the Corporation and shall affix and attest the seal to all documents to be executed on behalf of the Corporation under its seal; and, in general, he shall perform all the duties incident to the office of Secretary and such other duties as may from time to time be assigned to him by the Board.

SECTION 4.10 The Treasurer. The Treasurer shall have the general care and custody of the funds and securities of the Corporation, and shall deposit all such funds in the name of the Corporation in such banks, trust companies or other depositories as shall be selected by the Board. He shall receive, and give receipts for, moneys due and payable to the Corporation from any source whatsoever. He shall exercise general supervision over expenditures and disbursements made by officers, agents and employees of the Corporation and the preparation of such records and reports in connection therewith as may be necessary or desirable. He shall, in general, perform all other duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board.

SECTION 4.11 Compensation. The compensation of the officers of the Corporation shall be fixed from time to time by the Board. None of such officers shall be prevented from receiving such compensation by reason of the fact that he is also a director of the Corporation. Nothing contained herein shall preclude any officer from serving the Corporation, or any subsidiary corporation, in any other capacity and receiving such compensation by reason of the fact that he is also a director of the Corporation. Nothing contained herein shall preclude

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any officer from serving the Corporation, or any subsidiary corporation, in any other capacity and receiving proper compensation therefor.

ARTICLE V

Contracts, Checks, Drafts, Bank Accounts, Etc.

SECTION 5.01 Execution of Contracts. The Board, except as in these Bylaws otherwise provided, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances; and unless so authorized by the Board or by these Bylaws, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or in any amount.

SECTION 5.02 Checks, Drafts, Etc. All checks, drafts or other orders for payment of money, notes or other evidence of indebtedness, issued in the name of or payable to the Corporation, shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by resolution of the Board. Each such officer, assistant, agent or attorney shall give such bond, if any, as the Board may require.

SECTION 5.03 Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board may select, or as may be selected by any officer or officers, assistant or assistants, agent or agents, or attorney or attorneys of the Corporation to whom such power shall have been delegated by the Board. For the purpose of deposit and for the purpose of collection for the account of the Corporation, the President, any Vice President or the Treasurer (or any other officer or officers, assistant or assistants, agent or agents, or attorney or attorneys of the Corporation who shall from time to time be determined by the Board) may endorse, assign and deliver checks, drafts and other orders for the payment of money which are payable to the order of the Corporation.

SECTION 5.04 General and Special Bank Accounts. The Board may from time to time authorize the opening and keeping of general and special bank accounts with such banks, trust companies or other depositories as the Board may select or as may be selected by any officer or officers, assistant or assistants, agent or agents, or attorney or attorneys of the Corporation to whom such power shall have been delegated by the Board. The Board may make such special rules and regulations with respect to such bank accounts, not inconsistent with the provisions of these Bylaws, as it may deem expedient.

ARTICLE VI

Shares and Their Transfer

SECTION 6.01 Certificates for Stock. Every owner of stock of the Corporation shall be entitled to have a certificate or certificates, to be in such form as the Board shall prescribe, certifying the number and class of shares of the stock of the Corporation owned

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by him. The certificates representing shares of such stock shall be numbered in the order in which they shall be issued and shall be signed in the name of the Corporation by the President or a Vice President, and by the Secretary or an Assistant Secretary or by the Treasurer or an Assistant Treasurer. Any of or all of the signatures on the certificates may be a facsimile. In case any officer, transfer agent or registrar who has signed, or whose facsimile signature has been placed upon, any such certificate, shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, such certificate may nevertheless be issued by the Corporation with the same effect as though the person who signed such certificate, or whose facsimile signature shall have been placed thereupon, were such officer, transfer agent or registrar at the date of issue. A record shall be kept of the respective names of the persons, firms or corporations owning the stock represented by such certificates, the number and class of shares represented by such certificates, respectively, and the respective dates thereof, and in case of cancellation, the respective dates of cancellation. Every certificate surrendered to the Corporation for exchange or transfer shall be cancelled, and no new certificate or certificates shall be issued in exchange for any existing certificate until such existing certificate shall have been so cancelled, except in cases provided for in Section 6.04.

SECTION 6.02 Transfers of Stock. Transfers of shares of stock of the Corporation shall be made only on the books of the Corporation by the registered holder thereof, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary, or with a transfer clerk or a transfer agent appointed as provided in Section 6.03, and upon surrender of the certificate or certificates for such shares properly endorsed and the payment of all taxes thereon. The person in whose name shares of stock stand on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation. Whenever any transfer of shares shall be made for collateral security, and not absolutely, such fact shall be so expressed in the entry of transfer if, when the certificate or certificates shall be presented to the Corporation for transfer, both the transferor and the transferee request the Corporation to do so.

SECTION 6.03 Regulations. The Board may make such rules and regulations as it may deem expedient, not inconsistent with these Bylaws, concerning the issue, transfer and registration of certificates for shares of the stock of the Corporation. It may appoint, or authorize any officer or officers to appoint, one or more transfer clerks or one or more transfer agents and one or more registrars, and may require all certificates for stock to bear the signature or signatures of any of them.

SECTION 6.04 Lost, Stolen, Destroyed, and Mutilated Certificates. In any case of loss, theft, destruction, or mutilation of any certificate of stock, another may be issued in its place upon proof of such loss, theft, destruction, or mutilation and upon the giving of a bond of indemnity to the Corporation in such form and in such sum as the Board may direct; provided, however, that a new certificate may be issued without requiring any bond when, in the judgment of the Board, it is proper so to do.

SECTION 6.05 Fixing Date for Determination of Stockholders of Record.

In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other

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distribution or allotment of any rights, or entitled to exercise any rights in respect of any other change, conversion or exchange of stock or for the purpose of any other lawful action, the Board may fix, in advance, a record date, which shall not be more than 60 nor less than 10 days before the date of such meeting, nor more than 60 days prior to any other action. If in any case involving the determination of stockholders for any purpose other than notice of or voting at a meeting of stockholders or expressing consent to corporate action without a meeting the Board shall not fix such a record date, the record date for determining stockholders for such purpose shall be the close of business on the day on which the Board shall adopt the resolution relating thereto. A determination of stockholders entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of such meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.

ARTICLE VII

Indemnification

SECTION 7.01 Action, Etc. Other Than by or in the Right of the Corporation. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, that he had reasonable cause to believe that his conduct was unlawful.

SECTION 7.02 Actions, Etc., by or in the Right of the Corporation. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees)

actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in .a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon

10

application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

SECTION 7.03 Determination of Right of Indemnification. Any indemnification under Section 7.01 or 7.02 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 7.01 and 7.02. Such determination shall be made (i)

by the Board by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iii) by the stockholders.

SECTION 7.04 Indemnification Against Expenses of Successful Party.  Notwithstanding the other provisions of this Article, to the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 7.01 or 7.02, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

SECTION 7.05 Prepaid Expenses. Expenses incurred by an officer or director in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board in the specific case upon receipt of an undertaking by or on behalf of the director or officer to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation as authorized in this Article. Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board deems appropriate.

SECTION 7.06 Other Rights and Remedies. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any Bylaws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

SECTION 7.07 Insurance. Upon resolution passed by the Board, the Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article.

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SECTION 7.08 Constituent Corporations. For the purposes of this Article, references to “the Corporation” include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation, so that any person who is or was a director, officer, employee or agent of such a constituent corporation or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Article with respect to the resulting or surviving corporation as he would if he had served the resulting or surviving corporation in the same capacity.

SECTION 7.09 Other Enterprises, Fines, and Serving at Corporation’s Request. For purposes of this Article, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article.

ARTICLE VIII

Miscellaneous

SECTION 8.01 Seal. The Board shall provide a corporate seal, which shall be in the form of a circle and shall bear the name of the Corporation and words and figures showing that the Corporation was incorporated in the State of Delaware and the year of incorporation.

SECTION 8.02 Waiver of Notices. Whenever notice is required to be given by these Bylaws or the Certificate of Incorporation or by law, the person entitled to said notice may waive such notice in writing, either before or after the time stated therein, and such waiver shall be deemed equivalent to notice.

SECTION 8.03 Amendments. These Bylaws, or any of them, may be altered, amended or repealed, and new Bylaws may be made, (i) by the Board, by vote of a majority of the number of directors then in office as directors, acting at any meeting of the Board, or (ii) by the stockholders, at any annual meeting of stockholders, without previous notice, or at any special meeting of stockholders, provided that notice of such proposed amendment, modification, repeal or adoption is given in the notice of special meeting. Any Bylaws made or altered by the stockholders may be altered or repealed by either the Board or the stockholders.

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CERTIFICATE OF ASSISTANT SECRETARY

I, the undersigned, do hereby certify:

1. That I am the duly elected and acting Assistant Secretary of Atlantic/Key West Ambulance Acquisition, Inc., a Delaware corporation; and

2. That the foregoing bylaws, comprising 16 pages, constitute the bylaws of said corporation as duly adopted by action of the sole stockholder or board of directors of the Corporation.

IN WITNESS WHEREOF, I have executed this Certificate as Assistant Secretary of the Corporation effective as of this 27 day of March, 1992.

/s/ [Gerard A. Thompson]

Gerard A. Thompson

13

ACTION BY WRITTEN CONSENT
OF THE SOLE SHAREHOLDER
ATLANTIC/KEY WEST AMBULANCE, INC.,
a Delaware corporation

The undersigned being the sole Stockholder of ATLANTIC/KEY WEST AMBULANCE, INC., a Delaware corporation (the “Corporation”), in accordance with the authority contained in the Bylaws of this Corporation, hereby consents to the adoption of and adopts the following recitals and resolutions:

REMOVAL OF DIRECTORS

WHEREAS, it is in the best interests of this Corporation that the directors of this Corporation be removed effective immediately.

NOW, THEREFORE, BE IT RESOLVED, that all of the directors of this Corporation are hereby removed effective immediately.

AMENDMENT OF BYLAWS

WHEREAS, all incumbent directors of the Corporation have been removed from their positions as directors of the Corporation;

WHEREAS, it has been proposed that Article       , Section      of the Bylaws (“Bylaws”) of the Corporation be amended to provide that the authorized number of directors of the Corporation shall be One (1); and

WHEREAS, the undersigned, deems it advisable and in the best interests of the Corporation to authorize, approve and adopt the amendment to the Bylaws.

NOW, THEREFORE, BE IT RESOLVED, that the amendment of Article       , Section        of the Bylaws of the Corporation, to read as set forth below is hereby authorized, adopted and approved, and the Secretary of the Corporation is hereby authorized, empowered and directed to execute a Certificate evidencing the adoption of such amendment:

“The authorized number of directors of the Corporation shall be One (1).  Each director shall hold office until the next annual meeting of the shareholders and until his successor is elected and qualified.”

RESOLVED FURTHER, that the officers of this Corporation be, and each of them hereby is, authorized to execute and deliver such documents and instruments and to do and perform such deeds and acts as may be deemed necessary or advisable by such officer or officers in order to carry out and perform the purposes and intentions of the foregoing resolutions.

ELECTION OF SOLE DIRECTOR

WHEREAS, the authorized number of directors of this Corporation is now one (1) and it is necessary to fill that position, as all incumbent directors have resigned.

NOW, THEREFORE, BE IT RESOLVED, that the following person is hereby elected to the Board of Directors of the Corporation, to serve in accordance with the Bylaws of the Corporation;

M.  Keith Huzyak

RESOLVED FURTHER, that the above named director is the sole director of the Corporation.

SUBSEQUENT AMENDMENT OF BYLAWS/ELECTION OF ADDITIONAL DIRECTORS

WHEREAS, it has been proposed that effective June       , 1994 Article     , Section      of the Bylaws (“Bylaws”) of this Corporation be amended to provide that the authorized number of directors of the Corporation shall be seven (7); and

WHEREAS, the undersigned deems it advisable and in the best interests of the Corporation to authorize, approve and adopt, effective as of June     , 1994, the amendment to the Bylaws set forth hereinafter;

NOW, THEREFORE, BE IT RESOLVED, that the amendment of Article       , Section      of the Bylaws of the Corporation, to read as set forth below is hereby authorized, adopted and approved, such amendment to become effective June     , 1994, and the Secretary of the Corporation is hereby authorized, empowered and directed to execute a Certificate evidencing the adoption of such amendment:

“Effective from and after June     , 1994, the authorized number of directors of the Corporation shall be seven (7).  Each director shall hold office until the next annual meeting of the shareholders and until his successor is elected and qualified”; and

2

WHEREAS, it is in the best interests of this Corporation that directors be elected to fill vacant positions that will be created as of June     , 1994 by the foregoing Amendment to the Bylaws.

NOW, THEREFORE, BE IT RESOLVED, that the following persons are hereby elected to the Board of Directors of the Corporation, for a term commencing as of June     , 1994, each such person to serve in accordance with the Bylaws of the Corporation;

M. Keith Huzyak

Noel Urben

John M. Morris

Jeffery C. Garvey

J. Scott Adams

Michael Khougaz

RESOLVED FURTHER, that, effective as of June     , 1994, the above named directors shall constitute all of the validly elected directors of the Corporation; and

RESOLVED FURTHER, that the officers of this Corporation be, and each of them hereby is, authorized to execute and deliver such documents and instruments and to do and perform such deeds and acts as may be deemed necessary or advisable by such officer or officers in order to carry out and perform the purposes and intentions of the foregoing resolutions.

IN WITNESS WHEREOF, the undersigned has executed this Written Consent as of this        day of June, 1994.

ATLANTIC AMBULANCE, INC., a Delaware corporation
By:	/s/ M. Keith .Huzyak
	M. Keith Huzyak, President

3

ATLANTIC/KEY WEST AMBULANCE, INC.

Action by Written Consent of Sole Director

The undersigned, being the sole director of Atlantic/Key West Ambulance, Inc., a Delaware corporation, hereby consents to the following action and adopts the following resolution:

RESOLVED: The By-Laws of the Corporation be and are hereby amended to fix the number of Directors of the Corporation to one.

This consent shall be filed with the minutes of meetings of the directors of this corporation and shall be treated for all purposes as action taken at a meeting.

	/s/ John Grainger
	John Grainger
	Sole Director
DATED: November 1, 2000

ACTION OF SOLE SHAREHOLDER
OF
ATLANTIC/KEY WEST AMBULANCE, INC.
BY WRITTEN CONSENT
IN LIEU OF SPECIAL MEETING

The following action is taken by the sole shareholder of Atlantic/Key West Ambulance, Inc., a Delaware corporation (the “Company”), through this action by Written Consent and in lieu of holding a special meeting of the shareholder, pursuant to Section 228 of the General Corporation Law of Delaware, the Articles of Incorporation of the Company and the Bylaws of the Company:

Ratification of Past Acts

WHEREAS, the Bylaws of the Company formerly required the shareholder to elect not less than two people to the Board of Directors;

WHEREAS, the Board of Directors has passed a resolution amending the Bylaws to require the shareholder to elect not less than one person to the Board of Directors,

NOW, THEREFORE, BE IT:

RESOLVED, that the acts of the directors of the Company taken prior to the date hereof, including, without limitation, any actions taken with respect to the number of directors required by the Company’s Bylaws or Articles of Incorporation, hereby are, in all respects ratified, confirmed and approved.

The foregoing action is consented to, without a meeting, by the sole shareholder of the Company as evidenced by the execution of this instrument.

Dated as of                          , 2000
	AMERICAN MEDICAL RESPONSE, INC., a Delaware corporation, sole shareholder
	/s/ John R. Grainger
	By: John R. Grainger
	Title: President and Chief Executive Officer

EX-3.77

Exhibit 3.77

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

AND OF REGISTERED AGENT

OF

ATLANTIC/PALM BEACH AMBULANCE, INC.

It is hereby certified that:

1.             The name of the corporation (hereinafter called the “corporation”) is:

ATLANTIC/PALM BEACH AMBULANCE, INC.

2.             The registered office of the corporation within the State of Delaware is hereby changed to 2711 Centerville Road, Suite 400, City of Wilmington 19808, County of New Castle.

3.             The registered agent of the corporation within the State of Delaware is hereby changed to Corporation Service Company, the business office of which is identical with the registered office of the corporation as hereby changed.

4.             The corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on March 8, 2006

/s/ Todd Zimmerman
Name:	Todd Zimmerman
Title:	Ex. Vice President

CERTIFICATE OF CHANGE OF REGISTERED AGENT

AND

REGISTERED OFFICE

* * * * *

Atlantic/Palm Beach Ambulance, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

The present registered agent of the corporation is

The Prentice-Hall Corporation System, Inc. and the present registered office of the corporation is in the county of New Castle.

The Board of Directors of Atlantic/Palm Beach Ambulance, Inc. adopted the following resolution on the 22nd day of November, 1995.

Resolved, that the registered office of Atlantic/Palm Beach Ambulance.

Inc. in the state of Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, and the authorization of the present registered agent of this corporation be and the same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby constituted and appointed the registered agent of this corporation at the address of its registered office.

IN WITNESS WHEREOF, Atlantic/Palm Beach Ambulance, Inc. has caused this statement to be signed by Robert H. Byrne, its Secretary*, this 22nd day of November, 1995.

/s/ Robert H. Byrne

Secretary

(Title)

*    Any authorized officer or the chairman or Vice-Chairman of the Board of Directors may execute this certificate.

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
ATLANTIC/PALM BEACH AMBULANCE ACQUISITION, INC.

Atlantic/Palm Beach Ambulance Acquisition, Inc., a corporation organized under the General Corporation Law of the State of Delaware (the “Corporation”), hereby certifies as follows:

1. Article I of the Certificate of Incorporation of the Corporation is hereby amended to read in its entirety as follows:

ARTICLE I

The name of the Corporation is Atlantic/Palm Beach Ambulance, Inc.”

2. The amendment set forth has been duly approved by the directors of the Corporation and by the stockholders entitled to vote thereon.

3. The amendment set forth was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, I, the undersigned, being the president of the Corporation, for the purpose of amending the certificate of Incorporation of the Corporation pursuant to Section 242 of the General Corporation Law of the State of Delaware, do make and file this certificate, hereby declaring and certifying that the facts herein stated are true, and accordingly have hereunto set my hand, this 21 day of August, 1992.

/s/ George B. DeHuff III

George B. DeHuff III

Attest:

/s/ Gerard A. Thompson

Gerard A. Thompson

Assistant Secretary

CERTIFICATE OF INCORPORATION
OF
ATLANTIC/PALM BEACH AMBULANCE ACQUISITION, INC.

ARTICLE I

NAME OF CORPORATION

The name of this corporation is

Atlantic/Palm Beach Ambulance Acquisition, Inc.

ARTICLE II

REGISTERED OFFICE

The address of the registered office of the corporation in the State of Delaware is 32 Loockerman Square, Suite L-100, in the City of Dover, County of Kent, and the name of its registered agent at that address is The Prentice-Hall Corporation System, Inc.

ARTICLE III

PURPOSE

The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

ARTICLE IV

AUTHORIZED CAPITAL STOCK

The corporation shall be authorized to issue one class of stock to be designated Common Stock; the total number of shares which the corporation shall have authority to issue is one thousand (1,000), and each such share shall have a par value of one cent ($.01).

ARTICLE V

INCORPORATOR

The name and mailing address of the incorporator of the corporation is:

Gerard A. Thompson
620 Newport Central Drive, Suite 1450
Newport Beach, California 92660

ARTICLE VI

BOARD POWER REGARDING BYLAWS

In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized to make, repeal, alter, amend and rescind the bylaws of the corporation.

ARTICLE VII

ELECTION OF DIRECTORS

Elections of directors need not be by written ballot unless the bylaws of the corporation shall so provide.

ARTICLE VIII

LIMITATION OF DIRECTOR LIABILITY

To the fullest extent permitted by the Delaware General Corporation Law as the same exists or may hereafter be amended, a director of the corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. If the Delaware General Corporation Law is amended after the date of the filing of this Certificate of Incorporation to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended from time to time. No repeal or modification of this Article VIII by the stockholders shall adversely affect any right or protection of a director of the corporation existing by virtue of this Article VIII at the time of such repeal or modification.

ARTICLE IX

CORPORATE POWER

The corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred on stockholders herein are granted subject to this reservation.

ARTICLE X

CREDITOR COMPROMISE OR ARRANGEMENT

Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation to do business both within and without the State of Delaware, and in pursuance of the Delaware General Corporation Law, does hereby make and file this Certificate.

Date: March 25, 1992

/s/ Gerard A. Thompson

Gerard A. Thompson

EX-3.78

Exhibit 3.78

ATLANTIC/PALM BEACH AMBULANCE ACQUISITION, INC.

(a Delaware corporation)

BYLAWS

ARTICLE I

Offices

SECTION 1.01 Registered Office. The registered office of Atlantic/Palm Beach Ambulance Acquisition, Inc. (hereinafter called the “Corporation”) in the State of Delaware shall be at 32 Loockerman Square, City of Dover, County of Kent, and the name of the registered agent in charge thereof shall be The Prentice-Hall Corporation System, Inc.

SECTION 1.02 Other Offices. The Corporation may also have an office or offices at such other place or places, either within or without the State of Delaware, as the Board of Directors (hereinafter called the “Board”) may from time to time determine or as the business of the Corporation may require.

ARTICLE II

Meetings of Stockholders

SECTION 2.01 Annual Meetings. Annual meetings of the stockholders of the Corporation for the purpose of electing directors and for the transaction of such other proper business as may come before such meetings may be held at such time, date and place as the Board shall determine by resolution.

SECTION 2.02 Special Meetings. A special meeting of the stockholders for the transaction of any proper business may be called at any time by the Board or by the President.

SECTION 2.03 Place of Meetings. All meetings of the stockholders shall be held at such places, within or without the State of Delaware, as may from time to time be designated by the person or persons calling the respective meeting and specified in the respective notices or waivers of notice thereof.

SECTION 2.04 Notice of Meetings. Except as otherwise required by law, notice of each meeting of the stockholders, whether annual or special, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder of record entitled to vote at such meeting by delivering a typewritten or printed notice thereof to him personally, or by depositing such notice in the United States mail, in a postage prepaid envelope, directed to him at his post office address furnished by him to the Secretary of the Corporation for such purpose or, if he shall not have furnished to the Secretary his address for such purpose, then at his post office address last known to the Secretary, or by transmitting a

notice thereof to him at such address by telegraph, cable, or wireless. Except as otherwise expressly required by law, no publication of any notice of a meeting of the stockholders shall be required. Every notice of a meeting of the stockholders shall state the place, date and hour of the meeting, and, in the case of a special meeting, shall also state the purpose or purposes for which the meeting is called. Notice of any meeting of stockholders shall not be required to be given to any stockholder who shall have waived such notice and such notice shall be deemed waived by any stockholder who shall attend such meeting in person or by proxy, except as a stockholder who shall attend such meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Except as otherwise expressly required by law, notice of any adjourned meeting of the stockholders need not be given if the time and place thereof are announced at the meeting at which the adjournment is taken.

SECTION 2.05 Quorum. Except in the case of any meeting for the election of directors summarily ordered as provided by law, the holders of record of a majority in voting interest of the shares of stock of the Corporation entitled to be voted thereat, present in person or by proxy, shall constitute a quorum for the transaction of business at any meeting of the stockholders of the Corporation or any adjournment thereof. In the absence of a quorum at any meeting or any adjournment thereof, a majority in voting interest of the stockholders present in person or by proxy and entitled to vote thereat or, in the absence therefrom of all the stockholders, any officer entitled to preside at, or to act as secretary of, such meeting may adjourn such meeting from time to time. At any such adjourned meeting at which a quorum is present any business may be transacted which might have been transacted at the meeting as originally called.

SECTION 2.06 Voting.

(a) Each stockholder shall, at each meeting of the stockholders, be entitled to vote in person or by proxy each share or fractional share of the stock of the Corporation having voting rights on the matter in question and which shall have been held by him and registered in his name on the books of the Corporation:

(i) on the date fixed pursuant to Section 6.05 of these Bylaws as the record date for the determination of stockholders entitled to notice of and to vote at such meeting, or

(ii) if no such record date shall have been so fixed, then (a) at the close of business on the day next preceding the day on which notice of the meeting shall be given or (b) if notice of the meeting shall be waived, at the close of business on the day next preceding the day on which the meeting shall be held.

(b) Shares of its own stock belonging to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors in such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes. Persons holding stock of the Corporation in a fiduciary capacity shall be entitled to vote such stock. Persons whose stock is pledged shall be entitled to vote, unless in the transfer by the pledgor on the books of the Corporation he shall have

expressly empowered the pledgee to vote thereon, in which case only the pledgee, or his proxy, may represent such stock and vote thereon. Stock having voting power standing of record in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants in common, tenants by entirety or otherwise, or with respect to which two or more persons have the same fiduciary relationship, shall be voted in accordance with the provisions of the General Corporation Law of the State of Delaware.

(c) Any such voting rights may be exercised by the stockholder entitled thereto in person or by his proxy appointed by an instrument in writing, subscribed by such stockholder or by his attorney thereunto authorized and delivered to the secretary of the meeting; provided, however, that no proxy shall be voted or acted upon after three years from its date unless said proxy shall provide for a longer period. The attendance at any meeting of a stockholder who may theretofore have given a proxy shall not have the effect of revoking the same unless he shall in writing so notify the secretary of the meeting prior to the voting of the proxy. At any meeting of the stockholders all matters, except as otherwise provided in the Certificate of Incorporation, in these Bylaws or by law, shall be decided by the vote of a majority in voting interest of the stockholders present in person or by proxy and entitled to vote thereat and thereon, a quorum being present. The vote at any meeting of the stockholders on any question need not be by ballot, unless so directed by the chairman of the meeting. On a vote by ballot each ballot shall be signed by the stockholder voting, or by his proxy, if there be such proxy, and it shall state the number of shares voted.

SECTION 2.07 List of Stockholders. The Secretary of the Corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder.  Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held.  The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

SECTION 2.08 Judges. If at any meeting of the stockholders a vote by written ballot shall be taken on any question, the chairman of such meeting may appoint a judge or judges to act with respect to such vote. Each judge so appointed shall first subscribe an oath faithfully to execute the duties of a judge at such meeting with strict impartiality and according to the best of his ability. Such judges shall decide upon the qualification of the voters and shall report the number of shares represented at the meeting and entitled to vote on such question, shall conduct and accept the votes, and, when the voting is completed, shall ascertain and report the number of shares voted respectively for and against the question. Reports of judges shall be in writing and subscribed and delivered by them to the Secretary of the Corporation. The judges need not be stockholders of the Corporation, and any officer of the Corporation may be a judge on any question other than a vote for or against a proposal in which he shall have a material interest.

SECTION 2.09 Action Without Meeting. Any action required to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III

Board of Directors

SECTION 3.01 General Powers. The property, business and affairs of the Corporation shall be managed by the Board.

SECTION 3.02 Number and Term of Office. The number of directors shall be two (2). Directors need not be stockholders. Each of the directors of the Corporation shall hold office until his successor shall have been duly elected and shall qualify or until he shall resign or shall have been removed in the manner hereinafter provided.

SECTION 3.03 Election of Directors. The directors shall be elected annually by the stockholders of the Corporation and the persons receiving the greatest number of votes, up to the number of directors to be elected, shall be the directors.

SECTION 3.04 Resignations. Any director of the Corporation may resign at any time by giving written notice to the Board or to the Secretary of the Corporation. Any such resignation shall take effect at the time specified therein, or, if the time be not specified, it shall take effect immediately upon its receipt; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

SECTION 3.05 Vacancies. Except as otherwise provided in the Certificate of Incorporation, any vacancy in the Board, whether because of death, resignation, disqualification, an increase in the number of directors, or any other cause, may be filled by vote of the majority of the remaining directors, although less than a quorum. Each director so chosen to fill a vacancy shall hold office until his successor shall have been elected and shall qualify or until he shall resign or shall have been removed in the manner hereinafter provided.

SECTION 3.06 Place of Meeting, Etc. The Board may hold any of its meetings at such place or places within or without the State of Delaware as the Board may from time to time by resolution designate or as shall be designated by the person or persons calling the meeting or in the notice or a waiver of notice of any such meeting. Directors may participate in any regular or special meeting of the Board by means of conference telephone or similar communications equipment pursuant to which all persons participating in the meeting of the

Board can hear each other, and such participation shall constitute presence in person at such meeting.

SECTION 3.07 First Meeting. The Board shall meet as soon as practicable after each annual election of directors and notice of such first meeting shall not be required.

SECTION 3.08 Regular Meetings. Regular meetings of the Board may be held at such times as the Board shall from time to time by resolution determine. If any day fixed for a regular meeting shall be a legal holiday at the place where the meeting is to be held, then the meeting shall be held at the same hour and place on the next succeeding business day not a legal holiday. Except as provided by law, notice of regular meetings need not be given.

SECTION 3.09 Special Meetings. Special meetings of the Board shall be held whenever called by the President or a majority of the authorized number of directors. Except as otherwise provided by law or by these Bylaws, notice of the time and place of each such special meeting shall be mailed to each director, addressed to him at his residence or usual place of business, at least five (5) days before the day on which the meeting is to be held, or shall be sent to him at such place by telegraph or cable or be delivered personally not less than forty-eight (48) hours before the time at which the meeting is to be held.  Except where otherwise required by law or by these Bylaws, notice of the purpose of a special meeting need not be given. Notice of any meeting of the Board shall not be required to be given to any director who is present at such meeting, except a director who shall attend such meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

SECTION 3.10 Quorum and Manner of Acting. Except as otherwise provided in these Bylaws or by law, the presence of a majority of the authorized number of directors shall be required to constitute a quorum for the transaction of business at any meeting of the Board, and all matters shall be decided at any such meeting, a quorum being present, by the affirmative votes of a majority of the directors present. In the absence of a quorum, a majority of directors present at any meeting may adjourn the same from time to time until a quorum shall be present. Notice of any adjourned meeting need not be given. The directors shall act only as a Board, and the individual directors shall have no power as such.

SECTION 3.11 Action by Consent. Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting if a written consent thereto is signed by all members of the Board or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board or committee.

SECTION 3.12 Removal of Directors. Subject to the provisions of the Certificate of Incorporation, any director may be removed at any time, either with or without cause, by the affirmative vote of the stockholders having a majority of the voting power of the Corporation given at a special meeting of the stockholders called for the purpose.

SECTION 3.13 Compensation. The directors shall receive only such compensation for their services as directors as may be allowed by resolution of the Board. The Board may also provide that the Corporation shall reimburse each such director for any expense incurred by him on account of his attendance at any meetings of the Board or Committees of the Board. Neither the payment of such compensation nor the reimbursement of such expenses shall be construed to preclude any director from serving the Corporation or its subsidiaries in any other capacity and receiving compensation therefor.

SECTION 3.14 Committees. The Board may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. Any such committee, to the extent provided in the resolution of the Board and except as otherwise limited by law, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. Any such committee shall keep written minutes of its meetings and report the same to the Board at the next regular meeting of the Board. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member.

ARTICLE IV

Officers

SECTION 4.01 Number. The officers of the Corporation shall be a President, one or more Vice Presidents (the number thereof and their respective titles to be determined by the Board), a Secretary and a Treasurer.

SECTION 4.02 Election, Term of Office and Qualifications. The officers of the Corporation, except such officers as may be appointed in accordance with Section 4.03, shall be elected annually by the Board at the first meeting thereof held after the election thereof. Each officer shall hold office until his successor shall have been duly chosen and shall qualify or until his resignation or removal in the manner hereinafter provided.

SECTION 4.03 Assistants, Agents and Employees, Etc. In addition to the officers specified in Section 4.01, the Board may appoint other assistants, agents and employees as it may deem necessary or advisable, including one or more Assistant Secretaries, and one or more Assistant Treasurers, each of whom shall hold office for such period, have such authority, and perform such duties as the Board may from time to time determine. The Board may delegate to any officer of the Corporation or any committee of the Board the power to appoint, remove and prescribe the duties of any such assistants, agents or employees.

SECTION 4.04 Removal. Any officer, assistant, agent or employee of the Corporation may be removed, with or without cause, at any time: (i) in the case of an officer, assistant, agent or employee appointed by the Board, only by resolution of the Board; and (ii) in

the case of an officer, assistant, agent or employee, by any officer of the Corporation or committee of the Board upon whom or which such power of removal may be conferred by the Board.

SECTION 4.05 Resignations. Any officer or assistant may resign at any time by giving written notice of his resignation to the Board or the Secretary of the Corporation. Any such resignation shall take effect at the time specified therein, or, if the time be not specified, upon receipt thereof by the Board or the Secretary, as the case may be; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

SECTION 4.06 Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or other cause, may be filled for the unexpired portion of the term thereof in the manner prescribed in these Bylaws for regular appointments or elections to such office.

SECTION 4.07 The President. The President of the Corporation shall be the chief executive officer of the Corporation and shall have, subject to the control of the Board, general and active supervision and management over the business of the Corporation and over its several officers, assistants, agents and employees.

SECTION 4.08 The Vice Presidents. Each Vice President shall have such powers and perform such duties as the Board may from time to time prescribe. At the request of the President, or in case of the President’s absence or inability to act upon the request of the Board, a Vice President shall perform the duties of the President and when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President.

SECTION 4.09 The Secretary. The Secretary shall, if present, record the proceedings of all meetings of the Board, of the stockholders, and of all committees of which a secretary shall not have been appointed in one or more books provided for that purpose; he shall see that all notices are duly given in accordance with these Bylaws and as required by law; he shall be custodian of the seal of the Corporation and shall affix and attest the seal to all documents to be executed on behalf of the Corporation under its seal; and, in general, he shall perform all the duties incident to the office of Secretary and such other duties as may from time to time be assigned to him by the Board.

SECTION 4.10 The Treasurer. The Treasurer shall have the general care and custody of the funds and securities of the Corporation, and shall deposit all such funds in the name of the Corporation in such banks, trust companies or other depositories as shall be selected by the Board. He shall receive, and give receipts for, moneys due and payable to the Corporation from any source whatsoever. He shall exercise general supervision over expenditures and disbursements made by officers, agents and employees of the Corporation and the preparation of such records and reports in connection therewith as may be necessary or desirable. He shall, in general, perform all other duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board.

SECTION 4.11 Compensation. The compensation of the officers of the Corporation shall be fixed from time to time by the Board. None of such officers shall be prevented from receiving such compensation by reason of the fact that he is also a director of the Corporation. Nothing contained herein shall preclude any officer from serving the Corporation, or any subsidiary corporation, in any other capacity and receiving such compensation by reason of the fact that he is also a director of the Corporation. Nothing contained herein shall preclude any officer from serving the Corporation, or any subsidiary corporation, in any other capacity and receiving proper compensation therefor.

ARTICLE V

Contracts, Checks, Drafts, Bank Accounts, Etc.

SECTION 5.01 Execution of Contracts. The Board, except as in these Bylaws otherwise provided, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances; and unless so authorized by the Board or by these Bylaws, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or in any amount.

SECTION 5.02 Checks, Drafts, Etc. All checks, drafts or other orders for payment of money, notes or other evidence of indebtedness, issued in the name of or payable to the Corporation, shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by resolution of the Board. Each such officer, assistant, agent or attorney shall give such bond, if any, as the Board may require.

SECTION 5.03 Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board may select, or as may be selected by any officer or officers, assistant or assistants, agent or agents, or attorney or attorneys of the Corporation to whom such power shall have been delegated by the Board. For the purpose of deposit and for the purpose of collection for the account of the Corporation, the President, any Vice President or the Treasurer (or any other officer or officers, assistant or assistants, agent or agents, or attorney or attorneys of the Corporation who shall from time to time be determined by the Board) may endorse, assign and deliver checks, drafts and other orders for the payment of money which are payable to the order of the Corporation.

SECTION 5.04 General and Special Bank Accounts. The Board may from time to time authorize the opening and keeping of general and special bank accounts with such banks, trust companies or other depositories as the Board may select or as may be selected by any officer or officers, assistant or assistants, agent or agents, or attorney or attorneys of the Corporation to whom such power shall have been delegated by the Board. The Board may make such special rules and regulations with respect to such bank accounts, not inconsistent with the provisions of these Bylaws, as it may deem expedient.

ARTICLE VI

Shares and Their Transfer

SECTION 6.01 Certificates for Stock. Every owner of stock of the Corporation shall be entitled to have a certificate or certificates, to be in such form as the Board shall prescribe, certifying the number and class of shares of the stock of the Corporation owned by him. The certificates representing shares of such stock shall be numbered in the order in which they shall be issued and shall be signed in the name of the Corporation by the President or a Vice President, and by the Secretary or an Assistant Secretary or by the Treasurer or an Assistant Treasurer. Any of or all of the signatures on the certificates may be a facsimile. In case any officer, transfer agent or registrar who has signed, or whose facsimile signature has been placed upon, any such certificate, shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, such certificate may nevertheless be issued by the Corporation with the same effect as though the person who signed such certificate, or whose facsimile signature shall have been placed thereupon, were such officer, transfer agent or registrar at the date of issue.  A record shall be kept of the respective names of the persons, firms or corporations owning the stock represented by such certificates, the number and class of shares represented by such certificates, respectively, and the respective dates thereof, and in case of cancellation, the respective dates of cancellation. Every certificate surrendered to the Corporation for exchange or transfer shall be cancelled, and no new certificate or certificates shall be issued in exchange for any existing certificate until such existing certificate shall have been so cancelled, except in cases provided for in Section 6.04.

SECTION 6.02 Transfers of Stock. Transfers of shares of stock of the Corporation shall be made only on the books of the Corporation by the registered holder thereof, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary, or with a transfer clerk or a transfer agent appointed as provided in Section 6.03, and upon surrender of the certificate or certificates for such shares properly endorsed and the payment of all taxes thereon. The person in whose name shares of stock stand on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation. Whenever any transfer of shares shall be made for collateral security, and not absolutely, such fact shall be so expressed in the entry of transfer if, when the certificate or certificates shall be presented to the Corporation for transfer, both the transferor and the transferee request the Corporation to do so.

SECTION 6.03 Regulations. The Board may make such rules and regulations as it may deem expedient, not inconsistent with these Bylaws, concerning the issue, transfer and registration of certificates for shares of the stock of the Corporation. It may appoint, or authorize any officer or officers to appoint, one or more transfer clerks or one or more transfer agents and one or more registrars, and may require all certificates for stock to bear the signature or signatures of any of them.

SECTION 6.04 Lost, Stolen, Destroyed, and Mutilated Certificates. In any case of loss, theft, destruction, or mutilation of any certificate of stock, another may be issued in its place upon proof of such loss, theft, destruction, or mutilation and upon the giving of a bond

of indemnity to the Corporation in such form and in such sum as the Board may direct; provided, however, that a new certificate may be issued without requiring any bond when, in the judgment of the Board, it is proper so to do.

SECTION 6.05 Fixing Date for Determination of Stockholders of Record.  In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any other change, conversion or exchange of stock or for the purpose of any other lawful action, the Board may fix, in advance, a record date, which shall not be more than 60 nor less than 10 days before the date of such meeting, nor more than 60 days prior to any other action. If in any case involving the determination of stockholders for any purpose other than notice of or voting at a meeting of stockholders or expressing consent to corporate action without a meeting the Board shall not fix such a record date, the record date for determining stockholders for such purpose shall be the close of business on the day on which the Board shall adopt the resolution relating thereto. A determination of stockholders entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of such meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.

ARTICLE VII

Indemnification

SECTION 7.01 Action, Etc. Other Than by or in the Right of the Corporation. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, that he had reasonable cause to believe that his conduct was unlawful.

SECTION 7.02 Actions, Etc., by or in the Right of the Corporation. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer,

employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

SECTION 7.03 Determination of Right of Indemnification. Any indemnification under Section 7.01 or 7.02 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 7.01 and 7.02. Such determination shall be made (i) by the Board by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iii) by the stockholders.

SECTION 7.04 Indemnification Against Expenses of Successful Party.  Notwithstanding the other provisions of this Article, to the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 7.01 or 7.02, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

SECTION 7.05 Prepaid Expenses. Expenses incurred by an officer or director in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board in the specific case upon receipt of an undertaking by or on behalf of the director or officer to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation as authorized in this Article. Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board deems appropriate.

SECTION 7.06 Other Rights and Remedies. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any Bylaws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

SECTION 7.07 Insurance. Upon resolution passed by the Board, the Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article.

SECTION 7.08 Constituent Corporations. For the purposes of this Article, references to “the Corporation” include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation, so that any person who is or was a director, officer, employee or agent of such a constituent corporation or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Article with respect to the resulting or surviving corporation as he would if he had served the resulting or surviving corporation in the same capacity.

SECTION 7.09 Other Enterprises, Fines, and Serving at Corporation’s Request. For purposes of this Article, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article.

ARTICLE VIII

Miscellaneous

SECTION 8.01 Seal. The Board shall provide a corporate seal, which shall be in the form of a circle and shall bear the name of the Corporation and words and figures showing that the Corporation was incorporated in the State of Delaware and the year of incorporation.

SECTION 8.02 Waiver of Notices. Whenever notice is required to be given by these Bylaws or the Certificate of Incorporation or by law, the person entitled to said notice may waive such notice in writing, either before or after the time stated therein, and such waiver shall be deemed equivalent to notice.

SECTION 8.03 Amendments. These Bylaws, or any of them, may be altered, amended or repealed, and new Bylaws may be made, (i) by the Board, by vote of a majority of the number of directors then in office as directors, acting at any meeting of the

Board, or (ii) by the stockholders, at any annual meeting of stockholders, without previous notice, or at any special meeting of stockholders, provided that notice of such proposed amendment, modification, repeal or adoption is given in the notice of special meeting. Any Bylaws made or altered by the stockholders may be altered or repealed by either the Board or the stockholders.

CERTIFICATE OF ASSISTANT SECRETARY

I, the undersigned, do hereby certify:

1. That I am the duly elected and acting Assistant Secretary of Atlantic/Palm Beach Ambulance Acquisition, Inc., a Delaware corporation; and

2. That the foregoing bylaws, comprising 16 pages, constitute the bylaws of said corporation as duly adopted by action of the sole stockholder or board of directors of the Corporation.

IN WITNESS WHEREOF, I have executed this Certificate as Assistant Secretary of the Corporation effective as of this 27 day of March, 1992.

/s/ Gerard A. Thompson

Gerard A. Thompson

ATLANTIC/PALM BEACH AMBULANCE, INC.

Action by Written Consent of Sole Director

The undersigned, being the sole director of Atlantic/Palm Beach Ambulance, Inc., a Delaware corporation, hereby consents to the following action and adopts the following resolution:

RESOLVED: The By-Laws of the Corporation be and are hereby amended to fix the number of Directors of the Corporation to one.

This consent shall be filed with the minutes of meetings of the directors of this corporation and shall be treated for all purposes as action taken at a meeting.

/s/ John Grainger

John Grainger

Sole Director

DATED: November 1, 2000

ACTION OF SOLE SHAREHOLDER
OF
ATLANTIC/PALM BEACH AMBULANCE, INC.
BY WRITTEN CONSENT
IN LIEU OF SPECIAL MEETING

The following action is taken by the sole shareholder of Atlantic/Palm Beach Ambulance, Inc., a Delaware corporation (the “Company”), through this action by Written Consent and in lieu of holding a special meeting of the shareholder, pursuant to Section 228 of the General Corporation Law of Delaware, the Articles of Incorporation of the Company and the Bylaws of the Company:

Ratification of Past Acts

WHEREAS, the Bylaws of the Company formerly required the shareholder to elect not less than two people to the Board of Directors;

WHEREAS, the Board of Directors has passed a resolution amending the Bylaws to require the shareholder to elect not less than one person to the Board of Directors,

NOW, THEREFORE, BE IT:

RESOLVED, that the acts of the directors of the Company taken prior to the date hereof, including, without limitation, any actions taken with respect to the number of directors required by the Company’s Bylaws or Articles of Incorporation, hereby are, in all respects ratified, confirmed and approved.

The foregoing action is consented to, without a meeting, by the sole shareholder of the Company as evidenced by the execution of this instrument.

Dated as of          , 2000

AMERICAN MEDICAL RESPONSE, INC.,

a Delaware corporation, sole shareholder

/s/ John R. Grainger

By: John R. Grainger

Title: President and Chief Executive Officer

EX-3.79

Exhibit 3.79

ARTICLES OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
BESTPRACTICES, INC.

BestPractices, Inc. (the “Corporation”), pursuant to Title 13.1, Chapter 9, Article 11 of the Code of Virginia, hereby executes the following articles of amendment and sets forth:

1.The name of the corporation is BestPractices, Inc.

2.The Articles of Incorporation of the Corporation, filed with the Virginia State Corporation Commission (the “Commission”) on February 16, 1989, as amended and.  restated by the Articles of Restatement filed with the Commission on April 14, 2004, as amended by Amendment to Amended and Restated Articles of Incorporation, filed with the Commission on April 28, 2004, as amended and restated by Second Amended and Restated Articles of Incorporation, filed with the Commission on May 12, 2004 (collectively, the “Restated Articles”) and as further amended by the Articles of Amendment of Articles of Incorporation filed with the Commission on May 18, 2004 and the Articles of Amendment of Articles of Incorporation filed with the Commission on March 1, 2005, is hereby amended as follows:

The fifth paragraph of Exhibit A of the Restated Articles which currently states:

FIFTH:  Board of Directors.  The number of directors to serve on the Board of Directors of the Corporation shall be five (5).  For so long as any shares of Series A Convertible Preferred Stock remain issued and outstanding, the holders of the Series A Convertible Preferred Stock, voting as a separate class, shall he entitled to elect two (2) directors of the Corporation.  The holders of the Common Stock, voting as a separate class, shall be entitled to elect one (1) director of the Corporation.  The two (2) directors elected by the holders of the Series A Convertible Preferred Stock and the one (1) director elected by the holders of Common Stock shall, by mutual agreement, appoint two (2) directors.  At any meeting (or in a written consent in lieu thereof) held for the purpose of electing directors, the presence in person or by proxy (or the written consent) of the holders of a majority of the shares of Series A Convertible Preferred Stock then outstanding shall constitute a quorum of the Series A Convertible Preferred Stock for the election of directors to be elected solely by the holders of the Series A Convertible Preferred Stock.  After prior approval of their nominee, a vacancy in any directorship elected by the holders of the Series A Convertible Preferred Stock shall be filled only by vote or written consent of the Series A Convertible Preferred Stock, and a vacancy in any directorship elected by the holders of the Common Stock shall be filled only by vote or

written consent of the holders of Common Stock.  A removal from any directorship elected by the holders of the Series A Convertible Preferred Stock shall be accomplished only by vote or written consent of the holders of the Series A Convertible Preferred Stock, and a removal from any directorship elected by the holders of Common Stock shall be accomplished only by vote or written consent of the holders of the Common Stock.  The Corporation shall not increase or decrease the number of directors constituting the Board of Directors to a number other than five (5), without the written consent or affirmative vote of the holders at least two-thirds (2/3) of the then outstanding shares of Series A Convertible Preferred Stock, given in writing or by vote at a meeting, consenting or voting (as the case may be) separately as a series.

is hereby deleted in its entirety and replaced with the following:

FIFTH:  Board of Directors.  The number of directors to serve on the Board of Directors of the Corporation shall not less than three (3) and not more than five (5), as set by the shareholders.  For so long as any shares of Series A Convertible Preferred Stock remain issued and outstanding, the holders of the Series A Convertible Preferred Stock, voting as a separate class, shall be entitled to elect two (2) directors of the Corporation.  The holders of the Common Stock, voting as a separate class, shall be entitled to elect one (1) director of the Corporation.  The two (2) directors elected by the holders of the Series A Convertible Preferred Stock and the one (1) director elected by the holders of Common Stock may, by mutual agreement, appoint up to two (2) additional directors.  At any meeting (or in a written consent in lieu thereof) held for the purpose of electing directors, the presence in person or by proxy (or the written consent) of the holders of a majority of the shares of Series A Convertible Preferred Stock then outstanding shall constitute a quorum of the Series A Convertible Preferred Stock for the election of directors to be elected solely by the holders of the Series A Convertible Preferred Stock.  After prior approval of their nominee, a vacancy in any directorship elected by the holders of the Series A Convertible Preferred Stock shall be filled only by vote or written consent of the Series A Convertible Preferred Stock, and a vacancy in any directorship elected by the holders of the Common Stock shall be filled only by vote or written consent of the holders of Common Stock.  A removal from any directorship elected by the holders of the Series A Convertible Preferred Stock shall be accomplished only by vote or written consent of the holders of the Series A Convertible Preferred Stock, and a removal from any directorship elected by the holders of Common Stock shall be accomplished only by vote or written consent of the holders of the Common Stock.  The Corporation shall not increase or decrease the number of directors constituting the Board of Directors to a number other than five (5), without the written consent or affirmative vote of the holders at least two-thirds (2/3) of the then outstanding shares of Series A Convertible Preferred Stock, given in writing or by vote at a meeting, consenting or voting (as the case may be) separately as a series.

3.The foregoing amendment was adopted on May 1, 2005 by the unanimous written consent of the Board of Directors and by the unanimous written consent of the shareholders.

IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be executed by Thom A. Mayer, M.D., the President of the Corporation, on May, 1, 2005.

BESTPRACTICES, INC.

/s/ Thom A. Mayer

Thom A. Mayer, M.D., President

ARTICLES OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
BESTPRACTICES, INC.

BestPractices, Inc. (the “Corporation”), a corporation organized and existing under and pursuant to Title 13.1, of the Code of Virginia, hereby certifies the following:

1.The name of the corporation is BestPractices, Inc.

2.The Articles of Incorporation of the Corporation, filed with the Virginia Corporation Commission (“Commission”) on February 16, 1989, as amended and restated by Articles of Restatement filed with the Commission on April 14, 2004, as amended by Amendment to Amended and Restated Articles of Incorporation, filed with the Commission on April 28, 2004, as amended and restated by Second Amended and Restated Articles of Incorporation, filed with the Commission on May 12, 2004 (collectively, the “Restated Articles”) and as further amended by the Articles of Amendment of Articles of Incorporation filed with the Commission on May 18, 2004 is hereby again being amended as follows:

A.The fourth paragraph of Exhibit A of the Restated Articles which currently states:

FOURTH:  Capitalization: The total number of shares of stock the Corporation shall have authority to issue is (i) 39,583,335 shares of Common Stock, $.001 par value per share (“Common Stock”), and (ii) 12,189,020 shares of Preferred Stock, $.001 par value per share (“Preferred Stock”) of which 12,189,020 shares shall be designated as Series A Convertible Preferred Stock.

is hereby deleted in its entirety and replaced with the following:

FOURTH: Capitalization: The total number of shares of stock the Corporation shall have authority to issue is (i) 39,583,335 shares of Common Stock, $.001 par value per share (“Common Stock”), and (ii) 13,126,754 shares of Preferred Stock, $.001 par value per share (“Preferred Stock”) of which 13,126,754 shares shall be designated as Series A Convertible Preferred Stock.

B.Section 1 of Exhibit B of the Restated Articles which currently states:

1.Number of Shares.  The Series A Convertible Preferred Stock shall consist of Twelve Million One Hundred Eighty Nine Thousand and Twenty shares (12,189,020).

is hereby deleted in its entirety and replaced with the following:

1.Number of Shares.  The Series A Convertible Preferred Stock shall consist of Thirteen Million One Hundred Twenty Six Thousand Seven Hundred and Fifty Four shares (13,126,754).

3.These Amendments of the Restated Articles were approved by the unanimous written consent of the sole director of the Corporation and the unanimous written consent of the stockholders of the Corporation.

IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be executed by Thom A. Mayer, MD, the President of the Corporation on November 29, 2004.

BESTPRACTICES, INC.

/s/ Thom A. Mayer

Thom A. Mayer, M.D., President

ARTICLES OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
BESTPRACTICES, INC.

Best Practices, Inc.  (the “Corporation”).  a corporation organized and existing under and pursuant to Title 13.1, of the (Code of Virginia, hereby) certifies the following:

1.The name of the corporation is BestPractices, Inc.

2.The Articles of Incorporation of the Corporation, filed with the Virginia Corporation Commission (the “Commission”) on February 16 1989, as amended and restated by Articles of Restatement filed with the Commission on April 14, 2004, as amended by Amendment to Amended and Restated Articles of Incorporation, filed with the Commission on April 28, 2004, as amended and restated by Articles of Restatement filed with the Commission on May 12, 2004 (collectively, the “Restated Articles”) is hereby again being amended as follows:

Section 5(b) of Exhibit R of the Restated Articles which currently states.

(b)Consent to any liquidation, reorganization, recapitalization, dissolution or winding up of the Corporation or consolidation or merger into or with any other entity or entities or the sale, lease, license, abandon, transfer or other disposition of all or any substantial portion of its assets or the entering into of any other similar transaction or series of transactions in which more than 30% of the voting power of the Corporation is transferred:

is hereby deleted in its entirety and replaced with the following:

(b)Consent to any liquidation, reorganization, recapitalization, dissolution or winding up of the Corporation or consolidation or merger into or with any other entity or entities or the sale, lease, license, abandon, transfer or other disposition of all or any substantial portion of its assets or the entering into of any other similar transaction or series of transactions in which more than 15% of the voting power of the Corporation is transferred:

3.This Amendment of the Restated Articles was approved by the unanimous written consent of the sole director of the Corporation and the unanimous written consent of the stockholders of the Corporation.

IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be executed by Thom A. Mayer, MD, the President of the Corporation on May 17, 2004.

BESTPRACTICES, INC.

/s/ Thom A. Mayer

Thom A. Mayer, M.D., President

ARTICLES OF RESTATEMENT
OF
ARTICLES OF INCORPORATION
OF
BESTPRACTICES, INC.

The undersigned, pursuant to the provisions of the Virginia Stock Corporation Act of 1983.  as amended (“Virginia Stock Corporation Act”), does make and file these Articles of Restatement and does hereby certify as follows:

I.The name of the Corporation is BestPractices, Inc. (the “Corporation”).

II.The Articles of Incorporation of the Corporation filed with the Virginia Corporation Commission (“Commission”) on February 16, 1989, as amended and restated by Articles of Restatement filed with the Commission on April 14, 2004, as amended by Amendment to Amended and Restated Articles of Incorporation, filed with the Commission on April 28, 2004, is hereby again amended and restated in its entirety to read as set forth in Exhibit A attached hereto and incorporated herein

III.The Restatement of the Articles of Incorporation of the Corporation, including without limitation the determination of the designation, preferences and the relative, participating, optional or other rights, and the qualifications, limitations or restrictions thereof relating to the Series A Convertible Preferred Stock of the Corporation, was duly adopted by the Board of Directors pursuant Section 13.1-711of the Virginia Stock Corporation Act.

IV.The Restatement of the Articles of Incorporation of the Corporation, including without limitation the determination of the designation, preferences and the relative, participating, optional or other rights, and the qualifications, limitations or restrictions thereof, relating to the Series A Convertible Preferred Stock of the Corporation, was duly adopted by the unanimous written consent of the shareholders of the Corporation pursuant Section 13.1-710 of the Virginia Stock Corporation Act.

BESTPRACTICES, INC.

/s/ Thom A. Mayer

Thom A. Mayer, M.D.

Chief Executive Officer

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EXHIBIT A

SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION

OF

BESTPRACTICES, INC.

FIRST:  Name: The name of the corporation is BestPractices, Inc.

SECOND:  Registered Office:  The registered office of the Corporation shall be 11350 Random Hills Road, Suite 500, Fairfax, Virginia 22030 in the County of Fairfax and the registered agent shall be J. Robert McAllister, III, who is a resident of Virginia, member of the Virginia State Bar and whose business address is the same as that of the registered office of the Corporation.

THIRD:  Purposes:  The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the Virginia Stock Corporation Act.

FOURTH:  Capitalization:  The total number of shares of stock the Corporation shall have authority to issue is (i) 39,583,335 shares or Common Stock, $.001 par value per share (“Common Stock”), and (ii) 12,189,020 shares of Preferred Stock $.001 par value per share (“Preferred Stock”) of which 12,189,020 shares shall be designated as Series A Convertible Preferred Stock.

The following is a statement of the designations and the powers, privileges and rights, and the qualifications, limitations or restrictions in respect of each class of capital stock of the Corporation.

A.  COMMON STOCK.

1.  General.  The voting, dividend and liquidation rights of the holders of the Common Stock are subject to and qualified by the rights of the holders of the Preferred Stock of any series as may be designated by the Board of Directors upon any issuance of the Preferred Stock of any such series.

2.  Voting.  The holders of Common Stock, are entitled to one vote for each share and shall be entitled to notice of any shareholders meetings in accordance with the bylaws of this Corporation.  There shall he no cumulative voting.

3.  Dividends.  Subject to the rights of holders of Preferred Stock which may from time to time come into existence, holders of Common Stock shall be entitled to receive distributions in cash, stock or property of the Corporation as may be declared thereon by the Board of Directors from funds lawfully available therefore as and when

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determined by the Board of Directors and subject to any preferential dividend rights of any then outstanding Preferred Stock.

4.  Liquidation.  Upon the dissolution or liquidation of the Corporation, whether voluntary or involuntary, after payment in full of the amounts required to be paid to the holders of Preferred Stock, the remaining assets and funds of the Corporation shall be distributed pro-rata to the holders of Common Stock.

B.  PREFERRED STOCK.

1.Preferences, Limitations and Rights Generally.  The Board of Directors may determine the preferences, limitations and relative rights, to the extent permitted by the Virginia Stock Corporation Act, of any class of shares of Preferred Stock before the issuance of any shares of that class, or of one or more series within a class before the issuance of any shares of that series.  Each class or series shall be appropriately designated by a distinguishing designation prior to the issuance of any shares thereof.  The Preferred Stock of all series shall have preferences, limitations and relative rights identical with those of other shares of the same series and, except to the extent otherwise provided in the description of the series, with those of shares of other series of the same class.

Prior to the issuance of any shares of a class or series of Preferred Stock, (1) the Board of Directors shall establish such class or series by adopting a resolution and by filing with the Commission articles of amendment or restatement setting forth the designation and number of shares of the class or series and the relative rights and preferences thereof, and (2) the Commission shall have issued a certificate of amendment or restatement.

2.Series A Convertible Preferred Stork.  The rights, preferences, privileges and restrictions granted to and imposed on the Series A Convertible Preferred Stock are as set forth on Exhibit B attached hereto and incorporated herein.

C.  PREEMPTIVE RIGHTS.  Unless otherwise explicitly granted in these Articles of Incorporation or in agreements between the Corporation and shareholders, each shareholder of the Corporation shall not, by reason of his holding shares in the Corporation, possess a preemptive and preferential right to purchase or subscribe to additional, unissued or treasury shares, or rights to purchase shares, of any class or series of the Corporation, now or hereafter to be authorized, and any notes, debentures, bonds or other securities convertible into or carrying rights to purchase shares of any class or series, now or hereafter.

FIFTH:  Board of Directors.  The number of directors to serve on the Board of Directors of the Corporation shall be five (5).  For so long as any shares of Series A Convertible Preferred Stock remain issued and outstanding, the holders of the Series A

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Convertible Preferred Stock, voting as a separate class, shall be entitled to elect two (2) directors of the Corporation.  The holders of the Common Stock, voting as a separate class, shall be entitled to elect one (1) director of the Corporation.  The two (2) directors elected by the holders of the Series A Convertible Preferred Stock and the one (I) director elected by the holders of Common Stock shall, by mutual agreement, appoint two (2) directors.  At any meeting (or in a written consent in lieu thereof) held for the purpose of electing directors, the presence in person or by proxy (or the written consent) of the holders of a majority of the shares of Series A Convertible Preferred Stock then outstanding shall constitute a quorum of the Series A Convertible Preferred Stock for the election of directors to be elected solely by the holders of the Series A Convertible Preferred Stock.  After prior approval of their nominee, a vacancy in any directorship elected by the holders of the Series A Convertible Preferred Stock shall he filled only by vote or written consent of the holders of the Series A Convertible Preferred Stock, and a vacancy in any directorship elected by the holders of the Common Stock shall be filled only by vote or written consent of the holders of the Common Stock.  A removal from any directorship elected by the holders of the Series A Convertible Preferred Stock shall he accomplished only by vote or written consent of the holders of the Series A Convertible Preferred Stock, and a removal from any directorship elected by the holders of the Common Stock shall he accomplished only by vote or written consent of the holders of the Common Stock.  The Corporation shall not increase or decrease the number of directors constituting the Board of Directors to a number other than five (5), without the shareholder approval required by the bylaws of the Corporation and the written consent or affirmative vote of the holders at least two-thirds (2/3) of the then outstanding shares of Series A Convertible Preferred Stock, given in writing or by vote at a meeting, consenting or voting (as the case may be) separately as a series.

SIXTH:  Indemnity.  To the fullest extent permitted by the Virginia Stock Corporation Act, as it exists on the date hereof or as hereafter amended, the Corporation shall indemnify fully, or if not possible, partially, each of its directors and persons who serve at its request as directors at another organization, including subsidiaries, partnerships, or joint ventures, in which it owns shares or of which it is a creditor (hereinafter collectively “Director”), against expenses, including fees and expenses of counsel and experts selected by any such Director (hereinafter “Expenses”), and any liabilities, including amounts of judgments, taxes, fines, penalties and amounts paid or to be paid in settlement (hereinafter “Liabilities”) imposed upon or reasonably incurred by such Director or on his behalf in connection with any threatened, pending or completed claim, action, suit or other proceeding, whether civil, criminal, administrative or investigative, whether derivative or a third-party action, whether formal or informal, including audits, the activities of or service upon special committees of the board and other forms of alternate dispute resolution, such as arbitration proceedings (hereinafter collectively “Proceedings”), in which such Director may be involved or with which he may be threatened as a party, whether as plaintiff or defendant, or otherwise, including,  but not limited to, subpoenaed testimony in investigative proceedings, while in office or

4

thereafter, by reason of the fact that he is, or was, or has agreed to become, such Director or his acts or omissions as such Director, unless with exception of court-ordered indemnification, such Director shall be unsuccessful in defending such Proceeding and finally adjudged in any legal proceeding not to have acted in good faith.  Such indemnification shall not cover Liabilities towards the Corporation resulting either from claims by the corporation or derivative suits, provided, however, that such indemnification shall not cover liabilities in connection with any matter which shall be disposed of through a compromise payment by such Director, pursuant to a consent decree or otherwise, unless such compromise shall be approved as in the best interest of the Corporation, after notice that it involved such indemnification (a) by a vote of the directors in which no interested director participates, or (b) by a vote or the written approval of the holders of a majority of the outstanding stock at the time having the right to vote for directors, not counting as outstanding any stock owned by any interested director.  It is the intent of these permissions to indemnify Director to the fullest extent not specifically prohibited by law, including indemnification against claims brought derivatively, in the name of the Corporation, and that such Directors need not exhaust any other remedies.

A.ADVANCES.  Such indemnification may include payments by the Corporation of expenses incurred by a Director in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding upon receipt of (i) a written statement executed personally of his good faith belief that he has met any standard of conduct that is a prerequisite of his entitlement to indemnification pursuant to this FIFTH Article and (ii) a written undertaking executed personally, to repay such payment if he shall he adjudicated to be not entitled to indemnification under these provisions.

B.OTHERS.  Indemnification of officers, employees and other agents of the Corporation (including persons who serve at its request as employees or other agents of another organization in which it owns shares or of which it is a creditor may be provided by the Corporation to whatever extent shall be authorized by the directors before or after the occurrence of any event as to or in consequence of which indemnification might be sought.  Any indemnification to which a person is entitled under these provisions may be provided although the person to be indemnified is no longer a director, officer, employee or agent of the Corporation or of such other organization.

C.FURTHER INDEMNITY.  The rights of indemnification hereby provided shall not be exclusive of or affect other rights to which any director, officer, employee or agent may be entitled.  As used in this paragraph the terms “director” and “officer” include their respective heirs, executors and administrators, and an “interested” director or officer is one against whom as such the proceedings in question or another proceeding on the same or similar grounds is then pending.

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SEVENTH:  Limitation of Liability: To the fullest extent that the Virginia State Corporation Act (as it exists on the date hereof or as hereafter amended) permits the limitation of liability or elimination of liability of Directors or officers, no Director or officer of the Corporation shall be liable to the Corporation or its shareholders for any monetary damages arising out of any transaction occurrence or course of conduct.

EIGHTH:  Repurchase of Shares: To the extent allowed by the Virginia Stock Corporation Act and subject to the rights of holders of any Preferred Stock (or such holders’ written consent to a repurchase), the Corporation may repurchase directly or indirectly its own shares to the extent the money or other property paid or the indebtedness issued therefore does not render the Corporation unable to pay its debts as they become due in the usual course of business.  Such repurchased shares shall constitute authorized but unissued shares of the same

6

EXHIBIT B

Designations, Powers,
Preferences and Rights
of the
Series A Convertible Preferred Stock
(“Designation”)

of

BestPractices, Inc.

1.Number of Shares.  The Series A Convertible Preferred Stock shall consist of Twelve Million, One Hundred Eighty Nine Thousand and Twenty shares (12,189,020).

2.Voting.  Except as may be otherwise provided in these terms of the Series A Convertible Preferred Stock or by law, the Series A Convertible Preferred Stock shall vote together with all other classes and series of stock of the Corporation as a single class on all actions to be taken by the stockholders of the Corporation, including, but not limited to, actions amending the Articles of Incorporation to increase or decrease the number of authorized shares of Common Stock.  Each share of Series A Convertible Preferred Stock shall entitle the holder thereof to such number of votes per share on each such action as shall equal the number of shares of Common Stock (including fractions of a share) into which each share of Series A Convertible Preferred Stock is then convertible.

3.Dividends.  The holders of the Series A Convertible Preferred Stock shall be entitled to receive, out of funds legally available therefor, if, as, and when declared by the Board of Directors, or upon liquidation or winding up or upon redemption, dividends at the rate per annum of Eight Percent (8%) of the Original Purchase Price (as defined below) per share (the “Accruing Dividends”).  Accruing Dividends shall accrue from day to day, whether or not earned or declared, and shall be cumulative.  Accruing Dividends with respect to a share of Series A Convertible Preferred Stock which are accruable, payable and, or in arrears shall, upon conversion of such share into Common Stock in accordance with Section 6 hereof, not then or thereafter be paid and shall be cancelled and cease to be accruable, payable and/or in arrears.  Unless all Accrued Dividends on the Series A Convertible Preferred Stock shall have been paid then (i) no dividend whatsoever shall be paid or declared on the Common Stock and no distribution shall be made on any Common Stock and (ii) without the consent of holders of two third (2/3) of the then outstanding Series A Convertible Preferred Stock, no shares of Common Stock shall be purchased, redeemed, or acquired by the Corporation, provided, however that this restriction shall not apply to the repurchase of shares of Common Stock held by

employees, officers, directors, consultants, or other persons performing services for the Corporation or any wholly or majority-owned subsidiary that are subject to restrictive stock purchase agreements under which the Corporation has the option or obligation to repurchase shares in accordance with such agreements.

4.Liquidation.  Upon any liquidation, dissolution or winding up of the Corporation (a “Liquidation Event”), whether voluntary or involuntary, the holders of the shares of Series A Convertible Preferred Stock shall be entitled to receive, prior and in preference to any distribution or payment to be made upon any stock ranking in liquidation junior to the Series A Convertible Preferred Stock, an amount equal to $.5332 per share (“Original Purchase Price”) plus (ii) an amount equal to all Accruing Dividends unpaid thereon (whether or not declared) and any other dividends declared but unpaid thereon, computed to the date payment thereof is made available.  After the distribution described above has been paid, and subject to the rights of series of Preferred Stock which may from time to time come into existence, the remaining assets of the Corporation available for distribution to shareholders shall be distributed among the holders of Series A Convertible Preferred Stock and Common Stock pro-rata based on the number of shares of Common Stock held by each (assuming full conversion of all of such Series A Preferred Stock in accordance with Section 6; provided however that for purposes of this Section 4, Accruing Dividends shall not be included in the determination of the Conversion Numerator).  The amounts payable to holders of Series A Convertible Preferred Stock as set forth in this Section 4 with respect to one share of Series A Convertible Preferred Stock is sometimes referred to as the “Liquidation Preference Payment,” and with respect to all shares of Series A Convertible Preferred Stock is sometimes referred to as the “Liquidation Preference Payments.”  If upon such Liquidation Event the assets to be distributed among the holders of shares of Series A Convertible Preferred Stock shall be insufficient to permit payment to the holders of shares of Series A Convertible Preferred Stock of the amount distributable as aforesaid when the entire assets of the Corporation to be so distributed shall be distributed ratably among the holders of shares of Series A Convertible Preferred Stock.  Written notice of such Liquidation Event, stating a payment date, the amount of the Liquidation Preference Payments and the place where said Liquidation Preference Payments shall be payable, shall be delivered in person, mailed by certified or registered mail, return receipt requested, nationally recognized overnight courier, or sent by telecopier or telex, not less than 20 days prior to the payment date stated therein, to the holders of record of Series A Convertible Preferred Stock, such notice to be addressed to each such holder at its address as shown by the records of the Corporation.  For purposes of this Section 4, a Liquidation Event shall be deemed to include, and have occurred upon (i) the acquisition of the Corporation by another entity by means of any transaction or series of related transactions (including without limitation, consolidation, merger or reorganization but excluding any merger effected exclusively for the purpose of changing the domicile of the Corporation to a different jurisdiction, or (ii) the sale, lease, abandonment, transfer or other disposition by the Corporation of all or substantially all its assets:  UNLESS the

2

Corporation’s shareholders of record as constituted immediately prior to such acquisition or sale described in (i) and (ii) above will immediately after such acquisition or sale by the virtue of securities issued as consideration for the Corporation’s acquisition or sale or otherwise hold at least 50% of the voting power of the surviving or acquiring entity.  For purposes hereof, the Common Stock shall rank on liquidation junior to the Series A Convertible Preferred Stock.

Notwithstanding anything to the contrary contained in the foregoing, by vote or written consent of the holders of two-thirds (2/3) of the shares of Series A Convertible Preferred Stock then outstanding, the holders of such shares may waive the right to treat any of the foregoing events as a deemed Liquidation Event.

5.Restrictions.  For so long as any shares of Series A Convertible Preferred Stock are outstanding, except where the vote or written consent of the holders of a greater number of shares of the Corporation is required by law, by its Articles of Incorporation or its Bylaws, and in addition to any other vote required by law or its Articles of Incorporation or its Bylaws, without the approval of the holders of at least two-thirds (2/3) of the then outstanding shares of Series A Convertible Preferred Stock, given in writing or by vote at a meeting, consenting or voting (as the case may be) separately as a series, the Corporation will not:

(a)Authorize additional or issue any equity securities, debt securities, convertible securities or other derivatives, other than the shares of Common Stock excepted under Section 6(e) hereof:

(b)Consent to any liquidation, reorganization, recapitalization, dissolution or winding up of the Corporation or consolidation or merger into or with any other entity or entities or the sale, lease, license, abandon, transfer or other disposition of all or any substantial portion of its assets or the entering into of any other similar transaction or series of transactions in which more than 30% of the voting power of the Corporation is transferred:

(c)Alter of change the rights, preferences, or privileges of the shares of Series A Convertible Preferred Stock, or increase or decrease (other than by redemption or conversion) the total number of authorized shares of Series A Convertible Preferred Stock or otherwise take any other action that materially affects the rights of holders of Series A Convertible Preferred Stock:

(d)Amend, alter or repeal its Articles of Incorporation or Bylaws:

(e)Purchase or set aside any sums for the purchase of any shares of stock, except for the purchase of shares of Common Stock from former employees of the Corporation who acquired such shares directly from the Corporation, if each such purchase is made pursuant to contractual rights held by the Corporation relating to the

3

termination of employment of such former employee and the purchase price does not exceed the original issue price paid by such former employee to the Corporation for such shares, or pay any dividend or make any distribution on any shares of stock other than Series A Convertible Preferred Stock:

(f)Redeem or otherwise acquire any shares of capital stock of the Corporation, or redeem or otherwise acquire any shares of Series A Convertible Preferred Stock except as expressly authorized in Section 7 hereof:

(g)Incur indebtedness, in a single transaction or a series of related transactions if such indebtedness exceeds $250,000 (unless such indebtedness has been specifically approved in the Corporation’s annual Financial Plan in which case such 2/3 vote shall not be required):

(h)Enter into any agreement, or series of agreements, with any person or entity requiring the expenditure or compensation by the Corporation if (i) the agreement requires a payment or obligation of the Corporation in excess of $75,000 (individually or in the aggregate) and was not included in the annual Financial flan or (ii) regardless of whether it is set forth in the annual Financial Plan, the agreement requires a payment or obligation of the Corporation in excess of $250,000 (individually or in the aggregate):

(i)Materially alter or change the Corporation’s line of business or future prospects:

(j)Pledge any assets of the Corporation, in any single transaction or series of related transactions, if such transaction was not specifically approved in the Corporation’s annual Financial Plan and is in excess of $250,000:

(l)Appoint a new person to serve as any senior officer of the Corporation (such officers shall include Chief Executive Officer, President, Chief Operating Officer, Chief Financial Officer and any other chief x officer as designated by the Corporation): or

(m)Approve and implement, or materially amend, any annual business or financial plan that has not been approved by the Directors elected by holders of the Series A Convertible Preferred Stock (“Financial Plan”).

6.Conversion.  The holders of shares of Series A Convertible Preferred Stock shall have the following conversion rights:

(a)Right to Convert.  Subject to the terms and conditions of this Section 6, the holder of any share or shares of Series A Convertible Preferred Stock shall have the right, at such holder’s option at any time, to convert any such shares of Series A

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Convertible Preferred Stock (except that upon any Liquidation Event of the Corporation, the right of conversion shall terminate at the close of business on the business day upon which Liquidation Preference Payments have been made to holders of Series A Convertible Preferred Stock) into such number of fully paid and nonassessable shares of Common Stock as is obtained by (i) multiplying the number of shares of Series A Convertible Preferred Stock so to be converted by $.5332 plus any Accruing Dividends (“Conversion Numerator”) and (ii) dividing the result by the conversion price of $.5332 per share or, in case an adjustment of such price has taken place pursuant to the further provisions of this Section 6, then by the conversion price as last adjusted and in effect at the date any share or shares of Series A Convertible Preferred Stock are surrendered for conversion (such price, or such price as last adjusted, being referred to as the “Conversion Price”).  Such rights of conversion shall be exercised by the holder thereof by giving written notice that the holder elects to convert a stated number of shares of Series A Convertible Preferred Stock into shares of Common Stock and by surrender of a certificate or certificates for the shares so to be converted to the Corporation at its principal office (or such other office or agency of the Corporation as the Corporation may designate by notice in writing to the holders of the Series A Convertible Preferred Stock) at any time during its usual business hours on the date set forth in such notice, together with a statement of the name or names (with address) in which the certificate or certificates for shares of Common Stock shall be issued.

(b)Issuance of Certificates; Time Conversion Effected.  Promptly after the receipt of the written notice referred to in Section 6(a) and surrender of the certificate or certificates for the share or shares of Series A Convertible Preferred Stock to be converted, the Corporation shall issue and deliver, or cause to be issued and delivered, to the holder, registered in such name or names as such holder may direct, a certificate or certificates for the number of whole shares of Common Stock issuable upon the conversion of such share or shares of Series A convertible Preferred Stock.  To the extent permitted by law, such conversion shall be deemed to have been effected and the Conversion Price shall be determined as of the close of business on the date on which such written notice shall have been received by the Corporation and the certificate or certificates for such share or shares shall have been surrendered as aforesaid, and at such time the rights of the holder of such share or shares of Series A Convertible Preferred Stock shall cease, and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares represented thereby.

(c)Fractional Shares; Dividends; Partial Conversion.  No fractional shares shall be issued upon conversion of shares of Series A Convertible Preferred Stock into shares of Common Stock and no payment or adjustment shall be made upon any conversion on account of any cash dividends on the shares of Common Stock issued upon such conversion.  In case the number of shares of Series A Convertible Preferred Stock represented by the certificate or certificates surrendered pursuant to

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Section 6(a) exceeds the number of shares converted, the Corporation shall, upon such conversion, execute and deliver to the holder, at the expense of the Corporation, a new certificate or certificates for the number of shares of Series A Convertible Preferred Stock represented by the certificate or certificates surrendered which are not to be converted.  If any fractional share of Common Stock would, except for the provisions of the first sentence of this Section 6(c), be delivered upon such conversion, the Corporation, in lieu of delivering such fractional share, shall pay to the holder surrendering the shares of Series A Convertible Preferred Stock for conversion an amount in cash equal to the current market price of such fractional share as determined in good faith by the Board of Directors of the Corporation.

(d)Adjustment of Price Upon Issuance of Common Stock.  If and whenever the Corporation shall issue or sell, or is, in accordance with Section 6(d)(i) through 6(d)(vii), deemed to have issued or sold, any shares of Common Stock for consideration per share less than the Conversion Price in effect immediately prior to the time of such issue or sale, then, forthwith upon such issue or sale, the Conversion Price shall be reduced to the price determined by dividing (i) an amount equal to the sum of (a) the number of shares of Common Stock Equivalents outstanding immediately prior to such issue or sale multiplied by the then existing Conversion Price and (b) the consideration, if any, received by the Corporation upon such issue or sale, by (ii) the total number of shares of Common Stock Equivalents outstanding immediately after such issue or sale.  “Common Stock Equivalents” shall mean the shares of Common Stock outstanding and the shares of Common Stock issuable upon conversion of the shares of Series A Convertible Preferred Stock and exercise of any warrants or options (regardless of whether they are immediately exercisable or not) to purchase either the shares of Series A Convertible Preferred Stock or the shares of Common Stock.

For purposes of this Section 6(d), the following Sections 6(d)(i) to 6(d)(vii) shall also be applicable:

(i)Issuance of Rights or Options.  In case at any time the Corporation shall in any manner grant (whether directly or by assumption in a merger or otherwise) any warrants or other rights to subscribe for or to purchase, or any options for the purchase of, shares of Common Stock or any stock or security convertible into or exchangeable for shares of Common Stock (such warrants, rights or options being called “Options” and such convertible or exchangeable stock or securities being called “Convertible Securities”) whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any received or receivable by the Corporation as consideration for the granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Corporation upon the exercise of all such Options, plus, in

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the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than the Conversion Price in effect immediately prior to the time of the granting of such Options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued for such price per share as of the date of granting of such Options or the issuance of such Convertible Securities and thereafter shall be deemed to be outstanding.  Except as otherwise provided in Section 6(d)(iii), no adjustment of the Conversion Price shall be made upon the actual issue of such shares of Common Stock or of such Convertible Securities upon exercise of such Options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities.

(ii)Issuance of Convertible Securities.  In ease the Corporation shall in any manner issue (whether directly or by assumption in a merger or otherwise) or sell any Convertible Securities, whether or not the rights to exchange or convert any such Convertible Securities are immediately exercisable, and the price per share for which a share of Common Stock is issuable upon such conversion or exchange (determined by dividing (i) the total amount received or receivable by the Corporation as consideration for the issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the conversion or exchange thereon by (ii) the total maximum number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) shall be less than the Conversion Price in effect immediately prior to the time of such issue or sale, then the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share as of the date of the issue or sale of such Convertible Securities and thereafter shall be deemed to be outstanding, provided that (a) except as otherwise provided in Section 6(d)(iii), no adjustment of the Conversion Price shall be made upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities and (b) if any such issue or sale of such Convertible Securities is made upon exercise of any Options to purchase any such Convertible Securities for which adjustments of the Conversion Price have been or are to be made pursuant to other provisions of this Section 6(d), no further adjustment of the Conversion Price shall be made by reason of such issue or sale.

(iii)Change in Option Price or Conversion Rate.  Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in Section 6(d)(i), the additional consideration, if any, payable

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upon the conversion or exchange of any Convertible Securities referred to in Section 6(d)(i) or 6(d)(ii), or the rate at which Convertible Securities referred to in Section 6(d)(i) or 6(d)(ii) are convertible into or exchangeable for shares of Common Stock shall change at any time including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Conversion Price in effect at the time of such event shall forthwith be readjusted to the Conversion Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold, but only if as a result of such adjustment the Conversion Price then in effect hereunder is thereby reduced; and on the termination of any such Option or any such right to convert or exchange such Convertible Securities the Conversion Price then in effect hereunder shall forthwith be increased to the Conversion Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

(iv)Stock Dividends.  In case the Corporation shall declare a dividend or make any other distribution upon any stock of the Corporation (other than the Common Stock) payable in shares of Common Stock, Options or Convertible Securities, then any shares of Common stock, Options or Convertible Securities, as the case may be, issuable in payment of such dividend or distribution shall be deemed to have been issued or sold without consideration.

(v)Consideration for Stock.  In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall he deemed to be the amount received by the Corporation therefor, without deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation in connection therewith.  In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Corporation shall be deemed to be the fair value of such consideration as determined in good faith by the Board of Directors of the Corporation, without deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation in connection therewith. In case any Options shall be issued in connection with the issue and sale of other securities of the Corporation, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall he deemed to have been issued for such consideration as determined in good faith by the Board of Directors of the Corporation.

(vi)Record Date.  In case the Corporation shall take a record of the holders of its shares of Common Stuck for the purpose of entitling them (i) to receive a dividend or other distribution payable in shares of Common Stock, Options or

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Convertible Securities or (ii) to subscribe for or purchase shares of Common Stock, Options or Convertible Securities, then such record date shall be deemed to be the date of the issue or sale of the shares of Common Stock deemed to have been issued or sold upon the declaration of such dividend or the making of such other distribution or the date of the granting of such right of subscription or purchase, as the case may be.

(vii)Treasury Shares.  The number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for the account of the Corporation, and the disposition of any such shares shall be considered an issue or sale of shares of Common Stock for the purpose of this Section 6(d).

(e)Certain Issues of Common Stock Excepted.  Anything herein to the contrary notwithstanding, the Corporation shall not be required to make any adjustment of the Conversion Price in the case of the issuance or grant from and after the date of filing of the Amended and Restated Articles of Incorporation to which this Designation is attached, of: (1) Common Stock issued pursuant to the conversion of any outstanding shares of Preferred Stock; (2) Common Stock issued upon the exercise of options outstanding on the date of issuance of the Series A Convertible Preferred Stock; (iii) Common Stock, options or warrants issued in connection with Board-approved (including the approval of directors elected by the holders of Series A Convertible Preferred Stock) strategic acquisitions of assets, equity or businesses not in excess of fifteen percent (15%) of the fully-diluted Common Stock (treating all Preferred Stock on an as if converted basis) after giving effect to the consummation of the transactions contemplated; (4) (A) Common Stock issued upon the exercise of options or warrants granted under the Board-approved stock option plan plus such number of options as become available for granting again under such plan pursuant to the termination of the option holder’s relationship with the Corporation or B) Common Stock or the exercise of Options issued to directors or consultants in connection with their services as directors or consultants of the Corporation (provided such arrangements have been approved by the directors elected by the holders of the Series A Convertible Preferred Stock) plus such number of shares of Common Stock which are repurchased by the Corporation from such persons pursuant to contractual rights held by the Corporation and at repurchase prices not exceeding the then current fair market value per share, and (5) Common Stock issued upon the exercise of options or warrants issued to banks or similar institutional credit financing sources, or to vendors, which issuance has been approved by the Board of Directors (including the directors elected by the holders of the Series A Convertible Preferred Stock).

(f)Subdivision or Combination of Common Stock.  In case the Corporation shall at any time subdivide (by any stock split, stock dividend or otherwise) its outstanding shares of Common Stock into a greater number of shares, the Conversion Price in effect immediately prior to such subdivision shall be proportionately reduced, and, conversely, in case the outstanding shares of Common Stock shall be combined into

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a smaller number of shares, the Conversion Price in effect immediately prior to such combination shall be proportionately increased.  In the case of any such subdivision, no further adjustment shall be mode pursuant to Section 6(d)(iv) by reason thereof.

(g)Reorganization or Reclassification.  If any capital reorganization or reclassification of the capital stock of the Corporation shall be effected in such a way that holders of shares of Common Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for shares of Common Stock, then, as a condition of such reorganization or reclassification, lawful and adequate provisions shall be made whereby each holder of a share or shares of Series A Convertible Preferred Stock shall thereupon have the right to receive, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore receivable upon the conversion of such share or shares of Series A Convertible Preferred Stock, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of such Common Stock immediately theretofore receivable upon such conversion had such reorganization or reclassification not taken place, and in any such case appropriate provisions shall be made with respect to the rights and interests of such holder to the end that the provisions hereof (including without limitation provisions for adjustments of the Conversion Price) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise of such conversion rights.

(h)Notice of Adjustment.  Upon any adjustment of the Conversion Price, then and in each such case the Corporation’s chief financial officer shall give written notice thereof, by delivery in person, certified or registered mail, return receipt requested, telecopier or telex, addressed to each holder of shares of Series A Convertible Preferred Stock at the address of such holder as shown on the books of the Corporation, which notice shall state the Conversion Price resulting from such adjustment, setting forth in reasonable detail the method upon which such calculation is based.

(i)Other Notices.  In case at any time:

(i)the Corporation shall declare any dividend upon its shares of Common Stock payable in cash or stock or make any other distribution to the holders of its shares of Common Stock:

(ii)the Corporation shall offer for subscription pro rata to the holders of its shares of Common Stock any additional shares of stock of any class or other rights:

(iii)there shall be any capital reorganization or reclassification of the capital stock of the Corporation, or a consolidation or merger of the Corporation

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with or into another entity or entities, or a sale, lease, abandonment, transfer or other disposition of all or substantially all its assets: or

(iv)there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Corporation:

then, in any one or more of said cases, the Corporation shall give, by delivery in person, certified or registered mail, return receipt requested, telecopier or telex, addressed to each holder of any shares of Series A Convertible Preferred Stock at the address of such holder as shown on the books of the Corporation, (a) at least 20 days’ prior written notice of the date on which the books of the Corporation shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, disposition, dissolution, liquidation or winding up and (b) in the case of any such reorganization, reclassification, consolidation, merger, disposition, dissolution, liquidation or winding up, at least 20 days’ prior written notice of the date when the same shall take place.  Such notice in accordance with the foregoing clause (a) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of shares of Common Stock shall be entitled thereto and such notice in accordance with the foregoing clause (b) shall also specify the date on which the holders of shares of Common Stock shall he entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, disposition, dissolution, liquidation or winding up, as the case may be.

(j)Stock to be Reserved.  The Corporation will at all times reserve and keep available out of its authorized Common Stock, solely for the purpose of issuance upon the conversion of Series A Convertible Preferred Stock as herein provided, such number of shares of Common Stock as shall then be issuable upon the conversion of all outstanding shares of Series A Convertible Preferred Stock.  The Corporation covenants that all shares of Common Stock which shall be so issued shall be duly and validly issued and fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof, and, without limiting the generality of the foregoing, the Corporation covenants that it will from time to time take all such action as may be requisite to assure that the par value per share of the Common Stock is at all times equal to or less than the Conversion Price in effect at the time.  The Corporation will take all such action as may be necessary to assure that all such shares of Common Stock may he so issued without violation of any applicable law or regulation, or of any requirement of any national securities exchange upon which the shares of Common Stock may be listed.  The Corporation will not take any action which results in any adjustment of the Conversion Price if the total number of shares of Common Stock issued and issuable after such action upon conversion of the Series A Convertible Preferred Stock would exceed the total number of shares of Common Stock then authorized by the Articles of Incorporation.

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(k)No Reissuance of Series A Convertible Preferred Stock.  Shares of Series A Convertible Preferred Stock which are converted into shares of Common Stock as provided herein or redeemed as provided herein shall not be reissued.

(l)Closing of Books.  The Corporation will at no time close its transfer books against the transfer of any shares of Series A Convertible Preferred Stock or of any shares of Common Stock issued or issuable upon the conversion of any shares of Series A Convertible Preferred Stock in any manner which interferes with the timely conversion of such shares of Series A Convertible Preferred Stock, except as may otherwise be required to comply with applicable securities laws.

(m)Definition of Common Stock.  As used in this Section 6, the term “Common Stock” shall mean and include the Corporation’s authorized Common Stock, par value $.001 per share, as constituted on the date of filing of the Amended and Restated Articles of Incorporation to which this Designation is attached hereto), and shall also include any capital stock of any class of the Corporation thereafter authorized which shall not be limited to a fixed sum or percentage in respect of the rights of the holders thereof to participate in dividends or in the distribution of assets upon the voluntary or involuntary liquidation, dissolution or winding up of the Corporation; provided that, the shares of Common Stock receivable upon conversion of shares or Series A Convertible Preferred Stock shall include only shares designated as Common Stock of the Corporation on the date of filing of this instrument, or in case of any reorganization or reclassification of the outstanding shares thereof, the stock securities or assets provided for in Section 6(g).

(n)Mandatory Conversion.  If at any time (a) the Corporation shall effect an underwritten public offering of shares of Common Stuck pursuant to a registration statement under the Securities Act of 1933, as amended, in which the net aggregate proceeds of such offering equals or exceeds Thirty Five Million Dollars ($35,000,000.00); or (b) immediately upon the conversion of eighty percent (80%) of the originally issued Series A Convertible Preferred Stock, as the case may be, all outstanding shares of Series A Convertible Preferred Stock shall automatically convert to shares of Common Stock on the basis set forth in this Section 6.  Holders of shares of Series A Convertible Preferred Stock so converted may deliver to the Corporation at its principal office (or such other office or agency of the Corporation as the Corporation may designate by notice in writing to such holders) during its usual business hours, the certificate or certificates for the shares so converted.  As promptly as practicable thereafter, the Corporation shall issue and deliver to such holder a certificate or certificates for the number of whole shares of Common Stock to which such holder is entitled, together with any payment in lieu of fractional shares to which such holder shall be entitled pursuant to Section 6(e).  Until such time as a holder of shares of Series A Convertible Preferred Stock shall surrender his or its certificates therefor as provided

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above, such certificates shall be deemed to represent the shares of Common Stock to which such holder shall be entitled upon the surrender thereof.

(o)No Impairment.  The Corporation will not, by amendment of its Articles of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation under this Section 6, but will at all times in good faith assist in carrying out of all the provisions of this Section 6 and in the taking of all such action as may be necessary or appropriate in order to protect the conversion rights of the holders of the Series A Convertible Preferred Stock against impairment.

7.Redemption.  Subject to the rights of series of Preferred Stock which may from time to time come into existence, each holder of shares of Series A Convertible Preferred Stock, on May 14 of each year commencing with (but no earlier than) year 2009 (“Redemption Date”), may individually elect to have the Corporation redeem all but not less than all of the shares of Series A Convertible Preferred Stock, held by such holder (“Redemption Shares”).  The redemption shall be subject to the following provisions:

(a)At least 40 days but not more than 60 days prior to each Redemption Dale, written notice (the “Redemption Notice”) shall be given to the Corporation by delivery in person, certified or registered mail, return receipt requested, telecopier or telex, by the holder of record (at the close of business on the business day next preceding the day on which the Redemption Notice is given) of the Redemption Shares notifying the Corporation of the redemption election.

(b)Upon receipt by the Corporation of a Redemption Notice, the Corporation shall deliver a copy of the Redemption Notice to any other holder(s) of shares of Series A Convertible Preferred Stock and a notice giving such other holder(s) 10 days from receipt of such notice to elect (by written notice to the Corporation) to be included in the Redemption transaction set forth in the Redemption Notice (shares of Series A Convertible Preferred stock held by such other electing holders shall be deemed Redemption Shares for all purposes of this provision).

(c)To the extent permitted by the Virginia Stock Corporation Act, the Corporation shall redeem one-half (1/2) of the Redemption Shares on the Redemption Date and shall redeem the remaining one-half (1/2) on the date one year from the Redemption Date for a price per share equal to the Redemption Price (as defined below). If the funds of the Corporation legally available for redemption of shares of Series A Convertible Preferred Stock on a Redemption Date are insufficient to redeem the total number of shares of Series A Convertible Preferred Stock to be redeemed on such Redemption Date, the holders of such shares shall share ratably in any funds legally available for redemption of such shares according to the respective amounts which would

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be payable to them if the full number of shares to be redeemed on such Redemption Date were actually redeemed.  The shares of Series A Convertible Preferred Stock required to be redeemed but not so redeemed shall remain outstanding and entitled to all rights and preferences provided herein.  At any time thereafter when additional funds of the Corporation are legally available for the redemption of such shares of Series A Convertible Preferred Stock, such funds will be used, at the end of the next succeeding fiscal quarter, to redeem the balance of such shares, or such portion thereof for which funds are then legally available, on the basis set forth above.

(d)The Corporation shall redeem the shares of Series A Convertible Preferred Stock to be redeemed on a Redemption Date by paying for each share in cash an amount equal to $.5332 per share (adjusted for any stock dividends, combinations or splits with respect to such stock) plus, in the case of each share, an amount equal to all dividends accrued or declared but unpaid thereon, including Accruing Dividends (whether or not declared by the Board), computed to such Redemption Date (or the date one year after the Redemption Date, as the case may be), such amount being referred to as the Redemption Price.  Such payment shall be made in full on the applicable Redemption Date to the holders entitled thereto.

(e)From and after the close of business on a Redemption Date, unless there shall have been a default in the payment of the Redemption Price, the shares of Series A Convertible Preferred Stock (except the right to receive the Redemption Price) which have been redeemed on such Redemption Date, shall not be deemed to be outstanding for any purpose whatsoever.

(f)Any shares of Series A Convertible Preferred Stock redeemed pursuant to this Section 7 or otherwise acquired by the Corporation in any manner whatsoever shall be canceled and shall not under any circumstances be reissued; and the Corporation may from time to time take such appropriate corporate action as may be necessary to reduce accordingly the number of authorized shares of Series A Convertible Preferred Stock.

8.Amendments.  No provision of these terms of the Series A Convertible Preferred Stock may be amended, modified or waived without the written consent or affirmative vote of the holders of at least two-thirds (2/3) of the then outstanding shares of Series A Convertible Preferred Stock.

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EX-3.80

Exhibit 3.80

BYLAWS

OF

BESTPRACTICES, INC.
A Virginia Corporation

ARTICLE 1

STOCKHOLDERS

1.1ANNUAL MEETINGS

An annual meeting of stockholders shall be held for the election of directors at such date, time and place, either within or without the Commonwealth of Virginia, as may be designated by resolution of the Board of Directors from time to time.  Any other proper business may be transacted at the annual meeting.

1.2SPECIAL MEETINGS

Special meetings of stockholders for any purpose or purposes may be called at any time by the Board of Directors, or by a committee of the Board of Directors which has been duly designated by the Board of Directors and whose powers and authority, as expressly provided in a resolution of the Board of Directors, include the power to call such meetings, but such special meetings may not be called by any other person or persons.

1.3NOTICE OF MEETINGS

Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called.  Unless otherwise provided by law, the articles of incorporation or these by-laws, the written notice of any meeting shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting.  If mailed, such notice shall be deemed to be given when deposited in the mail, postage prepaid, directed to the stockholder at his or her address as it appears on the records of the corporation.

1.4ADJOURNMENTS

Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken.  At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting.  If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

1.5QUORUM

Except as otherwise provided by law, the articles of incorporation or these by-laws, at each meeting of stockholders the presence in person or by proxy of the holders of shares of stock having a majority of the votes which could be cast by the holders of all outstanding shares of stock entitled to vote at the meeting shall be necessary and sufficient to constitute a quorum.  In the absence of a quorum, the stockholders so present may, by majority vote, adjourn the meeting from time to time in the manner provided in Section 1.4 of these by-laws until a quorum shall attend.  Shares of its own stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

1.6ORGANIZATION

Meetings of stockholders shall be presided over by the Chairman of the Board, if any, or in his or her absence by the Vice Chairman of the Board, if any, or in his or her absence by the President, or in his or her absence by a Vice President, or in the absence of the foregoing persons by a chairman designated by the Board of Directors, or in the absence of such designation by a chairman chosen at the meeting.  The Secretary shall act as secretary of the meeting, but in his or her absence the chairman of the meeting may appoint any person to act as secretary of the meeting.

1.7VOTING; PROXIES

Except as otherwise provided by the articles of incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of stock held by him which has voting power upon the matter in question.  Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for him by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.  A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power.  A stockholder

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may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with the Secretary of the corporation.  Voting at meetings of stockholders need not be by written ballot and need not be conducted by inspectors of election unless so determined by the holders of shares of stock having a majority of the votes which could be cast by the holders of all outstanding shares of stock entitled to vote thereon which are present in person or by proxy at such meeting.  At all meetings of stockholders for the election of directors a plurality of the votes cast shall be sufficient to elect.  All other elections and questions shall, unless otherwise provided by law, the articles of incorporation or these by-laws, be decided by the vote of the holders of shares of stock having a majority of the votes which could be cast by the holders of all shares of stock entitled to vote thereon which are present in person or represented by proxy at the meeting.

1.8FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD

In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors and which record date: (1) in the case of determination of stockholders entitled to vote at any meeting of stockholders or adjournment thereof, shall, unless otherwise required by law, not be more than sixty nor less than ten clays before the date of such meeting; (2) in the case of determination of stockholders entitled to express consent to corporate action in writing without a meeting, shall not be more than ten days from the date upon which the resolution fixing the record date is adopted by the Board of Directors; and (3) in the case of any other action, shall not be more than sixty days prior to such other action.  If no record date is fixed: (1) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (2) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting when no prior action of the Board of Directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation in accordance with applicable law, or, if prior action by the Board of Directors is required by law, shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action; and (3) the record date for determining stockholders for any other purpose shall be at the close of business on the

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day on which the Board of Directors adopts the resolution relating thereto.  A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

1.9LIST OF STOCKHOLDERS ENTITLED TO VOTE

The Secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder.  Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held.  The list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present.  Upon the willful neglect or refusal of the directors to produce such a list at any meeting for the election of directors, they shall be ineligible for election to any office at such meeting.  The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list of stockholders or the books of the corporation, or to vote in person or by proxy at any meeting of stockholders.

1.10ACTION BY CONSENT OF STOCKHOLDERS

Unless otherwise restricted by the articles of incorporation, any action required or permitted to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by all the holders of outstanding stock.

ARTICLE 2

BOARD OF DIRECTORS

2.1NUMBER; QUALIFICATIONS

The Board of Directors shall consist of one or more members, the number thereof to be determined from time to time by resolution of the Board of Directors, Directors need not be stockholders.

2.2ELECTION; RESIGNATION; REMOVAL; VACANCIES

The Board of Directors shall initially consist of the person named as a director in the articles of incorporation, and each director so elected shall hold office until the first

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annual meeting of stockholders or until his or her successor is elected and qualified.  At the first annual meeting of stockholders and at each annual meeting thereafter, the stockholders shall elect directors each of whom shall hold office for a term of one year or until his or her successor is elected and qualified.  Any director may resign at any time upon written notice to the corporation.  Any newly created directorship or any vacancy occurring in the Board of Directors for any cause may be filled by a majority of the remaining members of the Board of Directors, although such majority is less than a quorum, or by a plurality of the votes cast at a meeting of stockholders, and each director so elected shall hold office until the expiration of the term of office of the director whom he has replaced or until his or her successor is elected and qualified.

2.3REGULAR MEETINGS

Regular meetings of the Board of Directors may be held at such places within or without the Commonwealth of Virginia and at such times as the Board of Directors may from time to time determine, and if so determined notices thereof need not be given.

2.4SPECIAL MEETINGS

Special meetings of the Board of Directors may be held at any time or place within or without the Commonwealth of Virginia whenever called by the President, any Vice President, the Secretary, or by any member of the Board of Directors.  Notice of a special meeting of the Board of Directors shall be given by the person or persons calling the meeting at least twenty-four hours before the special meeting.

2.5TELEPHONIC MEETINGS PERMITTED

Members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting thereof by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this by-law shall constitute presence in person at such meeting.

2.6QUORUM; VOTE REQUIRED FOR ACTION

At all meetings of the Board of Directors a majority of the whole Board of Directors shall constitute a quorum for the transaction of business.  Except in cases in which the articles of incorporation or these by-laws otherwise provide, the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

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2.7ORGANIZATION

Meetings of the Board of Directors shall be presided over by the Chairman of the Board, if any, or in his or her absence by the Vice Chairman of the Board, if any, or in his or her absence by the President, or in their absence by a chairman chosen at the meeting.  The Secretary shall act as secretary of the meeting, but in his or her absence the chairman of the meeting may appoint any person to act as secretary of the meeting.

2.8INFORMAL ACTION BY DIRECTORS

Unless otherwise restricted by the articles of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or such committee.

ARTICLE 3

COMMITTEES

3.1COMMITTEES

The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or more committees, each committee to consist of one or more of the directors of the corporation.  The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.  In the absence or disqualification of a member of the committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member.  Any such committee, to the extent permitted by law and to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it.

3.2COMMITTEE RULES

Unless the Board of Directors otherwise provides, each committee designated by the Board of Directors may make, alter and repeal rules for the conduct of its business.  In the absence of such rules each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to Article 3 of these by-laws.

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ARTICLE 4

OFFICERS

4.1EXECUTIVE OFFICERS; ELECTION; QUALIFICATIONS; TERM OF OFFICE; RESIGNATION; REMOVAL; VACANCIES

The Board of Directors shall elect a President and Secretary, and it may, if it so determines, choose a Chairman of the Board and a Vice Chairman of the Board from among its members: The Board of Directors may also choose one or more Vice Presidents, one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers.  Each such officer shall hold office until the first meeting of the Board of Directors after the annual meeting of stockholders next succeeding his or her election, and until his or her successor is elected and qualified or until his or her earlier resignation or removal.  Any officer may resign at any time upon written notice to the corporation.  The Board of Directors may remove any officer with or without cause at any time.  Any number of offices may be held by the same person.  Any vacancy occurring in any office of the corporation by death, resignation, removal or otherwise may be filled for the unexpired portion of the term by the Board of Directors at any regular or special meeting.

4.2POWERS AND DUTIES OF EXECUTIVE OFFICERS

The officers of the corporation shall have such powers and duties in the management of the corporation as may be prescribed by the Board of Directors and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board of Directors.  The Board of Directors may require any officer, agent or employee to give security for the faithful performance of his or her duties.

ARTICLE 5

STOCK

5.1CERTIFICATES

Every holder of stock shall be entitled to have a certificate signed by or in the name of the corporation by the President or Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, of the corporation, certifying the number of shares owned by him in the corporation.

5.2LOST, STOLEN OR DESTROYED STOCK CERTIFICATE;ISSUANCE OF NEW CERTIFICATES

The corporation may issued a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the corporation may require the owner of the lost, stolen or destroyed certificate, or his or her

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legal representative, to give the corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

ARTICLE 6

INDEMNIFICATION

6.1RIGHT TO INDEMNIFICATION

The corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as is presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director or officer of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person.  The corporation shall be required to indemnify a person in connection with a proceeding initiated by such person only if the proceeding was authorized by the Board of Directors of the corporation.

6.2PREPAYMENT OF EXPENSES

The corporation shall pay the expenses incurred in defending any proceeding in advance of its final disposition, provided, however, that the payment of expenses incurred by a director or officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the director or officer to repay all amounts advanced if it should be ultimately determined that the director or officer is not entitled to be indemnified under this Article or otherwise.

6.3CLAIMS

If a claim for indemnification or payment of expenses under this Article is not paid in full within sixty days after a written claim therefor has been received by the corporation the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim.  In any such action the corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law.

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6.4NON-EXCLUSIVITY OF RIGHTS

The rights conferred on any person by this Article 6 shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the articles of incorporation, these by-laws, agreement, vote of stockholders or disinterested directors or otherwise.

6.5OTHER INDEMNIFICATION

The corporation’s obligation, if any, to indemnify any person who was or is serving at its request as a director or officer of another corporation, partnership, joint venture, trust, enterprise or non-profit entity shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust, enterprise or non-profit enterprise.

6.6AMENDMENT OR REPEAL

Any repeal or modification of the foregoing provisions of this Article 6 shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

ARTICLE 7

MISCELLANEOUS

7.1FISCAL YEAR

The fiscal year of the corporation shall be determined by resolution of the Board of Directors.

7.2SEAL

The corporate seal shall have the name of the corporation inscribed thereon and shall be in such form as may be approved from time to time by the Board of Directors.

7.3WAIVER OF NOTICE OF MEETINGS OF STOCKHOLDERS,DIRECTORS AND COMMITTEES

Any written waiver of notice, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice.  Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at, nor the purpose of any regular or

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special meeting of the stockholders, directors, or members of a committee of directors need be specified in any written waiver of notice.

7.4INTERESTED DIRECTORS; QUORUM

No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or her or their votes are counted for such purpose, if: (1) the material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (2) the material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (3) the contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof; or the stockholders, Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

7.5FORM OF RECORDS

Any records maintained by the corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs, or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time.  The corporation shall so convert any records so kept upon the request of any person entitled to inspect the same.

7.6AMENDMENT OF BY-LAWS

These by-laws may be altered or repealed, and new by-laws made, by the Board of Directors, but the stockholders may make additional by-laws and may alter and repeal any by-laws whether adopted by them or otherwise.

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Annex 3

Resolutions

WRITTEN CONSENT
IN LIEU OF A MEETING OF
THE SOLE DIRECTOR OF
BESTPRACTICES, INC.
                          , 2011

The undersigned, being the sole director of BestPractices, Inc., a Virginia corporation (the “Company”), hereby consents to the taking of the following actions and hereby adopts, by written consent, the following resolutions:

WHEREAS, reference is made to the Credit Agreement, dated as of April 8, 2010 (the “Credit Agreement,” the terms defined therein being used herein as therein defined), among AMR HoldCo, Inc. and EmCare HoldCo, Inc., as Borrowers, Emergency Medical Services L.P., as Parent Guarantor, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender;

WHEREAS, reference is made to the Security Agreement, dated as of April 8, 2010 (the “Security Agreement”), among AMR HoldCo, Inc., EmCare HoldCo, Inc., the Guarantors party thereto and the Collateral Agent;

WHEREAS, pursuant to Section 6.13(b) of the Credit Agreement, the Company is required to become a Subsidiary Guarantor under the Credit Agreement by executing a joinder agreement to the Subsidiary Guaranty Agreement, dated as of April 8, 2010, among the Subsidiary Guarantors party thereto and the Collateral Agent (the “Joinder to Subsidiary Guaranty Agreement”);

WHEREAS, pursuant to Section 3.5 of the Security Agreement, the Company is required to become a Guarantor and Pledgor (as such terms are used in the Security Agreement) under the Security Agreement by executing a joinder agreement to the Security Agreement (the “Joinder to Security Agreement”); and

WHEREAS, the sole director of the Company has determined that it is in the best interests of the Company to enter into the Joinder to Subsidiary Guaranty Agreement and the Joinder to Security Agreement (collectively, the “Joinder Agreements”), as well as certain other ancillary agreements described in further detail herein.

NOW, THEREFORE, IT IS:

RESOLVED, that the Company is hereby authorized to guarantee the Borrowers’ obligations under the Credit Agreement and to enter into, execute and deliver any

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agreements, certificates, instruments or other documents relating thereto or contemplated thereby.

RESOLVED, that the Company is hereby authorized to execute, deliver and perform its obligations under the Joinder Agreements, with such changes therein and additions thereto as the officer of the Company executing the same may approve, his or her execution thereof to be conclusive evidence of the approval thereof by the sole director of the Company.

RESOLVED, that the Company is hereby authorized to grant liens on and security interests in the property as set forth in the Security Agreement and to take such further action to maintain and perfect such liens and security interests as otherwise necessary to effect the purposes of the Security Agreement, including, without limitation, to pledge and deliver stock certificates and promissory notes and to execute and deliver any and all perfection certificates, control agreements, collateral assignments of intellectual property, financing statements, including, without limitation Form UCC-1 financing statements and Form UCC-3 financing statements, and to file in any relevant jurisdiction with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created under the Security Agreement on such certificate of title, and any other documents in connection therewith.

RESOLVED, that all actions previously, concurrently, or subsequently taken by each and every officer of the Company with respect to the Joinder Agreements and the other documents and instruments executed in connection therewith whether described herein or not (collectively, the “Agreements”), and the transactions called for thereunder, including, but not limited to, the execution and delivery of all other instruments, agreements, certificates and documents (including, without limitation, any escrow or similar agreements, loan agreements, guarantees, indemnities, releases, security agreements or documents, pledge agreements, notes or mortgages) as may be required by the other parties to such Agreements to further evidence or to carry out the parties’ intent under the Agreements are hereby authorized, adopted, approved, ratified, and confirmed.

RESOLVED, that each officer of the Company is hereby authorized to execute and deliver the Agreements and such other agreements, certificates, instruments or documents relating thereto or contemplated thereby (including, without limitation, any escrow or similar agreements, loan agreements, guarantees, indemnities, releases, trademark security agreements, patent security agreements, copyright security agreements, security agreements or documents, pledge agreements, notes or mortgages), from time to time to amend, modify or supplement the Agreements and such agreements, certificates, instruments and documents, to cause the Company to perform its obligations under the Agreements and such other agreements, certificates, instruments or documents relating thereto or contemplated thereby, and to take such other actions, in the name of and on behalf of the Company, as such officer may consider necessary or appropriate to

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carry out the intent of the foregoing resolutions, the execution and delivery thereof to be conclusive evidence of the approval thereof by the sole director of the Company, as such officer may consider necessary or appropriate to carry out the intent of the foregoing resolutions.

IN WITNESS WHEREOF, the undersigned has duly executed this written consent as of the date first set forth above.

/s/ William A. Sanger

William A. Sanger, Sole Director

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EX-3.81

Exhibit 3.81

ARTICLES OF INCORPORATION

OF

BLYTHE AMBULANCE SERVICE

ONE:  The name of this corporation is BLYTHE AMBULANCE SERVICE.

TWO:  The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

THREE:  The name and address in this state of the corporation’s initial agent for service of process is GRETCHEN L. JESSOP, 9685 E. Rice Street, Blythe, California 92225.

FOUR:  The total number of shares which the corporation is authorized to issue is Two Hundred (200) shares.

DATED:   July 12, 1979

/s/ STANLEY W. JESSOP

STANLEY W. JESSOP, Incorporator

I declare that I am the person who executed the above Articles of Incorporation, and such instrument is my act and deed.

/s/ STANLEY W. JESSOP

STANLEY W. JESSOP, Incorporator

AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
BLYTHE AMBULANCE SERVICE
a California corporation

The undersigned certifies that:

1.             They are the president and the chief financial officer, respectively, of Blythe Ambulance Service, a California corporation (the “Corporation”).

2.             The Articles of Incorporation of the Corporation are amended and restated to read as follows:

ARTICLE I:  The name of the Corporation is Blythe Ambulance Service.

ARTICLE II:  The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

ARTICLE III:  The total number of shares which the Corporation is authorized to issue is One Thousand (1,000) shares.

ARTICLE IV:  The liability of the directors of the Corporation for monetary damages shall be eliminated to the fullest extent permissible under California law.

ARTICLE V:  This Corporation is authorized to provide indemnifications of agents (as defined in Section 317 of the California Corporations Code) through bylaw provisions, agreements with agents, vote of shareholders or disinterested directors or otherwise, in excess of the indemnification otherwise permitted by Section 317 of the California Corporations Code, subject only to the applicable limits set forth in Section  204 of the California Corporations Code with respect to actions for breach of duty to this Corporation and its shareholders.

3.             The foregoing amendment and restatement of Articles of Incorporation has been duly approved by the Board of Directors.

4.             The foregoing amendment and restatement of Articles of Incorporation has been duly approved by the required vote of shareholders in accordance with Section 902 of the California Corporations Code.  The total number of outstanding shares of the Corporation is 100.  The numbers of shares voting in favor of the amendment equaled the vote required.  The required vote is a majority.

[Remainder of page intentionally left blank]

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We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

Dated:	12/28/10	/s/ Leslie Jessop-Watkins
		Leslie Jessop-Watkins, President
		/s/ Leslie Jessop-Watkins
		Leslie Jessop-Watkins, Chief Financial Officer

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EX-3.82

Exhibit 3.82

AMENDED AND RESTATED BY-LAWS

OF

BLYTHE AMBULANCE SERVICE

Section 1. LAW, ARTICLES OF INCORPORATION
AND BY-LAWS

1.1. These by-laws are subject to the articles of incorporation of the corporation. In these by-laws, references to law, the articles of incorporation and by-laws mean the law, the provisions of the articles of incorporation and the by-laws as from time to time in effect.

Section 2. SHAREHOLDERS

2.1. Annual Meeting. The annual meeting of shareholders shall be held at 10:00 am on the second Tuesday in May in each year, unless that day be a legal holiday at the place where the meeting is to be held, in which case the meeting shall be held at the same hour on the next succeeding day not a legal holiday, or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect a board of directors and transact such other business as may be required by law or these by-laws or as may properly come before the meeting.

2.2. Special Meetings. A special meeting of the shareholders may be called at any time by the chairman of the board, if any, the president or the board of directors. A special meeting of the shareholders shall be called by the secretary, or in the case of the death, absence, incapacity or refusal of the secretary, by an assistant secretary or some other officer, upon application of a majority of the directors. Any such application shall state the purpose or purposes of the proposed meeting. Any such call shall state the place, date, hour, and purposes of the meeting.

2.3. Place of Meeting. All meetings of the shareholders for the election of directors or for any other purpose shall be held at such place within or without the state of incorporation as may be determined from time to time by the chairman of the board, if any, the president or the board of directors. Any adjourned session of any meeting of the shareholders shall be held at the place designated in the vote of adjournment.

2.4. Notice of Meetings. Except as otherwise provided by law, a written notice of each meeting of shareholders stating the place, day and hour thereof and, in the case of a special meeting, the purposes for which the meeting is called, shall be given not less than ten nor more than sixty days before the meeting, to each shareholder entitled to vote thereat, and to each shareholder who, by law, by the articles of incorporation or by these by-laws, is entitled to notice, by leaving such notice with him or at his residence or usual place of business, or by depositing it in the United States mail, postage prepaid, and addressed to such shareholder at his address as it appears in the records of the corporation. Such notice shall be given by the secretary, or by an officer or person designated by the board of directors, or in the case of a special meeting by the officer calling the meeting.  As to any adjourned session of any meeting of shareholders, notice of the adjourned meeting need not be given if the time and place thereof are announced at the meeting at which the adjournment was taken except that if the adjournment is for more than thirty days or if after the adjournment a new record date is set for the adjourned session, notice of any such adjourned session of the meeting shall be given in the manner heretofore described.  No notice of any meeting of

shareholders or any adjourned session thereof need be given to a shareholder if a written waiver of notice, executed before or after the meeting or such adjourned session by such shareholder, is filed with the records of the meeting or if the shareholder attends such meeting without objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the shareholders or any adjourned session thereof need be specified in any written waiver of notice.

2.5. Quorum of Shareholders. At any meeting of the shareholders a quorum as to any matter shall consist of a majority of the votes entitled to be cast on the matter, except where a larger quorum is required by law, by the articles of incorporation or by these by-laws.  Any meeting may be adjourned from time to time by a majority of the votes properly cast upon the question, whether or not a quorum is present.  If a quorum is present at an original meeting, a quorum need not be present at an adjourned session of that meeting. Shares of its own stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of any corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

2.6. Action by Vote. When a quorum is present at any meeting, a plurality of the votes properly cast for election to any office shall elect to such office and a majority of the votes properly cast upon any question other than an election to an office shall decide the question, except when a larger vote is required by law, by the articles of incorporation or by these by-laws. No ballot shall be required for any election unless requested by a shareholder present or represented at the meeting and entitled to vote in the election.

2.7. Action without Meetings. Unless otherwise provided in the articles of incorporation, any action required or permitted to be taken by shareholders for or in connection with any corporate action may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in the state of incorporation by hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of shareholders are recorded. No written consent shall be effective to take the corporate action referred to therein unless written consents signed by a number of shareholders sufficient to take such action are delivered to the corporation in the manner specified in this paragraph within sixty days of the earliest dated consent so delivered.

If action is taken by consent of shareholders and in accordance with the foregoing, there shall be filed with the records of the meetings of shareholders the writing or writings comprising such consent.

If action is taken by less than unanimous consent of shareholders, prompt notice of the taking of such action without a meeting shall be given to those who have not consented in writing and a certificate signed and attested to by the secretary that such notice was given shall be filed with the records of the meetings of shareholders.

In the event that the action which is consented to is such as would have required the filing of a certificate under any provision of the General Corporation Law of the State of California, if such action had been voted upon by the shareholders at a meeting thereof, the certificate filed under such provision shall state, in lieu of any statement required by such provision concerning a vote of shareholders, that written consent has been given under Section 603 of said General Corporation Law and that written notice has been given as provided in such Section 603.

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2.8. Proxy Representation. Every shareholder may authorize another person or persons to act for him by proxy in all matters in which a shareholder is entitled to participate, whether by waiving notice of any meeting, objecting to or voting or participating at a meeting, or expressing consent or dissent without a meeting. Every proxy must be signed by the shareholder or by his attorney-in-fact. No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally.  The authorization of a proxy may but need not be limited to specified action, provided, however, that if a proxy limits its authorization to a meeting or meetings of shareholders, unless otherwise specifically provided such proxy shall entitle the holder thereof to vote at any adjourned session but shall not be valid after the final adjournment thereof.

2.9. Inspectors. The directors or the person presiding at the meeting may, and shall if required by applicable law, appoint one or more inspectors of election and any substitute inspectors to act at the meeting or any adjournment thereof.  Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all shareholders. On request of the person presiding at the meeting, the inspectors shall make a report in writing of any challenge, question or matter determined by them and execute a certificate of any fact found by them.

2.10. List of Shareholders. The secretary shall prepare and make, at least ten days before every meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting, arranged in alphabetical order and showing the address of each shareholder and the number of shares registered in his name.  The stock ledger shall be the only evidence as to who are shareholders entitled to examine such list or to vote in person or by proxy at such meeting.

Section 3. BOARD OF DIRECTORS

3.1. Number. The corporation shall have one or more directors, the number shall be consistent with applicable law and shall be determined from time to time by vote of a majority of the directors then in office. No director need be a shareholder.

3.2. Tenure. Each director shall hold office until the next annual meeting and until his successor is elected and qualified, or until he sooner dies, resigns, is removed or becomes disqualified.

3.3. Powers. The business and affairs of the corporation shall be managed by or under the direction of the board of directors who shall have and may exercise all the powers of the corporation and do all such lawful acts and things as are not by law, the articles of incorporation or these bylaws directed or required to be exercised or done by the shareholders.

3.4. Vacancies. Vacancies and any newly created directorships resulting from any increase in the number of directors may be filled by vote of the holders of the particular class or series of stock entitled to elect such director at a meeting called for the purpose, or by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, in each case elected by the particular class or series of stock entitled to elect such directors. When one or more directors shall resign from the board,

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effective at a future date, a majority of the directors then in office, including those who have resigned, who were elected by the particular class or series of stock entitled to elect such resigning director or directors shall have power to fill such vacancy or vacancies, the vote or action by writing thereon to take effect when such resignation or resignations shall become effective. The directors shall have and may exercise all their powers notwithstanding the existence of one or more vacancies in their number, subject to any requirements of law or of the articles of incorporation or of these by-laws as to the number of directors required for a quorum or for any vote or other actions.

3.5. Committees. The board of directors may, by vote of a majority of the whole board, (a) designate, change the membership of or terminate the existence of any committee or committees, each committee to consist of one or more of the directors; (b) designate one or more directors as alternate members of any such committee who may replace any absent or disqualified member at any meeting of the committee; and (c) determine the extent to which each such committee shall have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation, including the power to authorize the seal of the corporation to be affixed to all papers which require it and the power and authority to declare dividends or to authorize the issuance of stock; excepting, however, such powers which by law, by the articles of incorporation or by these by-laws they are prohibited from so delegating. In the absence or disqualification of any member of such committee and his alternate, if any, the member or members thereof present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the board of directors to act at the meting in the place of any such absent or disqualified member. Except as the board of directors may otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by the board or such rules, its business shall be conducted as nearly as may be in the same manner as is provided by these by-laws for the conduct of business by the board of directors. Each committee shall keep regular minutes of its meetings and report the same to the board of directors upon request.

3.6. Regular Meetings. Regular meetings of the board of directors may be held without call or notice at such places within or without the State of California and at such times as the board may from time to time determine, provided that notice of the first regular meeting following any such determination shall be given to absent directors. A regular meeting of the directors may be held without call or notice immediately after and at the same place as the annual meeting of shareholders.

3.7. Special Meetings. Special meetings of the board of directors may be held at any time and at any place within or without the state of incorporation designated in the notice of the meeting, when called by the chairman of the board, if any, the president, or by one-third or more in number of the directors, reasonable notice thereof being given to each director by the secretary or by the chairman of the board, if any, the president or any one of the directors calling the meeting.

3.8. Notice. It shall be reasonable and sufficient notice to a director to send notice by mail or overnight courier at least forty-eight hours or by telegram at least twenty-four hours before the meeting addressed to him at his usual or last known business or residence address or to give notice to him in person or by telephone at least twenty-four hours before the meeting. Notice of a meeting need not be given to any director if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. Neither notice of a meeting nor a waiver of a notice need specify the purposes of the meeting.

3.9. Quorum. Except as may be otherwise provided by law, by the articles of incorporation or by these by-laws, at any meeting of the directors a majority of the directors then in office shall constitute a quorum; a quorum shall not in any case be less than one-third of the total number of directors constituting the whole board. Any meeting may be adjourned from time to time by a majority of the votes cast upon the

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question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

3.10. Action by Vote. Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, when a quorum is present at any meeting the vote of a majority of the directors present shall be the act of the board of directors.

3.11. Action without a Meeting. Any action required or permitted to be taken at any meeting of the board of directors or a committee thereof may be taken without a meeting if all the members of the board or of such committee, as the case may be, consent thereto in writing, and such writing or writings are filed with the records of the meetings of the board or of such committee. Such consent shall be treated for all purposes as the act of the board or of such committee, as the case may be.

3.12. Participation in Meetings by Conference Telephone. Members of the board of directors, or any committee designated by such board, may participate in a meeting of such board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other or by any other means permitted by law. Such participation shall constitute presence in person at such meeting,

3.13. Compensation. In the discretion of the board of directors, each director may be paid such fees for his services as director and be reimbursed for his reasonable expenses incurred in the performance of his duties as director as the board of directors from time to time may determine. Nothing contained in this section shall be construed to preclude any director from serving the corporation in any other capacity and receiving reasonable compensation therefor.

3.14. Interested Directors and Officers.

(a) No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of the corporation’s directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if:

(l) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or

(2) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the shareholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the shareholders; or

(3) The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the board of directors, a committee thereof, or the shareholders.

(b) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes the contract or transaction.

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Section 4. OFFICERS AND AGENTS

4.1. Enumeration; Qualification. The officers of the corporation shall be a president, a treasurer, a secretary and such other officers, if any, as the board of directors from time to time may in its discretion elect or appoint including without limitation a chairman of the board, one or more vice presidents and a controller. The corporation may also have such agents, if any, as the board of directors from time to time may in its discretion choose. Any officer may be but none need be a director or shareholder. Any two or more offices may be held by the same person. Any officer may be required by the board of directors to secure the faithful performance of his duties to the corporation by giving bond in such amount and with sureties or otherwise as the board of directors may determine.

4.2. Powers. Subject to law, to the articles of incorporation and to the other provisions of these by-laws, each officer shall have, in addition to the duties and powers herein set forth, such duties and powers as are commonly incident to his office and such additional duties and powers as the board of directors may from time to time designate.

4.3. Election. The officers may be elected by the board of directors at their first meeting following the annual meeting of the shareholders or at any other time. At any time or from time to time the directors may delegate to any officer their power to elect or appoint any other officer or any agents.

4.4. Tenure. Each officer shall hold office until his respective successor is chosen and qualified unless a shorter period shall have been specified by the terms of his election or appointment, or in each case until he sooner dies, resigns, is removed or becomes disqualified. Each agent shall retain his authority at the pleasure of the directors, or the officer by whom he was appointed or by the officer who then holds agent appointive power.

4.5. Chairman of the Board of Directors, President and Vice President. The chairman of the board, if any, shall have such duties and powers as shall be designated from time to time by the board of directors. Unless the board of directors otherwise specifies, the chairman of the board, or if there is none the chief executive officer, shall preside, or designate the person who shall preside, at all meetings of the shareholders and of the board of directors.

Unless the board of directors otherwise specifies, the president shall be the chief executive officer and shall have direct charge of all business operations of the corporation and, subject to the control of the directors, shall have general charge and supervision of the business of the corporation.

Any vice presidents shall have such duties and powers as shall be set forth in these by-laws or as shall be designated from time to time by the board of directors or by the president.

4.6. Treasurer and Assistant Treasurers. Unless the board of directors otherwise specifies, the treasurer shall be in charge of the corporation’s funds and valuable papers, and shall have such other duties and powers as may be designated from time to time by the board of directors or by the president. If no controller is elected, the treasurer shall, unless the board of directors otherwise specifies, also have the duties and powers of the controller. Any assistant treasurers shall have such duties and powers as shall be designated from time to time by the board of directors, the president or the treasurer.

4.7. Controller and Assistant Controllers. If a controller is elected, he shall, unless the board of directors otherwise specifies, be in charge of its books of account and accounting records, and of its accounting procedures. He shall have such other duties and powers as may be designated from time to time by the board of directors, the president or the treasurer. Any assistant controller shall have such duties and

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powers as shall be designated from time to time by the board of directors, the president, the treasurer or the controller.

4.8. Secretary and Assistant Secretaries. The secretary shall record all proceedings of the shareholders, of the board of directors and of committees of the board of directors in a book or series of books to be kept therefor and shall file therein all actions by written consent of shareholders or directors. In the absence of the secretary from any meeting, an assistant secretary, or if there be none or he is absent, a temporary secretary chosen at the meeting, shall record the proceedings thereof.  Unless a transfer agent has been appointed the secretary shall keep or cause to be kept the stock and transfer records of the corporation, which shall contain the names and record addresses of all shareholders and the number of shares registered in the name of each shareholder. He shall have such other duties and powers as may from time to time be designated by the board of directors or the president. Any assistant secretaries shall have such duties and powers as shall be designated from time to time by the board of directors, the president or the secretary.

Section 5. RESIGNATIONS AND REMOVALS

5.1. Any director or officer may resign at any time by delivering his resignation in writing to the chairman of the board, if any, the president, or the secretary or to a meeting of the board of directors. Such resignation shall be effective upon receipt unless specified to be effective at some other time, and without in either case the necessity of its being accepted unless the resignation shall so state. A director (including persons elected by shareholders or directors to fill vacancies in the board) may be removed from office with or without cause by the vote of the holders of a majority of the issued and outstanding shares of the particular class or series entitled to vote in the election of such director. The board of directors may at any time remove any officer either with or without cause. The board of directors may at any time terminate or modify the authority of any agent.

Section 6. VACANCIES

6.1. If the office of the president or the treasurer or the secretary becomes vacant, the directors may elect a successor by vote of a majority of the directors then in office. If the office of any other officer becomes vacant, any person or body empowered to elect or appoint that officer may choose a successor. Each such successor shall hold office for the unexpired term, and in the case of the president, the treasurer and the secretary until his successor is chosen and qualified or in each case until he sooner dies, resigns, is removed or becomes disqualified. Any vacancy of a directorship shall be filled as specified in Section 3.4 of these by-laws.

Section 7. CAPITAL STOCK

7.1. Stock Certificates. Each shareholder shall be entitled to a certificate stating the number and the class and the designation of the series, if any, of the shares held by him, in such form as shall, in conformity to law, the articles of incorporation and the by-laws, be prescribed from time to time by the board of directors. Such certificate shall be signed by the chairman or vice chairman of the board, or the president or a vice president and by the treasurer or an assistant treasurer or by the secretary or an assistant secretary. Any of or all the signatures on the certificate may be a facsimile. In case an officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the time of its issue.

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7.2. Loss of Certificates. In the case of the alleged theft, loss, destruction or mutilation of a certificate of stock, a duplicate certificate may be issued in place thereof, upon such terms, including receipt of a bond sufficient to indemnify the corporation against any claim on account thereof, as the board of directors may prescribe.

Section 8. TRANSFER OF SHARES OF STOCK

8.1. Transfer on Books. Subject to the restrictions, if any, stated or noted on the stock certificate, shares of stock may be transferred on the books of the corporation by the surrender to the corporation or its transfer agent of the certificate therefor properly endorsed or accompanied by a written assignment and power of attorney properly executed, with necessary transfer stamps affixed, and with such proof of the authenticity of signature as the board of directors or the transfer agent of the corporation may reasonably require. Except as may be otherwise required by law, by the articles of incorporation or by these by-laws, the corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to receive notice and to vote or to give any consent with respect thereto and to be held liable for such calls and assessments, if any, as may lawfully be made thereon, regardless of any transfer, pledge or other disposition of such stock until the shares have been properly transferred on the books of the corporation.

It shall be the duty of each shareholder to notify the corporation of his post office address.

8.2. Record Date. In order that the corporation may determine the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no such record date is fixed by the board of directors, the record date for determining the shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting,

In order that the corporation may determine the shareholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no such record date has been fixed by the board of directors, the record date for determining shareholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the state of incorporation or by hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of shareholders are recorded.  If no record date has been fixed by the board of directors and prior action by the board of directors is required by applicable law, the record date for determining shareholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

In order that the corporation may determine the shareholders entitled to receive payment of any dividend or other distribution or allotment of any rights or to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the board of directors may

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fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such payment, exercise or other action.  If no such record date is fixed, the record date for determining shareholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

Section 9. CORPORATE SEAL

9.1. Subject to alteration by the directors, the seal of the corporation shall consist of a flat-faced circular die with the word “California” and the name of the corporation cut or engraved thereon, together with such other words, dates or images as may be approved from time to time by the directors.

Section 10. EXECUTION OF PAPERS

10.1. Except as the board of directors may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts or other obligations made, accepted or endorsed by the corporation shall be signed by the chairman of the board, if any, the president, a vice president or the treasurer.

Section 11. FISCAL YEAR

11.1. The fiscal year of the corporation shall end on the 31st of December.

Section 12. AMENDMENTS

12.1. These by-laws may be adopted, amended or repealed by vote of a majority of the directors then in office or by vote of a majority of the stock outstanding and entitled to vote. Any bylaw, whether adopted, amended or repealed by the shareholders or directors, may be amended or reinstated by the shareholders or the directors.

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EX-3.83

Exhibit 3.83

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

AND OF REGISTERED AGENT

OF

BROWARD AMBULANCE, INC.

It is hereby certified that:

1.The name of the corporation (hereinafter called the “corporation”) is:

BROWARD AMBULANCE, INC.

2.The registered office of the corporation within the State of Delaware is hereby changed to 2711 Centerville Road, Suite 400, City of Wilmington 19808, County of New Castle.

3.The registered agent of the corporation within the State of Delaware is hereby changed to Corporation Service Company, the business office of which is identical with the registered office of the corporation as hereby changed.

4.The corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on Feb 10, 2006

/s/ Randy Owen
Name:	Randy Owen
Title:	Chief Financial Officer & VP

CERTIFICATE OF CHANGE OF REGISTERED AGENT

AND

REGISTERED OFFICE

* * * * *

Broward Ambulance; Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

The present registered agent of the corporation is

The Prentice-Hall Corporation System, Inc. and the present registered office of the corporation is in the county of New Castle

The Board of Directors of Broward Ambulance, Inc. adopted the following resolution on the 22 day of November, 1995.

Resolved, that the registered office of Broward Ambulance, Inc. in the state of Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, and the authorization of the present registered agent of this corporation be and the same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby constituted and appointed the registered agent of this corporation at the address of its registered office.

IN WITNESS WHEREOF. Broward Ambulance, Inc. has caused this statement to be signed by Robert H. Byrne, its Secretary*, this 22 day of November 1995.

/s/ Robert H. Byrne

Secretary

(Title)

*Any authorized officer or the chairman or Vice-Chairman of the Board of Directors may execute this certificate.

(DEL. - 264 - 6/15/94)

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

BROWARD AMBULANCE ACQUISITION, INC.

Broward Ambulance Acquisition, Inc., a corporation organized under the General Corporation Law of the State of Delaware (the “Corporation”), hereby certifies as follows:

1. Article I of the Certificate of Incorporation of the Corporation is hereby amended to read in its entirety as follows:

“ARTICLE I

The name of the Corporation is Broward Ambulance, Inc.”

2. The amendment set forth has been duly approved by the directors of the Corporation and by the stockholders entitled to vote thereon.

3. The amendment set forth was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, I, the undersigned, being the president of the Corporation, for the purpose of amending the Certificate of Incorporation of the Corporation pursuant to Section 242 of the General Corporation Law of the State of Delaware, do make and file this certificate, hereby declaring and certifying that the facts herein stated are true, and accordingly have hereunto set my hand, this 21 day of August, 1992.

	/s/ George B. DeHuff III
	George B. DeHuff III
Attest:
/s/ Gerard A. Thompson
Gerard A. Thompson
Assistant Secretary

CERTIFICATE OF INCORPORATION

OF

BROWARD AMBULANCE ACQUISITION, INC.

ARTICLE I

NAME OF CORPORATION

The name of this corporation is

Broward Ambulance Acquisition, Inc.

ARTICLE II

REGISTERED OFFICE

The address of the registered office of the corporation in the State of Delaware is 32 Loockerman Square, Suite L-100, in the City of Dover, County of Kent, and the name of its registered agent at that address is The Prentice-Hall Corporation System, Inc.

ARTICLE III

PURPOSE

The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

ARTICLE IV

AUTHORIZED CAPITAL STOCK

The corporation shall be authorized to issue one class of stock to be designated Common Stock; the total number of shares which the corporation shall have authority to issue is one thousand (1,000), and each such share shall have a par value of one cent ($.01).

ARTICLE V

INCORPORATOR

The name and mailing address of the incorporator of the corporation is:

Gerard A. Thompson

620 Newport Central Drive, Suite 1450

Newport Beach, California 92660

ARTICLE VI

BOARD POWER REGARDING BYLAWS

In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized to make, repeal, alter, amend and rescind the bylaws of the corporation.

ARTICLE VII

ELECTION OF DIRECTORS

Elections of directors need not be by written ballot unless the bylaws of the corporation shall so provide.

ARTICLE VIII

LIMITATION OF DIRECTOR LIABILITY

To the fullest extent permitted by the Delaware General Corporation Law as the same exists or may hereafter be amended, a director of the corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. If the Delaware General Corporation Law is amended after the date of the filing of this Certificate of Incorporation to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended from time to time. No repeal or modification of this Article VIII by the stockholders shall adversely affect any right or protection of a director of the corporation existing by virtue of this Article VIII at the time of such repeal or modification.

ARTICLE IX

CORPORATE POWER

The corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred on stockholders herein are granted subject to this reservation.

ARTICLE X

CREDITOR COMPROMISE OR ARRANGEMENT

Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation to do business both within and without the State of Delaware, and in pursuance of the Delaware General Corporation Law, does hereby make and file this Certificate.

Date: March 25, 1992

/s/ Gerard A. Thompson

Gerard A. Thompson

EX-3.84

Exhibit 3.84

BROWARD AMBULANCE ACQUISITION, INC.

(a Delaware corporation)

BYLAWS

ARTICLE I

Offices

SECTION 1.01 Registered Office. The registered office of Broward Ambulance Acquisition, Inc. (hereinafter called the “Corporation”) in the State of Delaware shall be at 32 Loockerman Square, City of Dover, County of Kent, and the name of the registered agent in charge thereof shall be The Prentice-Hall Corporation System, Inc.

SECTION 1.02 Other Offices. The Corporation may also have an office or offices at such other place or places, either within or without the State of Delaware, as the Board of Directors (hereinafter called the “Board”) may from time to time determine or as the business of the Corporation may require.

ARTICLE II

Meetings of Stockholders

SECTION 2.01 Annual Meetings. Annual meetings of the stockholders of the Corporation for the purpose of electing directors and for the transaction of such other proper business as may come before such meetings may be held at such time, date and place as the Board shall determine by resolution.

SECTION 2.02 Special Meetings. A special meeting of the stockholders for the transaction of any proper business may be called at any time by the Board or by the President.

SECTION 2.03 Place of Meetings. All meetings of the stockholders shall be held at such places, within or without the State of Delaware, as may from time to time be designated by the person or persons calling the respective meeting and specified in the respective notices or waivers of notice thereof.

SECTION 2.04 Notice of Meetings. Except as otherwise required by law, notice of each meeting of the stockholders, whether annual or special, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder of record entitled to vote at such meeting by delivering a typewritten or printed notice thereof to him personally, or by depositing such notice in the United States mail, in a postage prepaid envelope, directed to him at his post office address furnished by him to the Secretary of the Corporation for such purpose or, if he shall not have furnished to the Secretary his address for such purpose, then at his post office address last known to the Secretary, or by transmitting a

notice thereof to him at such address by telegraph, cable, or wireless. Except as otherwise expressly required by law, no publication of any notice of a meeting of the stockholders shall be required. Every notice of a meeting of the stockholders shall state the place, date and hour of the meeting, and, in the case of a special meeting, shall also state the purpose or purposes for which the meeting is called. Notice of any meeting of stockholders shall not be required to be given to any stockholder who shall have waived such notice and such notice shall be deemed waived by any stockholder who shall attend such meeting in person or by proxy, except as a stockholder who shall attend such meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Except as otherwise expressly required by law, notice of any adjourned meeting of the stockholders need not be given if the time and place thereof are announced at the meeting at which the adjournment is taken.

SECTION 2.05 Quorum. Except in the case of any meeting for the election of directors summarily ordered as provided by law, the holders of record of a majority in voting interest of the shares of stock of the Corporation entitled to be voted thereat, present in person or by proxy, shall constitute a quorum for the transaction of business at any meeting of the stockholders of the Corporation or any adjournment thereof. In the absence of a quorum at any meeting or any adjournment thereof, a majority in voting interest of the stockholders present in person or by proxy and entitled to vote thereat or, in the absence therefrom of all the stockholders, any officer entitled to preside at, or to act as secretary of, such meeting may adjourn such meeting from time to time. At any such adjourned meeting at which a quorum is present any business may be transacted which might have been transacted at the meeting as originally called.

SECTION 2.06 Voting.

(a) Each stockholder shall, at each meeting of the stockholders, be entitled to vote in person or by proxy each share or fractional share of the stock of the Corporation having voting rights on the matter in question and which shall have been held by him and registered in his name on the books of the Corporation:

(i) on the date fixed pursuant to Section 6.05 of these Bylaws as the record date for the determination of stockholders entitled to notice of and to vote at such meeting, or

(ii) if no such record date shall have been so fixed, then (a) at the close of business on the day next preceding the day on which notice of the meeting shall be given or (b) if notice of the meeting shall be waived, at the close of business on the day next preceding the day on which the meeting shall be held.

(b) Shares of its own stock belonging to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors in such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes. Persons holding stock of the Corporation in a fiduciary capacity shall be entitled to vote such stock. Persons whose stock is pledged shall be entitled to

vote, unless in the transfer by the pledgor on the books of the Corporation he shall have expressly empowered the pledgee to vote thereon, in which case only the pledgee, or his proxy, may represent such stock and vote thereon. Stock having voting power standing of record in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants in common, tenants by entirety or otherwise, or with respect to which two or more persons have the same fiduciary relationship, shall be voted in accordance with the provisions of the General Corporation Law of the State of Delaware.

(c) Any such voting rights may be exercised by the stockholder entitled thereto in person or by his proxy appointed by an instrument in writing, subscribed by such stockholder or by his attorney thereunto authorized and delivered to the secretary of the meeting; provided, however, that no proxy shall be voted or acted upon after three years from its date unless said proxy shall provide for a longer period. The attendance at any meeting of a stockholder who may theretofore have given a proxy shall not have the effect of revoking the same unless he shall in writing so notify the secretary of the meeting prior to the voting of the proxy. At any meeting of the stockholders all matters, except as otherwise provided in the Certificate of Incorporation, in these Bylaws or by law, shall be decided by the vote of a majority in voting interest of the stockholders present in person or by proxy and entitled to vote thereat and thereon, a quorum being present. The vote at any meeting of the stockholders on any question need not be by ballot, unless so directed by the chairman of the meeting. On a vote by ballot each ballot shall be signed by the stockholder voting, or by his proxy, if there be such proxy, and it shall state the number of shares voted.

SECTION 2.07 List of Stockholders. The Secretary of the Corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

SECTION 2.08 Judges. If at any meeting of the stockholders a vote by written ballot shall be taken on any question, the chairman of such meeting may appoint a judge or judges to act with respect to such vote. Each judge so appointed shall first subscribe an oath faithfully to execute the duties of a judge at such meeting with strict impartiality and according to the best of his ability. Such judges shall decide upon the qualification of the voters and shall report the number of shares represented at the meeting and entitled to vote on such question, shall conduct and accept the votes, and, when the voting is completed, shall ascertain and report the number of shares voted respectively for and against the question. Reports of judges shall be in writing and subscribed and delivered by them to the Secretary of the Corporation. The judges need not be stockholders of the Corporation, and any officer of the Corporation may be a judge on any question other than a vote for or against a proposal in which he shall have a material interest.

SECTION 2.09 Action Without Meeting. Any action required to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III

Board of Directors

SECTION 3.01 General Powers. The property, business and affairs of the Corporation shall be managed by the Board.

SECTION 3.02 Number and Term of Office. The number of directors shall be two (2). Directors need not be stockholders. Each of the directors of the Corporation shall hold office until his successor shall have been duly elected and shall qualify or until he shall resign or shall have been removed in the manner hereinafter provided.

SECTION 3.03 Election of Directors. The directors shall be elected annually by the stockholders of the Corporation and the persons receiving the greatest number of votes, up to the number of directors to be elected, shall be the directors.

SECTION 3.04 Resignations. Any director of the Corporation may resign at any time by giving written notice to the Board or to the Secretary of the Corporation. Any such resignation shall take effect at the time specified therein, or, if the time be not specified, it shall take effect immediately upon its receipt; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

SECTION 3.05 Vacancies. Except as otherwise provided in the Certificate of Incorporation, any vacancy in the Board, whether because of death, resignation, disqualification, an increase in the number of directors, or any other cause, may be filled by vote of the majority of the remaining directors, although less than a quorum. Each director so chosen to fill a vacancy shall hold office until his successor shall have been elected and shall qualify or until he shall resign or shall have been removed in the manner hereinafter provided.

SECTION 3.06 Place of Meeting, Etc. The Board may hold any of its meetings at such place or places within or without the-State of Delaware as the Board may from time to time by resolution designate or as shall be designated by the person or persons calling the meeting or in the notice or a waiver of notice of any such meeting. Directors may participate in any regular or special meeting of the Board by means of conference telephone or similar communications equipment pursuant to which all persons participating in the meeting of the Board can hear each other, and such participation shall constitute presence in person at such meeting.

SECTION 3.07 First Meeting. The Board shall meet as soon as practicable after each annual election of directors and notice of such first meeting shall not be required.

SECTION 3.08 Regular Meetings. Regular meetings of the Board may be held at such times as the Board shall from time to time by resolution determine. If any day fixed for a regular meeting shall be a legal holiday at the place where the meeting is to be held, then the meeting shall be held at the same hour and place on the next succeeding business day not a legal holiday. Except as provided by law, notice of regular meetings need not be given.

SECTION 3.09 Special Meetings. Special meetings of the Board shall be held whenever called by the President or a majority of the authorized number of directors. Except as otherwise provided by law or by these Bylaws, notice of the time and place of each such special meeting shall be mailed to each director, addressed to him at his residence or usual place of business, at least five (5) days before the day on which the meeting is to be held, or shall be sent to him at such place by telegraph or cable or be delivered personally not less than forty-eight (48) hours before the time at which the meeting is to be held. Except where otherwise required by law or by these Bylaws, notice of the purpose of a special meeting need not be given. Notice of any meeting of the Board shall not be required to be given to any director who is present at such meeting, except a director who shall attend such meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

SECTION 3.10 Quorum and Manner of Acting. Except as otherwise provided in these Bylaws or by law, the presence of a majority of the authorized number of directors shall be required to constitute a quorum for the transaction of business at any meeting of the Board, and all matters shall be decided at any such meeting, a quorum being present, by the affirmative votes of a majority of the directors present. In the absence of a quorum, a majority of directors present at any meeting may adjourn the same from time to time until a quorum shall be present. Notice of any adjourned meeting need not be given. The directors shall act only as a Board, and the individual directors shall have no power as such.

SECTION 3.11 Action by Consent. Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting if a written consent thereto is signed by all members of the Board or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board or committee.

SECTION 3.12 Removal of Directors. Subject to the provisions of the Certificate of Incorporation, any director may be removed at any time, either with or without cause, by the affirmative vote of the stockholders having a majority of the voting power of the Corporation given at a special meeting of the stockholders called for the purpose.

SECTION 3.13 Compensation. The directors shall receive only such compensation for their services as directors as may be allowed by resolution of the Board. The Board may also provide that the Corporation shall reimburse each such director for any expense incurred by him on account of his attendance at any meetings of the Board or Committees of the Board. Neither the payment of such compensation nor the reimbursement of such expenses shall

be construed to preclude any director from serving the Corporation or its subsidiaries in any other capacity and receiving compensation therefor.

SECTION 3.14. Committees. The Board may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. Any such committee, to the extent provided in the resolution of the Board and except as otherwise limited by law, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. Any such committee shall keep written minutes of its meetings and report the same to the Board at the next regular meeting of. the Board. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member.

ARTICLE IV

Officers

SECTION 4.01 Number. The officers of the Corporation shall be a President, one or more Vice Presidents (the number thereof and their respective titles to be determined by the Board), a Secretary and a Treasurer.

SECTION 4.02 Election, Term of Office and Qualifications. The officers of the Corporation, except such officers as may be appointed in accordance with Section 4.03, shall be elected annually by the Board at the first meeting thereof held after the election thereof. Each officer shall hold office until his successor shall have been duly chosen and shall qualify or until his resignation or removal in the manner hereinafter provided.

SECTION 4.03 Assistants, Agents and Employees, Etc. In addition to the officers specified in Section 4.01, the Board may appoint other assistants, agents and employees as it may deem necessary or advisable, including one or more Assistant Secretaries, and one or more Assistant Treasurers, each of whom shall hold office for such period, have such authority, and perform such duties as the Board may from time to time determine. The Board may delegate to any officer of the Corporation or any committee of the Board the power to appoint, remove and prescribe the duties of any such assistants, agents or employees.

SECTION 4.04 Removal. Any officer, assistant, agent or employee of the Corporation may be removed, with or without cause, at any time: (i) in the case of an officer, assistant, agent or employee appointed by the Board, only by resolution of the Board; and (ii) in the case of an officer, assistant, agent or employee, by any officer of the Corporation or committee of the Board upon whom or which such power of removal may be conferred by the Board.

SECTION 4.05 Resignations. Any officer or assistant may resign at any time by giving written notice of his resignation to the Board or the Secretary of the Corporation. Any such resignation shall take effect at the time specified therein, or, if the time be not specified, upon receipt thereof by the Board or the Secretary, as the case may be; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

SECTION 4.06 Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or other cause, may be filled for the unexpired portion of the term thereof in the manner prescribed in these Bylaws for regular appointments or elections to such office.

SECTION 4.07 The President. The President of the Corporation shall be the chief executive officer of the Corporation and shall have, subject to the control of the Board, general and active supervision and management over the business of the Corporation and over its several officers, assistants, agents and employees.

SECTION 4.08 The Vice Presidents. Each Vice President shall have such powers and perform such duties as the Board may from time to time prescribe. At the request of the President, or in case of the President’s absence or inability to act upon the request of the Board, a Vice President shall perform the duties of the President and when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President.

SECTION 4.09 The Secretary. The Secretary shall, if present, record the proceedings of all meetings of the Board, of the stockholders, and of all committees of which a secretary shall not have been appointed in one or more books provided for that purpose; he shall see that all notices are duly given in accordance with these Bylaws and as required by law; he shall be custodian of the seal of the Corporation and shall affix and attest the seal to all documents to be executed on behalf of the Corporation under its seal; and, in general, he shall perform all the duties incident to the office of Secretary and such other duties as may from time to time be assigned to him by the Board.

SECTION 4.10 The Treasurer. The Treasurer shall have the general care and custody of the funds and securities of the Corporation, and shall deposit all such funds in the name of the Corporation in such banks, trust companies or other depositories as shall be selected by the Board. He shall receive, and give receipts for, moneys due and payable to the Corporation from any source whatsoever. He shall exercise general supervision over expenditures and disbursements made by officers, agents and employees of the Corporation and the preparation of such records and reports in connection therewith as may be necessary or desirable. He shall, in general, perform all other duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board.

SECTION 4.11 Compensation. The compensation of the officers of the Corporation shall be fixed from time to time by the Board. None of such officers shall be prevented from receiving such compensation by reason of the fact that he is also a director of the Corporation. Nothing contained herein shall preclude any officer from serving the Corporation, or any subsidiary corporation, in any other capacity and receiving such compensation by reason

of the fact that he is also a director of the Corporation. Nothing contained herein shall preclude any officer from serving the Corporation, or any subsidiary corporation, in any other capacity and receiving proper compensation therefor.

ARTICLE V

Contracts, Checks, Drafts, Bank Accounts, Etc.

SECTION 5.01 Execution of Contracts. The Board, except as in these Bylaws otherwise provided, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances; and unless so authorized by the Board or by these Bylaws, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or in any amount.

SECTION 5.02 Checks, Drafts, Etc. All checks, drafts or other orders for payment of money, notes or other evidence of indebtedness, issued in the name of or payable to the Corporation, shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by resolution of the Board. Each such officer, assistant, agent or attorney shall give such bond, if any, as the Board may require.

SECTION 5.03 Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board may select, or as may be selected by any officer or officers, assistant or assistants, agent or agents, or attorney or attorneys of the Corporation to whom such power shall have been delegated by the Board. For the purpose of deposit and for the purpose of collection for the account of the Corporation, the President, any Vice President or the Treasurer (or any other officer or officers, assistant or assistants, agent or agents, or attorney or attorneys of the Corporation who shall from time to time be determined by the Board) may endorse, assign and deliver checks, drafts and other orders for the payment of money which are payable to the order of the Corporation.

SECTION 5.04 General and Special Bank Accounts. The Board may from time to time authorize the opening and keeping of general and special bank accounts with such banks, trust companies or other depositories as the Board may select or as may be selected by any officer or officers, assistant or assistants, agent or agents, or attorney or attorneys of the Corporation to whom such power shall have been delegated by the Board. The Board may make such special rules and regulations with respect to such bank accounts, not inconsistent with the provisions of these Bylaws, as it may deem expedient.

ARTICLE VI

Shares and Their Transfer

SECTION 6.01 Certificates for Stock. Every owner of stock of the Corporation shall be entitled to have a certificate or certificates, to be in such form as the Board

shall prescribe, certifying the number and class of shares of the stock of the Corporation owned by him. The certificates representing shares of such stock shall be numbered in the order in which they shall be issued and shall be signed in the name of the Corporation by the President or a Vice President, and by the Secretary or an Assistant Secretary or by the Treasurer or an Assistant Treasurer. Any of or all of the signatures on the certificates may be a facsimile. In case any officer, transfer agent or registrar who has signed, or whose facsimile signature has been placed upon, any such certificate, shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, such certificate may nevertheless be issued by the Corporation with the same effect as though the person who signed such certificate, or whose facsimile signature shall have been placed thereupon, were such officer, transfer agent or registrar at the date of issue. A record shall be kept of the respective names of the persons, firms or corporations owning the stock represented by such certificates, the number and class of shares represented by such certificates, respectively, and the respective dates thereof, and in case of cancellation, the respective dates of cancellation. Every certificate surrendered to the Corporation for exchange or transfer shall be cancelled, and no new certificate or certificates shall be issued in exchange for any existing certificate until such existing certificate shall have been so cancelled, except in cases provided for in Section 6.04.

SECTION 6.02 Transfers of Stock. Transfers of shares of stock of the Corporation shall be made only on the books of the Corporation by the registered holder thereof, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary, or with a transfer clerk or a transfer agent appointed as provided in Section 6.03, and upon surrender of the certificate or certificates for such shares properly endorsed and the payment of all taxes thereon. The person in whose name shares of stock stand on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation. Whenever any transfer of shares shall be made for collateral security, and not absolutely, such fact shall be so expressed in the entry of transfer if, when the certificate or certificates shall be presented to the Corporation for transfer, both the transferor and the transferee request the Corporation to do so.

SECTION 6.03 Regulations. The Board may make such rules and regulations as it may deem expedient, not inconsistent with these Bylaws, concerning the issue, transfer and registration of certificates for shares of the stock of the Corporation. It may appoint, or authorize any officer or officers to appoint, one or more transfer clerks or one or more transfer agents and one or more registrars, and may require all certificates for stock to bear the signature or signatures of any of them.

SECTION 6.04 Lost, Stolen, Destroyed, and Mutilated Certificates. In any case of loss, theft, destruction, or mutilation of any certificate of stock, another may be issued in its place upon proof of such loss, theft, destruction, or mutilation and upon the giving of a bond of indemnity to the Corporation in such form and in such sum as the Board may direct; provided, however, that a new certificate may be issued without requiring any bond when, in the judgment of the Board, it is proper so to do.

SECTION 6.05 Fixing Date for Determination of Stockholders of Record. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate

action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any other change, conversion or exchange of stock or for the purpose of any other lawful action, the Board may fix, in advance, a record date, which shall not be more than 60 nor less than 10 days before the date of such meeting, nor more than 60 days prior to any other action. If in any case involving the determination of stockholders for any purpose other than notice of or voting at a meeting of stockholders or expressing consent to corporate action without a meeting the Board shall not fix such a record date, the record date for determining stockholders for such purpose shall be the close of business on the day on which the Board shall adopt the resolution relating thereto. A determination of stockholders entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of such meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.

ARTICLE VII

Indemnification

SECTION 7.01 Action, Etc. Other Than by or in the Right of the Corporation. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, that he had reasonable cause to believe that his conduct was unlawful.

SECTION 7.02 Actions, Etc., by or in the Right of the Corporation. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless and only to the extent that

the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

SECTION 7.03 Determination of Right of Indemnification. Any indemnification under Section 7.01 or 7.02 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 7.01 and 7.02. Such determination shall be made (i) by the Board by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iii) by the stockholders.

SECTION 7.04 Indemnification Against Expenses of Successful Party. Notwithstanding the other provisions of this Article, to the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 7.01 or 7.02, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

SECTION 7.05 Prepaid Expenses. Expenses incurred by an officer or director in defending a civil or criminal action; suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board in the specific case upon receipt of an undertaking by or on behalf of the director or officer to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation as authorized in this Article. Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board deems appropriate.

SECTION 7.06 Other Rights and Remedies. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any Bylaws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

SECTION 7.07 Insurance. Upon resolution passed by the Board, the Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article.

SECTION 7.08 Constituent Corporations. For the purposes of this Article, references to “the Corporation” include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation, so that any person who is or was a director, officer, employee or agent of such a constituent corporation or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Article with respect to the resulting or surviving corporation as he would if he had served the resulting or surviving corporation in the same capacity.

SECTION 7.09 Other Enterprises, Fines, and Serving at Corporation’s Request. For purposes of this Article, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article.

ARTICLE VIII

Miscellaneous

SECTION 8.01 Seal. The Board shall provide a corporate seal, which shall be in the form of a circle and shall bear the name of the Corporation and words and figures showing that the Corporation was incorporated in the State of Delaware and the year of incorporation.

SECTION 8.02 Waiver of Notices. Whenever notice is required to be given by these Bylaws or the Certificate of Incorporation or by law, the person entitled to said notice may waive such notice in writing, either before or after the time stated therein, and such waiver shall be deemed equivalent to notice.

SECTION 8.03 Amendments. These Bylaws, or any of them, may be altered, amended or repealed, and new Bylaws may be made, (i) by the Board, by vote of a majority of the number of directors then in office as directors, acting at any meeting of the Board, or (ii) by the stockholders, at any annual meeting of stockholders, without previous notice, or at any special meeting of stockholders, provided that notice of such proposed amendment, modification, repeal or adoption is given in the notice of special meeting. Any Bylaws made or altered by the stockholders may be altered or repealed by either the Board or the stockholders.

CERTIFICATE OF ASSISTANT SECRETARY.

I, the undersigned, do hereby certify:

1. That I am the duly elected and acting Assistant Secretary of Broward Ambulance Acquisition, Inc., a Delaware corporation; and

2. That the foregoing bylaws, comprising 16 pages, constitute the bylaws of said corporation as duly adopted by action of the sole stockholder or board of directors of the Corporation.

IN WITNESS WHEREOF, I have executed this Certificate as Assistant Secretary of the Corporation effective as of this 27 day of March, 1992.

/s/ Gerard A. Thompson

Gerard A. Thompson

ACTION BY WRITEN CONSENT

OF THE SOLE SHAREHOLDER

BROWARD AMBULANCE, INC.,

a Delaware corporation

The undersigned being the sole Stockholder of BROWARD AMBULANCE, INC., a Delaware corporation (the “Corporation”), in accordance with the authority contained in the Bylaws of this Corporation, hereby consents to the adoption of and adopts the following recitals and resolutions:

REMOVAL OF DIRECTORS

WHEREAS, it is in the best interests of this Corporation that the directors of this Corporation be removed effective immediately.

NOW, THEREFORE, BE IT RESOLVED, that all of the directors of this Corporation are hereby removed effective immediately.

AMENDMENT OF BYLAWS

WHEREAS, all incumbent directors of the Corporation have been removed from their positions as directors of the Corporation;

WHEREAS, it has been proposed that Article       , Section       of the Bylaws (“Bylaws”) of the Corporation be amended to provide that the authorized number of directors of the Corporation shall be One (1); and

WHEREAS, the undersigned, deems it advisable and in the best interests of the Corporation to authorize, approve and adopt the amendment to the Bylaws.

NOW, THEREFORE, BE IT RESOLVED, that the amendment of Article       , Section         of the Bylaws of the Corporation, to read as set forth below is hereby authorized, adopted and approved, and the Secretary of the Corporation is hereby authorized, empowered and directed to execute a Certificate evidencing the adoption of such amendment:

“The authorized number of directors of the Corporation shall be One (1). Each director shall hold office until the next annual meeting of the shareholders and until his successor is elected and qualified.”

RESOLVED FURTHER, that the officers of this Corporation be, and each of them hereby is, authorized to execute and deliver such documents and

instruments and to do and perform such deeds and acts as may be deemed necessary or advisable by such officer or officers in order to carry out and perform the purposes and intentions of the foregoing resolutions.

ELECTION OF SOLE DIRECTOR

WHEREAS, the authorized number of directors of this Corporation is now one (1) and it is necessary to fill that position, as all incumbent directors have resigned.

NOW, THEREFORE, BE IT RESOLVED, that the following person is hereby elected to the Board of Directors of the Corporation, to serve in accordance with the Bylaws of the Corporation;

M. Keith Huzyak

RESOLVED FURTHER, that the above named director is the sole director of the Corporation.

SUBSEQUENT AMENDMENT OF BYLAWS/ELECTION OF ADDITIONAL DIRECTORS

WHEREAS, it has been proposed that effective June     , 1994 Article       , Section         of the Bylaws (“Bylaws”) of this Corporation be amended to provide that the authorized number of directors of the Corporation shall be seven (7); and

WHEREAS, the undersigned deems it advisable and in the best interests of the Corporation to authorize, approve and adopt, effective as of June       , 1994, the amendment to the Bylaws set forth hereinafter;

NOW, THEREFORE, BE IT RESOLVED, that the amendment of Article       , Section        of the Bylaws of the Corporation, to read as set forth below is hereby authorized, adopted and approved, such amendment to become effective June       , 1994, and the Secretary of the Corporation is hereby authorized, empowered and directed to execute a Certificate evidencing the adoption of such amendment:

“Effective from and after June     , 1994, the authorized number of directors of the Corporation shall be seven (7). Each director shall hold office until the next annual meeting of the shareholders and until his successor is elected and qualified”; and

WHEREAS, it is in the best interests of this Corporation that directors be elected to fill vacant positions that will be created as of June       , 1994 by the foregoing Amendment to the Bylaws.

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NOW, THEREFORE, BE IT RESOLVED, that the following persons are hereby elected to the Board of Directors of the Corporation, for a term commencing as of June , 1994, each such person to serve in accordance with the Bylaws of the Corporation;

M. Keith Huzyak
Noel Urben
John M. Morris
Jeffery C. Garvey
J. Scott Adams
Michael Khougaz

RESOLVED FURTHER, that, effective as of June       , 1994, the above named directors shall constitute all of the validly elected directors of the Corporation; and

RESOLVED FURTHER, that the officers of this Corporation be, and each of them hereby is, authorized to execute and deliver such documents and instruments and to do and perform such deeds and acts as may be deemed necessary or advisable by such officer or officers in order to carry out and perform the purposes and intentions of the foregoing resolutions.

IN WITNESS WHEREOF, the undersigned has executed this Written Consent as of this        day of June, 1994.

ATLANTIC AMBULANCE, INC., a Delaware corporation
By:	/s/ M. Keith Huzyak
	M. Keith Huzyak, President

BROWARD AMBULANCE, INC.

Action by Written Consent of Sole Director

The undersigned, being the sole director of Broward Ambulance, Inc., a Delaware corporation, hereby consents to the following action and adopts the following resolution:

RESOLVED: The By-Laws of the Corporation be and are hereby amended to fix the number of Directors of the Corporation to one.

This consent shall be filed with the minutes of meetings of the directors of this corporation and shall be treated for all purposes as action taken at a meeting.

/s/ John Grainger

John Grainger

Sole Director

DATED: November 1, 2000

ACTION OF SOLE SHAREHOLDER
OF
BROWARD AMBULANCE, INC.
BY WRITTEN CONSENT
IN LIEU OF SPECIAL MEETING

The following action is taken by the sole shareholder of Broward Ambulance, Inc., a Delaware corporation (the “Company”), through this action by Written Consent and in lieu of holding a special meeting of the shareholder, pursuant to Section 228 of the General Corporation Law of Delaware, the Articles of Incorporation of the Company and the Bylaws of the Company:

Ratification of Past Acts

WHEREAS, the Bylaws of the Company formerly required the shareholder to elect not less than two people to the Board of Directors;

WHEREAS, the Board of Directors has passed a resolution amending the Bylaws to require the shareholder to elect not less than one person to the Board of Directors,

NOW, THEREFORE, BE IT:

RESOLVED, that the acts of the directors of the Company taken prior to the date hereof, including, without limitation, any actions taken with respect to the number of directors required by the Company’s Bylaws or Articles of Incorporation, hereby are, in all respects ratified, confirmed and approved.

The foregoing action is consented to, without a meeting, by the sole shareholder of the Company as evidenced by the execution of this instrument.

Dated as of                   , 2000

AMERICAN MEDICAL RESPONSE, INC.,

a Delaware corporation, sole shareholder

/s/ John R. Grainger

By:  John R. Grainger

Title:  President and Chief Executive Officer

EX-3.85

Exhibit 3.85

Secretary of State
P.O. Box 13697
Austin, TX 78711-3697 FAX:
512/463-5709

Filing Fee: $300 Certificate of Formation
Limited Liability
Company

Article 1 — Entity Name and Type

The filing entity being formed is a limited liability company. The name of the entity is:

Company Management, LLC

The name of the entity must contain the words “Limited Liability Company” or “Limited Company,” or an accepted abbreviation of such terms. The name must not be the same as, deceptively similar to or similar to that of an existing corporate, limited liability company, or limited partnership name on file with the secretary of state. A preliminary check for “name availability” is recommended.

Article 2 — Registered Agent and Registered Office

o A.  The initial registered agent is an organization (cannot be company named above) by the name of:

OR

x B.  The initial registered agent is an individual resident of the state whose name is set forth below:

Name:

Jerry S. Harris

o C.  The business address of the registered agent and the registered office address is:

Street Address:

404 N. Green Street

P.O. Drawer 2072  Longview TX  75606-2072

Article 3 - Governing Authority

x A.  The limited liability company is to be managed by managers.

OR

o B.  The limited liability company will not have managers. Management of the company is reserved to the members.

The names and addresses of the governing persons are set forth below:

Manager 1: Jerry S. Harris	Title: Manager
Address:  404 N. Green Street   P.O. Drawer 2072  Longview TX, USA 75606-2072

Article 4 - Purpose

The purpose for which the company is organized is for the transaction of any and all lawful business for which limited liability companies may be organized under the Texas Business Organizations Code.

Supplemental Provisions / Information

[The attached addendum, if any, is incorporated herein by reference.]

Certificate of Reservation.pdf

Organizer

The name and address of the organizer are set forth below.

Jerry S. Harris        P.O. Drawer 2072, Longview. TX 75606-2072

Effectiveness of Filing

x A.  This document becomes effective when the document is filed by the secretary of state.

OR

o B.  This document becomes effective at a later date, which is not more than ninety (90) days from the date of its signing. The delayed effective date is:

Execution

The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument.

Jerry S. Harris

Signature of Organizer

FILING OFFICE COPY

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Corporations Section
P.O. Box 13697
Austin, TX 78711-3697 Phil Wilson Secretary of State

Office of the Secretary of State

CERTIFICATE OF RESERVATION OF
ENTITY NAME
OF

Company Management, LLC

The undersigned, as Secretary of State of Texas. hereby certifies that the above entity name has been reserved in this office pursuant to the provisions of Section 5.101 of the Texas Business Organizations Code for the exclusive use of

Jerry S Harris
404 N Green Street, P.O. Drawer 2072, Longview, TX 75606

For a period or one hundred twenty days after the date hereof.

This name reservation does not authorize the use of a name in this state in violation of the rights of another under the federal Trademark Act of 1946, the Texas trademark law, the Assumed Business or Professional Name Act, or the common law.

Dated:  02/11/2008

/s/ Phil Wilson

Phil Wilson

Secretary of State

	Come visit us on the internet at http://www.sos.state.tx.us/
Phone: (512) 463-5555	Fax: (512) 463-5709	Dial: 7-1     for Relay Services
Prepared by Dee Harris	TID: 0317	Document: 20309 000004

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HARBOUR LAW

Form 424
(Revised 01/06)
Return in duplicate to: Secretary of State
P.O. Box 13697
Austin, TX 78711-3697
512 463-5555
FAX: 512/463-5709
Filing Fee: See instructions Certificate of Amendment This space reserved for office use.

The name of the filing entity is:

COMPANY MANAGEMENT, LLC

State the name of the entity as currently shown in the records of the secretary of state. If the amendment changes the name of the entity, state the old name and not the new name.

The filing entity is a :  (Select the appropriate entity type below.)

o For-profit Corporation	o Professional Corporation
o Nonprofit Corporation	o Professional Limited Liability Company
o Cooperative Association	o Professional Association
x Limited Liability Company	o Limited Partnership
The file number issued to the filing entity by the secretary of state is: 800936027
The date of formation of the entity is: February 11, 2008

1. Amended Name

(If the purpose of the certificate of amendment is to change the name of the entity, use the following statement)

The amendment changes the certificate of formation to change the article or provision that names the filing entity. The article or provision is amended to read as follows:

The name of the filing entity is: (state the new name of the entity below)

CLINICAL PARTNERS MANAGEMENT COMPANY, LLC

The name of the entity must contain an organizational designation or accepted abbreviation of such term, as applicable.

2. Amended Registered Agent/Registered Office

The amendment changes the certificate of formation to change the article or provision stating the name of the registered agent and the registered office address of the filing entity. The article or provision is amended to read as follows:

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Registered Agent
(Complete either A or B, but not both. Also complete C.)

o  A. The registered agent is an organization (cannot be misty named above) by the name of:

OR

o  B. The registered agent is an individual resident of the state whose name is:

First Name M.I. Last Name Suffix

o  C. The business address of the registered agent and the registered office address is:

		TX
Street Address (No P.O. Box)	City	State	Zip Code

3. Other Added, Altered, or Deleted Provisions

Other changes or additions to the certificate of formation may be made in the space provided below.  If the space provided is insufficient, incorporate the additional text by providing an attachment to this form. Please read the instructions to this form for further information on format.

Text Area (The attached addendum, if say, incorporated herein by reference.)

o Add each of the following provisions to the certificate of formation. The identification or reference of the added provision and the full text are as follows:

o Alter each of the following provisions of the certificate of formation.  The identification or reference of the altered provision and the full text of the provision as amended are as follows: 

o Delete each of the provisions identified below from the certificate of formation.

The amendments to the certificate of formation have been approved in the manner required by the Texas Business Organizations Code and by the governing documents of the entity.

Form 424

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A. x This document becomes effective when the document is filed by the secretary of state.

B. o This document becomes effective at a later date, which is not more than ninety (90) days from the date of signing..  The delayed effective date is:

C. o This document takes effect upon the occurrence of a future event or fact, other than the passage of time.  The 90th day after the date of signing is:

The following event or fact will cause the document to take effect in the manner described below:

The undersigned signs tins document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument

Date:	August 5, 2008
		/s/ Harold L. Bolwick
		HAROLD L. BOLWICK, MD. SOLE MEMBER
		Signature and title of authorized person(s) (see instructions)

Form 424

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EX-3.86

Exhibit 3.86

COMPANY AGREEMENT
OF
COMPANY MANAGEMENT, LLC
a Texas Limited Liability Company

This Company Agreement of Company Management, LLC is executed as of February 15th, 2008 (the “Effective Date”) by the persons who sign and are identified as “Members” in this Agreement.

ARTICLE I
DEFINITIONS

1.01   Definitions.  As used in this Agreement, the following terms have the following meanings:

“Affiliate” means, with reference to any person, any other person controlling, controlled by or under direct or indirect common control with such person.

“Agreement” means this Company Agreement, as amended from time to time.

“Assignee” means a person who receives a Transfer of all or a portion of the Membership Interest of a Member, but who has not been admitted to the Company as a Member.

“Bankrupt Member” means (except to the extent a Simple Majority consents otherwise) any Member (a) that (i) makes an assignment for the benefit of creditors; (ii) files a voluntary bankruptcy petition; (iii) becomes the subject of an order for relief or is declared insolvent in any federal or state bankruptcy or insolvency proceedings; (iv) files a petition or answer seeking for the Member a reorganization, arrangement, composition, readjustment, liquidation, dissolution, termination, or similar relief under any law; (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the Member in a Proceeding of the type described in subclauses (i) through (iv) of this clause (a); or (vi) seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the Member’s or of all or any substantial part of the Member’s properties; or (b) against which a Proceeding seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any law has been commenced and one hundred twenty (120) days have expired without dismissal thereof or with respect to which, without the Member’s consent or acquiescence, a trustee, receiver, or liquidator of the Member or of all or any substantial part of the Member’s properties has been appointed and ninety (90) days have expired without the appointment’s having been vacated or stayed, or ninety (90) days have expired after the date of expiration of a stay, if the appointment has not previously been vacated,

“Business Day” means any day other than a Saturday, a Sunday, or a holiday on which national banking associations in the State of Texas are closed.

“Capital Account” means a capital account maintained for a Member as provided by Treasury Regulation 1.704-1(b)(2)(iv) of the Regulations of the Internal Revenue Service.

“Capital Contribution” means the amount of money and the Net Value of property other than money contributed to the Company by a Member.

“Capital Commitment” of a Member represents the aggregate amount of capital that such Member has agreed to contribute to the Company.

“Certificate of Formation” means the initial, amended, and restated certificate of formation of the Company.

“Company” means Company Management, LLC, a Texas limited liability company.

“Default Interest Rate” means a rate per annum equal to the lesser of (a) ten percent (10%) plus the prime rate published in The Wall Street Journal on the day the rate is determined (or the most recent day on which The Wall Street Journal was published if the paper is not published on the day the rate is determined), or, (b) the maximum rate permitted by applicable law.

“Former Member” means any person who had executed this Agreement, as of the date of this Agreement as a Member, or hereafter is admitted to the Company as a Member, as provided in this Agreement, but who is no longer a Member of the Company; however, this term does not include a person who ceases to be a Member as a result of bankruptcy, default, expulsion, or legal disqualification to render the Professional Service the Company was organized to render.

“Fundamental Business Transaction” has that meaning assigned to it by the definitions in the TBOC, as may be amended from time to time, and includes (a) a merger, (b) an interest exchange, (c) a conversion, or (d) a sale of all or substantially all of an entity’s assets (with or without good will), other than in the usual and regular course of the Company’s business.

“General Interest Rate” means a rate per annum equal to the lesser of (a) the prime rate published in The Wall Street Journal on the day the rate is determined (or the most recent day on which The Wall Street Journal was published if the paper is not published on the day the rate is determined), or, (b) the maximum rate permitted by applicable law.

“Internal Revenue Code” means the Internal Revenue Code of 1986 and any successor statute, as amended from time to time.

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“Manager” means any person named in the Certificate of Formation as an initial Manager of the Company and any person hereafter elected as a Manager of the Company as provided in this Agreement, but does not include any person who has ceased to be a Manager of the Company.

“Member” means any person executing this Agreement as of the date of this Agreement as a Member or hereafter admitted to the Company as a Member as provided in this Agreement, but does not include any person who has ceased to be a Member of the Company.

“Membership Interest” means the interest of a Member in the Company, including, without limitation, rights to distributions (liquidating or otherwise), allocations, information, and to consent or approve.

“Net Value” means in connection with a Capital Contribution of property, the value of the asset less any indebtedness to which the asset is subject when contributed.

“Percentage Interest” meant the ratio in which the Members shall share profits and losses, as provided in this Agreement.  The sum of the Members’ Percentage Interests shall be one hundred percent (100%).

“Person” means any business entity, trust, estate, executor, administrator, or individual.

“Proceeding” means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative.

“Simple Majority” means one or more Members having among them more than fifty percent (50%) of the Percentage Interests of all Members.

“Super Majority” means one or more Members having among them more than sixty-six and sixty-seven hundredths percent (66.67%) of the Percentage Interests of all Members.

“TBOC” means the Texas Business Organizations Code, including any successor statute, as amended from time to time.

“Transfer” means any sale, transfer, encumbrance, gift, donation, assignment, pledge, hypothecation, or other form of transfer of a Membership Interest or any portion of a Membership Interest, whether voluntary or involuntary, whether attempted or completed, and whether during the transferor’s lifetime or upon or after the transferor’s death, including by operation of law, court order, judicial process, foreclosure, levy or attachment.

Other terms defined herein have the meaning so given them.

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ARTICLE II
ORGANIZATION

2.01  Formation.  The Company has been organized as a Texas limited liability company by filing a Certificate of Formation with the Secretary of State of Texas, which may be amended or restated from time to time.

2.02  Name.  The name of the Company is “Company Management, LLC” and all Company business must be conducted in that name or such other names that comply with applicable law as the Managers may select from time to lime.

2.03  Registered Office and Registered Agent.  The registered office of the Company required by the TBOC to be maintained in the State of Texas shall be the office of the initial registered agent named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Managers may designate from time to time in the Manner provided by law.  The registered agent of the Company in the State of Texas shall be the initial registered agent named in the Certificate of Formation or such other person or persons as the Managers may designate from time to time in the manner provided by law.

2.04  Principal Office and Other Offices.  The principal office of the Company in the United States shall be at such place as the Managers may designate from time to time, which need not be in the State of Texas.  The Company may have such other offices as the Managers may designate from time to time.

2.05  Purposes.  The primary purposes of the Company shall be any lawful purpose which may be undertaken by the company in accordance with the applicable provisions of the Texas Business Organizations Code.

2.06  Powers.  The Company shall have all powers necessary, suitable or convenient for the accomplishment of the purposes of the Company, including without limitation (a) to make and perform all contracts; (b) to borrow or lend money and secure payment thereof, (c) to engage in all activities and transactions; and (d) to have all powers available to a limited liability company under (i) the TBOC, (ii) any other laws in the State of Texas, and (iii) the laws of any other jurisdiction where the Company conducts business.

2.07  Foreign Qualification.  Prior to the Company’s conducting business in any jurisdiction other than Texas, the Managers shall cause the Company to comply, to the extent procedures are available and those matters are reasonably within the control of the Managers, with all requirements necessary to qualify the Company as a foreign limited liability company in that jurisdiction.  At the request of the Managers, each Member shall immediately execute, acknowledge, swear to, and deliver all certificates and other instruments conforming with this Agreement that are necessary or appropriate to qualify, continue, and terminate the Company as a foreign limited liability company in all such jurisdictions in which the Company may conduct business.

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2.08  Term.  The Company will commence on first proper filing of the Certificate of Formation for the Company with the Secretary of the State of Texas, and will continue until the Company terminates under the terms of this Agreement.

2.09  Mergers and Exchanges.  The Company may be a party to a merger, an exchange, or acquisition under the TBOC, subject to the requirements of this Agreement.

2.10  No State-Law Partnership.  The Members intend that the Company not be a partnership, a limited partnership, or a joint venture, and that no Member or Manager be a partner or joint venturer of any other Member or Manager, for any purposes other than federal and state tax purposes, and this Agreement may not be construed to suggest otherwise.

ARTICLE III
MEMBERSHIP

3.01  Initial Members, Capital Commitments, and Percentage Interests.  The persons listed on Exhibit A are hereby admitted to the Company as a Member, effective contemporaneously with the Effective Date of formation of the Company.  Set forth opposite the name of each Member listed on Exhibit A is such Member’s Capital Commitment and its Percentage Interest.  Exhibit A may be amended from time to time to reflect changes in or additions to the membership of the Company.  Any such amended Exhibit A shall (a) supersede all prior Exhibit A’s, (b) become part of this Agreement, and (c) be kept on file at the principal office of the Company.  Each Member represents that the Member is acquiring an interest in the Company for the account of such Member and not with a view to distribution thereof within the meaning of the Securities Act of 1933, as amended, or any state securities laws.  The Member will not transfer such interest in contravention of that act or any applicable state or federal securities laws.

3.02  Additional Members.  Additional persons may be admitted to the Company as Additional Members on such terms and conditions as shall be determined by unanimous consent of the Managers.  The additional Members must be licensed or otherwise authorized to render the Professional Service which the Company was organized to render.  The terms of admission or issuance must specify the Percentage Interests and the Capital Commitments applicable thereto.  The terms of admission or issuance may also provide for the creation of different classes or groups of Members and having different rights, powers, and duties.  The Managers shall reflect the creation of any new class or group in an amendment to this Agreement indicating the different rights, powers, and duties, and such an amendment need be executed only by the Managers.

3.03  Member Rights Specified in Agreement.  Except as otherwise specifically provided in this Agreement, no Member shall have the right (a) to sell, transfer or assign its interest in the Company; (b) to require partition of the property of the Company; (c) to compel the sale of Company assets; or (d) to cause the winding up of the Company.

3.04  No Authority.  Except as otherwise specifically provided in this Agreement, no Member (other than a Manager or an officer) has the authority or power to (a) transact business in the name of or on behalf of the Company, (b) bind or obligate the Company, or (c) incur any expenditures on behalf of the Company.

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3.05  Liability to Third Parties.  No Member or Manager shall be liable for the debts, obligations or liabilities of the Company, including under a judgment decree or order of a court, except as provided by Section 301.010 of the TBOC.

3.06  Withdrawal.  A Member may withdraw from the Company with sixty (60) days notice to the Managers of the Company, subject to winding up or termination as provided in Article XVI of this Agreement.

ARTICLE IV
CAPITAL CONTRIBUTIONS

4.01  Initial Contributions.  Contemporaneously with the execution of this Agreement, each Member shall make the initial Capital Contribution described for that Member in Exhibit A.

4.02  No Further Contributions.  No Member shall be required to make any Capital Contributions other than those specifically described by this Agreement, unless agreed to in writing by the contributing Member or required by the TBOC.

4.03  Return of Contributions.  No Member is entitled to the return of any part of its Capital Contributions or to be paid interest in respect of either its Capital Account or its Capital Contributions.  An unrepaid Capital Contribution is not a liability of the Company or of any Member.

4.04  Loans by Members.  If the Company does not have sufficient cash to pay its obligations, any Member that may agree to do so with the Managers’ consent may advance all or part of the needed funds to or on behalf of the Company.  An advance described in this paragraph constitutes a loan from the Member to the Company, bears interest at the General Interest Rate from the date of the advance until the date of payment, and is not a Capital Contribution.

4.05  Capital Accounts.  A Capital Account shall be established and maintained for each Member.  The Capital Account of each Member:

(a) shall consist of (i) the amount of money contributed by that Member to the Company, and (ii) the fair market value of property contributed by that Member to the Company (net of liabilities secured by the contributed property that the Company is considered to assume or take subject to under Section 752 of the Internal Revenue Code);

(b) shall be increased by allocations to that Member of the Company income and gain (or items thereof), including income and gain exempt from tax and income and gain described in Treasury Regulation § 1.704-1(b)(2)(iv)(g), but excluding income and gain described in Treasury Regulation § 1.704-1(b)(4)(i); and

(c) shall be decreased by (i) the amount of money distributed to that Member by the Company, (ii) the fair market value of property distributed to that Member by the Company (net of liabilities secured by the distributed property that the Member is considered to assume or take subject to section 752 of the Internal Revenue Code), (iii) allocations to that Member of expenditures of the Company described in Section 705(a)(2)(B) of the Internal Revenue Code, and (iv) allocations of Company loss and deduction (or items thereof), including loss and

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deduction described in Treasury Regulation § 1.704-1(b)(2)(iv)(g), but excluding items described in clause (c)(iii) above and loss or deduction described in Treasury Regulation § 1.704-1(b)(4)(i) or § 1.704-1(b)(4)(iii).

The Capital Account of each Member also shall be maintained and adjusted as permitted by the provisions of Treasury Regulation § 1.704-1(b)(2)(iv)(f) and as required by the other provisions of Treasury Regulation § 1.704-1(b)(2)(iv) and 1.704-1(b)(4), including adjustments to reflect the allocations to the Members of depreciation, depletion, amortization, and gain or loss as computed for tax purposes, as required by Treasury Regulation §1.704-1(b)(2)(iv)(g).  A Member that has more than one Membership Interest shall have a single Capital Account that reflects all its Membership Interests, regardless of the class of Membership Interests owned by that Member and regardless of the time or manner in which those Membership Interests were acquired.  On the transfer of all or part of a Membership Interest, the Capital Account of the transferor that is attributable to the transferred Membership Interest or part thereof shall carry over to the transferee Member in accordance with the provisions of Treasury Regulation § 1.704-1(b)(2)(iv)(1).

ARTICLE V
ALLOCATIONS AND DISTRIBUTIONS

5.01  Allocations.

(a) Except as may be required by Section 704(c) of the Internal Revenue Code and Treasury Regulation § 1.704-1(b)(2)(iv)(f)(4), all items of income, gain, loss, deduction and credit of the Company shall be allocated among the Members in accordance with their Percentage Interests.

(b) All items of income, gain, loss, deduction, and credit allocable to any Membership Interest that may have been transferred shall be allocated between the transferor and the transferee based on the portion of the calendar year during which each was recognized as owning that Membership Interest, without regard to the results of Company operations during any particular portion of that calendar year and without regard to whether cash distributions were made to the transferor or the transferee during that calendar year; provided, however, that this allocation must be made in accordance with a method permissible under Section 706 of the Internal Revenue Code and the regulations thereunder.

(c) In the event any Member unexpectedly receives any adjustments, allocations or distributions described in § l.704-l(b)(2)(ii)(d)(4), (5) or (6) of the Treasury Regulations, items of the Company’s income and gain shall be specially allocated as a qualified income offset to each such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of such Member as quickly as possible, provided that an allocation pursuant to this paragraph 5.01(c) shall be made only if and to the extent that such Member has an Adjusted Capital Account Deficit after all other allocations provided for in this Article have been tentatively made as if this paragraph 5.01(c) were not in this Agreement.

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5.02  Distributions.

(a) From time to time (but at least once each calendar quarter) the Managers shall determine in their reasonable judgment to what extent (if any) the Company’s cash on hand exceeds its current and anticipated needs, including, without limitation, for operating expenses, debt service, acquisitions, and a reasonable contingency reserve.  If such an excess exists, the Managers shall cause the Company to distribute to the Members, in accordance with their Percentage Interests, an amount in cash equal to that excess.

(b) From time to time the Managers also may cause property of the Company other than cash to be distributed to the Members, which distribution must be made in accordance with their Percentage Interests and may be made subject to existing liabilities and obligations.  Immediately prior to such a distribution, the Capital Accounts of the Members shall be adjusted as provided in Treasury Regulation § 1.704-1(b)(2)(iv)(f).

ARTICLE VI
MANAGEMENT

6.01  Management by Managers.  Except for situations in which the approval of the Members is required by this Agreement or by nonwaivable provisions of applicable law, and subject to the provisions of paragraph 6.02 of this Agreement, the Managers shall have the sole and exclusive control of the management, business and affairs of the Company, and the Managers shall make all decisions and take all actions for the Company not otherwise provided for in this Agreement, including, without limitation, the following:

(a) entering into, making, and performing contracts, agreements, and other undertakings binding the Company that may be necessary, appropriate, or advisable in furtherance of the purposes of the Company and making all decisions and waivers thereunder, including a Fundamental Business Transaction;

(b) opening and maintaining bank and investment accounts and arrangements, drawing checks and other orders for the payment of money, and designating individuals with authority to sign or give instructions with respect to those accounts and arrangements;

(c) maintaining the assets of the Company in good order;

(d) collecting sums due the Company;

(e) to the extent that funds of the Company are available therefor, paying debts and obligations of the Company;

(f) acquiring, utilizing for Company purposes, and disposing of any asset of the Company;

(g) borrowing money or otherwise committing the credit of the Company for Company activities and voluntary prepayments or extensions of debt;

(h) selecting, removing, and changing the authority and responsibility of lawyers, accountants, and other advisers and consultants;

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(i) obtaining insurance for the Company;

(j) determining distributions of Company cash and other property as provided in paragraph 5.02 of this Agreement;

(k) establishing a seal for the Company; and

(l) designating one or more committees, each of which shall be comprised of one or more Managers, to exercise any authority of the Managers in the management, business and affairs of the Company.

6.02  Restrictions.  Notwithstanding the provisions of paragraph 6.01 of this Agreement, the Managers may not cause the Company to do any of the following without complying with the applicable requirements set forth below:

(a) enter into a Fundamental Business Transaction, without complying with the applicable procedures set forth in the TBOC regarding approval by the Members (unless such provisions rendered inapplicable by another provision of applicable law);

(b) do any act in violation of this Agreement;

(c) admit a Member, except as expressly permitted by this Agreement;

(d) do any act which requires the prior approval of the Members;

(e) possess Company property or assign rights in Company property, other than for a Company purpose; or

(f) amend this Agreement, except as expressly permitted by this Agreement.

6.03  Conflicts of Interest.  Subject to the other express provisions of this Agreement, each Manager, Member and officer of the Company at any time and from time to time may engage in and possess interests in other business ventures of any and every type and description, independently or with others, including ones in competition with the Company, with no obligation to offer to the Company or any other Member, Manager or officer the right to participate therein.  The Company may transact business with any Manager, Member, officer or Affiliate thereof, provided the contract or transaction is fair to the Company as of the time it is authorized or ratified by Managers or Members, as the case may be.

6.04  Number and Term of Office.  The number of Managers of the Company shall be determined from time to time by resolution of the Managers, and shall consist of at least one (1); provided, however, that no decrease in the number of Managers that would have the effect of shortening the term of an incumbent Manager may be made by the Managers.  If the Managers make no such determination, the number of Managers shall be the number set forth in the Certificate of Formation as the number of Managers constituting the initial Managers.  Each Manager shall hold office for the term for which he is elected and thereafter until his successor shall have been elected and qualified, or until his earlier death, resignation or removal, Unless

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otherwise provided in the Certificate of Formation, Managers need not be Members or residents of the State of Texas.

6.05  Vacancies; Removal; Resignation.  Any Manager position to be filled by reason of an increase in the number of Managers or other reason may be filled by election at an annual or special meeting of Members called for that purpose.  A Manager elected to fill a vacancy occurring other than by reason of an increase in the number of Managers shall be elected for the unexpired term of his predecessor in office.  At any meeting of Members at which a quorum of Members is present called expressly for that purpose, or pursuant to a written consent adopted pursuant to this Agreement, any Manager may be removed, with or without cause, by a Super Majority.  Any Manager may resign at any time.  Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the remaining Managers.  The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation.

6.06  Compensation.  For their services in the management of the Company and its operations, the Managers may receive such compensation, if any, as may be designated from time to time by a Simple Majority of the Members.

6.07   Reimbursement.  The Managers are not required to advance any funds to pay costs and expenses of the Company.  However, in the event the Managers advance such funds, the Managers shall be entitled to be reimbursed for out-of-packet costs and expenses incurred in the course of their service hereunder, including the portion of their overhead reasonably allocable to Company activities.

6.08  Meetings.

(a) Unless otherwise required by law or provided in the Certificate of Formation or this Agreement, a majority of the total number of Managers fixed by, or in the manner provided in, the Certificate of Formation or this Agreement shall constitute a quorum for the transaction of business of the Managers, and the act of a majority of the Managers present at a meeting at which a quorum is present shall be the act of the Managers.  A Manager who is present at a meeting of the Managers at which action on any Company matter is taken shall be presumed to have assented to the action unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as secretary of the meeting before the adjournment thereof or shall deliver such dissent to the Company immediately after the adjournment of the meeting.  Such right to dissent shall not apply to a Manager who voted in favor of such action.

(b) Meetings of the Managers may be held at such place or places as shall be determined from time to time by resolution of the Managers.  At all meetings of the Managers, business shall be transacted in such order as shall from time to time be determined by resolution of the Managers.  Attendance of a Manager at a meeting shall constitute a waiver of notice of such meeting, except where a Manager attends a meeting for the purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

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(c) In connection with any annual meeting of Members at which Managers were elected, the Managers may, if a quorum is present, hold its first meeting for the transaction of business immediately after and at the same place as such annual meeting of the Members.  Notice of such meeting at such time and place shall not be required.

(d) Regular meetings of the Managers shall be held at such times and places as shall be designated from time to time by resolution of the Managers.  Notice of such regular meetings shall not be required.

(e) Special meetings of the Managers may be called by any Manager on at least 24 hours notice to each other Manager.  Such notice need not state the purpose or purposes of, nor the business to be transacted at, such meeting, except as may otherwise be required by law or provided for by the Certificate of Formation or this Agreement.  Notice of special meetings may be given by facsimile or electronic message (e-mail).

6.09  Approval or Ratification of Acts or Contracts by Members.  The Managers in their discretion may submit any act or contract for approval or ratification at any annual meeting of the Members, or at any special meeting of the Members called for the purpose of considering any such act or contract.  Any act or contract that shall be approved or be ratified by a majority of the Managers shall be as valid and as binding upon the Company and upon all the Members as if it shall have been approved or ratified by every Member of the Company.

6.10  Action Without Meeting.  Any action permitted or required by the TBOC, the Certificate of Formation or this Agreement to be taken at a meeting of the Managers or any committee designated by the Managers may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by all the Managers or members of such committee, as the case may be.  Every written consent shall bear the date of signature of each Manager who signs the consent, and the consent may be in one or more counterparts.  A telegram, telex, cablegram or similar transmission by a Manager, or a photographic, photostatic, facsimile or similar reproduction of a writing signed by a Manager, shall be regarded as signed by the Manager for purposes of this paragraph.  Such consent shall have the same force and effect as a unanimous vote at a meeting and may be stated as such in any document or instrument filed with the Secretary of State of Texas, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Managers or any such committee, as the case may be.  The signed consent or a signed copy of the consent shall be kept on file at the principal office of the Company.

6.11  Action by Telephone Conference or Other Remote Communications Technology.  Subject to the requirements of the TBOC, the Certificate of Formation or this Agreement for notice of meetings, unless otherwise restricted by the Certificate of Formation, Managers, or members of any committee designated by the Managers, may participate in and hold a meeting of the Managers or any committee of Managers, as the case may be, by means of conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other.  Or, another suitable electronic communications system may be used including video-conferencing technology or the Internet, but only if, each Manager entitled to participate in the meeting consents to the meeting being held by means of that system and the system provides access to the meeting in a manner or using a method by which each Manager

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participating in the meeting can communicate concurrently with each other participant.  Participation in such meeting shall constitute attendance and presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

6.12  Broad Discretion and Authority of Managers.  Each Member acknowledges and understands that the Managers are granted broad discretion and authority under this Agreement and that the Managers’ exercise of such broad discretion and authority may impair the value of the Membership Interest of the Member.  Such Member further acknowledges and understands that the Managers would not cause the Company to issue a Membership Interest to the Member if the Managers did not have such broad discretion and authority, and such Member agrees not to challenge the Manager’s exercise of such discretion and authority.

ARTICLE VII
CONFIDENTIAL INFORMATION

7.01  Confidential Information.  The Members agree that the Managers from time to time may determine, due to contractual obligations, business concerns, or other considerations, that certain information regarding the business, affairs, properties, and financial condition of the Company should be kept confidential and not provided to some or all other Members, and that it is not just or reasonable for those Members or assignees or representatives thereof to examine or copy that information.  The Members acknowledge that, from time to time, they may receive information from or regarding the Company in the nature of trade secrets or that otherwise is confidential, the release of which may be damaging to the Company or persons with which it does business.  Each Member shall hold in strict confidence any information it receives regarding the Company that is identified as being confidential (and if that information is provided in writing, that is so marked) and may not disclose it to any person other than another Member or a Manager, except for disclosures (i) compelled by law (but the Member must notify the Managers promptly of any request for that information, before disclosing it, if practicable), (ii) to advisers or representatives of the Member or persons to which that Member’s Membership Interest may be transferred as permitted by this Agreement, but only if the recipients have agreed to be bound by the provisions of this paragraph, or (iii) of information that Member also has received from a source independent of the Company that the Member reasonably believes obtained that information without breach of any obligation of confidentiality.

7.02.  Specific Performance.  The Members acknowledge that breach of the provisions of paragraph 7.01 of this Agreement may cause irreparable injury to the Company for which monetary damages are inadequate, difficult to compute, or both.  Accordingly, the Members agree that the provisions of paragraph 7.01 of this Agreement may be enforced by specific performance.

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ARTICLE VIII
MEETING OF MEMBERS

8.01  Meetings.

(a) A quorum shall be present at a meeting of Members if the holders of a Simple Majority are represented at the meeting in person or by proxy.  With respect to any matter, other than a matter for which the affirmative vote of the holders of a specified portion of the Percentage Interests of all Members entitled to vote is required by the TBOC or this Agreement, the affirmative vote of a Simple Majority at a meeting of Members at which a quorum is present shall be the act of the Members, except as provided by another specific provision in this Agreement.

(b) All meetings of the Members shall be held at the principal place of business of the Company or at such other place within or outside the State of Texas as shall be specified or fixed in the notices or waivers of notice thereof; provided that any or all Members may participate in any such meetings by means of conference telephone or similar communications equipment pursuant to paragraph 8.06 of this Agreement.

(c) Notwithstanding the other provisions of the Certificate of Formation or this Agreement, the chairman of the meeting or the holders of a Super Majority shall have the power to adjourn such meeting from time to time, without any notice other than announcement at the meeting of the time and place of the holding of the adjourned meeting.  If such meeting is adjourned by the Members, such time and place shall be determined by a vote of the holders of a Super Majority.  Upon the resumption of such adjourned meeting, any business may be transacted that might have been transacted at the meeting as originally called.

(d) An annual meeting of the Members, for the election of the Managers and for the transaction of such other business as may properly come before the meeting, shall be held at such place, within or outside the State of Texas, on such date and at such time as the Managers shall fix and set forth in the notice of the meeting, which date shall be within thirteen (13) months subsequent to the date of organization of the Company or the last annual meeting of Members, whichever occurred most recently.

(e) Special meetings of the Members for any proper purpose or purposes may be called at any time by the Managers or the holders of at least ten percent (10%) of the Percentage Interests of all Members.  If not otherwise stated in or fixed in accordance with the remaining provisions hereof, the record date for determining Members entitled to call a special meeting is the date any Member first signs the notice of that meeting.  Only business within the purpose or purposes described in the notice (or waiver thereof) required by this Agreement may be conducted at a special meeting of the Members.

(f) Written or printed notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, either personally or by mail, by or at the direction of the Managers or person calling the meeting, to each Member entitled to vote at such meeting.  If mailed, any such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the Member at his address provided for in paragraph 13.02 of this Agreement, with postage thereon prepaid.

(g) The date on which notice of a meeting of Members is mailed or the date on which the resolution of the Managers declaring a distribution is adopted, as the case may be, shall

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be the record date for the determination of the Members entitled to notice of or to vote at such meeting, including any adjournment thereof, or the Members entitled to receive such distribution.

(h) Notice of meetings may be given to Members by facsimile or electronic message (e-mail).

8.02  Voting List.  The Managers shall make, at least ten (10) days before each meeting of Members, a complete list of the Members entitled to vote at such meeting or any adjournment thereof, arranged in alphabetical order, with the address of and the Percentage Interests held by each.  Such list, for a period of ten (10) days prior to such meeting, shall be kept on file at the registered office or principal place of business of the Company and shall be subject to inspection by any Member at any time during usual business hours.  Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any Member during the whole time of the meeting.  The original membership records shall be prima-facie evidence as to who are the Members entitled to examine such list or transfer records or to vote at any meeting of Members.  Failure to comply with the requirements of this paragraph shall not affect the validity of any action taken at the meeting.

8.03  Proxies.  A Member may vote either in person or by proxy executed in writing by the Member.  A telegram, telex, cablegram or similar transmission by the Member, or a photographic, photostatic, facsimile or similar reproduction of a writing executed by the Member shall be treated as an execution in writing for purposes of this paragraph.  Proxies for use at any meeting of Members or in connection with the taking of any action by written consent shall be filed with the Managers, before or at the time of the meeting or execution of the written consent, as the case may be.  All proxies shall be received and taken charge of and all ballots shall be received and canvassed by the Managers, who shall decide all questions touching upon the qualification of voters, the validity of the proxies, and the acceptance or rejection of votes, unless an inspector or inspectors shall have been appointed by the chairman of the meeting, in which event such inspector or inspectors shall decide all such questions.  No proxy shall be valid after eleven (11) months from the date of its execution unless otherwise provided in the proxy.  A proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and the proxy is coupled with an interest.  Should a proxy designate two or more persons to act as proxies, unless that instrument shall provide to the contrary, a majority of such persons present at any meeting at which their powers thereunder are to be exercised shall have and may exercise all the powers of voting or giving consents thereby conferred, or if only one is present, then such powers may be exercised by that one; or, if an even number attend and a majority do not agree on any particular issue, the Company shall not be required to recognize such proxy with respect to such issue if such proxy does not specify how the Percentage Interests that are the subject of such proxy are to be voted with respect to such issue.

8.04  Conduct of Meetings.  All meetings of the Members shall be presided over by the chairman of the meeting, who shall be a Manager (or representative thereof) designated by a majority of the Managers.  The chairman of any meeting of Members shall determine the order of business and the procedure at the meeting, including the regulation of the manner of voting and the conduct of discussion.

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8.05  Action by Unanimous Written Consent Without Meeting.

(a) Any action required or permitted to be taken at any annual or special meeting of Members may be taken without a meeting, without prior notice, and without a vote, by unanimous written consent of the Members or committee members, as the case may be, setting forth the action so taken.  No written consent shall be effective to take the action that is the subject to the consent unless, within sixty (60) days after the date of the earliest dated consent delivered to the Company in the manner required by this paragraph, the signed consent or consents are delivered to the Company by delivery to its registered office, its principal place of business, or the Managers.  Delivery shall be by hand or certified or registered mail, return receipt requested.  Delivery to the Company’s principal place of business shall be addressed to the Managers.  Every written consent shall bear the date of signature of each Member who signs the consent, and the consent may be in one or more counterparts.  A telegram, telex, cablegram or similar transmission by a Member, or a photographic, photostatic, facsimile or similar reproduction of a writing signed by a Member, shall be regarded as signed by the Member for purposes of this paragraph.  The signed consent or a signed copy of the consent shall be kept on file at the principal office of the Company.

(b) The record date for determining Members entitled to consent to action in writing without a meeting shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company by delivery to its registered office, its principal place of business, or the Managers.  Delivery shall be by hand or by certified or registered mall, return receipt requested.  Delivery to the Company’s principal place of business shall be addressed to the Managers.

(c) If any action by Members is taken by written consent, any articles or documents filed with the Secretary of State of Texas as a result of the taking of the action shall state, in lieu of any statement required by the TBOC concerning any vote of Members, that written consent has been given in accordance with the provisions of the TBOC and that any written notice required by the TBOC has been given.

8.06  Action by Telephone Conference or Other Remote Communications Technology.  Members may participate in and hold a meeting by means of conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other.  Another suitable electronic communications system may be used including video-conferencing technology or the Internet, but only if each member entitled to participate in the meeting consents to the meeting being held by means of that system and the system provides access to the meeting in a manner or using a method by which each member participating in the meeting can communicate concurrently with each other participant.  Participation in such meeting shall constitute attendance and presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

8.07  Classes of Members; Voting.  At an annual or special meeting called for that purpose, the Members may from time to time establish classes or groups of Members.  One or more of the Members’ groups or classes may have certain expressed relative rights, powers, and

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duties, including voting rights, to be established at the time when the classes or groups are created, with seniority granted to one or more class or group as designated by the Members.

ARTICLE IX
OFFICERS

9.01  Qualification.  The Managers may, from time to time, designate one or more persons to be officers of the Company.  No officer need be a resident of the State of Texas, a Member or a Manager.  Any officers so designated shall have such authority and perform such duties as the Managers may, from time to time, delegate to them.  The Managers may assign titles to particular officers.  Unless the Managers decide otherwise, if the title is one commonly used for officers of a business corporation, the assignment of such title shall constitute the delegation to such officer of the authority and duties that are nominally associated with that office, subject to any specific delegation of authority and duties made to such officer by the Managers pursuant to this paragraph.  Each officer shall hold office until his successor shall be duly designated and qualify for such office, until his death, or until he shall resign or shall have been removed in the manner hereinafter provided.  Any vacancy occurring in any office of the Company (other than Manager) may be filled by the Managers.  Any number of offices may be held by one person.

9.02.  Compensation.  The salaries or other compensation, if any, of the officers and agents of the Company shall be fixed from time to time by the Managers.  However, election or appointment of an officer or agent shall not of itself, nor shall anything in this Agreement, create contract rights.

9.03.  Resignation.  Any officer may resign as such at any time.  Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the Managers.  The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation.

9.04.  Removal.  Any officer may be removed as such, either with or without cause, by the Managers whenever in their judgment the best interests of the Company will be served thereby; provided, however, that such removal shall be without prejudice to the contract rights, if any, of the person so removed.

ARTICLE X
INDEMNIFICATION

10.01  Right to Indemnification.  Subject to the limitations and conditions as provided in this Article, each person who was or is made a party or is threatened to be made a party to or is involved in any Proceeding, or any appeal in such a Proceeding, or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a Member or Manager of the Company or while a Member or Manager of the Company is or was serving at the request of the Company as a Manager, director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise shall be indemnified by the Company to the fullest extent permitted by the TBOC, as the same exist or

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may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including, without limitation, attorney’s fees) actually incurred by such person in connection with such Proceeding, and indemnification under this Article shall continue as to a person who has ceased to serve in the capacity which initially entitled such person to indemnity hereunder.  The rights granted pursuant to this Article shall be deemed contract rights, and no amendments, modification or repeal of this Article shall have the effect of limiting or denying any such rights with respect to actions taken or Proceeding arising prior to any such amendment, modification or repeal.  It is expressly acknowledged that the indemnification provided in this Article could involve indemnification for negligence or under theories of strict liability.

10.02  Advance Payment.  The right to indemnification conferred in this Article shall include the right to be paid or reimbursed by the Company the reasonable expenses incurred by a person of the type entitled to be indemnified under paragraph 10.01 of this Agreement who was, is or is threatened to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the person’s ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such person in advance of the final disposition of a Proceeding, shall be made only upon delivery to the Company of a written affirmation by such person of his or her good faith belief that he has met the standard of conduct necessary for indemnification under this Article and a written undertaking, by or on behalf of such person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified person is not entitled to be indemnified under this Article or otherwise.

10.03  Indemnification of Officers, Employees and Agents.  The Company, by adoption of a resolution of the Managers, may indemnify and advance expenses to an officer, employee or agent of the Company to the same extent and subject to the same conditions under which it may indemnify and advance expenses to Managers under this Article; and, the Company may indemnify and advance expenses to persons who are not or were not Managers, officers, employees, or agents of the Company but who are or were serving at the request of the Company as a Manager, director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against any liability asserted against him and incurred by him in such a capacity or arising out of his status as such a person to the same extent that it may indemnify and advance expenses to Managers under this Article.

10.04  Appearance as a Witness.  Notwithstanding any other provision of this Article, the Company may pay or reimburse expenses incurred by a Member or Manager in connection with his appearance as a witness or other participation in a Proceeding at a time when he is not a named defendant or respondent in the Proceeding.

10.05  Nonexclusivity of flights.  The right to indemnification and the advancement and payment of expenses conferred in this Article shall not be exclusive of any other right which a Member or Manager or other person indemnified pursuant to paragraph 10.03 of this Agreement

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may have or hereafter acquire under any law (common or statutory), provision of the Certificate of Formation or this Agreement, agreement, vote of disinterested Managers or otherwise.

10.06  Insurance.  The Company may purchase and maintain insurance, at its expense, to protect itself and any person who is a Member or was serving as a Manager, officer, employee or agent of the Company or is or was serving at the request of the Company as a Manager, director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against any expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under this Article.

10.07  Member Notification.  To the extent required by law, any indemnification of or advance of expenses to a Member or Manager in accordance with this Article shall be reported in writing to the Members with or before the notice or waiver of notice of the next Members’ meeting or with or before the next submission to Members of a consent to action without a meeting and, in any case, within the twelve month period immediately following the date of the indemnification or advance.

10.08  Savings Clause.  lf this Article or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify and hold harmless each Member or Manager or any other person indemnified pursuant to this Article as to costs, charges, and expenses (including attorney’s fees), judgments, fines and amounts paid in settlement with respect to any action, suit or Proceeding, whether civil, criminal, administrative or investigative to the full extent permitted by any applicable portion of this Article that shall not have been invalidated and to the fullest extent permitted by applicable law.

ARTICLE XI
TAXES

11.01  Tax Returns.  The Managers shall cause to be prepared and filed all necessary federal and state income tax returns for the Company, including making the elections described in paragraph 11.02 of this Agreement.  Each Member shall furnish to the Managers all pertinent information in its possession relating to Company operations that is necessary to enable the Company’s income tax returns to be prepared and filed.

11.02  Tax Elections.  The Company shall make the following elections on the appropriate tax returns:

(a) to adopt the calendar year as the Company’s fiscal year;

(b) to adopt the cash method of accounting for keeping the Company’s books and records;

(c) if a distribution of Company property as described in Section 734 of the Internal Revenue Code occurs or if a transfer of a Membership Interest as described in Section 743 of the Internal Revenue Code occurs, on written request of any Member, to

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elect, pursuant to Section 754 of the Internal Revenue Code, to adjust the basis of Company properties;

(d) to elect to amortize the organizational expenses of the Company and the startup expenditures of the Company under Section 195 of the Internal Revenue Code ratably over a period of sixty (60) months as permitted by Section 709(b) of the Internal Revenue Code; and

(e) any other election the Managers may deem appropriate and in the best interest of the Members.

Neither the Company nor any Manager or Member may make an election for the Company to be excluded from the application of the provisions of subchapter K of chapter 1 subtitle A of the Internal Revenue Code or any similar provisions of applicable state law, and no provision of this Agreement shall be construed to sanction or approve such an election.

11.03  “Tax Matters Partner.”  A majority of the Managers shall designate one Manager that is a Member to be the “tax matters partner” of the Company pursuant to Section 6231(a)(7) of the Internal Revenue Code; or, if there is no Manager that is a Member, the “tax matters partner” shall be a Member that is designated as such by a Simple Majority.  Any Member who is designated “tax matters partner” shall take such action as may be necessary to cause each other Member to become a “notice partner” within the meaning of Section 6223 of the Internal Revenue Code.  Any Member who is designated “tax matters partner” shall inform each other Member of all significant matters that may come to its attention in its capacity as “tax matters partner” by giving notice thereof on or before the fifth Business Day after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant written communications it may receive in that capacity.  Any Member who is designated “tax matters partner” may not take action contemplated by Section 6222 through 6232 of the Internal Revenue Code without the consent of a Simple Majority, but this sentence does not authorize such Manager (or any other Manager) to take any action left to the determination of an individual Member under Sections 6222 through 6232 of the Internal Revenue Code.

ARTICLE XII
BOOKS, RECORDS, REPORTS, AND BANK ACCOUNTS

12.01  Maintenance of Books.  The Company shall keep books and records of accounts and shall keep minutes of the proceedings of its Members, its Managers and each committee of the Managers.  The books of account for the Company shall be maintained on a cash basis in accordance with the terms of this Agreement, except that the Capital Accounts of the Members shall be maintained in accordance with Article IV of this Agreement.  The calendar year shall be the accounting year of the Company.

12.02  Accounts.  The Managers shall establish and maintain one or more separate bank and investment accounts and arrangements for Company funds in the Company name with financial institutions and firms that the Managers determine.  The Managers may not commingle the Company’s funds with the funds of any Member; however, Company funds may be invested

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in a manner the same as or similar to the Managers’ investment of their own funds or investments by their Affiliates.

ARTICLE XIII
TRANSFERS

13.01  Limited Right to Transfer.

(a) No Member or Assignee shall make any Transfer of all or any part of its Membership Interest, whether now owned or hereafter acquired, except (a) with the unanimous consent of the Managers; (b) as provided by Article XIV of this Agreement; (c) as a Defaulting Member as provided by paragraph 15.01(f) of this Agreement; or (d) upon winding up or termination, as provided by paragraph 16.03 of this Agreement.

(b) A Membership Interest may be transferred only to (i) another Member, or (ii) the Company.

(c) Any attempted Transfer by a person of an interest or right, or any part thereof, in or in respect of the Company other than in accordance with this Article shall be, and is hereby declared, null and void ab initio.

13.02  Rights of an Assignee.

(a) Unless and until an Assignee becomes a Substituted Member of the Company as provided in this Agreement, the Assignee shall be entitled only to (i) allocation of income, gain, loss, deduction, credit, or similar items, and to receive distributions to which the assignor is entitled to the extent these items were assigned, and (ii) reasonable information or account of transactions of the Company and to make reasonable inspection of the books and records of the Company.  The Membership Interest of the Assignee shall not be considered in the voting requirements of the Company, and the Assignee shall have no right to participate in the operations or management of the Company.

(b) In the event that the Members make additional contributions to the Company which the Membership Interest is held by Assignee, the Assignor Member and its Assignee shall be jointly and severally liable for the corresponding contribution in connection with the Membership Interest held by Assignee.  If the Assignor Member or Assignee does not make such contribution in accordance with the provisions of this Agreement, then the Assignor Member and Assignee shall be treated as being in Default.  In the event that one or more new Members are admitted into the Company, or one or more existing Members increase their Membership Interest, the Membership Interest of the Assignee may be correspondingly reduced and no consent or other action on the part of such Assignee shall be required.

13.03  Legal Opinion.  For the right of a Member to transfer a Membership Interest or any part thereof or of any Person to be admitted to the Company in connection therewith to exist or be exercised, the Company must receive an opinion from legal counsel acceptable to the Managers that states (a) the Transfer is exempt from registration under federal and state securities laws, (b) the Transfer will not cause the Company to be in violation of federal and state securities

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laws, (c) the Transfer will not adversely affect the status of the Company as a partnership under the Internal Revenue Code or Treasury Regulations, and (d) the Transfer will not result in the Company’s being considered to have terminated within the meaning of the Internal Revenue Code or Treasury Regulations.  The Managers, however, may waive the requirements of this paragraph.

13.04  Admission as Substituted Member.  An Assignee has the right to be admitted to the Company as a Substituted Member with the Percentage Interest and the Capital Commitment so transferred to such person, in the event that:

(a) the Member making such Transfer grants the Assignee the right to be so admitted;

(b) such Transfer is consented to in accordance with paragraph 13.01 of this Agreement; and

(c) a written, signed and dated instrument evidencing the Transfer has been filed with the Company in form and substance reasonably satisfactory to the Managers, and said instrument contains (i) the agreement by the Assignee to be bound by all of the terms and provisions of this Agreement, (ii) any necessary or advisable representations and warranties, including that the Transfer was made in accordance with all applicable laws, regulations, and securities laws, (iii) the Percentage Interests and the Capital Commitments after the Transfer of the Member effecting the Transfer and the person to which the Membership Interest of part thereof is transferred (which together must total the Percentage Interest and the Capital Commitment of the Member effecting the Transfer before the Transfer) and (iv) the name, address and any other pertinent information necessary for amended Exhibit A and to make distributions.

13.05  Transfer to Existing Member.  In the event of a Transfer to an existing Member, the existing Member shall be automatically deemed to be a Substituted Member.

13.06  Third Party Offer.  In the event a Member desires to sell all or any portion of its Membership Interest to another person (other than an existing Member), the selling Member shall first offer to sell the Membership Interest to the other existing Members.  Upon the receipt of an offer from a Third Party to purchase such Membership Interest, the selling Member shall promptly deliver a copy of the Third Party offer to all other Members.  Each Member will have fifteen (15) days from the date of receipt of the Third Party offer to notify the selling Member in writing that the other Member intends to purchase the Membership Interest upon the terms and conditions of the Third Party offer.  lf more than one other Member desires to purchase the Membership Interest, each of the purchasing Members shall purchase a portion of the Membership Interest that is proportional to that Member’s Percentage Interest.  If none of the other Members give notification within fifteen (15) days of an intention to purchase the Membership Interest, then the selling Member shall be permitted to sell the Membership Interest to the Third Party upon the terms and conditions of the Third Party offer.

13.07  Reasonable Expenses.  The Member effecting a Transfer and the Substituted Member shall pay, or reimburse the Company for, all costs incurred by the Company in

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connection with the admission of the Substituted Member (including, without limitation, the legal fees incurred in connection with the legal opinions referred to in paragraph 13.03 of this Agreement) on or before the tenth (10th) day after the receipt by that person of the Company’s invoice for the amount due.  If payment is not made by the date due, the person owing the amount shall pay interest on the unpaid amount from the date due until paid at a rate per annum equal to the Default Interest Rate.

ARTICLE XIV
BUYOUT OF MEMBERSHIP INTEREST

14.01  Termination of Marital Relationship.

(a) If the marital relationship of a Member is terminated by death or divorce and such Member does not succeed to all of such Member’s spouse’s community or separate interest, if any, in the Membership Interest (such spouse is referred to hereafter in this Article as the “Assignee Spouse”), either as outright owner of such Membership Interest or as a trustee of a trust holding such Membership Interest, whether or not such Member is a beneficiary of such trust, then such Member shall have the option to purchase at Fair Value (determined as of the date of the death or divorce of the Member) the Assignee Spouse’s interest in the Membership Interest to which such Member does not succeed.  Such option must be exercised within ninety (90) days after the death of or the Member’s divorce from the Assignee Spouse.  Should the Member fail to exercise such option within such 90-day period, then the Company shall have the option to purchase such Membership Interest at Fair Value for a period of ninety (90) after the lapse of the initial 90-day period.

(b) Any Membership Interest of the Company held by a Member as a trustee of a trust as a result of the death of or the Member’s divorce from the Assignee Spouse shall be treated as owned by such Member for purposes of this agreement.  If such Member ceases to act as trustee of such trust for any reason, then such Member shall have the option to purchase all of the Membership Interest at Fair Value held in such trust.  Such option must be exercised within ninety (90) days after such Member ceases to act as trustee of such trust.  Should such Member fail to exercise such option within such 90-day period, then the Company shall have the option to purchase such Membership Interest for a period of ninety (90) days after the lapse of the initial 90-day period.

14.02  Death of Member.  Commencing upon the death of a Member, the surviving Members shall, for a period of ninety (90) days, have the option to purchase all or any portion of the deceased Member’s Membership Interest at Fair Value (determined as of the date of the death of the Member); provided, however, the exercise of said option shall require the unanimous consent of the Managers.  Upon the expiration of ninety (90) days after the death of a Member, the Company shall be obligated to purchase all, and not less than all, of the deceased Member’s Membership Interest at Fair Value which the surviving Members do not elect to purchase pursuant to the option granted in the preceding sentence.  The spouse and executors or administrators of the deceased Member shall sell all of the deceased Member’s Membership Interest to the Company and/or the other Members in accordance with the option or obligation established by this section.

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14.03  Bankruptcy of Member.  If any Member becomes a Bankrupt Member, the Company shall have the option, exercisable by notice from the Managers to the Bankrupt Member (or its representative) at any time prior to the one hundred eightieth (180th) day after receipt of notice of the occurrence of the event causing it to become a Bankrupt Member, to purchase all or any portion of the Bankrupt Member’s Membership Interest at Fair Value (determined as of the date that notice of the exercise of such option is given by the Managers); provided, however, the exercise of said option shall require the unanimous consent of the Managers.  In the event that notice of the exercise of such option is given by the Managers to the Bankrupt Member (or its representative), the Bankrupt Member shall sell its interest to the Company as provided by this Article.

14.04  Insufficient Surplus.  If the Company shall not have sufficient surplus to permit it lawfully to purchase the Membership Interest under paragraph 14.01, 14.02, or 14.03 of this Agreement at the time of the closing, the other Members may take such action to vote their respective Membership Interests to reduce the capital of the Company or to take such other steps as may be appropriate or necessary in order to enable the Company lawfully to purchase such Membership Interest.

14.05  Option by Other Members.  If the Company fails or declines to exercise an option to purchase a Membership Interest of a Member as provided by this Agreement within the period of time specified for such option, then the other Members shall have the option for a period of ninety (90) days thereafter to purchase such Membership Interest in such proportions as they mutually agree or in proportion to their respective Percentage Interests for the same price and upon the same terms available to the Company.

14.06  Exercise of Option.  Any option to purchase a Membership Interest as provided by this Agreement shall be deemed exercised at the time the purchasing party delivers to the selling party written notice of intent to exercise such option along with an initial payment in the form of a certified or cashier’s check in the amount of ten percent (10%) of the estimated purchase price anticipated by the purchaser, in person or by United States registered mail, properly stamped and addressed to the last known address of the selling party.

14.07  Determination of Fair Value.  The “Fair Value” of a Membership Interest shall be the amount that would be distributable to the Member holding such interest in the event that the assets of the Company were sold for cash and the proceeds, net of liabilities, were distributed to the holders of all Membership Interests pursuant to this Agreement.  In the event that the Fair Value of a Membership Interest is to be determined under this Agreement, the Managers shall select a qualified independent appraiser to make such determination, and the Managers shall make the books and records available to the appraiser for such purpose.  The determination of Fair Value made by such appraiser shall be final, conclusive, and binding on the Company, all Members, and all Assignees of a Membership Interest.

14.08  Fees and Expenses of Appraiser.  In the case of a purchase and sale of Membership Interest under paragraph 14.01 or 14.02 of this Agreement (in the event of death or divorce of a Member), the fees and expenses of such appraiser shall be paid by the Company.  In the case of a purchase and sale of Membership Interest under paragraph 14.03 or 15.01 (in the event of the bankruptcy or default of a Member or successor), the fees and expenses of such

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appraiser shall be paid by the Disqualified Member or Successor, Bankrupt Member, or Defaulting Member, by deducting at closing such fees and expenses from the purchase price to be paid to such Bankrupt Member or Defaulting Member, and remitting the same to the Company.  Otherwise, the fees and expenses of such appraiser shall be shared equally by the purchaser and seller.

14.09 Right to Withdraw Option.  In the event that a Member has exercised an election to purchase a Membership Interest under this Agreement and Fair Value has been determined as provided by paragraph 14.07 of this Agreement, such Member may elect to terminate its right to purchase within fifteen (15) days following its receipt of the determination of Fair Value, by delivery of written notice to the Company and to the Assignee.  In such an event, the initial payment shall be returned to the Member withdrawing the option, and the other Members may elect to purchase the Membership Interest (or portion thereof) in such proportions as they mutually agree or in proportion to their respective Percentage Interests.

14.10  Terms of Purchase.

(a) The closing date for any sale and purchase made pursuant to this Article shall be the later of (i) thirty (30) days after the notice of the exercise of option or notice of purchase has been received by the selling party, or (ii) thirty (30) days after the parties have received notice of the Fair Value of the Membership Interest.

(b) Payment of the purchase price for a Membership Interest may be made by the Company and/or the other Members as follows: (i) a down payment equal to ten percent (10%) of the Fair Value to be made at closing, and (ii) the balance of the purchase price, bearing interest at the General Interest Rate determined on the date of closing, to be paid in twenty-four (24) equal monthly installments, with the first payment due thirty (30) days after the date of closing.  Any such purchaser shall have the right to pay all or any part of such obligation at anytime or times in advance of maturity without penalty.  In the event that the Company becomes a party to a Fundamental Business Transaction, such obligation (or remaining portion thereof) shall be paid in full within thirty (30) days of the date that the Company becomes a party to such transaction.

(c) At the closing, the person selling the Membership Interest will transfer the Membership Interest free and clear of any liens or encumbrances, other than those which may have been created to secure any indebtedness or obligations of the Company.

(d) In each event that a Membership Interest in the Company is purchased as described in this Agreement, upon the execution and delivery of the notes or payment of the cash as required herein, this Agreement shall operate as an automatic transfer to the purchaser of the Membership Interest in the Company.  The payment to be made to the selling Member, Assignee, or its representative shall constitute complete release, liquidation and satisfaction of all the rights and interest of the selling Member, Assignee, or its representative (and of all persons claiming by, through, or under the selling Member, Assignee, or its representative) in and in respect of the Company, including, without limitation, any Membership Interest, any rights in specific Company property, and any rights against the Company and (insofar as the affairs of the Company are concerned) against the Members.  The parties shall perform such actions and

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execute such document that may be reasonably necessary to effectuate and evidence such purchase and sale, and release as provided by this paragraph.

ARTICLE XV
DEFAULT OF A MEMBER

15.01  Failure to Contribute.  If a Member does not contribute by the time required all or any portion of a Capital Contribution that Member is required to make as provided in this Agreement, the Company may exercise, on notice to that Member (the “Defaulting Member”), one or more of the following remedies:

(a) taking such action (including, without limitation, court proceedings) as the Managers may deem appropriate to obtain payment by the Defaulting Member of the portion of the Defaulting Member’s Capital Contribution that is in default, together with interest thereon at the Default Interest Rate from the date that the Capital Contribution was due until the date that it is made, all at the cost and expense of the Defaulting Member;

(b) permitting the other Members in proportion to their Percentage Interest or in such other percentages as they may agree (the “Lending Member,” whether one or more), to advance the portion of the Defaulting Member’s Capital Contribution that is in default, with the following results:

(i) the sum advanced constitutes a loan from the Lending Member to the Defaulting Member and a Capital Contribution of that sum to the Company by the Defaulting Member pursuant to the applicable provisions of this Agreement,

(ii) the principal balance of the loan and all accrued unpaid interest thereon is due and payable in whole on the tenth (10th) day after written demand therefor by the Lending Member to the Defaulting Member,

(iii) the amount lent bears interest at the Default Interest Rate from the day that the advance is deemed made until the date that the loan, together with all interest accrued on it, is repaid to the Lending Member,

(iv) all distributions from the Company that otherwise would be made to the Defaulting Member (whether before or after termination of the Company) instead shall be paid to the Lending Member until the loan and all interest accrued on it have been paid in full to the Lending Member (with payments being applied first to accrued and unpaid interest and then to principal),

(v) the payment of the loan and interest accrued on it is secured by a security interest in the Defaulting Member’s Membership Interest, as more fully set forth in paragraph 15.02 of this Agreement, and

(vi) the Lending Member has the right, in addition to the other rights and remedies granted to it pursuant to this Agreement or available to it at law or in equity, to take any action (including, without limitation, court proceedings) that

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the Lending Member may deem appropriate to obtain payment by the Defaulting Member of the loan and all accrued and unpaid interest on it, at the cost and expense of the Defaulting Member,

(c) exercising the rights of a secured party under the Uniform Commercial Code of the State of Texas;

(d) reducing the Defaulting Member’s Membership Interest or other interest in the Company;

(e) subordination of the Defaulting Member’s Membership Interest to the nondefaulting Member;

(f) a forced sale of the Defaulting Member’s Membership Interest at Fair Value and upon the terms of purchase as provided in Article XIV;

(g) forfeiture of the Defaulting Member’s Membership Interest; or

(h) exercising any other rights and remedies available at law or in equity.

15.02  Security.  Each Member grants to the Company, and to each Lending Member with respect to any loans made by the Lending Member to that Member as a Defaulting Member under this Article, as security, equally and ratably, for the payment of all Capital Contributions that Member has agreed to make and the payment of all loans and interest accrued on them made by Lending Members to that Member as a Defaulting Member pursuant to paragraph 15.01(b) of this Agreement, a security interest in, and a general lien on its Membership Interest and the proceeds thereof, all under the Uniform Commercial Code of the State of Texas.  It is expressly agreed that the security interest created thereby shall be governed by Chapter 8 of the Uniform Commercial Code of the State of Texas.  On any default in the payment of a Capital Contribution or in the payment of such a loan or interest accrued on it, the Company or the Lending Member, as applicable, is entitled to all the rights and remedies of a secured party under the Uniform Commercial Code of the State of Texas with respect to the security interest granted in this Article.  Each Member shall execute and deliver to the Company and the other Members all financing statements and other instruments that the Managers or the Lending Member, as applicable, may request to effectuate and carry out the preceding provisions of this Article.  At the option of the Managers or a Lending Member, this Agreement or a carbon, photographic, or other copy hereof may serve as a financing statement.

15.03  Compromise or Release.  The obligation of a Defaulting Member or its legal representative or successor to make a contribution or otherwise pay cash or transfer property or to return cash or property paid or distributed to the Defaulting Member in violation of the TBOC or this Agreement may be compromised or released only with the approval of the unanimous consent of the Managers.  Notwithstanding the compromise or release, a creditor of the Company who extends credit or otherwise acts in reasonable reliance on that obligation, after the Member signs a writing that reflects the obligation and before the writing is amended or canceled to reflect the compromise or release, may enforce the original obligation.

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15.04  Expulsion.  A Member may be expelled from the Company by unanimous vote of all other Members (not including the Member to be expelled) if that Member (a) has willfully violated any provision of this Agreement, (b) committed fraud, theft, or gross negligence against the Company or one or more Members of the Company, or (c) engaged in wrongful conduct that adversely and materially affects the business or operation of the Company.  Such a Member shall be considered a Defaulting Member, and the Company or other Members may also exercise any one or more of the remedies provided for in Article 15.01.  The Company may offset any damages to the Company or its Members occasioned by the misconduct of the expelled Member against any amounts distributable or otherwise payable by the Company to the expelled Member.

ARTICLE XVI
WINDING UP AND TERMINATION

16.01  Event Requiring Termination.  The Company shall begin to wind up its affairs upon the first of the following to occur:

(a) the execution of an instrument approving the termination of the Company by unanimous consent of the Managers;

(b) the occurrence of any event that terminates the continued membership of the last remaining Member of the Company; provided, however, that the Company is not dissolved if, no later than ninety (90) days after the termination of the membership of the last remaining Member, the legal representative or successor of the last remaining Member, or the legal representative or successor’s designee, agrees to continue the Company and to become a Member as of the date of termination of the membership of the last remaining Member;

(c) entry of a decree of judicial dissolution of the Company;

(d) the occurrence of a nonwaivable event under the terms of the TBOC which requires the Company to be terminated; or

(e) by the act of a majority of the Managers, if no capital has been paid into the Company, and the Company has not otherwise commenced business.

16.02  Business May Be Continued.  Except as provided in paragraph 16.01(b) of this Agreement, any event that terminates the continued membership of a Member in the Company, shall not terminate the Company if at least a Simple Majority of the remaining Members agree to continue the business of the Company, within ninety (90) days after the date of termination.  If ninety (90) days have expired, the Members must amend the Certificate of Formation during the three (3) year period following the event of termination, to exclude the event of termination, as applicable,

16.03  Purchase of Former Member’s Membership Interest.  Upon an event requiring winding up as provided in 16.01 of this Agreement, the Company’s books shall be closed upon the date of such event, so as to determine the Former Member’s Membership Interest value on the date ending all of the Former Member’s financial interest in the Company.  Within one hundred

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eighty (180) days of such event, the Company shall purchase the Former Member’s Membership Interest at Fair Value (as determined by paragraph 14.07 of this Agreement), upon terms of purchase as provided in Article XIV of this Agreement

16.04  Liquidation.  As soon as possible following an event requiring termination of the Company, the Managers shall act as liquidator or may appoint one or more Managers or Members as liquidator.  The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the TBOC.  The costs of liquidation shall be borne as a Company expense.  Until final distribution, the liquidator shall continue to operate the Company properties with all of the power and authority of the Managers.  The steps to be accomplished by the liquidator are as follows:

(a) as promptly as possible after such event and again after final liquidation, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities, and operations through the last day of the calendar month in which the termination occurs or the final liquidation is completed, as applicable;

(b) the liquidator shall cause the notice described in Section 11.052 of the TBOC to be delivered to each known claimant against the Company;

(c) the liquidator shall pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation and any advances described in paragraph 4.04 of this Agreement) or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine); and

(d) all remaining assets of the Company shall be distributed to the Members as follows:

(i) the liquidator may sell any or all Company property, including to Members, and any resulting gain or loss from each sale shall be computed and allocated to the Capital Accounts of the Members;

(ii) with respect to all Company property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and

(iii) Company property shall be distributed among the Members in accordance with the positive Capital Account balances of the Members, as determined after taking into account all Capital Account adjustments for the

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taxable year of the Company during which the liquidation of the company occurs (other than those made by reason of this clause (iii)); and those distributions shall be made by the end of the taxable year of the Company during which the liquidation of the Company occurs (or, if later, ninety (90) days after the date of liquidation).

All distributions in kind to the Members shall be made subject to the Liability of each distributee for costs, expenses, and liabilities theretofore incurred or for which the Company has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee pursuant to this paragraph.  Upon completion of all distributions to the Member, such distribution shall constitute a complete return to the Member of its Capital Contributions and release all claims against the Company.  To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.

16.05  Deficit Capital Accounts.  Notwithstanding anything to the contrary contained in this Agreement, and notwithstanding any custom or rule of law to the contrary, to the extent that the deficit, if any, in the Capital Account of any Member results from or is attributable to deductions and losses of the Company (including non-cash items such as depreciation), or distributions of money pursuant to this Agreement to all Members in proportion to their respective Percentage Interests, upon termination of the Company such deficit shall not be an asset of the Company and such Members shall not be obligated to contribute such amount to the Company to bring the balance of such Member’s Capital Account to zero.

16.06  Certificate of Termination.  On completion of the distribution of Company assets as provided herein, the Company is terminated, and the Managers (or such other person or persons as the TBOC may require or permit) shall execute, acknowledge and cause to be filed a Certificate of Termination, at which time the Company shall cease to exist as a limited liability company.

ARTICLE XVII
AMENDMENT OR MODIFICATION

17.01  Amendment or Modification.  This Agreement may be amended or modified from time to time only with a written instrument executed (a) with the unanimous consent of the Managers or (b) by a Super Majority of the Members.

17.02  Special Provisions for Certain Amendments or Modifications.

(a) An amendment or modification reducing a Member’s Percentage Interest or increasing its Capital Commitment (other than to reflect changes otherwise provided by this Agreement) is effective only with that Member’s consent.

(b) An amendment or modification reducing the required Percentage Interest or other measure for any consent or vote in this Agreement is effective only with the consent or vote of Members having the Percentage Interest or other measure theretofore required.

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(c) An amendment to establish the relative rights and preferences of the Membership Interests of any class or series may be made by a committee of Managers, within the authority of Managers or otherwise provided in the Certificate of Formation, the TBOC, or resolutions by Members forming the committee.

(d) An amendment or modification made solely to reflect the admission or withdrawal of a Member (such as to Exhibit A) need not be approved by any Member if the requirements set forth in this Agreement, with respect to the admission or withdrawal of the Member, are otherwise satisfied.

ARTICLE XVIII
GENERAL PROVISIONS

18.01  Construction.  Whenever the context requires, the gender of all words used in this Agreement included the masculine, feminine, and neuter.  In the event there is only one Member, then references to Members in the plural should be construed as singular, likewise, in the event there is only one Manager, then references to Members in the plural should also be construed as singular.

18.02  Offset.  Whenever the Company is to pay any sum to any Member, any amounts that Member owes the Company may be deducted from that sum before payment.

18.03  Notices. Except as expressly set forth to the contrary in this Agreement, all notices, requests, or consents provided for or permitted to be given under this Agreement must be in writing and must be given either by depositing that writing in the United States mail, addressed to the recipient, postage paid, and registered or certified with return receipt requested or by delivering that writing to the recipient in person, by courier, or by facsimile transmission; and a notice, request, or consent given under this Agreement is effective on receipt by the person.  All notices, requests, and consents to be sent to a Member must be sent to or made at the addresses given for that Member on Exhibit A or such other address as that Member may specify by notice to the other Members.  Any notice, request, or consent to the Company or the Managers must be given to the Managers at the following address:

Harold Bolnick, M.D.
404 N. Green Street
P.O. Drawer 2072
Longview, Texas 75606

Whenever any notice is required to be given by law, the Certificate of Formation or this Agreement; a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

18.04  Entire Agreement; Supersedes Other Agreements.  This Agreement includes the entire agreement of the Members and their Affiliates relating to the Company and supersedes all prior contracts or agreements with respect to the Company, whether oral or written.

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18.05  Effect of Waiver or Consent.  A waiver or consent, express or implied, to or of any breach or default by any person in the performance by that person of its obligations with respect to the Company is not a consent or waiver to or of any other breach or default in the performance by that person of the same or any other obligations of that person with respect to the Company.  Failure on the part of a person to complain of any act of any person or to declare any person in default with respect to the Company, irrespective of how long that failure continues, does not constitute a waiver by that person of its rights with respect to that default until the applicable statute-of-limitations period has run.

18.06  Binding Effect.  Subject to the restrictions on Transfers set forth in this Agreement, this Agreement is binding on and inure to the benefit of the Members and their respective heirs, legal representatives, successors, and assigns.  However, unless and until properly admitted as a Member, no Assignee will have any rights of a Member beyond those provided expressly set forth in this Agreement or granted by the TBOC to assignees.

18.07  Governing Law.  THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF TEXAS, EXCLUDING ANY CONFLICT-OF-LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION.

18.08  Severability.  If any provision of this Agreement or the application thereof to any person or circumstance is held invalid or unenforceable to any extent, the remainder of this Agreement and the application of that provision to other persons or circumstances is not affected thereby and that provision shall be enforced to the greatest extent permitted by law.

18.09  Further Assurances.  In connection with this Agreement and the transactions contemplated hereby, each Member shall execute and deliver any additional documents and instruments and perform any additional acts that may be necessary or appropriate to effectuate and perform the provisions of this Agreement and those transactions.

18.10  Waiver of Certain Rights.  Each Member irrevocably waives any right it may have to maintain any action for dissolution of the Company or for partition of the property of the Company.

18.11  Indemnification.  To the fullest extent permitted by law, each Member shall indemnify the Company, each Manager and each other Member and hold them harmless from and against all losses, costs, liabilities, damages, and expenses (including, without limitation, costs of suit and attorney’s fees) they may incur on account of any breach by that Member of this Agreement.

18.12  Counterparts.  This Agreement maybe executed in any number of counterparts with the same effect as if all signing parties had signed the same instrument.

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ARTICLE XIX
NOTICES AND DISCLOSURES

19.01  Compliance with Regulation D of the Securities Act of 1933.  THE OWNERSHIP INTERESTS THAT ARE THE SUBJECT OF THIS COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS.  THE INTERESTS MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, TRANSFERRED, OR OTHERWISE DISPOSED OF UNTIL THE HOLDER THEREOF PROVIDES EVIDENCE SATISFACTORY TO THE MANAGERS (MUCH, IN THE DISCRETION OF THE MANAGERS, MAY INCLUDE AN OPINION OF COUNSEL) THAT SUCH OFFER, SALE, PLEDGE, TRANSFER, OR OTHER DISPOSITION WILL NOT VIOLATE APPLICABLE FEDERAL OR STATE SECURITIES LAWS.  THE OWNERSHIP INTERESTS THAT ARE THE SUBJECT OF THIS COMPANY AGREEMENT ARE SUBJECT TO RESTRICTIONS ON THE SALE, PLEDGE, TRANSFER, OR OTHER DISPOSITION AS SET FORTH IN THIS COMPANY AGREEMENT.

19.02  Notice to Members.  By executing this Agreement, each Member acknowledges that it has actual notice of all of the provisions of this Agreement, including, without limitation, the restrictions on the transfer of Membership Interests set forth in this Agreement, and all of the provisions of the Certificate of Formation.  Except as otherwise expressly provided by law, each Member hereby agrees that this Agreement constitutes adequate notice of any notice requirement under Chapter 8 of the Uniform Commercial Code, and each Member hereby waives any requirement that any further notice thereunder be given.

19.03  Limitation of Liability.  Pursuant to Article 581et seq. of the Texas Revised Civil Statutes (the “Texas Securities Act”), the liability under the Texas Securities Act of a lawyer, accountant, consultant, the firm of any of the foregoing, and any other person engaged to provide services relating to an offering of securities of the Company (“Service Providers”) is limited to a maximum of three times the fee paid by the Company or seller of the Company’s securities, unless the trier of fact finds that such Service Provider engaged in intentional wrongdoing in providing the services.  By executing this Agreement each Member hereby acknowledges the disclosure contained in this paragraph,

IN WITNESS HEREOF, the Managers have adopted this Company Agreement and the Members have executed this Company Agreement, as of the Effective Date.

MANAGER:
/s/
Harold Bolnick, M.D.
Date signed:	2-15-2008

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MEMBER:
/s/
Harold Bolnick, M.D.
Date signed:	2-15-2008

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Exhibit A
MEMBERS OF COMPANY MANAGEMENT, LLC

Member’s Name and Address	Initial Capital Contribution		Capital Commitment		Percentage Interest
Harold Bolnick, M.D.
404 N. Green Street
Longview, Texas 75601	$	1,000.00	$	1,000.00	100	%

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EX-3.87

Exhibit 3.87

CERTIFICATE OF AMENDMENT

OF

ARTICLES OF INCORPORATION

PREM N. REDDY, M.D. certifies that:

1.He is the President and the Secretary of Valley Medical Transport, Inc., a California Corporation.

2.Article I of the Articles of Incorporation of the Company is amended to read as follows:

“The name of this corporation is Desert Valley Medical Transport, Inc.”

3.The foregoing amendment of Articles of Incorporation has been duly approved by the board of directors.

4.The foregoing amendment of Articles of Incorporation has been duly approved by the required vote of shareholders in accordance with Section 902 of the Corporations Code. The total number of outstanding shares of the corporation is ten. The number of shares voting in favor of the amendment equaled or exceeded the vote required. The percentage vote required was more than 50%.

I further declare under the penalty of perjury under the laws of the State of California that the maters set forth in this certificate are true and correct of my own knowledge.

Dated:  May 9, 1997

/s/ Prem N. Reddy, M.D.

PREM N. REDDY, M.D.

President and Secretary

ARTICLES OF INCORPORATION

OF

VALLEY MEDICAL TRANSPORT, INC.

I

The Name of the corporation is VALLEY MEDICAL TRANSPORT, INC.

II

The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

III

The name and address in the State of California of this corporation’s initial agent for service of process is:

Tom West

Victor Valley Community Hospital

15248 Eleventh Street

Victorville, CA 92392

IV

This corporation is authorized to issue only one class of shares of stock; and the total number of shares which this corporation is authorized to issue is 100.

Dated: 5/4/83

/s/ Tom West

Tom West

I hereby declare that I am the person who executed the foregoing Articles of Incorporation, which execution is my act and deed.

/s/ Tom West

Tom West

EX-3.88

Exhibit 3.88

DESERT VALLEY MEDICAL TRANSPORT, INC.

AMENDED AND RESTATED

BYLAWS

* * * * *

ARTICLE I

OFFICES

Section 1. The principal executive office shall be located in Victorville, California.

Section 2. The corporation may also have offices at such other places both within and without the State of California as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

ANNUAL MEETINGS OF SHAREHOLDERS

Section 1. All meetings of shareholders for the election of directors shall be held in Victorville, California, at such place as may be fixed from time to time by the board of directors, or at such other place either within or without the State of California as shall be designated from time to time by the board of directors and stated in the notice of the meeting. Meetings of shareholders for any other purpose may be held at such time and place, within or without the State of California, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. If no other place is stated or fixed, shareholders’ meetings shall be held at the principal executive office of the corporation.

Section 2. Annual meetings of shareholders, commencing with the year 1999, shall be held on April 1, if not a legal holiday, and if a legal holiday, then on the next secular day following at 10:00 a.m., or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a board of directors and transact such other business as may properly be brought before the meeting.

Section 3. Written or printed notice of the annual meeting stating the place, day and hour of the meeting shall be given to each shareholder entitled to vote thereat not less than 10 (or, if sent by third-class mail, 30) nor more than 60 days before the date of the meeting. Notice may be sent by third-class mail only if the outstanding shares of the corporation are held of

record by 500 or more persons (determined as provided in section 605 of the California General Corporation Law) on the record date for the shareholders’ meeting.

ARTICLE III

SPECIAL MEETINGS OF SHAREHOLDERS

Section 1. Special meetings of shareholders for any purpose other than the election of directors may be held at such time and place within or without the State of California as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof

Section 2. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute or by the articles of incorporation, may be called by the president, the board of directors, or the holders of not less than 10 percent of all the shares entitled to vote at the meeting and if the corporation has a chairman of the board of directors, special meetings of the shareholders may be called by the chairman.

Section 3. Written or printed notice of a special meeting of shareholders, stating the time, place and purpose or purposes thereof, shall be given to each shareholder entitled to vote thereat not less than 10 (or, if sent by third-class mail, 30) nor more than 60 days before the date fixed for the meeting. Notice may be sent by third-class mail only if the outstanding shares of the corporation are held of record by 500 or more persons (determined as provided in section 605 of the California General Corporation Law) on the record date for the shareholders’ meeting.

Section 4. The business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice.

ARTICLE IV

QUORUM AND VOTING OF STOCK

Section 1. The holders of a majority of the shares of stock issued and outstanding and entitled to vote, represented in person or by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by statute or by the articles of incorporation. If, however, such quorum shall not be present or represented at any meeting of the shareholders, the shareholders present in person or represented by proxy shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the original meeting.

Section 2. If a quorum is present, the affirmative vote of a majority of the shares of stock represented and voting at the meeting (which shares voting affirmatively also constitute at least a majority of the required quorum), shall be the act of the shareholders unless the vote of a greater number or voting by classes is required by law or the articles of incorporation.

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Section 3. Each outstanding share of stock, having voting power, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. A shareholder may vote either in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. In all elections for directors, every shareholder entitled to vote shall have the right to vote, in person or by proxy, the number of shares of stock owned by him for as many persons as there are directors to be elected, or, upon satisfaction of the requirements set forth in Section 708(b) of the California General Corporation Law, to cumulate the vote of said shares, and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which the shareholder’s shares are normally entitled, or to distribute the votes on the same principle among as many candidates as he may see fit. Section 708(b) of the California General Corporation Law provides that no shareholder shall be entitled to cumulate votes for any candidate for the office of director unless such candidates’ names have been placed in nomination prior to the voting and at least one shareholder has given notice at the meeting prior to the voting of his intention to cumulate his votes.

Section 4. Unless otherwise provided in the articles, any action, except election of directors, which may be taken at any annual or special meeting of shareholders may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Except to fill a vacancy in the board of directors not filled by the directors, directors may not be elected by written consent except by unanimous written consent of all shares entitled to vote for the election of directors. Any election of a director to fill a vacancy (other than a vacancy created by removal) not filled by the directors requires the written consent of a majority of the shares entitled to vote.

ARTICLE V

DIRECTORS

Section 1. The number of directors shall be one. Directors need not be residents of the State of California nor shareholders of the corporation. The directors, other than the first board of directors, shall be elected at the annual meeting of the shareholders, and each director elected shall serve until the next succeeding annual meeting and until his successor shall have been elected and qualified. The first board of directors shall hold office until the first annual meeting of shareholders.

Section 2. Unless otherwise provided in the articles of incorporation, vacancies, except for a vacancy created by the removal of a director, and newly created directorships resulting from any increase in the number of directors may be filled by a majority of the directors then in office, though less than a quorum, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify. Unless otherwise provided in the articles of incorporation any vacancy created by the removal of a director shall be filled by the shareholders by the vote of a majority of the shares entitled to vote at a meeting at which a quorum is present. Any vacancies, which may be filled by directors and

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are not filled by the directors, may be filled by the shareholders by a majority of the shares entitled to vote at a meeting at which a quorum is present.

Section 3. The business affairs of the corporation shall be managed by its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the articles of incorporation or by these bylaws directed or required to be exercised or done by the shareholders.

Section 4. The directors may keep the books of the corporation, except such as are required by law to be kept within the state, outside of the State of California, at such place or places as they may from time to time determine.

Section 5. The board of directors, by the affirmative vote of a majority of the directors then in office, and irrespective of any personal interest of any of its members, shall have authority to establish reasonable compensation of all directors for services to the corporation as directors, officers or otherwise.

ARTICLE VI

MEETINGS OF THE BOARD OF DIRECTORS

Section 1. Meetings of the board of directors, regular or special, may be held either within or without the State of California.

Section 2. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the shareholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present, or it may convene at such place and time as shall be fixed by the consent in writing of all the directors.

Section 3. Regular meetings of the board of directors may be held upon such notice, or without notice, and at such time and at such place as shall from time to time be determined by the board.

Section 4. Special meetings of the board of directors may be called by the president on four days’ notice to each director, either personally or by mail or by telephone or by facsimile telecommunication; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors unless the board consists of only one director; in which case, special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director.

Section 5. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.

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Section 6. A majority of the directors shall constitute a quorum for the transaction of business unless a greater number is required by law or by the articles of incorporation. The act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by statute or by the articles of incorporation. If a quorum shall not be present at any meeting of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 7. Any action required or permitted to be taken at a meeting of the directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof.

ARTICLE VII

EXECUTIVE COMMITTEE

Section 1. The board of directors, by resolution adopted by a majority of the number of directors fixed by the bylaws or otherwise, may designate two or more directors to constitute an executive committee, which committee, to the extent provided in such resolution, shall have and exercise all of the authority of the board of directors in the management of the corporation, except as otherwise required by law. Vacancies in the membership of the committee shall be filled by the board of directors at a regular or special meeting of the board of directors. The executive committee shall keep regular minutes of its proceedings and report the same to the board when required. The board of directors may designate one or more directors as alternate members of the executive committee. The executive committee shall not have authority: (1) To approve any action which will also require the shareholders’ approval; (2) To fill vacancies on the board or in any committee; (3) To fix the compensation of directors for serving on the board or on any committee; (4) To amend or repeal the bylaws or adopt new bylaws; (5) To amend or repeal any resolution of the board which by its express terms is not so amendable or repealable; (6) To make a distribution to the shareholders except at a rate or in a periodic amount or within a price range determined by the board; or (7) To appoint other committees of the board or the members thereof.

ARTICLE VIII

NOTICES

Section 1. Whenever, under the provisions of the statutes or of the articles of incorporation or of these bylaws, notice is required to be given to any director or shareholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or shareholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by facsimile telecommunication. Notice to any shareholder shall be given at the address furnished by such shareholder for the purpose of receiving notice. If such address is not given

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and if no address appears on the records of the corporation for such shareholder, notice may be given to such shareholder at the place where the principal executive office of the corporation is located or by publication at least once in a newspaper of general circulation in the county in which said principal executive office is located. If a notice of a shareholders’ meeting is sent by mail it shall be sent by first-class mail, or, in case the corporation has outstanding shares held of record by 500 or more persons (determined as provided in Section 605 of the California General Corporation Law) on the record date for the shareholders’ meeting, notice may be by third-class mail.

Section 2. Whenever any notice whatever is required to be given under the provisions of the statutes or under the provisions of the articles of incorporation or these bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE IX

OFFICERS

Section 1. The officers of the corporation, except those elected in accordance with Section 210 of the California General Corporation Law, shall be chosen by the board of directors and shall be a president, a vice-president, a secretary and a chief financial officer. The board of directors may also choose additional vice-presidents, and one or more assistant secretaries and assistant treasurers.

Section 2. The board of directors, at its first meeting after each annual meeting of shareholders, shall choose a president, one or more vice-presidents, a secretary and a chief financial officer, none of whom need be a member of the board.

Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board of directors.

Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

THE PRESIDENT

Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and the board of directors, shall have general and

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active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.

Section 7. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

THE VICE-PRESIDENTS

Section 8. The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the board of directors, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARIES

Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the shareholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it, and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE CHIEF FINANCIAL OFFICER

Section 11. The chief financial officer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

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Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as chief financial officer and of the financial condition of the corporation.

Section 13. If required by the board of directors, he shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

Section 14. The chief financial officer is, for the purpose of executing any documents requiring the signature of the “Treasurer,” deemed to be the treasurer of the corporation.

THE ASSISTANT TREASURERS

Section 15. The assistant treasurers, or, if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall, in the absence or disability of the chief financial officer, perform the duties and exercise the powers of the chief financial officer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE X

CERTIFICATES FOR SHARES

Section 1. Every holder of shares in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president and the chief financial officer or an assistant treasurer, or the secretary or an assistant secretary of the corporation, certifying the number of shares and the class or series of shares owned by him in the corporation. If the shares of the corporation are classified or if any class of shares has two or more series, there shall appear on the certificate either (1) a statement of the rights, preferences, privileges and restrictions granted to or imposed upon each class or series of shares to be issued and upon the holders thereof; or (2) a summary of such rights, preferences, privileges and restrictions with reference to the provisions of the articles and any certificates of determination establishing the same; or (3) a statement setting forth the office or agency of the corporation from which shareholders may obtain, upon request and without charge, a copy of the statement referred to in item (1) heretofore. Every certificate shall have noted thereon any information required to be set forth by the California General Corporation Law and such information shall be set forth in the manner provided by such law.

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Section 2. Any or all of the signatures on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if such person were an officer, transfer agent or registrar at the date of issue.

LOST CERTIFICATES

Section 3. The board of directors may direct a new certificate to be issued in place of any certificate theretofore issued by the corporation alleged to have been lost or destroyed. When authorizing such issue of a new certificate, the board of directors, in its discretion and as a condition precedent to the issuance thereof, may prescribe such terms and conditions as it deems expedient, and may require such indemnities as it deems adequate, to protect the corporation from any claim that may be made against it with respect to any such certificate alleged to have been lost or destroyed.

TRANSFERS OF SHARES

Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto, and the old certificate cancelled and the transaction recorded upon the books of the corporation.

CLOSING OF TRANSFER BOOKS

Section 5. In order that the corporation may determine the shareholders entitled to notice of any meeting or to vote or entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect of any other lawful action, the board may fix, in advance, a record date, which shall not be more than 60 nor less than 10 days prior to the date of such meeting nor more than 60 days prior to any other action.

A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting unless the board fixes a new record date for the adjourned meeting, but the board shall fix a new record date if the meeting is adjourned for more than 45 days from the date set for the original meeting.

REGISTERED SHAREHOLDERS

Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such

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owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of California.

ARTICLE XI

GENERAL PROVISIONS

DIVIDENDS

Section 1. Subject to the provisions of the articles of incorporation relating thereto, if any, dividends may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property or in shares of the capital stock, subject to any provisions of the articles of incorporation and the California General Corporation Law.

Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish, any such reserve in the manner in which it was created.

CHECKS

Section 3. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

FISCAL YEAR

Section 4. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SEAL

Section 5. The corporate seal shall have inscribed thereon the name of the corporation, the date of its incorporation and the words “Corporate Seal, California”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

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ARTICLE XII

AMENDMENTS

Section 1. These bylaws may be altered, amended or repealed or new bylaws may be adopted (a) at any regular or special meeting of shareholders at which a quorum is present or represented, by the affirmative vote of a majority of the stock entitled to vote, provided notice of the proposed alteration, amendment or repeal be contained in the notice of such meeting, or (b) by the affirmative vote of a majority of the board of directors at any regular or special meeting of the board. The board of directors shall not make or alter any bylaw specifying a fixed number of directors or the maximum or minimum number of directors and the directors shall not change a fixed board to a variable board or vice versa in the bylaws. The board of directors shall not change a bylaw, if any, which requires a larger proportion of the vote of directors for approval than is required by the California General Corporation Law.

ARTICLE XIII

DIRECTORS’ ANNUAL REPORT

Section 1. The directors shall cause to be sent to the shareholders not later than 120 days after the close of the fiscal year, an annual report which shall include a balance sheet as of the closing date of the last fiscal year, and an income statement of changes in financial position for said fiscal year. Said annual report shall be accompanied by any report thereon of independent accountants or, if there is no such report, the certificate of an authorized officer of the corporation that such statements were prepared without audit from the books and records of the corporation. This annual report is hereby waived whenever the corporation shall have less than 100 shareholders as defined in Section 605 of the California General Corporation Law. Except when said waiver applies, the annual report shall be sent to the shareholder at least 15 (or if sent by third-class mail, 35) days prior to the date of the annual meeting. The annual report may be sent by third-class mail only if the corporation has outstanding shares held by 500 or more persons (as determined by the provisions of Section 605 of the California General Corporation Law) on the record date for the shareholders’ meeting. In addition to the financial statements included in the annual report, the annual report of the corporation, if it has more than 100 shareholders as defined in Section 605 of the California General Corporation Law and if it is not subject to the reporting requirements of Section 13 of the Securities and Exchange Act of 1934, or exempt from such registration by Section 12(g)(2) of said act, shall also describe briefly: (1) Any transaction (excluding compensation of officers and directors) during the previous fiscal year involving an amount in excess of forty thousand dollars ($40,000) (other than contracts let at competitive bids or services rendered at prices regulated by law) to which the corporation or its parent or subsidiary was a party and in which any director or officer of the corporation or of a subsidiary or (if known to the corporation or its parent or subsidiary) any holder of more than 10 percent of the outstanding voting shares of the corporation had a direct or indirect material interest, naming such person and stating such person’s relationship to the corporation, the nature of such person’s interest in the transaction and, where practicable, the amount of such interest; provided, that in the case of a transaction with a partnership of which such person is a partner, only the interest of the partnership need be stated; and provided further

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that no such report need be made in the case of transactions approved by the shareholders under subdivision (a) of Section 310 of the California General Corporation Law. (2) The amount and circumstances of any indemnification or advances aggregating more than ten thousand dollars ($10,000) paid during the fiscal year to any officer or director of the corporation pursuant to Section 317 of the California General Corporation Law, provided, that no such report need be made in the case of indemnification approved by the shareholders under paragraph (2) of subdivision (e) of Section 317 of the California General Corporation Law.

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EX-3.89

Exhibit 3.89

CERTICATE OF INCORPORATION
OF
EHR MANAGEMENT CO.

ARTICLE I
NAME

The name of the corporation is EHR Management Co. (the “Corporation”).

ARTICLE II
REGISTERED OFFICE AND AGENT

The registered office of the Corporation in the State of Delaware is located at Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle.  The registered agent of the Corporation at such address is The Corporation Trust Company.

ARTICLE III
PURPOSE AND POWERS

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “Delaware General Corporation Law”).  The Corporation shall have all powers that may now or hereafter be lawful for a corporation to exercise under the Delaware General Corporation Law.

ARTICLE IV
CAPITAL STOCK

4.1Authorized Shares

The total number of shares of all classes of stock that the Corporation shall have the authority to issue is one thousand (1,000), all of which shall be Common Stock, par value $0.01 per share (“Common Stock”).

4.2Common Stock

4.2.1Relative Rights

Each share of Common Stock shall have the same relative rights as and be identical in all respects to all other shares of Common Stock.

4.2.2Dividends

Dividends may be paid on Common Stock out of any assets legally available for the payment of dividends thereon, but only when and as declared by the Board of Directors of the Corporation.

4.2.3Dissolution, Liquidation or Winding Up

In the event of any dissolution, liquidation or winding up of the Corporation, whether voluntary or involuntary, the holders of Common Stock shall be entitled to participate in the distribution of any assets of the Corporation remaining after the Corporation shall have paid, or provided for payment of, all debts and liabilities of the Corporation.

4.2.4Voting Rights

The holders of Common Stock shall be entitled to vote on each matter on which the stockholders of the Corporation shall be entitled to vote (including, without limitation, the election of one or more directors), and each such holder shall be entitled to one vote for each share of Common Stock held by such holder.

ARTICLE V
INCORPORATOR

The name and mailing address of the incorporator (the “Incorporator”) are Susan A. Bracker, Alston & Bird LLP, 1201 West Peachtree Street, Atlanta, Georgia 30309-3424.  The powers of the Incorporator shall terminate upon the filing of this Certificate of Incorporation.

ARTICLE VI
BOARD OF DIRECTORS

6.1The number of directors of the Corporation shall be such number as from time to time shall be fixed by, or in the manner provided in, the bylaws of the Corporation.  Unless and except to the extent that the bylaws of the Corporation shall otherwise require, the election of directors of the Corporation need not be by written ballot.  Except as otherwise provided in this Certificate of Incorporation, each director of the Corporation shall be entitled to one vote per director on all matters voted or acted upon by the Board of Directors.

6.2Management of Business and affairs of the Corporation

The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.

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6.3Limitation of Liability

No director of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that this provision shall not eliminate or limit the liability of a director (a) for any breach of the director’s duty of loyalty to the Corporation or its stockholders; (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (c) under Section 174 of the Delaware General Corporations Law; or (d) for any transaction from which the director derived an improper personal benefit.  If the Delaware General Corporation Law hereafter is amended to authorize the further elimination or limitation of the liability of directors, then the liability provided herein, shall be limited to the fullest extent permitted by the amended Delaware General Corporation Law.  Any repeal or modification of this Article 6.3 shall be prospective only and shall not adversely affect any right or protection of, or any limitation on the liability of, a director of the Corporation existing at, or arising out of the facts or incidents occurring prior to, the effective date of such repeal or modification.  For purposes of this Article 6.3, “fiduciary duty as a director” also shall include any fiduciary duty arising out of serving at the Corporation’s request as a director of another corporation, partnership, limited liability company, joint venture or other enterprise, and “liable to the Corporation or its stockholders” also shall include any liability to such other corporation, partnership, limited liability company, joint venture, trust or other enterprise, and any liability to the Corporation in its capacity as a security holder, joint venturer, partner, member, beneficiary, creditor or investor of or in any such other corporation, partnership, limited liability company, joint venture, trust or other enterprise.

ARTICLE VII
AMENDMENT OF LAWS

In furtherance and not in limitation of the powers conferred by the Delaware General Corporation Law, the Board of Directors of the Corporation is expressly authorized and empowered to adopt, amend and repeal the bylaws of the Corporation.

ARTICLE VIII
RESERVATION OF RIGHT TO AMEND CERTIFICATE OF INCORPORATION

The Corporation reserves the right at any time, and from time to time, to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed by law; and all rights, preferences and privileges of any nature conferred upon stockholders, directors, or any other persons by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the rights reserved in this Article 8.

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ARTICLE 9
SEVERABILITY

In the event that any provision of this Certificate of Incorporation (including any provision within a single Article, paragraph or sentence) is held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, the remaining provisions are severable and shall remain enforceable to the full extent permitted by law.

IN WITNESS WHEREOF, the undersigned, being the Incorporator hereinabove named, for the purpose of forming a corporation pursuant to the Delaware General Corporation Law, certifies that the facts hereinabove stated are truly set forth, and accordingly executes this Certificate of Incorporation this 14th day of December, 2005.

/s/ Susan A. Bracker

Susan A. Bracker, Incorporator

CERTICATE OF OWNERSHIP AND MERGER
MERGING
ELECTROLYTE ACQUISITION SUBSIDIARY, INC.
INTO
EHR MANAGEMENT CO.

(Pursuant to Section 253 of the General Corporation Law of Delaware)

December 13, 2006

Electrolyte Acquisition Subsidiary, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies that:

FIRST:The Corporation was organized on the 30th day of October, 2006, pursuant to the laws of the State of Delaware.

SECOND:The Corporation is the sole stockholder of EHR Management Co., a corporation incorporated on the 14th day of December, 2005, pursuant to the laws of the State of Delaware (“Management”).

THIRD:By unanimous written consent of the Board of Directors of the Corporation dated the 13th day of December, 2006, the following resolutions providing for the merger of the Corporation with and into Management, were duly adopted:

NOW, THEREFORE, BE IT RESOLVED, that the Corporation merge itself with and into the Management (the “Merger”), with Management being the surviving corporation (the “Surviving Corporation”) and with the Surviving Corporation assuming all of the obligations and liabilities of the Corporation upon the Effective Time (as defined below);

FURTHER RESOLVED, that the Certificate of Ownership and Merger, with such changes, additions, modifications, and amendments thereto as the officer executing and delivering the same shall deem proper be, and it hereby is, authorized, adopted and approved;

FURTHER RESOLVED, that this resolution be submitted to the sole stockholder of the Corporation for approval by written consent;

FURTHER RESOLVED, that this resolution be, and it hereby is, recommended to the sole stockholder of the Corporation for approval, and in the event the sole stockholder votes in favor of this resolution, that the Merger shall be deemed approved;

FURTHER RESOLVED, that the Merger shall become effective at the time the Certificate of Ownership and Merger is filed with the Delaware Secretary of State (the “Effective Time”);

FURTHER RESOLVED, that each share of common stock, par value $0.01 per share, of Management outstanding immediately prior to the Effective Time shall, at the Effective Time, be automatically canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefore;

FURTHER RESOLVED, that at the Effective Time, each share of common stock, par value $0.001 per share, of the Corporation outstanding immediately prior to the Effective Time shall be automatically converted into and become one share of common stock, par value $0.0001 per share, of the Surviving Corporation and shall thereafter constitute the only outstanding shares of capital stock of the Surviving Corporation;

FURTHER RESOLVED, that an authorized officer of the Corporation be and he or she is hereby directed to execute and deliver the Certificate of Ownership and Merger, with such changes, additions and deletions as to any or all of the terms and provisions thereof as the officer executing and delivering the same shall deem proper, and to cause the same to be filed with the Delaware Secretary of State and further to do all acts and things whatsoever, to incur such expenses and to execute and deliver any documents, whether within or without the State of Delaware, which may be necessary or proper to effect the Merger;

FURTHER RESOLVED, that at the Effective Time, the certificate of incorporation of the Surviving Corporation shall be as set forth in Exhibit A attached hereto; and

FURTHER RESOLVED, that all agreements, instruments, documents and certificates executed and delivered and all other actions taken by any of the officers of the Corporation in connection with any of the foregoing matters prior to the date hereof be, and they hereby are, approved, adopted, authorized, ratified and confirmed in all respects.

FOURTH:That this Merger has been approved by the sole stockholder of the Corporation by unanimous written consent.

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IN WITNESS WHEREOF, Electrolyte Acquisition Subsidiary, Inc. has caused this Certificate to be signed by an authorized officer as of the date first set forth above.

By:	/s/ William A. Sanger
	William A. Sanger, President and
	Chief Financial Officer

EXHIBIT A

CERTIFICATE OF INCORPORATION
OF
EHR MANAGEMENT CO.

ARTICLE I

The name of this corporation is EHR Management Co.

ARTICLE II

The address of the registered office of the corporation in the State of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle, and the name of the registered agent of the corporation in the State of Delaware at such address is The Corporation Trust Company.

ARTICLE III

The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the Delaware General Corporation Law (“DGCL”).

ARTICLE IV

This corporation is authorized to issue only one class of stock, to be designated Common Stock.  The total number of shares of Common Stock presently authorized is one thousand (1,000), each having a par value of $0.0001.

ARTICLE V

A.The management of the business and the conduct of the affairs of the corporation shall be vested in its Board of Directors.  The number of directors that shall constitute the whole Board of Directors shall be fixed by the Board of Directors in the manner provided in the Bylaws.

B.The Board of Directors is expressly empowered to adopt, amend or repeal the Bylaws of the corporation.  The stockholders shall also have power to adopt, amend or repeal the Bylaws of the corporation; provided, however, that, in addition to any vote of the holders of any class or series of stock of the corporation required by law or by this Certificate of Incorporation, the affirmative vote of the holders of at least a majority of the voting power of all of the then-outstanding shares of the capital stock of the corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to adopt, amend or repeal any provision of the Bylaws of the corporation.

SECTION VI

A.The liability of the directors for monetary damages shall be eliminated to the fullest extent under applicable law.  If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.

B.Any repeal or modification of this Article VI shall be prospective and shall not affect the rights under this Article VI in effect at the time of an alleged occurrence of any act or omission to act giving rise to liability or indemnification.

SECTION VII

The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon the stockholders herein are granted subject to this reservation.

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CERTICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

AND OF REGISTERED AGENT

OF

EHR MANAGEMENT CO.

It is hereby certified that:

1.The name of the corporation (hereinafter called the “corporation”) is:

EHR MANAGEMENT CO.

2.The registered office of the corporation within the State of Delaware is hereby changed to 2711 Centerville Road, Suite 400, City of Wilmington 19808, County of New Castle.

3.The registered agent of the corporation within the State of Delaware is hereby changed to Corporation Service Company, the business office of which is identical with the registered office of the corporation as hereby changed.

4.The corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on 12/14, 2007

/s/ Todd Zimmerman

Name: Todd Zimmerman

Title: Executive Vice President

STATE OF DELAWARE
CERTIFICATE FOR RENEWAL
AND REVIVAL OF CHARTER

The corporation organized under the laws of Delaware, the charter of which was voided for non-payment of taxes, now desires to procure a restoration, removal and revival of its charter, and hereby certifies as follows:

1.The name of this corporation is EHR Management Co.

2,Its registered office in the State of Delaware is located at 2711 Centerville Road, Suite 400(street), City of Wilmington Zip Code 19808 County of New Castle the name of its registered agent is Corporation Service Company.

3,The date of filing of the original Certificate of Incorporation in Delaware was 12/14/2005.

4.The date when restoration, renewal and revival of the charger of this company is to commence is the 29th day of February, 2008, same being prior to the date of the expiration of the charter.  This renewal and revival of the charter of this corporation is to be perpetual.

5.This corporation was duly organized and carried on the business authorized by its charter unto the 1st day of March A.D. 2008, at which time its charter became inoperative and void for non-payment of taxes and this certificate for renewal and revival is filed by authority of the duly elected directors of the corporation in accordance with the laws of the State of Delaware.

IN TESTIMONY WHEREOF, and in compliance with the provisions of Section 312 of the General Corporation Law of the State of Delaware, as amended, providing for the renewal, extension and restoration of charters the last and acting authorized officer hereunto set his/her hand to this certificate the 26th day of February A.D. 2009.

By:	/s/ Benjamin Johnson
	Authorized Officer
Name:	Benjamin Johnson
	Print or Type
Title:	Assistant Secretary

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EX-3.90

Exhibit 3.90

BYLAWS

OF

EHR MANAGEMENT CO.

(A DELAWARE CORPORATION)

ADOPTED PURSUANT TO THE
CERTIFICATE OF OWNERSHIP & MERGER
WITH ELECTROLYTE ACQUISITION SUBSIDIARY, INC.
FILED WITH THE DELAWARE SECRETARY OF STATE
ON DECEMBER 13, 2006

TABLE OF CONTENTS

ARTICLE I Offices		1
Section 1.1	Registered Office	1
Section 1.2	Other Offices	1
ARTICLE II Corporate Seal		1
Section 2.1	Corporate Seal	1
ARTICLE III Stockholders’ Meetings		1
Section 3.1	Place of Meetings	1
Section 3.2	Annual Meeting	1
Section 3.3	Special Meetings	2
Section 3.4	Notice of Meetings	2
Section 3.5	Quorum	2
Section 3.6	Adjournment and Notice of Adjourned Meetings	3
Section 3.7	Voting Rights	3
Section 3.8	Joint Owners of Stock	3
Section 3.9	List of Stockholders	4
Section 3.10	Action Without Meeting	4
Section 3.11	Organization	5
ARTICLE IV Directors		6
Section 4.1	Number and Term of Office	6
Section 4.2	Powers	6
Section 4.3	Term of Directors	6
Section 4.4	Vacancies	6
Section 4.5	Resignation	6
Section 4.6	Removal	7

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Section 4.7	Meetings	7
Section 4.8	Quorum and Voting	8
Section 4.9	Action Without Meeting	8
Section 4.10	Fees and Compensation	8
Section 4.11	Committees	8
Section 4.12	Organization	9
ARTICLE V Officers		9
Section 5.1	Officers Designated	9
Section 5.2	Tenure and Duties of Officers	10
Section 5.3	Delegation of Authority	11
Section 5.4	Resignations	11
Section 5.5	Removal	11
ARTICLE VI Execution Of Corporate Instruments And Voting Of Securities Owned By The Corporation		11
Section 6.1	Execution of Corporate Instruments	11
Section 6.2	Voting of Securities Owned by the Corporation	11
ARTICLE VII Shares Of Stock		12
Section 7.1	Form and Execution of Certificates	12
Section 7.2	Lost Certificates	12
Section 7.3	Transfers	12
Section 7.4	Fixing Record Dates	13
Section 7.5	Registered Stockholders	14
ARTICLE VIII Other Securities Of The Corporation		14
Section 8.1	Execution of Other Securities	14
ARTICLE IX Dividends		14
Section 9.1	Declaration of Dividends	14

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Section 9.2	Dividend Reserve	14
ARTICLE X Fiscal Year		15
Section 10.1	Fiscal Year	15
ARTICLE XI Indemnification		15
Section 11.1	Indemnification of Directors, Executive Officers, Other Officers, Employees and Other Agents	15
Section 12.1	Notices	18
ARTICLE XIII Amendments		19
Section 13.1	Amendments	19
ARTICLE XIV Loans To Officers		19
Section 14.1	Loans to Officers	19

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BYLAWS
OF
EHR MANAGEMENT CO.

(Previously the Amended and Restated Bylaws of
Electrolyte Acquisition Subsidiary, Inc.)

ARTICLE I
OFFICES

Section 1.1            Registered Office.  The registered office of the corporation in the State of Delaware shall be as set forth in the Certificate of Incorporation, unless changed as provided by law.

Section 1.2            Other Offices.  The corporation shall also have and maintain an office or principal place of business at such place as may be fixed by the Board of Directors, and may also have offices at such other places, both within and without the State of Delaware, as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II
CORPORATE SEAL

Section 2.1            Corporate Seal.  The Board of Directors may adopt a corporate seal.  The corporate seal shall consist of a die bearing the name of the corporation and the inscription, “Corporate Seal Delaware.” Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

ARTICLE III
STOCKHOLDERS’ MEETINGS

Section 3.1            Place of Meetings.  Meetings of the stockholders of the corporation may be held at such place, either within or without the State of Delaware, as may be determined from time to time by the Board of Directors.  The Board of Directors may, in its sole discretion, determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication as provided under the Delaware General Corporation Law (“DGCL”).

Section 3.2            Annual Meeting.  An annual meeting of the stockholders shall be held on such date and at such time as may be designated from time to time by the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may be properly brought before the meeting.  If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day.  If the election of directors shall not be held on the day designated herein for any annual meeting of the stockholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a meeting of the stockholders as soon thereafter as conveniently may be.  Failure to hold an annual meeting as required by these bylaws shall not invalidate any action taken by the Board of Directors or officers of the corporation.

Section 3.3            Special Meetings.

(a)           Special meetings of the stockholders of the corporation may be called, for any purpose or purposes, by (i) the President or the Board of Directors, or (iv) by the holders of shares entitled to cast not less than ten percent (10%) of the votes at the meeting and shall be held at such place, on such date, and at such time as the Board of Directors shall fix.

(b)           If a special meeting is properly called by any person or persons other than the Board of Directors, the request shall be in writing, specifying the general nature of the business proposed to be transacted, and shall be delivered personally or sent by certified or registered mail, return receipt requested, or by telegraphic or other facsimile transmission to the Chairman of the Board of Directors, the President or the Secretary of the corporation.  No business may be transacted at such special meeting otherwise than specified in such notice.  The Board of Directors shall determine the time and place of such special meeting, which shall be held not less than thirty-five (35) nor more than one hundred twenty (120) days after the date of the receipt of the request.  Upon determination of the time and place of the meeting, the officer receiving the request shall cause notice to be given to the stockholders entitled to vote, in accordance with the provisions of Section 7 of these Bylaws.  Nothing contained in this paragraph (b) shall be construed as limiting, fixing, or affecting the time when a meeting of stockholders called by action of the Board of Directors may be held.

Section 3.4            Notice of Meetings.  Except as otherwise provided by law or the Certificate of Incorporation, notice, given in writing or by electronic transmission, of each meeting of stockholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting, such notice to specify the place, if any, date and hour and purpose or purposes of the meeting and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting.  Notice of the time, place, if any, and purpose of any meeting of stockholders may be waived in writing, signed by the person entitled to notice thereof or by electronic transmission by such person, either before or after such meeting, and will be waived by any stockholder by his attendance thereat in person, by remote communication, if applicable, or by proxy, except when the stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.  Any stockholder so waiving notice of such meeting shall be bound by the proceedings of any such meeting in all respects as if due notice thereof had been given.

Section 3.5            Quorum.  At all meetings of stockholders, except where otherwise provided by statute or by the Certificate of Incorporation, or by these Bylaws, the presence, in person, by remote communication, if applicable, or by proxy duly authorized, of the holders of a majority of the outstanding shares of stock entitled to vote shall constitute a quorum for the transaction of business.  In the absence of a quorum, any meeting of stockholders may be adjourned, from time to time, either by the chairman of the meeting or by vote of the holders of a majority of the shares represented thereat, but no other business shall be transacted at such meeting.  The stockholders present at a duly called or convened meeting, at which a quorum is present, may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.  Except as otherwise provided by statute, or by the Certificate of Incorporation or these Bylaws, in all matters other than the election of directors, the affirmative

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vote of a majority of shares present in person, by remote communication, if applicable, or represented by proxy duly authorized at the meeting and entitled to vote generally on the subject matter shall be the act of the stockholders.  Except as otherwise provided by statute, the Certificate of Incorporation or these Bylaws, directors shall be elected by a plurality of the votes of the shares present in person, by remote communication, if applicable, or represented by proxy duly authorized at the meeting and entitled to vote generally on the election of directors.  Where a separate vote by a class or classes or series is required, except where otherwise provided by the statute or by the Certificate of Incorporation or these Bylaws, a majority of the outstanding shares of such class or classes or series, present in person, by remote communication, if applicable, or represented by proxy duly authorized, shall constitute a quorum entitled to take action with respect to that vote on that matter.  Except where otherwise provided by statute or by the Certificate of Incorporation or these Bylaws, the affirmative vote of the majority (plurality, in the case of the election of directors) of shares of such class or classes or series present in person, by remote communication, if applicable, or represented by proxy at the meeting shall be the act of such class or classes or series.

Section 3.6            Adjournment and Notice of Adjourned Meetings.  Any meeting of stockholders, whether annual or special, may be adjourned from time to time either by the chairman of the meeting or by the vote of a majority of the shares present in person, by remote communication, if applicable, or represented by proxy.  When a meeting is adjourned to another time or place, if any, notice need not be given of the adjourned meeting if the time and place, if any, thereof are announced at the meeting at which the adjournment is taken.  At the adjourned meeting, the corporation may transact any business which might have been transacted at the original meeting.  If the adjournment is for more than thirty (30) days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 3.7            Voting Rights.  For the purpose of determining those stockholders entitled to vote at any meeting of the stockholders, except as otherwise provided by law, only persons in whose names shares stand on the stock records of the corporation on the record date, as provided in Section 12 of these Bylaws, shall be entitled to vote at any meeting of stockholders.  Every person entitled to vote or execute consents shall have the right to do so either in person, by remote communication, if applicable, or by an agent or agents authorized by a proxy granted in accordance with Delaware law.  An agent so appointed need not be a stockholder.  No proxy shall be voted after three (3) years from its date of creation unless the proxy provides for a longer period.

Section 3.8            Joint Owners of Stock.  If shares or other securities having voting power stand of record in the names of two (2) or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety, or otherwise, or if two (2) or more persons have the same fiduciary relationship respecting the same shares, unless the Secretary is given written notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting shall have the following effect: (a) if only one (1) votes, his act binds all; (b) if more than one (1) votes, the act of the majority so voting binds all; (c) if more than one (1) votes, but the vote is evenly split on any particular matter, each faction may vote the securities in question proportionally, or may apply to the Delaware Court of Chancery for relief as provided in the DGCL, Section 217(b).  If the instrument filed with the Secretary shows that any such tenancy is

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held in unequal interests, a majority or even-split for the purpose of subsection (c) shall be a majority or even-split in interest.

Section 3.9            List of Stockholders.  The Secretary shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at said meeting, arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder.  Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours at the principal place of business of the corporation, or on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting.  In the even that the corporation determines to make the list available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to stockholders of the corporation.  The list shall be open to examination by any stockholder during the time of the meeting as provided by law produced and kept at the time and place of meeting during the whole time thereof and may be inspected by any stockholder who is present.

Section 3.10         Action Without Meeting.

(a)           Unless otherwise provided in the Certificate of Incorporation, any action required by statute to be taken at any annual or special meeting of the stockholders, or any action which may be taken at any annual or special meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, or by electronic transmission setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

(b)           Every written consent or electronic transmission shall bear the date of signature of each stockholder who signs the consent, and no written consent or electronic transmission shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered to the corporation in the manner herein required, written consents or electronic transmissions signed by a sufficient number of stockholders to take action are delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded.  Delivery made to a corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.

(c)           Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing or by electronic transmission and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of stockholders to take action were delivered to the corporation as provided in Section 228(c) of the DGCL.  If the action which is consented to is such as would have required the filing of a certificate under any section of the DGCL if such action had been voted on by stockholders at a meeting thereof, then the certificate filed under such section shall state, in lieu of any statement required by such section concerning any vote of stockholders, that written consent has been given in accordance with Section 228 of the DGCL.

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(d)           A telegram, cablegram or other electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxyholder, shall be deemed to be written, signed and dated for the purposes of this section, provided that any such telegram, cablegram or other electronic transmission sets forth or is delivered with information from which the corporation can determine (i) that the telegram, cablegram or other electronic transmission was transmitted by the stockholder or proxyholder or by a person or persons authorized to act for the stockholder and (ii) the date on which such stockholder or proxyholder or authorized person or persons transmitted such telegram, cablegram or electronic transmission.  The date on which such telegram, cablegram or electronic transmission is transmitted shall be deemed to be the date on which such consent was signed.  No consent given by telegram, cablegram or other electronic transmission shall be deemed to have been delivered until such consent is reproduced in paper form and until such paper form shall be delivered to the corporation by delivery to its registered office in the state of Delaware, its principal place of business or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded.  Delivery made to a corporation’s registered office shall be made by hand or by certified or registered mail, return receipt requested.  Notwithstanding the foregoing limitations on delivery, consents given by telegram, cablegram or other electronic transmission may be otherwise delivered to the principal place of business of the corporation or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded if, to the extent and in the manner provided by resolution of the board of directors of the corporation.  Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.

Section 3.11         Organization.

(a)           At every meeting of stockholders, the Chairman of the Board of Directors, or, if a Chairman has not been appointed or is absent, the President, or, if the President is absent, a chairman of the meeting chosen by a majority in interest of the stockholders entitled to vote, present in person or by proxy, shall act as chairman.  The Secretary, or, in his absence, an Assistant Secretary directed to do so by the President, shall act as secretary of the meeting.

(b)           The Board of Directors of the corporation shall be entitled to make such rules or regulations for the conduct of meetings of stockholders as it shall deem necessary, appropriate or convenient.  Subject to such rules and regulations of the Board of Directors, if any, the chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are necessary, appropriate or convenient for the proper conduct of the meeting, including, without limitation, establishing an agenda or order of business for the meeting, rules and procedures for maintaining order at the meeting and the safety of those present, limitations on participation in such meeting to stockholders of record of the corporation and their duly authorized and constituted proxies and such other persons as the chairman shall permit, restrictions on entry to the meeting after the time fixed for the commencement thereof, limitations on the time allotted to questions or comments by participants and regulation of the opening and closing of the polls for balloting on matters which are to be voted on by ballot.  The date and time of the opening and closing of the polls for each matter upon which the stockholders will vote at the meeting shall be announced at the meeting.  Unless and to the extent determined by the Board of Directors or the chairman of the meeting,

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meetings of stockholders shall not be required to be held in accordance with rules of parliamentary procedure.

ARTICLE IV
DIRECTORS

Section 4.1            Number and Term of Office.  The authorized number of directors of the corporation shall be fixed by the Board of Directors from time to time.

Directors need not be stockholders unless so required by the Certificate of Incorporation.  If for any cause, the directors shall not have been elected at an annual meeting, they may be elected as soon thereafter as convenient.

Section 4.2            Powers.  The powers of the corporation shall be exercised, its business conducted and its property controlled by the Board of Directors, except as may be otherwise provided by statute or by the Certificate of Incorporation.

Section 4.3            Term of Directors.  Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, directors shall be elected at each annual meeting of stockholders for a term of one year.  Each director shall serve until his successor is duly elected and qualified or until his death, resignation or removal.  No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

Section 4.4            Vacancies.  Unless otherwise provided in the Certificate of Incorporation, and subject to the rights of the holders of any series of Preferred Stock, any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other causes and any newly created directorships resulting from any increase in the number of directors shall, unless the Board of Directors determines by resolution that any such vacancies or newly created directorships shall be filled by stockholders, be filled only by the affirmative vote of a majority of the directors then in office, even though less than a quorum of the Board of Directors.  Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the director for which the vacancy was created or occurred and until such director’s successor shall have been elected and qualified.  A vacancy in the Board of Directors shall be deemed to exist under this Bylaw in the case of the death, removal or resignation of any director.

Section 4.5            Resignation.  Any director may resign at any time by delivering his or her notice in writing or by electronic transmission to the Secretary, such resignation to specify whether it will be effective at a particular time, upon receipt by the Secretary or at the pleasure of the Board of Directors.  If no such specification is made, it shall be deemed effective at the pleasure of the Board of Directors.  When one or more directors shall resign from the Board of Directors, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each Director so chosen shall hold office for the unexpired portion of the term of the Director whose place shall be vacated and until his successor shall have been duly elected and qualified.

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Section 4.6            Removal.  Subject to any limitations imposed by applicable law, the Board of Directors or any director may be removed from office at any time (i) with cause by the affirmative vote of the holders of a majority of the voting power of all then-outstanding shares of capital stock of the corporation entitled to vote generally at an election of directors or (ii) without cause by the affirmative vote of the holders of a majority of the voting power of all then-outstanding shares of capital stock of the corporation, entitled to vote generally at an election of directors.

Section 4.7            Meetings.

(a)           Regular Meetings.  Unless otherwise restricted by the Certificate of Incorporation, regular meetings of the Board of Directors may be held at any time or date and at any place within or without the State of Delaware which has been designated by the Board of Directors and publicized among all directors, either orally or in writing, including a voice-messaging system or other system designated to record and communicate messages, facsimile, telegraph or telex, or by electronic mail or other electronic means.  No further notice shall be required for a regular meeting of the Board of Directors.

(b)           Special Meetings.  Unless otherwise restricted by the Certificate of Incorporation, special meetings of the Board of Directors may be held at any time and place within or without the State of Delaware whenever called by the Chairman of the Board, the President, or any director.

(c)           Meetings by Electronic Communications Equipment.  Any member of the Board of Directors, or of any committee thereof, may participate in a meeting by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.

(d)           Notice of Special Meetings.  Notice of the time and place of all special meetings of the Board of Directors shall be orally or in writing, by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, facsimile, telegraph or telex, or by electronic mail or other electronic means, during normal business hours, at least twenty-four (24) hours before the date and time of the meeting, or sent in writing to each director by first class mail, postage prepaid, at least three (3) days before the date of the meeting.  Notice of any meeting may be waived in writing or by electronic transmission at any time before or after the meeting and will be waived by any director by attendance thereat, except when the director attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

(e)           Waiver of Notice.  The transaction of all business at any meeting of the Board of Directors, or any committee thereof, however called or noticed, or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present and if, either before or after the meeting, each of the directors not present who did not receive notice shall sign a written waiver of notice or shall waive notice by electronic transmission.  All such waivers shall be filed with the corporate records or made a part of the minutes of the meeting.

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Section 4.8            Quorum and Voting.

(a)           Unless the Certificate of Incorporation requires a greater number, a quorum of the Board of Directors shall consist of a majority of the exact number of directors fixed from time to time by the Board of Directors in accordance with the Certificate of Incorporation; provided, however, at any meeting, whether a quorum be present or otherwise, a majority of the directors present may adjourn from time to time until the time fixed for the next regular meeting of the Board of Directors, without notice other than by announcement at the meeting.

(b)           At each meeting of the Board of Directors at which a quorum is present, all questions and business shall be determined by the affirmative vote of a majority of the directors present, unless a different vote be required by law, the Certificate of Incorporation or these Bylaws.

Section 4.9            Action Without Meeting.  Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board of Directors or committee, as the case may be, consent thereto in writing or by electronic transmission, and such writing or writings or transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or committee.  Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 4.10         Fees and Compensation.  Directors shall be entitled to such compensation for their services as may be approved by the Board of Directors, including, if so approved, by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, for attendance at each regular or special meeting of the Board of Directors and at any meeting of a committee of the Board of Directors.  Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity as an officer, agent, employee, or otherwise and receiving compensation therefor.

Section 4.11         Committees.

(a)           Executive Committee.  The Board of Directors may appoint an Executive Committee to consist of one (1) or more members of the Board of Directors.  The Executive Committee, to the extent permitted by law and provided in the resolution of the Board of Directors shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the DGCL to be submitted to stockholders for approval, or (ii) adopting, amending or repealing any bylaw of the corporation.

(b)           Other Committees.  The Board of Directors may, from time to time, appoint such other committees as may be permitted by law.  Such other committees appointed by the Board of Directors shall consist of one (1) or more members of the Board of Directors, and shall have such powers and perform such duties as may be prescribed by the resolution or resolutions creating such committees, but in no event shall any such committee have the powers denied to the Executive Committee in these Bylaws.

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(c)           Term.  The Board of Directors, subject to any requirements of any outstanding series of Preferred Stock, the provisions of subsections (a) or (b) of this Bylaw may at any time increase or decrease the number of members of a committee or terminate the existence of a committee.  The membership of a committee member shall terminate on the date of his death or voluntary resignation from the committee or from the Board of Directors.  The Board of Directors may at any time for any reason remove any individual committee member and the Board of Directors may fill any committee vacancy created by death, resignation, removal or increase in the number of members of the committee.  The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee, and, in addition, in the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

(d)           Meetings.  Unless the Board of Directors shall otherwise provide, regular meetings of the Executive Committee or any other committee appointed pursuant to this Section 4.11 shall be held at such times and places as are determined by the Board of Directors, or by any such committee, and when notice thereof has been given to each member of such committee, no further notice of such regular meetings need be given thereafter.  Special meetings of any such committee may be held at any place which has been determined from time to time by such committee, and may be called by any director who is a member of such committee, upon notice to the members of such committee of the time and place of such special meeting given in the manner provided for the giving of notice to members of the Board of Directors of the time and place of special meetings of the Board of Directors.  Notice of any special meeting of any committee may be waived in writing at any time before or after the meeting and will be waived by any director by attendance thereat, except when the director attends such special meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.  Unless otherwise provided by the Board of Directors in the resolutions authorizing the creation of the committee, a majority of the authorized number of members of any such committee shall constitute a quorum for the transaction of business, and the act of a majority of those present at any meeting at which a quorum is present shall be the act of such committee.

Section 4.12         Organization.  At every meeting of the directors, the Chairman of the Board of Directors, or, if a Chairman has not been appointed or is absent, the President, or if the President is absent, the most senior Vice President, (if a director) or, in the absence of any such person, a chairman of the meeting chosen by a majority of the directors present, shall preside over the meeting.  The Secretary, or in his absence, any Assistant Secretary directed to do so by the President, shall act as secretary of the meeting.

ARTICLE V
OFFICERS

Section 5.1            Officers Designated.  The officers of the corporation shall include, if and when designated by the Board of Directors, the Chairman of the Board of Directors, the President, the Secretary, the Treasurer and the Controller, all of whom shall be elected at the annual

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organizational meeting of the Board of Directors.  The Board of Directors may also appoint one or more Assistant Secretaries, Assistant Treasurers, Assistant Controllers and such other officers and agents with such powers and duties as it shall deem necessary.  The Board of Directors may assign such additional titles to one or more of the officers as it shall deem appropriate.  Any one person may hold any number of offices of the corporation at any one time unless specifically prohibited therefrom by law.  The salaries and other compensation of the officers of the corporation shall be fixed by or in the manner designated by the Board of Directors.

Section 5.2            Tenure and Duties of Officers.

(a)           General.  All officers shall hold office at the pleasure of the Board of Directors and until their successors shall have been duly elected and qualified, unless sooner removed.  Any officer elected or appointed by the Board of Directors may be removed at any time by the Board of Directors.  If the office of any officer becomes vacant for any reason, the vacancy may be filled by the Board of Directors.

(b)           Duties of Chairman of the Board of Directors.  The Chairman of the Board of Directors, when present, shall preside at all meetings of the stockholders and the Board of Directors.  The Chairman of the Board of Directors shall perform other duties commonly incident to the office and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time.

(c)           Duties of President.  The President shall preside at all meetings of the stockholders and at all meetings of the Board of Directors, unless the Chairman of the Board of Directors has been appointed and is present.

(d)           Duties of Secretary.  The Secretary shall attend all meetings of the stockholders and of the Board of Directors and shall record all acts and proceedings thereof in the minute book of the corporation.  The Secretary shall give notice in conformity with these Bylaws of all meetings of the stockholders and of all meetings of the Board of Directors and any committee thereof requiring notice.  The Secretary shall perform all other duties provided for in these Bylaws and other duties commonly incident to the office and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time.  The President may direct any Assistant Secretary to assume and perform the duties of the Secretary in the absence or disability of the Secretary, and each Assistant Secretary shall perform other duties commonly incident to the office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time.

(e)           Duties of Treasurer.  The Treasurer shall keep or cause to be kept the books of account of the corporation in a thorough and proper manner and shall render statements of the financial affairs of the corporation in such form and as often as required by the Board of Directors or the President.  The Treasurer, subject to the order of the Board of Directors, shall have the custody of all funds and securities of the corporation.  The Treasurer shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time.

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Section 5.3            Delegation of Authority.  The Board of Directors may from time to time delegate the powers or duties of any officer to any other officer or agent, notwithstanding any provision hereof.

Section 5.4            Resignations.  Any officer may resign at any time by giving notice in writing or by electronic transmission notice to the Board of Directors or to the President or to the Secretary.  Any such resignation shall be effective when received by the person or persons to whom such notice is given, unless a later time is specified therein, in which event the resignation shall become effective at such later time.  Unless otherwise specified in such notice, the acceptance of any such resignation shall not be necessary to make it effective.  Any resignation shall be without prejudice to the rights, if any, of the corporation under any contract with the resigning officer.

Section 5.5            Removal.  Any officer may be removed from office at any time, either with or without cause, by the affirmative vote of a majority of the directors in office at the time, or by the unanimous written consent of the directors in office at the time, or by any committee or superior officers upon whom such power of removal may have been conferred by the Board of Directors.

ARTICLE VI
EXECUTION OF CORPORATE INSTRUMENTS AND VOTING
OF SECURITIES OWNED BY THE CORPORATION

Section 6.1            Execution of Corporate Instruments.  The Board of Directors may, in its discretion, determine the method and designate the signatory officer or officers, or other person or persons, to execute on behalf of the corporation any corporate instrument or document, or to sign on behalf of the corporation the corporate name without limitation, or to enter into contracts on behalf of the corporation, except where otherwise provided by law or these Bylaws, and such execution or signature shall be binding upon the corporation.

All checks and drafts drawn on banks or other depositaries on funds to the credit of the corporation or in special accounts of the corporation shall be signed by such person or persons as the Board of Directors shall authorize so to do.

Unless authorized or ratified by the Board of Directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

Section 6.2            Voting of Securities Owned by the Corporation.  All stock and other securities of other corporations owned or held by the corporation for itself, or for other parties in any capacity, shall be voted, and all proxies with respect thereto shall be executed, by the person authorized so to do by resolution of the Board of Directors, or, in the absence of such authorization, by the Chairman of the Board of Directors or the President.

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ARTICLE VII
SHARES OF STOCK

Section 7.1            Form and Execution of Certificates.  Certificates for the shares of stock of the corporation shall be in such form as is consistent with the Certificate of Incorporation and applicable law.  Every holder of stock in the corporation shall be entitled to have a certificate signed by or in the name of the corporation by the Chairman of the Board of Directors, or the President or any Vice President and by the Treasurer or Assistant Treasurer or the Secretary or Assistant Secretary, certifying the number of shares owned by him in the corporation.  Any or all of the signatures on the certificate may be facsimiles.  In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued with the same effect as if he were such officer, transfer agent, or registrar at the date of issue.  Each certificate shall state upon the face or back thereof, in full or in summary, all of the powers, designations, preferences, and rights, and the limitations or restrictions of the shares authorized to be issued or shall, except as otherwise required by law, set forth on the face or back a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional, or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.  Within a reasonable time after the issuance or transfer of uncertificated stock, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to this section or otherwise required by law or with respect to this section a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Section 7.2            Lost Certificates.  A new certificate or certificates shall be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed.  The corporation may require, as a condition precedent to the issuance of a new certificate or certificates, the owner of such lost, stolen, or destroyed certificate or certificates, or the owner’s legal representative, to agree to indemnify the corporation in such manner as it shall require or to give the corporation a surety bond in such form and amount as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen, or destroyed.

Section 7.3            Transfers.

(a)           Transfers of record of shares of stock of the corporation shall be made only upon its books by the holders thereof, in person or by attorney duly authorized, and upon the surrender of a properly endorsed certificate or certificates for a like number of shares.

(b)           The corporation shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes of stock of the corporation to restrict the transfer of shares of stock of the corporation of any one or more classes owned by such stockholders in any manner not prohibited by the DGCL.

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Section 7.4            Fixing Record Dates.

(a)           In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix, in advance, a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, subject to applicable law, not be more than sixty (60) nor less than ten (10) days before the date of such meeting.  If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.  A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

(b)           In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors.  Any stockholder of record seeking to have the stockholders authorize or take corporate action by written consent shall, by written notice to the Secretary, request the Board of Directors to fix a record date.  The Board of Directors shall promptly, but in all events within ten (10) days after the date on which such a request is received, adopt a resolution fixing the record date.  If no record date has been fixed by the Board of Directors within ten (10) days of the date on which such a request is received, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded.  Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.  If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

(c)           In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action.  If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

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Section 7.5            Registered Stockholders.  The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VIII
OTHER SECURITIES OF THE CORPORATION

Section 8.1            Execution of Other Securities.  All bonds, debentures and other corporate securities of the corporation, other than stock certificates (covered in Section 7.1), may be signed by the Chairman of the Board of Directors, the President or any Vice President, or such other person as may be authorized by the Board of Directors, and the corporate seal impressed thereon or a facsimile of such seal imprinted thereon and attested by the signature of the Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer; provided, however, that where any such bond, debenture or other corporate security shall be authenticated by the manual signature, or where permissible facsimile signature, of a trustee under an indenture pursuant to which such bond, debenture or other corporate security shall be issued, the signatures of the persons signing and attesting the corporate seal on such bond, debenture or other corporate security may be the imprinted facsimile of the signatures of such persons.  Interest coupons appertaining to any such bond, debenture or other corporate security, authenticated by a trustee as aforesaid, shall be signed by the Treasurer or an Assistant Treasurer of the corporation or such other person as may be authorized by the Board of Directors, or bear imprinted thereon the facsimile signature of such person.  In case any officer who shall have signed or attested any bond, debenture or other corporate security, or whose facsimile signature shall appear thereon or on any such interest coupon, shall have ceased to be such officer before the bond, debenture or other corporate security so signed or attested shall have been delivered, such bond, debenture or other corporate security nevertheless may be adopted by the corporation and issued and delivered as though the person who signed the same or whose facsimile signature shall have been used thereon had not ceased to be such officer of the corporation.

ARTICLE IX
DIVIDENDS

Section 9.1            Declaration of Dividends.  Dividends upon the capital stock of the corporation, subject to the provisions of the Certificate of Incorporation and applicable law, if any, may be declared by the Board of Directors pursuant to law at any regular or special meeting.  Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation and applicable law.

Section 9.2            Dividend Reserve.  Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the Board of Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the Board of Directors shall think conducive to the interests of the corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.

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ARTICLE X
FISCAL YEAR

Section 10.1         Fiscal Year.  The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.

ARTICLE XI
INDEMNIFICATION

Section 11.1         Indemnification of Directors, Executive Officers, Other Officers, Employees and Other Agents.

(a)           Directors and Officers.  The corporation shall indemnify its directors and officers to the fullest extent not prohibited by the DGCL or any other applicable law; provided, however, that the corporation may modify the extent of such indemnification by individual contracts with its directors and officers; and, provided, further, that the corporation shall not be required to indemnify any director or officer in connection with any proceeding (or part thereof) initiated by such person unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the corporation, (iii) such indemnification is provided by the corporation, in its sole discretion, pursuant to the powers vested in the corporation under the Delaware General Corporation Law or any other applicable law or (iv) such indemnification is required to be made under subsection (d).

(b)           Employees and Other Agents.  The corporation shall have power to indemnify its employees and other agents as set forth in the DGCL or any other applicable law.  The Board of Directors shall have the power to delegate the determination of whether indemnification shall be given to any such person as the Board of Directors shall determine.

(c)           Expenses.  The corporation shall advance to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request therefor, all expenses incurred by any director or officer in connection with such proceeding, provided, however, that, if the DGCL requires, an advancement of expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the corporation of an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such indemnitee is not entitled to be indemnified for such expenses under this Section 11.1 or otherwise.

Notwithstanding the foregoing, unless otherwise determined pursuant to paragraph (e) of this Bylaw, no advance shall be made by the corporation to an officer of the corporation (except by reason of the fact that such officer is or was a director of the corporation, in which event this paragraph shall not apply) in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made (i) by a majority vote of a

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quorum consisting of directors who were not parties to the proceeding, even if not a quorum, or (ii) by a committee of such directors designated by a majority of such directors, even though less than a quorum, or (iii) if there are no such directors, or such directors so direct, by independent legal counsel in a written opinion, that the facts known to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the corporation.

(d)           Enforcement.  Without the necessity of entering into an express contract, all rights to indemnification and advances to directors and officers under this Bylaw shall be deemed to be contractual rights and be effective to the same extent and as if provided for in a contract between the corporation and the director or officer.  Any right to indemnification or advances granted by this Bylaw to a director or officer shall be enforceable by or on behalf of the person holding such right in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor.  The claimant in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting the claim.  In connection with any claim for indemnification, the corporation shall be entitled to raise as a defense to any such action that the claimant has not met the standards of conduct that make it permissible under the DGCL or any other applicable law for the corporation to indemnify the claimant for the amount claimed.  In connection with any claim by an officer of the corporation (except in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such officer is or was a director of the corporation) for advances, the corporation shall be entitled to raise a defense as to any such action clear and convincing evidence that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the corporation, or with respect to any criminal action or proceeding that such person acted without reasonable cause to believe that his conduct was lawful.  Neither the failure of the corporation (including its Board of Directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct set forth in the DGCL or any other applicable law, nor an actual determination by the corporation (including its Board of Directors, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that claimant has not met the applicable standard of conduct.

(e)           Non Exclusivity of Rights.  The rights conferred on any person by this Bylaw shall not be exclusive of any other right which such person may have or hereafter acquire under any applicable statute, provision of the Certificate of Incorporation, Bylaws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding office.  The corporation is specifically authorized to enter into individual contracts with any or all of its directors, officers, employees or agents respecting indemnification and advances, to the fullest extent not prohibited by the DGCL or any other applicable law.

(f)            Survival of Rights.  The rights conferred on any person by this Bylaw shall continue as to a person who has ceased to be a director, officer, employee or other agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

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(g)           Insurance.  To the fullest extent permitted by the DGCL, or any other applicable law, the corporation, upon approval by the Board of Directors, may purchase insurance on behalf of any person required or permitted to be indemnified pursuant to this Bylaw.

(h)           Amendments.  Any repeal or modification of this Bylaw shall only be prospective and shall not affect the rights under this Bylaw in effect at the time of the alleged occurrence of any action or omission to act that is the cause of any proceeding against any agent of the corporation.

(i)            Saving Clause.  If this Bylaw or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the corporation shall nevertheless indemnify each director and officer to the full extent not prohibited by any applicable portion of this Bylaw that shall not have been invalidated, or by any other applicable law.  If this Section 11.1 shall be invalid due to the application of the indemnification provisions of another jurisdiction, then the corporation shall indemnify each director and officer to the full extent under applicable law.

(j)            Certain Definitions.  For the purposes of this Bylaw, the following definitions shall apply:

(1)           The term “proceeding” shall be broadly construed and shall include, without limitation, the investigation, preparation, prosecution, defense, settlement, arbitration and appeal of, and the giving of testimony in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative.

(2)           The term “expenses” shall be broadly construed and shall include, without limitation, court costs, attorneys’ fees, witness fees, fines, amounts paid in settlement or judgment and any other costs and expenses of any nature or kind incurred in connection with any proceeding.

(3)           The term the “corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Bylaw with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.

(4)           References to a “director,” “executive officer,” “officer,” “employee,” or “agent” of the corporation shall include, without limitation, situations where such person is serving at the request of the corporation as, respectively, a director, executive officer, officer, employee, trustee or agent of another corporation, partnership, joint venture, trust or other enterprise.

(5)           References to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an

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employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this Bylaw.

ARTICLE XII
NOTICES

Section 12.1         Notices.

(a)           Notice to Stockholders.  Whenever, under any provisions of these Bylaws, notice is required to be given to any stockholder, it shall be given in writing, timely and duly deposited in the United States mail, postage prepaid, and addressed to his last known post office address as shown by the stock record of the corporation or its transfer agent.

(b)           Notice to Directors.  Any notice required to be given to any director may be given by the method stated in subsection (a), or as provided for in Section 4.7(d) of these Bylaws.  If such notice is not delivered personally, it shall be sent to such address as such director shall have filed in writing with the Secretary, or, in the absence of such filing, to the last known post office address of such director.

(c)           Affidavit of Mailing.  An affidavit of mailing, executed by a duly authorized and competent employee of the corporation or its transfer agent appointed with respect to the class of stock affected or other agent, specifying the name and address or the names and addresses of the stockholder or stockholders, or director or directors, to whom any such notice or notices was or were given, and the time and method of giving the same, shall in the absence of fraud, be prima facie evidence of the facts therein contained.

(d)           Methods of Notice.  It shall not be necessary that the same method of giving notice be employed in respect of all recipients of notice, but one permissible method may be employed in respect of any one or more, and any other permissible method or methods may be employed in respect of any other or others.

(e)           Notice to Person with Whom Communication Is Unlawful.  Whenever notice is required to be given, under any provision of law or of the Certificate of Incorporation or Bylaws of the corporation, to any person with whom communication is unlawful, the giving of such notice to such person shall not be required and there shall be no duty to apply to any governmental authority or agency for a license or permit to give such notice to such person.  Any action or meeting which shall be taken or held without notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given.  In the event that the action taken by the corporation is such as to require the filing of a certificate under any provision of the DGCL, the certificate shall state, if such is the fact and if notice is required, that notice was given to all persons entitled to receive notice except such persons with whom communication is unlawful.

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ARTICLE XIII
AMENDMENTS

Section 13.1         Amendments.  The Board of Directors is expressly empowered to adopt, amend or repeal Bylaws of the corporation.  The stockholders shall also have power to adopt, amend or repeal the Bylaws of the corporation; provided, however, that, in addition to any vote of the holders of any class or series of stock of the corporation required by law or by this Certificate of Incorporation, the affirmative vote of the holders of at least a majority of the voting power of all of the then-outstanding shares of the capital stock of the corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to adopt, amend or repeal any provision of the Bylaws of the corporation.

ARTICLE XIV
LOANS TO OFFICERS

Section 14.1         Loans to Officers.  The corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiaries, including any officer or employee who is a Director of the corporation or its subsidiaries, whenever, in the judgment of the Board of Directors, such loan, guarantee or assistance may reasonably be expected to benefit the corporation.  The loan, guarantee or other assistance may be with or without interest and may be unsecured, or secured in such manner as the Board of Directors shall approve, including, without limitation, a pledge of shares of stock of the corporation.  Nothing in these Bylaws shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the corporation at common law or under any statute.

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EX-3.91

Exhibit 3.91

CERTIFICATE OF INCORPORATION

FIRST:  The name of this corporation shall be: EmCare Anesthesia Providers, Inc.

SECOND: Its registered office in the State of Delaware is to be located at 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle and its registered agent at such address is CORPORATION SERVICE COMPANY.

THIRD:  The purpose or purposes of the corporation shall be:

To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH:  The total number of shares of stock which this corporation is authorized to issue is:

1,000 Common @ $0.01 Authorized and Outstanding

FIFTH:  The name and address of the incorporator is as follows:

James L. Murphy
1717 Main St. Ste 5200
Dallas, Texas 75201

SIXTH: The Board of Directors shall have the power to adopt, amend or repeal the by-laws.

SEVENTH:  No director shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by such director as a director.  Notwithstanding the foregoing sentence, a director shall be liable to the extent provided by applicable law, (i) for breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the Delaware General Corporation Law or (iv) for any transaction from which the director derived an improper personal benefit.  No amendment to or repeal of this Article Seventh shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment.

IN WITNESS WHEREOF, the undersigned, being the incorporator herein before named, has executed signed and acknowledged this certificate of incorporation this 18th day of February, A.D. 2010.

DE BC D-: CERTIFICATE OF INCORPORATION - SHORT SPECIMEN 09/004 (DESHORT)

/s/ James L. Murphy

Incorporator: James L. Murphy

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EX-3.92

Exhibit 3.92

BYLAWS
OF
EMCARE ANESTHESIA PROVIDERS, INC.

ARTICLE I

OFFICES

1.01.  The registered agent and office of EmCare Anesthesia Providers, Inc. (the “Corporation”) shall be such registered agent and office as shall from time to time be established pursuant to the articles of incorporation, as amended from time to time, of the Corporation (the “Charter”) or by resolution of the Board of Directors of the Corporation (the “Board”).

1.02.  The Corporation may also have offices at such other places both within and without the State of Delaware as the Board may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

2.01.  Meetings of Stockholders of the Corporation (the “Stockholders”) for any purpose may be held at such place, within or without the State of Delaware, as shall be fixed from time to time by the Board, or, if the Board has not so specified, then at such place as may be fixed by the person or persons calling the meeting.

2.02.  An annual meeting of the Stockholders shall be held at such date and time as shall be fixed from time to time by the Board, at which they shall elect a Board, and transact such other business as may properly be brought before the meeting.

2.03.  At least ten days before each meeting of Stockholders, a complete list of the Stockholders entitled to vote at said meeting arranged in alphabetical order, with the residence of each and the number of voting shares held by each, shall be prepared by the officer or agent having charge of the stock transfer books.  Such list, for a period of ten days prior to such meeting, shall be kept on file at the registered office of the Corporation and shall be subject to inspection by any Stockholder at any time during usual business hours.  Such list shall be produced and kept open at the time and place of the meeting during the whole time thereof, and shall be subject to the inspection of any Stockholder who may be present.

2.04.  Special meetings of the Stockholders, for any purpose or purposes, unless otherwise prescribed by statute, the Charter, or these bylaws, may be called by the President, a majority of the Board, or the holders of not less than ten percent of all the shares entitled to vote at the meetings.  Business transacted at all special meetings shall be confined to the objects stated in the notice of the meeting.

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2.05.  Written or printed notice stating the place, day, and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than sixty days before the date of the meeting, either personally or by mail, by or at the direction of the President, the Secretary, or the officer or person calling the meeting, to each Stockholder of record entitled to vote at the meeting.

2.06.  The holders of a majority of the shares of the Corporation issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall be requisite and shall constitute a quorum at all meetings of the Stockholders for the transaction of business except as otherwise provided by statute, the Charter, or these bylaws.  If, however, such quorum shall not be present or represented at any meeting of the Stockholders, the Stockholders entitled to vote thereat, present in person or represented by proxy, shall nevertheless have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented.  At an adjourned session at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.

2.07.  When a quorum is present at any meeting, the vote of the holders of a majority of the shares of the Corporation having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which, by express provision of any applicable statute, the Charter, or these bylaws, a different vote is required, in which case such express provision shall govern and control the decision of such question.  The Stockholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough Stockholders to leave less than a quorum.

2.08.  Each outstanding share of the Corporation, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of Stockholders, unless otherwise provided by statute or the Charter.  At any meeting of the Stockholders, every Stockholder having the right to vote shall be entitled to vote in person or by proxy appointed by an instrument in writing subscribed by such Stockholder or by his or her duly authorized attorney-in-fact, such writing bearing a date not more than eleven months prior to said meeting, unless said instrument provides for a longer period.  Such proxy shall be filed with the Secretary of the Corporation prior to or at the time of the meeting.  Voting need not be by written ballot unless required by the Charter or by vote of the Stockholders present at the meeting.

2.09.  The Board may fix in advance a record date for the purpose of determining Stockholders entitled to notice of or to vote at a meeting of Stockholders, such record date to be not less than ten nor more than sixty days prior to such meeting, or the Board may close the stock transfer books for such purpose for a period of not less than ten nor more than sixty days prior to such meeting.  In the absence of any action by the Board, the date upon which the notice of the meeting is mailed shall be the record date.

2.10.  Any action required by statute to be taken at a meeting of the Stockholders, or any action which may be taken at a meeting of the Stockholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Stockholders

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entitled to vote with respect to the subject matter thereof, and such consent shall have the same force and effect as a unanimous vote of Stockholders.

2.11.  Subject to the provisions required or permitted by statute or the Charter for notice of meetings, Stockholders may participate in and hold a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

ARTICLE III

DIRECTORS

3.01.  The business and affairs of the Corporation shall be managed by the Board who may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Charter or by these bylaws directed or required to be exercised or done by the Stockholders.

3.02.  The initial Board shall be as stated in the Chatter.  Thereafter, the number of directors which shall constitute the full Board shall be as determined from time to time by resolution of the Board or by the Stockholders at the annual meeting or a special meeting called for that purpose, but no decrease shall have the effect of shortening the term of an incumbent director.  Directors need not be Stockholders or residents of the State of Delaware.  The directors shall be elected at the annual meeting of the Stockholders, except as hereinafter provided, and each director elected shall hold office until his or her successor shall be elected and shall qualify.

3.03.  At any meeting of Stockholders called expressly for such purpose, any director or the entire Board may be removed, with or without cause, by vote of the holders of a majority of the shares of the Corporation then entitled to vote at an election of directors.  If any vacancies occur in the Board caused by death, resignation, retirement, disqualification, or removal from office of any director or otherwise, a majority of the directors then in office, though less than a quorum, may choose a successor or successors or a successor or successors may be chosen at a special meeting of Stockholders called for that purpose; and each successor director so chosen shall be elected for the unexpired term of his or her predecessor in office.  Any directorship to be filled by reason of an increase in the number of directors may be filled by election at an annual meeting or special meeting of Stockholders called for that purpose or may be filled by the Board for a term of office continuing only until the next election of one or more directors by the Stockholders.

3.04.  Whenever the holders of any class or series of shares of the Corporation are entitled to elect one or more directors by the provisions of the Charter, any vacancies in such directorships and any newly created directorships of such class or series to be filled by reason of an increase in the number of such directors may be filled by the affirmative vote of a majority of the directors elected by such class or series then in office or by a sole remaining director so elected, or by the vote of the holders of the outstanding shares of such class or series, and such

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directorships shall not in any case be filled by the vote of the remaining directors or the holders of the outstanding shares as a whole unless otherwise provided in the Charter.

3.05.  At each election for directors, every Stockholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by such Stockholder for as many persons as there are directors to be elected and for whose election he has a right to vote, or to cumulate his votes by giving one candidate as many votes as the number of such directors multiplied by his shares shall equal, or by distributing such votes on the same principle.

Executive and Other Committees

3.06.  The Board, by resolution adopted by a majority of the Board, may designate from among its members an executive committee and one or more other committees, each of which shall be comprised of one or more members and, to the extent provided in such resolution, shall have and may exercise all of the authority of the Board, including the authority to declare dividends and to authorize the issuance of shares of the Corporation, to the extent permitted by law.  Committees shall keep regular minutes of their proceedings and report the same to the Board when required.

Meetings of Directors

3.07.  The directors of the Corporation may hold their meetings, both regular and special, either within or without the State of Delaware.

3.08.  The first meeting of each newly elected Board shall be held without further notice immediately following the annual meeting of Stockholders, and at the same place, unless by unanimous consent of the directors then elected and serving such time or place shall be changed.

3.09.  Regular meetings of the Board may be held without notice at such time and place as shall from time to time be determined by the Board.

3.10.  Special meetings of the Board may be called by the President on two days’ notice to each director, either personally or by mail, telecopy, or overnight courier; special meetings shall be called by the President or Secretary in like manner and on like notice on the written request of a majority of the directors.  Except as may be otherwise expressly provided by statute, the Charter, or these bylaws, neither the business to be transacted at, nor the purpose of, any special meeting needs to be specified in a notice or waiver of notice.

3.11.  At all meetings of the Board the presence of a majority of the full Board shall be necessary and sufficient to constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board, except as may be otherwise specifically provided by statute or by the Charter or by these bylaws.  If a quorum shall not be present at any meeting of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

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3.12.  Any action required or permitted to be taken at a meeting of the Board or any committee may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the members of the Board or committee, as the case may be.  Such consent shall have the same force and effect as a unanimous vote at a meeting.

3.13.  Subject to the provisions required or permitted by statute or the Charter for notice of meetings, members of the Board, or members of any committee designated by the Board, may participate in and hold a meeting of the Board or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Compensation of Directors

3.14.  Directors, as such, shall not receive any stated salary for their services, but, by resolution of the Board, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; provided that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

ARTICLE IV

NOTICES

4.01.  Whenever under the provisions of any applicable statute, the Charter or these bylaws, notice is required to be given to any director or Stockholder, and no provision is made as to how such notice shall be given, it shall not be construed to mean personal notice, but any such notice may be given by mail, postage prepaid, addressed to such director or Stockholder at such address as appears on the books of the Corporation.  Any notice required or permitted to be given by mail shall be deemed to be given at the time when the same shall be thus deposited in the United States mails as aforesaid.

4.02.  Whenever any notice is required to be given to any Stockholder or director of the Corporation under the provisions of any applicable statute, the Charter or these bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated in such notice, shall be deemed equivalent to the giving of such notice.

ARTICLE V

OFFICERS

5.01.  The officers of the Corporation shall be elected by the directors and shall include a Chairman of the Board, a President, a Treasurer and a Secretary.  The Board may also, at its discretion, elect a Vice Chairman of the Board, one or more Executive Vice Presidents or Vice Presidents and a Treasurer.  Such other officers, including assistant officers, and agents as may be

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deemed necessary may be elected or appointed by the Board.  Any two or more offices may be held by the same person.

5.02.  The Board at its first meeting after each annual meeting of Stockholders shall choose a Chairman of the Board and, at its discretion, a Vice Chairman of the Board, from its members; and a President, a Treasurer, a Secretary, and such other officers, including assistant officers, and agents as may be deemed necessary, none of whom need be a member of the Board.

5.03.  The Board may appoint such other officers and agents as it shall deem necessary, who shall be appointed for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

5.04.  The salaries of all officers and agents of the Corporation shall be fixed by the Board.  Unless so fixed by the Board each officer of the Corporation shall serve without remuneration.

5.05.  Each officer of the Corporation shall hold office until his successor is chosen and qualified in his stead or until his death or until his resignation or removal from office.  Any officer or agent elected or appointed by the Board may be removed at any time by the Board, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.  If the office of any officer becomes vacant for any reason, the vacancy may be filled by the Board.

Chairman of the Board

5.06.  The Chairman of the Board shall preside at all meetings of the stockholders and the Board.  He shall be ex-officio a member of all standing committees.  The Chairman shall have such other and further responsibility as may from time-to-time be assigned by the Board.

Chief Executive Officer

5.07.  The Board may by resolution designate one of the executive officers enumerated in Section 5.01 to serve as Chief Executive Officer.

Vice-Chairman of the Board

5.08.  The Vice-Chairman of the Board shall have duties assigned by the Board and shall preside in the absence of the Chairman, at all meetings of the Stockholders and the Board.  He shall be ex-officio a member of all standing committees.

The President

5.09.  The President shall be the chief operating and executive officer of the Corporation, shall have the general powers and duties of oversight, supervision and management of the business and affairs of the Corporation and shall see that all orders and resolutions of the Board are carried into effect.  He shall be an ex-officio member of all standing committees of the Board.

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The Secretary and Assistant Secretaries

5.10.  The Secretary shall attend all sessions of the Board and all meetings of the Stockholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose and shall perform like duties for any committees when required.  The Secretary shall give, or cause to be given, notice of all meetings of the Stockholders and special meetings of the Board, and shall perform such other duties as may be prescribed by the Board or the President, under whose supervision the Secretary shall be.

5.11.  Each Assistant Secretary shall have such powers and perform such duties as the Board may from time to time prescribe or as the President may from time to time delegate.

The Treasurer

5.12.  The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements of the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board.

5.13.  The Treasurer shall disburse the funds of the corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the directors, at the regular meetings of the Board, or whenever they may require it, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation, and shall perform such other duties as the Board may prescribe or as the President may from time to time delegate.

5.14.  If required by the Board, the Treasurer shall give the Corporation a bond in such form, in such sum, and with such surety or sureties as shall be satisfactory to the Board for the faithful performance of the duties of the office of Treasurer and for the restoration to the Corporation, in case of death, resignation, retirement, or removal from office, of all books, papers, vouchers, money, and other property of whatever kind in the Treasurer’s possession or under the Treasurer’s control belonging to the Corporation.

5.15.  Each Assistant Treasurer shall have such powers and perform such duties as the Board may from time to time prescribe or as the President may from time to time delegate.

Other Offices

5.16.  Any Executive Vice President, Vice President, or other officer elected by the Board shall have such powers and perform such duties as the Board may from time to time prescribe or as the President may from time to time delegate.

ARTICLE VI

CERTIFICATES REPRESENTING SHARES

6.01.  Certificates in such form as may be determined by the Board shall be delivered representing all shares to which Stockholders are entitled.  Such certificates shall be consecutively numbered and shall be entered in the books of the Corporation as they are issued. 

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Each certificate shall state on the face thereof the name of the Corporation, the name to whom the certificate is issued, the number and class of shares and the designation of the series, if any, which such certificate represents, the par value of such shares or a statement that such shares are without par value, and that the Corporation is organized under the laws of State of Delaware.  Each certificate shall be signed by either the President or any Vice President then in office and by either the Secretary, an Assistant Secretary, or any Treasurer then in office, and may be sealed with the seal of the Corporation or a facsimile thereof.  If any certificate is countersigned by a transfer agent, or an assistant transfer agent or registered by a registrar, other than the Corporation or an employee of the Corporation, the signature of any such officer of the Corporation may be a facsimile. Whenever the Corporation shall be authorized to issue more than one class of stock, there shall be (1) set forth conspicuously upon the face or back of each certificate a full statement of (a) all of the designations, preferences, limitations, and relative rights of the shares of each class authorized to be issued and (b) if the Corporation is authorized to issue any preferred or special class in series, the variations in the relative rights and preferences of the shares of each series so far as the same have been fixed and determined and the authority of the Board to fix and determine the relative rights and preferences of subsequent series; or (2) stated conspicuously on the face or back of the certificate that (a) such a statement is set forth in the Charter on file in the office of the Secretary of State of Delaware and (b) the Corporation will furnish a copy of such statement to the record holder of the certificate without charge upon request to the Corporation at its principal place of business or registered office.  Whenever the Corporation by the Charter has limited or denied the preemptive rights of Stockholders to acquire unissued or treasury shares of the Corporation, each certificate (1) shall conspicuously set forth upon the face or back of such certificate a full statement of the limitation or denial of preemptive rights contained in the Charter, or (2) shall conspicuously state on the face or back of the certificate that (a) such statement is set forth in the Charter on file in the office of the Secretary of State of Delaware and (b) the Corporation will furnish a copy of such statement to the record holder of the certificate without charge upon request to the Corporation at its principal place of business or registered office.  If any restriction on the transfer or the registration of the transfer of shares shall be imposed or agreed to by the Corporation, as permitted by law, each certificate representing shares so restricted (1) shall conspicuously set forth a full or summary statement of the restriction on the face of the certificate, or (2) shall set forth such statement on the back of the certificate and conspicuously refer to the same on the face of the certificate, or (3) shall conspicuously state on the face or back of the certificate that such a restriction exists pursuant to a specified document and (a) that the Corporation will furnish to the record holder of the certificate without charge upon written request to the corporation at its principal place of business or registered office a copy of the specified document, or (b) if such document is one required or permitted to be and has been filed under the General Corporation Law of the State of Delaware, that such document is on file in the office of the Secretary of State of Delaware and contains a full statement of such restriction.

Lost Certificates

6.02.  The Board may direct a new certificate representing shares to be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to be lost or destroyed.  When authorizing such issue of a new certificate, the Board, in its discretion and as a condition precedent to the issuance thereof, may require the owner of such lost or destroyed certificate, or

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his legal representative, to advertise the same in such manner as it shall require and/or give the Corporation a bond in such form, in such sum, and with such surety or sureties as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost or destroyed.

Transfer of Shares

6.03.  Upon presentation to the Corporation or the transfer agent of the Corporation with a request to register the transfer of a certificate representing shares duly endorsed and otherwise meeting the requirements for transfer specified by State of Delaware law, it shall be the duty of the Corporation or the transfer agent of the Corporation to register the transfer as requested.

Registered Stockholders

6.04.  Prior to due presentment for transfer, the Corporation may treat the registered owner of any share or shares of stock as the person exclusively entitled to vote, to receive notifications, and otherwise to exercise all rights and powers of an owner.

ARTICLE VII

GENERAL PROVISIONS

Dividends

7.01.  Dividends upon the outstanding shares of the Corporation, subject to the provisions of the Charter, if any, may be declared by the Board at any regular or special meeting of the Board or by any committee of the Board so authorized.  Dividends may be paid in cash, in property, or in shares of the Corporation, subject to the provisions of any applicable statute or the Charter.  The Board may fix in advance a record date for the purpose of determining Stockholders entitled to receive payment of any dividend, such record date to be not more than fifty days prior to the payment date of such dividend, or the Board may close the stock transfer books for such purpose for a period of not more than fifty days prior to the payment date of such dividend.  In the absence of any action by the Board, the date upon which the Board adopts the resolution declaring such dividend shall be the record date,

Reserves

7.02.  There may be created by resolution of the Board out of the surplus of the Corporation such reserve or reserves as the directors from time to time, in their discretion, think proper to provide for contingencies, or to repair or maintain any property of the Corporation, or for such other purpose as the directors shall think beneficial to the Corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

Checks

7.03.  All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board may from time to time designate.

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Execution of Contracts, Deeds, Etc.

7.04.  The Board may authorize any officer or officers, agent or agents, in the name and on behalf of the Corporation, to enter into or execute and deliver any and all deeds, bonds, mortgages, contracts and other obligations or instruments, and such authority may be general or confined to specific instances.

Fiscal Year

7.05.  The fiscal year of the Corporation shall be fixed by resolution of the Board.

Voting of Securities

7.06.  Unless otherwise directed by the Board, the President shall have full power and authority on behalf of the Corporation to attend, vote and act, and to execute and deliver in the name and on behalf of the Corporation a proxy authorizing an agent or attorney-in-fact for the Corporation to attend, vote and act, at any meeting of security holders of any corporation in which the Corporation may hold securities and to execute and deliver in the name and on behalf of the Corporation any written consent of security holders in lieu of any such meeting, and at any such meeting he, or the agent or the attorney-in-fact duly authorized by him, shall possess and may exercise any and all rights and powers incident to the ownership of such securities which the Corporation as the owner thereof might have possessed or exercised if present.  The Board may by resolution from time to time confer like power upon any other person or persons.

Indemnification

7.07  (a)  Subject to any limitation which may be contained in the Charter, the Corporation shall to the full extent permitted by law, indemnify any person who was, is, or is threatened to be made a named defendant or respondent to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, arbitral, administrative, or investigative, any appeal in such action, suit, or proceeding, and any inquiry or investigation that could lead to such an action, suit, or proceeding, because such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise, against judgments, penalties (including excise and similar taxes), fines, settlements, and reasonable expenses (including attorneys’ fees) actually incurred by such person in connection with such action, suit, or proceeding.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that an individual did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

(b)  Subject to any limitation which may be contained in the Charter, the Corporation shall, to the full extent permitted by law, pay or reimburse on a current basis the expenses incurred by any person described in subsection (a) of this Section 7.07 in connection with any

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such action, suit, or proceeding in advance of the final disposition thereof, if the Corporation has received (i) a written affirmation by the recipient of his good faith belief that he has met the standard of conduct necessary for indemnification and (ii) a written undertaking by or on behalf of the director to repay the amount paid or reimbursed if it is ultimately determined that he has not satisfied such standard of conduct or if indemnification is prohibited by law.

(c)  If required by law at the time such payment is made, any payment of indemnification or advance of expenses to a director shall be reported in writing to the stockholders with or before the notice or waiver of notice of the next Stockholder’s meeting or with or before the next submission to Stockholders of a consent to action without a meeting, within the 12-month period immediately following the date of the indemnification or advance.

(d)  The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation or who is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise, against any liability asserted against him and incurred by him in such a capacity or arising out of his status as such a person, whether or not the corporation would have the power to indemnify him against that liability under this article, subject to any restrictions imposed by law.  The Corporation may create a trust fund, establish any form of self-insurance, grant a security interest or other lien on the assets of the Corporation, or use other means (including, without limitation, a letter of credit, guarantee or surety arrangement) to ensure the payment of such sums as may become necessary to effect indemnification as provided herein.

(e)  The rights provided under this Section 7.07 shall not be deemed exclusive of any other rights permitted by law to which such person may be entitled under any provision of the Charter, a resolution of Stockholders or directors of the Corporation, an agreement or otherwise, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.  The rights provided in this Section 7.07 shall be deemed to be provided by a contract between the Corporation and the individuals who serve in the capacities described in subsection (a) hereof at any time while these bylaws are in effect, and no repeal or modification of this Section 7.07 by the Stockholders shall adversely affect any right of any person otherwise entitled to indemnification by virtue of this Section 7.07 at the time of such repeal or modification.

ARTICLE VIII

AMENDMENTS

8.01.  The Board may amend or repeal these bylaws or adopt new bylaws, unless:

(1)the Charter or statute reserves the power exclusively to the Stockholders in whole or part; or

(2)the Stockholders in amending, repealing or adopting a particular bylaw expressly provide that the Board may not amend or repeal such bylaw.

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8.02.  Unless the Charter or a bylaw adopted by the Stockholders provides otherwise as to all or some portion of the Corporation’s bylaws, the Stockholders may amend, repeal, or adopt bylaws of the Corporation even though such bylaws may also be amended, repealed or adopted by the Board.

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EX-3.93

Exhibit 3.93

CERTIFICATE OF INCORPORATION

OF

EMCARE HOLDCO, INC.

1.    The name of the corporation is EmCare HoldCo, Inc. (the “Corporation”).

2.    The address of the Corporation’s registered office in Delaware is 2711 Centerville Road, Suite 400, Wilmington (New Castle County), Delaware 19808. Corporation Service Company is the Corporation’s registered agent at that address.

3.    The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law.

4.    The Corporation shall have authority to issue a total of 100 shares of common stock of the par value of $0.01 per share.

5.    The name of the sole incorporator is Garth B. Thomas and his mailing address is c/o Kaye Scholer LLP, 425 Park Avenue, New York, New York 10022.

6.    The Board of Directors shall have the power to make, alter or repeal the by-laws of the Corporation.

7.    The election of the Board of Directors need not be by written ballot.

8.    The Corporation shall indemnify to the fullest extent permitted by Section 145 of the General Corporation Law of Delaware as amended from time to time each person who is or was a director of the Corporation and the heirs, executors and administrators of such a person.

9.    No director shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director for any act or omission occurring subsequent to the date when this provision becomes effective, except that he may be liable (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law or (iv) for any transaction from which the director derived an improper personal benefit.

10.   Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under Section 279 of Title 8 of the Delaware Code order a meeting of the

creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.

11.   The Corporation elects not to be governed by Section 203 of the Delaware General Corporation Law.

Dated: December 29, 2004

/s/ Garth B. Thomas

Garth B. Thomas

Sole Incorporator

EX-3.94

Exhibit 3.94

AMENDED AND RESTATED

BY-LAWS

of

EMCARE HOLDCO, INC.

1. MEETINGS OF STOCKHOLDERS.

1.1 Annual Meeting. The annual meeting of stockholders shall be held on such date and at such time as shall be designated from time to time by the board of directors (the “Board”) and stated in the notice of the meeting.

1.2 Special Meetings. Special meetings of the stockholders may be called by resolution of the Board or by the president and shall be called by the chief executive officer, president or secretary upon the written request (stating the purpose or purposes of the meeting) of a majority of the directors then in office or of the holders of 51% of the outstanding shares entitled to vote. Only business related to the purposes set forth in the notice of the meeting may be transacted at a special meeting.

1.3 Place and Time of Meetings. Meetings of the stockholders may be held in or outside Delaware at the place and time specified by the Board or the directors or stockholders requesting the meeting.

1.4 Notice of Meetings; Waiver of Notice. Written notice of each meeting of stockholders shall be given to each stockholder entitled to vote at the meeting, except that (a) it shall not be necessary to give notice to any stockholder who submits a signed waiver of notice before or after the meeting, and (b) no notice of an adjourned meeting need be given except when required under Section 1.5 of these by-laws or by law. Each notice of a meeting shall be given, personally or by mail, not less than 10 nor more than 60 days before the meeting and shall state the time and place of the meeting, and unless it is the annual meeting, shall state at whose direction or request the meeting is called and the purposes for which it is called. If mailed, notice shall be considered given when mailed to a stockholder at his address on the corporation’s records. The attendance of any stockholder at a meeting, without protesting at the beginning of the meeting that the meeting is not lawfully called or convened, shall constitute a waiver of notice by him.

1.5 Quorum. At any meeting of stockholders, the presence in person or by proxy of the holders of a majority of the shares entitled to vote shall constitute a quorum for the transaction of any business. In the absence of a quorum a majority in voting interest of those present or, if no stockholders are present, any officer entitled to preside at or to act as secretary of the meeting, may adjourn the meeting until a quorum is present. At any adjourned meeting at which a quorum is present any action may be taken which might have been taken at the meeting as originally called. No notice of an adjourned meeting need be given if the time and place are announced at the meeting at which the adjournment is taken except that, if adjournment is for

more than thirty days or if, after the adjournment, a new record date is fixed for the meeting, notice of the adjourned meeting shall be given pursuant to Section 1.4.

1.6 Voting; Proxies. Each stockholder of record shall be entitled to one vote for every share registered in his name. Corporate action to be taken by stockholder vote, other than the election of directors, shall be authorized by a majority of the votes cast at a meeting of stockholders, except as otherwise provided by law or by Section 1.8 of these by-laws. Directors shall be elected in the manner provided in Section 2.1 of these by-laws. Voting need not be by ballot unless requested by a stockholder at the meeting or ordered by the chairman of the meeting; however, all elections of directors shall be by written ballot, unless otherwise provided in the certificate of incorporation. Each stockholder entitled to vote at any meeting of stockholders or to express consent to or dissent from corporate action in writing without a meeting may authorize another person to act for him by proxy. Every proxy must be signed by the stockholder or his attorney-in-fact. No proxy shall be valid after three years from its date unless it provides otherwise.

1.7 List of Stockholders. Not less than 10 days prior to the date of any meeting of stockholders, the secretary of the corporation shall prepare a complete list of stockholders entitled to vote at the meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in his name. For a period of not less than 10 days prior to the meeting, the list shall be available during ordinary business hours for inspection by any stockholder for any purpose germane to the meeting. During this period, the list shall be kept either (a) at a place within the city where the meeting is to be held, if that place shall have been specified in the notice of the meeting, or (b) if not so specified, at the place where the meeting is to be held. The list shall also be available for inspection by stockholders at the time and place of the meeting.

1.8 Action by Consent Without a Meeting. Any action required or permitted to be taken at any meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voting. Prompt notice of the taking of any such action shall be given to those stockholders who did not consent in writing.

2. BOARD OF DIRECTORS.

2.1 Number, Qualification, Election and Term of Directors. The business of the corporation shall be managed by the Board which shall consist of two directors and may be increased or decreased at any time and from time to time by resolution of the Board, without amendment to the bylaws, but no decrease may shorten the term of any incumbent director. Directors shall be elected at each annual meeting of stockholders by a plurality of the votes cast and shall hold office until the next annual meeting of stockholders and until the election and qualification of their respective successors, subject to the provisions of Section 2.9. As used in these by-laws, the term “entire Board” means the total number of directors which the corporation would have if there were no vacancies on the Board.

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2.2 Quorum and Manner of Acting. A majority of the directors then in office shall constitute a quorum for the transaction of business at any meeting, except as provided in Section 2.10 of these by-laws. Action of the Board shall be authorized by the vote of a majority of the directors present at the time of the vote if there is a quorum, unless otherwise provided by law or these by-laws. In the absence of a quorum a majority of the directors present may adjourn any meeting from time to time until a quorum is present.

2.3 Place of Meetings. Meetings of the Board may be held in or outside Delaware.

2.4 Annual and Regular Meetings. Annual meetings of the Board, for the election of officers and consideration of other matters, shall be held either (a) without notice immediately after the annual meeting of stockholders and at the same place, or (b) as soon as practicable after the annual meeting of stockholders, on notice as provided in Section 2.6 of these by-laws. Regular meetings of the Board may be held without notice at such times and places as the Board determines. If the day fixed for a regular meeting is a legal holiday, the meeting shall be held on the next business day.

2.5 Special Meetings. Special meetings of the Board may be called by the chief executive officer or the president or by any one of the directors. Only business related to the purposes set forth in the notice of meeting may be transacted at a special meeting.

2.6 Notice of Meetings; Waiver of Notice. Notice of the time and place of each special meeting of the Board, and of each annual meeting not held immediately after the annual meeting of stockholders and at the same place, shall be given to each director by mailing it to him at his residence or usual place of business at least three days before the meeting, or by delivering it to him via delivery, telephone or facsimile at least two days before the meeting. Notice of a special meeting shall also state the purpose or purposes for which the meeting is called. Notice need not be given to any director who submits a signed waiver of notice before or after the meeting or who attends the meeting without protesting at the beginning of the meeting the transaction of any business because the meeting was not lawfully called or convened. Notice of any adjourned meeting need not be given, other than by announcement at the meeting at which the adjournment is taken.

2.7 Board or Committee Action Without a Meeting. Any action required or permitted to be taken by the Board or by any committee of the Board may be taken without a meeting if all of the members of the Board or of the committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents by the members of the Board or the committee shall be filed with the minutes of the proceeding of the Board or of the committee.

2.8 Participation in Board or Committee Meetings by Conference Telephone. Any or all members of the Board or of any committee of the Board may participate in a meeting of the Board or of the committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at the meeting.

2.9 Resignation and Removal of Directors. Any director may resign at any time by delivering his resignation in writing to the chief executive officer, president or secretary of the corporation, to take effect at the time specified

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in the resignation; the acceptance of a

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resignation, unless required by its terms, shall not be necessary to make it effective. Any or all of the directors may be removed at any time, either with or without cause, by vote of the stockholders.

2.10 Vacancies. Any vacancy in the Board, including one created by an increase in the number of directors, may be filled for the unexpired term by a majority vote of the remaining directors, though less than a quorum.

2.11 Compensation. Directors shall receive such compensation as the Board determines, together with reimbursement of their reasonable expenses in connection with the performance of their duties. A director may also be paid for serving the corporation, its affiliates or subsidiaries in other capacities.

3. COMMITTEES.

3.1 Executive Committee. The Board, by resolution adopted by a majority of the entire Board, may designate an Executive Committee of one or more directors which shall have all the powers and authority of the Board, except as otherwise provided in the resolution, section 141(c) of the Delaware General Corporation Law, or any other applicable law. The members of the Executive Committee shall serve at the pleasure of the Board. All action of the Executive Committee shall be reported to the Board at its next meeting.

3.2 Other Committees. The Board, by resolution adopted by a majority of the entire Board, may designate other committees of directors of one or more directors, which shall serve at the Board’s pleasure and have such powers and duties as the Board determines.

3.3 Rules Applicable to Committees. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of a committee, the member or members present at a meeting of the committee and not disqualified, whether or not a quorum, may unanimously appoint another director to act at the meeting in place of the absent or disqualified member. All action of a committee shall be reported to the Board at its next meeting. Each committee shall adopt rules of procedure and shall meet as provided by those rules or by resolutions of the Board.

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4. OFFICERS.

4.1 Number; Security. The executive officers of the corporation shall be, the chief executive officer, the president, the chief financial officer, one or more vice presidents (including an executive vice president, if the Board so determines), a secretary and a treasurer. Any two or more offices may be held by the same person except the offices of president and secretary. The Board may require any officer, agent or employee to give security for the faithful performance of his duties.

4.2 Election; Term of Office. The executive officers of the corporation shall be elected annually by the Board and each such officer shall hold office until the next annual meeting of the Board and until the election of his successor, subject to the provisions of Section 4.4.

4.3 Subordinate Officers. The Board may appoint subordinate officers (including assistant secretaries and assistant treasurers), agents or employees, each of whom shall hold office for such period and have such powers and duties as the Board determines. The Board may delegate to any executive officer or to any committee the power to appoint and define the powers and duties of any subordinate officers, agents or employees.

4.4 Resignation and Removal of Officers. Any officer may resign at any time by delivering his resignation in writing to the chief executive officer, president or secretary of the corporation, to take effect at the time specified in the resignation; the acceptance of a resignation, unless required by its terms, shall not be necessary to make it effective. Any officer appointed by the Board or appointed by an executive officer or by a committee may be removed by the Board either with or without cause, and in the case of an officer appointed by an executive officer or by a committee, by the officer or committee who appointed him or by the president.

4.5 Vacancies. A vacancy in any office may be filled for the unexpired term in the manner prescribed in Sections 4.2 and 4.3 of these by-laws for election or appointment to the office.

4.6 The Chief Executive Officer. The chief executive officer shall be the chief executive officer of the corporation and shall preside at all meetings of the Board and of the stockholders. Subject to the control of the Board, he shall have general supervision over the business of the corporation and shall have such other powers and duties as chief executive officers of corporations usually have or as the Board assigns to him.

4.7 The President. The president shall be the president of the corporation. Subject to the control of the Board, he shall have such other powers and duties as presidents of corporations usually have or as the Board or the chief executive officer assigns to him.

4.8 Vice President. Each vice president shall have such powers and duties as the Board or the president assigns to him.

4.9 The Chief Financial Officer. The chief financial officer shall be the chief financial officer of the corporation and shall be in charge of the corporation’s books and accounts.

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Subject to the control of the Board, he shall have such other powers and duties as the Board or the chief executive officer or the president assigns to him.

4.10 The Treasurer. The treasurer shall be the treasurer of the corporation. Subject to the control of the Board, he shall have such other powers and duties as the Board or the chief financial officer or the president assigns to him.

4.11 The Secretary. The secretary shall be the secretary of, and keep the minutes of, all meetings of the Board and of the stockholders, shall be responsible for giving notice of all meetings of stockholders and of the Board, and shall keep the seal and, when authorized by the Board, apply it to any instrument requiring it. Subject to the control of the Board, he shall have such powers and duties as the Board or chief executive officer or the president assigns to him. In the absence of the secretary from any meeting, the minutes shall be kept by the person appointed for that purpose by the presiding officer.

4.12 Salaries. The Board may fix the officers’ salaries, if any, or it may authorize the president to fix the salary of any other officer.

5. SHARES.

5.1 Certificates. The corporation’s shares shall be represented by certificates in the form approved by the Board. Each certificate shall be signed by, the president or a vice president and by the secretary or an assistant secretary, or the treasurer or an assistant treasurer, and shall be sealed with the corporation’s seal or a facsimile of the seal. Any or all of the signatures on the certificate may be a facsimile.

5.2 Transfers. Shares shall be transferable only on the corporation’s books, upon surrender of the certificate for the shares, properly endorsed. The Board may require satisfactory surety before issuing a new certificate to replace a certificate claimed to have been lost or destroyed.

5.3 Determination of Stockholders of Record. The Board may fix, in advance, a date as the record date for the determination of stockholders entitled to notice of or to vote at any meeting of the stockholders, or to express consent to or dissent from any proposal without a meeting, or to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action. The record date may not be more than 60 or less than 10 days before the date of the meeting or more than 60 days before any other action.

6. MISCELLANEOUS.

6.1 Seal. The Board shall adopt a corporate seal, which shall be in the form of a circle and shall bear the corporation’s name and the year and state in which it was incorporated.

6.2 Fiscal Year. The Board may determine the corporation’s fiscal year. Until changed by the Board, the corporation’s fiscal year shall be the calendar year.

6.3 Voting of Shares in Other Corporations. Shares in other corporations which are held by the corporation may be represented and voted by the chief executive officer, president or a

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vice president of this corporation or by proxy or proxies appointed by one of them. The Board may, however, appoint some other person to vote the shares.

6.4 Amendments. By-laws may be amended, repealed or adopted by the stockholders or by a majority of the entire Board, but any by-law adopted by the Board may be amended or repealed by the stockholders.

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EX-3.95

Exhibit 3.95

RESTATED CERTIFICATE OF INCORPORATION

OF

EMCARE HOLDINGS INC.

EMCARE HOLDINGS INC., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:

The name of the Corporation is EmCare Holdings Inc. EmCare Holdings Inc. was originally incorporated under the same name, and the original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on January 9, 1992.

This Restated Certificate of Incorporation was duly adopted in accordance with the applicable provisions of Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware and written notice of such action by written consent of stockholders has been given in accordance with said Section 228.

Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware, this Restated Certificate of Incorporation restates and integrates and further amends the provisions of the Certificate of Incorporation of this Corporation.

The text of the Certificate of Incorporation as heretofore amended or supplemented is hereby restated and further amended to read in its entirety as follows:

FIRST. The name of the corporation is EMCARE HOLDINGS INC.

SECOND. The address of the corporation’s registered office in the State of Delaware is 1013 Centre Road, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is Corporation Service Company.

THIRD. The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware, as amended.

FOURTH. The total number of shares of stock which the corporation shall have authority to issue is One Thousand Five Hundred (1,500) shares of Common Stock of no par value per share.

Any and all right, title, interest and claim in or to any dividends declared by the corporation, whether in cash, stock or otherwise, which are unclaimed by the stockholder entitled thereto for a period of six years after the close of business on the payment date shall be and be deemed to be extinguished and abandoned, and any such unclaimed dividends in the possession of the corporation, its transfer agents or other agents or depositories shall at such time become the absolute property of the corporation, free and clear of any and all claims of any persons whatsoever.

FIFTH. In furtherance and not in limitation of the powers conferred by statute, the board of directors of the corporation is expressly authorized:

(1)  To adopt, amend or repeat the by-laws of the corporation and

(2)  To provide for the indemnification of directors, officers, management, employees and agents of the corporation, and of persons who serve other enterprises in such or similar capacities at the request of the corporation, to the full extent permitted by the General Corporation Law of Delaware, as amended, or any other applicable laws, as may from time to time be in effect.

SIXTH. No person shall be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided, however, that the foregoing shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware or (iv) for any transaction from which the director derived an improper personal benefit. If the Delaware General Corporation Law is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended. Any repeal or modification of this Article SIXTH by the stockholders of the corporation shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification.

SEVENTH. Elections of directors need not be by written ballot unless the by-laws of the corporation shall so provide.

EIGHTH. Action may be taken by the stockholders of the corporation, without a meeting, by written consent as and to the extent provided at the time by the General Corporation Law of Delaware, as amended, provided that the matter to be acted upon by such written consent previously has been approved by the board of directors of the corporation and directed by such board to be submitted to the stockholders for their action thereon by written consent.

NINTH. Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of section 291 of Title 11 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any

reorganization of this corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

ELEVENTH. The corporation reserves the right to amend its certificate of incorporation, and thereby to change or repeal any provision therein contained, from time, to time, in the manner prescribed at the time by statute, and all rights conferred upon stockholders by such certificate of incorporation are granted subject to this reservation.

[SIGNATURES ON NEXT PAGE]

IN WITNESS WHEREOF, this Restated Certificate of Incorporation has been executed on behalf of the Corporation this 10th day of September, 1997.

EMCARE HOLDINGS INC.
By:	/s/ William F. Miller, III
William F. Miller, III
Authorized Officer (President)

3

EX-3.96

Exhibit 3.96

AMENDED AND RESTATED

BYLAWS

OF

EMCARE HOLDINGS INC.

ARTICLE I

OFFICES

1. REGISTERED OFFICE. The registered office and registered agent of EmCare Holdings Inc., a Delaware corporation (the “Corporation”) shall be the registered office and registered agent established pursuant to the certificate of incorporation, as amended, of the Corporation (the “Charter”).

2. OTHER OFFICES. The Corporation may have offices at such other places, both within and without the State of Delaware, as the Board of Directors of the Corporation (the “Board of Directors”) determines or the business of the Corporation requires.

ARTICLE II

CAPITAL STOCK

1. CERTIFICATES REPRESENTING STOCK. Certificates representing stock in the Corporation shall be signed by, or in the name of, the Corporation by the Chairman of the Board of Directors or the Vice-Chairman of the Board of Directors, if any, or by the President and by the Secretary or an Assistant Secretary of the Corporation. Any or all of the signatures on any such certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue.

Whenever the Corporation shall be authorized to issue more than one class of stock or more than one series of any class of stock, and whenever the Corporation shall issue any shares of its stock as partly paid stock, the certificates representing shares of any such class or series or of any such partly paid stock shall set forth thereon the statements prescribed by the General Corporation Law. Any restrictions on the transfer or registration of transfer of any shares of stock of any class or series shall be noted conspicuously on the certificate representing such shares and either (i) the full text of the restriction or (ii) a statement of the existence of such restriction and that the holder of such certificate will be furnished, without charge, a copy thereof, shall be set forth on the face or back of the certificate.

The Corporation may issue a new certificate of stock or uncertificated shares in place of any certificate theretofore issued by it, alleged to have been lost, stolen, or destroyed, and the Board of Directors may require the owner of the lost, stolen, or destroyed certificate, or his legal representative, to agree to indemnify or give the Corporation a bond sufficient to indemnify the Corporation against any claim that may be made against it on account of the alleged loss, theft, or destruction of any such certificate or the issuance of any such new certificate or uncertificated shares.

2. UNCERTIFICATED SHARES. Subject to any conditions imposed by the General Corporation Law, the Board of Directors of the Corporation may provide by resolution or resolutions that some or all of any or all classes or series of the stock of the Corporation shall be uncertificated shares. Within a reasonable time after the issuance or transfer of any uncertificated shares, the Corporation shall send to the registered owner thereof any written notice prescribed by the General Corporation Law.

3. FRACTIONAL SHARE INTERESTS. The Corporation may, but shall not be required to, issue fractions of a share. If the Corporation does not issue fractions of a share, it shall (A) arrange for the disposition of fractional interests by those entitled thereto, (B) pay in cash the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined, or (C) issue scrip or warrants in registered form (either represented by a certificate or uncertificated) or bearer form (represented by a certificate) which shall entitle the holder to receive a full share upon the surrender of such scrip or warrants aggregating a full share. A certificate for a fractional share or an uncertificated fractional share shall, but scrip or warrants shall not unless otherwise provided therein, entitle the holder to exercise voting rights, to receive dividends thereon, and to participate in any of the assets of the Corporation in the event of liquidation. The Board of Directors may cause scrip or warrants to be issued subject to the conditions that they shall become void if not exchanged for certificates representing the full shares or uncertificated full shares before a specified date, or subject to the conditions that the shares for which scrip or warrants are exchangeable may be sold by the Corporation and the proceeds thereof distributed to the holders of scrip or warrants, or subject to any other conditions which the Board of Directors may impose.

4. STOCK TRANSFERS. Upon compliance with provisions restricting the transfer or registration of transfer of shares of stock, if any, transfers or registration of transfers of shares of stock of the Corporation shall be made only on the stock ledger of the Corporation by the registered holder thereof, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation or with a transfer agent or a registrar, if any, and, in the case of shares represented by certificates, on surrender of the certificate or certificates for such shares of stock properly endorsed and the payment of all taxes due thereon.

5. RECORD DATE FOR STOCKHOLDERS. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of

Directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion, or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

6. MEANING OF CERTAIN TERMS. As used herein in respect of the right to notice of a meeting of stockholders or a waiver thereof or to participate or vote thereat or to consent or dissent in writing in lieu of a meeting, as the case may be, the term “share” or “shares” or “share of stock” or “shares of stock” or “stockholder” or “stockholders” refers to an outstanding share or shares of stock and to a holder or holders of record of outstanding shares of stock when the Corporation is authorized to issue only one class of shares of stock, and said reference is also intended to include any outstanding share or shares of stock and any holder or holders of record of outstanding shares of stock of any class upon which or upon whom the Charter confers such rights where there are two or more classes or series of shares of stock or upon which or upon whom the General Corporation Law confers such rights notwithstanding that the Charter may provide for more than one class or series of shares of stock, one or more of which are limited or denied such rights thereunder; provided, however, that no such right shall vest in the event of an increase or a decrease in the authorized number of shares of stock of any class or series which is otherwise denied voting rights under the provisions of the Charter, except as any provision of law may otherwise require.

ARTICLE III

STOCKHOLDERS

1. TIME OF MEETINGS. The annual meeting shall be held on the date and at the time fixed, from time to time, by the directors or the Chairman of the Board or the President, provided, that each annual meeting shall be held on a date within thirteen months after the date of the preceding annual meeting. A special meeting shall be held on the date and at the time fixed by the directors.

2. PLACE OF MEETINGS. Annual meetings and special meetings shall be held at such place, within or without the State of Delaware, as the directors or the Chairman of

the Board or the President may, from time to time, fix. Whenever the directors or the Chairman of the Board or the president shall fail to fix such place, the meeting shall be held at the registered office of the Corporation in the State of Delaware.

3. SPECIAL MEETINGS. Special meetings of stockholders may be called at any time only by the Chairman of the Board of Directors or President and business transacted at any special meeting of stockholders shall be limited to matters relating to the purpose or purposes stated in the notice of meeting.

4. NOTICE OR WAIVER OF NOTICE. Written notice of all meetings shall be given, stating the place, date, and hour of the meeting and stating the place within such city or other municipality or community at which, and the period during which, the list of stockholders of the Corporation may be examined. The notice of an annual meeting shall state that the meeting is called for the election of directors and for the transaction of other business which may properly come before the meeting, and shall (if any other action which could be taken at a special meeting is to be taken at such annual meeting) state the purpose or purposes. The notice of a special meeting shall in all instances state the purpose or purposes for which the meeting is called. The notice of any meeting shall also include, or be accompanied by, any additional statements, information, or documents prescribed by the General Corporation Law. Except as otherwise provided by the General Corporation Law, a copy of the notice of any meeting shall be given, personally or by mail, not less than ten days nor more than sixty days before the date of the meeting, unless the lapse of the prescribed period of time shall have been waived, and directed to each stockholder at his record address or at such other address which he may have furnished by request in writing to the Secretary of the Corporation. Notice by mail shall be deemed to be given when deposited, with postage thereon prepaid, in the United States Mail. If a meeting is adjourned to another time, not more than thirty days hence, and/or to another place, and if an announcement of the adjourned time and/or place is made at the meeting, it shall not be necessary to give notice of the adjourned meeting unless the directors, after adjournment, fix a new record date for the adjourned meeting. Notice need not be given to any stockholder who submits a written waiver of notice signed by him before or after the time stated therein. Attendance of a stockholder at a meeting of stockholders shall constitute a waiver of notice of such meeting, except when the stockholder attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice.

5. ADJOURNMENTS. Any meeting of stockholders may be adjourned to any other time and to any other place at which a meeting of stockholders may be held under these Bylaws by the stockholders present or represented at the meeting and entitled to vote, although less than a quorum, or, if no stockholder is present, by any officer entitled to preside at or to act as Secretary of such meeting. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting.

6. STOCKHOLDER LIST. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of

stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city or other municipality or community where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by this section or the books of the Corporation, or to vote at any meeting of stockholders.

7. CONDUCT OF MEETING. Meetings of the stockholders shall be presided over by one of the following officers in the order of seniority and if present and acting: the Chairman of the Board, the Vice-Chairman of the Board, if any, the President, a Vice-President, or, if none of the foregoing is in office and present and acting, by a chairman to be chosen by the stockholders. The Secretary of the Corporation, or in his absence, an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present the Chairman of the meeting shall appoint a secretary of the meeting.

8. INTRODUCTION OF BUSINESS AT MEETINGS.

A. Annual Meetings of Stockholders.

(1) Nominations of persons for election to the Board of Directors and the proposal of business to be considered by the stockholders may be made at an annual meeting of stockholders only (a) of the persons and business specified in the Corporation’s notice of meeting, (b) by or at the direction of the Board of Directors or (c) by any stockholder of the Corporation who was a stockholder of record at the time of giving of notice provided for in this Paragraph 8, who is entitled to vote at the meeting and who complies with the notice procedures set forth in this Paragraph 8.

(2) For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (c) of paragraph (A)(1) of this Paragraph 8, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation and such other business must otherwise be a proper matter for stockholder action. To be timely, a stockholder’s notice shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the one hundred and twentieth (120th) day nor earlier than the close of business on the one hundred and fiftieth (150th) day prior to the first anniversary of the proxy statement delivered to stockholders in connection with the preceding year’s annual meeting; provided, however, that if no annual meeting was held in the preceding year or the date of the annual meeting has been changed by more than 30 days from the date contemplated at the time of such preceding year’s proxy statement, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the ninetieth (90th) day prior to such annual meeting and not later than the close

of business on the later of the sixtieth (60th) day prior to such annual meeting or the close of business on the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the Corporation. Such stockholder’s notice shall set forth (a) as to each person whom the stockholder proposes to nominate for election or reelection as a director all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected); (b) as to any meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner of stock, if any, on whose behalf the nomination or proposal is made and (c) as to the stockholder giving the notice and the beneficial owner of stock, if any, on whose behalf the nomination or proposal is made (i) the name and address of such stockholder, as they appear on the Corporation’s books, and of such beneficial owner and (ii) the class and number of shares of the Corporation that are owned beneficially and held of record by such stockholder and such beneficial owner.

(3) Notwithstanding anything in the second sentence of paragraph (A)(2) of this Paragraph 8 to the contrary, in the event that the number of directors to be elected to the Board of Directors of the Corporation is increased and there is no public announcement by the Corporation naming all of the nominees for director or specifying the size of the increased Board of Directors at least seventy (70) days prior to the first anniversary of the preceding year’s annual meeting (or, if the annual meeting is held more than thirty (30) days before or sixty (60) days after such anniversary date, at least seventy (70) days prior to such annual meeting), a stockholder’s notice required by this Paragraph 8 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive office of the Corporation not later than the close of business on the tenth (10th) day following the day on which such public announcement is first made by the Corporation.

B. Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nomination of persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting (a) by or at the direction of the Board of Directors or (b) provided that the Board of Directors has determined that directors shall be elected at such meeting, by any stockholder of the Corporation who is a stockholder of record at the time of giving of notice of the special meeting, who shall be entitled to vote at the meeting and who complies with the notice procedures set forth in this Paragraph 8. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board of Directors, any such stockholder may nominate a person or persons (as the case may be), for election to such position(s) as specified in the Corporation’s notice of meeting, if the stockholder’s notice required by paragraph (A)(2) of this Paragraph 8 shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the ninetieth (90th) day prior to such special meeting nor later than the close of business or the earlier of the sixtieth (60th) day prior to such special meeting or the tenth (10th) day following

the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting.

C. General.

(1) Only such persons who are nominated in accordance with the procedures set forth in this Paragraph 8 shall be eligible to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Paragraph 8. Except as otherwise provided by law or these Bylaws, the chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this Paragraph 8 and, if any proposed nomination or business is not in compliance herewith to declare that such defective proposal or nomination shall be disregarded.

(2) For purposes of this Paragraph 8, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to 13, 14 or 15(d) of the Exchange Act.

(3) Notwithstanding the foregoing provisions of this Paragraph 8, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth herein. Nothing in this Paragraph 8 shall be deemed to affect any rights (i) of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act or (ii) of the holders of any series of Preferred Stock to elect directors under specified circumstances.

9. PROXY REPRESENTATION. Every stockholder may authorize another person or persons to act for him by proxy in all matters in which a stockholder is entitled to participate, whether by waiving notice of any meeting, voting or participating at a meeting, or expressing consent or dissent without a meeting. Every proxy must be signed by the stockholder or by his attorney-in-fact. No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the Corporation generally.

10. INSPECTORS. The Corporation shall, in advance of any meeting, appoint one or more inspectors of election to act at the meeting or any adjournment thereof. The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting, the person presiding at the meeting shall appoint one or more inspectors. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors shall

determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the validity of ballots and proxies, and shall count all votes and ballots, and determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, and certify their determination of the number of shares represented at the meeting and their count of all votes and ballots. On request of the person presiding at the meeting, the inspector or inspectors, if any, shall make a report in writing of any challenge, question, or matter determined by him or them and execute a certificate of any fact found by him or them.

11. QUORUM. Except as otherwise provided by law, the Charter or these Bylaws, the holders of a majority of the outstanding shares of stock entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum at a meeting of stockholders for the transaction of any business. The stockholders present may adjourn the meeting despite the absence of a quorum.

12. VOTING. Except as provided in the Charter, each share of stock shall entitle the holder thereof to one vote and a proportionate vote for each fractional share so held. Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Any other action shall be authorized by a majority of the votes cast except where the General Corporation Law prescribes a different percentage of votes and/or a different exercise of voting power, and except as may be otherwise prescribed by the provisions of the Original Common Stock and these Bylaws. In the election of directors, and for any other action, voting need not be by written ballot.

13. STOCKHOLDER ACTION WITHOUT MEETINGS. The stockholders of the Corporation may not take any action by written consent in lieu of a meeting.

14. TELEPHONIC MEETINGS. The stockholders may hold a meeting by means of conference telephone or similar communications equipment if all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this Paragraph 14 shall constitute presence in person at such a meeting.

ARTICLE IV

DIRECTORS

1. FUNCTIONS AND DEFINITIONS. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors of the Corporation. The Board of Directors shall have the authority to fix the compensation of the members thereof. The use of the phrase “whole board” herein refers to the total number of directors which the Corporation would have if there were no vacancies.

2. QUALIFICATIONS AND NUMBER. A director need not be a stockholder, a citizen of the United States, or a resident of the State of Delaware. The number of directors constituting the whole board shall be determined pursuant to the Charter.

3. CLASSES OF DIRECTORS. The Board of Directors shall be divided into three classes as set forth in the Charter.

4. TERMS OF OFFICE. Each director shall have a term as set forth in the Charter.

5. TIME OF MEETINGS. Regular meetings of the Board of Directors shall be held at such time as the Board shall fix, except that the first meeting of a newly elected Board shall be held as soon after its election as the directors may conveniently assemble.

6. PLACE OF MEETINGS. Regular and special meetings of the Board of Directors shall be held at such place within or without the State of Delaware as shall be fixed by the Board.

7. SPECIAL MEETINGS. Special meetings may be called by or at the direction of the Chairman of the Board, the Vice-Chairman of the Board, if any, or the President, or of a majority of the directors. No call shall be required for regular meetings for which the time and place have been fixed.

8. NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be required for regular meetings for which the time and place have been fixed. Written, oral, or any other mode of notice of the time and place shall be given for special meetings in sufficient time for the convenient assembly of the directors thereat. Notice need not be given to any director or to any member of a committee of directors who submits a written waiver of notice signed by him before or after the time stated therein. Attendance of any such person at a meeting shall constitute a waiver of notice of such meeting, except when he attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the directors need be specified in any written waiver of notice.

9. QUORUM AND ACTION. A quorum of the Board of Directors shall be determined as set forth in the Charter. At any meeting of the Board of Directors at which a quorum is present, the vote of a majority of those present shall be sufficient to take any action, unless a different vote is specified by law or the the Charter or these Bylaws.

10. CHAIRMAN OF THE MEETING. The Chairman of the Board, if any and if present and acting, shall preside at all meetings. Otherwise, the Vice-Chairman of the Board, if any and if present and acting, or the President, if present and acting, or any other director chosen by the Board, shall preside.

11. REMOVAL OF DIRECTORS. Any director elected by the stockholders, or the Board of Directors to fill a vacancy, may be removed only for cause by the affirmative vote of the holders of at least a majority of the combined voting power of the shares of capital stock of the Corporation outstanding and entitled to vote for the election of directors.

12. RESIGNATION. Any director may resign by delivering his written resignation to the Corporation at its principal office or to the President or Secretary. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.

13. COMMITTEES. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation with the exception of any authority the delegation of which is prohibited by 141 of the General Corporation Law, and may authorize the seal of the Corporation to be affixed to all papers which may require it.

14. WRITTEN ACTION. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

15. TELEPHONIC MEETINGS. The Board of Directors may hold a meeting by means of a conference telephone or similar communications equipment if all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this Paragraph 15 shall constitute presence in person at such meeting.

ARTICLE V

OFFICERS

1. ELECTION OF OFFICERS. The Board of Directors shall elect the officers of the Corporation. The officers of the Corporation shall be a Chairman of the Board, a President, a Treasurer, a Secretary, and, if deemed necessary by the Board of Directors, a Vice-Chairman of the Board of Directors, one or more Vice Presidents, Assistant Treasurers, Assistant Secretaries and such other officers as the Board of Directors deems appropriate. The same person may hold any two or more offices.

2. SALARIES. The Board of Directors shall establish the salary of each officer of the Corporation.

3. TERM AS OFFICERS. Each officer of the Corporation shall hold office until the Board of Directors elects such officer’s successor or until such officer’s death,

resignation, or removal from office. The Board of Directors may remove any officer from office at any time.

4. CHAIRMAN OF THE BOARD. The Chairman of the Board shall be the chief executive officer of the Corporation. Subject to the Board of Directors, the Chairman of the Board shall have the authority to manage the business and affairs of the Corporation. The Chairman of the Board shall preside at all meetings of the stockholders and all meetings of the Board of Directors.

5. PRESIDENT. The President shall be the chief operating officer of the Corporation. Subject to the Board of Directors and the Chairman of the Board, the President shall have the authority to manage the business and affairs of the Corporation.

6. VICE PRESIDENT. Subject to the Board of Directors, the Chairman of the Board, and the President, each Vice President shall have general powers of management and supervision of the business and affairs of the Corporation.

7. TREASURER. The Treasurer shall be the chief financial officer of the Corporation. The Treasurer shall have custody of the corporate funds and securities, shall keep records of the receipts and disbursements of the Corporation, and shall deposit all moneys and other valuable effects of the Corporation in such depositories as the Chairman of the Board, the President, or the Treasurer selects. The Treasurer shall perform such other duties as the Board of Directors, the Chairman of the Board, or the President prescribe.

8. SECRETARY. The Secretary shall attend all meetings of the stockholders and all meetings of the Board of Directors, and shall record all votes taken at those meetings. The Secretary shall deliver, or cause to be delivered, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as the Board of Directors, the Chairman of the Board, or the President prescribe.

ARTICLE VI

INDEMNIFICATION OF OFFICERS; DIRECTORS,

EMPLOYEES AND AGENTS

1. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such conduct was unlawful. The termination of

any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such conduct was unlawful.

2. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that the person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorney’s fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnification for such expenses which the Court of Chancery or such other court shall deem proper.

3. To the extent that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in paragraphs 1 and 2, above, or in defense of any claim, issue or matter therein, such director or officer shall be indemnified against expenses (including attorney’s fees) actually and reasonably incurred in connection therewith.

4. Any indemnification under paragraphs 1 and 2 above (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstance because such director or officer has met the applicable standard of conduct set forth in paragraphs 1 and 2 above. Such determination shall be made (A) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (B) if such a quorum is not obtainable or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (C) by the stockholders.

5. Notwithstanding any contrary determination in the specific case under paragraph 4 above, and notwithstanding the absence of any determination thereunder, any present or former director or officer of the Corporation may apply to any court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under paragraphs 1 and 2 above. The basis of such indemnification by a court shall be a determination by such court that indemnification of such person is proper in the circumstances because he has met the applicable standards of conduct set forth in paragraph 1 or paragraph 2, as the case may be. Neither a contrary determination in the specific case under paragraph 4 nor

the absence of any determination thereunder shall be a defense to such application or create a presumption that such person seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this paragraph 5 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, such person seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

6. Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by, or on behalf of, such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this bylaw. Such expenses (including attorneys’ fees) incurred by other employees and agents shall be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate.

7. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in any official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such person. The provisions of this Article shall not be deemed to preclude the indemnification of any person who is not specified in paragraphs 1 and 2 above, but whom the Corporation has the power or obligation to indemnify under the General Corporations Law of the State of Delaware, or otherwise.

8. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this bylaw or under the provisions of the General Corporation Law of the State of Delaware.

9. For purposes of this bylaw, references to “the Corporation” shall include, in addition to the Corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had the power and authority to indemnify its directors and officers, so that any person who is or was a director or officer of such constituent corporation, or is or was serving at the request of such constituent corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this bylaw with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.

10. Notwithstanding anything contained in this Article to the contrary, except for proceedings to enforce rights to indemnification (which shall be governed by paragraph 5 above), the Corporation shall not be obligated to indemnify any person in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation.

11. The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this Article to directors and officers of the Corporation.

12. All rights to indemnification and advancement of expenses under this bylaw shall be deemed to be provided by contract between the Corporation and the director or officer who serves in such capacity at any time while these Bylaws and other relevant provisions of the General Corporation Law of the State of Delaware and other applicable law, if any, are in effect.

13. For purpose of this bylaw, reference to “other enterprises” shall include employee benefit plans; reference to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a Director, Officer, employee or agent of the Corporation which imposes duties on, or involves services by, such Director, Employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner the person reasonably believed to be in the interest of the participants and beneficiaries of any employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this bylaw.

14. If this bylaw or any portion thereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each person as provided above as to the expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, to the full extent permitted by any applicable portion of this bylaw that shall not have been invalidated or by any other applicable law.

15. (A) Any repeal or modification of this Article by the stockholders of the Corporation shall not adversely affect any right or protection of a director or officer of the Corporation existing at the time of such repeal or modification.

(B) If the General Corporation Law of the State of Delaware is amended after approval by stockholders of this bylaw to authorize corporate action further eliminating or limiting the personal liability of directors or officers, then a director or officer of the Corporation, in addition to the circumstances in which he is not now personally liable, shall be free of liability to the fullest extent permitted by the General Corporation Law of the State of Delaware, as so amended.

ARTICLE VII

GENERAL PROVISIONS

1. CHECKS. The Chairman of the Board, the President, or the Treasurer, or such other person or persons as any of them may designate, shall sign the checks drawn on the accounts of the Corporation.

2. DIVIDENDS. Subject to provisions of the Charter and the provisions of the General Corporation Law, the Board of Directors may declare dividends upon the shares of the Corporation. The Corporation may pay dividends in cash, property, or shares of the Corporation. The date when the Board of Directors adopts a resolution declaring a dividend shall be the record date for the purpose of determining the stockholders entitled to receive payment of that dividend, unless the resolution specifies another record date.

3. EXECUTION OF CONTRACTS. The Board of Directors may authorize any officer or agent to execute and deliver any contract or instrument on behalf of the Corporation. Such authority may be general or confined to specific instances.

4. FISCAL YEAR. The fiscal year of the Corporation shall be the fiscal year established in a resolution adopted by the Board of Directors.

5. SEAL. The Board of Directors shall adopt a corporate seal for the Corporation.

6. VOTING OF SECURITIES. Any officer of the Corporation shall have authority on behalf of the Corporation to vote securities of another Corporation or entity that the Corporation owns or to execute and deliver on behalf of the Corporation a written consent to action of the holders of such securities in lieu of a meeting.

ARTICLE VIII

CONTROL OVER BYLAWS

Subject to the provisions of the Charter and the provisions of the General Corporation Law, the power to amend, alter, or repeal these Bylaws and to adopt new Bylaws may be exercised by the Board of Directors or by the stockholders.

EX-3.97

Exhibit 3.97

RESTATED AND AMENDED ARTICLES OF INCORPORATION

OF

ASSOCIATED EMERGENCY PHYSICIANS, INC.

MEDICAL GROUP OF NORTHERN CALIFORNIA

The undersigned certify that:

1. They are the president and the secretary, respectively, of Associated Emergency Physicians, Inc. Medical Group of Northern California.

2. The articles of incorporation of this corporation are amended and restated as follows:

“ARTICLE I

“The name of this corporation is AEP Management Services, Inc.

“ARTICLE II

“The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business, or the practice of a profession permitted to be incorporated by the California Corporations Code.

“ARTICLE III

“This corporation elects to be governed by all of the provisions of the General Corporation Law of 1977 not otherwise applicable to it under Chapter 23 thereof.

“ARTICLE IV

“The corporation is authorized to issue one class of shares of no par value capital stock, which class shall be designated as “common stock.” The total number of shares of common stock which the corporation shall have authority to issue shall be seventy-five thousand (75,000) shares.

“ARTICLE V

“1. The liability of the directors of the corporation for monetary damages shall be eliminated to the fullest extent permissible under California law.

“2. The corporation is authorized to indemnify the officers and directors of the corporation to the fullest extent permissible under California law.

“ARTICLE VI

“Any insurance this corporation is permitted by the California Corporations Code to purchase and maintain on behalf of any of its agents against any liability asserted against or incurred by such agents or arising from their status as such may be purchased from any company regardless of whether this corporation owns all or a portion of the shares of the company issuing such insurance, provided that the policy is limited to the extent required by the Corporations Code.”

3. The foregoing amendment and restatement of the articles of incorporation has been approved by the board of directors.

4. The foregoing amendment and restatement of the articles of incorporation has been approved by the required vote of the shareholders, in accordance with Section 902 of the California Corporations Code. The total number of outstanding shares of the corporation is 1,066-2/3. The number of shares voting in favor of the amendment equalled or exceeded the vote required. The percentage required was more than 50%.

We further declare under penalty of perjury under the laws of the state of California that the matters set forth above are true and correct of our own knowledge.

Date: 9/24, 1996
	/s/Robert V. Violante
	Robert V. Violante, President
	/s/James B. Lane
	James B. Lane, Secretary

CERTIFICATE OF AMENDMENT

OF

ARTICLES OF INCORPORATION

THE UNDERSIGNED, WILLIAM F. MILLER, III and Andrew G. Buck, certify that:

1. They are the Vice President and Secretary, respectively, of AEP Management Services, Inc., a California corporation (the “Corporation”).

2. Article I of the Restated and Amended Articles of Incorporation of this Corporation is amended and restated to read in its entirety as follows:

“ARTICLE I

The name of the corporation is EmCare of California, Inc.”

3. The foregoing amendment of the Restated and Amended Articles of Incorporation has been duly approved by the Board of Directors.

4. The foregoing amendment of the Articles of Incorporation has been duly approved by the required vote of shareholders in accordance with Section 902 of the California Corporations Code. The total number of outstanding shares of the Corporation entitled to vote thereon is 1,000. The number of shares voting in favor of the amendment equaled or exceeded the vote required. The percentage vote required was greater than 50%.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this Certificate are true and correct of our own knowledge.

DATED: 5/5, 1998
	/s/William F. Miller, III
	William F. Miller, II
	Vice President
/s/Andrew G. Buck
Andrew G. Buck, Secretary

CERTIFICATE OF OWNERSHIP

William A. Sanger and William A. Sanger certify that:

1.They are the president and the secretary, respectively, of EMCARE OF CALIFORNIA, INC. a California corporation (“Parent”).

2.Parent owns 100% of the outstanding shares of PACIFIC EMERGENCY SPECIALISTS MANAGEMENT, INC., a California corporation.

3.The board of directors of Parent duly adopted the following resolution:

RESOLVED, that this corporation merge Pacific Emergency Specialists, Inc., its wholly-owned subsidiary corporation, into itself and assume all its obligations pursuant to Section 1110, California Corporations Code.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

The Merger shall become effective in the State of California upon the filing of this Certificate of Ownership by the Secretary of State of the State of California as prescribed by law.

Executed as of this 24th day of December, 2008

By:	/s/ William A. Sanger
Name:	William A. Sanger
Title:	President
By:	/s/ William A. Sanger
Name:	William A. Sanger
Title:	Secretary

CERTIFICATE OF OWNERSHIP

William A. Sanger and William A. Sanger certify that:

1.They are the president and the secretary, respectively, of EMCARE OF CALIFORNIA, INC., a California corporation (“Parent”).

2.Parent owns 100% of the outstanding shares of HELIX PHYSICIANS MANAGEMENT, INC., a California corporation.

3.The board of directors of Parent duly adopted the following resolution:

RESOLVED, that this corporation merge Helix Physicians Management, Inc., its wholly-owned subsidiary corporation, into itself and assume all its obligations pursuant to Section 1110, California Corporations Code.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

The Merger shall become effective in the State of California upon the filing of this Certificate of Ownership by the Secretary of State of the State of California as prescribed by law.

Executed as of this 24th day of December, 2008.

By:	/s/ William A. Sanger
Name:	William A. Sanger
Title:	President
By:	/s/ William A. Sanger
Name:	William A. Sanger
Title:	Secretary

CERTIFICATE OF OWNERSHIP

William A. Sanger and William A. Sanger certify that:

1.They are the president and the secretary, respectively, of EMCARE OF CALIFORNIA, INC., a California corporation (“Parent”).

2.Parent owns 100% of the outstanding shares of NORMAN BRUCE JETTON, INC., a California corporation. (“Parent”).

3.The board of directors of Parent duly adopted the following resolution:

RESOLVED, that this corporation merge Norman Bruce Jetton, Inc., its wholly-owned subsidiary corporation, into itself and assume all its obligations pursuant to Section 1110, California Corporations Code.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

The Merger shall become effective in the State of California upon the filing of this Certificate of Ownership by the Secretary of State of the State of California as prescribed by law.

Executed as of this 24th day of December, 2008.

By:	/s/ William A. Sanger
Name:	William A. Sanger
Title:	President
By:	/s/ William A. Sanger
Name:	William A. Sanger
Title:	Secretary

EX-3.98

Exhibit 3.98

BYLAWS

EMCARE OF CALIFORNIA, INC.

ARTICLE I
PRINCIPAL EXECUTIVE OFFICE

The principal executive office of the corporation shall be 1717 Main Street, Suite 5200, Dallas, TX 75201.

ARTICLE II
MEETING OF SHAREHOLDERS

Section 2.01Annual Meetings.  The annual meeting of shareholders shall be held at such date and time as the board of directors shall determine.  At each annual meeting, directors shall be elected and any other proper business may be transacted.

Section 2.02Special Meetings.  Special meetings of shareholders may be called by the board of directors, the chairman of the board (if there be such an officer), the president, or the holders of shares entitled to cast not less than ten percent (10%) of the votes at such meeting.  Each special meeting shall be held at such date and time as is requested by the person or persons calling the meeting within the limits fixed by law.

Section 2.03Place of Meetings.  Each annual or special meeting of shareholders shall be held at such location as may be determined by the board of directors, or if no such determination is made, at such place as may be determined by the chief executive officer, or by any other officer authorized by the board of directors or the chief executive officer to make such determination.  If no location is so determined, any annual or special meeting shall be held at the principal executive office of the corporation.

Section 2.04Notice of Meetings.  Notice of each annual or special meeting of shareholders shall contain such information, and shall be given to such persons at such time, and in such manner, as the board of directors shall determine, or if no such determination is made, as the chief executive officer, or any other officer so authorized by the board of directors or the chief executive officer, shall determine, subject to the requirements of applicable law.

Section 2.05Conduct of Meetings.  Subject to the requirements of applicable law, all annual and special meetings of shareholders shall be conducted in accordance

with such rules and procedures as the board of directors may determine and, as to matters not governed by such rules and procedures, as the chairman of such meeting shall determine.  The chairman of any annual or special meeting of shareholders shall be designated by the board of directors and, in the absence of any such designation, shall be the chief executive officer of the corporation.

ARTICLE III
DIRECTORS

Section 3.01Number.  The number of directors of the corporation shall be not less than two (2) nor more than three (3), until changed in accordance with applicable law.  The exact number of directors shall be fixed from time to time, within the limits specified, by resolution of the board of directors or the shareholders.  Subject to the foregoing provisions for changing the exact number of directors, the number of directors of this corporation shall be two (2).

Section 3.02Meetings of the Board.  Each regular and special meeting of the board shall be held at a location determined as follows:  The board of directors may designate any place, within or without the State of California, for the holding of any meeting.  If no such designation is made, (i) any meeting called by a majority of the directors shall be held at such location, within the county of the corporation’s principal executive office, as the directors calling the meeting shall designate; and (ii) any other meeting shall be held at such location, within the county of the corporation’s principal executive office, as the chief executive officer may designate, or in the absence of such designation, at the corporation’s principal executive office.  Subject to the requirements of applicable law, all regular and special meetings of the board of directors shall be conducted in accordance with such rules and procedures as the board of directors may approve and, as to matters not governed by such rules and procedures, as the chairman of such meeting shall determine.  The chairman of any regular or special meeting shall be designated by the directors and, in the absence of any such designation, shall be the chief executive officer of the corporation.

Members of the board of directors (or any committee appointed by the board) may participate in a meeting by means of conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other, and participation in such meeting in such manner shall constitute presence in person at such meeting.

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ARTICLE IV
INDEMNIFICATION OF DIRECTORS,
OFFICERS, AND OTHER CORPORATE AGENTS

Section 4.01Indemnification.  This corporation shall indemnify and hold harmless any person who is or was a director or officer of this corporation, or is or was serving at the request of the board of directors of this corporation as a director, officer, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise (an “Agent”), from and against any expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any “proceeding” (as defined in Section 317(a) of the California General Corporation Law) to the fullest extent permitted by applicable law.  The corporation shall advance to its agents expenses incurred in defending any proceeding prior to the final disposition thereof to the fullest extent and in the manner permitted by applicable law.

Section 4.02Right to Indemnification.  This section shall create a right of indemnification for each person referred to in Section 4.01 whether or not the proceeding to which the indemnification relates arose in whole or in part prior to adoption of such section, and in the event of death, such right shall extend to such person’s legal representatives.  The right of indemnification hereby given shall not be exclusive of any other rights such person may have whether by law or under any agreement, insurance policy, vote of directors or shareholders, or otherwise.

Section 4.03Insurance.  The corporation shall have power to purchase and maintain insurance on behalf of any agent of the corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such whether or not the corporation would have the power to indemnify the agent against such liability.

ARTICLE V
OFFICERS

Section 5.01Officers.  The corporation shall have a president, a chief financial officer, a secretary, and such other officers, including a chairman of the board, as may be designated by the board.  Unless the board of directors shall otherwise determine, the president shall be the chief executive officer of the corporation.  Officers shall have such powers and duties as may be specified by, or in accordance with, resolutions of the board of directors.  In the absence of any contrary determination by the board of directors, the chief executive officer shall, subject to the power and authority of the board of directors, have general supervision, direction, and control of the officers, employees, business, and affairs of the corporation.

3

Section 5.02Limited Authority of Officers.  No officer of the corporation shall have any power or authority outside the normal day-to-day business of the corporation to bind the corporation by any contract or engagement or to pledge its credit or to render it liable in connection with any transaction unless so authorized by the board of directors.

ARTICLE VI
WAIVER OF ANNUAL REPORTS

So long as the corporation has less 100 holders of record of its shares (determined as provided in Section 605 of the California General Corporation Law), no annual report to shareholders shall be required, and the requirement to the contrary of Section 1501 of the California General Corporation Law is hereby expressly waived.

ARTICLE VII
AMENDMENTS

New bylaws may be adopted or these bylaws may be amended or repealed by the shareholders or, except for Section 3.01, by the directors.

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EX-3.99

Exhibit 3.99

STATEMENT OF CORRECTION

1.  The name of the corporation is EmCare Physician Providers, Inc. (Charter #00150975).

2.  The corporation was organized in Missouri on November 4, 1971.

3.  Type of document being corrected is the Amendment of Articles of Incorporation which was filed with the Missouri Secretary of State on September 23, 2011.

4.  Describe the incorrect statement and the reason for the correction:

Due to a clerical error, the wrong Amendment of Articles of Incorporation was filed.  Article Six is hereby corrected to read as Attachment A.

There are no amendments to Articles Seven thru Eleven of the Articles of Incorporation by virtue of the Amendment of Articles of Incorporation that was filed on September 23, 2011.

In affirmation thereof, the facts state above are true and correct.

(The undersigned understands that false statements made in this filing are subject to the penalties provided under Section 575.040, RSMo)

/s/ Craig A. Wilson	Craig A. Wilson	Secretary	9/23/11
Signature	Printed Name	Title	Date

Attachment A

ARTICLE SIX

A.Actions Involving Directors and Officers.  The corporation shall indemnify each person who at any time is serving or has served as a director or an officer of the corporation against any claim, liability or expense incurred as a result of such service, or as a result of any other service on behalf of the corporation, or service at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise, to the maximum extent permitted by law.  Without limiting the generality of the foregoing, the corporation shall indemnify any such person who was or is a party (other than a party plaintiff suing on his own behalf or in the right of the corporation), or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including, but not limited to, an action by or in the right of the corporation) by reason of such services against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding.

B.Actions Involving Employees or Agents.

1.The corporation may, if it deems appropriate and as may be permitted by this Article, indemnify any person who at any time is serving or has served as an employee or agent of the corporation against any claim, liability or expense incurred as a result of such service or as a result of any other service on behalf of the corporation, or service at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, to the maximum extent permitted by law or to such lesser extent as the corporation, in its discretion, may deem appropriate.  Without limiting the generality of the foregoing, the corporation may indemnify any such person who was or is a party (other than a party plaintiff suing on his own behalf or in the right of the corporation), or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including, but not limited to, an action by or in the right of the corporation) by reason of such services against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding.

2.To the extent that an employee or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section B(1) of this Article, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the action, suit or proceeding.

C.Determination of Right to Indemnification in Certain Circumstances.  Any indemnification required under Section A of this Article or authorized by the corporation under Section B of this Article, unless ordered by a court, shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in or established pursuant to this Article.  Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or even if

obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the shareholders.

D.Advance Payment of Expenses.  Expenses incurred by a person who is or was a director or an officer of the corporation in defending a civil or criminal action, suit or proceeding shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding, and expenses incurred by a person who is or was an employee or agent of the corporation in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors, in either case upon receipt of an undertaking by or on behalf of the director or an officer to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the corporation as authorized in or pursuant to this Article.

E.Not Exclusive.  The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under the Bylaws of the corporation or any statute, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office.

F.Indemnification Agreements Authorized.  Without limiting the other provisions of this Article, the corporation is authorized from time to time, without further action by the shareholders of the corporation, to enter into agreements with any director, officer, employee or agent of the corporation providing such rights of indemnification as the corporation may deem appropriate, up to the maximum extent permitted by law.  Any such agreement entered into by the corporation with a director may be authorized by the other directors, and such authorization shall not be invalid on the basis that similar agreements may have been or may thereafter be entered into with such other directors.

G.Standard of Conduct.  Except as may otherwise be permitted by law, no person shall be indemnified pursuant to this Article (including without limitation pursuant to any agreement entered into pursuant to Section F of this Article) from or on account of such person’s conduct which is finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct.  The corporation may (but need not) adopt a more restrictive standard of conduct with respect to the indemnification of any employee or agent of the corporation.

H.Insurance.  The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was otherwise serving on behalf or at the request of the corporation in any such capacity, or arising out of his status as such, whether or not the corporation is obliged to or would have the power to indemnify him against such liability under the provisions of this Article; provided, that the obtaining of any such insurance shall not give rise to any right to indemnification for any director, officer, employee or agent except as otherwise specified herein, in the Bylaws of the corporation, or by separate agreement with the corporation.

I.Certain Definitions.  For the purposes of this Article:

1.Any director or officer of the corporation who shall serve as a director, officer or employee of any other corporation, partnership, joint venture, trust or other enterprise of which the corporation, directly or indirectly, is or was the owner of a majority of either the outstanding equity interests or the outstanding voting stock (or comparable interests) shall be deemed to be serving as such director, officer or employee at the request of the corporation, unless

the Board of Directors of the corporation shall determine otherwise.  In all other instances where any person shall serve as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise of which the corporation is or was a stockholder or creditor, or in which it is or was otherwise interested, if it is not otherwise established that such person is or was serving as such director, officer, employee or agent at the request of the corporation, the Board of Directors of the corporation may determine whether such service is or was at the request of the corporation, and it shall not be necessary to show any actual or prior request for such service.

2.References to a corporation include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation so that any person who is or was a director, officer, employee or agent of such a constituent corporation or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Article with respect to the resulting or surviving corporation as he would if he had served the resulting or surviving corporation in the same capacity.

3.The term “other enterprise” shall include employee benefit plans; the term “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; the term “serving at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to any employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have satisfied any standard of care required by or pursuant to this Article in connection with such plan.

J.Survival.  Any indemnification rights provided pursuant to this Article shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.  Notwithstanding any other provision in these Articles of Incorporation, indemnification rights arising under or granted pursuant to this Article shall survive amendment or repeal of this Article with respect to any acts or omissions occurring prior to the effective time of such amendment or repeal and persons to whom such indemnification rights are given shall be entitled to rely upon such indemnification rights with respect to such acts or omissions as a binding contract with the corporation.

K.Amendment.  The affirmative vote of the holders of record of outstanding shares representing at least a majority of all of the outstanding shares of capital stock of the corporation then entitled to vote generally in the election of directors, voting together as a single class, shall be required to amend, repeal or adopt any provision inconsistent with this Article, notwithstanding the fact that a lesser percentage may be specified by the laws of Missouri.

State of Missouri

Matt Blunt, Secretary of State

Corporations Division	James C. Kirkpatrick State Information Center
P.O. Box 778, Jefferson City,	600 W. Main Street, Rm 322, Jefferson City,
MO 65102	MO 65101

Statement of Change of Registered Agent and/or

Registered Office

By a Foreign or Domestic For Profit or Nonprofit Corporation

Instructions

1. This form is to be used by either a for profit or nonprofit corporation to change either or both the name of its registered agent and/or the address of its existing registered agent.

2. There is a $10.00 fee for filing this statement. It must be filed in DUPLICATE.

3. P.O. Box may only be used in conjunction with a physical street address.

4. Agent and address must be in the State of Missouri.

5. The corporation may not act as its own agent.

Charter No. 00150975

(1) The name of the corporation is: EMCARE PHYSICIAN PROVIDERS, INC.

(2) The address, including street and number; of its present registered office (before change) is: 300-B East High Street, (Address) Jefferson City, MO 65101 (City/State/Zip)

(3) The address, including street and number, of its registered office is hereby changed to:

221 Bolivar Street, (Address) Jefferson City, MO 65101 (P.O. Box may only be used in conjunction with a physical street address) (City/State/Zip)

(4) The name of its present registered agent (before change) is: National Registered Agents Inc.

(5) The name of the new registered agent is: CSC - LAWYERS INCORPORATING SERVICE COMPANY

Authorized signature of new registered agent must appear below:

/s/ Cynthia L. Harris

(May attach separate originally executed written consent to this form in lieu of this signature)

(6) The address of its registered office and the address of the office of its registered agent, as changed, will be identical.

(7) The change was authorized by resolution duly adopted by the board of directors.

In affirmation of the facts stated above,

/s/ Laura R. Dunlap	Laura R. Dunlap
Authorized signature o officer, if applicable, chairman of the board)	(Printed Name)
Attorney in Fact on behalf of Robyn E. Bakalar, Assistant Secretary (Title)
8/16/02
(month/day/year)

2

STATE OF TEXAS)

COUNTY OF DALLAS)

POWER OF ATTORNEY

NOTICE IS HEREBY GIVEN THAT Robyn E. Bakalar of Emcare, Inc. (“the Company”), a corporation established under the laws of Delaware, and of the subsidiary entities shown on the list appended hereto, does hereby appoint Laura R. Dunlap and Patricia Pizzuto attorneys-in-fact for the Company and for the subsidiary entities, to act for the Company and for the subsidiary entities and in the name of the Company and of the subsidiary entities for the limited purposes authorized herein.

The Company and the subsidiary entities having taken all necessary steps to authorize the changes and the establishment of this Power of Attorney, hereby grants its attorneys-in-fact the power to execute the documents necessary to change the Company’s and the subsidiary entities’ registered agent and registered office, or the agent and office of similar import, in any jurisdiction.

In the execution of any documents necessary for the purposes set forth herein, Laura R. Dunlap shall exercise the power of Vice President and Patricia Pizzuto shall exercise the power of Secretary, or, in the case of entities having managers or other positions of authority rather than officers such as Vice President or Secretary, the named individuals shall act in such office and with such authority as is required to effect the changes herein contemplated.

This Power of Attorney expires upon the completion and filing of the documents necessary to effect the changes in registered agent and registered office addresses contemplated herein, or when revoked by Robyn Bakalar, which ever shall occur first.

IN WITNESS WHEREOF the undersigned has executed this Power of Attorney on this 8 day of August, 2002.

EmCare, Inc.

Company

By:	/s/ Robyn E. Bakalar
	Robyn E. Bakalar
	Assistant Secretary
Subscribed and sworn to before me this 8 day of August, 2002
/s/ Bebbian Seiler
Notary Public

3

Alabama EM-I Medical Services, P.C.	AL	PC	75-2752016		Gregory J. Byrne, M.D.	Gregory J. Byrne, M.D. replaced Dr. Trantham in Nov. 2000	NRAI
Arizona Em-I Medical Services, P.C.	AZ	PC	75-2751882		Richard A. Jackson, M.D.		NRAI
California EM-I Medical Services, A Medical Corporation	CA	PC	75-2741489		Angel Iscovich, M.D.		NRAI
CHS Emergency Physicians of Memphis, P.C. (TO BE DISSOLVED)	TN	PC	23-2821529		Jospeh H. Gatewood	To be dissolved	NRAI
Colorado EM-I Medical Services, P.C.	CO	PC	75-2791696		Joseph H. Gatewood, M.D.		NRAI
Emergency Department Services, P.A. (MERGER PENDING)	NJ	PC	43-1532235		Joseph H. Gatewood, M.D.	Merger pending	NRAI
Florida EM-I Medical Services, P.A.	FL	PC	75-2739410		Gregory J. Byrne, M.D.		NRAI
Georgia EM-I Medical Services, P.C.	GA	PC	75-2739406		David M. Soria, M.D.		NRAI
Illinois/Indiana EM-I Medical Services, S.C.	IL	PC	75-2743839	IN	Douglas Webster, D.O.		NRAI
Iowa EM-I Medical Services, P.C.	IA	PC	75-2791693		Joseph H. Gatewood, M.D.		NRAI
Joseph H. Gatewood, M.D., P.S.C. (TO BE DISSOLVED)	KY	PC	43-1631456		Joseph H. Gatewood, M.D.	To be dissolved	NRAI
Kentucky EM-I Medical Services, P.S.C.	KY	PC	75-2772210		B. Ken Gray, M.D.		NRAI
Louisiana EM-I Medical Services, A Professinoal Corporation	LA	PC	75-2743845		Gregory J. Byrne, M.D.	Gregory J. Byrne, M.D. replaced Dr. Trantham in Nov. 2000.	NRAI
Maryland Provo-I Medical Services, P.C.	MD	PC	75-2743841		David Meyers, M.D.	Dr. Meyers became owner as of 09/01/00.	NRAI
Massachusetts EM-I Medical Services, P.C.	MA	PC	75-2744533		Gregory J. Byrne, M.D.		NRAI
MCOC Emergency Physicians, P.A. (MERGER PENDING)	NJ	PC	22-2991392		Joseph H. Gatewood, M.D.	fka Housestaff Physicians Of Ocean Co, PA / Merger Pending	NRAI
Michigan EM-I Medical Services, P.C.	MI	PC	75-2791691		Joseph H. Gatewood, M.D.		NRAI
Milford Clinic Physicians, P.A.	NJ	PC	02-0534124		New Jersey/Penn EM-I Med Svcs, PC		NRAI
Minnesota EM-I Medical Services, P.C.	MN	PC	75-2752019		Joseph H. Gatewood, M.D.	Dr. Gatewood became owner as of 01/01/00.	NRAI
Mississippi EM-I Medical Services, P.C.	MS	PC	75-2744526		Gregory J. Byrne, M.D.		NRAI
Missouri EM-I Medical Services, P.C.	MO	PC	75-2750624		Joseph H. Gatewood, M.D.	Dr. Gatewood became owner as of 10/15/00.	NRAI
New Hampshire EM-I Medical Services, P.C.	NH	PC	75-2825111		David Meyers, M.D.	Dr. Meyers became owner as of 09/01/00.	NRAI
New Jersey/Pennsylvania EM-I Medical Services, P.C.	NJ	PC	75-2756076	PA	Russ Harris, M.D.		NRAI
New Mexico EM-I Medical Services, P.C.	NM	PC	75-2744519		Gregory J. Byrne, M.D.		NRAI
New York EM-I Medical Services, P.C.	NY	PC	75-2753126		Gregory J. Byrne, M.D.		NRAI
North Carolina EM-I Medical Services, P.C.	NC	PC	75-2756078		Randy Ellis, M.D.		NRAI
North Dakota EM-I Medical Services, P.C.	ND	PC	75-2752023		Joseph H. Gatewood, M.D.	Dr. Gatewood became owner as of 01/01/00.	NRAI
Ohio EM-I Medical Services, A Professional Association	OH	PC	75-2739404		David M. Soria, M.D.		NRAI
Oklahoma EM-I Medical Services, P.C.	OK	PC	75-2743844		Gregory J. Byrne, M.D.	Gregory J. Byrne, M.D. replaced Dr. Trantham in Nov. 2000.	NRAI
Rhode Island EM-I Services, Inc.	RI	PC	75-2755736		Gregory J. Byrne, M.D.		NRAI
Tennessee EM-I Medical Services, P.C.	TN	PC	75-2741487		Gregory J. Byrne, M.D.		NRAI

Texas Emergency Room Services, P.A.	TX	PC	43-1020348		Joseph H. Gatewood, M.D.		NRAI
Texas EM-I Medical Services, P.A.	TX	PC	75-2744538		William C. Jernberg, M.D.	dba inpatient Services of Greenville, P.A. in Hunt County	NRAI
Virginia EM-I Medical Services, P.C.	VA	PC	75-2744518		Gregory J. Byrne, M.D.		NRAI
Washington EM-I Medical Services, P.C.	WA	PC	75-2791687		Angel Isovich, M.D.		NRAI
West Virginia EM-I Medical Services, Inc.	WV	PC	75-2741484		Gregory J. Byrne, M.D.		NRAI
Wisconsin EM-I Medical Services, S.C.	WI	PC	75-2791734		Joseph H. Gatewood, M.D.		NRAI
J.H. Gatewood Emergency Services, P.A. (TO BE DISSOLVED)	FL	PC	59-1676702	NY, GA, LA	Joseph H. Gatewood, M.D.	f/k/a Cooper Emergency Services, P.A. / To be dissolved	NRAI (FL)
Emergency Health services Associates, P.A.	TX	PC	75-1388142	NM & MS	Dighton Packard, M.D.		NRAI (TX)
American Emergency Physicians Management, Inc.	CA	CORP	95-4194045		Georgia EM-I Medical Services, P.C.	EmCare, Inc sold to GA EM-I on 07/30/99	NRAI
Charles T. Mitchell, Inc.	MI	CORP	99-0175097		EmCare, Inc.		NRAI
Chesapeake Emergency Medical Associates, Inc.	MD	CORP	52-1594377		EmCare, Inc.		NRAI
Clarke-Spalding EM Management Services, Inc. (formerly a P.C.)	GA	CORP	58-2078698		EmCare, Inc.		NRAI
Coordinated Health Services, Inc.	PA	CORP	23-2668117		EmCare, Inc.		NRAI
ECEP, Inc.	MO	CORP	36-4330833	AR, AZ, CA, FL, GA, HI, IL, IN, LA, MD, MS, NV, VT, NH, NY, NC, PA, RI, SC, TN, TX, VA, WV	EmCare, Inc.	t/k/a/AEP Mgmt Svcs, Inc./Assoc Emerg Phys, Inc. Med Group of N.CA	NRAI
EmCare Anesthesia Services, Inc.	DE	CORP	65-0743208	NM	EmCare, Inc.		NRAI
EmCare Contract of Arkansas, Inc.	AR	CORP	75-2780794		EmCare, Inc.		NRAI
EmCare Holdings Inc.	DE	CORP	13-3645287	TX	EmCare, Inc.		NRAI
EmCare of Alabama, Inc.	AL	CORP	75-2764325		EmCare, Inc.		NRAI
EmCare of Arizona, Inc.	AZ	CORP	75-2764321		EmCare, Inc.		NRAI
EmCare of California, Inc.	CA	CORP	94-2246075		EmCare, Inc.		NRAI
EmCare of Colorado, Inc.	CO	CORP	75-2764320		EmCare, Inc.		NRAI
EmCare of Florida, Inc.	FL	CORP	59-1317432		EmCare, Inc.		NRAI
EmCare of Georgia, Inc.	GA	CORP	75-2764317		EmCare, Inc.		NRAI
EmCare of Hawaii, Inc.	HI	CORP	99-0158216		EmCare, Inc.		NRAI
EmCare of Illinois, S.C.	IL	CORP	75-2724230		EmCare, Inc.		NRAI
EmCare of Indiana, Inc.	IN	CORP	75-2793483		EmCare, Inc.		NRAI
EmCare of Iowa, Inc.	IA	CORP	75-2764281		EmCare, Inc.		NRAI

2

EmCare of Kentucky, Inc.	KY	CORP	75-2764280		EmCare, Inc.		NRAI
EmCare of Louisiana, Inc.	LA	CORP	75-2759529		EmCare, Inc.		NRAI
EmCare of Michigan, Inc.	MI	CORP	75-2764279		EmCare, Inc.		NRAI
EmCare of Minnesota, Inc.	MN	CORP	75-2764277		EmCare, Inc.		NRAI
EmCare of Mississippi, Inc.	MS	CORP	75-2760070		EmCare, Inc.		NRAI
EmCare of Missouri, Inc.	MO	CORP	75-2789939		EmCare, Inc.		NRAI
EmCare of Nevada, Inc.	NV	CORP	75-2731501		EmCare, Inc.		NRAI
EmCare of New Hampshire, Inc.	NH	CORP	75-2764327		EmCare, Inc.		NRAI
EmCare of New Jersey, Inc.	NJ	CORP	75-2759525		EmCare, Inc.		NRAI
EmCare of New Mexico, Inc.	NM	CORP	75-2764326		EmCare, Inc.		NRAI
EmCare of New York, Inc.	NY	CORP	75-2764324		EmCare, Inc.		NRAI
EmCare of North Carolina, Inc.	NC	CORP	75-2764322		EmCare, Inc.		NRAI
EmCare of North Dakota, Inc.	ND	CORP	75-2763877		EmCare, Inc.	t/k/a EMSTAT Corporation	NRAI
EmCare of Ohio, Inc.	OH	CORP	75-2763876		EmCare, Inc.		NRAI
EmCare of Oklahoma, Inc.	OK	CORP	75-2754585		EmCare, Inc.	Withdrawals by Date and State 02/06/98 — ID, 12/11/98	NRAI
EmCare of Oregon, Inc.	OR	CORP	75-2763874		EmCare, Inc.		NRAI
EmCare of Pennsylvania, Inc.	PA	CORP	75-2763873		Georgia EM-I Medical Services, P.C.	EmCare, Inc. sold to GA EM-I on 07/30/99	NRAI
EmCare of Rhode Island, Inc.	RI	CORP	75-2697459		Tennessee EM-I Medical Services, P.C.		NRAI
EmCare of South Carolina, Inc.	SC	CORP	58-2479880		Georgia EM-I Medical Services, P.C.	EmCare, Inc. sold to GA EM-I on 07/30/99	NRAI
EmCare of Tennessee, Inc.	TN	CORP	75-2759523		EmCare, Inc.		NRAI
EmCare of Texas, Inc.	TX	CORP	75-2849713		EmCare Of California, Inc.		NRAI
EmCare of Vermont, Inc.	VT	CORP	75-2764310		EmCare, Inc.		NRAI
EmCare of Virginia, Inc.	VA	CORP	75-2764309		EmCare Holdings, Inc and EmCare OP, LP	t/k/a Capital Emergency Associates, LLC	NRAI
EmCare of Washington, Inc.	WA	CORP	75-2764308		EmCare, Inc.	t/k/a Spectrum Anesthesia Services, Inc.	NRAI (DE)
EmCare of West Virginia, Inc.	WV	CORP	34-1700097	KY	EmCare, Inc.		NRAI (DE, MO)
EmCare of Wisconsin, Inc.	WI	CORP	75-2764307		EmCare, Inc.	t/k/a Spectrum Physician & Allied Health Services, Inc.	NRAI (AR,DE,FL,NM, PA)

3

EmCare Physician Provider, Inc. (tka SEC/EmCare Emergency Care, Inc.)	MO	CORP	43-0972570	AR, AZ, CA, CO, DE, FL, GA, HI, IA, IL, IN, KY, LA, MA, MD, ME, MT, NC, NM, NV, VT, NH, NY, NC, PA, RI, SC, TN, TX, VA, WI, WV	EmCare, Inc.	Fka-Spectrum Hlthcare Admin Svcs, Inc/LA&MO —dba Hlthcare Svcs of DE, Inc.	NRAI (DE,NJ,TX)
EmCare Physician Services, Inc.	DE	CORP	51-0345538	AR, AZ, CO, DC, FL, GA, HI, IL, IN, KY, LA, MD, ME, MS, MT, NV, NH, NY, NC, PA, RI, SC, TN, TX, VA, WI, WV	EmCare, Inc.		NRAI (MS)
EmCare Services of Illinois, Inc.	IL	CORP	36-2670076		EmCare Holdings, Inc.		NRAI (NC, TX)
Illinois/Indiana EM-II, Inc.	IL	CORP	75-2743838	IN	Illinois/Indiana EM-I Medical Services, S.C.		NRAI
Alabama EM-II, Inc.	AL	CORP	75-2751995		Alabama EM-I Medical Services, P.C.		NRAI
Arizona EM-II, Inc.	AZ	CORP	75-2751878		Arizona EM-I Medical Services, P.C.		NRAI
Arkansas EM-II, Inc.	AR	CORP	75-2743847		Trantham Medical Services, P.A.		NRAI
California EM-II, Inc.	CA	CORP	75-2741507		California EM-I Med Services, a Med Corp		NRAI
Colorado EM-II, Inc.	CO	CORP	75-2791694		Colorado EM-I Med Services, P.C.		NRAI
Florida EM-II, Inc.	FL	CORP	75-2739409		Florida EM-I Med Services, P.A.		NRAI
Georgia EM-II, Inc.	GA	CORP	75-2739408		Georgia EM-I Med Services, P.C.		NRAI
Iowa EM-II, Inc.	IA	CORP	75-2791692		Iowa EM-I Med Services, P.C.		NRAI
Louisiana EM-II, Inc.	LA	CORP	75-2743846		Louisiana EM-I Med Services, A Prof Corp		NRAI

4

Maryland EM-II, Inc.	MD	CORP	75-2743842		Maryland Provo-I Medical Services, P.C.	NRAI
Massachusetts EM-II, Inc.	MA	CORP	75-2744534		Massachusetts EM-I Med Services, P.C.	NRAI
Michigan EM-II, Inc.	MI	CORP	75-2791690		Michigan EM-I Medical Services, P.C.	NRAI
Minnesota EM-II, Inc.	MN	CORP	75-2752021		Minnesota EM-I Medical Services, P.C.	NRAI
Mississippi EM-II, Inc.	MS	CORP	75-2744528		Mississippi EM-I Medical Services, P.C.	NRAI
Missouri EM-II, Inc.	MO	CORP	75-2759520		Missouri EM-I Services, P.C.	NRAI
Nevada EM-II, Inc.	NV	CORP	75-2752032		Nevada EM-I Silver/Homansky Medical Services, Professional Corp.	NRAI
New Hampshire EM-II, Inc.	NH	CORP	75-2825112		New Hampshire EM-I Med. Services, P.C.	NRAI
New Jersey/Pennsylvania EM-II, Inc.	NJ	CORP	75-2758077	PA	New Jersey/Penn EM-I Med Services, P.C.	NRAI
New Mexico EM-II, Inc.	NM	CORP	75-2744524		New Mexico EM-I Medical Services, P.C.	NRAI
New York EM-II, Inc.	NY	CORP	75-2753149		New York EM-I Medical Services, P.C.	NRAI
North Carolina EM-II, Inc.	NC	CORP	75-2756079		North Carolina EM-I Medical Services, P.C.	NRAI
North Dakota EM-II, Inc.	ND	CORP	75-2751876		North Dakota EM-I Medical Services, P.C.	NRAI
Ohio EM-II, Inc.	OH	CORP	75-2739403		Ohio EM-I Medical Services, A Prof Assoc	NRAI
Oklahoma EM-II, Inc.	OK	CORP	75-2743843		Oklahoma EM-I Medical Services, P.C.	NRAI
Rhode Island EM-II, Inc.	RI	CORP	75-2755734		Rhode Island EM-I Services, Inc.	NRAI
Tennessee EM-II, Inc.	TN	CORP	75-2741488		Tennessee EM-I Medical Services, P.C.	NRAI
Texas EM-II, Inc.	TX	CORP	75-2744344		Texas EM-I Medical Services, P.C.	NRAI
Virginia EM-II, Inc.	VA	CORP	75-2744516		Virginia EM-I Medical Services, P.C.	NRAI
Washington EM-II, Inc.	WA	CORP	75-2791688		Washington EM-I Medical Services, P.C.	NRAI
West Virginia EM-II, Inc.	WY	CORP	75-2741485		West Virginia EM-I Medical Services, Inc.	NRAI
Wisconsin EM-II, Inc.	WI	CORP	75-2791732		Wisconsin EM-I Medical Services, P.C.	NRAI

5

State of Missouri

Matt Blunt,

Secretary of State

Corporations Division	James C. Kirkpatrick State Information Center
P.O. Box 778, Jefferson City,	600 W. Main Street, Rm 322, Jefferson City,
MO 65102	MO 65101

Amendment of Articles of Incorporation

(To be submitted in duplicate)

Pursuant to the provisions of the General and Business Corporation Law of Missouri, the undersigned Corporation certifies the following:

1. The present name of the Corporation is SEC/EmCare Emergency Care, Inc.

The name under which it was originally organized was Physicians Placement Group, Inc.

2. An amendment to the Corporation’s Articles of Incorporation was adopted by the shareholders on March 15, 2002 (month/day/year)

3. Article Number 1 is amended to read as follows:

The Name of the corporation is EmCare Physician Providers, Inc.

(If more than one article is to be amended or more space is needed attach additional pages)

4

4. Of the 1002 shares outstanding, 1002 of such shares were entitled to vote on such amendment.

The number of outstanding shares of any class entitled to vote thereon as a class were as follows:

Class	Number of Outstanding Shares
common	1002

5. The number of shares voted for and against the amendment was as follows:

Class	No. Voted For	No. Voted Against
common	1002	0

6. If the amendment changed the number or par value of authorized shares having a par value, the amount in dollars of authorized shares having a par value as changed is:

n/a

If the amendment changed the number of authorized shares without par value, the authorized number of shares without par value as changed and the consideration proposed to be received for such increased authorized shares without par value as are to be presently issued are:

n/a

7. If the amendment provides for an exchange, reclassification, or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, the following is a statement of the manner in which such reduction shall be effected:

n/a

5

IN WITNESS WHEREOF, the undersigned, Todd Zimmerman (Vice President) has executed this instrument and its Robyn Bakalar (Assistant Secretary) has affixed its corporate seal hereto and attested said seal on March 27, 2002.

Place

CORPORATE SEAL

Here

(If no seal, state “None.”)

SEC/Emcare Emergency Care, Inc.

Name of Corporation

ATTEST:

/s/ Robyn Bakalar	By	/s/ Todd Zimmerman
Secretary or Assistant Secretary		President or Vice President

State of Texas
	ss
County of Dallas

I, Bebbian Seiler, a Notary Public, do hereby certify that on March 27, 2002, personally appeared before me Todd Zimmerman and Robyn Bakalar who, being by me, first duly sworn, declared that they are the Vice President and Assistant Secretary of SEC/Emcare Emergency Care, Inc. that they signed the foregoing documents as Vice President and Assistant Secretary of the corporation, and that the statements therein contained are true.

(Notarial Seal or Stamp)	/s/ Bebbian Seiler
	Notary Public
My commission expires
My County of Commission

6

State of Missouri

Rebecca McDowell Cook, Secretary of State

P.O. Box 778, Jefferson City, MO 65102

Corporation Division

Statement of Change of Registered Agent and/or

Registered Office

By a Foreign or Domestic For Profit or Nonprofit Corporation

Instructions

1. This form is to be used by either a for profit or nonprofit corporation to change either or both the name of its registered agent and/or the address of its existing registered agent.

2. There is a $10.00 fee for filing this statement. It must be filed in DUPLICATE.

3. P.O. Box may only be used in conjunction with a physical street address.

4. Agent and address must be in the State of Missouri.

5. The corporation may not act as its own agent.

Charter No. 150975

(1) The name of the corporation is: SEC/EMCARE EMERGENCY CARE, INC.

(2) The address, including street and number, of its present registered office (before change) is: 101 South Hanley, (Address) Clayton, MO 63105 (City/State/Zip)

(3) The address, including street and number, of its registered office is hereby changed to:

300-B East High Street, (Address) (.P.O. Box may only be used in conjunction with a physical street address) Jefferson City, MO 65101 (City/State/Zip)

(4) The name of its present registered agent (before change) is: Michael N. Newmark

(5) The name of the new registered agent is: National Registered Agents, Inc .

Authorized signature of new registered agent must appear below:

National Registered Agents, Inc.

C. Baclet, Vice President (May attach separate originally executed written consent to this form in lieu of this signature)

(6) The address of its registered office and the address of the office of its registered agent, as changed, will be identical.

In affirmation of the facts stated above,

7

/s/ William C. Straub	William C. Straub
(Authorized signature of officer or, if applicable, chairman of the board)	(Printed Name)
CFO & Sr. VP	June 30, 1999

8

State of Missouri

Rebecca McDowell Cook, Secretary of State

Corporation Division

Amendment of Articles of Incorporation

(To be submitted in duplicate)

Pursuant to the provisions of The General and Business Corporation Law of Missouri, the undersigned Corporation certifies the following:

1. The present name of the Corporation is Spectrum Emergency Care, Inc.

The name under which it was originally organized was Physicians Placement Group, Inc.

2. An amendment to the Corporation’s Articles of Incorporation was adopted by the shareholders on November 10, 1998.

3. Article Number 1 is amended to read as follows:

The name of the Corporation is: SEC/EmCare Emergency Care, Inc.

(If more than one article is to be amended or more space is needed attach fly sheet.)

9

4. Of the 1,002 shares outstanding, 1,002 of such shares were entitled to vote on such amendment. The number of outstanding shares of any class entitled to vote thereon as a class were as follows:

Class	Number of Outstanding Shares
Common	1,002

5. The number of shares voted for and against the amendment was as follows:

Class	No. Voted For	No. Voted Against
Common	1,002	-0-

6. If the amendment changed the number or par value of authorized shares having a par value, the amount in dollars of authorised shares having a par value as changed is: N/A

If the amendment changed the number of authorized shares without par value, the authorized number of shares without par value as changed and the consideration proposed to be received for such increased authorized shares without par value as are to be presently issued are: N/A

7. If the amendment provides for an exchange, reclassification, or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, the following is a statement of the manner in which such reduction shall be effected: N/A

10

IN WITNESS WHEREOF, the undersigned, William F. Miller, III has executed this instrument and its Scott W. Roloff (Secretary or Assistant Secretary) has affixed its corporate seal hereto and attested said seal on the 23 day of November, 1998

Place

CORPORATE SEAL

Here

(If no seal, state “None.”)

Spectrum Emergency Care, Inc.

Name of Corporation

ATTEST:

/s/ Scott Roloff	By	/s/ William F. Miler, III
Secretary or Assistant Secretary		President or Vice President

State of Texas
	ss.
County of Dallas

I, Paulette Lockwood, a Notary Public, do hereby certify that on this23 day of November, 1998, personally appeared before me William F. Miller who, being by me first duly sworn, declared that he is the President of Spectrum Emergency Care, Inc.. that he signed the foregoing documents as President of the corporation, and that the statements therein contained are true.

(Notarial Seal)	/s/ Paulette Lockwood
	Notary Public
My commission expires

11

STATE OF MISSOURI

ROY D. BLUNT, Secretary of State

CORPORATION DIVISION

Statement of Change of Business Office

of a Registered Agent

of a Foreign or Domestic Corporation

INSTRUCTIONS

There is a $5.00 fee for filing this statement. It must be filed in DUPLICATE for the corporation listed in the statement. All copies must be signed and notarized. The registered agent should sign in his individual name, unless the registered agent is a corporation, in which case the statement shall be executed by its president or vice president and verified by him, sealed with the corporate seal and attested by its secretary or an assistant secretary.

Make check payable to “Director of Revenue.”

This form is for use by a registered agent ONLY.

To:	SECRETARY OF STATE
	P.O. Box 778
	Jefferson City, Missouri 65102	Charter No. 00150975

The undersigned registered agent, for the purpose of changing its business office in Missouri as provided by the provisions of “The General and Business Corporation Act in Missouri,” represents that:

1.The name of the corporation (in Missouri) is SPECTRUM EMERGENCY CARE, INC.

2.The name of this registered agent is C T CORPORATION SYSTEM

3.The address, including street number, if any, of the PRESENT business office of the registered agent is 314 North Broadway, St. Louis, Missouri 63102

4.The address, including street number, if any, of the business office of the registered agent is hereby CHANGED TO 906 Olive Street, St. Louis, Missouri 63101

5.Notice in writing of the change has been mailed by the registered agent to the corporation named above.

6.The address of the registered office of the corporation named above and the business office of the registered agent, as changed, is identical.

12

STATE OF MISSOURI

ROY D. BLUNT, Secretary of State

CORPORATION DIVISION

Statement of Change of Registered Agent or

Registered Office by Foreign or Domestic Corporations

INSTRUCTIONS

There is a $5.00 fee for filing this statement. It must filed in DUPLICATE.

The statement should be sealed with the corporate seal. If it does not have a seal, write “no seal” where the seal would otherwise appear.

The registered office may be, but need not be, the same as the place of business of the corporation but the registered office and the business address of the agent must be the same. The corporation cannot act as its own registered agent.

Any subsequent change in the registered office or agent must be immediately reported to the Secretary of State:

To:	SECRETARY OF STATE
	P.O. Box 778
	Jefferson City, Missouri 65102	Charter No. 150975

The undersigned corporation, organized existing under the laws of the State of Missouri for the purpose of changing its registered agent or its registered office, or both, in Missouri as provided by the provisions of “The General and Business Corporation Act of Missouri,” represents that:

1.The name of the corporation is Spectrum Emergency Care, Inc.

2.The name of its PRESENT registered agent (before change) is C.T. Corporation System

3.The name of the new registered agent is Mr. Michael N. Newmark, c/o Gallop, Johnson, Neuman

4.The address, including street number, if any, of its PRESENT registered office (before change) is 906 Olive Street, St. Louis, Missouri 63101

5.Its registered office (including street number, if any change is to be made) is hereby CHANGED TO 101 South Hanley, Clayton, Missouri 63105

6.The address of its registered office and the address of the business office of its registered agent, as changed will be identical.

Corp. 58 (1-86)   (Over)

13

7.Such change was authorized by resolution duly adopted by the board of directors.

IN WITNESS WHEREOF, the undersigned corporation has caused this report to be executed in its name by its PRESIDENT, attested by its SECRETARY this 24th day of May, 1988

	Spectrum Emergency Care, Inc.
	Name of Corporation
(Corporate Seal)	By	/s/ Julian Carr
		President
If no seal, state “none”.

Attest:

/s/ X

Secretary

State of Missouri	)
	) ss
County of St. Louis	)

I, Barbara Dallmeyer, a Notary Public, do hereby certify that on the 24th day of May, 1988, personally appeared before me Julian Carr, who declares he is President of the corporation, executing the foregoing document, and being first duly sworn, acknowledged that he signed the foregoing document in the capacity therein set forth and declared that the statements therein contained are true.

IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year before written.

(Notarial Seal)	/s/ Barbara Dalleyer
	Notary Public
	My commission expires

14

STATE OF MISSOURI

ROY D. BLUNT, Secretary of State

CORPORATION DIVISION

Statement of Change of Business Office

of a Registered Agent

of a Foreign or Domestic Corporation

INSTRUCTIONS

There is a $5.00fee for filing this statement. It must filed in DUPLICATE for the corporation listed in the statement. All copies must be signed and notarized. The registered agent should sign in his individual name, unless the registered agent is a corporation, in which case the statement shall be executed by its president or vice president and verified by him, sealed with the corporate seal and attested by its secretary or an assistant secretary.

Make check payable to “Director of Revenue.”

This form is for use by a registered agent ONLY.

To:	SECRETARY OF STATE
	P.O. Box 778
	Jefferson City, Missouri 65102	Charter No. 00150975

The undersigned registered agent, for the purpose of changing its business office in Missouri as provided by the provisions of “The General and Business Corporation Act in Missouri, represents that:

1.The name of the corporation (in Missouri) is SPECTRUM EMERGENCY CARE, INC.

2.The name of this registered agent is C T CORPORATION SYSTEM

3.The address, including street number, if any, of the PRESENT business office of the registered agent is 314 North Broadway, St. Louis, Missouri 63102

4.The address, including street number, if any, of the business office of the registered agent is hereby CHANGED TO 906 Olive Street, St. Louis, Missouri 63101

5.Notice in writing of the change has been mailed by the registered agent to the corporation named above.

6.The address of the registered office of the corporation named above and the business office of the registered agent, as changed, is identical.

15

(THE FOLLOWING SHOULD BE EXECUTED ONLY IF THE REGISTERED AGENT IS A NATURAL PERSON) IN WITNESS WHEREOF, the undersigned registered agent has caused this report to be executed this                                                                            day of                                                             , 19        .

Signature of Registered Agent

State of	)
	) ss
County of	)

On this                                        day of                                                               , in the year 19      , before me,                                                                             , a Notary Public in and for said state, personally appeared                                                                            known to me to be the person who executed the within Statement of Change of Business Office and acknowledged to me that                                          executed the same for the purposes therein stated.

(Notarial Seal)
	Notary Public
	My commission expires

(THE FOLLOWING SHOULD BE EXECUTED ONLY IF THE REGISTERED AGENT IS A CORPORATION) IN WITNESS WHEREOF, the undersigned corporation has caused this report to be executed in its name by its ASSISTANT VICE PRESIDENT, attested by its SECRETARY or ASSISTANT SECRETARY this 8th day of January, 1988.

(Corporate Seal) CT CORPORATION SYSTEM

CORPORATE SEAL

1936

DELAWARE

If no seal, state “none”.

CT CORPORATION SYSTEM
Name of Corporation
By	/s/ Mary G. Murray
	Assistant Vice-President

16

Attest:

/s/
Assistant Secretary
State of New York	)
	)ss
County of New York	)

On this 8th day of January in the year 1988, before me Theresa Alfieri, a Notary Public in and for said state, personally appeared

Mary G. Murray, Assistant Vice President
Name	Title

C T Corporation System known to me to be the person

Name of Corporation

who executed the within Statement of Change of Business Office in behalf of said corporation and acknowledged to me that she executed the same for the purposes therein stated.

/s/ Theresa Alfieri

Notary Public

My commission expires

17

ARTICLES OF MERGER

(SECTION 351.447, RSMo.)

HONORABLE JAMES C. KIRKPATRICK

SECRETARY OF STATE

STATE OF MISSOURI

JEFFERSON CITY, MO. 65101

Pursuant to the provisions of The General and Business Corporation Law of Missouri, the undersigned corporation certify the following:

(1) SPECTRUM EMERGENCY CARE, INC., a Missouri corporation.

(2) AMERICARE, INC. a California corporation are hereby merged and SPECTRUM EMERGENCY CARE, INC., a Missouri corporation, is the surviving corporation.

(3) On May 26, 1981 the board of directors of SPECTRUM EMERGENCY CARE, INC. by duly adopted resolution approved the plan of merger set forth in these articles.

(4) This plan of merger has been adopted pursuant to Section 351.447 RSMo.

(5) The resolution of the board of directors of the parent corporation, SPECTRUM EMERGENCY CARE, INC., a Missouri corporation, approving the plan of merger is as follows:

RESOLVED: That this corporation merge into itself AMERICARE, INC. its subsidiary California Corporation and that the Plan of Merger submitted is hereby approved.

(6) That the parent corporation SPECTRUM EMERGENCY CARE, INC., a Missouri corporation, is in compliance with the 90 percent ownership requirement of Section 351.447 RSMo. and will maintain at least 90 per cent ownership of each of the other corporations, party to the merger, until the issuance of the Certificate of Merger by the Secretary of State of Missouri.

(7) PLAN OF MERGER

18

1. SPECTRUM EMERGENCY CARE, INC., a Missouri corporation is the survivor.

2. All of the property, rights, privileges, leases and patents of AMERICARE, INC., a California corporation are to be transferred to and become the property of SPECTRUM EMERGENCY CARE, INC., a Missouri corporation, the survivor.

The officers and board of directors of the above named corporations are authorized to execute all deeds, assignments, and documents of every nature which may be needed to effectuate a full and complete transfer of ownership.

3. The officers and board of directors of SPECTRUM EMERGENCY CARE, INC., a Missouri corporation, shall continue in office until their successors are duly elected and qualified.

4. The articles of incorporation of the survivor are not amended.

5. These Articles of Merger shall be effective for all accounting purposes on January 1, 1981.

IN WITNESS WHEREOF, these Articles of Merger have been executed in duplicate by the aforementioned corporations as of the day and year hereafter acknowledged.

	SPECTRUM EMERGENCY CARE, INC.
	By	/s/ David D. Dayton
		David D. Dayton, Vice President
(Corporate Seal)
Attest:
/s/ Priscilla M. Bodnar
Priscilla M. Bodnar, Asst. Secretary
	AMERICARE,
	By	/s/ David D. Dayton
(Corporate Seal)		David D. Dayton, Vice President

19

Attest:

/s/ Priscilla M. Bodnar

Priscilla M. Bodnar, Asst. Secretary

20

STATE OF PENNSYLVANIA	)
	) SS
COUNTY OF PHILADELPHIA	)

On this 26th day of May in the year 1981, before me Andrea M. Mace Notary Public in and for said state, personally appeared David D. Dayton, V.P. of AMERICARE, INC. known to me to be the person who executed the within Articles of Merger in behalf of said corporation and acknowledged to me that he executed the same for the purposes therein stated.

/s/ Andrea M. Mace

Notary Public

21

State of Missouri . . . Office of Secretary of State

JAMES C. KIRKPATRICK, Secretary of State

CORPORATION DIVISION

Articles of Merger

(SECTION 351.447, RSMo. SUPP. 1977)

(To be submitted in DUPLICATE by an Attorney)

HONORABLE JAMES C. KIRKPATRICK

SECRETARY OF STATE

STATE OF MISSOURI

JEFFERSON CITY, MO. 65101

Pursuant to the provisions of The General and Business Corporation Law of Missouri, the undersigned Corporations certify the following:

(1)That TEMPORARY MEDICAL STAFFING SERVICES, INC. of New York

(Name of Corporation)(Parent State)

(2)That SPECTRUM EMERGENCY CARE, INC. of Missouri

(Name of Corporation)(Parent State)

(3)That                                                                                of                                              are hereby merged and that

(Name of Corporation)(Parent State)

the above named SPECTRUM EMERGENCY CARE, INC. is the surviving corporation.

(Name of Corporation)

(4)That the Board of Directors of TEMPORARY MEDICAL STAFFING SERVICES, INC. met on September 26,

(Name of Corporation)

1980 and by resolution adopted by a majority vote of the members of such board approved the Plan of Merger set forth in these articles.

(5)That the Board of Directors                                 

(Name of Corporation)

met on                                                                                    and by resolution adopted by a majority vote of the members of such beard approved the Plan of Merger set forth in these articles.

(6)That the Board of Directors

(Name of Corporation)

met on                                                                                                      and by resolution adopted by a majority vote of the members of such board approved the Plan of Merger set forth in these articles.

22

(7)That this plan of merger has been adopted pursuant to Section 351.447, RSMo. Supp. 1977.

(8)That the resolution of the Board of Directors of the parent corporation, SPECTRUM EMERGENCY CARE, INC., approving the Plan of Merger is as follows:

RESOLVED: That the Plan of Merger between TEMPORARY MEDICAL STAFFING SERVICES, INC., wholly owned subsidiaries of this corporation is hereby approved.

(9)That the parent corporation, SPECTRUM EMERGENCY CARE, INC., is in compliance with the 90 per cent ownership requirement of Section 351.447 RSMo. Supp. 1977, and will maintain at least 90 per cent ownership of each-of the other corporations, party to the merger, until the issuance of the Certificate of Merger by the Secretary of State of Missouri.

(10)PLAN OF MERGER

1.SPECTRUM EMERGENCY INC. of Missouri is the survivor.

2.All of the property, rights, privileges, leases and patents of the TEMPORARY MEDICAL STAFFING SERVICES, INC. corporation and                                                                        corporation are to be transferred to and become the property of SPECTRUM EMERGENCY CARE, INC., the survivor. The officers and board of directors of the above named corporations are authorized to execute all deeds, assignments, and documents of every nature which may be needed to effectuate a full and complete transfer of ownership.

3.The officers and board of directors of SPECTRUM EMERGENCY CARE, INC. shall continue in office until their successors are duly elected and qualified under the provisions of the by-laws of the surviving corporation.

4.(To be completed if the parent corporation does not own all of the outstanding shares of each of the subsidiary corporations party to the merger.)

The consideration paid by the surviving corporation upon surrender of each share of the subsidiary corporation(s) which is not owned by the parent corporation is as follows:

All of the outstanding shares of the subsidiary corporations are owned by the parent corporation.

5.(To be completed if the parent corporation is not the surviving corporation.)

23

Not applicable

a.the outstanding shares of                                                                     parent corporation, shall be exchanged for shares of                                                 , surviving corporation on the following basis:

b.The proposed merger has been approved by receiving the affirmative vote of at least two-thirds of the outstanding shares of                                                     , parent corporation, entitled to vote thereon at a meeting thereof duly called and held on                                                                            at

6.(To be completed if the surviving corporation is a Missouri corporation.)

The name of the surviving corporation, SPECTRUM EMERGENCY CARE, INC. is not changed as follows:

7.The articles of incorporation of the survivor are not amended as follows:                                    aforementioned corporations as of the day and year hereafter acknowledged.

(Corporate Seal)	SPECTRUM EMERGENCY CARE, INC.
	(Name of Corporation)
Attest:	by	/s/ David D. Dayton
		Vice - (President)
		David D. Dayton
/s/ Priscilla M. Bodnar
Assistant - (Secretary)
Priscilla M. Bodnar
(Corporate Seal)	TEMPORARY MEDICAL STAFFING SERVICES, INC.
	(Name of Corporation)
Attest:	by	/s/ David D. Dayton
		Vice - (President)
		David D. Dayton
/s/ Priscilla M. Bodnar
Assistant - (Secretary)
Priscilla M. Bodnar

24

(Corporate Seal)	(Name of Corporation)
Attest:	by
		(President)
(Secretary)

25

STATE OF Pennsylvania	)
	)    ss.
COUNTY OF Philadelphia	)

On this day of 7th day of October in the year 1980, before me Geraldine Thomas, Notary Public in and for said state, personally appeared David D. Dayton, Vice President, SPECTRUM EMERGENCY CARE, INC.

(Name) (Title) (Name of Corporation)

known to me to be the person who executed the within Articles of Merger in behalf of said corporation and acknowledged to me that he executed the same for the purposes therein stated.

(Notary Seal)	/s/ Geraldine Thomson
	Notary Public

STATE OF Pennsylvania	)
	)    ss.
COUNTY OF Philadelphia	)

On this day of 7th day of October in the year 1980, before me Geraldine Thomson, Notary Public in and for said state, personally appeared David D. Dayton, Vice President, TEMPORARY MEDICAL STAFFING SERVICES, INC.

(Name) (Title) (Name of Corporation)

known to me to be the person who executed the within Articles of Merger in behalf of said corporation and acknowledged to me that he executed the same for the purposes therein stated.

(Notary Seal)	/s/ Geraldine Thomson
	Notary Public

STATE OF Pennsylvania	)
	)    ss.
COUNTY OF Philadelphia	)

On this day of                day of                                        in the year 19            , before me                                                                                                                         , Notary Public in and for said state, personally appeared

,	,	,
(Name)	(Title)	(Name of Corporation)

known to me to be the person who executed the within Articles of Merger in behalf of said corporation and acknowledged to me that he executed the same for the purposes therein stated.

(Notary Seal)
	Notary Public

26

State of Missouri . . . Office of Secretary of State

James C. Kirkpatrick, Secretary of State

Articles of Merger

(To be submitted in duplicate by an attorney)

HONORABLE JAMES C. KIRKPATRICK

SECRETARY OF STATE

STATE OF MISSOURI

JEFFERSON CITY, MO 65101

Pursuant to the provisions of The General and Business Corporation of Missouri, the under undersigned Corporations certify the following:

(1)That SPECTRUM EMERGENCY CARE, INC. of Missouri

(name of corporation)              (parent state)

(2)That PHYSICIANS CAREER CONSULTANTS, INC. of Missouri

(name of corporation                           (parent state)

(3)That                                                        of                                   are hereby merged and that the above named

(name of corporation)                         (parent state)

SPECTRUM EMERGENCY CARE, INC, is the surviving corporation.

(name of corporation)

(4)That the Board of Directors of SPECTRUM EMERGENCY CARE, INC. meet on September 16, 1980 and

(name of corporation)

by resolution adopted by a majority vote of the members of such. board approved the Plan of Merger set forth in these articles.

(5)That the Board of Directors of PHYSICIANS CAREER CONSULTANTS, INC. meet on September 26,

(name of corporation)

1980 and by resolution adopted by a majority vote of the members of such board approved the Plan of Merger set forth in these articles.

(6)That the Board of Directors of                                     meet on                            and by resolution adopted by

(name of corporation)

a majority vote of the members of such board approved the Plan of Merger set forth in these articles.

(7)The Plan of Merger was adopted by the unanimous written consent of the sole shareholder of SPECTRUM EMERGENCY CARE, INC. on September 26, 1980.

(8)The Plan of Merger shareholder was adopted by the unanimous written consent of the sole shareholder of PHYSICIANS CAREER CONSULTANTS, INC on September 26, 1980.

27

(9)The Plan of Merger thereafter was submitted to a vote at the special meeting of the shareholders of                                                  held on                                                                                                   at                                                                 and at such meeting there were                                                   shares voted and                              voted in favor and                                                              voted against said plan.

(10)PLAN OF MERGER  

1.SPECTRUM EMERGENCY CARE, INC. of Missouri is the survivor.

2.All of the property, rights, privileges, leases and patents of the PHYSICIANS CAREER CONSULTANTS, INC. are to be transferred to and become the property of SPECTRUM EMERGENCY CARE, INC., the survivor. The officers and board of directors of the above reamed corporations are authorized to execute all deeds, assignments, and documents of every nature which may be needed to effectuate a full and complete transfer of ownership.

3.The officers and board of directors of SPECTRUM EMERGENCY CARE, INC. shall continue in office until their successors are duly elected and qualified under the provisions of the by-laws of the surviving corporation.

4.Since all of the issued and outstanding shares of SPECTRUM EMERGENCY CARE, INC., the surviving corporation, and all of the issued and outstanding shares of PHYSICIANS CAREER CONSULTANTS, INC., the merging corporation, are owned by ARA SERVICES, INC., a Delaware corporation, on the effective date of the merger all of the issued and outstanding shares of PHYSICIANS CAREER CONSULTANTS, INC., the merging corporation, shall be cancelled and no shares of the surviving corporation shall be issued in exchange therefor.

5.The outstanding shares of                                                                               shall be exchanged for shares of                                                                  on the following basis:

6.The articles of incorporation of the survivor are not amended as follows:

IN WITNESS WHEREOF, these Articles of Merger have been, executed in duplicate by the aforementioned corporations as of the day and year hereafter acknowledged.

(CORPORATE SEAL)	SPECTRUM EMERGENCY CARE, INC.
	By	/s/ David D. Dayton
		Vice (President)
		David D. Dayton

28

Attest:	PHYSICIANS CAREER CONSULTANTS, INC.
/s/ Priscilla M. Bodnar
Assistant (Secretary)	by	/s/ David D. Dayton
Priscilla M. Bodnar		Vice (President)
(CORPORATE SEAL)		David D. Dayton

Attest:

/s/ Priscilla M. Bodnar
Assistant (Secretary)
Priscilla M. Bodnar
(CORPORATE SEAL)	by
		(President)
(Secretary)

29

STATE OF PENNSYLVANIA	)
	)	ss.
COUNTY OF PHILADELPHIA	)

I, Georgeen Abel, a notary public, do hereby certify/that on this 30 day of September, 1980, personally appeared before me David D. Dayton who, being by me first duly sworn, declared that he is the Vice President of SPECTRUM EMERGENCY CARE, INC. that he signed the foregoing document as Vice President of the corporation, and that the statements therein contained are true.

/s/ Georgeen Abel

Notary Public

(NOTARIAL SEAL)

My Commission expires

STATE OF PENNSYLVANIA	)
	)	ss.
COUNTY OF PHILADELPHIA	)

I, Georgeen Abel, a notary public, do hereby certify/that on this 30 day of September, 1980, personally appeared before me David D. Dayton, who, being by me first duly sworn, declared that he is the Vice President of PHYSICIANS CAREER CONSULTANTS, INC., that he signed the foregoing document as Vice President of the corporation, and that the statements therein contained are true.

/s/ Georgeen Abel

Notary Public

(NOTARIAL SEAL)

My Commission expires

30

STATE OF	)
COUNTY OF	)	ss.

I,                                                                                                       , a notary public, do hereby certify/that on this                                                    day of                                , 19                  , personally appeared before me                                                                          , who, being by me first duly sworn, declared that he is the                                                                of                                                                                                               , that he signed the foregoing document as                                                                                of the corporation, and that the statements therein contained are true.

Notary Public

(NOTARIAL SEAL)

My commission expires

31

STATE OF MISSOURI OFFICE OF SECRETARY OF STATE

AMENDMENT OF ARTICLES OF INCORPORATION

HONORABLE JAMES C. KIRKPATRICK

SECRETARY OF STATE

STATE OF MISSOURI

JEFFERSON CITY, MO. 65102

Pursuant to the provisions of The General and Business Corporation Law of Missouri, the undersigned Corporation certifies the following:

(1)   The name of the Corporation is PHYSICIANS PLACEMENT GROUP, INC.

The name under which it was originally organized was PHYSICIANS PLACEMENT GROUP, INC.

(2)   An amendment to the Corporation’s Articles of Incorporation was adopted by the shareholders on February 11 1980.

(3)   The amendment adopted is as follows:

“Resolved that Article One of the Articles of Incorporation be amended to read as follows:

ARTICLE ONE

The name of the corporation is SPECTRUM EMERGENCY CARE, INC.”

(4)   Of the 1002 shares outstanding 1002 of such shares were entitled to vote on such: amendment.

The number of outstanding shares of any class entitled to vote thereon as a class were as follows:

Class	Number of Outstanding Shares
Common	1002

(5) The number of shares voted for and against the amendment was as follows:

32

Class	No. Voted For	No. Voted Against
Common	1002	None

IN WITNESS WHEREOF, the undersigned Vice President has executed this instrument and its Assistant Secretary has affixed its corporate seal hereto and attested said seal on the 11 day of February, 1980.

Place

Corporate Seal

Here

PHYSICIANS PLACEMENT GROUP, INC.

ATTEST:

/s/ Priscilla M. Bodnar	By	/s/ David D. Dayton
Assistant Secretary		Vice President

STATE OF Pennsylvania	)
	)	SS
COUNTY OF Philadelphia	)

I, Georgeen Abel, a notary public, do hereby certify that on this 11 day of February, 1980, personally appeared before me David D. Dayton who, being by me first duly .sworn, declared that he is the Vice President of PHYSICIANS PLACEMENT GROUP, INC., that he signed the foregoing document as President of the corporation, and that the statements therein contained are true.

/s/ Georgeen Abel

Notary Public

(NOTARIAL SEAL)

My commission expires

33

ARTICLE OF MERGER

OF

PHYSICIANS PLACEMENT GROUP, INC.

The undersigned corporations, pursuant to the provisions of “The General and Business Corporation Law of Missouri” as amended, hereby execute the following articles of merger:

ARTICLE ONE

The name of the corporations proposing to merge and the names of the States under the law of which such corporations are organized, are as follows:

Name of Corporation	State of Incorporation
PHYSICIANS PLACEMENT GROUP, INC.	Missouri
THE CHURCHILL MANAGEMENT GROUP, INC.	New York

ARTICLE TWO

The laws of New York the State under which such foreign corporation is organized, permit such merger.

ARTICLE THREE

The name of the surviving corporation shall be PHYSICIANS PLACEMENT GROUP, INC. and it shall be governed by the laws of the State of Missouri.

ARTICLE FOUR

The plan of merger is as follows:

PLAN OF MERGER

FIRST: PHYSICIANS PLACEMENT GROUP, INC., a corporation organized under the laws of the State of Missouri, shall merge with and into itself and assume the liabilities and obligations of THE CHURCHILL MANAGEMENT GROUP, INC., a corporation organized under the laws of the State of New York. The name of the surviving corporation is PHYSICIANS PLACEMENT GROUP, INC.

SECOND: The manner and basis of dealing with the outstanding shares of capital stock of the constituent corporations shall be as follows:

34

(a)  Each share of the capital stock of PHYSICIANS PLACEMENT GROUP, INC. outstanding at the effective date of the merger shall continue to be one share of the capital stock of the Surviving Corporation from and after the effective date of the merger;

(b)  All of the shares of capital stock (whether or not issued and outstanding) of the Merging Corporations and all rights with respect thereto shall be eliminated and shall cease to exist at the effective date of the merger, and the certificates representing such shares shall be cancelled upon the surrender of such shares to the Surviving Corporation and no shares or other securities or obligations or cash of the Surviving Corporation shall be issued in exchange therefor; and

(c)  Each share of the capital stock of the Surviving Corporation continuing outstanding in accordance herewith shall be duly and validly issued, fully paid and nonassessable.

THIRD: The Articles of Incorporation of PHYSICIANS PLACEMENT GROUP, INC. shall be the Articles of Incorporation of the corporation surviving the merger. No changes or amendments shall be made to the Articles of Incorporation because of the merger.

FOURTH: The by-laws of PHYSICIANS PLACEMENT GROUP, INC. shall be the by-laws of the corporation surviving the merger.

FIFTH: The directors and officers of PHYSICIANS PLACEMENT GROUP, INC. shall be the directors and officers of the corporation surviving the merger and shall serve until their successors are selected.

SIXTH: The officers of each corporation party to the merger shall be and hereby are authorized to do all acts and things necessary and proper to effect the merger.

SEVENTH: The merger shall be effective on September 28, 1979.

35

Dated: September 21, 1979.

ARTICLE FIVE

The Board of Directors of PHYSICIANS PLACEMENT GROUP, INC. met on September 21, 1979 and by resolution adopted by all of the members of such Board approved the plan of merger set forth in these articles, which plan thereafter was adopted by the unanimous written consent of the shareholders of PHYSICIANS PLACEMENT GROUP, INC.

The Board of Directors of THE CHURCHILL MANAGEMENT GROUP, INC. met on September 21, 1979 and by resolution adopted by all of the members of such Board approved the plan of merger set forth in these articles, which plan thereafter was adopted by the unanimous written consent of the shareholders of THE CHURCHILL MANAGEMENT GROUP, INC.

ARTICLE SIX

As to each corporation, the number of shares outstanding, the number of shares entitled to vote are:

	Total Number	Total Number
	of Shares	of Shares
Name of Corporation	Outstanding	Entitled to Vote
PHYSICIANS PLACEMENT GROUP, INC.	1,002	1,002
THE CHURCHILL MANAGEMENT GROUP, INC.	29,512	29,512

ARTICLE SEVEN

As to each corporation, the number of shares voted for and against the plan, respectively are:

Name of Corporation	Total Shares  Voted For	Total Shares Voted Against
PHYSICIANS PLACEMENT GROUP, INC.	1,000	-0-
THE CHURCHILL MANAGEMENT GROUP, INC.	29,512	-0-

36

ARTICLE EIGHT

All Provisions of the law of the State of Missouri and the State of New York applicable to the proposed merger have been complied with.

IN WITNESS WHEREOF, said PHYSICIANS PLACEMENT GROUP, INC., corporation existing under the laws of the State of Missouri, has caused these articles to be executed in its name by its vice-president, and its corporate seal to be thereto affixed, attested by its assistant secretary this 26th day of September, 1979.

PHYSICIANS PLACEMENT GROUP, INC.
By	/s/ David D. Dayton
	David D. Dayton
	Vice President

37

CORPORATE SEAL)

Attest:

/s/ Priscilla M. Bodnar

Priscilla M. Bodnar

Assistant Secretary

38

IN WITNESS WHEREOF, THE CHURCHILL MANAGEMENT GROUP, INC., a corporation existing under the laws of the State of New York, has caused these articles to be executed in its name by its vice-president and its corporate seal to be thereto affixed attested by its assistant secretary this 26th day of September, 1979.

THE CHURCHILL MANAGEMENT GROUP, INC.
By	/s/ David D. Dayton
	David D. Dayton
	Vice President

(CORPORATE SEAL)

Attest:

/s/ Priscilla M. Bodnar

Priscilla M. Bodnar

Assistant Secretary

STATE OF PENNSYLVANIA	)
	)	ss.
COUNTY OF PHILADELPHIA	)

I, Georgeen E. Abel, a Notary Public, do hereby certify that on this 26th day of September, 1979, personally appeared before me David D. Dayton, who, being by me first duly sworn declared that he is the Vice President of PHYSICIANS PLACEMENT GROUP, INC., that he signed the foregoing document as Vice President of the corporation, and that the statements therein contained are true.

/s/ Georgeen E. Abel

Notary Public

My Commission Expires

39

STATE OF PENNSYLVANIA	)
	)	ss.
COUNTY OF PHILADELPHIA	)

I, Georgeen E. Abel, a Notary Public, do hereby certify that on this 26th day of September, 1979, personally appeared before me David D. Dayton, who, being by me first duly sworn declared that he is the Vice President of THE CHURCHILL MANAGEMENT GROUP, INC.. that he signed the foregoing document as Vice President of the corporation, and that the statements therein contained are true.

/s/ Georgeen E. Abel

Notary Public

My Commission Expires

40

TO BE FILED IN TRIPLICATE

NO FEE

Please read instructions on back of report before attempting to execute.

Certificate of Change of Registered Agent and Registered Office by Foreign or Domestic Corporations

STATE OF	)
	)	ss.
COUNTY	)

To	SECRETARY OF STATE,
	Jefferson City, Missouri.

The undersigned corporation, organized and existing under the laws of the State of Missouri for the purpose of changing its registered agent or its registered office, or both, in Missouri as provided by the provisions of “The General and Business Corporation Act of Missouri,” represents that:

1. The name of the corporation is PHYSICIANS PLACEMENT GROUP, INC.

2. The name of its FORMER registered agent is DOUGLAS D. JOYCE

3. The address, including street and number, if any, of its FORMER registered office is 970 Executive Parkway, St. Louis, MO 63141

4. The name of the NEW registered agent is C.T. CORPORATION SYSTEM

5. Its registered office is hereby CHANGED TO 314 North Broadway, St. Louis, Missouri 63102 (including street and number if any change in the registered office is to be made.)

6. The address of its registered office and the address of the business office of its registered agent, as changed, will be identical.

7. Such change was authorized by resolution duly adopted by the board of directors.

IN WITNESS WHEREOF, the undersigned corporation has caused this report to be executed in its name by its Vice President attested by its Assistant Secretary (PRESIDENT OR VICE-PRESIDENT) (SECRETARY OR ASSISTANT SECRETARY) this 12th day of April, A.D. 1979.

PHYSICIANS PLACEMENT GROUP, INC.

41

(Corporate Seal)	By:	/s/ David D. Dayton
		PRESIDENT OR VICE-PRESIDENT
		David D. Dayton
		Vice President

Attest:

/s/ Priscilla M. Bodnar

SECRETARY OR ASSISTANT SECRETARY

Priscilla M. Bodnar

STATE OF PENNSYLVANIA	)
	)	ss.
COUNTY OF PHILADELPHIA	)

I, Georgeen Abel, a Notary Public, do hereby certify that on the 30 day of April, A.D. 1979, personally appeared before me David D. Dayton who declares he is President or Vice-President of the corporation, executing the foregoing document, and being first duly sworn, acknowledged that he signed the foregoing document in the capacity therein set forth and declared that the statements therein contained are true.

IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year before written.

(Notarial Seal)	/s/ Georgeen Abel
	NOTARY PUBLIC
	My Commission Expires:

CHANGE OF REGISTERED AGENT

AND OFFICE OF

NOTICE

This certificate must be filed in duplicate. The corporation cannot act as its own registered agent.

The registered office may be, but need not be, the same as the place of business of the corporation, but the registered office and the business address of the agent must be the same.

Any subsequent change in the registered office or agent must be immediately reported to the Secretary of State on blanks furnished for that purpose.

42

STATE of MISSOURI

James C. Kirkpatrick, Secretary of State

Corporation Divisions

Statement of Change of Registered Agent or Registered Office

by Foreign or Domestic Corporations

INSTRUCTIONS

There is no fee for filing this statement. It must be filed in DUPLICATE (both copies signed and notarized).

The statement should be sealed with the corporate seal. If it does not have a seal, write “no seal” where the seal would otherwise appear.

The registered office may be, but need not be, the same as the place of business of the corporation, but the registered office and the business address of the agent must be the same. The corporation cannot act as its own registered agent.

Any subsequent change in the registered office or agent must be immediately reported to the Secretary of State. These forms are available upon request from the Office of the Secretary of State.

To	SECRETARY OF STATE,
	Jefferson City, Missouri.	Charter No. 150975

The undersigned corporation, organized and existing under the laws of the State of Missouri for the purpose of changing its registered agent or its registered office, or both, in Missouri as provided by the provisions of “The General and Business Corporation Act of Missouri,” represents that:

1. The name of the corporation is Physicians Placement Group, Inc.

2. The name of its PRESENT registered agent (before change) is Douglas D. Joyce

3. The name of the new registered agent is Douglas D. Joyce

4. The address, including street number, if any, of its PRESENT registered office (before change) is 7701 Forsyth, St. Louis, Missouri 63105

5. Its registered office (including street number, if any change is to be made) is hereby CHANGED TO 970 Executive Parkway, Suite 101, St. Louis, Missouri 63141

6. The address of its registered office and the address of the business office of its registered agent, as changed, will be identical.

7. Such change was authorized by resolution duly adopted by the board of directors.

43

IN WITNESS WHEREOF, the undersigned corporation has caused this report to be executed in its name by its PRESIDENT OR VICE-PRESIDENT, attested by its SECRETARY OR ASSISTANT SECRETARY this 13 day of October, A.D. 1977.

PHYSICIANS PLACEMENT GROUP, INC.

NAME OF CORPORATION

(Corporate Seal)	By	/s/ Douglas D. Joyce
		PRESIDENT OR VICE-PRESIDENT

Attest:

/s/

SECRETARY OR ASSISTANT SECRETARY

STATE OF MISSOURI	)
	)	ss.
COUNTY OF ST. LOUIS	)

I, Christine Bergt, a Notary Public, do hereby certify that on the 13th day of October, A.D. 1977, personally appeared before me Douglas D. Joyce who declares he is President or Vice-President of the corporation, executing the foregoing document, and being first duly sworn, acknowledged that he signed the foregoing document in the capacity therein set forth and declared that the statements contained therein are true.

IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year before written.

	/s/ Christine Bergt
(Notarial Seal)	NOTARY PUBLIC
	My term expires

44

STATE of MISSOURI

James C. Kirkpatrick, Secretary of State

Corporation Division

Statement of Change of Registered Agent or Registered Office

by Foreign or Domestic Corporations

INSTRUCTIONS

There is no fee for filing this statement. It must be filed in DUPLICATE (both copies signed and notarized). [The statement should be sealed with the corporate seal. If it does not have a seal, write “no seal” where the seal would otherwise appear.

The registered office may be, but need not be, the same as the place of business of the corporation, but the registered office and the business address of the agent must be the same. The corporation cannot act as its own registered agent.

Any subsequent change in the registered office or agent must be immediately reported to the Secretary of State. These forms are available upon request from the Office of the Secretary of State.

To SECRETARY OF STATE,
Jefferson City, Missouri.	Charter No. 150975

The undersigned corporation, organized and existing under the laws of the State of Missouri for the purpose of changing its registered agent or its registered office, or both, in Missouri as provided by the provisions of “The General and Business Corporation Act of Missouri,” represents that:

1. The name of the corporation is Physicians Placement Group, Inc.

2. The name of its PRESENT registered agent is Mr. Douglas D. Joyce.

3. The address, including street number, if any, of its PRESENT registered office is 111 South Bemiston, Suite 206, Saint Louis, Missouri 63105.

4. The name of the registered agent is CHANGED TO No Change.

5. Its registered office is hereby CHANGED TO 7701 Forsyth Boulevard, Suite 453, Saint Louis, Missouri 63105 (including street number).

6. The address of its registered office and the address of the business office of its registered agent, as changed, will be identical.

45

7. Such change was authorized by resolution duly adopted by the board of directors.

IN WITNESS WHEREOF, the undersigned corporation has caused this report to be executed in its name by its PRESIDENT OR VICE-PRESIDENT, attested by its SECRETARY OR ASSISTANT SECRETARY

this 30th day of August, A.D. 1973

Physicians Placement Group, Inc.

NAME OF CORPORATION

(Corporate Seal)

By	/s/ Douglas D. Joyce
	(PRESIDENT)

Attest:

/s/

(SECRETARY)

STATE OF Missouri	)
	)	ss.
COUNTY OF St. Louis	)

I, Sylvia L. Oller, a Notary Public, do hereby certify that on the 30th day of August, A.D. 1973, personally appeared before me DOUGLAS D. JOYCE who declares he is President of the corporation, executing the foregoing document, and being first duly sworn, acknowledged that he signed the foregoing document in the capacity therein set forth and declared that the statements therein contained are true.

IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year before written.

	/s/ Sylvia L. Oller
(Notarial Seal)	NOTARY PUBLIC
	My term expires January 28, 1977

46

STATE of MISSOURI

James C. Kirkpatrick, Secretary of State

Corporation Division

Certificate of Change of Registered Agent and Registered Office

by Foreign or Domestic Corporations

(TO BE FILED IN DUPLICATE. NO FEE.)

Please read instructions on back of report before attempting to execute

To	SECRETARY OF STATE,	Charter No. 150975
	Jefferson City, Missouri.

The undersigned corporation, organized and existing under the laws of the State of Missouri for the purpose of changing its registered agent or its registered office, or both, in Missouri as provided by the provisions of “The General and Business Corporation Act of Missouri,” represents that:

1. The name of the corporation is PHYSICIANS PLACEMENT GROUP, INC.

2. The name of its FORMER registered agent is MR. DAVID L. JOYCE

3. The address, including street and number, if any, of its FORMER registered office is 3714 Hawkstone Drive, Suite 7, St. Louis, Missouri 63125

4. The name of the registered agent is CHANGED TO MR. DOUGLAS D. JOYCE

5. Its registered office is hereby CHANGED TO 111 S. Bemiston, Suite 206, Clayton, Missouri 63105 (including street and number if any change in the registered office is to be made.)

6. The address of its registered office and the address of the business office of its registered agent, as changed, will be identical.

7. Such change was authorized by resolution duly adopted by the board of directors.

47

IN WITNESS WHEREOF, the undersigned corporation has caused this report to be executed in its name by its

/s/ Douglas D. Joyce		, attested by its
(PRESIDENT OR VICE PRESIDENT)
/s/		, this 4 day of May, A.D. 1972
(SECRETARY OR ASSISTANT SECRETARY)
By	/s/ Douglas D. Joyce	,
	(PRESIDENT OR VICE PRESIDENT)
(Corporate Seal)
Attest
/s/		,
(SECRETARY OR ASSISTANT SECRETARY)

STATE OF	}
	} ss.
COUNTY OF	}

I,                                 , a Notary Public, do hereby certify that on the 4 day of May, A.D. 1972, personally appeared before me Douglas D. Joyce who declares he is President or Vice-President of the corporation, executing the foregoing document, and being first duly sworn, acknowledged that he signed the foregoing document in the capacity therein set forth and declared that the statements therein contained are true.

IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year before written.

(Notarial Seal)

/s/

NOTARY PUBLIC

My term expires

48

CHANGE OF REGISTERED AGENT AND OFFICE OF

PHYSICIANS PLACEMENT GROUP, INC.

NOTICE

This certificate must be filed in duplicate. The corporation cannot act as its own registered agent.

The registered office may be, but need not be, the same as the place of business of the corporation, but the registered office and the business address of the agent must be the same.

49

Any subsequent change in the registered office or agent must be immediately reported to the Secretary of State on blanks furnished for that purpose.

50

State of Missouri Office of Secretary of State

ARTICLES OF INCORPORATION

(To be submitted in duplicate by an attorney)

HONORABLE JAMES C. KIRKPATRICK

SECRETARY OF STATE

STATE OF MISSOURI

JEFFERSON CITY, MO. 65102

The undersigned natural person(s) of the age of twenty-one years or more for the purpose of forming a corporation under The General and Business Corporation Law of Missouri adopt the following Articles of Incorporation:

ARTICLE ONE

The name of the corporation is: Physicians Placement Group, Inc.

ARTICLE TWO

The address, including street and number, if any, of the corporation’s initial registered office in this state is:

3714 Hawkstone Drive, Suite 7, St. Louis, Missouri, 63125

and the name of its initial registered agent at such address is:

Mr. David L. Joyce

ARTICLE THREE

The aggregate number, class and par value, if any, of shares which the corporation shall have authority to issue shall be:

1002 Shares - Common Stock - $1.00 Par Value

The preferences, qualifications, limitations, restrictions, and the special or relative rights, including convertible rights, if any, in respect of the shares of each class are as follows:

None

ARTICLE FOUR

The number and class of shares to be issued before the corporation shall commence business, the consideration to be paid therefor and the capital with which the corporation will commence business are as follows:

51

				Par Value (or for shares
				without par value, show
		Consideration		amount of consideration
No. of Shares	Class	to be paid		paid which will be capital)
1002	Common	$	1,002.00	$1,002.00 (1,002 shares at
				$1.00 par value)

The corporation will not commence business until consideration of the value of at least Five Hundred Dollars has been received for the issuance of shares.

ARTICLE FIVE

The name and place of residence of each incorporator is as follows:

Name:	Street	City
Mr. David L. Joyce	3714 Hawkstone Drive, Suite 7	St. Louis, MO 63125

ARTICLE SIX

The number of directors to constitute the board of directors is Three

ARTICLE SEVEN

The duration of the corporation is Perpetual

The corporation is formed for the following purposes: A. To provide by contract, or otherwise licensed physicians to hospitals and clinics.

B. To acquire and dispose of all or any part of the good will, rights, property and business of any person, entity, partnership, association or corporation heretofore or hereafter engaged in any business which the Corporation has power to conduct; to pay for the same in cash or in stocks, bonds or other obligations of the Corporation, or otherwise; and to assume in connection therewith any liabilities of any such person, entity, partnership, association or corporation, and conduct in any lawful manner the whole or any part of the business thus acquired.

C. To make contracts; to borrow money, and to issue, sell or pledge its obligations and evidences of indebtedness, and to pledge, mortgage, and/or hypothecate certain or all of the assets of the corporation to secure the payment thereof; to make any guaranty respecting stock, leases, securities, interest, indebtedness, contract or other obligations, and to do any and all other incidental acts and things necessary to borrow money on the part of the Corporation.

D. To enter into partnerships or joint ventures for carrying on any lawful business for which the Corporation is organized.

52

E. To act as agent or representative of others for any lawful business purposes.

F. To conduct its lawful business within this State and other states and to qualify for admission to do business in other states and to comply with the laws and regulations pertaining to the doing of business in such other states as may be deemed desirable, expedient and proper from time to time.

G. To purchase, own, hold, sell, transfer, reissue or cancel (but not to vote) shares of its own capital stock if and when the capital of the Corporation is not thereby impaired; to acquire, guarantee, hold, own and vote and to sell, assign, transfer, mortgage, pledge or otherwise dispose of the capital stock, bonds, securities or evidences of indebtedness of any other corporation, domestic or foreign.

H. To do all acts and things necessary, proper, advisable, or convenient for the accomplishment of the purposes and powers set forth herein, or incidental thereto, and all other legal acts permitted general and business corporations.

I. Physicians Placement Group, Inc. shall exercise no control over the manner in which the physician practices. The relationship of the licensed physician to Physicians Placement Group, Inc. is that of an independent contractor and is not in any manner to be considered that of employee status.

J. Physicians Placement Group, Inc. is not, in any way, engaged in the practice of medicine.

K. The enumeration of specific powers herein is not intended as an exclusion or waiver of any powers, rights or privileges granted or conferred by the corporation laws of Missouri now or hereafter in force, or the laws of such other states in which this Corporation may from time to time be conducting its business and under which the Corporation may from time to time qualify; nor shall the enumeration or expression of one power or purpose in these Articles be deemed to include another not expressed, although it be of like nature.

IN WITNESS WHEREOF, these Articles of Incorporation have been signed this 3 day of November, 1971.

/s/ David L. Joyce

53

STATE OF	)
	) ss
COUNTY OF	)

I, Howard H. Hansen, a notary public, do hereby certify that on the 3 day of November, 1971, personally appeared before me, David L. Joyce (and                             ,) who being by me first duly sworn, (severally) declared that he is (they are) the person(s) who signed the foregoing document as incorporator(s), and that the statements therein contained are true.

	/s/ Howard H. Hansen
	Notary Public
My commission expires                               , 19

54

EX-3.100

Exhibit 3.100

BYLAWS

OF

SPECTRUM EMERGENCY CARE, INC.

ARTICLE OFFICES

1.01. The registered agent and office of SPECTRUM EMERGENCY CARE, INC. (the “Corporation”) shall be such registered agent and office as shall from time to time be established pursuant to the articles of incorporation, as amended from time to time, of the Corporation (the “Charter”) or by resolution of the Board of Directors of the Corporation (the “Board”).

1.02. The Corporation may also have offices at such other places both within and without the State of Missouri as the Board may from time to tune determine or the business of the Corporation.may require.

ARTICLE 11

MEETINGS OF SHAREHOLDERS

2.01. Meetings of Shareholders of the Corporation (the “Shareholders”) for any purpose may be held at such place, within or without the State ‘of Mssouri, as shall be fixed from time to time by the Board, or, if the Board has not so specified, then at such place as may be fixed by the person or persons calling the meeting.

2.02. An annual meeting of the. Shareholders shall be held at such date and time as shall be fixed from time to time by the Board, at which they shall elect a Board, and transact such other business as may properly be brought before the meeting.

2.03. At least ten days before each meeting of Shareholders, a complete list of the Shareholders entitled to vote at said meeting arranged in alphabetical order, with the residence of each and the number of voting shares held by each, shall be prepared by the officer or agent having charge of the stock transfer books. Such list, for a period of ten days prior to such meeting, shall be kept on file at the .registered office of the Corporation and shall be subject to inspection by any Shareholder at any time during usual business hours. Such list shall be produced and kept open at the time and place of the meeting during the whole time thereof; and shall be subject to the inspection of any Shareholder who may be present.

2.04. Special meetings of the Shareholders, for any purpose or purposes, unless otherwise prescribed by statute, the Charter, or these bylaws, may be called by the President, a majority of the Board, or the holders of not less than ten percent of all the shares entitled to vote at the meetings. Business transacted at all special meetings shall be confined to the objects stated in the notice of the meeting.

2.05. Written or printed notice stating the place, day, and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall

be delivered not less than ten nor more than sixty days before the date of the meeting, either personally or by mail, by or at the direction’ of the President, the Secretary, or the officer or person calling the meeting, to each Shareholder of record entitled to vote at the meeting.

2.06. The holders of a majority of the shares of the Corporation issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall be requisite and shall constitute a quorum at all meetings of the Shareholders for the transaction of business except as otherwise provided by statute, the Charter, or these bylaws. If, however, such quorum shall not be present or represented at any meeting of the Shareholders, the Shareholders entitled to vote thereat, present in person or represented by proxy, shall nevertheless have power to adjourn the meeting from time to time, without notice other than announcement at The meeting, until a quorum shall be present or represented. At an adjourned session at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.

2.07. When a quorum is present at any meeting, the vote of the holders of a majority of the shares of the Corporation having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which, by express provision of any applicable statute, the Charter, or these bylaws, a different vote is required, in which case such express provision shall govern and control the decision of such question. The Shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough Shareholders to leave less than a quorum.

2.08. Each outstanding share of the Corporation, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of Shareholders, unless otherwise provided by statute or the Charter. At any meeting of the Shareholders, every Shareholder having the right to vote shall be entitled to vote in person or by proxy appointed by an instrument in writing subscribed by such Shareholder or by his or her duly authorized attorney-in-fact, such writing bearing a date not more than eleven months prior to said meeting, unless said instrument provides for ‘a longer period. Such proxy shall be filed with the Secretary of the Corporation prior to or at the time of the meeting. Voting need not be by written ballot unless required by the Charter or by vote of the Shareholders present at the meeting.

2.09. The Board may fix in advance a record date for the purpose of determining Shareholders entitled to notice of or to vote at a meeting of Shareholders, such record date to be not less than ten nor more than sixty days prior to such meeting, or the Board may close the stock transfer books for such purpose for a period of not less than ten nor more than sixty days prior to such meeting. In the absence of any action by the Board, the date upon which the notice of the meeting is mailed shall be the record date.

2.10. Any action required by statute to be taken at a meeting of the Shareholders, or any action which may be taken at a meeting of the Shareholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Shareholders entitled to vote with respect to the subject matter thereof; and such consent shall have the same force and effect as a unanimous vote of Shareholders.

2.11, Subject to the provisions required or permitted by statute or the Charter for notice of meetings, Shareholders may participate in and hold a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to

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this section shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

ARTICLE III

DIRECTORS

3.01. The business and affairs of the Corporation shall be managed by the Board who may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Charter or by these bylaws directed or required to be exercised or done by the Shareholders.

3.02. The initial Board shall be as stated in the Charter. Thereafter, the number of directors which shall constitute the full Board shall be as determined from time to time by resolution of the Board or by the Shareholders at the annual meeting or a special meeting called for that purpose, but no decrease shall have the effect of shortening the term of an incumbent director. Directors need not be. Shareholders or residents of the State of Missouri. The directors shall be elected at the annual meeting of the Shareholders, except as hereinafter provided, and each director elected shall hold office until his or her successor shall be elected and shall qualify.

3.03. At any meeting of Shareholders called expressly for such purpose, any director or the entire Board may be removed, with or without cause, by vote of the holders of a majority of the shares of the Corporation then entitled to vote at an election of directors. If any vacancies occur in the Board caused by death, resignation, retirement, disqualification, or removal from office of any director or otherwise, a majority of the directors then in office, though less than a quorum, may choose a successor or successors or a successor or successors may be chosen at a special meeting of Shareholders called for that purpose; and each successor director so chosen shall be elected for the unexpired term of his or her predecessor in office. Any directorship to be filled by reason of an increase in the number of directors may be filled by election at an annual meeting or special meeting of Shareholders called for that purpose or may be filled by the Board fora term of office continuing only until the next election of one or more directors by the Shareholders.

3.04. Whenever the holders of any class or series of shares of the Corporation are entitled to elect one or more directors by the provisions of the Charter, any vacancies in such directorships and any newly created directorships of such class or series to be filled by reason of an increase in the number of such directors may be filled by the affirmative vote of a majority of the directors elected by such class or series then in office or by a sole remaining director so elected, or by the vote of the holders of the outstanding shares of such class or series, and such directorships shall not in any case be filled by the vote of the remaining. directors or the holders of the outstanding shares as a whole unless otherwise provided in the Charter.

3.05. At each election for directors, every Shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by such Shareholder for as many persons as there are directors to be elected and for whose election he has a right to vote, or to cumulate his votes by giving one candidate as many votes as the number of such directors multiplied by his shares shall equal, or by distributing such votes on the same principle.

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3.06. The Board, by resolution adopted by a majority of the Board, may designate from among its members an executive committee and one or more other committees, each of which shall be comprised of one or more members and, to the extent provided in such resolution, shall have and may exercise all of the authority of the Board, including the authority to declare dividends and to authorize the issuance of shares of the Corporation, to the extent permitted by law. Committees shall keep regular minutes of their proceedings and report the same to the Board when required.

Meetings of Directors

3.07. The directors of the Corporation may hold their meetings, both regular and special, either within or without the State of Missouri.

3.08. The first meeting of each newly elected Board shall be held without further notice immediately following the annual meeting of Shareholders, and at the same place, unless by unanimous consent of the directors then elected and serving such time or place shall be changed.

3.09. Regular meetings of the Board may be held without notice at such time and place as shall from time to time be determined by the Board.

3.10. Special meetings of the Board may be called by the President on two days’ notice to each director, either personally or by mail, telecopy, or overnight courier; special meetings shall be called by the President or Secretary in like manner and on like notice on the written request of a majority of the directors. Except as may be otherwise expressly provided by statute, the Charter, or these bylaws, neither the business to be transacted at, nor the purpose of, any special meeting needs to be specified in a notice or waiver of notice.

3.11. At all meetings of the Board the presence of a majority of the full Board shall be necessary and sufficient to constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board, except as may be otherwise specifically provided by statute or by the Charter or by these bylaws. If a quorum.shall not be present at any meeting of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

3.12. Any action required or permitted to be taken at a meeting of the Board or any committee maybe talc= without a. meeting if a consent in writing, setting forth the action so taken, is signed by all the members of the Board or committee, as the case may be. Such consent shall have the same force and effect as a unanimous vote at a meeting.

3.13. Subject to.the provisions required or permitted by statute or the Charter for notice of meetings, members of the Board, or members of any committee designated by the Board, may participate in and hold a meeting of the Board or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

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3.14. Directors, as such, shall not receive any stated salary for their services, but, by resolution of the Board, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; provided that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

ARTICLE IV

NOTICES

4.01. Whenever under the provisions of any applicable statute, the Charter or these bylaws, notice is required to be given to any director or Shareholder, and no provision is made as to how such notice shall be given, it shall not be construed to mean personal notice, but any such notice may be given by mail, postage prepaid, addressed to such director or Shareholder at such address as appears on the books of the Corporation. Any notice required or permitted to be given by mail shall be deemed to be given at the time when the same shall be thus deposited in the United States mails as aforesaid.

4.02. Whenever any notice is required to be given to any Shareholder or director of the Corporation under the provisions of any applicable statute, the Charter or these bylaws, a waiver thereof in writmg signed by the person or persons entitled to such notice, whether before or after the time stated in such notice, shall be deemed equivalent to the giving of such notice.

ARTICLE V

OFFICERS

5.01. The officers of the Corporation shall be elected by the directors and shall include a Chairman of the Board, a President, a Treasurer and a Secretary. The Board may also, at its discretion, elect a Vice Chairman of the Board, one or more Executive Vice Presidents or Vice Presidents and a Treasurer. Such other officers, including assistant officers, and agents as may be deemed necessary may be elected or appointed by the Board. Any two or more offices may be held by the same person.

5.02. The Board at its first meeting after each annual meeting of Shareholders shall choose a Chairman of the Board and, at its discretion, a Vice Chairman of the Board, from its members; and ‘a President, a Treasurer, a Secretary, and such other officers, including assistant officers, and agents as may be deemed necessary, none of whom need be a member of the Board.

5.03. The Board may appoint such other officers and agents as it shall deem necessary, who shall be appointed for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

5.04. The salaries of all officers and agents of the Corporation shall be fixed by the Board. Unless so fixed by the Board each officer of the Corporation shall serve without remuneration.

5.05. Each officer of the Corporation shall hold office until his successor is chosen and qualified in his stead or until his death or until his resignation or removal from office. Any officer or agent elected or appointed by the Board may be removed at any time by the

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Board, but such removal shall be without. prejudice to the contract rights, if any, of the person so removed. If the office of any officer becomes vacant for any reason, the vacancy may be filled by the Board,

Chairman of the Board

5.06. The Chairman of the Board shall preside at all meetings of the shareholders and the Board. He shall be ex-officio a member of all standing committees. The Chairman shall have such other and further responsibility as may from time-to-time be assigned by the Board.

Chief Executive Officer

5.07. The Board may by resolution designate one of the executive officers enumerated in Section 5.01. to serve as Chief Executive Officer.

Vice-Chairman of the Board

5.08. The Vice-Chairman of the Board shall have duties assigned by the Board and shall preside in the absence of the Chairman, at all meetings of the Shareholders and the Board. He shall be ex-officio a member of all standing committees.

The President

5.09, The President shall be the chief operating and executive officer of the Corporation, shall have the general powers and duties of oversight, supervision and management of the business and affairs of the Corporation and shall see that all orders and resolutions of the Board are carried into effect. He shall be an ex-officio member of all standing committees of the Board.

The Secretary and Assistant Secretaries

5.10. The Secretary, shall attend all sessions of the Board and all meetings of the Shareholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose and shall perform like duties for any committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the Shareholders and special meetings of the Board, and shall:perform such other duties as may be prescribed by the Board or the President; under whose supervision the Secretary shall be.

5.11. Each Assistant Secretary shall have such powers. and perform such duties as the Board may from time to time prescribe or as the President may from time to time delegate.

The Treasurer

5.12. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements of the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may bp designated by the Board.

5.13. The Treasurer shall disburse the funds of the corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the directors, at the regular meetings of the Board,

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or whenever they may require it, an account of all his or her transactions as Treasurer and of the financial condition of the

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Corporation, and shall perform such other duties as the Board may prescribe or as the President may from time to time delegate.

5.14. If required by the Board, the Treasurer shall give the Corporation a bond in such form, in such sum, and with such surety or sureties as shall be satisfactory to the Board for the faithful performance of the duties of the office of Treasurer and for the restoration to the Corporation, in case of death, resignation, retirement, or removal from office, of all books, papers, vouchers, money, and other property of whatever kind in the Treasurer’s possession or under the Treasurer’s control belonging to the Corporation.

5.15. Each Assistant Treasurer shall have such powers and perform such duties as the Board may from time to time prescribe or as the President may from time to time delegate.

Other Offices

5.16. Any Executive Vice. President, Vice President, or other officer elected by the Board shall have such powers and perform such duties as the Board may from time to time prescribe or as the President may from time to time delegate.

ARTICLE VI

CERTIFICATES REPRESENTING SHARES

6.01. Certificates in such form as may be determined by the Board shall be delivered representing all shares to which Shareholders are entitled. Such certificates shall be consecutively numbered and shall be entered in the books of the Corporation as they are issued. Each certificate shall state on the face thereof the name of the Corporation, the name to whom the certificate is issued, the number and class of shares and the designation of the series, if any, which such certificate represents, the par value of such shares or a statement that such shares are without par value, and that the Corporation is organized under the laws of Missouri, Each certificate shall be signed by either the President or any Vice President then in office and by either the Secretary, an Assistant Secretary, or any Treasurer then in office, and may be sealed with the seal of the Corporation or a facsimile thereof, If any certificate is countersigned by a transfer agent, or an assistant transfer agent or registered by a registrar, other than the Corporation or an employee of the Corporation, the signature of any such officer of the Corporation may be a facsimile. Whenever the Corporation shall be authorized to issue more than one class of stock, there shall be (1) set forth conspicuously upon the face or back of each certificate a Ball statement of (a) all of the designations, preferences, limitations, and relative rights of the shares of each class authorized to be issued and (b) if the Corporation is authorized to issue any preferred or special class in series, the variations in the relative rights and preferences of the shares of.each series so far as the same have been fixed and determined and the authority of the Board to fix and determine the relative rights and preferences of subsequent series; or (2) stated conspicuously on the face or back of the certificate that (a) such a statement is set forth in the Charter on file in the office of the Secretary of State of Missouri and (b) the Corporation will furnish a copy of such statement to the record holder of the certificate without charge upon request to the Corporation at its principal place of business or registered office. Whenever the Corporation by the Charter has limited or denied the preemptive rights of Shareholders to acquire unissued or treasury shares of the Corporation, each certificate (1) shall conspicuously set forth upon the face or back of such certificate a full statement of the limitation or denial of preemptive rights contained in the Charter, or (2) shall conspicuously state on the face or back of the certificate that (a) such statement is set forth in the Charter on file in the office of the

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Secretary of State of Missouri and (b) the Corporation will fiunish a copy of such statement to the record holder of the certificate without charge upon request to the Corporation at its principal place of business or registered office. If any restriction on the transfer or the registration of the transfer of shares shall be imposed or agreed to by the Corporation, as permitted by law, each certificate representing shares so. restricted (1) shall conspicuously set forth a full or summary statement of the restriction on the face of the certificate, or (2) shall set forth such statement on the back of the certificate and conspicuously refer to the same on the’ face of the certificate, or (3) shall conspicuously state on the face or back of the “certificate that such a restriction exists pursuant to a specified document and (a) that the Corporation will furnish to the record holder of the certificate without charge upon written request to the corporation at its principal place of business or registered office a copy of the specified document, or (b) if such document is one required or permitted to be and has been filed under the Missouri Corporation Act, that such document is on file in the office of the Secretary of State of Missouri and contains a full statement of such restriction.

Lost Certificates

6.02. The Board may direct a new certificate representing shares to be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to be lost or destroyed. When authorizing such issue of a new certificate, the Board, in its discretion and as a condition precedent to the issuance thereof, may require the owner of such lost or destroyed certificate, or his legal representative, to advertise the same in such manner as it Shall require and/or give the Corporation a bond in such form, in such sum, and with such surety or sureties as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost or destroyed.

Transfer of Shares

6.03. Upon presentation to the Corporation or the transfer agent of the Corporation with a request to register the transfer of a certificate representing shares duly endorsed and otherwise meeting the requirements for transfer specified by Missouri law, it shall be the duty of the Corporation or the transfer agent of the Corporation to register the transfer as requested.

Registered Shareholders

6.04. Prior to due presentment for transfer, the Corporation may treat the registered owner of any share or shares of stock as the person exclusively entitled to vote, to receive notifications, and ‘otherwise to exercise all rights and powers of an owner.

ARTICLE VII

GENERAL PROVISIONS ·  Dividends

7.01. Dividends upon the outstanding shares of the Corporation, subject to the provisions of the Charter, if any, may be declared by the Board at any regular or special meeting of the Board or by any committee of the Board so authorized. Dividends may be paid in cash, in property, or in shares of the Corporation, subject to the provisions of any applicable statute or the Charter. The Board may fix in advance a record date for the

9

purpose of determining Shareholders entitled to receive payment of any dividend, such record date to be not more than fifty days prior to the payment date of such dividend, or the Board may close the stock transfer books for such purpose for a period of not more than fifty days prior to the payment date of such dividend. In the absence of any action by the Board, the date upon which the Board adopts the resolution declaring such dividend shall be the record date.

Reserves

7.02. There may be created by resolution of the Board out of the surplus of the Corporation such reserve or reserves as the directors from time to time, in their discretion, think proper to provide for contingencies, or to repair or maintain any property of the Corporation, or for such other purpose as the directors shall think beneficial to the Corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

Checks

7.03. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board may from time to time designate.

Execution of Contracts, Deeds, etc.

7.04. The Board may authorize any officer or officers, agent or agents, in the name and on behalf of the. Corporation, to enter into or execute and deliver any and all deeds, bonds, mortgages,, contracts and other obligations or instruments, and such authority may be general or confined to specific instances.

Fiscal Year

7.05. The fiscal year of the Corporation shall be fixed by resolution of the Board.

Voting of Securities

7.06. Unless otherWise directed by the Board, the President shall have full power and authority on behalf of theCorporation to attend, vote and act, and to execute and deliver in the name and on behalf of the Corporation a proxy authorizing an agent or attorney-in-fact for the Corporation to attend, vote and act, at any meeting of security holders of any corporation in which the CcUporation may hold securities and to execute and deliver in the name and on behalf.of the Corporation any written consent of security holders in lieu of any such meeting, and at any such meeting he, or the agent or the attorney-in-fact duly authorized by him, shall possess and may exercise any and all rights and powers incident to the ownership of such securities which the Corporation as the owner thereof might have possessed or exercised if present. The Board may by resolution from time to time confer like power upon any other person or. persons.

Indemnification

7.07 (a) Subject to any Imitation which may be contained in the Charter, the Corporation shall to the full extent permitted by law, indemnify any person who was, is, or is threatened to be made ‘a named defendant or respondent to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, arbitral, administrative, or investigative, any appeal in such action, suit, or proceeding, and any inquiry or

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investigation that could lead to such an action, suit, or proceeding, because such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise, against judgments, penalties (mcluding excise and similar taxes), fines, settlements, and reasonable expenses (including attorneys’ fees) actually incurred by such person in connection with such action, suit, or proceeding. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nob contendere or its equivalent, shall not, of itself, create a presumption that an individual did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

(b)Subject to any limitation which may be contained in the Charter, the Corporation shall, to the full extent permitted by law, pay or reimburse on a current basis the expenses incurred by any person described in subsection (a) of this Section 7.07 in connection with any such action, suit, or proceeding in advance of the final disposition thereof, if the Corporation has received (i) a -written affirmation by the recipient of his good faith belief that he has met the standard of conduct necessary for indemnification and (ii) a written undertaking by or on behalf of the director to repay the amount paid or reimbursed if it is ultimately determined that he has not satisfied such standard of conduct or if indemnification is prohibited by law.

(c)If required by law at the time such payment is made, any payment of indemnification or advance of expenses to a director shall be reported in writing to the shareholders with or before the notice or waiver of notice of the next Shareholder’s meeting or with or before the next submission to Shareholders of a consent to action without a meeting, within the 12-month period immediately following the date of the indemnification or advance.

(d)The Corporation may ·purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation or who is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise, against any liability asserted against him and incurred by him in such a capacity or arising out of his status as such a person, whether or not the corporation would have the power to indemnify him against that liability under this article, subject to any restrictions imposed bylaw. The Corporation may create a trust fund, establish any form of self-insurance, grant a security interest or other lien on the assets of the Corporation, or use other means (including, without limitation, a letter of credit, guarantee or surety arrangement) to ensure the payment of such sums as may become necessary to effect indemnification as provided herein.

(e)The rights provided under this Section 7.07 shall not be deemed exclusive of any other rights permitted by law to which such person may be entitled wider any provision of the Charter, a resolution of Shareholders or directors of the Corporation, an agreement or otherwise, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person. The rights provided in this Section 7.07 shall be deemed to be provided by a contract between the Corporation and the individuals who serve in the capacities described in subsection (a) hereof at any time while these bylaws are in effect, and no repeal or modification of this Section 7.07 by the Shareholders shall adversely

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affect any right of any person otherwise entitled to indemnification by virtue of this Section 7.07 at the time ‘of such repeal or modification.

ARTICLE VIII

AMENDMENTS

8.01. The Board may amender repeal these bylaws or adopt new bylaws, unless:

(1)the Charter or statute reserves the power exclusively to the Shareholders in whole or part; or

(2)the Shareholders in amending, repealing or adopting a particular bylaw expressly provide that the Board may not amend or repeal such bylaw.

8.02. Unless the Charter or a bylaw adopted by the Shareholders provides otherwise as to all or some portion of the. Corporation’s bylaws, the Shareholders may amend, repeal, or adopt:bylaws of the Corporation even though such bylaws may also be amended, repealed or adopted by the Board.

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EX-3.101

Exhibit 3.101

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

AND OF REGISTERED AGENT

It is hereby certified that

1. The name of the corporation (hereinafter called the “corporation”) is

EMCARE PHYSICIAN SERVICES, INC.

2. The registered office of the corporation within the State of Delaware is hereby changed to 2711 Centerville Road, Suite 400, City of Wilmington 19808, County of New Castle.

3. The registered agent of the corporation within the State of Delaware is hereby changed to Corporation Service Company, the business office of which is identical with the registered office of the corporation as hereby changed.

4. The corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on August 8, 2002
	/s/ Robyn Bakalar
	ROBYN E. BAKALAR, ASSISTANT SECRETARY

CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION

OF

SPECTRUM PHYSICIAN AND ALLIED HEALTH SERVICES, INC.

Spectrum Physician and Allied Health Services, Inc. (the “corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:

1. The name of the corporation is Spectrum Physician and Allied Health Services, Inc.

2. The certificate of incorporation of the corporation is hereby amended by striking out Article I thereof and by substituting in lieu of said Article the following new Article.

Article I: The name of the Corporation is EmCare Physician Services, Inc.

3. The amendment of the certificate of incorporation herein certified has been duly adopted in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.

Executed on this 9 day of October, 1998.

/s/ Scott W. Roloff

Scott W. Roloff/Authorized Officer

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CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

AND OF REGISTERED AGENT

It is hereby certified that:

1. The name of the corporation (hereinafter called the “Corporation SPECTRUM PHYSICIAN AND ALLIED HEALTH SERVICES, INC.

2. The registered office of the Corporation within the State of Delaware is hereby changed to 9 East Loockerman Street, City of Dover l 9901, County of Kent.

3. The registered agent of the Corporation within the State of Delaware is hereby changed to National Registered Agents, Inc., the business office of which is identical with the registered office of the corporation as hereby changed.

4. The Corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on 3/6, 1998.

SPECTRUM PHYSICIAN AND ALLIED HEALTH SERVICES, INC.
By:	/s/ S. Kent Fannon
	Name:	S. Kent Fannon
	Title:	Senior Vice President

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CERTIFICATE OF CORRECTION FILED TO CORRECT

A CERTAIN ERROR IN THE

CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION

FILED IN THE OFFICE OF THE SECRETARY OF STATE OF DELAWARE ON

FEBRUARY 27, 1997

Spectrum Physican and Allied Health Services, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

1. The name of the corporation is Spectrum Physican and Allied Health Services, Inc.

2. That a Certificate of Amendment to the Certificate of Incorporation was filed by the Secretary of State of Delaware on February 27, 1997 and that said Certificate requires correction as permitted by Section 103 of the General Corporation Law of the State of Delaware.

3. The inaccuracy or defect of said Certificate to be corrected is as follows: The word “Physican” the company name was misspelled.

4. Article First of the Certificate is corrected to read as follows: The name of the corporation is: Spectrum Physician and Allied Health Services, Inc.

IN WITNESS WHEREOF, said Spectrum Physican and Allied Health Services, Inc. has caused this Certificate to be signed by Ruth E. Kim, its Assistant Secretary, this 12 day of May, 1997.

Spectrum Physican and Allied Health Services, Inc.
By:	/s/ Ruth E. Kim
	Assistant Secretary

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CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

*******

Professional Anesthesia Services, Inc., a corporation organized and existing under and by virtue of the General Competition Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of said corporation, by the unanimous written consent of its members, filed with the minutes of the Board, adopted a resolution premising and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

RESOLVED, that the Certificate of Incorporation of Professional Anesthesia Services, Inc. be amended by changing the First Article thereof so that, as amended, said Article shall be and read as follows:

1. The name of the corporation is: Spectrum Physician and Allied Health Services, Inc.

SECOND: That in lieu of a meeting and vote of stockholders, the stockholders have given unanimous written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said Professional Anesthesia Services, Inc. has caused this certificate to be signed by Sally A. Powers, its Vice President and attested by Ruth E. Kim, its Assistant Secretary, this 27th day of February, 1997.

		PROFESSIONAL ANESTHESIA SERVICES, INC.
		By	/s/ Sally A. Powers
			Sally A. Powers, Vice President
ATTEST:
By	/s/ Ruth E. Kim
	Ruth E. Kim, Assistant Secretary

5

CERTIFICATE OF INCORPORATION

OF

PROFESSIONAL ANESTHESIA SERVICES, INC.

FIRST: The name of the corporation is Professional Anesthesia Services, Inc.

SECOND: The registered office of the corporation is to be located at 1209 Orange Street, in the City of Wilmington, in the County of New Castle, in the State of Delaware. The name of its registered agent at that address is The Corporation Trust Company.

THIRD: The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of Delaware.

FOURTH: The corporation shall be authorized to issue 1,000 shares all of which are to be of one class and with a par value of $1.00 par share.

FIFTH: The name and mailing address of the incorporator is as follows:

Name	Address
Lilly Dorsa	1101 Market Street
	Philadelphia, Pennsylvania 19107

SIXTH: Elections of directors need not be by written ballot.

SEVENTH: The original by-laws of the corporation shall be adopted by the initial incorporator named herein. Thereafter the Board of Directors shall have the power, in addition to the stockholders, to make, alter, or repeal the by-laws of the corporation.

EIGHTH: Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of Section 291 of Title S of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of Section 279 of Title S of the Delaware Code order a meeting of creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which

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the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

NINTH: The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders are granted subject to this reservation.

I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate, hereby declaring and certifying that this is my act and deed and that the facts herein stated are true, and accordingly have hereunto set my hand this fifteenth day of January, 1993.

/s/ Lilly Dorsa

Lilly Dorsa

Incorporator

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EX-3.102

Exhibit 3.102

BYLAWS

OF

SPECTRUM PHYSICIAN AND ALLIED HEALTH SERVICES, INC.

ARTICLE I

OFFICES

1.01.The registered agent and office of SPECTRUM PHYSICIAN AND ALLIED HEALTH SERVICES, INC. (the “Corporation”) shall be such registered agent and office as shall from time to time be established pursuant to the articles of incorporation, as amended from time to time, of the Corporation (the “Charter”) or by resolution of the Board of Directors of the Corporation (the “Board”).

1.02.The Corporation may also have offices at such other places both within and without the State of Delaware as the Board may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF SHAREHOLDERS

2.01.Meetings of Shareholders of the Corporation (the “Shareholders”) for any purpose may be held at such place, within or without the State of Delaware, as shall be fixed from time to time by the Board, or, if the Board has not so specified, then at such place as may be fixed by the person or persons calling the meeting.

2.02.An annual meeting of the Shareholders shall be held at such date and time as shall be fixed from time to time by the Board, at which they shall elect a Board, and transact such other business as may properly be brought before the meeting.

2.03.At least ten days before each meeting of Shareholders, a complete list of the Shareholders entitled to vote at said meeting arranged in alphabetical order, with the residence of each and the number of voting shares held by each, shall be prepared by the officer or agent having charge of the stock transfer books. Such list, for a period of ten days prior to such meeting, shall be kept on file at the registered office of the Corporation and shall be subject to inspection by any Shareholder at any time during usual business hours. Such list shall be produced and kept open at the time and place of the meeting during the whole time thereof, and shall be subject to the inspection of any Shareholder who may be present.

2.04.Special meetings of the Shareholders, for any purpose or purposes, unless otherwise prescribed by statute, the Charter, or these bylaws, may be called by the President, a

majority of the Board, or the holders of not less than ten percent of all the shares entitled to vote at the meetings. Business transacted at all special meetings shall be confined to the objects stated in the notice of the meeting.

2.05.Written or printed notice stating the place, day, and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than sixty days before the date of the meeting, either personally or by mail, by or at the direction of the President, the Secretary, or the officer or person calling the meeting, to each Shareholder of record entitled to vote at the meeting.

2.06.The holders of a majority of the shares of the Corporation issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall be requisite and shall constitute a quorum at all meetings of the Shareholders for the transaction of business except as otherwise provided by statute, the Charter, or these bylaws. If, however, such quorum shall not be present or represented at any meeting of the Shareholders, the Shareholders entitled to vote thereat, present in person or represented by proxy, shall nevertheless have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At an adjourned session at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.

2.07.When a quorum is present at any meeting, the vote of the holders of a majority of the shares of the Corporation having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which, by express provision of any applicable statute, the Charter, or these bylaws, a different vote is required, in which case such express provision shall govern and control the decision of such question. The Shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough Shareholders to leave less than a quorum.

2.08.Each outstanding share of the Corporation, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of Shareholders, unless otherwise provided by statute or the Charter. At any meeting of the Shareholders, every Shareholder having the right to vote shall be entitled to vote in person or by proxy appointed by an instrument in writing subscribed by such Shareholder or by his or her duly authorized attorney-in-fact, such writing bearing a date not more than eleven months prior to said meeting, unless said instrument provides for a longer period. Such proxy shall be filed with the Secretary of the Corporation prior to or at the time of the meeting. Voting need not be by written ballot unless required by the Charter or by vote of the Shareholders present at the meeting.

2.09.The Board may fix in advance a record date for the purpose of determining Shareholders entitled to notice of or to vote at a meeting of Shareholders, such record date to be not less than ten nor more than sixty days prior to such meeting, or the Board may close the stock transfer books for such purpose for a period of not less than ten nor more than sixty days prior to such meeting. In the absence of any action by the Board, the date upon which the notice of the meeting is mailed shall be the record date.

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2.10.Any action required by statute to be taken at a meeting of the Shareholders, or any action which may be taken at a meeting of the Shareholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Shareholders entitled to vote with respect to the subject matter thereof, and such consent shall have the same force and effect as a unanimous vote of Shareholders.

2.11.Subject to the provisions required or permitted by statute or the Charter for notice of meetings, Shareholders may participate in and hold a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

ARTICLE III

DIRECTORS

3.01.The business and affairs of the Corporation shall be managed by the Board who may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Charter or by these bylaws directed or required to be exercised or done by the Shareholders.

3.02.The initial Board shall be as stated in the Charter. Thereafter, the number of directors which shall constitute the full Board shall be as determined from time to time by resolution of the Board or by the Shareholders at the annual meeting or a special meeting called for that purpose, but no decrease shall have the effect of shortening the term of an incumbent director. Directors need not be Shareholders or residents of the State of Delaware. The directors shall be elected at the annual meeting of the Shareholders, except as hereinafter provided, and each director elected shall hold office until his or her successor shall be elected and shall qualify.

3.03.At any meeting of Shareholders called expressly for such purpose, any director or the entire Board may be removed, with or without cause, by vote of the holders of a majority of the shares of the Corporation then entitled to vote at an election of directors. If any vacancies occur in the Board caused by death, resignation, retirement, disqualification, or removal from office of any director or otherwise, a majority of the directors then in office, though less than a quorum, may choose a successor or successors or a successor or successors may be chosen at a special meeting of Shareholders called for that purpose; and each successor director so chosen shall be elected for the unexpired term of his or her predecessor in office. Any directorship to be filled by reason of an increase in the number of directors may be filled by election at an annual meeting or special meeting of Shareholders called for that purpose or may be filled by the Board for a term of office continuing only until the next election of one or more directors by the Shareholders.

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3.04.Whenever the holders of any class or series of shares of the Corporation are entitled to elect one or more directors by the provisions of the Charter, any vacancies in such directorships and any newly created directorships of such class or series to be filled by reason of an increase in the number of such directors may be filled by the affirmative vote of a majority of the directors elected by such class or series then in office or by a sole remaining director so elected, or by the vote of the holders of the outstanding shares of such class or series, and such directorships shall not in any case be filled by the vote of the remaining directors or the holders of the outstanding shares as a whole unless otherwise provided in the Charter.

3.05.At each election for directors, every Shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by such Shareholder for as many persons as there are directors to be elected and for whose election he has a right to vote, or to cumulate his votes by giving one candidate as many votes as the number of such directors multiplied by his shares shall equal, or by distributing such votes on the same principle.

Executive and Other Committees

3.06.The Board, by resolution adopted by a majority of the Board, may designate from among its members an executive committee and one or more other committees, each of which shall be comprised of one or more members and, to the extent provided in such resolution, shall have and may exercise all of the authority of the Board, including the authority to declare dividends and to authorize the issuance of shares of the Corporation, to the extent permitted by law. Committees shall keep regular minutes of their proceedings and report the same to the Board when required.

Meetings of Directors

3.07.The directors of the Corporation may hold their meetings, both regular and special, either within or without the State of Delaware.

3.08.The first meeting of each newly elected Board shall be held without further notice immediately following the annual meeting of Shareholders, and at the same place, unless by unanimous consent of the directors then elected and serving such time or place shall be changed.

3.09.Regular meetings of the Board may be held without notice at such time and place as shall from time to time be determined by the Board.

3.10.Special meetings of the Board may be called by the President on two days’ notice to each director, either personally or by mail, telecopy, or overnight courier; special meetings shall be called by the President or Secretary in like manner and on like notice on the written request of a majority of the directors. Except as may be otherwise expressly provided by statute, the Charter, or these bylaws, neither the business to be transacted at, nor the purpose of, any special meeting needs to be specified in a notice or waiver of notice.

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3.11.At all meetings of the Board the presence of a majority of the full Board shall be necessary and sufficient to constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board, except as may be otherwise specifically provided by statute or by the Charter or by these bylaws. If a quorum shall not be present at any meeting of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

3.12.Any action required or permitted to be taken at a meeting of the Board or any committee may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the members of the Board or committee, as the case may be. Such consent shall have the same force and effect as a unanimous vote at a meeting.

3.13.Subject to the provisions required or permitted by statute or the Charter for notice of meetings, members of the Board, or members of any committee designated by the Board, may participate in and hold a meeting of the Board or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Compensation of Directors

3.14.Directors, as such, shall not receive any stated salary for their services, but, by resolution of the Board, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; provided that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

ARTICLE IV

NOTICES

4.01.Whenever under the provisions of any applicable statute, the Charter or these bylaws, notice is required to be given to any director or Shareholder, and no provision is made as to how such notice shall be given, it shall not be construed to mean personal notice, but any such notice may be given by mail, postage prepaid, addressed to such director or Shareholder at such address as appears on the books of the Corporation. Any notice required or permitted to be given by mail shall be deemed to be given at the time when the same shall be thus deposited in the United States mails as aforesaid.

4.02.Whenever any notice is required to be given to any Shareholder or director of the Corporation under the provisions of any applicable statute, the Charter or these bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated in such notice, shall be deemed equivalent to the giving of such notice.

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ARTICLE V

OFFICERS

5.01.The officers of the Corporation shall be elected by the directors and shall include a Chairman of the Board, a President, a Treasurer and a Secretary. The Board may also, at its discretion, elect a Vice Chairman of the Board, one or more Executive Vice Presidents or Vice Presidents and a Treasurer. Such other officers, including assistant officers, and agents as may be deemed necessary may be elected or appointed by the Board. Any two or more offices may be held by the same person.

5.02.The Board at its first meeting after each annual meeting of Shareholders shall choose a Chairman of the Board and, at its discretion, a Vice Chairman of the Board, from its members; and a President, a Treasurer, a Secretary, and such other officers, including assistant officers, and agents as may be deemed necessary, none of whom need be a member of the Board.

5.03.The Board may appoint such other officers and agents as it shall deem necessary, who shall be appointed for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

5.04.The salaries of all officers and agents of the Corporation shall be fixed by the Board. Unless so fixed by the Board each officer of the Corporation shall serve without remuneration.

5.05.Each officer of the Corporation shall hold office until his successor is chosen and qualified in his stead or until his death or until his resignation or removal from office. Any officer or agent elected or appointed by the Board may be removed at any time by the Board, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. If the office of any officer becomes vacant for any reason, the vacancy may be filled by the Board.

Chairman of the Board

5.06.The Chairman of the Board shall preside at all meetings of the shareholders and the Board. He shall be ex-officio a member of all standing committees. The Chairman shall have such other and further responsibility as may from time-to-time be assigned by the Board.

Chief Executive Officer

5.07.The Board may by resolution designate one of the executive officers enumerated in Section 5.01 to serve as Chief Executive Officer.

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Vice-Chairman of the Board

5.08.The Vice-Chairman of the Board shall have duties assigned by the Board and shall preside in the absence of the Chairman, at all meetings of the Shareholders and the Board. He shall be ex-officio a member of all standing committees.

The President

5.09.The President shall be the chief operating and executive officer of the Corporation, shall have the general powers and duties of oversight, supervision and management of the business and affairs of the Corporation and shall see that all orders and resolutions of the Board are carried into effect. He shall be an ex-officio member of all standing committees of the Board.

The Secretary and Assistant Secretaries

5.10.The Secretary shall attend all sessions of the Board and all meetings of the Shareholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose and shall perform like duties for any committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the Shareholders and special meetings of the Board, and shall perform such other duties as may be prescribed by the Board or the President, under whose supervision the Secretary shall be.

5.11.Each Assistant Secretary shall have such powers and perform such duties as the Board may from time to time prescribe or as the President may from time to time delegate.

The Treasurer

5.12.The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements of the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board.

5.13.The Treasurer shall disburse the funds of the corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the directors, at the regular meetings of the Board, or whenever they may require it, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation, and shall perform such other duties as the Board may prescribe or as the President may from time to time delegate.

5.14.If required by the Board, the Treasurer shall give the Corporation a bond in such form, in such sum, and with such surety or sureties as shall be satisfactory to the Board for the faithful performance of the duties of the office of Treasurer and for the restoration to the Corporation, in case of death, resignation, retirement, or removal from office, of all books, papers, vouchers, money, and other property of whatever kind in the Treasurer’s possession or under the Treasurer’s control belonging to the Corporation.

5.15.Each Assistant Treasurer shall have such powers and perform such duties as the Board may from time to time prescribe or as the President may from time to time delegate.

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Other Offices

5.16.Any Executive Vice President, Vice President, or other officer elected by the Board shall have such powers and perform such duties as the Board may from time to time prescribe or as the President may from time to time delegate.

ARTICLE VI

CERTIFICATES REPRESENTING SHARES

6.01.Certificates in such form as may be determined by the Board shall be delivered representing all shares to which Shareholders are entitled. Such certificates shall be consecutively numbered and shall be entered in the books of the Corporation as they are issued. Each certificate shall state on the face thereof the name of the Corporation, the name to whom the certificate is issued, the number and class of shares and the designation of the series, if any, which such certificate represents, the par value of such shares or a statement that such shares are without par value, and that the Corporation is organized under the laws of Delaware. Each certificate shall be signed by either the President or any Vice President then in office and by either the Secretary, an Assistant Secretary, or any Treasurer then in office, and may be sealed with the seal of the Corporation or a facsimile thereof. If any certificate is countersigned by a transfer agent, or an assistant transfer agent or registered by a registrar, other than the Corporation or an employee of the Corporation, the signature of any such officer of the Corporation may be a facsimile. Whenever the Corporation shall be authorized to issue more. than one class of stock, there shall be (1) set forth conspicuously upon the face or back of each certificate a full statement of (a) all of the designations, preferences, limitations, and relative rights of the shares of each class authorized to be issued and (b) if the Corporation is authorized to issue any preferred or special class in series, the variations in the relative rights and preferences of the shares of each series so far as the same have been fixed and determined and the authority of the Board to fix and determine the relative rights and preferences of subsequent series; or (2) stated conspicuously on the face or back of the certificate that (a) such a statement is set forth in the Charter on file in the office of the Secretary of State of Delaware and (b) the Corporation will furnish a copy of such statement to the record holder of the certificate without charge upon request to the Corporation at its principal place of business or registered office. Whenever the Corporation by the Charter has limited or denied the preemptive rights of Shareholders to acquire unissued or treasury shares of the Corporation, each certificate (1) shall conspicuously set forth upon the face or back of such certificate a full statement of the limitation or denial of preemptive rights contained in the Charter, or (2) shall conspicuously state on the face or back of the certificate that (a) such statement is set forth in the Charter on file in the office of the Secretary of State of Delaware and (b) the Corporation will furnish a copy of such statement to the record holder of the certificate without charge upon request to the Corporation at its principal place of business or registered office. If any restriction on the transfer or the registration of the transfer of shares shall be imposed or agreed to by the Corporation, as permitted by law, each certificate representing shares so restricted (1) shall conspicuously set forth a full or summary statement of the restriction on the face of the certificate, or (2) shall set forth such statement on the back of the certificate and conspicuously refer to the same on the

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face of the certificate, or (3) shall conspicuously state on the face or back of the certificate that such a restriction exists pursuant to a specified document and (a) that the Corporation will furnish to the record holder of the certificate without charge upon written request to the corporation at its principal place of business or registered office a copy of the specified document, or (b) if such document is one required or permitted to be and has been filed under the Delaware Corporation Act, that such document is on file in the office of the Secretary of State of Delaware and contains a full statement of such restriction.

Lost Certificates

6.02.The Board may direct a new certificate representing shares to be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to be lost or destroyed. When authorizing such issue of a new certificate, the Board, in its discretion and as a condition precedent to the issuance thereof, may require the owner of such lost or destroyed certificate, or his legal representative, to advertise the same in such manner as it shall require and/or give the Corporation a bond in such form, in such sum, and with such surety or sureties as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost or destroyed.

Transfer of Shares

6.03.Upon presentation to the Corporation or the transfer agent of the Corporation with a request to register the transfer of a certificate representing shares duly endorsed and otherwise meeting the requirements for transfer specified by Delaware law, it shall be the duty of the Corporation or the transfer agent of the Corporation to register the transfer as requested.

Registered Shareholders

6.04.Prior to due presentment for transfer, the Corporation may treat the registered owner of any share or shares of stock as the person exclusively entitled to vote, to receive notifications, and otherwise to exercise all rights and powers of an owner.

ARTICLE VII

GENERAL PROVISIONS

Dividends

7.01.Dividends upon the outstanding shares of the Corporation, subject to the provisions of the Charter, if any, may be declared by the Board at any regular or special meeting of the Board or by any committee of the Board so authorized. Dividends may be paid in cash, in property, or in shares of the Corporation, subject to the provisions of any applicable statute or the Charter. The Board may fix in advance a record date for the purpose of determining Shareholders, entitled to receive payment of any dividend, such record date to be not more than fifty days prior to the payment date of such dividend, or the Board may close the stock transfer

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books for such purpose for a period of not more than fifty days prior to the payment date of such dividend. In the absence of any action by the Board, the date upon which the Board adopts the resolution declaring such dividend shall be the record date.

Reserves

7.02.There may be created by resolution of the Board out of the surplus of the Corporation such reserve or reserves as the directors from time to time, in their discretion, think proper to provide for contingencies, or to repair or maintain any property of the Corporation, or for such other purpose as the directors shall think beneficial to the Corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

Checks

7.03.All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board may from time to time designate.

Execution of Contracts, Deeds, Etc.

7.04.The Board may authorize any officer or officers, agent or agents, in the name and on behalf of the Corporation, to enter into or execute and deliver any and all deeds, bonds, mortgages, contracts and other obligations or instruments, and such authority may be general or confined to specific instances.

Fiscal Year

7.05.The fiscal year of the Corporation shall be fixed by resolution of the Board.

Voting of Securities

7.06.Unless otherwise directed by the Board, the President shall have full power and authority on behalf of the Corporation to attend, vote and act, and to execute and deliver in the name and on behalf of the Corporation a proxy authorizing an agent or attorney-in-fact for the Corporation to attend, vote and act, at any meeting of security holders of any corporation in which the Corporation may hold securities and to execute and deliver in the name and on behalf of the Corporation any written consent of security holders in lieu of any such meeting, and at any such meeting he, or the agent or the attorney-in-fact duly authorized by him, shall possess and may exercise any and all rights and powers incident to the ownership of such securities which the Corporation as the owner thereof might have possessed or exercised if present. The Board may by resolution from time to time confer like power upon any other person or persons.

Indemnification

7.07 (a)  Subject to any limitation which may be contained in the Charter, the Corporation shall to the full extent permitted by law, indemnify any person who was, is, or is

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threatened to be made a named defendant or respondent to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, arbitral, administrative, or investigative, any appeal in such action, suit, or proceeding, and any inquiry or investigation that could lead to such an action, suit, or proceeding, because such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise, against judgments, penalties (including excise and similar taxes), fines, settlements, and reasonable expenses (including attorneys’ fees) actually incurred by such person in connection with such action, suit, or proceeding. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that an individual did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

(b)  Subject to any limitation which may be contained in the Charter, the Corporation shall, to the full extent permitted by law, pay or reimburse on a current basis the expenses incurred by any person described in subsection (a) of this Section 7.07 in connection with any such action, suit, or proceeding in advance of the final disposition thereof, if the Corporation has received (i) a written affirmation by the recipient of his good faith belief that he has met the standard of conduct necessary for indemnification and (ii) a written undertaking by or on behalf of the director to repay the amount paid or reimbursed if it is ultimately determined that he has not satisfied such standard of conduct or if indemnification is prohibited by law.

(c)  If required by law at the time such payment is made, any payment of indemnification or advance of expenses to a director shall be reported in writing to the shareholders with or before the notice or waiver of notice of the next Shareholder’s meeting or with or before the next submission to Shareholders of a consent to action without a meeting, within the 12-month period immediately following the date of the indemnification or advance.

(d)  The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation or who is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise, against any liability asserted against him and incurred by him in such a capacity or arising out of his status as such a person, whether or not the corporation would have the power to indemnify him against that liability under this article, subject to any restrictions imposed by law. The Corporation may create a trust fund, establish any form of self-insurance, grant a security interest or other lien on the assets of the Corporation, or use other means (including, without limitation, a letter of credit, guarantee or surety arrangement) to ensure the payment of such sums as may become necessary to effect indemnification as provided herein.

(e)  The rights provided under this Section 7.07 shall not be deemed exclusive of any other rights permitted by law to which such person may be entitled under any provision of

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the Charter, a resolution of Shareholders or directors of the Corporation, an agreement or otherwise, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person. The rights provided in this Section 7.07 shall be deemed to be provided by a contract between the Corporation and the individuals who serve in the capacities described in subsection (a) hereof at any time while these bylaws are in effect, and no repeal or modification of this Section 7.07 by the Shareholders shall adversely affect any right of any person otherwise entitled to indemnification by virtue of this Section 7.07 at the time of such repeal or modification.

ARTICLE VIII

AMENDMENTS

8.01.The Board may amend or repeal these bylaws or adopt new bylaws, unless:

(1)the Charter or statute reserves the power exclusively to the Shareholders in whole or part; or

(2)the Shareholders in amending, repealing or adopting a particular bylaw expressly provide that the Board may not amend or repeal such bylaw.

8.02.Unless the Charter or a bylaw adopted by the Shareholders provides otherwise as to all or some portion of the Corporation’s bylaws, the Shareholders may amend, repeal, or adopt bylaws of the Corporation even though such bylaws may also be amended, repealed or adopted by the Board.

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EX-3.103

Exhibit 3.103

CERTIFICATE OF INCORPORATION

OF

EMCARE, INC.

Pursuant to the provisions of Section 102

of the General Corporation Law of

the State of Delaware

I, the undersigned, for the purpose of creating and organizing a corporation under the provisions of and subject to the requirements of the General Corporation Law of the State of Delaware, do HEREBY CERTIFY as follows:

FIRST:  That the name of the corporation (the “Corporation”) is:

EmCare, Inc.

SECOND:  That the address of the registered office of the Corporation in the State of Delaware is 1013 Centre Road, in the city of Wilmington, County of New Castle 19805. The name of the Corporation’s registered agent at such address is Corporation Service Company.

THIRD:  That the purposes for which the Corporation is formed are to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law.

FOURTH:  That the aggregate number of shares of stock which the Corporation shall have authority to issue is One Thousand (1,000) shares of Common Stock, par value $0.01.

FIFTH:  That the name and mailing address of the sole incorporator of the Corporation are as follows:

J. Forbes Anderson

1717 Main Street, Suite 5200

Dallas, Texas 75201

SIXTH:  That in furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors of the corporation is expressly authorized and empowered to make, alter or repeal the Bylaws of the Corporation, subject to the power of the stockholders of the Corporation to alter or repeal

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any bylaw made by the board of directors. Election of directors need not be by written ballot.

SEVENTH:  That the Corporation reserves the right at any time and from time to time to amend, alter, change or repeal any provision contained in this Certificate of Incorporation in the manner now or hereafter prescribed by law, and rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors, or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the right reserved in this Article.

EIGHTH:  No person shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided, however, that the foregoing shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit. If the General Corporation Law of the State of Delaware is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the general Corporation Law of the State of Delaware, as so amended. Any repeal or modification of the provisions of this Article Eighth by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

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IN WITNESS WHEREOF, the undersigned, being the incorporator hereinabove named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, does make this Certificate, hereby declaring, certifying and acknowledging under penalties of perjury that the facts herein stated are true and that this Certificate is his act and deed, and accordingly has hereunto set his hand, this 19th day of January, 1993.

/s/ J. Forbes Anderson

J. Forbes Anderson

Incorporator

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ARTICLES OF MERGER

Pursuant to the provisions of Article 5.04 of the Texas Business Corporation Act, as amended (the “TBCA”), and Section 252 of the General Corporation Law of the State of Delaware, as amended (“GCL”), EmCare, Inc., a Delaware corporation (“EmCare Delaware” or “Surviving Corporation”), and EmCare, Inc., a Texas corporation (“EmCare Texas”) adopt the following Articles of Merger for the purpose of merging EmCare Texas into the Surviving Corporation.

1.             The Agreement of Merger (the “Agreement”), dated as of February 25, 1993, by and among EmCare Texas and EmCare Delaware, attached hereto as Exhibit A and incorporated herein by reference, contains the terms and conditions of the merger of EmCare Texas and EmCare Delaware. The Agreement was adopted, approved, certified, executed and acknowledged by the sole shareholder of EmCare Texas in the manner prescribed by the TBCA. The Agreement was adopted, approved, certified, executed and acknowledged by the sole shareholder of EmCare Delaware in the manner prescribed by the GCL.

2.             As to each of the undersigned corporations, the total number of shares outstanding and entitled to vote on the Agreement, and the designation of and number of outstanding shares of each class entitled to vote as a class on the Agreement, are as follows:

ENTITLED TO VOTE ONLY AS A CLASS

	TOTAL
	NUMBER OF
	SHARES OF	DESIGNATION
NAME OF	COMMON STOCK	OF	NUMBER OF
CORPORATION	OUTSTANDING	CLASS	SHARES
EmCare Texas	125,000	Common	125,000
EmCare Delaware	1,000	Common	1,000

3.             As to each of the undersigned corporations, the total number of shares voted for and against the Agreement, respectively, and, as to each class entitled to vote thereon as a class, the number of shares of such class voted for and against the Agreement, respectively, are as follows:

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ENTITLED TO VOTE ONLY AS A CLASS

		TOTAL
NAME OF	TOTAL	VOTED		VOTED	VOTED
CORPORATION	VOTED FOR	AGAINST	CLASS	FOR	AGAINST
EmCare Texas	125,000	0	Common	125,000	0
EmCare Delaware	1,000	0	Common	1,000	0

4.  The Articles of Incorporation of the Surviving Corporation shall be set forth in their entirety below:

CERTIFICATE OF INCORPORATION

OF

EMCARE, INC.

Pursuant to the provisions of Section 102

of the General corporation Law of

the State of Delaware

I, the undersigned, for the purpose of creating and organizing a corporation under the provisions of and subject to the requirements of the General Corporation Law of the State of Delaware, do HEREBY CERTIFY as follows:

FIRST:  That the name of the corporation (the “Corporation”) is:

EmCare, Inc,

SECOND:  That the address of the registered office of the Corporation in the State of Delaware is 1013 Centre Road, in the city of Wilmington, County of New Castle 19805. The name of the Corporation’s registered agent at such address is Corporation Service Company.

THIRD:  That the purposes for which the Corporation is formed are to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law.

FOURTH:  That the aggregate number of shares of stock which the Corporation shall have authority to issue is One Thousand (1,000) shares of Common Stock, par value $0.01.

FIFTH:  That the name and mailing address of the sole incorporator of the Corporation are as follows:

2

J. Forbes Anderson
1717 Main Street, Suite 5200

Dallas, Texas 75201

SIXTH:  That in furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors of the Corporation is expressly authorized and empowered to make, alter or repeal the Bylaws of the Corporation, subject to this power of the stockholders of the Corporation to alter or repeal any Bylaw made by the Board of Directors. Election of Directors used not be by written ballot.

SEVENTH:  That the Corporation reserves the right at any time and from time to time to amend, alter, change or repeal any provision contained in this Certificate of Incorporation in the manner now or hereafter proscribed by law, and rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors, or any other parsons whomsoever by and pursuant to this Certificate of Incorporation in its present torn or as hereafter amended are granted subject to the right reserved in this Article.

EIGHTH:  No person shall be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided, however, that the foregoing shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit. If the General Corporation Law of the State of Delaware is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the general Corporation Law of the State of Delaware, as so amended. Any repeal or modification of the provisions of this Article Eighth by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

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IN WITNESS WHEREOF, the undersigned have caused these Articles of Merger to be executed by their respective Presidents and attested to by their respective Secretaries on February 25, 1993.

ATTEST:		EMCARE, INC. (TEXAS)
By:	/s/ J. Forbes Anderson	By:	/s/ William F. Miller
Name: J. Forbes Anderson		Name:  William F. Miller
Title: Secretary		Title:  President
ATTEST:		EMCARE, INC. (DELAWARE)
By:	/s/ J. Forbes Anderson	By:	/s/ William F. Miller
Name: J. Forbes Anderson		Name:  William F. Miller
Title: Secretary		Title:  President

4

EXHIBIT A

AGREEMENT OF MERGER

Agreement of Merger (this “Agreement”), dated as of February 25, 1993, between EmCare, Inc., a Texas corporation (“EmCare Texas”) and EmCare, Inc., a Delaware corporation (“EmCare Delaware”, together with EmCare Texas, the “Merging Companies”).

WHEREAS, EmCare Texas is a corporation organized and existing under the laws of the State of Texas and having an authorized capitalization of 500,000 shares of common stock, $0.01 par value; and

WHEREAS, EmCare Delaware is a corporation organized and existing under the laws of the State of Delaware and having an authorized capitalization of 1,000 shares of common stock, $0.01 par value;

In consideration of the mutual promises and covenants, and subject to the conditions set forth herein, the Merging Companies agree an follows:

1. Merger.  The Merging Companies shall be merged into a single corporation by EmCare Texas merging with and into EmCare Delaware, which shall survive the merger (the “Surviving Corporation”), pursuant to the provisions of the Texas Business Corporation Act and the Delaware General Corporation Act. Upon this merger the separate corporate existence of EmCare Texas shall cease and the Surviving Corporation shall become the owner, without other transfer, of all the rights and property of EmCare Texas and EmCare Delaware, and the Surviving Corporation shall become subject to all the debts and liabilities of the Merging Companies in the same manner as if it had itself incurred them.

2. Effective Date.  This Agreement shall become effective immediately upon compliance with the laws of the States of Texas and Delaware (the “Effective Date”).

3. Surviving Corporation.  The name of the Surviving Corporation shall be EmCare, Inc. The purposes and county where the registered office for the Surviving Corporation shall be located shall be as they appear in the articles of incorporation of this Surviving Corporation.

4. Authorized Capital.  The authorized capital stock of the Surviving Corporation following the Effective Date shall be 1,000 shares of common stock, par value $0.01, unless and until the same shall be changed in accordance with the laws of the State of Delaware.

1

5. Articles of Incorporation of Surviving Corporation.  The articles of incorporation of EmCare Delaware, as in effect on the Effective Date, shall be the articles of incorporation of the Surviving Corporation, until the same shall be altered or amended pursuant to the Delaware General Corporation Law.

6. Bylaws.  The bylaws of EmCare Delaware, as in affect on the Effective Date, shall be the bylaws of the Surviving Corporation, until the same shall be altered, amended, or repealed, or until new bylaws are adopted as provided therein.

7. Board of Directors.  The names end addresses of the persons who shall constitute the board of directors of the Surviving Corporation, and who shall hold office until the first annual meeting of the shareholders of the Surviving Corporation are as follows:

Leonard M. Riggs, Jr., M.D.	1717 Main Street
	Suite 5200
	Dallas, Texas 75201

8. Conversion of Stock of Merging Companies.  Share of stock of the Merging Companies shall be converted into shares of the Surviving Corporation as follows, for a total capitalization of the Surviving Corporation of 1,000 shares, par value $0.01:

(a) Shares of EmCare Texas.  Upon receipt by the sole shareholder, and in consideration of, the sum of $10.00, each share of common stock of EmCare Texas that is issued and outstanding on the Effective Date of merger shall be cancelled, and such sole shareholder shall not receive shares of common stock of the Surviving Corporation.

(b) Shares of EmCare Delaware.  Each share of common stock of EmCare Delaware that is issued and outstanding on the Effective Date of the merger shall be converted as a whole to 1,000 shares of common stock, par value $0.01, of the Surviving Corporation.

(c) Shareholders in the Surviving Corporation shall be entitled to receive any and all dividends on stock of the Surviving Corporation that may be declared and paid between the Effective Date of the merger and issuance to such shareholder of a certificate of common stock in the Surviving Corporation.

2

9. Retirement of Stock.  On and after the Effective Date of the merger, all of the shareholders in EmCare Texas shall surrender for cancellation their certificates of stock in that corporation to the Surviving Corporation by delivering the same to its appointed agent, at 1717 Main Street, Suite 5200, Dallas, Texas 75201.

10. Approval of Shareholders.  This Agreement shall be submitted to the shareholders of the Merging Companies for their approval in the manner provided by the applicable laws of the States of Texas and Delaware at such time as the boards of directors of the Merging Companies shall agree.

11. Abandonment by Board of Directors.  The directors of the Merging Companies may, in their discretion, abandon this merger, subject to the rights of third parties under and contracts relating to this merger without further action or approval by the shareholders of the Merging Companies, at any time before the merger has been completed.

12. Counterparts.  This Agreement may be executed in any number of counterparts, and all such counterparts and copies shall be and constitute one original instrument.

13. Tax-Free Merger.  This Agreement is considered to be a tax-free merger pursuant to Section 368(a)(1)(A) of the Internal Revenue Code of 1986, as amended.

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3

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed by the undersigned on the date first written above.

EMCARE, INC. (TEXAS)
By:	/s/ William F. Miller, III
Name: William F. Miller III
Title: President
EMCARE, INC. (DELAWARE)
By:	/s/ William F. Miller III
Name: William F. Miller III
Title: President

4

CERTIFICATE OF MERGER

OF

EMCARE PHYSICIANS NETWORK, INC., a Delaware corporation

AND

EMCARE RECEIVABLES CORPORATION, a Nevada corporation

WITH AND INTO

EMCARE, INC., a Delaware corporation

PURSUANT TO SECTION 252 OF THE DELAWARE GENERAL CORPORATION LAW

The undersigned corporation hereby certifies that:

FIRST: The names and states of incorporation of the constituent corporations are as follows:

Name	State of Incorporation
EmCare, Inc.	Delaware
EmCare Receivables Corporation	Nevada
EmCare Physicians Network, Inc.	Delaware

SECOND: A Plan of Merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the requirements of Section 252 of the General Corporation Law of the State of Delaware.

THIRD: The name of the surviving corporation of the merger is EmCare, Inc.

FOURTH: Upon the effectiveness of the merger, the Certificate of Incorporation of EmCare, Inc., a Delaware corporation, shall be the Certificate of Incorporation of the surviving corporation.

FIFTH: The executed Agreement of Merger is on file at the office of the surviving corporation. The address of said office is 1717 Main Street, Suite 5200, Dallas, Texas 75201.

SIXTH: A copy of the Agreement of Merger will be furnished by the surviving corporation, on request and without cost, to any stockholder of any constituent corporation.

SEVENTH: The authorized capital stock of EmCare Receivables Corporation, a Nevada corporation is 1,000 shares at a $1.00 Par Value.

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Dated: November 30, 1998.

EmCare, Inc., a Delaware corporation
By:	/s/ William F. Miller, III
	William F. Miller, III
	President
Attest by:
/s/ Scott W. Roloff
Scott W. Roloff
Secretary

CERTIFICATE OF MERGER

This Certificate of Merger (this “Certificate”), dated as of August 31, 1997, is filed in connection with the merger of DOKTAH, L.L.C., a Delaware limited liability company (the “Acquired Company”), into EmCare, Inc., a Delaware corporation (the “Surviving Corporation”).

Section 1 Acquired Company. The name of the Acquired Company is DOKTAH, L.L.C. The Acquired Company is a Delaware limited liability company.

Section 2 Surviving Corporation. The name of the Surviving Corporation is EmCare, Inc. The Surviving Corporation is a Delaware corporation.

Section 3 Merger Agreement. The Acquired Company and the Surviving Corporation entered into an Agreement of Merger (the “Merger Agreement”), dated as of August 31, 1997, under which the Acquired Company agreed to merge into the Surviving Corporation. The Acquired Company and the Surviving Corporation each approved, adopted, certified, executed, and acknowledged the Merger Agreement in accordance with Section 264(c)(2) of the Delaware General Corporation Law.

Section 4 Name.  The name of the Surviving Corporation shall be “EmCare, Inc.”

Section 5 Certificate of Incorporation. No amendments or changes to the Surviving Corporation’s certificate of incorporation will be effected by the merger. The certificate of incorporation of the Surviving Corporation immediately before the merger shall remain the certificate of incorporation of the Surviving Corporation immediately after the merger.

Section 6 Merger Agreement on File. An executed copy of the Merger Agreement is on file at the office of the Surviving Corporation. The address of this office is 1717 Main Street, Suite 5200, Dallas, Texas 75201.

Section 7 Copies of the Merger Agreement. The Surviving Corporation will furnish a copy of the Merger Agreement, on request and without cost, to any stockholder of the Surviving Corporation or former member of the Acquired Company.

IN WITNESS WHEREOF, the Surviving Corporation has executed this Certificate as of the date first written above to be effective upon filing with the Delaware Secretary of State.

EMCARE, INC.

By:	/s/ Robert F. Anderson, II
Name: Robert F. Anderson, II
Title: Senior Vice President

CERTIFICATE OF OWNERSHIP AND MERGER (ARTICLES OF MERGER)

MERGING EMCARE PHYSICIAN STAFFING SERVICES, INC., A .TEXAS CORPORATION INTO EMCARE, INC., A DELAWARE CORPORATION

Pursuant to the provisions of Section 253 of the Delaware General Corporation Law (the “DGCL”) and Article 5.16 of the Texas Business Corporation Act (the “TBCA”), the undersigned, being the Chairman of the Board and the Secretary of EmCare, Inc., a Delaware corporation, do hereby certify that:

1.  The name of the subsidiary corporation is EmCare Physician Staffing Services, Inc., a Texas corporation, and the name of the parent corporation is EmCare, Inc., a Delaware corporation.

2.  The number of outstanding shares of the subsidiary corporation is 1,000 shares of common stock, par value $.01 per share, and the number of such shares owned by the parent is 1,000.

3.  The resolutions attached hereto as Exhibit A were adopted by the board of directors of the parent corporation on March 30, 1994 to merge the subsidiary corporation into the parent corporation.

4.  The merger of the subsidiary corporation into the parent corporation is effective upon the issuance of a Certificate of Merger by the Secretary of State.

5.  The address of the registered office of the surviving corporation in the State of Delaware is 1013 Centre Road, in the City of Wilmington, County of New Castle. The name of the surviving corporation’s registered agent at such address is Corporation Service Company.

The parent corporation hereby: (a) agrees that it may be served with process in the State of Texas in any proceeding for the enforcement of any obligation of the subsidiary corporation and in any proceeding for the enforcement of the rights of a dissenting shareholder of the subsidiary corporation against the parent corporation, (b) irrevocably appoints the Secretary of the State of Texas as its agent to accept service of process in any such proceeding; and (c) agrees that it will promptly pay to the assenting shareholders of the subsidiary corporation the amount, if any, to which they shall be entitled under the provisions of the TBCA with respect to the rights of dissenting shareholders.

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EMCARE, INC.

By:	/s/ Leonard M. Riggs, Jr., M.D.
	Leonard M. Riggs, Jr., M.D.
	Chairman of the Board
ATTEST:
/s/ Gary W. Cage
Gary W. Cage
Secretary

EXHIBIT A

WRITTEN CONSENT OF THE

BOARD OF DIRECTORS

OF

EMCARE, INC.

The undersigned, being the entire board of directors of EMCARE, INC., a Delaware corporation (the “Corporation”), pursuant to Section 141(f) of the Delaware General Corporation Law, do hereby consent to and adopt the following resolutions:

WHEREAS, the Corporation owns 100 percent of the outstanding shares of EmCare Physician Staffing Services, Inc., a Texas corporation (the “Subsidiary Corporation”);

WHEREAS, the Corporation desires to merge the Subsidiary Corporation with and into the Corporation, and each of the directors deems such a merger to be in the best interests of the Corporation; and

WHEREAS, there are no minority shareholders;

NOW, THEREFORE, BE IT RESOLVED, that the Corporation merge the Subsidiary Corporation into itself and assume all of the Subsidiary Corporation’s obligations; and

RESOLVED FURTHER, that the officers of the Corporation be, and each of them hereby is empowered and directed to do all things necessary or proper for the full and complete accomplishment of said merger, including execution and filing of a Certificate of Ownership or Articles of Merger as required by law.

The undersigned executed this written consent (which he may do by signature transmitted via facsimile machine) as of the 30th day of March, 1994.

/s/ Leonard M. Riggs, Jr., M.D.

Leonard M. Riggs, Jr., M.D.

Board of Directors Consent (EmCare, Inc.)

CERTIFICATE OF OWNERSHIP

MERGING

EMCARE MEDICAL SERVICES, INC., A TEXAS CORPORATION

INTO

EMCARE, INC., A DELAWARE CORPORATION

Pursuant to the provisions of Section 253 of the Delaware General Corporation Law (the “DGCL”) and Article 5.16 of the Texas Business Corporation Act (the “TBCA”), the undersigned, being the Chairman of the Board and the Secretary of EmCare, Inc., a Delaware corporation, do hereby certify that:

1. The name of the subsidiary corporation is EmCare Medical Services, Inc., a Texas corporation, and the name of the parent corporation is EmCare, Inc., a Delaware corporation.

2. The number of outstanding shares of the subsidiary corporation is 1,000 shares of common stock, par value $1.00 per share, and the number of such shares owned by the parent is 1,000.

3. The resolutions attached hereto as Exhibit A were adopted by the board of directors of the parent corporation on December 30, 1993 to merge the subsidiary corporation into the parent corporation.

4. The merger of the subsidiary corporation into the parent corporation is effective as of December 31, 1993.

5. The address of the registered office of the surviving corporation in the State of Delaware is 1013 Centre Road, in the City of Wilmington, County of New Castle. The name of the surviving corporation’s registered agent at such address is Corporation Service Company.

The parent corporation hereby: (a) agrees that it may be served with process in the State of Texas in any proceeding for the enforcement of any obligation of the subsidiary corporation and in any proceeding for the enforcement of the rights of a dissenting shareholder of the subsidiary corporation against the parent corporation, (b) irrevocably appoints the secretary of the State of Texas as its agent to accept service of process in any such proceeding; and (c) agrees that it will promptly pay to the assenting shareholders of the subsidiary corporation the amount, if any, to which they shall be entitled under the provisions of the TBCA with respect to the rights of dissenting shareholders.

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EMCARE, INC.

/s/ Leonard M. Riggs, Jr., M.D.

Leonard M. Riggs, Jr., M.D.

Chairman of the Board

ATTEST:

/s/ J. Forbes Anderson

J. Forbes Anderson

Secretary

EXHIBIT A

WRITTEN CONSENT OF THE

BOARD OF DIRECTORS

OF

EMCARE, INC.

The undersigned, being the entire board of directors of EMCARE, INC., a Delaware corporation (the “Corporation”), pursuant to Section 141(f) of the Delaware General Corporation Law, do hereby consent to and adopt the following resolutions:

WHEREAS, the Corporation owns 100 percent of the outstanding shares of EmCare Medical Services, Inc., a Texas corporation (the “Subsidiary Corporation”);

WHEREAS, the Corporation desires to merge the Subsidiary Corporation with and into the Corporation as of December 31, 1993, and each of the directors deems such a merger to be in the best interests of the Corporation; and

WHEREAS, there are no minority shareholders;

NOW, THEREFORE, BE IT RESOLVED, that the Corporation merge the Subsidiary Corporation into itself and assume all of the Subsidiary Corporation’s obligations; and

RESOLVED FURTHER, that the officers of the Corporation be, and each of them hereby is empowered and directed to do all things necessary or proper for the full and complete accomplishment of said merger as of December 31, 1993 including execution and filing of a Certificate of Merger (articles of merger) as required by law.

Each of the undersigned has executed this written consent (which he may do by signature transmitted via facsimile machine) as of the 30th day of December, 1993.

/s/ Leonard M. Riggs, Jr., M.D.

Leonard M. Riggs, M.D.

Board of Directors Consent (EmCare, Inc.)

CERTIFICATE OF MERGER
Merging
Koala Acquisition Sub, Inc.
Into
EmCare, Inc.

Pursuant to the provisions of Section 251 of the Delaware General Corporation Law (the “DGCL”), the undersigned submits the following Certificate of Merger for the purpose of effecting a merger of domestic corporations under the DGCL.

1.             The name and state of incorporation of each of the constituent corporations (the “Constituent Corporations”) is as follows:

Name	State of Incorporation
Koala Acquisition Sub, Inc.	Delaware
EmCare, Inc.	Delaware

2.             The Agreement and Plan of Merger, dated as of August 28, 2008 (the “Merger Agreement”), by and between EmCare, Inc., a Delaware corporation (“EmCare”), and Koala Acquisition Sub Inc., a Delaware corporation, has been approved, adopted, executed and acknowledged by each of the Constituent Corporations in accordance with Section 251 of the DGCL.

3              The name of the surviving corporation is “EmCare, Inc.” (the “Surviving Corporation”).

4.             The certificate of incorporation of EmCare, as in effect immediately prior to the filing of this Certificate of Merger, shall continue to be the certificate of incorporation of the Surviving Corporation until duly amended in accordance with its terms and applicable law.

5.             The executed Merger Agreement is on file at the Surviving Corporation’s principle place of business located at 6200 South Syracuse Way, #200, Greenwood Village, Colorado 80111.  A copy of the Merger Agreement will be furnished by the Surviving Corporation, on request and without cost, to any stockholder of the Constituent Corporations.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, this Certificate of Merger has been executed on behalf of the Surviving Corporation by the undersigned, a duly authorized officer of the Surviving Corporation, as of this 28th day of August, 2008.

EMCARE, INC.
By:
	Name:  William A. Sanger
	Title:  President and Chief Executive Officer

DELAWARE CERTIFICATE OF OWNERSHIP AND MERGER
[SUBSIDIARY INTO PARENT SECTION 253]

Pursuant to Section 253 of the General Corporation Law of Delaware, EmCare, Inc., a corporation incorporated on the 20th day of January 1993, pursuant to the provisions of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that (a) the Corporation owns 100% of the capital stock of each of the entities set forth on Exhibit A hereto (collectively, the “Subsidiaries”), which Subsidiaries were formed on the respective dates listed on Exhibit A, pursuant to the provisions of the laws of the respective states listed on Exhibit A and (b) the Corporation, by a duly adopted resolution of its Board of Directors on December 26, 2008, determined to and did merge into itself each of the Subsidiaries which resolution stated:

WHEREAS, EmCare, Inc. (the “Corporation”) lawfully owns 100% of the outstanding equity of those entities listed on Exhibit A hereto (collectively, the “Subsidiaries” and each a “Subsidiary”); and WHEREAS, the Corporation desires to merge into itself each of the Subsidiaries, and to be possessed of all the estate, property, rights, privileges and franchises of each of the Subsidiaries;

NOW, THEREFORE, BE IT RESOLVED, that the Corporation merges into itself each of the Subsidiaries and assumes all of each Subsidiary’s liabilities, privileges, rights, property and obligations (the “Mergers”);

RESOLVED FURTHER, that any authorized officer of the Corporation be, and such officer hereby is, directed to make and execute a certificate of ownership setting forth a copy of the resolution to merge each of the Subsidiaries and assume the Subsidiaries’ liabilities, privileges, rights, property and obligations, and the date of adoption thereof, and to file the same in the office of the Secretary of State of Delaware;

RESOLVED FURTHER, that any such authorized officer of the Corporation be, and such officer hereby is, authorized and directed to do all acts and things whatsoever, whether within or without the State of Delaware; which may be in any way necessary or proper to effect the Mergers.

[REMAINDER INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed by an authorized officer this 26th day of December, 2008

EMCARE, INC.

/s/ William A. Sanger

Name:  William A. Sanger

Title:  Chief Executive Officer / Authorized Officer

Exhibit A

Companies

Company Name	Company State of  Formation	Company Date of  Formation
Coordinated Health Services, Inc.	Pennsylvania	December 17, 1990
ECEP, Inc.	Missouri	November 10, 1999
EmCare Anesthesia Services, Inc.	Delaware	March 18, 1997
EmCare Contract of Arkansas, Inc.	Arkansas	August 31, 1998
EmCare of Alabama, Inc.	Alabama	April 28, 1998
EmCare of Arizona, Inc.	Arizona	April 24, 1998
EmCare of Colorado, Inc.	Colorado	April 24, 1998
EmCare of Connecticut, Inc,	Connecticut	July 24, 2002
EmCare of Florida, Inc.	Florida	February 6, 1970
EmCare of Georgia, Inc.	Georgia	May 13, 1998
EmCare of Hawaii, Inc.	Hawaii	January 28, 1977
EmCare of Indiana, Inc.	Indiana	October 19, 1998
EmCare of Iowa, Inc.	Iowa	April 24, 1998
EmCare of Kentucky, Inc.	Kentucky	April 24, 1998
EmCare of Louisiana, Inc.	Louisiana	March 27, 1998
EmCare of Maine, Inc.	Maine	August 26, 1998
EmCare of Michigan, Inc.	Michigan	April 24, 1998
EmCare of Minnesota, Inc.	Minnesota	April 24, 1998
EmCare of Mississippi, Inc.	Mississippi	April 1, 1998
EmCare of Missouri, Inc.	Missouri	June 5, 1998
EmCare of Nevada, Inc.	Nevada	September 2, 1997
EmCare of New Hampshire, Inc.	New Hampshire	April 24, 1998
EmCare of New Jersey, Inc.	New Jersey	March 25, 1998
EmCare of New Mexico, Inc.	New Mexico	April 24, 1998
EmCare of New York, Inc.	New York	April 24, 1998
EmCare of North Carolina, Inc.	North Carolina	April 24, 1998
EmCare of North Dakota, Inc.	North Dakota	April 24, 1998
EmCare of Ohio, Inc.	Ohio	April 27, 1998
EmCare of Oklahoma, Inc.	Oklahoma	March 27, 1998
EmCare of Oregon, Inc.	Oregon	April 24, 1998
EmCare of Pennsylvania, Inc.	Pennsylvania	May 21, 1998
EmCare of Rhode Island, Inc.	Rhode Island	March 14, 1997
EmCare of South Carolina, Inc.	South Carolina	June 25, 1998
EmCare of Tennessee, Inc.	Tennessee	February 12, 1998
EmCare of Vermont, Inc.	Vermont	April 24, 1998
EmCare of Virginia, Inc.	Virginia	April 24, 1998
EmCare of Washington, Inc.	Washington	April 24, 1998
EmCare of West Virginia, Inc.	West Virginia	April 10, 1992
EmCare of Wisconsin, Inc.	Wisconsin	April 24, 1998
EmCare Services of Massachusetts, Inc.	Massachusetts	May 13, 1998
Em-Code Reimbursement Solutions, Inc.	Delaware	October 16, 1998
First Medical/ EmCare, Inc.	California	January 15, 1981
OLD STAT, Inc.	Delaware	July 29, 1994
STAT Physicians, Inc.	Florida	November 18, 1996

Company Name	Company State of  Formation	Company Date of  Formation
Tifton Management Services, Inc.	Georgia	June 13, 1978
Tucker Emergency Services, Inc.	Georgia	July 22, 1983

DELAWARE CERTIFICATE OF OWNERSHIP AND MERGER
[SUBSIDIARY INTO PARENT SECTION 253]

Pursuant to Section 253 of the General Corporation Law of Delaware, EmCare, Inc., a corporation incorporated on the 20th day of January 1993, pursuant to the provisions of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that (a) the Corporation owns 100% of the capital stock of each of the entities set forth on Exhibit A hereto (collectively, the “Subsidiaries”), which Subsidiaries were formed on the respective dates listed on Exhibit A, pursuant to the provisions of the laws of the respective states listed on Exhibit A and (b) the Corporation, by a duly adopted resolution of its Board of Directors on December 29, 2008, determined to and did merge into itself each of the Subsidiaries which resolution stated:

WHEREAS, EmCare, Inc. (the “Corporation”) lawfully owns 100% of the outstanding equity of those entities listed on Exhibit A hereto (collectively, the “Subsidiaries” and each a “Subsidiary”); and WHEREAS, the Corporation desires to merge into itself each of the Subsidiaries, and to be possessed of all the estate, property, rights, privileges and franchises of each of the Subsidiaries;

NOW, THEREFORE, BE IT RESOLVED, that the Corporation merges into itself each of the Subsidiaries and assumes all of each Subsidiary’s liabilities, privileges, rights, property and obligations (the “Mergers”);

RESOLVED FURTHER, that any authorized officer of the Corporation be, and such officer hereby is, directed to make and execute a certificate of ownership setting forth a copy of the resolution to merge each of the Subsidiaries and assume the Subsidiaries’ liabilities, privileges, rights, property and obligations, and the date of adoption thereof, and to file the same in the office of the Secretary of State of Delaware;

RESOLVED FURTHER, that any such authorized officer of the Corporation be, and such officer hereby is, authorized and directed to do all acts and things whatsoever, whether within or without the State of Delaware; which may be in any way necessary or proper to effect the Mergers.

[REMAINDER INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed by an authorized officer this 27 day of February, 2009

EMCARE, INC.
By:	/s/ James L. Murphy
Name:	James L. Murphy
Title:	President

Exhibit A
Companies

Company Name	Company State of  Formation	Company Date of  Formation
Emergency Specialists of Arkansas, Inc. II	Texas	April 21, 1995
The Gould Group, Inc.	Texas	April 23, 1991
EmCare of Texas, Inc.	Texas	February 26, 1999
EmCare Services of Illinois	Illinois	January 20, 1969

STATE OF DELAWARE
CERTIFICATE OF MERGER OF
DOMESTIC CORPORATION AND
FOREIGN LIMITED LIABILITY COMPANY

Pursuant to Title 8, Section 264(c) of the Delaware General Corporation Law, the undersigned corporation executed the following Certificate of Merger:

FIRST:  The name of the surviving corporation is EmCare, Inc., a Delaware Corporation, and the name of the limited liability company being merged into this surviving corporation is EmCare of Maryland, LLC a (list jurisdiction) Maryland limited liability company.

SECOND:  The Agreement of Merger has been approved, adopted, certified, executed and acknowledged by the surviving corporation and the merging limited liability company.

THIRD:  The name of the surviving corporation is EmCare, Inc.

FOURTH:  The merger is to become effective on upon filing

FIFTH:  The Agreement of Merger is on file at 6200 S. Syracuse Way, Suite 200 Greenwood Village, CO 80111, the place of business of the surviving corporation.

SIXTH:  A copy of the Agreement of Merger will be furnished by the corporation on request, without cost, to any stockholder of any constituent corporation or partner of any constituent limited liability company.

SEVENTH:  The Certificate of Incorporation of the surviving corporation shall be its Certificate of Incorporation.

IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed by an authorized officer, the 30th day of January, A.D., 2009.

By:	/s/ James L. Murphy
	Authorized Officer
Name:	/s/ James L. Murphy
	Print or Type
Title:	President

EX-3.104

Exhibit 3.104

BYLAWS

OF

EMCARE, INC.

ARTICLE I

OFFICES

Section 1.01  Registered Office.  The registered office and registered agent of EmCare, Inc., a Delaware corporation (the “Company”) shall be the registered office and registered agent established pursuant to the certificate of incorporation, as amended, of the Company (the “Charter”).

Section 1.02  Other Offices.  The Company may have offices at such other places, both within and without the State of Delaware, as the board of directors of the Company (the “Board of Directors”) determines or the business of the Company requires.

ARTICLE II

SHAREHOLDERS

Section 2.01  Place of Meetings.  The shareholders of the Company (the “Shareholders”) may hold their meetings at such places, within or without the State of Delaware, as the Board of Directors determines.

Section 2.02  Annual Meeting.  The Shareholders shall hold an annual meeting at such time as the Board of Directors determines. At the annual meeting, the Shareholders shall elect the directors of the Company and transact such other business as may properly be brought before the meeting.

Section 2.03  Special Meetings.  The Board of Directors may call special meetings of the Shareholders for any purpose. The Shareholders shall confine the business transacted at a special meeting to the subjects stated in the notice of the meeting.

Section 2.04  Notice of Meetings.  The Secretary shall deliver, or cause to be delivered, written notice of a meeting of the Shareholders to each Shareholder of record. Such notice shall be delivered not less than ten nor more than sixty days before the date of the meeting. The notice shall state the time and place of the meeting, and in the case of a special meeting, the purpose of the meeting.

Section 2.05  Quorum.  The holders of a majority of the shares of the Company entitled to vote, present in person or represented by proxy, shall constitute a quorum at meetings of the Shareholders. If a quorum does not exist at a meeting, the Shareholders present in person or represented by proxy may adjourn the meeting, without notice other than announcement at the

meeting, until a quorum is present or represented. At a reconvened meeting at which a quorum is present or represented, the Shareholders may transact any business that they could have transacted at the original meeting.

Section 2.06  Voting.  When a quorum is present at a meeting of the Shareholders, the affirmative vote of the holders of a majority of the shares of the Company entitled to vote, present in person or represented by proxy, shall decide any question brought before the meeting, except for the election of directors. Directors shall be elected by written ballot, by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Except for the election of directors, the Shareholders need not vote by written ballot. A Shareholder shall be entitled to vote in person or by a written proxy that the Shareholder has signed and that bears a date not more than three years before the date of the meeting, unless the proxy provides for a longer period. The holder of a proxy shall file the proxy with the Secretary before or at the time of the meeting. The Shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding whether a withdrawal of Shareholders causes less than a quorum to exist.

Section 2.07  Shareholders of Record.  The Board of Directors may establish a record date not less than ten nor more than sixty days before the date of a meeting of the Shareholders to determine the Shareholders entitled to notice of the meeting and to vote thereat. In the absence of any Board of Directors action, the date when the Secretary delivers, or causes to be delivered, written notice of the meeting shall be the record date.

Section 2.08  Written Consent.  The Shareholders may take any action that they are required or permitted to take at a meeting of the Shareholders without a meeting pursuant to a written consent, setting forth the action taken, signed by the holders of issued and outstanding shares of the Company having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all votes entitled to vote thereon were present and voted, and delivered to the Company to its registered office in Delaware, its principal place of business, or an officer or agent of the Company having custody of the minute books of the Company. Delivery to the Company’s registered office shall be by hand or by certified mail, return receipt requested. Such consent shall have the same force and effect as a vote of the Shareholders. The Secretary shall promptly notify those Shareholders who did not sign such consent of the action taken pursuant thereto.

Section 2.09  Telephonic Meetings.  The Shareholders may hold a meeting by means of conference telephone or similar communications equipment if all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this Section 2.09 shall constitute presence in person at such meeting.

ARTICLE III

BOARD OF DIRECTORS

Section 3.01  Management of the Corporation.  The Board of Directors shall manage the business and affairs of the Company.

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Section 3.02  Number of Directors.  The Board of Directors shall consist of the number of directors established in a resolution of either the Shareholders or the Board of Directors. In the absence of such a resolution, the number of directors of the Company shall be one. Each director shall hold office until the Shareholders elect such director’s successor or until the Shareholders otherwise remove such director from office.

Section 3.03  Removal of a Director.  The Shareholders may remove a director from office, with or without cause.

Section 3.04  Vacancies.  If any vacancies occur in the Board of Directors, the directors then in office, though less than a quorum, may choose a successor or successors, or the Shareholders may elect a successor or successors.

Section 3.05  Place of Meetings.  The Board of Directors may hold its meetings within or without the State of Texas.

Section 3.06  First Meeting of the Year.  Each newly elected Board of Directors shall hold its first meeting, without further notice, immediately following the annual meeting of the Shareholders, and at the same place as such meeting. At their first meeting, the Board of Directors shall elect the officers of the Company.

Section 3.07  Regular Meetings.  The Board of Directors may hold regular meetings without notice at such time and place as the Board of Directors determines.

Section 3.08  Special Meetings.  The Board of Directors may hold special meetings called by the Chairman of the Board, the President, or the Secretary on five days written notice to each director. Such notice shall state the time and place of the meeting. The notice need not state the purpose of the meeting.

Section 3.09  Quorum.  At meetings of the Board of Directors, the presence of a majority of the directors shall constitute a quorum. The act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. If a quorum does not exist at a meeting, the directors present may adjourn the meeting, without notice other than announcement at the meeting, until a quorum is present.

Section 3.10  Written Consent.  The Board of Directors may take any action that they are required or permitted to take at a meeting of the Board of Directors without a meeting pursuant to a written consent, setting forth the action taken, that all of the directors sign, filed with the minutes of proceedings of the Board of Directors. Such consent shall have the same force and effect as a unanimous vote of the directors.

Section 3.11  Telephonic Meetings.  The Board of Directors may hold a meeting by means of a conference telephone or similar communications equipment if all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this Section 3.11 shall constitute presence in person at such meeting.

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ARTICLE IV

NOTICES

Section 4.01  Notice by Mail.  Whenever notice is required to be given to a Shareholder or a director, such notice may be given by mail, postage prepaid, addressed to such Shareholder or director at his, her, or its address as it appears on the books of the Company. Any notice given by mail shall be deemed delivered at the time deposited in the mail.

Section 4.02  Waiver of Notice.  Whenever any notice is required to be given to a Shareholder or a director, a written waiver thereof signed by the Shareholder or director, whether signed before or after the time of the meeting or other event requiring notice, shall be deemed equivalent to the giving of such notice.

Section 4.03  Attendance at a Meeting.  Attendance of a Shareholder or a director at a meeting shall constitute a waiver of notice of such meeting by such Shareholder or director, except when the Shareholder or director attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business at the meeting because of the lack of proper notice.

ARTICLE V

OFFICERS

Section 5.01  Election of Officers.  The Board of Directors shall elect the officers of the Company. The officers of the Company shall be a Chairman of the Board, a President, a Treasurer, a Secretary, and such other officers as the Board of Directors deems appropriate. The same person may hold any two or more offices.

Section 5.02  Salaries.  The Board of Directors shall establish the salary of each officer of the Company.

Section 5.03  Term as Officers.  Each officer of the Company shall hold office until the Board of Directors elects such officer’s successor or until such officer’s death, resignation, or removal from office. The Board of Directors may remove any officer from office at any time.

Section 5.04  Chairman of the Board.  The Chairman of the Board shall be the chief executive officer of the Company. Subject to the Board of Directors, the Chairman of the Board shall have the authority to manage the business and affairs of the Company. The Chairman of the Board shall preside at all meetings of the Shareholders and all meetings of the Board of Directors.

Section 5.05  President.  The President shall be the chief operating officer of the Company. Subject to the Board of Directors and the Chairman of the Board, the President shall have the authority to manage the business and affairs of the Company.

Section 5.06  Treasurer.  The Treasurer shall be the chief financial officer of the Company. The Treasurer shall have custody of the corporate funds and securities, shall keep records of the receipts and disbursements of the Company, and shall deposit all moneys and other valuable effects of the Company in such depositories as the Chairman of the Board, the

4

President, or the Treasurer selects. The Treasurer shall perform such other duties as the Board of Directors, the Chairman of the Board, or the President prescribe.

Section 5.07  Secretary.  The Secretary shall attend all meetings of the Shareholders and all meetings of the Board of Directors, and shall record all votes taken at those meetings. The Secretary shall deliver, or cause to be delivered, notice of all meetings of the Shareholders and special meetings of the Board of Directors, and shall perform such other duties as the Board of Directors, the Chairman of the Board, or the President prescribe.

ARTICLE VI

INDEMNIFICATION

Section 6.01  Indemnification.  The Company shall (i) indemnify any person who was, is, or is threatened to be made a defendant or respondent in any completed, pending or threatened action, suit, or proceeding (whether civil, criminal, administrative, or investigative, any appeal in such action, suit, or proceeding, and any inquiry or investigation that could lead to such an action, suit, or proceeding) because such person was or is a director or officer of the Company, or while a director or officer of the Company, was or is serving at the request of the Company as a director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise, against judgments, penalties (including excise and similar taxes), fines, settlements, and reasonable expenses (including attorneys fees) actually incurred by such person in connection with such action, suit, or proceeding, and (ii) advance reasonable expenses to such person in connection with such action, suit, or proceeding, upon receipt by the Company of an undertaking by or on behalf of such person to repay such amount if it shall be ultimately determined that he is not entitled to indemnification. Any repeal or modification of this Section 6.01 shall not adversely affect any right to indemnification of any person with respect to any completed, pending, or threatened action, proceeding, or suit existing immediately prior to such repeal or modification. The rights provided in this Section 6.01 shall not be exclusive of any other rights to which such person may be entitled under any provision of the Charter, a resolution of the Shareholders or the Board of Directors, an agreement, or otherwise.

ARTICLE VII

STOCK CERTIFICATES

Section 7.01  Stock Certificates.  Stock certificates, representing shares of the Company, in such form as the Board of Directors determines, shall be delivered to each Shareholder. The Chairman of the Board or the President and the Secretary or an Assistant Secretary shall sign each stock certificate.

Section 7.02  Lost Stock Certificates.  The Board of Directors may direct that the Company issue a new stock certificate to replace a lost or destroyed stock certificate. The Board of Directors may require that the person claiming that the stock certificate was lost or destroyed give the Company a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

5

Section 7.03  Transfer of Shares.  Upon presentation to the Company of a stock certificate duly endorsed or accompanied by a stock power that the Shareholder has executed, and the satisfaction of any other requirements for transfer, the Company shall register the transfer of the shares on the books of the Company and issue a new stock certificate to the new Shareholder. Prior to registration of the transfer on the books of the Company, the Company shall treat the registered owner of shares as the person exclusively entitled to vote, to receive notifications, and to otherwise exercise all of the rights and powers of a Shareholder.

ARTICLE VIII

GENERAL PROVISIONS

Section 8.01  Checks.  The Chairman of the Board, the President, or the Treasurer, or such other person or persons as any of them may designate, shall sign the checks drawn on the accounts of the Company.

Section 8.02  Dividends.  The Board of Directors may declare dividends upon the shares of the Company. The Company may pay dividends in cash, property, or shares of the Company. The date when the Board of Directors adopts a resolution declaring a dividend shall be the record date for the purpose of determining the Shareholders entitled to receive payment of that dividend, unless the resolution specifies another record date.

Section 8.03  Execution of Contracts.  The Board of Directors may authorize any officer or agent to execute and deliver any contract or instrument on behalf of the Company. Such authority may be general or confined to specific instances.

Section 8.04  Fiscal Year.  The fiscal year of the Company shall be the fiscal year established in a resolution adopted by the Board of Directors.

Section 8.05  Seal.  The Board of Directors shall adopt a corporate seal for the Company.

Section 8.06  Voting of Securities.  Any officer of the Company shall have authority on behalf of the Company to vote securities of another corporation or entity that the Company owns or to execute and deliver on behalf of the Company a written consent to action of the holders of such securities in lieu of a meeting.

ARTICLE IX

AMENDMENTS

Section 9.01  Amendment by Board of Directors.  The Board of Directors may amend or repeal these bylaws or adopt new bylaws.

Section 9.02 Amendment by Shareholders. The Shareholders may amend or repeal these bylaws or adopt new bylaws even though the Board of Directors may also amend, repeal, and adopt bylaws.

6

EX-3.105

Exhibit 3.105

CERTIFICATE OF INCORPORATION
OF
EMERGENCY MEDICAL SERVICES LP CORPORATION

FIRST:  The name of the Corporation is Emergency Medical Services LP Corporation

SECOND:  The Corporation’s registered office in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, zip code 19808.  The name of its registered agent at such address is Corporation Service Company.

THIRD:  The nature of the business of the Corporation and its purpose is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “DGCL”).

FOURTH:  The total number of shares of stock which the Corporation shall have authority to issue is 1,000 shares of Common Stock, par value $0.01 per share.

FIFTH:  The following provisions are inserted for the management of the business, for the conduct of the affairs of the Corporation and for the purpose of creating, defining, limiting and regulating the powers of the Corporation and its directors and stockholders:

1.             The number of directors of the Corporation shall be fixed and may be altered from time to time in the manner provided in the By-Laws, and vacancies in the Board of Directors and newly created directorships resulting from any increase in the authorized number of directors may be filled, and directors may be removed, as provided in the By-Laws.

2.             The election of directors may be conducted in any manner approved by the stockholders at the time when the election is held and need not be by written ballot.

3.             All corporate powers and authority of the Corporation (except as at the time otherwise provided by law, by this Certificate of Incorporation or by the By-Laws) shall be vested in and exercised by the Board of Directors.

4.             The Board of Directors shall have the power without the assent or vote of the stockholders to adopt, amend, alter or repeal the By-Laws, except to the extent that the By-Laws or this Certificate of Incorporation otherwise provide.

5.               No director of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of his or her fiduciary duty as a director, provided that nothing contained in this Article shall eliminate or limit the liability of a director (a) for any breach of the director’s duty of loyalty to the

Corporation or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, (c) under Section 174 of the DGCL or (d) for any transaction from which the director derived an improper personal benefit.

6.               The Corporation shall indemnify to the fullest extent permitted by Section 145 of the DGCL, each person who is or was a director of the Corporation and the heirs, executors and administrators of such directors; and the Corporation may, in its sole discretion, indemnify such other persons that such Section grants the Corporation the power to indemnify.

7.               (a)  Given that certain jointly indemnifiable claims may arise due to the service of the indemnitee as a director of the Corporation at the request of the Indemnitee-related entities, the Corporation acknowledges and agrees that the Corporation shall be fully and primarily responsible for the payment to the indemnitee in respect of indemnification or advancement of expenses in connection with any such jointly indemnifiable claim, pursuant to and in accordance with the terms of this Section 7 of Article FIFTH of this Certificate of Incorporation, irrespective of any right of recovery the indemnitee may have from the Indemnitee-related entities.  Under no circumstance shall the Corporation be entitled to any right of subrogation or contribution by the Indemnitee-related entities and no right of advancement or recovery the indemnitee may have from the Indemnitee-related entities shall reduce or otherwise alter the rights of the indemnitee or the obligations of the Corporation hereunder.  In the event that any of the Indemnitee-related entities shall make any payment to the indemnitee in respect of indemnification or advancement of expenses with respect to any jointly indemnifiable claim, the Indemnitee-related entity making such payment shall be subrogated to the extent of such payment to all of the rights of recovery of the indemnitee against the Corporation, and the indemnitee shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnitee-related entities effectively to bring suit to enforce such rights.  Each of the Indemnitee-related entities shall be third-party beneficiaries with respect to this Section 7 of Article FIFTH of this Certificate of Incorporation, entitled to enforce this paragraph.

(b) For purposes of this Section 7, the following terms shall have the following meanings:

(i) The term “Indemnitee-related entities” means Clayton, Dubilier & Rice Fund VIII, L.P., CD&R EMS Co-Investor, L.P., Clayton, Dubilier & Rice, LLC and their affiliates (but shall not include CDRT Holding Corporation and its subsidiaries).

(ii) The term “jointly indemnifiable claims” shall be broadly construed and shall include, without limitation, any action, suit or proceeding for which the indemnitee shall be entitled to indemnification or advancement of expenses from

2

both the Indemnitee-related entities and the Corporation pursuant to the DGCL, any agreement or the certificate of incorporation, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or comparable organizational documents of the Corporation or the Indemnitee-related entities, as applicable.

SIXTH:  The Corporation reserves the right to amend or repeal any provision contained in this Certificate of Incorporation in the manner now or hereafter prescribed by the laws of the State of Delaware, and all rights herein conferred upon stockholders or directors are granted subject to this reservation.

SEVENTH:  The powers of the incorporator are to terminate upon the filing of this Certificate of Incorporation with the Secretary of State of the State of Delaware.  The name and mailing address of each of the initial directors of the Corporation, each to serve until the next annual meeting of the stockholders of the Corporation or until such person’s respective successor shall have been elected and shall qualify, or until such person’s earlier death, resignation or removal, is:

Name	Address
William A. Sanger	6200 South Syracuse Way, Suite 200, Greenwood, CO 80111
Richard J. Schnall	6200 South Syracuse Way, Suite 200, Greenwood, CO 80111
Kenneth A. Giuriceo	6200 South Syracuse Way, Suite 200, Greenwood, CO 80111
Ronald A. Williams	6200 South Syracuse Way, Suite 200, Greenwood, CO 80111

EIGHTH:  This Certificate of Incorporation shall be effective at 11:00 a.m. on May 27, 2011.

By:	/s/ Alexander R. Cochran
Name:	Alexander R. Cochran
Title:	Incorporator

3

EX-3.106

Exhibit 3.106

EMERGENCY MEDICAL SERVICES LP CORPORATION

BYLAWS

As Adopted on May 26, 2011

EMERGENCY MEDICAL SERVICES LP CORPORATION

BYLAWS

Table of Contents

		Page
ARTICLE I	MEETINGS OF STOCKHOLDERS	1
Section 1.01.	Annual Meetings	1
Section 1.02.	Special Meetings	1
Section 1.03.	Participation in Meetings by Remote Communication	1
Section 1.04.	Notice of Meetings; Waiver of Notice	1
Section 1.05.	Proxies	2
Section 1.06.	Voting Lists	2
Section 1.07.	Quorum	3
Section 1.08.	Voting	3
Section 1.09.	Adjournment	3
Section 1.10.	Organization; Procedure	3
Section 1.11.	Consent of Stockholders in Lieu of Meeting	4
ARTICLE II	BOARD OF DIRECTORS	4
Section 2.01.	General Powers	4
Section 2.02.	Number and Term of Office	5
Section 2.03.	Election of Directors	5
Section 2.04.	Regular Meetings	5
Section 2.05.	Special Meetings	5
Section 2.06.	Notice of Meetings; Waiver of Notice	5
Section 2.07.	Quorum; Voting	5
Section 2.08.	Action by Telephonic Communications	6
Section 2.09.	Adjournment	6
Section 2.10.	Action Without a Meeting	6
Section 2.11.	Regulations	6
Section 2.12.	Resignations of Directors	6
Section 2.13.	Removal of Directors	6
Section 2.14.	Vacancies and Newly Created Directorships	7
Section 2.15.	Compensation	7
Section 2.16.	Reliance on Accounts and Reports, etc.	7
ARTICLE III	COMMITTEES	7
Section 3.01.	Designation of Committees	7
Section 3.02.	Members and Alternate Members	7
Section 3.03.	Committee Procedures	8
Section 3.04.	Meetings and Actions of Committees	8
Section 3.05.	Resignations and Removals	8

Table of Contents

(continued)

		Page
Section 3.06.	Vacancies	8
ARTICLE IV	OFFICERS	9
Section 4.01.	Officers	9
Section 4.02.	Election	9
Section 4.03.	Compensation	9
Section 4.04.	Removal and Resignation; Vacancies	9
Section 4.05.	Authority and Duties of Officers	9
Section 4.06.	President	10
Section 4.07.	Vice Presidents	10
Section 4.08.	Secretary	10
Section 4.09.	Treasurer	11
ARTICLE V	CAPITAL STOCK	12
Section 5.01.	Certificates of Stock	12
Section 5.02.	Facsimile Signatures	12
Section 5.03.	Lost, Stolen or Destroyed Certificates	12
Section 5.04.	Transfer of Stock	12
Section 5.05.	Registered Stockholders	13
ARTICLE VI	INDEMNIFICATION	13
Section 6.01.	Indemnification	13
Section 6.02.	Advance of Expenses	14
Section 6.03.	Procedure for Indemnification	14
Section 6.04.	Burden of Proof	14
Section 6.05.	Contract Right; Non-Exclusivity; Survival	15
Section 6.06.	Insurance	15
Section 6.07.	Employees and Agents	15
Section 6.08.	Interpretation; Severability	15
Section 6.09.	Coordination of Claims	16
ARTICLE VII	OFFICES	17
Section 7.01.	Registered Office	17
Section 7.02.	Other Offices	17
ARTICLE VIII	GENERAL PROVISIONS	17
Section 8.01.	Dividends	17
Section 8.02.	Reserves	17
Section 8.03.	Execution of Instruments	17
Section 8.04.	Voting as Stockholder	18

ii

Table of Contents

(continued)

		Page
Section 8.05.	Fiscal Year	18
Section 8.06.	Seal	18
Section 8.07.	Books and Records; Inspection	18
Section 8.08.	Electronic Transmission	18
ARTICLE IX	AMENDMENT OF BYLAWS	18
Section 9.01.	Amendment	18
ARTICLE X	CONSTRUCTION	18
Section 10.01.	Construction	18

iii

EMERGENCY MEDICAL SERVICES LP CORPORATION

BYLAWS

As Adopted on May 26, 2011

ARTICLE I

MEETINGS OF STOCKHOLDERS

Section 1.01.  Annual Meetings.  An annual meeting of the stockholders of the corporation for the election of directors and for the transaction of such other business as properly may come before such meeting shall be held each year either within or without the State of Delaware on such date and at such place and time as are designated by resolution of the corporation’s board of directors (the “Board”), unless the stockholders have acted by written consent to elect directors as permitted by the General Corporation Law of the State of Delaware, as amended from time to time (the “DGCL”).

Section 1.02.  Special Meetings.  A special meeting of the stockholders for any purpose may be called at any time by the President (or, in the event of his or her absence or disability, by any Vice President) or by the Secretary pursuant to a resolution of the Board, to be held either within or without the State of Delaware on such date and at such time and place as are designated by such officer or in such resolution.

Section 1.03.  Participation in Meetings by Remote Communication.  The Board, acting in its sole discretion, may establish guidelines and procedures in accordance with applicable provisions of the DGCL and any other applicable law for the participation by stockholders and proxyholders in a meeting of stockholders by means of remote communications, and may determine that any meeting of stockholders will not be held at any place but will be held solely by means of remote communication.  Stockholders and proxyholders complying with such procedures and guidelines and otherwise entitled to vote at a meeting of stockholders shall be deemed present in person and entitled to vote at a meeting of stockholders, whether such meeting is to be held at a designated place or solely by means of remote communication.

Section 1.04.  Notice of Meetings; Waiver of Notice.

(a)  The Secretary or any Assistant Secretary shall cause notice of each meeting of stockholders to be given in writing in a manner permitted by the DGCL not less than 10 days nor more than 60 days prior to the meeting to each stockholder of record entitled to vote at such meeting, subject to such exclusions as are then permitted by the DGCL.  The notice shall specify (i) the place, if any, date and time of such meeting, (ii) the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, (iii) in the case of a special meeting, the purpose or purposes for which such meeting is called, and (iv) such other information as may be required by law or as may be deemed appropriate by the President, the Vice President calling the meeting, or the Board.  If the stockholder list referred to in Section 1.06 of these bylaws is made accessible on an

electronic network, the notice of meeting must indicate how the stockholder list can be accessed.  If the meeting of stockholders is to be held solely by means of electronic communications, the notice of meeting must provide the information required to access such stockholder list during the meeting.

(b)  A written waiver of notice of meeting signed by a stockholder or a waiver by electronic transmission by a stockholder, whether given before or after the meeting time stated in such notice, is deemed equivalent to notice.  Attendance of a stockholder at a meeting is a waiver of notice of such meeting, except when the stockholder attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business at the meeting on the ground that the meeting is not lawfully called or convened.

Section 1.05.  Proxies.

(a)  Each stockholder entitled to vote at a meeting of stockholders or to express consent to or dissent from corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy.

(b)  A stockholder may authorize a valid proxy by executing a written instrument signed by such stockholder, or by causing his or her signature to be affixed to such writing by any reasonable means, including but not limited to by facsimile signature, or by transmitting or authorizing an electronic transmission (as defined in Section 8.08 of these bylaws) setting forth an authorization to act as proxy to the person designated as the holder of the proxy, a proxy solicitation firm or a like authorized agent.  Proxies by electronic transmission must either set forth, or be submitted with, information from which it can be determined that the electronic transmission was authorized by the stockholder.  Any copy, facsimile telecommunication or other reliable reproduction of a writing or transmission created pursuant to this section may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used if such copy, facsimile telecommunication or other reproduction is a complete reproduction of the entire original writing or transmission.

(c)  No proxy may be voted or acted upon after the expiration of three years from the date of such proxy, unless such proxy provides for a longer period.  Every proxy is revocable at the pleasure of the stockholder executing it unless the proxy states that it is irrevocable and applicable law makes it irrevocable.  A stockholder may revoke any proxy that is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or by filing another duly executed proxy bearing a later date with the Secretary.

Section 1.06.  Voting Lists.  The officer of the corporation who has charge of the stock ledger of the corporation shall prepare, at least 10 days before every meeting of the stockholders (and before any adjournment thereof for which a new record date has been set), a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in the name of each stockholder.  This list shall be open to the examination of

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any stockholder prior to and during the meeting for any purpose germane to the meeting as required by the DGCL or other applicable law.  The stock ledger shall be the only evidence as to who are the stockholders entitled by this section to examine the list required by this section or to vote in person or by proxy at any meeting of stockholders.

Section 1.07.  Quorum.  Except as otherwise required by law or by the certificate of incorporation, the presence in person or by proxy of the holders of record of a majority of the shares entitled to vote at a meeting of stockholders shall constitute a quorum for the transaction of business at such meeting.

Section 1.08.  Voting.  Every holder of record of shares entitled to vote at a meeting of stockholders is entitled to one vote for each share outstanding in his or her name on the books of the corporation (a) at the close of business on the record date for such meeting, or (b) if no record date has been fixed, at the close of business on the day next preceding the day on which notice of the meeting is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.  All matters at any meeting at which a quorum is present, including the election of directors, shall be decided by the affirmative vote of a majority of the shares of stock present in person or represented by proxy at the meeting and entitled to vote on the subject matter in question, unless otherwise expressly provided by express provision of law or the certificate of incorporation.  The stockholders do not have the right to cumulate their votes for the election of directors.

Section 1.09.  Adjournment.  Any meeting of stockholders may be adjourned from time to time, by the chairperson of the meeting or by the vote of a majority of the shares of stock present in person or represented by proxy at the meeting, to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the place, if any, and date and time thereof (and the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting) are announced at the meeting at which the adjournment is taken unless the adjournment is for more than 30 days or a new record date is fixed for the adjourned meeting after the adjournment, in which case notice of the adjourned meeting in accordance with Section 1.04 of these bylaws shall be given to each stockholder of record entitled to vote at the meeting.  At the adjourned meeting, the corporation may transact any business that might have been transacted at the original meeting.

Section 1.10.  Organization; Procedure.  The President shall preside over each meeting of stockholders.  If the President is absent or disabled, the presiding officer shall be selected by the Board or, failing action by the Board, by a majority of the stockholders present in person or represented by proxy.  The Secretary, or in the event of his or her absence or disability, an appointee of the presiding officer, shall act as secretary of the meeting.  The Board may make such rules or regulations for the conduct of meetings of stockholders as it shall deem necessary, appropriate or convenient.  Subject to any such rules and regulations, the presiding officer of any meeting shall have the right and authority to prescribe rules, regulations and procedures for such meeting and to take all

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such actions as in the judgment of the presiding officer are appropriate for the proper conduct of such meeting.

Section 1.11.  Consent of Stockholders in Lieu of Meeting.

(a)  Unless otherwise provided in the certificate of incorporation, any action required or permitted to be taken at an annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote of stockholders, if a consent or consents in writing, setting forth the action so taken, are (i) signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted (but not less than the minimum number of votes otherwise prescribed by law) and (ii) delivered to the corporation by delivery to its registered office in this State, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded within 60 days of the earliest dated consent so delivered to the corporation.

(b)  If a stockholder consent is to be given without a meeting of stockholders, and the Board has not fixed a record date for the purpose of determining the stockholders entitled to participate in such consent, then: (i) if the DGCL does not require action by the Board prior to the proposed stockholder action, the record date shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation at any of the locations referred to in Section 1.11(a)(ii); and (ii) if the DGCL requires action by the Board prior to the proposed stockholder action, the record date shall be at the close of business on the day on which the Board adopts the resolution taking such prior action.  Every written consent to action without a meeting shall bear the date of signature of each stockholder who signs the consent, and shall be valid if timely delivered to the corporation at any of the locations referred to in Section 1.11(a)(ii).

(c)  The Secretary shall give prompt notice of the taking of an action without a meeting by less than unanimous written consent to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of stockholders to take the action were delivered to the corporation in accordance with the DGCL.

ARTICLE II

BOARD OF DIRECTORS

Section 2.01.  General Powers.  Except as may otherwise be provided by law or by the certificate of incorporation, the affairs and business of the corporation shall be managed by or under the direction of the Board.  The directors shall act only as a Board, and the individual directors shall have no power as such.

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Section 2.02.  Number and Term of Office.  The number of Directors constituting the entire Board of Directors shall initially be four (each of whom shall be a natural person), which number may be modified from time to time by resolution of the Board of Directors, but in no event shall the number of Directors be less than one.  Each director (whenever elected) shall hold office until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation or removal.

Section 2.03.  Election of Directors.  Except as otherwise provided in Sections 2.13 and 2.14 of these bylaws, the directors shall be elected at each annual meeting of the stockholders.

Section 2.04.  Regular Meetings.  Regular meetings of the Board shall be held on such dates, and at such times and places as are determined from time to time by resolution of the Board.

Section 2.05.  Special Meetings.  Special meetings of the Board shall be held whenever called by the President or, in the event of his or her absence or disability, by the Secretary, or by a majority of the directors then in office, at such place, date and time as may be specified in the respective notices or waivers of notice of such meetings.  Any business may be conducted at a special meeting.

Section 2.06.  Notice of Meetings; Waiver of Notice.

(a)  Notices of special meetings shall be given to each director, and notice of each resolution or other action affecting the date, time or place of one or more regular meetings shall be given to each director not present at the meeting adopting such resolution or other action, subject to Section 2.09 of these bylaws.  Notices shall be given personally, or by telephone confirmed by facsimile or email dispatched promptly thereafter, or by facsimile or email confirmed by a writing delivered by a recognized overnight courier service, directed to each director at the address from time to time designated by such director to the Secretary.  Each such notice and confirmation must be given (received in the case of personal service or delivery of written confirmation) at least 24 hours prior to the time of a special meeting, and at least five days prior to the initial regular meeting affected by such resolution or other action, as the case may be.

(b)  A written waiver of notice of meeting signed by a director or a waiver by electronic transmission by a director, whether given before or after the meeting time stated in such notice, is deemed equivalent to notice.  Attendance of a director at a meeting is a waiver of notice of such meeting, except when the director attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business at the meeting on the ground that the meeting is not lawfully called or convened.

Section 2.07.  Quorum; Voting.  At all meetings of the Board, the presence of a majority of the total authorized number of directors shall constitute a quorum for the transaction of business.  Except as otherwise required by law, the certificate of

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incorporation or these bylaws, the vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board.

Section 2.08.  Action by Telephonic Communications.  Members of the Board may participate in a meeting of the Board by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this provision shall constitute presence in person at such meeting.

Section 2.09.  Adjournment.  A majority of the directors present may adjourn any meeting of the Board to another date, time or place, whether or not a quorum is present.  No notice need be given of any adjourned meeting unless (a) the date, time and place of the adjourned meeting are not announced at the time of adjournment, in which case notice conforming to the requirements of Section 2.06 of these bylaws applicable to special meetings shall be given to each director, or (b) the meeting is adjourned for more than 24 hours, in which case the notice referred to in clause (a) shall be given to those directors not present at the announcement of the date, time and place of the adjourned meeting.

Section 2.10.  Action Without a Meeting.  Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if all members of the Board consent thereto in writing or by electronic transmission, and such writing or writings or electronic transmissions are filed with the minutes of proceedings of the Board.  Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 2.11.  Regulations.  To the extent consistent with applicable law, the certificate of incorporation and these bylaws, the Board may adopt such rules and regulations for the conduct of meetings of the Board and for the management of the affairs and business of the corporation as the Board may deem appropriate.  The Board may elect from among its members a chairperson and one or more vice-chairpersons to preside over meetings and to perform such other duties as may be designated by the Board.

Section 2.12.  Resignations of Directors.  Any director may resign at any time by submitting an electronic transmission or by delivering a written notice of resignation, signed by such director, to the President or the Secretary.  Such resignation shall take effect upon delivery unless the resignation specifies a later effective date or an effective date determined upon the happening of a specified event.

Section 2.13.  Removal of Directors.  Any director may be removed at any time, either for or without cause, upon the affirmative vote of the holders of a majority of the outstanding shares of stock of the corporation entitled to vote generally for the election of directors, acting at a stockholder meeting or by written consent in accordance with the DGCL and these bylaws.  Any vacancy in the Board caused by any such removal may be filled at such meeting (or in the written instrument effecting the removal, if the removal

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was effected by consent without a meeting) by the stockholders entitled to vote for the election of the director so removed.

Section 2.14.  Vacancies and Newly Created Directorships.  Except as provided in Section 2.13, any vacancies or newly created directorships may be filled only by a vote of the stockholders at any regular or special meeting of the stockholders.  A director elected to fill a vacancy or a newly created directorship shall hold office until his or her successor has been elected and qualified or until his or her earlier death, resignation or removal.

Section 2.15.  Compensation.  The directors shall be entitled to compensation for their services to the extent approved by the stockholders at any regular or special meeting of the stockholders.  The Board may by resolution determine the expenses in the performance of such services for which a director is entitled to reimbursement.

Section 2.16.  Reliance on Accounts and Reports, etc.  A director, as such or as a member of any committee designated by the Board, shall in the performance of his or her duties be fully protected in relying in good faith upon the records of the corporation and upon information, opinions, reports or statements presented to the corporation by any of the corporation’s officers or employees, or committees designated by the Board, or by any other person as to the matters the member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the corporation.

ARTICLE III

COMMITTEES

Section 3.01.  Designation of Committees.  The Board may designate one or more committees.  Each committee shall consist of such number of directors as from time to time may be fixed by the Board, and shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the corporation to the extent delegated to such committee by the Board but no committee shall have any power or authority as to (a) approving or adopting, or recommending to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval, (b) adopting, amending or repealing any of these bylaws or (c) as may otherwise be excluded by law or by the certificate of incorporation, and no committee may delegate any of its power or authority to a subcommittee unless so authorized by the Board.

Section 3.02.  Members and Alternate Members.  The members of each committee and any alternate members shall be selected by the Board.  The Board may provide that the members and alternate members serve at the pleasure of the Board.  An alternate member may replace any absent or disqualified member at any meeting of the committee.  An alternate member shall be given all notices of committee meetings, may attend any meeting of the committee, but may count towards a quorum and vote only if a member for whom such person is an alternate is absent or disqualified.  Each member (and each alternate member) of any committee shall hold office only until the time he or

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she shall cease for any reason to be a director, or until his or her earlier death, resignation or removal.

Section 3.03.  Committee Procedures.  A quorum for each committee shall be a majority of its members, unless the committee has only one or two members, in which case a quorum shall be one member, or unless a greater quorum is established by the Board.  The vote of a majority of the committee members present at a meeting at which a quorum is present shall be the act of the committee.  Each committee shall keep regular minutes of its meetings and report to the Board when required.  The Board may adopt other rules and regulations for the government of any committee not inconsistent with the provisions of these bylaws, and each committee may adopt its own rules and regulations of government, to the extent not inconsistent with these bylaws or rules and regulations adopted by the Board.

Section 3.04.  Meetings and Actions of Committees.  Meetings and actions of each committee shall be governed by, and held and taken in accordance with, the provisions of the following sections of these bylaws, with such bylaws being deemed to refer to the committee and its members in lieu of the Board and its members:

(a)  Section 2.04 (to the extent relating to place and time of regular meetings);

(b)  Section 2.05 (relating to special meetings);

(c)  Section 2.06 (relating to notice and waiver of notice);

(d)  Sections 2.08 and 2.10 (relating to telephonic communication and action without a meeting); and

(e)  Section 2.09 (relating to adjournment and notice of adjournment).

Special meetings of committees may also be called by resolution of the Board.

Section 3.05.  Resignations and Removals.  Any member (and any alternate member) of any committee may resign from such position at any time by delivering a written notice of resignation, signed by such member, to the President or the Secretary.  Unless otherwise specified therein, such resignation shall take effect upon delivery.  Any member (and any alternate member) of any committee may be removed from such position by the Board at any time, either for or without cause.

Section 3.06.  Vacancies.  If a vacancy occurs in any committee for any reason, the remaining members (and any alternate members) may continue to act if a quorum is present.  A committee vacancy may be filled only by the Board.

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ARTICLE IV

OFFICERS

Section 4.01.  Officers.  The Board shall elect a President and a Secretary as officers of the corporation.  The Board may also elect a Treasurer, one or more Vice Presidents, Assistant Secretaries and Assistant Treasurers, and such other officers and agents as the Board may determine (including a Chief Financial Officer).  In addition, the Board from time to time may delegate to any officer the power to appoint subordinate officers or agents and to prescribe their respective rights, terms of office, authorities and duties.  Any action by an appointing officer may be superseded by action by the Board.  Any number of offices may be held by the same person, except that one person may not hold both the office of President and the office of Secretary.  No officer need be a director of the corporation.

Section 4.02.  Election.  The officers of the corporation elected by the Board shall serve at the pleasure of the Board.  Officers and agents appointed pursuant to delegated authority as provided in Section 4.01 (or, in the case of agents, as provided in Section 4.06) shall hold their offices for such terms as may be determined from time to time by the appointing officer.  Each officer shall hold office until his or her successor has been elected or appointed and qualified, or until his or her earlier death, resignation or removal.

Section 4.03.  Compensation.  The salaries and other compensation of all officers and agents of the corporation shall be fixed by the Board or in the manner established by the Board.

Section 4.04.  Removal and Resignation; Vacancies.  Any officer may be removed for or without cause at any time by the Board.  Any officer granted the power to appoint subordinate officers and agents as provided in Section 4.01 may remove any subordinate officer or agent appointed by such officer, for or without cause.  Any officer or agent may resign at any time by delivering notice of resignation, either in writing signed by such officer or by electronic transmission, to the Board or the President.  Unless otherwise specified therein, such resignation shall take effect upon delivery.  Any vacancy occurring in any office of the corporation by death, resignation, removal or otherwise, may be filled by the Board or by the officer, if any, who appointed the person formerly holding such office.

Section 4.05.  Authority and Duties of Officers.  An officer of the corporation shall have such authority and shall exercise such powers and perform such duties (a) as may be required by law, (b) to the extent not inconsistent with law, as are specified in these bylaws, (c) to the extent not inconsistent with law or these bylaws, as may be specified by resolution of the Board, and (d) to the extent not inconsistent with any of the foregoing, as may be specified by the appointing officer with respect to a subordinate officer appointed pursuant to delegated authority under Section 4.01.

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Section 4.06.  President.  The President shall preside at all meetings of the stockholders and directors at which he or she is present, and unless otherwise provided by the Board, shall be the chief executive officer and the chief operating officer of the corporation, shall have general control and supervision of the policies and operations of the corporation and shall see that all orders and resolutions of the Board are carried into effect.  Unless otherwise provided by the Board, he or she shall manage and administer the corporation’s business and affairs and shall also perform all duties and exercise all powers usually pertaining to the office of a chief executive officer and a chief operating officer of a corporation.  He or she shall have the authority to sign, in the name and on behalf of the corporation, checks, orders, contracts, leases, notes, drafts and all other documents and instruments in connection with the business of the corporation.  He or she shall have the authority to cause the employment or appointment of such employees or agents of the corporation as the conduct of the business of the corporation may require, to fix their compensation, and to remove or suspend any employee or any agent employed or appointed by any officer or to suspend any agent appointed by the Board.  The President shall have the duties and powers of the Treasurer if no Treasurer is elected and shall have such other duties and powers as the Board may from time to time prescribe.

Section 4.07.  Vice Presidents.  If one or more Vice-Presidents have been elected, each Vice President shall perform such duties and exercise such powers as may be assigned to him or her from time to time by the Board or the President.  In the event of absence or disability of the President, the duties of the President shall be performed, and his or her powers may be exercised, by such Vice President as shall be designated by the Board or, failing such designation, by the Vice President in order of seniority of election to that office.

Section 4.08.  Secretary.  Unless otherwise determined by the Board, the Secretary shall have the following powers and duties:

(a)  The Secretary shall keep or cause to be kept a record of all the proceedings of the meetings of the stockholders, the Board and any committees thereof in books provided for that purpose.

(b)  The Secretary shall cause all notices to be duly given in accordance with the provisions of these bylaws and as required by law.

(c)  Whenever any committee shall be appointed pursuant to a resolution of the Board, the Secretary shall furnish a copy of such resolution to the members of such committee.

(d)  The Secretary shall be the custodian of the records and of the seal of the corporation and cause such seal (or a facsimile thereof) to be affixed to all certificates representing shares of the corporation prior to the issuance thereof and to all documents and instruments that the Board or any officer of the corporation has determined should be executed under seal, may sign (together with any other authorized officer) any such document or instrument, and when the seal is so affixed he or she may attest the same.

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(e)  The Secretary shall properly maintain and file all books, reports, statements, certificates and all other documents and records required by law, the certificate of incorporation or these bylaws.

(f)  The Secretary shall have charge of the stock books and ledgers of the corporation and shall cause the stock and transfer books to be kept in such manner as to show at any time the number of shares of stock of the corporation of each class issued and outstanding, the names (alphabetically arranged) and the addresses of the holders of record of such shares, the number of shares held by each holder and the date as of which each such holder became a holder of record.

(g)  The Secretary shall sign (unless the Treasurer, an Assistant Treasurer or an Assistant Secretary shall have signed) certificates representing shares of the corporation the issuance of which shall have been authorized by the Board.

(h)  The Secretary shall perform, in general, all duties incident to the office of secretary and such other duties as may be specified in these bylaws or as may be assigned to the Secretary from time to time by the Board or the President.

Section 4.09.  Treasurer.  Unless otherwise determined by the Board, the Treasurer, if there be one, shall be the chief financial officer of the corporation and shall have the following powers and duties:

(a)  The Treasurer shall have charge and supervision over and be responsible for the moneys, securities, receipts and disbursements of the corporation, and shall keep or cause to be kept full and accurate records thereof.

(b)  The Treasurer shall cause the moneys and other valuable effects of the corporation to be deposited in the name and to the credit of the corporation in such banks or trust companies or with such bankers or other depositaries as shall be determined by the Board or the President, or by such other officers of the corporation as may be authorized by the Board or the President to make such determinations.

(c)  The Treasurer shall cause the moneys of the corporation to be disbursed by checks or drafts (signed by such officer or officers or such agent or agents of the corporation, and in such manner, as the Board or the President may determine from time to time) upon the authorized depositaries of the corporation and cause to be taken and preserved proper vouchers for all moneys disbursed.

(d)  The Treasurer shall render to the Board or the President, whenever requested, a statement of the financial condition of the corporation and of the transactions of the corporation, and render a full financial report at the annual meeting of the stockholders, if called upon to do so.

(e)  The Treasurer shall be empowered from time to time to require from all officers or agents of the corporation reports or statements giving such information as he or she may desire with respect to any and all financial transactions of the corporation.

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(f)  The Treasurer may sign (unless an Assistant Treasurer or the Secretary or an Assistant Secretary shall have signed) certificates representing shares of stock of the corporation the issuance of which shall have been authorized by the Board.

(g)  The Treasurer shall perform, in general, all duties incident to the office of treasurer and such other duties as may be specified in these bylaws or as may be assigned to the Treasurer from time to time by the Board or the President.

ARTICLE V

CAPITAL STOCK

Section 5.01.  Certificates of Stock.  The shares of the corporation shall be represented by certificates.  Every holder of stock in the corporation shall be entitled to have a certificate signed by the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, representing the number of shares registered in the name of such holder.  Such certificate shall be in such form as the Board may determine, to the extent consistent with applicable law, the certificate of incorporation and these bylaws.

Section 5.02.  Facsimile Signatures.  Any or all signatures on the certificates referred to in Section 5.01 of these bylaws may be in facsimile form.  If any officer who has signed, or whose facsimile signature has been placed upon, a certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he or she were such officer at the date of issue.

Section 5.03.  Lost, Stolen or Destroyed Certificates.  A new certificate may be issued in place of any certificate theretofore issued by the corporation alleged to have been lost, stolen or destroyed only upon delivery to the corporation of an affidavit of the owner or owners (or their legal representatives) of such certificate, setting forth such allegation, and a bond or other undertaking as may be satisfactory to a financial officer of the corporation designated by the Board to indemnify the corporation against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of any such new certificate.

Section 5.04.  Transfer of Stock.

(a)  Transfer of shares shall be made on the books of the corporation upon surrender to the corporation of a certificate for shares, duly endorsed or accompanied by appropriate evidence of succession, assignment or authority to transfer, and otherwise in compliance with applicable law.  Subject to applicable law, the provisions of the certificate of incorporation and these bylaws, the Board may prescribe such additional rules and regulations as it may deem appropriate relating to the issue, transfer and registration of shares of the corporation.

(b)  The corporation may enter into agreements with shareholders to restrict the transfer of stock of the corporation in any manner not prohibited by the DGCL.

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Section 5.05.  Registered Stockholders.  Prior to due surrender of a certificate for registration of transfer, the corporation may treat the registered owner as the person exclusively entitled to receive dividends and other distributions, to vote, to receive notice and otherwise to exercise all the rights and powers of the owner of the shares represented by such certificate, and the corporation shall not be bound to recognize any equitable or legal claim to or interest in such shares on the part of any other person, whether or not the corporation shall have notice of such claim or interests.  If a transfer of shares is made for collateral security, and not absolutely, this fact shall be so expressed in the entry of the transfer if, when the certificates are presented to the corporation for transfer, both the transferor and transferee request the corporation to do so.

ARTICLE VI

INDEMNIFICATION

Section 6.01.  Indemnification.

(a)  In General.  The corporation shall indemnify, to the full extent permitted by the DGCL and other applicable law, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (each, a “proceeding”) by reason of the fact that (x) such person is or was serving or has agreed to serve as a director or officer of the corporation, or (y) such person, while serving as a director or officer of the corporation, is or was serving or has agreed to serve at the request of the corporation as a director, officer, employee, manager or agent of another corporation, partnership, joint venture, trust or other enterprise or (z) such person is or was serving or has agreed to serve at the request of the corporation as a director, officer or manager of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted by such person in such capacity, and who satisfies the applicable standard of conduct set forth in the DGCL or other applicable law:

(i)  in a proceeding other than a proceeding by or in the right of the corporation, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person or on such person’s behalf in connection with such proceeding and any appeal therefrom, or

(ii)  in a proceeding by or in the right of the corporation to procure a judgment in its favor, against expenses (including attorneys’ fees) actually and reasonably incurred by such person or on such person’s behalf in connection with the defense or settlement of such proceeding and any appeal therefrom.

(b)  Indemnification in Respect of Successful Defense.  To the extent that a present or former director or officer of the corporation has been successful on the merits or otherwise in defense of any proceeding referred to in Section 6.01(a) or in defense of any claim, issue or matter therein, such person shall be indemnified by the corporation

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against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

(c)  Indemnification in Respect of Proceedings Instituted by Indemnitee.  Section 6.01(a) does not require the corporation to indemnify a present or former director or officer of the corporation in respect of a proceeding (or part thereof) instituted by such person on his or her own behalf, unless such proceeding (or part thereof) has been authorized by the Board or the indemnification requested is pursuant to the last sentence of Section 6.03 of these bylaws.

Section 6.02.  Advance of Expenses.  The corporation shall advance all expenses (including reasonable attorneys’ fees) incurred by a present or former director or officer in defending any proceeding prior to the final disposition of such proceeding upon written request of such person and delivery of an undertaking by such person to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation.  The corporation may authorize any counsel for the corporation to represent (subject to applicable conflict of interest considerations) such present or former director or officer in any proceeding, whether or not the corporation is a party to such proceeding.

Section 6.03.  Procedure for Indemnification.  Any indemnification under Section 6.01 of these bylaws or any advance of expenses under Section 6.02 of these bylaws shall be made only against a written request therefor (together with supporting documentation) submitted by or on behalf of the person seeking indemnification or advance.  Indemnification may be sought by a person under Section 6.01 of these bylaws in respect of a proceeding only to the extent that both the liabilities for which indemnification is sought and all portions of the proceeding relevant to the determination of whether the person has satisfied any appropriate standard of conduct have become final.  A person seeking indemnification or advance of expenses may seek to enforce such person’s rights to indemnification or advance of expenses (as the case may be) in the Delaware Court of Chancery to the extent all or any portion of a requested indemnification has not been granted within 90 days of, or to the extent all or any portion of a requested advance of expenses has not been granted within 20 days of, the submission of such request.  All expenses (including reasonable attorneys’ fees) incurred by such person in connection with successfully establishing such person’s right to indemnification or advancement of expenses under this Article, in whole or in part, shall also be indemnified by the corporation.

Section 6.04.  Burden of Proof.

(a)  In any proceeding brought to enforce the right of a person to receive indemnification to which such person is entitled under Section 6.01 of these bylaws, the corporation has the burden of demonstrating that the standard of conduct applicable under the DGCL or other applicable law was not met.  A prior determination by the corporation (including its Board or any committee thereof, its independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct does not itself constitute evidence that the claimant has not met the applicable standard of conduct.

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(b)  In any proceeding brought to enforce a claim for advances to which a person is entitled under Section 6.02 of these bylaws, the person seeking an advance need only show that he or she has satisfied the requirements expressly set forth in Section 6.02 of these bylaws.

Section 6.05.  Contract Right; Non-Exclusivity; Survival.

(a)  The rights to indemnification and advancement of expenses provided by this Article VI shall be deemed to be separate contract rights between the corporation and each director and officer who serves in any such capacity at any time while these provisions as well as the relevant provisions of the DGCL are in effect, and no repeal or modification of any of these provisions or any relevant provisions of the DGCL shall adversely affect any right or obligation of such director or officer existing at the time of such repeal or modification with respect to any state of facts then or previously existing or any proceeding previously or thereafter brought or threatened based in whole or in part upon any such state of facts.  Such “contract rights” may not be modified retroactively as to any present or former director or officer without the consent of such director or officer.

(b)  The rights to indemnification and advancement of expenses provided by this Article VI shall not be deemed exclusive of any other indemnification or advancement of expenses to which a present or former director or officer of the corporation seeking indemnification or advancement of expenses may be entitled by any agreement, vote of stockholders or disinterested directors, or otherwise.

(c)  The rights to indemnification and advancement of expenses provided by this Article VI to any present or former director or officer of the corporation shall inure to the benefit of the heirs, executors and administrators of such person.

Section 6.06.  Insurance.  The corporation may purchase and maintain insurance on behalf of any person who is or was or has agreed to become a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person or on such person’s behalf in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under the provisions of this Article.

Section 6.07.  Employees and Agents.  The Board, or any officer authorized by the Board generally or in the specific case to make indemnification decisions, may cause the corporation to indemnify any present or former employee or agent of the corporation in such manner and for such liabilities as the Board may determine, up to the fullest extent permitted by the DGCL and other applicable law.

Section 6.08.  Interpretation; Severability.  Terms defined in Sections 145(h) or (i) of the DGCL have the meanings set forth in such sections when used in this Article VI.  If this Article or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the corporation shall nevertheless indemnify each director or

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officer of the corporation as to costs, charges and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the corporation, to the fullest extent permitted by any applicable portion of this Article that shall not have been invalidated and to the fullest extent permitted by applicable law.

Section 6.09.  Coordination of Claims.

(a)  Given that certain jointly indemnifiable claims may arise due to the service of the indemnitee as a director and/or officer of the corporation or in the other capacities referred to in Section 6.01(a) at the request of the Indemnitee-related entities, the corporation acknowledges and agrees that the corporation shall be fully and primarily responsible for the payment to the indemnitee in respect of indemnification or advancement of expenses in connection with any such jointly indemnifiable claim, pursuant to and in accordance with the terms of this Article VI of these By-Laws, irrespective of any right of recovery the indemnitee may have from the Indemnitee-related entities.  Under no circumstance shall the corporation be entitled to any right of subrogation or contribution by the Indemnitee-related entities and no right of advancement or recovery the indemnitee may have from the Indemnitee-related entities shall reduce or otherwise alter the rights of the indemnitee or the obligations of the corporation hereunder.  In the event that any of the Indemnitee-related entities shall make any payment to the indemnitee in respect of indemnification or advancement of expenses with respect to any jointly indemnifiable claim, the Indemnitee-related entity making such payment shall be subrogated to the extent of such payment to all of the rights of recovery of the indemnitee against the corporation, and the indemnitee shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnitee-related entities effectively to bring suit to enforce such rights.  Each of the Indemnitee-related entities shall be third-party beneficiaries with respect to this Section 6.09 of these By-Laws, entitled to enforce this Section 6.09 of these By-Laws.

(b)  For purposes of this Section 6.09 of these By-Laws , the following terms shall have the following meanings:

(i)  The term “Indemnitee-related entities” means Clayton, Dubilier & Rice Fund VIII, L.P., CD&R EMS Co-Investor, L.P., Clayton, Dubilier & Rice, LLC and their affiliates (but shall not include CDRT Holding Corporation and its subsidiaries).

(ii)  The term “jointly indemnifiable claims” shall be broadly construed and shall include, without limitation, any action, suit or proceeding for which the indemnitee shall be entitled to indemnification or advancement of expenses from both the Indemnitee-related entities and the corporation pursuant to the DGCL, any agreement or the certificate of incorporation, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or comparable organizational documents of the corporation or the Indemnitee-related entities, as applicable.

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ARTICLE VII

OFFICES

Section 7.01.  Registered Office.  The registered office of the corporation in the State of Delaware shall be located at the location provided in the corporation’s certificate of incorporation.

Section 7.02.  Other Offices.  The corporation may maintain offices or places of business at such other locations within or without the State of Delaware as the Board may from time to time determine or as the business of the corporation may require.

ARTICLE VIII

GENERAL PROVISIONS

Section 8.01.  Dividends.

(a)  Subject to any applicable provisions of law and the certificate of incorporation, dividends upon the shares of the corporation may be declared by the Board at any regular or special meeting of the Board and any such dividend may be paid in cash, property, or shares of the corporation’s stock.

(b)  A member of the Board, or a member of any committee designated by the Board shall be fully protected in relying in good faith upon the records of the corporation and upon such information, opinions, reports or statements presented to the corporation by any of its officers or employees, or committees of the Board, or by any other person as to matters the director reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the corporation, as to the value and amount of the assets, liabilities and/or net profits of the corporation, or any other facts pertinent to the existence and amount of surplus or other funds from which dividends might properly be declared and paid.

Section 8.02.  Reserves.  There may be set apart out of any funds of the corporation available for dividends such sum or sums as the Board from time to time may determine proper as a reserve or reserves for meeting contingencies, equalizing dividends, repairing or maintaining any property of the corporation or for such other purpose or purposes as the Board may determine conducive to the interest of the corporation, and the Board may similarly modify or abolish any such reserve.

Section 8.03.  Execution of Instruments.  Except as otherwise required by law or the certificate of incorporation, the Board or any officer of the corporation authorized by the Board may authorize any other officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name and on behalf of the corporation.  Any such authorization must be in writing or by electronic transmission and may be general or limited to specific contracts or instruments.

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Section 8.04.  Voting as Stockholder.  Unless otherwise determined by resolution of the Board, the President or any Vice President shall have full power and authority on behalf of the corporation to attend any meeting of stockholders of any corporation in which the corporation may hold stock, and to act, vote (or execute proxies to vote) and exercise in person or by proxy all other rights, powers and privileges incident to the ownership of such stock at any such meeting, or through action without a meeting.  The Board may by resolution from time to time confer such power and authority (in general or confined to specific instances) upon any other person or persons.

Section 8.05.  Fiscal Year.  The fiscal year of the corporation shall commence on the first day of January of each year (except for the corporation’s first fiscal year which shall commence on the date of incorporation) and shall terminate in each case on December 31.

Section 8.06.  Seal.  The seal of the corporation shall be circular in form and shall contain the name of the corporation, the year of its incorporation and the words “Corporate Seal” and “Delaware”.  The form of such seal shall be subject to alteration by the Board.  The seal may be used by causing it or a facsimile thereof to be impressed, affixed or reproduced, or may be used in any other lawful manner.

Section 8.07.  Books and Records; Inspection.  Except to the extent otherwise required by law, the books and records of the corporation shall be kept at such place or places within or without the State of Delaware as may be determined from time to time by the Board.

Section 8.08.  Electronic Transmission.  “Electronic transmission”, as used in these bylaws, means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

ARTICLE IX

AMENDMENT OF BYLAWS

Section 9.01.  Amendment.  These bylaws may be amended, altered or repealed by the Board at any regular or special meeting of the Board without the assent or vote of the stockholders.

ARTICLE X

CONSTRUCTION

Section 10.01.  Construction.  In the event of any conflict between the provisions of these bylaws as in effect from time to time and the provisions of the certificate of incorporation of the corporation as in effect from time to time, the provisions of such certificate of incorporation shall be controlling.

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EX-3.107

Exhibit 3.107

ARTICLES OF INCORPORATION of

Emergency Medicine Education Systems, Inc

Pursuant to Article 3.02 of the Texas Business Corporation Act, the undersigned incorporator submits these articles of Incorporation for the purpose of forming a for-profit corporation

Article 1 The name of the corporation is Emergency Medicine Education Systems, Inc

Article 2 The corporation’s period of duration is perpetual.

Article 3 The purpose or purposes for which the corporation is organized is to engage in any lawful act or activity by the Texas Business Corporation Act

Article 4 The corporation is authorized to issue one class of stock, that stock being 1000 shares of no par value, common stock, with identical rights and privileges, the transfer of which is restricted to the bylaws of the corporation

Article 5 The corporation will not commence business until it has received for the issuance of its shares consideration of the value of $1000 00

Article 6 The name of the corporation’s registered agent, and the street address of the corporation’s registration is

David Mendelson 8019 North MacArthur Blvd. #3080, Irving, Texas 75063

Article 7 The number of directors constituting the initial directors is two The names and street addresses of the initial Directors are as follows

David Mendelson	8019 North MacArthur Blvd #3080, Irving, Texas 75063
Paul Kivela	827 The Pines, Hinsdale, Illinois 60521

Article 8 The name and street address of the sole incorporator of this corporation is

David Mendelson 8019 North MacArthur Blvd #3080, Irving, Texas 75063

Article 9 No Director shall be held liable to the corporation or its shareholders for monetary damages due to a breach of fiduciary duty, unless the breach is result of self-dealing, intentional misconduct, or illegal actions

In witness whereof, the undersigned incorporator has executed these Articles of Incorporation on the date below. The undersigned incorporator hereby declares, under penalty of perjury, that the statements made in the foregoing Articles of Incorporation are true, and that the incorporator is at least eighteen years of age

Date 4/15/97

Signature of Incorporator

/s/ David Mendelson

EX-3.108

Exhibit 3.108

EMERGENCY MEDICINE EDUCATION SYSTEMS, INC.

BYLAWS

ARTICLE I

OFFICES

Section 1.01 Registered Office. The registered office of the corporation shall be located at such place within the State of Texas as the Board of Directors may from time to time determine. The initial registered office of the corporation shall be as specified in the Articles of Incorporation of the corporation.

Section 1.02 Other Offices. The corporation may also have offices at such other places, either within or without the State of Texas, as the board of directors may from time to time determine or as the business of the corporation may require.

ARTICLE II

MEETINGS OF SHAREHOLDERS

Section 2.01 Location. All annual meetings of shareholders shall be held at the offices of the corporation in the City of Irving, County of Dallas, State of Texas, or at such other place, within or without the State of Texas, as may be designated by the board of directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof. All special meetings of shareholders shall be held at such location, within or without the State of Texas, as may be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2.02 Annual Meetings. Annual meetings of shareholders shall be held at such time and date as may be designated by the Board of Directors, at which the shareholders shall elect directors and transact such other business as may properly be brought before the meeting.

Section 2.03 Special Meetings. Special meetings of the shareholders may be called by the president, the board of directors or the holders of not less than one-tenth (1/10) of all shares entitled to vote at the meeting. Business transacted at any special meeting shall be confined to the purposes stated in the notice thereof.

Section 2.04 Notice. Written or printed notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than sixty (60) days before the day of the meeting, either personally or by mail, by or at the direction of the president, the secretary or the officer or person calling the meeting, to each shareholder entitled to vote at such meeting.

Section 2.05 Quorum. The holders of a majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at meetings of shareholders except

as otherwise provided in the articles of incorporation in accordance with Article 2.28 of Texas Business Corporation Act, as amended (the “TBCA”). Unless otherwise provided in the articles of incorporation, once a quorum is present at a meeting of the shareholders, the shareholders represented in person or by proxy at the meeting may conduct such business as may be properly brought before the meeting until it is adjourned, and the subsequent withdrawal from the meeting by any shareholder or the refusal of any shareholder represented in person or by proxy to vote shall not affect the presence of a quorum at the meeting. Unless otherwise provided in the articles of incorporation, the shareholders represented in person or by proxy at any meeting of the shareholders at which a quorum is not present may adjourn the meeting until such time and to such place as may be determined by a vote of the holders of a majority of the shares represented in person or by proxy at that meeting. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted that might have been transacted at the meeting as originally notified and called.

Section 2.06 Votes Required for Action. With respect to any matter, other than the election of directors or a matter for which the affirmative vote of the holders of a specified portion of the shares entitled to vote is required by the TBCA, the affirmative vote of the holders of a majority of the shares entitled to vote on that matter and represented in person or by proxy at a meeting of shareholders at which a quorum is present shall be the act of the shareholders, unless otherwise provided by the articles of incorporation in accordance with Article 2.28 of the TBCA. Unless otherwise provided in the articles of incorporation in accordance with Article 2.28 of the TBCA, directors shall be elected by a plurality of the votes cast by the holders of shares entitled to vote in the election of directors at a meeting of shareholders at which a quorum is present.

Section 2.07 Voting Rights. Each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders, except to the extent that the voting rights of the shares of any class are limited or denied by the articles of incorporation or the TBCA.

Section 2.08 Proxies. A shareholder may vote in person or by proxy executed in writing by the shareholder. A telegram, telex, cablegram or similar transmission by the shareholder, or a photographic, photostatic, facsimile or similar reproduction of a writing executed by the shareholder shall be treated as an execution in writing for purposes of this Section. No proxy shall be valid after eleven (11) months from the date of its execution unless otherwise provided in the proxy. Each proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and the proxy is coupled with an interest.

Section 2.09 List of Shareholders. The officer or agent having charge of the stock transfer books shall make, at least ten (10) days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting or any adjournment thereof, arranged in alphabetical order, with the address of and number of shares held by each, which list, for a period of ten (10) days prior to such meeting, shall be kept on file at the registered office or principal place of business of the corporation and shall be subject to inspection by any shareholder at any time during the usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any

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shareholder during the whole time of the meeting. The original stock transfer books shall be prima facie evidence as to who are the shareholders entitled to examine such list or transfer book or to vote at any such meeting of shareholders.

Section 2.10 Closing of Share Transfer Records and Fixing Record Date for Matters Other than Consents to Action. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive a distribution by the corporation (other than a distribution involving a purchase or redemption by the corporation of any of its own shares) or a share dividend, or in order to make a determination of shareholders for any other proper purpose (other than determining shareholders entitled to consent to action by shareholders proposed to be taken without a meeting of the shareholders), the board of directors may provide that the share transfer records shall be closed for a stated period not to exceed, in any case, sixty (60) days. If the share transfer records shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such records shall be closed for at least ten (10) days immediately preceding such meeting. In lieu of closing the share transfer records, the board of directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than sixty (60) days, and, in case of a meeting of shareholders, not less than ten (10) days, prior to the date on which the particular action requiring such determination of shareholders is to be taken. If the share transfer records are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive a distribution by the corporation (other than a distribution involving a purchase or redemption by the corporation of any of its own shares) or a share dividend, the date on which the notice of the meeting is mailed or given or the date on which the resolutions of the board of directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this Section, such determination shall apply to any adjournment thereof, except where the determination has been made through the closing of the share transfer records and the stated period of closing has expired.

Section 2.11 Fixing Record Dates for Consents to Action. Unless a record date shall previously have been fixed or determined pursuant to Section 2.10 or this Section 2.11 of these bylaws, whenever action by shareholders is proposed to be taken by consent in writing without a meeting of the shareholders, the board of directors may fix a record date for the purpose of determining shareholders entitled to consent to that action, which record date shall not precede, and shall not be more than ten (10) days after, the date upon which the resolution fixing the record date is adopted by the board of directors. If no record date has been fixed by the board of directors and the prior action of the board of directors is not required by the TBCA, the record date for determining shareholders entitled to consent to action in writing without a meeting shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office, its principal place of business, or an officer or agent of the corporation having custody of the books in which proceedings of meetings of shareholders are recorded, with such delivery made by hand or by certified or registered mail, return receipt requested, and in the case of delivery to the corporation’s principal place of business, with such delivery addressed to the president of the

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corporation. If no record date shall have been fixed by the board of directors and prior action of the board of directors is required by the TBCA, the record date for determining shareholders entitled to consent to action in writing without a meeting shall be at the close of business on the date on which the board of directors adopts a resolution taking such prior action.

Section 2.12 Action Without Meeting.

(1) Any action required by law to be taken at a meeting of the shareholders, and/or any action that may be taken at a meeting of the shareholders, may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holder or holders of shares having not less than the minimum number of votes that would be necessary to take such action at a meeting at which the holders of all shares entitled to vote on the action were present and voted.

(2) Every written consent of the shareholders shall bear the date of signature of each shareholder who signs the consent. No written consent shall be effective to take the action that is the subject of the consent unless, within sixty (60) days after the date of the earliest dated consent delivered to the corporation as provided below, a consent or consents signed by the holder or holders of shares having not less than the minimum number of votes that would be necessary to take the action that is the subject of the consent are delivered to the corporation by delivery to its registered office, its principal place of business, or an officer or agent of the corporation having custody of the books in which proceedings of meetings of the shareholders are recorded. Such delivery shall be made by hand or by certified or registered mail, return receipt requested, and in the case of delivery to the corporation’s principal place of business, shall be addressed to the president of the corporation.

(3) A telegram, telex, cablegram or similar transmission by a shareholder, or a photographic, photostatic, facsimile or other similar reproduction of a writing signed by a shareholder, shall be regarded as signed by the shareholder for the purposes of this Section.

(4) Prompt notice of the taking of any action by shareholders without a meeting by less than unanimous written consent shall be given to those shareholders who did not consent in writing to the action.

Section 2.13 Telephone Meetings. Shareholders may participate in and hold a meeting by means of conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other. Participation in such a meeting shall constitute presence in person at the meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Section 2.14 Minutes. The shareholders shall keep regular minutes of their proceedings, and such minutes shall be placed in the minute book of the corporation.

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ARTICLE III

DIRECTORS

Section 3.01 Management. The powers of the corporation shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed under the direction of its board of directors, which may exercise all such powers of the corporation and do all such lawful acts and things as are not by law or by the articles of incorporation or by these bylaws directed or required to be exercised and done by the shareholders.

Section 3.02 Number; Election; Term; Qualification; Removal. The number of directors of the corporation shall be such number as shall be from time to time specified by resolution of the board of directors; provided, however, that no director’s term shall be shortened by reason of a resolution reducing the number of directors; and. further provided that the number of directors constituting the initial board of directors shall be two (2), and shall remain at such number unless and until changed by resolution of the board of directors as aforesaid. The directors shall be elected at the annual meeting of the shareholders, except as provided in Section 3.03, and each director elected shall hold office for the term for which he is elected and until his successor is elected and qualified. Directors need not be residents of the State of Texas or shareholders of the corporation. Any director may be removed at any time, with or without cause, at a special meeting of the shareholders called for that purpose.

Section 3.03 Resignations; Vacancies. A director may resign at any time by giving written notice to the board of directors. Such resignation shall take effect at the date of receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any vacancy occurring in the board of directors may be filled by the affirmative vote of a majority of the remaining directors (or by the sole remaining director) though less than a quorum of the board of directors, or may be filled by an election at an annual or special meeting of the shareholders called for that purpose; provided, however, that if the vacancy is caused by reason of an increase in the number of directors, the board of directors may vote to fill not more than two such directorships during the period between any two successive annual meetings of shareholders. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office, or until the next election of one or more directors by shareholders if the vacancy is caused by an increase in the number of directors.

Section 3.04 Location of Meetings. Meetings of the board of directors, regular or special, may be held either within or without the State of Texas.

Section 3.05 First Meeting of New Board. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the shareholders at the annual meeting, and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the shareholders to fix the time and place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the shareholders, the meeting may be held at such time and place as

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shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.

Section 3.06 Regular Meetings. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board of directors.

Section 3.07 Special Meetings. Special meetings of the board of directors may be called by the president and shall be called by the secretary on the written request of two (2) directors. Written notice of special meetings of the board of directors shall be given to each director at least three (3) days before the date of the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.

Section 3.08 Quorum; Votes Required. A majority of the directors shall constitute a quorum for the transaction of business and the act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless a greater number is required by law or the articles of incorporation. If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. At such adjourned meeting at which a quorum shall be present, any business may be transacted that might have been transacted at the meeting as originally notified and called.

Section 3.09 Action Without Meeting. Any action required or permitted to be taken at a meeting of the board of directors or any committee may be taken without a meeting if a consent in writing, setting forth the action taken, is signed by all of the members of the board of directors or the committee, as the case may be, and such consent shall have the same force and effect as a unanimous vote at a meeting of the board of directors or the committee, as the case may be, duly called and held.

Section 3.10 Telephone Meetings. Directors and committee members may participate in and hold a meeting by means of conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other. Participation in such a meeting shall constitute presence in person at the meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Section 3.11 Committees of Directors. The board of directors, by resolution adopted by a majority of the whole board, may designate from among its members one or more committees, each of which shall be comprised of one or more of its members, and may designate one or more of its members as alternate members of any committee, who may, subject to any limitations imposed by the board of directors, replace absent or disqualified members at any meeting of that committee. Any such committee, to the extent provided in such resolution, shall have and may exercise all of the authority of the board of directors in the business and affairs of the corporation except where the action of the board of directors is required, or the authority of

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such committee is limited, by statute. The number of members on each committee may be increased or decreased from time to time by resolution of the board of directors. Any member of any committee may be removed from such committee at any time by resolution of the board of directors. Vacancies in the membership of a committee (whether by death, resignation, removal or otherwise) may be filled by resolution of the board of directors. The time, place and notice (if any) of meetings of any committee shall be determined by such committee. At meetings of any committee, a majority of the number of members of such committee shall constitute a quorum for the transaction of business, and the act of a majority of the members present at any meeting at which a quorum is present shall be the act of such committee, except as otherwise specifically provided by statute, the articles of incorporation, or these bylaws. If a quorum is not present at a meeting of any committee, the members present may adjourn the meeting from time to time, without notice other than an announcement at the meeting, until a quorum is present. Each committee shall keep regular minutes of its proceedings and report the same to the board when required. The designation of any such committee of the board of directors and the delegation thereto of authority shall not operate to relieve the board of directors, or any member thereof, of any responsibility imposed upon it or him by law.

Section 3.12 Compensation of Directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of committees of the board may be allowed like compensation for attending committee meetings.

Section 3.13 Minutes. The board of directors shall keep regular minutes of its proceedings, and such minutes shall be placed in the minute book of the corporation.

ARTICLE IV

NOTICES

Section 4.01 General. Notices to shareholders, directors and committee members shall be in writing and may be delivered personally or mailed by U.S. mail, postage prepaid, to the shareholders, directors or committee members, respectively, at their addresses appearing on the books and share transfer records of the corporation. Notice to shareholders shall be deemed to be given at the time when the same shall be so delivered or mailed. Notice to directors and committee members may also be given by nationally recognized overnight delivery or courier service, facsimile transmission or telegram, and shall be deemed given when such notice shall be received by the proper recipient or, if earlier, (i) in the case of an overnight delivery or courier service, one (1) day after such notice is sent by such overnight delivery or courier service; (ii) in the case of telegraph, when deposited at a telegraph office for transmission and all appropriate fees therefor have been paid; and (iii) in the case of mailing by U.S. mail, three (3) days after such notice is mailed as described above.

Section 4.02 Waivers. Whenever any notice is required to be given to any shareholder, director or committee member under the provisions of law or of the articles of

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incorporation or of these bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

Section 4.03 Attendance as Waiver. Attendance of a director or member of a committee at a meeting shall constitute a waiver of notice of such meeting, except where a director or committee member attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Section 4.04 Omission of Notice to Shareholders. Any notice required to be given to any shareholder under any provision of the TBCA, the articles of incorporation or these bylaws need not be given to the shareholder if (1) notice of two consecutive annual meetings and all notices of meetings held during the period between those annual meetings, if any, or (2) all (but in no event less than two) payments (if sent by first class mail) of distributions or interest on securities during a twelve (12) month period have been mailed to that person, addressed at his address as shown on the share transfer records of the corporation, and have been returned undeliverable. Any action or meeting taken or held without notice to such a person shall have the same force and effect as if the notice had been duly given. If such a person delivers to the corporation a written notice setting forth his then current address, the requirement that notice be given to that person shall be reinstated.

ARTICLE V

OFFICERS

Section 5.01 General. The officers of the corporation shall consist of a president and a secretary and may also include a chairman of the board, a vice-chairman of the board, one or more vice presidents, one or more assistant secretaries, and a treasurer and one or more assistant treasurers, each of whom shall be elected by the board of directors. The chairman and vice-chairman of the board, if any, shall each be members of the board of directors, but no other officers of the corporation need be a director. Any two or more offices may be held by the same person.

Section 5.2 Election of Officers; Salaries. At the first meeting of the board of directors after each annual meeting of shareholders, the board of directors shall choose a president and a secretary. Such other officers and assistant officers and agents as may be deemed necessary may also be elected or appointed by the board of directors. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

Section 5.03 Term of Office. The officers of the corporation shall hold office until their respective successors are chosen and qualify. Any officer or agent who is elected or appointed by the board of directors may be removed by the board of directors at any time, if, in the judgment of the board of directors, the best interests of the corporation will be served thereby; provided, that such removal shall be without prejudice to the contract rights, if any, of the person so removed. Any vacancy occurring in any office of the corporation (whether by death, resignation, removal or otherwise) shall be filled by resolution of the board of directors.

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Section 5.04 Chairman of the Board. The board of directors may, in its discretion, choose a director to serve as chairman of the board. The chairman of the board, if any, shall preside at meetings of the shareholders and of the board of directors, shall be an ex officio member of all committees, and shall have such other powers and perform such other duties as the board of directors may from time to time prescribe.

Section 5.05 Vice-Chairman of the Board. The board of directors may, in its discretion, choose a director to serve as vice-chairman of the board. The vice-chairman of the board, if any, shall in the absence of the chairman of the board perform the duties and exercise the powers of the chairman of the board, and shall perform such other duties and exercise such other powers as the board of directors may from time to time prescribe.

Section 5.06 President. The president shall be the chief executive officer of the corporation, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect. In the event the board of directors shall not have designated a chairman of the board, or in the absence of the chairman of the board, the president shall preside at meetings of the shareholders and the board of directors. The president may sign and execute contracts, agreements and other documents on behalf of the corporation, and may sign and execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation. In addition, the president shall have such other powers and perform such other duties as shall be designated by the board of directors from time to time.

Section 5.07 Vice Presidents. The vice presidents, if any, in the order of their seniority, unless otherwise determined by the board of directors, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president. They shall perform such other duties and exercise such other powers as the board of directors may from time to time prescribe.

Section 5.08 Secretary. The secretary shall attend all meetings of the board of directors and all meetings of the shareholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for any committees when required. The secretary shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. The secretary shall keep in safe custody the seal of the corporation and, when authorized by the board of directors, affix the same to any instrument requiring it and, when so affixed, it shall be attested by his signature or by the signature of an assistant secretary, the treasurer or an assistant treasurer.

Section 5.09 Assistant Secretaries. The assistant secretaries, if any, in the order of their seniority, unless otherwise determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary. They

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shall perform such other duties and exercise such other powers as the board of directors may from time to time prescribe.

Section 5.10 Treasurer. The treasurer, if any, shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors. In the absence of the election or appointment of a treasurer or any assistant treasurers by the board of directors, the duties of the office of treasurer shall be performed by the secretary of the Corporation. The treasurer shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors at its regular meetings or when the board of directors so requires an account of all his transactions as treasurer and of the financial condition of the corporation. If required by the board of directors, he shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

Section 5.11 Assistant Treasurers. The assistant treasurers, if any, in the order of their seniority, unless otherwise determined by the board of directors, shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer. They shall perform such other duties and exercise such other powers as the board of directors may from time to time prescribe.

ARTICLE VI

SHARES OF STOCK

Section 6.01 Certificates. The corporation shall deliver certificates representing all shares to which shareholders are entitled; and such certificates shall be signed by the president or a vice president, and the secretary or an assistant secretary of the corporation, and may be sealed with the seal of the corporation or a facsimile thereof. Each certificate representing shares shall state upon the face thereof that the corporation is organized under the laws of the State of Texas, the name of the person to whom issued, the number and class and the designation of the series, if any, that such certificate represents, and the par value of each share represented by such certificate or a statement that the shares are without par value.

Section 6.02 Issuance; Payment. Shares (both treasury and authorized but unissued) may be issued for such consideration (not less than par value in the case of authorized but unissued shares) and to such persons as the board of directors may from time to time determine. Consideration for the issuance of shares may be paid in whole or in part, in money or other property, tangible or intangible, and/or by labor or services actually performed for the corporation. When payment of the consideration for which shares are to be issued shall have been received by the corporation, such shares shall be deemed fully paid and nonassessable.

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Neither promissory notes nor future services shall constitute payment or part payment to the corporation for shares. In the absence of fraud in the transaction, the good faith determination of the board of directors as to the value of the consideration received for shares shall be conclusive. No certificate shall be issued for any share or shares until the consideration therefor has been fully paid.

Section 6.03 Shares of More than One Class. If the corporation is authorized to issue shares of more than one class, each certificate representing shares issued by the corporation (1) shall conspicuously set forth on the face or back of the certificate a full statement of (a) all of the designations, preferences, limitations and relative rights of the shares of each class authorized to be issued and, (b) if the corporation is authorized to issue shares of any preferred or special class in series, the variations in the relative rights and preferences of the shares of each such series to the extent they have been fixed and determined and the authority of the board of directors to fix and determine the relative rights and preferences of subsequent series; or (2) shall conspicuously state on the face or back of the certificate that (a) such a statement is set forth in the articles of incorporation on file in the office of the Secretary of State and (b) the corporation will furnish a copy of such statement to the record holder of the certificate without charge on written request to the corporation at its principal place of business or registered office.

Section 6.04 Limitation of Preemptive Rights. If the corporation has by its articles of incorporation limited or denied the preemptive right of shareholders to acquire unissued or treasury shares of the corporation, every certificate representing shares issued by the corporation (1) shall conspicuously set forth upon the face or back of the certificate a full statement of the limitation or denial of preemptive rights contained in the articles of incorporation, or (2) shall conspicuously state on the face or back of the certificate (a) that there is on file in the office of the Secretary of State a full statement of the limitation or denial of preemptive rights contained in the articles of incorporation, and (b) that the corporation will furnish a copy of such statement to any shareholder without charge upon written request to the corporation at its principal place of business or registered office.

Section 6.05 Signatures. The signatures of the president or vice president and the secretary or assistant secretary upon a certificate may be facsimiles, if the certificate is countersigned by a transfer agent, or registered by a registrar, other than the corporation itself or an employee of the corporation. In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of the issuance.

Section 6.06 Lost Certificates. The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the

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corporation a bond in such sum as it may direct as indemnity

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against any claim that may be made against the corporation with respect to the certificate alleged to have been lost or destroyed.

Section 6.07 Transfer of Certificates. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Section 6.08 Restriction of Transfer of Shares. If the corporation issues any shares that are not registered under the Securities Act of 1933, as amended, and registered or qualified under any applicable state securities laws, the transfer of any such shares shall be restricted in accordance with the following legend, which shall be conspicuously set forth on the face or on the back of each certificate representing such shares:

“The shares of stock represented by this certificate have not been registered under the Securities Act of 1933, as amended (the ‘Act’), or registered or qualified under the securities laws of any state, and the holder hereof cannot make any sale, assignment or other transfer of any shares of such stock except pursuant to an offering of such shares duly registered under the Act and registered or qualified under any applicable state securities laws, or under such other circumstances as in the opinion of counsel for or satisfactory to the issuer shall not, at the time, require registration under the Act and/or registration or qualification under any state securities law. Also said shares are ‘restricted securities’ within the meaning of Rule 144 promulgated by the Securities and Exchange Commission under the Act and may be subject to the limitations and reporting requirements of said rule upon resale or other disposition thereof.”

In the event any restriction on the transfer, or registration of the transfer, of shares shall be imposed or agreed to by the corporation, each certificate representing shares so restricted (1) shall conspicuously set forth a full or summary statement of the restriction on the face of the certificate, or (2) shall set forth such statement on the back of the certificate and conspicuously refer to the same on the face of the certificate, or (3) shall conspicuously state on the face or back of the certificate that such a restriction exists pursuant to a specified document and (a) that the corporation will furnish to the record holder of the certificate a copy of the specified document without charge upon written request to the corporation at its principal place of business or registered office, or (b) if such document is one required or permitted by law to be and has been so filed, that such specified document is on file in the office of the Secretary of State and contains a full statement of such restriction.

Section 6.09 Registered Holders of Shares. Unless otherwise provided in the TBCA, and subject to the provisions of Chapter 8 - Investment Securities of the Texas Business and Commerce Code, as amended:

(1) The corporation may regard the person in whose name any shares of the corporation are registered in the share transfer records of the corporation at any particular time (including, without limitation, as of a record date fixed pursuant to Section 2.10 or 2.11 of these bylaws) as

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the owner of those shares at that time for purposes of voting those shares, receiving distributions thereon or notices in respect thereof, transferring those shares, exercising rights of dissent with respect to those shares, exercising or waiving any preemptive rights with respect to those shares, entering into any agreements with respect to those shares in accordance with Articles 2.22 or 2.30 of the TBCA, or giving proxies with respect to those shares; and

(2) Neither the corporation nor any of its officers, directors, employees or agents shall be liable for regarding that person as the owner of those shares at that time for those purposes, regardless of whether that person does not possess a certificate representing those shares.

ARTICLE VII

INDEMNIFICATION

Section 7.01 General. The corporation shall indemnify persons for whom indemnification is permitted by the Texas Business Corporation Act to the fullest extent permissible under the Texas Business Corporation Act, and may purchase such indemnification insurance as the Board of Directors from time to time shall determine.

ARTICLE VIII

GENERAL PROVISIONS

Section 8.01 Dividends. The board of directors may declare and the corporation may pay dividends on its outstanding shares in cash, property or its own shares pursuant to law and subject to the provisions of its articles of incorporation.

Section 8.02 Reserves. The board of directors may by resolution create a reserve or reserves out of surplus for any proper purpose or purposes, and may modify or abolish any such reserve in the same manner.

Section 8.03 Books and Records. The corporation shall keep books and records of account and shall keep minutes of the proceedings of all meetings of the shareholders, the board of directors and each committee of the board of directors. The corporation shall keep at its registered office or, whether within or outside the state of Texas, at its principal place of business or at the office of its transfer agent or registrar, a record of the original issuance of shares issued by the corporation and a record of each transfer of those shares that have been presented to the corporation for registration of transfer. Such records shall contain the names and addresses of all past and current shareholders and the number and class of shares issued by the corporation held by each of them. Any books, records, minutes and share transfer records may be in written form or in any other form capable of being converted into written form within a reasonable time.

Section 8.04 Report to Shareholders. The board of directors must, when requested by the holders of at least one-third (1/3) of the outstanding shares of the corporation, present to the shareholders written reports giving a full and clear statement of the business and condition of the corporation, including a reasonably detailed balance sheet and income statement.

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Section 8.05 Checks. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

Section 8.06 Fiscal Year. The fiscal year of the corporation shall be fixed by the resolution of the board of directors.

Section 8.07 Seal. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Texas.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

Section 8.08 Construction. Whenever the context or circumstances so require, for all terms used herein the masculine shall include the feminine and neuter, and the singular shall include the plural, and vice versa. If any provision of these Bylaws shall be held illegal, invalid or inoperative, then, so far as is reasonable and possible (1) the remainder of the Bylaws shall be and remain legal, valid and operative and (2) effect shall be given the intent manifested by the provision held illegal, invalid or inoperative and to that end, such illegal, invalid or inoperative provision shall be deemed to have been replaced by a provision that is as similar to such illegal, invalid or inoperative provision as possible and still be legal, valid and operative.

Section 8.09 Headings. Headings used in these Bylaws have been inserted for administrative convenience only and do not constitute matter to be construed in interpretation of the substantive provisions of these Bylaws.

ARTICLE IX

AMENDMENT OF BYLAWS

Section 9.01 General. These Bylaws may be altered, amended or repealed or new bylaws may be adopted at any meeting of the board of directors at which a quorum is present, by the affirmative vote of a majority of the directors present at such meeting (provided notice of the proposed alteration, amendment or repeal is contained in the notice of the meeting), subject to repeal or change at any meeting of the shareholders at which a quorum is present, by the affirmative vote of a majority of the shareholders present at such meeting (provided notice of the proposed alteration, amendment or repeal is contained in the notice of the meeting).

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EX-3.109

Exhibit 3.109

CERTIFICATE OF FORMATION

OF

EMS MANAGEMENT LLC

This Certificate of Formation of EMS Management LLC is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del. C. Section 18-101, et seq.).

1.The name of the limited liability company is EMS Management LLC.

2.The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington (New Castle County), Delaware 19808. The name of its registered agent at such address is Corporation Service Company.

IN WITNESS WHEREOF, the undersigned has executed this Certificate on this 29th day of December, 2004.

/s/ Garth B. Thomas

Garth B. Thomas

Organizer

EX-3.110

Exhibit 3.110

OPERATING AGREEMENT

OF

EMS MANAGEMENT LLC,

A DELAWARE LIMITED LIABILITY COMPANY

THIS OPERATING AGREEMENT of EMS Management LLC (this “AGREEMENT”), dated as of February _, 2005, is adopted by, and executed and agreed to, for good and valuable consideration, by the Members.

ARTICLE I

DEFINITIONS

1.1 DEFINITIONS. As used in this Agreement, the following terms have the following meanings:

“ACT” means the Delaware Limited Liability Company Act and any successor statute, as amended from time to time.

“AFFILIATE” means, with respect to a Person, any other Person that controls, is controlled by, or is under common control with, the Person in question; and for purposes of the foregoing, the term “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”) shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities or by trust, management agreement, partnership agreement, contract or otherwise

“AGREEMENT” has the meaning given that term in the introductory paragraph.

“BOOK VALUE” means, with respect to any Company property, the Company’s adjusted basis for federal income tax purposes, except as follows:

(a)the initial Book Value of any asset contributed by a Member to the Company shall be its gross fair market value at the time of such contribution;

(b)the Book Value of all Company assets shall be adjusted to equal their respective gross fair market values, as determined by the Members, as of the following times: (i) the distribution by the Company to a Member of more than a de minimis amount of Company assets as consideration for all or some of such Member’s Units; (ii) the liquidation of the Company within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g); and (iii) the grant of more than a de minimis number of Units as consideration for the provision of services to or for the benefit of the Company; and

(c)the Book Value of any Company asset distributed to a Member shall be the gross fair market value of such asset, as determined by the Members, as of the date of such distribution.

“BUSINESS DAY” means any day other than a Saturday, a Sunday or a holiday on which national banking associations in the State of Illinois or the State of New York are closed.

“CAPITAL ACCOUNT” has the meaning given that term in Article IV hereof.

“CAPITAL CONTRIBUTION” means the aggregate contribution by a Member to the capital of the Company specified on Schedule A hereto, as amended from time to time in accordance with the terms of this Agreement.

“CERTIFICATE” has the meaning given that term in Section 2.1.

“CODE” means the Internal Revenue Code of 1986, as amended from time to time, including the corresponding provisions of any successor law.

“COMPANY” means EMS Management LLC, a Delaware limited liability company.

“COMPANY MINIMUM GAIN” has the meaning set forth for “partnership minimum gain” in Section 1.704-2(d) of the Treasury Regulations.

“DISPOSE,” “DISPOSED,” “DISPOSING” or “DISPOSITION” means a sale, assignment, transfer, exchange, mortgage, pledge, grant of a security interest or other disposition or encumbrance (including, without limitation, by operation of law) or the acts thereof.

“DISTRIBUTION” means a distribution made by the Company to a Member, whether in cash, property or securities of the Company and whether by liquidating distribution or otherwise; provided that any redemption or repurchase by the Company of any interest in the Company shall not be considered a Distribution.

“FISCAL YEAR” of the Company means the year ending August 31.

“INCAPACITY” or “INCAPACITATED” means (a) with respect to a natural person, the bankruptcy, death, incompetency or insanity of such person and (b) with respect to any other Person, the bankruptcy, liquidation, dissolution or termination of such Person.

“INDEMNIFYING MEMBER” has the meaning given that term in Section 11.10.

“LOSSES” for any period means all items of Company loss, deduction and expense for such period determined according to Section 4.2.

“MEMBER” means any Person executing this Agreement as of the date of this Agreement as a member or hereafter admitted to the Company as a member as provided in this Agreement, but does not include any Person who has ceased to be a member of the Company.

“MEMBER MINIMUM GAIN” has the meaning set forth for “partner nonrecourse debt minimum gain” in Treasury Regulations Section 1.704-2(i).

“MEMBER NONRECOURSE DEDUCTIONS” has the meaning set forth for “partner nonrecourse deductions” in Treasury Regulations Section 1.704-2(i).

“NONRECOURSE DEDUCTIONS” has the meaning set forth in Treasury Regulations Section 1.704-2(b)(1).

“PERCENTAGE INTEREST” means, as to each Member, the percentage set forth opposite its name on Schedule A.

“PERSON” means a natural person, partnership (whether general or limited),

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limited liability company, trust, estate, association, corporation, custodian, nominee or any other individual or entity in its own or any representative capacity.

“PROFITS” for any period means all items of Company income and gain for such period determined according to Section 4.2.

“REGULATORY ALLOCATIONS” has the meaning given that term in Section 5.4(iv).

“REQUIRED INTEREST” means one or more Members possessing a majority of the Units owned by all Members.

“TAX MATTERS MEMBER” has the meaning given that term in Section 7.2.

“TAXABLE YEAR” means the Company’s taxable year ending August 31 (or part thereof, in the case of the Company’s final taxable year), or such other year as is determined by the Members in compliance with Section 706 of the Code.

“TREASURY REGULATIONS” means the Treasury Regulations promulgated under the Code, as amended from time to time, including the corresponding provisions of any successor regulations.

Other terms defined in this Agreement have the meanings so given to them.

1.2 CONSTRUCTION. Whenever the context requires, the gender of all words used in this Agreement includes the masculine, feminine and neuter. All references to Articles and Sections refer to articles and sections of this Agreement, and all references to Schedules are to Schedules attached hereto, each of which is made a part hereof for all purposes.

ARTICLE II
ORGANIZATION

2.1 FORMATION. The Company has been organized as a Delaware limited liability company by the filing of a Certificate of Formation (the “Certificate”) under and pursuant to the Act.

2.2 NAME. The name of the Company is “EMS Management LLC,” and all Company business shall be conducted in that name or such other names that comply with applicable law as the Members may select from time to time.

2.3 REGISTERED OFFICE; REGISTERED AGENT; PRINCIPAL OFFICE; OTHER OFFICES. The registered office of the Company required by the Act to be maintained in the State of Delaware shall be the office of the initial registered agent named in the Certificate or such other office (which need not be a place of business of the Company) as the Members may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate or such other Person or Persons as the Members may designate from time to time in the manner provided by law. The principal office of the Company shall be at 6200 S. Syracuse Way, Suite 200, Greenwood Village, Colorado, 80111-4734, or at such other place as the Members may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there. The Company may have such other offices as the Members may designate from time to time.

2.4 PURPOSES. The purposes of the Company are those set forth in the Certificate and to engage in any other business or activity that now or hereafter may be necessary,

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incidental, proper, advisable or convenient to accomplish the foregoing purposes (including, without limitation, obtaining financing therefor) and that is not prohibited by the Act or the laws of the jurisdictions in which the Company engages in that business.

2.5 FOREIGN QUALIFICATION. Prior to the Company’s conducting business in any jurisdiction other than Delaware, the Members shall cause the Company to comply, to the extent procedures are available and those matters are reasonably within the control of the Members, with all requirements necessary to qualify the Company as a foreign limited liability company in that jurisdiction. Each Member shall execute, acknowledge, swear to and deliver all certificates and other instruments conforming with this Agreement that are necessary or appropriate to qualify, continue and terminate the Company as a foreign limited liability company in all such jurisdictions in which the Company may conduct business.

2.6 TERM. The term of the Company commenced on the date the Certificate was filed with the office of the Secretary of State of Delaware and shall continue in existence until termination and dissolution thereof as determined under Section 10.1 of this Agreement.

2.7 NO STATE-LAW PARTNERSHIP. The Members intend that the Company not be a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member be a partner or joint venturer of any other Member, for any purposes other than federal and, if applicable, state tax purposes, and this Agreement shall not be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for federal and, if applicable, state income tax purposes, and each Member and the Company shall file all tax returns and shall otherwise take all tax and financial reporting positions in a manner consistent with such treatment.

ARTICLE III
MEMBERSHIP; PERCENTAGE INTERESTS

3.1 MEMBERS.

3.1.1 The names, residence, business or mailing addresses, Capital Contributions and the Percentage Interests of the Members are set forth in Schedule A, as amended from time to time in accordance with the terms of this Agreement.

3.1.2 No Member, as such, shall be required to lend any funds to the Company or to make any additional contribution of capital to the Company, except as otherwise required by applicable law or by this Agreement. Any Member may, with the consent of the other Member, make loans to the Company, and any loan by a Member to the Company shall not be considered to be a Capital Contribution.

3.1.3 Each Member hereby represents and warrants to and acknowledges with the Company that: (a) it is acquiring interests in the Company for investment only and not with a view to, or for resale in connection with, any distribution to the public or public offering thereof; (b) the interests in the Company have not been registered under the securities laws of any jurisdiction and cannot be disposed of unless they are subsequently registered and/or qualified under applicable securities laws and the provisions of this Agreement have been complied with; and (c) the execution, delivery and performance of this Agreement does not require such Member to obtain any consent or approval that has not been obtained and do not contravene or result in a default under any provision of any law or regulation applicable to such Member or other governing documents or any agreement or instrument to which such Member is a party or by which such Member is bound.

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3.2 LIABILITY OF MEMBERS.

3.2.1 Except as otherwise required by applicable law and as explicitly set forth in this Agreement, no Member shall have any personal liability whatever in its capacity as a Member, whether to the Company, to any of the Members, to the creditors of the Company or to any other third party, for the debts, liabilities, commitments or any other obligations of the Company or for any losses of the Company, and therefore, a Member shall be liable only to make any payments expressly provided herein.

3.2.2 In accordance with the Act and the laws of the State of Delaware, a member of a limited liability company may, under certain circumstances, be required to return amounts previously distributed to such member. It is the intent of the Members that no distribution to any Member pursuant to Article V hereof shall be deemed a return of money or other property paid or distributed in violation of the Act. The payment of any such money or distribution of any such property to a Member shall be deemed to be a compromise within the meaning of the Act, and the Member receiving any such money or property shall not be required to return to any Person any such money or property. However, if any court of competent jurisdiction holds that, notwithstanding the provisions of this Agreement, any Member is obligated to make any such payment, such obligation shall be the obligation of such Member.

ARTICLE IV
CAPITAL ACCOUNTS

4.1 ESTABLISHMENT AND DETERMINATION OF CAPITAL ACCOUNTS. A capital account (“CAPITAL ACCOUNT”) shall be established for each Member. The Capital Account of each Member shall consist of its initial Capital Contribution and shall be (a) increased by (i) any additional Capital Contributions made by such Member pursuant to the terms of this Agreement and (ii) such Member’s share of items of Profits allocated to such Member pursuant to Article V, (b) decreased by (i) such Member’s share of items of Losses allocated to such Member pursuant to Article V and (ii) any Distributions to such Member of cash or the fair market value of any other property (net of liabilities assumed by such Member and liabilities to which such property is subject) distributed to such Member and (c) adjusted as otherwise required by the Code and the regulations thereunder, including but not limited to, the Rules of Treasury Regulation Section 1.704-1(b)(2)(iv). Any references in this Agreement to the Capital Account of a Member shall be deemed to refer to such Capital Account, as the same may be increased or decreased from time to time as set forth above.

4.2 COMPUTATION OF AMOUNTS. For purposes of computing the amount of Profits and Losses to be reflected in Capital Accounts, the determination, recognition and classification of each item of income, gain, loss, deduction or expense shall be the same as its determination, recognition and classification for federal income tax purposes; provided that:

(i) any income that is exempt from federal income tax shall be added to such taxable income or losses;

(ii) any expenditures of the Company described in Section 705(a)(2)(B) of the Code or treated as Code Section 705(a)(2)(B) expenditures pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(i), shall be subtracted from such taxable income or losses;

(iii) if the Book Value of any Company property is adjusted pursuant to the definition of Book Value in Section 1.1 hereof, the amount of such adjustment shall be taken into account as gain or loss from the disposition of such property;

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(iv) if property that is reflected on the books of the Company has a Book Value that differs from the adjusted tax basis of such property, depreciation, amortization and gain or loss with respect to such property shall be determined by reference to such Book Value; and

(v) the computation of all items of income, gain, loss, deduction and expense shall be made without regard to any election pursuant to Section 754 of the Code that may be made by the Company, unless the adjustment to basis of Company property pursuant to such election is reflected in Capital Accounts pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m).

4.3 NEGATIVE CAPITAL ACCOUNTS. No Member shall be required to pay to the Company or any other Member any deficit or negative balance which may exist from time to time in such Member’s Capital Account.

4.4 COMPANY CAPITAL. No Member shall be paid interest on any Capital Contribution to the Company or on such Member’s Capital Account, and no Member shall have any right (i) to demand the return of such Member’s Capital Contribution or any other distribution from the Company (whether upon resignation, withdrawal or otherwise), except upon dissolution of the Company pursuant to Article X, or (ii) to cause a partition of the Company’s assets.

ARTICLE V
DISTRIBUTIONS; ALLOCATIONS OF
PROFITS AND LOSSES

5.1 GENERALLY. Subject to the provision of Section 18-607 of the Act, Distributions shall be made when and as agreed to by the Members in proportion their respective Percentage Interests immediately prior to such Distribution.

5.2 DISTRIBUTIONS IN KIND. At any time, and from time to time, the Company may distribute to its Members property held by the Company. In any distribution pursuant to this Section 5.2, the property so distributed shall be distributed among the Members in the same proportions as cash equal to the fair market value of such property (as determined by the Members) would be distributed among the Members pursuant to Section 5.1.

5.3 ALLOCATION OF PROFITS AND LOSSES. For each Fiscal Year of the Company, after adjusting each Member’s Capital Account for all Capital Contributions and distributions during such Fiscal Year and all special allocations pursuant to Section 5.4 with respect to such Fiscal Year, all Profits and Losses (other than Profits and Losses specially allocated pursuant to Section 5.4) shall be allocated to the Members’ Capital Accounts in proportion to their respective Percentage Interests at such time.

5.4 SPECIAL ALLOCATIONS. Notwithstanding the provisions of Section 5.3:

(a) Nonrecourse Deductions shall be allocated to the Members, pro rata in proportion to the Percentage Interests held by each such Member. If there is a net decrease in Company Minimum Gain during any Taxable Year, each Member shall be specially allocated items of taxable income or gain for such Taxable Year (and, if necessary, subsequent Taxable Years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Treasury Regulation Section 1.704-2(f)(6). This paragraph is intended to comply with the minimum gain chargeback requirement in Treasury Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

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(b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Section 1.704-2(i). Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), if there is a net decrease in Member Minimum Gain during any Taxable Year, each Member that has a share of such Member Minimum Gain shall be specially allocated items of taxable income or gain for such Taxable Year (and, if necessary, subsequent Taxable Years) in an amount equal to that Member’s share of the net decrease in Member Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This paragraph is intended to comply with the minimum gain chargeback requirements in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

(c) If any Member unexpectedly receives any adjustments, allocations or Distributions described in Treasury Regulations Section 1.704-l(b)(2)(ii)(d)(4), (5) or (6), items of taxable income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate the adjusted capital account deficit (determined according to Treasury Regulations Section 1.704-1 (b)(2)(ii)(d)) created by such adjustments, allocations or Distributions as quickly as possible. This paragraph is intended to comply with the qualified income offset requirement in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

(d) The allocations set forth in paragraphs (i), (ii) and (iii) above (the “REGULATORY ALLOCATIONS”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Article V (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Profits and Losses among Members so that, to the extent possible, the net amount of such allocations of Profits and Losses and other items and the Regulatory Allocations (including Regulatory Allocations that, although not yet made, are expected to be made in the future) to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurred.

5.5 AMOUNTS WITHHELD. All amounts withheld pursuant to Section 11.10 from any Distribution to a Member shall be treated as amounts distributed to such Member pursuant to this Article V for all purposes under this Agreement.

5.6 TAX ALLOCATIONS: CODE SECTION 704(C).

5.6.1 The income, gains, losses, deductions and expenses of the Company shall be allocated, for federal, state and local income tax purposes, among the Members in accordance with the allocation of corresponding items of income, gains, losses, deductions and expenses among the Members for computing their Capital Accounts, except that if any such allocation is not permitted by the Code or other applicable law, the Company’s subsequent income, gains, losses, deductions and expenses shall be allocated among the Members so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts.

5.6.2 In accordance with Code Section 704(c) and the Treasury Regulations thereunder, income, gain, loss, deduction and expense with respect to any property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its fair market value at the time of contribution.

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5.6.3 If the Book Value of any Company asset is adjusted pursuant to the definition of “Book Value” set forth in Section 1.1, subsequent allocations of items of taxable income, gain, loss, deduction and expense with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Book Value in the same manner as under Code Section 704(c).

5.6.4 Any elections or other decisions relating to such allocations shall be made by the Members in any manner that reasonably reflects the purpose and intent of this Agreement. Allocations pursuant to this Section 5.6 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of profits, losses, other items or distributions pursuant to any provisions of this Agreement.

ARTICLE VI
MANAGEMENT

6.1 MANAGEMENT BY THE MEMBERS. Except as otherwise expressly provided herein, or as required by any non-waivable provision of applicable law, the business and affairs of the Company shall be managed by the consent of the Members.

6.2 DELEGATION OF AUTHORITY AND DUTIES.

6.2.1 In managing the business and affairs of the Company and exercising their powers, the Members may, from time to time, delegate to one or more Persons (including any employee or officer of the Company) such authority and duties as the Members may deem advisable. In addition, the Members may assign titles (including, without limitation, chairman, chief executive officer, president, vice president, secretary, assistant secretary, treasurer and assistant treasurer) to any such persons and delegate to such individuals certain authority and duties. Any number of titles may be held by the same individual. Any delegation pursuant to this Section 6.2.1 may be revoked at any time by the Members.

6.2.2 Any Person dealing with the Company, other than a Member, may rely on the authority of any officer in taking any action in the name of the Company without inquiry into the provisions of this Agreement or compliance herewith, regardless of whether that action actually is taken in accordance with the provisions of this Agreement.

ARTICLE VII
TAXES

7.1 TAX RETURNS. The Company shall cause to be prepared and filed all necessary federal, state and local income tax returns for the Company, including making any elections the Members may deem appropriate and in their best interests.

7.2 TAX MATTERS MEMBER. Unless and until the Members shall otherwise unanimously agree, AMR HoldCo, Inc. shall be the “tax matters partner” of the Company pursuant to Section 6231(a)(7) of the Code (the “TAX MATTERS MEMBER”).

(a) The Tax Matters Member is authorized to represent the Company before the Internal Revenue Service and any other governmental agency with jurisdiction, and to sign such consents and to enter into settlements and other agreements with such agencies as the Members deems necessary or advisable.

(b) Promptly following the written request of the Tax Matters

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Member, the Company shall, to the fullest extent permitted by law, reimburse and indemnify the Tax

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Matters Member for all reasonable expenses, including reasonable legal and accounting fees, claims, liabilities, losses and damages incurred by the Tax Matters Member in connection with any administrative or judicial proceeding (a) with respect to the tax liability of the Company and/or (b) with respect to the tax liability of the Members in connection with the operations of the Company.

(c) The provisions of this Section 7.2 shall survive the dissolution or termination of the Company or the termination of any Member’s interest in the Company and shall remain binding on the Members for as long a period of time as is necessary to resolve with the Internal Revenue Service any and all matters regarding the federal income taxation of the Company or the Members.

7.3 TAX ELECTIONS. The Company shall, in its discretion, make or revoke any elections under the Code or the Treasury Regulations issued thereunder (either now or in the future).

ARTICLE VIII
BOOKS AND COMPANY FUNDS

8.1 MAINTENANCE OF BOOKS. The Company shall keep books and records of account and shall keep reasonable records of the significant actions of its Members.

8.2 COMPANY FUNDS. The Company may not commingle the Company’s funds with the funds of any Member.

ARTICLE IX
TRANSFERS

9.1 ASSIGNMENT BY MEMBERS. No Member shall sell, assign, transfer or Dispose of, or offer to sell, assign or transfer or otherwise Dispose of, all or any part of such Member’s interest in the Company (whether voluntarily or involuntarily) without the consent of the other Member, which consent may be withheld in the sole discretion of such other Member.

9.2 VOID ASSIGNMENT. Any sale, exchange or other transfer by any Member of any interests in the Company in contravention of this Agreement shall be void and ineffectual and shall not bind or be recognized by the Company or any other party. No purported assignee shall have any right to any profits, losses or distributions of the Company.

ARTICLE X
DISSOLUTION, LIQUIDATION AND TERMINATION

10.1 DISSOLUTION. The Company shall be dissolved and its affairs shall be wound up on the first to occur of the following:

(a)the unanimous vote of the Members, and

(b)the entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act.

In the event of the expulsion, bankruptcy or dissolution of a Member, or the occurrence of any other event that terminates the continued membership of a Member in the Company, the remaining Member shall have the right to cause a dissolution of the Company.

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10.2 LIQUIDATION AND TERMINATION.

10.2.1 In the event of the dissolution of the Company for any reason, the Members shall act as liquidators or may appoint one or more Persons as liquidators. The liquidators shall proceed promptly to wind up the affairs of the Company. The liquidators shall have full right and unlimited discretion to determine the time, manner, and terms of any sale or sales of Company property pursuant to such winding up having due regard to the activity and condition of the relevant market and general financial and economic conditions, and having due regard for liquidators’ fiduciary obligations to the Company and the Members.

10.2.2 The proceeds received in connection with any liquidation of the assets of the Company and any other assets of the Company shall be applied in the following order of priority:

(a) first, in payment of all debts and liabilities of and all claims against the Company, including expenses of winding up;

(b) then, to the setting of such reserves as the liquidators may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company;

(c) then, the balance to the Members in accordance with their positive Capital Account balances.

10.2.3 Distributions pursuant to Section 10.2.2 may be made in cash or property or both, in the discretion of the liquidators; provided, however, that any distributions of property made pursuant hereto shall be made pro rata (based on the fair market value of such property) among the Members in accordance with their respective positive Capital Account balances. In the event of any distribution of property in kind hereunder, the Company shall treat such property as having been sold at its fair market value, shall allocate the gain or loss recognized as a result of such deemed sale in accordance with Section 5.3 hereof, and shall take such allocations into account in determining Capital Account balances for purposes of Section 10.2.2.

10.3 DEFICIT CAPITAL ACCOUNTS. Notwithstanding anything to the contrary contained in this Agreement, and notwithstanding any custom or rule of law to the contrary, to the extent that the deficit, if any, in the Capital Account of any Member results from or is attributable to deductions and losses of the Company (including non-cash items such as depreciation), or distributions of money pursuant to this Agreement to all Members in proportion to their respective interests, upon dissolution of the Company such deficit shall not be an asset of the Company and such Members shall not be obligated to contribute such amount to the Company to bring the balance of such Member’s capital account to zero.

10.4 CANCELLATION OF CERTIFICATE. On completion of the distribution of Company assets as provided herein, the Company shall be terminated, and the liquidators (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 2.5 and take such other actions or execute and record any and all documents as may be necessary to terminate the Company.

10.5 FAIR MARKET VALUE. For purposes of this Article X, the fair market value of any assets of the Company shall be determined by (a) the unanimous consent of the Members or (b) an independent appraisal.

10.6 DISTRIBUTION ON LIQUIDATION. Notwithstanding any other provision of

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this

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Agreement, in the event of a liquidation, the Company shall make liquidating distributions within the period prescribed in the Treasury Regulations under Section 704(b) of the Code.

ARTICLE XI
GENERAL PROVISIONS

11.1 OFFSET. Whenever the Company is to pay any sum to any Member, any amounts that Member owes to the Company may be deducted from that sum before payment.

11.2 NOTICES. Except as expressly set forth to the contrary in this Agreement, all notices, requests or consents provided for or permitted to be given under this Agreement must be in writing and must be given either by depositing that writing in the United States mail, addressed to the recipient, postage paid, and registered or certified with return receipt requested or by delivering that writing to the recipient in person, by courier, or by facsimile transmission; and a notice, request or consent given under this Agreement is effective on receipt by the Person to receive it. All notices, requests and consents to be sent to a Member must be sent to or made at the address given for that Member on Schedule A, or such other address as that Member may specify by notice to the other Members. Whenever any notice is required to be given by law, the Certificate or this Agreement, a written waiver thereof, signed by the Person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

11.3 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of the Members and their affiliates relating to the Company and supersedes all prior contracts or agreements with respect to the Company, whether oral or written.

11.4 EFFECT OF WAIVER OR CONSENT. A waiver or consent, express or implied, to or of any breach or default by any Person in the performance by that Person of its obligations with respect to the Company is not a consent or waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of that Person with respect to the Company. Failure on the part of a Person to complain of any act of any Person or to declare any Person in default with respect to the Company, irrespective of how long that failure continues, does not constitute a waiver by that Person of its rights with respect to that default until the applicable statute-of-limitations period has run.

11.5 AMENDMENT OR MODIFICATION. This Agreement may be amended or modified from time to time only by a written instrument executed and agreed to by the Members.

11.6 BINDING EFFECT. Subject to the restrictions on Dispositions set forth in this Agreement, this Agreement is binding on and inure to the benefit of the Members and their respective heirs, legal representatives, successors and assigns.

11.7 GOVERNING LAW; SEVERABILITY. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE, EXCLUDING ANY CONFLICT-OF-LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION. In the event of a direct conflict between the provisions of this Agreement and any provision of the Certificate or any mandatory provision of the Act, the applicable provision of the Certificate or the Act shall control. If any provision of this Agreement or the application thereof to any Person or circumstance is held invalid or unenforceable to any extent, the remainder of this Agreement and the application of that provision to other Persons or circumstances is not affected thereby and that provision shall be enforced to the greatest extent permitted by

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law.

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11.8 FURTHER ASSURANCES. In connection with this Agreement and the transactions contemplated hereby, each Member shall execute and deliver any additional documents and instruments and perform any additional acts that may be necessary or appropriate to effectuate and perform the provisions of this Agreement and those transactions.

11.9 WAIVER OF CERTAIN RIGHTS. Each Member irrevocably waives any right it may have to maintain any action for dissolution of the Company or for partition of the property of the Company or for any rights to information from the Company provided under Section 18-305 of the ACT.

11.10 INDEMNIFICATION AND REIMBURSEMENT FOR PAYMENTS ON BEHALF OF A MEMBER. If the Company is obligated to pay any amount to a governmental agency (or otherwise makes a payment) because of a Member’s status or otherwise specifically attributable to a Member (including, without limitation, federal withholding taxes with respect to foreign Persons, state personal property taxes, state unincorporated business taxes, etc.), then such Member (the “INDEMNIFYING MEMBER”) shall indemnify the Company in full for the entire amount paid (including, without limitation, any interest, penalties and expenses associated with such payments). The amount to be indemnified shall be charged against the Capital Account of the Indemnifying Member, and, either:

(a) promptly upon notification of an obligation to indemnify the Company, the Indemnifying Member shall make a cash payment to the Company equal to the full amount to be indemnified (and the amount paid shall be added to the Indemnifying Member’s Capital Account but shall not be treated as a Capital Contribution), or

(b) the Company shall reduce distributions which would otherwise be made to the Indemnifying Member, until the Company has recovered the amount to be indemnified (and the amount withheld shall not be treated as a Capital Contribution).

11.11 NOTICE TO MEMBERS OF PROVISIONS. By executing this Agreement, each Member acknowledges that it has actual notice of (i) all of the provisions hereof and (ii) all of the provisions of the Certificate. 1.2

11.12 COUNTERPARTS. This Agreement may be executed in multiple counterparts with the same effect as if all signing parties had signed the same document. All counterparts shall be construed together and constitute the same instrument.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Members have executed this Agreement as of the date first set forth above.

MEMBERS:
AMR HOLDCO, INC.
By:	/s/ Robert M. Le Blanc
Name:	Robert M. Le Blanc
Title:	President
EMCARE HOLDCO, INC.
By:	/s/ Robert M. Le Blanc
Name:	Robert M. Le Blanc
Title:	President

[Signature Page to Operating Agreement]

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SCHEDULE A

	Capital
Members	Contribution		Percentage Interest
AMR HoldCo, Inc.	$	100.00	50	%
6200 S. Syracuse Way
Suite 200
Greenwood Village, Colorado
80111-4737
EmCare Holdco, Inc.	$	100.00	50	%
6200 S. Syracuse Way
Suite 200
Greenwood Village, Colorado
80111-4737

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EX-3.111

Exhibit 3.111

CERTIFICATE OF FORMATION
OF
PM ACQUISITION, LLC

TO THE SECRETARY OF STATE
OF THE STATE OF DELAWARE:

The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the “Delaware Limited Liability Company Act”) hereby certifies that:

ARTICLE I

NAME

The name of the limited liability company is PM Acquisition, LLC (the “Company”).

ARTICLE II

INITIAL REGISTERED OFFICE AND REGISTERED AGENT

The address of the registered office and the name and address of the registered agent of the limited liability company required to be maintained by Section 18-104 of the Delaware Limited Liability Company Act is 2711 Centerville Road, Suite 400, Wilmington, Delaware, and the name of the registered agent of the limited liability company in the State of Delaware at such address is Corporation Service Company.

IN WITNESS WHEREOF, the undersigned authorized agent of the Company has executed this Certificate of Formation as of the 5th day of March, 2009.

By:	/s/ Christopher I. Humber
Name:	Christopher I. Humber
Title:	Authorized Person

CERTIFICATE OF AMENDMENT TO THE
CERTIFICATE OF FORMATION
OF
PM ACQUISITION, LLC

PM Acquisition, LLC, a limited liability company organized and existing under and by virtue of the Delaware Limited Liability Company Act, as amended (the “Act”), does hereby certify:

FIRST:  The name of the Company is PM Acquisition, LLC (the “Company”).

SECOND:  The date on which the Certificate of Formation of the Company was originally filed with the Secretary of State of the State of Delaware is March 5, 2009.

THIRD:  Pursuant to provisions of Section 18-202 of the Act, Article I of the Certificate of Formation of the Company is hereby amended and restated to read in its entirety as follows:

“The name of the limited liability company is EMS Offshore Medical Services, LLC.”

IN WITNESS WHEREOF, this Certificate of Amendment has been subscribed this 17th day of April, 2009 by the undersigned who affirms that the statements made herein are true and correct.

By:	/s/ Christopher I. Humber
Name:	Christopher I. Humber
Title:	Authorized Person

EX-3.112

Exhibit 3.112

OPERATING AGREEMENT

EMS OFFSHORE MEDICAL SERVICES, LLC

This Operating Agreement (the “Agreement”) of EMS Offshore Medical Services, LLC, a Delaware limited liability company (the “Company”), is made as of April 21, 2009, by those persons or entities set forth on Exhibit A hereto, which may be amended from time to time as set forth herein (each a “Member” and collectively the “Members”).

NOW, THEREFORE, the parties agree as follows:

1.Name.  The name of the Company is EMS Offshore Medical Services, LLC.

2.Purposes and Powers.  The Company is organized for the purpose of engaging in any lawful act or activity for which a limited liability company may be organized under the laws of the State of Delaware.

3.Term.  The Company commenced upon the filing of the Company’s Certificate of Formation in the Office of the Secretary of State of the State of Delaware and shall continue until the Manager (as defined below) consents to the Company’s dissolution.

4.Members; Capital Commitments; Membership Units.  The economic interests in the Company shall be represented by membership interest units (the “Units”).  The Member’s interest in the Company, including the Member’s interest in income, gains, losses, deductions and expenses of the Company and the right to vote on certain matters as provided in this Agreement, shall be represented by the Units owned by the Member.  The ownership of Units shall entitle the Member to allocations of income and loss and other items and distributions of cash and other property as set forth in this Agreement.  Each Unit shall entitle the Member owning such Unit to one vote on any matter voted on by the Members as provided in this Agreement or as required by applicable law.  The name, place of residence and capital commitment (“Capital Commitment”) to the Company of the Member and the number of Units held by the Member are set forth on Exhibit A attached hereto and incorporated herein by reference.  Upon the consent of the Manager, the Company may issue additional Units, provided, however, that no person or entity shall become a Member unless and until such person or entity has explicitly accepted, assumed and agreed to be subject to and bound by all of the terms, obligations and conditions of this Agreement, as the same may have been further amended.  The Member shall contribute the Member’s Capital Commitment to the Company upon the execution of this Agreement in accordance with Exhibit A. In no event shall the Member be required to contribute any amount in excess of the Member’s Capital Commitment as set forth on Exhibit A.

5.Management.  The Company shall be managed under the direction of a manager (the “Manager”) who shall be responsible for setting policies and procedures for the operation of the Company.  William A. Sanger is hereby designated as the initial Manager of the Company.  Except as set forth herein, the management and operation of the Company is vested exclusively in the Manager and the Manager shall have the power on behalf of and in the name of the Company

to carry out and implement any and all of the objects and purposes of the Company.  The Manager may, from time to time, delegate to one or more persons (including any Member, officer or employee of the Company) such authority and responsibility as the Manager may deem advisable.  Any delegation pursuant to this section may be revoked at any time by the Manager.  The Manager hereby designates to the officers of the Company the authority and responsibilities for the day-to-day ordinary course operation of the Company.  The officers of the Company shall conduct the day to day operations of the Company in accordance with and subject to the policies, procedures and guidelines approved and adopted by the Manager.  As of the date of this Agreement the officers of the Company shall be: (i) William A. Sanger, Chief Executive Officer, (ii) Louis K. Meyer, President, (iii) Randel G. Owen, Executive Vice President, Chief Financial Officer and Principal Financial Officer, (iv) Todd G. Zimmerman, Executive Vice President and Secretary, (v) Steven W. Ratton, Jr., Executive Vice President and Treasurer, (vi) Mark Bruning, Executive Vice President, (vii) R. Jason Standifird, Controller and Principal Accounting Officer, (viii) Kimberly Norman, Senior Vice President, (ix) Steven Murphy, Senior Vice President, (x) Timothy Dorn, Vice President and Assistant Secretary and (xi) Benjamin Johnson, Assistant Secretary.

6.Allocations and Certain Tax Matters.  A capital account will be maintained for the Member in accordance with the rules set forth in Treasury Regulation Section 1.704- 1(b)(2)(iv).  All income, gains, losses and expenses of the Company will be allocated (for capital accounting and income tax purposes) so as to cause the sum of (1) the Member’s capital account, (2) the Member’s share of “partnership minimum gain” (as defined in Treasury Regulation Section 1.704-2(b)(2)), and (3) the Member’s “partner nonrecourse debt minimum gain” (as determined in accordance with Treasury Regulation Section 1.704-2(i)(3)), to be equal to the amount that would be distributed to the Member under this Agreement if the Company were to (a) liquidate the assets of the Company for an amount equal to the book value of such property as determined for capital account purposes as of the end of such fiscal period and (b) distribute the proceeds in accordance with the distribution provision of this Agreement.

7.Distributions to Members.  To the extent available after meeting the financial obligations of the Company, and after providing any necessary reserves as determined by the Manager, the Company shall distribute cash and other assets to the Member in a manner determined by the Manager, at such times and on such terms and conditions as deemed appropriate by the Manager.

8.Liability of Members.  Except as otherwise required by applicable law and as explicitly set forth in this Agreement, no Member shall have any personal liability whatever in such Member’s capacity as a Member, whether to the Company, to any other Member, to the creditors of the Company or to any other third party, for the debts, liabilities, commitments or any other obligations of the Company or for any losses of the Company, and therefore, the Member shall be liable only to contribute the Member’s Capital Commitment to the Company as set forth on Exhibit A, subject to the terms and conditions of this Agreement.  The Member, as such, shall not be required to lend any funds to the Company or to make any additional contribution of capital to the Company.  The Member may, with the consent of the Manager, make loans to the Company, and any loan by the Member to the Company shall not be considered to be a capital contribution.

2

9.Exculpation.  The Manager, the Manager’s members, directors, officers and partners (collectively, the “Manager Affiliates”) and the officers of the Company shall not be liable to the Member or any director, officer or partner of the Company for any conduct or actions, except for conduct or actions adjudged not to have been undertaken in good faith or to constitute recklessness, willful misconduct, gross negligence, a knowing violation of law or an intentional material breach of this Agreement.  The Manager, the Manager Affiliates and officers of the Company may consult with counsel and accountants respecting Company affairs and shall be fully protected and justified in acting in accordance with the advice of counsel or accountants, provided they have been selected with reasonable care.

10.Indemnification.  The Company shall indemnify, out of the assets of the Company only, the Manager, the Manager’s Affiliates and the officers of the Company, and their respective agents, to the fullest extent permitted by law and shall save and hold them harmless from and in respect of all (a) reasonable fees, costs, and expenses, including legal fees, paid in connection with or resulting from any claim, action, or demand against the Company, the Member, the Manager, the officers of the Company, or their respective agents that arise out of or in any way relate to the Company, the Company’s properties, business or affairs and (b) such claims, actions, and demands and any losses or damages resulting from such claims, actions and demands, including amounts paid in settlement or compromise (if recommended by attorneys for the Company) of any such claim, action or demand; provided, however, that this indemnity shall not extend to conduct not undertaken in good faith nor to any conduct that constitutes recklessness, willful misconduct, gross negligence, a knowing violation of law or an intentional and material breach of this Agreement.  Expenses incurred by any indemnified person in defending a claim or proceeding covered by this section shall be paid by the Company in advance of the final disposition of such claim or proceeding provided the indemnified person undertakes to repay such amount if it is ultimately determined that such person was not entitled to be indemnified.  The provisions of this section shall remain in effect as to each indemnified person whether or not such indemnified person continues to serve in the capacity that entitled such person to be indemnified.

11.Liquidation.  Upon termination, the Company shall be dissolved and wound-up.  The Manager shall proceed with the orderly sale or liquidation of the assets of the Company and shall apply and distribute the proceeds of such sale or liquidation in the following order of priority, unless otherwise required by law: (a) first, to pay all expenses of liquidation; (b) second, to pay all creditors of the Company in the order of priority provided by law or otherwise; (c) third, to the establishment of any reserve that the Manager may deem necessary (such reserve may be paid over to an escrow agent); and (d) fourth, to the Member.  A reasonable amount of time shall be allowed for the orderly liquidation of the assets of the Company and the discharge of liabilities to creditors so as to enable the Manager to minimize the losses attendant upon such liquidation.

12.Amendments.  The terms and provisions of this Agreement may be modified or amended at any time and from time to time with the written consent of the Manager and the Member.

13.Miscellaneous.  This Agreement constitutes the full, complete, and final operating agreement of the Company and shall be binding upon the heirs, personal representatives

3

and other successors of the Member.  This Agreement shall be construed in accordance with the internal laws of the State of Delaware, without reference to such state’s conflicts of law principles.

[REMAINDER INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, this Operating Agreement has been executed as of the date first above written.

MEMBER:
AMERICAN MEDICAL RESPONSE, INC.
By:	/s/ William A. Sanger
Name:	William A. Sanger
Title:	President and Chief Executive Officer

THE SECURITIES EVIDENCED BY THIS OPERATING AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS PURSUANT TO SEC RULE 144 OR THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT.

SIGNATURE PAGE
EMS OFFSHORE MEDICAL SERVICES, LLC OPERATING AGREEMENT

EXHIBIT A

EMS OFFSHORE MEDICAL SERVICES, LLC

Member Name & Address	Units	Capital Commitment
American Medical Response, Inc. 6200 S. Syracuse Way, Suite 200 Greenwood Village, CO 80111	1,000	$	1.00

EX-3.113

Exhibit 3.113

ARTICLES OF ORGANIZATION FOR FLORIDA LIMITED LIABILITY COMPANY

ARTICLE I - Name:

The name of the Limited Liability Company is:

EverRad LLC

(Must end with the words “Limited Liability Company,” “Limited Company” or their abbreviation “LLC,” or “L.C.,”)

ARTICLE II - Address:

The mailing address and street address of the principal office of the Limited Liability Company is:

Principal Office Address:	Mailing Address:
2400 Harbor Boulevard, Suite 7	2400 Harbor Boulevard, Suite 7
Port Charlotte, Florida 33952	Port Charlotte, Florida 33952

ARTICLE III - Registered Agent, Registered Office, & Registered Agent’s Signature:

(The Limited Liability Company cannot serve as its own Registered Agent. You must designate an individual or another business entity with an active Florida registration.)

The name and the Florida street address of the registered agent are:

C T Corporation System

Name

1200 South Pine Island Road

Florida street address (P.O. Box NOT acceptable)

Plantation, Florida 33324

City, State, and Zip

Having been named as registered agent and to accept service of process for the above stated limited liability company at the place designated in this certificate, I hereby accept the appointment as registered agent and agree to act in this capacity. I further agree to comply with the provisions of all statutes relating to the proper and complete performance of my duties, and I am familiar with and accept the obligations of my position as registered agent as provided for in Chapter 608, F.S. C T Corporation System.

(CONTINUED)

1

/s/ Barbara A. Burker

Registered Agent’s Signature (REQUIRED)

ARTICLE IV - Manager(s) or Managing Member(s):

The name and address of each Manager or Managing Member is as follows:

Title	Name and Address:
“MCR” = Manager
“MGRM” = Managing Member
MGRM	Alberto Right, M.D.
	2400 Harbor Boulevard, Suite 7
	Port Charlotte, Florida 33952
MGRM	Daniel Tufariello, M.D.
	2400 Harbor Boulevard, Suite 7
	Port Charlotte, Florida 33952
MGRM	Anoop Duggal
	2400 Harbor Boulevard, Suite 7
	Port Charlotte, Florida 33952
MGRM	Robert Springer
	2400 Harbor Boulevard, Suite 7
	Port Charlotte, Florida 33952

(Use attachment if necessary)

ARTICLE V: Effective date, if other than the date of filing:                             . (OPTIONAL)

(If an effective date is listed, the date must be specific and cannot be more than five business days prior to or 90 days after the date of filing.)

REQUIRED SIGNATURE:

/s/ Timothy R. Parry

Signature of a member or an authorized representative of a member.

(In accordance with section 608.408(3), Florida Statutes, the execution of this document constitutes an affirmation under the penalties of perjury that the facts stated herein are true.)

Timothy R. Parry

Typed or printed name of signee

Filing Fees:

$125.00 Filing Fee for Articles of Organization and Designation of Registered Agent

2

$30.00 Certified Copy (Optional)

$5.00 Certificate of Status (Optional)

3

EverRad, LLC Articles of Organization

ARTICLE IV, continued

Title	Name and Address
MGRM	Timothy R. Parry 2400 Harbor Boulevard, Suite 7 Port Charlotte, Florida 33952
MGRM	Peter M. Lawson 2400 Harbor Boulevard, Suite 7 Port Charlotte, Florida 33952

EX-3.114

Exhibit 3.114

AMENDED AND RESTATED OPERATING AGREEMENT

of

EVERRAD, LLC

(a Florida Limited Liability Company)

THIS AMENDED AND RESTATED OPERATING AGREEMENT (this “Operating Agreement”) of EverRad, LLC, a limited liability company (the “Company”), is entered into by Templeton Readings, Inc., the sole member (the “Member”), with effect as of the 5th day of May, 2011.

RECITAL

The Company was formed under and pursuant to the Florida Limited Liability Company Act (the “Act”) by the filing of Articles of Organization with the Florida Department of State on July 17, 2007.  The Member, as the sole current member of the Company, desires to enter into this Operating Agreement, amending the Amended and Restated Limited Liability Company Agreement of the Company dated as of April 1, 2009, pursuant to Section 9.03(a)(iii) thereof and the Section 423 of the Act, in order to set forth the terms and conditions of the business and affairs of the Company and to determine the rights and obligations of its Members.

NOW, THEREFORE, the Member, intending to be legally bound by this Operating Agreement, hereby agrees that the limited liability company operating agreement of the Company shall be as follows:

1.             Organization.  The Member hereby organizes the Company as a single-member Florida limited liability company pursuant to the provisions of the Act.

2.             Purpose; Powers.  The purpose of the Company shall be to engage in a teleradiology business and any other lawful business that may be engaged in by a limited liability company organized under the Act, as such business activities may be determined by the Member from time to time.  The Company shall have the authority to do all things necessary or convenient to accomplish its purpose and operate its business as described in this Section 2.  The Company shall have all powers of a limited liability company under the Act and the power to do all things necessary or convenient to accomplish its purpose and operate its business as described in this Section 2.

3.             Capital.  The Member, or its predecessor, has contributed to the Company the amounts, property and services set forth in the books and records of the Company and shall own the sole membership interest (the “Interest”) in the Company.  The Member shall have no obligation to make any additional capital contributions to the Company.  The Member may make additional contributions of capital to the Company as the Member determines is necessary, appropriate or desirable.

4.             Rights, Power and Authority of the Member; Member-Management.  The Member shall have the full and exclusive right, power and authority to manage the affairs of the Company, to make all decisions with respect thereto and to do or cause to be done any and all acts or things deemed by the Member to be necessary, appropriate or desirable to carry out or further the business of the Company.

By written approval of the Member, the Member is authorized to admit any Person as an additional Member of the Company (“Additional Members”), and each such Person shall be admitted as an Additional Member at the time such Person (i) executes this Agreement or a counterpart of this Agreement and (ii) is named as a Member and assigned a percentage of Interest as set forth in the books and records of the Company.  All Members shall then amend this Agreement to the extent necessary to reflect their multiple Interests in the Company.

5.             Liability of the Members.  Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member.

6.             Indemnification.  The Company shall indemnify the Members and any of the Members’ agents, affiliates, successors or assigns (individually, an “Indemnified Party”) against any and all judgments, costs, losses, liabilities and damages (including attorneys’ fees and expenses) paid or incurred by the Indemnified Party in connection with the activities of the Company or in dealing with third parties on behalf of the Company, to the fullest extent provided or allowed by applicable law.

7.                Amendments and Waiver.  This Operating Agreement or the Company’s Articles of Organization may only be amended with the written consent of the Members.  Failure of any party to enforce any of the provisions of this Operating Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision of this Operating Agreement in accordance with its terms. The parties hereto agree that the addition of new parties to this Operating Agreement shall not constitute a modification, amendment or waiver of this Operating Agreement.

8.             Dissolution and Winding-up of the Company.  The Company shall be dissolved upon the first to occur of (a) the written consent of the Members, or (b) the entry of a decree of judicial dissolution under the Act.

[SIGNATURES ON FOLLOWING PAGE]

2

IN WITNESS WHEREOF, this Amended and Restated Operating Agreement has been made and executed by the Member effective as of the date first written above.

MEMBER:
TEMPLETON READINGS, LLC
By:  EmCare, Inc., its sole Member
By:	/s/ William A. Sanger
Name:	William A. Sanger
Title:	Chief Executive Officer

3

EX-3.115

Exhibit 3.115

CERTIFICATE OF CHANGE

OF

FIVE COUNTIES AMBULANCE SERVICE, INC.

UNDER-SECTION 805-A OF THE BUSINESS CORPORATION LAW

WE, THE UNDERSIGNED, Robert E. Jarrett, the Vice-President and Robert H. Byrne, the Secretary of Five Counties Ambulance Service, Inc. hereby certify:

1.  The name of the corporation is Five Counties Ambulance Service, Inc.

2.  The Certificate of Incorporation of said corporation was filed by the Department of State on November 23, 1964.

3.  The following is authorized by the Board of Directors: To change the post office address to which the Secretary of State shall mail a copy of process in any action or proceeding against the corporation which may be served on him from c/o The Corporation, 145 West Sunrise Highway, Freeport, New York to c/o CT Corporation System, 1633 Broadway, New York, New York 10019.

To appoint the registered agent in New York upon whom all process against the corporation may be served to be CT Corporation System at 1633 Broadway, New York, New York 10019.

IN WITNESS WHEREOF, we have signed this certificate on the          day of November, 1995 and we affirm the statement contained therein as true under penalties of perjury.

/s/ Robert E. Jarrett

Robert E. Jarrett, Vice-President

/s/ Robert H. Byrne

Robert H. Byrne, Secretary

CERTIFICATE OF CHANGE

OF

FIVE COUNTIES AMBULANCE SERVICE, INC.

UNDER SECTION 805-A OF THE BUSINESS CORPORATION LAW

LAIDLAW TRANSIT INC.

3221 NORTH SERVICE ROAD

BURLINGTON, ONT. CANADA L7R 3Y8

2

CERTIFICATE OF MERGER

OF

Associated Ambulance Service, Inc.

Adam Transportation, Inc.

Park Ambulance Service, Inc.,

Five Counties Ambulance Service, Inc.

Sunrise Handicap Transport Corp.

INTO

MEDTRANS OF NEW YORK, INC.

We, the undersigned, Michael Forsayeth and Robert H. Byrne, being respectively the Vice-President and the Secretary of MedTrans of New York, Inc., and Michael Forsayeth and Robert H. Byrne, being respectively the Vice-President and Secretary of Associated Ambulance Service, Inc., Adam Transportation, Inc., Park Ambulance Service, Five Counties Ambulance Service, Inc. and Sunrise Handicap Transport Corp. hereby certify:

1.(a)The name of each constituent is as follows:

MedTrans of New York, Inc.

Associated Ambulance Service, Inc.

Adam Transportation, Inc.

Park Ambulance Service, Inc.

Five Counties Ambulance Service, Inc.

Sunrise Handicap Transport Corp.

(b)The name of the surviving corporation is MedTrans of New York, Inc. and following the merger its name shall be MedTrans of New York, Inc.

2.As to each constituent corporation, the designation and number of outstanding shares of each class and series and the voting rights thereof are as follows:

	Designation and of
	shares in each class or	Class or Series of	Shares entitled to vote
Name of Corporation	series outstanding	Shares entitled to Vote	as a class or series
MedTrans of New York, Inc.	100 Common	Common	1
Associated Ambulance Service, Inc.	1,000 Common	Common	1
Adam Transportation, Inc.	100 Common	Common	1
Park Ambulance Service, Inc.	50 Common	Common	1
Five Counties Ambulance Service, Inc.	100 Common	Common	1
Sunrise Handicap Transport Corp.	100 Common	Common	1

3

3.There will be no amendments or changes made to the Certificate of Incorporation of the surviving corporation once the merger has taken place.

4.The date when the Certificate of Incorporation of each constituent corporation was filed by the Department of State is as follows:

Name of Corporation	Date of Incorporation
MedTrans of New York, Inc.	December 27, 1994
Associated Ambulance Service, Inc.	April 8, 1988 (under the name of AMR-U-Coaches Inc)
Adam Transportation Services, Inc	December 23, 1988
Park Ambulance Service, Inc.	August 3, 1964(under the name of Park Ambulance & Oxygen Services, Inc)
Five Counties Ambulance Service, Inc.	November 23, 1964
Sunrise Handicap Transport Corp.	May 11, 1981

5.The merger was adopted by each constituent corporation in the following manner.

(a)As to MedTrans of New York, Inc., by the unanimous written consent of the shareholders.

(b)As to-Associated Ambulance Service, Inc., by the unanimous written consent of the shareholders.

(c)As to Adam Transportation Services, Inc., by the unanimous written consent of the shareholders.

(d)As to Park Ambulance Service, Inc., by the unanimous written consent of the shareholders.

(e)As to Five Counties Ambulance Service, Inc., by the unanimous written consent of the shareholders.

(f)As to Sunrise Handicap Transport Corp., by the unanimous written consent of the shareholders.

6.The merger shall be effected on the 31st day of August, 1996.

4

IN WITNESS WHEREOF, we have signed this certificate on the 27th day of August, 1996, and we affirm the statements therein as true under penalties or perjury.

MedTrans of New York, Inc.
By:	/s/ Michael Forsayeth
	Michael Forsayeth - Vice-President
By:	/s/ Robert H. Byrne
	Robert H. Byrne - Secretary
Associated Ambulance Service, Inc.
By:	/s/ Michael Forsayeth
	Michael Forsayeth - Vice-President
By:	/s/ Robert H. Byrne
	Robert H. Byrne - Secretary
Adam Transportation, Inc.
By:	/s/ Michael Forsayeth
	Michael Forsayeth - Vice-President
By:	/s/ Robert H. Byrne
	Robert H. Byrne - Secretary
Park Ambulance Service, Inc.
By:	/s/ Michael Forsayeth
	Michael Forsayeth - Vice President
By:	/s/ Robert H. Byrne
	Robert H. Byrne - Secretary

5

SIGNATURES CONTINUED...

Five Counties Ambulance Service, Inc.
By:	/s/ Michael Forsayeth
	Michael Forsayeth - Vice President
By:	/s/ Robert H. Byrne
	Robert H. Byrne - Secretary
Sunrise Handicap Transport Corp.
By:	/s/ Michael Forsayeth
	Michael Forsayeth - Vice President
By:	/s/ Robert H. Byrne
	Robert H. Byrne - Secretary

6

CERTIFICATE OF MERGER

OF

ASSOCIATED AMBULANCE SERVICE, INC.

ADAM TRANSPORTATION, INC.

PARK AMBULANCE SERVICE, INC.

FIVE COUNTIES AMBULANCES SERVICE, INC.

SUNRISE HANDICAP TRANSPORT CORP.

INTO

MEDTRANS OF NEW YORK, INC.

UNDER SECTION 904 OF THE BUSINESS CORPORATION-LAW

LAIDLAW INC.

3221 N. SERVICE ROAD

BURLINGTON ONTARIO CANADA L7R 3Y8

7

At a Special Term of the

Supreme Court of the State

of New York, County of

Albany, held at the Court

House in Albany, New York,

on the 18 day of March, 1997

PRESENT:
HON.	, JUSTICE.

SUPREME COURT
COUNTY OF ALBANY	STATE OF NEW YORK

MEDTRANS OF NEW YORK, INC.,

ASSOCIATED AMBULANCE SERVICE, INC.,

ADAM TRANSPORTATION SERVICE, INC.,

PARK AMBULANCE SERVICE, INC.,

FIVE COUNTIES AMBULANCE SERVICE, INC. AND

SUNRISE HANDICAP TRANSPORT CORP.

Plaintiffs,

- AGAINST - ORDER

SECRETARY OF STATE OF THE STATE OF NEW YORK,

Defendant.

Plaintiffs, MEDTRANS OF NEW YORK, INC., ASSOCIATED AMBULANCE SERVICE, INC., ADAM TRANSPORTATION SERVICE, INC., PARK AMBULANCE SERVICE, INC., FIVE COUNTIES AMBULANCE SERVICE, INC. and SUNRISE HANDICAP TRANSPORT CORP. by their attorney, Lawrence A. Kirsch, Esq., by an Order To Show Cause having sought an Order in this Court annulling the filing of the Certificate of Merger of the above named corporations into MEDTRANS OF NEW YORK, INC. filed on the 31st day of August, 1996, with the Division of Corporations of the New York State Secretary of State’s Office, and upon

8

reading and filing the affidavit of Lawrence A. Kirsch, Esq., sworn to the 28th day of February, 1997, and the Defendant having no objection to such order, it is hereby

ORDERED, that the Certificate of Merger of ASSOCIATED AMBULANCE SERVICE, INC., ADAM TRANSPORTATION SERVICE, INC., PARK AMBULANCE SERVICE, INC., FIVE COUNTIES AMBULANCE SERVICE, INC. AND SUNRISE HANDICAP TRANSPORT CORP. into MEDTRANS OF NEW YORK, INC. filed in the Offices of the Division of Corporations of the New York Secretary of State’s Office on August 30, 1996, to be effective August 31, 1996 be annulled, and it is further

ORDERED, that the constituent corporations to the above merger be restored to the index of existing corporations of the Department of State, Division of Corporations, and it is further

ORDERED, that Plaintiffs file a copy of this Order with the Department of State, Division of Corporations with respect to each of the above named entities and pay the appropriate statutory filing fees for same.

9

Signed this 18 day of March, 1997, at Albany, New York.

/s/ Thomas W. Keegan

Hon.

Justice of the Supreme Court

STATE OF NEW YORK	)
	ss.:
COUNTY OF ALBANY CLERK’S OFFICE	)

I, THOMAS G. CLINGAN, Clerk of the said County, and also Clerk of the Supreme and County Courts, being Courts of Record held therein, DO HEREBY CERTIFY that I have compared the annexed copy order with the original thereof filed in this office on the 18 day of March, 1997 and that the same is a correct transcript therefrom, and of the whole of said original.

IN TESTIMONY WHEREOF, I have hereunto set my name and affixed my official seal, this 18 day of March, 1997.

/s/ Thomas G. Clingan, Clerk

10

COURT ORDER NULLIFYING

CERTIFICATE OF MERGER

OF

MEDTRANS OF NEW YORK, INC.

ASSOCIATED AMBULANCE SERVICE, INC.,

ADAM TRANSPORTATION SERVICE, INC.

PARK AMBULANCE SERVICE, INC.

FIVE COUNTIES AMBULANCE SERVICE, INC.

SUNRISE HANDICAP TRANSPORT CORP.

Filed by:

HARTER, SECREST & EMERY

700 MIDTOWN TOWER

ROCHESTER, NY 14604-2070

11

CERTIFICATE OF CHANGE

OF

FIVE COUNTIES AMBULANCE SERVICE. INC.

Under Section 805-A of the Business Corporation Law

1.The name of the corporation is

FIVE COUNTIES AMBULANCE SERVICE, INC.

If applicable, the original name under which it was formed is

2.The Certificate of Incorporation of said corporation was filed by the Department of State on 11-23-64.

3.The address of CT Corporation System as the registered agent of said corporation is hereby changed from CT CORPORATION SYSTEM, 1633 BROADWAY, NEW YORK, NY 10019 to 111 Eighth Avenue, New York, New York 10011.

4.The address to which the Secretary of State shall mail a copy of process in any action or proceeding against the corporation which may be served on him is hereby changed from c/o CT CORPORATION SYSTEM, 1633 BROADWAY, NEW YORK, NY 10019 to c/o CT Corporation System, 111 Eighth Avenue, New York, New York 10011.

5.Notice of the above changes was mailed to the corporation by CT Corporation System not less than 30 days prior to the date of delivery to the Department of State and such corporation has not objected thereto.

6.CT Corporation System is both the agent of such corporation to whose address the Secretary of State is required to mail copies of process and the registered agent of such corporation.

IN WITNESS WHEREOF, I have signed this certificate on September 1, 1999 and affirm the statements contained herein as true under penalties of perjury.

CT CORPORATION SYSTEM
By	/s/ Kenneth J. Uva
	Kenneth J. Uva
	Vice President

12

E9 - DRAWDOWN

CERTIFICATE OF CHANGE

OF

FIVE COUNTIES AMBULANCE SERVICE, INC.

Under Section 805-A of the Business Corporation Law

Filed by:	C T CORPORATION SYSTEM
	111 Eighth Avenue
	New York, New York 10011

NY Domestic Corporation - agent and/or process address

13

CERTIFICATE OF INCORPORATION OF

FIVE COUNTIES AMBULANCE SERVICE, INC.

UNDER SECTION 402 OF THE BUSINESS CORPORATION LAW

IT IS HEREBY CERTIFIED THAT:

(1)The name of the proposed corporation is

FIVE COUNTIES AMBULANCE SERVICE, INC.

(2)The purpose or purposes for which this corporation is formed, are as follows, to ,wit:

(a)To engage in the business of providing an ambulance service, to sell or rent hospital beds, equipment necessary for the comfort of the sick such as surgical supplies, canes, crutches, supports and to do anything ordinarily done by those engaged in that line of business.

(b)To do anything necessary for the accomplishment and furtherance of the powers set forth herein. The foregoing enumeration of specific powers shall not be held to limit or restrict in any manner, the general powers of the corporation and the enjoyment thereof, as conferred by the laws of the State of New York. This corporation may engage in any business that is legal under the laws of the State of New York.

(c)To acquire by purchase or otherwise hold, own, develop, improve, sell, convey, exchange, mortgage, lease and otherwise deal or trade in and dispose of real and personal property and any estate interest or right therein; to lend money or bonds secured by mortgage or real or personal property or otherwise; to erect, construct, alter, maintain and improve houses and buildings of every description on any lands of the corporation or upon any other lands, and to rebuild, alter and improve existing houses and buildings thereon, to the extent now or hereafter permitted by law.

(d)To purchase, exchange, hire, or otherwise acquire such personal property, chattels, rights, easements, permits, privileges, and franchises as may lawfully be purchased, exchanged, hired or acquired under the Business Corporation Law of the State of New York.

(e)To borrow money for its corporate purposes, and to make, accept, endorse, execute and issue promissory notes, bills of exchange, bonds, debentures or other obligations from time to time, for the purchase of property or for any purpose in or about the business of the company, and, if deemed proper to secure the payments of any such obligations by mortgage, pledge, deed of trust or otherwise.

14

(f)The foregoing clauses shall be construed both as objects and powers and it is hereby expressly provided that the foregoing enumeration of specific powers shall not be held to limit or restrict in any manner the general and implied powers of this corporation.

(3)  The office of the corporation is to be located in the Village of Freeport of                            County of Nassau, State of New York.

(4)  The aggregate number of shares which the corporation shall have authority to issue is two Hundred (200) shares all of which shall be without par value.

(5)  The Secretary of State is designated as agent of the corporation upon whom process against it may he served. The post office address to which the Secretary of State shall mail a copy of any process against the corporation served upon him is 145 West Sunrise Highway, Freeport, New York The corporation, in furtherance of its corporate purposes above set forth, shall have all of the powers enumerated in Section 202 of the Business Corporation Law, subject to any limitations provided in the Business Corporation Law or any other statute of the State of New York.

The undersigned incorporator, or each of them if there are more than one, is of the age of twenty-one years or over.

IN WITNESS WHEREOF, this certificate has been executed this 20th day of November 1964.

Victor L. Carpentier	/s/ Victor L. Carpentier
Type name of incorporator	Signature
84-53 Avon Street, Jamaica, New York
Address
Type name of incorporator	Signature
Address
Type name of incorporator	Signature
Address

15

STATE OF NEW YORK	)
	) ss.:
COUNTY OF QUEENS	)

On this 20th day of November 1964, before me personally came Victor L. Carpentier to me known to be the person described in and who executed the foregoing certificate of incorporation and he thereupon duly acknowledged to me that he executed the same.

/s/ X

CERTIFICATE OF INCORPORATION

of

FIVE COUNTIES AMBULANCE SERVICE, INC.

under Section 402 of the Business Corporation Law

Filed By:	Victor L. Carpentier
	Office and Post Office Address
	160-09 Hillside Avenue

Jamaica 32, N.Y.

16

EX-3.116

Exhibit 3.116

BY-LAWS

of

FIVE COUNTIES AMBULANCE SERVICE, INC.

ARTICLE I - OFFICES

The principal office of the corporation shall be in the Village of Freeport County of Nassau State of New York. The corporation may also have offices at such other places within or without the State of New York as the board may from time to time determine or the business of the corporation may require.

ARTICLE II - SHAREHOLDERS

1.PLACE OF MEETINGS.

Meetings of shareholders shall be held at the principal office of the corporation or at such place within or without the State of New York as the board shall authorize.

2.ANNUAL MEETING.

The annual meeting of the shareholders shall be held on the 24th day of November at 10:00 A.M. in each year if, not a legal holiday, and, if a legal holiday, then on the next business day following at the same hour, when the shareholders shall elect a board and transact such other business as may properly come before the meeting.

3.SPECIAL MEETINGS.

Special meetings of the shareholders may be called by the board or by the president and shall be called by the president or the secretary at the request in writing of a majority of the board or at the request in writing by shareholders owning a majority in amount of the shares issued and outstanding. Such request shall state the purpose or purposes of the proposed meeting. Business transacted at a special meeting shall be confined to the purposes stated in the notice.

4.FIXING RECORD DATE.

For the purpose of determining the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action, the board shall fix, in advance, a date as the record date for any such determination of shareholders. Such date shall not be more than fifty nor less than ten days before the date of such meeting, nor more than fifty days prior to any other action. If no record date is fixed it shall be determined in accordance with the provisions of law.

5.NOTICE OF MEETINGS OF SHAREHOLDERS.

Written notice of each meeting of shareholders shall state the purpose or purposes for which the meeting is called, the place, date and hour of the meeting and unless it is the annual meeting, shall indicate that it is being issued by or at the direction of the person or persons calling the meeting. Notice shall be given either personally or by mail to each shareholder entitled to vote at such meeting, not less than ten nor more than fifty days before the date of the meeting. If action is proposed to be taken that might entitle shareholders to payment for their shares, the notice shall include a statement of that purpose and to that effect. If mailed, the notice is given when deposited in the United States mail, with postage thereon prepaid, directed to the shareholder at his address as it appears on the record of shareholders, or, if he shall have filed with the secretary a written request that notices to him be mailed to some other address, then directed to him at such other address.

6.WAIVERS.

Notice of meeting need not be given to any shareholder who signs a waiver of notice, in person or by proxy, whether before or after the meeting. The attendance of any shareholder at a meeting, in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of notice by him.

7.QUORUM OF SHAREHOLDERS.

Unless the certificate of incorporation provides otherwise, the holders of a majority of the shares entitled to vote thereat shall constitute a quorum at a meeting of shareholders for the transaction of any business, provided that when a specified item of business is required to be voted on by a class or classes, the holders of a majority of the shares of such class or classes shall constitute a quorum for the transaction of such specified item of business.

When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any shareholders.

The shareholders present may adjourn the meeting despite the absence of a quorum.

8.PROXIES.

Every shareholder entitled to vote at a meeting of shareholders or to express consent or dissent without a meeting may authorize another person or persons to act for him by proxy.

Every proxy must be signed by the shareholder or his attorney-in-fact. No proxy shall be valid after expiration of eleven months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the shareholder executing it, except as otherwise provided by law.

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9.QUALIFICATION OF VOTERS.

Every shareholder of record shall be entitled at every meeting of shareholders to one vote for every share standing in his name on the record of shareholders, unless otherwise provided in the certificate of incorporation.

10.VOTE OF SHAREHOLDERS.

Except as otherwise required by statute or by the certificate of incorporation;

(a) directors shall be elected by a plurality of the votes cast at a meeting of shareholders by the holders of shares entitled to vote in the election;

(b) all other corporate action shall be authorized by a majority of the votes cast.

11.WRITTEN CONSENT OF SHAREHOLDERS.

Any action that may be taken by vote may be taken without a meeting on written consent, setting forth the action so taken, signed by the holders of all the outstanding shares entitled to vote thereon or signed by such lesser number of holders as may be provided for in the certificate of incorporation.

ARTICLE III - DIRECTORS

1.BOARD OF DIRECTORS.

Subject to any provision in the certificate of incorporation the business of the corporation shall be managed by its board of directors, each of whom shall be at least 21 years of age and be shareholders.

2.NUMBER OF DIRECTORS.

The number of directors shall be two. When all of the shares are owned by less than three shareholders, the number of directors may be less than three but not less than the number of shareholders.

3.ELECTION AND TERM OF DIRECTORS.

At each annual meeting of shareholders, the shareholders shall elect directors to hold office until the next annual meeting. Each director shall hold office until the expiration of the term for which he is elected and until his successor has been elected and qualified, or until his prior resignation or removal.

4.NEWLY CREATED DIRECTORSHIPS AND VACANCIES.

Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the board for any reason except the removal of directors without cause may be filled by a vote of a majority of the directors then in office, although less than a quorum exists, unless otherwise provided in the certificate of incorporation. Vacancies occurring by

3

reason of the removal of directors without cause shall be filled by vote of the shareholders unless otherwise provided in the certificate of incorporation. A director elected to fill a vacancy caused by resignation, death or removal shall be elected to hold office for the unexpired term of his predecessor.

5.REMOVAL OF DIRECTORS.

Any or all of the directors may be removed for cause by vote of the shareholders or by action of the board. Directors may be removed without cause only by vote of the shareholders.

6.RESIGNATION.

A director may resign at any time by giving written notice to the board, the president or the secretary of the corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.

7.QUORUM OF DIRECTORS.

Unless otherwise provided in the certificate of incorporation, a majority of the entire board shall constitute a quorum for the transaction of business or of any specified item of business.

8.ACTION OF THE BOARD.

Unless otherwise required by law, the vote of a majority of the directors present at the time of the vote, if a quorum is present at such time, shall be the act of the board. Each director present shall have one vote regardless of the number of shares, if any, which he may hold.

9.PLACE AND TIME OF BOARD MEETINGS.

The board may hold its meetings at the office of the corporation or at such other places, either within or without the State of New York, as it may from time to time determine.

10.REGULAR ANNUAL MEETING.

A regular annual meeting of the board shall be held immediately following the annual meeting of shareholders at the place of such annual meeting of shareholders.

11.NOTICE OF MEETINGS OF THE BOARD, ADJOURNMENT.

(a) Regular meetings of the board may be held without notice at such time and place as it shall from time to time determine. Special meetings of the board shall be held upon notice to the directors and may be called by the president upon three days notice to each director either personally or by mail or by wire; special meetings shall be called by the president or by the secretary in a like manner on written request of two directors. Notice of a meeting need not be given to any director who submits a waiver of notice whether before or after the meeting or who

4

attends the meeting without protesting prior thereto or at its commencement, the lack of notice to him.

(b) A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of the adjournment shall be given all directors who were absent at the time of the adjournment and, unless such time and place are announced at the meeting, to the other directors.

12.CHAIRMAN.

At all meetings of the board the president, or in his absence, a chairman chosen by the board shall preside.

13.EXECUTIVE AND OTHER COMMITTEES.

The board, by resolution adopted by a majority of the entire board, may designate from among its members an executive committee and other committees, each consisting of three or more directors. Each such committee shall serve at the pleasure of the board.

14.COMPENSATION.

No compensation shall be paid to directors, as such, for their services, but by resolution of the board a fixed sum and expenses for actual attendance, at each regular or special meeting of the board may be authorized. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor,

ARTICLE IV - OFFICERS

1.OFFICES, ELECTION, TERM.

(a) Unless otherwise provided for in the certificate of incorporation, the board may elect or appoint a president, one or more vice-presidents, a secretary and a treasurer, and such other officers as it may determine, who shall have such duties, powers and functions as hereinafter provided.

(b) All officers shall be elected or appointed to hold office until the meeting of the board following the annual meeting of shareholders.

(c) Each officer shall hold office for the term for which he is elected or appointed and until his successor has been elected or appointed and qualified.

2.REMOVAL, RESIGNATION, SALARY, ETC.

(a) Any officer elected or appointed by the board may be removed by the board with or without cause.

(b) In the event of the death, resignation or removal of an officer, the board in its discretion may elect or appoint a successor to fill the unexpired term.

5

(c) Any two or more offices may be held by the same person, except the offices of president and secretary.

(d) The salaries of all officers shall be fixed by the board.

(e) The directors may require any officer to give security for the faithful performance of his duties.

3.PRESIDENT.

The president shall be the chief executive officer of the corporation; he shall preside at all meetings of the shareholders and of the board; he shall have the management of the business of the corporation and shall see that all orders and resolutions of the board are carried into effect.

4.VICE-PRESIDENTS.

During the absence or disability of the president, the vice-president, or if there are more than one, the executive vice-president, shall have all the powers and functions of the president. Each vice-president shall perform such other duties as the board shall prescribe.

5.SECRETARY.

The secretary shall:

(a) attend all meetings of the board and of the shareholders;

(b) record all votes and minutes of all proceedings in a book to be kept for that purpose;

(c) give or cause to be given notice of all meetings of shareholders and of special meetings of the board;

(d) keep in safe custody the seal of the corporation and affix it to any instrument when authorized by the board;

(e) when required, prepare or cause to be prepared and available at each meeting of shareholders a certified list in alphabetical order of the names of shareholders entitled to vote thereat, indicating the number of shares of each respective class held by each;

(f) keep all the documents and records of the corporation as required by law or otherwise in a proper and safe manner.

(g) perform such other duties as may be prescribed by the board.

6.ASSISTANT-SECRETARIES.

During the absence or disability of the secretary, the assistant-secretary, or if there are more than one, the one so designated by the secretary or by the board, shall have all the powers and functions of the secretary.

6

7.TREASURER.

The treasurer shall:

(a) have the custody of the corporate funds and securities;

(b) keep full and accurate accounts of receipts and disbursements in the corporate books;

(c) deposit all money and other valuables in the name and to the credit of the corporation in such depositories as may be designated by the board;

(d) disburse the funds of the corporation as may be ordered or authorized by the board and preserve proper vouchers for such disbursements;

(e) render to the president and board at the regular meetings of the board, or whenever they require it, an account of all his transactions as treasurer and of the financial condition of the corporation;

(f) render a full financial report at the annual meeting of the shareholders if so requested;

(g) be furnished by all corporate officers and agents at his request, with such reports and statements as he may require as to all financial transactions of the corporation;

(h) perform such other duties as are given to him by these by-laws or as from time to time are assigned to him by the board or the president.

8.ASSISTANT-TREASURER.

During the absence or disability of the treasurer, the assistant-treasurer, or if there are more than one, the one so designated by the secretary or by the board, shall have all the powers and functions of the treasurer.

9.SURETIES AND BONDS.

In case the board shall so require, any officer or agent of the corporation shall execute to the corporation a bond in such sum and with such surety or sureties as the board may direct, conditioned upon the faithful performance of his duties to the corporation and including responsibility for negligence and for the accounting for all property, funds or securities of the corporation which may come into his hands.

ARTICLE V - CERTIFICATES FOR SHARES

1.CERTIFICATES.

The shares of the corporation shall be represented by certificates. They shall be numbered and entered in the books of the corporation as they are issued. They shall exhibit the

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holder’s name and the number of shares and shall be signed by the president or a vice-president and the treasurer or the secretary and shall bear the corporate seal.

2.LOST OR DESTROYED CERTIFICATES.

The board may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation, alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to be lost or destroyed. When authorizing such issue of a new certificate or certificates, the board may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or give the corporation a bond in such sum and with such surety or sureties as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost or destroyed.

3.TRANSFERS OF SHARES.

(a) Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, and cancel the old certificate; every such transfer shall be entered on the transfer book of the corporation which shall be kept at its principal office. No transfer shall be made within ten days next preceding the annual meeting of shareholders.

(b) The corporation shall be entitled to treat the holder of record of any share as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person whether or not it shall have express or other notice thereof, except as expressly provided by the laws of New York.

4.CLOSING TRANSFER BOOKS.

The board shall have the power to close the share transfer books of the corporation for a period of not more than ten days during the thirty day period immediately preceding (1) any shareholders’ meeting, or (2) any date upon which shareholders shall be called upon to or have a right to take action without a meeting, or (3) any date fixed for the payment of a dividend or any other form of distribution, and only those shareholders of record at the time the transfer books are closed, shall be recognized as such for the purpose of (1) receiving notice of or voting at such meeting, or (2) allowing them to take appropriate action, or (3) entitling them to receive any dividend or other form of distribution.

ARTICLE VI - DIVIDENDS

Subject to the provisions of the certificate of incorporation and to applicable law, dividends on the outstanding shares of the corporation may be declared in such amounts and at such time or times as the board may determine. Before payment of any dividend, there may be set aside out of the net profits of

8

the corporation available for dividends such sum or sums as the board from time to time in its absolute discretion deems proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the board shall think conducive to the interests of the corporation, and the board may modify or abolish any such reserve.

ARTICLE VII - CORPORATE SEAL

The seal of the corporation shall be circular in form and bear the name of the corporation, the year of its organization and the words “Corporate Seal, New York.” The seal may be used by causing it to be impressed directly on the instrument or writing to be sealed, or upon adhesive substance affixed thereto. The seal on the certificates for shares or on any corporate obligation for the payment of money may be a facsimile, engraved or printed.

ARTICLE VIII - EXECUTION OF INSTRUMENTS

All corporate instruments and documents shall be signed or counter-signed, executed, verified or acknowledged by such officer or officers or other person or persons as the board may from time to time designate.

ARTICLE IX - FISCAL YEAR

The fiscal year shall begin the first day of November in each year.

ARTICLE X - REFERENCES TO CERTIFICATE OF INCORPORATION

Reference to the certificate of incorporation in these by-laws shall include all amendments thereto or changes thereof unless specifically excepted.

ARTICLE XI - BY-LAW CHANGES

AMENDMENT, REPEAL, ADOPTION, ELECTION OF DIRECTORS.

(a) Except as otherwise provided in the certificate of incorporation the by-laws may be amended, repealed or adopted by vote of the holders of the shares at the time entitled to vote in the election of any directors. By-laws may also be amended, repealed or adopted by the board but any by-law adopted by the board may be amended by the shareholders entitled to vote thereon as hereinabove provided.

(b) If any by-law regulating an impending election of directors is adopted, amended or repealed by the board, there shall be set forth in the notice of the next meeting of shareholders for the election of directors the by-law so adopted, amended or repealed, together with a concise statement of the changes made.

9

EX-3.117

Exhibit 3.117

ARTICLES OF INCORPORATION

OF

FLORIDA EMERGENCY PARTNERS, INC.

Pursuant to the provisions of Article 3.01 of the Texas Business Corporation Act, the undersigned Incorporator adopts the following Articles of Incorporation:

ARTICLE I

The name of the corporation is Florida Emergency Partners, Inc.

ARTICLE II

The period of duration of the corporation is perpetual.

ARTICLE III

The purpose for which the corporation is organized is to transact any and all lawful business for which corporations may be organized under the Texas Business Corporation Act.

ARTICLE IV

The aggregate number of shares which the corporation shall be authorized to issue is One Thousand (1,000) shares of Common Stock of the par value of one cent ($.01) per share.

ARTICLE V

The corporation will not commence business until it has received for the issuance of its shares consideration of the value of at least One Thousand Dollars ($1,000), consisting of money, labor done or property actually received.

ARTICLE VI

The street address of the initial registered office of the corporation is 1212 Guadalupe, Suite 102, Austin, Texas 78701, and the name of the initial registered agent for the corporation at such address is Capitol Corporate Services, Inc.

ARTICLE VII

The initial Board of Directors of the corporation shall consist of three members whose names and addresses are as follows:

Name	Address
Zebulon L. Osborne	141 Waterman Avenue
	Mount Dora, Florida 32757

William E. Compton	141 Waterman Avenue
	Mount Dora, Florida 32757
Seth D. Ellis	141 Waterman Avenue
	Mount Dora, Florida 32757

ARTICLE VIII

The corporation shall indemnify its directors and officers from and against any and all liabilities, costs and expenses incurred by them in such capacities to the fullest extent permitted by the Texas Business Corporation Act, as presently in effect and as may be hereafter amended, and shall have the power to purchase and maintain liability insurance coverage for those persons or make and maintain other arrangements on such persons’ behalf as, and to the fullest extent, permitted by the Texas Business Corporation Act, as presently in effect and as may be hereafter amended.

ARTICLE IX

A director of the corporation shall not be liable to the corporation or its shareholders for monetary damages for an act or omission in such director’s capacity as a director, except for liability of such director for (1) a breach of such director’s duty of loyalty to the corporation or its shareholders; (2) an act or omission not in goad faith that constitutes a breach of duty of the director to the corporation or an act or omission that involves intentional misconduct or a knowing violation of the law, (3) a transaction from which such director received an improper benefit, whether or not the benefit resulted from an action taken within the scope of such director’s office; or (4) an act or omission for which the liability of such director is expressly provided by an applicable statute. No amendment to or repeal of this Article IX shall apply to or have any effect upon the liability or alleged liability of any director of the corporation for or with respect to any act or omission of such director occurring prior to such amendment or repeal.

ARTICLE X

No shareholder of the corporation shall, by reason of his holding shares of any class of the capital stock of the corporation, have any preemptive or preferential right, other than such preemptive or preferential rights, if any, as the Board of Directors in its discretion may fix, to purchase, subscribe to or otherwise acquire any unissued or treasury shares of any class of the capital stock of the corporation, now or hereafter to he authorized, or any notes, debentures, bonds or other securities convertible into, exchangeable for, or carrying or accompanied by warrants, options or rights to purchase or subscribe to shares of any class of the capital stock of the corporation, now or hereafter to be authorized, whether or not the issuance of any such shares of capital stock or such notes, debentures, bonds or other securities would adversely affect the dividend or voting rights of such shareholder, and the Board of Directors may issue shares of any class of the capital stock of the corporation, now or hereafter to be authorized, or any notes, debentures, bonds or other securities convertible into, exchangeable for, or carrying or accompanied by warrants, options or rights to purchase or subscribe to shares of any class of the capital stock of the corporation, now or hereafter to be authorized, without offering any such

shares of any class of capital stock of the corporation, either in whole or in part, to the existing shareholders of any class of the capital stock of the corporation.

ARTICLE XI

Cumulative voting by the shareholders of the corporation at any election for directors or upon any other matter is expressly prohibited, and the directors of the corporation shall be elected by plurality vote of the shareholders entitled to vote at such election.

ARTICLE XII

Any action required by the Texas Business Corporation Act, as amended, to be taken at any annual or special meeting of shareholders, or any action which may be taken at any annual or special meeting of shareholders, may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holder or holders of shares having not more than the minimum number of votes that would be necessary to take such action at a meeting at which the holders of all shares entitled to vote on the action were present and voted.

ARTICLE XIII

The undersigned Incorporator, Steven A. Elder, is a natural person of the age of eighteen (18) years or more whose address is 112 E. Pecan Street, Suite 1800, San Antonio, Texas 78205.

EXECUTED this 17 day of June, 1996.

/s/ Steven A. Elder

Steven A. Elder

Incorporator

Office of the
Secretary of State Corporations
Section
P.O. Box 13697
Austin, Texas 78711-3697

STATEMENT OF CHANGE OF REGISTERED OFFICE OR
REGISTERED AGENT OR BOTH BY A CORPORATION
LIMITED LIABILITY COMPANY OR LIMITED PARTNERSHIP

1.  The name of the entity is Florida Emergency Partners, Inc.

The entity’s charter/certificate of authority/file number is 0140436700

2.  The registered office address as PRESENTLY shown in the records of the Texas secretary of state is: 1212 Guadalupe, Ste. 102, Austin, TX

3.  A.  The address of the NEW registered office is: (Please provide street address, city, state and zip code.  The address must be in Texas.) c/o C T CORPORATION SYSTEM, 350 N. St. Paul Street, Dallas, TX 75201

OR  B.  The registered office address will not change.

4.  The name of the registered agent as PRESENTLY shown in the records of the Texas secretary of state is Capitol Corporate Services, Inc.

5.  A.  The name of the NEW registered agent is C T CORPORATION SYSTEM

OR  B.  The registered agent will not change.

6.  Following the changes shown above, the address of the registered office and the address of the office of the registered agent will continue to be identical, as required by law.

7.  The changes shown above were authorized by:

Business Corporation may select A or B Limited Liability Companies may select D or E

Non-Profit Corporations may select A, B or C Limited Partnerships select F

A. oThe board of directors; OR

B. xAn officer of the corporation so authorized by the board of directors; OR

C. oThe members of the corporation in whom management of the corporation is vested pursuant to article 2.14C of the Texas Non-Profit Corporation Act

D. oIts members

E. oIts managers

F. oThe limited partnership

/s/Joshua Gaines

(Authorized Officer of Corporation)
(Authorized Member or Manager of LLC)
(General Partner of Limited
Partnership)

Joshua Gaines

(TEXAS – 2231 – 12/28/95)

Office of the
Secretary of State Corporations
Section
P.O. Box 13697
Austin, Texas 78711-3697

STATEMENT OF CHANGE OF
ADDRESS OF REGISTERED AGENT

1.The name of the entity represented is See Attached List

The entity’s file number is See Attached List

2.The address at which the registered agent has maintained the registered office address for such entity is: (Please provide street address, city, state and zip code presently shown in the records of the secretary of state.) 1212 Guadalupe, Suite 102, Austin, TX 78201

3.The address at which the registered agent will hereafter maintain the registered office address for such entity is: (Please provide street address, city, state and zip code.  The address must be in Texas.) 800 Brazos, Suite 1100, Austin, TX 78701

4.Notice of change of address has been given to said entity in writing at least 10 business days prior to the submission of this filing.

Executed on:	November 6, 1998
		Capital Corporate Services, Inc.
		Name of registered agent
		/s/[illegible] Roberts
		Signature of registered agent

IF THE ENTITY REPRESENTED IS A LIMITED PARTNERSHIP, COMPLETE THE FOLLOWING ACKNOWLEDGEMENT.  AN ACKNOWLEDGEMENT ISNOT REQUIRED IF THE ENTITY IS A CORPORATION OR A LIMITED LIABILITY COMPANY.

State of Texas	§
County of                              §

This instrument was acknowledged before me on			by
		(date)
	(name of person acknowledging)

(Notary Seal)

Signature of Notary

Notary Public, State of Texas

Form 401	Statement of Change of Registered Office/Agent
Secretary of State
P.O. Box 13697 Austin, TX 78711-3697 FAX: 512/463-5709 Filing Fee: See Instructions		Filed in the Office of the Secretary of State of Texas Filing #: 140436700 02/20/2006 Document #: 117983280004 Image Generated Electronically for Web Filing
	Entity Information

The name of the entity is:

FLORIDA EMERGENCY PARTNERS, INC.

The file number issued to the entity by the secretary of state is: 140436700

The registered agent and registered office of the entity as currently shown on the records of the secretary of state are:

CT CORPORATION SYSTEM

350 N. ST. PAUL STREET, Dallas, TX, USA 75201

Change to Registered Agent/Registered Office

The following changes are made to the registered agent and/or office information of the named entity:

Registered Agent Change

xA. The new registered agent is an organization (cannot be entity named above) by the name of:

CORPORATION SERVICE COMPANY D/B/A CSC-LAWYERS INCORPORATING SERVICE COMPANY

OR

oB. The new registered agent is an individual resident of the state whose name is:

Registered Office Change

xC. The business address of the registered agent and the registered office address is changed to:

701 BRAZOS STREET. SUITE 1050, AUSTIN, TX, USA 78701

The street address of the registered office as stated in this instrument is the same as the registered agent’s business address.

Statement of Approval

The change specified in this statement has been authorized by the entity in the manner required by the BOC or in the manner required by the law governing the filing entity, as applicable.

Effectiveness of Filing

xA. This document becomes effective when the document is filed by the secretary of state.

oB. This document becomes effective at a later date, which is not more than ninety (90) days from the date of its filing by the secretary of state. The delayed effective date is:

Execution

The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument.

Date:	February 20, 2006	RANDY OWEN
		Signature and title of authorized
		person(s)(see instructions)

FILING OFFICE COPY

EX-3.118

Exhibit 3.118

BY-LAWS

OF

FLORIDA EMERGENCY PARTNERS, INC.

(the “Company”)

ARTICLE I

OFFICES

Section 1. Principal Office. The principal office of the Company shall be in San Antonio, Texas.

Section 2. Other Offices. The Company may also have offices at such other places both within and without the State of Texas as the Board of Directors may from time to time determine or the business of the Company may require.

ARTICLE II

SHAREHOLDERS

Section 1. Time and Place of Meeting. All meetings of the shareholders shall be held at such time and at such place within or without the State of Texas as shall be determined by the Board of Directors.

Section 2. Annual Meetings. The annual meeting of the shareholders shall be held at each time and place within or without the state of Texas as may be determined by the Board of Directors.

Section 3. Special Meetings. Special meetings of the shareholders may be called at any time by the President or the Board of Directors, and shall be called by the President or Secretary at the request in writing of the holders of not less then ten percent (10%) of the shares issued outstanding and entitled to vote at the meeting. Such request shall state the purpose or purposes of the proposed special meeting. The purpose or purposes of any such special meeting shall be stated in the call and notice thereof. Business transacted at special meetings of shareholders shall be confined to the purposes stated in the notice of the special meeting.

Section 4. Notice. Written or printed notice stating the place, day and hour of any shareholders’ meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, either personally or by mail, by or at the direction of the President, Secretary, or the officer or person calling the meeting, to each shareholder of record

entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, postage prepaid, to the shareholder at his address as it appears on the stock transfer books of the Company. Any notice required to be given to a shareholder pursuant to this Section 4 or any other provision of these By-Laws, the Articles of Incorporation of the Company or any provision of the Texas Business Corporation Act (herein called the “Act”) need not be given to such shareholder if (a) notice of two (2) consecutive annual meetings of shareholders of the Company, and all notices of meetings of shareholders of the Company held during the period between such annual meetings, if any, or (b) all (but in no event less than two (2)) payments (if sent by first class mail) of distributions or interest on securities of the Company during any twelve-month period, have been mailed to such shareholder at his address as shown on the records of the Company and have been returned undeliverable, and any action or meeting of shareholders of the Company taken or held without notice to such shareholder shall have the same force and effect as if notice had been duly given to such shareholder; provided, however, that if such shareholder delivers to the Company a written notice setting forth his or her then current address, the requirement that notice be given to such shareholder shall be reinstated.

Section 5. Record Date. The Board of Directors may fix in advance a record date for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such record date to be not less than ten (10) nor more than sixty (60) days prior to such meeting, or the Board of Directors may close the stock transfer books for such purpose for a stated period of not less than ten (10) nor more than sixty (60) days prior to such meeting. In the absence of any action by the Board of Directors, the date upon which the notice of the meeting is mailed shall be the record date. In the event that a special meeting of shareholders is called by shareholders, the record date for determining shareholders entitled to call such meeting shall be the date on which the first shareholder calling such special meeting signs the call or notice of that meeting.

Section 6. List of Shareholders. The officer or agent of the Company having charge of the stock transfer books for shares of the Company shall make, at least ten (10) days before each meeting of the shareholders, a complete list of the shareholders entitled to vote at such meeting or any adjournment thereof, arranged in alphabetical order, with the address of and the number of voting shares held by each, which list, for a period of ten (10) days prior to such meeting, shall be kept on file at the registered office of the Company and shall be subject to inspection by any such shareholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting. The original stock transfer books shall be prima facie evidence as to who are the shareholders entitled to examine such list or transfer books or to vote at any meetings of shareholders.

Section 7. Quorum. The holders of a majority of the issued and outstanding shares entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business, except as otherwise provided by the Act. If, however, such quorum shall not be present or represented at any meeting of the shareholders, the shareholders entitled to vote, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. When any adjourned meeting is

2

reconvened and a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. Once a quorum is constituted, the shareholders present or represented by proxy at a meeting may continue to transact business until adjournment, notwithstanding the subsequent withdrawal therefrom of such number of shareholders as to leave less than a quorum.

Section 8. Voting. When a quorum is present at any meeting, the vote of the holders of a majority of the shares present or represented by proxy at such meeting and entitled to vote shall be the act of the shareholders, unless the vote of a different number is required by the Act, the Articles of Incorporation of the Company or these By-Laws. Each shareholder shall at every meeting of the shareholders be entitled to one vote in person or by proxy for each share having voting power held by such shareholder.

Section 9. Proxy. Every proxy must be executed in writing by the shareholder or by his duly authorized attorney-in-fact, and shall be filed with the Secretary of the Company prior to or at the time of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution unless otherwise provided therein. Each proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and the proxy is coupled with an interest. Proxies coupled with an interest include the appointment as proxy of:

(a) a pledgee;

(b) a person who purchased or agreed to purchase, or owns or holds an option to purchase, the shares covered by such proxy;

(c) a creditor of the Company who extended credit to the Company under terms requiring appointment of the creditor as proxy;

(d) an employee of the Company whose employment contract requires appointment of the employee as proxy; and

(e) a party to a voting agreement entered into pursuant to and in compliance with applicable provisions of the Act.

Section 10. Action by Written Consent. Any action required or permitted to be taken at any meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by the holder or holders of shares having not less than the minimum number of votes that would be necessary to take such action at a meeting at which the holders of all shares entitled to vote on the action were present and voted, and such consent shall have the same force and effect as a unanimous vote of shareholders.

Section 11. Meetings by Conference Telephone. Shareholders may participate in and hold meetings of shareholders by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such a meeting shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

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ARTICLE III

DIRECTORS

Section 1. Number of Directors. The number of Directors of the Corporation shall be three (3), subject to increase or decrease as provided herein. The number of directors may be changed from time to time by the vote of a majority of the entire Board of Directors, but no decrease in the number of directors shall have the effect of reducing the term of any incumbent director. Directors shall be elected at the annual meeting of shareholders or at any special meeting of shareholders called for that purpose, except as provided in Section 8 of this Article, and each director shall hold office until his successor is elected and qualified. Directors need not be shareholders of the Corporation or residents of the State of Texas.

Section 2. Vacancies. Notwithstanding the fact that the remaining directors may constitute less than a quorum of the Board of Directors as fixed by Section 8 of this Article, the affirmative vote of a majority of the remaining directors may fill any vacancy occurring in the Board of Directors and, during the period between any two successive annual meetings of the shareholders, may fill a maximum of two (2) vacant directorships resulting from an increase in the number of directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. A directorship to be filled by reason of an increase in the number of directors may be filled by the Board of Directors for a term of office continuing only until the next election of one or more directors by the shareholders. Any directorship to be filled by reason of an increase in the number of directors may also be filled by election at an annual meeting or at a special meeting of shareholders called for that purpose. At any annual meeting of shareholders, or any special meeting called for such purpose, any director may be removed from office, for or without cause, though his term may not have expired.

Section 3. General Powers. The business of the Company shall be managed by its Board of Directors, which may exercise any and all powers of the Company and do any and all such lawful acts and things as are not by the Act, the Articles of Incorporation of the Company or by these By-Laws directed or required to be exercised or done by the shareholders.

Section 4. Place of Meetings. The directors of the Company may hold their meetings, both regular and special, either within or without the State of Texas.

Section 5. Annual Meetings. The first meeting of each newly elected Board of Directors shall be held without further notice immediately following the annual meeting of the shareholders, and at the same place, unless by unanimous consent of the directors then elected and serving such time or place shall be changed.

Section 6. Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by the Board of Directors.

Section 7. Special Meetings. Special meetings of the Board of Directors may be called by the President of the Company on two (2) days’ notice to each director, with such notice to be given personally, by mail or by telex, telegraph or mailgram. Special meetings shall be

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called by the President or Secretary of the Company in like manner and on like notice on the written request of any one (1) director.

Section 8. Quorum and Voting. At all meetings of the Board of Directors the presence of at least a majority of the number of directors fixed by Section 1 of this Article shall be necessary and sufficient to constitute a quorum for the transaction of business, and the affirmative vote of at least a majority of the number of directors fixed by Section 1 of this Article shall be the act of the Board of Directors, except as may be otherwise specifically provided by the Act, the Articles of Incorporation of the Company or these By-Laws. If a quorum shall not be present at any meeting of directors, the directors present thereat may adjourn the meeting from time to time without notice other than announcement at the meeting, until a quorum shall be present.

Section 9. Committees. The Board of Directors may, by resolution passed by a majority of the whole Board, designate committees, each committee to consist of one or more directors, which committees shall have such power and authority and shall perform such functions as may be provided in such resolution. Such committee or committees shall have such name or names as may be designated by the Board of Directors and shall keep regular minutes of their proceedings and report the same to the Board of Directors when required.

Section 10. Compensation of Directors. Directors, as such, shall not receive any stated salary for their services, but, by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Directors; provided that nothing herein contained shall be construed to preclude any director or directors from serving the Company in any other capacity and receiving compensation therefor.

Section 11. Action by Written Consent. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee designated by the Board of Directors may be taken without a meeting if a written consent, setting forth the action so taken, is signed by all the members of the Board of Directors or of such committee, and such consent shall have the same force and effect as a unanimous vote at a meeting.

Section 12. Meetings by Conference Telephone. Members of the Board of Directors or members of any committee designated by the Board of Directors may participate in and hold a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such a meeting shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Section 13. Resignations. Each director shall have the right to resign at any time upon written notice of such resignation to the President or Secretary of the Company. Unless otherwise specified in such written notice, the resignation shall take effect upon the receipt thereof, and acceptance of such resignation shall not be necessary to make same effective.

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ARTICLE IV

NOTICES

Section 1. Form of Notice. Whenever under the provisions of the Act, the Articles of Incorporation of the Company or these By-Laws notice is required to be given to any director or shareholder, and no provision is made as to how such notice shall be given, notice shall not be construed to mean personal notice, but any such notice may be given in writing, by mail, postage prepaid, addressed to such director or shareholder at such address as appears on the books of the Company, or by telex, telegraph or mailgram. Any notice required or permitted to be given by mail shall be deemed to be given at the time when the same is deposited, postage prepaid, in the United States mail as aforesaid.

Section 2. Waiver. Whenever any notice is required to be given to any director or shareholder of the Company under the provisions of the Act, the Articles of Incorporation of the Company or these By-Laws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether signed before or after the time stated in such waiver, shall be deemed equivalent to the giving of such notice.

ARTICLE V

OFFICERS

Section 1. In General. The officers of the Company shall be elected by the Board of Directors and shall be a President, a Secretary and a Treasurer. The Board of Directors may also, if it chooses to do so, elect a Chairman of the Board, one or more Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers and such other officers and agents as it shall deem necessary, all of whom shall also be officers of the Company. Two or more offices may be held by the same person.

Section 2. Election. The Board of Directors at its first meeting after each annual meeting of the shareholders shall elect a President and, if it so chooses, may elect a Chairman of the Board, both of whom shall be members of the Board of Directors, but the other officers need not be members of the Board of Directors. The Board of Directors shall in addition elect at such meeting a Vice President, a Secretary and a Treasurer and may appoint such other officers and agents as it shall deem necessary, and may determine the salaries of all officers and agents from time to time. The officers shall hold office until their successors are duly elected and qualified. Any officer elected or appointed by the Board of Directors may be removed, for or without cause, at any time by a majority vote of the whole Board of Directors. Election or appointment of an officer or agent shall not of itself create contract rights.

Section 3. Chairman. The Chairman of the Board of Directors, if there be a Chairman, shall preside at all meetings of the shareholders and the Board of Directors and shall have such other powers as may from time to time be assigned by the Board of Directors.

Section 4. President. The President shall be the chief executive officer of the Company, shall preside at all meetings of the shareholders and the Board of Directors in the

6

absence or disability of the Chairman of the Board or if a Chairman of the Board has not been elected, shall have authority and responsibility for the general and active management of the business of the Company and shall see that all orders and resolutions of the Board of Directors are carried into effect. Subject to the prior approval of the Board of Directors, the President shall execute all contracts, mortgages, conveyances or other legal instruments in the name of and on behalf of the Company, but this provision shall not prohibit the delegation of such powers by the Board of Directors to some other officer, agent or attorney-in-fact of the Company.

Section 5. Vice Presidents. The Vice President or, if there be more than one, the Vice Presidents in the order of their seniority or in any other order determined by the Board of Directors, shall, in the absence or disability of the President, perform the duties and exercise the powers of the President, and shall generally assist the President and perform such other duties as the Board of Directors shall prescribe.

Section 6. Secretary. The Secretary shall attend all sessions of the Board of Directors and all meetings of the shareholders and shall record all votes and the minutes of all such proceedings in a book to be kept for that purpose, and shall perform like duties for any other committees of the Board when required. The Secretary shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision he or she shall be. The Secretary shall keep in safe custody the seal of the Company, if any.

Section 7. Assistant Secretaries. Any Assistant Secretary shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties as may be prescribed by the Board of Directors or the President.

Section 8. Treasurer. The Treasurer shall have the custody of all corporate funds and securities, shall keep full and accurate accounts of receipts and disbursements of the Company, and shall deposit all moneys and other valuable effects in the name of and to the credit of the Company in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Company as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, shall render to the President and directors, at the regular meetings of the Board of Directors or whenever they may otherwise require, an account of all of his or her transactions as Treasurer and of the financial condition of the Company, and shall perform such other duties as may be prescribed by the Board of Directors or the President.

Section 9. Assistant Treasurers. Any Assistant Treasurer shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties as may be prescribed by the Board of Directors or the President.

Section 10. Resignations. Each officer shall have the right to resign at any time upon written notice of such resignation to the President or the Board of Directors. Unless otherwise specified in such written notice, the resignation shall take effect upon the receipt thereof, and acceptance of such resignation shall not be necessary to make same effective.

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ARTICLE VI

CERTIFICATES REPRESENTING SHARES

Section 1. Form of Certificates. The Company shall deliver certificates representing all shares to which shareholders are entitled. Certificates representing shares of the Company shall be in such form as shall be determined by the Board of Directors and shall be numbered consecutively and entered in the books of the Company as they are issued. Each certificate shall state on the face thereof the holder’s name, the number and class of shares, and the par value of the shares or a statement that the shares are without par value. Each certificate shall be signed by the President or a Vice President and the Secretary or an Assistant Secretary of the Company, and may be sealed with the seal of the Company or a facsimile thereof if the Company shall then have a seal. The signatures of the Company’s officers on any such certificate or certificates may be facsimiles. In case any officer or officers who have signed, or whose facsimile signature or signatures have been used on, such certificate or certificates shall cease to be such officer or officers of the Company, whether because of death, resignation or otherwise, before such certificate or certificates have been delivered by the Company or its agents, such certificate or certificates may nevertheless be adopted by the Company and be issued and delivered as though the person or persons who signed the certificate or certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such officer or officers of the Company.

Section 2. Lost Certificates. The Board of Directors may direct that a new certificate be issued in place of any certificate theretofore issued by the Company which is alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to be lost or destroyed. When authorizing the issue of a new certificate, the Board of Directors, in its discretion and as a condition precedent to the issuance thereof, may require the owner of the lost or destroyed certificate, or his legal representative, to advertise the same in such manner as it shall require and/or give the Company a bond in such form, in such sum, and with such surety or sureties as it may direct as indemnity against any claim that may be made against the Company with respect to the certificate alleged to have been lost or destroyed.

Section 3. Transfer of Shares. Shares of stock shall be transferable only on the books of the Company by the holder or holders thereof in person or by his, her or their duly authorized attorney or attorneys and, upon surrender to the Company or to the transfer agent of the Company of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Company or the transfer agent of the Company to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Section 4. Registered Shareholders. The Company shall be entitled to recognize the holder or holders of record of any share or shares of stock as the holder or holders in fact thereof, and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law.

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ARTICLE VII

GENERAL PROVISIONS

Section 1. Dividends and Other Distributions. Dividends and other distributions made upon or with respect to the outstanding shares of the Company, subject to the provisions of the Act and of the Articles of Incorporation of the Company, may be declared by the Board of Directors at any regular or special meeting. Dividends may be declared and paid in cash, in property or in shares of the Company, and other distributions may be declared and paid in cash or property, provided that all such declarations and payments of dividends and other distributions shall be in strict compliance with all applicable laws and the Articles of Incorporation of the Company. The Board of Directors may fix in advance a record date for the purposes of determining shareholders entitled to receive payment of any dividend or other distribution, such record date to be not more than sixty (60) days prior to the payment date of such dividend or other distribution, or the Board of Directors may close the stock transfer books for such purpose for a period of not more than sixty (60) days prior to the payment date of such dividend or other distribution. In the absence of any action by the Board of Directors, the date upon which the Board of Directors adopts the resolution declaring such dividend or other distribution shall be the record date. Any dividend or other distribution declared pursuant to this Section 1 shall be payable to the persons registered as shareholders of the Company in the Company’s stock transfer books as of the record date for such dividend or other distribution as set pursuant to this Section 1, and the person in whose name shares are registered in the stock transfer books of the Company as of such record date shall be deemed to be the owner of the shares so registered in his name at such time.

Section 2. Fiscal Year. The fiscal year of the Company shall be the twelve (12) month period ending on December 31 of each year unless otherwise determined and fixed by resolution of the Board of Directors.

Section 3. Seal. The Company may by resolution of the Board of Directors adopt and have a seal, and said seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced. Any officer of the Company shall have authority to affix the seal to any document requiring it.

Section 4. Annual Statement. The Board of Directors shall present to the shareholders at each annual meeting, and, when called for by vote of the shareholders, at any special meeting, a full and clear statement of the business and condition of the Company.

ARTICLE VIII

INDEMNITY

Section 1. Indemnification. The Company shall indemnify its directors and officers from and against any and all liabilities, costs and expenses incurred by them in such capacities to the fullest extent permitted by the Act, as presently in effect and as may be hereafter amended, and shall have the power to purchase and maintain liability insurance coverage for those persons

9

or make and maintain other arrangements on such persons’ behalf as, and to the fullest extent, permitted by the Act, as presently in effect and as may be hereafter amended.

Section 2. Indemnification Not Exclusive. The rights of indemnification and reimbursement provided for in Section 1 of this Article VIII shall not be deemed exclusive of any other rights to which any such director or officer may be entitled under the Articles of Incorporation, any By-Laws, agreement or vote of shareholders, or as a matter of law or otherwise.

ARTICLE IX

BY-LAWS

Section 1. Amendments. These By-Laws may be altered, amended or repealed and new By-Laws may be adopted by the Board of Directors at any regular meeting or at any special meeting called for that purpose.

Section 2. When By-Laws Silent. It is expressly recognized that when the By-Laws are silent as to the manner of performing any corporate function, the provisions of the Act shall control.

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FLORIDA EMERGENCY PARTNERS, INC.
ACTION BY WRITTEN CONSENT OF SOLE SHAREHOLDER IN LIEU OF
MEETING

The undersigned, being the sole shareholder of FLORIDA EMERGENCY PARTNERS, INC., a Texas corporation (the “Corporation”), hereby consents to and adopts the following resolutions:

RESOLVED that:

1.  The amendment of Article III, Section 1 of the Bylaws of the Corporation, to provide for a reduction in the number of directors to one, effective August 19, 1997, is hereby ratified.

IN WITNESS WHEREOF, the undersigned has executed this consent this          day of May, 2002.

AMERICAN MEDICAL RESPONSE, INC.,
Sole Shareholder
By:	/s/ William Sanger
William Sanger

11

EX-3.119

Exhibit 3.119

ARTICLES OF INCORPORATION

OF

FOUNTAIN AMBULANCE SERVICE, INC.

A CLOSE CORPORATION

The undersigned, acting as incorporator of a corporation under the Code of Alabama, adopts the following Articles of Incorporation for such corporation:

FIRST: The name of the Corporation is FOUNTAIN AMBULANCE SERVICE, INC.

SECOND: The period of its duration is perpetual.

THIRD: The purpose or purposes for which the corporation is organized shall be or to include, the transaction of any or all lawful business for which corporations may be incorporated under the Alabama Business Corporation Act.

FOURTH: The aggregate number of shares which the corporation shall have authority to issue is 1000 shares with a par value of One ($1.00) Dollar.

FIFTH: Provisions for the regulation of the internal affairs of the corporation shall be By Laws.

SIXTH: The address of the initial registered office is 158 N. Beltline Hwy. Mobile, Alabama 36607, and the name of its initial registered agent at such address is KIMBERLY DAY DENNY.

SEVENTH: There will be no directors of this corporation.

EIGHTH: The name and address of the incorporators are as follows:

KIMBERLY KAY DENNY	JAMES PARTICK FOUNTAIN
158 N. Beltline Hwy.	158 N. Beltline Hwy.
Mobile, AL 36607	Mobile, AL 36607

NINTH: The corporation is a close corporation authorized by Section 10-2A-300, through 10-2A-313, Code of Alabama, (1975), as amended; the business of the corporation shall be managed by the Shareholders rather than by a Board of Directors. The names and addresses of the shareholders are as follows: JAMES PATRICK FOUNTAIN, 158 N. Beltline Hwy., Mobile, Alabama 36607, MARGARET R. FOUNTAIN, 158 N. Beltline Hwy., Mobile, Alabama 36607 and KIMBERLY KAY DENNY, 158 N. Beltline Hwy. Mobile, Alabama 36607.

TENTH: For purposes of determining the number of holders of record of the stock of the corporation, stock which is held in joint tenancy or common tenancy or by the entireties shall be treated as held by one shareholder.

ELEVENTH: All of the corporation’s issued shares of all classes, exclusive of treasury shares, shall be held of record by not more than 30 persons.

TWELFTH: The corporation hereby reserves the right to elect to do business as a “Small Business Corporation” pursuant to the provision of Sub Section 1371, et seq, of the Internal Revenue Act of 1954 as amended, should it elect to do so through all its stockholders.

THIRTEENTH: The Corporation may adopt a plan to offer shares of stock of common stock for sale under Sub-Section 1244 of the Internal Revenue Act of 1954 as amended.

DATED: Jan. 28th, 1992.

/s/ James P. Fountain

JAMES PATRICK FOUNTAIN

Incorporator

/s/ Kimberly Kay Denny

KIMBERLY KAY DENNY

Incorporator

THIS INSTRUMENT PREPARED BY:

CHARLES N. MCKNIGHT

ATTORNEY AT LAW

250 CONGRESS STREET

POST OFFICE BOX 2103

MOBILE, ALABAMA 36652-2103

STATE OF ALABAMA

STATEMENT OF CHANGE OF REGISTERED AGENT OR
REGISTERED OFFICE OR BOTH

CHECK ONE:	o FOREIGN CORPORATION
	x DOMESTIC PROFIT CORPORATION

PURSUANT TO THE PROVISIONS OF THE ALABAMA BUSINESS CORPORATION ACT, THE UNDERSIGNED CORPORATION SUBMITS THE FOLLOWING STATEMENT FOR THE PURPOSE OF CHANGING ITS REGISTERED AGENT, ITS REGISTERED OFFICE, OR BOTH IN THE STATE OF ALABAMA.

State of incorporation:  Alabama

1.The name of the corporation:

Fountain Ambulance Service, Inc.

2.The name of the present registered agent:

Kimberly Day Denny

3.The street address of the present registered office:

158 M. Beltline Hwy., Mobile, Alabama 36607

4.The name of its successor registered agent: 

The Corporation Company

5.The street address to which its registered office is to be changed (street address of registered agent and registered office must be identical; NO PO BOX):

60 Commerce Street, Suite 1100, Montgomery, AL 36104

6.If you are changing the street address of the registered agent, you are required to notify the corporation in writing of the change in the registered agent’s address.

7.Date: March 7, 1997

    Fountain Ambulance Services Inc.

Name of Corporation

    William R. Cottick, Secretary

Type or Print Corporate Officer’s Name and Title

/s/William R. Cottick

Signature of Officer

I, The Corporation Company, consent to serve as registered agent to the above named corporation on this, the 7th day of March, 1997

The Corporation Company
By	/s/illegible
	Signature of Registered Agent

MAIL ORIGINAL APPLICATION WITH THE FILING FEE OF $5.00 TO:

SECRETARY OF STATE, CORPORATE SECTION, POST OFFICE BOX 5616, MONTGOMERY, ALABAMA 36103-5616

1/95

(ALA. – 2286 – 6/14/95)

STATE OF ALABAMA

STATEMENT OF CHANGE OF REGISTERED AGENT OR
REGISTERED OFFICE OR BOTH

CHECK ONE:	o FOREIGN CORPORATION
	x DOMESTIC PROFIT CORPORATION

PURSUANT TO THE PROVISIONS OF THE ALABAMA BUSINESS CORPORATION ACT, THE UNDERSIGNED CORPORATION SUBMITS THE FOLLOWING STATEMENT FOR THE PURPOSE OF CHANGING ITS REGISTERED AGENT, ITS REGISTERED OFFICE, OR BOTH IN THE STATE OF ALABAMA.

State ID#: 147-742

State of incorporation: Alabama

1.The name of the corporation:  FOUNTAIN AMBULANCE SERVICE, INC., A CLOSE CORPORATION

2.The name of the present registered agent: 
The Corporation Company

3.The street address of the present registered office:
2000 Interstate Park Drive, Suite 204, Montgomery, AL 36109

4.The name of its successor registered agent:

CSC-Lawyers Incorporating Service Incorporated

5.The street address (NO PO BOX) to which its registered office is to be changed (street address of registered agent and registered office must be identical):

150 South Perry Street, Montgomery, AL 36104

Street Number, Street Name City, State and Zip Code

6.If you are changing the street address of the registered agent, you are required to notify the corporation in writing of the change in the registered agent’s address.

7.Date: 3-8-06

	FOUNTAIN AMBULANCE SERVICES INC., A
	CLOSE	CORPORATION
	Name of Corporation
$5 Filing Fee	Todd Zimmerman, EVP
	Type or Print Corporate Officer’s Name and Title
	/s/ Todd Zimmerman
	Signature of Officer

I, CSC-Lawyers Incorporating Service Incorporated, consent to serve as registered agent to the above named corporation on this the 13th day of March, 2006. CSC-Lawyers Incorporating Service Incorporated

By	/s/Elizabeth A. Dawson
Signature of Registered Agent
Elizabeth A. Dawson, Asst. Vice President

MAIL ORIGINAL APPLICATION WITH THE FILING FEE OF $5.00 TO:
SECRETARY OF STATE, CORPORATIONS DIVISION, POST OFFICE BOX 5616, MONTGOMERY, ALABAMA 36103-5616

CERTIFICATE OF FIRST AMENDMENT

TO

ARTICLES OF INCORPORATION

OF

FOUNTAIN AMBULANCE SERVICE, INC.

PURSUANT TO the provisions of the Alabama Business Corporation Law (the “Act”), Fountain Ambulance Service, Inc., (the “Corporation”), adopts the following Certificate of First Amendment to its Articles of Incorporation (the “Certificate of First Amendment”):

Name.The name of the Corporation is Fountain Ambulance Service, Inc.

Type of Entity.The Corporation is a business corporation.

Filing of Articles of Incorporation.  The Corporation was organized by the filing of its Articles of Incorporation of Fountain Ambulance Service, Inc., a Close Corporation, on January 31, 1992 in the Office of the Judge of Probate of Mobile County, Alabama and recorded at R.P. Book 3833, beginning at Page 852 (the “Articles of Incorporation”).  No amendments to the Articles of Incorporation have been filed heretofore.

Amendments and Date of Adoption.  The following amendments to the Articles of Incorporation were adopted September 22, 2011, in accordance with Chapter 2, Article 10 of the Act andCode of Alabama 1975 §10A-30-2.04(2010 Repl.), and in accordance with the Corporation’s bylaws, for the purpose and with the intention of terminating the Corporation’s status as a close corporation:

Articles SEVENTH through THIRTEENTH, inclusive, are hereby deleted in their entirety.

Shareholder Approval.The foregoing amendmentsrequire shareholder approval and were approved and adopted by written consent in lieu of a meeting.  The total number of shares of the Corporation outstanding immediately preceding these amendments was 1000 shares, all of which were entitled to one vote per share.  All 1000 shares voted in favor of adoption of the amendments and no shares voted against the adoption of the amendments.  The number of votes cast in favor of the amendments was sufficient for approval.

Except as hereby amended, modified or changed, all provisions of the Corporation’s Articles of Incorporation shall continue in full force and effect.

IN WITNESS WHEREOF, the undersigned sole director of the Corporation has executed this Certificate of First Amendment to the Articles of Incorporation on this, the 22nd day of September, 2011.

	Sole Director:
This instrument was prepared by:
Carolyn L. Duncan
CABANISS, JOHNSTON, GARDNER,	/s/ William A. Sanger
DUMAS & O’NEAL LLP	William A. Sanger
Park Place Tower
2001 Park Place North, Suite 700
Birmingham, Alabama 35203-0612
(205) 716-5200

EX-3.120

Exhibit 3.120

BYLAWS

OF

FOUNTAIN AMBULANCE SERVICE, INC.

Approved and Adopted Effective as of September 22, 2011

Table of Contents

		Page
ARTICLE I OFFICES		1
1.1	Principal Office	1
1.2	Registered Office and Agent	1
ARTICLE II SHAREHOLDERS		1
2.1	Annual Meeting	1
2.2	Special Meetings	1
2.3	Notice of Meeting	1
2.4	Waiver of Notice	2
2.5	Fixing of Record Date	2
2.6	Voting Lists; Certification of Other Ownership	2
2.7	Quorum	2
2.8	Proxies	3
2.9	Voting of Shares	3
2.10	Voting of Shares by Certain Members	3
2.11	Vote Required	4
2.12	Informal Action by Shareholders	4
ARTICLE III BOARD OF DIRECTORS		4
3.1	General Powers	4
3.2	Number, Election, Tenure and Qualifications	4
3.3	Regular Meetings	4
3.4	Special Meetings	4
3.5	Notice	4
3.6	Quorum	5
3.7	Manner of Acting; Presence	5
3.8	Vacancies	5
3.9	Compensation	5
3.10	Committees	5
3.11	Informal Action	6
3.12	Removal of Directors	6
3.13	Dissent of Director to Action of the Board	6

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ARTICLE IV OFFICERS		6
4.1	Number	6
4.2	Chairman of the Board	6
4.3	President	6
4.4	Vice President	7
4.5	Secretary	7
4.6	Treasurer	7
4.7	Assistant Secretaries and Assistant Treasurers	7
4.8	Election and Term in Office	7
4.9	Removal	7
4.10	Vacancies	8
4.11	Salaries	8
ARTICLE V CONTRACTS, LOANS, CHECKS, DEPOSITS AND TRANSACTIONS		8
5.1	Contracts	8
5.2	Loans	8
5.3	Checks, Drafts, Etc.	8
5.4	Deposits	8
5.5	Conflicting Interest Transactions	8
5.6	Proxies	8
ARTICLE VI LIMITATION ON LIABILITY		8
ARTICLE VII INDEMNIFICATION		9
7.1	Indemnification	9
7.2	Insurance	9
7.3	Survival of Right	9
ARTICLE VIII CERTIFICATES FOR SHARES AND THEIR TRANSFER		10
8.1	Certificates of Shares	10
8.2	Transfer of Shares	10

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ARTICLE IX FISCAL YEAR		10
ARTICLE X DIVIDENDS		10
ARTICLE XI SEAL		10
ARTICLE XII WAIVER OF NOTICE		10
ARTICLE XIII AMENDMENTS		11
13.1	Power of Directors to Amend	11
13.2	Power of Shareholders to Amend	11

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BYLAWS

OF

FOUNTAIN AMBULANCE SERVICE, INC.

ARTICLE I
OFFICES

1.1Principal Office. The Corporation’s principal office shall be located in Mobile, Alabama.  The Corporation may have such other offices, either within or without the State of Alabama, as the board of directors may designate or as the business of the Corporation may require from time to time.

1.2Registered Office and Agent.  The Corporation’s registered office, required by the Alabama Business Corporation Law, and any act amendatory thereof, supplementary thereto or substituted therefor (the “Act”) to be maintained in the State of Alabama, may but need not be the same as its principal office in the State of Alabama.  The board of directors of the Corporation may change the Corporation’s registered office, and the Corporation’s registered agent thereat, from time to time in the manner specified by the Act.

ARTICLE II
SHAREHOLDERS

2.1Annual Meeting.  The annual meeting of the shareholders shall be held on the date and time designated by the board of directors, but not later than 120 days after the end of the fiscal year, for the purpose of electing directors and for the transaction of such other business as may come before the meeting.  If the election of directors shall not be held on the day designated for any annual meeting of the shareholders, or at any adjournment thereof, the board of directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as conveniently may be.

2.2Special Meetings.  Special meetings of the shareholders, for any purpose or purposes, unless otherwise proscribed by statute, may be called by the president, the board of directors or holders of not less than one-tenth of all the outstanding shares of the Corporation entitled to vote at the meeting.

2.3Notice of Meeting.  The Corporation, or, in the case of a special meeting called pursuant to Section 2.2, the person or persons calling the meeting, shall provide the shareholders of record entitled to vote at such meeting written or printed notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, which notice shall be delivered in not less than ten (10) nor more than sixty (60) days before the date of the meeting, either personally or by mail.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at such shareholder’s address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid.  If an annual or special shareholders’ meeting is adjourned to a different date, time or place, notice need not be given of the new date, time or place if the new date, time or place is announced at the meeting before adjournment; however, if a new record date for the adjournment is or must be fixed, notice of the adjourned meeting must be given in accordance with this section to persons who are shareholders as of the new record date.  Notwithstanding

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the provisions of this section, the stock or bonded indebtedness of the Corporation shall not be increased at a meeting unless notice of such meeting shall have been given as may be required by Section 234 of the Constitution of Alabama as the same may be amended from time to time.

2.4Waiver of Notice.  A shareholder may waive any notice required by law, the Articles of Incorporation of the Corporation and these bylaws before or after the date and time stated in the notice; provided that the waiver is in writing, signed by the shareholder entitled to notice, and delivered to the Corporation for inclusion in the minutes or filing with the corporate records.  A shareholder’s attendance at a meeting (i) waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting and (ii) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter before action is taken in the matter.

2.5Fixing of Record Date.  For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other purpose, the board of directors of the Corporation may fix a date as the record date for any such determination of shareholders, such date in any case to be not more than seventy (70) days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken.  If no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the board of directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders.  When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof, except where the board of directors fixes a new record date, which it shall do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.

2.6Voting Lists; Certification of Other Ownership.

(a)After the fixing of a record date for a shareholder’s meeting, the secretary of the Corporation, or a designee thereof, shall prepare a complete list of shareholders entitled to notice of such meeting, arranged in alphabetical order, with the addresses of and the number of shares held by each, which list, for a period beginning two (2) days after notice of the meeting is given and continuing through the meeting, shall be kept on file at the principal office of the Corporation in this state and shall, on written demand, be subject to inspection and, for proper purpose, copying by any shareholder at any time during regular business hours.  Such list shall also be available at the time and place of the meeting and shall be subject to the inspection of any shareholder during the meeting or any adjournment thereof.  The original stock transfer records of the Corporation shall be prima facie evidence as to who are the shareholders entitled to examine such list or transfer books or to vote at any meeting of shareholders.

(b)The board of directors may adopt by resolution a procedure whereby a shareholder of the Corporation may certify in writing to the Corporation that all or a portion of the shares registered in the name of such shareholder are held for the account of a specified person or persons, in accordance with the Act.

2.7Quorum.  A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders.  If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice.  At such adjourned meeting at which a

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quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.  Once a share is represented for any purpose at a meeting, it is, unless established to the contrary, presumed present for quorum purposes for the remainder of the meeting.

2.8Proxies.  At all meetings of shareholders, a shareholder may vote by proxy executed in writing by the shareholder or by his duly authorized attorney in fact.  Such proxy shall be filed with the secretary of the Corporation before or at the time of the meeting.  No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy.

2.9Voting of Shares.  Each outstanding share entitled to a vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

2.10Voting of Shares by Certain Members.

(a)Except as provided in this Section 2.10, shares standing in the name of another corporation may be voted by such officer, agent or proxy as the bylaws of such other corporation may prescribe, or, in the absence of such provision, as the board of directors of such other corporation may determine.

(b)Shares held by another corporation, if a majority of the shares entitled to vote for the election of directors of such other corporation is held by the Corporation, shall not be voted at any meeting or counted in determining the total number of outstanding shares at any given time, except that in determining compliance with Sections 234 or 237 of the Constitution of Alabama, such shares shall be counted and voted in the manner authorized and directed by a majority of the remaining shareholders of the Corporation.

(c)Shares held by an administrator, executor, guardian or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name.  Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

(d)Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to vote be contained in the appropriate order of the court by which such receiver was appointed.

(e)A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

(f)Treasury shares and shares of stock held by the Corporation in a fiduciary capacity shall not be voted, directly or indirectly, at any meeting, and shall not be counted in determining the total number of outstanding shares at any given time, except that in determining compliance with Sections 234 or 237 of the Constitution of Alabama, shares of stock held by the Corporation in a fiduciary capacity shall be counted and voted in the manner authorized and directed by a majority of the remaining shareholders of the Corporation.

(g)On and after the date on which written notice of redemption of redeemable shares has been mailed to the holders thereof and a sum sufficient to redeem such shares has been deposited with a bank or trust company with irrevocable instruction and authority to pay the redemption price to holders

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thereof upon surrender of certificates therefor, such shares shall not be entitled to vote on any matter and shall not be deemed to be outstanding shares of the Corporation.

2.11Vote Required.  If a quorum is present when a vote is taken, action on a matter is approved if the votes cast favoring the action exceed the votes cast opposing the action unless the Constitution of Alabama, the Act, the Articles of Incorporation or these bylaws require a greater number of affirmative votes.  Unless and until Section 237 of the Constitution of Alabama be repealed, the affirmative vote of the owners of two-thirds (2/3) of the stock of the Corporation is required for approval of the issuance of preferred stock by the Corporation.

2.12Informal Action by Shareholders.  Except as provided in the Articles of Incorporation, any action required or permitted by the Constitution of Alabama or by the Act to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting if the action is taken by all shareholders entitled to vote on the action.  The action must be evidenced by one or more written consents describing the action taken, signed by all of the shareholders entitled to vote on the action, and delivered to the Corporation for inclusion in the minutes or filing with the corporate records.

ARTICLE III
BOARD OF DIRECTORS

3.1General Powers.  The business and affairs of the Corporation shall be managed by its board of directors.

3.2Number, Election, Tenure and Qualifications.  The number of directors of the Corporation shall be not less than one (1) nor more than seven (7), unless otherwise provided by resolution of the board of directors or the shareholders.  Each director shall hold office until the next annual meeting of shareholders and until his successor or successors shall have been elected and qualified.  A director shall be a natural person of the age of at least nineteen (19) years but need not be a resident of the State of Alabama or a shareholder of the Corporation.

3.3Regular Meetings.  A regular meeting of the board of directors shall be held, without other notice than this Section 3.3, immediately after, and at the same place as, the annual meeting of shareholders.  The board of directors may provide, by resolution, the time and place, either within or without the State of Alabama, for the holding of additional regular meetings without other notice than such resolution.

3.4Special Meetings.  Special meetings of the board of directors or of any committee designated thereby may be called by or at the request of the president or any one director.  A special meeting of the board of directors or of any committee designated thereby shall be held at the principal office of the Corporation, provided that by resolution, or waiver signed by all directors, it may be held at any other place, either within or without the State of Alabama.

3.5Notice.  Notice of any special meeting shall be given at least two (2) days prior thereto by written notice delivered personally or mailed to each director at his business address, or by telegram.  If mailed, the notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid.  If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company.  Any director may waive any notice of any meeting; provided that such waiver must be in writing, signed by the director entitled to notice, and filed with the minutes or corporate records.  The attendance of a director at, or participation in, a meeting (i) waives objection to lack of any required notice to him or her or defective notice of the meeting, unless the

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director at the beginning of the meeting (or promptly upon his or her arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting, and (ii) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the director objects to considering the matter before action is taken on the matter.

3.6Quorum.  A majority of the number of directors fixed by Section 3.2 shall constitute a quorum for the transaction of business at any meeting of the board of directors, but if less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.  A director is, unless established to the contrary, presumed present for quorum purposes for the remainder of a meeting at which he or she has been present for any purpose.

3.7Manner of Acting; Presence.  The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, provided that a quorum is present when such action is taken, unless a greater number is required for such act by the Act, the Articles of Incorporation or these bylaws.  Members of the board of directors or of any committee thereof may participate in a meeting of the board of directors or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at a meeting.

3.8Vacancies.  Any vacancy occurring in the board of directors shall be filled by the affirmative vote of a majority of the remaining directors, though less than a quorum of the board of directors.  A director elected to fill a vacancy shall be elected until the next annual meeting of shareholders.  Any directorship to be filled by reason of an increase in the number of directors shall be filled by election at an annual meeting or at a special meeting of shareholders called for that purpose.  A vacancy that will occur at a later date, by reason of a resignation or otherwise, may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

3.9Compensation.  By resolution of the board of directors, the directors may be paid their expenses, if any, of attendance at each meeting of the board of directors, and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director.  No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

3.10Committees.  The board of directors may, by resolution or resolutions adopted by a majority of the full board of directors, designate one or more committees, each committee to consist of one (1) or more of the directors of the Corporation, which, to the extent provided in such resolution or resolutions, shall have and may during intervals between the meetings of the Board exercise the powers of the board of directors in the management of the business and affairs of the Corporation and may have the power to authorize the seal of the Corporation to be affixed to all papers which may require it; provided, however, that no such committee shall have the authority of the board of directors in reference to declaring a dividend or distribution from the capital surplus, issuing capital stock, amending the Articles of Incorporation, adopting a plan of merger or consolidation, recommending to the shareholders the sale, lease, mortgage, exchange or other disposition of all or substantially all of the property or the assets of the Corporation, recommending to the shareholders a voluntary dissolution of the Corporation or a revocation thereof, filling vacancies on the board of directors or any of its committees, authorizing or approving a reacquisition of shares (except according to a formula or method prescribed by the board of directors), amending the bylaws of the Corporation, or engaging in any other act prohibited by the Act.  Such committee or committees shall have such name or names as may be determined from time to time by resolution or resolutions adopted by the board of directors.  The designation of any such committee or

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committees and the delegation thereto of authority shall not operate to relieve the board of directors, or any member thereof, of any responsibility imposed upon it or him by law.

3.11Informal Action.  Any action required or permitted to be taken at any meeting of the board of directors or any committee thereof may be taken without a meeting, if a written consent setting forth the action so taken is signed by all members of the board of directors or of such committee, as the case may be.  Action taken under this Section 3.11 is effective when the last director signs the consent, unless the consent specifies a different effective date.  Such written consent shall be filed with the minutes of proceedings of the board of directors or committee.

3.12Removal of Directors.  At a meeting of shareholders called expressly for that purpose, one or more directors may be removed, with or without cause, by a vote of the holders of a majority of shares then entitled to vote at an election of directors and the shareholders may at such meeting elect a successor director or directors for the unexpired term of the director or directors removed.

3.13Dissent of Director to Action of the Board.  Any director who is present at a meeting of the board of directors at which action on any corporate matter is taken shall be presumed to have assented to the action unless (i) the director objects at the beginning of the meeting (or promptly upon his arrival) to holding the meeting or transacting business at the meeting or, as to a matter required under the Articles of Incorporation or these bylaws to be included in the notice of the purpose of the meeting, the director objects before action is taken on the matter, (ii) the director’s dissent shall be entered in the minutes of the meeting or (iii) unless the director shall file his written dissent to such action with the secretary of the meeting before its adjournment or shall forward such dissent by registered or certified mail or personal delivery to the secretary of the Corporation immediately after the adjournment of the meeting.  Such right of dissent shall not apply to a director who voted in favor of such action.

ARTICLE IV
OFFICERS

4.1Number.  The officers of the Corporation shall be a president and a secretary and, in the discretion of the board of directors which may leave one or more offices vacant from time to time, a chairman of the board, one or more assistant officers or vice presidents (the number thereof to be determined by the board of directors), a treasurer, one or more assistant secretaries and assistant treasurers and such other officers and assistant officers as may be deemed necessary by the board of directors.  Any two or more offices within the Corporation may be held simultaneously by the same person.

4.2Chairman of the Board.  Any director may be designated as chairman of the board and shall preside, when present, at all meetings of the shareholders and of the board of directors.  The chairman of the board shall perform such other duties as from time to time may be assigned to him by the board of directors.

4.3President.  The president shall be the principal executive officer of the Corporation and, subject to the control of the board of directors, shall in general supervise and control all of the business and affairs of the Corporation.  He shall, when present and in the absence of the chairman of the board, if any, preside at all meetings of the shareholders and of the board of directors.  He may sign, with the secretary or an assistant secretary, certificates for shares of the Corporation, any deeds, mortgages, bonds, contracts, or other instruments which the board of directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the board of directors or by these bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all the duties incident to the office of president and such

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other duties as may be prescribed by the board of directors from time to time.  If no treasurer has been designated, he shall have the duties and powers of the treasurer prescribed in Section 4.6.

4.4Vice President.  In the absence of the president or in the event of his death, inability or refusal to act, the vice president (or in the event there be more than one vice president, the vice presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president.  Any vice president shall perform such other duties as from time to time may be assigned to him by the president or the board of directors.

4.5Secretary.  The secretary shall: (i) keep the minutes of the shareholders’ and the board of directors’ meetings in one or more books provided for that purpose; (ii) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; (iii) be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents the execution of which on behalf of the Corporation under its seal is duly authorized; (iv) keep a register of the post office address of each shareholder which shall be furnished to the secretary by such shareholder; (v) sign with the president certificates for shares of the Corporation; (vi) have general charge of the stock transfer books of the Corporation; and (vii) in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him by the president or by the board of directors.

4.6Treasurer.  If required by the board of directors, the treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the board of directors shall determine.  He shall:  (i) have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with ARTICLE VIII of these bylaws; and (ii) in general perform all the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him by the president or by the board of directors.

4.7Assistant Secretaries and Assistant Treasurers.  The assistant secretaries may sign with the president certificates for shares of the Corporation the issuance of which shall have been authorized by a resolution of the board of directors.  The assistant treasurers shall, respectively, if required by the board of directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the board of directors shall determine.  The assistant secretaries and assistant treasurers, in general, shall perform such duties as shall be assigned to them by the secretary or the treasurer, respectively, or by the president or by the board of directors.

4.8Election and Term in Office.  The officers of the Corporation to be elected by the board of directors shall be elected annually by the board of directors at the first meeting of the board of directors held after each annual meeting of the shareholders.  If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be.  Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

4.9Removal.  Any officer or agent elected or appointed by the board of directors may be removed, with or without cause, at any time, by the board of directors, but any other officer or employee may be removed, with or without cause, at any time by the board of directors, or any committee, or superior officer to whom authority in the premises may have been delegated by these bylaws or by resolution of the board of directors.

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4.10Vacancies.  A vacancy in any office elected or appointed by the board of directors because of death, resignation, removal, disqualification or otherwise, may be filled by the board of directors for the unexpired portion of the term.  A vacancy in any other office for any reason shall be filled by the board of directors, or any committee, or superior officer to whom authority in the premises may have been delegated by these bylaws or by resolution of the board of directors.

4.11Salaries.  The salaries of the officers shall be fixed from time to time by the board of directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the Corporation.

ARTICLE V
CONTRACTS, LOANS, CHECKS, DEPOSITS AND TRANSACTIONS

5.1Contracts.  The board of directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

5.2Loans.  No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the board of directors.  Such authority may be general or confined to specific instances.

5.3Checks, Drafts, Etc.  All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the board of directors

5.4Deposits.  All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the board of directors shall select.

5.5Conflicting Interest Transactions.  Conflicting interest transactions shall be effected by the Corporation in accordance with Alabama law.

5.6Proxies.  Unless otherwise provided by resolution of the board of directors, the president may from time to time appoint an attorney or agent of the Corporation, in the name and on behalf of the Corporation, to cast the votes which the Corporation may be entitled to cast as a holder of stock or other securities in any other corporation any of whose stock or securities may be held by the Corporation, at meetings of the holders of the stock or other securities of such other corporation, or to consent in writing, in the name and on behalf of the Corporation as such holder, to any action by such other corporation, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent, and may execute or cause to be executed, in the name and on behalf of the Corporation and under its corporate seal or otherwise, all written proxies or other instruments as he shall deem necessary or proper in the premises.

ARTICLE VI
LIMITATION ON LIABILITY

A director of the Corporation shall not have any liability to the Corporation or the shareholders of the Corporation for money damages for any action taken, or any failure to take any action, as a director, except liability for (i) the amount of financial benefit received by a director to which he or she is not

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entitled, (ii) an intentional infliction of harm on the Corporation or the shareholders of the Corporation, (iii) a violation of ALA. CODE § 10A-2-8.33 (2010 Repl.), (iv) an intentional violation of criminal law, or (v) a breach of the director’s duty of loyalty to the Corporation or the shareholders of the Corporation.  If the Act, or any successor statute thereto, is hereafter amended to authorize the further elimination or limitation of the liability of a director of a Corporation, then the liability of a director of the Corporation, in addition to the limitations on liability provided herein, shall be limited to the fullest extent permitted by the Act, as amended, or any successor statute thereto.  No amendment to or repeal of this Article shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

ARTICLE VII
INDEMNIFICATION

7.1Indemnification.  The Corporation shall indemnify, and in connection with such indemnification shall advance expenses to, any person who is or was a director or officer of the Corporation, and any person who is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, to the fullest extent permitted by law, including without limitation the Act.  If the amount, extent, or quality of indemnification permitted by law should be in any way restricted or abridged after the adoption of these bylaws, then the Corporation shall indemnify such persons to the fullest extent permitted by law as in effect at the time of the occurrence of the omission or the act giving rise to the claimed liability with respect to which indemnification is sought.  The indemnification and advancement of expenses pursuant to this ARTICLE VII shall be in addition to, and not exclusive of, any other right the person seeking indemnification may have under these bylaws, the articles of incorporation of the Corporation, any separate contract or agreement or applicable law.  The Corporation shall have the right, at its option, to indemnify any employee or agent of the Corporation in the same manner as it is required to indemnify its directors and officers as aforesaid.

7.2Insurance.  The Corporation may purchase and maintain insurance, or furnish similar protection (including but not limited to trust funds, self-insurance reserves or the like), on behalf of an individual who is or was a director, officer, employee or agent of the Corporation, who, while a director, officer, employee or agent of the Corporation, is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against liability asserted against or incurred by him or her in that capacity or arising from his or her status as a director, officer, employee or agent, whether or not the Corporation would have the power to indemnify him or her against the same liability under applicable law.

7.3Survival of Right.  Any right to indemnification or advancement of expenses provided by or granted pursuant to this ARTICLE VII shall continue as to a person who has ceased to be a director, officer, employee or agent or to serve as a director, officer, partner, trustee, employee or agent of such other foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise and shall inure to the benefit of the heirs, executors, administrators and personal representatives of such person.  Any repeal or modification of this ARTICLE VII that serves to restrict or lessen the rights to indemnification or advancement of expenses provided by this ARTICLE VII shall be prospective only and shall not lessen the right to indemnification or advancement of expenses existing at the time of such repeal or modification with respect to liabilities arising out of claimed acts or omissions occurring prior to such repeal or modification.

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ARTICLE VIII
CERTIFICATES FOR SHARES AND THEIR TRANSFER

8.1Certificates of Shares.  Certificates may be issued for whole or fractional shares.  Certificates representing shares of the Corporation shall be in such form as shall be determined by the board of directors.  Such certificates shall be signed in the manner provided by the Act.  All certificates for shares shall be consecutively numbered or otherwise identified.  The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the Corporation.  All certificates surrendered to the Corporation for transfer shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except in the case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the Corporation as the board of directors may prescribe.

8.2Transfer of Shares.  Transfer of shares of the Corporation shall be made only on the stock transfer books of the Corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the secretary of the Corporation, and on surrender for cancellation of the certificate for such shares.  The person in whose name the shares stand on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes, subject to the provisions of Section 2.6(b).

ARTICLE IX
FISCAL YEAR

The fiscal year of the Corporation shall be the calendar year, unless the board of directors shall provide to the contrary by resolution.

ARTICLE X
DIVIDENDS

The board of directors may from time to time declare, and the Corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by Alabama law and the Articles of Incorporation.

ARTICLE XI
SEAL

The board of directors shall provide a corporate seal which shall have inscribed thereon the name of the Corporation and the state of incorporation and the words “Corporate Seal.”  In the event such a seal is not obtained, the words “Corporate Seal” following signatures of one or more officers on behalf of the Corporation shall constitute a proper affixing of the seal.

ARTICLE XII
WAIVER OF NOTICE

Whenever any notice is required to be given to any shareholder or director of the Corporation under the provisions of these bylaws, the Articles of Incorporation, the provisions of the Act, or the Constitution of Alabama, a waiver thereof in writing, signed by the person or persons entitled to such

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notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XIII
AMENDMENTS

13.1Power of Directors to Amend.  The board of directors shall have power to alter, amend and repeal the bylaws of the Corporation or adopt new bylaws for the Corporation at any regular or special meeting of the Board, provided that the board of directors may not alter, amend or repeal any bylaw which establishes the number of directors, the time or place of shareholders’ meetings, or what constitutes a quorum at such shareholders’ meetings, or which was adopted by the shareholders and specifically provides that it cannot be altered, amended or repealed by the board of directors.

13.2Power of Shareholders to Amend.  The shareholders may alter, amend or repeal the bylaws of the Corporation or adopt new bylaws for the Corporation at any annual meeting or at a special meeting, and all the bylaws made by the directors may be altered or repealed by the shareholders.

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EX-3.121

Exhibit 3.121

ARTICLES OF INCORPORATION

OF

OXNARD AMBULANCE SERVICE, INC.

under the laws of the

STATE OF CALIFORNIA

KNOW ALL MEN BY THESE PRESENTS:

That we, the undersigned, have this day voluntarily associated ourselves together for the purpose of forming a corporation under the laws of the State of California.

AND WE DO HEREBY CERTIFY:

FIRST:That the name of this corporation is: 

OXNARD AMBULANCE SERVICE, INC.

SECOND:That the purposes for which this corporation is formed are as follows:

THE SPECIFIC BUSINESS IN WHICH THE CORPORATION IS PRIMARILY TO ENGAGE in is an ambulance service business, which business shall include the owning, leasing, and operating of motor vehicles and such other modes or vehicles of conveyance for hire as are now used or may be used in the ordinary course of business of an ambulance service and the wholesale and retail sale and/or lease of hospital and sickroom supplies and fixtures.

That in addition to this primary business, this corporation shall have the following general purposes and powers:

(1)           To purchase, acquire, own, hold, mortgage, lease either as lessor or lessee, sell, exchange, subdivide, deed in trust, plant, improve, cultivate, develop, construct, maintain, equip, operate and generally deal in any and all lands, improved and unimproved, dwelling houses, apartment houses, hotels, boarding houses, business blocks, office buildings, manufacturing works and plants, and other

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buildings of any kind, and the products and avails thereof, including water and water rights.

(2)           To supervise and manage all classes of properties, income bearing or otherwise, for other persons, corporations and associations; to negotiate sales, leases, mortgages, deeds of trust, and other encumbrances or properties of other persons, corporations and associations, real, personal and mixed, wheresoever situated; and generally to maintain, conduct and carry on the business of real estate and broker.

(3)           To acquire, by purchase, or lease, or otherwise, lands and interests in lands, and to own, hold, improve, develop, and manage any real estate so acquired, and to erect or cause to be erected on any lands owned, held, or occupied by the corporation, buildings or other structures with their appurtenances, and, to rebuild, enlarge, alter, or improve any buildings or other structures, and any stores, shops, suites, rooms or parts of any buildings or any structures at any time owned or held by the corporation.

(4)           To own, operate, maintain, manage, equip, improve, repair, alter, and otherwise deal with, use and enjoy; to invent, design, develop, assemble, build, construct, fabricate, manufacture, buy, import, lease as lessee, and otherwise acquire; to mortgage, deed in trust, pledge, and otherwise encumber, and to sell, export, lease as lessor, and otherwise dispose of goods, wares, merchandise, and personal property of every sort, nature, and description.

(5)           To acquire, by purchase, or otherwise, the good will, business, property rights, franchises, and assets of every kind, with or without undertaking either wholly or in part the liabilities of any person, firm, association, or corporation; and to acquire any business as a going concern, or otherwise (a) by purchase of the assets thereof, wholly, or in part, (b) by acquisition of the shares, or any part thereof, or (c) in any manner, and to pay for the same in cash, or in the shares or bonds or other evidences of indebtedness of this corporation; dispose of, the whole or any part of the good will, business, rights, and property so acquired, and to conduct in any lawful manner the powers necessary or convenient in and about the management of such business.

(6)           To buy, contract for, lease, and in any and all other ways acquire, take, hold and own, and to sell, mortgage, pledge, deed in trust, lease, and otherwise dispose of copyrights, patents, licenses, and processes or rights thereunder, and franchise rights, and governmental, state, territorial, county and municipal grants and concessions of every character which this corporation may deem advantageous in the prosecution of the said business, or in the maintenance, operation, development, or extension of its properties.

(7)           To enter into, make, perform, and carry out contracts of every kind, and for any lawful purpose without limit as to amount with any person, firm, association, or corporation, municipality, county, parish, state, territory, government, or other municipal or governmental subdivision.

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(8)           To promote, or to aid in any manner, financially, or otherwise, any person, corporation, or association of which any shares, bonds, notes, debenture, or other securities, or evidences of indebtedness are held directly or indirectly by this corporation; and, for this purpose, to guarantee the contracts of such other persons, corporations, or associations, and to do any and all other acts and things designed to protect, preserve, improve, or enhance the value of such shares, bonds, notes, debentures, or other securities or evidences of indebtedness.

(9)           To borrow money, to issue bonds, notes, debentures, or other obligations of this corporation, from time to time, for any of the objects or purposes of this corporation, and to secure the same by mortgage, pledge, deed of trust, or otherwise, or to issue the same unsecured.

(10)         To carry on a business of factors, agents, jobbers or merchants; to buy, sell, and deal in wholesale or retail merchandise, goods, wares, and commodities of every sort, kind, and description.

(11)         To buy, sell, barter, exchange, and deal generally in all classes of goods, wares, and merchandise, and articles of trade, and to do all other things subsidiary, necessary or convenient for carrying out and into effect the main purposes and objects of the organization of the corporation.

(12)         To conduct business, have one or more locations of business; to appoint such officers and agents as the affairs of the corporation shall require, and allow them salary.

(13)         To do each and every thing suitable, necessary or proper for the accomplishment, protection, or maintenance, or for the attainment of any of the purposes herein enumerated, it being the intent that no purpose herein enumerated shall be limited or modified by any other purpose, but that each shall be regarded as an independent object, purpose, and power.

(14)         The foregoing clause shall be construed both as objects and powers; it is hereby expressly provided that the foregoing enumeration of specific powers shall not be held to limit nor restrict in any manner the powers of the corporation.

(15)         To carry on any business whatsoever which this corporation may deem proper to convenient in connection with any of the foregoing purposes, or otherwise, or which may be calculated directly or indirectly to promote the interests of this corporation, or to enhance the value of its property or business; to conduct its business in the state, in other states, in the District of Columbia, in the territories and colonies of the United States, and in foreign countries, and to hold, purchase, mortgage and convey real and personal property, either in or out of the State of California, and to have and to exercise all the powers conferred by the laws of California upon corporations formed under the laws pursuant to and under which this corporation is formed, as such laws are now in effect, or may at any time hereafter be amended.

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THIRD:                                  The county in the State of California where the principal office for the transaction of business of this corporation is to be located, is Ventura County.

FOURTH:                              This corporation is authorized to issue one class of stock. The total number of shares which this corporation shall have authority to issue is One Hundred Thousand (100,000) and all shares of stock are to be without par value.

That the shares of stock of this corporation shall be nonassessable, and the directors shall not have the right nor the power to levy any assessments upon the shares of stock of this corporation.

FIFTH:                                   That the number of directors of this corporation shall be three (3).

The names and addresses of the persons appointed to act as first directors of the corporation are as follows:

ROBERT C. BROWN, 934 Devonshire, Oxnard, CA

Virgie Yates, 1326 West Olive, Oxnard, CA

Ronald Brewer, 950 W.  Poplar, Oxnard, CA

SIXTH:Before there can be a valid sale or transfer of any of the shares of this corporation by the holders thereof, the holder of the shares to be sold or transferred shall first give notice in writing to the secretary of this corporation of his intention to sell or transfer such shares.  Said notice shall specify the number of shares to be sold or transferred, the price per share, and the terms upon which holder intends to make such sale or transfer.  The secretary shall, within five (5) days thereafter, mail or deliver a copy of said notice to each of the other shareholders of record of this corporation.  Such notice may be delivered to such shareholders personally, or may be mailed to the last known addresses of such shareholders, as the same may appear in the

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books of this corporation. Within twenty-five (25) days after the mailing or delivering of said notice to such shareholders, any such shareholders desiring to acquire any part or all of the shares referred to in said notice shall deliver by mail or otherwise to the secretary of this corporation a written offer or offers to purchase a specified number or numbers of shares at the price and upon the terms stated in said notice.

If the total number of shares specified in such offers exceeds the number of shares referred to in said notice, each offering shareholder shall be entitled to purchase such proportion of the shares referred to in said notice to the secretary, as the number of shares of this corporation, which he holds, bears to the total number of shares referred to in said notice to the secretary.

If all of the shares referred to in said notice to the secretary are not disposed of under such apportionment, each shareholder desiring to purchase shares in a number of excess of his proportionate share, as provided above, shall be entitled to purchase such proportion of those shares which remain thus undisposed of, as the total number of shares which he holds bears to the total number of shares held by all of the shareholders desiring to purchase shares in excess of those to which they are entitled under such apportionment.

If none or only a part of the shares referred to in said notice to the secretary (any amount less than the total number of shares offered for sale) is purchased, as aforesaid, in accordance with offers made within said twenty-five (25) day period, the shareholders desiring to sell or transfer may dispose of all shares of stock referred to in said notice to the secretary to any person or persons he may so desire, provided, however, that he shall not sell or transfer such shares at a lower price or on terms more favorable to the purchaser or transferee than those specified in said notice to the secretary.

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Any sale or transfer, or purported sale or transfer, of the shares of said corporation shall be null and void unless the terms, conditions and provisions of this Article SIXTH are strictly observed and followed.

SEVENTH:                            On sale, lease, conveyance, transfer, exchange, or other disposition (consent by way of hypothecation) of all or substantially all of the property and assets of this corporation shall be made unless approved by the vote or written consent of the shareholders entitled to exercise two-thirds (2/3) of the voting power of this corporation.

EIGHTH:                                No mortgage, deed of trust, pledge, or other hypothecation of all or substantially all of the property, real or personal, of this corporation, shall be made unless approved by the vote or written consent of the shareholders entitled to exercise a majority of the voting power of this corporation.

NINTH:                                  Authority is hereby granted to the holders of shares of this corporation entitled to vote, to change, from time to time, the authorized number of Directors of this corporation, by a duly adopted amendment to the By-laws of this corporation.

IN WITNESS WHEREOF, we have hereunto set our hands and seals this 12th day of June, 1975, at Oxnard, California.

/s/ Robert C. Brown

ROBERT C. BROWN

/s/ Virgie Yates

VIRGIE YATE

/s/ Ronald Brewer

RONALD BREWER

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STATE OF CALIFORNIA	)
	)	ss.
COUNTY OF VENTURA	)

On this 12th day of June, 1975, before me, the undersigned, a Notary Public in and for said county and state, personally appeared Robert C. Brown, known to me to be the person named as a director on the within instrument, and whose name is subscribed thereto, and acknowledged to me that he executed the same.

IN WITNESS WHEREOF, I have set my hand and affixed my official seal in the City of Oxnard, the day and year in this certificate first above written.

/s/

Notary Public

STATE OF CALIFORNIA	)
	)	ss.
COUNTY OF VENTURA	)

On this 13th day of June, 1975, before me, the undersigned, a Notary Public in and for said county and state, personally appeared Virgie Yates, known to me to be the person named as a director on the within instrument, and whose name is subscribed thereto, and acknowledged to me that he executed the same.

IN WITNESS WHEREOF, I have set my hand and affixed my official seal in the City of Oxnard, the day and year in this certificate first above written.

/s/

Notary Public

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STATE OF CALIFORNIA	)
	)	ss.
COUNTY OF VENTURA	)

On this 12th day of June, 1975, before me, the undersigned, a Notary Public in and for said county and state, personally appeared Ronald Brewer, known to me to be the person named as a director on the within instrument, and whose name is subscribed thereto, and acknowledged to me that he executed the same.

IN WITNESS WHEREOF, I have set my hand and affixed my official seal in the City of Oxnard, the day and year in this certificate first above written.

/s/

Notary Public

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CERTIFICATE OF AMENDMENT
OF ARTICLES OF INCORPORATION OF
OXNARD AMBULANCE SERVICE, INC.

KENDALL COOK and JIMMY HELMS certify that:

1.             They are the President and the Secretary, respectively, of OXNARD AMBULANCE SERVICE, INC., a California corporation.

2.             The Board of Directors of OXNARD AMBULANCE SERVICE, INC. has approved the following amendment to Article First of the Articles of Incorporation of said corporation:

First:       That the name of this corporation is:

GOLD COAST AMBULANCE SERVICE

3.             The amendment has been approved by the required vote of the shareholders in accordance with Sections 902 and 903 of the California Corporations Code. The corporation has only one class of shares. Each outstanding share is entitled to one vote. The corporation has 80,000 shares outstanding and, hence, the total number of shares entitled to vote with respect to the amendment was 80,000. The number of shares voting in favor of the amendment exceeded the vote required, in that the affirmative vote of a majority of the outstanding shares was required for approval of the amendment and the amendment was approved by the affirmative vote of 100 percent of the outstanding voting shares.

/s/ Kendal Cook

KENDALL COOK, President

/s/ Jimmy Helms

JIMMY HELMS, Secretary

Each of the undersigned declares under penalty of perjury that the matters set forth in the foregoing certificate are true and correct of his own knowledge and that this declaration was executed on March 23, 1992, at Oxnard, California.

/s/ Kendal Cook

KENDALL COOK

/s/ Jimmy Helms

JIMMY HELMS

EX-3.122

Exhibit 3.122

AMENDED

BY-LAWS

of

OXNARD AMBULANCE SERVICE, INC.

a California corporation

ARTICLE I

DIRECTORS; MANAGEMENT

Section 1.a.Powers.

Subject to the provisions of the General Corporation Law of California, effective January 1, 1977 (to which the various Section numbers quoted herein relate) and subject to any limitation in the Articles of Incorporation and the By-Laws relating to action required to be approved by the Shareholders (Sec. 153) or by the outstanding shares (Sec. 152), the business and affairs of this corporation shall be managed by and all corporate powers shall be exercised by or under direction of the Board of Directors.

b.Standard of Care.

Each Director shall exercise such powers and otherwise perform such duties in good faith, in the manner such Director believes to be in the best interests of the corporation, and with such care, including reasonable inquiry, using ordinary prudence, as a person in a like position would use under similar circumstances.  (Sec. 309)

c.Exception for Close Corporation.

Notwithstanding the provisions of Section 1, in the event that this corporation shall elect to become a close corporation as defined in Sec. 158, its Shareholders may enter into a Shareholders’ Agreement as provided in Sec. 300(b).  Said agreement may provide for the exercise of corporate powers and the management of the business and affairs of this corporation by the Shareholders, provided however such agreement shall, to the extent and so long as the discretion or the powers of the Board in its management of corporate affairs is controlled by such agreement, impose upon each Shareholder who is a party thereof, liability for managerial acts performed or omitted by

such person pursuant thereto otherwise imposed upon Directors as provided in Sec. 300(d).

Section 2.Number and Qualification.

The authorized number of Directors of the corporation shall be not less than five (5) nor more than nine (9).

This number may be changed by amendment to the Articles of Incorporation or by an amendment to this Section 2, ARTICLE I, of these By-Laws, adopted by the vote or written assent of the Shareholders entitled to exercise majority voting power as provided in Sec. 212.

Section 3.Election and Tenure of Office.

The Directors shall be elected by ballot at the annual meeting of the Shareholders, to serve for one year or until their successors are elected and have qualified.  Their term of office shall begin immediately after election.

Section 4.Vacancies.

Vacancies in the Board of Directors may be filled by a majority of the remaining Directors, though less than a quorum, or by a sole remaining Director, and each Director so elected shall hold office until his successor is elected at an annual meeting of Shareholders or at a special meeting called for that purpose.

The Shareholders may at any time elect a Director to fill any vacancy not filled by the Directors, and may elect the additional Directors at the meeting at which an amendment of the By-Laws is voted authorizing an increase in the number of Directors.

A vacancy or vacancies shall be deemed to exist in case of the death, resignation or removal of any Director, or if the Shareholders shall increase the authorized number of Directors but shall fail at the meeting at which such increase is authorized, or at an adjournment thereof, to elect the additional Director so provided for, or in case the Shareholders fail at any time to elect the full number of authorized Directors.

If the Board of Directors accepts the resignation of a Director tendered to take effect at a future time, the Board, or the Shareholders, shall have power to elect a successor to take office when the resignation shall become effective.

No reduction of the number of Directors shall have the effect of removing any Director prior to the expiration of his term of office.

Section 5.Removal of Directors.

The entire Board of Directors or any individual Director may be removed from office as provided by Secs. 302, 303 and 304 of the Corporations Code of the State of California.  In such case, the remaining Board members may elect a successor Director to fill such vacancy for the remaining unexpired term of the Director so removed.

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Section 6.Notice, Place and Manner of Meetings.

Meetings of the Board of Directors may be called by the Chairman of the Board, or the President, or any Vice President, or the Secretary, or any two (2) Directors and shall be held at the principal executive office of the corporation in the State of California, unless some other place is designated in the notice of the meeting.  Members of the Board may participate in a meeting through use of a conference telephone or similar communications equipment so long as all members participating in such a meeting can hear one another.  Accurate minutes of any meeting of the Board or any committee thereof, shall be maintained as required by Sec. 312 of the Code by the Secretary or other Officer designated for that purpose.

Section 7.Organization Meetings.

The organization meetings of the Board of Directors shall be held immediately following the adjournment of the annual meetings of the Shareholders.

Section 8.Other Regular Meetings.

Regular meetings of the Board of Directors shall be held at the corporate offices, or such other place as may be designated by the Board of Directors, as follows:

Time of Regular Meeting:	4:00 p.m.
Date of Regular Meeting:	1st Thursday of each month.

If said day shall fall upon a holiday, such meetings shall be held on the next succeeding business day thereafter.  No notice need be given of such regular meetings.

Section 9.Special Meetings - Notices - Waivers.

Special meetings of the Board may be called at any time by the President or, if he is absent or unable or refuses to act, by any Vice President or the Secretary or by any two Directors, or by one Director if only one is provided.

At least forty-eight (48) hours notice of the time and place of special meetings shall be delivered personally to the Directors or personally communicated to them by a corporate Officer by telephone or telegraph.  If the notice is sent to a Director by letter, it shall be addressed to him at his address as it is shown upon the records of the corporation, (or if it is not so shown on such records or is not readily ascertainable, at the place in which the meetings of the Directors are regularly held).  In case such notice is mailed, it shall be deposited in the United States mail, postage prepaid, in the place in which the principal executive office of the corporation is located at least four (4) days prior to the time of the holding of the meeting.  Such mailing, telegraphing, telephoning or delivery as above provided shall be due, legal and personal notice to such Director.

When all of the Directors are present at any Directors’ meeting, however called or noticed, and either (i) sign a written consent thereto on the records of such meeting, or, (ii) if a majority of the Directors are present and if those not present sign a waiver of notice of such meeting or a consent to holding the meeting or an approval of

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the minutes thereof, whether prior to or after the holding of such meeting, which said waiver, consent or approval shall be filed with the Secretary of the corporation or (iii) if a Director attends a meeting without notice but without protesting, prior thereto or at its commencement, the lack of notice to him, then the transactions thereof are as valid as if had at a meeting regularly called and noticed.

Section 10.Sole Director Provided by Articles of Incorporation.

In the event only one Director is required by the By-Laws or Articles of Incorporation, then any reference herein to notices, waivers, consents, meetings or other actions by a majority or quorum of the Directors shall be deemed to refer to such notice, waiver, etc., by such sole Director, who shall have all the rights and duties and shall be entitled to exercise all of the powers and shall assume all the responsibilities otherwise herein described as given to a Board of Directors.

Section 11.Directors Acting by Unanimous Written Consent.

Any action required or permitted to be taken by the Board of Directors may be taken without a meeting and with the same force and effect as if taken by a unanimous vote of Directors, if authorized by a writing signed individually or collectively by all members of the Board.  Such consent shall be filed with the regular minutes of the Board.

Section 12.Quorum.

A majority of the number of Directors as fixed by the Articles of Incorporation or By-Laws shall be necessary to constitute a quorum for the transaction of business, and the action of a majority of the Directors present at any meeting at which there is a quorum, when duly assembled, is valid as a corporate act; provided that a minority of the Directors, in the absence of a quorum, may adjourn from time to time, but may not transact any business.  A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of Directors, if any action taken is approved by a majority of the required quorum for such meeting.

Section 13.Notice of Adjournment.

Notice of the time and place of holding an adjourned meeting need not be given to absent Directors if the time and place be fixed at the meeting adjourned and held within twenty-four (24) hours, but if adjourned more than twenty-four (24) hours, notice shall be given to all Directors not present at the time of the adjournment.

Section 14.Compensation of Directors.

Directors, as such, shall not receive any stated salary for their services, but by resolution of the Board a fixed sum and expense of attendance, if any, may be allowed for attendance at each regular and special meeting of the Board; provided that nothing herein contained shall be construed to preclude any Director from serving the company in any other capacity and receiving compensation therefor.

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Section 15.Committees.

Committees of the Board may be appointed by resolution passed by a majority of the whole Board.  Committees shall be composed of two or more members of the Board, and shall have such powers of the Board as may be expressly delegated to it by resolution of the Board of Directors, except those powers expressly made non-delegable by Sec. 311.

Section 16.Advisory Directors.

The Board of Directors from time to time may elect one or more persons to be Advisory Directors who shall not by such appointment be members of the Board of Directors.  Advisory Directors shall be available from time to time to perform special assignments specified by the President, to attend meetings of the Board of Directors upon invitation and to furnish consultation to the Board.  The period during which the title shall be held may be prescribed by the Board of Directors.  If no period is prescribed, the title shall be held at the pleasure of the Board.

Section 17.Resignations.

Any Director may resign effective upon giving written notice to the Chairman of the Board, the President, the Secretary or the Board of Directors of the corporation, unless the notice specifies a later time for the effectiveness of such resignation.  If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective.

ARTICLE II

OFFICERS

Section 1.Officers.

The Officers of the corporation shall be a Chairman of the Board or a President or both, a Secretary and a Chief Financial Officer.  The corporation may also have, at the discretion of the Board of Directors, one or more Vice Presidents, one or more Assistant Secretaries and such other Officers as may be appointed in accordance with the provisions of Section 3 of this Article.  One person may hold two or more offices.

Section 2.Election.

The Officers of the corporation, except such Officers as may be appointed in accordance with the provisions of Section 3 or Section 5 of this Article shall be chosen annually by the Board of Directors, and each shall hold his office until he shall resign or shall be removed or otherwise disqualified to serve, or his successor shall be elected and qualified.

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Section 3.Subordinate Officers, Etc.

The Board of Directors may appoint such other Officers as the business of the corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in the By-Laws or as the Board of Directors may from time to time determine.

Section 4.Removal and Resignation.

Any Officer may be removed, either with or without cause, by a majority of the Directors at the time in office, at any regular or special meeting of the Board, or, except in case of an Officer chosen by the Board of Directors, by any Officer upon whom such power of removal may be conferred by the Board of Directors.

Any Officer may resign at any time by giving written notice to the Board of Directors, or to the President, or to the Secretary of the corporation.  Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 5.Vacancies.

A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in the By-Laws for regular appointments to such office.

Section 6.Chairman of the Board.

The Chairman of the Board, if there shall be such an Officer, shall, if present, preside at all meetings of the Board of Directors, and exercise and perform such other powers and duties as may be from time to time assigned to him by the Board of Directors or prescribed by the By-Laws.

Section 7.President.

Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, if there be such an Officer, the President shall be the Chief Executive Officer of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and Officers of the corporation.  He shall preside at all meetings of the Shareholders and in the absence of the Chairman of the Board, or if there be none, at all meetings of the Board of Directors.  He shall be ex officio a member of all the standing committees, including the Executive Committee, if any, and shall have the general powers and duties of management usually vested in the office of President of a corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or the By-Laws.

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Section 8.Vice President.

In the absence or disability of the President, the Vice Presidents, in order of their rank as fixed by the Board of Directors, or if not ranked, the Vice President designated by the Board of Directors, shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to, all the restrictions upon, the President.  The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors or the By-Laws.

Section 9.Secretary.

The Secretary shall keep, or cause to be kept, a book of minutes at the principal office or such other place as the Board of Directors may order, of all meetings of Directors and Shareholders, with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present at Directors’ meetings, the number of shares present or represented at Shareholders’ meetings and the proceedings thereof.

The Secretary shall keep, or cause to be kept, at the principal office or at the office of the corporation’s transfer agent, a share register, or duplicate share register, showing the names of the Shareholders and their addresses; the number and classes of shares held by each; the number and date of certificates issued for the same; and the number and date of cancellation of every certificate surrendered for cancellation.

The Secretary shall give, or cause to be given, notice of all the meetings of the Shareholders and of the Board of Directors required by the By-Laws or by law to be given, and he shall keep the seal of the corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or by the By-Laws.

Section 10.Chief Financial Officer.

This Officer shall keep and maintain, or cause to be kept and maintained in accordance with generally accepted accounting principles, adequate and correct accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, earnings (or surplus) and shares.  The books of account shall at all reasonable times be open to inspection by any Director.

This Officer shall deposit all moneys and other valuables in the name and to the credit of the corporation with such depositaries as may be designated by the Board of Directors.  He shall disburse the funds of the corporation as may be ordered by the Board of Directors, shall render to the President and Directors, whenever they request it, an account of all of his transactions and of the financial condition of the corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors of the By-Laws.

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ARTICLE III

SHAREHOLDERS’ MEETINGS

Section 1.Place of Meetings.

Meetings of the Shareholders shall be held at the principal executive office of the corporation, in the State of California, unless some other appropriate and convenient location be designated for that purpose from time to time by the Board of Directors.

Section 2.Annual Meetings.

The annual meetings of the Shareholders shall be held, each year, at the time and on the day following:

Time of Meeting:	4:00 p.m.
Date of Meeting:	1st Thursday of September.

If this day shall be a legal holiday, then the meeting shall be held on the next succeeding business day, at the same hour.  At the annual meeting, the Shareholders shall elect a Board of Directors, consider reports of the affairs of the corporation and transact such other business as may be properly brought before the meeting.

Section 3.Special Meetings.

Special meetings of the Shareholders may be called at any time by the Board of Directors, the Chairman of the Board, the President, a Vice President, the Secretary, or by one or more Shareholders holding not less than one-tenth (1/10) of the voting power of the corporation.  Except as next provided, notice shall be given as for the annual meeting.

Upon receipt of a written request addressed to the Chairman, President, Vice President, or Secretary, mailed or delivered personally to such Officer by any person (other than the Board) entitled to call a special meeting of Shareholders, such Officer shall cause notice to be given, to the Shareholders entitled to vote, that a meeting will be held at a time requested by the person or persons calling the meeting, not less than twenty-five nor more than sixty days after the receipt of such request.  If such notice is not given within twenty days after receipt of such request, the persons calling the meeting may give notice thereof in the manner provided by these By-Laws or apply to the Superior Court as provided in Sec. 305(c).

Section 4.Notice of Meetings — Reports.

Notice of meetings, annual or special, shall be given in writing not less than ten nor more than sixty days before the date of the meeting, to Shareholders entitled to vote thereat by the Secretary or the Assistant Secretary, or if there be no such Officer, or in the case of his neglect or refusal, by any Director or Shareholder.

Such notices or any reports shall be given personally or by mail or other means of written communication as provided in Sec. 601 of the Code and shall be sent to

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the Shareholder’s address appearing on the books of the corporation, or supplied by him to the corporation for the purpose of notice, and in the absence thereof, as provided in Sec. 601 of the Code.

Notice of any meeting of Shareholders shall specify the place, the day and the hour of meeting, and (1) in case of a special meeting, the general nature of the business to be transacted and no other business may be transacted, or (2) in the case of an annual meeting, those matters which the Board at date of mailing, intends to present for action by the Shareholders.  At any meetings where Directors are to be elected, notice shall include the names of the nominees, if any, intended at date of Notice to be presented by management for election.

If a Shareholder supplies no address, notice shall be deemed to have been given to him if mailed to the place where the principal executive office of the company, in California, is situated, or published at least once in some newspaper of general circulation in the County of said principal office.

Notice shall be deemed given at the time it is delivered personally or deposited in the mail or sent by other means of written communication.  The Officer giving such notice or report shall prepare and file an affidavit or declaration thereof.

When a meeting is adjourned for forty-five days or more, notice of the adjourned meeting shall be given as in case of an original meeting.  Save, as aforesaid, it shall not be necessary to give any notice of adjournment or of the business to be transacted at an adjourned meeting other than by announcement at the meeting at which such adjournment is taken.

Section 5.Validation of Shareholders’ Meetings.

The transactions of any meeting of Shareholders, however called and noticed, shall be valid as though had at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each of the Shareholders entitled to vote, not present in person or by proxy, sign a written waiver of notice, or a consent to the holding of such meeting or an approval of the minutes thereof.  All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.  Attendance shall constitute a waiver of notice, unless objection shall be made as provided in Sec. 601(e).

Section 6.Shareholders Acting Without A Meeting — Directors.

Any action which may be taken at a meeting of the Shareholders, may be taken without a meeting or notice of meeting if authorized by a writing signed by all of the Shareholders entitled to vote at a meeting for such purpose, and filed with the Secretary of the corporation, provided further that while ordinarily Directors can only be elected by unanimous written consent under Sec. 603(d), if the Directors fail to file a vacancy, then a Director to fill that vacancy may be elected by the written consent of persons holding a majority of shares entitled to vote for the election of Directors.

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Section 7.Other Actions Without A Meeting.

Unless otherwise provided in the GCL or the Articles, any action which may be taken at any annual or special meeting of Shareholders may be taken without a meeting and without prior notice if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

Unless the consents of all Shareholders entitled to vote have been solicited in writing,

(1)Notice of any Shareholder approval pursuant to Secs.  310, 317, 1201 or 2007 without a meeting by less than unanimous written consent shall be given at least 10 days before the consummation of the action authorized by such approval, and

(2)Prompt notice shall be given of the taking of any other corporate action approved by Shareholders without a meeting by less than unanimous written consent, to each of those Shareholders entitled to vote who have not consented in writing.

Any Shareholder giving a written consent, or the Shareholder’s proxyholders, or a transferee of the shares of a personal representative of the Shareholder or their respective proxyholders, may revoke the consent by a writing received by the corporation prior to the time that written consents of the number of shares required to authorize the proposed action have been filed with the Secretary of the corporation, but may not do so thereafter.  Such revocation is effective upon its receipt by the Secretary of the corporation.

Section 8.Quorum.

The holders of a majority of the shares entitled to vote thereat, present in person, or represented by proxy, shall constitute a quorum at all meetings of the Shareholders for the transaction of business except as otherwise provided by law, by the Articles of Incorporation, or by these By-Laws.  If, however, such majority shall not be present or represented at any meeting of the Shareholders, the Shareholders entitled to vote thereat, present in person, or by proxy, shall have the power to adjourn the meeting from time to time, until the requisite amount of voting shares shall be present.  At such adjourned meeting at which the requisite amount of voting shares shall be represented, any business may be transacted which might have been transacted at a meeting as originally notified.

If a quorum be initially present, the Shareholders may continue to transact business until adjournment, notwithstanding the withdrawal of enough Shareholders to leave less than a quorum, if any action taken is approved by a majority of the Shareholders required to initially constitute a quorum.

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Section 9.Voting Rights; Cumulative Voting.

Only persons in whose names shares entitled to vote stand on the stock records of the corporation on the day of any meeting of Shareholders, unless some other day be fixed by the Board of Directors for the determination of Shareholders of record, and then on such other day, shall be entitled to vote at such meeting.

Provided the candidate’s name has been placed in nomination prior to the voting and one or more Shareholder has given notice at the meeting prior to the voting of the Shareholder’s intent to cumulate the Shareholder’s votes, every Shareholder entitled to vote at any election for Directors of any corporation for profit may cumulate his votes and give one candidate a number of votes equal to the number of Directors to be elected multiplied by the number of votes to which his shares are entitled, or distribute his votes on the same principle among as many candidates as he thinks fit.

The candidates receiving the highest number of votes up to the number of Directors to be elected are elected.

The Board of Directors may fix a time in the future not exceeding thirty days preceding the date of any meeting of Shareholders or the date fixed for the payment of any dividend or distribution, or for the allotment of rights, or when any change or conversion or exchange of shares shall go into effect, as a record date for the determination of the Shareholders entitled to notice of and to vote at any such meeting, or entitled to receive any such dividend or distribution, or any allotment of rights, or to exercise the rights in respect to any such change, conversion or exchange of shares.  In such case only Shareholders of record on the date so fixed shall be entitled to notice of and to vote at such meeting, or to receive such dividends, distribution or allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any share on the books of the company after any record date fixed as aforesaid.  The Board of Directors may close the books of the company against transfers of shares during the whole or any part of such period.

Section 10.Proxies.

Every Shareholder entitled to vote, or to execute consents, may do so, either in person or by written proxy, executed in accordance with the provisions of Secs. 604 and 705 of the Code and filed with the Secretary of the corporation.

Section 11.Organization.

The President, or in the absence of the President, any Vice President, shall call the meeting of the Shareholders to order, and shall act as chairman of the meeting.  In the absence of the President and all of the Vice Presidents, Shareholders shall appoint a chairman for such meeting.  The Secretary of the company shall act as Secretary of all meetings of the Shareholders, but in the absence of the Secretary at any meeting of the Shareholders, the presiding Officer may appoint any person to act as Secretary of the meeting.

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Section 12.Inspectors of Election.

In advance of any meeting of Shareholders the Board of Directors may, if they so elect, appoint inspectors of election to act at such meeting or any adjournments thereof.  If inspectors of election be not so appointed, the chairman of any such meeting may, and on the request of any Shareholder or his proxy shall, make such appointment at the meeting in which case.  the number of inspectors shall be either one or three as determined by a majority of the Shareholders represented at the meeting.

Section 13.Shareholders’ Agreements.

Notwithstanding the above provisions in the event this corporation elects to become a close corporation, an agreement between two or more Shareholders thereof, if in writing and signed by the parties thereof, may provide that in exercising any voting rights the shares held by them shall be voted as provided therein or in Sec. 706, and may otherwise modify these provisions as to Shareholders’ meetings and actions.

ARTICLE IV

CERTIFICATES AND TRANSFER OF SHARES

Section 1.Certificates for Shares.

Certificates for shares shall be of such form and device as the Board of Directors may designate and shall state the name of the record holder of the shares represented thereby; its number; date of issuance; the number of shares for which it is issued; a statement of the rights, privileges, preferences and restrictions, if any; a statement as to the redemption or conversion, if any; a statement of liens or restrictions upon transfer or voting, if any; if the shares be assessable or, if assessments are collectible by personal action, a plain statement of such facts.

Every certificate for shares must be signed by the President or a Vice-President and the Secretary or an Assistant Secretary or must be authenticated by facsimiles of the signatures of the President and Secretary or by a facsimile of the signature of its President and the written signature of its Secretary or an Assistant Secretary.  Before it becomes effective every certificate for shares authenticated by a facsimile of a signature must be countersigned by a transfer agent or transfer clerk and must be registered by an incorporated bank or trust company, either domestic or foreign, as registrar of transfers.

Section 2.Transfer on the Books.

Upon surrender to the Secretary or transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

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Section 3.Lost or Destroyed Certificates.

Any person claiming a certificate of stock to be lost or destroyed shall make an affidavit or affirmation of that fact and shall if the Directors so require give the corporation a bond of indemnity, in form and with one or more sureties satisfactory to the Board, in at least double the value of the stock represented by said certificate, whereupon a new certificate may be issued in the same tenor and for the same number of shares as the one alleged to be lost or destroyed.

Section 4.Transfer Agents and Registrars.

The Board of Directors may appoint one or more transfer agents or transfer clerks, and one or more registrars, which shall be an incorporated bank or trust company — either domestic or foreign, who shall be appointed at such times and places as the requirements of the corporation may necessitate and the Board of Directors may designate.

Section 5.Closing Stock Transfer Books — Record Date.

In order that the corporation may determine the Shareholders entitled to notice of any meeting or to vote or entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect of any other lawful action, the Board may fix, in advance, a record date, which shall not be more than sixty nor less than ten days prior to the date of such meeting nor more than sixty days prior to any other action.

If no record date is fixed:

The record date for determining Shareholders entitled to notice of or to vote at a meeting of Shareholders shall be at the close of business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held.

The record date for determining Shareholders entitled to give consent to corporate action in writing without a meeting, when no prior action by the Board is necessary, shall be the day on which the first written consent is given.

The record date for determining Shareholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto, or the 60th day prior to the date of such other action, whichever is later.

Section 6.Legend Condition.

In the event any shares of this corporation are issued pursuant to a permit or exemption therefrom requiring the imposition of a legend condition the person or persons issuing or transferring said shares shall make sure said legend appears on the certificate and on the stub relating thereto in the stock record book and shall not be required to transfer any shares free of such legend unless an amendment to such permit or a new permit be first issued so authorizing such a deletion.

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Section 7.Close Corporation Certificates.

All certificates representing shares of this corporation, in the event it shall elect to become a close corporation, shall contain the legend required by Sec. 418 c.

ARTICLE V

CORPORATE RECORDS AND REPORTS — INSPECTION

Section 1.Records.

The corporation shall maintain, in accordance with generally accepted accounting principles, adequate and correct accounts, books and records of its business and properties.  All of such books, records and accounts shall be kept at its principal executive office in the State of California, as fixed by the Board of Directors from time to time.

Section 2.Inspection of Books and Records.

All books and records provided for in Sec. 1500 shall be open to inspection of the Directors and Shareholders from time to time and in the manner provided in said Sec. 1600 — 1602.

Section 3.Certification and Inspection of By-Laws.

The original or a copy of these By-Laws, as amended or otherwise altered to date, certified by the Secretary, shall be kept at the corporation’s principal executive office and shall be open to inspection by the Shareholders of the company, at all reasonable times during office hours, as provided in Sec. 213 of the Corporations Code.

Section 4.Checks, Drafts, Etc.

All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the corporation, shall be signed or endorsed by such person or persons and in such manner as shall be determined from time to time by resolution of the Board of Directors.

Section 5.Contracts, Etc. — How Executed.

The Board of Directors, except as in the By-Laws otherwise provided, may authorize any Officer or Officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation.  Such authority may be general or confined to specific instances.  Unless so authorized by the Board of Directors, no Officer, agent or employee shall have any power or authority to bind the corporation by any contract or agreement, or to pledge its credit, or to render it liable for any purpose or to any amount, except as provided in Sec. 313 of the Corporations Code.

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ARTICLE VI

ANNUAL REPORTS

Section 1.Due Date, Contents.

The Board of Directors shall cause an annual report or statement to be sent to the Shareholders of this corporation not later than 120 days after the close of the fiscal or calendar year in accordance with the provisions of Secs. 1500 — 1501.  Such report shall be sent to Shareholders at least fifteen days prior to the annual meeting of Shareholders.  Such report shall contain a balance sheet as of the end of the fiscal year, an income statement and a statement of changes in financial position for such fiscal year, accompanied by any report thereon of independent accountant, or if there is no such report, a certificate of the Chief Financial Officer or President that such statements were prepared without audit from the books and records of the corporation.

Section 2.Waiver.

The foregoing requirement of an annual report may be waived by the Board so long as this corporation shall have less than 100 Shareholders.

ARTICLE VII

AMENDMENTS TO BY-LAWS

Section 1.By Shareholders.

New By-Laws may be adopted or these By-Laws may be repealed or amended at their annual meeting, or at any other meeting of the Shareholders called for that purpose, by a vote of Shareholders entitled to exercise a majority of the voting power of the corporation, or by written assent of such Shareholders.

Section 2.Powers of Directors.

Subject to the right of the Shareholders to adopt, amend or repeal By-Laws, as provided in Section 1 of this Article VII, and the limitations of Sec. 204(a)(5) and Sec. 212, the Board of Directors may adopt, amend or repeal any of these By-Laws other than a By-Law or amendment thereof changing the authorized number of Directors.

Section 3.Record of Amendments.

Whenever an amendment or new By-Law is adopted, it shall be copied in the book of By-Laws with the original By-Laws, in the appropriate place.  If any By-Law is repealed, the fact of repeal with the date of the meeting at which the repeal was enacted or written assent was filed shall be stated in said book.

ARTICLE VIII

MISCELLANEOUS

Section 1.References to Code Sections.

“Sec.” references herein refer to the equivalent Sections of the General Corporation Law effective January 1, 1977, as amended.

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Section 2.Effect of Shareholders’ Agreement.

Any Shareholders’ Agreement authorized by Sec. 300(b), shall only be effective to modify the terms of these By-Laws if this corporation elects to become a close corporation with appropriate filing of or amendment to its Articles as required by Sec. 202 and shall terminate when this corporation ceases to be a close corporation.  Such an agreement cannot waive or alter Secs. 158, (defining close corporations), 202 (requirements of Articles of Incorporation), 500 and 501 relative to distributions, 111 (merger), 1201(e) (reorganization) or Chapters 15 (Records and Reports), 16 (Rights of Inspection), 18 (Involuntary Dissolution) or 22 (Crimes and Penalties).  Any other provisions of the Code or these By-Laws may be altered or waived thereby, but to the extent they are not so altered or waived, these By-Laws shall be applicable.

Section 3.Representation of Shares in Other Corporations.

Shares of other corporations standing in the name of this corporation may be voted or represented and all incidents thereto may be exercised on behalf of the corporation by the Chairman of the Board, the President or any Vice President and the Secretary or an Assistant Secretary.

Section 4.Subsidiary Corporations.

Shares of this corporation owned by a subsidiary shall not be entitled to vote on any matter.  A subsidiary for these purposes is defined as a corporation, the shares of which possessing more than 25% of the total combined voting power of all classes of shares entitled to vote, are owned directly or indirectly through one or more subsidiaries.

Section 5.Indemnity.

The corporation may indemnify any Director, Officer, agent or employee as to those liabilities and on those terms and conditions as are specified in Sec. 317.  In any event, the corporation shall have the right to purchase and maintain insurance on behalf of any such persons whether or not the corporation would have the power to indemnify such person against the liability insured against.

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CERTIFICATE OF ADOPTION OF AMENDED BY-LAWS

OF

OXNARD AMBULANCE SERVICE, INC.

I, the undersigned, hereby certify;

That I am the Secretary of the above-named corporation, a California corporation; and that the foregoing by-laws consisting of 17 pages are true and correct copies of the by-laws of the by-laws of the corporation as duly adopted by unanimous written consent of the Directors of the corporation on 21 July, 1977, and unanimous approval of the shareholders of the corporation dated 21 July, 1977.

IN WITNESS WHEREOF, I hereto set my hand and affix the seal of the corporation this 21st day of July, 1977.

/s/ Jimmy L. Helms

JIMMY HELMS, Secretary

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EX-3.123

Exhibit 3.123

ARTICLES OF INCORPORATION

OF

HANK’S ACQUISITION CORP.

1. The name of the corporation is Hank’s Acquisition Corp.

2. The number of shares of capital stock the corporation is authorized to issue is 3,000 shares of common stock, par value $0.01

3. The street address of the corporation’s initial registered office is 2000 Interstate Park Drive, Suite 204, Montgomery, Alabama 36109, and the name of its initial registered agent at that office is The Corporation Company.

4. The name and address of the incorporator of the corporation is Joshua T. Gaines, 2821 South Parker Road, 10th Floor, Aurora, Colorado 80014.

5. (a) The name and address of the individual who is to serve as the initial director of the corporation is as follows:

Name	Address
George B. DeHuff	2821 South Parker Road 10th Floor Aurora, Colorado 80014

(b) The number of directors shall be one or more, as specified in the bylaws of the corporation. The bylaws may establish a variable range for the size of the board of directors by fixing a minimum and a maximum number of directors. The number of directors may be fixed or changed from time to time, within the minimum and maximum, by the board of directors.

6. The purpose or purposes for which the corporation is organized are, and the corporation is hereby expressly authorized to engage in, the transaction of any or all lawful business for which corporations may be incorporated under the Alabama Business Corporation Act, including, but not limited to, emergency and non-emergency medical transportation.

7. A director of the corporation shall not be liable to the corporation or its shareholders for money damages for any action taken, or failure to take action, as a director, except for (i) the amount of a financial benefit received by such director to which such director is not entitled; (ii) an intentional infliction of harm by such director on the corporation or its shareholders; (iii) a violation of Section 10-2B-8.33 of the Alabama Business Corporation Act or any successor provision to such section; (iv) an intentional violation by such director of criminal law; or (v) a breach of such director’s duty of loyalty to the corporation or its shareholders. If the Alabama Business Corporation Act, or any successor statute thereto, is hereafter amended to authorize the further elimination or limitation of the liability of a director of a corporation, then the liability of a director of the corporation, in

addition to the limitations on liability provided herein, shall be limited to the fullest extent permitted by the Alabama Business Corporation Act,

as amended, or any successor statute thereto. Any repeal or modification of this provision by the shareholders of the corporation shall be prospective only and shall not adversely affect any limitation on the liability of a director of the corporation existing at the time of such repeal or modification.

8. No shareholder shall have a preemptive right to purchase shares of any class of capital stock of the corporation, including treasury shares.

The undersigned, the incorporator of the corporation, executes these Articles of Incorporation on the 27th day of August 1998, which Articles of Incorporation shall be effective upon filing.

/s/ Joshua T. Gaines

Joshua T. Gaines

This instrument prepared by:

Tracy M. Thompson, Esq.

Bradley Arant Rose & White LLP

2001 Park Place, Suite 1400

Birmingham, Alabama 35203

THE STATE OF ALABAMA	)
Montgomery County	)	Probate Court

I, Reese McKinney, Jr., Judge of Probate in and for said County, in said State, hereby certify that the within and foregoing pages are a full, true and complete copy of Articles of Incorporation of Hank’s Acquisition Corp. as fully and completely as the same appears of record in this office in Book No. 0211 of CORP at page 0591.

Given under my hand and official seal this 17th day of September, A.D. 1998

/s/ Reese McKinney, Jr.

Judge Probate Court, Montgomery County, Alabama

ARTICLES OF MERGER

of

HANK’S ACQUISITION CORP.,

an Alabama Corporation

and

HANK’S ACQUISITION CORP.,

a Delaware Corporation

In accordance with the provisions of Sections 10-2B-11.05 and 10-2B-11.07 of the revised Alabama Business Corporation Act, Hank’s Acquisition Corp., an Alabama corporation, and Hank’s Acquisition Corp., a Delaware corporation, adopt the following Articles of Merger for the purpose of merging Hank’s Acquisition Corp., a Delaware corporation, into Hank’s Acquisition Corp., an Alabama corporation;

1. The law of the State of Delaware permits such merger.

2. The name of the surviving corporation is Hank’s Acquisition Corp., and it is to be governed by the laws of the State of Alabama.

3. The plan of merger approved by the corporations is as set forth in the Agreement and Plan of Merger which is attached hereto as Schedule I, and made a part hereof.

4. Hank’s Acquisition Corp., an Alabama corporation, has issued and outstanding 100 shares of its Common Stock, par value $0.01 per share, each of which was entitled to one vote with respect to the plan of merger. Hank’s Acquisition Corp., a Delaware corporation, has issued and outstanding 3,000 shares of its common stock, par value $0.001 per share, each of which was entitled to one vote with respect to the plan of merger.

5. The sole shareholder of Hank’s Acquisition Corp., an Alabama corporation, holding 100 shares of the Common Stock, approved said plan of merger by action by written consent in lieu of a meeting. The sole stockholder of Hank’s Acquisition Corp., a Delaware corporation, holding 3,000 shares of its Common Stock, approved the said plan of merger by an action by written consent in lieu of a meeting.

6. In accordance with Section 10-2B-11.05 of the Alabama Business Corporation Act, the Articles of Incorporation of Hank’s Acquisition Corp., an Alabama corporation, are filed with the Montgomery County Judge of Probate and with the Secretary of State of Alabama.

IN WITNESS WHEREOF, each of the corporations has duly caused these Articles of Merger to be executed by its respective duly authorized officers as of this 31st day of August, 1998.

HANK’S ACQUISITION CORP.
an Alabama Corporation
By:	/s/ Joshua T. Gaines.
	Joshua T. Gaines
Its Vice President
HANK’S ACQUISITION CORP.
a Delaware Corporation
By:	/s/ Joshua T. Gaines.
	Joshua T. Gaines
Its Vice President

STATE OF COLORADO	)
	)
COUNTY OF ARAPAHOE	)

Before me, the undersigned authority in and for said County in said State, personally appeared Joshua T. Gaines, who is known to me and who, being first duly sworn, does depose and say that he is the Vice President of Hank’s Acquisition Corp., an Alabama corporation; that he signed the foregoing Articles of Merger as Vice President of said corporation and with full authority; and that the statements made in the foregoing Articles of Merger are true and correct.

/s/ J. T. Gaines

Joshua T. Gaines

Subscribed and sworn to before me on this 28th of August, 1998, in witness whereof I hereunto subscribe my name and attach the seal of my office.

		/s/ Elaine Roberts
		Notary Public
[NOTARIAL SEAL]		My commission expires: October 1, 2000
STATE OF COLORADO	)
	)
COUNTY OF ARAPAHOE	)

Before me, the undersigned authority in and for said County in said State, personally appeared Joshua T. Gaines, who is known to me and who, being first duly sworn, does depose and say that he is the Vice President of Hank’s Acquisition Corp., a Delaware corporation; that he signed the foregoing Articles of Merger as Vice President of said corporation and with full authority; and that the statements made in the foregoing Articles of Merger are true and correct.

/s/ J. T. Gaines

Joshua T. Gaines

Subscribed and sworn to before me on this 28th of August, 1998, in witness whereof I hereunto subscribe my name and attach the seal of my office.

	/s/ Elaine Roberts
	Notary Public
[NOTARIAL SEAL]	My commission expires: October 1, 2000

SCHEDULE I

AGREEMENT

and

PLAN OF MERGER

Between

HANK’S ACQUISITION CORP.

an Alabama corporation

and

HANK’S ACQUISITION CORP.

a Delaware corporation

Dated as of August 31, 1998

TABLE OF CONTENTS

ARTICLE I
DEFINITIONS
1.1.	“Agreement” or “this Agreement”	2
1.2.	“Effective Time of the Merger”	2
1.3.	“Merger”	2
1.4.	“Surviving Corporation”	2
ARTICLE II.
CONSTITUENT AND SURVIVING CORPORATIONS; CAPITALIZATION;
MERGER; EFFECTIVE TIME
2.1.	Constituent Corporations	2
2.2.	Surviving Corporation	2
2.3.	Capitalization of Constituent Corporations	3
2.4.	Merger	3
ARTICLE III.
GOVERNING LAW; ARTICLES OF INCORPORATION; BYLAWS
3.1.	Governing Law	4
3.2.	Articles of Incorporation	4
3.3.	Bylaws	4
ARTICLE IV.
BOARD OF DIRECTORS AND OFFICERS OF SURVIVING
CORPORATION
4.1.	Board of Directors of Surviving Corporation	4
4.2.	Officers of Surviving Corporation	4
ARTICLE V.
MANNER OF CONVERTING SHARES; CAPITALIZATION
5.1.	Stock of Hank’s-AL	5
5.2.	Stock of Hank’s-DE	5

ARTICLE VI.
EFFECT OF THE MERGER
6.1.	Rights, Privileges, etc.	5
6.2	Employee Benefit Plans	5
6.3.	Options, Warrants and Rights	6
6.4.	Survival of Hank’s-DE	6
6.5.	Further Action	6
ARTICLE VII.
TERMINATION
ARTICLE VIII.
AGREEMENT TO SERVICE OF PROCESS IN DELAWARE
ARTICLE IX.
MISCELLANEOUS PROVISIONS
9.1.	Amendment and Modification; Waiver; Etc.	7
9.2.	Governing Law	7
9.3.	Successors and Assigns	7
9.4.	Counterparts	7
9.5.	Headings	7
9.6.	Entire Agreement	7

AGREEMENT AND PLAN OF MERGER

This AGREEMENT AND PLAN OF MERGER, dated as of August 31, 1998, between HANK’S ACQUISITION CORP., an Alabama corporation (herein called “Hank’s-AL”), and HANK’S ACQUISITION CORP., a Delaware corporation (herein called “Hank’s-DE” and Hank’s-AL and Hank’s-DE being sometimes herein together referred to as the “Constituent Corporations”),

WITNESSETH:

WHEREAS, all of the issued and outstanding capital stock of Hank’s-AL is owned by Careline, Inc., a Delaware corporation (“Careline”), and all of the issued and outstanding capital stock of Hank’s-DE is owned by Careline; and

WHEREAS, the sole directors of Hank’s-AL and Hank’s-DE, respectively, deem it advisable for the general welfare and advantage of their respective corporations and their respective sole shareholder and sole stockholder that Hank’s-DE merge with and into Hank’s-AL pursuant to this Agreement and Plan of Merger and pursuant to applicable law (such transaction being herein called the “Merger”); and

WHEREAS, the respective sole directors of the Constituent Corporations have approved this Agreement and Plan of Merger and have directed that this Agreement and Plan of Merger be submitted to the sole stockholder or sole shareholder, as the case may be, of each of the Constituent Corporations for their approval;

NOW, THEREFORE, in consideration of the premises and the agreements herein contained, and intending to be legally bound hereby, the parties hereto hereby agree with each other that Hank’s-DE shall be merged with and into Hank’s-AL as the surviving corporation in accordance with the applicable laws of the States of Alabama and Delaware and that the terms and conditions of the Merger and the mode of carrying it into effect are and shall be as follows:

ARTICLE I.

DEFINITIONS

In addition to the words and terms defined elsewhere herein, the words and terms defined in this Article I shall, for all purposes of this Agreement and Plan of Merger, have the meanings herein specified, unless the context expressly or by necessary implication otherwise requires:

I.1. “Agreement” or “this Agreement” shall mean this Agreement and Plan of Merger as the same may be supplemented or amended from time to time;

I.2. “Effective Time of the Merger” shall have the meaning specified in Section 2.4 of this Agreement;

1.3. “Merger” shall mean the merger of Hank’s-DE with and into Hank’s-AL in accordance with this Agreement and applicable law; and

I.4. “Surviving Corporation” shall mean Hank’s-AL and its successors and assigns, as provided in Section 2.2 of this Agreement.

ARTICLE II.

CONSTITUENT AND SURVIVING CORPORATIONS;
CAPITALIZATION; MERGER; EFFECTIVE TIME

II.1. Constituent Corporations. The names of the corporations which are the constituent corporations to the Merger are Hank’s Acquisition Corp., an Alabama corporation, and Hank’s Acquisition Corp., a Delaware corporation.

II.2. Surviving Corporation. The surviving corporation is and will be Hank’s Acquisition Corp., an Alabama corporation.

III.3. Capitalization of Constituent Corporations.

(a) Hank’s-AL. Immediately prior to the Effective Time of the Merger, Hank’s-AL shall have authorized 3,000 shares of Common Stock, par value $0.01 per share (herein called “Hank’s-AL Common Stock”), of which 100 shares shall be issued and outstanding and zero shares shall be owned by Hank’s-AL and held as treasury stock. The holder of the shares of Hank’s-AL Common Stock is entitled to vote with respect to the Merger.

(b) Hank’s-DE. Immediately prior to the Effective Time of the Merger, Hank’s-DE shall have authorized 3,000 shares of Common Stock, par value $0.001 per share (herein called “Hank’s-DE Common Stock”), of which 3,000 shares shall be issued and outstanding and zero shares shall be owned by Hank’s-DE and held as treasury stock. The holder of the shares of Hank’s-DE Common Stock is entitled to vote with respect to the Merger.

II.4. Merger. Subject to the terms and conditions of this Agreement, in accordance with the provisions of the Alabama Business - Corporation Act and the General Corporation Law of the State of Delaware, Hank’s-DE shall be merged with and into Hank’s-AL, which shall be the Surviving Corporation.

The Merger shall not become effective until, and shall become effective upon, the happening of all of the following:

(i) The filing of this Agreement, properly certified, executed and acknowledged by each of the Constituent Corporations after the adoption and approval of this Agreement by the sole stockholder or sole shareholder of each thereof, or the filing of an executed certificate of merger, with the Secretary of State of the State of Delaware, who shall transmit a copy of such Agreement or certificate of merger, as the case may be, for recordation in the Office of the Recorder of Deeds of Kent County, Delaware.

(ii) The filing of executed articles of merger (herein called the “Alabama Articles of Merger”) with the Secretary of State of the State of Alabama in accordance with Sections 10-2B-11.05 and 10-2B-11.07 of the Code of Alabama of 1975, or the successor provisions thereto, as the case may be.

The time when the Merger shall become effective is herein called the “Effective Time of the Merger.”

ARTICLE III.

GOVERNING LAW;

ARTICLES OF INCORPORATION;

BYLAWS

III.1. Governing Law. Hank’s-AL, as the Surviving Corporation, shall be governed by the laws of the State of Alabama.

III.2. Articles of Incorporation. The articles of incorporation of Hank’s-AL, attached hereto as Exhibit A shall be the articles of incorporation of the Surviving Corporation from and after the Effective Time of the Merger until amended or restated as therein or by law provided.

III.3. Bylaws. The bylaws of Hank’s-AL as in effect immediately prior to the Effective Time of the Merger shall continue in force and be the bylaws of the Surviving Corporation after the Effective Time of the Merger until amended as therein or by law provided.

ARTICLE IV.

BOARD OF DIRECTORS AND OFFICERS

OF SURVIVING CORPORATION

IV.l. Board of Directors of Surviving Corporation. From and after the Effective Time of the Merger and until the annual meeting of shareholders of Hank’s-AL next following the Effective Time of the Merger, and thereafter until their successors shall have been duly elected and qualify, the members of the Board of Directors of the Surviving Corporation shall be the members of the Board of Directors of Hank’s-DE immediately prior to the Effective Time of the Merger.

IV.2. Officers of Surviving Corporation. From and after the Effective Time of the Merger and until their successors shall have been duly elected and qualify or until their earlier resignation or removal, the officers of the Surviving Corporation shall be the officers of Hank’s-DE immediately prior to the Effective Time of the Merger.

ARTICLE V.

MANNER OF CONVERTING SHARES; CAPITALIZATION

V.1. Stock of Hank’s-AL. At the Effective Time of the Merger, each share of Hank’s-AL Common Stock issued and outstanding immediately prior to the merger, including, without limitation, each share, if any, of Hank’s-AL Common Stock held as treasury stock, shall be automatically converted into and become, without further action by the holder thereof, one share of Common Stock of the Surviving Corporation. As of and after the Effective Time of the Merger, each outstanding certificate which prior to the Effective Time of the Merger represented shares of Hank’s-AL Common Stock shall be deemed for all purposes to evidence ownership of, and to represent an equal number of, shares of Common Stock of the Surviving Corporation.

V.2. Stock of Hank’s-DE. Upon the Effective Time of the Merger, by virtue of the merger and without any action on the part of the holder thereof, each share of Hank’s-DE Common Stock issued and outstanding immediately prior thereto shall be canceled.

ARTICLE VI.

EFFECT OF THE MERGER

VI.1. Rights, Privileges, etc. At the Effective Time, Hank’s-AL, without further act, deed or other transfer, shall retain or succeed to, as the case may be, and possess and be vested with, all rights, privileges, immunities, powers, franchises and authority, of a public as well as of a private nature of the Constituent Corporations; all property of every description and every interest therein and all debts and other obligations of or belonging to or due to the Constituent Corporations on whatever account shall thereafter be taken and deemed to be held by or transferred to, as the case may be, or vested in Hank’s-AL without further act or deed; title to any real estate, or any interest therein, vested in the Constituent Corporations shall not revert or in any way be impaired by reason of the Merger; and all of the rights of creditors of the Constituent Corporations shall be preserved unimpaired, and all liens upon the property of the Constituent Corporations shall be preserved unimpaired, and such debts, liabilities, obligations and duties of the Constituent Corporations shall thenceforth, remain with or attach to, as the case may be, Hank’s-AL and may be enforced against it to the same extent as if all such debts, liabilities, obligations and duties had been incurred or contracted by it.

VI.2. Employee Benefit Plans. At the Effective Time of the Merger, Hank’s-AL will automatically assume all obligations of Hank’s-DE under any and all employee benefit plans in effect as of the Effective Time of the Merger or with respect to which employee rights or accrued benefits are outstanding as of the Effective Time of the Merger.

VI.3. Options, Warrants and Rights. Each outstanding option, warrant or right to acquire shares of Hank’s-DE Common Stock which are not exercised prior to the Effective Time shall, at the Effective Time, be converted into the right to receive the same number of shares of Hank’s-AL Common Stock subject to the terms, conditions and provisions for adjustment to which such options, warrants or rights were previously subject.

VI.4. Survival of Hank’s-DE. At the Effective Time of the Merger, the separate corporate existence of Hank’s-DE shall cease, except insofar as it may be continued by statute, and it shall be merged with and into Hank’s-AL, the Surviving Corporation, with the effects set forth in the Alabama Business Corporation Act and the General Corporation Law of the State of Delaware.

VI.5. Further Action. Hank’s-DE shall, to the extent permitted by law, from time to time, as and when requested by the Surviving Corporation or by its successors or assigns, execute and deliver, or cause to be executed and delivered, all such deeds and instruments and take, or cause to be taken, such further or other action as the Surviving Corporation may deem necessary or desirable in order to vest in and confirm to the Surviving Corporation title to and possession of any property of said corporation acquired or to be acquired by reason or as a result of the Merger and otherwise to carry out the intent and purposes of this Agreement, and the proper officers and directors of Hank’s-DE and of the Surviving Corporation are hereby authorized, in the name of Hank’s-AL or Hank’s-DE or otherwise, to take any and all such action.

ARTICLE VII.

TERMINATION

This Agreement may be terminated and the Merger abandoned at any time prior to the Effective Time of the Merger, whether before or after approval of this Agreement by the sole shareholder or sole stockholder, as the case may be, of any of the Constituent Corporations, by resolution of the sole director of any of the Constituent Corporations, if any circumstances develop which in the opinion of such sole director make proceeding with the Merger inadvisable. In the event of such termination and abandonment, this Agreement shall become void and have no effect, without any liability on the part of any of the Constituent Corporations or their stockholders or shareholders, directors, or officers with respect thereto.

ARTICLE VIII.

AGREEMENT TO SERVICE OF PROCESS IN DELAWARE

The Surviving Corporation agrees that it may be served with process in the State of Delaware in any proceeding for enforcement of any obligation of Hank’s-DE and in any proceeding for enforcement of the rights of a dissenting stockholder of Hank’s-DE against the Surviving Corporation, and hereby irrevocably appoints the Secretary of State of the State of Delaware as its agent to accept service of process in such proceeding. Such agreement shall be contained in the Delaware Certificate of Merger.

ARTICLE IX.

MISCELLANEOUS PROVISIONS

IX.1. Amendment and Modification; Waiver; Etc. The parties hereto, by mutual agreement in writing approved by their respective sole directors, or their respective officers authorized by their respective sole directors, may amend, modify and supplement this Agreement in any respect.

IX.2. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Alabama, except to the extent the corporate laws of the State of Delaware shall apply to Hank’s-DE.

IX.3. Successors and Assigns. This Agreement and all of the provisions hereof shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns.

IX.4. Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IX.5. Headings. The headings of the Sections and Articles of this Agreement are inserted for convenience only and shall not constitute a part hereof.

IX.6. Entire Agreement. This Agreement, including the other documents referred to herein which form a part hereof, contains the entire understanding of the parties hereto with respect to the subject matter contained herein. There are no restrictions, promises, warranties, covenants, or undertakings, other than those expressly set forth herein. This Agreement supersedes all prior agreements and understandings, whether oral or written, between the parties with respect to such subject matter.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the date first above written.

		HANK’S ACQUISITION CORP.,
		an Alabama corporation
		By:	/s/ Joshua T. Gaines
			Joshua T. Gaines
		Its Vice President
ATTEST:
By:	/s/ Robert T. Allen
	Robert T. Allen
Its Assistant Secretary
		HANK’S ACQUISITION CORP.,
		an Alabama corporation
		By:	/s/ Joshua T. Gaines
			Joshua T. Gaines
		Its Vice President
ATTEST:
By:	/s/ Robert T. Allen
	Robert T. Allen
Its Assistant Secretary

CERTIFICATE OF THE ASSISTANT SECRETARY OF

HANK’S ACQUISITION CORP.

I, Robert T. Allen, as Assistant Secretary of Hank’s Acquisition Corp., an Alabama corporation, do hereby certify under the seal of said corporation that the foregoing Agreement and Plan of Merger of Hank’s Acquisition Corp., an Alabama corporation, and Hank’s Acquisition Corp., a Delaware corporation, was approved and adopted by the holder of all of shares of Hank’s Acquisition Corp., an Alabama corporation, by an action by written consent of the sole shareholder of said corporation in lieu of a meeting following its adoption by the sole director of said corporation.

IN WITNESS WHEREOF, I have hereunto set my hand in my capacity as aforesaid, and have caused this certificate to be dated as of the 31 day of August, 1998.

/s/ Robert T. Allen

Robert T. Allen

As Assistant Secretary of

Hank’s Acquisition Corp.

an Alabama corporation

CERTIFICATE OF THE ASSISTANT SECRETARY OF

HANK’S ACQUISITION CORP.

I, Robert T. Allen, as Assistant Secretary of Hank’s Acquisition Corp., a Delaware corporation, do hereby certify under the seal of said corporation that the foregoing Agreement and Plan of Merger of Hank’s Acquisition Corp., an Alabama corporation, and Hank’s Acquisition Corp., a Delaware corporation, was approved and adopted by the written consent of the sole stockholder of Hank’s Acquisition Corp., a Delaware corporation, following its adoption by written consent of the sole director of said corporation.

IN WITNESS WHEREOF, I have hereunto set my hand in my capacity as aforesaid, and have caused this certificate to be dated as of the 31 day of August, 1998.

/s/ Robert T. Allen

Robert T. Allen

As Assistant Secretary of

Hank’s Acquisition Corp.

a Delaware corporation

STATE OF ALABAMA

STATEMENT OF CHANGE OF REGISTERED AGENT OR
REGISTERED OFFICE OR BOTH

CHECK ONE:	o	FOREIGN CORPORATION
	x	DOMESTIC PROFIT CORPORATION

PURSUANT TO THE PROVISIONS OF THE ALABAMA BUSINESS CORPORATION ACT, THE UNDERSIGNED CORPORATION SUBMITS THE FOLLOWING STATEMENT FOR THE PURPOSE OF CHANGING ITS REGISTERED AGENT, ITS REGISTERED OFFICE, OR BOTH IN THE STATE OF ALABAMA.

State ID#: 197-472

State of incorporation: Alabama

1.The name of the corporation:

HANK’S ACQUISITION CORP.

2.The name of the present registered agent:

The Corporation Company

3.The street address of the present registered office:

2000 Interstate Park Drive, Suite 204, Montgomery, AL 36109

4.The name of its successor registered agent:

CSC-Lawyers Incorporating Service Incorporated

5.The street address (NO PO BOX) to which its registered office is to be changed (street address of registered agent and registered office must be identical):

150 South Perry Street, Montgomery, AL 36104

Street Number, Street Name City, State and Zip Code

6.If you are changing the street address of the registered agent, you are required to notify the corporation in writing of the change in the registered agent’s address.

7.Date: 3-8-06

	HANKS’S ACQUISITION CORP.
	Name of Corporation
$5 Filing Fee
	Todd Zimmerman, EVP
	Type or Print Corporate Officer’s Name and Title

/s/ Todd Zimmerman

Signature of Officer

I, CSC-Lawyers Incorporating Service Incorporated, consent to serve as registered agent to the above named corporation on this the 13th day of March, 2006. CSC-Lawyers Incorporating Service Incorporated

By	/s/Elizabeth A. Dawson
	Signature of Registered Agent
	Elizabeth A. Dawson, Asst. Vice President

Rev. 4/2000

MAIL ORIGINAL APPLICATION WITH THE FILING FEE OF $5.00 TO:
SECRETARY OF STATE, CORPORATIONS DIVISION, POST OFFICE BOX 5616, MONTGOMERY, ALABAMA 36103-5616

EX-3.124

Exhibit 3.124

BYLAWS

OF

HANK’S ACQUISITION CORP.

AN ALABAMA CORPORATION

TABLE OF CONTENTS

		Page
ARTICLE I.	OFFICES
Section 1.1	Principal Office	1
Section 1.2	Registered Office and Agent	1
ARTICLE II.	SHAREHOLDERS
Section 2.1	Annual Meetings	1
Section 2.2	Special Meetings	1
Section 2.3	Place of Meetings	1
Section 2.4	Action by Shareholders Without a Meeting	1
Section 2.5	Notice of Meetings	2
Section 2.6	Waiver of Notice	2
Section 2.7	Record Date	2
Section 2.8	Shareholders’ List for Meeting	3
Section 2.9	Voting Entitlement of Shares	3
Section 2.10	Proxies	3
Section 2.11	Quorum; Vote Required Generally	4
Section 2.12	Voting for Directors; No Cumulative Voting	4
ARTICLE III.	BOARD OF DIRECTORS
Section 3.1	General Powers	4
Section 3.2	Qualifications of Directors	4
Section 3.3	Number and Tenure	4
Section 3.4	Vacancies	5
Section 3.5	Compensation of Directors	5
Section 3.6	Meetings; Notice of Meetings	5
Section 3.7	Action Without A Meeting	6
Section 3.8	Waiver of Notice	6
Section 3.9	Quorum and Voting	7
Section 3.10	Committees	7
ARTICLE IV.	OFFICERS
Section 4.1	Positions	8
Section 4.2	Election and Term of Office	8
Section 4.3	Vacancies	8
Section 4.4	Resignation and Removal of Officers	8
Section 4.5	Contract Rights of Officers	8
Section 4.6	Duties of Officers	9
Section 4.7	Compensation	10

i

ARTICLE V.	CERTIFICATES REPRESENTING SHARES
Section 5.1	Certificates Representing Shares	10
Section 5.2	Legends on Certificates	10
Section 5.3	Transfer of Shares	10
Section 5.4	Lost, Stolen, Destroyed, or Mutilated Certificates	11
ARTICLE VI.	INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS
Section 6.1	Indemnification	11
Section 6.2	Insurance	11
Section 6.3	Survival of Right	11
ARTICLE VII.	GENERAL
Section 7.1	Fiscal Year	12
Section 7.2	Distributions to Shareholders	12
Section 7.3	Checks	12
Section 7.4	Corporate Seal	12
Section 7.5	Voting of Corporation’s Securities	12
ARTICLE VIII.	AMENDMENT OF BYLAWS
Section 8.1	Amendment by Board of Directors or Shareholders	12
Section 8.2	Bylaw Increasing Quorum or Voting Requirement for Shareholders	13
Section 8.3	Bylaw Increasing Quorum or Voting Requirement for Directors	13

ii

BYLAWS

OF

HANK’S ACQUISITION CORP.

An Alabama Corporation

ARTICLE I. OFFICES

Section I.1 Principal Office. The principal office of the corporation shall be located in Birmingham, Alabama. The corporation may have such other offices, within and without the State of Alabama, as the board of directors may determine or as the business of the corporation may require.

Section I.2 Registered Office and Agent. The registered office of the corporation, required by the Alabama Business Corporation Act to be maintained in the State of Alabama, may but need not be the same as its principal office in the State of Alabama. The board of directors of the corporation may change the corporation’s registered office, and the corporation’s registered agent thereat, from time to time in the manner specified by the Alabama Business Corporation Act.

ARTICLE II. SHAREHOLDERS

Section II.1 Annual Meetings. The annual meeting of the shareholders of the corporation, commencing with the year 1999, shall be held on the Second Tuesday in May each year if not a legal holiday in the State of Alabama, and if a legal holiday, then on the next succeeding business day not a legal holiday, at 10:00 a.m., or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the election of directors shall not be held on the day designated herein for the annual meeting of the shareholders, or at any adjournment thereof, the board of directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as may be conveniently held.

Section II.2 Special Meetings. Special meetings of the shareholders may be called by, or at the direction of, the board of directors, the president or, to the extent required by the Alabama Business Corporation Act, the holders of at least 10 percent of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting, in each case such special meeting to be called in the manner specified by the Alabama Business Corporation Act and these bylaws.

Section II.3 Place of Meetings. Annual and special meetings shall be held at the principal office of the corporation in the State of Alabama, or at such other place, within or without the State of Alabama, as may be designated by the board of directors or the person or persons calling the meeting and stated in the notice of the meeting; provided, that special meetings held upon the call of shareholders of the corporation shall, unless the board of directors of the corporation otherwise directs, be held at the corporation’s principal office.

Section II.4 Action by Shareholders Without a Meeting. Except as provided in the articles of incorporation, action required or permitted by the Constitution of Alabama or the

Alabama Business Corporation Act to be taken at a shareholders’ meeting may be taken without a meeting if the action is taken by all shareholders entitled to vote on the action. The action shall be evidenced by one or more written consents describing the action taken, signed by all the shareholders entitled to vote on the action, and delivered to the corporation for inclusion in the minutes or filing with the corporate records.

Section II.5 Notice of Meetings. (a) The corporation, or, in the case of a special meeting called by the holders of at least 10 percent of all the votes entitled to be cast on any issue proposed to be considered at the special meeting, the holders calling the meeting, shall notify shareholders in writing of the date, time, and place of each annual and special shareholders’ meeting no fewer than 10 nor more than 60 days before the meeting date. Unless the Alabama Business Corporation Act or the articles of incorporation require otherwise, the corporation, or other persons calling the meeting, are required to give notice only to shareholders entitled to vote at the meeting. Notwithstanding the provisions of this Section 2.5 or any provisions of the Alabama Business Corporation Act, the stock or bonded indebtedness of the corporation shall not be increased at a meeting unless notice of such meeting shall have been given as may be required by section 234 of the Constitution of Alabama as the same may be amended from time to time.

(b) Notice of an annual meeting need not include a statement of the purpose or purposes for which the meeting is called.

(c) Notice of a special meeting shall include a statement of the purpose or purposes for which the meeting is called.

(d) If an annual or special shareholders’ meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place if the new date, time, or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed in the manner specified under the Alabama Business Corporation Act, however, notice of the adjourned meeting shall be given to persons who are shareholders as of the new record date.

Section II.6 Waiver of Notice. A shareholder may waive any notice required by the Constitution of Alabama, the Alabama Business Corporation Act, the articles of incorporation, or these bylaws, including, without limitation, any required notice of the time, place or purpose of any annual or special meeting of shareholders of the corporation, before or after the date and time stated in the notice, in the manner provided for making such waiver in the Alabama Business Corporation Act. Unless another method is specified by the Alabama Business Corporation Act, the waiver shall be in writing, be signed by the shareholder entitled to the notice, and be delivered to the corporation for inclusion in the minutes or filing with the corporate records. A shareholder’s attendance at a meeting shall constitute a waiver of objections to lack of or defective notice of a shareholder’s meeting or to consideration of particular matters at the meeting to the extent provided in the Alabama Business Corporation Act.

Section II.7 Record Date. The board of directors may fix or provide the manner of fixing the record date for one or more voting groups in order to determine the

2

shareholders entitled to notice of a shareholders’ meeting, to demand a special meeting, to vote, or to take any other action. A record date may not be more than 70 days before the meeting or action requiring a determination of shareholders. A determination of shareholders entitled to notice of or to vote at a shareholders’ meeting is effective for any adjournment of the meeting unless the board of directors fixes a new record date, which it must do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting. If not otherwise fixed in the manner specified under the Alabama Business Corporation Act, the record date for determining shareholders entitled to notice of and to vote at an annual or special shareholders’ meeting is the day before the first notice is delivered to shareholders.

Section II.8 Shareholders’ List for Meeting. After a record date is fixed for a meeting, the corporation shall prepare an alphabetical list of the names of all its shareholders who are entitled to notice of a shareholders’ meeting. The list shall be arranged by voting group (and within each voting group by class or series of shares) and show the address of and number of shares held by each shareholder. The shareholders’ list shall be available for inspection by any shareholder, beginning two business days after notice of the meeting is given for which the list was prepared and continuing through the meeting, at the corporation’s principal office or, if the corporation’s principal office is located outside the State of Alabama, at its registered office. A shareholder, his or her agent, or attorney is entitled on written demand to inspect and, for a proper purpose, to copy the list, during regular business hours and at his or her expense, during the period it is available for inspection. The corporation shall make the shareholders’ list available at the meeting, and any shareholder, his or her agent, or attorney is entitled to inspect the list at any time during the meeting or any adjournment. Refusal or failure to prepare or make available the shareholders’ list shall not affect the validity of action taken at the meeting. The stock transfer records of the corporation shall be prima facie evidence as to who are the shareholders entitled to examine the shareholders’ list or transfer records or to vote at any meeting of shareholders.

Section II.9 Voting Entitlement of Shares. (a) Subject to paragraphs (b) and (c) of this Section 2.9 or unless the articles of incorporation provide otherwise, each outstanding share, regardless of class, is entitled to one vote on each matter submitted to a vote at a shareholders’ meeting. Only shares are entitled to vote.

(b) The shares of this corporation are not entitled to vote if they are owned, directly or indirectly, by a second corporation, domestic or foreign, and this corporation owns, directly or indirectly, a majority of the shares entitled to vote for directors of the second corporation, unless a court of competent jurisdiction determines that the voting of such shares is not for the purpose of perpetuation of management or other improper purpose.

(c) Paragraph (b) of this Section 2.9 does not limit the power of this corporation to vote any of its own shares held by it in a fiduciary capacity.

Section II.10 Proxies. A shareholder may vote in person or by proxy and may appoint, either personally or by the shareholder’s attorney-in-fact, a proxy to vote or otherwise act for the shareholder in the manner and with the effect provided therefor in the Alabama Business Corporation Act.

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Section II.11 Quorum; Vote Required Generally. (a) Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the articles of incorporation or the Alabama Business Corporation Act provides otherwise, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter. Once a share is represented for any purpose at a meeting, it is, unless established to the contrary, presumed present for quorum purposes for the remainder of the meeting.

(b) If a quorum is present when a vote is taken, action on a matter (other than the election of directors for which provision is made in Section 2.13 hereof) by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the Constitution of Alabama as the same may be amended from time to time, the articles of incorporation, or the Alabama Business Corporation Act require a greater number of affirmative votes. An amendment of the articles of incorporation adding, changing, or deleting a quorum or voting requirement for a voting group greater than specified must meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in effect or proposed to be adopted, whichever is greater.

Section II.12 Voting for Directors; No Cumulative Voting. Unless otherwise provided in the articles of incorporation, directors shall be elected by a majority of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present when the vote is taken. Shareholders do not have a right to cumulate their votes for directors.

ARTICLE III. BOARD OF DIRECTORS

Section III.1 General Powers. All corporate powers shall be exercised by or under authority of, and the business and affairs of the corporation shall be managed under the direction of, its board of directors, subject to any limitation set forth in the articles of incorporation or a share-holder agreement authorized under the Alabama Business Corporation Act.

Section III.2 Qualifications of Directors. A director shall be a natural person of the age of at least nineteen (19) years but need not be a resident of the State of Alabama or a shareholder of the corporation.

Section III.3 Number and Tenure. The number of directors and the persons constituting the initial board of directors are set forth in the articles of incorporation, and the members of the initial board shall hold office until the first annual meeting of shareholders and until their successors shall have been elected and qualified. Thereafter, the number of directors constituting the board of directors shall be no fewer than one nor more than five, the exact number within such range to be determined by resolution of the shareholders at the annual meeting. The number of directors may be increased or decreased from time to time in the manner provided by the Alabama Business Corporation Act for amending the articles of incorporation of the corporation; but no decrease shall have the effect of shortening the term of any incumbent director. Directors shall hold office until the next succeeding annual meeting of shareholders and until their successors shall have been elected and qualified.

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Section III.4 Vacancies. (a) Unless the articles of incorporation provide otherwise, if a vacancy occurs in the board of directors:

(i) The shareholders may fill the vacancy, whether resulting from an increase in the number of directors or otherwise; or

(ii) The board of directors may fill the vacancy, except that the directors shall have the power to fill a vacancy resulting from an increase in the number of directors only if expressly provided for in the articles of incorporation; or

(iii) If the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy, if it is one that the directors are authorized to fill, by the affirmative vote of a majority of all the directors remaining in office.

(b) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.

(c) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date as provided by the Alabama Business Corporation Act or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

Section III.5 Compensation of Directors. The board of directors may by resolution fix the compensation, or manner of determination thereof, of the directors and provide, either generally or in specific instances, for payment or reimbursement of expenses of directors in performance of their duties as directors. No payment of compensation or expenses shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

Section III.6 Meetings; Notice of Meetings. (a) Meetings of the board of directors, or committees thereof, regular or special, may be held either within or without the State of Alabama.

(b) A regular meeting of the board of directors shall be held without notice immediately after, and at the same place as, the annual meeting of shareholders. Other regular meetings may be held upon such notice, if any, and at such times and places as shall be determined by the board.

(c) Special meetings of the board of directors may be called by the president or by any two directors.

(d) Notice of any special meeting of directors shall be given to each director at such director’s business or residence in writing by hand delivery, first-class or overnight mail or courier service, telegram or facsimile transmission, or orally by telephone. If mailed by first-class mail, such notice shall be deemed adequately delivered when deposited in the United States mails so addressed, with postage thereon prepaid, at least five (5) days (which days shall, notwithstanding the provisions of the Alabama Business Corporation Act, include Saturdays,

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Sundays and holidays) before such meeting. If by telegram, overnight mail or courier service, such notice shall be deemed adequately delivered when the telegram is delivered to the telegraph company or the notice is delivered to the overnight mail or courier service company at least twenty-four (24) hours before such meeting, provided, that the estimated time for delivery of such notice to the address specified by such telegraph company or overnight mail or courier service company is not less than one (1) hour before the time set for the meeting. If by facsimile transmission, such notice shall be deemed adequately delivered when the notice is transmitted (with confirmation of receipt indicated by the machine on which such notice is transmitted) at least twelve (12) hours before such meeting. If by telephone or by hand delivery, the notice shall be given at least twelve (12) hours prior to the time set for the meeting.

(e) Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice of such meeting.

(f) Any or all members of the board of directors or any committee designated thereby may participate in a regular or special meeting of such board or committee by, or conduct such meeting through the use of, any means of communication by which all persons participating may simultaneously hear each other during the meeting. A director participating in a meeting of such board or committee by this means is deemed to be present at such meeting.

Section III.7 Action Without A Meeting. Any action required or permitted by the Alabama Business Corporation Act to be taken at a meeting of the board of directors or a committee thereof may be taken without a meeting if the action is taken by all members of the board or of the committee, as the case may be. The action shall be evidenced by one or more written consents describing the action taken, signed by each director or committee member, as the case may be, and included in the minutes or filed with the corporate records reflecting the action taken. Action taken under this Section 3.7 is effective when the last director or committee member, as the case may be, signs the consent, unless the consent specifies a different effective date. A consent signed under this Section 3.7 has the effect of a meeting vote and may be described as such in any document.

Section III.8 Waiver of Notice. (a) A director or member of a committee may waive any notice required by the Alabama Business Corporation Act, the articles of incorporation, or these bylaws before or after the date and time stated in the notice. Except as provided by subsection (b) of this Section 3.8, the waiver must be in writing, signed by the director or member of a committee entitled to notice, and filed with the minutes or corporate records.

(b) A director’s or committee member’s attendance at or participation in a meeting:

(i) Waives objection to lack of any required notice to him or her or defective notice of the meeting unless the director or committee member, as the case may be, at the beginning of the meeting (or promptly upon his or her arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting; and

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(ii) Waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, if required, unless the director or committee member, as the case may be, objects to considering the matter before action is taken on the matter.

Section III.9 Quorum and Voting. (a) A quorum of the board of directors shall consist of a majority of the fixed number of directors. A quorum of a committee of the board of directors shall consist of a majority of the members of the comittee.

(b) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors or committee members present is the act of the board of directors or committee, respectively. A director or committee member is, unless established to the contrary, presumed present for quorum purposes for the remainder of a meeting at which he or she has been present for any purpose.

(c) A director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless:

(i) he or she objects at the beginning of the meeting (or promptly upon his or her arrival) to holding it or transacting business at the meeting or, as to a matter required under the articles of incorporation or these bylaws to be included in the notice of the purpose of the meeting, he or she objects before action is taken on the matter;

(ii) his or her dissent or abstention from action taken is entered in the minutes of the meeting; or

(iii) he or she delivers written notice of his or her dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.

Section III.10 Committees. The board of directors may create one or more committees and appoint members of the board of directors to serve on them. Each committee may have one or more members, who serve at the pleasure of the board of directors. The creation of a committee and appointment of members to it shall be approved by the greater of (i) a majority of all the directors in office when the action is taken or (ii) the number of directors required by the articles of incorporation or these bylaws to take such action. The provisions of the articles of incorporation and these bylaws which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board of directors, apply to committees and their members as well. To the extent specified by the board of directors or in the articles of incorporation or these bylaws, each committee may exercise the authority of the board of directors. A committee may not however: (1) authorize distributions; (2) approve or propose to shareholders action that the Alabama Business Corporation Act requires be approved by shareholders; (3) fill vacancies on the board of directors or on any of its committees; (4) amend the articles of incorporation; (5) adopt, amend, or repeal bylaws; (6) approve a plan of merger not requiring shareholder approval; (7) authorize or approve reacquisition of shares,

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except according to formula or method prescribed by the board of directors; or (8) authorize or approve the issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences, and limitations of a class or series of shares, except that the board of directors may authorize a committee (or a senior executive officer of the corporation) to do so within limits specifically prescribed by the board of directors. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

ARTICLE IV. OFFICERS

Section IV.1 Positions. The officers of the corporation shall be elected by the board of directors and shall consist of a president, a secretary, and such other officers and assistant officers as may be deemed necessary by the board of directors. Any two or more offices may be held by the same person.

Section IV.2 Election and Term of Office. The first officers of the corporation shall be elected by the board of directors at the first meeting of the board of directors. Each officer shall hold office at the pleasure of the board of directors or until such officer’s death or such officer shall resign or shall have been removed in the manner hereinafter provided.

Section IV.3 Vacancies. A vacancy in any office may be filled by the board of directors.

Section IV.4 Resignation and Removal of Officers. An officer may resign at any time by giving notice to the corporation. A resignation is effective when the notice is given unless the notice specifies a later effective date. If a resignation is made effective at a later date and the corporation accepts the future effective date, the board of directors may fill the pending vacancy before the effective date if the board of directors provides that the successor does not take office until the effective date. The board of directors may remove any officer at any time with or without cause.

Section IV.5 Contract Rights of Officers. The appointment of an officer does not itself create contract rights. An officer’s removal does not affect the officer’s contract rights, if any, with the corporation. An officer’s resignation does not affect the officer’s contract rights, if any, with the corporation.

Section IV.6 Duties of Officers. The officers of the corporation, if and when elected by the board of directors of the corporation, shall have the following duties:

(a) PRESIDENT. The president shall be the chief executive officer of the corporation and, subject to the direction of the board of directors, shall have the general and active management, supervision and control of the business and all operations of the corporation. The president shall, when present, preside at all meetings of the shareholders and of the board of directors. The president may sign certificates for shares of the corporation and deeds, mortgages, bonds, contracts, or other instruments on behalf of the corporation, except where required by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

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In general, the president shall perform all duties incident to the office of president and such other duties as may be prescribed by the board of directors from time to time.

(b) VICE-PRESIDENTS. In the absence of the president or in the event of the president’s death or inability to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the order determined by the board of directors) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. Any vice-president may sign certificates for shares of the corporation and shall perform such other duties as from time to time may be assigned to the vice-president by the president or by the board of directors.

(c) SECRETARY. The secretary shall prepare and keep the minutes of the proceedings of the shareholders and of the board of directors in one or more books provided for that purpose; have responsibility for authenticating records of the corporation; see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; be custodian of the corporate records and of the seal of the corporation; see that the seal of the corporation is affixed to all documents, the execution of which on behalf of the corporation under its seal is duly authorized; keep a register of the post office address of each shareholder which shall be furnished to the secretary by such shareholder; sign with the president, any vice-president, or the treasurer certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the board of directors; have general charge of the stock transfer books of the corporation; and in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to the secretary by the president, any vice president or the board of directors. If there is no treasurer of the corporation, the secretary shall assume the authority and duties of treasurer.

(d) TREASURER. The treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation, receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositaries as may be designated by the board of directors, and in general perform all of the duties incident to the office of treasurer and such other duties as from time to time may be assigned to the treasurer by the president, any vice-president or the board of directors. The treasurer may sign certificates for shares of the corporation. If required by the board of directors, the treasurer shall give a bond for the faithful discharge of such treasurer’s duties in such sum and with such surety or sureties as the board of directors shall determine.

(e) ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The assistant secretary, or if there shall be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary. The assistant treasurer, or, if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer. The board of directors may require any assistant treasurer to give a bond for the faithful discharge of such assistant treasurer’s duties in such sum and with such surety or sureties as the board of directors shall determine. The assistant secretaries and assistant treasurers shall

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all perform such other duties as shall be assigned to them by the secretary and treasurer, respectively, or by the president, any vice-president or the board of directors.

Section IV.7 Compensation. The compensation of the officers shall be fixed from time to time by the board of directors, and no officer shall be prevented from receiving such compensation by reason of the fact that such officer is also a director of the corporation.

ARTICLE V. CERTIFICATES REPRESENTING SHARES

Section V.1 Certificates Representing Shares. Certificates representing shares of the corporation shall be in such form as shall be determined by the board of directors and shall be in accordance with the Alabama Business Corporation Act. Such certificates shall be signed by the president, any vice-president, or the treasurer, and by the secretary, an assistant vice-president, an assistant secretary, or an assistant treasurer, and sealed with the corporate seal or a facsimile thereof. The signature of any one of these officers upon a certificate may be a facsimile if the certificate is manually signed by another of such officers. The signatures of both of such officers upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar, other than the corporation itself or one of its employees. In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if such person were an officer at the date of its issue. Each certificate for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number and class of shares and date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the corporation as the board of directors may prescribe.

Section V.2 Legends on Certificates. Any written restriction on the transfer of or registration of transfer of shares of the corporation is valid and enforceable if noted conspicuously on the front or back of the certificate representing such shares, or if not so noted, such restriction is enforceable against a person with actual knowledge thereof. In addition, if the corporation is authorized to issue different classes of shares or different series within a class, the designations, relative rights, preferences, and limitations applicable to each class and the variations in rights, preferences, and limitations determined for each series (and the authority of the board of directors to determine variations for future series) must be set forth or summarized on the front or back of each certificate, or each certificate may state conspicuously on its front or back that the corporation will furnish the shareholders this information on request in writing and without charge.

Section V.3 Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by such person’s legal representative, who shall furnish proper evidence of authority to transfer, or by such person’s attorney thereunto authorized by power of attorney duly executed and filed with the secretary of the corporation, and on surrender for cancellation of the certificate for such

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shares. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes.

Section V.4 Lost, Stolen, Destroyed, or Mutilated Certificates. The board of directors may direct a new certificate to be issued in place of any certificate theretofore issued by the corporation alleged to have been lost or destroyed. When authorizing such issue of a new certificate, the board of directors, in its discretion and as a condition precedent to the issuance thereof, may prescribe such terms and conditions as it deems expedient, and may require such indemnities as it deems adequate, to protect the corporation from any claim that may be made against it with respect to any such certificate alleged to have been lost or destroyed.

ARTICLE VI. INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS

Section VI.1 Indemnification. The corporation shall indemnify, and in connection with such indemnification shall advance expenses to, any person who is or was a director or officer of the corporation, and any person who is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, to the fullest extent permitted by law, including without limitation the Alabama Business Corporation Act, as amended, or any successor statute thereto. If the amount, extent, or quality of indemnification permitted by law should be in any way restricted after the adoption of these bylaws, then the corporation shall indemnify such persons to the fullest extent permitted by law as in effect at the time of the occurrence of the omission or the act giving rise to the claimed liability with respect to which indemnification is sought. The indemnification and advancement of expenses pursuant to this Article VI shall be in addition to, and not exclusive of, any other right that the person seeking indemnification may have under these bylaws, the articles of incorporation of the corporation, any separate contract or agreement or applicable law. The corporation shall have the right, at its option, to indemnify any employee or agent of the corporation in the same manner as it is required to indemnify its directors and officers as aforesaid.

Section VI.2 Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, partner, trustee, employee or agent of the corporation, or any person who is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under applicable law.

Section VI.3 Survival of Right. Any right to indemnification or advancement of expenses provided by or granted pursuant to this Article VI shall continue as to a person who has ceased to be a director, officer, employee or agent or to serve as a director, officer, partner, trustee, employee or agent of such other foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise and shall inure to the benefit of the heirs, executors, administrators and personal representatives of such a person. Any repeal or

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modification of this Article VI which serves to restrict or lessen the rights to indemnification or advancement of expenses provided by this Article VI shall be prospective only and shall not lessen the right to indemnification or advancement of expenses existing at the time of such repeal or modification with respect to liabilities arising out of claimed acts or omissions occurring prior to such repeal or modification.

ARTICLE VII. GENERAL

Section VII.l Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

Section VII.2 Distributions to Shareholders. Except as restricted by the articles of incorporation or the Alabama Business Corporation Act, the board of directors may authorize and the corporation may make distributions to its shareholders, including by way of purchase or redemption of shares of the corporation, in the manner and upon the terms and conditions provided by the Alabama Business Corporation Act.

Section VII.3 Checks. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

Section VII.4 Corporate Seal. The board of directors shall select a corporate seal which shall have inscribed thereon the name of the corporation, the words “Alabama” and “Corporate Seal,” and such seal may include the date of incorporation of the corporation. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner-reproduced.

Section VII.5 Voting of Corporation’s Securities. Unless otherwise ordered by the board of directors, the president or any vice-president, or such other officer as may be designated by the board of directors to act in the absence of the president or any vice-president, shall have full power and authority on behalf of the corporation to attend and to act and to vote, and to execute a proxy or proxies empowering others to attend and to act and to vote, at any meetings of security holders of any corporation in which the corporation may hold securities, and at such meetings the president, or such other officer of the corporation, or such proxy shall possess and may exercise any and all rights and powers incident to the ownership of such securities, and which as the owner thereof the corporation might have possessed and exercised, if present. The secretary or any assistant secretary may affix the corporate seal to any such proxy or proxies so executed by the president, or such other officer, and attest the same. The board of directors by resolution from time to time may confer like powers upon any other person or persons.

ARTICLE VIII. AMENDMENT OF BYLAWS

Section VIII.1 Amendment by Board of Directors or Shareholders. (a) The board of directors may amend or repeal the corporation’s bylaws unless:

(i) The articles of incorporation or the Alabama Business Corporation Act reserve this power exclusively to the shareholders in whole or in part; or

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(ii) The shareholders in amending or repealing a particular bylaw provide expressly that the board of directors may not amend or repeal that bylaw.

(b) The shareholders may amend or repeal the bylaws even though the bylaws may also be amended or repealed by the board of directors.

Section VIII.2 Bylaw Increasing Quorum or Voting Requirement for Shareholders. (a) If authorized by the articles of incorporation, the shareholders may adopt or amend a bylaw that fixes a greater quorum or voting requirement for shareholders (or voting groups of shareholders) than is required by the Alabama Business Corporation Act. The adoption or amendment of a bylaw that adds, changes, or deletes a greater quorum or voting requirement for shareholders must meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.

(b) A bylaw that fixes a greater quorum or voting requirement for shareholders under subsection (a) may not be adopted, amended, or repealed by the board of directors.

Section VIII.3 Bylaw Increasing Quorum or Voting Requirement for Directors.

(a) A bylaw that fixes a greater quorum or voting requirement for the board of directors may be amended or repealed:

(i) If originally adopted by the shareholders, only by the shareholders;

(ii) If originally adopted by the board of directors, either by the shareholders or by the board of directors.

(b) A bylaw adopted or amended by the shareholders that fixes a greater quorum or voting requirement for the board of directors may provide that it may be amended or repealed only by a specified vote of either the shareholders or the board of directors.

(c) Action by the board of directors under subsection (a)(ii) to adopt or amend a bylaw that changes the quorum or voting requirement for the board of directors must meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.

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HISTORY OF BYLAWS

Adopted August 31, 1998.

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EX-3.125

Exhibit 3.125

CERTIFICATE OF INCORPORATION

OF

SPECTRUM HEALTHCARE ADMINISTRATIVE SERVICES, INC.

FIRST: The name of the corporation is SPECTRUM HEALTHCARE ADMINISTRATIVE SERVICES, INC.

SECOND: The registered office of the corporation is to be located at 1209 Orange Street, in the City of Wilmington, in the County of New Castle, in the State of Delaware. The name of its registered agent at that address is The Corporation Trust Company.

THIRD: The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of Delaware.

FOURTH: The corporation shall be authorized to issue 1,000 shares all of which are to be of one class and with a par value of $1.00 per share.

FIFTH: The name and mailing address of the incorporator is as follows:

Name	Address
Lilly Dorsa	1101 Market Street
	Philadelphia, Pennsylvania 19107

SIXTH: Elections of directors need not be by written ballot.

SEVENTH: The original by-laws of the corporation shall be adopted by the initial incorporator named herein. Thereafter the Board of Directors shall have the power, in addition to the stockholders, to make, alter, or repeal the bylaws of the corporation.

EIGHTH: Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing threefourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the

case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

NINTH: The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders are granted subject to this reservation.

I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate, hereby declaring and certifying that this is my act and deed and that the facts herein stated are true, and accordingly have hereunto set my hand this 23rd day of May, 1997.

/s/ Lilly Dorsa

Lilly Dorsa

Incorporator

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CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

AND OF REGISTERED AGENT

It is hereby certified that:

1. The name of the corporation (hereinafter called the “Corporation”) SPECTRUM HEALTHCARE ADMINISTRATIVE SERVICES, INC.

2. The registered office of the Corporation within the State of Delaware is hereby changed to 9 East Loockerman Street, City of Dover 19901, County of Kent.

3. The registered agent of the Corporation within the State of Delaware is hereby changed to National Registered Agents, Inc., the business office of which is identical with the registered office of the corporation as hereby changed.

4. The Corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on 3/6, 1998.

SPECTRUM HEALTHCARE ADMINISTRATIVE SERVICES, INC.

By:	/s/ S. Kent Fannon
	Name: S. Kent Fannon
	Title: Senior Vice President

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CERTIFICATE OF AMENDMENT

TO THE CERTIFICATE OP INCORPORATION

OF

SPECTRUM HEALTHCARE ADMINISTRATIVE SERVICES, INC.

(the “Corporation”)

Pursuant to the provisions of Section 242 of the Delaware General Corporation Law, the undersigned Corporation adopts the following Certificate of Amendment to its Certificate of Incorporation, which amend Article First thereof so as to change the name of the Corporation.

Article I. The name of the Corporation is Spectrum Healthcare Administrative Services, Inc.

Article II. The following amendment to the Certificate of Incorporation was adopted in accordance with Section 242 of the Delaware General Corporation Law on June 22,1998.

Article First of the Certificate of Incorporation is hereby amended to read in its entirety as follows:

FIRST: The name of the corporation is Healthcare Administrative Services, Inc.

Article III. The number of shares of the Corporation outstanding and entitled to vote at the time of such adoption was one thousand (1,000) shares of common stock.

Article IV. The holder of all shares outstanding and entitled to vote has signed a consent in writing adopting said amendment.

Article V. The said amendment does not involve any exchange, reclassification or cancellation of issued shares of the Corporation.

Article VI. The said amendment does not effect a change in the amount of stated capital of the Corporation.

By execution of this Certificate of Amendment, the undersigned does hereby certify, affirm and acknowledge, under penalties of perjury, that this instrument is the act and deed of the Corporation, and the statements contained herein are true.

SPECTRUM HEALTHCARE ADMINISTRATIVE SERVICES, INC.
By:	/s/ Scott W. Roloff
Scott W. Roloff, Senior Vice President & Secretary

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CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

AND OF REGISTERED AGENT

It is hereby certified that:

1.The name of the corporation (hereinafter called the “corporation”) is HEALTHCARE ADMINISTRATIVE SERVICES, INC.

2.The registered office of the corporation within the State of Delaware is hereby changed to 2711 Centerville Road, Suite 400, City of Wilmington 19808, County of New Castle.

3.The registered agent of the corporation within the State of Delaware is hereby changed to Corporation Service Company, the business office of which is identical with the registered office of the corporation as hereby changed.

4.The corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on January 29, 2003

“/s/” Robyn E. Bakalar
Robyn E. Bakalar, Assistant Secretary
	DE BC D-:COA CERTIFICATE OF CHANGE 09/00 (#163)

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EX-3.126

Exhibit 3.126

BYLAWS

OF

SPECTRUM HEALTHCARE ADMINISTRATIVE SERVICES, INC.

ARTICLE I

OFFICES

1.01. The registered agent and office of SPECTRUM HEALTHCARE ADMINISTRATIVE SERVICES, INC. (the “Corporation”) shall be such registered agent and office as shall from time to time be established pursuant to the articles of incorporation, as amended from time to time, of the Corporation (the “Charter”) or by resolution of the Board of Directors of the Corporation (the “Board”).

1.02. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF SHAREHOLDERS

2.01. Meetings of Shareholders of the Corporation (the “Shareholders”) for any purpose may be held at such place, within or without the State of Delaware, as shall be fixed from time to time by the Board, or, if the Board has not so specified, then at such place as may be fixed by the person or persons calling the meeting.

2.02. An annual meeting of the Shareholders shall be held at such date and time as shall be fixed from time to time by the Board, at which they shall elect a Board, and transact such other business as may properly be brought before the meeting.

2.03. At least ten days before each meeting of Shareholders, a complete list of the Shareholders entitled to vote at said meeting arranged in alphabetical order, with the residence of each and the number of voting shares held by each, shall be prepared by the officer or agent having charge of the stock transfer books. Such list, for a period of ten days prior to such meeting, shall be kept on file at the registered office of the Corporation and shall be subject to inspection by any Shareholder at any time during usual business hours. Such list shall be produced and kept open at the time and place of the meeting during the whole time thereof, and shall be subject to the inspection of any Shareholder who may be present.

2.04. Special meetings of the Shareholders, for any purpose or purposes, unless otherwise prescribed by statute, the Charter, or these bylaws, may be called by the President, a majority of the Board, or the holders of not less than ten percent of all the shares entitled to vote at the meetings. Business transacted at all special meetings shall be confined to the objects stated in the notice of the meeting.

2.05. Written or printed notice stating the place, day, and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than sixty days before the date of the meeting, either personally or by mail, by or at the direction of the President, the Secretary, or the officer or person calling the meeting, to each Shareholder of record entitled to vote at the meeting.

2.06. The holders of a majority of the shares of the Corporation issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall be requisite and shall constitute a quorum at all meetings of the Shareholders for the transaction of business except as otherwise provided by statute, the Charter, or these bylaws. If, however, such quorum shall not be present or represented at any meeting of the Shareholders, the Shareholders entitled to vote thereat, present in person or represented by proxy, shall nevertheless have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At an adjourned session at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.

2.07. When a quorum is present at any meeting, the vote of the holders of a majority of the shares of the Corporation having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which, by express provision of any applicable statute, the Charter, or these bylaws, a different vote is required, in which case such express provision shall govern and control the decision of such question. The Shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough Shareholders to leave less than a quorum.

2.08. Each outstanding share of the Corporation, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of Shareholders, unless otherwise provided by statute or the Charter. At any meeting of the Shareholders, every Shareholder having the right to vote shall be entitled to vote in person or by proxy appointed by an instrument in writing subscribed by such Shareholder or by his or her duly authorized attorney-in-fact, such writing bearing a date not more than eleven months prior to said meeting, unless said instrument provides for a longer period. Such proxy shall be filed with the Secretary of the Corporation prior to or at the time of the meeting. Voting need not be by written ballot unless required by the Charter or by vote of the Shareholders present at the meeting.

2.09. The Board may fix in advance a record date for the purpose of determining Shareholders entitled to notice of or to vote at a meeting of Shareholders, such record date to be not less than ten nor more than sixty days prior to such meeting, or the Board may close the stock transfer books for such purpose for a period of not less than ten nor more than sixty days prior to

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such meeting. In the absence of any action by the Board, the date upon which the notice of the meeting is mailed shall be the record date.

2.10. Any action required by statute to be taken at a meeting of the Shareholders, or any action which may be taken at a meeting of the Shareholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Shareholders entitled to vote with respect to the subject matter thereof, and such consent shall have the same force and effect as a unanimous vote of Shareholders.

2.11. Subject to the provisions required or permitted by statute or the Charter for notice of meetings, Shareholders may participate in and hold a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

ARTICLE III

DIRECTORS

3.01. The business and affairs of the Corporation shall be managed by the Board who may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Charter or by these bylaws directed or required to be exercised or done by the Shareholders.

3.02. The initial Board shall be as stated in the Charter. Thereafter, the number of directors which shall constitute the full Board shall be as determined from time to time by resolution of the Board or by the Shareholders at the annual meeting or a special meeting called for that purpose, but no decrease shall have the effect of shortening the term of an incumbent director. Directors need not be Shareholders or residents of the State of Delaware. The directors shall be elected at the annual meeting of the Shareholders, except as hereinafter provided, and each director elected shall hold office until his or her successor shall be elected and shall qualify.

3.03. At any meeting of Shareholders called expressly for such purpose, any director or the entire Board may be removed, with or without cause, by vote of the holders of a majority of the shares of the Corporation then entitled to vote at an election of directors. If any vacancies occur in the Board caused by death, resignation, retirement, disqualification, or removal from office of any director or otherwise, a majority of the directors then in office, though less than a quorum, may choose a successor or successors or a successor or successors may be chosen at a special meeting of Shareholders called for that purpose; and each successor director so chosen shall be elected for the unexpired term of his or her predecessor in office. Any directorship to be filled by reason of an increase in the number of directors may be filled by election at an annual meeting or special meeting of Shareholders called for that purpose or may be filled by the Board for a term of office continuing only until the next election of one or more directors by the Shareholders.

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3.04. Whenever the holders of any class or series of shares of the Corporation are entitled to elect one or more directors by the provisions of the Charter, any vacancies in such directorships and any newly created directorships of such class or series to be filled by reason of an increase in the number of such directors may be filled by the affirmative vote of a majority of the directors elected by such class or series then in office or by a sole remaining director so elected, or by the vote of the holders of the outstanding shares of such class or series, and such directorships shall not in any case be filled by the vote of the remaining directors or the holders of the outstanding shares as a whole unless otherwise provided in the Charter.

3.05. At each election for directors, every Shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by such Shareholder for as many persons as there are directors to be elected and for whose election he has a right to vote, or to cumulate his votes by giving one candidate as many votes as the number of such directors multiplied by his shares shall equal, or by distributing such votes on the same principle.

Executive and Other Committees

3.06. The Board, by resolution adopted by a majority of the Board, may designate from among its members an executive committee and one or more other committees, each of which shall be comprised of one or more members and, to the extent provided in such resolution, shall have and may exercise all of the authority of the Board, including the authority to declare dividends and to authorize the issuance of shares of the Corporation, to the extent permitted by law. Committees shall keep regular minutes of their proceedings and report the same to the Board when required.

Meetings of Directors

3.07. The directors of the Corporation may hold their meetings, both regular and special, either within or without the State of Delaware.

3.08. The first meeting of each newly elected Board shall be held without further notice immediately following the annual meeting of Shareholders, and at the same place, unless by unanimous consent of the directors then elected and serving such time or place shall be changed.

3.09. Regular meetings of the Board may be held without notice at such time and place as shall from time to time be determined by the Board.

3.10. Special meetings of the Board may be called by the President on two days’ notice to each director, either personally or by mail, telecopy, or overnight courier; special meetings shall be called by the President or Secretary in like manner and on like notice on the written request of a majority of the directors. Except as may be otherwise expressly provided by statute, the Charter, or these bylaws, neither the business to be transacted at, nor the purpose of, any special meeting needs to be specified in a notice or waiver of notice.

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3.11. At all meetings of the Board the presence of a majority of the full Board shall be necessary and sufficient to constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board, except as may be otherwise specifically provided by statute or by the Charter or by these bylaws. If a quorum shall not be present at any meeting of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

3.12. Any action required or permitted to be taken at a meeting of the Board or any committee may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the members of the Board or committee, as the case may be. Such consent shall have the same force and effect as a unanimous vote at a meeting.

3.13. Subject to the provisions required or permitted by statute or the Charter for notice of meetings, members of the Board, or members of any committee designated by the Board, may participate in and hold a meeting of the Board or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Compensation of Directors

3.14. Directors, as such, shall not receive any stated salary for their services, but, by resolution of the Board, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; provided that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

ARTICLE IV

NOTICES

4.01. Whenever under the provisions of any applicable statute, the Charter or these bylaws, notice is required to be given to any director or Shareholder, and no provision is made as to how such notice shall be given, it shall not be construed to mean personal notice, but any such notice may be given by mail, postage prepaid, addressed to such director or Shareholder at such address as appears on the books of the Corporation. Any notice required or permitted to be given by mail shall be deemed to be given at the time when the same shall be thus deposited in the United States mails as aforesaid.

4.02. Whenever any notice is required to be given to any Shareholder or director of the Corporation under the provisions of any applicable statute, the Charter or these bylaws, a waiver

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thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated in such notice, shall be deemed equivalent to the giving of such notice.

ARTICLE V

OFFICERS

5.01. The officers of the Corporation shall be elected by the directors and shall include a Chairman of the Board, a President, a Treasurer and a Secretary. The Board may also, at its discretion, elect a Vice Chairman of the Board, one or more Executive Vice Presidents or Vice Presidents and a Treasurer. Such other officers, including assistant officers, and agents as may be deemed necessary may be elected or appointed by the Board. Any two or more offices may be held by the same person.

5.02. The Board at its first meeting after each annual meeting of Shareholders shall choose a Chairman of the Board and, at its discretion, a Vice Chairman of the Board, from its members; and a President, a Treasurer, a Secretary, and such other officers, including assistant officers, and agents as may be deemed necessary, none of whom need be a member of the Board.

5.03. The Board may appoint such other officers and agents as it shall deem necessary, who shall be appointed for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

5.04. The salaries of all officers and agents of the Corporation shall be fixed by the Board. Unless so fixed by the Board each officer of the Corporation shall serve without remuneration.

5.05. Each officer of the Corporation shall hold office until his successor is chosen and qualified in his stead or until his death or until his resignation or removal from office. Any officer or agent elected or appointed by the Board may be removed at any time by the Board, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. If the office of any officer becomes vacant for any reason, the vacancy may be filled by the Board.

Chairman of the Board

5.06. The Chairman of the Board shall preside at all meetings of the shareholders and the Board. He shall be ex-officio a member of all standing committees. The Chairman shall have such other and further responsibility as may from time-to-time be assigned by the Board.

Chief Executive Officer

5.07. The Board may by resolution designate one of the executive officers enumerated in Section 5.01 to serve as Chief Executive Officer.

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Vice-Chairman of the Board

5.08. The Vice-Chairman of the Board shall have duties assigned by the Board and shall preside in the absence of the Chairman, at all meetings of the Shareholders and the Board. He shall be ex-officio a member of all standing committees.

The President

5.09. The President shall be the chief operating and executive officer of the Corporation, shall have the general powers and duties of oversight, supervision and management of the business and affairs of the Corporation and shall see that all orders and resolutions of the Board are carried into effect. He shall be an ex-officio member of all standing committees of the Board.

The Secretary and Assistant Secretaries

5.10. The Secretary shall attend all sessions of the Board and all meetings of the Shareholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose and shall perform like duties for any committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the Shareholders and special meetings of the Board, and shall perform such other duties as may be prescribed by the Board or the President, under whose supervision the Secretary shall be.

5.11. Each Assistant Secretary shall have such powers and perform such duties as the Board may from time to time prescribe or as the President may from time to time delegate.

The Treasurer

5.12. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements of the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board.

5.13. The Treasurer shall disburse the funds of the corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the directors, at the regular meetings of the Board, or whenever they may require it, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation, and shall perform such other duties as the Board may prescribe or as the President may from time to time delegate.

5.14. If required by the Board, the Treasurer shall give the Corporation a bond in such form, in such sum, and with such surety or sureties as shall be satisfactory to the Board for the faithful performance of the duties of the office of Treasurer and for the restoration to the Corporation, in case of death, resignation, retirement, or removal from office, of all books, papers, vouchers, money, and other property of whatever kind in the Treasurer’s possession or under the Treasurer’s control belonging to the Corporation.

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5.15. Each Assistant Treasurer shall have such powers and perform such duties as the Board may from time to time prescribe or as the President may from time to time delegate.

Other Offices

5.16. Any Executive Vice President, Vice President, or other officer elected by the Board shall have such powers and perform such duties as the Board may from time to time prescribe or as the President may from time to time delegate.

ARTICLE VI

CERTIFICATES REPRESENTING SHARES

6.01. Certificates in such form as may be determined by the Board shall be delivered representing all shares to which Shareholders are entitled. Such certificates shall be consecutively numbered and shall be entered in the books of the Corporation as they are issued. Each certificate shall state on the face thereof the name of the Corporation, the name to whom the certificate is issued, the number and class of shares and the designation of the series, if any, which such certificate represents, the par value of such shares or a statement that such shares are without par value, and that the Corporation is organized under the laws of Delaware. Each certificate shall be signed by either the President or any Vice President then in office and by either the Secretary, an Assistant Secretary, or any Treasurer then in office, and may be sealed with the seal of the Corporation or a facsimile thereof. If any certificate is countersigned by a transfer agent, or an assistant transfer agent or registered by a registrar, other than the Corporation or an employee of the Corporation, the signature of any such officer of the Corporation may be a facsimile. Whenever the Corporation shall be authorized to issue more than one class of stock, there shall be (1) set forth conspicuously upon the face or back of each certificate a full statement of (a) all of the designations, preferences, limitations, and relative rights of the shares of each class authorized to be issued and (b) if the Corporation is authorized to issue any preferred or special class in series, the variations in the relative rights and preferences of the shares of each series so far as the same have been fixed and determined and the authority of the Board to fix and determine the relative rights and preferences of subsequent series; or (2) stated conspicuously on the face or back of the certificate that (a) such a statement is set forth in the Charter on file in the office of the Secretary of State of Delaware and (b) the Corporation will furnish a copy of such statement to the record holder of the certificate without charge upon request to the Corporation at its principal place of business or registered office. Whenever the Corporation by the Charter has limited or denied the preemptive rights of Shareholders to acquire unissued or treasury shares of the Corporation, each certificate (1) shall conspicuously set forth upon the face or back of such certificate a full statement of the limitation or denial of preemptive rights contained in the Charter, or (2) shall conspicuously state on the face or back of the certificate that (a) such statement is set forth in the Charter on file in the office of the Secretary of State of Delaware and (b) the Corporation will furnish a copy of such statement to the record holder of the certificate without charge upon request to the Corporation at its principal place of business or registered office. If any restriction on the transfer or the registration of the transfer of shares shall be imposed or agreed to by the Corporation, as permitted by law, each certificate representing shares so

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restricted (1) shall conspicuously set

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forth a full or summary statement of the restriction on the face of the certificate, or (2) shall set forth such statement on the back of the certificate and conspicuously refer to the same on the face of the certificate, or (3) shall conspicuously state on the face or back of the certificate that such a restriction exists pursuant to a specified document and (a) that the Corporation will furnish to the record holder of the certificate without charge upon written request to the corporation at its principal place of business or registered office a copy of the specified document, or (b) if such document is one required or permitted to be and has been filed under the Delaware Corporation Act, that such document is on file in the office of the Secretary of State of Delaware and contains a full statement of such restriction.

Lost Certificates

6.02. The Board may direct a new certificate representing shares to be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to be lost or destroyed. When authorizing such issue of a new certificate, the Board, in its discretion and as a condition precedent to the issuance thereof, may require the owner of such lost or destroyed certificate, or his legal representative, to advertise the same in such manner as it shall require and/or give the Corporation a bond in such form, in such sum, and with such surety or sureties as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost or destroyed.

Transfer of Shares

6.03. Upon presentation to the Corporation or the transfer agent of the Corporation with a request to register the transfer of a certificate representing shares duly endorsed and otherwise meeting the requirements for transfer specified by Delaware law, it shall be the duty of the Corporation or the transfer agent of the Corporation to register the transfer as requested.

Registered Shareholders

6.04. Prior to due presentment for transfer, the Corporation may treat the registered owner of any share or shares of stock as the person exclusively entitled to vote, to receive notifications, and otherwise to exercise all rights and powers of an owner.

ARTICLE VII

GENERAL PROVISIONS

Dividends

7.01. Dividends upon the outstanding shares of the Corporation, subject to the provisions of the Charter, if any, may be declared by the Board at any regular or special meeting of the Board or by any committee of the Board so authorized. Dividends may be paid in cash, in property, or in shares of the Corporation, subject to the provisions of any applicable statute or the Charter. The Board may fix in advance a record date for the purpose of determining

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Shareholders entitled to receive payment of any dividend, such record date to be not more than fifty days prior to the payment date of such dividend, or the Board may close the stock transfer books for such purpose for a period of not more than fifty days prior to the payment date of such dividend. In the absence of any action by the Board, the date upon which the Board adopts the resolution declaring such dividend shall be the record date.

Reserves

7.02. There may be created by resolution of the Board out of the surplus of the Corporation such reserve or reserves as the directors from time to time, in their discretion, think proper to provide for contingencies, or to repair or maintain any property of the Corporation, or for such other purpose as the directors shall think beneficial to the Corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

Checks

7.03. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board may from time to time designate.

Execution of Contracts, Deeds, Etc.

7.04. The Board may authorize any officer or officers, agent or agents, in the name and on behalf of the Corporation, to enter into or execute and deliver any and all deeds, bonds, mortgages, contracts and other obligations or instruments, and such authority may be general or confined to specific instances.

Fiscal Year

7.05. The fiscal year of the Corporation shall be fixed by resolution of the Board.

Voting of Securities

7.06. Unless otherwise directed by the Board, the President shall have full power and authority on behalf of the Corporation to attend, vote and act, and to execute and deliver in the name and on behalf of the Corporation a proxy authorizing an agent or attorney-in-fact for the Corporation to attend, vote and act, at any meeting of security holders of any corporation in which the Corporation may hold securities and to execute and deliver in the name and on behalf of the Corporation any written consent of security holders in lieu of any such meeting, and at any such meeting he, or the agent or the attorney-in-fact duly authorized by him, shall possess and may exercise any and all rights and powers incident to the ownership of such securities which the Corporation as the owner thereof might have possessed or exercised if present. The Board may by resolution from time to time confer like power upon any other person or persons.

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Indemnification

7.07 (a) Subject to any limitation which may be contained in the Charter, the Corporation shall to the full extent permitted by law, indemnify any person who was, is, or is threatened to be made a named defendant or respondent to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, arbitral, administrative, or investigative, any appeal in such action, suit, or proceeding, and any inquiry or investigation that could lead to such an action, suit, or proceeding, because such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise, against judgments, penalties (including excise and similar taxes), fines, settlements, and reasonable expenses (including attorneys’ fees) actually incurred by such person in connection with such action, suit, or proceeding. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that an individual did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

(b) Subject to any limitation which may be contained in the Charter, the Corporation shall, to the full extent permitted by law, pay or reimburse on a current basis the expenses incurred by any person described in subsection (a) of this Section 7.07 in connection with any such action, suit, or proceeding in advance of the final disposition thereof, if the Corporation has received (i) a written affirmation by the recipient of his good faith belief that he has met the standard of conduct necessary for indemnification and (ii) a written undertaking by or on behalf of the director to repay the amount paid or reimbursed if it is ultimately determined that he has not satisfied such standard of conduct or if indemnification is prohibited by law.

(c) If required by law at the time such payment is made, any payment of indemnification or advance of expenses to a director shall be reported in writing to the shareholders with or before the notice or waiver of notice of the next Shareholder’s meeting or with or before the next submission to Shareholders of a consent to action without a meeting, within the 12-month period immediately following the date of the indemnification or advance.

(d) The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation or who is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise, against any liability asserted against him and incurred by him in such a capacity or arising out of his status as such a person, whether or not the corporation would have the power to indemnify him against that liability under this article, subject to any restrictions imposed by law. The Corporation may create a trust fund, establish any form of self-insurance, grant a security interest or other lien on the assets of the Corporation, or use other means (including, without limitation, a letter of credit, guarantee or surety arrangement) to ensure the payment of such sums as may become necessary to effect indemnification as provided herein.

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(e) The rights provided under this Section 7.07 shall not be deemed exclusive of any other rights permitted by law to which such person may be entitled under any provision of the Charter, a resolution of Shareholders or directors of the Corporation, an agreement or otherwise, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person. The rights provided in this Section 7.07 shall be deemed to be provided by a contract between the Corporation and the individuals who serve in the capacities described in subsection (a) hereof at any time while these bylaws are in effect, and no repeal or modification of this Section 7.07 by the Shareholders shall adversely affect any right of any person otherwise entitled to indemnification by virtue of this Section 7.07 at the time of such repeal or modification.

ARTICLE VIII

AMENDMENTS

8.01. The Board may amend or repeal these bylaws or adopt new bylaws, unless:

(1) the Charter or statute reserves the power exclusively to the Shareholders in whole or part; or

(2) the Shareholders in amending, repealing or adopting a particular bylaw expressly provide that the Board may not amend or repeal such bylaw.

8.02. Unless the Charter or a bylaw adopted by the Shareholders provides otherwise as to all or some portion of the Corporation’s bylaws, the Shareholders may amend, repeal, or adopt bylaws of the Corporation even though such bylaws may also be amended, repealed or adopted by the Board.

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BY-LAWS

of

SPECTRUM HEALTHCARE ADMINISTRATIVE SERVICES, INC.

Incorporated under the laws of Delaware

Section 1. Offices: In addition to its principal or registered office in this state, the corporation may have offices at such other places within or without this state as the Board of Directors shall from time to time determine.

Section 2. Stockholders Meetings: Meetings of the stockholders may be held at such place or places within or without this state as may be determined by the Board of Directors, unless otherwise specifically required by law. The annual meeting of the stockholders for the election of directors shall be held on such date and at such time as designated by duly adopted resolution of the Board of Directors or stockholders. Subject to specific requirements of law, special meetings of the stockholders may be held upon call of the President, any Vice President, or the Board of Directors. Such call shall state the time, place and purpose of the meeting. Notice of the time and place of every meeting of stockholders shall be mailed by the Secretary or the officer performing his duties, at least ten days before the meeting, to each stockholder of record having voting power and entitled to such notice at his last known post office address; provided, however, that if a stockholder be present at a meeting, or in writing waive notice thereof before or after the meeting, notice of the meeting to such stockholder shall be unnecessary. The holders of a majority of the shares of stock having voting power present in person or by proxy shall constitute a quorum. Each holder of stock shall be entitled at every meeting of the stockholders to one vote for each share of such stock registered in his name on the books of the corporation. At all meetings of stockholders, except as otherwise required by law, by the Certificate of Incorporation, or by other provisions of these by-laws, all matters shall be decided by the vote of the holders of a majority of all the stock present or represented at the meeting and entitled to vote thereat. If required by statute, at least ten days before each election of directors a complete list of the stockholders entitled to vote at the election shall be prepared and shall be open at a place within the city where the election is to be held and shall, during the usual hours of business, for said ten days, and during the election, be open to the examination of any stockholder.

Section 3. Stockholders Consent Action: Any action required or permitted to be taken by the stockholders at a meeting thereof (including limitation at the annual meeting) may be taken without a meeting if all the stockholders consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the stockholders. Requirements of law, of the Certificate of Incorporation, or of these by-laws with respect to notices of meetings, waivers of such notices, availability of stockholders lists, and similar requirements, shall be deemed to have been waived by the stockholders with respect to any such written consent action, as evidenced by execution of same by each such stockholder.

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Section 4. Board of Directors: The affairs of the corporation shall be managed by a board consisting of one or more directors, who shall be elected annually by the stockholders entitled to vote and shall hold office until their successors are elected and qualified. The authorized number of directors shall be set from time to time by resolution of the Board of Directors. Any director may be removed by a majority of the directors at any meeting of the Board of Directors, for malfeasance, misfeasance, nonfeasance or incapacity or inability to act. Vacancies in the Board of Directors and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors remaining in office, even though less than a quorum, subject to the applicable provisions of laws. Vacancies may also be filled at any time through election of directors at a special meeting of stockholders. Meetings of the Board of Directors shall be held at the times fixed by resolutions of the Board or upon call of the President or any two directors and may be held outside of this state. The Secretary or officer performing his duties shall give reasonable notice (which need not in any event exceed two days) of all meetings of directors, provided that a meeting may be held without notice immediately after the annual election, and notice need not be given of regular meetings held at times fixed by resolutions of the Board. Meetings may be held at any time without notice if all the directors are present or if those not present waive notice either before or after the meeting. Notice by mail or telegraph to the usual business or residence address of the directors not less than the time above specified before the meeting shall be sufficient. A majority of the directors shall constitute a quorum.

Section 5. Directors Consent Action: Any action required or permitted to be taken by the directors at a meeting thereof may be taken without a meeting if all directors consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the directors. Requirements of law, of the Certificate of Incorporation, of these by-laws with respect to notices of meetings and waivers thereof shall be deemed to have been complied with upon the execution of any such written consent action.

Section 6. Stock: Certificates of stock shall be of such form and device as the Board of Directors may determine and shall be signed by the President or any Vice President and the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary. The stock shall be transferable or assignable only on the books of the corporation by the holders in person or by attorney on the surrender of the certificates therefor.

Section 7. Officers: The Board of Directors shall appoint a President, one or more Vice Presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as they may deem proper. The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by the Board of Directors without cause assigned. The officers shall have such duties as usually pertain to their offices except as modified by the Board of Directors, and shall also have such powers and duties as may from time to time be conferred upon them by the Board of Directors.

Section 8. Fiscal Year: The fiscal year of the corporation shall end on the Friday nearest September 30.

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Section 9. Corporate Seal: The corporate seal of the corporation shall be in such form as the Board of Directors shall prescribe.

Section 10. Amendments: Except as otherwise provided by law either the Board of Directors or the stockholders may alter or amend these by-laws at any meeting duly held as above provided.

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EX-3.127

Exhibit 3.127

ARTICLES OF INCORPORATION

OF

HEMET VALLEY AMBULANCE SERVICE, INC.

KNOW ALL MEN BY THESE PRESENT that we, the undersigned, have this day voluntarily associated ourselves together for the purpose of forming a corporation under the laws of the State of California, and we hereby certify:

ARTICLE I:

The name of this corporation is HEMET VALLEY AMBULANCE SERVICE, INC.

ARTICLE II:

The corporation’s purposes are:

(a) The specific business in which the corporation is primarily to engage, is the vehicular transport of sick and/or injured persons;

(b) To engage in any one or more businesses or transactions which the Board of Directors of this corporation may from time to time authorize or approve, whether related or unrelated to the business described in (a) above or to any other business then or theretofor done by this corporation;

(c) To exercise any and all rights and powers which a corporation may now or hereafter exercise;

(d) To act as principal, agent, joint venturer, partner or in any other capacity which may be authorized or approved by the Board of Directors of this corporation; and

(e) To transact business in the State of California or in any other jurisdiction of the United State of America or elsewhere in the world.

The foregoing statement of purposes shall be construed as a statement of both purposes and powers, and the purposes and powers in each clause shall, except where otherwise expressed, be in no wise limited or restricted by reference to or inference from the terms or provisions of any other clause but shall be regarded as independent purposes and powers.

ARTICLE III;

The county in the State of California where the principal office for the transaction of business of this corporation is to be located is Riverside County.

ARTICLE IV:

The number of directors of the corporation is three. The names and addresses of the persons who are appointed as first directors are:

GARY L. FRITZINGER	25670 Las Flores
	Hemet, California 92343
MAXIE HYMAS	27091 Val Dean Way
	Hemet, California 92343
HILLAS F. COLE	44313 Acacia Avenue
	Hemet, California 92343

ARTICLE V:

The corporation is authorized to issue only one class of shares of stock. The total number of shares that the corporation is authorized to issue is 2,000 shares. The aggregate par value of the shares is $200,000.00 and the par value of each share is $100.00. No distinction shall exist between the shares of the corporation or between the holders thereof.

ARTICLE VI:

(a) Before there can be a valid sale or transfer of any of the shares of this corporation by the holders thereof, the holder of the shares to be sold or transferred shall first give notice, in writing, to the secretary of this corporation of his intention to sell or transfer such shares. Said notice shall specify the number of shares to be sold or transferred, the price per share, and the terms upon which such holder intends to make such sale or transfer. The secretary shall, within five days thereafter, mail or deliver a copy of said notice to each of the other shareholders of record of this corporation. Such notice may be delivered to such shareholders personally, or may be mailed to the last known address of such shareholders, as the same may appear on the books of this corporation. Within ten days after mailing or delivering of said notice to said shareholders, any such shareholder or shareholders desiring to acquire any part or all of the shares referred to in said notice shall deliver by mail or otherwise to the secretary of this corporation a written offer or offers, expressed to be acceptable immediately, to purchase the specified number or numbers of such shares at the price and upon the terms stated in said notice, accompanied by the purchase price therefor with authorization to pay such purchase price against delivery of said shares.

If the total number of shares specified in such offers exceeds the number of shares referred to in said notice, each offering shareholder shall be entitled to purchase such proportion of the shares referred to in said notice to

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the secretary, as the number of shares of this corporation, which he holds, bears to the total number of shares held by all such shareholders desiring to purchase the shares referred to in said notice to the secretary.

If all of the shares referred to in said notice to the secretary are not disposed under such apportionment, each shareholder desiring to purchase shares in a number in excess of his proportionate share, as provided above, shall be entitled to purchase such proportion of those shares which remain thus undisposed of, as the total number of shares which he holds bears to the total number of shares held by all of the shareholders desiring to purchase shares in excess of those to which they are entitled under such apportionment.

If one or more of the other shareholders offers to purchase in the aggregate, within said ten-day period, less than all of the shares referred to in said notice to the secretary, the shareholder desiring to sell or transfer shall not be obligated to accept any such offer or offers from one or more of the other shareholders and may dispose of all of the shares of stock referred to in said notice, to any person or persons whomsoever; provided. however, that he shall not sell or transfer such shares at a lower price or on terms more favorable to the purchaser or transferee than those specified in said notice to the secretary.

Any sale or transfer, or purported sale or transfer, of the shares of said corporation shall be null and void unless the terms, conditions and provisions of this Article VI are strictly observed and followed.

(b) Each shareholder or subscriber to shares of this corporation shall be entitled to full preemptive or preferential rights, as such rights have been heretofore defined at common law, to purchase and/or subscribe for his proportionate part of any shares which may be issued at any time by this corporation.

IN WITNESS WHEREOF, the undersigned, constituting the incorporators and first directors of this corporation, have executed these Articles of Incorporation on this 6th day of July, 1973.

/s/ Garry L. Fritzinger

GARY L. FRITZINGER

/s/ Maxie Hymas

MAXIE HYMAS

/s/ Hillas F. Cole

HILLAS F. COLE

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STATE OF CALIFORNIA	)
	: ss
COUNTY OF RIVERSIDE	)

On July 6, 1973, before me, a Notary Public in and for said County and State, personally appeared GARY L. FRITZINGER, MAXIE HYMAS, AND HILLAS F. COLE, known to me to be the persons whose names are subscribed to the foregoing Articles of Incorporation, and acknowledged to me that they executed the same.

WITNESS my hand and Official Seal.

/s/ Elizabeth L. Domenigen

Notary Public in and for County and State

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EX-3.128

Exhibit 3.128

BY-LAWS

of

HEMET VALLEY AMBULANCE SERVICE, INC.

a California corporation

ARTICLE I

SHAREHOLDERS’ MEETING

Section 1. Place of Meetings.

All meetings of the shareholders shall be held at the office of the corporation, in the state of California, or at some other appropriate and convenient location as may be designated for that purpose from time to time by the Board of Directors.

Section 2. Annual Meetings.

The annual meeting of the shareholders shall be held, each year, at the time and on the day following:

Time of Meeting:	10:00 A.M.
Date of Meeting:	15th day of May

If this day shall be a legal holiday, then the meeting shall be held on the next succeeding business day, at the same hour. At the annual meeting, the shareholders shall elect a Board of Directors, consider reports of the affairs of the corporation and transact such other business as may properly be brought before the meeting.

Section 3. Special Meetings.

Special meetings of the shareholders for any purpose or purposes may be called at any time by the president, a vice-president, the secretary, an assistant secretary, or by the Board of Directors, or by one or more shareholders holding not less than one-fifth (1/5) of the voting power of the corporation. Upon request in writing by registered mail to the president, a vice-president, the secretary or an assistant secretary, directed to such officers at the principal office of the corporation, in California, or delivered to such officer in person by any person entitled to call a meeting of shareholders, it shall be the duty of such officer forthwith to cause notice to be given to the shareholders entitled to vote of a meeting to be held at such time as such officer may fix not less than ten nor more than sixty days after the receipt of such request. If such notice shall not be given within seven days after the date of mailing or date of delivery of such request, the

person or persons calling the meeting may fix the time of meeting and give notice thereof in the manner provided by these By-laws.

Section 4. Notice of Meetings.

Notices of meetings, annual or special, shall be given in writing to shareholders entitled to vote by the secretary or the assistant secretary, or if there be no such officer, or in the case of his neglect or refusal, by any director or shareholder.

Such notices shall be sent to the shareholder’s address appearing on the books of the corporation, or supplied by him to the corporation for the purpose of notice, but not less than seven days before such meeting.

Notice of any meeting of shareholders shall specify the place, the day and the hour of meeting, and in case of special meeting, as provided by the Corporations Code of California, the general nature of the business to be transacted.

If a shareholder supplies no address, notice shall be deemed to have been given to him if mailed to the place where the principal office of the company, in California, is situated, or published at least once in some newspaper of general circulation in the County of said principal office. Such notice shall specify the place, the day and hour of the meeting, and in the case of special meetings, the general nature of the business to be transacted.

When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in case of an original meeting. Save, as aforesaid, it shall not be necessary to give any notice of the adjournment or of the business to be transacted at an adjourned meeting other than by announcement at the meeting at which such adjournment is taken.

Section 5. Consent to Shareholders’ Meetings.

The transactions of any meeting of shareholders, however called and noticed, shall be valid as though had at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each of the shareholders entitled to vote, not present in person or by proxy, sign a written waiver of notice, or a consent to the holding of such meeting, or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 6. Shareholders Acting Without A Meeting.

Any action which may be taken at a meeting of the shareholders, may be taken without a meeting if authorized by a writing signed by all of the shareholders entitled to vote at a meeting for such purpose, and filed with the secretary of the corporation.

Section 7. Quorum.

The holders of a majority of the shares entitled to vote thereat, present in person, or represented by proxy, shall be requisite and shall constitute a quorum at all meetings of the shareholders for the transaction of

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business except as otherwise provided by law, by the Articles of Incorporation, or by these By-laws. If, however, such majority shall not be present or represented at any meeting of the shareholders, the shareholders entitled to vote thereat, present in person, or by proxy, shall have the power to adjourn the meeting from time to time, until the requisite amount of voting shares shall be present. At such adjourned meeting at which the

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requisite amount of voting shares shall be represented, any business may be transacted which might have been transacted at the meeting as originally notified.

Section 8. Voting Rights; Cumulative Voting.

Only persons in whose names shares entitled to vote stand on the stock records of the corporation on the day of any meeting of shareholders, unless some other day be fixed by the Board of Directors for the determination of shareholders of record, and then on such other day, shall be entitled to vote at such meeting.

Every shareholder entitled to vote at any election for directors of any corporation for profit may cumulate his votes and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which his shares are entitled, or distribute his votes on the same principle among as many candidates as he thinks fit.

The candidates receiving the highest number of votes up to the number of directors to be elected are elected.

The Board of Directors may fix a time in the future not exceeding thirty days preceding the date of any meeting of shareholders or the date fixed for the payment of any dividend or distribution, or for the allotment of rights, or when any change or conversion or exchange of shares shall go into effect, as a record date for the determination of the shareholders entitled to notice of and to vote at any such meeting, or entitled to receive any such dividend or distribution, or any allotment of rights, or to exercise the rights in respect to any such change, conversion or exchange of shares. In such case only shareholders of record on the date so fixed shall be entitled to notice of and to vote at such meeting, or to receive such dividends, distribution or allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any share on the books of the company after any record date fixed as aforesaid. The Board of Directors may close the books of the company against transfers of shares during the whole or any part of such period.

Section 9. Proxies.

Every shareholder entitled to vote, or to execute consents, may do so, either in person or by written proxy, executed in accordance with the provisions of Section 2225 of the Corporations Code of California and filed with the secretary of the corporation.

Section 10. Organization.

The president, or in the absence of the president, any vice-president, shall call the meeting of the shareholders to order, and shall act as chairman of the meeting. In the absence of the president and all of the vice-presidents, shareholders shall appoint a chairman for such meeting. The secretary of the company shall act as secretary of all meetings of the shareholders, but in the absence of the secretary at any meeting of the shareholders, the presiding officer may appoint any person to act as secretary of the meeting.

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Section 11. Inspectors of Election.

In advance of any meeting of shareholders the Board of Directors may, if they so elect, appoint inspectors of election to act at such meeting or any adjournments thereof. If inspectors of election be not so appointed, the chairman of any such meeting may, and on the request of any shareholder or his proxy shall, make such appointment at the meeting. The number of inspectors shall be either one or three.

ARTICLE II

DIRECTORS; MANAGEMENT

Section 1. Powers.

Subject to the limitation of the Articles of Incorporation, of the By-laws, and of the laws of the State of California as to action to be authorized or approved by the shareholders, all corporate powers shall be exercised by or under authority of, and the business and affairs of this corporation shall be controlled by, a Board of Directors.

Section 2. Number and Qualification.

The authorized number of directors of the corporation shall be as follows: Three (3) directors.

Section 3. Election and Tenure of Office.

The directors shall be elected by ballot at the annual meeting of the shareholders, to serve for one year or until their successors are elected and have qualified. Their term of office shall begin immediately after election.

Section 4. Vacancies.

Vacancies in the Board of Directors may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director, and each director so elected shall hold office until his successor is elected at an annual meeting of shareholders or at a special meeting called for that purpose.

The shareholders may at any time elect a director to fill any vacancy not filled by the directors, and may elect the additional directors at the meeting at which an amendment of the By-laws is voted authorizing an increase in the number of directors.

A vacancy or vacancies shall be deemed to exist in case of the death, resignation or removal of any director, or if the shareholders shall increase the authorized number of directors but shall fail at the meeting at which such increase is authorized, or at an adjournment thereof, to elect the additional director so provided for, or in case the shareholders fail at any time to elect the full number of authorized directors.

If the Board of Directors accepts the resignation of a Director tendered to take effect at a future time, the Board, or the shareholders, shall have power to elect a successor to take office when the resignation shall become effective.

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No reduction of the number of directors, shall have the effect of removing any director prior to the expiration of his term of office.

Section 5. Removal of Directors.

The entire Board of Directors or any individual director may be removed from office as provided by Section 810 of the Corporations Code of the State of California.

Section 6. Place of Meetings.

Meetings of the Board of Directors shall be held at the office of the corporation in the State of California, as designated for that purpose, from time to time, by resolution of the Board of Directors or written consent of all of the members of the Board. Any meeting shall be valid, wherever held, if held by the written consent of all members of the Board of Directors, given either before or after the meeting and filed with the Secretary of the corporation.

Section 7. Organization Meetings.

The organization meetings of the Board of Directors shall be held immediately following the adjournment of the annual meetings of the shareholders.

Section 8. Other Regular Meetings.

Regular meetings of the Board of Directors shall be held at the corporate offices, or such other place as may be designated by the Board of Directors, as follows:

Time of Regular Meeting:	10:00 A.M.
Date of Regular Meeting	15th day of each month.

If said day shall fall upon a holiday, such meetings shall be held on the next succeeding business day thereafter. No notice need be given of such regular meetings.

Section 9. Special Meetings - Notices.

Special meetings of the Board of Directors for any purpose or purposes shall be called at any time by the president or if he is absent or unable or refuses to act, by any vice-president or by any two directors.

Written notice of the time and place of special meetings shall be delivered personally to the directors or sent to each director by letter or by telegram, charges prepaid, addressed to him at his address as it is shown upon the records of the corporation, or if it is not so shown on such records or is not readily ascertainable, at the place in which the meetings of the directors are regularly held. In case such notice is mailed or telegraphed, it shall be deposited in the United States mail or delivered to the telegraph company in the place in which the principal office of the corporation is located at least forty-eight (48) hours prior to the time of the holding of the meeting. In case such notice is delivered as above provided, it shall be so delivered at least twenty-four (24) hours prior to the time of the holding of the meeting. Such mailing, telegraphing or delivery as above provided shall be due, legal and

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personal notice to such director.

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Section 10. Waiver of Notice.

When all of the directors are present at any directors’ meeting, however called or noticed, and sign a written consent thereto on the records of such meeting, or, if a majority of the directors are present, and if those not present sign in writing a waiver of notice of such meeting, whether prior to or after the holding of such meeting, which said waiver shall be filed with the Secretary of the corporation, the transactions thereof are as valid as if had at a meeting regularly called and noticed.

Section 11. Directors Acting Without a Meeting by Unanimous Written Consent.

Any action required or permitted to be taken by the Board of Directors may be taken without a meeting and with the same force and effect as if taken by a unanimous vote of directors, if authorized by a writing signed by all members of the board. Such consent shall be filed with the regular minutes of the board.

Section 12. Notice of Adjournment.

Notice of the time and place of holding an adjourned meeting need not be given to absent directors if the time and place be fixed at the meeting adjourned.

Section 13. Quorum.

A majority of the number of directors as fixed by the Articles of Incorporation or By-laws shall be necessary to constitute a quorum for the transaction of business, and the action of a majority of the directors present at any meeting at which there is a quorum, when duly assembled, is valid as a corporate act; provided that a minority of the directors, in the absence of a quorum, may adjourn from time to time, but may not transact any business.

Section 14. Compensation of Directors.

Directors, as such, shall not receive any stated salary for their services, but by resolution of the Board a fixed sum and expense of attendance, if any, may be allowed for attendance at each regular and special meeting of the Board; provided that nothing herein contained shall be construed to preclude any director from serving the company in any other capacity and receiving compensation therefor.

Section 15. Executive Committee.

An executive committee may be appointed by resolution passed by a majority of the whole Board. The executive committee shall be composed of members of the Board, and shall have such powers as may be expressly delegated to it by resolution of the Board of Directors. It shall act only in the intervals between meetings of the Board and shall be subject at all times to the control of the Board of Directors.

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ARTICLE III

OFFICERS

Section 1. Officers.

The officers of the corporation shall be a president, a vice-president, a secretary and a treasurer. The corporation may also have, at the discretion of the Board of Directors, a chairman of the board, one or more additional vice-presidents, one or more assistant secretaries, one or more assistant treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3 of this Article. One person may hold two or more offices, except those of president and secretary.

Section 2. Election.

The officers of the corporation, except such officers as may be appointed in accordance with the provisions of Section 3 or Section 5 of this Article shall be chosen annually by the Board of Directors, and each shall hold his office until he shall resign or shall be removed or otherwise disqualified to serve, or his successor shall be elected and qualified.

Section 3. Subordinate Officers, Etc.

The Board of Directors may appoint such other officers as the business of the corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in the By-laws or as the Board of Directors may from time to time determine.

Section 4. Removal and Resignation.

Any officer may be removed, either with or without cause, by a majority of the directors at the time in office, at any regular or special meeting of the Board, or, except in case of an officer chosen by the Board of Directors, by any officer upon whom such power of removal may be conferred by the Board of Directors.

Any officer may resign at any time by giving written notice to the Board of Directors, or to the president, or to the secretary of the corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 5. Vacancies.

A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in the By-laws for regular appointments to such office.

Section 6. Chairman of the Board.

The Chairman of the Board, if there shall be such an officer, shall, if present, preside at all meetings of the Board of Directors, and exercise and perform such other powers and duties as may be from time to time assigned to him by the Board of Directors or prescribed by the By-laws.

Section 7. President.

Subject to such supervisory powers, if any, as may be given by the

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Board of Directors to the Chairman of the Board, if there be such an officer, the President shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the corporation. He shall preside at all meetings of the shareholders and in the absence of the Chairman of the Board, or if there be none, at all meetings of the Board of Directors. He shall be ex officio a member of all the standing committees, including the executive committee, if any, and shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or the By-laws.

Section 8. Vice-President.

In the absence or disability of the president, the vice-presidents, in order of their rank as fixed by the Board of Directors, or if not ranked, the vice-president designated by the Board of Directors, shall perform all the duties of the president, and when so acting shall have all the powers of, and be subject to, all the restrictions upon, the president. The vice-presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors or the By-laws.

Section 9. Secretary.

The secretary shall keep, or cause to be kept, a book of minutes at the principal office or such other place as the Board of Directors may order, of all meetings of Directors and Shareholders, with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present at directors’ meetings, the number of shares present or represented at shareholders’ meetings and the proceedings thereof.

The secretary shall keep, or cause to be kept, at the principal office or at the office of the corporation’s transfer agent, a share register, or duplicate share register, showing the names of the shareholders and their addresses; the number and classes of shares held by each; the number and date of certificates issued for the same; and the number and date of cancellation of every certificate surrendered for cancellation.

The secretary shall give, or cause to be given, notice of all the meetings of the shareholders and of the Board of Directors required by the By-laws or by law to be given, and he shall keep the seal of the corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or by the By-laws.

Section 10. Treasurer.

The treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, surplus and shares. Any surplus, including earned surplus, paid-in surplus and surplus arising from a reduction of stated capital, shall be classified according to source and shown in a separate account. The books of account shall at all reasonable times be open to inspection by any director.

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The treasurer shall deposit all moneys and other valuables in the name and to the credit of the corporation with such depositaries as may be designated by the Board of Directors. He shall disburse the funds of the corporation as may be ordered by the Board of Directors, shall render to the president and directors, whenever they request it, an account of all of his transactions as treasurer and of the financial condition of the corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the By-laws.

ARTICLE IV

CORPORATE RECORDS AND REPORTS — INSPECTION

Section 1. Records.

The corporation shall maintain adequate and correct accounts, books and records of its business and properties. All of such books, records and accounts shall be kept at its principal place of business in the State of California, as fixed by the Board of Directors from time to time.

Section 2. Inspection of Books and Records.

All books and records provided for in Section 3003 of the Corporations Code of California shall be open to inspection of the directors and shareholders from time to time and in the manner provided in said Section 3003.

Section 3. Certification and Inspection of By-laws.

The original or a copy of these By-laws, as amended or otherwise altered to date, certified by the Secretary, shall be open to inspection by the shareholders of the company, as provided in Section 502 of the Corporations Code of California.

Section 4. Checks, Drafts, Etc.

All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the corporation, shall be signed or endorsed by such person or persons and in such manner as shall be determined from time to time by resolution of the Board of Directors.

Section 5. Contracts, Etc. — How Executed.

The Board of Directors, except as in the By-laws otherwise provided, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation. Such authority may be general or confined to specific instances. Unless so authorized by the Board of Directors, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement, or to pledge its credit, or to render it liable for any purpose or to any amount.

Section 6. Annual Report.

The Board of Directors shall cause an annual report or statement to be

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sent to the shareholders of this corporation not later than 120 days after the close of the fiscal or calendar year in accordance with the provisions of Sections 3006 - 3010 of the Corporations Code of the State of California.

ARTICLE V

CERTIFICATES AND TRANSFER OF SHARES

Section 1. Certificates for Shares.

Certificates for shares shall be of such form and device as the Board of Directors may designate and shall state the name of the record holder of the shares represented thereby; its number; date of issuance; the number of shares for which it is issued; the par value, if any, or a statement that such shares are without par value; a statement of the rights, privileges, preferences and restrictions, if any; a statement as to the redemption or conversion, if any; a statement of liens or restrictions upon transfer or voting, if any; if the shares be assessable or, if assessments are collectible by personal action, a plain statement of such facts.

Every certificate for shares must be signed by the President or a Vice-President and the Secretary or an Assistant Secretary or must be authenticated by facsimiles of the signatures of the President and Secretary or by a facsimile of the signature of its President and the written signature of its Secretary or an Assistant Secretary. Before it becomes effective every certificate for shares authenticated by a facsimile of a signature must be countersigned by a transfer agent or transfer clerk and must be registered by an incorporated bank or trust company, either domestic or foreign, as registrar of transfers.

Section 2. Transfer on the Books.

Upon surrender to the Secretary or transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Section 3. Lost or Destroyed Certificates.

Any person claiming a certificate of stock to be lost or destroyed shall make an affidavit or affirmation of that fact and advertise the same in such manner as the Board of Directors may require, and shall if the directors so require give the corporation a bond of indemnity, in form and with one or more sureties satisfactory to the Board, in at least double the value of the stock represented by said certificate, whereupon a new certificate may be issued in the same tenor and for the same number of shares as the one alleged to be lost or destroyed.

Section 4. Transfer Agents and Registrars.

The Board of Directors may appoint one or more transfer agents or transfer clerks, and one or more registrars, which shall be an incorporated bank or trust company — either domestic or foreign, who shall be appointed at such times and places as the requirements of the corporation may necessitate and the

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Board of Directors may designate.

Section 5. Closing Stock Transfer Books.

The Board of Directors may close the transfer books in their discretion for a period not exceeding thirty days preceding any meeting, annual or special, of the shareholders, or the day appointed for the payment of a dividend.

Section 6. Legend Condition.

In the event any shares of this corporation are issued pursuant to a permit or exemption therefrom requiring the imposition of a legend condition the person or persons issuing or transferring said shares shall make sure said legend appears on the certificate and on the stub relating thereto in the stock record book and shall not be required to transfer any shares free of such legend unless an amendment to such permit or a new permit be first issued so authorizing such a deletion.

ARTICLE VI

CORPORATE SEAL

The corporate seal shall be circular in form, and shall have inscribed thereon the name of the corporation, the date of its incorporation, and the word California.

ARTICLE VII

AMENDMENTS TO BY-LAWS

Section 1. By Shareholders.

New By-laws may be adopted or these By-laws may be repealed or amended at their annual meeting, or at any other meeting of the shareholders called for that purpose, by a vote of shareholders entitled to exercise a majority of the voting power of the corporation, or by written assent of such shareholders.

Section 2. Powers of Directors.

Subject to the right of the shareholders to adopt, amend or repeal By-laws, as provided in Section 1 of this Article VII, the Board of Directors may adopt, amend or repeal any of these By-laws other than a By-law or amendment thereof changing the authorized number of directors.

Section 3. Record of Amendments.

Whenever an amendment or new By-law is adopted, it shall be copied in the book of By-laws with the original By-laws, in the appropriate place. If any By-law is repealed, the fact of repeal with the date of the meeting at which the repeal was enacted or written assent was filed shall be stated in said book.

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CERTIFICATE OF ADOPTION OF BY-LAWS OF

a California corporation.

Adoption by Board of Directors.

The undersigned, being all of the persons appointed in the Articles of Incorporation to act as the first Board of Directors of the above named corporation (or being their duly appointed successors) hereby assent to the foregoing By-laws, and adopt the same as the By-laws of said corporation.

IN WITNESS WHEREOF, we have hereunto set our hands this 27th day of July, 1973.

(Directors’ Signatures)
	)
/s/ Gary L. Fritzinger	)
Name Gary L. Fritzinger	)
	)
/s/ Maxie Hymas	)
Name Maxie Hymas	)
	)
/s/ Hillas F. Cole	)      Directors.
Name Hillas F. Cole	)
	)
	)
Name	)
	)
	)
Name	)

Certificate by Secretary of Adoption by Directors.

THIS IS TO CERTIFY:

That I am the duly elected, qualified and acting secretary of the above named corporation and that the above and foregoing By-laws were adopted as the By-laws of said corporation on the date set forth above by the persons appointed in the Articles of Incorporation to act as the first directors of said corporation, or their duly appointed successors.

IN WITNESS WHEREOF, I have hereunto set my hand this 27th day of July, 1973.

/s/ Hillas F. Cole

Secretary Hillas F. Cole

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HEMET VALLEY AMBULANCE SERVICE

	160 NORTH CARMALITA STREET	Area Code 714
Gary Fritzinger		Business - 658-7717
Owner	HEMET, CALIFORNIA 92343	Emergency - 658-2826

4 April 1980

SPECIAL BOARD OF DIRECTORS MEETING

HEMET VALLEY AMBULANCE SERVICE INC

BOARD MEMBERS PRESENT:        Fritzinger and Fritzinger

Meeting was called to order by President Fritzinger at 0900 hours.

Purpose of the Special Meeting was to amend the Corporation Bylaws to read:

“The annual shareholders meeting shall be held at the Corporate office at the same time as the regular meeting held during the month of May.”

Furthermore; “Regular meetings by the Board of Directors will be held at least bimonthly, but may be held on a monthly basis as needed, as outlined in the By-Laws.”

A motion to the above was made, seconded, carried.

There being no further business, the meeting was adjourned at 0915 hours.

/s/ Gary L. Fritzinger

Gary L. Fritzinger - President

EX-3.129

Exhibit 3.129

ARTICLES OF INCORPORATION

OF

HERREN ENTERPRISES, INC.

ONE:  The name of this corporation is HERREN ENTERPRISES, INC.

TWO:  The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

THREE:  The name and address in this state of the corporation’s initial agent for service of process is H. CLAY PEAVIS, JR., 1151 Dove Street, Suite 200, Newport Beach, California.

FOUR:  The total number of shares which the corporation is authorized to issue is ONE THOUSAND (1,000).

Dated:                                , 1997.

/s/ Bruce W. Herren

BRUCE W. HERREN, Incorporator

I declare that I am the person who executed the above Articles of Incorporation, and such instrument is my act and deed.

/s/ Bruce W. Herren

BRUCE W. HERREN

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CERTIFICATE OF AMENMENT

OF

ARTICLES OF INCORPORATION

OF

HERREN ENTERPRISES, INC.

BRUCE HERREN and PATRICIA HERREN certify that:

1.They are the President and the Assistant Secretary, respectively, of HERREN ENTERPRISES; INC., a California corporation.

2.The Articles of Incorporation of this Corporation are amended by adding thereto the following articles:

FIVE: The liability of the directors of the corporation for monetary damages shall be eliminated to the fullest extent permissible under California law.

SIXTH: By bylaw, agreement, vote of shareholders, or disinterested directors, or otherwise, the corporation may provide indemnification of agents (as defined in Section 317 of the California Corporations Code) for breach of duty to the corporation and its shareholders in excess of the indemnification otherwise permitted by Section 317 of the California Corporations Code, subject to the limits on such additional indemnification set forth in Section 204 of the California Corporations Code.

3.The foregoing Certificate of Amendment of Articles of Incorporation has been duly approved by the Board of Directors.

4.The foregoing Certificate of Amendment of Articles of Incorporation has been duly approved by the required vote of shareholders in accordance

with Section 902 of the California Corporations Code.  The total number of outstanding shares of each class entitled to vote with respect to the foregoing amendment is 100 shares of common stock, and the number of shares voting in favor of the foregoing amendment equalled or exceeded the vote required, such required vote being a majority of the outstanding shares of common stock.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

DATED: April 21, 1995

/s/ Bruce W. Herren

BRUCE HERREN, President

/s/ Patricia Herren

PATRICIA HERREN, Assistant Secretary

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AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
HERREN ENTERPRISES, INC.
a California corporation

The undersigned certifies that:

1.They are the president and secretary, respectively, of Herren Enterprises, Inc., a California corporation (the “Corporation”).

2.The Articles of Incorporation of the Corporation are amended and restated to read as follows:

ARTICLE I:  The name of the Corporation is Herren Enterprises, Inc.

ARTICLE II:  The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

ARTICLE III:  This Corporation is authorized to issue only one class of shares of stock; and the total number of shares which the Corporation is authorized to issue is One Thousand (1,000) shares.

ARTICLE IV:  The liability of the directors of the Corporation for monetary damages shall be eliminated to the fullest extent permissible under California law.

ARTICLE V:  The Corporation is authorized to provide indemnification of agents (as defined in Section 317 of the California Corporations Code) through bylaw provisions, agreements with agents, vote of shareholders or disinterested directors or otherwise, in excess of the indemnification otherwise permitted by Section 317 of the California Corporations Code, subject only to the applicable limits set forth in Section 204 of the California Corporations Code with respect to actions for breach of duty to the Corporation and its shareholders.

3.The foregoing amendment and restatement of Articles of Incorporation has been duly approved by the Board of Directors.

4.The foregoing amendment and restatement of Articles of Incorporation has been duly approved by the required vote of shareholders in accordance with Section 902 of the California Corporations Code.  The total number of outstanding shares of the Corporation is 100.  The numbers of shares voting in favor of the amendment equaled the vote required.  The percentage vote required was more than 50%.

[Remainder of page intentionally left blank)

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We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

Dated: February 2, 2011

/s/ Bruce W. Herren

Bruce Herren, President

/s/ Carol Hinkle-Herren

Carol Hinkle-Herren, Secretary

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EX-3.130

Exhibit 3.130

AMENDED AND RESTATED BY-LAWS

OF

HERREN ENTERPRISES, INC.
(D/B/A DOCTOR’S AMBULANCE SERVICE)

Section 1. LAW, ARTICLES OF INCORPORATION
AND BY-LAWS

1.1. These by-laws are subject to the articles of incorporation of the corporation. In these by-laws, references to law, the articles of incorporation and by-laws mean the law, the provisions of the articles of incorporation and the by-laws as from time to time in effect.

Section 2. SHAREHOLDERS

2.1. Annual Meeting. The annual meeting of shareholders shall be held at 10:00 am on the second Tuesday in May in each year, unless that day be a legal holiday at the place where the meeting is to be held, in which case the meeting shall be held at the same hour on the next succeeding day not a legal holiday, or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect a board of directors and transact such other business as may be required by law or these by-laws or as may properly come before the meeting.

2.2. Special Meetings. A special meeting of the shareholders may be called at any time by the chairman of the board, if any, the president or the board of directors. A special meeting of the shareholders shall be called by the secretary, or in the case of the death, absence, incapacity or refusal of the secretary, by an assistant secretary or some other officer, upon application of a majority of the directors. Any such application shall state the purpose or purposes of the proposed meeting. Any such call shall state the place, date, hour, and purposes of the meeting.

2.3. Place of Meeting. All meetings of the shareholders for the election of directors or for any other purpose shall be held at such place within or without the state of incorporation as may be determined from time to time by the chairman of the board, if any, the president or the board of directors. Any adjourned session of any meeting of the shareholders shall be held at the place designated in the vote of adjournment.

2.4. Notice of Meetings. Except as otherwise provided by law, a written notice of each meeting of shareholders stating the place, day and hour thereof and, in the case of a special meeting, the purposes for which the meeting is called, shall be given not less than ten nor more than sixty days before the meeting, to each shareholder entitled to vote thereat, and to each shareholder who, by law, by the articles of incorporation or by these by-laws, is entitled to notice, by leaving such notice with him or at his residence or usual place of business, or by depositing it in the United States mail, postage prepaid, and addressed to such shareholder at his address as it appears in the records of the corporation. Such notice shall be given by the secretary, or by an officer or person designated by the board of directors, or in the case of a special meeting by the officer calling the meeting. As to any adjourned session of any meeting of shareholders, notice of the adjourned meeting need not be given if the time and place thereof are announced at the meeting at which the adjournment was taken except that if the adjournment is for more than thirty days or if after the adjournment a new record date is set for the adjourned session, notice of any such adjourned

session of the meeting shall be given in the manner heretofore described. No notice of any meeting of shareholders or any adjourned session thereof need be given to a shareholder if a written waiver of notice, executed before or after the meeting or such adjourned session by such shareholder, is filed with the records of the meeting or if the shareholder attends such meeting without objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the shareholders or any adjourned session thereof need be specified in any written waiver of notice.

2.5. Quorum of Shareholders. At any meeting of the shareholders a quorum as to any matter shall consist of a majority of the votes entitled to be cast on the matter, except where a larger quorum is required by law, by the articles of incorporation or by these by-laws. Any meeting may be adjourned from time to time by a majority of the votes properly cast upon the question, whether or not a quorum is present. If a quorum is present at an original meeting, a quorum need not be present at an adjourned session of that meeting. Shares of its own stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of any corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

2.6. Action by Vote. When a quorum is present at any meeting, a plurality of the votes properly cast for election to any office shall elect to such office and a majority of the votes properly cast upon any question other than an election to an office shall decide the question, except when a larger vote is required by law, by the articles of incorporation or by these by-laws. No ballot shall be required for any election unless requested by a shareholder present or represented at the meeting and entitled to vote in the election.

2.7. Action without Meetings. Unless otherwise provided in the articles of incorporation, any action required or permitted to be taken by shareholders for or in connection with any corporate action may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in the state of incorporation by hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of shareholders are recorded. No written consent shall be effective to take the corporate action referred to therein unless written consents signed by a number of shareholders sufficient to take such action are delivered to the corporation in the manner specified in this paragraph within sixty days of the earliest dated consent so delivered.

If action is taken by consent of shareholders and in accordance with the foregoing, there shall be filed with the records of the meetings of shareholders the writing or writings comprising such consent.

If action is taken by less than unanimous consent of shareholders, prompt notice of the taking of such action without a meeting shall be given to those who have not consented in writing and a certificate signed and attested to by the secretary that such notice was given shall be filed with the records of the meetings of shareholders.

In the event that the action which is consented to is such as would have required the filing of a certificate under any provision of the General Corporation Law of the State of California, if such action had been voted upon by the shareholders at a meeting thereof, the certificate filed under such provision shall state, in lieu of any statement required by such provision concerning a vote of shareholders, that written consent has been given under Section 603 of said General Corporation Law and that written notice has been given as provided in such Section 603.

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2.8. Proxy Representation. Every shareholder may authorize another person or persons to act for him by proxy in all matters in which a shareholder is entitled to participate, whether by waiving notice of any meeting, objecting to or voting or participating at a meeting, or expressing consent or dissent without a meeting. Every proxy must be signed by the shareholder or by his attorney-in-fact. No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally. The authorization of a proxy may but need not be limited to specified action, provided, however, that if a proxy limits its authorization to a meeting or meetings of shareholders, unless otherwise specifically provided such proxy shall entitle the holder thereof to vote at any adjourned session but shall not be valid after the final adjournment thereof.

2.9. Inspectors. The directors or the person presiding at the meeting may, and shall if required by applicable law, appoint one or more inspectors of election and any substitute inspectors to act at the meeting or any adjournment thereof. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all shareholders. On request of the person presiding at the meeting, the inspectors shall make a report in writing of any challenge, question or matter determined by them and execute a certificate of any fact found by them.

2.10. List of Shareholders. The secretary shall prepare and make, at least ten days before every meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting, arranged in alphabetical order and showing the address of each shareholder and the number of shares registered in his name. The stock ledger shall be the only evidence as to who are shareholders entitled to examine such list or to vote in person or by proxy at such meeting.

Section 3. BOARD OF DIRECTORS

3.1. Number. The corporation shall have one or more directors, the number shall be consistent with applicable law and shall be determined from time to time by vote of a majority of the directors then in office. No director need be a shareholder.

3.2. Tenure. Each director shall hold office until the next annual meeting and until his successor is elected and qualified, or until he sooner dies, resigns, is removed or becomes disqualified.

3.3. Powers. The business and affairs of the corporation shall be managed by or under the direction of the board of directors who shall have and may exercise all the powers of the corporation and do all such lawful acts and things as are not by law, the articles of incorporation or these bylaws directed or required to be exercised or done by the shareholders.

3.4. Vacancies. Vacancies and any newly created directorships resulting from any increase in the number of directors may be filled by vote of the holders of the particular class or series of stock entitled to elect such director at a meeting called for the purpose, or by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, in each case elected by the particular class or series of stock entitled to elect such directors. When one or more directors shall resign from the board,

3

effective at a future date, a majority of the directors then in office, including those who have resigned, who were elected by the particular class or series of stock entitled to elect such resigning director or directors shall have power to fill such vacancy or vacancies, the vote or action by writing thereon to take effect when such resignation or resignations shall become effective. The directors shall have and may exercise all their powers notwithstanding the existence of one or more vacancies in their number, subject to any requirements of law or of the articles of incorporation or of these by-laws as to the number of directors required for a quorum or for any vote or other actions.

3.5. Committees. The board of directors may, by vote of a majority of the whole board, (a) designate, change the membership of or terminate the existence of any committee or committees, each committee to consist of one or more of the directors; (b) designate one or more directors as alternate members of any such committee who may replace any absent or disqualified member at any meeting of the committee; and (c) determine the extent to which each such committee shall have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation, including the power to authorize the seal of the corporation to be affixed to all papers which require it and the power and authority to declare dividends or to authorize the issuance of stock; excepting, however, such powers which by law, by the articles of incorporation or by these by-laws they are prohibited from so delegating. In the absence or disqualification of any member of such committee and his alternate, if any, the member or members thereof present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Except as the board of directors may otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by the board or such rules, its business shall be conducted as nearly as may be in the same manner as is provided by these by-laws for the conduct of business by the board of directors. Each committee shall keep regular minutes of its meetings and report the same to the board of directors upon request.

3.6. Regular Meetings. Regular meetings of the board of directors may be held without call or notice at such places within or without the State of California and at such times as the board may from time to time determine, provided that notice of the first regular meeting following any such determination shall be given to absent directors. A regular meeting of the directors may be held without call or notice immediately after and at the same place as the annual meeting of shareholders.

3.7. Special Meetings. Special meetings of the board of directors may be held at any time and at any place within or without the state of incorporation designated in the notice of the meeting, when called by the chairman of the board, if any, the president, or by one-third or more in number of the directors, reasonable notice thereof being given to each director by the secretary or by the chairman of the board, if any, the president or any one of the directors calling the meeting.

3.8. Notice. It shall be reasonable and sufficient notice to a director to send notice by mail or overnight courier at least forty-eight hours or by telegram at least twenty-four hours before the meeting addressed to him at his usual or last known business or residence address or to give notice to him in person or by telephone at least twenty-four hours before the meeting. Notice of a meeting need not be given to any director if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. Neither notice of a meeting nor a waiver of a notice need specify the purposes of the meeting.

3.9. Quorum. Except as may be otherwise provided by law, by the articles of incorporation or by these by-laws, at any meeting of the directors a majority of the directors then in office shall constitute a quorum; a quorum shall not in any case be less than one-third of the total number of directors constituting the whole board. Any meeting may be adjourned from time to time by a majority of the votes cast upon the

4

question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

3.10. Action by Vote. Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, when a quorum is present at any meeting the vote of a majority of the directors present shall be the act of the board of directors.

3.11. Action without a Meeting. Any action required or permitted to be taken at any meeting of the board of directors or a committee thereof may be taken without a meeting if all the members of the board or of such committee, as the case may be, consent thereto in writing, and such writing or writings are filed with the records of the meetings of the board or of such committee. Such consent shall be treated for all purposes as the act of the board or of such committee, as the case may be.

3.12. Participation in Meetings by Conference Telephone. Members of the board of directors, or any committee designated by such board, may participate in a meeting of such board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other or by any other means permitted by law. Such participation shall constitute presence in person at such meeting.

3.13. Compensation. In the discretion of the board of directors, each director may be paid such fees for his services as director and be reimbursed for his reasonable expenses incurred in the performance of his duties as director as the board of directors from time to time may determine. Nothing contained in this section shall be construed to preclude any director from serving the corporation in any other capacity and receiving reasonable compensation therefor.

3.14. Interested Directors and Officers.

(a) No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of the corporation’s directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if:

(1) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or

(2) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the shareholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the shareholders; or

(3) The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the board of directors, a committee thereof, or the shareholders.

(b) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes the contract or transaction.

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Section 4. OFFICERS AND AGENTS

4.1. Enumeration; Qualification. The officers of the corporation shall be a president, a treasurer, a secretary and such other officers, if any, as the board of directors from time to time may in its discretion elect or appoint including without limitation a chairman of the board, one or more vice presidents and a controller. The corporation may also have such agents, if any, as the board of directors from time to time may in its discretion choose. Any officer may be but none need be a director or shareholder. Any two or more offices may be held by the same person. Any officer may be required by the board of directors to secure the faithful performance of his duties to the corporation by giving bond in such amount and with sureties or otherwise as the board of directors may determine.

4.2. Powers. Subject to law, to the articles of incorporation and to the other provisions of these by-laws, each officer shall have, in addition to the duties and powers herein set forth, such duties and powers as are commonly incident to his office and such additional duties and powers as the board of directors may from time to time designate.

4.3. Election. The officers may be elected by the board of directors at their first meeting following the annual meeting of the shareholders or at any other time. At any time or from time to time the directors may delegate to any officer their power to elect or appoint any other officer or any agents.

4.4. Tenure. Each officer shall hold office until his respective successor is chosen and qualified unless a shorter period shall have been specified by the terms of his election or appointment, or in each case until he sooner dies, resigns, is removed or becomes disqualified. Each agent shall retain his authority at the pleasure of the directors, or the officer by whom he was appointed or by the officer who then holds agent appointive power.

4.5. Chairman of the Board of Directors President and Vice President. The chairman of the board, if any, shall have such duties and powers as shall be designated from time to time by the board of directors. Unless the board of directors otherwise specifies, the chairman of the board, or if there is none the chief executive officer, shall preside, or designate the person who shall preside, at all meetings of the shareholders and of the board of directors.

Unless the board of directors otherwise specifies, the president shall be the chief executive officer and shall have direct charge of all business operations of the corporation and, subject to the control of the directors, shall have general charge and supervision of the business of the corporation.

Any vice presidents shall have such duties and powers as shall be set forth in these by-laws or as shall be designated from time to time by the board of directors or by the president.

4.6. Treasurer and Assistant Treasurers. Unless the board of directors otherwise specifies, the treasurer shall be in charge of the corporation’s funds and valuable papers, and shall have such other duties and powers as may be designated from time to time by the board of directors or by the president. If no controller is elected, the treasurer shall, unless the board of directors otherwise specifies, also have the duties and powers of the controller. Any assistant treasurers shall have such duties and powers as shall be designated from time to time by the board of directors, the president or the treasurer.

4.7. Controller and Assistant Controllers. If a controller is elected, he shall, unless the board of directors otherwise specifies, be in charge of its books of account and accounting records, and of its accounting procedures. He shall have such other duties and powers as may be designated from time to time by the board of directors, the president or the treasurer. Any assistant controller shall have such duties and

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powers as shall be designated from time to time by the board of directors, the president, the treasurer or the controller.

4.8. Secretary and Assistant Secretaries. The secretary shall record all proceedings of the shareholders, of the board of directors and of committees of the board of directors in a book or series of books to be kept therefor and shall file therein all actions by written consent of shareholders or directors. In the absence of the secretary from any meeting, an assistant secretary, or if there be none or he is absent, a temporary secretary chosen at the meeting, shall record the proceedings thereof. Unless a transfer agent has been appointed the secretary shall keep or cause to be kept the stock and transfer records of the corporation, which shall contain the names and record addresses of all shareholders and the number of shares registered in the name of each shareholder. He shall have such other duties and powers as may from time to time be designated by the board of directors or the president. Any assistant secretaries shall have such duties and powers as shall be designated from time to time by the board of directors, the president or the secretary.

Section 5. RESIGNATIONS AND REMOVALS

5.1. Any director or officer may resign at any time by delivering his resignation in writing to the chairman of the board, if any, the president, or the secretary or to a meeting of the board of directors. Such resignation shall be effective upon receipt unless specified to be effective at some other time, and without in either case the necessity of its being accepted unless the resignation shall so state. A director (including persons elected by shareholders or directors to fill vacancies in the board) may be removed from office with or without cause by the vote of the holders of a majority of the issued and outstanding shares of the particular class or series entitled to vote in the election of such director. The board of directors may at any time remove any officer either with or without cause. The board of directors may at any time terminate or modify the authority of any agent.

Section 6. VACANCIES

6.1. If the office of the president or the treasurer or the secretary becomes vacant, the directors may elect a successor by vote of a majority of the directors then in office. If the office of any other officer becomes vacant, any person or body empowered to elect or appoint that officer may choose a successor. Each such successor shall hold office for the unexpired term, and in the case of the president, the treasurer and the secretary until his successor is chosen and qualified or in each case until he sooner dies, resigns, is removed or becomes disqualified. Any vacancy of a directorship shall be filled as specified in Section 3.4 of these by-laws.

Section 7. CAPITAL STOCK

7.1. Stock Certificates. Each shareholder shall be entitled to a certificate stating the number and the class and the designation of the series, if any, of the shares held by him, in such form as shall, in conformity to law, the articles of incorporation and the by-laws, be prescribed from time to time by the board of directors. Such certificate shall be signed by the chairman or vice chairman of the board, or the president or a vice president and by the treasurer or an assistant treasurer or by the secretary or an assistant secretary. Any of or all the signatures on the certificate may be a facsimile. In case an officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the time of its issue.

7.2. Loss of Certificates. In the case of the alleged theft, loss, destruction or mutilation of a certificate of stock, a duplicate certificate may be issued in place thereof, upon such terms, including

7

receipt of a bond sufficient to indemnify the corporation against any claim on account thereof, as the board of directors may prescribe.

Section 8. TRANSFER OF SHARES OF STOCK

8.1. Transfer on Books. Subject to the restrictions, if any, stated or noted on the stock certificate, shares of stock may be transferred on the books of the corporation by the surrender to the corporation or its transfer agent of the certificate therefor properly endorsed or accompanied by a written assignment and power of attorney properly executed, with necessary transfer stamps affixed, and with such proof of the authenticity of signature as the board of directors or the transfer agent of the corporation may reasonably require. Except as may be otherwise required by law, by the articles of incorporation or by these by-laws, the corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to receive notice and to vote or to give any consent with respect thereto and to be held liable for such calls and assessments, if any, as may lawfully be made thereon, regardless of any transfer, pledge or other disposition of such stock until the shares have been properly transferred on the books of the corporation.

It shall be the duty of each shareholder to notify the corporation of his post office address.

8.2. Record Date. In order that the corporation may determine the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no such record date is fixed by the board of directors, the record date for determining the shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

In order that the corporation may determine the shareholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the. board of directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no such record date has been fixed by the board of directors, the record date for determining shareholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the state of incorporation or by hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of shareholders are recorded. If no record date has been fixed by the board of directors and prior action by the board of directors is required by applicable law, the record date for determining shareholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

In order that the corporation may determine the shareholders entitled to receive payment of any dividend or other distribution or allotment of any rights or to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such payment, exercise or

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other action. If no such record date is fixed, the record date for determining shareholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

Section 9. CORPORATE SEAL

9.1. Subject to alteration by the directors, the seal of the corporation shall consist of a flat-faced circular die with the word “California” and the name of the corporation cut or engraved thereon, together with such other words, dates or images as may be approved from time to time by the directors.

Section 10. EXECUTION OF PAPERS

10.1. Except as the board of directors may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts or other obligations made, accepted or endorsed by the corporation shall be signed by the chairman of the board, if any, the president, a vice president or the treasurer.

Section 11. FISCAL YEAR

11.1. The fiscal year of the corporation shall end on the 31st of December.

Section 12. AMENDMENTS

12.1. These by-laws may be adopted, amended or repealed by vote of a majority of the directors then in office or by vote of a majority of the stock outstanding and entitled to vote. Any bylaw, whether adopted, amended or repealed by the shareholders or directors, may be amended or reinstated by the shareholders or the directors.

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CERTIFICATE OF SECRETARY

I, the undersigned, do hereby certify that:

1.I am the duly elected and acting Secretary of Herren Enterprises, Inc. (dba “Doctor’s Ambulance Service”), a California corporation; and

2.The foregoing Bylaws constitute the Bylaws of said Corporation.

IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of the Corporation this 2 day of February, 2011.

        /s/ Carol Hinkle-Herren

Carol Hinkle-Herren

EX-3.131

Exhibit 3.131

ARTICLES OF INCORPORATION
OF
HOLIDAY ACQUISITION COMPANY, INC.

The undersigned incorporator, being a natural person of the age of eighteen years or more, hereby establishes a corporation pursuant to the statutes of the State of Colorado and adopts, the following Articles of Incorporation.

ARTICLE I

NAME

The name of the Corporation is Holiday Acquisition Company, Inc.

ARTICLE II

CAPITAL STOCK

1.  Authorized Stock.  The Corporation shall have authority to issue a total of 1,000 shares, which shall consist of one class only, designated “common stock.”  Each of such shares shall have a par value of $0.001 per share.

2.  Voting.  Each shareholder of record shall have one vote for each share of common stock standing in his name on the books of the Corporation and entitled to vote.  Cumulative voting shall not be allowed in the election of directors of the Corporation.

3.  Quorum.  At all meetings of shareholders, a majority of the shares entitled to vote at such meeting, represented in person or by proxy, shall constitute a quorum.

4.  Liquidation.  The Board of Directors may from time to time distribute to the shareholders in partial liquidation, a portion of the asset5s, in cash or property, subject to the limitations contained ion the statutes of Colorado.

ARTICLE III

REGISTERED AGENT AND REGISTERED OFFICE

The initial registered office of the Corporation shall be 1675 Broadway, Suite 1200, in the City of Denver, 80202, County of Denver.  The name of its initial registered agent at such address shall be The Corporation Company.

ARTICLE IV

INITIAL PRINCIPAL OFFICE

The address of the initial principal office of the Corporation shall be 6200 S. Syracuse Way, #200, Greenwood Village, CO 80111.

ARTICLE V

DIRECTOR LIABILITY

To the fullest extent permitted by the Colorado Business Corporation Act, as the same exists or may hereafter be amended, a director of this Corporation shall not be liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director.

ARTICLE VI

INDEMNIFICATION

The Corporation shall indemnify any person and his estate and personal representative against all liability and expense incurred by reason of the person being or having been a director or officer oft eh Corporation to the full extent and in any manner that directors may be indemnified under the Colorado Business Corporation Act, as in effect at any time.  The Corporation shall also indemnify any person who is serving or has served the Corporation as director, officer, employee, or agent, and that person’s estate and personal representative, to the extent and in the manner provided in any bylaw, contract, resolution of the shareholders or directors, or otherwise, so long as such provision is legally permissible.

ARTICLE VII

NAME AND ADDRESS OF INCORPORATOR

The name and address of the incorporator are as follows:

Name	Address
Payam Roshandel	370 17th Street, Suite 5200 Denver, CO  80202

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ARTICLE VIII

NAME AND ADDRESS OF FILER

The name and mailing address of the individuals who caused this document to be delivered for filing, and to whom the Secretary of State may deliver notice of filing if this document is refused, is:

Name	Address
Payam Roshandel	370 17th Street, Suite 5200 Denver, CO  80202

I, the undersigned, being the sole incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the laws of the State of Colorado, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and, accordingly, have hereunto set my hands this 31st day of March, 2011.

Payam Roshandel, Sole Incorporator

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EX-3.132

Exhibit 3.132

BYLAWS

OF

HOLIDAY ACQUISITION COMPANY, INC.

a Colorado corporation

TABLE OF CONTENTS

			Page
ARTICLE I	OFFICES		1
Section 1.1		Registered Office	1
Section 1.2		Other Offices	1
ARTICLE II	SHAREHOLDERS’ MEETINGS		1
Section 2.1		Place of Meetings	1
Section 2.2		Annual Meetings	2
Section 2.3		Special Meetings	2
Section 2.4		Notice of Meetings	2
Section 2.5		Quorum and Voting	3
Section 2.6		Voting Rights	4
Section 2.7		Voting Procedures and Inspectors of Elections	5
Section 2.8		List of Shareholders	6
Section 2.9		Shareholder Proposals at Annual Meetings	6
Section 2.10		Nominations of Persons for Election to the Board	8
Section 2.11		Action Without Meeting	10
ARTICLE III	DIRECTORS		11
Section 3.1		Number and Term of Office	11
Section 3.2		Powers	11
Section 3.3		Vacancies	12
Section 3.4		Resignations and Removals	12
Section 3.5		Meetings	12
Section 3.6		Quorum and Voting	13
Section 3.7		Action Without Meeting	13
Section 3.8		Fees and Compensation	13
Section 3.9		Committees	14
ARTICLE IV	OFFICERS		15
Section 4.1		Officers Designated	15
Section 4.2		Tenure and Duties of Officers	15

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ARTICLE V	EXECUTION OF CORPORATE INSTRUMENTS, AND VOTING OF SECURITIES OWNED BY THE CORPORATION		16
Section 5.1		Execution of Corporate Instruments	16
Section 5.2		Voting of Securities Owned by Corporation	17
ARTICLE VI	SHARES OF STOCK		17
Section 6.1		Form and Execution of Certificates	17
Section 6.2		Lost Certificates	17
Section 6.3		Transfers	18
Section 6.4		Fixing Record Dates	18
Section 6.5		Registered Shareholders	19
ARTICLE VII	OTHER SECURITIES OF THE CORPORATION		19
ARTICLE VIII	CORPORATE SEAL		20
ARTICLE IX	INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS		20
Section 9.1		Right to Indemnification	20
Section 9.2		Authority to Advance Expenses	20
Section 9.3		Right of Claimant to Bring Suit	21
Section 9.4		Provisions Nonexclusive	21
Section 9.5		Authority to Insure	21
Section 9.6		Enforcement of Rights	22
Section 9.7		Survival of Rights	22
Section 9.8		Settlement of Claims	22
Section 9.9		Effect of Amendment	22
Section 9.10		Primacy of Indemnification	22
Section 9.11		Subrogation	22
Section 9.12		No Duplication of Payments	23
Section 9.13		Saving Clause	23
ARTICLE X	NOTICES		23
ARTICLE XI	AMENDMENTS		24
ARTICLE XII	FORUM FOR DERIVATIVE ACTIONS		24

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BYLAWS
OF
HOLIDAY ACQUISITION COMPANY, INC.

ARTICLE I

OFFICES

Section 1.1Registered Office.

The registered office of Holiday Acquisition Company, Inc., a Colorado corporation (the “Corporation”), in the State of Colorado shall be set forth in the Articles of Incorporation of the Corporation (the “Articles”).

Section 1.2Other Offices.

The Corporation may also have offices at such other places, either within or without the State of Colorado, as the Board of Directors of the Corporation (the “Board”) may from time to time determine or the business of the Corporation may require.

ARTICLE II

SHAREHOLDERS’ MEETINGS

Section 2.1Place of Meetings.

(a)Meetings of shareholders may be held at such place, either within or without the State of Colorado, as may be designated by or in the manner provided in these Bylaws of the Corporation (the “Bylaws”) or, if not so designated, as determined by the Board.  The Board, in its sole discretion, may determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication as authorized by Section 2.1(b) of these Bylaws.

(b)If authorized by the Board in its sole discretion, and subject to such guidelines and procedures as the Board may adopt, shareholders and proxyholders not physically present at a meeting of shareholders may, by means of remote communication:

(1)Participate in a meeting of shareholders; and

(2)Be deemed present in person and vote at a meeting of shareholders whether such meeting is to be held at a designated place or solely by means of remote communication, provided that (A) the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a shareholder or proxyholder, (B) the Corporation shall implement reasonable measures to provide such shareholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholders,

including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (C) if any shareholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the Corporation.

(c)For purposes of these Bylaws, “remote communication” shall include (1) telephone or other voice communications, and (2) electronic mail or other form of written or visual electronic communications satisfying the requirements of Section 2.11(b) of these Bylaws.

Section 2.2Annual Meetings.

The annual meetings of the shareholders of the Corporation, for the purpose of election of directors and for such other business as may lawfully come before it, shall be held on such date and at such time as may be designated from time to time by the Board.

Section 2.3Special Meetings.

Special meetings of the shareholders of the Corporation may be called, for any purpose or purposes, by the President of the Corporation (the “President”) or the Board, at any time as provided in Section 2.1 of these Bylaws.

Section 2.4Notice of Meetings.

(a)Except as otherwise provided by law or the Articles, written notice of each meeting of shareholders, specifying the place, if any, date and hour and purpose or purposes of the meeting, and the means of remote communication, if any, by which shareholders and proxyholders may be deemed to be present in person and vote at such meeting, and the record date for determining the shareholders entitled to vote at the meeting, if such date is different from the record date for determining shareholders entitled to notice of the meeting, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each shareholder entitled to vote thereat, directed to his address as it appears upon the books of the Corporation; except that where the matter to be acted on is a merger or consolidation of the Corporation or a sale, lease or exchange of all or substantially all of its assets, such notice shall be given not less than twenty (20) nor more than sixty (60) days prior to such meeting.  If the Board fixes a date for determining the shareholders entitled to notice of a meeting of shareholders, such date shall also be the record date for determining the shareholders entitled to vote at such meeting, unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination.

(b)If at any meeting action is proposed to be taken which, if taken, would entitle shareholders fulfilling the requirements of Section 7-113-209(1) of the Colorado Business Corporation Act to an appraisal of the fair value of their shares, the notice of such meeting shall contain a statement to that effect and shall be accompanied by a copy of that statutory section.

(c)When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time, place, if any, thereof, and the means of remote

2

communication, if any, by which shareholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting, are announced at the meeting at which the adjournment is taken unless the adjournment is for more than thirty (30) days, or unless after the adjournment a new record date is fixed for the adjourned meeting, in which event a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting; provided, however, that the Board may fix a new record date for determination of shareholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for shareholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of shareholders entitled to vote at the adjourned meeting.

(d)Notice of the time, place and purpose of any meeting of shareholders may be waived in writing, either before or after such meeting, and, to the extent permitted by law, will be waived by any shareholder by his attendance thereat, in person or by proxy.

(e)Without limiting the manner by which notice otherwise may be given effectively to shareholders, any notice to shareholders given by the Corporation under any provision of the Colorado Business Corporation Act, the Articles, or these Bylaws shall be effective if given by a form of electronic transmission consented to by the shareholder to whom the notice is given.  Any such consent shall be revocable by the shareholder by written notice to the Corporation.  Any such consent shall be deemed revoked if: (i) the Corporation is unable to deliver by electronic transmission two consecutive notices given by the Corporation in accordance with such consent, and (ii) such inability becomes known to the Secretary of the Corporation (the “Secretary”) or an Assistant Secretary (if there be such an officer appointed) or to the transfer agent or other person responsible for the giving of notice; provided, however, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.  Notice given pursuant to this Section 2.4(e) shall be deemed given: (1) if by facsimile telecommunication, when directed to a number at which the shareholder has consented to receive notice; (2) if by electronic mail, when directed to an electronic mail address at which the shareholder has consented to receive notice; (3) if by a posting on an electronic network together with separate notice to the shareholder of such specific posting, upon the later of (A) such posting, and (B) the giving of such separate notice; and (4) if by any other form of electronic transmission, when directed to the shareholder.  An affidavit of the Secretary or an Assistant Secretary (if there be such an officer appointed) or of the transfer agent or other agent of the Corporation that the notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.  For purposes of these Bylaws, “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

Section 2.5Quorum and Voting.

(a)At all meetings of shareholders except where otherwise provided by law, the Articles or these Bylaws, the presence, in person or by proxy duly authorized, of the holders of a majority of the outstanding shares of stock entitled to vote shall constitute a quorum for the transaction of business.  Shares, the voting of which at said meeting have been enjoined, or which for any reason cannot be lawfully voted at such meeting, shall not be counted to determine a quorum at said meeting.  In the absence of a quorum, any meeting of shareholders may be

3

adjourned, from time to time, by vote of the holders of a majority of the shares represented thereat, but no other business shall be transacted at such meeting.  At such adjourned meeting at which a quorum is present or represented, any business may be transacted which might have been transacted at the original meeting.  The shareholders present at a duly called or convened meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

(b)Except as otherwise provided by law, the Articles or these Bylaws, all action taken by the holders of a majority of the votes cast on a matter affirmatively or negatively shall be valid and binding upon the Corporation.  For purposes of these Bylaws, a share present at a meeting, but for which there is an abstention or as to which a shareholder gives no authority or direction as to a particular proposal or director nominee, shall be counted as present for the purpose of establishing a quorum but shall not be counted as a vote cast.

Section 2.6Voting Rights.

(a)Except as otherwise provided by law, only persons in whose names shares entitled to vote stand on the stock records of the Corporation on the record date for determining the shareholders entitled to vote at said meeting shall be entitled to vote at such meeting.  Shares standing in the names of two (2) or more persons shall be voted or represented in accordance with the determination of the majority of such persons, or, if only one (1) of such persons is present in person or represented by proxy, such person shall have the right to vote such shares and such shares shall be deemed to be represented for the purpose of determining a quorum.

(b)Every person entitled to vote or to execute consents shall have the right to do so either in person or by an agent or agents authorized by a written proxy executed by such person or his duly authorized agent, which proxy shall be filed with the Secretary at or before the meeting at which it is to be used.  Said proxy so appointed need not be a shareholder.  No proxy shall be voted on after three (3) years from its date unless the proxy provides for a longer period.  Unless and until voted, every proxy shall be revocable at the pleasure of the person who executed it or of his legal representatives or assigns, except in those cases where an irrevocable proxy permitted by statute has been given.

(c)Without limiting the manner in which a shareholder may authorize another person or persons to act for him as proxy pursuant to Section 2.1(b) of these Bylaws, the following shall constitute a valid means by which a shareholder may grant such authority:

(1)A shareholder may execute a writing authorizing another person or persons to act for him as proxy.  Execution may be accomplished by the shareholder or his authorized officer, director, employee or agent signing such writing or causing his or her signature to be affixed to such writing by any reasonable means including, but not limited to, by facsimile signature.

(2)A shareholder may authorize another person or persons to act for him or her as proxy by transmitting or authorizing the transmission of an electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized

4

by the person who will be the holder of the proxy to receive such transmission, provided that any such transmission must either set forth or be submitted with information from which it can be determined that the transmission was authorized by the shareholder.  Such authorization can be established by the signature of the shareholder on the proxy, either in writing or by a signature stamp or facsimile signature, or by a number or symbol from which the identity of the shareholder can be determined, or by any other procedure deemed appropriate by the inspectors or other persons making the determination as to due authorization.

If it is determined that such transmissions are valid, the inspectors or, if there are no inspectors, such other persons making that determination shall specify the information upon which they relied.

(d)Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission created pursuant to Section 2.6(c) of these Bylaws may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.

Section 2.7Voting Procedures and Inspectors of Elections.

(a)The Corporation shall, in advance of any meeting of shareholders, appoint one (1) or more inspectors to act at the meeting and make a written report thereof.  The Corporation may designate one (1) or more persons as alternate inspectors to replace any inspector who fails to act.  If no inspector or alternate is able to act at a meeting of shareholders, the person presiding at the meeting shall appoint one (1) or more inspectors to act at the meeting.  Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his ability.

(b)The inspectors shall: (i) ascertain the number of shares outstanding and the voting power of each, (ii) determine the shares represented at a meeting and the validity of proxies and ballots, (iii) count all votes and ballots, (iv) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, and (v) certify their determination of the number of shares represented at the meeting and their count of all votes and ballots.  The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of the duties of the inspectors.

(c)The date and time of the opening and the closing of the polls for each matter upon which the shareholders will vote at a meeting shall be announced at the meeting.  No ballot, proxies or votes, nor any revocations thereof or changes thereto, shall be accepted by the inspectors after the closing of the polls unless the Trial Court of the State of Colorado shall determine otherwise upon application by a shareholder.

(d)In determining the validity and counting of proxies and ballots, the inspectors shall be limited to an examination of the proxies, any envelopes submitted with those proxies, any information provided in accordance with Sections 7-107-104(1) or 7-107-203(2) of the Colorado

5

Business Corporation Act, or any information provided pursuant to Section 7-107-108 thereof, ballots and the regular books and records of the Corporation, except that the inspectors may consider other reliable information for the limited purpose of reconciling proxies and ballots submitted by or on behalf of banks, brokers, their nominees or similar persons which represent more votes than the holder of a proxy is authorized by the record owner to cast or more votes than the shareholder holds of record.  If the inspectors consider other reliable information for the limited purpose permitted herein, the inspectors at the time they make their certification pursuant to subsection Section 2.7(b)(v) of these Bylaws shall specify the precise information considered by them including the person or persons from whom they obtained the information, when the information was obtained, the means by which the information was obtained and the basis for the inspectors’ belief that such information is accurate and reliable.

Section 2.8List of Shareholders.

The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before every meeting of shareholders, a complete list of the shareholders entitled to vote at said meeting, (or, if the record date for determining the shareholders entitled to vote is less than ten (10) days before the meeting date, the list shall reflect the shareholders entitled to vote on the tenth day before the meeting date), arranged in alphabetical order, showing the address of and the number of shares registered in the name of each shareholder.  The Corporation need not include electronic mail addresses or other electronic contact information on such list.  Such list shall be open to the examination of any shareholder for any purpose germane to the meeting for a period of at least ten (10) days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours at the principal place of business of the Corporation.  In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to shareholders of the Corporation.  If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any shareholder who is present.  If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any shareholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.

Section 2.9Shareholder Proposals at Annual Meetings.

At an annual meeting of the shareholders, only such business shall be conducted as shall have been properly brought before the meeting.  To be properly brought before an annual meeting, business must be specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board, otherwise properly brought before the meeting by or at the direction of the Board, or otherwise properly brought before the meeting by a shareholder.  In addition to any other applicable requirements for business to be properly brought before an annual meeting by a shareholder, whether or not the shareholder is seeking to have a proposal included in the Corporation’s proxy statement or information statement under any applicable rule of the Securities and Exchange Commission (the “SEC”), including, but not limited to, Regulation 14A or Regulation 14C under the Securities and Exchange Act of 1934, as amended

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(the “Exchange Act”), the shareholder must have given timely notice thereof in writing to the Secretary.  To be timely, in the case of a shareholder seeking to have a proposal included in the Corporation’s proxy statement or information statement, a shareholder’s notice must be delivered to the Secretary at the Corporation’s principal executive offices not less than one hundred and twenty (120) (lays or more than one hundred and eighty (180) days prior to the first anniversary of the date on which the Corporation first mailed its proxy materials (or, in the absence of proxy materials, its notice of meeting) for the previous year’s annual meeting of shareholders.  However, if the Corporation did not hold an annual meeting the previous year, or if the date of the annual meeting is advanced more than thirty (30) days prior to or delayed by more than thirty (30) days after the anniversary of the preceding year’s annual meeting, then to be timely, notice by the shareholder must be delivered to the Secretary at the Corporation’s principal executive offices not later than the close of business on the later of (i) the ninetieth (90th) day prior to such annual meeting or, (ii) the fifteenth (15th) day following the day on which public announcement of the date of such meeting is first made.  If the shareholder is not seeking inclusion of the proposal in the Corporation’s proxy statement or information statement, timely notice consists of a shareholder’s notice delivered to or mailed and received at the principal executive offices of the Corporation not less than ninety (90) days prior to the date of the annual meeting.  In no event shall any adjournment or postponement of an annual meeting or the announcement thereof commence a new time period for the giving of a shareholder’s notice as described above.  Other than with respect to shareholder proposals relating to director nomination(s), which requirements are set forth in Section 2.10 of these Bylaws, a shareholder’s notice to the Secretary shall set forth as to each matter the shareholder proposes to bring before the annual meeting: (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and record address of the shareholder proposing such business, (iii) the class and number of shares of the Corporation which are beneficially owned by the shareholder, (iv) any material interest of the shareholder in such business, (v) as to the shareholder giving the notice and any Shareholder Associated Person (as defined below) or any member of such shareholder’s immediate family sharing the same household, whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding (including, but not limited to, any short position or any borrowing or lending of shares of stock) has been made, the effect or intent of which is to mitigate loss or increase profit to or manage the risk or benefit of stock price changes for, or to increase or decrease the voting power of, such shareholder, such Shareholder Associated Person or family member with respect to any share of stock of the Corporation (each, a “Relevant Hedge Transaction”), and (vi) as to the shareholder giving the notice and any Shareholder Associated Person or any member of such shareholder’s immediate family sharing the same household, to the extent not set forth pursuant to the immediately preceding clause, (a) whether and the extent to which such shareholder, Shareholder Associated Person or family member has direct or indirect beneficial ownership of any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Corporation, whether or not such instrument or right shall be subject to settlement in the underlying class or series of capital stock of the Corporation or otherwise, or any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the Corporation (a “Derivative Instrument”), (b) any rights to dividends on the shares of the Corporation owned beneficially by such shareholder, Shareholder Associated Person or family member that are separated or separable from the

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underlying shares of the Corporation, (c) any proportionate interest in shares of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such shareholder, Shareholder Associated Person or family member is a general partner or, directly or indirectly, beneficially owns an interest in a general partner and (d) any performance-related fees (other than an asset-based fee) that such shareholder, Shareholder Associated Person or family member is entitled to based on any increase or decrease in the value of shares of the Corporation or Derivative Instruments, if any, as of the date of such notice (which information shall be supplemented by such shareholder and beneficial owner, if any, not later than ten (10) days after the record date for the meeting to disclose such ownership as of the record date).

For purposes of Sections 2.9 and 2.10 of these Bylaws, “Shareholder Associated Person” of any shareholder shall mean: (i) any person controlling or controlled by, directly or indirectly, or acting in concert with, such shareholder, (ii) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such shareholder and (iii) any person controlling, controlled by or under common control with such Shareholder Associated Person.

Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at the annual meeting except in accordance with the procedures set forth in Sections 2.1 and 2.9 of these Bylaws, provided, however, that nothing in Section 2.9 of these Bylaws shall be deemed to preclude discussion by any shareholder of any business properly brought before the annual meeting in accordance with said procedure.

The President at an annual meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the provisions of Sections 2.1 and 2.9 of these Bylaws, and if he should so determine he shall so declare to the meeting, and any such business not properly brought before the meeting shall not be transacted.

Nothing in Section 2.9 of these Bylaws shall affect the right of a shareholder to request inclusion of a proposal in the Corporation’s proxy statement or information statement pursuant to Rule 14a-8 under the Exchange Act.

Section 2.10Nominations of Persons for Election to the Board.

In addition to any other applicable requirements, only persons who are nominated in accordance with the following procedures shall be eligible for election as directors.  Nominations of persons for election to the Board may be made at a meeting of shareholders by or at the direction of the Board, by any nominating committee or person appointed by the Board or by any shareholder of the Corporation entitled to vote for the election of directors at the meeting who complies with the notice procedures set forth in Section 2.10 of these Bylaws.  Such nominations, other than those made by or at the direction of the Board, shall be made pursuant to timely notice in writing to the Secretary, which shall be the exclusive means for a shareholder to make nominations whether or not the shareholder is seeking to have a proposal included in the Corporation’s proxy statement or information statement under an applicable rule of the SEC, including, but not limited to, Regulation 14A or Regulation 14C under the Exchange Act.  To be timely, in the case of a shareholder seeking to have a nomination included in the Corporation’s proxy statement or information statement, a shareholder’s notice must be delivered to or mailed

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and received at the principal executive offices of the Corporation, not less than one hundred twenty (120) days or more than one hundred eighty (180) days prior to the first anniversary of the date on which the Corporation first mailed its proxy materials (or, in the absence of proxy materials, its notice of meeting) for the previous year’s annual meeting of shareholders.  However, if the Corporation did not hold an annual meeting the previous year, or if the date of the annual meeting is advanced more than thirty (30) days prior to or delayed by more than thirty (30) days after the anniversary of the preceding year’s annual meeting, then to be timely, notice by the shareholder must be delivered to the Secretary at the Corporation’s principal executive offices not later than the close of business on the later of (i) the ninetieth (90th) day prior to such annual meeting or (ii) the fifteenth (15th) day following the day on which public announcement of the date of such meeting is first made.  If the shareholder is not seeking inclusion of the nomination in the Corporation’s proxy statement or information statement, timely notice consists of a shareholder’s notice delivered to or mailed and received at the principal executive offices of the Corporation not less than ninety (90) days prior to the date of the annual meeting.  In no event shall any adjournment or postponement of an annual meeting or the announcement thereof commence a new time period for the giving of a shareholder’s notice as described above.  The shareholder’s notice relating to director nomination(s) shall set forth (a) as to each person whom the shareholder proposes to nominate for election or re-election as a director, (i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii) the class and number of shares of the Corporation which are beneficially owned by the person, (iv) a statement whether such person, if elected, intends to tender a resignation effective upon such person’s failure to receive the required vote for reelection at the next meeting at which such person would face re-election and upon acceptance of such resignation by the Board, in accordance with these Bylaws, and (v) any other information relating to the person that is required to be disclosed in solicitations for proxies for election of directors pursuant to Regulation 14A under the Exchange Act; (b) as to the shareholder giving the notice, (i) the name and record address of the shareholder, and (ii) the class and number of shares of the Corporation which are beneficially owned by the shareholder; (c) as to the shareholder giving the notice and any Shareholder Associated Person, to the extent not set forth pursuant to the immediately preceding clause, whether and the extent to which any Relevant Hedge Transaction has been entered into, and (d) as to the shareholder giving the notice and any Shareholder Associated Person, (1) whether and the extent to which any Derivative Instrument is directly or indirectly beneficially owned, (2) any rights to dividends on the shares of the Corporation owned beneficially by such shareholder that are separated or separable from the underlying shares of the Corporation, (3) any proportionate interest in shares of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such shareholder is a general partner or, directly or indirectly, beneficially owns an interest in a general partner, and (4) any performance-related fees (other than an asset-based fee) that such shareholder is entitled to based on any increase or decrease in the value of shares of the Corporation or Derivative Instruments, if any, as of the date of such notice, including without limitation any such interests held by members of such shareholder’s immediate family sharing the same household (which information shall be supplemented by such shareholder and beneficial owner, if any, not later than ten (10) days after the record date for the meeting to disclose such ownership as of the record date).  The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as a director of the Corporation.  No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth herein. 

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These provisions shall not apply to nomination of any persons entitled to be separately elected by holders of preferred stock.

The President shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing procedure, and if he or she should so determine, he or she shall so declare to the meeting and the defective nomination shall be disregarded.

Section 2.11Action Without Meeting.

(a)Unless otherwise provided in the Articles, any action required by statute to be taken at any annual or special meeting of shareholders of the Corporation, or any action which may be taken at any annual or special meeting of such shareholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing setting forth the action so taken are signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.  To be effective, a written consent must be delivered to the Corporation by delivery to its registered office in the State of Colorado, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of shareholders are recorded.  Delivery made to a Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.  Every written consent shall bear the date of signature of each shareholder who signs the consent, and no written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered in the manner required by this section to the Corporation, written consents signed by a sufficient number of holders to take action are delivered to the Corporation in accordance with this section.  Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those shareholders who have not consented in writing.

(b)An electronic transmission consent to an action to be taken and transmitted by a shareholder or proxyholder, or by a person or persons authorized to act for a shareholder or proxyholder, shall be deemed to be written, signed and dated for the purposes of this section, provided that any such electronic transmission sets forth or is delivered with information from which the Corporation can determine: (i) that the electronic transmission was transmitted by the shareholder or proxyholder or by a person or persons authorized to act for the shareholder or proxyholder, and (ii) the date on which such shareholder or proxyholder or authorized person or persons transmitted such electronic transmission.  The date on which such electronic transmission is transmitted shall be deemed to be the date on which such consent was signed.  No consent given by electronic transmission shall be deemed to have been delivered until such consent is reproduced in paper form and until such paper form shall be delivered to the Corporation by delivery to its registered office in the State of Colorado, its principal place of business or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of shareholders are recorded.  Delivery made to a Corporation’s registered office shall be made by hand or by certified or registered mail, return receipt requested.  Notwithstanding the foregoing limitations on delivery, consents given by electronic transmission may be otherwise delivered to the principal place of business of the Corporation or to an officer or agent of the Corporation having custody of the book in which proceedings of meetings of shareholders are

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recorded if to the extent and in the manner provided by resolution of the Board of the Corporation.

(c)Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.

ARTICLE III

DIRECTORS

Section 3.1Number and Term of Office.

(a)The number of directors which shall constitute the entire Board shall be initially one (1).  Elected directors shall hold office until the next annual meeting and until their successors shall be duly elected and qualified.  Directors need not be shareholders.  If, for any cause, the Board shall not have been elected at an annual meeting, they may be elected as soon thereafter as convenient at a special meeting of the shareholders called for that purpose in the manner provided in these Bylaws.  In no case will a decrease in the number of directors shorten the term of any incumbent director.

(b)With the exception of the first Board, which shall be elected by the incorporator, and except as provided in Section 3.3 of these Bylaws, each director shall be elected by the vote of the majority of the votes cast with respect to the director at any meeting for the election of directors at which a quorum is present; provided, however, that directors shall be elected by a plurality of the votes cast at any meeting of shareholders for which the Secretary of the Corporation determines that the number of nominees exceeds the number of directors to be elected as of the day preceding the date the Corporation first distributes its notice of meeting for such meeting to the shareholders.  If directors are to be determined by a plurality of votes cast, shareholders shall be entitled to cast votes “for” or to “withhold” votes from the election of directors, but shall not be permitted to vote against a nominee.  If a director is not elected, the director shall tender his or her resignation to the Board, which resignation shall be Contingent upon the Board’ acceptance thereof.  The Nominating and Corporate Governance Committee, or another committee that may be designated by the Board, will make a recommendation to the Board as to whether to accept or reject the resignation of such director, or whether other action should be taken.  The Board will act on such committee’s recommendation and publicly disclose its decision and the rationale behind it within ninety (90) days from the date of the certificate of the election results.  The director who tenders his or her resignation will not participate in the Board’s decision.  The Nominating and Corporate Governance Committee, or other Committee designated by the Board, in making its recommendation, and the Board in making its decision, may each consider any factors or other information that it deems appropriate and relevant.

Section 3.2Powers.

The powers of the Corporation shall be exercised, its business conducted and its property controlled by or under the direction of the Board.

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Section 3.3Vacancies.

Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, and each director so elected shall hold office for the unexpired portion of the term of the director whose place shall be vacant and until his successor shall have been duly elected and qualified.  A vacancy in the Board shall be deemed to exist under this section in the case of the death, removal or resignation of any director, or if the shareholders fail at any meeting of shareholders at which directors are to be elected (including any meeting referred to in Section 3.4 of these Bylaws) to elect the number of directors then constituting the entire Board.

Section 3.4Resignations and Removals.

(a)Any director may resign at any time by delivering his or her resignation to the Secretary in writing or by electronic transmission, such resignation to specify whether it will be effective at a particular time, upon receipt by the Secretary or at the pleasure of the Board.  If no such specification is made it shall be deemed effective at the pleasure of the Board.  When one (1) or more directors shall resign from the Board effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office for the unexpired portion of the term of the director whose place shall be vacated and until his successor shall have been duly elected and qualified.

(b)At a special meeting of shareholders called for the purpose in the manner hereinabove provided, the Board or any individual director may be removed from office, with or without cause, and a new director or directors elected by a vote of shareholders holding a majority of the outstanding shares entitled to vote at an election of directors.

Section 3.5Meetings.

(a)The annual meeting of the Board shall be held immediately after the annual shareholders’ meeting and at the place where such meeting is held or at the place announced by the President at such meeting.  No notice of an annual meeting of the Board shall be necessary, and such meeting shall be held for the purpose of electing officers and transacting such other business as may lawfully come before it.

(b)Except as hereinafter otherwise provided, regular meetings of the Board shall be held at the principal executive office of the Corporation.  Regular meetings of the Board may also be held at any place, within or outside of the State of Colorado, which has been designated by resolutions of the Board or the written consent of all directors.

(c)Special meetings of the Board may be held at any time and place within or outside of the State of Colorado whenever called by the President or, or by any of the directors.

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(d)Written notice of the time and place of all regular and special meetings of the.  Board shall be delivered personally to each director or sent by any form of electronic transmission at least forty-eight (48) hours before the start of the meeting, or sent by first class mail at least one hundred twenty (120) hours before the start of the meeting.  Notice of any meeting may be waived in writing at any time before or after the meeting and will be waived by any director by attendance thereat.

Section 3.6Quorum and Voting.

(a)A quorum of the Board shall consist of a majority of the exact number of directors fixed from time to time in accordance with Section 3.1 of these Bylaws, but not less than one (1); provided, however, at any meeting, whether a quorum be present or otherwise, a majority of the directors present may adjourn from time to time until the time fixed for the next regular meeting of the Board, without notice other than by announcement at the meeting.

(b)At each meeting of the Board at which a quorum is present, all questions and business shall be determined by a vote of a majority of the directors present, unless a different vote be required by law, the Articles, or these Bylaws.

(c)Any member of the Board, or of any committee thereof, may participate in a meeting by means of conference telephone or other communication equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.

(d)The transactions of any meeting of the Board, or any committee thereof, however called or noticed, or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice if a quorum be present and if, either before or after the meeting, each of the directors not present shall sign a written waiver of notice, or a consent to holding such meeting, or an approval of the minutes thereof.  All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 3.7Action Without Meeting.

Unless otherwise restricted by the Articles or these Bylaws, any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting, if all members of the Board or of such committee, as the case may be, consent thereto in writing or by electronic transmission, and such writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee.  Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 3.8Fees and Compensation.

Directors and members of committees may receive such compensation, if any, for their services, and such reimbursement for expenses, as may be fixed or determined by resolution of the Board.

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Section 3.9Committees.

(a)Executive Committee:  The Board may, by resolution passed by a majority of the entire Board, appoint an Executive Committee of not less than one (1) member, each of whom shall be a director.  To the extent permitted by law, the Executive Committee shall have and may exercise, when the Board is not in session, all powers of the Board in the management of the business and affairs of the Corporation, including, without limitation, the power and authority to declare a dividend or to authorize the issuance of stock, except such committee shall not have the power or authority to amend the Articles, to adopt an agreement or merger or consolidation, to recommend to the shareholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, to recommend to the shareholders of the Corporation a dissolution of the Corporation or a revocation of a dissolution, or to amend these Bylaws.

(b)Other Committees:  The Board may, by resolution passed by a majority of the entire Board, from time to time appoint such other committees as may be permitted by law.  Such other committees appointed by the Board shall have such powers and perform such duties as may be prescribed by the resolution or resolutions creating such committee, but in no event shall any such committee have the powers denied to the Executive Committee in these Bylaws.

(c)Term:  The terms of members of all committees of the Board shall expire on the date of the next annual meeting of the Board following their appointment; provided that they shall continue in office until their successors are appointed.  Subject to the provisions of Sections 3.9(a) and (b) of these Bylaws, the Board may at any time increase or decrease the number of members of a committee or terminate the existence of a committee; provided that no committee shall consist of less than one (1) member.  The membership of a committee member shall terminate on the date of his death or voluntary resignation, but the Board may at any time for any reason remove any individual committee, member and the Board may fill any committee vacancy created by death, resignation, removal or increase in the number of members of the committee.  The Board may designate one (1) or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee, and, in addition, in the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member.

(d)Meetings:  Unless the Board shall otherwise provide, regular meetings of the Executive Committee or any other committee appointed pursuant to Section 3.9 of these Bylaws shall be held at such times and places as are determined by the Board, or by any such committee, and when notice thereof has been given to each member of such committee, no further notice of such regular meetings need be given thereafter; special meetings of any such committee may be held at the principal executive office of the Corporation or at any place which has been designated from time to time by resolution of such committee or by written consent of all members thereof, and may be called by any director who is a member of such committee upon written notice to the members of such committee of the time and place of such special meeting given in the manner provided for the giving of written notice to members of the Board of the time and place of special meetings of the Board.  Notice of any special meeting of any committee may be waived in writing at any time after the meeting and will be waived by any director by

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attendance thereat.  A majority of the authorized number of members of any such committee shall constitute a quorum for the transaction of business, and the act of a majority of those present at any meeting at which a quorum is present shall be the act of such committee.

ARTICLE IV

OFFICERS

Section 4.1Officers Designated.

The officers of the Corporation shall be a President, a Secretary and a Treasurer.  The Board or the President may also appoint a Chairman of the Board, one (1) or more Vice-Presidents, Assistant Secretaries, Assistant Treasurers, and such other officers and agents with such powers and duties as he or she shall deem necessary.  The order of the seniority of the Vice-Presidents shall be in the order of their nomination unless otherwise determined by the Board.  The Board may assign such additional titles to one (1) or more of the officers as they shall deem appropriate.  Any one (1) person may hold any number of offices of the Corporation at any one (1) time unless specifically prohibited therefrom by law.  The salaries and other compensation of the officers of the Corporation shall be fixed by or in the manner designated by the Board.

Section 4.2Tenure and Duties of Officers.

(a)General:  All officers shall hold office at the pleasure of the Board and until their successors shall have been duly elected and qualified, unless sooner removed.  Any officer elected or appointed by the Board may be removed at any time by the Board.  If the office of any officer becomes vacant for any reason, the vacancy may be filled by the Board.  Nothing in these Bylaws shall be construed as creating any kind of contractual right to employment with the Corporation.

(b)Duties of the President of the Board: The President of the Board shall be the chief executive officer of the Corporation and when present shall preside at all meetings of the shareholders and the Board.  The President of the Board shall perform such other duties and have such other powers as the Board shall designate from time to time.

(c)Duties of Vice-Presidents:  The Vice-Presidents (if there be such an officer appointed), in the order of their seniority, may assume and perform the duties of the President in the absence or disability of the President or whenever the office of the President is vacant.  The Vice-President shall perform such other duties and have such other powers as the Board or the President shall designate from time to time.

(d)Duties of Secretary:  The Secretary shall attend all meetings of the shareholders and of the Board and any committee thereof, and shall record all acts and proceedings thereof in the minute book of the Corporation, which may be maintained in either paper or electronic form.  The Secretary shall give notice, in conformity with these Bylaws, of all meetings of the shareholders and of all meetings of the Board and any committee thereof requiring notice.  The Secretary shall perform such other duties and have such other powers as the Board shall designate

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from time to time.  The President may direct any Assistant Secretary (if there be such an officer appointed) to assume and perform the duties of the Secretary in the absence or disability of the Secretary, and each Assistant Secretary shall perform such other duties and have such other powers as the Board or the President shall designate from time to time.

(e)Duties of Treasurer:  The Treasurer shall keep or cause to be kept the books of account of the Corporation in a thorough and proper manner, and shall render statements of the financial affairs of the Corporation in such form and as often as required by the Board or the President.  The Treasurer, subject to the order of the Board, shall have the custody of all funds and securities of the Corporation.  The Treasurer shall perform all other duties commonly incident to his or her office and shall perform such other duties and have such other powers as the Board or the President shall designate from time to time.  The President may direct any Assistant Treasurer (if there be such an officer appointed) to assume and perform the duties of the Treasurer in the absence or disability of the Treasurer, and each Assistant Treasurer shall perform such other duties and have such other powers as the Board or the President shall designate from time to time.

ARTICLE V

EXECUTION OF CORPORATE INSTRUMENTS, AND
VOTING OF SECURITIES OWNED BY THE CORPORATION

Section 5.1Execution of Corporate Instruments.

(a)The Board may in its discretion determine the method and designate the signatory officer or officers, or other person or persons, to execute any corporate instrument or document, or to sign the corporate name without limitation, except where otherwise provided by law, and such execution or signature shall be binding upon the Corporation.

(b)Unless otherwise specifically determined by the Board or otherwise required by law, formal contracts of the Corporation, promissory notes, deeds of trust, mortgages and other evidences of indebtedness of the Corporation, and other corporate instruments or documents requiring the corporate seal, and certificates of shares of stock owned by the Corporation, shall be executed, signed or endorsed by the President; such documents may also be executed by any Vice-President (if there be such an officer appointed) and by the Secretary or Treasurer or any Assistant Secretary (if there be such an officer appointed) or Assistant Treasurer (if there be such an officer appointed).  All other instruments and documents requiring the corporate signature but not requiring the corporate seal may be executed as aforesaid or in such other manner as may be directed by the Board.

(c)All checks and drafts drawn on banks or other depositaries on funds to the credit of the Corporation or in special accounts of the Corporation shall be signed by such person or persons as the Board shall authorize so to do.

(d)Execution of any corporate instrument may be effected in such form, either manual, facsimile or electronic signature, as may be authorized by the Board.

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Section 5.2Voting of Securities Owned by Corporation.

All stock and other securities of other Corporations owned or held by the Corporation for itself or for other parties in any capacity shall be voted, and all proxies with respect thereto shall be executed, by the person authorized so to do by resolution of the Board or, in the absence of such authorization, by the President, or by any Vice-President (if there be such an officer appointed).

ARTICLE VI

SHARES OF STOCK

Section 6.1Form and Execution of Certificates.

The shares of the Corporation shall be represented by certificates, provided that the Board may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares.  Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation.  Certificates for the shares of stock of the Corporation shall be in such form as is consistent with the Articles and applicable law.  Every holder of stock in the Corporation shall be entitled to have a certificate signed by, or in the name of the Corporation by the President or any Vice-President (if there be such an officer appointed) and by the Treasurer or Assistant Treasurer (if there be such an officer appointed) or the Secretary or Assistant Secretary (if there be such an officer appointed), certifying the number of shares owned by him or her in the Corporation.  Any or all of the signatures on the certificate may be a facsimile.  In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued with the same effect as if he were such officer, transfer agent, or registrar at the date of issue.  If the Corporation shall be authorized to issue more than one (1) class of stock or more than one (1) series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in Section 7-106-208 of the Colorado Business Corporation Act, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, a statement that the Corporation will furnish without charge to each shareholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Section 6.2Lost Certificates.

The Board may direct a new certificate or certificates (or uncertificated shares in lieu of a new certificate) to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed.  When authorizing such issue

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of a new certificate or certificates (or uncertificated shares in lieu of a new certificate), the Board may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to indemnify the Corporation in such manner as it shall require and/or to give the Corporation a surety bond in such form and amount as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost or destroyed.

Section 6.3Transfers.

Transfers of record of shares of stock of the Corporation shall be made only upon its books by the holders thereof, in person or by attorney duly authorized, who shall furnish proper evidence of authority to transfer, and in the case of stock represented by a certificate, upon the surrender of a certificate or certificates for a like number of shares, properly endorsed.

Section 6.4Fixing Record Dates.

(a)In order that the Corporation may determine the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting.  If no record date is fixed by the Board, the record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the date on which the meeting is held.  A determination of shareholders of record entitled notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.

(b)In order that the Corporation may determine the shareholders entitled to consent to corporate action in writing or by electronic transmission without a meeting, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board.  If no record date has been fixed by the Board, the record date for determining shareholders entitled to consent to corporate action in writing or by electronic transmission without a meeting, when no prior action by the Board is required by the Colorado Business Corporation Act, shall be the first date on which a signed written consent or electronic transmission setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in the State of Colorado, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of shareholders are recorded; provided that any such electronic transmission shall satisfy the requirements of Section 2.11(b) of these Bylaws and, unless the Board otherwise provides by resolution, no such consent by electronic transmission shall be deemed to have been delivered until such consent is reproduced in paper form and until such paper form shall be delivered to the Corporation by delivery to its registered office in the State of Colorado, its principal place of business or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of shareholders are recorded.  Delivery made to a Corporation’s registered office shall be by hand or by certified or

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registered mail, return receipt requested.  If no record date has been fixed by the Board and prior action by the Board is required by law, the record date for determining shareholders entitled to consent to corporate action in writing or by electronic transmission without a meeting shall be at the close of business on the day on which the Board adopts the resolution taking such prior action.

(c)In order that the Corporation may determine the shareholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the shareholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action.  If no record date is fixed, the record date for determining shareholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

Section 6.5Registered Shareholders.

The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Colorado.

ARTICLE VII

OTHER SECURITIES OF THE CORPORATION

All bonds, debentures and other corporate securities of the Corporation, other than stock certificates, may be signed by the President or any Vice-President (if there be such an officer appointed) or such other person as may be authorized by the Board and the corporate seal impressed thereon or a facsimile of such seal imprinted thereon and attested by the signature of the Secretary or an Assistant Secretary (if there be such an officer appointed), or the Treasurer or an Assistant Treasurer (if there be such an officer appointed); provided, however, that where any such bond, debenture or other corporate security shall be authenticated by the manual signature of a trustee under an indenture pursuant to which such bond, debenture or other corporate security shall be issued, the signature of the persons signing and attesting the corporate seal on such bond, debenture or other corporate security may be the imprinted facsimile of the signatures of such persons.  Interest coupons appertaining to any such bond, debenture or other corporate security, authenticated by a trustee as aforesaid, shall be signed by the Treasurer or an Assistant Treasurer (if there be such an officer appointed) of the Corporation, or such other person as may be authorized by the Board, or bear imprinted thereon the facsimile signature of such person.  In case any officer who shall have signed or attested any bond, debenture or other corporate security, or whose facsimile signature shall appear thereon has ceased to be an officer of the Corporation before the bond, debenture or other corporate security so signed or attested shall have been delivered, such bond, debenture or other corporate security nevertheless may be adopted by the Corporation and issued and delivered as though the person who signed the same or whose

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facsimile signature shall have been used thereon had not ceased to be such officer of the Corporation.

ARTICLE VIII

CORPORATE SEAL

The corporate seal shall consist of a die bearing the name of the Corporation and the state and date of the Corporation’s incorporation.  Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

ARTICLE IX

INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS

Section 9.1Right to Indemnification.

Each person who was or is a party or is threatened to be made a party to or is involved (as a party, witness, or otherwise), in any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (hereinafter a “Proceeding”), by reason of the fact that he, or a person of whom he is the legal representative, is or was a director, officer, employee, or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another Corporation or of a partnership, joint venture, trust, or other enterprise, including service with respect to employee benefit plans, whether the basis of the Proceeding is alleged action in an official capacity as a director, officer, employee, or agent or in any other capacity while serving as a director, officer, employee, or agent (hereafter an “Agent”), shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Colorado Business Corporation Act, as the same exists or may hereafter be amended or interpreted (but, in the case of any such amendment or interpretation, only to the extent that such amendment or interpretation permits the Corporation to provide broader indemnification rights than were permitted prior thereto) against all expenses, liability, and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties, and amounts paid or to be paid in settlement, and any interest, assessments, or other charges imposed thereon, and any federal, state, local, or foreign taxes imposed on any Agent as a result of the actual or deemed receipt of any payments under this Article IX) reasonably incurred or suffered by such person in connection with investigating, defending, being a witness in, or participating in (including on appeal), or preparing for any of the foregoing in, any Proceeding (hereinafter “Expenses”); provided, however, that except as to actions to enforce indemnification rights pursuant to Section 9.3 of these Bylaws, the Corporation shall indemnify any Agent seeking indemnification in connection with a Proceeding (or part thereof) initiated by such person only if the Proceeding (or part thereof) was authorized by the Board of the Corporation.

Section 9.2Authority to Advance Expenses.

Expenses incurred by an officer or director (acting in his capacity as such) in defending a Proceeding shall be paid by the Corporation in advance of the final disposition of such Proceeding, provided, however, that if required by the Colorado Business Corporation Act, as

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amended, such Expenses shall be advanced only upon delivery to the Corporation of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article IX or otherwise.  Expenses incurred by other Agents of the Corporation (or by the directors or officers not acting in their capacity as such, including service with respect to employee benefit plans) may be advanced upon such terms and conditions as the Board deems appropriate.  Any obligation to reimburse the Corporation for Expense advances shall be unsecured and no interest shall be charged thereon.

Section 9.3Right of Claimant to Bring Suit.

If a claim under Sections 9.1 or 9.2 of these Bylaws is not paid in full by the Corporation within thirty (30) days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense (including attorneys’ fees) of prosecuting such claim.  It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending a Proceeding in advance of its final disposition where the required undertaking has been tendered to the Corporation) that the claimant has not met the standards of conduct that make it permissible under the Colorado Business Corporation Act for the Corporation to indemnify the claimant for the amount claimed.  The burden of proving such a defense shall be on the Corporation.  Neither the failure of the Corporation (including its Board, independent legal counsel, or its shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper under the circumstances because he has met the applicable standard of conduct set forth in the Colorado Business Corporation Act, nor an actual determination by the Corporation (including its Board, independent legal counsel, or its shareholders) that the claimant had not met such applicable standard of conduct, shall be a defense to the action or create a presumption that claimant has not met the applicable standard of conduct.

Section 9.4Provisions Nonexclusive.

The rights conferred on any person by this Article IX shall not be exclusive of any other rights that such person may have or hereafter acquire under any statute, provision of the Articles, agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office.  To the extent that any provision of the Articles, agreement, or vote of the shareholders or disinterested directors is inconsistent with these Bylaws, the provision, agreement, or vote shall take precedence.

Section 9.5Authority to Insure.

The Corporation may purchase and maintain insurance to protect itself and any Agent against any Expense, whether or not the Corporation would have the power to indemnify the Agent against such Expense under applicable law or the provisions of this Article IX.

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Section 9.6Enforcement of Rights

Without the necessity of entering into an express contract, all rights provided under this Article IX shall be deemed to be contractual rights and be effective to the same extent and as if provided for in a contract between the Corporation and such Agent.  Any rights granted by this Article IX to an Agent shall be enforceable by or on behalf of the person holding such right in any court of competent jurisdiction.

Section 9.7Survival of Rights.

The rights provided by this Article IX shall continue as to a person who has ceased to be an Agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

Section 9.8Settlement of Claims.

The Corporation shall not be liable to indemnify any Agent under this Article IX: (a) for any amounts paid in settlement of any action or claim effected without the Corporation’s written consent, which consent shall not be unreasonably withheld; or (b) for any judicial award if the Corporation was not given a reasonable and timely opportunity, at its expense, to participate in the defense of such action.

Section 9.9Effect of Amendment.

Any amendment, repeal, or modification of this Article IX that adversely affects any rights provided in this Article IX to an Agent shall only be effective upon the prior written consent of such Agent.

Section 9.10Primacy of Indemnification.

Notwithstanding that an Agent may have certain rights to indemnification, advancement of expenses and/or insurance provided by other persons (collectively, the “Other Indemnitors”), the Corporation: (i) shall be the indemnitor of first resort (i.e., its obligations to an Agent are primary and any obligation of the Other Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by such Agent are secondary); and (ii) shall required to advance the full amount of expenses incurred by an Agent and shall be liable for the full amount of all Expenses, without regard to any rights such Agent may have against any of the Other Indemnitors.  No advancement or payment by the Other Indemnitors on behalf of an Agent with respect to any claim for which such Agent has sought indemnification from the Corporation shall affect the immediately preceding sentence, and the Other Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Agent against the Corporation.

Section 9.11Subrogation.

In the event of payment under this Article IX, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of the Agent (other than against the Other Indemnitors), who shall execute all papers required and shall do everything that may be necessary

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to secure such rights, including the execution of such documents necessary to enable the Corporation effectively to bring suit to enforce such rights.

Section 9.12No Duplication of Payments.

Except as otherwise set forth in Section 9.10 of these Bylaws, the Corporation shall not be liable under this Article IX to make any payment in connection with any claim made against the Agent to the extent the Agent has otherwise actually received payment (under any insurance policy, agreement, vote, or otherwise) of the amounts otherwise indemnifiable hereunder.

Section 9.13Saving Clause.

If this Article IX or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each Agent to the fullest extent not prohibited by any applicable portion of this Article IX that shall not have been invalidated, or by any other applicable law.

ARTICLE X

NOTICES

Whenever, under any provisions of these Bylaws, notice is required to be given to any shareholder, the same shall be given either: (1) in writing, timely and duly deposited in the United States Mail, postage prepaid, and addressed to his last known post office address as shown by the stock record of the Corporation or its transfer agent, or (2) by a means of electronic transmission that satisfies the requirements of Section 2.4(e) of these Bylaws, and has been consented to by the shareholder to whom the notice is given.  Any notice required to be given to any director may be given by either of the methods hereinabove stated, except that such notice other than one (1) which is delivered personally, shall be sent to such address or (in the case of electronic communication) such e-mail address, facsimile telephone number or other form of electronic address as such director shall have filed in writing or by electronic communication with the Secretary, or, in the absence of such filing, to the last known post office address of such director.  If no address of a shareholder or director be known, such notice may be sent to the principal executive office of the Corporation.  An affidavit of mailing, executed by a duly authorized and competent employee of the Corporation or its transfer agent appointed with respect to the class of stock affected, specifying the name and address or the names and addresses of the shareholder or shareholders, director or directors, to whom any such notice or notices was or were given, and the time and method of giving the same, shall be conclusive evidence of the statements therein contained.  All notices given by mail, as above provided, shall be deemed to have been given as at the time of mailing and all notices given by means of electronic transmission shall be deemed to have been given as at the sending time recorded by the electronic transmission equipment operator transmitting the same.  It shall not be necessary that the same method of giving notice be employed in respect of all directors, but one (1) permissible method may be employed in respect of any one or more, and any other permissible method or methods may be employed in respect of any other or others.  The period or limitation of time within which any shareholder may exercise any option or right, or enjoy any privilege or benefit, or be required to act, or within which any director may exercise any power or right, or enjoy any privilege, pursuant to any notice sent him

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in the manner above provided, shall not be affected or extended in any manner by the failure of such a shareholder or such director to receive such notice.  Whenever any notice is required to be given under the provisions of the statutes or of the Articles, or of these Bylaws, a waiver thereof in writing signed by the person or persons entitled to said notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent thereto.  Whenever notice is required to be given, under any provision of law or of the Articles or these Bylaws, to any person with whom communication is unlawful, the giving of such notice to such person shall not be required and there shall be no duty to apply to any governmental authority or agency for a license or permit to give such notice to such person.  Any action or meeting which shall be taken or held without notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given.  In the event that the action taken by the Corporation is such as to require the filing of a certificate under any provision of the Colorado Business Corporation Act, the certificate shall state, if such is the fact and if notice is required, that notice was given to all persons entitled to receive notice except such persons with whom communication is unlawful.

ARTICLE XI

AMENDMENTS

Except as otherwise provided in Section 9.9 of these Bylaws, these Bylaws may be repealed, altered or amended or new Bylaws adopted at any meeting of the shareholders, either annual or special, by the affirmative vote of a majority of the stock entitled to vote at such meeting, unless a larger vote is required by these Bylaws or the Articles.  Except as otherwise provided in Section 9.9 of these Bylaws, the Board shall also have the authority to repeal, alter or amend these Bylaws or adopt new Bylaws (including, without limitation, the amendment of any Bylaws setting forth the number of directors who shall constitute the entire Board) by unanimous written consent or at any annual, regular, or special meeting by the affirmative vote of a majority of the whole number of directors, subject to the power of the shareholders to change or repeal such Bylaws.

ARTICLE XII

FORUM FOR DERIVATIVE ACTIONS

Except for: (a) actions in which the Trial Court in the State of Colorado concludes that an indispensable party is not subject to the jurisdiction of the Colorado courts, and (b) actions in which a federal court has assumed exclusive jurisdiction of a proceeding, any derivative action brought by or on behalf of the Corporation, and any direct action brought by a shareholder against the Corporation or any of its directors or officers, alleging a violation of the Colorado Business Corporation Act, the Articles or these Bylaws or breach of fiduciary duties or other violation of Colorado decisional law relating to the internal affairs of the Corporation, shall be brought in the Trial Court in the State of Colorado, which shall be the sole and exclusive forum for such proceedings; provided, however, that the Corporation may consent to an alternative forum for any such proceedings upon the approval of the Board.

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CERTIFICATE OF SECRETARY

The undersigned, Secretary of Holiday Acquisition Company, Inc., a Colorado corporation, hereby certifies that the foregoing is a full, true and correct copy of the Bylaws of said corporation, with all amendments to date of this Certificate.

WITNESS the signature of the undersigned this 31st day of March, 2011.

/s/ Todd Zimmerman

Todd Zimmerman, Secretary

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EX-3.133

Exhibit 3.133

STATE OF HAWAII

DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS

Business Registration Division

335 Merchant Street

Mailing Address: P.O. Box 40, Honolulu, Hawaii 96810

Phone No. (808) 586-2727

ARTICLES OF AMENDMENT

(Section 414-286, Hawaii Revised Statutes)

PLEASE TYPE OR PRINT LEGIBLY IN BLACK INK

The undersigned. duly authorized officers of the corporation submitting these Articles of Amendment, certify as follows:

1.The name of the corporation is:

INTERNATIONAL LIFE SUPPORT, INC.

2.The amendment(s) adopted is attached.

3.The total number of shares outstanding is: 13,217

4.The amendment(s) was adopted (check one):

o at a meeting, complete the following:

(Month     Day     Year)

Class/Series Total Number of Votes
Entitled to be Cast Number of Votes Cast
for Amendment Number of Votes Cast
Against Amendment

OR

x by written consent dated September 21, 2011 which all of the shareholders signed.

(Month     Day     Year)

5. If the amendment(s) provides for any exchange, reclassification, or cancellation of issued shares, provisions necessary to effect the exchange reclassification, or cancellation, if any, have been made.

The undersigned certifies under the penalties of Section 414-20, Hawaii Revised Statutes, that the undersigned has read the above statements, I/we are authorized to make this change, and that the statements are true and correct.

Signed this 22nd day of September, 2011.

Attachment to Articles of Amendment of International Life Support, Inc.

Section 1 of Article V of the Company’s Articles of Association is amended in its entirety to read as follows:

The Corporation shall have the officers identified in the Corporation’s Bylaws or appointed by the Board of Directors from time to time in accordance with the By-Laws. The Company’s Bylaws or the Board of Directors shall delegate to one of the officers of the Corporation responsibility for preparation and custody of minutes of directors’ and shareholders’ meetings for authenticating records of the Corporation.

Section 2 of Article V of the Company’s Articles of Association is amended in its entirety to read as follows:

The Board of Directors of the Corporation shall consist of one or more individuals, with the number fixed from time to time in accordance with the Corporation’s Bylaws.

2

STATE OF HAWAII

DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS

Business Registration Division

335 Merchant Street

Mailing Address; P.O. Box 40, Honolulu, Hawaii 96810

Phone No. (808) 586-2727

STATEMENT OF CHANGE OF REGISTERED AGENT’S BUSINESS ADDRESS
(Section 414-52, 414-438, 414D-72,414D-276. 425-19, 425E-115, 428-108 Hawaii Revised Statutes)

PLEASE TYPE OR PRINT LEGIBLLY IN BLACK INK

The undersigned registered agent certifies as follows:

1.Please check one:

x Profit Corporation (F/$25/B15)	o Nonprofit Corporation (F/$10/B15)	o General Partnership (F/$10/B33)	o Limited Liability Partnership (F/$25/L34)
o Limited Partnership (F/$10/B34)	o Limited Liability Limited Partnership (F/$10/B34)		o Limited Liability Company (F/$25/L14)

2.The name and state/country of incorporation/formation or organization of the entity is:

INTERNATIONAL LIFE SUPPORT, INC.	Hawaii
(Type/Print Entity Name)	(State or Country)

3.My business address has been changed:

From:    Pauahi Tower, 1001 Bishop St Ste 1600, Honolulu, HI 96813

To:        1003 Bishop Street, Suite 1600, Pauahi Tower, Honolulu, HI 96813

4.The address of the entity’s registered office and my business address is identical.

5.The entity has bean notified of this change.

I certify under the penalties of Section 414-20, 414D-12, 425-13, 425-172, 425E-208 and 428-1302, Hawaii Revised Statutes, as applicable, that I have read the above statements and that the same are true and correct.

Signed this 23rd day of June, 2008
CSC Services of Hawaii, Inc.		/s/George A. Massih
(Type/Print Name of Agent)		(if applicable)
		George A. Massih
	Office Held:		Vice President
			(if applicable)

SEE INSTRUCTIONS ON REVERSE SIDE.  The statement must be signed by the registered agent.

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STATE OF HAWAII

DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS

Business Registration Division

335 Merchant Street

Mailing Address: P.O. Box 40, Honolulu, Hawaii 96810

STATEMENT OF CHANGE OF REGISTERED AGENT
(Section 414-52, 414-438, 414D-72,414D-276, 425-19, 425E-115, 428-108 Hawaii Revised Statutes)

PLEASE TYPE OR PRINT LEGIBLLY IN BLACK INK

The undersigned certify as follows:

1.Please check one:

x Profit Corporation (F/$25/B15)	o Nonprofit Corporation (F/$10/B15)	o General Partnership (F/$10/B33)	o Limited Liability Partnership (F/$25/L34)
o Limited Partnership (F/$10/B34)	o Limited Liability Limited Partnership (F/$10/B34)		o Limited Liability Company (F/$25/L14)

2.The name and state/country of incorporation/formation or organization of the entity is:
State ID #: 13436 D1

INTERNATIONAL LIFE SUPPORT, INC.	Hawaii
(Type/Print Entity Name)	(State or Country)

3.a.     Name of its current registered agent:

The Corporation Company, Inc.

b.Street address of its current registered office in this State:

1000 Bishop Street, Honolulu, Hawaii 96813

4.Name of its registered agent after the change is:

CSC Services of Hawaii, Inc.	Hawaii
(Type/Print Name of Agent)	(State or Country, if
	Agent is an Entity)

5.Street address (including number, street, city, state, and zip code) of its registered office in this State after the change is:

1001 Bishop Street, Suite 1600, Pauahi Tower, Honolulu, HI 96813

6.The address of its registered office and the business address of its registered agent is identical.

I certify under the penalties of Section 414-20, 414D-12, 425-13, 425-172, 425E-208 and 428-1302, Hawaii Revised Statutes, as applicable, that I/we have read the above statements and that the same are true and correct.

Signed this 10th day of February, 2006

	Randy Owen, Chief Financial Officer & VP
(Type/Print Name & Title)	(Type/Print Name & Title)
	/s/Randy Owen
(Signature of Officer)	(Signature of Officer)

SEE INSTRUCTIONS ON REVERSE SIDE.

STATE OF HAWAII

DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS

Business Registration Division

1010 Richards Street

Mailing Address: P.O. Box 40, Honolulu, Hawaii 96810

ARTICLES OF MERGER

(Subsidiary into Parent)

(Section 415-75, Hawaii Revised Statutes)

PLEASE TYPE OR PRINT LEGIBLY IN BLACK INK

The undersigned, duly authorized officers of the corporation submitting these Articles of Merger, certify as follows:

1.The name and state of incorporation of the parent or surviving corporation is:

INTERNATIONAL LIFE SUPPORT, INC.	Hawaii
(Type/Print Corporate Name)	(State)

2.The name and state of incorporation of the merging or subsidiary corporation is:

American Ambulance Service, Inc.	Hawaii
(Type/Print Corporate Name)	(State)

3.The surviving corporation owns at least 90% of the issued and outstanding shares of the merging corporation.

4.The Plan of Merger is attached.

5.A copy of the Plan of Merger was mailed to all of the shareholders of the subsidiary corporation on

n/a

(Month Day Year)

6.

		Number of Outstanding
		Shares of the Subsidiary,
Number of Outstanding Shares		owned by the Parent
of the Subsidiary Corporation	Class/Series	Corporation
2,400	common	2,400

7.The merger is effective on the date and time of filing or at a later date and time, no more than 30 days after the filing, if so stated. Check only one of the following statements:

oMerger is effective on the date and time of filing.

xMerger is effective on August 31, 1999, at 11:59 p.m., Hawaiian Standard Time, which date is not later than 30 days after filing.

We certify under the penalties of Section 415-136, Hawaii Revised Statutes, that we have read the above statements and that the same are true and correct.

Witness our hands this 25 day of August, 1999.

Parent or Surviving corporation:	INTERNATIONAL LIFE SUPPORT, INC.
	(Type/Print Corporate Name)

Joshua T. Gaines,	Gino Porazzo,
Vice President & Asst Secretary	Vice President & Asst Secretary
(Type/Print Name & Title)	(Type/Print Name & Title)
/s/ Joshua T. Gaines	/s/ Gino Porazzo
(Signature of Officer)	(Signature of Officer)

(See Reverse Side For Instructions)

PLAN OF MERGER

THIS PLAN OF MERGER sets forth the plan whereby AMERICAN AMBULANCE SERVICE, INC. (the “Subsidiary Corporation”) is to be merged with and into INTERNATIONAL LIFE SUPPORT, INC. (the “Parent Corporation”), with the Parent Corporation to be the surviving corporation.

(1) The name of the Subsidiary Corporation is AMERICAN AMBULANCE SERVICE, INC., and its jurisdiction of incorporation is the State of Hawaii. The name of the Parent Corporation, which owns one hundred percent (100%) of the shares of the Subsidiary Corporation, is INTERNATIONAL LIFE SUPPORT, INC., and its jurisdiction of incorporation is the State of Hawaii. The Parent Corporation is hereinafter also designated as the “Surviving Corporation.”

(2) The Subsidiary Corporation will be merged with and into the Parent Corporation, and, in the merger, all shares of the Subsidiary Corporation will be cancelled.

(3) The articles of incorporation and bylaws of the Parent Corporation will be the articles of incorporation and bylaws of the Surviving Corporation, without change; and the directors and officers of the Parent Corporation will be the directors and officers of the Surviving Corporation.

(4) The effective date of the merger shall be August 31, 1999.

STATE OF HAWAII

DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS

Business Registration Division

1010 Richards Street

Mailing Address: P.O. Box 40, Honolulu, Hawaii 96810

ARTICLES OF MERGER

(Section 415-75, Hawaii Revised Statutes)

PLEASE TYPE OR PRINT LEGIBLY IN BLACK INK

The undersigned, duly authorized officers of the corporation submitting these Articles of Merger, certify as follows:

1.The name and state of incorporation of the corporations proposing to merge are:

International Life Support, Inc.	Hawaii
(Type/Print Corporate Name)	(State)

American Medical Response West, Inc.	Colorado
(Type/Print Corporate Name)	(State)

2.The name and state of incorporation of the surviving corporation is:

International Life Support, Inc.	Hawaii
(Type/Print Corporate Name)	(State)

3.The Plan of Merger is attached.

4.Vote of the shareholders of the surviving corporation:

Number of Shares Outstanding

13,217

Class/Series

Common $1.00 par

Number of Shares Voting For the Merger

13,217

Number of Shares Voting Against the Merger

0

5.Vote of the shareholders of the merging corporation:

Number of Shares Outstanding

100

Class/Series

Common $.01 par

Number of Shares Voting For the Merger

100

Number of Shares Voting Against the Merger

0

6. The merger is effective on the date and time of filing or at a later date and time, no more than 30 days after the filing, if so stated. Check only one of the following statements.

x   Merger is effective on the date and time of filing.

o    Merger is effective on           , at           , Hawaiian Standard Time, which date is not later than 30 days after filing.

We certify under the penalties of Section 415-136, Hawaii Revised Statutes, that we have read the above statements and that they are true and correct.

Witness our hands this 23 day of June, 1997.

Surviving corporation:	International Life Support, Inc.
	(Type/Print Corporate Name)

Jack H. Gould, President
(Type/Print Name & Title)
/s/ Jack H. Gould, Pres
(Signature of Officer)
Karen H. Gould, Secretary & Treasurer
(Type/Print Name & Title)
/s/ Karen H. Gould, Sec-TR
(Signature of Officer)
Merging corporation:	American Medical Response West, Inc.
	(Type/Print Corporate Name)
Joshua T. Gaines, Vice President
(Type/Print Name & Title)
/s/ Jack T Gaines
(Signature of Officer)
David C. Colby, Vice President
(Type/Print Name & Title)
/s/ David C. Colby
(Signature of Officer)

(See Reverse Side for Instructions)

PLAN OF MERGER adopted by resolution of the Board of Directors of American Medical Response West, Inc., a business corporation organized under the laws of the State of Colorado, on June 23, 1997, and adopted on June 20, 1997 by resolution of the Board of Directors of International Life Support, Inc., a business corporation organized under the laws of the State of Hawaii. The names of the corporations planning to merge are American Medical Response West, Inc., a business corporation organized under the laws of the State of Colorado, and International Life Support, Inc., a business corporation organized under the laws of the State of Hawaii. The name of the surviving corporation to which American Medical Response West, Inc. plans to merge is International Life Support, Inc.

1. American Medical Response West, Inc. and International Life Support, Inc., shall, pursuant to the provisions of the State of Colorado and the provisions of the Hawaii Business Corporation Act, be merged with and into a single corporation, to wit, International Life Support, Inc., which shall be the surviving corporation at the effective time and date of the merger and which is sometimes hereinafter referred to as the “surviving corporation”, and which shall continue to exist as said surviving corporation under its present name pursuant to the provisions of the Hawaii Business Corporation Act. The separate existence of American Medical Response West, Inc., which is sometimes hereinafter referred to as the “non-surviving corporation”, shall cease at the effective time and date of the merger in accordance with the laws of the jurisdiction of its organization.

2. The Articles of Incorporation of the surviving corporation at the effective time and date of the merger shall be the Articles of Incorporation of said surviving corporation; and said Articles of Incorporation shall continue in full force and effect until amended and changed in the manner prescribed by the provisions of the Hawaii Business Corporation Act.

3. The present by-laws of the surviving corporation will be the by-laws of said surviving corporation and will continue in full force and effect until changed, altered, or amended as therein provided and in the manner prescribed by the provisions of the laws of the Hawaii Business Corporation Act.

4. The directors and officers in office of the surviving corporation at the effective date of the merger shall be the members of the first Board of Directors and the first officers of the surviving corporation, all of whom shall hold their directorships and offices until the election and qualification of their respective successors or until their tenure is otherwise terminated in accordance with the by-laws of the surviving corporation.

5. Each issued share of the non-surviving corporation immediately prior to the effective date of the merger shall, at the effective time and date of the merger, be converted into one share of the surviving corporation. Each issued share of common stock of International Life Support, Inc. outstanding immediately prior to the Effective Time will be converted, at the effective time and date of the merger, into the right to receive the quotient of the merger consideration divided by the number of shares of common stock of International Life Support, Inc. outstanding at that time. The total merger consideration ($x) will be divided by all of the shares of International Life Support, Inc. outstanding immediately prior to the merger (y). Each share entitles its holder to receive value equal to $x/y.

6. The merger of the non-surviving corporation with and into the surviving corporation shall be in the manner prescribed by the laws of the jurisdiction of organization of the non-surviving corporation, and the Plan of Merger herein made and approved shall be submitted to the shareholders of the non-surviving corporation, and the Plan of Merger herein made and approved shall be submitted to the shareholders of the surviving corporation for their approval or rejection in the manner prescribed by the provisions of the Hawaii Business Corporation Act.

7. In the event that the merger of the non-surviving corporation with and into the surviving corporation shall have been duly authorized in compliance with the laws of the jurisdiction of organization of the non-surviving corporation, and in the event that the Plan of Merger shall have been approved by the shareholders entitled to vote of the surviving corporation in the manner prescribed by the provisions of the Hawaii Business Corporation Act, the non-surviving corporation and the surviving corporation hereby stipulate that they will cause to be executed and filed and/or recorded any document or documents prescribed by the laws of the State of Colorado and of the State of Hawaii, and that they will cause to be performed by all necessary acts therein and elsewhere to effectuate the merger.

8. The Board of Directors and the proper officers of the non-surviving corporation and of the surviving corporation, respectively, are hereby authorized, empowered, and directed to do any and all acts and things, and to make, execute, deliver, file, and/or record any and all instruments, papers, and documents which shall be or become necessary, proper, or convenient to carry out or put into effect any of the provisions of this Plan of Merger or of the merger herein provided for.

STATE OF HAWAII

DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS

Business Registration Division

1010 Richards Street

Mailing Address: P.O. Box 40, Honolulu, Hawaii 96810

ARTICLES OF AMENDMENT

(Section 415-61, Hawaii Revised Statutes)

The undersigned. duly authorized officers of the corporation submitting these Articles of Amendment, certify as follows:

1.The name of the corporation is:

International Life Support, Inc.

2.The Amendment(s) adopted are attached to these Articles of Amendment.

3.The total number of shares outstanding is: 11,500

4.If adoption of the amendment(s) was at a meeting, complete the following:

The meeting of the shareholders was held on	9	2	88
	(Month	Day	Year)

Class/Series

Common

Number Voting For Amendment

11,500

Number Voting Against Amendment

- - 0 -

5.If adoption of the amendment(s) was by unanimous consent, complete the following: By written consent dated

N/A,

(Month     Day     Year)

the shareholders unanimously adopted the amendment(s).

6. If the amendment(s) provides for any exchange, reclassification, or cancellation of issued shares, attach a statement describing the manner in which the exchange, reclassification, or cancellation shall be effected. N/A

7. If amendment(s) effects a change in the amount of the stated capital, give the amount of the stated capital as changed: N/A

We certify under the penalties of Section 415-136, Hawaii Revised Statutes, that we have read the above statements, and that the same are true and correct.

Witness our hands this 2 day of September, 1988.

Jack Gould, President

(Type/Print Name & Title)

/s/ Jack H. Gould, Pres

(Signature of Officer)

Karen H. Gould, Secretary

(Type/Print Name & Title)

/s/ Karen H. Gould, Secretary

(Signature of Officer)

(See Reverse Side For Instructions)

STATE OF HAWAII

DEPARTMENT OF REGULATORY AGENCIES

Business Registration Division

1010 Richards Street

Mailing Address: P.O. Box 40, Honolulu, Hawaii 96810

In the Matter of the Amendment of the Articles of Incorporation of PHYSICIAN’S AMBULANCE SERVICE, INC.

CERTIFICATE OF AMENDMENT

The undersigned duly authorized officers of Physician’s Ambulance Service, Inc., a Hawaii corporation, do hereby certify as follows:

(line out inapplicable statement)

B. That all of the stockholders of the corporation entitled to vote have consented in writing, in lieu of a meeting, to amend the Articles of Incorporation by deleting the name “Physician’s Ambulance Service, Inc.” wherever it appears in the Articles of Incorporation, and inserting in lieu thereof the name “International Life Support, Inc.”.

IN WITNESS WHEREOF, the undersigned have hereunto set their hands this 25 day of July, 1979.

/s/ Jack H. Gould, President

Office Held:

/s/ Karen H. Gould, Secretary

Office Held:

STATE OF HAWAII	)
	) ss.
City & County of Honolulu	)

JACK H. GOULD and KAREN H. GOULD being first duly sworn on oath depose and say that they are the President and Secretary, respectively, of Physician’s Ambulance Service, Inc.; that as such officers they are duly authorized to sign the foregoing Certificate of Amendment; and that they have read the said Certificate, know the contents thereof, and that the same are true.

/s/ Jack H. Gould, President

Office Held:

/s/ Karen H. Gould, Secretary

Office Held:

Subscribed and sworn to before me this 25 day of July, 1979.

/s/ X

Notary Public First Judicial Circuit

State of Hawaii

My Commission expires: 2/1/81

(See reverse side for instructions)

STATE OF HAWAII

DEPARTMENT OF REGULATORY AGENCIES

Business Registration Division

1010 Richards Street

Mailing Address: P.O. Box 40, Honolulu, Hawaii

In the matter of the increase of the authorized capital stock of PHYSICIAN’S AMBULANCE SERVICE, INC.

CERTIFICATE RE INCREASE OF AUTHORIZED CAPITAL STOCK

The undersigned LAWRENCE R. WALTER and LYNN M. WALTER duly authorized officers of PHYSICIAN’S AMBULANCE SERVICE, INC., a Hawaii corporation, being first duly sworn under oath, depose and affirm as follows:

That a meeting of the stockholders of the said corporation was duly called for the purpose of increasing the authorized capital stock, and was held at 1834 Nuuanu Avenue on the 10th day of December, 1970;

That at said meeting 3300 shares of the common stock out of a total of 3300 shares outstanding and entitled to vote for such purpose were represented, and 0 shares of the preferred stock out of a total of 0 shares outstanding and entitled to vote for such purpose were represented;

That it was voted by 3300 shares of the common stock and by 0 shares of the preferred stock to increase the capital stock of said corporation from $3,300.00 to $30,000.00 common by authorizing the issuance of 26,700 new shares of the par value of $1.00 each, and/or from $0 to $0 preferred by authorizing the issuance of 0 new shares of the par value of $0 each.

And in compliance with the requirements of law, the aforesaid officers further depose and affirm:

That the present authorized capital stock of said corporation is $3300.00 common and $0 preferred;

That the amount to which the capital stock of said corporation may be increased under its articles of association or charter is $200,000.00 common and/or preferred, being $200,000.00 in the aggregate;

That at least ten (10) percent of the total authorized capital stock as increased has been paid in., in cash or property.

(It must be stated above that not less than ten per cent of the total authorized capital stock as increased has been paid in, in cash or property, or that the corporation holds cash or property of a value equal to ten per cent of the total authorized capital stock as increased.)

Subscribed and sworn to before me this 11 day of December, 1970.

/s/ X

Notary Public, First Judicial Circuit,

State of Hawaii

/s/ Lawrence R. Walter President

Office held:

/s/ Lynn M. Walter Vice-President

Office held:

(Instructions on reverse side)

SUPPLEMENTAL AFFIDAVIT OF OFFICERS

STATE OF HAWAII	)
	)
CITY AND COUNTY OF HONOLULU	)

LAWRENCE R. WALTER and LEWELLYN J. WALTER, each being severally and duly sworn, depose and say: That they are the President and Secretary-Treasurer respectively of PHYSICIAN’S AMBULANCE SERVICE, INC.; that the amount of the authorized capital stock of said corporation is the sum of Three Thousand Three Hundred Dollars ($3,300.00); that Three Thousand Three Hundred (3,300) shares is the number of authorized shares of said corporation; that the par value of such shares is One Dollar ($1.00) each; that the names of the subscribers for shares, the number of shares subscribed for by each subscriber, the subscription price in cash and other personal property for the shares subscribed for by each subscriber, the amount of the capital paid in cash and other personal property by each subscriber and a summary description of the personal property other than cash to be acquired by the corporation in return for stock are as follows:

						AMOUNT OF CAPITAL
		SUBSCRIPTION PRICE FOR				PAID IN CASH AND
		THE SHARES SUBSCRIBED				PERSONAL PROPERTY
	NUMBER OF	FOR BY EACH				OTHER THAN CASH BY
	SHARES	SUBSCRIBER IN				EACH SUBSCRIBER
	SUBSCRIBED FOR			OTHER				OTHER
	BY EACH			PERSONAL				PERSONAL
NAMES OF SUBSCRIBERS	SUBSCRIBER	CASH		PROPERTY		CASH		PROPERTY
Lawrence R. Walter	625	$	142.00	$	483.00	$	142.00	$	117.00
Melvin R. Walter	500	114.00		386.00		114.00		93.00
Eloise C. Walter as custodian for Lynn M. Walter	500	114.00		386.00		114.00		93.00
Richard D. Giles	375	85.00		290.00		85.00		70.00
Lewellyn J. Walter	500	114.00		386.00		114.00		93.00

STATE OF HAWAII

DEPARTMENT OF REGULATORY AGENCIES

Business Registration Division

Honolulu

Articles of Association

of

PHYSICIAN’S AMBULANCE SERVICE, INC.

Know All Men By These Presents:

That the undersigned do hereby mutually agree upon and enter into the following Articles of Association:

Article I

The name of the Corporation shall be PHYSICIAN’S AMBULANCE SERVICE, INC.

Article II

The place of the principal office of the Corporation shall be in the City and County of Honolulu, State of Hawaii. Upon its incorporation, the address of the Corporation will be 1519 Nuuanu Avenue, #31, Honolulu, Hawaii.

Article III

Section 1. The purposes for which this Corporation is organized are the following:

(a) To operate and maintain a hearse and ambulance service.

(b) To undertake and carry on any business, investment, transaction, venture or enterprise which may be lawfully undertaken or carried on by a corporation and any business whatsoever which may seem to the Corporation convenient or suitable to be undertaken whereby it may directly or indirectly promote any of its general purposes or interests or render more valuable or profitable any of its property, rights, interests, or enterprises; and, for any of the purposes mentioned in these Articles, to acquire by purchase, lease or otherwise, the property, rights, franchises, assets, business and goodwill of any person, firm, association, partnership or corporation engaged in or authorized to conduct any business or undertaking which may be carried on by this Corporation or possessed of any property suitable or useful for any of its own purposes, and carry on the same, and undertake all or any part of the obligations and liabilities in connection therewith, on such terms and conditions and for such consideration as may be agreed upon, and to pay for the same either all or partly in cash, stocks, bonds, debentures, or other forms of assets and securities, either of this Corporation or otherwise; and to effect any such acquisition or carry on any business authorized by these Articles of Association, either by directly engaging therein, or indirectly by acquiring the shares, stocks, or other securities of such other business or entity, and holding and voting the same and otherwise exercising and enjoying the rights and advantages incident thereto.

Section 2. And in furtherance of said purposes, the Corporation shall have all powers, rights, privileges and immunities, and shall be subject to all of the liabilities conferred or imposed by law upon corporations of this nature, and shall be subject to and have all of the benefits of all general laws with respect to corporations and shall also have the following additional powers;

(a) To borrow money or otherwise incur indebtedness with or without security and to secure any indebtedness by deed of trust, mortgage, pledge, hypothecation or other lien upon all or any part of the real or personal property of the Corporation and to execute bonds, promissory notes, bills of exchange, debentures or other obligations or evidences of indebtedness of all kinds, whether secured or unsecured, and to owe debts in an amount which may at any time be in excess of its capital stock;

(b) To purchase on commission or otherwise, subscribe for, hold, own, sell on commission or otherwise, or otherwise acquire or dispose of and generally to deal in stocks, scrips, bonds, notes, debentures, commercial papers, obligations and securities, including, so far as permitted by law, its own issued shares of capital stock or other securities, and also any other securities, or evidences of indebtedness whatsoever, or any interest therein, and while the owner of the same to exercise all the rights, powers and privileges of ownership;

(c) To draw, make, accept, endorse, assign, discount, execute and issue all such bills of exchange, bills of lading, promissory notes, warrants and other instruments to be assignable, negotiable or transferable by delivery or to order, or otherwise, as the business of the Corporation shall require;

(d) To lend and advance money or to give credit, with or without security, to such persons, firms, or corporations, and on such terms as may be thought fit; and if with security, then upon mortgages, deeds of trust, pledges or other hypothecations of interest therein or thereto;

(e) To enter into partnership contracts (as a general partner or as a limited partner) with any other person or persons (natural or corporate), to enter into agreements of joint venture with any such natural or corporate person or persons, and to enter into and perform contracts, undertakings and obligations of every kind and character to the same extent as if this Corporation were a natural person; and

(f) To become surety for or guarantee any dividends, bonds, stocks, contracts, debts, or other obligations, or undertakings of any other person, firm or corporation, and to convey, transfer or assign, by way of pledge or mortgage, all or any of the Corporation’s property or rights, both present and future, to secure the debts or obligations, present and future, of such persons, firms or corporations, and on such terms and conditions as the Corporation may determine.

Article IV

The authorized capital stock of the Corporation shall be THREE THOUSAND THREE HUNDRED DOLLARS ($3,300.00), divided into THREE THOUSAND THREE HUNDRED (3,300) shares of common stock of the par value of ONE DOLLAR ($1.00) a share. The Corporation shall have the privilege of subsequent extension of its capital stock from time to time in the manner provided by law by the issuance of either common or preferred stock to an

amount not exceeding TWO HUNDRED THOUSAND DOLLARS ($200,000.00) in the aggregate.

Article V

Section 1. The officers of the Corporation shall be a president, one or more vice presidents, a secretary and a treasurer, who shall be elected or appointed by the Board of Directors as shall be prescribed by the By-Laws.

Section 2. There shall be a Board of Directors of not less than three (3) members, who need not be Stockholders, except as may otherwise be provided by the By-Laws.

Section 3. All the powers and authority of the Corporation shall be vested in and may be exercised by the Board of Directors except as otherwise provided by law, these Articles of Association or the By-Laws of the Corporation.

Article VI

The following persons are the first officers and directors of the Corporation:

Name and Office	Mailing Address
Lawrence R. Walter, President &	1519 Nuuanu Avenue, #31,
Director	Honolulu, Hawaii
Melvin R. Walter,	589 Uluhaku Street, Kailua,
Director & Chairman of the Board	Hawaii
Lynn M. Walter,	1519 Nuuanu Avenue, #31,
1st Vice President & Director	Honolulu, Hawaii
Richard D. Giles,	1327 Nuuanu Avenue, #103,
2nd Vice President & Director	Honolulu, Hawaii
Lewellyn J. Walter,	1519 Nuuanu Avenue, #31,
Secretary-Treasurer & Director	Honolulu, Hawaii

Article VII

The Corporation shall have succession by its corporate name in perpetuity.

Article VIII

No Stockholder shall be liable for the debts of the Corporation beyond the amount which may be due or unpaid upon any share or shares of stock of the Corporation owned by him.

IN WITNESS WHEREOF, the parties to these Articles of Association have hereunto set their hands on the 28 day of September, 1965.

/s/ Lawrence R. Walter

LAWRENCE R. WALTER, President & Director

/s/ Melvin R. Walter

MELVIN R. WALTER, Director & Chairman of the Board

/s/ Lynn M. Walter

LYNN M. WALTER, 1st Vice President & Director

/s/ Richard D. Giles

RICHARD D. GILES, 2nd Vice President & Director

/s/ Lewellyn J. Walter

LEWELLYN J. WALTER, Secretary-Treasurer & Director

STATE OF HAWAII	)
	) SS.
CITY AND COUNTY OF HONOLULU	)

On this 28 day of September, 1965, before me personally appeared LAWRENCE R. WALTER, LYNN M. WALTER, RICHARD D. GILES and LWELLYN J. WALTER, to me known to be the persons described in and who executed the foregoing instrument, and acknowledged that they exacted the same as their free act and deed.

/s/ X

Notary Public, First Judicial Circuit,

State of Hawaii

My commission expires March 22, 1968

STATE OF HAWAII	)
	) SS.
CITY AND COUNTY OF HONOLULU	)

On this 28 day of September, 1965, before me personally appeared MELVIN R. WALTER, to me known to be the person described in and who executed the foregoing instrument, and acknowledged that he executed the same as his free act and deed.

/s/ X

Notary Public, First Judicial Circuit,

State of Hawaii

My commission expires 11-15-67

AFFIDAVIT OF OFFICERS

STATE OF HAWAII	)
	)
CITY AND COUNTY OF HONOLULU	)

LAWRENCE R. WALTER and LEWELLYN J. WALTER, each being severally and duly sworn, depose and say: That they are the President and Secretary-Treasurer respectively of PHYSICIAN’S AMBULANCE SERVICE, INC.; that the amount of the authorized capital stock of said corporation is the sum of Three Thousand Three Hundred Dollars ($3,300.00); that Three Thousand Three Hundred (3,300) shares is the number of authorized shares of said corporation; that the par value of such shares is One Dollar ($1.00) each; that the names of the subscribers for shares, the number of shares subscribed for by each subscriber, the subscription price in cash and other personal property for the shares subscribed for by each subscriber, the amount of the capital paid in cash and other personal property by each subscriber and a summary description of the personal property other than cash to be acquired by the corporation in return for stock are as follows:

						AMOUNT OF CAPITAL
		SUBSCRIPTION PRICE FOR				PAID IN CASH AND
		THE SHARES SUBSCRIBED				PERSONAL PROPERTY
	NUMBER OF	FOR BY EACH				OTHER THAN CASH BY
	SHARES	SUBSCRIBER IN				EACH SUBSCRIBER
	SUBSCRIBED FOR			OTHER				OTHER
	BY EACH			PERSONAL				PERSONAL
NAMES OF SUBSCRIBERS	SUBSCRIBER	CASH		PROPERTY		CASH		PROPERTY
Lawrence R. Walter	625	$	142.00	$	483.00	$	142.00	$	117.00
Melvin R. Walter	500	114.00		386.00		114.00		93.00
Eloise C. Walter as custodian for Lynn M. Walter	500	114.00		386.00		114.00		93.00
Richard D. Giles	375	85.00		290.00		85.00		70.00
Lewellyn J. Walter	500	114.00		386.00		114.00		93.00

SUMMARY DESCRIPTION OF ASSETS AND BUSINESS

TO BE ACQUIRED BY THE CORPORATION IN RETURN FOR STOCK

The following assets and property are being transferred to PHYSICIAN’S AMBULANCE SERVICE, INC. by WALTER BROS. MORTUARY ACCOMMODATION SERVICE on behalf of the subscribers above mentioned in return for the shares of stock so noted:

Ambulance equipment: one all-level cot, 2 cots, stretcher, linen, first aid supplies, 2 red lights and 2 sirens.

NET VALUATION: $466.00

/s/ Lawrence R. Walter

LAWRENCE R. WALTER, President

/s/ Lewellyn J. Walter

LEWELLYN J. WALTER, Secretary-Treasurer

Subscribed and sworn to before me this 29 day of September, 1965.

/s/ X

Notary Public, First Judicial Circuit,

State of Hawaii

My commission expires 11-15-67

EX-3.134

Exhibit 3.134

BY-LAWS

OF

THE SUBSIDIARIES OF

AMERICAN MEDICAL RESPONSE, INC.

Section 1.  LAW, CERTIFICATE OF INCORPORATION
AND BY-LAWS

1.1.  These by-laws are subject to the certificate of incorporation of the corporation.  In these by-laws, references to law, the certificate of incorporation and by-laws mean the law, the provisions of the certificate of incorporation and the by-laws as from time to time in effect.

Section 2.  STOCKHOLDERS

2.1.  Annual Meeting.  The annual meeting of stockholders shall be held at 10:00 am on the second Tuesday in May in each year, unless that day be a legal holiday at the place where the meeting is to be held, in which case the meeting shall be held at the same hour on the next succeeding day not a legal holiday, or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect a board of directors and transact such other business as may be required by law or these by-laws or as may properly come before the meeting.

2.2.  Special Meetings.  A special meeting of the stockholders may be called at any time by the chairman of the board, if any, the president or the board of directors.  A special meeting of the stockholders shall be called by the secretary, or in the case of the death, absence, incapacity or refusal of the secretary, by an assistant secretary or some other officer, upon application of a majority of the directors.  Any such application shall state the purpose or purposes of the proposed meeting.  Any such call shall state the place, date, hour, and purposes of the meeting.

2.3.  Place of Meeting.  All meetings of the stockholders for the election of directors or for any other purpose shall be held at such place within or without the state of incorporation as may be determined from time to time by the chairman of the board, if any, the president or the board of directors.  Any adjourned session of any meeting of the stockholders shall be held at the place designated in the vote of adjournment.

2.4.  Notice of Meetings.  Except as otherwise provided by law, a written notice of each meeting of stockholders stating the place, day and hour thereof and, in the case of a special meeting, the purposes for which the meeting is called, shall be given not less than ten nor more than sixty days before the meeting, to each stockholder entitled to vote thereat, and to each stockholder who, by law, by the certificate of incorporation or by these by-laws, is entitled to notice, by leaving such notice with him or at his residence or usual place of business, or by depositing it in the United States mail, postage prepaid, and addressed to such stockholder at his address as it appears in the records of the corporation.  Such notice shall be given by the secretary, or by an officer or person designated by the board of directors, or in the case of a special meeting by the officer calling the meeting.  As to any adjourned session of any meeting of stockholders, notice of the adjourned meeting need not be given if the time and place thereof are announced at the meeting at which the adjournment was taken except that if the adjournment is for more than thirty days or if after the adjournment a new record date is set for the adjourned session, notice of any such adjourned session of the meeting shall be given in the manner heretofore described.  No notice

of any meeting of stockholders or any adjourned session thereof need be given to a stockholder if a written waiver of notice, executed before or after the meeting or such adjourned session by such stockholder, is filed with the records of the meeting or if the stockholder attends such meeting without objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at, nor the purpose of, any meeting of the stockholders or any adjourned session thereof need be specified in any written waiver of notice.

2.5.  Quorum of Stockholders.  At any meeting of the stockholders a quorum as to any matter shall consist of a majority of the votes entitled to be cast on the matter, except where a larger quorum is required by law, by the certificate of incorporation or by these by-laws.  Any meeting may be adjourned from time to time by a majority of the votes properly cast upon the question, whether or not a quorum is present.  If a quorum is present at an original meeting, a quorum need not be present at an adjourned session of that meeting.  Shares of its own stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of any corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

2.6.  Action by Vote.  When a quorum is present at any meeting, a plurality of the votes properly cast for election to any office shall elect to such office and a majority of the votes properly cast upon any question other than an election to an office shall decide the question, except when a larger vote is required by law, by the certificate of incorporation or by these by-laws.  No ballot shall be required for any election unless requested by a stockholder present or represented at the meeting and entitled to vote in the election.

2.7.  Action without Meetings.  Unless otherwise provided in the certificate of incorporation, any action required or permitted to be taken by stockholders for or in connection with any corporate action may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in the state of incorporation by hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded.  No written consent shall be effective to take the corporate action referred to therein unless written consents signed by a number of stockholders sufficient to take such action are delivered to the corporation in the manner specified in this paragraph within sixty days of the earliest dated consent so delivered.

If action is taken by consent of stockholders and in accordance with the foregoing, there shall be filed with the records of the meetings of stockholders the writing or writings comprising such consent.

If action is taken by less than unanimous consent of stockholders, prompt notice of the taking of such action without a meeting shall be given to those who have not consented in writing and a certificate signed and attested to by the secretary that such notice was given shall be filed with the records of the meetings of stockholders.

In the event that the action which is consented to is such as would have required the filing of a certificate under any provision of the General Corporation Law of the State of Delaware, if such action had been voted upon by the stockholders at a meeting thereof, the certificate filed under such provision shall state, in lieu of any statement required by such provision concerning a vote of stockholders, that

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written consent has been given under Section 228 of said General Corporation Law and that written notice has been given as provided in such Section 228.

2.8.  Proxy Representation.  Every stockholder may authorize another person or persons to act for him by proxy in all matters in which a stockholder is entitled to participate, whether by waiving notice of any meeting, objecting to or voting or participating at a meeting, or expressing consent or dissent without a meeting.  Every proxy must be signed by the stockholder or by his attorney-in-fact.  No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period.  A duly executed proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power.  A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally.  The authorization of a proxy may but need not be limited to specified action, provided, however, that if a proxy limits its authorization to a meeting or meetings of stockholders, unless otherwise specifically provided such proxy shall entitle the holder thereof to vote at any adjourned session but shall not be valid after the final adjournment thereof.

2.9.  Inspectors.  The directors or the person presiding at the meeting may, and shall if required by applicable law, appoint one or more inspectors of election and any substitute inspectors to act at the meeting or any adjournment thereof.  Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability.  The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders.  On request of the person presiding at the meeting, the inspectors shall make a report in writing of any challenge, question or matter determined by them and execute a certificate of any fact found by them.

2.10.  List of Stockholders.  The secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in his name.  The stock ledger shall be the only evidence as to who are stockholders entitled to examine such list or to vote in person or by proxy at such meeting.

Section 3.  BOARD OF DIRECTORS

3.1.  Number.  The corporation shall have one or more directors, the number shall be consistent with applicable law and shall be determined from time to time by vote of a majority of the directors then in office.  No director need be a stockholder.

3.2.  Tenure.  Each director shall hold office until the next annual meeting and until his successor is elected and qualified, or until he sooner dies, resigns, is removed or becomes disqualified.

3.3.  Powers.  The business and affairs of the corporation shall be managed by or under the direction of the board of directors who shall have and may exercise all the powers of the corporation and do all such lawful acts and things as are not by law, the certificate of incorporation or these by-laws directed or required to be exercised or done by the stockholders.

3.4.  Vacancies.  Vacancies and any newly created directorships resulting from any increase in the number of directors may be filled by vote of the holders of the particular class or series of stock entitled to

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elect such director at a meeting called for the purpose, or by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, in each case elected by the particular class or series of stock entitled to elect such directors.  When one or more directors shall resign from the board, effective at a future date, a majority of the directors then in office, including those who have resigned, who were elected by the particular class or series of stock entitled to elect such resigning director or directors shall have power to fill such vacancy or vacancies, the vote or action by writing thereon to take effect when such resignation or resignations shall become effective.  The directors shall have and may exercise all their powers notwithstanding the existence of one or more vacancies in their number, subject to any requirements of law or of the certificate of incorporation or of these by-laws as to the number of directors required for a quorum or for any vote or other actions.

3.5.  Committees.  The board of directors may, by vote of a majority of the whole board, (a) designate, change the membership of or terminate the existence of any committee or committees, each committee to consist of one or more of the directors; (b) designate one or more directors as alternate members of any such committee who may replace any absent or disqualified member at any meeting of the committee; and (c) determine the extent to which each such committee shall have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation, including the power to authorize the seal of the corporation to be affixed to all papers which require it and the power and authority to declare dividends or to authorize the issuance of stock; excepting, however, such powers which by law, by the certificate of incorporation or by these by-laws they are prohibited from so delegating.  In the absence or disqualification of any member of such committee and his alternate, if any, the member or members thereof present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member.  Except as the board of directors may otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by the board or such rules, its business shall be conducted as nearly as may be in the same manner as is provided by these by-laws for the conduct of business by the board of directors.  Each committee shall keep regular minutes of its meetings and report the same to the board of directors upon request.

3.6.  Regular Meetings.  Regular meetings of the board of directors may be held without call or notice at such places within or without the State of Delaware and at such times as the board may from time to time determine, provided that notice of the first regular meeting following any such determination shall be given to absent directors.  A regular meeting of the directors may be held without call or notice immediately after and at the same place as the annual meeting of stockholders.

3.7.  Special Meetings.  Special meetings of the board of directors may be held at any time and at any place within or without the state of incorporation designated in the notice of the meeting, when called by the chairman of the board, if any, the president, or by one-third or more in number of the directors, reasonable notice thereof being given to each director by the secretary or by the chairman of the board, if any, the president or any one of the directors calling the meeting.

3.8.  Notice.  It shall be reasonable and sufficient notice to a director to send notice by mail or overnight courier at least forty-eight hours or by telegram at least twenty-four hours before the meeting addressed to him at his usual or last known business or residence address or to give notice to him in person or by telephone at least twenty-four hours before the meeting.  Notice of a meeting need not be given to any director if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him.  Neither notice of a meeting nor a waiver of a notice need specify the purposes of the meeting.

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3.9.  Quorum.  Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, at any meeting of the directors a majority of the directors then in office shall constitute a quorum; a quorum shall not in any case be less than one-third of the total number of directors constituting the whole board.  Any meeting may be adjourned from time to time by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

3.10.  Action by Vote.  Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, when a quorum is present at any meeting the vote of a majority of the directors present shall be the act of the board of directors.

3.11.  Action Without a Meeting.  Any action required or permitted to be taken at any meeting of the board of directors or a committee thereof may be taken without a meeting if all the members of the board or of such committee, as the case may be, consent thereto in writing, and such writing or writings are filed with the records of the meetings of the board or of such committee.  Such consent shall be treated for all purposes as the act of the board or of such committee, as the case may be.

3.12.  Participation in Meetings by Conference Telephone.  Members of the board of directors, or any committee designated by such board, may participate in a meeting of such board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other or by any other means permitted by law.  Such participation shall constitute presence in person at such meeting.

3.13.  Compensation.  In the discretion of the board of directors, each director may be paid such fees for his services as director and be reimbursed for his reasonable expenses incurred in the performance of his duties as director as the board of directors from time to time may determine.  Nothing contained in this section shall be construed to preclude any director from serving the corporation in any other capacity and receiving reasonable compensation therefor.

3.14.  Interested Directors and Officers.

(a)  No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of the corporation’s directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if:

(1)  The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or

(2)  The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or

(3)  The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the board of directors, a committee thereof, or the stockholders.

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(b)  Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes the contract or transaction.

Section 4.  OFFICERS AND AGENTS

4.1.  Enumeration; Qualification.  The officers of the corporation shall be a president, a treasurer, a secretary and such other officers, if any, as the board of directors from time to time may in its discretion elect or appoint including without limitation a chairman of the board, one or more vice presidents and a controller.  The corporation may also have such agents, if any, as the board of directors from time to time may in its discretion choose.  Any officer may be but none need be a director or stockholder.  Any two or more offices may be held by the same person.  Any officer may be required by the board of directors to secure the faithful performance of his duties to the corporation by giving bond in such amount and with sureties or otherwise as the board of directors may determine.

4.2.  Powers.  Subject to law, to the certificate of incorporation and to the other provisions of these by-laws, each officer shall have, in addition to the duties and powers herein set forth, such duties and powers as are commonly incident to his office and such additional duties and powers as the board of directors may from time to time designate.

4.3.  Election.  The officers may be elected by the board of directors at their first meeting following the annual meeting of the stockholders or at any other time.  At any time or from time to time the directors may delegate to any officer their power to elect or appoint any other officer or any agents.

4.4.  Tenure.  Each officer shall hold office until his respective successor is chosen and qualified unless a shorter period shall have been specified by the terms of his election or appointment, or in each case until he sooner dies, resigns, is removed or becomes disqualified.  Each agent shall retain his authority at the pleasure of the directors, or the officer by whom he was appointed or by the officer who then holds agent appointive power.

4.5.  Chairman of the Board of Directors, President and Vice President.  The chairman of the board, if any, shall have such duties and powers as shall be designated from time to time by the board of directors.  Unless the board of directors otherwise specifies, the chairman of the board, or if there is none the chief executive officer, shall preside, or designate the person who shall preside, at all meetings of the stockholders and of the board of directors.

Unless the board of directors otherwise specifies, the president shall be the chief executive officer and shall have direct charge of all business operations of the corporation and, subject to the control of the directors, shall have general charge and supervision of the business of the corporation.

Any vice presidents shall have such duties and powers as shall be set forth in these by-laws or as shall be designated from time to time by the board of directors or by the president.

4.6.  Treasurer and Assistant Treasurers.  Unless the board of directors otherwise specifies, the treasurer shall be in charge of the corporation’s funds and valuable papers, and shall have such other duties and powers as may be designated from time to time by the board of directors or by the president.  If no controller is elected, the treasurer shall, unless the board of directors otherwise specifies, also have the duties and powers of the controller.  Any assistant treasurers shall have such duties and powers as shall be designated from time to time by the board of directors, the president or the treasurer.

4.7.  Controller and Assistant Controllers.  If a controller is elected, he shall, unless the board of directors otherwise specifies, be in charge of its books of account and accounting records, and of its

6

accounting procedures.  He shall have such other duties and powers as may be designated from time to time by the board of directors, the president or the treasurer.  Any assistant controller shall have such duties and powers as shall be designated from time to time by the board of directors, the president, the treasurer or the controller.

4.8.  Secretary and Assistant Secretaries.  The secretary shall record all proceedings of the stockholders, of the board of directors and of committees of the board of directors in a book or series of books to be kept therefor and shall file therein all actions by written consent of stockholders or directors.  In the absence of the secretary from any meeting, an assistant secretary, or if there be none or he is absent, a temporary secretary chosen at the meeting, shall record the proceedings thereof.  Unless a transfer agent has been appointed the secretary shall keep or cause to be kept the stock and transfer records of the corporation, which shall contain the names and record addresses of all stockholders and the number of shares registered in the name of each stockholder.  He shall have such other duties and powers as may from time to time be designated by the board of directors or the president.  Any assistant secretaries shall have such duties and powers as shall be designated from time to time by the board of directors, the president or the secretary.

Section 5.  RESIGNATIONS AND REMOVALS

5.1.  Any director or officer may resign at any time by delivering his resignation in writing to the chairman of the board, if any, the president, or the secretary or to a meeting of the board of directors.  Such resignation shall be effective upon receipt unless specified to be effective at some other time, and without in either case the necessity of its being accepted unless the resignation shall so state.  A director (including persons elected by stockholders or directors to fill vacancies in the board) may be removed from office with or without cause by the vote of the holders of a majority of the issued and outstanding shares of the particular class or series entitled to vote in the election of such director.  The board of directors may at any time remove any officer either with or without cause.  The board of directors may at any time terminate or modify the authority of any agent.

Section 6.  VACANCIES

6.1.  If the office of the president or the treasurer or the secretary becomes vacant, the directors may elect a successor by vote of a majority of the directors then in office.  If the office of any other officer becomes vacant, any person or body empowered to elect or appoint that officer may choose a successor.  Each such successor shall hold office for the unexpired term, and in the case of the president, the treasurer and the secretary until his successor is chosen and qualified or in each case until he sooner dies, resigns, is removed or becomes disqualified.  Any vacancy of a directorship shall be filled as specified in Section 3.4 of these by-laws.

Section 7.  CAPITAL STOCK

7.1.  Stock Certificates.  Each stockholder shall be entitled to a certificate stating the number and the class and the designation of the series, if any, of the shares held by him, in such form as shall, in conformity to law, the certificate of incorporation and the by-laws, be prescribed from time to time by the board of directors.  Such certificate shall be signed by the chairman or vice chairman of the board, or the president or a vice president and by the treasurer or an assistant treasurer or by the secretary or an assistant secretary.  Any of or all the signatures on the certificate may be a facsimile.  In case an officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the time of its issue.

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7.2.  Loss of Certificates.  In the case of the alleged theft, loss, destruction or mutilation of a certificate of stock, a duplicate certificate may be issued in place thereof, upon such terms, including receipt of a bond sufficient to indemnify the corporation against any claim on account thereof, as the board of directors may prescribe.

Section 8.  TRANSFER OF SHARES OF STOCK

8.1.  Transfer on Books.  Subject to the restrictions, if any, stated or noted on the stock certificate, shares of stock may be transferred on the books of the corporation by the surrender to the corporation or its transfer agent of the certificate therefor properly endorsed or accompanied by a written assignment and power of attorney properly executed, with necessary transfer stamps affixed, and with such proof of the authenticity of signature as the board of directors or the transfer agent of the corporation may reasonably require.  Except as may be otherwise required by law, by the certificate of incorporation or by these by-laws, the corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to receive notice and to vote or to give any consent with respect thereto and to be held liable for such calls and assessments, if any, as may lawfully be made thereon, regardless of any transfer, pledge or other disposition of such stock until the shares have been properly transferred on the books of the corporation.

It shall be the duty of each stockholder to notify the corporation of his post office address.

8.2.  Record Date.  In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting.  If no such record date is fixed by the board of directors, the record date for determining the stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.  A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors.  If no such record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the state of incorporation hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded.  If no record date has been fixed by the board of directors and prior action by the board of directors is required by applicable law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or to exercise any rights in respect of any change,

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conversion or exchange of stock, or for the purpose of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such payment, exercise or other action.  If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

Section 9.  CORPORATE SEAL

9.1.  Subject to alteration by the directors, the seal of the corporation shall consist of a flat-faced circular die with the word “Delaware” and the name of the corporation cut or engraved thereon, together with such other words, dates or images as may be approved from time to time by the directors.

Section 10.  EXECUTION OF PAPERS

10.1.  Except as the board of directors may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts or other obligations made, accepted or endorsed by the corporation shall be signed by the chairman of the board, if any, the president, a vice president or the treasurer.

Section 11.  FISCAL YEAR

11.1.  The fiscal year of the corporation shall end on the 31st of December.

Section 12.  AMENDMENTS

12.1.  These by-laws may be adopted, amended or repealed by vote of a majority of the directors then in office or by vote of a majority of the stock outstanding and entitled to vote.  Any by-law, whether adopted, amended or repealed by the stockholders or directors, may be amended or reinstated by the stockholders or the directors.

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EX-3.135

Exhibit 3.135

ARTICLES OF INCORPORATION

Executed by the undersigned for the purpose of forming a Wisconsin corporation under Chapter 180 of the Wisconsin statutes:

Article 1. The name of the corporation shall be Kutz Ambulance Service, Inc.

Article 2. The period of existence shall be perpetual.

Article 3. The purposes shall be ambulance and hearse service, and any other lawful activity within the purposes for which corporations may be organized under the Wisconsin Business Corporation Law, being Chapter 180 of the Wisconsin Statutes.

Article 4. The number of shares which it shall have authority to issue, itemized by classes, par value of shares, shares without par value, and series, if any, within a class, is:

	Series	Number of	Par value per share or statement
Class	(if any)	Shares	that shares are without par value
A (Convertible)		200	$	100.00 per share

Article 5. The preferences, limitations, designation, and relative rights of each class or series of stock, are as the directors may fix. Directors may fix the variations in rights as to series in any class.

Article 6. Address of initial registered office is Route 4, Krause Avenue, Fort Atkinson, Wisconsin, 53538.

Article 7. Name of initial registered agent at such address is Gerald H. Kutz.

Article 8. (1) The number of directors constituting the board of directors shall be fixed by by-law but shall not be less than three, or

Strike out (1) or (2)/ See Instruction No. 6

Article 9. The names of the initial directors are: Use of Article 9 optional - See Instruction No. 7

Gerald H. Kutz

Vivian Kutz

Ella Kutz

Article 10. The name and address of incorporator (or incorporators) are:

	ADDRESS
NAME	(number, street, city and ZIP Code)
Gerald H. Kutz	Route 4, Kraus Ave, Fort Atkinson, Wis.
Vivan Kutz	Route 4, Kraus Ave, Fort Atkinson, Wis.

Article 11. (Other provisions)

Article 12. These articles may be amended in the manner authorized by law at the time of amendment.

Executed in duplicate on the 15 day of February 1968

/s/ Gerald H. Kutz

Gerald H. Kutz

/s/ Vivan Kutz

Vivian Kutz

State of Wisconsin	)
	) ss.
County of Jefferson	)

Personally came before me this 15 day of February A.D. 1968 the above named Gerald H. Kutz and Vivian Kutz to me known to be the persons who executed the foregoing instrument, and acknowledged the same.

/s/ Robert M. Bell

Robert M. Bell Notary Public

(Notarial Seal.)
	My Commission is Permanent

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Filed by:                                       

ARTICLES

of

INCORPORATION

7. Section 180.32 (1) also provides that the initial hoard of directors may be named in the articles of incorporation; and if you do this, you should also list the names in article 9. If you do not name the initial board, strike out article 9.

8. The number of incorporators is unlimited; there may be only one or there may be as many as desired.

9. Article 11 is provided as a place in which to insert any desired material such as restricting preemptive rights, stock-transfer restrictions, quorum provisions, etc.

10. Articles must be executed and sent to the Secretary of State, Madison 53702 in duplicate original - one to be filed in his office, and one which will be certified and returned and which must be recorded in the office of the register of deeds of the county wherein the registered office is located. Corporate existence will commence when articles are left for record with the register of deeds.

11. FEES. If stock is $40,000 or less, $40. If the stock is more than $40,000, the fee is $1 per $1,000. For stock of no par value, 2000 shares or less, $40; more than 2000 shares, 2 cent(s) per share. If stock of par value and stock of no par value, $1 per $1,000 on the par value stock plus 2 cent(s) per share on the no par stock; minimum fee, $40.

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Sec. 1 S0.1006	State of Wisconsin
Wis. Stats.	Department of Financial Institutions

ARTICLES OF AMENDMENT - STOCK, FOR-PROFIT CORPORATION

A. The present corporate name (prior to any change effected by this amendment) is: Kutz Ambulance Service, Inc.

Text of Amendment (Refer to the existing articles of incorporation and the instructions on the reverse of this form. Determine those items to be changed and set forth the number identifying the paragraph in the articles of incorporation being changed and how the amended paragraph is to read.)

RESOLVED, THAT the articles of incorporation be amended as follows:

Resolved, that Article Eight of the Articles of Incorporation be amended to read: “The Corporation shall have one (1) director”.

FILING FEE - $40.00, or more SEE instructions, suggestions and procedures on following pages.

DFI/CORP/4(R5/99) Use of this form is voluntary.

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B. Amendment(s) adopted on November 2, 2000

(In dicate the method of adoption by checking x the appropriate choice below.)

o In accordance with sec. 180.1002, Wis. Stats. (By the Board of Directors)

OR

x In accordance with sec. 180.1003, Wis. Stats (By the Board of Directors and Shareholders)

OR

o In accordance with sec. 180.1005, Wis. Stats. (By Incorporators or Board of Directors, before issuance of shares)

C. Executed on November 2, 2000	/s/ Gino Porazzo
(Date)	(Signature)

Title: o President o Secretary	Gino Porazzo
or other officer title Vice President	(Printed Name)

This document was drafted by                   document not executed in Wisconsin.

(Name the individual who drafted the document)

INSTRUCTIONS (Ref. sec. 180.1006 Wis. Stats. for document content)

Submit one original and one exact copy to Dept. of Financial Institutions, P. O. Box 7846, Madison, WI, 53707-7846, together with a FILING FEE OF $40.00 or more, payable to the department. (If sent by Express or Priority U.S. mail, address to 345 W. Washington Ave., 3rd Floor, Madison WI, 53703). This document can be made available in alternate formats upon request to qualifying individuals with disabilities. The original must include an original manual signature, per sec. 180.0120(3)(c), Wis. Stats. Upon filing, the information in this document becomes public and might be used for purposes other than that for which it was originally furnished. If you have any questions, please contact the Division of Corporate & Consumer Services at 608-261-7577. Hearing-impaired may call 608-266-8818 for TDY.

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EX-3.136

Exhibit 3.136

RESTATED

BY-LAWS

OF

Kutz Ambulance Service, Inc.

(a Wisconsin corporation)

ARTICLE I. OFFICES		4
1.01	Principal and Business Offices	4
1.02	Registered Office	4
ARTICLE II. SHAREHOLDERS		4
2.01	Annual Meeting	4
2.02	Special Meeting	4
2.03	Place of Meeting	4
2.04	Notice of Meeting	4
2.05	Fixing of Record Date	4
2.06	Quorum and Voting Requirements; Postponements; Adjournments	5
2.07	Conduct of Meetings	5
2.08	Proxies	5
2.09	Voting of Shares	5
2.10	Voting of Shares by Certain Holders	5
	(a) Legal Representatives and Fiduciaries	5
	(b) Minors	6
2.11	Waiver of Notice by Shareholders	6
2.12	Unanimous Consent Without Meeting	6
ARTICLE III. BOARD OF DIRECTORS		6
3.01	General Powers and Number	6
3.02	Tenure and Qualifications	6
3.03	Regular Meetings	6
3.04	Special Meetings	7
3.05	Notice; Waiver	7
3.06	Quorum	7
3.07	Manner of Acting	9
3.08	Conduct of Meetings	9
3.09	Vacancies	9
3.10	Compensation	9
3.11	Presumption of Assent	9
3.12	Committees	9
3.13	Unanimous Consent Without Meeting	10
3.14	Meetings By Telephone Or By Other Communication Technology	10
ARTICLE IV. OFFICERS		10
4.01	Number	10
4.02	Election and Term of Office	10
4.03	Removal	10
4.04	Vacancies	11
4.05	President	11
4.06	Executive Vice President	11
4.07	Vice President	11

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4.08	Secretary		11
4.09	Treasurer		12
4.10	Assistant Secretaries and Assistant Treasurers		12
4.11	Other Assistants and Acting Officers		12
4.12	Salaries		12
ARTICLE V. CONFLICT OF INTEREST TRANSACTIONS, CONTRACTS, LOANS, CHECKS AND DEPOSITS: SPECIAL CORPORATE ACTS		12
5.01	Conflict of Interest Transactions	12
5.02	Contracts	13
5.03	Loans	13
5.04	Checks, Drafts, etc.	13
5.05	Deposits	13
5.06	Voting of Securities Owned by this Corporation	13
ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER		15
6.01	Certificates for Shares	15
6.02	Facsimile Signatures	15
6.03	Signature by Former Officers	15
6.04	Transfer of Shares	15
6.05	Lost, Destroyed or Stolen Certificates	15
6.06	Consideration for Shares	15
6.07	Stock Regulations	17
ARTICLE VII. INDEMNIFICATION		17
7.01	Indemnification for Successful Defense	17
7.02	Other Indemnification	17
7.03	Allowance of Expenses	17
ARTICLE VIII. FISCAL YEAR		18
ARTICLE IX. SEAL		18
ARTICLE X. AMENDMENTS		18
10.01	By Shareholders	18
10.02	By Directors	18
10.03	Implied Amendments	18
10.04	Intent to Supersede	18

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ARTICLE I. OFFICES

1.01 Principal and Business Offices. The Corporation may have such principal and other business offices, either within or without the State of Wisconsin, as the Board of Directors may designate or as the business of the Corporation may require.

1.02 Registered Office. The registered office of the Corporation required by the Wisconsin Business Corporation Law to be maintained in the State of Wisconsin may be, but need not be, identical with the principal office in the State of Wisconsin. The address of the registered office may be changed by the Board of Directors or by the registered agent. The business office of the registered agent of the Corporation shall be identical to such registered office.

ARTICLE II. SHAREHOLDERS

2.01 Annual Meeting. The annual meeting of the shareholders shall be held within sixty (60) days after receipt of the Corporation’s year-end financial statements, or at such other time and date as may be fixed by the Board of Directors, for the purpose of electing Directors and for the transaction of such other business as may come before the meeting.

2.02 Special Meeting. Special meetings of the shareholders, for any purpose unless otherwise prescribed by the Wisconsin Business Corporation Law, may be called by the Chairman of the Board of Directors (if one is designated), the President, the Board of Directors, or the holders of at least ten percent of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting who sign, date and deliver to the Corporation one or more written demands for the meeting describing one or more purposes for which it is to be held. Special meetings shall be held at the Corporation’s registered office.

2.03 Place of Meeting. The Board of Directors may designate any place, either within or without the State of Wisconsin, as the place of meeting for any annual or special meeting. If no designation is made, the place of meeting shall be the principal business office of the Corporation in the State of Wisconsin.

2.04 Notice of Meeting. Notices may be communicated in person, by telephone, telegraph, teletype, facsimile or other form of wire or wireless communication, or by mail or private carrier, and, if these forms of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in the area where published, or by radio, television or other form of public broadcast communication. Such notice shall state the place, day and hour of the meeting and, in case of a special meeting, a description of each purpose for which the meeting is called.

2.05 Fixing of Record Date. A “shareholder” of the Corporation shall mean the person in whose name shares are registered in the stock transfer books of the Corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with the Corporation. Such nominee certificates, if any, shall be reflected in the stock transfer books of the Corporation.

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2.06 Quorum and Voting Requirements; Postponements; Adjournments. Shares entitled to vote as a separate voting group as defined in the Wisconsin Business Corporation Law may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the Articles of Incorporation or the Wisconsin Business Corporation Law provides otherwise, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter.

Once a share is represented for any purpose at a meeting, other than for the purpose of objecting to holding the meeting or transacting business at the meeting, it is considered present for purposes of determining whether a quorum exists, for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.

2.07 Conduct of Meetings. The Chairman of the Board (if one is designated), or in the Chairman’s absence, the President, or in the President’s absence, the Executive Vice President (if one is designated), or in the Executive Vice President’s absence, a Vice President in the order provided under Section 4.08, and in their absence, any person chosen by the shareholders present shall call the meeting of the shareholders to order and shall act as chairman of the meeting, and the Secretary of the Corporation shall act as Secretary of all meetings of the shareholders, but, in the absence of the Secretary, the presiding Officer may appoint any other person to act as Secretary of the meeting.

2.08 Proxies. At all meetings of shareholders, a shareholder entitled to vote may vote in person or by proxy. A shareholder may appoint a proxy to vote or otherwise act for the shareholder by signing an appointment form, either personally or by his or her attorney-in-fact. Such proxy appointment is effective when received by the Secretary of the Corporation before or at the time of the meeting. Unless otherwise provided in the appointment form of proxy, a proxy appointment may be revoked at any time before it is voted, either by written notice filed with the Secretary or the acting Secretary of the meeting or by oral notice given by the shareholder to the presiding Officer during the meeting. The presence of a shareholder who has filed his or her proxy appointment shall not of itself constitute a revocation. No proxy appointment shall be valid after eleven months from the date of its execution, unless otherwise provided in the appointment form of proxy. In addition to the presumptions set forth in Section 2.10 below.

2.09 Voting of Shares. Each outstanding share shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders, except to the extent that the voting rights of the shares of any voting group or groups are enlarged, limited or denied by the Articles of Incorporation.

2.10 Voting of Shares by Certain Holders.

(a) Legal Representatives and Fiduciaries. Shares held by an administrator, executor, guardian, conservator, trustee in bankruptcy, receiver or assignee for creditors may be voted by him, either in person or by proxy, without a transfer of such shares into his or her name, provided there is filed with the Secretary before or at the time of meeting proper evidence of his or her incumbency and the number of shares held by him or her. Shares standing in the name of a fiduciary may be voted by him or her, either in person or by proxy. An appointment form of

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proxy executed by a fiduciary shall be conclusive evidence of the signer’s authority to act, in the absence of express notice to this Corporation, given in writing to the Secretary of this Corporation, that such manner of voting is expressly prohibited or otherwise directed by the document creating the fiduciary relationship.

(b) Minors. Shares held by a minor may be voted by such minor in person or by proxy and no such vote shall be subject to disaffirmance or avoidance, unless prior to such vote the Secretary of the Corporation has received written notice or has actual knowledge that such shareholder is a minor. Shares held by a minor may be voted by a personal representative, administrator, executor, guardian or conservator representing the minor if evidence of such fiduciary status is presented and acceptable to the Corporation.

2.11 Waiver of Notice by Shareholders. Whenever any notice whatsoever is required to be given to any shareholder of the Corporation under the Articles of Incorporation or By-laws or any provision of law, a waiver thereof in writing, signed at any time, whether before or after the time of meeting, by the shareholder entitled to such notice, shall be deemed equivalent to the giving of such notice and the Corporation shall include copies of such waivers in its corporate records.

2.12 Unanimous Consent Without Meeting. Any action required by the Articles of Incorporation or By-laws or any provision of law to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

ARTICLE III. BOARD OF DIRECTORS

3.01 General Powers and Number. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation managed under the direction of, the Board of Directors, subject to any limitation set forth in the Articles of Incorporation. The Corporation shall have one or more Directors. The number of Directors may be increased or decreased from time to time by amendment to this Section adopted by the shareholders or the Board of Directors but no decrease shall have the effect of shortening the term of an incumbent director.

3.02 Tenure and Qualifications. Each Director shall hold office until the next annual meeting of shareholders and until his or her successor shall have been elected, or until his or her prior death, resignation or removal. A Director may be removed from office by the shareholders if, at a meeting of shareholders called for that purpose, the number of votes cast to remove the Director exceeds the number of votes cast not to remove him or her.

3.03 Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this by-law immediately after the annual meeting of shareholders, and each adjourned session thereof. The place of such regular meeting shall be the same as the place of the meeting of shareholders which precedes it, or such other suitable place as may be announced at such meeting of shareholders. The Board of Directors may provide, by resolution, the

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time and place, either within or without the State of Wisconsin, for the holding of additional regular meetings without other notice than such resolution.

3.04 Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the Chairman of the Board (if one is designated), President, Secretary or any two Directors. The Chairman of the Board (if one is designated), President, Secretary or Directors calling any special meeting of the Board of Directors may fix any place, either within or without the State of Wisconsin, as the place for holding any special meeting of the Board of Directors called by them, and if no other place is fixed, the place of meeting shall be the principal business office of the Corporation in the State of Wisconsin.

3.05 Notice; Waiver. Notice may be communicated in person, by telephone, telegraph, teletype, facsimile or other form of wire or wireless communication, or by mail or private carrier, and, if these forms of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in the area where published, or by radio, television or other form of public broadcast communication. Notice of each meeting of the Board of Directors (unless otherwise provided in or pursuant to Section 3.03) shall be communicated to each Director at his or her business address or telephone number or at such other address or telephone number as such Director shall have designated in writing filed with the Secretary. Written notice is effective at the earliest of the following:

(i)    when received;

(ii)   on deposit in the U.S. Mail, if mailed postpaid and correctly addressed; or

(iii)  on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested and the receipt is signed by or on behalf of the addressee.

Oral notice is effective when communicated and the Corporation shall maintain a record setting forth the date, time, manner and recipient of the notice.

Whenever any notice whatsoever is required to be given to any Director of the Corporation under the Articles of Incorporation or By-laws or any provision of law, a waiver thereof in writing, signed at any time, whether before or after the time of meeting, by the Director entitled to such notice, shall be deemed equivalent to the giving of such notice, and the Corporation shall retain copies of such waivers in its corporate records. A Director’s attendance at or participation in a meeting waives any required notice to him or her of the meeting unless the Director at the beginning of the meeting or promptly upon his or her arrival objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or asset to action taken at the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

3.06 Quorum. Except as otherwise provided by the Wisconsin Business Corporation Law or by the Articles of Incorporation or the By-laws, a majority of the number of Directors shall constitute a quorum for the transaction of

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business at any meeting of the Board of Directors, but a majority of the Directors present or participating (though less than such quorum) may adjourn the meeting from time to time without further notice.

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3.07 Manner of Acting. If a quorum is present or participating when a vote is taken, the affirmative vote of a majority of Directors present or participating is the act of the Board of Directors or a committee of the Board of Directors, unless the Wisconsin Business Corporation Law or the Articles of Incorporation or the By-laws require the vote of a greater number of Directors.

3.08 Conduct of Meetings. The Chairman of the Board (if one is designated), or in the Chairman’s absence, the President, or in the President’s absence, the Executive Vice President (if one is designated), or in the Executive Vice President’s absence, a Vice President in the order provided under Section 4.08, and in their absence, any Director chosen by the Directors present, shall call meetings of the Board of Directors to order and shall act as chairman of the meeting. The Secretary of the Corporation shall act as Secretary of all meetings of the Board of Directors, but in the absence of the Secretary, the presiding Officer may appoint any Assistant Secretary or any Director or other person present or participating to act as Secretary of the meeting.

3.09 Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of Directors, may be filled until the next succeeding annual election by the affirmative vote of a majority of the Directors then in office, though less than a quorum of the Board of Directors, or by the shareholders; provided, that in case of a vacancy created by the removal of a Director by vote of the shareholders, the shareholders shall have the right to fill such vacancy at the same meeting or any adjournment thereof.

3.10 Compensation. The Board of Directors, by affirmative vote of a majority of the Directors then in office, and irrespective of any personal interest of any of its members, may establish reasonable compensation of all Directors for services to the Corporation as Directors, Officers or otherwise, or may delegate such authority to an appropriate committee. The Board of Directors also shall have authority to provide for or to delegate authority to an appropriate committee to provide for reasonable pensions, disability or death benefits, and other benefits of payments, to Directors, Officers and employees and to their estates, families, dependents or beneficiaries on account of prior services rendered by such Directors, Officers and employees to the Corporation.

3.11 Presumption of Assent. A Director of the Corporation who is present at or participates in a meeting of the Board of Directors or a committee thereof of which he or she is a member, at which action on any corporate matter is taken, shall be presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting or unless he or she shall file his or her written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.

3.12 Committees. The Board of Directors, by resolution adopted by the affirmative vote of a majority of the number of Directors may designate one or more committees, each committee to consist of two or more Directors elected by the Board of Directors, which to the extent provided in said resolution as initially adopted, and as thereafter supplemented or

9

amended by further resolution adopted by a like vote, shall have and may exercise, when the Board of Directors is not in session, the powers of the Board of Directors in the management of the business and affairs of the Corporation, except that a committee may not do any of the following: (i) authorize distributions; (ii) approve or propose to shareholders action that the Wisconsin Business Corporation Law requires be approved by shareholders; (iii) fill vacancies on the Board of Directors or on any of its committees, unless the Board of Directors provides by resolution that any vacancies on a committee shall be filled by the affirmative vote of a majority of the remaining committee members; (iv) amend the Articles of Incorporation under Section 180.1002 of the Wisconsin Business Corporation Law; (v) adopt, amend or repeal the By-laws; (vi) approve a plan of merger not requiring shareholder approval; (vii) authorize or approve reacquisition of shares, except according to a formula or method prescribed by the Board of Directors; or (viii) authorize or approve the issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences and limitations of a class or series of shares, except that the Board of Directors may authorize a committee or a senior executive officer of the Corporation to do so within limits prescribed by the Board of Directors.

3.13 Unanimous Consent Without Meeting. Any action required or permitted by the Articles of Incorporation or the By-laws or any provision of law to be taken by the Board of Directors at a meeting or by resolution may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors then in office.

3.14 Meetings By Telephone Or By Other Communication Technology. Meetings of the Board of Directors or committees may be conducted by telephone or by other communication technology in accordance with Section 180.0820 of the Wisconsin Business Corporation Law.

ARTICLE IV. OFFICERS

4.01 Number. The principal Officers of the Corporation shall be a President, the number of Vice Presidents as may be determined by the Board of Directors, a Secretary, and a Treasurer, each of whom the Board of Directors shall from time to time determine. Such other Officers and Assistant Officers as may be deemed necessary may be elected or appointed by the Board of Directors. The Board of Directors may authorize a duly appointed Officer to appoint one or more Officers or Assistant Officers. The same natural person may simultaneously hold more than one office in the Corporation.

4.02 Election and Term of Office. The Officers of the Corporation to be elected by the Board of Directors shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of Officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each Officer shall hold office until his or her successor shall have been duly elected or until his or her prior death, resignation or removal.

4.03 Removal. Any Officer or agent may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment shall not of itself create contract rights.

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4.04 Vacancies. A vacancy in any principal office because of death, resignation, removal, disqualification or otherwise, shall be filled by the Board of Directors for the unexpired portion of the term.

4.05 President. The President shall be the chief executive officer of the Corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the Corporation. In the absence of the Chairman of the Board, or if one is not designated, he or she shall preside at all meetings of the shareholders and of the Board of Directors. He or she shall have authority, subject to such rules as may be prescribed by the Board of Directors, to appoint such agents and employees of the Corporation as he or she shall deem necessary, to prescribe their powers, duties and compensation, and to delegate authority to them. Such agents and employees shall hold office at the discretion of the President. He or she shall have authority to sign, execute and acknowledge, on behalf of the Corporation, all deeds, mortgages, bonds, stock certificates, contracts, leases, reports and all other documents or instruments necessary or proper to be executed in the course of the Corporation’s regular business, or which shall be authorized by resolution of the Board of Directors; and, except as otherwise provided by law or the Board of Directors, he or she may authorize any Vice President or other Officer or agent of the Corporation to sign, execute and acknowledge such documents or instruments in his or her place and stead. In general, he or she shall perform all duties incident to the office of chief executive officer and such other duties as may be prescribed by the Board of Directors from time to time.

4.06 Executive Vice President. The Executive Vice President, if one is designated, shall assist the President in the discharge of supervisory, managerial and executive duties and functions. In the absence of the President or in the event of his or her death, inability or refusal to act, the Executive Vice President shall perform the duties of the President and when so acting shall have all the powers and duties of the President. He or she shall perform such other duties as from time to time may be assigned to him or her by the Board of Directors or the President.

4.07 Vice Presidents. In the absence of the President and the Executive Vice President or in the event of their death, inability or refusal to act, or in the event for any reason it shall be impracticable for them to act personally, the Vice President (or in the event there is more than one Vice President, the Vice Presidents in the order designated by the Board of Directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President shall perform such other duties and have such authority as from time to time may be delegated or assigned to him or her by the President, the Executive Vice President or by the Board of Directors. The execution of any instrument of the Corporation by any Vice President shall be conclusive evidence, as to third parties, of his or her authority to act in the stead of the President.

4.08 Secretary. The Secretary shall: (i) keep the minutes of the meetings of the shareholders and of the Board of Directors in one or more books provided for that purpose; (ii) see that all notices are duly given in accordance with the provisions of the By-laws or as required by law; (iii) be custodian of the corporate records; (iv) keep or arrange for the keeping of a

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register of the post office address of each shareholder which shall be furnished to the Secretary by such shareholder; (v) have general charge of the stock transfer books of the Corporation; and (vi) in general, perform all duties incident to the office of Secretary and have such other duties and exercise such authority as from time to time may be delegated or assigned to him or her by the President or by the Board of Directors.

4.09 Treasurer. The Treasurer shall: (i) have charge and custody of and be responsible for all funds and securities of the Corporation; (ii) receive and give receipts for monies due and payable to the Corporation from any source whatsoever, and deposit all such monies in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Section 5.05 hereof; and (iii) in general, perform all of the duties incident to the office of Treasurer and have such other duties and exercise such other authority as from time to time may be delegated or assigned to him or her by the President or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.

4.10 Assistant Secretaries and Assistant Treasurers. There shall be such number of Assistant Secretaries and Assistant Treasurers as the Board of Directors may from time to time authorize. The Assistant Treasurers shall, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties and have such authority as shall from time to time be delegated or assigned to them by the Secretary or the Treasurer, respectively, or by the President or the Board of Directors.

4.11 Other Assistants and Acting Officers. The Board of Directors shall have the power to appoint any person to act as assistant to any Officer, or as agent for the Corporation in his or her stead, or to perform the duties of such Officer whenever, for any reason, it is impracticable for such Officer to act personally and such assistant or acting Officer or other agent so appointed by the Board of Directors shall have the power to perform all the duties of the office to which he or she is so appointed to be assistant, or as to which he or she is so appointed to act, except as such power may be otherwise defined or restricted by the Board of Directors.

4.12 Salaries,. The salaries of the principal Officers shall be fixed from time to time by the Board of Directors or by a duly authorized committee thereof, and no Officer shall be prevented from receiving such salary by reason of the fact that he or she is also a Director of the Corporation.

ARTICLE V. CONFLICT OF INTEREST TRANSACTIONS,

CONTRACTS, LOANS, CHECKS AND DEPOSITS: SPECIAL CORPORATE ACTS

5.01 Conflict of Interest Transactions. A “conflict of interest” transaction means a transaction with the Corporation in which a Director of the Corporation has a direct or indirect interest. The circumstances in which a Director of the Corporation has an indirect interest in a transaction include but are not limited to a transaction under any of the following circumstances: (i) another entity in which the Director has a material financial interest or in

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which the Director is a general partner is a party to the transaction; or (ii) another entity of which the Director is a director, officer or trustee is a party to the transaction and the transaction is or, because of its significance to the Corporation should be, considered by the Board of Directors of the Corporation. A conflict of interest transaction is not voidable by the Corporation solely because of the Director’s interest in the transaction if any of the circumstances set forth in Section 180.0831 of the Wisconsin Business Corporation Law (or any successor statutory provision) are true or occur.

5.02 Contracts. The Board of Directors may authorize any Officer or Officers, agent or agents, to enter into any contract or execute or deliver any instrument in the name of and on behalf of the Corporation, and such authorization may be general or confined to specific instances.

5.03 Loans. No indebtedness for borrowed money shall be contracted on behalf of the Corporation and no evidences of such indebtedness shall be issued in its name unless authorized by or under the authority of a resolution of the Board of Directors. Such authorization may be general or confined to specific instances.

5.04 Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such Officer or Officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by or under the authority of a resolution of the Board of Directors.

5.05 Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as may be selected by or under the authority of a resolution of the Board of Directors.

5.06 Voting of Securities Owned by this Corporation. Subject always to the specific directions of the Board of Directors, (i) any shares or other securities issued by any other corporation and owned or controlled by this Corporation may be voted at any meeting of security holders of such other corporation by the President of this Corporation if he or she is present, or in the President’s absence by the Executive Vice President (if one is designated), or in the Executive Vice President’s absence, by any Vice President of this Corporation who may be present, and (ii) whenever, in the judgment of the President, or in his absence, of the Executive Vice President (if one is designated), or in the Executive Vice President’s absence, of any Vice President, it is desirable for this Corporation to execute an appointment of proxy or written consent in respect to any shares or other securities issued by any other corporation and owned by this Corporation, such proxy appointment or consent shall be executed in the name of this Corporation by the President, Executive Vice President or one of the Vice Presidents of this Corporation in the order as provided in clause (i) of this Section, without necessity of any authorization by the Board of Directors or countersignature or attestation by another Officer. Any person or persons designated in the manner above stated as the proxy or proxies of this Corporation shall have full right, power and authority to vote the shares or other securities issued by such other corporation and owned by this Corporation the same as such shares or other

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securities might be voted by this Corporation.

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ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER

6.01 Certificates for Shares,. Certificates representing shares of the Corporation shall be in such form, consistent with law, as shall be determined by the Board of Directors. Such certificates shall be signed by the President or by another Officer designated by the President or the Board of Directors. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the Corporation. All certificates surrendered to the Corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled.

6.02 Facsimile Signatures. The signature of the President or other authorized Officer upon a certificate may be a facsimile if the certificate is manually signed on behalf of a transfer agent, or a registrar, other than the Corporation itself or an employee of the Corporation.

6.03 Signature by Former Officers. In case any Officer, who has signed or whose facsimile signature has been placed upon, any certificate for shares, shall have ceased to be such Officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such Officer at the date of its issue.

6.04 Transfer of Shares. Prior to due presentment of a certificate for shares for registration of transfer, the Corporation may treat the shareholder of such shares as the person exclusively entitled to vote, to receive notifications and otherwise to have and exercise all the rights and powers of an owner. Where a certificate for shares is presented to the Corporation with a request to register for transfer, the Corporation shall not be liable to the owner or any other person suffering loss as a result of such registration of transfer if (i) there were on or with the certificate the necessary endorsements, and (ii) the Corporation had no duty to inquire into adverse claims or has discharged any such duty. The Corporation may require reasonable assurance that said endorsements are genuine and effective and in compliance with such other regulations as may be prescribed by or under the authority of the Board of Directors.

6.05 Lost, Destroyed or Stolen Certificates. Where the owner claims that his or her certificate for shares has been lost, destroyed or wrongfully taken, a new certificate shall be issued in place thereof if the owner (i) so requests before the Corporation has notice that such shares have been acquired by a bona fide purchaser, and (ii) files with the Corporation a sufficient indemnity bond, and (iii) satisfies such other reasonable requirements as may be prescribed by or under the authority of the Board of Directors.

6.06 Consideration for Shares. The shares of the Corporation may be issued for such consideration as shall be fixed from time to time by the Board of Directors, provided that any shares having a par value shall not be issued for a consideration less than the par value thereof. The consideration to be received for shares may consist of any tangible or intangible property or benefit to the Corporation, including cash, promissory notes, services performed, contracts for services to be performed or other securities of the Corporation. When the Corporation receives the consideration for which the Board

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of Directors authorized the issuance of shares, the shares issued for that consideration are fully paid and nonassessable, except as

16

provided by Section 180.0622 of the Wisconsin Business Corporation Law (or any successor statutory provision) which may require further assessment for unpaid wages to employees under certain circumstances. The Corporation may place in escrow shares issued for a contract for future services or benefits or a promissory note, or make other arrangements to restrict the transfer of the shares, and may credit distributions in respect of the shares against their purchase price, until the services are performed, the benefits are received or the note is paid. If the services are not performed, the benefits are not received or the note is not paid, the Corporation may cancel, in whole or in part, the shares escrowed or restricted and the distributions credited.

6.07 Stock Regulations. The Board of Directors shall have the power and authority to make all such further rules and regulations not inconsistent with the statutes of the State of Wisconsin as it may deem expedient concerning the issue, transfer and registration of certificates representing shares of the Corporation.

ARTICLE VII. INDEMNIFICATION

7.01 Indemnification for Successful Defense. As required by the Wisconsin Business Corporation Law, the Corporation shall indemnify a Director, Officer or Employee to the extent he or she has been successful on the merits or otherwise in the defense of a proceeding, for all reasonable expenses incurred in the proceeding if the Director, Officer or Employee was a party because he or she is a Director, Officer or Employee of the Corporation.

7.02 Other Indemnification. In cases not included under Section 7.01 hereof, and as provided by Section 180.0851(2) of the Wisconsin Business Corporation Law (or any successor statutory provision), the Corporation shall indemnify a Director or Officer against liability incurred by the Director or Officer in a proceeding to which the Director or Officer was a party because he or she is a Director or Officer of the Corporation, unless liability was incurred because the Director or Officer breached or failed to perform a duty that he or she owes to the Corporation and the breach or failure to perform constitutes any of the following:

(i)A wilful failure to deal fairly with the Corporation or its shareholders in connection with a matter in which the Director or Officer has a material conflict of interest;

(ii)A violation of the criminal law, unless the Director or Officer has reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful;

(iii)A transaction from which the Director or Officer derived an improper personal profit; or

(iv)Wilful misconduct.

7.03 Allowance of Expenses. Within ten days after receipt of a written request by a Director or Officer who is a party to a proceeding, the Corporation shall pay or reimburse his or her reasonable expenses as incurred if the Director or Officer provides the Corporation with all of the following:

17

(i)A written affirmation of his or her good faith belief that he or she has not breached or failed to perform his or her duties to the Corporation; and

(ii)A written undertaking, executed personally or on his or her behalf, to repay the allowance (together with reasonable interest thereon) to the extent that it is ultimately determined under Sections 7.01 and 7.02 hereof and pursuant to Section 180.0855 of the Wisconsin Business Corporation Law (or any successor statutory provision) that indemnification is not required, will not be provided, or is not so ordered by a court under Section 180.0854 of the Wisconsin Business Corporation Law (or any successor statutory provision). The undertaking under this subsection shall be an unlimited general obligation of the Director or Officer, and may be accepted without reference to his or her ability to repay the allowance. The undertaking may be secured or unsecured as determined by the Board of Directors.

ARTICLE VIII. FISCAL YEAR

The Corporation’s fiscal year shall be a calendar year.

ARTICLE IX. SEAL

There shall be no corporate seal.

ARTICLE X. AMENDMENTS

9.01. By Shareholders. The By-laws may be altered, amended or repealed and new By-laws may be adopted by the shareholders by the affirmative vote specified in Section 2.07 of these By-laws.

9.02. By Directors. The By-laws may also be altered, amended or repealed and new By-laws may be adopted by the Board of Directors by affirmative vote of a majority of the number of Directors present at or participating in any meeting at which a quorum is in attendance; but no By-law adopted by the shareholders shall be amended or repealed by the Board of Directors if the By-law so adopted so provides.

9.03. Implied Amendments. Any action taken or authorized by the shareholders or by the Board of Directors, which would be inconsistent with the By-laws then in effect but is taken or authorized by affirmative vote of not less than the number of shares or the number of Directors required to amend the By-laws so that the By-laws would be consistent with such action, shall be given the same effect as though the By-laws had been temporarily amended or suspended so far, but only so far, as is necessary to permit the specific action so taken or authorized.

9.04. Intent to Supersede. These By-laws shall supersede the By-laws of the Corporation which were previously the By-laws of Kutz Ambulance Service, Inc.

18

ACTION OF SOLE SHAREHOLDER
OF
KUTZ AMBULANCE SERVICE, INC.
BY WRITTEN CONSENT
IN LIEU OF SPECIAL MEETING

The following action is taken by the sole shareholder of Kutz Ambulance Service, Inc., a Wisconsin corporation (the “Company”), through this action by Written Consent and in lieu of holding a special meeting of the shareholder, pursuant to applicable law, the Articles of Incorporation of the Company and the Bylaws of the Company:

Ratification of Past Acts

WHEREAS, the Bylaws and/or Articles of Incorporation of the Company formerly required the shareholder to elect not less than four people to the Board of Directors;

WHEREAS, the Board of Directors has passed a resolution amending the Bylaws and/or ratifying, confirming and approving action of the shareholder to require the shareholder to elect not less than one person to the Board of Directors,

NOW, THEREFORE, BE IT:

RESOLVED, that the acts of the directors of the Company taken prior to the date hereof, including, without limitation, any actions taken with respect to the number of directors required by the Company’s Bylaws or Articles of Incorporation, hereby are, in all respects ratified, confirmed and approved.

The foregoing action is consented to, without a meeting, by the sole shareholder of the Company as evidenced by the execution of this instrument.

Dated as of                            , 2000

AMERICAN MEDICAL RESPONSE, INC.,
a Delaware corporation, sole shareholder

/s/ John R. Grainger

By: John R. Grainger

Title: President and Chief Executive Officer

EX-3.137

Exhibit 3.137

Form BCA-2.10 ARTICLES OF INCORPORATION

(Rev. Jan. 1991)
George H. Ryan	SUBMIT IN DUPLICATE!
Secretary of State
Department of Business Services
Springfield, IL 62756
Telephone (217) 782-6961	This space for use by Secretary of State
Payment must be made by certified	Date
check, cashiers check, Illinois attorney’s
check, Illinois C.P.A’s check or	Franchise Tax
money order, payable to Secretary	Filing Fee
of State.
	Approved:

1.	CORPORATE NAME: LifeCare Ambulance Service, Inc.
	(The corporate name must contain the word “corporation,” “company,” “incorporated” “limited” or an abbreviation thereof.)

2.	Initial Registered Agent:	Abraham	J.	Stern
		First Name	Middle Initial	Last Name
	Initial Registered Office:	30 South Wacker Drive,		Suite 2900
		Number	Street	Suite #
		Chicago,	60606-7484	Cook
		City	Zip Code	County

3.	Purpose or purposes for which the corporation is organized: (If not sufficient space to cover this point, add one or more sheets of this size.)
	To transact any or all lawful activities and businesses which are authorized by the Illinois Business Corporation Act of 1983, and to purchase or otherwise acquire, hold, use, own, mortgage, sell, convey, lease or otherwise dispose of and deal in real and personal property of every class and description or any interest therein.

4. Paragraph 1: Authorized Shares, Issued Shares and Consideration Received:

	Par Value		Number of Shares	Number of Shares	Consideration to be
Class	per Share		Amortized	Proposed to be Issued	Received Therefor
Common	$	NPV	1,000	1,000	$	1,000
				TOTAL	$	1,000

Paragraph 2: The preferences, qualifications, limitations, restrictions and special or relative rights in respect of the shares of each class are:

(It not sufficient space to cover this point, add one or more sheets of this size.)

5.	OPTIONAL:	(a)	Number of directors constituting the initial board of directors of corporation:
		(b)	Names and addresses of the persons who are to serve as directors until the first annual meeting of shareholders or until their successors are elected and qualify:
			Name	Residential Address
6.	OPTIONAL:	(a)	It is estimated that the value of all property to be owned by the corporation for the following year wherever located will be:		$
		(b)	It is estimated that the value of the property to be located within the State of Illinois during the following year will be:		$
		(c)	It is estimated that the gross amount of business that will be transacted by the corporation during the following year will be:		$
		(d)	It is estimated that the gross amount of business that will be transacted from places of business in the State of Illinois during the following year will be:		$
7.	OPTIONAL: OTHER PROVISIONS
			Attach a separate sheet of this size for any other provision to be included in the Articles of Incorporation, e.g., authorizing preemptive rights, denying cumulative voting, regulating internal affairs, voting majority requirements, fixing a duration other than perpetual, etc.

2

8.	NAME(S) & ADDRESS(ES) OF INCORPORATOR(S)
The undersigned incorporator(s) hereby declare(s), under penalties of perjury, that the statements made in the foregoing Articles of Incorporation are true.

Dated December 9, 1991

	Signature and Name	Address
1.	/s/ Dana L. Redburg	30 South Wacker Drive Street
	Signature

3

	Dana L. Redburg	Chicago, IL 60606
	(Type or Print Name)	City/Town          State       Zip Code
2.
	Signature	Street
	(Type or Print Name)	City/Town          State       Zip Code
3.
	Signature	Street
	(Type or Print Name)	City/Town          State       Zip Code

(Signatures must be in ink on original document. Carbon copy, photocopy or rubber stamp signatures may only be used on conformed copies.)

NOTE: If a corporation acts as incorporator, the name of the corporation and the state of incorporation shall be shown and the execution shall be shown and the execution shall be by its President or Vice President, and verified by him and attested by its Secretary or Assistant Secretary.

FEE SCHEDULE

·The initial franchise tax is assessed at the rate of 15/100 of 1 percent ($1.50 per $1,000) on the paid in capital represented in this state with a minimum of $25 and a maximum of $1,000,000.

·The filing fee is $75.

·The minimum total due (franchise tax + filing fee) is $100. (Applies when the Consideration to be Received as set forth in item 4 does not exceed $16,667).

·The Department of Business Services in Springfield will provide assistance in calculating the total fees if necessary.

Illinois Secretary of State	Springfield, IL 62756
Department of Business Services	Telephone (217) 782-6961

4

YEAR OF	STATE OF ILLINOIS	CORPORATION
File Prior to:	DOMESTIC CORPORATION ANNUAL REPORT	FILE NO.
	PLEASE TYPE OR PRINT CLEARLY IN BLACK INK

1.)	CHANGES ONLY:	REGISTERED AGENT	CT CORPORATION
		REGISTERED OFFICE	208 S. LA SALLE STREET
		CITY, IL ZIP CODE	CHICAGO, IL 60604

2.) CORPORATE NAME, REGISTERED AGENT, REGISTERED OFFICE, CITY, IL ZIP CODE

LIFECARE AMBULANCE SERVICE, INC.
c/o ABRAHAM J. STERN	121091
30 S WACKER DR STE 2900		COOK
CHICAGO, IL. 60606-7405		COUNTY

3a.) State or Country of Incorporation:   IL 3b.) Date Qualified To Do Business In IL

4.) The names and residential addresses of ALL officers & directors MUST be listed here!

OFFICE	NAME	NUMBER & STREET	CITY	STATE	ZIP
Resident	John R. Grainger	120 Maplewood Rt.,	Mississaura,	ON
Secretary	Robert H. Byrne	2094 Gordie Tapp CR.,	Burlington	ON
Treasurer	Robert E,	1579 MillboroughLine,	E	ON
Director	David White	2144 V.A. Tiempo,		CA
Director	John R. Grainger	120 Maplewood Rt.,	Mississaura,	ON
Director

5.)	If 51% or more of the stock is owned by a minority or female, please check appropriate box [  ] Minority Owned   Female Owned
6.)	Number of shares authorized and issued (as of):

CLASS	SERIES	PAR VALUE	NUMBER AUTHORIZED	NUMBER ISSUED
COMM			1000	1000.000

IMPORTANT! Whenever the amount in item 6 or 7a differs from the Secretary of State’s records, the enclosed BCA 14.30 must be completed.

7a.)	The amount of paid-in capital as of 08/30/94 is $50,000.
8.)	By	/s/ Robert H. Byrne	Secretary	11/8/94
		(Any Authorized Officer’s Signature)	(Title)	(Date)

5

RETURN TO: ITEM 8 MUST BE SIGNED!

Department of Business Services
Secretary of State
Springfield, IL 62756
Telephone (217) 782-7808 Under the penalty of perjury and as an authorized officer I declare that this annual report and, if applicable, the statement of change of registered agent and/or office, pursuant to provisions in the Business Corporation Act, been examined by a me and is, to the best of my knowledge and belief, true, correct and complete.

(PLEASE COMPLETE THE REVERSE SIDE OF THIS REPORT)

6

Form       LLC-1.36/1.37 July 2005	Illinois Limited Liability Company Act Statement of Change of Registered Agent and/or Registered Office	FILE #  01183168
Secretary of State Jesse White Department of Business Services Limited Liability Division Room 351 Howlett Building 501 S. Second St. Springfield, IL 62756 www.cyberdriveillinois.com	SUBMIT IN DUPLICATE Must be typewritten This space for use by Secretary of State.	This space for use by Secretary of State
Payment must be made by business firm check payable to Secretary of State. (If check is returned for any reason this filing will be void.)	Filing Fee:  $25 Approved:

1.	Limited Liability Company Name:		MISSION CARE OF ILLINOIS, LLC
2.	Name and Address of Registered Agent and Registered Office as they appear on the records of the Office of the Secretary of State (before change):
	Registered Agent	SCOTT J. TIEPELMAN
		First Name					Middle Name		Last Name
	Registered Office	25 ROYAL HEIGHTS CENTRE
		Number			Street			Suite No. (P.O. Box alone is unacceptable)
		BELLEVILLE, IL						62226	ST. CLAIR
		City						ZIP Code	County
3.	Name and Address of Registered Agent and Registered Office shall be (after all changes herein reported):
	Registered Agent	Illinois Corporation Service Company
		First Name				Middle Name			Last Name
	Registered Office	801 Adlai Stevenson Drive
		Number		Street				Suite No. (P.O.  Box alone is unacceptable)
		Springfield, IL						62703	Sangamon
		City						ZIP Code	County
4.	The address of the registered office and the address of the business office of the registered agent, as changed, will be identical.
5.	The above change was authorized by: (check one box only)
	a. x resolution duly adopted by the members or managers. (See Note 4.)
	b. o action of the registered agent. (See Note 5.)

SEE REVERSE FOR SIGNATURE(S)

6.	If the change to the registered agent or registered office is authorized by the members or managers, sign here. (See Note 4 below.)
	The undersigned affirms, under penalties of perjury, having authority to sign hereto, that this statement to change the registered agent or address is to the best of my knowledge and belief, true, correct and complete.

Dated	10/11, 2007
	Month/Day Year
Signature (Must comply with Section 5-45 of ILLCA.)
Name and Title (type or print)
If the member or manager signing this document is a company or other entity, state name of company and indicate whether it is a member or manager of the Limited Liability Company.

If change of registered office by registered agent, sign here.  (See Note 5 below.)

The undersigned, under penalties of perjury, affirms that the facts stated herein are true, correct and complete.

Dated	,
	Month/Day Year
Signature of Registered Agent of Record
Name (type or print) If registered agent is a corporation, name and title of officer who is signing on its behalf.

NOTES

1.	The registered office may, but need not be, the same as the principal office of the Limited Liability Company; however, the registered office and the office address of the registered agent must be the same.
2.	The registered office must include a street or road address (P.O. Box alone is unacceptable).
3.	A Limited Liability Company cannot act as its own registered agent.

2

4.	Any change of registered agent or registered address effected by the Limited Liability Company must be by resolution adopted by the members or managers.
5.	The registered agent may report a change of the registered office of the Limited Liability Company for which he/she is a registered agent. When the agent reports such a change, this statement must be signed by the registered agent. If a corporation is acting as the registered agent, a duly authorized officer of such corporation must sign this statement.

3

EX-3.138

Exhibit 3.138

Amended and Restated
By-Laws

of

LifeCare Ambulance Service, Inc.
(an Illinois Corporation)

Adopted

As of September 22, 2011

TABLE OF CONTENTS

		Page
Article 1 CORPORATE OFFICES		1
Section 1.1	Registered Office	1
Section 1.2	Other Offices	1
Article 2 SHAREHOLDERS		1
Section 2.1	Annual Meeting	1
Section 2.2	Special Meetings	1
Section 2.3	Place of Meeting	1
Section 2.4	Notice of Meeting	1
Section 2.5	Meeting Of All Shareholders	2
Section 2.6	Fixing of Record Date	2
Section 2.7	Voting Lists	2
Section 2.8	Quorum of Shareholders	2
Section 2.9	Proxies	3
Section 2.10	Voting of Shares	3
Section 2.11	Voting of Shares by Certain Holders	3
Section 2.12	Voting by Ballot; Inspectors	4
Section 2.13	Informal Action by Shareholders	4
Article 3 DIRECTORS		4
Section 3.1	General Powers	4
Section 3.2	Number, Tenure and Resignation	5
Section 3.3	Regular Meetings	5
Section 3.4	Special Meetings	5
Section 3.5	Notice	5

ii

Section 3.6	Quorum	5
Section 3.7	Manner Of Action	5
Section 3.8	Vacancies	6
Section 3.9	Removal Of Directors	6
Section 3.10	Compensation	6
Section 3.11	Presumption Of Assent	6
Section 3.12	Informal Action By Directors	6
Section 3.13	Participation By Conference Telephone	7
Section 3.14	Committees	7
Section 3.15	Director Conflict of Interest	8
Article 4 OFFICERS		8
Section 4.1	Number	8
Section 4.2	Election and Term of Office	9
Section 4.3	Removal	9
Section 4.4	Vacancies	9
Section 4.5	The President	9
Section 4.6	The Vice-Presidents	9
Section 4.7	The Secretary	9
Section 4.8	The Treasurer	10
Section 4.9	Assistant Secretaries and Assistant Treasurers	10
Section 4.10	Salaries	10
Article 5 INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS; INSURANCE		11
Section 5.1	Indemnification of Directors and Officers	11
Section 5.2	Contract with the Corporation	11
Section 5.3	Indemnification of Employees and Agents	11

iii

Section 5.4	Advance of Expenses	11
Section 5.5	Other Rights of Indemnification	11
Section 5.6	Liability Insurance	12
Section 5.7	Report to Shareholders	12
Article 6 CONTRACTS, LOANS, CHECKS AND DEPOSITS		12
Section 6.1	Contracts	12
Section 6.2	Loans	12
Section 6.3	Pledges of Property and Assets	12
Section 6.4	Checks, Drafts, Etc.	12
Section 6.5	Deposits	12
Article 7 SHARES AND THEIR TRANSFER		13
Section 7.1	Consideration for Shares	13
Section 7.2	Payment for Shares	13
Section 7.3	Shares Represented by Certificates	13
Section 7.4	Uncertificated Shares	14
Article 8 FISCAL YEAR		14
Article 9 DIVIDENDS		14
Article 10 SEAL		15
Article 11 WAIVER OF NOTICE		15
Article 12 AMENDMENTS TO THE BY-LAWS		15
Article 13 STATUTORY REFERENCES		15

iv

AMENDED AND RESTATED
LIFECARE AMBULANCE SERVICE, INC.  BY-LAWS

Article 1
CORPORATE OFFICES

Section 1.1Registered Office.  The Corporation shall continuously maintain a registered office in the State of Illinois which may, but need not be, the same as its place of business, and a registered agent whose business office is identical with such registered office.

Section 1.2Other Offices.  The corporation may also have offices at such other places both within and without the State of Illinois as the Board of Directors may from time to time determine or the business of the Corporation may require.

Article 2
SHAREHOLDERS

Section 2.1Annual Meeting.  Except as the Board of Directors of the Corporation may otherwise provide by resolution duly adopted pursuant to the authority granted hereby, the annual meeting of shareholders of the Corporation shall be held each year on the first Monday of December 31, commencing at the hour of 10:00 A.M., for the purpose of electing directors and for the transaction of such other business as may properly come before the meeting.  If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day.  [BCA §7.05]

Section 2.2Special Meetings.  Special meetings of the shareholders may be called by the President, by the Board of Directors, or by the holders of not less than one-fifth of all the outstanding shares of the Corporation entitled to vote on the matter for which the special meeting is called.  [BCA §7.05]

Section 2.3Place of Meeting.  The Board of Directors may by resolution designate any place, either within or without the State of Illinois, as the place of meeting for any annual meeting of shareholders or for any special meeting called by the Board of Directors or by the President, and may designate any place within the State of Illinois for any special meeting called by shareholders.  A waiver of notice signed by all shareholders may designate any place, either within or without the State of Illinois, as the place for the holding of any meeting.  If no designation of a meeting place is made, or if a special meeting be otherwise called, the place of meeting shall be the registered office of the Corporation in the State of Illinois, except as otherwise provided in Section 2.5 of these By-Laws.  [BCA §7.05]

Section 2.4Notice of Meeting.  Written notice stating the place, day and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, or, in the case of a merger, consolidation, share exchange, dissolution, or sale, lease or exchange of assets requiring shareholder approval, not less than twenty (20) nor more than sixty (60) days before the date of the meeting, either personally or by mail, by or at the direction of the President, or the Secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting.  If mailed, such notice shall be deemed to

be delivered when deposited in the United States mail, addressed to the shareholder at his or her address as it appears on the records of the Corporation, with postage thereon prepaid.  [BCA §7.15]

Section 2.5Meeting Of All Shareholders.  If all of the shareholders shall meet at any time and place, either within or without the State of Illinois, and consent to the holding of a meeting at such time and place, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken.  [BCA §7.20]

Section 2.6Fixing of Record Date.  For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders, or shareholders entitled to receive payment of any dividend or distribution, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the Corporation may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than sixty (60) days immediately preceding the date of the meeting, payment or other transaction, and, for a meeting of shareholders, not less than ten (10) days, or in the case of a merger, consolidation, share exchange, dissolution, or sale, lease or exchange of assets requiring shareholder approval, not less than twenty (20) days, immediately preceding such meeting.  If no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend or other distribution, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend or distribution is adopted, as the case may be, shall be the record date for such determination of shareholders.  When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this Section 2.6, such determination shall apply to any adjournment thereof.  [BCA §7.25]

Section 2.7Voting Lists.  The officer or agent having charge of the transfer books and records for shares of the Corporation shall make, within twenty (20) days after the record date for a meeting of shareholders or ten (10) days before such meeting, whichever is earlier, a complete list of the shareholders entitled to vote at such meeting, arranged in alphabetical order, with the address of and the number of shares held by each, which list, for a period of ten (10) days prior to such meeting, shall be kept on file at the registered office of the Corporation and shall be subject to inspection by any shareholder, and to copying at the shareholder’s expense, at any time during usual business hours.  Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting.  The original share ledger or transfer book, or a duplicate thereof kept in Illinois, shall be prima facie evidence as to who are the shareholders entitled to examine such list or share ledger or transfer book, or to vote at any meeting of shareholders.  Failure to comply with the requirements of this Section 2.7 shall not affect the validity of any action taken at such meeting.  An officer or agent having charge of the transfer books or records who shall fail to prepare the list of shareholders, or keep the same on file for a period of ten (10) days, or produce and keep the same open for inspection at the meeting, as provided in this Section 2.7, shall be liable to any shareholder suffering damage on account of such failure, to the extent of such damage as provided by law.  [BCA §7.30]

Section 2.8Quorum of Shareholders.  A majority of the outstanding shares of the Corporation entitled to vote on a matter, represented in person or by proxy, shall constitute a

2

quorum for consideration of such matter at a meeting of shareholders.  If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on a matter shall be the act of the shareholders, unless the vote of a greater number or voting by classes is required by the Illinois Business Corporation Act of 1983, by the Corporation’s Articles of Incorporation, or by these By-Laws.  [BCA §7.60]

Section 2.9Proxies.  A shareholder may appoint a proxy to vote or otherwise act for him or her by signing an appointment form and delivering it to the person so appointed.  No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy.  Every proxy continues in full force and effect until revoked by the person executing it prior to the vote pursuant thereto, except as otherwise provided in this Section 2.9 and in Section 7.50 of the Illinois Business Corporation Act of 1983.  Such revocation may be effected by a writing delivered to the Corporation stating that the proxy is revoked or by a subsequent proxy executed by, or by attendance at the meeting and voting in person by, the person executing the proxy.  The dates contained on the forms of proxy presumptively determine the order of execution, regardless of any postmark dates on envelopes in which they are mailed.  An appointment of a proxy is revocable by the shareholder unless the appointment form conspicuously states that it is irrevocable and the appointment is coupled with an interest in the shares or in the Corporation generally.  Unless the appointment of a proxy contains an express limitation on the proxy’s authority, the Corporation may accept the proxy’s vote or other action as that of the shareholder making the appointment.  [BCA §7.50]

Section 2.10Voting of Shares.  Each outstanding share of the Corporation shall be entitled to one vote in each matter submitted to a vote by the shareholders, except as the Illinois Business Corporation Act of 1983 and the Corporation’s Articles of Incorporation may otherwise limit or deny voting rights or provide special voting rights as to any class or classes or series of shares.  [BCA §7.40]

Section 2.11Voting of Shares by Certain Holders.  Shares of its own stock belonging to this Corporation shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining the total of outstanding shares at any given time, but shares of the Corporation held by the Corporation in a fiduciary capacity may be voted and shall be counted in determining the total number of outstanding shares entitled to vote at any given time.

Shares registered in the name of another corporation, domestic or foreign, may be voted by any officer, agent, proxy or other legal representative authorized to vote such shares under the law of incorporation of such corporation.  The Corporation may treat the president or other person holding the position of chief executive officer of such other corporation as authorized to vote such shares, together with any other person indicated and any other holder of an office indicated by the corporate shareholder to the Corporation as a person or office authorized to vote such shares.  Such persons and offices indicated shall be registered by the Corporation on the transfer books for shares and included in any voting list prepared in accordance with Section 2.7 of these By-Laws.

Shares registered in the name of a deceased person, a minor ward or a person under legal disability may be voted by his or her administrator, executor or court appointed guardian, either in person or by proxy without a transfer of such shares into the name of such administrator,

3

executor or court appointed guardian.  Shares registered in the name of a trustee may be voted by him or her, either in person or by proxy.

Shares registered in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his or her name if authority so to do is contained in an appropriate order of the court by which such receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.  [BCA §7.45]

Section 2.12Voting by Ballot; Inspectors.  Voting by shareholders on any matter or in any election may be viva voce unless the chairman of the meeting shall order, or any shareholder entitled to vote thereon shall demand, that voting be by ballot.

At any meeting of shareholders, the chairman of the meeting may, or upon the request of any shareholder shall, appoint one or more persons as inspectors for such meeting.  Such inspectors shall ascertain and report the number of shares represented at the meeting, based upon their determination of the validity and effect of proxies; count all votes and report the results; and do such other acts as are proper to conduct the election and voting with impartiality and fairness to all the shareholders.  Each report of an inspector shall be in writing and signed by him or her or by a majority of them if there be more than one inspector acting at such meeting.  If there is more than one inspector, the report of a majority shall be the report of the inspectors.  The report of the inspector or inspectors on the number of shares represented at the meeting and the results of the voting shall be prima facie evidence thereof.  [BCA §7.35]

Section 2.13Informal Action by Shareholders.  Any action required to be taken at any annual or special meeting of shareholders of the Corporation, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting and without a vote, if a consent in writing, setting forth the action so taken, shall be signed (i) by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voting or (ii) by all of the shareholders entitled to vote with respect to the subject matter thereof.  If such consent is signed by less than all of the shareholders entitled to vote, then such consent shall become effective only if, at least five (5) days prior to the execution of the consent, a notice of the proposed action is delivered in writing to all of the shareholders entitled to vote with respect to the subject matter thereof and, after the effective date of the consent, prompt notice of the taking of the action without a meeting by less than unanimous written consent shall be delivered in writing to those shareholders who have not consented in writing.  [BCA §7.10]

Article 3
DIRECTORS

Section 3.1General Powers.  The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.  [BCA §8.05]

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Section 3.2Number, Tenure and Resignation.  The number of directors of the corporation shall be a minimum of one and a maximum of five.  The number of directors may be increased or decreased from time to time by resolution of shareholders or directors, without further amendment to the By-Laws within the minimum and the maximum provided in this section; provided, however, that no decrease in the number of directors shall have the effect of shortening the term of any incumbent director.  Each director shall hold office until the last to occur of the next annual meeting of shareholders or until his or her successor is elected and has qualified.  A director may resign at any time by written notice to the board, its chairman, or the president or secretary of the corporation.  The resignation is effective on the date it bears, or its designated effective date.

Section 3.3Regular Meetings.  A regular meeting of the Board of Directors shall be held without other notice than this By-Law, immediately after, and at the same place as, the annual meeting of shareholders.  The Board of Directors may provide, by resolution, the time and place, either within or without the State of Illinois, for the holding of additional regular meetings without other notice than such resolution.  [BCA §§8.20, 8.25]

Section 3.4Special Meetings.  Special meetings of the Board of Directors may be called by or at the request of the President or any two directors.  The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of Illinois, as the place for holding any special meeting of the Board of Directors called by them.  [BCA §§8.20, 8.25]

Section 3.5Notice.  Notice of any special meeting shall be given at least three days previous thereto by written notice delivered personally or by telegram or mailgram to each director at his or her business address, or given at least five (5) days previous thereto if mailed.  If mailed, such notice shall be deemed to be delivered on the second day following the date on which it was deposited in the United States mail so addressed, with proper postage thereon prepaid.  If notice be given by telegram or mailgram, such notice shall be deemed to be delivered when the telegram or mailgram is delivered to the telegraph company.  Any director may waive notice of any meeting by executing a written waiver of notice.  The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.  [BCA §8.25]

Section 3.6Quorum.  A majority of the number of directors fixed by these By-Laws shall constitute a quorum for transaction of business at any meeting of the Board of Directors, provided, that if less than a majority of such number of directors is present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.  [BCA §8.15 (a)]

Section 3.7Manner Of Action.  The act of the majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.  [BCA §8.15 (c)]

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Section 3.8Vacancies.  Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of directors may be filled by election at an annual meeting or at a special meeting of shareholders called for that purpose.  In the absence of a special meeting of shareholders, the Board of Directors may fill the vacancy, except as otherwise specified in the Articles of Incorporation.  A director elected by the shareholders to fill a vacancy shall hold office for the balance of the term for which he or she was elected.  A director appointed to fill a vacancy shall serve until the next meeting of shareholders at which directors are to be elected.  [BCA §8.30]

Section 3.9Removal Of Directors.  One or more of the directors may be removed, with or without cause, at a meeting of shareholders by the affirmative vote of the holders of a majority of the outstanding shares then entitled to vote at an election of directors, except that:

No director shall be removed at a meeting of shareholders unless the notice of such meeting shall state that a purpose of the meeting is to vote upon the removal of one or more directors named in the notice.  Only the named director or directors may be removed at such meeting.

Section 3.10Compensation.  Except as otherwise provided in any written agreement and except as otherwise set forth below, the Board of Directors, by the affirmative vote of a majority of directors then in office, and irrespective of any personal interest of any of its members, shall have authority to establish reasonable compensation of all directors for services to the Corporation as directors, officers or otherwise.  [BCA §8.05 (b)] By resolution of the Board of Directors, the directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors.  In the event the Internal Revenue Service shall determine any such compensation paid to a director to be unreasonable or excessive, such director must repay to the Corporation the excess over what is determined to be reasonable compensation, with interest on such excess at the rate of nine percent (9%) per annum, within ninety (90) days after notice from the Corporation.

Section 3.11Presumption Of Assent.  A director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be conclusively presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting or unless he or she shall file his or her written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered or certified mail to the Secretary of the Corporation immediately after the adjournment of the meeting.  Such right to dissent shall not apply to a director who voted in favor of such action.  [BCA §8.65 (b)]

Section 3.12Informal Action By Directors.  Unless specifically prohibited by the Articles of Incorporation or by these By-Laws, any action required to be taken at a meeting of the Board of Directors, or any other action which may be taken at a meeting of the Board of Directors or of a committee thereof, may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the directors entitled to vote with respect to the subject matter thereof, or by all the members of such committee, as the case may be.  The consent shall be evidenced by one or more written approvals, each of which sets forth the action taken and bears the signature of one or more directors.  All the approvals evidencing the consent

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shall be delivered to the Secretary to be filed in the corporate records.  The action taken shall be effective when all the directors have approved the consent unless the consent specifies a different effective date.  Any such consent signed by all the directors or all the members of a committee shall have the same effect as a unanimous vote.  [BCA §8.45]

Section 3.13Participation By Conference Telephone.  Members of the Board of Directors or of any Committee of the Board of Directors may participate in and act at any meeting of the Board of Directors or any committee through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other.  Participation in such meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating.  [BCA §8.45]

Section 3.14Committees.  A majority of the directors may create one or more committees and appoint members of the Board of Directors to serve on such committee or committees.  Each committee shall have two or more members, who serve at the pleasure of the Board of Directors.

Unless the appointment by the Board of Directors requires a greater number, a majority of any committee shall constitute a quorum and a majority of a quorum is necessary for committee action.  A committee may act by unanimous consent in writing without a meeting and, subject to the provisions of these By-Laws or action by the Board of Directors, such committee, by majority vote of its members, shall determine the time and place of meetings and the notice required therefor.

To the extent specified by the Board of Directors, each committee may exercise the authority of the Board of Directors under Section 3.1 of these By-Laws; provided, however, that a committee may not:

(a)authorize distributions;

(b)approve or recommend to shareholders any act which is required to be approved by shareholders;

(c)fill vacancies on the Board of Directors or on any of its committees;

(d)elect or remove officers or fix the compensation of any member of the committee;

(e)adopt, amend or repeal these By-Laws;

(f)approve a plan of merger not requiring shareholder approval;

(g)authorize or approve reacquisition of shares, except according to a general formula or method prescribed by the Board of Directors;

(h)authorize or approve the issuance or sale, or contract for sale, of shares or determine the designation and relative rights, preferences and limitations of a series of shares, except that the Board of Directors may direct a committee to fix the specific terms of the

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issuance or sale or contract for sale or the number of shares to be allocated to particular employees under an employee benefit plan; or

(i)amend, alter, repeal or take action inconsistent with any resolution or action of the Board of Directors when the resolution or action of the Board of Directors provides by its terms that it shall not be amended, altered or repealed by action of a committee.  [BCA §8.40]

Section 3.15Director Conflict of Interest.  If a transaction is fair to the Corporation at the time it is authorized, approved or ratified, the fact that a director of the Corporation is directly or indirectly a party to the transaction is not grounds for invalidating the transaction.

In a proceeding contesting the validity of a transaction described in the preceding paragraph, the person asserting validity has the burden of proving fairness unless:

(1)the material facts of the transaction and the director’s interest or relationship were disclosed or known to the Board of Directors or a committee of the Board of Directors and the Board of Directors or committee authorized, approved or ratified the transaction by the affirmative votes of a majority of disinterested directors, even though the disinterested directors be less than a quorum; or

(2)the material facts of the transaction and the director’s interest or relationship were disclosed or known to the shareholders entitled to vote and they authorized, approved or ratified the transaction without counting the vote of any shareholder who was an interested director.

The presence of the director, who is directly or indirectly a party to the transaction described in the first paragraph of this section, or a director who is otherwise not disinterested, may be counted in determining whether a quorum is present but may not be counted when the Board of Directors or a committee of the Board of Directors takes action on the transaction.

A director is “indirectly” a party to a transaction if the other party to the transaction is an entity in which the director has a material financial interest or of which the director is an officer, director or general partner.  [BCA §8.60]

Article 4
OFFICERS

Section 4.1Number.  The officers of the Corporation shall be a President, one or more Vice Presidents (the number thereof to be determined by the Board of Directors), a Secretary, and a Treasurer, and such Assistant Secretaries, Assistant Treasurers or other officers as may be elected or appointed by the Board of Directors.  Any two or more offices may be held by the same person.  All officers and agents of the Corporation shall have such express authority and perform such duties in the management of the property and affairs of the Corporation as may be provided herein, or as may be determined by resolution of the Board of Directors not inconsistent with these By-Laws, and such implied authority as is recognized by the common law from time to time.  [BCA §8.50]

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Section 4.2Election and Term of Office.  The officers of the Corporation shall be elected by the Board of Directors at the first meeting of the Board of Directors and thereafter at each annual meeting of the Board of Directors.  The Board of Directors may create and fill new offices at annual or special meetings.  If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as is convenient.  Each officer shall hold office until his or her successor shall have been duly elected and shall have qualified or until his or her death or until he or she shall resign or shall have been removed in the manner hereinafter provided.  Election or appointment of an officer or agent shall not of itself create contract rights.  [BCA §8.50)

Section 4.3Removal.  Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.  [BCA §8.55]

Section 4.4Vacancies.  A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, or because of the creation of an office, may be filled by the Board of Directors for the unexpired portion of the term.

Section 4.5The President.  The President shall be the principal executive officer of the Corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the Corporation.  He or she shall preside at all meetings of the shareholders and of the Board of Directors.  He or she may sign, with the Secretary or any other officer of the Corporation thereunto authorized by the Board of Directors, certificates for shares of the Corporation, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has authorized to be executed on behalf of the Corporation, except incases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these By-Laws to some other officer or agent of the Corporation or to the President alone, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.  [BCA §8.50]

Section 4.6The Vice-Presidents.  In the absence of the President or in the event of his or her inability or refusal to act, the Vice-President (including one or more Executive Vice Presidents and one or more Senior Vice Presidents if deemed appropriate by the Board, or in the event there be more than one Vice President, the Vice-Presidents in the order designated, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.  Any Vice-President may sign, with the Secretary or an Assistant Secretary, certificates for shares of the Corporation, and shall perform such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.  [BCA §8.50]

Section 4.7The Secretary.  The Secretary shall: (a) keep, or supervise and be responsible for the keeping of, the minutes and records of all meetings and official actions of the shareholders and of the Board of Directors, and any committees of the Board of Directors in one or more books provided for that purpose; (b) see that all notices of such meetings are duly given or waivers of notice obtained in accordance with the provisions of these By-Laws or as required

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by law; (c) be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all certificates for shares prior to the issuance thereof and to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these By-Laws; (d) keep a register of the post office address of each Shareholder which shall be furnished to the Secretary by such shareholder; (e) sign with the President, or a Vice President, certificates for shares of the Corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books and records of the Corporation; (g) have the authority to certify the By-Laws, resolutions of the Board of Directors and committees thereof, and other documents of the Corporation as true and correct copies thereof; and (h) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.  [BCA §8.50]

Section 4.8The Treasurer.  If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his or her duties in sum and with such surety or sureties as the Board of Directors shall determine.  He or she shall: (a) have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of Article 6 of these By-Laws; and (b) in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.  [BCA §8.50]

Section 4.9Assistant Secretaries and Assistant Treasurers.  The Assistant Secretaries as thereunto authorized by the Board of Directors may sign with the President or a Vice-President certificates for shares of the Corporation, the issuance of which shall have been authorized by a resolution of the Board of Directors.  The Assistant Treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine.  The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties and exercise such authority as shall be assigned or granted to them by the Secretary or the Treasurer, respectively, or by the President or the Board of Directors.  [BCA §8.50]

Section 4.10Salaries.  Except as otherwise provided in any written employment agreement duly executed on behalf of the Corporation and except as otherwise set forth below, the compensation (including salaries and benefits) of the officers shall be fixed from time to time by resolution of the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he or she is also a director of the Corporation.  [RCA §8.50] In the event the Internal Revenue Service shall determine any such compensation (including any fringe benefit) paid to an officer to be unreasonable or excessive, such officer must repay to the Corporation the excess over what is determined to be reasonable compensation, with interest on such excess at the rate of nine percent (9%) per annum, within ninety (90) days after notice from the Corporation.

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Article 5
INDEMNIFICATION OF OFFICERS, DIRECTORS,
EMPLOYEES AND AGENTS; INSURANCE

Section 5.1Indemnification of Directors and Officers.  The corporation shall, to the fullest extent to which it is empowered to do so and in accordance with the procedures required by the Illinois Business Corporation Act of 1983 or any other applicable laws, as may from time to time be in effect, indemnify any person who was or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against all expenses, including attorneys’ fees, judgments, fines and amounts incurred by him or her in connection with such action, suit or proceeding.

Section 5.2Contract with the Corporation.  The provisions of Section 5.1 of this Article shall be deemed to be a contract between the corporation and each director or officer who serves in any such capacity at any time while said Section 5.1 and the relevant provisions of the Illinois Business Corporation Act of 1983 or other applicable laws, if any, are in effect, and any repeal or modification of any such law or of said Section 5.1 shall not affect any state of facts then or theretofore existing or any action, suit or proceeding theretofore existing or thereafter brought or threatened based in whole or in part upon any such state of facts.  In the event a person entitled to indemnification under this Article claims indemnification, the corporation shall take all required action to bring about a prompt and good faith determination of such person’s right to indemnification hereunder.

Section 5.3Indemnification of Employees and Agents.  Persons who are not covered by the foregoing provisions of this Article and who are or were employees or agents of the corporation, or are or were serving at the request of the corporation as employees or agents of another corporation, joint venture, partnership, trust or other enterprise, may be indemnified to the extent the corporation is empowered to do so by the Illinois Business Corporation Act of 1983 or any other applicable laws, when and as authorized at any time from time to time by the board of directors in its sole discretion.

Section 5.4Advance of Expenses.  Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of a written agreement by or on behalf of a director and an officer to undertake to repay such amount, unless it shall ultimately be determined that he or she is entitled to be indemnified by the corporation as authorized in this article.  The provisions of this Section shall apply to employees or agents when the board of directors has authorized such indemnification under the provision of Section 5.3 hereof.

Section 5.5Other Rights of Indemnification.  The indemnification and advancement of expenses provided or permitted by this Article or granted under the Act shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled by law, agreement or otherwise, and shall continue as to a person who ceased to

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be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person.

Section 5.6Liability Insurance.  The corporation shall have the power to purchase and maintain, on behalf of any person who is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, insurance against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such whether or not the corporation would have the power to indemnify such person against such liability under the provisions of this Article.

Section 5.7Report to Shareholders.  If, pursuant to this Article 5, the corporation has paid to indemnify or has advanced expenses to a director, officer, employee, or agent, the corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next shareholders’ meeting.

Article 6
CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 6.1Contracts.  The Board of Directors may expressly authorize any officer or officers and agent or agents of the Corporation to enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation, and such authority may be general or confined to specific instances.  [BCA §8.50]

Section 6.2Loans.  All loans contracted on behalf of the Corporation and all evidence of indebtedness issued in the Corporation’s name shall be authorized by resolution of the Board of Directors.  Such authority may be general or confined to specific instances.

Section 6.3Pledges of Property and Assets.  The pledge of all, or substantially all, the property and assets of the Corporation in the usual and regular course of business may be authorized by the Board of Directors upon such terms and conditions as the Board of Directors deems necessary or desirable, without authorization or consent of the shareholders of the Corporation.  [BCA §11.55]

Section 6.4Checks, Drafts, Etc.  All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 6.5Deposits.  All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositaries as the Board of Directors may select.

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Article 7
SHARES AND THEIR TRANSFER

Section 7.1Consideration for Shares.  Shares may be issued for such consideration as shall be authorized from time to time by the Board of Directors through action which establishes a price in cash or other consideration, or both, or a minimum price or a general formula or method by which the price can be determined.  Upon authorization by the Board of Directors, the Corporation may issue its own shares in exchange for or in conversion of its outstanding shares, or may distribute its own shares pro rata to its shareholders or the shareholders of one or more classes or series to effectuate dividends or splits, and any such transactions shall not require consideration; provided, that no such issuance of shares of any class or series shall be made to the holders of shares of any other class or series unless it is either expressly provided for in the Articles of Incorporation or authorized by an affirmative vote of the holders of at least a majority of the outstanding shares of the class or series in which the distribution is to be made.  [BCA §6.25]

Section 7.2Payment for Shares.  The consideration for the issuance of shares shall be paid, in whole or in part, in money, in other property, tangible or intangible, or in labor or services actually performed for the Corporation, as determined by the Board of Directors.  When payment of the consideration for which shares are to be issued shall have been received by the Corporation, such shares shall be deemed to be fully paid and non-assessable.  In the absence of actual fraud in the transaction, and subject to the provisions of the Business Corporation Act of 1983, the judgment of the Board of Directors or the shareholders, as the case may be, as to the value of the consideration received for shares shall be conclusive.  [BCA §6.30)

Section 7.3Shares Represented by Certificates.  Except as otherwise provided pursuant to this Article 7, the issued shares of the Corporation shall be represented by certificates.  Certificates shall be signed by the appropriate corporate officers and may be sealed with the seal, or a facsimile of the seal, of the Corporation.  In case the seal of the Corporation is changed after the certificate is sealed with the seal or a facsimile of the seal of the Corporation, but before it is issued, the certificate may be issued by the Corporation with the same effect as if the seal had not been changed.  If a certificate is countersigned by a transfer agent or registrar, other than the Corporation itself or its employee, any other signatures or countersignatures on the certificate may be facsimiles.  In case any officer of the Corporation, or any officer or employee of the transfer agent or registrar who has signed, or whose facsimile signature has been placed upon, such certificate ceases to be an officer of the Corporation, or an officer or employee of the transfer agent or registrar, before such certificate is issued, the certificate may be issued by the Corporation with the same effect as if the officer of the Corporation, or the officer or employee of the transfer agent or registrar, had not ceased to be such at the date of its issue.

Every certificate representing shares issued by the Corporation at a time when the Corporation is authorized to issue shares of more than one class shall set forth upon the face or back of the certificate a full summary or statement of all of the designations, preferences, qualifications, limitations, restrictions and special or relative rights of the shares of each class authorized to be issued, and, if the Corporation is authorized to issue any preferred or special class in series, the variations in the relative rights and preferences between the shares of each such series so far as the same have been fixed and determined, and the authority of the Board of

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Directors to fix and determine the relative rights and preferences of subsequent series.  Such statement may be omitted from the certificate if it shall be set forth upon the face or back of the certificate that such statement, in full, will be furnished by the Corporation to any shareholder upon request and without charge.

Each certificate representing shares shall also state:

(a)That the Corporation is organized under the laws of Illinois;

(b)The name of the person to whom issued; and

(c)The number and class of shares, and the designation of the series, if any, which such certificate represents;

No certificate shall be issued for any share until such share is fully paid.  [BCA §6.35]

Section 7.4Uncertificated Shares.  The Board of Directors of the Corporation may provide by resolution that some or all of any or all classes and series of its shares shall be uncertificated shares, provided that such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation.  Within a reasonable time after the issuance or transfer of uncertificated shares, the Corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to this Article 7.  Except as otherwise expressly provided by law, the rights and obligations of the holders of uncertificated shares and the rights and obligations of holders of certificates representing shares of the same class and series shall be identical.  [BCA §6.35]

Article 8
FISCAL YEAR

Except as the Board of Directors of the Corporation may otherwise provide by resolution duly adopted pursuant to the authority granted hereby, the fiscal year of the Corporation shall begin on the first day of January in each year and end on the last day of December 31 in each year.

Article 9
DIVIDENDS

The Board of Directors may from time to time declare or effect, and the Corporation may pay or make dividends on its outstanding shares or other distributions to shareholders, including without limitation purchases of shares of the Corporation, subject in each case to any and all terms, conditions, preferences and restrictions provided by law, by the Articles of Incorporation and by any binding contract or instrument duly executed on behalf of the Corporation.  [BCA §§9.05, 9.10]

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Article 10
SEAL

The Board of Directors may provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the Corporation and the words “Corporate Seal, Illinois.” [BCA §3.10]

Article 11
WAIVER OF NOTICE

Whenever any notice whatever is required to be given to any shareholder or director of the Corporation under the provisions of these By-Laws or under the provisions of the Articles of Incorporation or under the Illinois Business Corporation Act of 1983, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.  Attendance at any meeting shall constitute waiver of notice thereof unless the person at the meeting objects to the holding of the meeting because proper notice was not given.  [BCA §7.20]

Article 12
AMENDMENTS TO THE BY-LAWS

The By-Laws of the Corporation may be made, altered, amended or repealed by the shareholders or the Board of Directors of the Corporation, but, if such By-Law expressly so provides, no By-Law adopted by the shareholders may be altered, amended or repealed by the Board of Directors.  These By-Laws may be altered or amended to contain any provisions for the regulation and management of the affairs of the Corporation not inconsistent with law or with the Articles of Incorporation.  [BCA §2.25]

Article 13
STATUTORY REFERENCES

The statutory references in these By-Laws to the “Business Corporation Act of 1983” refer, except where the context otherwise requires, to the Illinois Business Corporation Act of 1983, as amended from time to time.  The citations to sections of the BCA appearing in brackets throughout the text of these By-Laws are for convenience of reference only, are not made a part hereof, shall not be construed as incorporating the referenced provisions of the law into these By-Laws, and shall not be deemed in any way to alter, affect or qualify the meaning or effect of these By-Laws as written and adopted.

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EX-3.139

Exhibit 3.139

ARTICLES OF INCORPORATION

OF

PINELLAS AMBULANCE SERVICE, INC.

The undersigned subscribers to these Articles of Incorporation, each a natural person competent to contract, hereby associate themselves together to form a corporation under the laws of the State of Florida.

ARTICLE I.

NAME

The name of this corporation is: PINELLAS AMBULANCE SERVICE, INC.

ARTICLE II.

NATURE OF BUSINESS

The general nature of the business to be transacted by this corporation is: To engage in the invalid carriage service of transferring invalid people between nursing homes, hospitals, clinics, etc., and in any activity or business permitted under the laws of the United States and of this State.

ARTICLE III.

CAPITAL STOCK

The maximum number of shares of stock this corporation is authorized to have outstanding at any one time is TEN THOUSAND (10,000) shares of common stock having a nominal or par value of TEN CENTS ($.10) per share.

ARTICLE IV.

INITIAL CAPITAL

The amount of capital with which this corporation will begin business is ONE THOUSAND ($1,000.00) DOLLARS.

ARTICLE V.

TERM OF EXISTENCE

This corporation is to exist perpetually.

ARTICLE VI.

ADDRESS

The initial post office address of the principal office of this corporation in the State of Florida is 4756 Central Avenue, St. Petersburg, Florida 33710. The Board of Directors may from time to time move the principal office to any other address in Florida.

ARTICLE VII.

DIRECTORS

This corporation shall have three (3) Directors, initially. The number of Directors may be increased or diminished from time to time by by-laws adopted by the stockholders, but shall never be less than three (3).

ARTICLE VIII.

INITIAL DIRECTORS

The names and post office addresses of the members of the first Board of Directors are:

NAME	ADDRESS
Clarence Presley Foster, Jr.	2912 NE 18th Drive, Gainesville, Florida
Clinton Jackson Phillips, II	4756 Central Avenue, St. Petersburg, Florida
J. Emory Cross	215 NW 10th Avenue, Gainesville, Florida

ARTICLE IX.

SUBSCRIBERS

The name and post office address of each subscriber of these Articles of Incorporation, the number of shares of stock each agrees to take and the value of the consideration therefore are:

NAME	ADDRESS	SHARES	CONSIDERATION
Clarence Presley	2912 NE 18th Drive	3,000	$	300.00
Foster, Jr.	Gainesville, Florida
Clinton Jackson	4756 Central Avenue	3,000	300.00
Phillips, II	St. Petersburg, Fla.

ARTICLE X.

RESIDENT AGENT

J. EMORY CROSS is hereby designated as Resident Agent for the purpose of accepting service of process upon this corporation and his street address is 215 NW 10th Avenue, Gainesville, Florida 32601.

ARTICLE XI.

AMENDMENTS

These Articles of Incorporation may be amended in the manner provided by law. Every amendment shall be approved at a stockholders meeting by a majority vote of the Stock entitled to vote thereon.

IN WITNESS WHEREOF, the Subscribers hereto have signed these Articles of Incorporation and affixed their seals this 7 day of September, 1972.

/s/ Clarence Presley Foster, Jr.	(SEAL)
CLARENCE PRESLEY FOSTER, JR.
/s/ Clinton Jackson Phillips, II	(SEAL)
CLINTON JACKSON PHILLIPS, II

STATE OF FLORIDA

COUNTY OF ALACHUA

I HEREBY CERTIFY that on this day, before me, a Notary Public duly authorized in the State and County named above to take acknowledgements, personally appeared CLARENCE PRESLEY FOSTER, JR., to me known to be the person described as one of the Subscribers in and who executed the foregoing Articles of Incorporation and acknowledged before me that he subscribed to those Articles of Incorporation.

WITNESS my hand and official seal in the State and County named above this 7 day of September, 1972.

/s/  X

Notary Public

My Commission Expires:

STATE OF FLORIDA

COUNTY OF ALACHUA

I HEREBY CERTIFY that on this day, before me, a Notary Public duly authorized in the State and County named above to take acknowledgements, personally appeared CLINTON JACKSON PHILLIPS, II, to me known to be the person described as one of the Subscribers in and who executed the foregoing Articles of Incorporation and acknowledged before me that he subscribed to those Articles of Incorporation.

WITNESS my hand and official seal in the State and County named above this 7 day of September, 1972.

/s/  X

Notary Public

My Commission Expires:

ACCEPTANCE BY RESIDENT AGENT

I hereby accept the responsibilities designated to me as Resident Agent for the above corporation.

Dated this 2 day of September, 1972.

/s/ J. Emory Cross

J. EMORY CROSS

AMENDMENT TO ARTICLES OF INCORPORATION

OF

PINELLAS AMBULANCE SERVICE, INC.

I, the undersigned sole stockholder of PINELLAS AMBULANCE SERVICE, INC., whose Articles of Incorporation were filed with the Secretary of State of the State of Florida on July 15, 1973, hereby manifest my intention that the Articles of Incorporation be amended in accordance with the proposed Amendment set forth herein, pursuant to the provisions of Section 607.181(4), Florida Statutes; and I do hereby request the approval thereof by the Secretary of State; and I do hereby certify that there are no other stockholders of PINELLAS AMBULANCE SERVICE, INC.

The provisions of Article VII of the Articles of Incorporation are hereby deleted in their entirety and the following inserted in lieu thereof:

VII.

BOARD OF DIRECTORS

The Board of Directors of this corporation shall consist of not less than one (1) nor more than fifteen (15) members, the exact number of directors to be fixed from time to time by the stockholders or the By-Laws. The business and affairs of this corporation shall be managed by the Board of Directors, which may exercise all such powers of this corporation and do all such lawful acts and things as are not by law directed or required to be exercised or done only by the stockholders. The transaction of business of the corporation by the Board of Directors shall be governed by the provisions of the By-Laws of this corporation. Directors need not be stockholders. The stockholders of this corporation may remove any director from office at any time with or without cause.

IN WITNESS WHEREOF, this Amendment to Articles of Incorporation of Pinellas Ambulance Service, Inc., has been duly executed by the sole stockholder of such corporation this 20 day of November, 1985.

/s/ Clarence P. Foster, Jr.

CLARENCE P. FOSTER, JR.

THE FOREGOING AMENDMENT having been adopted in accordance with the requirements of Chapter 607 of the Florida Statutes, the corporation has caused its President and Secretary to execute on behalf of the corporation these Articles of Amendment this 20 day of November, 1985.

ATTEST:	PINELLAS AMBULANCE SERVICE. INC.
/s/ Rhonda S. Foster	By:	/s/ Clarence P. Foster, Jr.
Rhonda S. Foster,		Clarence P. Foster, Jr.,
Secretary		President

STATE OF FLORIDA

COUNTY OF PINELLAS

THE FOREGOING INSTRUMENT was acknowledged before me this 20 day of November, 1985, by CLARENCE P. FOSTER, JR., President, and RHONDA S. FOSTER, Secretary, respectively, of PINELLAS AMBULANCE SERVICE, INC., a Florida corporation, on behalf of such corporation.

/s/  X

NOTARY PUBLIC

My Commission Expires:

ARTICLES OF AMENDMENT

TO

ARTICLES OF INCORPORATION

OF

PINELLAS AMBULANCE SERVICE, INC.

Pursuant to Section 607.187 of the General Corporation Act of Florida, the undersigned corporation adopts these Articles of Amendment to its Articles of Incorporation:

FIRST: The name of the corporation is Pinellas Ambulance Service, Inc.

SECOND: The Certificate of Incorporation of this corporation is amended by changing the article numbered “FIRST” so that, as amended, said article shall read as follows:

“FIRST” The name of the corporation is Medic One Ambulance Service, Inc.

THIRD: The amendment of the Articles of Incorporation of the corporation set forth above was adopted by the Board of Directors and approved by the stockholders on February 5, 1987.

SIGNED This 5 day of February, 1987.

PINELLAS AMBULANCE SERVICE, INC.
By:	/s/ Lee Cox
	LEE COX, President

ATTEST:

/s/ Bettye D. Daugherty

BETTYE D. DAUGHERTY, Secretary

STATE OF TENNESSEE	)
COUNTY OF DAVIDSON	)

I HEREBY CERTIFY that on this 5 day of February, 1987, before me a Notary Public in and for Davidson County, Tennessee, Personally appeared Lee Cox and Bettye D. Daugherty and acknowledged themselves to be President and Secretary, respectively of Pinellas Ambulance Service, Inc. and that they executed the foregoing Articles of Amendment to Articles of Incorporation of the corporation as its President and Secretary.

Witness my hand and official seal in the county and state last aforesaid this 5 day of February, 1987.

/s/  X

Notary Public

My Commission Expires: 12-19-89

ARTICLES OF AMENDMENT

OF

MEDIC ONE AMBULANCE SERVICE, INC.

To the Department of State

State of Florida

Pursuant to the provisions of Section 607.1006 of the Florida Business Corporation Act, the corporation hereinafter named (the “corporation”) does hereby adopt the following Articles of Amendment.

1.    The name of the corporation is Medic One Ambulance Service, Inc.

2.    Article I of the Articles of Incorporation of the corporation is hereby amended so as henceforth to read as follows:

“ARTICLE I.

NAME

The name of this Corporation is: LifeFleet. Inc.”

3.    The date of adoption of the aforesaid amendment was October 11, 1990.

4.    The designation of the voting group of shareholders entitled to vote on the said amendment is all holders of issued and outstanding Common Stock.

5.    The said number of votes cast for the said amendment by the said voting group was sufficient for the approval thereof.

6.    The effective time and date of these Articles of Amendment shall be the date and time of filing.

Executed on October 11, 1990

Medic One Ambulance Service, Inc.

/s/ M. Theodore Inouye

M. Theodore Inouye,

Chief Financial Officer and Treasurer

WPN: 6703Q

ARTICLES OF AMENDMENT

OF

LIFEFLEET, INC.

To the Department of State

State of Florida

Pursuant to the provisions of Section 607.1006 of the Florida Business Corporation Act, the corporation hereinafter named (the “Corporation”) does hereby adopt the following Articles of Amendment.

1.    The name of the Corporation is LifeFleet, Inc.

2.    Article I of the Articles of Incorporation of the Corporation is hereby amended so as henceforth to read as follows:

“ARTICLE I.

NAME

The name of this Corporation is: LifeFleet Southeast, Inc.”

3.    A new Article XII is added to read as follows:

“ARTICLE XII.

LIABILITY OF DIRECTORS

The liability of the directors of the Corporation for monetary damages shall be eliminated to the fullest extent permissible under Florida law.”

4.    A new Article XIII is added to read as follows:

“ARTICLE XIII.

INDEMNIFICATION OF DIRECTORS

The Corporation is authorized to indemnify the directors and officers of the Corporation to the fullest extent permissible under Florida law.”

5.    The date of adoption of the aforesaid amendment was November 15, 1990.

6.    The designation of the voting group of shareholders entitled to vote on the said amendment is all holders of issued and outstanding common stock.

7.    The said number of votes case for the said amendment by the said voting group was sufficient for the approval thereof.

8.    The effective time and date of these Articles of Amendment shall be the date and time of filing.

Executed on November 15, 1990

LifeFleet, Inc.
By:	/s/ M. Theodore Inouye
M. Theodore Inouye,
Chief Financial Officer and Treasurer

9313U/3-4

EX-3.140

Exhibit 3.140

BY-LAWS

OF

THE SUBSIDIARIES OF

AMERICAN MEDICAL RESPONSE, INC.

Section 1. LAW, CERTIFICATE OF INCORPORATION
AND BY-LAWS

1.1. These by-laws are subject to the certificate of incorporation of the corporation. In these by-laws, references to law, the certificate of incorporation and by-laws mean the law, the provisions of the certificate of incorporation and the by-laws as from time to time in effect.

Section 2. STOCKHOLDERS

2.1. Annual Meeting. The annual meeting of stockholders shall be held at 10:00 am on the second Tuesday in May in each year, unless that day be a legal holiday at the place where the meeting is to be held, in which case the meeting shall be held at the same hour on the next succeeding day not a legal holiday, or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect a board of directors and transact such other business as may be required by law or these by-laws or as may properly come before the meeting.

2.2. Special Meetings. A special meeting of the stockholders may be called at any time by the chairman of the board, if any, the president or the board of directors. A special meeting of the stockholders shall be called by the secretary, or in the case of the death, absence, incapacity or refusal of the secretary, by an assistant secretary or some other officer, upon application of a majority of the directors. Any such application shall state the purpose or purposes of the proposed meeting. Any such call shall state the place, date, hour, and purposes of the meeting.

2.3. Place of Meeting. All meetings of the stockholders for the election of directors or for any other purpose shall be held at such place within or without the state of incorporation as may be determined from time to time by the chairman of the board, if any, the president or the board of directors. Any adjourned session of any meeting of the stockholders shall be held at the place designated in the vote of adjournment.

2.4. Notice of Meetings. Except as otherwise provided by law, a written notice of each meeting of stockholders stating the place, day and hour thereof and, in the case of a special meeting, the purposes for which the meeting is called, shall be given not less then ten nor more than sixty days before the meeting, to each stockholder entitled to vote thereat, and to each stockholder who, by law, by the certificate of incorporation or by these by-laws, is entitled to notice, by leaving such notice with him or at his residence or usual place of business, or by depositing it in the United States mail, postage prepaid, and addressed to such stockholder at his address as it appears in the records of the corporation. Such

notice shall be given by the secretary, or by an officer or person designated by the board of directors, or in the case of a special meeting by the officer calling the meeting. As to any adjourned session of any meeting of stockholders, notice of the adjourned meeting need not be given if the time and place thereof are announced at the meeting at which the adjournment was taken except that if the adjournment is for more than thirty days or if after the adjournment a new record date is set for the adjourned session, notice of any such adjourned session of the meeting shall be given in the manner heretofore described. No notice of any meeting of stockholders or any adjourned session thereof need be given to a stockholder if a written waiver of notice, executed before or after the meeting or such adjourned session by such stockholder, is filed with the records of the meeting or if the stockholder attends such meeting without objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the stockholders or any adjourned session thereof need be specified in any written waiver of notice.

2.5. Quorum of Stockholders. At any meeting of the stockholders a quorum as to any matter shall consist of a majority of the votes entitled to be cast on the matter, except where a larger quorum is required by law, by the certificate of incorporation or by these by-laws. Any meeting may be adjourned from time to time by a majority of the votes properly cast upon the question, whether or not a quorum is present. If a quorum is present at an original meeting, a quorum need not be present at an adjourned session of that meeting. Shares of its own stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of any corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

2.6. Action by Vote. When a quorum is present at any meeting, a plurality of the votes properly cast for election to any office shall elect to such office and a majority of the votes properly cast upon any question other than an election to an office shall decide the question, except when a larger vote is required by law, by the certificate of incorporation or by these by-laws. No ballot shall be required for any election unless requested by a stockholder present or represented at the meeting and entitled to vote in the election.

2.7. Action without Meetings. Unless otherwise provided in the certificate of incorporation, any action required or permitted to be taken by stockholders for or in connection with any corporate action may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in the state of incorporation by hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. No written consent shall be effective to take the corporate action referred to therein unless written consents signed by a number of stockholders sufficient to take such action are delivered to the corporation in the manner specified in this paragraph within sixty days of the earliest dated consent so delivered.

If action is taken by consent of stockholders and in accordance with the

2

foregoing, there shall be filed with the records of the meetings of stockholders the writing or writings comprising such consent.

If action is taken by less than unanimous consent of stockholders, prompt notice of the taking of such action without a meeting shall be given to those who have not consented in writing and a certificate signed and attested to by the secretary that such notice was given shall be filed with the records of the meetings of stockholders.

In the event that the action which is consented to is such as would have required the filing of a certificate under any provision of the General Corporation Law of the State of Delaware, if such action had been voted upon by the stockholders at a meeting thereof, the certificate filed under such provision shall state, in lieu of any statement required by such provision concerning a vote of stockholders, that written consent has been given under Section 228 of said General Corporation Law and that written notice has been given as provided in such Section 228.

2.8. Proxy Representation. Every stockholder may authorize another person or persons to act for him by proxy in all matters in which a stockholder is entitled to participate, whether by waiving notice of any meeting, objecting to or voting or participating at a meeting, or expressing consent or dissent without a meeting. Every proxy must be signed by the stockholder or by his attorney-in-fact. No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally. The authorization of a proxy may but need not be limited to specified action, provided, however, that if a proxy limits its authorization to a meeting or meetings of stockholders, unless otherwise specifically provided such proxy shall entitle the holder thereof to vote at any adjourned session but shall not be valid after the final adjournment thereof.

2.9. Inspectors. The directors or the person presiding at the meeting may, and shall if required by applicable law, appoint one or more inspectors of election and any substitute inspectors to act at the meeting or any adjournment thereof. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspectors shall make a report in writing of any challenge, question or matter determined by them and execute a certificate of any fact found by them.

2.10. List of Stockholders. The secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in his name. The stock ledger shall be the only evidence as to who are

3

stockholders entitled to examine such list or to vote in person or by proxy at such meeting.

Section 3. BOARD OF DIRECTORS

3.1. Number. The corporation shall have one or more directors, the number shall be consistent with applicable law and shall be determined from time to time by vote of a majority of the directors then in office. No director need be a stockholder.

3.2. Tenure. Each director shall hold office until the next annual meeting and until his successor is elected and qualified, or until he sooner dies, resigns, is removed or becomes disqualified.

3.3. Powers. The business and affairs of the corporation shall be managed by or under the direction of the board of directors who shall have and may exercise all the powers of the corporation and do all such lawful acts and things as are not by law, the certificate of incorporation or these by-laws directed or required to be exercised or done by the stockholders.

3.4. Vacancies. Vacancies and any newly created directorships resulting from any increase in the number of directors may be filled by vote of the holders of the particular class or series of stock entitled to elect such director at a meeting called for the purpose, or by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, in each case elected by the particular class or series of stock entitled to elect such directors. When one or more directors shall resign from the board, effective at a future date, a majority of the directors then in office, including those who have resigned, who were elected by the particular class or series of stock entitled to elect such resigning director or directors shall have power to fill such vacancy or vacancies, the vote or action by writing thereon to take effect when such resignation or resignations shall become effective. The directors shall have and may exercise all their powers notwithstanding the existence of one or more vacancies in their number, subject to any requirements of law or of the certificate of incorporation or of these by-laws as to the number of directors required for a quorum or for any vote or other actions.

3.5. Committees. The board of directors may, by vote of a majority of the whole board, (a) designate, change the membership of or terminate the existence of any committee or committees, each committee to consist of one or more of the directors; (b) designate one or more directors as alternate members of any such committee who may replace any absent or disqualified member at any meeting of the committee; and (c) determine the extent to which each such committee shall have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation, including the power to authorize the seal of the corporation to be affixed to all papers which require it and the power and authority to declare dividends or to authorize the issuance of stock; excepting, however, such powers which by law, by the certificate of incorporation or by these by-laws they are prohibited from so delegating. In the absence or disqualification of any member of such committee and his alternate, if any, the member or members thereof present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Except as the board of directors may otherwise determine, any committee may make rules for the conduct

4

of its business, but unless otherwise provided by the board or such rules, its business shall be conducted as nearly as may be in the same manner as is provided by these by-laws for the conduct of business by the board of directors. Each committee shall keep regular minutes of its meetings and report the same to the board of directors upon request.

3.6. Regular Meetings. Regular meetings of the board of directors may be held without call or notice at such places within or without the State of Delaware and at such times as the board may from time to time determine, provided that notice of the first regular meeting following any such determination shall be given to absent directors. A regular meeting of the directors may be held without call or notice immediately after and at the same place as the annual meeting of stockholders.

3.7. Special Meetings. Special meetings of the board of directors may be held at any time and at any place within or without the state of incorporation designated in the notice of the meeting, when called by the chairman of the board, if any, the president, or by one-third or more in number of the directors, reasonable notice thereof being given to each director by the secretary or by the chairman of the board, if any, the president or any one of the directors calling the meeting.

3.8. Notice. It shall be reasonable and sufficient notice to a director to send notice by mail or overnight courier at least forty-eight hours or by telegram at least twenty-four hours before the meeting addressed to him at his usual or last known business or residence address or to give notice to him in person or by telephone at least twenty-four hours before the meeting. Notice of a meeting need not be given to any director if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. Neither notice of a meeting nor a waiver of a notice need specify the purposes of the meeting.

3.9. Quorum. Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, at any meeting of the directors a majority of the directors then in office shall constitute a quorum; a quorum shall not in any case be less than one-third of the total number of directors constituting the whole board. Any meeting may be adjourned from time to time by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

3.10. Action by Vote. Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, when a quorum is present at any meeting the vote of a majority of the directors present shall be the act of the board of directors.

3.11. Action Without a Meeting. Any action required or permitted to be taken at any meeting of the board of directors or a committee thereof may be taken without a meeting if all the members of the board or of such committee, as the case may be, consent thereto in writing, and such writing or writings are filed with the records of the meetings of the board or of such committee. Such consent shall be treated for all purposes as the act of the board or of such committee, as the case may be.

3.12. Participation in Meetings by Conference Telephone. Members of the board of directors, or any committee designated by such board, may participate in a meeting of such board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in

5

the meeting can hear each other or by any other means permitted by law. Such participation shall constitute presence in person at such meeting.

3.13. Compensation. In the discretion of the board of directors, each director may be paid such fees for his services as director and be reimbursed for his reasonable expenses incurred in the performance of his duties as director as the board of directors from time to time may determine. Nothing contained in this section shall be construed to preclude any director from serving the corporation in any other capacity and receiving reasonable compensation therefor.

3.14. Interested Directors and Officers.

(a) No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of the corporation’s directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if:

(1) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or

(2) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or

(3) The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the board of directors, a committee thereof, or the stockholders.

(b) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes the contract or transaction.

Section 4. OFFICERS AND AGENTS

4.1. Enumeration; Qualification. The officers of the corporation shall be a president, a treasurer, a secretary and such other officers, if any, as the board of directors from time to time may in its discretion elect or appoint including without limitation a chairman of the board, one or more vice presidents and a controller. The corporation may also have such agents, if any, as the board of directors from time to time may in its discretion choose. Any officer may be but none need be a director or stockholder. Any two or more offices may be held by the same person. Any officer may be required by the board of directors to secure the faithful performance of his duties to the corporation by giving bond in such amount and with sureties or otherwise as the board of directors may determine.

4.2. Powers. Subject to law, to the certificate of incorporation and to the

6

other provisions of these by-laws, each officer shall have, in addition to the duties and powers herein set forth, such duties and powers as are commonly incident to his office and such additional duties and powers as the board of directors may from time to time designate.

4.3. Election. The officers may be elected by the board of directors at their first meeting following the annual meeting of the stockholders or at any other time. At any time or from time to time the directors may delegate to any officer their power to elect or appoint any other officer or any agents.

4.4. Tenure. Each officer shall hold office until his respective successor is chosen and qualified unless a shorter period shall have been specified by the terms of his election or appointment, or in each case until he sooner dies, resigns, is removed or becomes disqualified. Each agent shall retain his authority at the pleasure of the directors, or the officer by whom he was appointed or by the officer who then holds agent appointive power.

4.5. Chairman of the Board of Directors, President and Vice President. The chairman of the board, if any, shall have such duties and powers as shall be designated from time to time by the board of directors. Unless the board of directors otherwise specifies, the chairman of the board, or if there is none the chief executive officer, shall preside, or designate the person who shall preside, at all meetings of the stockholders and of the board of directors.

Unless the board of directors otherwise specifies, the president shall be the chief executive officer and shall have direct charge of all business operations of the corporation and, subject to the control of the directors, shall have general charge and supervision of the business of the corporation.

Any vice presidents shall have such duties and powers as shall be set forth in these by-laws or as shall be designated from time to time by the board of directors or by the president.

4.6. Treasurer and Assistant Treasurers. Unless the board of directors otherwise specifies, the treasurer shall be in charge of the corporation’s funds and valuable papers, and shall have such other duties and powers as may be designated from time to time by the board of directors or by the president. If no controller is elected, the treasurer shall, unless the board of directors otherwise specifies, also have the duties and powers of the controller. Any assistant treasurers shall have such duties and powers as shall be designated from time to time by the board of directors, the president or the treasurer.

4.7. Controller and Assistant Controllers. If a controller is elected, he shall, unless the board of directors otherwise specifies, be in charge of its books of account and accounting records, and of its accounting procedures. He shall have such other duties and powers as may be designated from time to time by the board of directors, the president or the treasurer. Any assistant controller shall have such duties and powers as shall be designated from time to time by the board of directors, the president, the treasurer or the controller.

4.8. Secretary and Assistant Secretaries. The secretary shall record all proceedings of the stockholders, of the board of directors and of committees of the board of directors in a book or series of books to be kept therefor and shall file therein all actions by written consent of stockholders or directors. In the absence of the secretary from any meeting, an assistant secretary, or if there be none or he is absent, a temporary secretary chosen at the meeting, shall record the proceedings thereof. Unless a transfer agent has been appointed

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the secretary shall keep or cause to be kept the stock and transfer records of the corporation, which shall contain the names and record addresses of all stockholders and the number of shares registered in the name of each stockholder. He shall have such other duties and powers as may from time to time be designated by the board of directors or the president. Any assistant secretaries shall have such duties and powers as shall be designated from time to time by the board of directors, the president or the secretary.

Section 5. RESIGNATIONS AND REMOVALS

5.1. Any director or officer may resign at any time by delivering his resignation in writing to the chairman of the board, if any, the president, or the secretary or to a meeting of the board of directors. Such resignation shall be effective upon receipt unless specified to be effective at some other time, and without in either case the necessity of its being accepted unless the resignation shall so state. A director (including persons elected by stockholders or directors to fill vacancies in the board) may be removed from office with or without cause by the vote of the holders of a majority of the issued and outstanding shares of the particular class or series entitled to vote in the election of such director. The board of directors may at any time remove any officer either with or without cause. The board of directors may at any time terminate or modify the authority of any agent.

Section 6. VACANCIES

6.1. If the office of the president or the treasurer or the secretary becomes vacant, the directors may elect a successor by vote of a majority of the directors then in office. If the office of any other officer becomes vacant, any person or body empowered to elect or appoint that officer may choose a successor. Each such successor shall hold office for the unexpired term, and in the case of the president, the treasurer and the secretary until his successor is chosen and qualified or in each case until he sooner dies, resigns, is removed or becomes disqualified. Any vacancy of a directorship shall be filled as specified in Section 3.4 of these by-laws.

Section 7. CAPITAL STOCK

7.1. Stock Certificates. Each stockholder shall be entitled to a certificate stating the number and the class and the designation of the series, if any, of the shares held by him, in such form as shall, in conformity to law, the certificate of incorporation and the by-laws, be prescribed from time to time by the board of directors. Such certificate shall be signed by the chairman or vice chairman of the board, or the president or a vice president and by the treasurer or an assistant treasurer or by the secretary or an assistant secretary. Any of or all the signatures on the certificate may be a facsimile. In case an officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the time of its issue.

7.2. Loss of Certificates. In the case of the alleged theft, loss, destruction or mutilation of a certificate of stock, a duplicate certificate may be issued in place thereof, upon such terms, including receipt of a bond sufficient to indemnify the corporation against any claim on account thereof, as the board of directors may prescribe.

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Section 8. TRANSFER OF SHARES OF STOCK

8.1. Transfer on Books. Subject to the restrictions, if any, stated or noted on the stock certificate, shares of stock may be transferred on the books of the corporation by the surrender to the corporation or its transfer agent of the certificate therefor properly endorsed or accompanied by a written assignment and power of attorney properly executed, with necessary transfer stamps affixed, and with such proof of the authenticity of signature as the board of directors or the transfer agent of the corporation may reasonably require. Except as may be otherwise required by law, by the certificate of incorporation or by these by-laws, the corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to receive notice and to vote or to give any consent with respect thereto and to be held liable for such calls and assessments, if any, as may lawfully be made thereon, regardless of any transfer, pledge or other disposition of such stock until the shares have been properly transferred on the books of the corporation.

It shall be the duty of each stockholder to notify the corporation of his post office address.

8.2. Record Date. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no such record date is fixed by the board of directors, the record date for determining the stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no such record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the state of incorporation hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. If no record date has been fixed by the board of directors and prior action by the board of directors is required by applicable law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

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In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such payment, exercise or other action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

Section 9. CORPORATE SEAL

9.1. Subject to alteration by the directors, the seal of the corporation shall consist of a flat-faced circular die with the word “Delaware” and the name of the corporation cut or engraved thereon, together with such other words, dates or images as may be approved from time to time by the directors.

Section 10. EXECUTION OF PAPERS

10.1. Except as the board of directors may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts or other obligations made, accepted or endorsed by the corporation shall be signed by the chairman of the board, if any, the president, a vice president or the treasurer.

Section 11. FISCAL YEAR

11.1. The fiscal year of the corporation shall end on the 31st of December.

Section 12. AMENDMENTS

12.1. These by-laws may be adopted, amended or repealed by vote of a majority of the directors then in office or by vote of a majority of the stock outstanding and entitled to vote. Any by-law, whether adopted, amended or repealed by the stockholders or directors, may be amended or reinstated by the stockholders or the directors.

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EX-3.141

Exhibit 3.141

ARTICLES OF ORGANIZATION

OF

CLINICAL PARTNERS PROFESSIONAL SERVICES, LLC

A LIMITED LIABILITY COMPANY

I, Ronne M. Lippitt, a natural person eighteen years of age or older, acting in the capacity of organizer of a limited liability company pursuant to the Texas Limited Liability Company Act (the “Act”), adopt the following Articles of Organization for a limited liability company.

ARTICLE I
NAME

The name of the Limited Liability Company is CLINICAL PARTNERS PROFESSIONAL SERVICES, LLC.

ARTICLE II
DURATION

The Company’s duration is perpetual unless earlier dissolved in accordance with its regulations.  The filing of these Articles with the Texas Secretary of State will be the Company’s beginning date.

ARTICLE III
PURPOSES

The purpose for which this limited liability company is organized is to conduct any and all lawful business, to promote any lawful purpose and to engage in any lawful act or activity for which limited liability companies may be organized under the Act and

the laws of Texas, including, but not limited to, contracting for and performing services relating to billing for and collection of accounts and receivables of professionals; to do such other acts as are incidental to the foregoing or desirable in order to accomplish the purpose for which the company was formed; and to have and exercise all rights and powers that are now or may hereafter be granted to a limited liability company by law.

The foregoing shall be construed as objects, purposes and powers, and enumeration thereof shall not be held to limit or restrict in any manner the powers hereafter conferred on this limited liability company by the laws of the State of Texas.

The company may, in its Regulations, confer powers, not in conflict with Texas law, on its Members in addition to the foregoing and in addition to the powers and authorities expressly conferred on them by statute.

ARTICLE IV
POWERS

The Limited Liability Company shall have the powers provided for a corporation under the Texas Business Corporation Act and a limited partnership under the Texas Revised Limited Partnership Act.

ARTICLE V
COMMENCEMENT OF BUSINESS

The Limited Liability Company will not commence business until it has received for the issuance of its certificates of membership interest consideration consisting of money, labor done, a promissory note, or property received.

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ARTICLE VI
PRINCIPAL PLACE OF BUSINESS & REGISTERED AGENT

The address of the principal place of business in this state is: 404 N. Green Street, Longivew, Gregg County, Texas 75601.  The street address of the initial registered office of the Limited Liability Company is 404 N. Green Street, Longview, Gregg County, Texas 745601, and the name of its initial registered agent at such address is JERRY S. HARRIS.

ARTICLE VII
MANAGEMENT

The Limited Liability Company will not have any managers.  The management of the Limited Liability Company is hereby reserved to the Members.  The name and address of the person who is to serve as a Member until the first annual meeting of the company’s Member or until successors are elected and qualified is:

Name	Address
Harold B. Bolnick, M.D.	404 N. Green Street
	Longview, TX 75601

ARTICLE VIII
ORGANIZER

The name and address of the organizer is:

Name	Address
Ronne M. Lippitt	404 N. Green Street
	Longview, TX 75601

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ARTICLE IX
REGULATIONS

The Initial Regulations will be adopted by the Member.  The powers to alter, amend or repeal the Regulations or adopt new Regulations is vested in the Member subject to repeal or change by action of the Members.

ARTICLE X
VOTING

On each matter on which the Member is entitled to vote, the Member will have one (1) vote or a fraction of one vote per one percent of membership interest or fraction of membership interest owned by the Member.

With respect to any matter for which the affirmative vote of the holders of a specified portion of the membership interest entitled to vote is required by the Act, and notwithstanding that such Act may require a portion of the membership interest entitled to vote that exceeds that specified in this Article, the act of the Members on that matter shall be the affirmative vote of the holders of a majority of the membership interest entitled to vote on that matter, rather than the affirmative vote otherwise required by such Act.

ARTICLE XI
AUTHORITY

The authority to acquire, mortgage, or dispose of property of the company is limited to the Members.

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ARTICLE XII
INDEMNIFICATION

The company shall indemnify every member, and the members’ heirs, executors and administrators, against expenses actually and reasonably incurred by the member, as well as against any amount paid upon a judgment in connection with any action, suit, or other proceeding, civil or criminal, to which the member may be made a party by reason of having been a member of this limited liability company.

This indemnification is being given because the members will be requested by the company to act for and on behalf of the company and for the company’s benefit.

This indemnification shall not be exclusive of other rights to which the members may be entitled.

The members shall be entitled to the fullest indemnification allowed by the current law or as the law may be amended hereafter.

As permitted by law, and except as otherwise provided in the regulations, a member shall be liable to the company for the following actions:

a.A breach of the member’s duty of loyalty to the company, or to its other members;

b.An act or omission that was taken in bad faith and which constitutes a breach of the member’s duty to the Company by an act that is grossly negligent, malicious, or intentional, as those terms are defined at law, or a knowing violation of the law;

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c.A transaction from which the Member received an improper benefit to the detriment of the Company or its members whether or not the benefit resulted from an action taken within the scope of the member’s office;

d.An act or omission for which the member is expressly liable at law and for which an indemnification is not allowed.

Any repeal or amendment of this Article by the members will not adversely affect any limitation on a member’s liability existing at the time of the repeal or amendment.  The member will not be liable to the extent permitted by Texas law limiting the liability of a member or of a director of a corporation.  The foregoing elimination of a member’s liability to the Company or its other members will not be exclusive.  The member will have any other rights or limitations of liability or indemnity to which a member may be entitled under any other provision in the following:

·the Articles;

·the Company’s regulations

·contract or agreement;

·vote of members or disinterested members of the Company; or

·otherwise.

ARTICLE XIII
COMPANY ACTIONS

Any action required by the Texas Limited Liability Company Act, and any amendments thereto, may be taken at any annual or special meeting of Members of the Limited Liability Company or by:

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a.An affirmative vote of those persons having not fewer than the minimum number of votes that would be necessary to take the action at a meeting at which all members or managers, as the case may be, entitled to vote on the action were present and voted; or

b.Consent of each member of the limited liability company, which may be established by either the member’s failure to object to the action in a timely manner, if the member has full knowledge of the action, consent to the action in writing signed by the member, or any other means reasonably evidencing consent

Or, if proper written consent is given, any action which may be taken at any annual or special meeting of Members of the Limited Liability Company, may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holder or holders of membership interest having not less than the minimum number of votes that would be necessary to take such action at a meeting at which the holders of all membership interest entitled to vote on the action were present and voted.  Any such written consent must be dated, signed and delivered in the manner required by, and shall be effective for the period specified by the Texas Limited Liability Company Act, and any amendments thereto, and the taking of any such action by written consent shall be subject to satisfaction of all applicable requirements of such Act.

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Prompt notice of the taking of any action by Members without a meeting by less than unanimous written consent shall be given to those Members who did not consent in writing to the action.

ARTICLE XIV
RESTRICTIONS ON ITS TRANSFERABILITY

The membership interest of the Limited Liability Company will be subject to restrictions on its transferability as set out in the Regulations of the Limited Liability Company, which Regulations will be kept with the records of the Limited Liability Company.  The Limited Liability Company will provide a copy of the Regulations without charge to any record holder of a membership interest upon written request addressed to the Limited Liability Company at its principal business office or its registered agent’s address.

ARTICLE XV
CONTINUITY OF BUSINESS

Upon termination of the membership of the last remaining member, the legal representative or successor of the last remaining member, or the legal representative or successor’s designee, may continue the business if, within 90 days after termination, the legal representative or successor of the last remaining member, or the legal representative or successor’s designee, agrees to become a member and continue the company.

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ARTICLE XVI
MODIFICATION OF ARTICLES

These Articles of Organization may be amended, modified, supplemented or restated in any manner permitted by applicable law and approved by the affirmative vote of members owning more than fifty percent (50%) in interest of all the membership interests in the Company then outstanding.

IN WITNESS WHEREOF, I have hereunto set my hand this 6th day of September, 2005.

/s/ Ronne M. Lippitt

Ronne M. Lippitt

404 N. Green Street

Longview, TX 75601

ACKNOWLEDGEMENT

STATE OF TEXAS	§
	§
COUNTY OF GREGG	§

This instrument was acknowledged before me on 9-6-05, by Ronne M. Lippitt.

/s/ Mary Arden

NOTARY PUBLIC, STATE OF TEXAS

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ARTICLES OF AMENDMENT TO
ARTICLES OF ORGANIZATION OF
CLINICAL PARTNERS PROFESSIONAL SERVICES, LLC
A LIMITED LIABILITY COMPANY

These Articles of Organization are submitted for filing pursuant to the applicable provisions of the Texas Business Organizations Code (hereinafter “Code”).

Article I
Entity Name and Type

The name of the entity as currently shown in the records of the Secretary of State and the type of filing entity are:  CLINICAL PARTNERS PROFESSIONAL SERVICES, LLC, a Texas limited liability company (hereinafter “Company”).  The Company’s date of formation is September 6, 2005, and is assigned file number is 800541318.

Article II
Amended Name

The article naming the Company is hereby amended to read as follows:

“The name of the Limited Liability Company is MEDASSOCIATES, LLC.”

Article III
Approval of Amendments

This filing amending the Articles of Organization has been approved in the manner required by the Code and by the governing documents of the Company.

Article IV
Effective Date of Filing

These Articles of Amendment to Articles of Organization become effective when the document is filed by the Secretary of State.

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Article V
Execution

This document is signed subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument.

DATED:  June       , 2006.	MEDASSOCIATES, LLC
	(Formerly Clinical Partners Professional
	Services, LLC)
	By:	/s/ Harold Bolnick
		Harold B. Bolnick, M.D., Member

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EX-3.142

EXHIBIT 3.142

AMENDED AND RESTATED COMPANY AGREEMENT
OF
MEDASSOCIATES, LLC

THIS AMENDED AND RESTATED COMPANY AGREEMENT (the “Company Agreement”), of MedAssociates, LLC, a Texas limited liability company (the “Company”), dated as of May 5, 2011, is adopted, executed and agreed to by EmCare, Inc., as the sole Member.

WHEREAS, the Company has heretofore been formed as a limited liability company pursuant to the Texas Limited Liability Company Act (as amended and superseded by the Texas Business Organization Code, as amended from time to time), by the filing of a Certificate with the office of the Secretary of State of the State of Texas and the execution of the Regulations of the Company by the initial member(s) (the “Original Agreement”) dated effective as of September 7, 2005;

WHEREAS, the parties hereto desire to continue the Company under the TBOC and to amend and restate the Original Agreement in its entirety by entering into this Company Agreement;

NOW THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Member and the Company hereby agree as follows:

ARTICLE I
DEFINITIONS

1.01.Definitions.  As used in this Company Agreement, the following terms have the following meanings:

“Affiliate” means any Person that controls, is controlled by or under common control with another Person.

“Capital Contribution” means any contribution by the Member to the capital of the Company.

“Member” means EmCare, Inc.

“Membership Interest” means the interest of the Member in the Company, including, without limitation, rights to distributions (liquidating or otherwise), allocations, information, and to consent or approve.

“Person” means any natural person, limited liability company, general partnership, limited partnership, corporation, joint venture, trust, business trust, cooperative or association.

“TBOC” means the Texas Business Organizations Code and any successor statute, as amended from time to time.

Other terms defined herein have the meanings so given them.

1.02.Construction.  Whenever the context requires, the gender of all words used in this Company Agreement includes the masculine, feminine, and neuter.  All references to Articles and Sections refer to articles and sections of this Company Agreement.

ARTICLE II
ORGANIZATION

2.01.Certificate of Formation.  The Articles of Organization for the Company were filed with, and a Certificate of Filing was issued by, the Secretary of State of the State of Texas on September 6, 2005 (the “Certificate”).  The Member hereby agrees to continue the Company as a limited liability company pursuant to the provisions of the TBOC, and agrees that the rights, duties and liabilities of the Member shall be as provided in the TBOC, except as otherwise provided herein.

2.02.Name.  The name of the Company is “MedAssociates, LLC” and all Company business must be conducted in that name or such other names that comply with applicable law as the Member may select from time to time.

2.03.Registered Office; Registered Agent; Principal Office in the United States; Other Offices.  The registered office of the Company required by the TBOC to be maintained in the State of Texas shall be the office of the initial registered agent named in the Certificate or such other office (which need not be a place of business of the Company) as the Member may have designated or may designate from time to time in the manner provided by law.  The registered agent of the Company in the State of Texas shall be the initial registered agent named in the Certificate or such other Person or Persons as the Member may have designated or may designate from time to time in the manner provided by law.  The principal office of the Company in the United States shall be at such place as the Member may designate from time to time, which need not be in the State of Texas.  The Company may have such other offices as the Member may designate from time to time.

2.04.Purpose.  The Company may conduct any lawful business, purpose or activity permitted by the TBOC.

2.05.Duration.  The period of duration of the Company is perpetual, unless the Company dissolves in accordance with the provisions of this Company Agreement.

2.06.Mergers and Exchanges.  The Company may be a party to (a) a merger, or (b) an exchange or acquisition of the type described in Article 10.001 of the TBOC.

2.07.Liability to Third Parties.  The Member shall not be liable for the debts, obligations or liabilities of the Company, including under a judgment decree or order of a court.

2.08.Resignation of the Member.  The Member may resign from the Company prior to the dissolution and winding up of the Company.

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ARTICLE III
CAPITAL CONTRIBUTIONS

3.01.Contributions.  The Member, or its predecessor, has made a Capital Contribution to the Company in the amounts of, property and services set forth in the books and records of the Company and owns all the Membership Interests in the Company.

3.02.Subsequent Contributions.  The Member shall not be required to make any additional contributions to the capital of the Company, but shall not be restricted from doing so.

3.03.Advances by the Member.  If the Company does not have sufficient cash to pay its obligations, the Member may, but shall not be required to, advance all or part of the needed funds to or on behalf of the Company.

ARTICLE IV
ALLOCATIONS AND DISTRIBUTIONS

4.01.Allocations.  All items of income, gain, loss, deduction, and credit of the Company shall be allocated to the Member.

4.02.Distributions.  Subject to the limitations of Article 101.206 of the TBOC, from time to time the Member may cause the Company to make a distribution of cash or other property to the Member.  From time to time the Member also may cause property of the Company other than cash to be distributed to the Member, which distribution may be made subject to existing liabilities and obligations.

ARTICLE V
MANAGEMENT

5.01.Management.  The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member.

5.02.Officers.  The Member may appoint one or more officers of the Company, who shall have and may exercise such powers as assigned to them by the Member.  Such officers shall serve at the pleasure of the Member and be subject to removal by the Member.

ARTICLE VI
INDEMNIFICATION

6.01.Right to Indemnification.  Subject to the limitations and conditions as provided in this Article VI, each Person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative (hereinafter a “Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he, or a Person of whom he is the legal representative, is or was a Member of the Company shall be indemnified by the Company to the fullest extent permitted by the TBOC, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification

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rights than said law permitted the Company to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including, without limitation, attorneys’ fees) actually incurred by such Person in connection with such Proceeding, and indemnification under this Article VI shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder.  The rights granted pursuant to this Article VI shall be deemed contract rights, and no amendment, modification or repeal of this Article VI shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings arising prior to any such amendment, modification or repeal.  It is expressly acknowledged that the indemnification provided in this Article VI could involve indemnification for negligence or under theories of strict liability.

6.02.Advance Payment.  The right to indemnification conferred in this Article VI shall include the right to be paid or reimbursed by the Company the reasonable expenses incurred by a Person of the type entitled to be indemnified under Section 6.01 who was, is or is threatened to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the Person’s ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such Person in advance of the final disposition of a Proceeding, shall be made only upon delivery to the Company of a written affirmation by the Person of his good faith belief that he has met the standard of conduct necessary for indemnification under this Article VI and a written undertaking, by or on behalf of such Person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person is not entitled to be indemnified under this Article VI or otherwise.

6.03.Indemnification of Officers, Employees and Agents.  The Company, by adoption of a resolution of the Member, may indemnify and advance expenses to an officer, employee or agent of the Company to the same extent and subject to the same conditions under which it may indemnify and advance expenses to the Member under this Article VI; and, the Company may indemnify and advance expenses to Persons who are not or were not a Member, officers, employees or agents of the Company but who are or were serving at the request of the Company as a manager, director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against any liability asserted against him and incurred by him in such a capacity or arising out of his status as such a Person to the same extent that it may indemnify and advance expenses to the Member under this Article VI.

6.04.Appearance as a Witness.  Notwithstanding any other provision of this Article VI, the Company may pay or reimburse expenses incurred by a Person in connection with his appearance as a witness or other participation in a Proceeding at a time when he is not a named defendant or respondent in the Proceeding.

6.05.Nonexclusivity of Rights.  The right to indemnification and the advancement and payment of expenses conferred in this Article VI shall not be exclusive of any other right which the Member or other Person indemnified pursuant to this Article VI may have or hereafter acquire under any law (common or statutory), provision of the Certificate or this Company Agreement, agreement, vote of the Member or otherwise.

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6.06.Insurance.  The Company may purchase and maintain insurance, at its expense, to protect itself and any Person who is or was serving as an officer, employee or agent of the Company or is or was serving at the request of the Company as a Member, manager, director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against any expense, liability or loss, whether or not the Company would have the power to indemnify such Person against such expense, liability or loss under this Article VI.

6.07.Savings Clause.  If this Article VI or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify and hold harmless the Member or any other Person indemnified pursuant to this Article VI as to costs, charges and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative to the fullest extent permitted by any applicable portion of this Article VI that shall not have been invalidated and to the fullest extent permitted by applicable law.

ARTICLE VII
BOOKS AND RECORDS

7.01.Maintenance of Books.  The Company shall keep books and records of accounts.  The books of account for the Company shall be maintained on a basis determined by the Member.

ARTICLE VIII

WINDING UP, LIQUIDATION, AND TERMINATION

8.01.Winding Up.  The Company shall dissolve and its affairs shall be wound up on the first to occur of the following:

(a)the written consent of the Member;

(b)entry of a decree of judicial dissolution of the Company under Article 11.301 of the TBOC; and

(c)the occurrence of an event specified in Article 11.051 of the TBOC, unless the business of the Company is continued by the Member.

8.02.Liquidation and Termination.  On dissolution of the Company, the Member shall act as liquidator or may appoint one or more other Persons to act as liquidator.  The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided in the TBOC.  The costs of liquidation shall be borne as a Company expense.  Until final distribution, the liquidator shall continue to operate the Company properties with all of the power and authority of the Member.

8.03.Deficit Capital Accounts.  Notwithstanding anything to the contrary contained in this Company Agreement, and notwithstanding any custom or rule of law to the contrary, the

5

Member shall not be responsible for any deficit in any capital account attributed to the Member, and upon dissolution of the Company any such deficit shall not be an asset of the Company and the Member shall not be obligated to contribute such amount to the Company to bring the balance of the Member’s capital account to zero.

8.04.Certificate of Termination.  On completion of the distribution of Company assets as provided herein, the Company is terminated, and the Member (or such other Person or Persons as the TBOC may require or permit) shall file a Certificate of Termination with the Secretary of State of Texas and take such other actions as may be necessary to terminate the Company.

ARTICLE IX
GENERAL PROVISIONS

9.01.Entire Agreement; Supersedure.  This Company Agreement constitutes the entire agreement of the Member relating to the Company and supersedes all prior contracts or agreements with respect to the Company, whether oral or written.

9.02.Effect of Waiver or Consent.  A waiver or consent, express or implied, to or of any breach or default by any Person in the performance by that Person of its obligations with respect to the Company is not a consent or waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of that Person with respect to the Company.  Failure on the part of a Person to complain of any act of any Person or to declare any Person in default with respect to the Company, irrespective of how long that failure continues, does not constitute a waiver by that Person of its rights with respect to that default until the applicable statute-of-limitations period has run.

9.03.Amendment or Modification.  This Company Agreement may be amended or modified from time to time only by a written instrument adopted by the Member.

9.04.Binding Effect.  The provisions of this Company Agreement are binding on and inure to the benefit of the Member and his respective heirs, legal representatives, successors, and assigns.

9.05.Governing Law; Severability. THIS COMPANY AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF TEXAS, EXCLUDING ANY CONFLICT-OF-LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR THE CONSTRUCTION OF THIS COMPANY AGREEMENT TO THE LAW OF ANOTHER JURISDICTION.

IN WITNESS WHEREOF, the Member has executed this Company Agreement as of the date first set forth above.

6

MEMBER:
EmCare, Inc.
By:	/s/ William A. Sanger
Name:	William A. Sanger
Title:	Chief Executive Officer

7

EX-3.143

Exhibit 3.143

ARTICLES OF INCORPORATION

OF

GOLD CROSS AMBULANCE, INC.

HONORABLE JAMES C. KIRKPATRICK
SECRETARY OF STATE
STATE OF MISSOURI
JEFFERSON CITY, MISSOURI 65401

The undersigned natural person of more than twenty-one years of, age, for the purpose of forming a corporation under the General and Business Corporation Law of Missouri, adopts the following Articles of Incorporation:

ARTICLE ONE

The name of the corporation is Gold Cross Ambulance, Inc.

ARTICLE TWO

The address of the corporation’s initial registered office in this State is: 1507 South Noland Road, Independence, Missouri 64055; and the name of its initial registered agent at such address is: Norman Humphrey Jr.

ARTICLE THREE

The aggregate number, class and par value of shares which the corporation shall have authority to issue shall be Ten Thousand (10,000) shares of stock, each and every share to be of a par value of Ten Dollars ($10.00); all shares to be of one and the same class, with the same rights and privileges and shall have full voting rights.

ARTICLE FOUR

Shareholders shall be denied pre-emptive rights to acquire additional shares.

ARTICLE FIVE

The name and address of the sole incorporator is as follows: Norman Humphrey Jr., 1507 South Noland Road, Independence, Missouri 64055.

ARTICLE SIX

The number of directors to constitute the Board of Directors is two (2). Thereafter, the number of directors shall be fixed by or in the manner provided in the By-Laws of the corporation, and any changes in the Board of Directors shall be reported to the Secretary of State within thirty (30) calendar days of such change.

The persons to constitute the first Board of Directors are:

Larry Parish
Gloria Parish

ARTICLE SEVEN

The duration of the corporation is perpetual.

ARTICLE EIGHT

The corporation is formed for the following purposes:

1. To own, conduct, operate, maintain and carry on the business of an ambulance service, to provide emergency medical care, to deal in the sale and rental of sickroom equipment and medical supplies, and to do all acts incident to the said business.

2. To engage in, conduct and carry on in all its various branches and details, the business of importing, exporting, trading, exchanging, handling, negotiating, bartering, bargaining, buying, selling, marketing, distributing, and generally without limit to deal and traffic in all kinds of goods, wares, and merchandise and to exercise in respect thereto all the rights, powers and privileges of owner, broker, agent, sub-agent, or consignee, and to do all lawful things necessary, expedient, or convenient to be done in connection therewith or in aid thereof.

3. To buy, sell, deal in, lease, operate, hold or; improve, and own real estate, and the fixtures and personal property incidental thereto or connected therewith, and with that end in view, to acquire by purchase, lease, hire; or otherwise, lands, tenements, hereditaments, or interests therein, and to improve the same, and generally to hold; manage, deal with, and improve the property of the company and to sell, lease, mortgage, pledge or otherwise dispose of the lands, tenements, and hereditaments and other property of the company

4. To acquire and take over any business or undertaking carried on, upon, or in connection with any land or buildings which the company may desire to acquire as aforesaid, or become interested in, and the whole or any of the assets and liabilities of such undertaking, and to carry on the same, or to dispose of, remove, or put an end thereto, or otherwise deal with the same as may be expedient.

5. To borrow money for its corporate purposes; to make and issue bonds, debentures, promissory notes, shares of its capital stock and other obligations, or either or any thereof, as evidence of its indebtedness so created, or in payment for property, real, mixed or

personal, purchased or acquired by it, for services rendered, labor done, or for any lawful purpose or object in and about its business; to negotiate and sell its certificates and to contract for the payment of moneys in the future for such consideration to this corporation and such terms and conditions as in the judgment of its Board of Directors may be expedient and for the best interests of this corporation and its stockholders, and to mortgage, pledge, transfer in trust, hypothecate, or to otherwise encumber or impose charges or liens upon all or any of its property, real, personal, or mixed, wheresoever situate, to secure any bonds, debentures, promissory notes, certificates, or contracts, and any other obligations made, issued or incurred by it, whether as principal or as such surety or guarantor aforesaid, or both.

6. To purchase, hold and sell and transfer the shares of its own capital stock; to retire or redeem the shares of its own capital stock; provided it shall not use its funds or property for the purchase, retirement, or redemption of its own shares of capital stock when such use would cause any impairment of its capital other than reduction thereof and provided further that shares of its own capital stock belonging to it shall not be voted either directly or indirectly.

7. To have one or more offices within as well as without the State of Missouri, and in addition to the business, objects and purposes herein stated, to do anything necessary, suitable, useful, expedient, or convenient for the carrying on of any of said businesses; for the accomplishment of any object or purpose; or the exercise of any power herein set forth, or which at any time shall appear to be beneficial to the corporation in connection therewith; and to do any and all of the things herein set forth, and which at any time shall appear to be beneficial, either alone or jointly with others, and to the same extent and as fully as a natural person might or could do in the State of Missouri or elsewhere:

(i) In general, to carry on any other business in connection with the foregoing and to have and exercise all the powers conferred by the laws of Missouri upon corporations formed under the General and Business Corporation Laws of the State of Missouri; and to do any and all of the things hereinbefore set forth, to the same extent as natural persons might or could do;

(ii) The several clauses contained in this statement of purpose shall be construed both as purposes and powers, and the statements contained in each clause shall, except where otherwise expressed, be no wise limited or restricted by reference to or inference from the terms of any other clause or clauses, but shall be regarded as independent purposes and powers; the business or purposes of this corporation are from time to time to do any one or more of the acts and things herein set forth, and it is hereby expressly provided that the enumeration of specific purposes and powers shall not be held to limit or restrict in any manner the purposes or powers of this corporation.

IN WITNESS WHEREOF, these Articles of. Incorporation have been signed this 28th day of December, 1976.

/s/ Norman Humphrey Jr.

Norman Humphrey Jr.

STATE OF MISSOURI	)
	ss
COUNTY OF JACKSON	)

I, the undersigned, a Notary Public, do hereby certify that on the 28th day of December, 1976, personally appeared before me Normam Humphrey Jr., who being first duly by me, declared that he is the person who signed the foregoing documents as incorporator, and that the statements therein contained are true.

/s/ Rebecca L. Harz

Notary Public

My Commission Expires:

May 6, 1977

STATE OF MISSOURI

James C. Kirpatrick, Secretary of State

Corporation Division

Statement of Change of Registered Agent or Registered Office

by Foreign or Domestic Corporations

INSTRUCTIONS

There is no fee for filing this statement. It must be filed in TRIPLICATE (all copies signed and notarized).

The statement should be sealed with the corporate seal. If it does not have a seal, write “no seal” where the seal would otherwise appear.

The registered office may be, but need not be, the same as the place of business of the corporation, but the registered office and the business address of the agent must be the same. The corporation cannot act as its own registered agent.

Any subsequent change in the registered office or agent must be immediately reported to the Secretary of State. These forms are available upon request from the Office of the Secretary of State.

To SECRETARY OF STATE

Jefferson City, Missouri Charter No. 188426

The undersigned corporation, organized and existing under the laws of the State of Missouri for the purpose of changing its registered agent or its registered office, or both, in Missouri as provided by the provisions of “The General and Business Corporation Act of Missouri,” represents that:

1. The name of the corporation is Gold Cross Ambulance, Inc.

2. The name of its PRESENT registered agent (before change) is Norman Humphrey Jr.

3. The name of the new registered agent is Norman Humphrey Jr.

4. The address, including street number, if any, of its PRESENT registered office (before change) is 1507 S. Noland Road, Independence, MO 64055

5. Its registered office (including street number, if any change is to be made) is hereby CHANGED TO 123 West Kansas, Independence, MO 64050

6. The address of its registered office and the address of the business office of its registered agent, as changed, will be identical.

7. Such change was authorized by resolution duly adopted by the board of directors.

IN WITNESS WHEREOF, the undersigned corporation has caused this report to be executed in its name by its PRESIDENT OR VICE-PRESIDENT. attested by its SECRETARY; OR ASSISTANT SECRETARY this 19 day of June A.D. 1981.

	GOLD CROSS AMBULANCE INC.
	NAME OF CORPORATION
	By	/s/ David Hanaway
		PRESIDENT OR VICE-PRESIDENT
(Corporate Seal)
Attest:
/s/ X
SECRETARY OR ASSISTANT SECRETARY

STATE OF MISSOURI	)
	)	ss.
COUNTY OF JACKSON	)

I, Frances Heman, a Notary Public, do hereby certify that on the 19th day of June A.D. 1981 personally appeared before me David S. Hanaway who declares he is a President or Vice-President of the corporation, executing the foregoing document, and being first duly sworn, acknowledged that he signed the foregoing document in the capacity therein set forth and declared that the statements therein contained are true.

IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year before written.

(Notary Seal)

/s/ Frances Heman

NOTARY PUBLIC

My term expires 10-1-84

STATE OF MISSOURI

James C. Kirpatrick, Secretary of State

Corporation Division

APPLICATION FOR RESCINDING FORFEITURE

HONORABLE JAMES C. KIRKPATRICK
SECRETARY OF STATE
STATE OF MISSOURI
JEFFERSON CITY, MO. 65101

WHEREAS, the charter of Gold Cross Ambulance, Inc., a corporation organized or qualified under the laws of Missouri on the 30th day of December, 1976, as forfeited on the 1st day of January, 1981 under the provisions of the General Business laws of Missouri, the undersigned, the last Secretary/(President, Vice President, Secretary or Treasurer), Treasurer hereby requests that such forfeiture be rescinded and herewith submits the following affidavit, a fee of ($50.00 minimum), $50.00 and such reports or documentation as may be required by the office of the Secretary of State to rescind the forfeiture pursuant to Section 351.540 RSMo 1969.

AFFIDAVIT

STATE OF MISSOURI	)
	)	ss.
COUNTY OF JACKSON	)

Mary H. Berkowitz, on his oath, first being duly sworn, states that he is the last Secretary/Treasurer (President, Vice President, Secretary or Treasurer) of Gold Cross Ambulance, Inc., a Missouri corporation; that he is acting as one of and on behalf of the statutory trustees, that the trustees have caused the correction of the condition or conditions giving rise to the forfeiture; that said corporation has not evaded or attempted to evade service of process issued from any court of this State; that it has not attempted to conceal from the general public the location of its principal place of business in this State, nor the address of its President or Secretary, so that the ordinary process of law could not be served upon it; that is has paid to the Missouri Department of Revenue all state taxes which it may owe.

/s/ Mary H. Berkowitz

(The last President, Vice President,

Secretary or Treasurer)

Mary H. Berkowitz

Subscribed and sworn to before me this 17th day of August, 1981

My Commission expires January 8, 1984.

/s/ Susan J. Wayman

(Notary Public)

STATE OF MISSOURI

JAMES C. KIRKPATRICK, Secretary of State

CORPORATION DIVISION

APPLICATION FOR RESCINDING FORFEITURE

HONORABLE JAMES C. KIRKPATRICK
SECRETARY OF STATE

STATE OF MISSOURI

P.O. BOX 778
JEFFERSON CITY, MO. 65102

WHEREAS, the charter of Gold Cross Ambulance, Inc., a corporation organized or qualified under the laws of Missouri on the 30th day of December, 1976, was forfeited on the 1st day of January, 1986 under the provisions of the General Business laws of Missouri, the undersigned, the last Secretary/Treasurer (President, Vice President, Secretary or Treasurer), hereby requests that such forfeiture be rescinded and herewith submits the following affidavit, a fee of $50.00 ($50.00 minimum), and such reports or documentation as may be required by the office of the Secretary of State to rescind the forfeiture pursuant to Section 351.540 RSMo 1978.

AFFIDAVIT

STATE OF MISSOURI	)
	)	ss.
COUNTY OF JACKSON	)

Mary H. Berkowitz, on his oath, first being duly sworn, states that he is the last Secretary/Treasurer (President, Vice President, Secretary or Treasurer) of Gold Cross Ambulance, Inc., a Missouri corporation; that he is acting as one of and on behalf of the statutory trustees, that the trustees have caused the correction of the condition or conditions giving rise to the forfeiture; that said corporation has not evaded or attempted to evade service of process issued from any court of this State; that it has not attempted to conceal from the general public the location of its principal place of business in this State, nor the address of its President or Secretary, so that the ordinary process of law could not be served upon it; that is has paid to the Missouri Department of Revenue all state taxes which it may owe.

/s/ Mary H. Berkowitz

(The last President, Vice President,

Secretary or Treasurer)

Subscribed and sworn to before me this 6th day of May, 1986

Commission expires March 6, 1989.

/s/ Debra J. Kolb

(Notary Public)

STATE OF MISSOURI

Judith K. Moriarty, Secretary of State

P.O. Box 778, Jefferson City, MO 65102

Corporation Division

ARTICLE MERGER

(To be submitted in duplicate)

Pursuant to the provisions of The General and Business Corporation Law of Missouri, the undersigned corporations certify the following:

(1)That Gold Cross Ambulance, Inc. of Missouri.

(2)That GCA Acquisition, Inc. of Missouri.

(3)That (None) are hereby merged and that the above named Gold Cross Ambulance, Inc. is the surviving corporation.

(4)That the Board of Directors of Gold Cross Ambulance, Inc. (Name of Corporation), met on November 2, 1994 and by resolution adopted by written consent of the sole director approved the Plan of Merger set forth in these articles.

(5)That the Board of Directors of GCA Acquisition, Inc. (Name of Corporation) met on November 1, 1994 and by resolution adopted by written consent of the sole director approved the Plan of Merger set forth in these articles.

(6)That the Board of Directors (None) (Name of Corporation) met on                        and by resolution adopted by a majority vote of the members of such board approved the Plan of Merger set forth in these articles.

(7)The Plan of Merger thereafter was approved by written consent of sole shareholder Gold Cross Ambulance, Inc. dated November 1994 at 1006 Grand Ave. Kansas City, MO and at such meeting there were 502 shares entitled to vote and 502 voted in favor and 0 voted against said plan.

(8)The Plan of Merger thereafter was approved by written consent of the shareholder GCA Acquisition, Inc. held on November 1, 1994 at 67 Batterymarch St., Boston, MA and 100 shares entitled to vote and 100 voted in favor and 0 voted against said plan.

(9)The Plan of Merger thereafter was submitted to a vote at the special meeting of the shareholders of None held on                    at                   and at such meeting there were                    shares entitled to vote and                    voted in favor and                    voted against said plan.

(10)PLAN OF MERGER

1.Gold Cross Ambulance, Inc. of Missouri is the survivor.

2.All of the property, rights, privileges, leases and parents of the GCA Acquisition, Inc. Corporation and (None) Corporation are to be transferred to and become the property of Gold Cross Ambulance, Inc., the survivor. The officers and board of directors of the above named corporations are authorized to execute all deeds, assignments. and documents of every nature which may be needed to effectuate a full and complete transfer of ownership.

3.The officers and board of directors of Gold Cross Ambulance, Inc. shall continue in office until their successors are duly elected and qualified under the provisions of the by-laws of the surviving corporation.

4.The outstanding shares of GCA Acquisition, Inc. shall be exchanged for shares of Gold Cross Ambulance, Inc. on the following basis:

100 shares $.01 par value for 100 shares $10.00 par value of the Surviving Corporation.

5.The outstanding shares of (None) shall be exchanged for shares of                      on the following basis:

6.The articles of incorporation on of the survivor are not amended as follows:

IN WITNESS WHEREOF, these Articles of Merger have been executed in duplicate by the aforementioned corporations as of the day and year hereafter acknowledged.

CORPORATE SEAL		Gold Cross Ambulance, Inc.
		By	/s/ Michael C. Willig, President
			(Its President and Vice President)
ATTEST:
By:	/s/ X
	Its Secretary or Assistant Secretary

CORPORATE SEAL			GCA Acquisition, Inc.
			By	/s/ Michael J. McClymont
				(Its President or Vice President)
ATTEST:
By:	/s/ Thomas L. Little
	Its Secretary or Assistant Secretary
CORPORATE SEAL
			(Name of Corporation)
			By
				(Its President or Vice President)
ATTEST:
By
	Its Secretary or Assistant Secretary
State of Missouri		)
		)      ss.
County Of Jackson		)

I, Nancy P. Dickinson, a Notary Public, do hereby certify that on the 2nd day of November, 1994, personally appeared before me Michael C. Willig who being by me first duly sworn, declared that he is the President of Gold Cross Ambulance, Inc. that he signed the foregoing documents as President of the corporation, and that the statements therein contained are true.

(Notarial Seal)
	/s/ Nancy P. Dickinson
	Notary Public
	My commission expires

State Of Missouri	)
	)       ss.
County Of Jackson	)

I, Nancy P. Dickinson, a Notary Public, do hereby certify that on the 2nd day of November, 1994, personally appeared before me Michael J. McClymont who being by me first duly sworn, declared that he is the Vice-President of GCA Acquisition, Inc. that he signed the foregoing documents as                      of the corporation, and that the statements therein contained are true.

(NotarIAL Seal)
	/s/ Nancy P. Dickinson
	Notary Public
	My commission expires

State of	)
	)      ss.
County of	)

I,                                                                                                                                                          , a Notary Public, do hereby certify that on the                                    day of                            , 19    , personally appeared before me                          who being by me first duly sworn, declared that he is the                                              of                                                            that he signed the foregoing documents as                                                            of the corporation, and that the statements therein contained are true.

(Notarial Seal)
	Notary Public
	My commission expires

The Secretary of State’s Office makes every effort to provide program accessibility to all citizens without regard to disability. If you desire this publication in alternate form because of a disability, please contact the Director of Publications, P.O. Box 778, Jefferson City, Mo. 65102; phone (314) 751-1814. Hearing-impaired citizens may contact the Director by phone through Missouri Relay (800-735-2966). The Corporations Division also maintains a Telecommunications Device for the Deaf (TDD) at (314) 526-3599.

STATE OF MISSOURI

Rebecca McDowell, Cook, Secretary of State

P.O. Box 778, Jefferson City, Mo. 65102

Corporation Division

Amendment of Articles of Incorporation

(To be submitted in duplicate)

Pursuant to the provisions of The General and Business Corporation Law of Missouri, the undersigned Corporation certifies the following:

1.The present name of the Corporation is Gold Cross Ambulance, Inc. The name under which it was originally organized was Gold Cross Ambulance, Inc.

2.An amendment to the Corporation’s Articles of Incorporation was adopted by the shareholders on March 1, 1995.

3.Article Number One is amended to read as follows:

THE NAME OF THE CORPORATION IS MEDEVAC MEDICAL RESPONSE, INC.

(If more than one article is to be amended or more space is needed attach fly sheet.)

4.Of the 100 shares outstanding, 100 of such shares were entitled to vote on such amendment.

The number of outstanding shares of any class entitled to vote thereon as a class were as follows:

Class	Number of Outstanding Shares
Common	100

5.The number of shares voted for and against the amendment was as follows:

Class	Number of Outstanding Shares	No Voted Against
Common	100	0

6.If the amendment changed the number or par value of authorized shares having a par value, the amount in dollars of authorized shares having a par value as changed is:

7.If the amendment changed the number of authorized shares without par value, the authorized number of shares without par value as changed and the consideration proposed to be received for such increased authorized shares without par value as are to be presently issued are:

If the amendment provides for an exchange, reclassification, or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, the following is a statement of the manner in which such reduction shall be effected:

IN WITNESS WHEREOF, the undersigned, Thomas L. Little, President has executed this instrument and its Secretary, Robert E. Duncan II has affixed its corporate seal hereto and attested said seal on the 1st day of March, 1995.

Place CORPORATE SEAL Here (If no seal, state “None”)
	Gold Cross Ambulance, Inc. Name of Corporation
ATTEST:
/s/ Robert E. Duncan II	By	/s/ Thomas L. Little
Its Secretary or Assistant Secretary		President or Vice President

STATE OF KANSAS	)
	)       ss.
COUNTY OF SHAWNEE	)

I, Kerry E. Butterfield, a Notary Public, do hereby certify that on the 1st day of March, 1995, personally appeared before me Thomas L. Little who, being by me first duly sworn, declared that he is the President of Gold Cross Ambulance, Inc. that he signed the foregoing documents as President of the corporation, and that the statements therein contained are true.

(Notarial Seal)
	/s/ Kerry E. Butterfield
	Notary Public
	My commission expires 9-12-98

STATE OF MISSOURI

Rebecca McDowell, Cook, Secretary of State

P.O. Box 778, Jefferson City, Mo. 65102

Corporation Division

Statement of Change of Registered Agent

or Registered Office

INSTRUCTIONS

1.The filing fee for this change is $10.00. Change must be filed in DUPLICATE.

2.P.O. Box may only be used in conjunction with Street, Route or Highway.

3.Agent and address must be in the State of Missouri.

4.If a corporation, officers (president or vice president and secretary or assistant secretary) must sign, and president’s or vice president’s signature must be notarized.

5.If limited partnership, general partner must sign and have their signature notarized.

Charter No. 00188426

The undersigned corporation or limited partnership, organized and existing under the laws of the State of Missouri for the purpose of changing its registered agent “The General and Business Corporation Act of Missouri,” or the “Missouri Uniform Limited Partnership Law,” represents that:

(1)The name of the corporation/ltd. partnership is: Medevac Medical Response, Inc.

(2)The name of its registered agent before this change is: C. Robert Buckley

(3)The name of the new registered agent is: Busch Registered Agent, Inc.

(4)The address, including street number, if any, of its registered office before this change is: 311 West Kansas, Independence, MO 64050

(5)Its registered office (including street number, if any change is to be made) is hereby CHANGED TO: 235 East High, Suite 300, Jefferson City, MO 65101

(6)The address of its registered office and the address of the business office of its registered agent, as changed will be identical.

(7)Such change was authorized by resolution duly adopted by the board of directors of the corporation or by the limited partnership.

IN WITNESS WHEREOF, the undersigned corporation or limited partnership has caused this report to be executed in its name by its President or Vice President of the corporation, or General Partner of the limited partnership, and attested to by the assistant secretary if a corporation on the 31st day of July, 1995.

	Medevac Medical Response, Inc. Name of corporation or limited partnership
(CORPORATE SEAL)
If no seal, state “none”
	By	/s/ Thomas L. Little
		President or Vice President of corporation
		or
		General Partner of limited partnership
Attest:
/s/ Robert E. Duncan II
Secretary or Assistant Secretary of corporation

State Of Kansas	)
	)        ss.
County Of Shawnee	)

I, Kerry E. Butterfield, a Notary Public, do hereby certify that on the 31st day of July, 1995, personally appeared before me Thomas L. Little who declares he/she is the President or Vice President of the corporation, or a General Partner of the limited partnership, executing the foregoing documents, and being first duly sworn, acknowledged he/she signed the foregoing document in the capacity therein set forth and declared that the statements therein contained are true.

IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year before written.

(Notarial Seal)
	/s/ Kerry E. Butterfield
	Notary Public
	My commission expires 9-12-98

STATE OF MISSOURI

Rebecca McDowell, Cook, Secretary of State

P.O. Box 778, Jefferson City, MO 65102

Corporation Division

Statement of Change of Registered Agent

or Registered Office

INSTRUCTIONS

1.The filing fee for this change is $10.00. Change must be filed in DUPLICATE.

2.P.O. Box may only be used in conjunction with Street, Route or Highway.

3.Agent and address must be in the State of Missouri.

4.If a corporation, officers (president or vice president and secretary or assistant secretary) must sign, and president’s or vice president’s signature must be notarized.

5.If limited partnership, general partner must sign and have their signature notarized.

Charter No. 00188426

The undersigned corporation or limited partnership, organized and existing under the laws of the State of Missouri for the purpose of changing its registered agent “The General and Business Corporation Act of Missouri,” or the “Missouri Uniform Limited Partnership,” represents that:

(1)The name of the corporation/ltd. partnership is: Medevac Medical Response, Inc.

(2)The name of its registered agent before this change is: Husch Registered Agent, Inc.

(3)The name of the new registered agent is: SNR Registered Agent Services, Inc.

(4)The address, including street number, if any, of its registered office before this change is: 235 East High, Suite 300, Jefferson City, Missouri 65101

(5)Its registered office (including street number, if any change is to be made) is hereby CHANGED TO: 4520 Main, Suite 1100, Kansas City, Missouri 64111

(6)The address of its registered office and the address of the business office of its registered agent, as changed will be identical.

(7)Such change was authorized by resolution duly adopted by the board of directors of the corporation or by the limited partnership.

IN WITNESS WHEREOF, the undersigned corporation or limited partnership has caused this report to be executed in its name by its President or Vice President of the corporation, or General Partner of the limited partnership, and attested to by the assistant secretary if a corporation on the                day of                  , 19  

	Medevac Medical Response, Inc. Name of corporation or limited partnership
(CORPORATE SEAL)
If no seal, state “none”
	By	/s/ David Bingaman
		President or Vice President of corporation
		or
		General Partner of limited partnership
Attest:
/s/ Tom C. Nelson
Secretary or Assistant Secretary of corporation

STATE OF Colorado	)
	)      ss.
COUNTY OF Arapahoe	)

I, Michelle B. Pate, a Notary Public, do hereby certify that on the 30 day of September, 1996, personally appeared before me David A. Bingaman who declares he/she is the President or Vice President of the corporation, or a General Partner of the limited partnership, executing the foregoing documents, and being first duly sworn, acknowledged he/she signed the foregoing document in the capacity therein set forth and declared that the statements therein contained are true.

IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year before written.

(Notarial Seal)	/s/ Michelle B. Pate
	Notary Public
	My commission expires 7-21-97

STATE OF MISSOURI

Rebecca McDowel, Cook, Secretary of State

P.O. Box 778, Jefferson City, Mo. 65102

Corporation Division

Statement of Change of Registered Agent

or Registered Office

INSTRUCTIONS

1.The filing fee for this change is $10.00. Change must be filed in DUPLICATE.

2.P.O. Box may only be used in conjunction with Street, Route or Highway.

3.Agent and address must be in the State of Missouri.

4.If a corporation, officers (president or vice president and secretary or assistant secretary) must sign, and president’s or vice president’s signature must be notarized.

5.If limited partnership, general partner must signed and have their signature notarized.

Charter No. 00188426

The undersigned corporation or limited partnership, organized and existing under the laws of the State of Missouri for the purpose of changing its registered agent “The General and Business Corporation Act of Missouri,” or the “Missouri Uniform Limited Partnership Law,” represents that:

(1)The name of the corporation/ltd. partnership is: Medevac Medical Response, Inc.

(2)The name of its registered agent before this change is: SNR Registered Agent Services

(3)The name of the new registered agent is: THE CORPORATION COMPANY

(4)The address, including street number, if any, of its registered office before this change is: 4520 Main, Suite 1100, Kansas City, MO 64111

(5)Its registered office (including street number, if any change is to be made) is hereby CHANGED TO: 7733 Forsyth Blvd., Clayton, Missouri 63105

(6)The address of its registered office and the address of the business office of its registered agent, as changed will be identical.

(7)Such change was authorized by resolution duly adopted by the board of directors of. the corporation or by the limited partnership.

IN WITNESS WHEREOF, the undersigned corporation or limited partnership has caused this report to be executed in its name by its President or Vice President of the corporation, or General Partner of the limited partnership, and attested to by the assistant secretary if a corporation on the 13 day of March, 1997.

	Medevac Medical Response, Inc. Name of corporation or limited partnership
(CORPORATE SEAL)
If no seal, state “none”
	By	/s/ William George
		President or Vice President of corporation
		or
		General Partner of limited partnership William George, Vice President
Attest:
/s/ David C. Colby,
Secretary or Assistant Secretary of corporation
David C. Colby, Assistant Secretary

State Of Colorado	)
	)        ss.
County Of Arapahoe	)

I, Sheri Kilgore, a Notary Public, do hereby certify that on the 13 day of March, 1997, personally appeared before me William George who declares he/she is the President or Vice President of the corporation, or a General Partner of the limited partnership, executing the foregoing documents and being first duly sworn, acknowledged he or she signed the foregoing document in the capacity therein set forth and declared that the statements therein contained are true.

IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year before written.

(Notary Seal)

/s/ Sheri Kilgore

Notary Public

My commission expires 4-2-2000

STATE OF MISSOURI

Rebecca McDowell Cook, Secretary of State

P.O. Box 778, Jefferson City, Mo. 65102

Corporation Division

Statement of Change of Business Office

of a Registered Agent

Instructions

1.The filing fee for this change is $10.00. Change must be filed in DUPLICATE.

2.P.O. Box may only be used in conjunction with Street, Route or Highway.

3.Agent and address must be in the State of Missouri.

4.The corporation or limited partnership cannot act as its own registered agent. The registered agent should sign in his individual name, unless the registered agent is a corporation, in which case the execution should be by proper officers.

Charter No. 00188426

The undersigned registered agent, for the purpose of changing its business office in Missouri as provided b y the provisions of “The General and Business Corporation Act in Missouri,” or the “Missouri Uniform Limited Partnership Law,” represents that:

1.The name of the corporation/limited. partnership is MEDEVAC MEDICAL RESPONSE, INC.

2.The name of this registered agent before this change is: The Corporation Company

3.The address, including street number, if any, of the present business office of the registered agent is 7733 Forsyth Blvd., Clayton, Missouri 63105

4.The address, including street number, if any, of the business office of the registered agent is hereby changed to 120 Central Avenue, Clayton, Missouri 63105.

5.Notice in writing of the change has been mailed by the registered agent to the corporation/limited partnership named above.

6.The address of the registered office of the corporation/limited partnership named above and the business office of the registered agent, as changed, is identical.

(The following should be executed only if the registered agent is a natural person)

IN WITNESS WHEREOF, the undersigned registered agent has caused this report to be executed this                                                                                                                  day of                                                                                                                                                     , 19   

Signature of Registered Agent

State of	)
	)       ss.
County of	)

On this                                   day of                                      , in the year 19 , before me,                                , a Notary Public in and for said state, personally appeared                             known to me to be the                 person who executed the within Statement of Change of Business Office and acknowledged to me that executed the same for the purposes therein stated.

(Notarial Seal)
	Notary Public
	My commission expires

(The following should be executed only if the registered agent is a corporation)

IN WITNESS WHEREOF, the undersigned registered agent has caused this report to be executed in its name by, its president or vice president, attested by its secretary or assistant secretary this 27th day of March, 1998.

	The Corporation Company Name of Corporation
(Corporate Seal) None If no seal, state “none”
	By	/s/ Kenneth J. Uva
		President or Vice President
Attest:
/s/ Marie Hauer
Secretary or Assistant Secretary

State of New York	)
	)        ss.
County of New York	)

On this 27th day of March in the year 1998, before me Theresa Alfieri, a Notary Public in and for said state, personally appeared Kenneth J. Uva, Vice President, The Corporation Company known to me to be the person who executed the within Statement of Change of Business Office on behalf of said corporation and acknowledged to me that he executed the same for the purposes therein stated.

	/s/ Theresa Alfieri
	Notary Public
(Notarial Seal)	My commission expires 12/31/99

State of Missouri
Robin Carnahan, Secretary of State
Corporations Division
P.O. Box 778 / 600 W. Main Street, Ran 322
Jefferson City, MO 65102

Statement of Change of Registered Agent and/or Registered Office
By a Foreign or Domestic For Profit or Nonprofit Corporation or a Limited Liability Company

Instructions

1.This form is to be used by either a for profit or nonprofit corporation or a limited liability company to change either or both the name of its registered agent and/or the address of its existing registered agent.

2.There is a $10.00 fee for filing this statement.

3.P.O. Box may only be used in conjunction with a physical street address.

4.Agent and address must be in the State of Missouri.

5.The corporation may not act as its own agent.

Charter No. 00188426                        

(1)The name of the business entity is: MEDEVAC MEDICAL RESPONSE, INC.

(2)The address, including street and number, of its present registered office (before change) is:

120 South Central Avenue, Clayton, MO 63105
Address	City/State/Zip

(3)The address, including street and number, of its registered office is hereby changed to:

221 Bolivar Street, Jefferson City, MO 65101

Address (P.O. Box may only be used in conjunction with a physical street address) City/State/Zip

(4)The name of its present registered agent (before change) is: The Corporation Company

(5)The name of the new registered agent is: CSC - Lawyers Incorporating Service Company

Authorized signature of new registered agent must appear below:

/s/Elizabeth A. Dawson	Elizabeth A. Dawson, Asst. Vice President
(May attach separate originally executed written consent to this form in lieu of this signature)

(6)The address of its registered office and the address of the office of its registered agent, as changed, will be identical.

(7)The change was duly authorized by the business entity named above.

In Affirmation thereof, the facts stated above are true and correct:

(The undersigned understands that false statements made in this filing are subject to the penalties provided under Section 575.040, RSMo)

/s/Todd Zimmerman,	Todd Zimmerman
Authorized signature of officer or, if applicable, chairman of the board Printed Name
EVP		3/8/06
Title		month/day/year

Name and address to return filed document:

Corporation Service Company

Name: Attn: Elizabeth A. Dawson

Address: 2711 Centerville Road, Suite 400

City, State, and Zip Code: Wilmington, DE 19808

STATEMENT OF CORRECTION

1.  The name of the corporation is Medevac Medical Response, Inc. (Charter #00188426).

2.  The corporation was organized in Missouri on December 30, 1976.

3.  Type of document being corrected is the Amendment of Articles of Incorporation which was filed with the Missouri Secretary of State on September 23, 2011.

4.  Describe the incorrect statement and the reason for the correction:

Due to a clerical error, the wrong Amendment of Articles of Incorporation was filed.  Article Six is hereby corrected to read as Attachment A.

There are no amendments to Articles Seven thru Eleven of the Articles of Incorporation by virtue of the Amendment of Articles of Incorporation that was filed on September 23, 2011.

In affirmation thereof, the facts state above are true and correct.

(The undersigned understands that false statements made in this filing are subject to the penalties provided under Section 575.040, RSMo)

/s/ Craig A. Wilson	Craig A. Wilson	Secretary	9/23/11
Signature	Printed Name	Title	Date

Attachment A

ARTICLE SIX

A.Actions Involving Directors and Officers.  The corporation shall indemnify each person who at any time is serving or has served as a director or an officer of the corporation against any claim, liability or expense incurred as a result of such service, or as a result of any other service on behalf of the corporation, or service at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise, to the maximum extent permitted by law.  Without limiting the generality of the foregoing, the corporation shall indemnify any such person who was or is a party (other than a party plaintiff suing on his own behalf or in the right of the corporation), or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including, but not limited to, an action by or in the right of the corporation) by reason of such services against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding.

B.Actions Involving Employees or Agents.

1.The corporation may, if it deems appropriate and as may be permitted by this Article, indemnify any person who at any time is serving or has served as an employee or agent of the corporation against any claim, liability or expense incurred as a result of such service or as a result of any other service on behalf of the corporation, or service at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, to the maximum extent permitted by law or to such lesser extent as the corporation, in its discretion, may deem appropriate.  Without limiting the generality of the foregoing, the corporation may indemnify any such person who was or is a party (other than a party plaintiff suing on his own behalf or in the right of the corporation), or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including, but not limited to, an action by or in the right of the corporation) by reason of such services against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding.

2.To the extent that an employee or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section B(1) of this Article, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the action, suit or proceeding.

C.Determination of Right to Indemnification in Certain Circumstances.  Any indemnification required under Section A of this Article or authorized by the corporation under Section B of this Article, unless ordered by a court, shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in or established pursuant to this Article.  Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or even if

obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the shareholders.

D.Advance Payment of Expenses.  Expenses incurred by a person who is or was a director or an officer of the corporation in defending a civil or criminal action, suit or proceeding shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding, and expenses incurred by a person who is or was an employee or agent of the corporation in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors, in either case upon receipt of an undertaking by or on behalf of the director or an officer to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the corporation as authorized in or pursuant to this Article.

E.Not Exclusive.  The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under the Bylaws of the corporation or any statute, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office.

F.Indemnification Agreements Authorized.  Without limiting the other provisions of this Article, the corporation is authorized from time to time, without further action by the shareholders of the corporation, to enter into agreements with any director, officer, employee or agent of the corporation providing such rights of indemnification as the corporation may deem appropriate, up to the maximum extent permitted by law.  Any such agreement entered into by the corporation with a director may be authorized by the other directors, and such authorization shall not be invalid on the basis that similar agreements may have been or may thereafter be entered into with such other directors.

G.Standard of Conduct.  Except as may otherwise be permitted by law, no person shall be indemnified pursuant to this Article (including without limitation pursuant to any agreement entered into pursuant to Section F of this Article) from or on account of such person’s conduct which is finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct.  The corporation may (but need not) adopt a more restrictive standard of conduct with respect to the indemnification of any employee or agent of the corporation.

H.Insurance.  The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was otherwise serving on behalf or at the request of the corporation in any such capacity, or arising out of his status as such, whether or not the corporation is obliged to or would have the power to indemnify him against such liability under the provisions of this Article; provided, that the obtaining of any such insurance shall not give rise to any right to indemnification for any director, officer, employee or agent except as otherwise specified herein, in the Bylaws of the corporation, or by separate agreement with the corporation.

I.Certain Definitions.  For the purposes of this Article:

1.Any director or officer of the corporation who shall serve as a director, officer or employee of any other corporation, partnership, joint venture, trust or other enterprise of which the corporation, directly or indirectly, is or was the owner of a majority of either the outstanding equity interests or the outstanding voting stock (or comparable interests) shall be deemed to be serving as such director, officer or employee at the request of the corporation, unless

the Board of Directors of the corporation shall determine otherwise.  In all other instances where any person shall serve as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise of which the corporation is or was a stockholder or creditor, or in which it is or was otherwise interested, if it is not otherwise established that such person is or was serving as such director, officer, employee or agent at the request of the corporation, the Board of Directors of the corporation may determine whether such service is or was at the request of the corporation, and it shall not be necessary to show any actual or prior request for such service.

2.References to a corporation include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation so that any person who is or was a director, officer, employee or agent of such a constituent corporation or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Article with respect to the resulting or surviving corporation as he would if he had served the resulting or surviving corporation in the same capacity.

3.The term “other enterprise” shall include employee benefit plans; the term “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; the term “serving at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to any employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have satisfied any standard of care required by or pursuant to this Article in connection with such plan.

J.Survival.  Any indemnification rights provided pursuant to this Article shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.  Notwithstanding any other provision in these Articles of Incorporation, indemnification rights arising under or granted pursuant to this Article shall survive amendment or repeal of this Article with respect to any acts or omissions occurring prior to the effective time of such amendment or repeal and persons to whom such indemnification rights are given shall be entitled to rely upon such indemnification rights with respect to such acts or omissions as a binding contract with the corporation.

K.Amendment.  The affirmative vote of the holders of record of outstanding shares representing at least a majority of all of the outstanding shares of capital stock of the corporation then entitled to vote generally in the election of directors, voting together as a single class, shall be required to amend, repeal or adopt any provision inconsistent with this Article, notwithstanding the fact that a lesser percentage may be specified by the laws of Missouri.

EX-3.144

Exhibit 3.144

BY-LAWS

OF

THE SUBSIDIARIES OF

AMERICAN MEDICAL RESPONSE, INC.

Section 1. LAW, CERTIFICATE OF INCORPORATION

AND BY-LAWS

1.1. These by-laws are subject to the certificate of incorporation of the corporation. In these by-laws, references to law, the certificate of incorporation and by-laws mean the law, the provisions of the certificate of incorporation and the by-laws as from time to time in effect.

Section 2. STOCKHOLDERS

2.1. Annual Meeting. The annual meeting of stockholders shall be held at 10:00 am on the second Tuesday in May in each year, unless that day be a legal holiday at the place where the meeting is to be held, in which case the meeting shall be held at the same hour on the next succeeding day not a legal holiday, or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect a board of directors and transact such other business as may be required by law or these by-laws or as may properly come before the meeting.

2.2. Special Meetings. A special meeting of the stockholders may be called at any time by the chairman of the board, if any, the president or the board of directors. A special meeting of the stockholders shall be called by the secretary, or in the case of the death, absence, incapacity or refusal of the secretary, by an assistant secretary or some other officer, upon application of a majority of the directors. Any such application shall state the purpose or purposes of the proposed meeting. Any such call shall state the place, date, hour, and purposes of the meeting.

2.3. Place of Meeting. All meetings of the stockholders for the election of directors or for any other purpose shall be held at such place within or without the state of incorporation as may be determined from time to time by the chairman of the board, if any, the president or the board of directors. Any adjourned session of any meeting of the stockholders shall be held at the place designated in the vote of adjournment.

2.4. Notice of Meetings. Except as otherwise provided by law, a written notice of each meeting of stockholders stating the place, day and hour thereof and, in the case of a special meeting, the purposes for which the meeting is called, shall be given not less then ten nor more than sixty days before the meeting, to each stockholder entitled to vote thereat, and to each stockholder who, by law, by the certificate of incorporation or by these by-laws, is entitled to notice, by leaving such notice with him or at his residence or usual place of business, or by depositing it in the United States mail, postage prepaid, and addressed to such stockholder at his

address as it appears in the records of the corporation. Such notice shall be given by the secretary, or by an officer or person designated by the board of directors, or in the case of a special meeting by the officer calling the meeting. As to any adjourned session of any meeting of stockholders, notice of the adjourned meeting need not be given if the time and place thereof are announced at the meeting at which the adjournment was taken except that if the adjournment is for more than thirty days or if after the adjournment a new record date is set for the adjourned session, notice of any such adjourned session of the meeting shall be given in the manner heretofore described. No notice of any meeting of stockholders or any adjourned session thereof need be given to a stockholder if a written waiver of notice, executed before or after the meeting or such adjourned session by such stockholder, is filed with the records of the meeting or if the stockholder attends such meeting without objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the stockholders or any adjourned session thereof need be specified in any written waiver of notice.

2.5. Quorum of Stockholders. At any meeting of the stockholders a quorum as to any matter shall consist of a majority of the votes entitled to be cast on the matter, except where a larger quorum is required by law, by the certificate of incorporation or by these by-laws. Any meeting may be adjourned from time to time by a majority of the votes properly cast upon the question, whether or not a quorum is present. If a quorum is present at an original meeting, a quorum need not be present at an adjourned session of that meeting. Shares of its own stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of any corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

2.6. Action by Vote. When a quorum is present at any meeting, a plurality of the votes properly cast for election to any office shall elect to such office and a majority of the votes properly cast upon any question other than an election to an office shall decide the question, except when a larger vote is required by law, by the certificate of incorporation or by these by-laws. No ballot shall be required for any election unless requested by a stockholder present or represented at the meeting and entitled to vote in the election.

2.7. Action without Meetings. Unless otherwise provided in the certificate of incorporation, any action required or permitted to be taken by stockholders for or in connection with any corporate action may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in the state of incorporation by hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. No written consent shall be effective to take the corporate action referred to therein unless written consents signed by a number of stockholders sufficient to take such action are delivered to the corporation

2

in the manner specified in this paragraph within sixty days of the earliest dated consent so delivered.

If action is taken by consent of stockholders and in accordance with the foregoing, there shall be filed with the records of the meetings of stockholders the writing or writings comprising such consent.

If action is taken by less than unanimous consent of stockholders, prompt notice of the taking of such action without a meeting shall be given to those who have not consented in writing and a certificate signed and attested to by the secretary that such notice was given shall be filed with the records of the meetings of stockholders.

In the event that the action which is consented to is such as would have required the filing of a certificate under any provision of the General Corporation Law of the State of Delaware, if such action had been voted upon by the stockholders at a meeting thereof, the certificate filed under such provision shall state, in lieu of any statement required by such provision concerning a vote of stockholders, that written consent has been given under Section 228 of said General Corporation Law and that written notice has been given as provided in such Section 228.

2.8. Proxy Representation. Every stockholder may authorize another person or persons to act for him by proxy in all matters in which a stockholder is entitled to participate, whether by waiving notice of any meeting, objecting to or voting or participating at a meeting, or expressing consent or dissent without a meeting. Every proxy must be signed by the stockholder or by his attorney-in-fact. No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally. The authorization of a proxy may but need not be limited to specified action, provided, however, that if a proxy limits its authorization to a meeting or meetings of stockholders, unless otherwise specifically provided such proxy shall entitle the holder thereof to vote at any adjourned session but shall not be valid after the final adjournment thereof.

2.9. Inspectors. The directors or the person presiding at the meeting may, and shall if required by applicable law, appoint one or more inspectors of election and any substitute inspectors to act at the meeting or any adjournment thereof. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspectors shall make a report in writing of any challenge, question or matter determined by them and execute a certificate of any fact found by them.

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2.10. List of Stockholders. The secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in his name. The stock ledger shall be the only evidence as to who are stockholders entitled to examine such list or to vote in person or by proxy at such meeting.

Section 3. BOARD OF DIRECTORS

3.1. Number. The corporation shall have one or more directors, the number shall be consistent with applicable law and shall be determined from time to time by vote of a majority of the directors then in office. No director need be a stockholder.

3.2. Tenure. Each director shall hold office until the next annual meeting and until his successor is elected and qualified, or until he sooner dies, resigns, is removed or becomes disqualified.

3.3. Powers. The business and affairs of the corporation shall be managed by or under the direction of the board of directors who shall have and may exercise all the powers of the corporation and do all such lawful acts and things as are not by law, the certificate of incorporation or these by-laws directed or required to be exercised or done by the stockholders.

3.4. Vacancies. Vacancies and any newly created directorships resulting from any increase in the number of directors may be filled by vote of the holders of the particular class or series of stock entitled to elect such director at a meeting called for the purpose, or by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, in each case elected by the particular class or series of stock entitled to elect such directors. When one or more directors shall resign from the board, effective at a future date, a majority of the directors then in office, including those who have resigned, who were elected by the particular class or series of stock entitled to elect such resigning director or directors shall have power to fill such vacancy or vacancies, the vote or action by writing thereon to take effect when such resignation or resignations shall become effective. The directors shall have and may exercise all their powers notwithstanding the existence of one or more vacancies in their number, subject to any requirements of law or of the certificate of incorporation or of these by-laws as to the number of directors required for a quorum or for any vote or other actions.

3.5. Committees. The board of directors may, by vote of a majority of the whole board, (a) designate, change the membership of or terminate the existence of any committee or committees, each committee to consist of one or more of the directors; (b) designate one or more directors as alternate members of any such committee who may replace any absent or disqualified member at any meeting of the committee; and (c) determine the extent to which each such committee shall have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation, including the power to authorize the seal of the corporation to be affixed to all papers which require it and the power and authority to declare dividends or to authorize the issuance of stock; excepting, however, such powers which by law, by the certificate of incorporation or by these by-laws they are prohibited from so delegating. In the absence or disqualification of any member of such committee and his alternate, if any, the member or members thereof present at any meeting and not

4

disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Except as the board of directors may otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by the board or such rules, its business shall be conducted as nearly as may be in the same manner as is provided by these by-laws for the conduct of business by the board of directors. Each committee shall keep regular minutes of its meetings and report the same to the board of directors upon request.

3.6. Regular Meetings. Regular meetings of the board of directors may be held without call or notice at such places within or without the State of Delaware and at such times as the board may from time to time determine, provided that notice of the first regular meeting following any such determination shall be given to absent directors. A regular meeting of the directors may be held without call or notice immediately after and at the same place as the annual meeting of stockholders.

3.7. Special Meetings. Special meetings of the board of directors may be held at any time and at any place within or without the state of incorporation designated in the notice of the meeting, when called by the chairman of the board, if any, the president, or by one-third or more in number of the directors, reasonable notice thereof being given to each director by the secretary or by the chairman of the board, if any, the president or any one of the directors calling the meeting.

3.8. Notice. It shall be reasonable and sufficient notice to a director to send notice by mail or overnight courier at least forty-eight hours or by telegram at least twenty-four hours before the meeting addressed to him at his usual or last known business or residence address or to give notice to him in person or by telephone at least twenty-four hours before the meeting. Notice of a meeting need not be given to any director if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. Neither notice of a meeting nor a waiver of a notice need specify the purposes of the meeting.

3.9. Quorum. Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, at any meeting of the directors a majority of the directors then in office shall constitute a quorum; a quorum shall not in any case be less than one-third of the total number of directors constituting the whole board. Any meeting may be adjourned from time to time by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

3.10. Action by Vote. Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, when a quorum is present at any meeting the vote of a majority of the directors present shall be the act of the board of directors.

3.11. Action Without a Meeting. Any action required or permitted to be taken at any meeting of the board of directors or a committee thereof may be taken without a meeting if all the members of the board or of such committee, as the case may be, consent thereto in writing, and such writing or writings are filed with the records of the meetings of the board or of such

5

committee. Such consent shall be treated for all purposes as the act of the board or of such committee, as the case may be.

3.12. Participation in Meetings by Conference Telephone. Members of the board of directors, or any committee designated by such board, may participate in a meeting of such board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other or by any other means permitted by law. Such participation shall constitute presence in person at such meeting.

3.13. Compensation. In the discretion of the board of directors, each director may be paid such fees for his services as director and be reimbursed for his reasonable expenses incurred in the performance of his duties as director as the board of directors from time to time may determine.

Nothing contained in this section shall be construed to preclude any director from serving the corporation in any other capacity and receiving reasonable compensation therefor.

3.14. Interested Directors and Officers.

(a) No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of the corporation’s directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if:

(1) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or

(2) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or

(3) The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the board of directors, a committee thereof, or the stockholders.

(b) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes the contract or transaction.

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Section 4. OFFICERS AND AGENTS

4.1. Enumeration; Qualification. The officers of the corporation shall be a president, a treasurer, a secretary and such other officers, if any, as the board of directors from time to time may in its discretion elect or appoint including without limitation a chairman of the board, one or more vice presidents and a controller. The corporation may also have such agents, if any, as the board of directors from time to time may in its discretion choose. Any officer may be but none need be a director or stockholder. Any two or more offices may be held by the same person. Any officer may be required by the board of directors to secure the faithful performance of his duties to the corporation by giving bond in such amount and with sureties or otherwise as the board of directors may determine.

4.2. Powers. Subject to law, to the certificate of incorporation and to the other provisions of these by-laws, each officer shall have, in addition to the duties and powers herein set forth, such duties and powers as are commonly incident to his office and such additional duties and powers as the board of directors may from time to time designate.

4.3. Election. The officers may be elected by the board of directors at their first meeting following the annual meeting of the stockholders or at any other time. At any time or from time to time the directors may delegate to any officer their power to elect or appoint any other officer or any agents.

4.4. Tenure. Each officer shall hold office until his respective successor is chosen and qualified unless a shorter period shall have been specified by the terms of his election or appointment, or in each case until he sooner dies, resigns, is removed or becomes disqualified. Each agent shall retain his authority at the pleasure of the directors, or the officer by whom he was appointed or by the officer who then holds agent appointive power.

4.5. Chairman of the Board of Directors, President and Vice President. The chairman of the board, if any, shall have such duties and powers as shall be designated from time to time by the board of directors. Unless the board of directors otherwise specifies, the chairman of the board, or if there is none the chief executive officer, shall preside, or designate the person who shall preside, at all meetings of the stockholders and of the board of directors.

Unless the board of directors otherwise specifies, the president shall be the chief executive officer and shall have direct charge of all business operations of the corporation and, subject to the control of the directors, shall have general charge and supervision of the business of the corporation.

Any vice presidents shall have such duties and powers as shall be set forth in these by-laws or as shall be designated from time to time by the board of directors or by the president.

4.6. Treasurer and Assistant Treasurers. Unless the board of directors otherwise specifies, the treasurer shall be in charge of the corporation’s funds and valuable papers, and shall have such other duties and powers as may be designated from time to time by the board of directors or by the president. If no controller is elected, the treasurer shall, unless the board of directors otherwise specifies, also have the duties and powers of the controller. Any assistant

7

treasurers shall have such duties and powers as shall be designated from time to time by the board of directors, the president or the treasurer.

4.7. Controller and Assistant Controllers. If a controller is elected, he shall, unless the board of directors otherwise specifies, be in charge of its books of account and accounting records, and of its accounting procedures. He shall have such other duties and powers as may be designated from time to time by the board of directors, the president or the treasurer. Any assistant controller shall have such duties and powers as shall be designated from time to time by the board of directors, the president, the treasurer or the controller.

4.8. Secretary and Assistant Secretaries. The secretary shall record all proceedings of the stockholders, of the board of directors and of committees of the board of directors in a book or series of books to be kept therefor and shall file therein all actions by written consent of stockholders or directors. In the absence of the secretary from any meeting, an assistant secretary, or if there be none or he is absent, a temporary secretary chosen at the meeting, shall record the proceedings thereof. Unless a transfer agent has been appointed the secretary shall keep or cause to be kept the stock and transfer records of the corporation, which shall contain the names and record addresses of all stockholders and the number of shares registered in the name of each stockholder. He shall have such other duties and powers as may from time to time be designated by the board of directors or the president. Any assistant secretaries shall have such duties and powers as shall be designated from time to time by the board of directors, the president or the secretary.

Section 5. RESIGNATIONS AND REMOVALS

5.1. Any director or officer may resign at any time by delivering his resignation in writing to the chairman of the board, if any, the president, or the secretary or to a meeting of the board of directors. Such resignation shall be effective upon receipt unless specified to be effective at some other time, and without in either case the necessity of its being accepted unless the resignation shall so state. A director (including persons elected by stockholders or directors to fill vacancies in the board) may be removed from office with or without cause by the vote of the holders of a majority of the issued and outstanding shares of the particular class or series entitled to vote in the election of such director. The board of directors may at any time remove any officer either with or without cause. The board of directors may at any time terminate or modify the authority of any agent.

Section 6. VACANCIES

6.1. If the office of the president or the treasurer or the secretary becomes vacant, the directors may elect a successor by vote of a majority of the directors then in office. If the office of any other officer becomes vacant, any person or body empowered to elect or appoint that officer may choose a successor. Each such successor shall hold office for the unexpired term, and in the case of the president, the treasurer and the secretary until his successor is chosen and qualified or in each case until he sooner dies, resigns, is removed or becomes disqualified. Any vacancy of a directorship shall be filled as specified in Section 3.4 of these by-laws.

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Section 7. CAPITAL STOCK

7.1. Stock Certificates. Each stockholder shall be entitled to a certificate stating the number and the class and the designation of the series, if any, of the shares held by him, in such form as shall, in conformity to law, the certificate of incorporation and the by-laws, be prescribed from time to time by the board of directors. Such certificate shall be signed by the chairman or vice chairman of the board, or the president or a vice president and by the treasurer or an assistant treasurer or by the secretary or an assistant secretary. Any of or all the signatures on the certificate may be a facsimile. In case an officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the time of its issue.

7.2. Loss of Certificates. In the case of the alleged theft, loss, destruction or mutilation of a certificate of stock, a duplicate certificate may be issued in place thereof, upon such terms, including receipt of a bond sufficient to indemnify the corporation against any claim on account thereof, as the board of directors may prescribe.

Section 8. TRANSFER OF SHARES OF STOCK

8.1. Transfer on Books. Subject to the restrictions, if any, stated or noted on the stock certificate, shares of stock may be transferred on the books of the corporation by the surrender to the corporation or its transfer agent of the certificate therefor properly endorsed or accompanied by a written assignment and power of attorney properly executed, with necessary transfer stamps affixed, and with such proof of the authenticity of signature as the board of directors or the transfer agent of the corporation may reasonably require. Except as may be otherwise required by law, by the certificate of incorporation or by these by-laws, the corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to receive notice and to vote or to give any consent with respect thereto and to be held liable for such calls and assessments, if any, as may lawfully be made thereon, regardless of any transfer, pledge or other disposition of such stock until the shares have been properly transferred on the books of the corporation.

It shall be the duty of each stockholder to notify the corporation of his post office address.

8.2. Record Date. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no such record date is fixed by the board of directors, the record date for determining the stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment

9

of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no such record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the state of incorporation hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. If no record date has been fixed by the board of directors and prior action by the board of directors is required by applicable law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such payment, exercise or other action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

Section 9. CORPORATE SEAL

9.1. Subject to alteration by the directors, the seal of the corporation shall consist of a flat-faced circular die with the word “Delaware” and the name of the corporation cut or engraved thereon, together with such other words, dates or images as may be approved from time to time by the directors.

Section 10. EXECUTION OF PAPERS

10.1. Except as the board of directors may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts or other obligations made, accepted or endorsed by the corporation shall be signed by the chairman of the board, if any, the president, a vice president or the treasurer.

Section 11. FISCAL YEAR

11.1. The fiscal year of the corporation shall end on the 31st of December.

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Section 12. AMENDMENTS

12.1. These by-laws may be adopted, amended or repealed by vote of a majority of the directors then in office or by vote of a majority of the stock outstanding and entitled to vote. Any by-law, whether adopted, amended or repealed by the stockholders or directors, may be amended or reinstated by the stockholders or the directors.

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EX-3.145

Exhibit 3.145

ARTICLES OF INCORPORATION

OF

MEDEVAC MIDAMERICA, INC.

I, the undersigned, natural person of the age of eighteen (18) years or more do hereby adopt the following Articles of Incorporation for the purpose of forming a corporation under the General and Business Corporation Act of Missouri.

ARTICLE I

The name of the corporation is Medevac MidAmerica, Inc.

ARTICLE II

The initial registered office of the corporation in the State of Missouri shall be located at 4705 Central, Kansas City, Missouri 64112. The name of the initial registered agent at such address shall be PW&S Agent Service, Inc.

ARTICLE III

The aggregate number of shares which the corporation shall have authority to issue shall be 300,000 shares, all of which shall be common stock shares of the par value of 10 cent(s) each, amounting in the aggregate to $30,000.

ARTICLE IV

No holder of any of the shares of any class of the corporation shall be entitled as of right to subscribe for, purchase, or otherwise acquire any shares of any class of the corporation which the corporation proposes to issue or any rights or options which the corporation proposes to grant for the purchase of shares of any class of the corporation or for the purchase of any shares, bonds, securities, or obligations of the corporation which are convertible into or exchangeable for, or which carry any rights, to subscribe for, purchase, or otherwise acquire shares of any class of the corporation; and any and all of such shares, bonds, securities or obligations of the corporation, whether now or hereafter authorized or created, may be issued, or may be reissued or transferred if the same have been re-acquired and have treasury status, and any and all of such rights and options may be granted by the Board of Directors to such persons, firms, corporations and associations, and for such lawful consideration, and on such terms, as the Board of Directors in its discretion may determine, without first offering the same, or any part thereof, to any said holder.

ARTICLE V

The name and place of residence of the incorporator is as follows:

Harold M. Goss

4909 W. 68th

Prairie Village, Kansas

ARTICLE VI

The initial Board of Directors of the corporation shall consist of three (3) persons. Thereafter, the number of Directors shall be fixed by the By-Laws of the corporation and any change in the number of Directors shall be reported to the Secretary of State within thirty (30) calendar days of such change.

ARTICLE VII

The Corporation shall have perpetual existence.

ARTICLE VIII

The purposes for which this corporation is formed are as follows:

To provide emergency advanced and basic life support patient transportation, patient health care, medical services, pre-hospital care and treatment for cities, counties, local government and entities and others on a contract basis or otherwise;

To buy or otherwise acquire, to own, hold, lease, sell or otherwise dispose of, to maintain and repair, to operate and use and to mortgage or otherwise encumber real property and personal property of all kinds;

To own, hold, build, construct and erect, buildings and structures of all types, and to buy, sell, lease, own, manage, operate, maintain, repair, restore and rebuild the same;

To own or lease motor vehicles, or other vehicles or means of transportation and to employ them as common, contract or private carrier for the transportation of persons or property or both and to obtain any Interstate Commerce Commission permits or other state, federal or foreign permits, licenses or authority required to engage in such transportation;

To invest, lend and deal with moneys of the corporation in any lawful manner, and to acquire by purchase, by the exchange of stock or other securities of the corporation, by subscription or otherwise, and to invest in, to hold for investment or for any other purpose, and to use, sell, pledge or otherwise dispose of, and in general to deal in any interest concerning or enter into any transaction with respect to (including “long” and “short” sales of) any stocks, bonds, notes, debentures, certificates, receipts and other securities and obligations of any government, state, municipality, corporation, association or other entity, including individuals and partnerships and, while owner thereof, to exercise all of the rights, powers and privileges of

ownership, including, among other things, the right to vote thereon for any and all purposes and to give consents with respect thereto.

To engage in any lawful act or activity for which corporations may be organized under the General and Business Corporation Law of Missouri.

In addition to the powers and privileges conferred upon the corporation by law and those incidental thereto, the corporation shall possess and may exercise all the powers and privileges which are necessary or convenient to the conduct, promotion or attainment of the business, objects or purposes of the corporation.

ARTICLE IX

Indemnification of Directors and Officers

Any person, by reason of the fact that he was or is a director or officer of the corporation or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise and their legal representatives, shall be indemnified by the corporation for expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any suit, action or proceeding, including attorneys’ fees, if such person was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action, suit or proceeding by or in the right of the corporation. However, the corporation shall not indemnify such officer or director if such person did not act in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation. Termination of any suit, action or proceedings by judgment, order, settlement or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that such officer or director did not act in good faith and in a manner he did not reasonably believe to be in or not opposed to the best interest of the corporation.

Any person, by reason of the fact that he was or is a director or officer of the corporation or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise and their legal representatives, shall be indemnified by the corporation for expenses, judgments, fines and amounts paid in settlements actually and reasonably incurred by him in connection with any suit, action or proceeding, including attorneys’ fees, if such person was or is a party, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, administrative or investigative, brought by or in the right of the corporation. However, the corporation shall not indemnify such officer or director if such person did not act in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and if such person be adjudged liable for negligence or misconduct in the performance of his duty to the corporation, the corporation shall only indemnify such person to the extent that the Court in which the action or suit was brought shall determine upon application that, such person is reasonably entitled to indemnity for all or any portion thereof of such judgments, fines or expenses, including but not limited to attorneys’ fees, which the Court shall deem proper.

The corporation shall indemnify any officer or director and their legal representative who is successful on the merits or otherwise in defense of any suit, action or proceedings referred to in the preceding paragraphs of this Article IX to the extent of all expenses actually and reasonably incurred by him in connection with such defense, including, but not limited to, attorneys’ fees.

The corporation shall not indemnify any director or officer for any fine, settlement, judgment or reasonable expenses or attorneys’ fees, unless a determination is made that such director or officer has met the applicable standards of conduct set forth in this Article. Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such quorum is not obtainable, or even if obtainable, if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by a majority vote of the common stockholders.

The corporation shall upon written request of the officer or director pay the expenses of defending any actual or threatened action, suit or proceedings in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by the officer or director to repay such amount unless it shall be ultimately determined that he is entitled to be indemnified by the corporation.

The corporation shall have the power to purchase insurance on behalf of any officer or director of the corporation or anyone serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprises against any liability asserted against or incurred by him in such capacity, whether or not the corporation would have the power to indemnify him against such liability under this Article. The right of indemnification under this Article shall not be exclusive, but shall be in addition to all other rights and remedies to which any director or officer may be entitled as a matter of law.

ARTICLE X

The By-Laws of the corporation shall be adopted at the first meeting of the Board of Directors of the corporation. Thereafter, the By-Laws of the corporation may be repealed, altered or amended by the stockholder or stockholders at any meeting of the stockholders, regular or special, or by the Board of Directors at any meeting of the Board of Directors by an affirmative vote of the majority of the stockholders or Board of Directors.

ARTICLE XI

The corporation reserves the right to amend, alter, modify, change or repeal any provision contained in these Articles of Incorporation, or any amendment of the provisions hereof, in the manner now or hereafter prescribed by statute, and all rights and powers conferred herein on stockholders, directors, and officers are subject to this reserve power; provided, however, that in default of express statutory provision therefor, these Articles of Incorporation may be amended in any respect by a majority vote of the stockholders.

IN WITNESS WHEREOF, we have hereunto set our hands this 30th day of March, 1982.

/s/ Harold M. Gross

Harold M. Gross

STATE OF MISSOURI	)
	) ss.
COUNTY OF JACKSON	)

I, Nancy Bowen, hereby certify that on the 30 day of March, 1982, personally appeared before me Hal M. Goss, who being by me first duly sworn, declared that he is the person who signed the foregoing document as incorporator and the statements there-in contained are true.

/s/ Nancy Bowen

Notary Public in and for said

County and State

My Commission Expires:

9-18-82

STATE of MISSOURI

JAMES C. KIRKPATRICK, Secretary of State

CORPORATION DIVISION

APPLICATION FOR RESCINDING FORFEITURE

HONORABLE JAMES C. KIRKPATRICK

SECRETARY OF STATE

STATE OF MISSOURI

P.O. BOX 778

JEFFERSON CITY, MO 65102

WHEREAS, the charter of MEDEVAC MIDAMERICA, INC., a corporation organized or qualified under the laws of Missouri on the 14th day of April, 1982, was forfeited on the 1st day of November, 1983 under the provisions of the General Business laws of Missouri, the undersigned, the last Vice-President (President, Vice President, Secretary or Treasurer), hereby requests that such forfeiture be rescinded and herewith submits the following affidavit, a fee of $50.00 ($50.00 minimum), and such reports or documentation as may be required by the office of the Secretary of State to rescind the forfeiture pursuant to Section 351.540 RSMo 1978.

AFFIDAVIT

STATE OF MISSOURI	)
	) ss
COUNTY OF JACKSON	)

JOSEPH J. FITCH, on his oath, first being duly sworn, states that he is the last Vice-President (President, Vice President, Secretary, or Treasurer) of MEDEVAC MIDAMERICA, INC., a Missouri corporation; that he is acting as one of and on behalf of the statutory trustees, that the trustees have caused the correction of the condition or conditions giving rise to the forfeiture; that said corporation has not evaded or attempted to evade service of process issued from any court of this State; that it has not attempted to conceal from the general public the location of its principal place of business in this State, nor the address of its President or Secretary, so that the ordinary process of law could not be served upon it; that is has paid to the Missouri Department of Revenue all state taxes which it may owe.

/s/ Joseph J. Fitch

(The last President, Vice President, Secretary or Treasurer)

JOSEPH J. FITCH

Subscribed and sworn to before me this 16th day of December, 1983

My Commission expires March 8, 1987

/s/ Judy Stump

(Notary Public)

STATE OF MISSOURI . . . Office of Secretary of State

ROY D. BLUNT, Secretary of State

Amendment of Articles of Incorporation

(To be submitted in duplicate by an attorney)

HONORABLE ROY D. BLUNT

SECRETARY OF STATE

STATE OF MISSOURI

P.O. BOX 778

JEFFERSON CITY, MO 65102

Pursuant to the provisions of The General and Business Corporation Law of Missouri, the undersigned Corporation certifies the following:

1. The present name of the Corporation is MEDEVAC MIDAMERICA, INC.

The name under which it was originally organized was SAME AS ABOVE

2. An amendment to the Corporation’s Articles of Incorporation was adopted by the shareholders on March 30th,1987.

3. Article Number I is amended to read as follows:

L. Article I shall be deleted in its entirety and the following shall be substituted in lieu thereof:

ARTICLE I

The name of the corporation is MEDEVAC MIDAMERICA OF KANSAS, INC.

4. Of the 20 shares outstanding, 20 of such shares were entitled to vote on such amendment.

The number of outstanding shares of any class entitled to vote thereon as a class were as follows:

Class	Number of Outstanding Shares
Common	20

5. The number of shares voted for and against the amendment was as follows:

Class	No. Voted For	No. Voted Against
Common	20	0

6. If the amendment changed the number or par value of authorized shares having a par value, the amount in dollars of authorized shares having a par value as

changed is:

N/A

If the amendment changed the number of authorized shares without par value, the authorized number of shares without par value as changed and the consideration proposed to be received for such increased authorized shares without par value as are to be presently issued are:

N/A

7. If the amendment provides for an exchange, reclassification, or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, the following is a statement of the manner in which such reduction shall be effected:

N/A

IN WITNESS WHEREOF, the undersigned,		Thomas L. Little
		President or
	has executed this instrument and its
Vice-President

Mary L. Jensen has affixed its corporate seal hereto and

Assistant Secretary

attested said seal on the 30th day of March, 1987.

	MEDEVAC MIDAMERICA, INC.
		Name of Corporation
ATTEST:
/s/ Mary L. Jensen	By	/s/ Thomas L. Little
Assistant Secretary		President
		Thomas L. Little

State of Missouri	)
County of Jackson	)ss

I, Kim L. Ashurst, a Notary Public, do hereby certify that on this 30th day of March, 1987, personally appeared before me Thomas L. Little who, being by me first duly sworn, declared that he is the President of MEDEVAC MIDAMERICA, INC. that he signed the foregoing document as President of the corporation, and that the statements therein contained are true.

/s/ Kim L. Ashurst

Notary Public

Kim L. Ashurst

My commission expires

April 3, 1987

Secretary of State

State of Missouri

P.O. Box 778

Jefferson City, Missouri 65102

To Whom it may concern:

MEDEVAC MIDAMERICA OF KANSAS CITY, INC. does hereby consent to the use of the corporate name MEDEVAC MIDAMERICA OF KANSAS, INC. in the State of Missouri.

MEDEVAC MIDAMERICA OF KANSAS CITY, INC.
By:	/s/ Jack A. Morash
	Jack A. Morash, President

STATE OF MISSOURI

ROY D. BLUNT, Secretary of State

CORPORATION DIVISION

Statement of Change of Registered Agent or

Registered Office by Foreign or Domestic Corporations

Instructions

There is a $3.00 fee for filing this statement. It must be filed in DUPLICATE.

The statement should be sealed with the corporate seal. If it does not have a seal, write “no seal” where the seal would otherwise appear.

The registered office may be, but need not be, the same as the place of business of the corporation, but the registered office and the business address of the agent must be the same. The corporation cannot act as its own registered agent.

Any subsequent change in the registered office or agent must be immediately reported to the Secretary of State. These forms are available upon request from the Office of the Secretary of State.

To:	SECRETARY OF STATE
	P.O. Box 778
	Jefferson City, Missouri 65102    Charter No. 00240604

The undersigned corporation, organized and existing under the laws of the State of Missouri for the purpose of changing its registered agent or its registered office, or both, in Missouri as provided by the provisions of “The General and Business Corporation Act of Missouri,” represents that:

1. The name of the corporation is Medevac Midamerica of Kansas, Inc.

2. The name of its PRESENT registered agent (before change) is PWS AGENT SERVICES, INC.

3. The name of the new registered agent is J&F REGISTERED AGENT, INC.

4. The address, including street number, if any, of its PRESENT registered office (before change) is 4705 Central, Kansas City, Missouri 64112

5. Its registered office (including street number, if any change is to be made) is hereby CHANGED TO 1100 Main, P.O. Box 26006, 2500 City Center Square, Kansas City, MO 64196

6. The address of its registered office and the address of the business office of its registered agent, as changed will be identical.

Such change was authorized by resolution duly adopted by the board of directors.

IN WITNESS WHEREOF, the undersigned corporation has caused this report to be executed in its name by its PRESIDENT or VICE-PRESIDENT, attested by its SECRETARY or ASSISTANT SECRETARY this 13th day of July, 1987.

	Medevac MidAmerica of Kansas, Inc.
	Name of Corporation
(Corporate Seal)	By	/s/ Thomas L. Little
		President
		Thomas L. Little

If no seal, state “none”.

Attest:

/s/ Mary L. Jensen

Assistant Secretary

Mary L. Jensen

State of Kansas	)
	) ss
County of Shawnee	}

I, Mickey S. Woodrow, a Notary Public, do hereby certify that on the 27th day of July, 1987, personally appeared before me Thomas L. Little who declares he is President or Vice-President of the corporation, executing the foregoing document, and being first duly sworn, acknowledged that he signed the foregoing document in the capacity therein set forth and declared that the statements therein contained are true.

IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year before written.

/s/ Mickey S. Woodrow

Notary Public

My commission expires July 20, 1988

STATE OF MISSOURI . . . Office of Secretary of State

ROY D. BLUNT, Secretary of State

Amendment of Articles of Incorporation

(To be submitted in duplicate)

HONORABLE ROY D. BLUNT

SECRETARY OF STATE

STATE OF MISSOURI

P.O. BOX 778

JEFFERSON CITY, MO 65102

Pursuant to the provisions of The General and Business Corporation Law of Missouri, the undersigned Corporation certifies the following:

1. The present name of the Corporation is MEDEVAC MIDAMERICA OF KANSAS, INC.

The name under which it was originally organized was MEDEVAC MIDAMERICA, INC.

2. An amendment to the Corporation’s Articles of Incorporation was adopted by the shareholders on December 22, 1989.

3. Article Number I is amended to read as follows:

The name of the corporation is: MEDEVAC MIDAMERICA, INC.

(If more than one article is to be amended or more space is needed attach fly sheet.)

4. Of the 20 shares outstanding, 20 of such shares were entitled to vote on such amendment. The number of outstanding shares of any class entitled to vote thereon as a class were as follows:

Class	Number of Outstanding Shares
common	20

5. The number of shares voted for and against the amendment was as follows:

Class	No. Voted For	No. Voted Against
common	20	0

6. If the amendment changed the number or par value of authorized shares having a par value, the amount in dollars of authorized shares having a par value as changed is:

N/A

If the amendment changed the number of authorized shares without par value, the authorized number of shares without par value as changed and the consideration proposed to be received for such increased authorized shares without par value as are to be presently issued are:

N/A

7. If the amendment provides for an exchange, reclassification, or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, the following is a statement of the manner in which such reduction shall be effected:

N/a

IN WITNESS WHEREOF, the undersigned,		Thomas L. Little
		(President or Vice-President)
has executed this instrument and its	Thomas L. Little has
	(Secretary)

affixed its corporate seal hereto attested said seal on the 26th day of December, 1989

	MEDEVAC MIDAMERICA OF KANSAS, INC.
	Name of Corporation
ATTEST:
/s/ Thomas S. Little	By	/s/ Thomas S. Little
Secretary		President

State of Kansas
	ss
County of Shawnee

I, LaChell A. Weaver, a Notary Public, do hereby certify that on this 26th day of December, 1989, personally appeared before me Thomas L. Little who, being by me first duly sworn, declared that he is the President and Secretary of MEDEVAC MIDAMERICA OF KANSAS, INC. that he signed the foregoing document as President and Secretary of the corporation, and that the statements therein contained are true.

/s/ LaChell A. Weaver

Notary Public

LaChell A. Weaver

My commission expires June 8, 1992

STATE OF MISSOURI

ROY D. BLUNT, Secretary of State

CORPORATION DIVISION

Statement of Change of Business Office

of a Registered Agent

of a Foreign or Domestic Corporation

INSTRUCTIONS

There is a $5.00 fee for filing this statement. It must be filed in DUPLICATE for the corporation listed in the statement. All copies must be signed and notarized. The registered agent should sign in his individual name, unless the registered agent is a corporation, in which case the statement shall be executed by its president or vice president and verified by him, sealed with the corporate seal and attested by its secretary or an assistant secretary.

Make check payable to “Director of Revenue.”

This form is for use by a registered agent ONLY.

To:	SECRETARY OF STATE
	P.O. Box 778
	Jefferson City, Missouri 65102	Charter No. 00240604

The undersigned registered agent, for the purpose of changing its business office in Missouri as provided by the provisions of “The General and Business Corporation Act in Missouri,” represents that:

1. The name of the corporation (in Missouri) is Medevac Midamerica of Kansas, Inc.

2. The name of this registered agent is J & F Registered Agent, Inc.

3. The address including street number, if any, of the PRESENT business office of the registered agent is 1100 Main, 2500 City Center Square, P.O. Box 26006, Kansas City, Missouri 64196

4. The address, including street number, if any, of the business office of the registered agent is hereby CHANGED TO 1200 Main, Suite 1700, P.O. Box 26006, Kansas City, Missouri 64196

5. Notice in writing of the change has been mailed by the registered agent to the corporation named above.

6. The address of the registered office of the corporation named above and the business office of the registered agent, as changed, is identical.

(THE FOLLOWING SHOULD BE EXECUTED ONLY IF THE REGISTERED AGENT IS A NATURAL PERSON)

IN WITNESS WHEREOF, the undersigned registered agent has caused this report to be executed this      day of           , 1991.

Signature of Registered Agent

State of	}
	ss
County of	}

On this                  day of                       , in the year 19    , before me,                             , a Notary Public in and for said state, personally appeared                                        known to me to be the person who executed the within Statement of Change of Business Office and acknowledged to me that                                        executed the same for the purposes therein stated.

(Notarial Seal)
	Notary Public
	My commission expires

(THE FOLLOWING SHOULD BE EXECUTED ONLY IF THE REGISTERED AGENT IS A CORPORATION)

IN WITNESS WHEREOF, the undersigned corporation has caused this report to be executed in its name by its PRESIDENT or VICE-PRESIDENT, attested by its SECRETARY or ASSISTANT SECRETARY this 13th day of November, 1991.

J&F Registered Agent, Inc.
Name of Corporation
By	/s/ James M. Jenkins
	President or Vice-President
	James M. Jenkins, President

(Corporate Seal)

If no seal, state “none”.

Attest:

/s/ Julie K. Doody

Secretary or Assistant Secretary

Julie K. Doody, Secretary

State of Missouri	}
	} ss
County of Jackson	}

On this 13th day of November in the year 1991, before me Patricia C. Pierson, a Notary Public in and for said state, personally appeared

James M. Jenkins,	President,
Name	Title

J&F Registered Agent, Inc. known to be to be the person

Name of Corporation

who executed the within Statement of Change of Business Office in behalf of said corporation and acknowledged to me that he executed the same for the purposes therein stated.

/s/ Patricia C. Pierson

Notary Public

My commission expires

STATE OF MISSOURI

OFFICE OF SECRETARY OF STATE

ROY D. BLUNT, Secretary of State

CORPORATION DIVISION

ARTICLES OF MERGER

HONORABLE ROY D. BLUNT

SECRETARY OF STATE

STATE OF MISSOURI

P.O. BOX 778

JEFFERSON CITY, MO 65102

Pursuant to the provisions, of The General and Business Corporation Law of Missouri, the undersigned Corporation certify the following:

(1) That Ambulette Services, Inc. of Kansas;

(2) That Medevac Midamerica of Kansas, Inc., of Missouri are hereby merged and that the aboved named Medevac Midamerica of Kansas, Inc. is the surviving corporation.

(4) That the Board of Directors of Medevac Midamerica of Kansas, Inc. met on August 1, 1992 and by resolution adopted by a majority vote of the members of such board approved the Plan of Merger set forth in these articles.

(5) That the Board of Directors of Medevac Midamerica of Kansas, Inc., met on August 1, 1992 and by resolution adopted by a majority vote of the members of such board approved the Plan of Merger set forth in these articles.

(7) The Plan of Merger thereafter was submitted to a vote at the special meeting of the shareholders of Ambulette Services, Inc., held on August 1, 1992 at 401 SW Jackson, Topeka, Kansas and at such meeting there were one (1) share entitled to vote and One (1) voted in favor and none voted against said plan.

(8) The Plan of Merger thereafter was submitted to a vote at the special meeting of the shareholders of Medevac Midamerica of Kansas, Inc. held on August 1, 1992 at 401 SW Jackson, Topeka, Kansas and at such meeting there were 500 shares entitled to vote and 500 voted in favor and none voted against said plan.

(10) PLAN OF MERGER

1. Medevac Midamerica of Kansas, Inc., of Topeka, Kansas is the survivor.

2. All the property, rights, privileges, leases and patents of the Ambulette Services, Inc. Corporation are to be transferred to and become the property of Medevac Midamerica of Kansas, Inc. the survivior. The officers and board of directors of the above

named corporations are authorized to execute all deeds assignments, and documents of every nature which may be needed to effectuate a full and complete transfer of ownership.

3. The officers and board of directors of Medevac Midamerica of Kansas, Inc., shall continue in office until their successors are duly elected and qualified under the provisions of the by-laws of the surviving corporation.

4. The outstanding shares of Ambulette Services, Inc. shall be exchanged for shares of Medevac Midamerica of Kansas, Inc., on the following basis:

Each share of Terminating Corporation, common stock issued and outstanding immediately prior to the Effective Date (exclusive of shares held in the treasury of Terminating Corporation, which shares shall be cancelled on the Effective Date) shall, without any action on the part of the Surviving Corporation or any holder of such shares, be converted by the merger into one (1) share of Surviving Corporation common stock. Each share of Terminating Corporation preferred stock issued and outstanding immediately prior to the Effective Date shall, without any action of the part of the Surviving Corporation or any holder of such shares, be converted by the merger into one (1) share of Surviving Corporation preferred stock.

5. The articles of incorporation of the survivor are not amended.

IN WITNESS WHEREOF, these Articles of Merger have been executed in duplicate by the aforementioned corporations as of the day and year hereafter acknowledged.

		Ambulette Services, Inc.
CORPORATE SEAL
		By	/s/ Thomas L. Little
			Its President
ATTEST:
By	/s/ Thomas L. Little
	Its Secretary
		Medevac Midamerica of Kansas, Inc.
CORPORATE SEAL
		By	/s/ Thomas L. Little
			Its President
ATTEST:
By	/s/ Thomas L. Little
	Its Secretary

ACKNOWLEDGMENT

STATE OF KANSAS	)
	) ss:
COUNTY OF SHAWNEE	)

On the 1st day of August, 1992, before me, a Notary Public in and for the County and State aforesaid, came Thomas L. Little, President of Ambulette Services, Inc. and Thomas L. Little President of Medevac Midamerica of Kansas, Inc., who is personally known to me to be the same person who executed the above instrument and duly acknowledged the execution of same.

IN WITNESS WHEREOF, I have hereunto set my hand and seal on the date last above written.

/s/ Michele A. Bixby

Notary Public

State of Missouri

Rebecca McDowell Cook, Secretary of State

P.O. Box 778, Jefferson City, Mo. 65102

Corporation Division

Statement of Change of Registered Agent

or Registered Office

INSTRUCTIONS

1.The filing fee for this change is $10.00. Change must be filed in DUPLICATE.

2.P.O. Box may only be used in conjunction with Street, Route or Highway.

3.Agent and address must be in the State of Missouri.

4.If a corporation, officers (president or vice president and secretary or assistant secretary) must sign, and president’s or vice president’s signature must be notarized.

5.If limited partnership, general partner must sign and have their signature notarized.

Charter No. 00240604

The undersigned corporation or limited partnership, organized and existing under the laws of the State of Missouri for the purpose of changing its registered agent “The General and Business Corporation Act of Missouri,” or the “Missouri Uniform Limited Partnership Law,” represents that:

(1)The name of the corporation/ltd. partnership is: Medevac Midamerica, Inc

(2)The name of its registered agent before this change is: J & F Registered Agent, Inc.

(3)The name of the new registered agent is: Husch Registered Agent, Inc.

(4)The address, including street number, if any, of its registered office before this change is: 1200 Main, Suite 1700, Box 26006, Kansas City, MO 64196

(5)Its registered office (including street number, if any change is to be made) is hereby CHANGED TO: 235 East High, Suite 300, Jefferson City, MO 65101

(6)The address of its registered office and the address of the business office of its registered agent, as changed will be identical.

(7)Such change was authorized by resolution duly adopted by the board of directors of the corporation or by the limited partnership.

IN WITNESS WHEREOF, the undersigned corporation or limited partnership has caused this report to be executed in its name by its President or Vice President of the corporation, or General Partner of the limited partnership, and attested to by the assistant secretary if a corporation on the 31st day of July, 1995.

	Medevac Midamerica, Inc.
	Name of corporation or limited partnership
(CORPORATE SEAL)
If no seal, state “none”
	By	/s/ Thomas L. Little
		President of corporation
		or
		General Partner of limited partnership
Attest:
/s/ x
Secretary or Assistant Secretary
of corporation

State of Kansas	)
	) ss.
County of Shawnee	)

I, Kerry E. Butterfield, a Notary Public, do hereby certify that on the 31st day of July, 1995, personally appeared before me Thomas L. Little who declares he/she is the President or Vice President of the corporation, or a General Partner of the limited partnership, executing the foregoing document, and being first duly sworn, acknowledged that he/she signed the foregoing document in the capacity therein set forth and declared that the statements therein contained are true.

IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year before written.

/s/ Kerry E. Butterfield

Notary Public

My commission expires 9-12-98

(Notarial Seal)

State of Missouri

Rebecca McDowell Cook, Secretary of State

P.O. Box 778, Jefferson City, MO 65102

Corporation Division

Statement of Change of Registered Agent

or Registered Office

INSTRUCTIONS

1.The filing fee for this change is $10.00. Change must be filed in DUPLICATE.

2.P.O. Box may only be used in conjunction with Street, Route or Highway.

3.Agent and address must be in the State of Missouri.

4.If a corporation, officers (president or vice president and secretary or assistant secretary) must sign, and president’s or vice president’s signature must be notarized.

5.If limited partnership, general partner must sign and have their signature notarized.

Charter No. 00240604

The undersigned corporation or limited partnership, organized and existing under the laws of the State of Missouri for the purpose of changing its registered agent “The General and Business Corporation Act of Missouri,” or the “Missouri Uniform Limited Partnership Law,” represents that:

(1)The name of the corporation/ltd. partnership is: Medevac Midamerica, Inc.

(2)The name of its registered agent before this change is: Husch Registered Agent, Inc.

(3)The name of the new registered agent is: SNR Registered Agent Services, Inc.

(4)The address, including street number, if any, of its registered office before this change is: 235 East High, Suite 300, Jefferson City, Missouri 65101

(5)Its registered office (including street number, if any change is to be made) is hereby CHANGED TO: 4520 Main, Suite 1100, Kansas City, Missouri 64111

(6)The address of its registered office and the address of the business of its registered agent, as changed will be identical.

(7)Such change was authorized by resolution duly adopted by the board of directors of the corporation or by the limited partnership.

IN WITNESS WHEREOF, the undersigned corporation or limited partnership has caused this report to be executed in its name by its President or Vice President of the corporation, or General Partner of the limited partnership, and attested to by the assistant secretary if a corporation on the                day of                 ,

19    .

	Medevac Midamerica, Inc.
	Name of corporation or limited partnership
(CORPORATE SEAL)
If no seal, state “none”
	By	/s/ David D. Bingamin
		President or Vice President of corporation
		or
		General Partner of limited partnership
Attest:
/s/ Tom C. Nelson
Secretary or Assistant Secretary of corporation

State of Colorado	)
	) ss.
County of Arapahoe

I, Michelle B. Pate, a Notary Public, do hereby certify that on the 30th day of September, 1996, personally appeared before me David A. Bingaman who declares he/she is the President or Vice President of the corporation, or a General Partner of the limited partnership, executing the foregoing document, and being first duly sworn, acknowledged that he/she signed the foregoing document in the capacity therein set forth and declared that the statements therein contained are true.

IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year before written.

/s/ Michelle B. Pate

Notary Public

My commission expires 07-21-97

State of Missouri

Rebecca McDowell Cook, Secretary of State

P.O. Box 778, Jefferson City, Mo. 65102

Corporation Division

Statement of Change of Registered Agent

or Registered Office

INSTRUCTIONS

1.The filing fee for this change is $10.00. Change must be filed in DUPLICATE.

2.P.O. Box may only be used in conjunction with Street, Route or Highway.

3.Agent and address must be in the State of Missouri.

4.If a corporation, officers (president or vice president and secretary or assistant secretary) must sign, and president’s or vice president’s signature must be notarized.

5.If limited partnership, general partner must sign and have their signature notarized.

Charter No. 002404604

The undersigned corporation or limited partnership, organized and existing under the laws of the State of Missouri for the purpose of changing its registered agent “The General and Business Corporation Act of Missouri,” or the “Missouri Uniform Limited Partnership Law,” represents that:

(1)The name of the corporation/ltd. partnership is: Medevac MidAmerica, Inc.

(2)The name of its registered agent before this change is: SNR Registered Agent Services

(3)The name of the new registered agent is: THE CORPORATION COMPANY;

(4)The address, including street number, if any, of its registered office before this change is: 4530 Main, Suite 1100, Kansas City, MO 64111

(5)Its registered office (including street number, if any change is to be made) is hereby CHANGED TO: 7733 Forsyth Blvd., Clayton, Missouri 63105

(6)The address of its registered office and the address of the business office of its registered agent, as changed will be identical.

(7)Such change was authorized by resolution duly adopted by the board of directors of the corporation or by the limited partnership.

IN WITNESS WHEREOF, the undersigned corporation or limited partnership has caused this report to be executed in its name by its President or Vice President of the corporation, or General Partner of the limited partnership, and attested to by the assistant secretary if a corporation on the 13th day of March, 1997.

	Medevac Midamerica, Inc.
	Name of corporation or limited partnership
(CORPORATE SEAL)
If no seal, state “none”
	By	/s/ William George
	President or Vice President of corporation
	or
	General Partner of limited partnership
	William George, Vice President
Attest:
/s/ David C. Colby
Secretary or Assistant Secretary
of corporation
David C. Colby, Assistant Secretary

State of Colorado	)
	) ss.
County of Arapahoe	)

I, Shari Kilgore, a Notary Public, do hereby certify that on the 14th day of March, 1997, personally appeared before me William George who declares he/she is the President or Vice President of the corporation, or a General Partner of the limited partnership, executing the foregoing document, and being first duly sworn, acknowledged that he/she signed the foregoing document in the capacity therein set forth and declared that the statements therein contained are true.

IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year before written.

/s/ Shari Kilgore

Notary Public

My commission expires 4/2/2000

State of Missouri

Rebecca McDowell Cook, Secretary of State

P.O. Box 778, Jefferson City, MO 65102

Corporation Division

Application for Rescinding

Administrative Dissolution

(Submit in duplicate with a filing fee of $55 General Business, $25 Nonprofit)

(1)The corporation’s name is: Medevac MidAmerica, Inc.

(2)The date of the administrative dissolution was: August 18, 1997.

(3)The grounds for administrative dissolution which have been eliminated were:

(Check appropriate box or boxes)

xFailing to file an annual registration report;

oFailing to maintain a registered agent or office;

oFailing to extend the period of duration;

oProcuring its Charter/Authorization by fraud;

oFailing to pay/file franchise taxes;

oFailing to pay any final assessment of employer withholding tax or

osales and use taxes, including local sales taxes.

(4)Attached is a certificate of tax clearance from the Department of Revenue reciting that all state taxes have been paid.

In affirmation of the facts stated above,

Tom Nelson	Vice President	11/9/98
(Authorized signature of officer or chairman of the board)	(Title)	(Date of signature)

ARTICLES OF MERGER

OF

MEDEVAC MEDICAL SERVICES, INC.

A Kansas corporation

AND

MEDEVAC MIDAMERICA, INC.

A Missouri corporation

Pursuant to the provisions of The General and Business Corporation Law of Missouri, the undersigned corporations do hereby adopt and execute the following articles of merger:

ARTICLE ONE

Medevac Medical Services, Inc. is a business corporation organized and existing under the laws of the State of Kansas, the said laws of which permit a merger of a corporation of that State with and into a corporation of another State (hereinafter referred to as the “Merging Corporation”).

ARTICLE TWO

Medevac MidAmerica, Inc. is a business corporation organized and existing under the laws of the State of Missouri and is subject to the provisions of The General and Business Corporation Law of Missouri (hereinafter referred to as the “Surviving Corporation”).

ARTICLE THREE

Annexed hereto is the Plan of Merger for merging the Merging Corporation with and into Surviving Corporation.

ARTICLE FOUR

By unanimous written consent and waiver of notice of meeting of Medevac Medical Services, Inc.’s Board of Directors executed as of August 25, 1997, as prescribed by its by-laws and by the provisions of The General and Business Corporation Law of Missouri, the Plan of Merger was approved by the director of Medevac Medical Services, Inc.

ARTICLE FIVE

By unanimous written consent and waiver of notice of meeting of Medevac MidAmerica, Inc.’s Board of Directors, as executed as of August 25, 1997, as prescribed by its by-laws and by the provisions of laws of the State of Kansas, the Plan of Merger was approved by the director of Medevac MidAmerica, Inc.

ARTICLE SIX

The holders of all of the outstanding shares entitles to vote of the Surviving Corporation, to wit 220 shares, dispensed with a meeting of the stockholders and approved the Plan of Merger by consent in writing dated as of August 25, 1997, and signed by all of them.

ARTICLE SEVEN

The number of outstanding shares of the Surviving Corporation is 220; and the number of the said outstanding shares which were entitled to vote on the Plan of Merger at the time of the approval of said Plan by the holders of said outstanding shares entitled to vote is 220.

ARTICLE EIGHT

The holders of all of the outstanding shares entitled to vote of the Merging Corporation, to wit 220 shares, dispensed with a meeting of the stockholders and approved the Plan of Merger by a consent in writing dated as of August 25, 1997, and signed by all of them.

ARTICLE NINE

The merger provided for in the Plan of Merger was duly authorized in the manner prescribed by, and is in compliance with, the applicable provisions of the laws of the State of Kansas, and the requisite approval, is any, of any of its shareholders has been duly obtained.

[The remainder of this page is intentionally left blank]

Executed on March 31, 1999.
		MEDEVAC MIDAMERICA, INC.
		a Kansas corporation
		By:	/s/ Joshua T. Gaines
			Joshua T. Gaines, Vice President
Attest:	/s/ A.Z. Rizzo
	Assistant Secretary

STATE OF COLORADO	)
COUNTY OF ARAPAHOE	)

I, Jeffrey A. McGuinness, a notary public in and for the State and County aforesaid, do hereby certify that on this 31st day of March, 1999, personally appeared before me Joshua T. Gaines, who being by me first duly sworn, declared that he is the Vice President of Medevac Medical Services, Inc. and that he signed the foregoing document a Vice President of the corporation, and that the statements therein contained are true.

/s/ Jeffrey A. McGuinness

Notary Public

My Commission Expires: 1/21/2002

		MEDEVAC MIDAMERICA, INC.
		a Kansas corporation
		By:	/s/ Joshua T. Gaines
			Joshua T. Gaines, Vice President
Attest:	/s/ A.Z. Rizzo
	Assistant Secretary

STATE OF COLORADO	)
COUNTY OF ARAPAHOE	)

I, Jeffrey A. McGuinness, a notary public in and for the State and County aforesaid, do hereby certify that on this 31st day of March, 1999, personally appeared before me Joshua T. Gaines, who being by me first duly sworn, declared that he is the Vice President of Medevac Medical Services, Inc. and that he signed the foregoing document a Vice President of the corporation, and that the statements therein contained are true.

/s/ Jeffrey A. McGuinness

Notary Public

My Commission Expires: 1/21/2002

[Missouri]

PLAN OF MERGER

Plan of Merger approved on August 25, 1997 by Medevac Medical Services, Inc., a Kansas corporation, and by its Board of Directors on said date, and by Medevac MidAmerica, Inc., a corporation organized under the laws of the State of Missouri and to the provisions of The General and Business Corporation Law of Missouri, be merged into Medevac MidAmerica, Inc., which shall continue to exist under the provisions of The General and Business Corporation Law of Missouri. The separate corporate existence of Medevac Medical Services, Inc. shall cease upon the effective date of the merger in accordance with the laws of the State of Kansas.

The articles of incorporation of the Medevac MidAmerica, Inc. shall be the articles of incorporation of the said Surviving Corporation.

The present by-laws of Medevac MidAmerica, Inc. shall be the by-laws of the said Surviving Corporation and will continue in full force and effect until altered or amended as therein provided under the authority of The General and Business Corporation Law of Missouri.

The directors and officers of Medevac MidAmerica, Inc. upon the effective date of the merger shall be the members of the first Board of Directors and the first officers of the Surviving Corporation, all of whom shall hold their directorships and offices until the election and qualification of their respective successors or until their tenure is otherwise terminated in accordance with the by-laws of the Surviving Corporation.

Each issued share of the Merging Corporation shall not be converted in any manner, but each share which is issued as of the effective date of the merger shall be surrendered and extinguished.

Each issued share of the Surviving Corporation shall not be converted, but each share which is issued as of the effective date of the merger shall continue to represent one issued share of the Surviving Corporation.

The Surviving Corporation shall have all the rights, privileges, immunities, and powers of each of the merging corporations, and all and every other interest of or belonging to each of the corporations so merged, shall be taken and deemed to be transferred to and vested in the Surviving Corporation.

The Plan of Merger herein made and approved shall be adopted in such manner as the laws of Kansas shall prescribe and shall be submitted to the shareholders of the Surviving Corporation for their approval or rejection in the manner prescribed by The General and Business Corporation Law of Missouri.

In the event that the Plan of Merger shall have been adopted in accordance with the provisions of the State of Kansas, and shall have been approved by the shareholders entitled to vote of the Surviving Corporation, in accordance with the provisions of The General and Business Corporation Law of Missouri, the Merging Corporation and the Surviving Corporation stipulate that they will cause to be executed and file and/or recorded any document or documents

prescribed by the laws of the State of Kansas and the State of Missouri and that they will cause to be performed all necessary acts within the State of Kansas, the State of Missouri, and elsewhere to effectuate the merger.

The Board of Directors and the proper officers of the merging Corporation and the Surviving Corporation, respectively, are hereby authorized, empowered, and directed to do any and all acts and things, and to make, execute, deliver, file and/or record any and all instruments, papers and documents which shall be or become necessary, proper, or convenient to carry out or put into effect any of the provisions of this Plan of Merger or of the merger herein provided for.

[The remainder of this page is intentionally left blank.]

State of Missouri

Rebecca McDowell Cook, Secretary of State

P.O. Box 778, Jefferson City, Mo. 65102

Corporation Division

Statement of Change of Business Office

of a Registered Agent

Instructions

1.The filing fee for this change is $10.00. Change must be filed in DUPLICATE.

2.P.O. Box may only be used in conjunction with Street, Route or Highway.

3.Agent and address must be in the State of Missouri.

4.The corporation or limited partnership cannot act as its own registered agent. The registered agent should sign in his individual name, unless the registered agent is a corporation, in which case the execution should be by proper officers.

Charter No. 240604

The undersigned registered agent, for the purpose of changing its business office in Missouri as provided by the provisions of “The General and Business Corporation Act in Missouri,” or the “Missouri Uniform Limited Partnership Law,” represents that: MEDEVAC MIDAMERICA, INC.

1.The name of the corporation/limited partnership is

2.The name of this registered agent is The Corporation Company

3.The address, including street number, if any, of the present business office of the registered agent is 7733 Forsyth Blvd., Clayton, Missouri 63105

4.The address, including street number, if any, of the business office of the registered agent is hereby changed to 120 South Central Avenue, Clayton, Missouri 63105

5.Notice in writing of the change has been mailed by the registered agent to the corporation/limited partnership named above.

6.The address of the registered office of the corporation/limited partnership named above and the business office of the registered agent, as changed, is identical.

(Over)

(The following should be executed only if the registered agent is a natural person)

IN WITNESS WHEREOF, the undersigned registered agent has caused this report to be executed this              day of                     , 19    .

Signature of Registered Agent

State of	)
	) ss
County of	)

On this                day of                               , in the year 19    , before me,                     , a Notary Public in and for said state, personally appeared                                  known to me to be the person who executed the within Statement of Change of Business Office and acknowledged to me that                                  executed the same for the purposes therein stated.

Notary Public

(Notarial Seal)

My commission expires

(The following should be executed only if the registered agent is a corporation)

IN WITNESS WHEREOF, the undersigned corporation has caused this report to be executed in its name by its president or vice president, attested by its secretary or assistant secretary this 13th day of January, 2000.

	The Corporation Company
(Corporate Seal)	Name of Corporation
If no seal, state “none”.	By	/s/ Kenneth J. Uva
		President or Vice President
Attest:
/s/ Marie Haver
Secretary or Assistant Secretary

State of New York	)
	) ss
County of Kings	)

On this 13th day of January in the year 2000, before me Theresa Alfieri, a Notary Public in

and for said state, personally appeared	Kenneth J. Uva,	Vice President,
	Name	Title

C T Corporation System known co me to be the person who executed the within Statement of Name of Corporation

Change of Business Office in behalf of said corporation and acknowledged to me that he executed the same for the purposes therein stated.

/s/ Theresa Alfieri

Notary Public

My commission expires

State of Missouri

Robin Carnahan, Secretary of State

Corporations Division

P.O. Box 778 / 600 W. Main Street, Rm 322

Jefferson City, MO 65102

Statement of Change of Registered Agent and/or Registered Office
By a Foreign or Domestic For Profit or Nonprofit Corporation or a Limited Liability Company

Instructions

1.This form is to be used by either a for profit or nonprofit corporation or a limited liability company to change either or both the name of its registered agent and/or the address of its existing registered agent.

2.There is a $10.00 fee for filing this statement.

3.P.O. Box may only be used in conjunction with a physical street address.

4.Agent and address must be in the State of Missouri.

5.The corporation may not act as its own agent.

Charter No. 00240604

(1)The name of the business entity is: MEDEVAC MIDAMERICA, INC.

(2)The address, including street and number, of its present registered office (before change) is:

120 South Central Avenue, Clayton, MO 63105
Address	City/State/Zip

(3)The address, including street and number, of its registered office is hereby changed to:

221 Bolivar Street, Jefferson City, MO 65101

Address (P.O. Box may only be used in conjunction with a physical street address) City/State/Zip

(4)The name of its present registered agent (before change) is: The Corporation Company

(5)The name of the new registered agent is: CSC - Lawyers Incorporating Service Company

Authorized signature of new registered agent must appear below:

/s/Elizabeth A. Dawson Elizabeth A. Dawson, Asst. Vice President

(May attach separate originally executed written consent to this form in lieu of this signature)

(6)The address of its registered office and the address of the office of its registered agent, as changed, will be identical.

(7)The change was duly authorized by the business entity named above.

In Affirmation thereof, the facts stated above are true and correct:

(The undersigned understands that false statements made in this filing are subject to the penalties provided under Section 575.040, RSMo)

/s/Todd Zimmerman	,	Todd Zimmerman
Authorized signature of officer or, if applicable, chairman of the boardPrinted Name
EVP	3/8/06
Title	month/day/year

Name and address to return filed document:

Corporation Service Company

Name: Attn: Elizabeth A. Dawson

Address: 2711 Centerville Road, Suite 400

City, State, and Zip Code: Wilmington, DE 19808

STATEMENT OF CORRECTION

1.  The name of the corporation is Medevac MidAmerica, Inc. (Charter #00240604).

2.  The corporation was organized in Missouri on April 14, 1982.

3.  Type of document being corrected is the Amendment of Articles of Incorporation which was filed with the Missouri Secretary of State on September 23, 2011.

4.  Describe the incorrect statement and the reason for the correction:

Due to a clerical error, the wrong Amendment of Articles of Incorporation was filed.  Article Six is hereby corrected to read as Attachment A.

There are no amendments to Articles Seven thru Eleven of the Articles of Incorporation by virtue of the Amendment of Articles of Incorporation that was filed on September 23, 2011.

In affirmation thereof, the facts state above are true and correct.

(The undersigned understands that false statements made in this filing are subject to the penalties provided under Section 575.040, RSMo)

/s/ Craig A. Wilson	Craig A. Wilson	Secretary	9/23/11
Signature	Printed Name	Title	Date

Attachment A

ARTICLE SIX

A.Actions Involving Directors and Officers.  The corporation shall indemnify each person who at any time is serving or has served as a director or an officer of the corporation against any claim, liability or expense incurred as a result of such service, or as a result of any other service on behalf of the corporation, or service at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise, to the maximum extent permitted by law.  Without limiting the generality of the foregoing, the corporation shall indemnify any such person who was or is a party (other than a party plaintiff suing on his own behalf or in the right of the corporation), or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including, but not limited to, an action by or in the right of the corporation) by reason of such services against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding.

B.Actions Involving Employees or Agents.

1.The corporation may, if it deems appropriate and as may be permitted by this Article, indemnify any person who at any time is serving or has served as an employee or agent of the corporation against any claim, liability or expense incurred as a result of such service or as a result of any other service on behalf of the corporation, or service at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, to the maximum extent permitted by law or to such lesser extent as the corporation, in its discretion, may deem appropriate.  Without limiting the generality of the foregoing, the corporation may indemnify any such person who was or is a party (other than a party plaintiff suing on his own behalf or in the right of the corporation), or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including, but not limited to, an action by or in the right of the corporation) by reason of such services against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding.

2.To the extent that an employee or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section B(1) of this Article, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the action, suit or proceeding.

C.Determination of Right to Indemnification in Certain Circumstances.  Any indemnification required under Section A of this Article or authorized by the corporation under Section B of this Article, unless ordered by a court, shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in or established pursuant to this Article.  Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or even if

obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the shareholders.

D.Advance Payment of Expenses.  Expenses incurred by a person who is or was a director or an officer of the corporation in defending a civil or criminal action, suit or proceeding shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding, and expenses incurred by a person who is or was an employee or agent of the corporation in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors, in either case upon receipt of an undertaking by or on behalf of the director or an officer to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the corporation as authorized in or pursuant to this Article.

E.Not Exclusive.  The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under the Bylaws of the corporation or any statute, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office.

F.Indemnification Agreements Authorized.  Without limiting the other provisions of this Article, the corporation is authorized from time to time, without further action by the shareholders of the corporation, to enter into agreements with any director, officer, employee or agent of the corporation providing such rights of indemnification as the corporation may deem appropriate, up to the maximum extent permitted by law.  Any such agreement entered into by the corporation with a director may be authorized by the other directors, and such authorization shall not be invalid on the basis that similar agreements may have been or may thereafter be entered into with such other directors.

G.Standard of Conduct.  Except as may otherwise be permitted by law, no person shall be indemnified pursuant to this Article (including without limitation pursuant to any agreement entered into pursuant to Section F of this Article) from or on account of such person’s conduct which is finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct.  The corporation may (but need not) adopt a more restrictive standard of conduct with respect to the indemnification of any employee or agent of the corporation.

H.Insurance.  The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was otherwise serving on behalf or at the request of the corporation in any such capacity, or arising out of his status as such, whether or not the corporation is obliged to or would have the power to indemnify him against such liability under the provisions of this Article; provided, that the obtaining of any such insurance shall not give rise to any right to indemnification for any director, officer, employee or agent except as otherwise specified herein, in the Bylaws of the corporation, or by separate agreement with the corporation.

I.Certain Definitions.  For the purposes of this Article:

1.Any director or officer of the corporation who shall serve as a director, officer or employee of any other corporation, partnership, joint venture, trust or other enterprise of which the corporation, directly or indirectly, is or was the owner of a majority of either the outstanding equity interests or the outstanding voting stock (or comparable interests) shall be deemed to be serving as such director, officer or employee at the request of the corporation, unless

the Board of Directors of the corporation shall determine otherwise.  In all other instances where any person shall serve as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise of which the corporation is or was a stockholder or creditor, or in which it is or was otherwise interested, if it is not otherwise established that such person is or was serving as such director, officer, employee or agent at the request of the corporation, the Board of Directors of the corporation may determine whether such service is or was at the request of the corporation, and it shall not be necessary to show any actual or prior request for such service.

2.References to a corporation include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation so that any person who is or was a director, officer, employee or agent of such a constituent corporation or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Article with respect to the resulting or surviving corporation as he would if he had served the resulting or surviving corporation in the same capacity.

3.The term “other enterprise” shall include employee benefit plans; the term “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; the term “serving at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to any employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have satisfied any standard of care required by or pursuant to this Article in connection with such plan.

J.Survival.  Any indemnification rights provided pursuant to this Article shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.  Notwithstanding any other provision in these Articles of Incorporation, indemnification rights arising under or granted pursuant to this Article shall survive amendment or repeal of this Article with respect to any acts or omissions occurring prior to the effective time of such amendment or repeal and persons to whom such indemnification rights are given shall be entitled to rely upon such indemnification rights with respect to such acts or omissions as a binding contract with the corporation.

K.Amendment.  The affirmative vote of the holders of record of outstanding shares representing at least a majority of all of the outstanding shares of capital stock of the corporation then entitled to vote generally in the election of directors, voting together as a single class, shall be required to amend, repeal or adopt any provision inconsistent with this Article, notwithstanding the fact that a lesser percentage may be specified by the laws of Missouri.

EX-3.146

Exhibit 3.146

BY-LAWS

OF

THE SUBSIDIARIES OF

AMERICAN MEDICAL RESPONSE, INC.

Section 1. LAW, CERTIFICATE OF INCORPORATION AND BY-LAWS

1.1. These by-laws are subject to the certificate of incorporation of the corporation. In these by-laws, references to law, the certificate of incorporation and by-laws mean the law, the provisions of the certificate of incorporation and the by-laws as from time to time in effect.

Section 2. STOCKHOLDERS

2.1. Annual Meeting. The annual meeting of stockholders shall be held at 10:00 am on the second Tuesday in May in each year, unless that day be a legal holiday at the place where the meeting is to be held, in which case the meeting shall be held at the same hour on the next succeeding day not a legal holiday, or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect a board of directors and transact such other business as may be required by law or these by-laws or as may properly come before the meeting.

2.2. Special Meetings. A special meeting of the stockholders may be called at any time by the chairman of the board, if any, the president or the board of directors. A special meeting of the stockholders shall be called by the secretary, or in the case of the death, absence, incapacity or refusal of the secretary, by an assistant secretary or some other officer, upon application of a majority of the directors. Any such application shall state the purpose or purposes of the proposed meeting. Any such call shall state the place, date, hour, and purposes of the meeting.

2.3. Place of Meeting. All meetings of the stockholders for the election of directors or for any other purpose shall be held at such place within or without the state of incorporation as may be determined from time to time by the chairman of the board, if any, the president or the board of directors. Any adjourned session of any meeting of the stockholders shall be held at the place designated in the vote of adjournment.

2.4. Notice of Meetings. Except as otherwise provided by law, a written notice of each meeting of stockholders stating the place, day and hour thereof and, in the case of a special meeting, the purposes for which the meeting is called, shall be given not less then ten nor more than sixty days before the meeting, to each stockholder entitled to vote thereat, and to each stockholder who, by law, by the certificate of incorporation or by these by-laws, is entitled to notice, by leaving such notice with him or at his residence or usual place of business, or by depositing it in the United States mail, postage prepaid, and addressed to such stockholder at his

address as it appears in the records of the corporation. Such notice shall be given by the secretary, or by an officer or person designated by the board of directors, or in the case of a special meeting by the officer calling the meeting. As to any adjourned session of any meeting of stockholders, notice of the adjourned meeting need not be given if the time and place thereof are announced at the meeting at which the adjournment was taken except that if the adjournment is for more than thirty days or if after the adjournment a new record date is set for the adjourned session, notice of any such adjourned session of the meeting shall be given in the manner heretofore described. No notice of any meeting of stockholders or any adjourned session thereof need be given to a stockholder if a written waiver of notice, executed before or after the meeting or such adjourned session by such stockholder, is filed with the records of the meeting or if the stockholder attends such meeting without objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the stockholders or any adjourned session thereof need be specified in any written waiver of notice.

2.5. Quorum of Stockholders. At any meeting of the stockholders a quorum as to any matter shall consist of a majority of the votes entitled to be cast on the matter, except where a larger quorum is required by law, by the certificate of incorporation or by these by-laws. Any meeting may be adjourned from time to time by a majority of the votes properly cast upon the question, whether or not a quorum is present. If a quorum is present at an original meeting, a quorum need not be present at an adjourned session of that meeting. Shares of its own stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of any corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

2.6. Action by Vote. When a quorum is present at any meeting, a plurality of the votes properly cast for election to any office shall elect to such office and a majority of the votes properly cast upon any question other than an election to an office shall decide the question, except when a larger vote is required by law, by the certificate of incorporation or by these by-laws. No ballot shall be required for any election unless requested by a stockholder present or represented at the meeting and entitled to vote in the election.

2.7. Action without Meetings. Unless otherwise provided in the certificate of incorporation, any action required or permitted to be taken by stockholders for or in connection with any corporate action may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in the state of incorporation by hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. No written consent shall be effective to take the corporate action referred to therein unless written consents signed by a number of stockholders sufficient to take such action are delivered to the corporation

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in the manner specified in this paragraph within sixty days of the earliest dated consent so delivered.

If action is taken by consent of stockholders and in accordance with the foregoing, there shall be filed with the records of the meetings of stockholders the writing or writings comprising such consent.

If action is taken by less than unanimous consent of stockholders, prompt notice of the taking of such action without a meeting shall be given to those who have not consented in writing and a certificate signed and attested to by the secretary that such notice was given shall be filed with the records of the meetings of stockholders.

In the event that the action which is consented to is such as would have required the filing of a certificate under any provision of the General Corporation Law of the State of Delaware, if such action had been voted upon by the stockholders at a meeting thereof, the certificate filed under such provision shall state, in lieu of any statement required by such provision concerning a vote of stockholders, that written consent has been given under Section 228 of said General Corporation Law and that written notice has been given as provided in such Section 228.

2.8. Proxy Representation. Every stockholder may authorize another person or persons to act for him by proxy in all matters in which a stockholder is entitled to participate, whether by waiving notice of any meeting, objecting to or voting or participating at a meeting, or expressing consent or dissent without a meeting. Every proxy must be signed by the stockholder or by his attorney-in-fact. No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally. The authorization of a proxy may but need not be limited to specified action, provided, however, that if a proxy limits its authorization to a meeting or meetings of stockholders, unless otherwise specifically provided such proxy shall entitle the holder thereof to vote at any adjourned session but shall not be valid after the final adjournment thereof.

2.9. Inspectors. The directors or the person presiding at the meeting may, and shall if required by applicable law, appoint one or more inspectors of election and any substitute inspectors to act at the meeting or any adjournment thereof. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questionsarising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspectors shall make a report in writing of any challenge, question or matter determined by them and execute a certificate of any fact found by them.

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2.10. List of Stockholders. The secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in his name. The stock ledger shall be the only evidence as to who are stockholders entitled to examine such list or to vote in person or by proxy at such meeting.

Section 3. BOARD OF DIRECTORS

3.1. Number. The corporation shall have one or more directors, the number shall be consistent with applicable law and shall be determined from time to time by vote of a majority of the directors then in office. No director need be a stockholder.

3.2. Tenure. Each director shall hold office until the next annual meeting and until his successor is elected and qualified, or until he sooner dies, resigns, is removed or becomes disqualified.

3.3. Powers. The business and affairs of the corporation shall be managed by or under the direction of the board of directors who shall have and may exercise all the powers of the corporation and do all such lawful acts and things as are not by law, the certificate of incorporation or these by-laws directed or required to be exercised or done by the stockholders.

3.4. Vacancies. Vacancies and any newly created directorships resulting from any increase in the number of directors may be filled by vote of the holders of the particular class or series of stock entitled to elect such director at a meeting called for the purpose, or by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, in each case elected by the particular class or series of stock entitled to elect such directors. When one or more directors shall resign from the board, effective at a future date, a majority of the directors then in office, including those who have resigned, who were elected by the particular class or series of stock entitled to elect such resigning director or directors shall have power to fill such vacancy or vacancies, the vote or action by writing thereon to take effect when such resignation or resignations shall become effective. The directors shall have and may exercise all their powers notwithstanding the existence of one or more vacancies in their number, subject to any requirements of law or of the certificate of incorporation or of these by-laws as to the number of directors required for a quorum or for any vote or other actions.

3.5. Committees. The board of directors may, by vote of a majority of the whole board, (a) designate, change the membership of or terminate the existence of any committee or committees, each committee to consist of one or more of the directors; (b) designate one or more directors as alternate members of any such committee who may replace any absent or disqualified member at any meeting of the committee; and (c) determine the extent to which each such committee shall have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation, including the power to authorize the seal of the corporation to be affixed to all papers which require it and the power and authority to declare dividends or to authorize the issuance of stock; excepting, however, such powers which by law, by the certificate of incorporation or by these by-laws they are prohibited from so delegating. In the absence or disqualification of any member of such committee and his alternate, if any, the member or members thereof present at any meeting and not

4

disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Except as the board of directors may otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by the board or such rules, its business shall be conducted as nearly as may be in the same manner as is provided by these by-laws for the conduct of business by the board of directors. Each committee shall keep regular minutes of its meetings and report the same to the board of directors upon request.

3.6. Regular Meetings. Regular meetings of the board of directors may be held without call or notice at such places within or without the State of Delaware and at such times as the board may from time to time determine, provided that notice of the first regular meeting following any such determination shall be given to absent directors. A regular meeting of the directors may be held without call or notice immediately after and at the same place as the annual meeting of stockholders.

3.7. Special Meetings. Special meetings of the board of directors may be held at any time and at any place within or without the state of incorporation designated in the notice of the meeting, when called by the chairman of the board, if any, the president, or by one-third or more in number of the directors, reasonable notice thereof being given to each director by the secretary or by the chairman of the board, if any, the president or any one of the directors calling the meeting.

3.8. Notice. It shall be reasonable and sufficient notice to a director to send notice by mail or overnight courier at least forty-eight hours or by telegram at least twenty-four hours before the meeting addressed to him at his usual or last known business or residence address or to give notice to him in person or by telephone at least twenty-four hours before the meeting. Notice of a meeting need not be given to any director if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. Neither notice of a meeting nor a waiver of a notice need specify the purposes of the meeting.

3.9. Quorum. Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, at any meeting of the directors a majority of the directors then in office shall constitute a quorum; a quorum shall not in any case be less than one-third of the total number of directors constituting the whole board. Any meeting may be adjourned from time to time by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

3.10. Action by Vote. Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, when a quorum is present at any meeting the vote of a majority of the directors present shall be the act of the board of directors.

3.11. Action Without a Meeting. Any action required or permitted to be taken at any meeting of the board of directors or a committee thereof may be taken without a meeting if all the members of the board or of such committee, as the case may be, consent thereto in writing, and such writing or writings are filed with the records of the meetings of the board or of such

5

committee. Such consent shall be treated for all purposes as the act of the board or of such committee, as the case may be.

3.12. Participation in Meetings by Conference Telephone. Members of the board of directors, or any committee designated by such board, may participate in a meeting of such board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other or by any other means permitted by law. Such participation shall constitute presence in person at such meeting.

3.13. Compensation. In the discretion of the board of directors, each director may be paid such fees for his services as director and be reimbursed for his reasonable expenses incurred in the performance of his duties as director as the board of directors from time to time may determine.

Nothing contained in this section shall be construed to preclude any director from serving the corporation in any other capacity and receiving reasonable compensation therefor.

3.14. Interested Directors and Officers.

(a) No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of the corporation’s directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if:

(1) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or

(2) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or

(3) The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the board of directors, a committee thereof, or the stockholders.

(b) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes the contract or transaction.

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Section 4. OFFICERS AND AGENTS

4.1. Enumeration; Qualification. The officers of the corporation shall be a president, a treasurer, a secretary and such other officers, if any, as the board of directors from time to time may in its discretion elect or appoint including without limitation a chairman of the board, one or more vice presidents and a controller. The corporation may also have such agents, if any, as the board of directors from time to time may in its discretion choose. Any officer may be but none need be a director or stockholder. Any two or more offices may be held by the same person. Any officer may be required by the board of directors to secure the faithful performance of his duties to the corporation by giving bond in such amount and with sureties or otherwise as the board of directors may determine.

4.2. Powers. Subject to law, to the certificate of incorporation and to the other provisions of these by-laws, each officer shall have, in addition to the duties and powers herein set forth, such duties and powers as are commonly incident to his office and such additional duties and powers as the board of directors may from time to time designate.

4.3. Election. The officers may be elected by the board of directors at their first meeting following the annual meeting of the stockholders or at any other time. At any time or from time to time the directors may delegate to any officer their power to elect or appoint any other officer or any agents.

4.4. Tenure. Each officer shall hold office until his respective successor is chosen and qualified unless a shorter period shall have been specified by the terms of his election or appointment, or in each case until he sooner dies, resigns, is removed or becomes disqualified. Each agent shall retain his authority at the pleasure of the directors, or the officer by whom he was appointed or by the officer who then holds agent appointive power.

4.5. Chairman of the Board of Directors, President and Vice President. The chairman of the board, if any, shall have such duties and powers as shall be designated from time to time by the board of directors. Unless the board of directors otherwise specifies, the chairman of the board, or if there is none the chief executive officer, shall preside, or designate the person who shall preside, at all meetings of the stockholders and of the board of directors.

Unless the board of directors otherwise specifies, the president shall be the chief executive officer and shall have direct charge of all business operations of the corporation and, subject to the control of the directors, shall have general charge and supervision of the business of the corporation.

Any vice presidents shall have such duties and powers as shall be set forth in these by-laws or as shall be designated from time to time by the board of directors or by the president.

4.6. Treasurer and Assistant Treasurers. Unless the board of directors otherwise specifies, the treasurer shall be in charge of the corporation’s funds and valuable papers, and shall have such other duties and powers as may be designated from time to time by the board of directors or by the president. If no controller is elected, the treasurer shall, unless the board of directors otherwise specifies, also have the duties and powers of the controller. Any assistant

7

treasurers shall have such duties and powers as shall be designated from time to time by the board of directors, the president or the treasurer.

4.7. Controller and Assistant Controllers. If a controller is elected, he shall, unless the board of directors otherwise specifies, be in charge of its books of account and accounting records, and of its accounting procedures. He shall have such other duties and powers as may be designated from time to time by the board of directors, the president or the treasurer. Any assistant controller shall have such duties and powers as shall be designated from time to time by the board of directors, the president, the treasurer or the controller.

4.8. Secretary and Assistant Secretaries. The secretary shall record all proceedings of the stockholders, of the board of directors and of committees of the board of directors in a book or series of books to be kept therefor and shall file therein all actions by written consent of stockholders or directors. In the absence of the secretary from any meeting, an assistant secretary, or if there be none or he is absent, a temporary secretary chosen at the meeting, shall record the proceedings thereof. Unless a transfer agent has been appointed the secretary shall keep or cause to be kept the stock and transfer records of the corporation, which shall contain the names and record addresses of all stockholders and the number of shares registered in the name of each stockholder. He shall have such other duties and powers as may from time to time be designated by the board of directors or the president. Any assistant secretaries shall have such duties and powers as shall be designated from time to time by the board of directors, the president or the secretary.

Section 5. RESIGNATIONS AND REMOVALS

5.1. Any director or officer may resign at any time by delivering his resignation in writing to the chairman of the board, if any, the president, or the secretary or to a meeting of the board of directors. Such resignation shall be effective upon receipt unless specified to be effective at some other time, and without in either case the necessity of its being accepted unless the resignation shall so state. A director (including persons elected by stockholders or directors to fill vacancies in the board) may be removed from office with or without cause by the vote of the holders of a majority of the issued and outstanding shares of the particular class or series entitled to vote in the election of such director. The board of directors may at any time remove any officer either with or without cause. The board of directors may at any time terminate or modify the authority of any agent.

Section 6. VACANCIES

6.1. If the office of the president or the treasurer or the secretary becomes vacant, the directors may elect a successor by vote of a majority of the directors then in office. If the office of any other officer becomes vacant, any person or body empowered to elect or appoint that officer may choose a successor. Each such successor shall hold office for the unexpired term, and in the case of the president, the treasurer and the secretary until his successor is chosen and qualified or in each case until he sooner dies, resigns, is removed or becomes disqualified. Any vacancy of a directorship shall be filled as specified in Section 3.4 of these by-laws.

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Section 7. CAPITAL STOCK

7.1. Stock Certificates. Each stockholder shall be entitled to a certificate stating the number and the class and the designation of the series, if any, of the shares held by him, in such form as shall, in conformity to law, the certificate of incorporation and the by-laws, be prescribed from time to time by the board of directors. Such certificate shall be signed by the chairman or vice chairman of the board, or the president or a vice president and by the treasurer or an assistant treasurer or by the secretary or an assistant secretary. Any of or all the signatures on the certificate may be a facsimile. In case an officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the time of its issue.

7.2. Loss of Certificates. In the case of the alleged theft, loss, destruction or mutilation of a certificate of stock, a duplicate certificate may be issued in place thereof, upon such terms, including receipt of a bond sufficient to indemnify the corporation against any claim on account thereof, as the board of directors may prescribe.

Section 8. TRANSFER OF SHARES OF STOCK

8.1. Transfer on Books. Subject to the restrictions, if any, stated or noted on the stock certificate, shares of stock may be transferred on the books of the corporation by the surrender to the corporation or its transfer agent of the certificate therefor properly endorsed or accompanied by a written assignment and power of attorney properly executed, with necessary transfer stamps affixed, and with such proof of the authenticity of signature as the board of directors or the transfer agent of the corporation may reasonably require. Except as may be otherwise required by law, by the certificate of incorporation or by these by-laws, the corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to receive notice and to vote or to give any consent with respect thereto and to be held liable for such calls and assessments, if any, as may lawfully be made thereon, regardless of any transfer, pledge or other disposition of such stock until the shares have been properly transferred on the books of the corporation.

It shall be the duty of each stockholder to notify the corporation of his post office address.

8.2. Record Date. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no such record date is fixed by the board of directors, the record date for determining the stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment

9

of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no such record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the state of incorporation hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. If no record date has been fixed by the board of directors and prior action by the board of directors is required by applicable law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such payment, exercise or other action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

Section 9. CORPORATE SEAL

9.1. Subject to alteration by the directors, the seal of the corporation shall consist of a flat-faced circular die with the word “Delaware” and the name of the corporation cut or engraved thereon, together with such other words, dates or images as may be approved from time to time by the directors.

Section 10. EXECUTION OF PAPERS

10.1. Except as the board of directors may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts or other obligations made, accepted or endorsed by the corporation shall be signed by the chairman of the board, if any, the president, a vice president or the treasurer.

Section 11. FISCAL YEAR

11.1. The fiscal year of the corporation shall end on the 31st of December.

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Section 12. AMENDMENTS

12.1. These by-laws may be adopted, amended or repealed by vote of a majority of the directors then in office or by vote of a majority of the stock outstanding and entitled to vote. Any by-law, whether adopted, amended or repealed by the stockholders or directors, may be amended or reinstated by the stockholders or the directors.

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EX-3.147

Exhibit 3.147

CERTIFICATE OF INCORPORATION

OF

MEDIC ONE AMBULANCE SERVICES, INC.

ARTICLE ONE

NAME

The name of the corporation is MEDIC ONE AMBULANCE SERVICES, INC. (the “Corporation”).

ARTICLE TWO

PERIOD OF DURATION

The period of duration of the Corporation is perpetual.

ARTICLE THREE

PURPOSES AND POWERS

Section 1. Purpose. The purposes for which the Corporation is organized are to transact any and all lawful business for which corporations may be organized under the General Corporation Law of the State of Delaware (the “GCL”).

Section 2. Powers. Subject to any specific written limitations or restrictions imposed by the GCL, by other law, or by the Certificate of Incorporation, and solely in furtherance thereof, but not in addition to the purposes set forth in Section 1 of this Article, the Corporation shall have and exercise all of the powers specified in the GCL, which powers are not inconsistent with the Articles of this Certificate.

ARTICLE FOUR

CAPITALIZATION, PREEMPTIVE RIGHTS AND VOTING

Section 1. Authorized Shares. The Corporation shall have authority to issue one class of shares to be designated as, “Common Stock”. The total number of shares of Common Stock which the Corporation is authorized to issue is One Hundred Thousand (100,000), all at a par value of $.01.

Section 2. Preemptive Rights. Unless otherwise determined by the Board of Directors, no holder of shares of capital stock of the Corporation shall, as such holder, have any right to purchase or subscribe for any capital stock which the Corporation may issue or sell, whether or not exchangeable for any capital stock of the Corporation, whether issued out of unissued shares authorized by this Certificate of Incorporation as originally filed or by any amendment thereof, or out of shares of capital stock of the Corporation acquired by it after the issue thereof; nor unless otherwise determined by the Board of Directors in the manner provided under the GCL, shall any holder of shares of capital stock of the Corporation, as such holder, have any right to purchase, acquire or subscribe for any securities which the Corporation may issue or sell whether or not convertible into or exchangeable for shares of capital stock of the Corporation, and whether or not any such securities have attached or appurtenant thereto warrants, options or other instruments which entitle the holders thereof to purchase, acquire or subscribe for shares of capital stock.

Section 3. Voting. In the exercise of voting privileges, each holder of shares of the capital stock of the Corporation entitled to voting rights shall be entitled to one (1) vote for each share held in his name on the books of the Corporation. In all elections of Directors of the Corporation, cumulative voting is expressly prohibited. As such, each holder of shares of capital

stock of the Corporation entitled to vote at the election of Directors shall have the right to vote, in person or by proxy, all or any portion of such shares for or against each individual Director to be elected and shall not be entitled to vote for or against any one Director more than the aggregate number of shares held by such holder which are entitled to vote on the election of Directors. With respect to any action to be taken by the Shareholders of the Corporation as to any matter, the affirmative vote of the holders of a majority of the shares of the capital stock of the Corporation entitled to vote thereon and represented in person or by proxy at a meeting of the Shareholders at which a quorum is present shall be sufficient to authorize, affirm, ratify or consent to such action. Any action required by the GCL to be taken at any annual or special meeting of Shareholders may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holder or holders of a majority of the outstanding shares of the capital stock of the Corporation entitled to vote thereon.

ARTICLE FIVE

REGISTERED AGENT AND OFFICE

Section 1. Registered Office. The address of the registered office of the Corporation is in the State of Delaware is The Prentice-Hall Corporation System, Inc., 32 Loockerman Square, Suite L-100 in the City of Dover, County of Kent, Delaware 19904 .

Section 2. Registered Agent. The name of the registered agent of the Corporation at such address is The Prentice-Hall Corporation System, Inc.

ARTICLE SIX

DIRECTORS

Section 1. Board of Directors. The Board of Directors shall consist of one or more members who need not be residents of the State of Delaware or Shareholders of the Corporation. The number of Directors of the Corporation may from time to time be changed in accordance with the Bylaws of the Corporation and the GCL.

Section 2. Names and Addresses. The names and addresses of the persons who are to serve as Directors until the next annual meeting of Shareholders or until their successors are elected and qualified, or until their earlier death, resignation, or removal are as follows:

NAME	NUMBER, STREET OR BUILDING	CITY, STATE
Paul M. Verrochi	67 Batterymarch Street, Suite 300	Boston, MA 02110
Dominic J. Puopolo	67 Batterymarch Street, Suite 300	Boston, MA 02110
John K. Rester	12020 Intraplex Parkway	Gulf Port, MS 39503-4602

Section 3. Limitations on Liability of Directors. No Director of the Corporation shall be personally liable to the Corporation or its Shareholders for monetary damages for an act or omission in the Director’s capacity as a Director; provided, however, that the foregoing provision shall not eliminate or limit the liability of a Director to the extent a Director is found liable for (a) a breach of the Director’s duty of loyalty to the Corporation or its Shareholders, (b) an act or omission not in good faith that constitutes a breach of duty of the Director to the Corporation or an act or omission that involves intentional misconduct or a knowing violation of the law, (c) a transaction from which the Director received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the Director’s office, or (d) an act or omission for which the liability of the Director is expressly provided by an applicable statute.

If the GCL or other applicable provision of Delaware law hereafter is amended to authorize further elimination or limitation of the liability of Directors, then the liability of a Director of the Corporation, in addition to the limitation on the personal liability provided herein, shall be limited to the fullest extent permitted by the GCL or other applicable provision of Delaware Law as amended. Any repeal or modification of this Section 3 by the Shareholders of the Corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a Director of the Corporation existing at the time of such repeal or modification.

ARTICLE SEVEN

SPECIAL POWERS OF BOARD OF DIRECTORS

In furtherance of, and not in limitation of the powers and authorities conferred under the GCL, the Board of Directors is expressly authorized:

(1) To make, alter, amend and rescind the Bylaws of the Corporation; to fix, adjust and maintain from time to time the amount to be reserved as working capital; and to authorize and cause to be executed mortgages and liens upon the real and personal property of the Corporation.

(2) From time to time, to determine whether and to what extent and at what times and places and under what conditions and provisions the accounts and books of the Corporation shall be maintained and made available for inspection of any Shareholder, and no Shareholder shall have any right to inspect any account or books or records of the Corporation, except as provided in the GCL, or authorized by the Board of Directors.

(3) If the Bylaws so provide, to designate two or more of their number to constitute an executive committee, which committee shall, as provided in said resolution or in the Bylaws of

the Corporation, have and exercise any or all of the powers of the Board of Directors in the management of the business and affairs of the Corporation, except to the extent that the GCL requires a particular matter to be authorized by the Board of Directors.

ARTICLE EIGHT

ADDITIONAL POWERS IN BYLAWS

The Corporation may in its Bylaws confer powers and authorities upon the Board of Directors in addition to the foregoing and to those expressly conferred upon them by the GCL.

ARTICLE NINE

TRANSACTIONS WITH DIRECTORS, OFFICERS AND SHAREHOLDERS

The Officers, Directors and Shareholders holding ten percent (10%) or more of the outstanding capital stock of the Corporation (“Insiders”) may enter into business transactions with the Corporation in which they are personally interested without such transaction being affected or invalidated solely because of such personal interest; provided, however, that nothing contained herein shall relieve any Insider from liability for breach of the fiduciary duties of an Insider or authorize any Insider to enter into any transaction with the Corporation in which such Insider has a material interest for the purpose of personal gain to the detriment of the Corporation.

ARTICLE TEN

INDEMNIFICATION

Section 1. Mandatory Indemnification and Advancement of Expenses. Each person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, any appeal in such action, suit or proceeding, and any inquiry or

investigation that could lead to such an action, suit, or proceeding (“Proceeding”), by reason of the fact that he is or was a Director or Officer of the Corporation, or who, while a Director of the Corporation, is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise, shall be indemnified and held harmless by the Corporation to the fullest extent permitted by the GCL against all judgments, penalties (including excise and similar taxes), fines, settlements, and reasonable expenses (including attorneys’ fees) actually incurred by such person in connection with such Proceeding. Such right shall be a contract right and shall include the right to require advancement by the Corporation of reasonable expenses (including attorneys’ fees) incurred in defending any such Proceeding in advance of its final disposition; provided, however, that the payment of such expenses in advance of the final disposition of such Proceeding shall be made by the Corporation only upon delivery to the Corporation of a written affirmation by such person of his good faith belief that he has met the standard of conduct necessary for indemnification under the GCL and a written undertaking, by or on behalf of such person, to repay all amounts so advanced if it should be ultimately determined that such person has not satisfied such requirements.

Section 2. Nature of Indemnification. The indemnification and advancement of expenses provided for herein shall not be deemed exclusive of any other rights permitted by law to which a person seeking indemnification may be entitled under any Bylaw, agreement, vote of Shareholders or disinterested Directors or otherwise, and shall continue as to a person who has ceased to be a Director or Officer of the Corporation and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 3. Insurance. The Corporation shall have power to purchase and maintain insurance or another arrangement on behalf of any person who is or was a Director, Officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnity him against such liability under the provisions of this Article Ten or the GCL.

ARTICLE ELEVEN

AMENDMENT OF BYLAWS

The Shareholders of the Corporation hereby delegate to the Board of Directors the power to adopt, alter, amend or repeal the Bylaws of the Corporation. Such power shall be vested exclusively in the Board of Directors and shall not be exercised by the Shareholders.

ARTICLE TWELVE

POWER TO CALL SPECIAL SHAREHOLDERS’ MEETINGS

Special meetings of the Shareholders of the Corporation may be called by the President of the Corporation, the Board of Directors or holders of not less than ten percent (10%) of all the shares entitled to vote at the proposed special meeting of the Shareholders.

ARTICLE THIRTEEN

AMENDMENTS

The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation or in its Bylaws in the manner now or hereafter

prescribed by the GCL or this Certificate of Incorporation, and all rights conferred on Shareholders herein are granted subject to this reservation.

ARTICLE FOURTEEN

INCORPORATOR

The name and mailing address of the Incorporator of the Corporation is as follows:

NAME	MAILING ADDRESS
Lila Newberry Bradley, Esq.	3340 Peachtree Road,
	N.E. Suite 2000, Tower Place
	Atlanta, Georgia 30326-1026

ARTICLE FIFTEEN

CAPTIONS

The captions used in this Certificate of Incorporation are for convenience only and shall not be construed in interpreting the provisions hereof.

IN WITNESS WHEREOF, the Incorporator of the Corporation has caused this Certificate of Incorporation to be executed on this 23rd day of August, 1994.

/s/ Lila Newberry Bradley

Lila Newberry Bradley, Esq., Incorporator

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

MEDIC ONE AMBULANCE SERVICES, INC.

Medic One Ambulance Services, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of said corporation has adapted by unanimous written consent the following resolution

RESOLVED:	That it is advisable and in the best interest of this Corporation that Section 1 of Article 4 of the Certificate of Incorporation of this Corporation be amended to read its entirety as follows:
	“Section 1. Authorized Shares. The Corporation shall have authority to issue one class of shares to be designated as, “Common Stock”. The total number of shares of Common Stock which the Corporation is authorized to issue is Three Thousand (3,000), all at a par value of $.01.”

SECOND: That said amendment has been consented to and authorized by the holder of a majority of the issued and outstanding stock entitled to vote by written consent given in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Section 242 and 228 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said corporation has caused this Certificate to be signed by John K. Rester, its President, and attested by Daniel W. Alexander, its Secretary, this 18 day of September, 1995.

	/s/ John K. Rester
Attested by:	/s/ Daniel W. Alexander
	Secretary

CERTIFICATE OF CHANGE OF REGISTERED AGENCY

AND

REGISTERED OFFICE

*****

Medic One Ambulance Services, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

The present registered agent of the corporation is The Prentice-Hall Corporation System, Inc., and the present registered office of the corporation is in the county of New Castle.

The Board of Directors of Medic One Ambulance Services, Inc. adopted the following resolution on the 1st day of September, 1996.

Resolved, that the registered office of Medic One Ambulance Services, Inc, in the state of Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, and the authorization of the present registered agent of this corporation be and the same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby constituted and appointed the registered agent of this corporation at the address of its registered office.

IN WITNESS WHEREOF, Medic One Ambulance Services, Inc. has caused this statement to be signed by William George, its Vice President this 1st day of September, 1996.

By	/s/ William George
	William George
	Vice President

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

AND OF REGISTERED AGENT

OF

MEDIC ONE AMBULANCE SERVICES, INC.

It is hereby certified that:

1.             The name of the corporation (hereinafter called the “corporation”) is:

MEDIC ONE AMBULANCE SERVICES, INC.

2.             The registered office of the corporation within the State of Delaware is hereby changed to 2711 Centerville Road, Suite 400, City of Wilmington 19808, County of New Castle.

3.             The registered agent of the corporation within the State of Delaware is hereby changed to Corporation Service Company, the business office of which is identical with the registered office of the corporation as hereby changed.

4.             The corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on Feb 10, 2006

/s/ Randy Owen
Name:	Randy Owen
Title:	Chief Financial Officer & VP

EX-3.148

Exhibit 3.148

BY-LAWS

OF

THE SUBSIDIARIES OF

AMERICAN MEDICAL RESPONSE, INC.

Section 1. LAW, CERTIFICATE OF INCORPORATION
AND BY-LAWS

1.1. These by-laws are subject to the certificate of incorporation of the corporation. In these by-laws, references to law, the certificate of incorporation and by-laws mean the law, the provisions of the certificate of incorporation and the by-laws as from time to time in effect.

Section 2. STOCKHOLDERS

2.1. Annual Meeting. The annual meeting of stockholders shall be held at 10:00 am on the second Tuesday in May in each year, unless that day be a legal holiday at the place where the meeting is to be held, in which case the meeting shall be held at the same hour on the next succeeding day not a legal holiday, or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect a board of directors and transact such other business as may be required by law or these by-laws or as may properly come before the meeting.

2.2. Special Meetings. A special meeting of the stockholders may be called at any time by the chairman of the board, if any, the president or the board of directors. A special meeting of the stockholders shall be called by the secretary, or in the case of the death, absence, incapacity or refusal of the secretary, by an assistant secretary or some other officer, upon application of a majority of the directors. Any such application shall state the purpose or purposes of the proposed meeting. Any such call shall state the place, date, hour, and purposes of the meeting.

2.3. Place of Meeting. All meetings of the stockholders for the election of directors or for any other purpose shall be held at such place within or without the state of incorporation as may be determined from time to time by the chairman of the board, if any, the president or the board of directors. Any adjourned session of any meeting of the stockholders shall be held at the place designated in the vote of adjournment.

2.4. Notice of Meetings. Except as otherwise provided by law, a written notice of each meeting of stockholders stating the place, day and hour thereof and, in the case of a special meeting, the purposes for which the meeting is called, shall be given not less then ten nor more than sixty days before the meeting, to each stockholder entitled to vote thereat, and to each stockholder who, by law, by the certificate of incorporation or by these by-laws, is entitled to notice, by leaving such notice with him or at his residence or usual place of business, or by depositing it in the United States mail, postage prepaid, and addressed to such stockholder at his address as it appears in the records of the corporation. Such

notice shall be given by the secretary, or by an officer or person designated by the board of directors, or in the case of a special meeting by the officer calling the meeting. As to any adjourned session of any meeting of stockholders, notice of the adjourned meeting need not be given if the time and place thereof are announced at the meeting at which the adjournment was taken except that if the adjournment is for more than thirty days or if after the adjournment a new record date is set for the adjourned session, notice of any such adjourned session of the meeting shall be given in the manner heretofore described. No notice of any meeting of stockholders or any adjourned session thereof need be given to a stockholder if a written waiver of notice, executed before or after the meeting or such adjourned session by such stockholder, is filed with the records of the meeting or if the stockholder attends such meeting without objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the stockholders or any adjourned session thereof need be specified in any written waiver of notice.

2.5. Quorum of Stockholders. At any meeting of the stockholders a quorum as to any matter shall consist of a majority of the votes entitled to be cast on the matter, except where a larger quorum is required by law, by the certificate of incorporation or by these by-laws. Any meeting may be adjourned from time to time by a majority of the votes properly cast upon the question, whether or not a quorum is present. If a quorum is present at an original meeting, a quorum need not be present at an adjourned session of that meeting. Shares of its own stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of any corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

2.6. Action by Vote. When a quorum is present at any meeting, a plurality of the votes properly cast for election to any office shall elect to such office and a majority of the votes properly cast upon any question other than an election to an office shall decide the question, except when a larger vote is required by law, by the certificate of incorporation or by these by-laws. No ballot shall be required for any election unless requested by a stockholder present or represented at the meeting and entitled to vote in the election.

2.7. Action without Meetings. Unless otherwise provided in the certificate of incorporation, any action required or permitted to be taken by stockholders for or in connection with any corporate action may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in the state of incorporation by hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. No written consent shall be effective to take the corporate action referred to therein unless written consents signed by a number of stockholders sufficient to take such action are delivered to the corporation in the manner specified in this paragraph within sixty days of the earliest dated consent so delivered.

If action is taken by consent of stockholders and in accordance with the

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foregoing, there shall be filed with the records of the meetings of stockholders the writing or writings comprising such consent.

If action is taken by less than unanimous consent of stockholders, prompt notice of the taking of such action without a meeting shall be given to those who have not consented in writing and a certificate signed and attested to by the secretary that such notice was given shall be filed with the records of the meetings of stockholders.

In the event that the action which is consented to is such as would have required the filing of a certificate under any provision of the General Corporation Law of the State of Delaware, if such action had been voted upon by the stockholders at a meeting thereof, the certificate filed under such provision shall state, in lieu of any statement required by such provision concerning a vote of stockholders, that written consent has been given under Section 228 of said General Corporation Law and that written notice has been given as provided in such Section 228.

2.8. Proxy Representation. Every stockholder may authorize another person or persons to act for him by proxy in all matters in which a stockholder is entitled to participate, whether by waiving notice of any meeting, objecting to or voting or participating at a meeting, or expressing consent or dissent without a meeting. Every proxy must be signed by the stockholder or by his attorney-in-fact. No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally. The authorization of a proxy may but need not be limited to specified action, provided, however, that if a proxy limits its authorization to a meeting or meetings of stockholders, unless otherwise specifically provided such proxy shall entitle the holder thereof to vote at any adjourned session but shall not be valid after the final adjournment thereof.

2.9. Inspectors. The directors or the person presiding at the meeting may, and shall if required by applicable law, appoint one or more inspectors of election and any substitute inspectors to act at the meeting or any adjournment thereof. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspectors shall make a report in writing of any challenge, question or matter determined by them and execute a certificate of any fact found by them.

2.10. List of Stockholders. The secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in his name. The stock ledger shall be the only evidence as to who are

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stockholders entitled to examine such list or to vote in person or by proxy at such meeting.

Section 3. BOARD OF DIRECTORS

3.1. Number. The corporation shall have one or more directors, the number shall be consistent with applicable law and shall be determined from time to time by vote of a majority of the directors then in office. No director need be a stockholder.

3.2. Tenure. Each director shall hold office until the next annual meeting and until his successor is elected and qualified, or until he sooner dies, resigns, is removed or becomes disqualified.

3.3. Powers. The business and affairs of the corporation shall be managed by or under the direction of the board of directors who shall have and may exercise all the powers of the corporation and do all such lawful acts and things as are not by law, the certificate of incorporation or these by-laws directed or required to be exercised or done by the stockholders.

3.4. Vacancies. Vacancies and any newly created directorships resulting from any increase in the number of directors may be filled by vote of the holders of the particular class or series of stock entitled to elect such director at a meeting called for the purpose, or by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, in each case elected by the particular class or series of stock entitled to elect such directors. When one or more directors shall resign from the board, effective at a future date, a majority of the directors then in office, including those who have resigned, who were elected by the particular class or series of stock entitled to elect such resigning director or directors shall have power to fill such vacancy or vacancies, the vote or action by writing thereon to take effect when such resignation or resignations shall become effective. The directors shall have and may exercise all their powers notwithstanding the existence of one or more vacancies in their number, subject to any requirements of law or of the certificate of incorporation or of these by-laws as to the number of directors required for a quorum or for any vote or other actions.

3.5. Committees. The board of directors may, by vote of a majority of the whole board, (a) designate, change the membership of or terminate the existence of any committee or committees, each committee to consist of one or more of the directors; (b) designate one or more directors as alternate members of any such committee who may replace any absent or disqualified member at any meeting of the committee; and (c) determine the extent to which each such committee shall have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation, including the power to authorize the seal of the corporation to be affixed to all papers which require it and the power and authority to declare dividends or to authorize the issuance of stock; excepting, however, such powers which by law, by the certificate of incorporation or by these by-laws they are prohibited from so delegating. In the absence or disqualification of any member of such committee and his alternate, if any, the member or members thereof present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Except as the board of directors may otherwise determine, any committee may make rules for the conduct

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of its business, but unless otherwise provided by the board or such rules, its business shall be conducted as nearly as may be in the same manner as is provided by these by-laws for the conduct of business by the board of directors. Each committee shall keep regular minutes of its meetings and report the same to the board of directors upon request.

3.6. Regular Meetings. Regular meetings of the board of directors may be held without call or notice at such places within or without the State of Delaware and at such times as the board may from time to time determine, provided that notice of the first regular meeting following any such determination shall be given to absent directors. A regular meeting of the directors may be held without call or notice immediately after and at the same place as the annual meeting of stockholders.

3.7. Special Meetings. Special meetings of the board of directors may be held at any time and at any place within or without the state of incorporation designated in the notice of the meeting, when called by the chairman of the board, if any, the president, or by one-third or more in number of the directors, reasonable notice thereof being given to each director by the secretary or by the chairman of the board, if any, the president or any one of the directors calling the meeting.

3.8. Notice. It shall be reasonable and sufficient notice to a director to send notice by mail or overnight courier at least forty-eight hours or by telegram at least twenty-four hours before the meeting addressed to him at his usual or last known business or residence address or to give notice to him in person or by telephone at least twenty-four hours before the meeting. Notice of a meeting need not be given to any director if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. Neither notice of a meeting nor a waiver of a notice need specify the purposes of the meeting.

3.9. Quorum. Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, at any meeting of the directors a majority of the directors then in office shall constitute a quorum; a quorum shall not in any case be less than one-third of the total number of directors constituting the whole board. Any meeting may be adjourned from time to time by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

3.10. Action by Vote. Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, when a quorum is present at any meeting the vote of a majority of the directors present shall be the act of the board of directors.

3.11. Action Without a Meeting. Any action required or permitted to be taken at any meeting of the board of directors or a committee thereof may be taken without a meeting if all the members of the board or of such committee, as the case may be, consent thereto in writing, and such writing or writings are filed with the records of the meetings of the board or of such committee. Such consent shall be treated for all purposes as the act of the board or of such committee, as the case may be.

3.12. Participation in Meetings by Conference Telephone. Members of the board of directors, or any committee designated by such board, may participate in a meeting of such board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in

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the meeting can hear each other or by any other means permitted by law. Such participation shall constitute presence in person at such meeting.

3.13. Compensation. In the discretion of the board of directors, each director may be paid such fees for his services as director and be reimbursed for his reasonable expenses incurred in the performance of his duties as director as the board of directors from time to time may determine. Nothing contained in this section shall be construed to preclude any director from serving the corporation in any other capacity and receiving reasonable compensation therefor.

3.14. Interested Directors and Officers.

(a) No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of the corporation’s directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if:

(1) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or

(2) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or

(3) The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the board of directors, a committee thereof, or the stockholders.

(b) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes the contract or transaction.

Section 4. OFFICERS AND AGENTS

4.1. Enumeration; Qualification. The officers of the corporation shall be a president, a treasurer, a secretary and such other officers, if any, as the board of directors from time to time may in its discretion elect or appoint including without limitation a chairman of the board, one or more vice presidents and a controller. The corporation may also have such agents, if any, as the board of directors from time to time may in its discretion choose. Any officer may be but none need be a director or stockholder. Any two or more offices may be held by the same person. Any officer may be required by the board of directors to secure the faithful performance of his duties to the corporation by giving bond in such amount and with sureties or otherwise as the board of directors may determine.

4.2. Powers. Subject to law, to the certificate of incorporation and to the

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other provisions of these by-laws, each officer shall have, in addition to the duties and powers herein set forth, such duties and powers as are commonly incident to his office and such additional duties and powers as the board of directors may from time to time designate.

4.3. Election. The officers may be elected by the board of directors at their first meeting following the annual meeting of the stockholders or at any other time. At any time or from time to time the directors may delegate to any officer their power to elect or appoint any other officer or any agents.

4.4. Tenure. Each officer shall hold office until his respective successor is chosen and qualified unless a shorter period shall have been specified by the terms of his election or appointment, or in each case until he sooner dies, resigns, is removed or becomes disqualified. Each agent shall retain his authority at the pleasure of the directors, or the officer by whom he was appointed or by the officer who then holds agent appointive power.

4.5. Chairman of the Board of Directors, President and Vice President. The chairman of the board, if any, shall have such duties and powers as shall be designated from time to time by the board of directors. Unless the board of directors otherwise specifies, the chairman of the board, or if there is none the chief executive officer, shall preside, or designate the person who shall preside, at all meetings of the stockholders and of the board of directors.

Unless the board of directors otherwise specifies, the president shall be the chief executive officer and shall have direct charge of all business operations of the corporation and, subject to the control of the directors, shall have general charge and supervision of the business of the corporation.

Any vice presidents shall have such duties and powers as shall be set forth in these by-laws or as shall be designated from time to time by the board of directors or by the president.

4.6. Treasurer and Assistant Treasurers. Unless the board of directors otherwise specifies, the treasurer shall be in charge of the corporation’s funds and valuable papers, and shall have such other duties and powers as may be designated from time to time by the board of directors or by the president. If no controller is elected, the treasurer shall, unless the board of directors otherwise specifies, also have the duties and powers of the controller. Any assistant treasurers shall have such duties and powers as shall be designated from time to time by the board of directors, the president or the treasurer.

4.7. Controller and Assistant Controllers. If a controller is elected, he shall, unless the board of directors otherwise specifies, be in charge of its books of account and accounting records, and of its accounting procedures. He shall have such other duties and powers as may be designated from time to time by the board of directors, the president or the treasurer. Any assistant controller shall have such duties and powers as shall be designated from time to time by the board of directors, the president, the treasurer or the controller.

4.8. Secretary and Assistant Secretaries. The secretary shall record all proceedings of the stockholders, of the board of directors and of committees of the board of directors in a book or series of books to be kept therefor and shall file therein all actions by written consent of stockholders or directors. In the absence of the secretary from any meeting, an assistant secretary, or if there be none or he is absent, a temporary secretary chosen at the meeting, shall record the proceedings thereof. Unless a transfer agent has been appointed

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the secretary shall keep or cause to be kept the stock and transfer records of the corporation, which shall contain the names and record addresses of all stockholders and the number of shares registered in the name of each stockholder. He shall have such other duties and powers as may from time to time be designated by the board of directors or the president. Any assistant secretaries shall have such duties and powers as shall be designated from time to time by the board of directors, the president or the secretary.

Section 5. RESIGNATIONS AND REMOVALS

5.1. Any director or officer may resign at any time by delivering his resignation in writing to the chairman of the board, if any, the president, or the secretary or to a meeting of the board of directors. Such resignation shall be effective upon receipt unless specified to be effective at some other time, and without in either case the necessity of its being accepted unless the resignation shall so state. A director (including persons elected by stockholders or directors to fill vacancies in the board) may be removed from office with or without cause by the vote of the holders of a majority of the issued and outstanding shares of the particular class or series entitled to vote in the election of such director. The board of directors may at any time remove any officer either with or without cause. The board of directors may at any time terminate or modify the authority of any agent.

Section 6. VACANCIES

6.1. If the office of the president or the treasurer or the secretary becomes vacant, the directors may elect a successor by vote of a majority of the directors then in office. If the office of any other officer becomes vacant, any person or body empowered to elect or appoint that officer may choose a successor. Each such successor shall hold office for the unexpired term, and in the case of the president, the treasurer and the secretary until his successor is chosen and qualified or in each case until he sooner dies, resigns, is removed or becomes disqualified. Any vacancy of a directorship shall be filled as specified in Section 3.4 of these by-laws.

Section 7. CAPITAL STOCK

7.1. Stock Certificates. Each stockholder shall be entitled to a certificate stating the number and the class and the designation of the series, if any, of the shares held by him, in such form as shall, in conformity to law, the certificate of incorporation and the by-laws, be prescribed from time to time by the board of directors. Such certificate shall be signed by the chairman or vice chairman of the board, or the president or a vice president and by the treasurer or an assistant treasurer or by the secretary or an assistant secretary. Any of or all the signatures on the certificate may be a facsimile. In case an officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the time of its issue.

7.2. Loss of Certificates. In the case of the alleged theft, loss, destruction or mutilation of a certificate of stock, a duplicate certificate may be issued in place thereof, upon such terms, including receipt of a bond sufficient to indemnify the corporation against any claim on account thereof, as the board of directors may prescribe.

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Section 8. TRANSFER OF SHARES OF STOCK

8.1. Transfer on Books. Subject to the restrictions, if any, stated or noted on the stock certificate, shares of stock may be transferred on the books of the corporation by the surrender to the corporation or its transfer agent of the certificate therefor properly endorsed or accompanied by a written assignment and power of attorney properly executed, with necessary transfer stamps affixed, and with such proof of the authenticity of signature as the board of directors or the transfer agent of the corporation may reasonably require. Except as may be otherwise required by law, by the certificate of incorporation or by these by-laws, the corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to receive notice and to vote or to give any consent with respect thereto and to be held liable for such calls and assessments, if any, as may lawfully be made thereon, regardless of any transfer, pledge or other disposition of such stock until the shares have been properly transferred on the books of the corporation.

It shall be the duty of each stockholder to notify the corporation of his post office address.

8.2. Record Date. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no such record date is fixed by the board of directors, the record date for determining the stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no such record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the state of incorporation hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. If no record date has been fixed by the board of directors and prior action by the board of directors is required by applicable law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

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In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such payment, exercise or other action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

Section 9. CORPORATE SEAL

9.1. Subject to alteration by the directors, the seal of the corporation shall consist of a flat-faced circular die with the word “Delaware” and the name of the corporation cut or engraved thereon, together with such other words, dates or images as may be approved from time to time by the directors.

Section 10. EXECUTION OF PAPERS

10.1. Except as the board of directors may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts or other obligations made, accepted or endorsed by the corporation shall be signed by the chairman of the board, if any, the president, a vice president or the treasurer.

Section 11. FISCAL YEAR

11.1. The fiscal year of the corporation shall end on the 31st of December.

Section 12. AMENDMENTS

12.1. These by-laws may be adopted, amended or repealed by vote of a majority of the directors then in office or by vote of a majority of the stock outstanding and entitled to vote. Any by-law, whether adopted, amended or repealed by the stockholders or directors, may be amended or reinstated by the stockholders or the directors.

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EX-3.149

Exhibit 3.149

STATE OF GEORGIA

COUNTY OF COBB

ARTICLES OF INCORPORATION

OF

MEDIC ONE OF COBB, INC.

I.

The name of the corporation is “Medic One of Cobb, Inc.”

II.

The corporation is organized pursuant to the provisions of the Georgia Business Corporation Code.

III.

The corporation shall have perpetual duration.

IV.

The corporation shall have authority, acting by its board of directors, to issue not more than 100,000 shares of a common class stock, having no par value.

V.

The corporation shall not commence business until it shall have received consideration of not less than five hundred dollars ($500.00) in value for the issuance of its shares.

VI.

The address of the initial registered office of the corporation is 2279 Benson Poole Road, Smyrna, Georgia 30081, and the initial registered agent of the corporation at such address is Mark Westbrook.

VII.

The initial board of directors shall consist of two (2) members, the name and address of each of which is as follows:

Mark Westbrook	Eddie Randall Lummus
2628 Bent Hickory Drive	2950 N. Cobb Parkway
Smyrna, Georgia 30082	Kennesaw, Georgia 30144

VIII.

The name and address of the incorporator is: Eddie Randall Lummus, 2950 N. Cobb Parkway, Kennesaw, Georgia 30144.

IX.

The mailing address of the initial principal office of the corporation is 2279 Benson Poole Road, Smyrna, Georgia 30081.

X.

The corporation shall be authorized to issue its common stock in accordance with the provisions of Section 1244 of the Internal Revenue Code of 1933, as amended, pursuant to such prior plans as it may from time to time adopt, and the Board of Directors of the Corporation shall be authorized to adopt the initial plan for the issuance of such common stock at its first organizational meeting.

IN WITNESS WHEREOF, the undersigned attorney for incorporator has executed these Articles of Incorporation.

This 4 day of June, 1991.

/s/Randal Akers

Randal Akers

Attorney for Incorporator

2839 Cherokee Street, N.W.

P.O. Box 156

Kennesaw, Georgia  30144

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EX-3.150

Exhibit 3.150

BY-LAWS

OF

MEDIC ONE OF COBB, INC.

ARTICLE ONE

Offices

1.1 The address of the registered office of the Corporation is 2279 Benson Poole Road, Smyrna, Georgia 30081, and the name of the registered agent at this address is Mark Westbrook.

1.2 The Corporation may have offices at such place or places (within or without the State of Georgia) as the Board of Directors may from time to time determine, or the business of the Corporation may require or make desirable.

ARTICLE TWO

Shares of Stock

2.1 Share certificates shall be numbered in the order in which they are issued. They shall be signed by the President and the seal of the Corporation shall be affixed thereto. Share certificates shall be bound in a book and shall be issued in consecutive order therefrom. On the sheet provided for each certificate in the certificate book there shall be entered the name of the person or persons owning the shares, the number of shares and the date of issue. Share certificates exchanged or returned shall be canceled by the Secretary and placed in their original place in the certificate book.

2.2 Transfers of shares shall be made in the certificate book of the Corporation by the holder in person or by power of attorney, or by surrender of the old certificates for such shares, duly assigned.

2.3 The holder of the common shares shall be entitled to one vote for each share of stock outstanding in his or her name.

ARTICLE THREE

Shareholder’s Meeting

3.1 The annual meeting of shareholders of the Corporation shall be on the first Monday of the second month after the close of the fiscal year, within or without the State of Georgia, at such place or places as may from time to time be fixed by the Board of Directors.

3.2 At all meetings of shareholders, the holders of common stock shall be entitled to cast their one vote for each share of common stock either in person or by written proxy.

3.3 Written notice stating the place, day and hour of the meeting, and in case of a special meeting, the purpose(s) for which the meeting is called, shall be delivered not less than ten (10) nor more than fifty (50) days before the date of the meeting to each shareholder of record entitled to vote at such meetings. Special meetings of shareholders may be called at any time by the President, Board of Directors or any holder of as much as one-fourth of the outstanding shares of stock of the Corporation. Attendance at such meeting in person or by proxy shall constitute a waiver of notice thereof except when a shareholder attends solely for the stated purpose of objecting to the transaction of business. Such purpose must be manifested at the very beginning of the meeting.

3.4 Notice of any special meeting of shareholders all state the purpose or purposes for which the meeting is called.

3.5 At all meetings of shareholders a majority of the outstanding shares of stock present at the meeting shall constitute a quorum for the transaction of business, and no resolution or business shall be transacted without the favorable vote of a majority of the shares represented at the meeting and entitled to vote. A lesser number may adjourn from day to day.

3.6 Any action to be taken at a meeting of the shareholders of the Corporation, or any action that may be taken at a meeting of shareholders, may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

ARTICLE FOUR

Directors

4.1 Subject to these By-Laws, Articles of Incorporation or any lawful agreement between the shareholders, the full and entire management of the affairs and business of the Corporation shall be bested in the Board of Directors, which shall have and may exercise all of the powers that may be exercised or performed by the Corporation, which are not by the laws of Georgia, by the Certificate of Incorporation or by these By-Laws directed or required to be done or exercised by the shareholders.

4.2 The Board of Directors shall consist of at least one (1) member and not more than seven (7) members who shall be elected at the Annual Meeting of Shareholders and shall serve for a term of one year, or until such time as their successors are duly elected. A quorum shall be constituted only by presence of all Directors and all resolutions adopted or business transacted by the Board of Directors shall require the affirmative vote of a majority of the Board of Directors.

4.3 The majority of the remaining Board of Directors may fill the position of any Director which may become vacant prior to the expiration of his term, such appointment by the

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Board of Directors to continue until the expiration of the term of the Director whose position has become vacant.

4.4 The Board of Directors shall meet annually following the annual meeting of shareholders. Special meetings of the Board of Directors may be called at any time by the President, Chairman of the Board, or by any Director on two days’ notice. Notice of such meeting, including the time, place and subject matter thereof, may be waived only by proper instrument in writing signed by any member of the Board of Directors affected thereby. However, attendance in person at such meeting shall constitute a waiver of notice thereof, except where such appearance is to object to the calling of the meeting, the time or subject matter thereof and where such purpose is manifested at the very beginning of the meeting. The signature of any Director approving the minutes of any meeting of the Board of Directors entered thereon, shall be effective to the same extent as if such Director had been present at such meeting. Any meeting of the Board of Directors may be held within or without the State of Georgia at such place as may be determined by the person or persons calling the meeting.

4.5 Any action taken at a meeting of the Board of Directors, or any action that could have been taken at a meeting of the Board of Directors, shall be recorded in written minutes setting forth the action so taken, and shall be signed by all of the Directors. Furthermore, any such action may be taken without a meeting if a consent in writing setting forth the action so taken is signed by all of the Board of Directors.

4.6 The Board of Directors, as such, or as members of any standing or special committee, may receive such compensation for their services as may be fixed from time to time by resolution of the Board.

4.7 Nothing herein contained shall be construed to preclude any Director from serving the corporation in any other capacity or receiving compensation therefor.

4.8 The Board of Directors may at any time by a majority vote select one (1) or more of the existing Directors of the Corporation to serve as an executive committee of the Board of Directors empowered to do any and all acts of the Board of Directors during the interim period between meetings of such Board. The members of such committee may be selected and removed at will, at any time by the Board of Directors.

ARTICLE FIVE

Officers

5.1 The officers of the Corporation shall consist of at least a President, a separate Secretary, and a Treasurer whose function may be performed by the person performing as either the President or the Secretary. Other officers, including a Chairman of the Board, a Vice-President or Vice-Presidents and such assistants to any of these officers as the Board of Directors shall determine from time to time, shall also be authorized. Notwithstanding anything herein to the contrary, the President and the Secretary shall not be the same person. All officers shall be elected by the Board of Directors and shall serve at the pleasure of the Board of Directors. All

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required officers and any other official position not inconsistent with these By-Laws shall be elected at the first Board meeting after each annual Shareholders Meeting.

5.2 The President shall be the chief executive officer of the Corporation and shall have general and active management of the operation of the Corporation. He shall be responsible for the administration of the Corporation, including general supervision of the policies of the Corporation, general and active management of the financial affairs of the Corporation, and shall execute bonds, mortgages or other contracts under the seal of the Corporation. He shall only borrow money on behalf of the Corporation pursuant to specific authority from the Board of Directors. The President shall have the authority to institute or defend legal proceedings when the Directors are deadlocked.

5.3 The Chairman of the Board will preside at all meetings of the Board of Directors.

5.4 The Vice-President shall perform all the duties of the President in his absence and as directed by the President or by the Board of Directors.

5.5 The Secretary shall keep the minutes of all meetings of the shareholders and Directors and have charge of the minute books, stock books and seal of the Corporation, and shall perform such other duties and have such other powers as may from time to time be delegated to him or her by the President or the Board of Directors.

5.6 The Treasurer shall be charged with the management of the financial affairs of the Corporation and shall have the power to recommend action concerning the Corporation’s financial affairs to the President.

5.7 One person may hold two or more offices, except that the President and Secretary may not be the same person.

5.8 Salaries of officers are to be determined by the Board of Directors.

5.9 Any officer may be removed at any time with or without cause.

5.10 Assistants to any of the officers herein described may be appointed by and shall have such duties as shall be delegated to them by the President or the Board of Directors.

ARTICLE SIX

Seal

6.1 The seal of the Corporation shall be in such form as the Board of Directors may from time to time determine. In the event it is inconvenient to use such a seal at any time, the signature of the company followed by the word “Seal” enclosed in parentheses or scroll, shall be deemed the seal of the Corporation. This seal shall be in the custody of the Secretary or his or her designated authority, and affixed by him or her along with his or her signature on the certificates of stock and such other papers as may be directed by law, by these By-Laws or by the

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Board of Directors. All documents shall be signed by the President or other chief executive officer and shall be attested to by the Secretary along with the seal.

ARTICLE SEVEN

Dividends

7.1 Subject to applicable law, dividends may be declared and paid out of any funds available therefor, as often, in such amounts and at such time or times as the Board of Directors may determine.

ARTICLE EIGHT

Reimbursement

8.1 If any payment or other benefit bestowed by the Corporation on any employee and deducted by the Corporation against its income for federal income tax purposes is finally disallowed in whole or in part as a deduction on the ground that it is unreasonably high compensation or on any other ground, the portion thereof for which said deduction is not allowed shall be repaid to the Corporation by the employee upon whom the payment or other benefit was originally bestowed, within three (3) years from the time such deduction is finally disallowed, unless the Board otherwise deems same to be a dividend, loan or other emolument recognizing the services of the employee affected.

8.2 It shall be the duty of the Board of Directors to designate the disallowed employee compensation under the categories herein denominated and, where appropriate, to enforce repayment of any sums it may deem unreasonably high compensation.

8.3 The corporation shall give reasonable notice to any employee of any attempt to disallow as a deduction any payment or benefits to such employee so that he may protect his interest. However, any good faith settlement by the Corporation as to the amount to be disallowed shall be binding on the employee, unless the employee requests in writing that additional measures be pursued, agrees to pay the additional cost of such measures including reasonable attorney’s fees, and furnishes security to the Corporation satisfactory in the opinion of the Board of Directors to cover such additional costs and also any potential liability for additional income taxes attributable to the disallowance of the deduction.

ARTICLE NINE

Fiscal Year

9.1 The fiscal year of the Corporation shall begin on January 1 and end on December 31.

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ARTICLE TEN

Amendment of By-Laws

10.1 All by-laws of the Corporation shall be subject to alteration or repeal, and new by-laws may be made by a majority vote of the shareholders at the time entitled to vote in the election of directors.

The undersigned certifies that the foregoing by-laws have been adopted as the first by-laws of the Corporation, in accordance with the requirements of the Georgia Business Corporation Code.

Date: 6-5-91	/s/ Mark Wistbrook
	Director
Date: 6-5-91	/s/ Eddie Randall Lummus
	Director

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STATE OF GEORGIA

COUNTY OF COBB

AMENDMENT TO BY-LAWS OF

MEDIC ONE OF COBB, INC.

COMES NOW, the sole shareholder/director of MEDIC ONE OF COBB, INC., and hereby amends the by-laws of said corporation by deleting Articles 5.1 and 5.7 in their entirety and substituting in lieu thereof the following new and additional paragraphs denominated as paragraphs 5.1 and 5.7 as follows:

5.1 The officers of the corporation shall consist of least a president, secretary and a treasurer. Other officers including a chairman of the board, vice president and such assistant to any of these officers as the board of directors shall determine from time to time, shall also be authorized. All officers shall be elected by the board of directors and shall serve at the pleasure of the Board of Directors. All required officers and any other official position not inconsistent with these by-laws shall be elected at the first board meeting after each annual shareholders meeting.

5.7 One person may hold two or more offices.

The undersigned certifies that the foregoing Amendment To By-Laws of Medic One of Cobb, Inc. has been adopted by the corporation in accordance with the requirements of the Georgia Business Corporation Code.

Eddie Randall Lummus

Director/Shareholder

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EX-3.151

Exhibit 3.151

ARTICLES OF MERGER

OF

FLORIDA MEDI-CAR, INC.

AND

MEDI-CAR AMBULANCE SERVICE, INC.

To the Secretary of State

State of Florida

Pursuant to the provisions of the Florida Business Corporation Act, the domestic corporations herein named do hereby adopt the following articles of merger.

1. The following annexed hereto and made a part hereof is the Agreement and Plan of Merger for merging Florida Medi-Car, Inc. with and into Medi-Car Ambulance Service, Inc. as approved and adopted by written consent of the sole shareholder of Florida Medi-Car, Inc. entitled to vote thereon given on December  20, 1995 in accordance with the provisions of Section 607.0704 the Florida Business Corporation Act.

2. Medi-Car Ambulance Service, Inc. will continue its existence as the surviving corporation under its present name pursuant to the provisions of the Florida Business Corporation Act.

3. The effective time and date of the merger herein provided for shall be  11:59 p.m. on December 31, 1995.

Executed on December 21, 1995.

FLORIDA MEDI-CAR, INC.
By:	/s/ X
	Chief Executive Officer
MEDI-CAR AMBULANCE SERVICE, INC.
By:	/s/ X
	Chief Executive Officer

AGREEMENT AND PLAN OF MERGER adopted for Florida Medi-Car, Inc., a businesscorporation organized under the laws of the State of Florida, by resolution of its Board of Directors on December 20, 1995, and adopted for Medi-Car Ambulance Service, Inc., a business corporation organized under the laws of the State of Florida, by resolution of its Board of Directors on December 20, 1995. The names of the corporations planning to merge are Florida Medi-Car, Inc., a business corporation organized under the laws of the State of Florida, and Medi-Car Ambulance Service, Inc., a business corporation organized under the laws of the State of Florida. The name of the surviving corporation into which Florida Medi-Car, Inc. plans to merge is Medi-Car Ambulance Service, Inc.

1. Florida Medi-Car, Inc. and Medi-Car Ambulance Service, Inc. shall,  pursuant to the provisions of the Florida Business Corporation Act, be merged with and into a single corporation, to wit, Medi-Car Ambulance Service, Inc.,  which shall be the surviving corporation at the effective time, as defined in the Articles of Merger, and date of the merger and which is sometimes hereinafter referred to as the “surviving corporation”, and which shall continue to exist as said surviving corporation under its present name pursuant to the provisions of the Florida Business Corporation Act. The separate existence of Florida Medi-Car, Inc., which is sometimes hereinafter referred to as the  “non-surviving corporation”, shall cease at the effective time and date of the merger in accordance with the provisions of the Florida Business Corporation Act.

2. The Articles of Incorporation of the surviving corporation at the effective time and date of the merger shall be the Articles of Incorporation of said surviving corporation and said Articles of Incorporation shall continue in full force and effect until amended and changed in the manner prescribed by the provisions of the Florida Business Corporation Act.

3. The present bylaws of the surviving corporation will be the bylaws of said surviving corporation and will continue in full force and effect until changed, altered, or amended as therein provided and in the manner prescribed by the provisions of the Florida Business Corporation Act.

4. The directors and officers in office of the surviving corporation at the effective time and date of the merger shall be the members of the first Board of Directors and the first officers of the surviving corporation, all of whom shall hold their respective offices until the election and qualification of their successors or until their tenure is otherwise terminated in accordance with the bylaws of the surviving corporation.

5. Each issued share of the non-surviving corporation immediately prior to the effective time and date of the merger shall, at the effective time and date of the merger, be converted into shares of the surviving corporation. The issued of the surviving corporation shall not be converted or exchanged in any manner, but each said share which is issued at the effective time and date of the merger shall continue to represent one issued share of the surviving corporation.

6. The Agreement and Plan of Merger herein made was submitted and approved by the shareholders of the non-surviving corporation and the shareholders of the surviving corporation

on December 20, 1995 in the manner prescribed by the provisions of the FloridaBusiness Corporation Act.

7. In the event that the Plan of Merger shall have been approved by the shareholders entitled to vote of the non-surviving corporation and by the shareholders entitled to vote of the surviving corporation in the manner prescribed by the provisions of the Florida Business Corporation Act, the non-surviving corporation and the surviving corporation hereby stipulate that they will cause to be executed and filed and/or recorded any document or documents prescribed by the laws of the State of Florida, and that they will cause to be performed all necessary acts therein and elsewhere to effectuate the merger.

8. The Board of Directors and the proper officers of the non-surviving corporation and the Board of Directors and the proper officers of the surviving corporation, respectively, are hereby authorized, empowered, and directed to do any and all acts and things, and to make, execute, deliver, file and/or record any and all instruments, papers, and documents which shall be or become necessary, proper, or convenient to carry out or put into effect any of the provisions of this Plan of Merger or of the merger herein provided for.

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first written above.

Attest:	FLORIDA MEDI-CAR, INC.
/s/ X	By	/s/ X
		Chief Executive Officer
Attest:	MEDI-CAR AMBULANCE SERVICE, INC.
/s/ X	By	/s/ X
		Chief Executive Officer

ARTICLES OF INCORPORATION

OF

MEDI-CAR AMBULANCE SERVICE, INC.

ARTICLE I.

The name of this Corporation is:

MEDI-CAR AMBULANCE SERVICE, INC.

ARTICLE II.

This Corporation shall exist in perpetuity commencing on the date of execution and acknowledgement of these Articles of Incorporation.

ARTICLE III.

This Corporation is organized for the following purposes, i e:

To engage in the business of furnishing emergency and non-emergency ambulance service pursuant to the Laws of the State of Florida and all other business purposes.

and for the purpose of transacting any and all lawful business.

ARTICLE IV.

This Corporation is authorized to issue 60 shares of $           no          par value common stock which shall be designated as “Common Shares”.

ARTICLE V.

SECTION I.

In the event of any voluntary or involuntary liquidation, dissolution, of winding up of this Corporation, the assets of the Corporation shall be payable to and distributed ratably among the holders of record of the Common Shares.

SECTION II: VOTING RIGHTS:

Except as otherwise provided by Law, the entire voting power for the election of Directors and for all other purposes shall be vested exclusively in the holders of the outstanding Common Shares.

ARTICLE VI.

PREEMPTIVE RIGHTS:

Every shareholder, upon the sale for cash of any new stock of this Corporation of the same kind, class or series as that which he already holds,  shall have the right to purchase his pro-rata share thereof (as nearly as may be done without issuance of fractional shares) at the price at which it is offered to others.

ARTICLE VII.

The street address of the initial registered office of this Corporation is:  755 N. W. 28th Street, Miami, Florida and the name of the initial registered agent of this Corporation at that address is: DOUGLAS R. PARENT

ARTICLE VIII.

This Corporation shall have 3 Director(s) initially. The number of Directors may be either increased or diminished from time to time by the By-Laws but shall never be less than one (1). The name(s) and address(es) of the initial Director(s) of this Corporation is (are):

RAYMOND G. PARENT, JR.	755 N. W. 28th Street, Miami, Florida
DOUGLAS R. PARENT	755 N. W. 28th Street, Miami, Florida
GARY J. PARENT	755 N. W. 28th Street, Miami, Florida

ARTICLE IX.

The name and address of the person signing these Articles of Incorporation is:

DOUGLAS R. PARENT

755 N. W. 28th Street

Miami, Florida

ARTICLE X.

AMENDMENT:

This Corporation reserves the right to amend or repeal any provisions contained in these Articles of Incorporation, or any amendments thereto, and any right conferred upon the shareholders is subject to this reservation.

IN WITNESS WHEREOF, the undersigned subscriber has executed these Articles of Incorporation this the 28th day of March A.D. 197

/s/ Douglas R. Parent

SUBSCRIBER

DOUGLAS R. PARENT

STATE OF FLORIDA	)
	)
COUNTY OF DADE	)

BEFORE ME, the undersigned authority, to me well known, personally,  appeared DOUGLAS R. PARENT, who, being first duly sworn deposes and states on oath that he executed the foregoing Articles of Incorporation.

IN WITNESS WHEREOF, I have hereunto set my hand and seal, this the 28th day of March, A.D. 1979 in the County and State aforesaid.

/s/ X

EX-3.152

Exhibit 3.152

BY-LAWS

OF

THE SUBSIDIARIES OF

AMERICAN MEDICAL RESPONSE, INC.

Section 1. LAW, CERTIFICATE OF INCORPORATION
AND BY-LAWS

1.1. These by-laws are subject to the certificate of incorporation of the corporation. In these by-laws, references to law, the certificate of incorporation and by-laws mean the law, the provisions of the certificate of incorporation and the by-laws as from time to time in effect.

Section 2. STOCKHOLDERS

2.1. Annual Meeting. The annual meeting of stockholders shall be held at 10:00 am on the second Tuesday in May in each year, unless that day be a legal holiday at the place where the meeting is to be held, in which case the meeting shall be held at the same hour on the next succeeding day not a legal holiday, or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect a board of directors and transact such other business as may be required by law or these by-laws or as may properly come before the meeting.

2.2. Special Meetings. A special meeting of the stockholders may be called at any time by the chairman of the board, if any, the president or the board of directors. A special meeting of the stockholders shall be called by the secretary, or in the case of the death, absence, incapacity or refusal of the secretary, by an assistant secretary or some other officer, upon application of a majority of the directors. Any such application shall state the purpose or purposes of the proposed meeting. Any such call shall state the place, date, hour, and purposes of the meeting.

2.3. Place of Meeting. All meetings of the stockholders for the election of directors or for any other purpose shall be held at such place within or without the state of incorporation as may be determined from time to time by the chairman of the board, if any, the president or the board of directors. Any adjourned session of any meeting of the stockholders shall be held at the place designated in the vote of adjournment.

2.4. Notice of Meetings. Except as otherwise provided by law, a written notice of each meeting of stockholders stating the place, day and hour thereof and, in the case of a special meeting, the purposes for which the meeting is called, shall be given not less then ten nor more than sixty days before the meeting, to each stockholder entitled to vote thereat, and to each stockholder who, by law, by the certificate of incorporation or by these by-laws, is entitled to notice, by leaving such notice with him or at his residence or usual place of business, or by depositing it in the United States mail, postage prepaid, and addressed to such stockholder at his address as it appears in the records of the corporation. Such

notice shall be given by the secretary, or by an officer or person designated by the board of directors, or in the case of a special meeting by the officer calling the meeting. As to any adjourned session of any meeting of stockholders, notice of the adjourned meeting need not be given if the time and place thereof are announced at the meeting at which the adjournment was taken except that if the adjournment is for more than thirty days or if after the adjournment a new record date is set for the adjourned session, notice of any such adjourned session of the meeting shall be given in the manner heretofore described. No notice of any meeting of stockholders or any adjourned session thereof need be given to a stockholder if a written waiver of notice, executed before or after the meeting or such adjourned session by such stockholder, is filed with the records of the meeting or if the stockholder attends such meeting without objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the stockholders or any adjourned session thereof need be specified in any written waiver of notice.

2.5. Quorum of Stockholders. At any meeting of the stockholders a quorum as to any matter shall consist of a majority of the votes entitled to be cast on the matter, except where a larger quorum is required by law, by the certificate of incorporation or by these by-laws. Any meeting may be adjourned from time to time by a majority of the votes properly cast upon the question, whether or not a quorum is present. If a quorum is present at an original meeting, a quorum need not be present at an adjourned session of that meeting. Shares of its own stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of any corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

2.6. Action by Vote. When a quorum is present at any meeting, a plurality of the votes properly cast for election to any office shall elect to such office and a majority of the votes properly cast upon any question other than an election to an office shall decide the question, except when a larger vote is required by law, by the certificate of incorporation or by these by-laws. No ballot shall be required for any election unless requested by a stockholder present or represented at the meeting and entitled to vote in the election.

2.7. Action without Meetings. Unless otherwise provided in the certificate of incorporation, any action required or permitted to be taken by stockholders for or in connection with any corporate action may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in the state of incorporation by hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. No written consent shall be effective to take the corporate action referred to therein unless written consents signed by a number of stockholders sufficient to take such action are delivered to the corporation in the manner specified in this paragraph within sixty days of the earliest dated consent so delivered.

If action is taken by consent of stockholders and in accordance with the

2

foregoing, there shall be filed with the records of the meetings of stockholders the writing or writings comprising such consent.

If action is taken by less than unanimous consent of stockholders, prompt notice of the taking of such action without a meeting shall be given to those who have not consented in writing and a certificate signed and attested to by the secretary that such notice was given shall be filed with the records of the meetings of stockholders.

In the event that the action which is consented to is such as would have required the filing of a certificate under any provision of the General Corporation Law of the State of Delaware, if such action had been voted upon by the stockholders at a meeting thereof, the certificate filed under such provision shall state, in lieu of any statement required by such provision concerning a vote of stockholders, that written consent has been given under Section 228 of said General Corporation Law and that written notice has been given as provided in such Section 228.

2.8. Proxy Representation. Every stockholder may authorize another person or persons to act for him by proxy in all matters in which a stockholder is entitled to participate, whether by waiving notice of any meeting, objecting to or voting or participating at a meeting, or expressing consent or dissent without a meeting. Every proxy must be signed by the stockholder or by his attorney-in-fact. No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally. The authorization of a proxy may but need not be limited to specified action, provided, however, that if a proxy limits its authorization to a meeting or meetings of stockholders, unless otherwise specifically provided such proxy shall entitle the holder thereof to vote at any adjourned session but shall not be valid after the final adjournment thereof.

2.9. Inspectors. The directors or the person presiding at the meeting may, and shall if required by applicable law, appoint one or more inspectors of election and any substitute inspectors to act at the meeting or any adjournment thereof. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspectors shall make a report in writing of any challenge, question or matter determined by them and execute a certificate of any fact found by them.

2.10. List of Stockholders. The secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in his name. The stock ledger shall be the only evidence as to who are

3

stockholders entitled to examine such list or to vote in person or by proxy at such meeting.

Section 3. BOARD OF DIRECTORS

3.1. Number. The corporation shall have one or more directors, the number shall be consistent with applicable law and shall be determined from time to time by vote of a majority of the directors then in office. No director need be a stockholder.

3.2. Tenure. Each director shall hold office until the next annual meeting and until his successor is elected and qualified, or until he sooner dies, resigns, is removed or becomes disqualified.

3.3. Powers. The business and affairs of the corporation shall be managed by or under the direction of the board of directors who shall have and may exercise all the powers of the corporation and do all such lawful acts and things as are not by law, the certificate of incorporation or these by-laws directed or required to be exercised or done by the stockholders.

3.4. Vacancies. Vacancies and any newly created directorships resulting from any increase in the number of directors may be filled by vote of the holders of the particular class or series of stock entitled to elect such director at a meeting called for the purpose, or by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, in each case elected by the particular class or series of stock entitled to elect such directors. When one or more directors shall resign from the board, effective at a future date, a majority of the directors then in office, including those who have resigned, who were elected by the particular class or series of stock entitled to elect such resigning director or directors shall have power to fill such vacancy or vacancies, the vote or action by writing thereon to take effect when such resignation or resignations shall become effective. The directors shall have and may exercise all their powers notwithstanding the existence of one or more vacancies in their number, subject to any requirements of law or of the certificate of incorporation or of these by-laws as to the number of directors required for a quorum or for any vote or other actions.

3.5. Committees. The board of directors may, by vote of a majority of the whole board, (a) designate, change the membership of or terminate the existence of any committee or committees, each committee to consist of one or more of the directors; (b) designate one or more directors as alternate members of any such committee who may replace any absent or disqualified member at any meeting of the committee; and (c) determine the extent to which each such committee shall have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation, including the power to authorize the seal of the corporation to be affixed to all papers which require it and the power and authority to declare dividends or to authorize the issuance of stock; excepting, however, such powers which by law, by the certificate of incorporation or by these by-laws they are prohibited from so delegating. In the absence or disqualification of any member of such committee and his alternate, if any, the member or members thereof present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Except as the board of directors may otherwise determine, any committee may make rules for the conduct

4

of its business, but unless otherwise provided by the board or such rules, its business shall be conducted as nearly as may be in the same manner as is provided by these by-laws for the conduct of business by the board of directors. Each committee shall keep regular minutes of its meetings and report the same to the board of directors upon request.

3.6. Regular Meetings. Regular meetings of the board of directors may be held without call or notice at such places within or without the State of Delaware and at such times as the board may from time to time determine, provided that notice of the first regular meeting following any such determination shall be given to absent directors. A regular meeting of the directors may be held without call or notice immediately after and at the same place as the annual meeting of stockholders.

3.7. Special Meetings. Special meetings of the board of directors may be held at any time and at any place within or without the state of incorporation designated in the notice of the meeting, when called by the chairman of the board, if any, the president, or by one-third or more in number of the directors, reasonable notice thereof being given to each director by the secretary or by the chairman of the board, if any, the president or any one of the directors calling the meeting.

3.8. Notice. It shall be reasonable and sufficient notice to a director to send notice by mail or overnight courier at least forty-eight hours or by telegram at least twenty-four hours before the meeting addressed to him at his usual or last known business or residence address or to give notice to him in person or by telephone at least twenty-four hours before the meeting. Notice of a meeting need not be given to any director if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. Neither notice of a meeting nor a waiver of a notice need specify the purposes of the meeting.

3.9. Quorum. Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, at any meeting of the directors a majority of the directors then in office shall constitute a quorum; a quorum shall not in any case be less than one-third of the total number of directors constituting the whole board. Any meeting may be adjourned from time to time by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

3.10. Action by Vote. Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, when a quorum is present at any meeting the vote of a majority of the directors present shall be the act of the board of directors.

3.11. Action Without a Meeting. Any action required or permitted to be taken at any meeting of the board of directors or a committee thereof may be taken without a meeting if all the members of the board or of such committee, as the case may be, consent thereto in writing, and such writing or writings are filed with the records of the meetings of the board or of such committee. Such consent shall be treated for all purposes as the act of the board or of such committee, as the case may be.

3.12. Participation in Meetings by Conference Telephone. Members of the board of directors, or any committee designated by such board, may participate in a meeting of such board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in

5

the meeting can hear each other or by any other means permitted by law. Such participation shall constitute presence in person at such meeting.

3.13. Compensation. In the discretion of the board of directors, each director may be paid such fees for his services as director and be reimbursed for his reasonable expenses incurred in the performance of his duties as director as the board of directors from time to time may determine. Nothing contained in this section shall be construed to preclude any director from serving the corporation in any other capacity and receiving reasonable compensation therefor.

3.14. Interested Directors and Officers.

(a) No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of the corporation’s directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if:

(1) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or

(2) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or

(3) The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the board of directors, a committee thereof, or the stockholders.

(b) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes the contract or transaction.

Section 4. OFFICERS AND AGENTS

4.1. Enumeration; Qualification. The officers of the corporation shall be a president, a treasurer, a secretary and such other officers, if any, as the board of directors from time to time may in its discretion elect or appoint including without limitation a chairman of the board, one or more vice presidents and a controller. The corporation may also have such agents, if any, as the board of directors from time to time may in its discretion choose. Any officer may be but none need be a director or stockholder. Any two or more offices may be held by the same person. Any officer may be required by the board of directors to secure the faithful performance of his duties to the corporation by giving bond in such amount and with sureties or otherwise as the board of directors may determine.

4.2. Powers. Subject to law, to the certificate of incorporation and to the

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other provisions of these by-laws, each officer shall have, in addition to the duties and powers herein set forth, such duties and powers as are commonly incident to his office and such additional duties and powers as the board of directors may from time to time designate.

4.3. Election. The officers may be elected by the board of directors at their first meeting following the annual meeting of the stockholders or at any other time. At any time or from time to time the directors may delegate to any officer their power to elect or appoint any other officer or any agents.

4.4. Tenure. Each officer shall hold office until his respective successor is chosen and qualified unless a shorter period shall have been specified by the terms of his election or appointment, or in each case until he sooner dies, resigns, is removed or becomes disqualified. Each agent shall retain his authority at the pleasure of the directors, or the officer by whom he was appointed or by the officer who then holds agent appointive power.

4.5. Chairman of the Board of Directors, President and Vice President. The chairman of the board, if any, shall have such duties and powers as shall be designated from time to time by the board of directors. Unless the board of directors otherwise specifies, the chairman of the board, or if there is none the chief executive officer, shall preside, or designate the person who shall preside, at all meetings of the stockholders and of the board of directors.

Unless the board of directors otherwise specifies, the president shall be the chief executive officer and shall have direct charge of all business operations of the corporation and, subject to the control of the directors, shall have general charge and supervision of the business of the corporation.

Any vice presidents shall have such duties and powers as shall be set forth in these by-laws or as shall be designated from time to time by the board of directors or by the president.

4.6. Treasurer and Assistant Treasurers. Unless the board of directors otherwise specifies, the treasurer shall be in charge of the corporation’s funds and valuable papers, and shall have such other duties and powers as may be designated from time to time by the board of directors or by the president. If no controller is elected, the treasurer shall, unless the board of directors otherwise specifies, also have the duties and powers of the controller. Any assistant treasurers shall have such duties and powers as shall be designated from time to time by the board of directors, the president or the treasurer.

4.7. Controller and Assistant Controllers. If a controller is elected, he shall, unless the board of directors otherwise specifies, be in charge of its books of account and accounting records, and of its accounting procedures. He shall have such other duties and powers as may be designated from time to time by the board of directors, the president or the treasurer. Any assistant controller shall have such duties and powers as shall be designated from time to time by the board of directors, the president, the treasurer or the controller.

4.8. Secretary and Assistant Secretaries. The secretary shall record all proceedings of the stockholders, of the board of directors and of committees of the board of directors in a book or series of books to be kept therefor and shall file therein all actions by written consent of stockholders or directors. In the absence of the secretary from any meeting, an assistant secretary, or if there be none or he is absent, a temporary secretary chosen at the meeting, shall record the proceedings thereof. Unless a transfer agent has been appointed

7

the secretary shall keep or cause to be kept the stock and transfer records of the corporation, which shall contain the names and record addresses of all stockholders and the number of shares registered in the name of each stockholder. He shall have such other duties and powers as may from time to time be designated by the board of directors or the president. Any assistant secretaries shall have such duties and powers as shall be designated from time to time by the board of directors, the president or the secretary.

Section 5. RESIGNATIONS AND REMOVALS

5.1. Any director or officer may resign at any time by delivering his resignation in writing to the chairman of the board, if any, the president, or the secretary or to a meeting of the board of directors. Such resignation shall be effective upon receipt unless specified to be effective at some other time, and without in either case the necessity of its being accepted unless the resignation shall so state. A director (including persons elected by stockholders or directors to fill vacancies in the board) may be removed from office with or without cause by the vote of the holders of a majority of the issued and outstanding shares of the particular class or series entitled to vote in the election of such director. The board of directors may at any time remove any officer either with or without cause. The board of directors may at any time terminate or modify the authority of any agent.

Section 6. VACANCIES

6.1. If the office of the president or the treasurer or the secretary becomes vacant, the directors may elect a successor by vote of a majority of the directors then in office. If the office of any other officer becomes vacant, any person or body empowered to elect or appoint that officer may choose a successor. Each such successor shall hold office for the unexpired term, and in the case of the president, the treasurer and the secretary until his successor is chosen and qualified or in each case until he sooner dies, resigns, is removed or becomes disqualified. Any vacancy of a directorship shall be filled as specified in Section 3.4 of these by-laws.

Section 7. CAPITAL STOCK

7.1. Stock Certificates. Each stockholder shall be entitled to a certificate stating the number and the class and the designation of the series, if any, of the shares held by him, in such form as shall, in conformity to law, the certificate of incorporation and the by-laws, be prescribed from time to time by the board of directors. Such certificate shall be signed by the chairman or vice chairman of the board, or the president or a vice president and by the treasurer or an assistant treasurer or by the secretary or an assistant secretary. Any of or all the signatures on the certificate may be a facsimile. In case an officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the time of its issue.

7.2. Loss of Certificates. In the case of the alleged theft, loss, destruction or mutilation of a certificate of stock, a duplicate certificate may be issued in place thereof, upon such terms, including receipt of a bond sufficient to indemnify the corporation against any claim on account thereof, as the board of directors may prescribe.

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Section 8. TRANSFER OF SHARES OF STOCK

8.1. Transfer on Books. Subject to the restrictions, if any, stated or noted on the stock certificate, shares of stock may be transferred on the books of the corporation by the surrender to the corporation or its transfer agent of the certificate therefor properly endorsed or accompanied by a written assignment and power of attorney properly executed, with necessary transfer stamps affixed, and with such proof of the authenticity of signature as the board of directors or the transfer agent of the corporation may reasonably require. Except as may be otherwise required by law, by the certificate of incorporation or by these by-laws, the corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to receive notice and to vote or to give any consent with respect thereto and to be held liable for such calls and assessments, if any, as may lawfully be made thereon, regardless of any transfer, pledge or other disposition of such stock until the shares have been properly transferred on the books of the corporation.

It shall be the duty of each stockholder to notify the corporation of his post office address.

8.2. Record Date. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no such record date is fixed by the board of directors, the record date for determining the stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no such record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the state of incorporation hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. If no record date has been fixed by the board of directors and prior action by the board of directors is required by applicable law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

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In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such payment, exercise or other action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

Section 9. CORPORATE SEAL

9.1. Subject to alteration by the directors, the seal of the corporation shall consist of a flat-faced circular die with the word “Delaware” and the name of the corporation cut or engraved thereon, together with such other words, dates or images as may be approved from time to time by the directors.

Section 10. EXECUTION OF PAPERS

10.1. Except as the board of directors may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts or other obligations made, accepted or endorsed by the corporation shall be signed by the chairman of the board, if any, the president, a vice president or the treasurer.

Section 11. FISCAL YEAR

11.1. The fiscal year of the corporation shall end on the 31st of December.

Section 12. AMENDMENTS

12.1. These by-laws may be adopted, amended or repealed by vote of a majority of the directors then in office or by vote of a majority of the stock outstanding and entitled to vote. Any by-law, whether adopted, amended or repealed by the stockholders or directors, may be amended or reinstated by the stockholders or the directors.

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EX-3.153

Exhibit 3.153

ARTICLES OF INCORPORATION

OF

MEDI-CAR SYSTEMS, INC.

The undersigned Incorporator to these Articles of Incorporation, a Florida corporation, hereby forms a corporation under the laws of the State of Florida.

ARTICLE I.           CORPORATE NAME.

The name of this Corporation is: MEDI-CAR SYSTEMS, INC.

ARTICLE II.          NATURE OF BUSINESS AND POWERS.

The general nature of the business to be transacted by this Corporation is to engage in any and all business permitted under the laws of the State of Florida.

ARTICLE III.         CAPITAL STOCK.

The maximum number of shares of capital stock that this Corporation is authorized to issue and have outstanding at any one time is:

(a) Common Stock. Five Thousand (5,000) shares of Common Stock, having a par value of One ($1.00) Dollar per share.

(b) Preferred Stock. One Thousand (1,000) shares of Preferred Stock, having a par value of One ($1.00) Dollar per share.

The capital stock that this Corporation is authorized to issue and have outstanding shall have the following rights, preferences, designations and limitations:

(a) Payment for Shares. All shares of stock shall be paid for in cash or property (real or personal) having a fair market value at least equal to:

(1) One ($1.00) Dollar per share in the case of Common Stock; and

(2) One Thousand ($1,000) Dollars per share in the case of Preferred Stock.

All shares issued shall be fully paid and nonassessable.

(b) Voting Rights. Each share of stock (preferred and common) shall be entitled to one (1) vote at any meeting of the stockholders of this Corporation or at any other time.

(c) Pre-emptive Rights. No holder of any shares of stock of this Corporation shall have any preferential or pre-emptive rights to subscribe for, purchase or receive any additional shares of stock of this Corporation or any options, warrants or subscription rights for such shares or any securities convertible into or exchangeable for shares of stock which may be issued, sold or offered for sale by this Corporation.

(d) Preferred Stock Issue Price. The Preferred Stock issue price of One Thousand ($1,000) Dollars per share, as stated in (a) (2) above, shall constitute its value for purposes of: (1) payment of dividends; (2) preference upon liquidation, dissolution or winding up of the business of this Corporation; and (3) redemption of such stock by the Corporation.

(e) Time of Dividends. Dividends on shares of common and preferred stock shall be declared and paid as, when, and if, in its sole discretion, the Board of Directors shall deem advisable the payment of such dividends, and, then, only from the net profits and surplus of this Corporation. The determination of the amount of net profits and surplus of this Corporation available for dividends shall be made from time to time by the Board of Directors and such determination shall

be conclusive and binding on all persons who are then holders of shares of the capital stock of this Corporation.

(f) Amount of Dividends. Subject to the limitations herein set forth with respect to the payment of dividends on common stock, the holders of shares of common stock shall be entitled to receive dividends in such amounts and on such dates as shall be fixed by the Board of Directors of this Corporation. The holders of the shares of Preferred Stock of this Corporation shall be entitled to receive dividends (in cash or in other property) at the rate of 12% per annum of the Preferred Stock issue price, said dividends to be paid annually, as determined by the Board of Directors of this Corporation, but on a noncumulative basis.

(g) Preferred Rights to Dividends. No dividend shall be paid or set aside for payment to holders of shares of common stock, nor shall any distribution be made to the holders of shares of common stock (other than a dividend payable in the form of additional shares of common stock), unless dividends with respect to the shares of Preferred Stock, as herein set forth for the year of such dividend, shall have been declared or this Corporation shall have paid in full to the holders of the shares of Preferred Stock for such year the amount of dividends herein required to be paid to the holders of shares of Preferred Stock or there shall have been set aside for the holders of shares of Preferred Stock, specifically earmarked for such purpose, a sum of money sufficient to pay in full the amount of dividends to which holders of shares of Preferred Stock are entitled in accordance with the terms hereof.

(h) Redemption of Preferred Stock. Upon redemption of any shares of Preferred Stock of this Corporation, the redemption price to be paid to any holder of shares of Preferred Stock to be redeemed shall be equal to the Preferred Stock issue price, and the amount so determined shall be paid in cash or by the transfer of other property of this Corporation. The Board of Directors shall have full discretion to prescribe and regulate from time to time all proceedings to be followed and other requirements to be satisfied in connection with the redemption of shares of Preferred Stock.

(i) Liquidation. In the event of liquidation, dissolution or winding up of the business of this Corporation, the holders of shares of Preferred Stock shall be entitled to receive pro rata to the extent of the issue price of such Preferred Shares the underlying assets of this Corporation before any such assets shall be distributed among the holders of shares of Common Stock. After payment in full shall have been made to the holders of the shares of Preferred Stock, the holders of shares of Common Stock shall be entitled to receive pro rata any remaining assets of this Corporation.

ARTICLE IV.         TERM OF EXISTENCE.

The term of existence of this Corporation shall commence on April 15, 1980, and thereafter, it shall have perpetual existence.

ARTICLE V.          REGISTERED AGENT AND INITIAL REGISTERED OFFICE.

The registered agent and the street address of the initial registered office of this Corporation in the State of Florida shall be: Florida Registered Agents, Inc. Suite 1000 1401 Brickell Avenue Miami, Florida 33131

The Board of Directors may, from time to time, move the registered office to any other address in the State of Florida.

ARTICLE VI.         BOARD OF DIRECTORS.

This Corporation shall have three (3) directors initially. The number of directors may be increased or diminished from time to time by By-Laws adopted by the stockholders, but shall never be less than one (1).

ARTICLE VII.       INITIAL DIRECTORS.

The names of the initial directors of this Corporation and their street addresses are: Raymond G. Parent, Jr. Douglas Parent Gary J. Parent 755 N.W. 28th Street Miami, Florida 33127 The persons named as initial directors shall hold office for the first year of existence of this Corporation or until their successors are elected or appointed and have qualified, whichever occurs first.

ARTICLE VIII.      INCORPORATOR.

The name and street address of the corporation signing these Articles of Incorporation as the Incorporator is: Florida Registered Agents, Inc. Suite 1000 1401 Brickell Avenue Miami, Florida 33131

ARTICLE IX.        CONFLICT OF INTEREST.

No contract between this Corporation and another corporation or another individual shall be invalidated by reason of the fact that one or more of the officers or directors of this corporation are officers or directors of the said other corporation, or by reason of the fact that one or more of the officers or directors of this Corporation may be the other individual or individuals contracting with this Corporation.

ARTICLE X.          AMENDMENT.

These Articles of Incorporation may be amended in the manner provided by law. Every amendment shall be approved by the Board of Directors, proposed by them to the stockholders, and approved at a stockholders’ meeting by at least a majority of the stock entitled to vote thereon, unless all of the directors and all of the stockholders entitled to vote sign a written statement manifesting their intention that a certain amendment of these Articles of Incorporation be made.

IN WITNESS WHEREOF, the undersigned, as the Incorporator, has executed the foregoing Articles of Incorporation as of the 11th day of April, 1980.

FLORIDA REGISTERED AGENTS, INC.

By:	/s/ Benjamin S. Schwartz
BENJAMIN S. SCHWARTZ, President

STATE OF FLORIDA	)
	)       SS.
COUNTY OF DADE	)

BEFORE ME, a Notary Public, personally appeared Benjamin S. Schwartz, the President of Florida Registered Agents, Inc., the corporation described as the incorporator herein, who executed the foregoing Articles of Incorporation, and acknowledged before me that said corporation subscribed to these Articles of Incorporation.

WITNESS my hand and official seal at Miami, Dade County, Florida, this 11 day of April, 1980.

/s/ X

Notary Public

State of Florida at Large

My commission expires:

CERTIFICATE DESIGNATING PLACE OF BUSINESS

OR DOMICILE FOR THE SERVICE OF PROCESS WITHIN THIS STATE,

NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.

In pursuance of Chapter 48.091, Florida Statutes, the following is submitted, in compliance with said Act:

That Medi-Car Systems, Inc., desiring to organize under the laws of the State of Florida, with its principal office, as indicated in the Articles of Incorporation, at 1401 Brickell Avenue, Miami, County of Dade, State of Florida, has named Florida Registered Agents, Inc., located at 1401 Brickell Avenue, City of Miami, County of Dade, State of Florida, as its agent to accept service of process within this state.

ACKNOWLEDGMENT:

Having been named to accept service of process for above-stated Corporation, at the place designated in this certificate, the undersigned hereby agrees to act in this capacity, and agree to comply with the provisions of said Act relative to keeping open said office.

FLORIDA REGISTERED AGENTS, INC.

By:	/s/ Benjamin S. Schwartz
	BENJAMIN S. SCHWARTZ, President

ARTICLES OF MERGER

OF

DAS MANAGEMENT GROUP, INC.

AND

MEDI-CAR SYSTEMS, INC.

To the Secretary of State

State of Florida

Pursuant to the provisions of the Florida Business Corporation Act, the domestic corporations herein named do hereby adopt the follow articles of merger.

1. The following annexed hereto and made a part hereof is the Agreement and Plan of Merger for merging DAS Management Group, Inc. with and into Medi-Car Systems, Inc. as approved and adopted by written consent of the shareholders of DAS Management Group, Inc. entitled to vote thereon given on December 20, 1995 in accordance with the provisions of Section 607.0704 the Florida Business Corporation Act.

2. Medi-Car Systems, Inc. will continue its existence as the surviving corporation under its present name pursuant to the provisions of the Florida Business Corporation Act.

3. The effective time and date of the merger herein provided for shall be 11:59 p.m. on December 31, 1995.

Executed on December 21, 1995.

DAS Management Group, Inc.

By:	/s/ R. Garner
Name: Robert L. Garner
Title: CEO

Medi-Car Systems, Inc.

By:	/s/ R. Garner
Name: Robert L. Garner
Title: CEO

AGREEMENT AND PLAN OF MERGER adopted for DAS Management Group, Inc.. a business corporation organized under the laws of the State of Florida, by resolution of its Board of Directors on December 20, 1995. and adopted for Medi-Car Systems, Inc., a business corporation organized under the laws of the State of Florida, by resolution of its Board of Directors on December 20, 1995. The names of the corporations planning to merge are DAS Management Group, Inc., a business corporation organized under the laws of the State of Florida, and Medi-Car Systems, Inc., a business corporation organized under the laws of the State of Florida. The name of the surviving corporation into which DAS Management Group, Inc. plans to merge is Medi-Car Systems, Inc.

1. DAS Management Group. Inc. and Medi-Car Systems, Inc. shall, pursuant to the provisions of the Florida Business Corporation Act, be merged with and into a single corporation, to wit, Medi-Car Systems, Inc., which shall be the surviving corporation at the effective time and date of the merger and which is sometimes hereinafter referred to as the “surviving corporation”, and which shall continue to exist as said surviving corporation under its present name pursuant to the provisions of the Florida Business Corporation Act. The separate existence of DAS Management Group, Inc. which is sometimes hereinafter referred to as the “non-surviving corporation”, shall cease at the effective time and date of the merger in accordance with the provisions of the Florida Business Corporation Act.

2. The Articles of Incorporation of the surviving corporation at the effective time and date of the merger shall be the Articles of Incorporation of said surviving corporation and said Articles of Incorporation shall continue in full force and effect until amended and changed in the manner prescribed by the provisions of the Florida Business Corporation Act.

3. The present bylaws of the surviving corporation will be the bylaws of said surviving corporation and will continue in full force and effect until changed, altered, or amended as therein provided and in the manner prescribed by the provisions of the Florida Business Corporation Act.

4. The directors and officers in office of the surviving corporation at the effective time and date of the merger shall be the members of the first Board of Directors and the first officers of the surviving corporation, all of whom shall hold their respective offices until the election and qualification of their successors or until their tenure is otherwise terminated in accordance with the bylaws of the surviving corporation.

5. Each issued share of the non-surviving corporation immediately prior to the effective time and date of the merger shall, at the effective time and date of the merger, be converted into shares of the surviving corporation. The issued shares of the surviving corporation shall not be converted or exchanged in any manner, but each said share which is issued at the effective time and date of the merger shall continue to represent one issued share of the surviving corporation.

6. The Plan of Merger herein made and approved shall be submitted to the shareholders of the non-surviving corporation and to the shareholders of the surviving corporation for their approval or rejection in the manner prescribed by the provisions of the Florida Business Corporation Act.

7. In the event that the Plan of Merger shall have been approved by the shareholders entitled to vote of the non-surviving corporation and by the shareholders entitled to vote of the surviving corporation in the manner prescribed by the provisions of the Florida Business Corporation Act, the non-surviving corporation and the surviving corporation hereby stipulate that they will cause to be executed and filed and/or recorded any document or documents prescribed by the laws of the State of Florida, and that they will cause to be performed all necessary acts therein and elsewhere to effectuate the merger.

8. The Board of Directors and the proper officers of the non-surviving corporation and the Board of Directors and the proper officers of the surviving corporation, respectively, are hereby authorized, empowered, and directed to do any and all acts and things, and to make, execute, deliver, file, and/or record any and all instruments, papers, and documents which shall be or become necessary, proper, or convenient to carry out or put into effect any of the provisions of this Plan of Merger or of the merger herein provided for.

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first written above.

Attest:	DAS MANAGEMENT GROUP, INC.
/s/ X	By	/s/ R. Garner
		Chief Executive Officer
Attest:	MEDI-CAR SYSTEMS, INC.
/s/ X	By	/s/ R. Garner
		Chief Executive Officer

EX-3.154

Exhibit 3.154

BY-LAWS

OF

THE SUBSIDIARIES OF

AMERICAN MEDICAL RESPONSE, INC.

Section 1. LAW, CERTIFICATE OF INCORPORATION
AND BY-LAWS

1.1. These by-laws are subject to the certificate of incorporation of the corporation. In these by-laws, references to law, the certificate of incorporation and by-laws mean the law, the provisions of the certificate of incorporation and the by-laws as from time to time in effect.

Section 2. STOCKHOLDERS

2.1. Annual Meeting. The annual meeting of stockholders shall be held at 10:00 am on the second Tuesday in May in each year, unless that day be a legal holiday at the place where the meeting is to be held, in which case the meeting shall be held at the same hour on the next succeeding day not a legal holiday, or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect a board of directors and transact such other business as may be required by law or these by-laws or as may properly come before the meeting.

2.2. Special Meetings. A special meeting of the stockholders may be called at any time by the chairman of the board, if any, the president or the board of directors. A special meeting of the stockholders shall be called by the secretary, or in the case of the death, absence, incapacity or refusal of the secretary, by an assistant secretary or some other officer, upon application of a majority of the directors. Any such application shall state the purpose or purposes of the proposed meeting. Any such call shall state the place, date, hour, and purposes of the meeting.

2.3. Place of Meeting. All meetings of the stockholders for the election of directors or for any other purpose shall be held at such place within or without the state of incorporation as may be determined from time to time by the chairman of the board, if any, the president or the board of directors. Any adjourned session of any meeting of the stockholders shall be held at the place designated in the vote of adjournment.

2.4. Notice of Meetings. Except as otherwise provided by law, a written notice of each meeting of stockholders stating the place, day and hour thereof and, in the case of a special meeting, the purposes for which the meeting is called, shall be given not less then ten nor more than sixty days before the meeting, to each stockholder entitled to vote thereat, and to each stockholder who, by law, by the certificate of incorporation or by these by-laws, is entitled to notice, by leaving such notice with him or at his residence or usual place of business, or by depositing it in the United States mail, postage prepaid, and addressed to such stockholder at his address as it appears in the records of the corporation. Such

notice shall be given by the secretary, or by an officer or person designated by the board of directors, or in the case of a special meeting by the officer calling the meeting. As to any adjourned session of any meeting of stockholders, notice of the adjourned meeting need not be given if the time and place thereof are announced at the meeting at which the adjournment was taken except that if the adjournment is for more than thirty days or if after the adjournment a new record date is set for the adjourned session, notice of any such adjourned session of the meeting shall be given in the manner heretofore described. No notice of any meeting of stockholders or any adjourned session thereof need be given to a stockholder if a written waiver of notice, executed before or after the meeting or such adjourned session by such stockholder, is filed with the records of the meeting or if the stockholder attends such meeting without objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the stockholders or any adjourned session thereof need be specified in any written waiver of notice.

2.5. Quorum of Stockholders. At any meeting of the stockholders a quorum as to any matter shall consist of a majority of the votes entitled to be cast on the matter, except where a larger quorum is required by law, by the certificate of incorporation or by these by-laws. Any meeting may be adjourned from time to time by a majority of the votes properly cast upon the question, whether or not a quorum is present. If a quorum is present at an original meeting, a quorum need not be present at an adjourned session of that meeting. Shares of its own stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of any corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

2.6. Action by Vote. When a quorum is present at any meeting, a plurality of the votes properly cast for election to any office shall elect to such office and a majority of the votes properly cast upon any question other than an election to an office shall decide the question, except when a larger vote is required by law, by the certificate of incorporation or by these by-laws. No ballot shall be required for any election unless requested by a stockholder present or represented at the meeting and entitled to vote in the election.

2.7. Action without Meetings. Unless otherwise provided in the certificate of incorporation, any action required or permitted to be taken by stockholders for or in connection with any corporate action may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in the state of incorporation by hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. No written consent shall be effective to take the corporate action referred to therein unless written consents signed by a number of stockholders sufficient to take such action are delivered to the corporation in the manner specified in this paragraph within sixty days of the earliest dated consent so delivered.

If action is taken by consent of stockholders and in accordance with the

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foregoing, there shall be filed with the records of the meetings of stockholders the writing or writings comprising such consent.

If action is taken by less than unanimous consent of stockholders, prompt notice of the taking of such action without a meeting shall be given to those who have not consented in writing and a certificate signed and attested to by the secretary that such notice was given shall be filed with the records of the meetings of stockholders.

In the event that the action which is consented to is such as would have required the filing of a certificate under any provision of the General Corporation Law of the State of Delaware, if such action had been voted upon by the stockholders at a meeting thereof, the certificate filed under such provision shall state, in lieu of any statement required by such provision concerning a vote of stockholders, that written consent has been given under Section 228 of said General Corporation Law and that written notice has been given as provided in such Section 228.

2.8. Proxy Representation. Every stockholder may authorize another person or persons to act for him by proxy in all matters in which a stockholder is entitled to participate, whether by waiving notice of any meeting, objecting to or voting or participating at a meeting, or expressing consent or dissent without a meeting. Every proxy must be signed by the stockholder or by his attorney-in-fact. No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally. The authorization of a proxy may but need not be limited to specified action, provided, however, that if a proxy limits its authorization to a meeting or meetings of stockholders, unless otherwise specifically provided such proxy shall entitle the holder thereof to vote at any adjourned session but shall not be valid after the final adjournment thereof.

2.9. Inspectors. The directors or the person presiding at the meeting may, and shall if required by applicable law, appoint one or more inspectors of election and any substitute inspectors to act at the meeting or any adjournment thereof. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspectors shall make a report in writing of any challenge, question or matter determined by them and execute a certificate of any fact found by them.

2.10. List of Stockholders. The secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in his name. The stock ledger shall be the only evidence as to who are

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stockholders entitled to examine such list or to vote in person or by proxy at such meeting.

Section 3. BOARD OF DIRECTORS

3.1. Number. The corporation shall have one or more directors, the number shall be consistent with applicable law and shall be determined from time to time by vote of a majority of the directors then in office. No director need be a stockholder.

3.2. Tenure. Each director shall hold office until the next annual meeting and until his successor is elected and qualified, or until he sooner dies, resigns, is removed or becomes disqualified.

3.3. Powers. The business and affairs of the corporation shall be managed by or under the direction of the board of directors who shall have and may exercise all the powers of the corporation and do all such lawful acts and things as are not by law, the certificate of incorporation or these by-laws directed or required to be exercised or done by the stockholders.

3.4. Vacancies. Vacancies and any newly created directorships resulting from any increase in the number of directors may be filled by vote of the holders of the particular class or series of stock entitled to elect such director at a meeting called for the purpose, or by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, in each case elected by the particular class or series of stock entitled to elect such directors. When one or more directors shall resign from the board, effective at a future date, a majority of the directors then in office, including those who have resigned, who were elected by the particular class or series of stock entitled to elect such resigning director or directors shall have power to fill such vacancy or vacancies, the vote or action by writing thereon to take effect when such resignation or resignations shall become effective. The directors shall have and may exercise all their powers notwithstanding the existence of one or more vacancies in their number, subject to any requirements of law or of the certificate of incorporation or of these by-laws as to the number of directors required for a quorum or for any vote or other actions.

3.5. Committees. The board of directors may, by vote of a majority of the whole board, (a) designate, change the membership of or terminate the existence of any committee or committees, each committee to consist of one or more of the directors; (b) designate one or more directors as alternate members of any such committee who may replace any absent or disqualified member at any meeting of the committee; and (c) determine the extent to which each such committee shall have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation, including the power to authorize the seal of the corporation to be affixed to all papers which require it and the power and authority to declare dividends or to authorize the issuance of stock; excepting, however, such powers which by law, by the certificate of incorporation or by these by-laws they are prohibited from so delegating. In the absence or disqualification of any member of such committee and his alternate, if any, the member or members thereof present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Except as the board of directors may otherwise determine, any committee may make rules for the conduct

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of its business, but unless otherwise provided by the board or such rules, its business shall be conducted as nearly as may be in the same manner as is provided by these by-laws for the conduct of business by the board of directors. Each committee shall keep regular minutes of its meetings and report the same to the board of directors upon request.

3.6. Regular Meetings. Regular meetings of the board of directors may be held without call or notice at such places within or without the State of Delaware and at such times as the board may from time to time determine, provided that notice of the first regular meeting following any such determination shall be given to absent directors. A regular meeting of the directors may be held without call or notice immediately after and at the same place as the annual meeting of stockholders.

3.7. Special Meetings. Special meetings of the board of directors may be held at any time and at any place within or without the state of incorporation designated in the notice of the meeting, when called by the chairman of the board, if any, the president, or by one-third or more in number of the directors, reasonable notice thereof being given to each director by the secretary or by the chairman of the board, if any, the president or any one of the directors calling the meeting.

3.8. Notice. It shall be reasonable and sufficient notice to a director to send notice by mail or overnight courier at least forty-eight hours or by telegram at least twenty-four hours before the meeting addressed to him at his usual or last known business or residence address or to give notice to him in person or by telephone at least twenty-four hours before the meeting. Notice of a meeting need not be given to any director if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. Neither notice of a meeting nor a waiver of a notice need specify the purposes of the meeting.

3.9. Quorum. Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, at any meeting of the directors a majority of the directors then in office shall constitute a quorum; a quorum shall not in any case be less than one-third of the total number of directors constituting the whole board. Any meeting may be adjourned from time to time by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

3.10. Action by Vote. Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, when a quorum is present at any meeting the vote of a majority of the directors present shall be the act of the board of directors.

3.11. Action Without a Meeting. Any action required or permitted to be taken at any meeting of the board of directors or a committee thereof may be taken without a meeting if all the members of the board or of such committee, as the case may be, consent thereto in writing, and such writing or writings are filed with the records of the meetings of the board or of such committee. Such consent shall be treated for all purposes as the act of the board or of such committee, as the case may be.

3.12. Participation in Meetings by Conference Telephone. Members of the board of directors, or any committee designated by such board, may participate in a meeting of such board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in

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the meeting can hear each other or by any other means permitted by law. Such participation shall constitute presence in person at such meeting.

3.13. Compensation. In the discretion of the board of directors, each director may be paid such fees for his services as director and be reimbursed for his reasonable expenses incurred in the performance of his duties as director as the board of directors from time to time may determine. Nothing contained in this section shall be construed to preclude any director from serving the corporation in any other capacity and receiving reasonable compensation therefor.

3.14. Interested Directors and Officers.

(a) No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of the corporation’s directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if:

(1) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or

(2) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or

(3) The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the board of directors, a committee thereof, or the stockholders.

(b) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes the contract or transaction.

Section 4. OFFICERS AND AGENTS

4.1. Enumeration; Qualification. The officers of the corporation shall be a president, a treasurer, a secretary and such other officers, if any, as the board of directors from time to time may in its discretion elect or appoint including without limitation a chairman of the board, one or more vice presidents and a controller. The corporation may also have such agents, if any, as the board of directors from time to time may in its discretion choose. Any officer may be but none need be a director or stockholder. Any two or more offices may be held by the same person. Any officer may be required by the board of directors to secure the faithful performance of his duties to the corporation by giving bond in such amount and with sureties or otherwise as the board of directors may determine.

4.2. Powers. Subject to law, to the certificate of incorporation and to the

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other provisions of these by-laws, each officer shall have, in addition to the duties and powers herein set forth, such duties and powers as are commonly incident to his office and such additional duties and powers as the board of directors may from time to time designate.

4.3. Election. The officers may be elected by the board of directors at their first meeting following the annual meeting of the stockholders or at any other time. At any time or from time to time the directors may delegate to any officer their power to elect or appoint any other officer or any agents.

4.4. Tenure. Each officer shall hold office until his respective successor is chosen and qualified unless a shorter period shall have been specified by the terms of his election or appointment, or in each case until he sooner dies, resigns, is removed or becomes disqualified. Each agent shall retain his authority at the pleasure of the directors, or the officer by whom he was appointed or by the officer who then holds agent appointive power.

4.5. Chairman of the Board of Directors, President and Vice President. The chairman of the board, if any, shall have such duties and powers as shall be designated from time to time by the board of directors. Unless the board of directors otherwise specifies, the chairman of the board, or if there is none the chief executive officer, shall preside, or designate the person who shall preside, at all meetings of the stockholders and of the board of directors.

Unless the board of directors otherwise specifies, the president shall be the chief executive officer and shall have direct charge of all business operations of the corporation and, subject to the control of the directors, shall have general charge and supervision of the business of the corporation.

Any vice presidents shall have such duties and powers as shall be set forth in these by-laws or as shall be designated from time to time by the board of directors or by the president.

4.6. Treasurer and Assistant Treasurers. Unless the board of directors otherwise specifies, the treasurer shall be in charge of the corporation’s funds and valuable papers, and shall have such other duties and powers as may be designated from time to time by the board of directors or by the president. If no controller is elected, the treasurer shall, unless the board of directors otherwise specifies, also have the duties and powers of the controller. Any assistant treasurers shall have such duties and powers as shall be designated from time to time by the board of directors, the president or the treasurer.

4.7. Controller and Assistant Controllers. If a controller is elected, he shall, unless the board of directors otherwise specifies, be in charge of its books of account and accounting records, and of its accounting procedures. He shall have such other duties and powers as may be designated from time to time by the board of directors, the president or the treasurer. Any assistant controller shall have such duties and powers as shall be designated from time to time by the board of directors, the president, the treasurer or the controller.

4.8. Secretary and Assistant Secretaries. The secretary shall record all proceedings of the stockholders, of the board of directors and of committees of the board of directors in a book or series of books to be kept therefor and shall file therein all actions by written consent of stockholders or directors. In the absence of the secretary from any meeting, an assistant secretary, or if there be none or he is absent, a temporary secretary chosen at the meeting, shall record the proceedings thereof. Unless a transfer agent has been appointed

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the secretary shall keep or cause to be kept the stock and transfer records of the corporation, which shall contain the names and record addresses of all stockholders and the number of shares registered in the name of each stockholder. He shall have such other duties and powers as may from time to time be designated by the board of directors or the president. Any assistant secretaries shall have such duties and powers as shall be designated from time to time by the board of directors, the president or the secretary.

Section 5. RESIGNATIONS AND REMOVALS

5.1. Any director or officer may resign at any time by delivering his resignation in writing to the chairman of the board, if any, the president, or the secretary or to a meeting of the board of directors. Such resignation shall be effective upon receipt unless specified to be effective at some other time, and without in either case the necessity of its being accepted unless the resignation shall so state. A director (including persons elected by stockholders or directors to fill vacancies in the board) may be removed from office with or without cause by the vote of the holders of a majority of the issued and outstanding shares of the particular class or series entitled to vote in the election of such director. The board of directors may at any time remove any officer either with or without cause. The board of directors may at any time terminate or modify the authority of any agent.

Section 6. VACANCIES

6.1. If the office of the president or the treasurer or the secretary becomes vacant, the directors may elect a successor by vote of a majority of the directors then in office. If the office of any other officer becomes vacant, any person or body empowered to elect or appoint that officer may choose a successor. Each such successor shall hold office for the unexpired term, and in the case of the president, the treasurer and the secretary until his successor is chosen and qualified or in each case until he sooner dies, resigns, is removed or becomes disqualified. Any vacancy of a directorship shall be filled as specified in Section 3.4 of these by-laws.

Section 7. CAPITAL STOCK

7.1. Stock Certificates. Each stockholder shall be entitled to a certificate stating the number and the class and the designation of the series, if any, of the shares held by him, in such form as shall, in conformity to law, the certificate of incorporation and the by-laws, be prescribed from time to time by the board of directors. Such certificate shall be signed by the chairman or vice chairman of the board, or the president or a vice president and by the treasurer or an assistant treasurer or by the secretary or an assistant secretary. Any of or all the signatures on the certificate may be a facsimile. In case an officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the time of its issue.

7.2. Loss of Certificates. In the case of the alleged theft, loss, destruction or mutilation of a certificate of stock, a duplicate certificate may be issued in place thereof, upon such terms, including receipt of a bond sufficient to indemnify the corporation against any claim on account thereof, as the board of directors may prescribe.

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Section 8. TRANSFER OF SHARES OF STOCK

8.1. Transfer on Books. Subject to the restrictions, if any, stated or noted on the stock certificate, shares of stock may be transferred on the books of the corporation by the surrender to the corporation or its transfer agent of the certificate therefor properly endorsed or accompanied by a written assignment and power of attorney properly executed, with necessary transfer stamps affixed, and with such proof of the authenticity of signature as the board of directors or the transfer agent of the corporation may reasonably require. Except as may be otherwise required by law, by the certificate of incorporation or by these by-laws, the corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to receive notice and to vote or to give any consent with respect thereto and to be held liable for such calls and assessments, if any, as may lawfully be made thereon, regardless of any transfer, pledge or other disposition of such stock until the shares have been properly transferred on the books of the corporation.

It shall be the duty of each stockholder to notify the corporation of his post office address.

8.2. Record Date. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no such record date is fixed by the board of directors, the record date for determining the stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no such record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the state of incorporation hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. If no record date has been fixed by the board of directors and prior action by the board of directors is required by applicable law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

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In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such payment, exercise or other action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

Section 9. CORPORATE SEAL

9.1. Subject to alteration by the directors, the seal of the corporation shall consist of a flat-faced circular die with the word “Delaware” and the name of the corporation cut or engraved thereon, together with such other words, dates or images as may be approved from time to time by the directors.

Section 10. EXECUTION OF PAPERS

10.1. Except as the board of directors may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts or other obligations made, accepted or endorsed by the corporation shall be signed by the chairman of the board, if any, the president, a vice president or the treasurer.

Section 11. FISCAL YEAR

11.1. The fiscal year of the corporation shall end on the 31st of December.

Section 12. AMENDMENTS

12.1. These by-laws may be adopted, amended or repealed by vote of a majority of the directors then in office or by vote of a majority of the stock outstanding and entitled to vote. Any by-law, whether adopted, amended or repealed by the stockholders or directors, may be amended or reinstated by the stockholders or the directors.

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EX-3.155

Exhibit 3.155

ARTICLES OF INCORPORATION
OF SOUTHWEST AMBULANCE — LAS VEGAS, INC.
a Nevada corporation

The undersigned, being the original Incorporators herein named, for the purpose of forming a corporation under the close corporation laws of the State of Nevada, in NRS 78A.020 et. sec., do hereby make and file these Articles of Incorporation by declaring and certifying that the facts herein stated are true:

ARTICLE I
NAME

The name of the Corporation is:

SOUTHWEST AMBULANCE - LAS VEGAS, INC.

ARTICLE II
RESIDENT AGENT & REGISTERED OFFICE

Section 2.01 Resident Agent.  The name and address of the resident agent for service of process is:

John Wilson
3720 Howard Hughes Parkway
Suite 170
Las Vegas, NV 89109

Section 2.02 Registered Office.  The address of its registered office is:

3720 Howard Hughes Parkway
Suite 170
Las Vegas, NV 89109

Section 2.03 Other Offices.  The Corporation may also maintain offices for the transaction of any business at such other places within or without the State of Nevada as it may from time to time determine.  Any meeting of the directors and/or stockholders held outside the State of Nevada shall have the same effect as if held in the State of Nevada.

ARTICLE III
SHARES OF STOCK

Section 3.01 Authorized Shares. The amount of the total authorized capital stock of this corporation is Ten Thousand (10,000) shares at (.01) par value.  All such stock shall be designated as Common Stock.  The Common Stock may be issued for such consideration as may be fixed from time to time by the Board of Directors.

Section 3.02 Preferred Shares.  The Board of Directors may issue such shares of preferred shares in one or more series, at such price and with such voting powers, designations, preferences, rights qualifications, limitations or restrictions thereof as permitted by Nevada Law.  The issuance of the preferred shares shall be authorized by a vote of not less than sixty-two (62%) percent of the entire Board of Directors of the corporation.

Section 3.03 Stock Rights and Options.  The corporation shall have the power to create and issue rights, warrants, or options entitling the holders thereof to purchase from the corporation any shares of its authorized capital stock of any class or classes, upon such terms and conditions at such times and prices as the Board of Directors may provide.  The terms and conditions shall be incorporated in an instrument or instruments evidencing such rights.  In the absence of fraud, the judgment of the Board of Directors as to the adequacy of consideration for the issuance of such rights or options shall be conclusive.

ARTICLE IV
DIRECTORS

Section 4.01 Governing Board.  The members of the governing board of the Corporation shall be styled as directors.

Section 4.02 Initial Board of Directors.  The Initial Board of Directors shall consist of five (5) members.  The name and address of the members of the Board of Directors are as follows:

John Wilson	3720 Howard Hughes Parkway,
	Suite 170
	Las Vegas, Nevada 89109
Sharon Henry	3720 Howard Hughes Parkway,
	Suite 170
	Las Vegas, Nevada 89109
Jack E. Brucker	8401 East Indian School Road
	Scottsdale, Arizona 85251
William B. Crowell	8401 East Indian School Road
	Scottsdale, Arizona 85251

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Larry Kifer	201 Starlight
	Las Vegas, Nevada 89107

Each Director shall serve as a Director until the first annual meeting of the stockholders or until their successor(s) shall have been elected and qualified.

Section 4.03 Change in Number of Directors.  The number of directors may be increased or decreased by a duly adopted amendment to these Articles and the Bylaws of the Corporation, provided however the number of Board Members may not exceed six (6) nor be reduced to less than four (4).

ARTICLE V
INCORPORATOR

The name and address of the incorporator is:

John Wilson
3720 Howard Hughes Parkway
Suite 170
Las Vegas, NV 89109

ARTICLE VI
SHAREHOLDERS AGREEMENT

It is contemplated by the shareholder’s of this corporation that as soon as practicable after the filing of these articles, the shareholders will enter into a shareholders agreement which in addition to these articles and by bylaws shall govern the rights, duties, responsibilities and obligations of the shareholders and Board of Directors for this corporation.

ARTICLE VII
RESTRICTION ON TRANSFER OF STOCK

The stock of this corporation may not be encumbered, sold, transferred or otherwise disposed of except in accordance with the terms and conditions of the shareholder agreement, which shall be hereinafter adopted.

ARTICLE VIII
DIRECTORS’ AND OFFICERS’ LIABILITY

A director or officer of the Corporation shall not be personally liable to this Corporation or its stockholders for damages for breach of the Business Judgment Rule.  This Article, however, shall not eliminate or limit the liability of a director or officer for (i) acts or omissions which involve intentional misconduct, fraud or a knowing violation of law, or (ii) the payment of distributions in violation of NRS 78.300.  Any repeal or

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modification of this Article by the stockholders of the Corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director or officer of the Corporation for acts or omissions prior to such repeal or modification.

ARTICLE IX
INDEMNITY

Every person who was or is a party to, or is threatened to be made a party to, or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she, is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as its representative in a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under the laws of the State of Nevada from time to time against all expenses, liability and loss (including attorneys’ fees, judgments, fines and amounts paid or to be paid in settlement) reasonably incurred or suffered by him or her in connection therewith.  Such right of indemnification shall be a contract right which may be enforced in any manner desired by such person.  The expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the Corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding, or upon receipt of an undertaking or surety by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that such person is not entitled to be indemnified by the Corporation.  Such right of indemnification shall not be exclusive of any other right which such directors, officers or representatives may have or thereafter acquire, and, without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any bylaw, agreement, vote of stockholders, provision of law, or otherwise, as well as their rights under this Article.

Without limiting the application of the foregoing, the Board of Directors may adopt bylaws from time to time with respect to indemnification, to provide at all times the fullest indemnification permitted by the laws of the State of Nevada, and may cause the Corporation to purchase and maintain insurance on behalf of any person who is or was a director of officer of the Corporation, or is or was serving at the request of the Corporation as director or officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprises against any liability asserted against such person and incurred in any such capacity or arising out of such status, whether or not the corporation would have the power to indemnify such person.

The indemnification provided in this Article shall continue as to a person who has ceased to be a director, officer, or employee for any and all services or conduct rendered on behalf of the Corporation during such director’s officer’s, or employee’s tenure with the Corporation, and shall inure to the benefit of the heirs, executors and administrators of such person.

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ARTICLE VIII
AMENDMENTS

One Hundred percent (100%) of the voting shares outstanding shall be required to amend, alter, change or repeal any provision contained in these Articles of Incorporation.

IN WITNESS WHEREOF, I have executed these Articles on this 22nd day of March, 1999.

/s/ John Wilson

John Wilson

/s/ Sharon Henry

Sharon Henry

STATE OF NEVADA	)
	)ss.
COUNTY OF CLARK	)

On this 22nd day of March, 1999 personally appeared before me, a Notary Public, John Wilson, who acknowledged to me that he executed the foregoing instrument for and on behalf of HIMSELF.

/s/ Janet A. Spano

Notary Public

My Commission Expires:

5

STATE OF NEVADA	)
	)ss.
COUNTY OF CLARK	)

On this 22nd day of March, 1999, personally appeared before me, a Notary Public, Sharon Henry, who acknowledged to me that she executed the foregoing instrument for and on behalf of HERSELF

/s/ Janet A. Spano

Notary Public

My Commission Expires:

6

CERTIFICATE OF ACCEPTANCE
OF APPOINTMENT BY RESIDENT AGENT

[                            ] of Southwest Ambulance, I, John Wilson., located in Clark County at 3720 Howard Hughes Parkway, Suite 170, Las Vegas, NV 89109, hereby accept the appointment as Resident Agent of the above-entitled Corporation in accordance with NRS 78.090.

Furthermore, that the mailing address for the above registered office is 2730 Howard Hughes Parkway, Suite 170, Las Vegas, NV 89109.

IN WITNESS WHEREOF, I hereunto set my hand this 22nd day of March, 1999.

/s/ John Wilson

John Wilson

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Important: Read attached Instructions before completing form: ABOVE SPACE IS FOR OFFICE USE ONLY

Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations

(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

1.  Name of Corporation:
SOUTHWEST AMBULANCE-LAS VEGAS, INC.

2.  The articles have been amended as follows (provide article numbers, if available):

Article I of the Articles of Incorporation are detailed in its entirely and              as follows:

ARTICLE I
NAME

The name of the Corporation is:

MEDICWEST AMBULANCE, INC.”

3.  The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation have voted in favor of the amendment is                             .

4.  Effective date of filing: (optional) 

(must be no later than 90 days after the certificate is filed

5. Officer Signature (required):

If any proposed                          would alter or change any                                or other right given to any class or                                  of outstanding shares,  than the                    must be approved by the vote in                                                                                      vote                                                         of                                                     of                                                                                                of the voting power of such class or                           - affected by the                                                                 of                           — or                              on the voting power thereof.

IMPORTANT:  Failure to include any of the above information and submit the proper fees may cause this filing to be rejected.

This               - must be accompanied by appropriate fees.  See attached

8

USE BLACK INK ONLY — DO NOT ABOVE SPACE IS FOR OFFICE USE ONLY

Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

1.  Name of corporation:
MedicWest Ambulance, Inc.

2.  The articles have been amended as follows (provide article numbers, if available):

Section 3.01 of Article III of the Articles of Incorporation, as amended, is hereby deleted and replaced in its entirety with the following:

Section 3.01 Authorized Shares.  The total number of shares of capital stock which the Corporation shall have the authority to issue is One Hundred Fourteen Thousand Four Hundred Twenty-Eight (114,428) shares, per value of $0.01 per share of Common Stock (“Common Stock”).

See Attachment Page for Additional Information

3.  The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series or as may be required by the provisions of the articles of incorporation have voted in favor of the amendment is:  Unanimous (100%)

4.  Effective date of filing: (optional) 

(must be no later than 90 days after the certificate is filed

5.  Officer Signature (Required):

“if any proposed amendment would alter or change                                             or any                        or other right given to any             - or                of outstanding shares, then the amendment must be approved by the vote in addition in the alternative vote otherwise required of the holders of shares requiring a majority of the voting power of each other or series affected by the amendment                of                     - or                              on the voting power thereof.

IMPORTANT:  Failure to include any of the above information and submit the proper fees may cause this filing to be rejected.

This form must be accompanied by appropriate fees.

9

MedicWest Ambulance, Inc., a Nevada corporation

Attachment Page to the Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

Continuation of Item 2.

Article VIII of the Articles of Incorporation of MedicWest Ambulance, Inc., as amended, is hereby deleted and replaced in its entirety with the following:

“ARTICLE VIII
DIRECTORS’ AND OFFICERS’ LIABILITY

The personal liability of the directors and officials of the Corporation is hereby eliminated to the fullest extent permitted by to provision of the Nevada Revised Statutes and particularly Section 78.037.1 thereof, as the same nay be amended and supplemented.  Any subsequent amendment, repeal or modification of this Article VIII shall be prospective and shall not affect the rights under this Article VIII in affect at the time of the alleged occurrence of any act or omission; to act giving rise to personal liability.”

***

Article IX of the Articles of Incorporation of MedicWest Ambulance, Inc, as amended, is hereby deleted end replaced in its entirety with the following:

“ARTICLE IX
INDEMNITY

The Corporation shall, to the fullest extent permitted by the provisions of Section 78.751 of the Nevada Revised Statutes, as the same may hereafter be amended and supplemented, indemnify the officers and directors of the Corporation from and against any and all of the expenses, liabilities or other meters referred to in or covered by such section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified persons may be entitled under any Bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in any other capacity while holding such office, and shall continue as to any person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such persons.  The Corporation shall pay or otherwise advance all expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding as, such expenses are incurred and

10

in advance of the final disposition of the action, suit or proceeding, provided that the indemnified officer or director undertakes to repay the amounts so advanced if a court of competent jurisdiction ultimately determines that such officer or director is not entitled to be indemnified by the Corporation.

The Corporation may purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise for any liability asserted against such person and liability and expenses incurred by such person in such person’s capacity as a director or officer or arising out of such person’s status as such, whether or not the Corporation has the authority to indemnify such person against such liability and expenses.

Any subsequent amendment, repeal or modification of this Article IX shall be prospective and shall not affect the rights under this Article IX in effect at the time of the alleged occurrence of any act or omission to act giving rise to indemnification.”

11

Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 -After Issuance of Stock)

1.  Nine of corporation:

MedicWest Ambulance, Inc.                             (C6765-1999)

2.  The articles have been amended as follows: (provide article numbers, if available)

1.  Section 4.03 of ARTICLE IV of the Articles of Incorporation of MedicWest Ambulance, Inc. (the “Corporation”), as amended, is hereby deleted and replaced in its entirety with the following:

“Section 4.03 Change in Number of Directors.  The number of directors may be increased or decreased in accordance with the provisions of the Bylaws of the Corporation provided, however, that the number of directors may not be reduced to less than one (1).”

(continued on Exhibit A attached hereto)

3.  The vote by which the stockholders holding shares in the corporation entitling them to exercise a least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation have voted in favor of the amendment is:               $100%

4.  Effective date of filing: (optional) 

(must be no later than 90 days after the certificate is filed)

5.  Signature: (required)

Signature of Officer

If any proposed amendment would alter or change any performance or any                  or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of such class or series affected by the amendment re         to                                  or restrictions on the voting power thereof.

IMPORTANT:  Failure to include any of the above information and submit the proper fees may cause this filing to be rejected.

This form must be accompanied by appropriate fees.	Nevada Secretary of State
	Revised

12

Exhibit A to Certificate of Amendment
to
Articles of Incorporation
of
MedicWest Ambulance, Inc.

(Continuation of Item 2)

2.ARTICLES VI and VII of the Articles of Incorporation of the Corporation, as amended, are hereby deleted in their entirety.

3.ARTICLES VIII (DIRECTORS’ AND OFFICERS’ LIABILITY) and IX (INDEMNITY) of the Articles of Incorporation of the Corporation, as amended, are hereby renumbered consecutively as ARTICLES VI and VII, respectively, and all references therein to Articles shall be amended as the context may require.

13

EX-3.156

Exhibit 3.156

BYLAWS - INDEX

ARTICLE I — OFFICES..PG.1

ARTICLE II - MEETING OF STOCKHOLDERS..PGS.1-3

SECTION 1. - ANNUAL MEETINGS..PG.1

SECTION 2. - SPECIAL MEETINGS..PG.1

SECTION 3. - PLACE OF MEETINGS..PG.1

SECTION 4. - NOTICE OF MEETINGS..PGS.1-2

SECTION 5. - QUORUM..PG.2

SECTION 6. - VOTING..PG.2

ARTICLE III - BOARD OF DIRECTORS..PGS.3-6

SECTION 1. - NUMBER, ELECTION AND TERM OF OFFICE..PG.3

SECTION 2. - DUTIES AND POWERS..PG.3

SECTION 3. - ANNUAL AND REGULAR MEETINGS; NOTICE..PG.3

SECTION 4. - SPECIAL MEETING; NOTICE..PGS.3-4

SECTION 5. - CHAIRMAN..PG.4

SECTION 6. - QUORUM AND ADJOURNMENTS..PG.4

SECTION 7. - MANNER OF ACTING..PGS.4-5

SECTION 8. - VACANCIES..PG.5

SECTION 9. - RESIGNATION..PG.5

SECTION 10. - REMOVAL..PG.5

SECTION 11. - SALARY..PG.5

SECTION 12. - CONTRACTS..PGS.5-6

SECTION 13. - COMMITTEES..PG.6

ARTICLE IV - OFFICERS..PGS.6-7

SECTION 1. - NUMBER, QUALIFICATIONS, ELECTION AND TERM OF OFFICE..PG.6

SECTION 2. - RESIGNATION..PG.6

SECTION 3. - REMOVAL..PG.6

SECTION 4. - VACANCIES..PG.7

SECTION 5. - DUTIES OF OFFICERS..PG.7

SECTION 6. - SURETIES AND BONDS..PG.7

SECTION 7. - SHARES OF STOCK OF OTHER CORPORATIONS..PG.7

ARTICLE V - SHARES OF STOCK..PGS.7-9

SECTION 1. - CERTIFICATE OF STOCK..PGS.7-8

SECTION 2. - LOST OR DESTROYED CERTIFICATES..PG.8

SECTION 3. - TRANSFER OF SHARES..PG.8

SECTION 4. - RECORD DATE..PGS.8-9

ARTICLE VI - DIVIDENDS..PG.9

ARTICLE VII - FISCAL YEAR..PG.9

ARTICLE VIII - CORPORATE SEAL..PG.9

ARTICLE IX - INDEMNITY..PG.9

ARTICLE X - AMENDMENTS..PGS.9-10

SECTION 1. - BY STOCKHOLDERS..PGS.9-10

SECTION 2. - BY DIRECTORS..PG.10

CERTIFICATE OF PRESIDENT..PG.11

BYLAWS
OF
SOUTHWEST AMBULANCE — LAS VEGAS, INC.

ARTICLE I - OFFICES

The principal office of the Corporation shall be located at 2398 East Camelback Road, Suite 340, Phx AZ and it may be changed from time to time by the Board of Directors.  The Corporation may also maintain offices at such other places within or without the United States as the Board of Directors may, from time to time, determine

ARTICLE II - MEETINGS OF STOCKHOLDERS

SECTION 1 - ANNUAL MEETINGS:

The annual meeting of the stockholders of the Corporation shall be held within six (6) months after the close of the fiscal year of the Corporation, for the purposes of electing directors, and transacting such other business as may properly come before the meeting.

SECTION 2 - SPECIAL MEETINGS:

Special meetings of the stockholders may be called at any time by the Board of Directors or by the President, and shall be called by the President or the Secretary at the written request of the holders of twenty-five percent (25%) of the shares then outstanding and entitled to vote thereat, or as otherwise required by law.

SECTION 3 - PLACE OF MEETINGS:

All meetings of stockholders shall be held at the principal office of the Corporation, or at such other places as shall be designated in the notices or waivers of notice of such meetings.

SECTION 4 - NOTICE OF MEETINGS:

(a)           Except as otherwise provided by statute, written notice of each meeting of stockholders, whether annual or special, stating the time when and place where it is to be held, shall be served either personally or by mail, not less than ten or more than sixty (60) days before the meeting, upon each stockholder of record entitled to vote at such meeting, and to any other stockholder to whom the giving of notice may be required by law.  Notice of a special meeting shall also state the purpose or purposes for which the meeting is called, and shall indicate that it is being issued by, or at the direction of, the person or persons calling the meeting.  If, at any meeting, action is proposed to be taken that would, if taken, entitle stockholders to receive payment for their shares pursuant to statute, the notice of such meeting shall include a statement of that purpose and to that effect.  If mailed, such notice shall be directed to each such stockholder at his address, as it appears on the records of the stockholders of the Corporation, unless he shall have previously filed with the Secretary of the Corporation a written request that notices intended for him be mailed to some other address, in which case, it shall be mailed to the address designated in such request.

1

(b)           Notice of any meeting need not be given to any person who may become a stockholder of record after the mailing of such notice and prior to the meeting, or to any stockholder who attends such meeting, in person or by proxy, or submits a signed waiver of notice either before or after such a meeting.  Notice of any adjourned meeting of stockholders need not be given, unless otherwise required by statute.

SECTION 5 — QUORUM:

(a)           Except as otherwise provided herein, or by statute, or in the Certificate of Incorporation (such certificate and any amendments thereof being hereinafter collectively referred to as the “Certificate of Incorporation”), at all meetings of stockholders of the Corporation, the presence at the commencement of such meetings in person or by proxy of stockholders holding of record      % of the total number of shares of the Corporation then issued and outstanding and entitled to vote, shall be necessary and sufficient to constitute a quorum for the transaction of any business.  The withdrawal of any stockholder after the commencement of a meeting shall have no effect on the existence of a quorum, after a quorum has been established at such meeting.

(b)           Despite the absence of a quorum at any annual or special meeting of stockholders, the stockholders, by a majority of the votes cast by the holders of shares entitled to vote thereat, may adjourn the meeting.  At any such adjourned meeting at which a quorum is present, any business may be transacted at the meeting as originally called if a quorum had been present.

SECTION 6 - VOTING:

(a)           Except as otherwise provided by statute or by the Certificate of Incorporation, any corporate action, other than the election of directors, to be taken by vote of the stockholders, shall be authorized by a majority of votes cast at a meeting of stockholders by the holders of shares entitled to vote thereat.

(b)           Except as otherwise provided by statute or by the Certificate of Incorporation, at each meeting of stockholders, each holder of record of stock of the Corporation entitled to vote thereat, shall be entitled to one vote for each share of stock registered in his name on the books of the Corporation.

(c)           Each stockholder entitled to vote or to express consent or dissent without a meeting, may do so by proxy; provided, however, that the instrument authorizing such proxy to act shall have been executed in writing by the stockholder himself or by his attorney-in-fact thereunto duly authorized in writing.  No Proxy shall be valid after the expiration of eleven (11) months from the date of its execution, unless the person executing it shall have specified therein the length of time it is to continue in force.  Such instrument shall be exhibited to the Secretary at the meeting and shall be filed with the minutes of the meeting.

(d)           Any action, except election of directors, which may be taken by a vote of stockholders at a meeting, may be taken without a meeting if authorized by a written consent of shareholders holding at least a majority of the voting power; provided that if a greater proportion of voting power is required by such action at such meeting then such greater proportion of written consents shall be required.

2

ARTICLE III - BOARD OF DIRECTORS

SECTION 1 - NUMBER, ELECTION AND TERM OF OFFICE:

(a)           The number of the directors of the Corporation shall be not less than 1 nor more than 9, unless and until otherwise determined by vote of a majority of the entire Board of Directors.  The number of Directors shall not be less than three (3), unless all of the outstanding shares of stock are owned beneficially and of record by less than three (3) stockholders, in which event the number of directors shall not be less than the number of stockholders or the minimum permitted by statute.

(b)           Except as may otherwise be provided herein or in the Certificate of Incorporation by way of cumulative voting rights the members of the Board of Directors of the Corporation, who need not be stockholders, shall be elected by a majority of the votes cast at a meeting of stockholders, by the holders of shares of stock present in person or by proxy, entitled to vote in the election.

(c)           Each director shall hold office until the annual meeting of the stockholders next succeeding his election, and until his successor is elected and qualified, or until his prior death, resignation or removal.

SECTION 2 - DUTIES AND POWERS:

The Board of Directors shall be responsible for the control and management of the affairs, property and interests of the Corporation and may exercise all powers of the Corporation, except as are in the Certificate of Incorporation or by statute expressly conferred upon or reserved to the stockholders.

SECTION 3 - ANNUAL AND REGULAR MEETINGS; NOTICE:

(a)           Regular annual meeting of the Board of Directors shall be held immediately following the annual meeting of the stockholders, at the place of such annual meeting of stockholders.

(b)           The Board of Directors, from time to time, may provide by resolution for the holding of other regular meetings of the Board of Directors, and may fix the time and place thereof.

(c)           Notice of any regular meeting of the Board of Directors shall not be required to be given and, if given, need not specify the purpose of the meeting; provided, however, that in case the Board of Directors shall fix or change the time or place of any regular meeting, notice of such action shall be given to each director who shall not have been present at the meeting at which such change was made within the time limited, and in the manner set forth in Paragraph (b) Section 4 of this Article III, with respect to special meetings, unless such notice shall be waived in the manner set forth in Paragraph (c) of such Section 4.

SECTION 4 - SPECIAL MEETING; NOTICE:

(a)           Special meetings of the Board of Directors shall be held whenever called by the President or by one of the directors, at such time and place as may be specified in the respective notices or waivers of notice thereof.

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(b)           Except as otherwise required by statute, notice of special meetings shall be mailed directly to each director, addressed to him at his residence or usual place of business, at least four (4) days before the day on which the meeting is to be held, or shall be sent to him at such place by telegram, radio or cable, or shall be delivered to him personally or given to him orally, not later than the day before the day on which the meeting is to be held.  A notice, or waiver of notice except as required by Section 8 or this Article III, need not specify the purpose of the meeting.

(c)           Notice of any special meeting shall not be required to be given to any director who shall attend such meeting without protesting prior thereto or at its commencement, the lack of notice to him or who submits a signed waiver of notice, whether before or after the meeting.  Notice of any adjourned meeting shall not be required to be given.

SECTION 5 - CHAIRMAN:

At all meetings of the Board of Directors, the Chairman of the Board, if any and if present, shall preside.  If there shall be no Chairman or he shall be absent, then the Vice Chairman shall preside, and in his absence, a Chairman chosen by the directors shall preside.

SECTION 6 - QUORUM AND ADJOURNMENTS:

(a)           At all meetings of the Board of Directors, the presence of a majority of the entire Board shall be necessary and sufficient to constitute a quorum for the transaction of business, except as otherwise provided by law, by the Certificate of Incorporation, or by these Bylaws.

(b)           A majority of the directors, present at the time and place of any regular or special meeting, although less than a quorum, may adjourn the same from time to time without notice, until a quorum shall be present.

SECTION 7 - MANNER OF ACTING:

(a)           At all meetings of the Board of Directors, each director present shall have one vote, irrespective of the number of shares of stock, if any, which he may hold.

(b)           Except as otherwise provided by statute, by the Certificate of Incorporation, or by these Bylaws, the action of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors.

(c)           Unless otherwise required by amendment to the Articles of Incorporation or statute, any action required or permitted to be taken at any meeting of the Board of Directors or any Committee thereof may be taken without a meeting if a written consent thereto is signed by all the members of the Board or Committee.  Such written consent shall be filed with the minutes of the proceedings of the Board or Committee.

(d)           Unless otherwise prohibited by Amendments to the Articles of Incorporation or statute, members of the Board of Directors or of any Committee of the Board of Directors may participate in a meeting of such Board or Committee by means of a conference telephone network or a similar communications method by which all persons participating in the meeting can hear each other.  Such participation is constituted presence of all of the participating persons at such

4

meeting, and each person participating in the meeting shall sign the minutes thereof, which may be signed in counterparts.

SECTION 8 - VACANCIES:

Any vacancy in the Board of Directors, occurring by reason of an increase in the number of directors, or by reason of the death, resignation, disqualification, removal (unless vacancy created by the removal of a director by the stockholders shall be filled by the stockholders at the meeting at which the removal was effected) or inability to act of any director, or otherwise, shall be filled for the unexpired portion of the term by a majority vote of the remaining directors, though less than a quorum, at any regular meeting or special meeting of the Board of Directors called for that purpose.

SECTION 9 - RESIGNATION:

Any director may resign at any time by giving written notice to the Board of Directors, the President or the Secretary of the Corporation.  Unless otherwise specified in such written notice such resignation shall take effect upon receipt thereof by the Board of Directors or such officer, and the acceptance of such resignation shall not be necessary to make it effective.

SECTION 10 - REMOVAL:

Any director may be removed with or without cause at any time by the affirmative vote of stockholders holding of record in the aggregate at least a majority of the outstanding shares of stock of the Corporation at a special meeting of the stockholders called for that purpose, and may be removed for cause by action of the Board.

SECTION 11 - SALARY:

No stated salary shall be paid to directors, as such, for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance if any, may be allowed for attendance at each regular or special meeting of the Board; provided, however, that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

SECTION 12 - CONTRACTS:

(a)           No contract or other transaction between this Corporation and any other corporation shall be impaired, affected or invalidated, nor shall any director be liable in any way by reason of the fact that one or more of the directors of this Corporation is or are interested in, or is a director or officer, or are directors or officers of such other corporations, provided that such facts are disclosed or made known to the Board of Directors, prior to their authorizing such transaction.

(b)           Any director, personally and individually, may be a party to or may be interested in any contract or transaction of this Corporation, and no directors shall be liable in any way by reason of such interest, provided that the fact of such interest be disclosed or made known to the Board of Directors prior to their authorization of such contract or transaction, and provided that the Board of Directors shall authorize, approve or ratify such contract or transaction by the vote (not

5

counting the vote of any such Director) of a majority of a quorum, notwithstanding the presence of any such director at the meeting at which such action is taken.  Such director or directors may be counted in determining the presence of a quorum at such meeting.  This Section shall not be construed to impair, invalidate or in any way affect any contract or other transaction which would otherwise be valid under the law (common, statutory or otherwise) applicable thereto.

SECTION 13 - COMMITTEES:

The Board of Directors, by resolution adopted by a majority of the entire Board, may from time to time designate from among its members an executive committee and such other committees, and alternate members thereof, as they may deem desirable, with such powers and authority (to the extent permitted by law) as may be provided in such resolution.  Each such committee shall serve at the pleasure of the Board.

ARTICLE IV - OFFICERS

SECTION 1 - NUMBER, QUALIFICATIONS, ELECTION AND TERM OF OFFICE:

(a)           The officers of the Corporation shall consist of a President, a Secretary, a Treasurer, or a President and Secretary-Treasurer, and such other officers, including a Chairman of the Board of Directors, and one or more Vice Presidents, as the Board of Directors may from time to time deem advisable.  Any officer other than the Chairman or Vice Chairman of the Board of Directors may be, but is not required to be a director of the Corporation.  Any two or more offices may be held by the same person.

(b)           The officers of the Corporation shall be elected by the Board of Directors at the regular annual meeting of the Board following the annual meeting of stockholders.

(c)           Each officer shall hold office until the annual meeting of the Board of Directors next succeeding his election, and until his successor shall have been elected and qualified or until his death, resignation or removal.

SECTION 2 - RESIGNATION:

Any officer may resign at any time by giving written notice of such resignation to the Board of Directors, or to the President or the Secretary of the Corporation.  Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Directors or by such officer, and the acceptance of such resignation shall not be necessary to make it effective.

SECTION 3 - REMOVAL:

Any officer may be removed, either with or without cause, and a successor elected by a majority vote of the Board of Directors at any time.

6

SECTION 4 - VACANCIES:

A vacancy in any office by reason of death, resignation, inability to act, disqualification or any other cause, may at any time be filled for the unexpired portion of the term by a majority vote of the Board of Directors.

SECTION 5 - DUTIES OF OFFICERS:

Officers of the Corporation shall, unless otherwise provided by the Board of Directors, each have such powers and duties as generally pertain to their respective offices as well as such powers and duties as may be set forth in these Bylaws, or may from time to time be specifically conferred or imposed by the Board of Directors.  The President shall be the chief executive officer of the Corporation.

SECTION 6 - SURETIES AND BONDS:

In case the Board of Directors shall so require any officer, employee or agent of the Corporation shall execute to the Corporation a bond in such sum, and with such surety or sureties as the Board of Directors may direct, conditioned upon the faithful performance of his duties to the Corporation, including responsibility for negligence for the accounting for all property, funds or securities of the Corporation which may come into his hands.

SECTION 7 - SHARES OF STOCK OF OTHER CORPORATIONS:

Whenever the Corporation is the holder of shares of stock of any other corporation, any right or power of the Corporation as such stockholder (including the attendance, acting and voting at stockholders’ meetings and execution of waivers, consents, proxies or other instruments) may be exercised on behalf of the Corporation by the President, any Vice President or such other person as the Board of Directors may authorize.

ARTICLE V - SHARES OF STOCK

SECTION 1 - CERTIFICATE OF STOCK:

(a)           The certificates representing shares of the Corporation’s stock shall be in such form as shall be adopted by the Board of Directors, and shall be numbered and registered in the order issued.  The certificates shall bear the following: the Corporate Seal, the holder’s name, the number of shares of stock and the signatures of: (1) the Chairman of the Board, the President or a Vice President and (2) the Secretary, Treasurer, any Assistant Secretary or Assistant Treasurer.

(b)           No certificate representing shares of stock shall be issued until the full amount of consideration therefore has been paid, except as otherwise permitted by law.

(c)           To the extent permitted by law, the Board of Directors may authorize the issuance of certificates for fractions of a share of stock which shall entitle the holder to exercise voting rights, receive dividends and participate in liquidating distributions, in proportion to the fractional holdings; or it may authorize the payment in cash of the fair value of fractions of a share of stock as of the time when those entitled to receive such fractions are determined; or it may authorize the

7

issuance, subject to such conditions as may be permitted by law, of scrip in registered or bearer form over the signature of an officer or agent of the Corporation, exchangeable as therein provided for full shares of stock, but such scrip shall not entitle the holder to any rights of a stockholder, except as therein provided.

SECTION 2 - LOST OR DESTROYED CERTIFICATES:

The holder of any certificate representing shares of stock of the Corporation shall immediately notify the Corporation of any loss or destruction of the certificate representing the same.  The Corporation may issue a new certificate in the place of any certificate theretofore issued by it, alleged to have been lost or destroyed.  On production of such evidence of loss or destruction as the Board of Directors in its discretion may require, the Board of Directors may, in its discretion, require the owner of the lost or destroyed certificate, or his legal representatives, to give the Corporation a bond in such sum as the Board may direct, and with such surety or sureties as may be satisfactory to the Board, to indemnify the Corporation against any claims, loss, liability or damage it may suffer on account of the issuance of the new certificate.  A new certificate may be issued without requiring any such evidence or bond when, in the judgment of the Board of Directors, it is proper to do so.

SECTION 3 - TRANSFER OF SHARES:

(a)           Transfer of shares of stock of the Corporation shall be made on the stock ledger of the Corporation only by the holder of record thereof, in person or by his duly authorized attorney, upon surrender for cancellation of the certificate or certificates representing such shares of stock with an assignment or power of transfer endorsed thereon or delivered therewith, duly executed, with such proof of the authenticity of the signature and of authority to transfer and of payment of taxes as the Corporation or its agents may require.

(b)           The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the absolute owner thereof for all purposes and, accordingly, shall not be bound to recognize any legal, equitable or other claim to, or interest in, such share or shares of stock on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by law.

SECTION 4 - RECORD DATE:

In lieu of closing the stock ledger of the Corporation, the Board of Directors may fix, in advance, a date not exceeding sixty (60) days, nor less than ten (10) days, as the record date for the determination of stockholders entitled to receive notice of, or to vote at, any meeting of stockholders, or to consent to any proposal without a meeting, or for the purpose of determining stockholders entitled to receive payment of any dividends or allotment of any rights, or for the purpose of any other action.  If no record date is fixed, the record date for the determination of stockholders entitled to notice of, or to vote at, a meeting of stockholders shall be at the close of business on the day next preceding the day on which the notice is given, or, if no notice is given, the day preceding the day on which the meeting is held.  The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the resolution of the directors relating thereto is adopted.  When a determination of stockholders of

8

record entitled to notice of, or to vote at, any meeting of stockholders has been made, as provided for herein, such determination shall apply to any adjournment thereof, unless the directors fix a new record date for the adjourned meeting.

ARTICLE VI - DIVIDENDS

Subject to applicable law, dividends may be declared and paid out of any funds available therefor, as often, in such amount, and at such time or times as the Board of Directors may determine.

ARTICLE VII - FISCAL YEAR

The fiscal year of the Corporation shall be September 30, and may be changed by the Board of Directors from time to time subject to applicable law.

ARTICLE VIII - CORPORATE SEAL

The corporate seal shall be in such form as shall be approved from time to time by the Board of Directors.

ARTICLE IX - INDEMNITY

(a)           Any person made a party to any action, suit or proceeding, by reason of the fact that he, his testator or interstate representative is or was a director, officer or employee of the Corporation or of any corporation in which he served as such at the request of the Corporation shall be indemnified by the Corporation against the reasonable expenses, including attorneys’ fees, actually and necessarily incurred by him in connection with the defense of such action, suit or proceedings, or in connection with any appeal therein, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding or in connection with any appeal therein that such officer, director or employee is liable for gross negligence or misconduct in the performance of his duties.

(b)           The foregoing right of indemnification shall not be deemed exclusive of any other rights to which any officer or director or employee may be entitled apart from the provisions of this section.

(c)           The amount of indemnity to which any officer or any director may be entitled shall be fixed by the Board of Directors, except that in any case in which there is no disinterested majority of the Board available, the amount shall be fixed by arbitration pursuant to the then existing rules of the American Arbitration Association.

ARTICLE X - AMENDMENTS

SECTION 1 - BY STOCKHOLDERS:

All bylaws of the Corporation shall be subject to alteration or repeal, and new bylaws may be made, by the affirmative vote of stockholders holding of record in the aggregate at least a majority of the outstanding shares of stock entitled to vote in the election of directors at any

9

annual or special meeting of stockholders, provided that the notice or waiver of notice of such meeting shall have summarized or set forth in full therein, the proposed amendment.

SECTION 2 - BY DIRECTORS:

The Board of Directors shall have power to make, adopt, alter, amend and repeal, from time to time, bylaws of the Corporation, provided, however, that the stockholders entitled to vote with respect thereto as in this Article X above-provided may alter, amend or repeal bylaws made by the Board of Directors, except that the Board of Directors shall have no power to change the quorum for meetings of stockholders or of the Board of Directors or to change any provisions of the bylaws with respect to the removal of directors of the filling of vacancies in the Board resulting from the removal by the stockholders.  In any bylaw regulating an impending election of directors is adopted, amended or repealed by the Board of Directors, there shall be set forth in the notice of the next meeting of stockholders for the election of Directors, the bylaws so adopted, amended or repealed, together with a concise statement of the changes made.

10

CERTIFICATE OF PRESIDENT

THIS IS TO CERTIFY that I am the duly elected, qualified and acting President of

SOUTHWEST AMBULANCE — LAS VEGAS, INC.

and that the above and foregoing bylaws constituting a true original copy were duly adopted as the bylaws of said Corporation.

IN WITNESS WHEREOF, I have hereunto set my hand.

DATED:	1/1/01
/s/
PRESIDENT

11

EX-3.157

Exhibit 3.157

CERTIFICATE OF INCORPORATION

RURAL/METRO OF NEVADA, INC.

FIRST:  The name of the Corporation is Rural/Metro of Nevada, Inc.

SECOND:  The registered office of the Corporation in the State of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801.  The name of the Corporation’s registered agent is The Corporation Trust Company.

THIRD:  The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (the “GCL”).

FORTH:  The total number of shares of stock which the Corporation shall have authority to issue is One Thousand (1,000) shares designated as common stock and the par value of each such share of common stock is One Cent ($.01) per share.

FIFTH:  The name and mailing address of the incorporator is Steven M. Lee, 8401 East Indian School Road, Scottsdale, Arizona 85251.

SIXTH:  The number of directors, which shall comprise the initial Board of Directors of the Corporation, shall be two (2).  The size of the Board of Directors may be increased or decreased in the manner provided in the Bylaws of the Corporation.

All corporate powers of the Corporation shall be exercised by or under the direction of the Board of Directors except as otherwise provided herein or by law.

SEVENTH:  Unless and except to the extent that the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballot.

EIGHTH:  Any director or the entire Board of Directors may be removed, with or without cause, at any time by the holders of a majority of the shares then entitled to vote at an election of directors, and the vacancy in the Board of Directors caused by such removal may be filled by the stockholders at the time of such removal.

NINTH:  A director of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the GCL.  Any repeal or modification of this Article shall not adversely

affect any right or protection of a director of the Corporation existing hereunder with respect to any act or omission occurring prior to such repeal or modification.

TENTH:  Subject to the power of the stockholders of the Corporation to alter or repeal any bylaw made by the Board of Directors, the Board of Directors is expressly authorized and empowered to make, alter and repeal the Bylaws of the Corporation.

ELEVENTH:  The Corporation reserves the right at any time, and from time to time, to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed by law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the rights reserved in this Article.

TWELFTH:  Section 203 of the GCL shall not be applicable to this Corporation.

IN WITNESS WHEREOF, the undersigned, being the Incorporator hereinabove stated, sets his hand this 10th day of March, 1999.

/s/ Steven M. Lee

Steven M. Lee, Incorporator

2

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
RURAL/METRO OF NEVADA, INC.

Rural/Metro of Nevada, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify:

FIRST:  That the Board of Directors of the Corporation, by the unanimous written consent of its members, adopted a resolution proposing and declaring advisable a proposed amendment to the Certificate of Incorporation of the Corporation, amending Article FIRST thereof to read as follows:

“FIRST:  The name of the Corporation is Southwest Ambulance of Nevada., Inc.”

SECOND:  That in lieu of a meeting and vote of Stockholders of the Corporation, the Stockholders have unanimously consented to said amendment in writing, in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

THIRD:  That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware.

3

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by Patrick Cantelme its Secretary as of the 25 day of April, 2001.

RURAL/METRO OF NEVADA, INC., a Delaware corporation
By:	/s/Patrick Cantelme
	Patrick Cantelme
Its:	Secretary

4

CERTIFICATE OF CHANGE OF LOCATION
of Registered Office and/or Registered Agent

The Board of Directors of SOUTHWEST AMBULANCE OF NEVADA, INC., a Corporation of Delaware, on this 23rd day of January, A.D. 2003, do hereby resolve and order that the location of the Registered Office of this Corporation within this State be, and the same hereby is 3511 Silverside Road, Suite 105, in the City of Wilmington, County of New Castle, 19810.

The name of the Registered Agent therein and in charge thereof upon whom process against this Corporation may be served, is DELAWARE REGISTRY, LTD., a Corporation of Delaware, does hereby certify that the foregoing is a true copy of a resolution adopted by the Board of Directors at a meeting held as therein stated.

IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed by its President and Attested by its Secretary, the 23rd day of January, A.D., 2003.

By:	/s/ Robert E. Ramsey
	Robert E. Ramsey, President
ATTEST:	/s/ Patrick E. Cantelme
	Patrick E. Cantelme, Secretary

5

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
SOUTHWEST AMBULANCE OF NEVADA, INC.

Southwest Ambulance of Nevada, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify:

FIRST:                    That the Board of Directors of the Corporation, by the unanimous written consent of its members, adopted a resolution proposing and declaring advisable a proposed amendment to the Certificate of Incorporation of the Corporation, amending Article FIRST thereof to read as follows:

FIRST:                    The name of the Corporation is StarWest Ambulance of Nevada, Inc.”

SECOND:               That in lieu of a meeting and vote of Stockholders of the Corporation, the Stockholders have unanimously consented to said amendment in writing, in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware,

THIRD:                  That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware.

6

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by Patrick E. Cantelme, its Secretary, as of the 11th day of July, 2003.

SOUTHWEST AMBULANCE OF NEVADA, INC., a Delaware Corporation
By:	/s/ Patrick E. Cantalme
Its:	Secretary, Patrick E. Cantelme

7

CERTIFICATE OF AMENDMENT TO THE
CERTIFICATE OF INCORPORATION
OF
STARWEST AMBULANCE OF NEVADA, INC.

Pursuant to Section 242 of the General Corporation Law of the State of Delaware, STARWEST AMBULANCE OF NEVADA, INC., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies that:

ONE:              The name of the Corporation is StarWest Ambulance of Nevada, Inc. and the date the Corporation filed its original Certificate of Incorporation with the Secretary of the State of Delaware was March 15, 1999.

TWO:            The Certificate of Incorporation of the Corporation was amended on May 23rd, 2001 and subsequently amended on July 22nd, 2003.

THREE:         The Certificate of Incorporation of the Corporation, as amended, is hereby ratified and approved in its entirety, and is further amended by this Certificate of .Amendment as follows:

Article NINTH of the Certificate of Incorporation, as amended, is hereby deleted and replaced in its entirety with the following:

“NINTH:

(a)           To the fullest extent permitted by the Delaware General Corporation Law (the “DGCL”), no person who is or was a director or officer of the Corporation shall be personally liable to the Corporation for monetary damages for breach of fiduciary duty as a director or officer unless, and only to the extent that, such director or officer is liable for acts or omissions which involve fraud, intentional misconduct or a knowing violation of law.  If the DGCL is hereafter amended after approval by the stockholders of this Article NINTH to authorize corporate action further eliminating or limiting the personal liability of directors or officers then the liability of a director or officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL as so amended.

(b)           The Corporation is authorized to provide indemnification of directors and officers for any breach of duty to the Corporation and its stockholders through bylaw provisions or otherwise in excess of the indemnification otherwise permitted by Section 145 of the DGCL.

(c)           The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person is or was a director or officer of the Corporation, or is

8

or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts (including those paid in settlement) actually and reasonably incurred by such person in connection with such Proceeding, if such person acted in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that such conduct was unlawful.  The termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a mariner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such conduct was unlawful.  Notwithstanding the foregoing, the Corporation is not obligated to indemnify any director or officer in connection with any threatened, pending or completed Proceeding (including any action or suit by or in the right of the Corporation) initiated by such director or officer unless (a) the Proceeding was authorized by the Board of Directors of the Corporation, or (b) the Proceeding is to enforce rights to indemnification under this Certificate of Incorporation or the Bylaws of the Corporation.

(d)           To the extent that a present or former director or officer of the Corporation has been successful on the merits or otherwise in defense of any Proceeding referred to in paragraph (c) of this Article NINTH, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

(e)           Any indemnification wider paragraph (c) of this Article NINTH (unless ordered by a court) shall be promptly made in good faith by the Corporation; provided, that any such indemnification under paragraph (c) shall be made only as authorized in the specific case upon a determination that indemnification of the present or former director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in such paragraph.  Such determination shall be made, with respect to a person who is a director or officer at the time of such determination (i) by a majority vote of the directors who are not parties to such Proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (iv) by the stockholders.

(f)            Expenses (including attorneys’ fees) incurred by an officer or director in defending any Proceeding may be paid by the Corporation in advance of the final disposition of such Proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such

9

person is not entitled to be indemnified by the Corporation as authorized in this Article NINTH.  Such expenses (including attorneys’ fees) incurred by former directors and officers may be so paid upon such terms and conditions, if any, as the Board of Directors of the Corporation deems appropriate.

(g)           The indemnification and advancement of expenses provided by, or granted pursuant to, this Article NINTH shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any law, bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office.

(h)           The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of Section 145 of the DGCL.

(i)            For purposes of this Article NINTH, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors and officers so that any person who is or was a director or officer of such constituent corporation, or is or was serving at the request of such constituent corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the position under the provisions of this Article NINTH with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation If its separate existence had continued.

(j)            The indemnification and advancement of expenses provided by, or granted pursuant to this Article NINTH shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

(k)           Any subsequent amendment, repeal or modification of this Article NINTH shall be prospective and shall not affect the rights under this Article NINTH in effect at the time of the alleged occurrence of any act or omission to act giving rise to liability or indemnification”

* * * *

10

FOUR:          This Certificate of Amendment has been duly adopted in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware by the Board of Directors and the stockholders of the Corporation.

IN WITNESS WHEREOF the Corporation has caused this Certificate of Amendment to be signed by its President this 11th day of June, 2007.

STARWEST AMBULANCE OF NEVADA, INC.
By:	/s/ Robert Ramsey
	Robert Ramsey, President

11

CERTIFICATE OF AMENDMENT TO THE
CERTIFICATE OF INCORPORATION
OF
STARWEST AMBULANCE OF NEVADA, INC.

Pursuant to Section 242 of the General Corporation Law of the State of Delaware, STARWEST AMBULANCE OF NEVADA, INC., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies that:

ONE:          The name of the Corporation is StarWest Ambulance of Nevada, Inc. and the date the Corporation filed its original Certificate of Incorporation with the Secretary of the State of Delaware was March 15, 1999.

TWO:        The Certificate of Incorporation of the Corporation was amended on May 23, 2001, subsequently amended on July 22, 2003 and subsequently amended further on June 11, 2007.

THREE:                 The Certificate of Incorporation of the Corporation, as amended, is hereby ratified and approved in its entirety, and is further amended by this Certificate of Amendment as follows:

Article FIRST of the Certificate of Incorporation, as amended, is hereby deleted and replaced in its entirety with the following:

“FIRST: The name of the Corporation is MedicWest Holdings, Inc.”

* * * *

FOUR:       This Certificate of Amendment has been duly adopted in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware by the Board of Directors and the stockholders of the Corporation.

IN WITNESS WHEREOF the Corporation has caused this Certificate of Amendment to be signed by its President this 27 day of June, 2007.

STARWEST AMBULANCE OF NEVADA, INC.
By:	/s/ Robert Ramsey
	Robert Ramsey, President

12

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

AND OF REGISTERED AGENT

OF

MEDICWEST HOLDINGS, INC.

It is hereby certified that:

1.     The name of the corporation (hereinafter called the “corporation”) is:

MEDICWEST HOLDINGS, INC.

2.     The registered office of the corporation within the State of Delaware is hereby changed to 2711 Centerville Road, Suite 400, City of Wilmington 19808, County of New Castle.

3.     The registered agent of the corporation within the State of Delaware is hereby changed to Corporation Service Company, the business office of which is identical with the registered office of the corporation as hereby changed.

4.     The corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on 5/1/08

/s/ Todd Zimmerman

Name:  Todd Zimmerman

Title:  EVP and Secretary

13

EX-3.158

Exhibit 3.158

BYLAWS

OF

RURAL/METRO OF NEVADA, INC.,

a Delaware corporation

Adopted as of March 15, 1999

TABLE OF CONTENTS

		Page
ARTICLE I Offices
1.1	Principal Office	1
1.2	Other Offices	1
ARTICLE II Meetings of Stockholders
2.1	Place of Meetings	1
2.2	Annual Meetings	1
2.3	Special Meetings	1
2.4	Notice and Purpose of Meetings; Waiver	2
2.5	Voting List, Right to Examine	2
2.6	Adjournments	2
2.7	Quorum	3
2.8	Voting	3
2.9	Judges of Election	3
2.10	Consent of Stockholders in Lieu of Meeting	4
ARTICLE III Board of Directors
3.1	Powers	4
3.2	Number, Term of Office and Vacancies	5
3.3	Annual Organizational Meeting	5
3.4	Regular and Special Meetings	5
3.5	Quorum; Interested Directors	6
3.6	Committees	6
3.7	Action of Directors in Lieu of Meeting	7
3.8	Attendance Via Telecommunications	7

i

TABLE OF CONTENTS

(continued)

		Page
3.9	Compensation	7
ARTICLE IV Notice - Waivers - Meetings
4.1	Notice, What Constitutes	7
4.2	Waiver of Notice	8
ARTICLE V Officers
5.1	Number, Qualifications and Resignation	8
5.2	Term of Office	8
5.3	Subordinate Officers, Committees and Agents	8
5.4	The President	9
5.5	The Vice President	9
5.6	The Secretary	9
5.7	The Assistant Secretaries	9
5.8	The Treasurer	9
5.9	The Assistant Treasurers	10
5.10	The Chairman of the Board of Directors	10
5.11	The Chief Executive Officer	10
ARTICLE VI Certificates of Stock
6.1	Issuance	10
6.2.	Subscriptions for Shares	10
6.3	Transfers	10
6.4	Share Certificate	10
6.5	Record Holder of Shares	11
6.6	Lost, Destroyed, Mutilated or Stolen Certificates	11

ii

TABLE OF CONTENTS

(continued)

		Page
6.7	Transfer Agent and Registrar	11
6.8	Record Date	11
ARTICLE VII Indemnification
7.1	Right to Indemnification	11
7.2	Prepayment of Expenses	12
7.3	Claims	12
7.4	Nonexclusivity of Rights	12
7.5	Other Indemnification	12
7.6	Amendment or Repeal	12
ARTICLE VIII Amendments
8.1	Amendments by Stockholders	13
8.2	Amendments by Directors	13
ARTICLE IX Miscellaneous
9.1	Reserves	13
9.2	Authorized Signer	13
9.3	Fiscal Year	13
9.4	Corporate Seal	13
9.5	Gender	13
9.6	Repeal and Amendment	13
9.7	Severability	13

iii

BYLAWS
OF
RURAL/METRO OF NEVADA, INC.

ARTICLE I

OFFICES

1.1          Principal Office.  The address of the registered office of the Corporation shall be 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801.  The name of the Corporation’s registered agent is The Corporation Trust Company.

1.2          Other Offices.  The Corporation may also have offices at other places within and without the State of Delaware as the board of directors may from time to time determine or as the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

2.1          Place of Meetings.  Meetings of stockholders shall be held at the place, within or without the State of Delaware, as shall be designated from time to time by the board of directors.

2.2          Annual Meetings.  Annual meetings of stockholders shall, unless otherwise provided by the board of directors, be held on the first day of April of each calendar year, commencing in 1999, if not a legal holiday, and if a legal holiday, then on the next full business day following, at 10:00 a.m. at which time they shall elect a board a directors and transact the other business as may properly be brought before the meeting.

2.3          Special Meetings.

(a)           Special meetings of the stockholders of the Corporation for any purpose or purposes may be called at any time by the board of directors, by the president, or by stockholders owning a majority in amount of the entire capital stock of the Corporation issued and outstanding and entitled to vote.

(b)           At any time, upon written request to the secretary of the Corporation by any person or persons authorized to call a special meeting of stockholders, which written request shall state the purposes for the special meeting, the secretary of the Corporation shall set the place, date and time of the special meeting and shall deliver notice of the special meeting in accordance with section 2.4 hereof.  If the secretary fails to set the place, date and time of the meeting or deliver the notice, the person calling the meeting may do so.

(c)           Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

2.4          Notice and Purpose of Meetings; Waiver.

(a)           Written notice stating the place, date and time of meetings of stockholders and, in case of a special meeting of stockholders, the purpose or purposes for which the meeting is called, shall be delivered to each stockholder of record entitled to vote at the meeting at his or her address of record, at least ten (10) but not more than sixty (60) days prior to the date of the meeting.  If mailed, the notice shall be deemed to be delivered when deposited in the United States mail, postage prepaid, directed to the stockholder at his or her address as it appears on the stock transfer books of the Corporation.

(b)           No action taken at any meeting of stockholders shall be void because the action was not specified as a purpose of the meeting in the applicable notice of the meeting provided the meeting is not a special meeting and if, in the notice of the meeting, it is stated that the purpose of the meeting shall also be to consider all other matters which could properly be brought before the meeting.

(c)           Whenever the language of a proposed resolution is included in a written notice of a meeting of stockholders, that resolution may be adopted at that meeting with any deletions, additions, modifications and amendments as are deemed appropriate by the vote of the requisite number of shares of the Corporation present at the meeting, either in person or by proxy; provided, however, that those deletions, additions, modifications and amendments will not materially alter or modify the original purpose of the resolution without further notice to stockholders not present in person or proxy.

2.5          Voting List, Right to Examine.  The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order with the address of and number of voting shares registered in the name of each stockholder.  The list shall be open for ten (10) days to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of meeting, or, if not so specified, at the place where the meeting is to be held, and shall be produced and kept open at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.  The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list of stockholders or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

2.6          Adjournments.  Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken.  At the adjourned meeting the Corporation may transact any business that might have been transacted at the original meeting.  If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

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2.7          Quorum.  Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, at each meeting of stockholders the presence in person or by proxy of the holders of shares of stock having a majority of the votes that could be cast by the holders of all outstanding shares of stock entitled to vote at the meeting shall be necessary and sufficient to constitute a quorum.  If, however, the quorum shall not be present or represented at any meeting of stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time in the manner provided in section 2.6 hereof without notice other than announcement at the meeting if the adjournment is not for more than thirty (30) days and a new record date is not fixed for the adjourned meeting, until a quorum shall be present or represented.  If a quorum shall be present or represented at the adjourned meeting, any business may be transacted that might have been transacted at the original meeting.

2.8          Voting.

(a)           When a quorum is present at any meeting, the affirmative vote of the holders of shares of stock having a majority of the votes that could be cast by the holders of all shares of stock entitled to vote thereon that are present at such meeting, either in person or by proxy, shall decide any question brought before the meeting, unless the question is one upon which by express provision of the statutes, the Certificate of Incorporation or these Bylaws a different vote is required, in which case the express provision shall govern and control the decision of the question.

(b)           Subject to the provisions of the Certificate of Incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of the capital stock having voting power held by the stockholder.

(c)           Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for him or her by proxy, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period.  A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power.  A stockholder may revoke any proxy that is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with the secretary of the Corporation.

(d)           The vote on any matter, including the election of directors, need not be by written ballot.

2.9          Judges of Election.

(a)           Before any meeting of stockholders, the board of directors may appoint judges of election, who need not be stockholders, to act at that meeting or any adjournment thereof.  If judges of election are not so appointed, the chairman of the meeting shall appoint judges of election upon the demand of any stockholder or his or her proxy present at the meeting and before voting begins.  The number of judges of election shall be either one (1) or, upon demand of a stockholder, three (3), as to be determined in the case of judges of election appointed

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by a vote of the majority of the shares of the voting common stock of the Corporation present and entitled to vote at the meeting, whether in person or by proxy.  If there are three (3) judges of election, the decision, act or certification of a majority of those judges shall be effective in all respects as the decision, act or certification of all.

(b)           No person who is a candidate for an office to which the election relates may act as a judge of election.

(c)           In case any person appointed as a judge of election fails to appear or fails or refuses to act, the vacancy may be filled by appointment made by the board of directors before the meeting is convened, or by the chairman of the meeting during a meeting.

(d)           If judges of election are appointed pursuant to this section 2.9, they shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, the authenticity, and the validity and effect of proxies.  The judges of election shall also receive votes or ballots, hear and determine all challenges and questions in any way arising in connection with the right to vote, count and tabulate all votes, determine the result, and do those other acts as may be proper to conduct and tally the vote or election with fairness to all stockholders.

(e)           On request of the chairman of the meeting or of any stockholder or his or her proxy, the judges of election shall make a report in writing of any challenge or question or matter determined by them, and execute a certificate setting forth any fact found by them.

2.10        Consent of Stockholders in Lieu of Meeting.  Whenever the vote of stockholders at a meeting thereof is required or permitted to be taken for or in connection with any corporate action by any provisions of the statutes, the meeting and vote of stockholders may be dispensed with if all the stockholders who would have been entitled to vote, or less than all but not less than the holders of a majority of the stock entitled to vote upon the action if the meeting were held, shall consent in writing to the corporate action being taken, provided that the written consent shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all shares entitled to vote thereon were present and voted, and provided that prompt notice must be given to all stockholders of the taking of corporate action without a meeting and by less than unanimous written consent.

ARTICLE III

BOARD OF DIRECTORS

3.1          Powers.  The business and affairs of the Corporation shall be managed by or under the direction of its board of directors which shall exercise all the powers of the Corporation and do all the lawful acts and things as are not by statute or by the Certificate of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders.

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3.2          Number, Term of Office and Vacancies.

(a)           The board of directors shall consist of not less than one (1) nor more than fifteen (15) members.  The number of directors may be increased or decreased from time to time by resolution of the board of directors, but no decrease in the number of directors shall change the term of any director in office at the time thereof.  The directors shall be elected at the annual meeting of stockholders, except as provided in paragraph (b) of this section, and each director shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal.  Any director may resign at any time upon written notice to the corporation.  Directors need not be stockholders.

(b)           Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, and each of the directors so chosen shall hold office until the next annual election and until his or her successor is elected and qualified or until his or her earlier resignation or removal.

(c)           Any director or the entire board of directors may be removed, with or without cause, at any time by the holders of a majority of the shares then entitled to vote at an election of directors, and the vacancy in the board of directors caused by the removal may be filled by the stockholders at the time of the removal.

3.3          Annual Organizational Meeting.  The first meeting of each newly elected board of directors shall be held within thirty (30) days after the adjournment of the annual meeting of stockholders.  No notice of the meeting shall need be given to the directors in order to legally constitute the meeting, provided a quorum shall be present and provided the organizational meeting is held generally at the time and at the place of the meeting of stockholders at which the board of directors were elected.  In the event the meeting is not so held, the meeting may be held at the time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors.

3.4          Regular and Special Meetings.  The board of directors of the Corporation or any committee thereof may hold meetings, both regular and special, either within or without the State of Delaware.  Regular meetings of the board of directors may be held without notice at the time and at the place as shall from time to time be determined by the board of directors.  Special meetings of the board of directors may be called by the president, and the president or the secretary shall call a special meeting upon request of two directors.  If given personally, by telephone, facsimile or telegram, the notice shall be given at least the day prior to the meeting.  Notice may be given by mail if it is mailed at least three (3) days before the meeting.  The notice need not specify the business to be transacted.  In the event of an emergency which in the judgment of the president requires immediate action, a special meeting may be convened without notice, consisting of those directors who are immediately available in person or by telephone and can be joined in the meeting in person or by conference telephone.  The actions taken at the meeting shall be valid if at least a quorum of the directors participates either personally or by conference telephone.

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3.5          Quorum; Interested Directors.

(a)           At meetings of the board of directors, a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors.  If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

(b)           No contract or transaction shall be void or voidable solely because the contract or transaction is between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest; nor shall any contract or transaction be void or voidable solely because the director or officer is present at or participates in the meeting of the board of directors or committee thereof which authorizes the contract or transaction, or solely because his, her or their votes are counted for the purpose, if:

(i)            the material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board of directors or committee in good faith authorizes the contract or transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or

(ii)           the material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or

(iii)         the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the board of directors, a committee thereof, or the stockholders.

(c)           Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee that authorizes the contract or transaction.

3.6          Committees.

(a)           The board of directors may, by resolution passed by a majority of the whole board of directors, designate one or more committees of the board of directors, each committee to consist of one or more of the directors of the Corporation, which, to the extent provided by law and in the resolution, shall have and may exercise the powers of the board of directors in the management of the business and affairs of the Corporation, which power shall not include the power and authority to (1) declare a dividend; (2) authorize the issuance of stock; (3) amend the Certificate of Incorporation; (4) adopt an agreement of merger or consolidation; (5) recommend to the stockholders the sale, lease or exchange of all or substantially all the

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Corporation’s property or assets; (6) recommend to the stockholders a dissolution of the Corporation or a revocation of a dissolution; or (7) amend the Bylaws of the Corporation.  The committee or committees shall have the name or names as may be determined from time to time by resolution adopted by the board of directors.

(b)           Unless the board of directors designates one or more directors as alternate members of any committee, who may replace an absent or disqualified member at any meeting of the committee, the members of any committee present at any meeting and not disqualified from voting may, whether or not they constitute a quorum, unanimously appoint another member of the board of directors to act at the meeting in the place of any absent or disqualified member of the committee.  At meetings of any committee, a majority of the members or alternate members of the committee shall constitute a quorum for the transaction of business and the act of a majority of members or alternate members present at any meeting at which there is a quorum shall be the act of the committee.

(c)           The committees shall keep regular minutes of their proceedings.

3.7          Action of Directors in Lieu of Meeting.  Any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting if a written consent thereto is signed by all members of the board of directors or of the committee, as the case may be, and the written consent is filed with the minutes of proceedings of the board of directors or committee.

3.8          Attendance Via Telecommunications.  The members of the board of directors or any committee thereof may participate in a meeting of the board of directors or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.  The participation shall constitute presence in person at the meeting for purposes of determining a quorum and for voting.

3.9          Compensation.  The directors may be paid their expenses of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors and/or a stated salary as director.  No payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.  Members of special or standing committees may be allowed like reimbursement and compensation for attending committee meetings.

ARTICLE IV

NOTICE - WAIVERS - MEETINGS

4.1          Notice, What Constitutes.  Whenever written notice is required to be given to any person under the provisions of the Certificate of Incorporation, these Bylaws, or the General Corporation Law of the State of Delaware, as amended from time to time (the “GCL”), it may be given to that person, either personally or by sending a copy thereof through the mail, or by telegraph, charges prepaid, or by facsimile to his or her address appearing on the books of the Corporation, or supplied by him or her in writing to the Corporation for the purpose of notice.  Except as otherwise expressly set forth in the Certificate of Incorporation, these Bylaws, or the

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GCL, if the notice is sent by mail, it shall be deemed to have been given to the person entitled thereto forty-eight (48) hours after it is deposited in the United States mail, postage prepaid, return receipt requested, or, if sent by telegraph, twenty-four (24) hours after it is deposited with a telegraph office for transmission to the person entitled thereto, or, if sent by facsimile, twelve (12) hours after it has been transmitted to the person, as the applicable case may be,

4.2          Waiver of Notice.

(a)           Whenever any written notice is required to be given under the provisions of the Certificate of Incorporation, these Bylaws, or the GCL, as amended from time to time, a waiver thereof in writing, signed by the person or persons entitled to the notice, whether before or after the time stated herein, shall be deemed equivalent to the giving of the notice.

(b)           Attendance of a person (in the case of a stockholder, either in person or by proxy) at any meeting shall constitute a waiver of notice of the meeting, except when a person attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.

ARTICLE V

OFFICERS

5.1          Number, Qualifications and Resignation.  The officers of the Corporation shall be chosen by the board of directors at its first meeting, and thereafter after each annual meeting of stockholders.  The officers to be elected shall include a president, a vice president, a secretary and a treasurer.  The board of directors may also choose a chief executive officer and one or more vice presidents and additional officers or assistant officers as it may deem advisable.  Any number of offices may be held by the same person, except the offices of president and secretary.  Officers may, but need not, be directors or stockholders of the Corporation.  The board of directors may elect from among the members of the board of directors a chairman of the board of directors and a vice-chairman of the board of directors who shall not be considered officers of the Corporation unless the board of directors specifically designates them as officers at the time of election, or at any time thereafter.

5.2          Term of Office.  The officers of the Corporation shall hold office at the pleasure of the board of directors.  Each officer shall hold his or her office until his or her successor is elected and qualified or until his or her earlier resignation or removal.  Any officer may resign at any time upon written notice to the Corporation.  Any officer elected or appointed by the board of directors may be removed at any time by the board of directors, with or without cause.  Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise shall be filled by the board of directors.

5.3          Subordinate Officers, Committees and Agents.  The board of directors may elect any other officers and appoint any committees, employees or other agents as it desires who shall hold their offices for the terms and shall exercise the powers and perform the duties as shall be determined from time to time by the board of directors as may be required by the business of

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the Corporation.  The directors may delegate to any officer or committee the power to elect subordinate officers and retain or appoint employees or other agents.

5.4          The President.  The president shall preside at all meetings of stockholders, shall have general and active management of the business of the Corporation, and shall see that all orders and resolutions of the board of directors are carried into effect.  The president shall execute on behalf of the Corporation and may affix the seal or cause the seal to be affixed to all instruments requiring the execution, except to the extent the signing and execution thereof shall be expressly delegated and authorized by the board of directors to some other officer or agent of the Corporation.

5.5          The Vice President.  The vice president or vice presidents, as the case may be, shall act under the direction of the president and in the absence or disability of the president shall perform the duties and exercise the powers of the president.  They shall perform the other duties and have the other powers as the president or the board of directors may from time to time prescribe.  The board of directors may designate one or more executive vice presidents or may otherwise specify the order of seniority of the vice presidents, and in that event, the duties and powers of the president shall descend to the vice presidents in the specified order of seniority.

5.6          The Secretary.  The secretary shall act under the direction of the president.  Subject to the direction of the president the secretary shall attend all meetings of the board of directors and all meetings of stockholders and record the proceedings in a book to be kept for that purpose and shall perform like duties for the committees designated by the board of directors when required.  The secretary shall give, or cause to be given, notice of all meetings of stockholders and special meetings of the board of directors, and shall perform the other duties as may be prescribed by the president or the board of directors or as are incident to his or her office.  The secretary shall keep in safe custody the seal of the Corporation, if one exists, and cause it to be affixed to any instrument requiring it.

5.7          The Assistant Secretaries.  The assistant secretaries in the order of their seniority, unless otherwise determined by the president or the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary.  They shall perform the other duties and have the other powers as the president or the board of directors may from time to time prescribe.

5.8          The Treasurer.  The treasurer shall act under the direction of the president.  Subject to the direction of the president the treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in the depositories as may be designated by the board of directors.  The treasurer shall disburse the funds of the Corporation as may be ordered by the president or the board of directors, taking proper vouchers for the disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his or her transactions as treasurer and of the financial condition of the Corporation.  The treasurer shall perform such other duties as may be prescribed by the president or the board of directors or as are incident to his or her office.

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5.9          The Assistant Treasurers.  The assistant treasurers in the order of their seniority, unless otherwise determined by the president or the board of directors, shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer.  They shall perform the other duties and have the other powers as the president or the board of directors may from time to time prescribe.

5.10        The Chairman of the Board of Directors.  The chairman of the board of directors or in his or her absence, the president, shall preside at all meetings of the board of directors and shall perform all other duties as may from time to time be requested of him or her by the board of directors.

5.11        The Chief Executive Officer.  The board of directors may designate a chief executive officer who shall perform all other duties as from time to time may be requested of him or her by the board of directors.  In the absence of the designation, the president shall serve as the chief executive officer.

ARTICLE VI

CERTIFICATES OF STOCK

6.1          Issuance.  The interest of each stockholder in the Corporation shall be evidenced by certificates for shares of stock.  The share certificates of the Corporation shall be numbered and registered in the share ledger and transfer books of the Corporation as they are issued.  They shall be signed by the president or a vice president and by the secretary or an assistant secretary or the treasurer or an assistant treasurer, and may bear the corporate seal, which may be a facsimile, engraved or imprinted; but where the certificate is signed by a transfer agent or a registrar, the signature of any corporate officer upon the certificate may be a facsimile, engraved or printed.  In case any officer who has signed or whose facsimile signature has been placed upon any share certificate shall have ceased to be an officer because of death, resignation or otherwise before the certificate is issued, it may be issued by the Corporation with the same effect as if the officer had not ceased to be an officer because of death, resignation or otherwise as of the date of its issue.

6.2          Subscriptions for Shares.  Unless the subscription agreement provides otherwise, subscriptions for shares, regardless of the time when they are made, shall be paid at that time as shall be specified by the board of directors.  All calls for payments on subscriptions shall carry the same terms with regard to all shares of the same class.

6.3          Transfers.  Transfers of shares of the capital stock of the Corporation shall be made on the books of the Corporation by the registered owner thereof, or by his or her duly authorized attorney, with a transfer clerk or transfer agent appointed as provided in section 6.7 hereof, and upon surrender of the certificate or certificates for the shares properly endorsed and with all taxes thereon paid.

6.4          Share Certificate.  Certificates for shares of the Corporation shall be in the form provided by statute and approved by the board of directors.  The share record books and the blank share certificate books shall be kept by the secretary of the Corporation or by any agency

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designated by the board of directors for that purpose.  Every certificate exchanged or returned to the Corporation shall be marked “Cancelled,” with the date of cancellation noted thereon.

6.5          Record Holder of Shares.  The Corporation shall be entitled to treat the person in whose name any share or shares of the Corporation stand on the books of the Corporation as the absolute owner thereof, and shall not be bound to recognize any equitable or other claim to, or interest in, the share or shares on the part of any other person.  However, if any transfer of shares is made only for the purpose of furnishing collateral security, and that fact is made known to the secretary of the Corporation, or to the Corporation’s transfer clerk or transfer agent, an entry of the transfer shall record that fact.

6.6          Lost, Destroyed, Mutilated or Stolen Certificates.  The holder of any shares of the Corporation shall immediately notify the Corporation of any loss, destruction, mutilation or theft of the certificate therefor, and the board of directors may, in its discretion, cause a new certificate or certificates to be issued to him or her, in case of mutilation of the certificate, upon the surrender of the mutilated certificate, or, in case of loss, destruction or theft of the certificate, upon satisfactory proof of the loss, destruction or theft, and, if the board of directors shall so determine, the submission of a properly executed lost security affidavit and indemnity agreement, or the deposit of a bond in the form and in the sum, and with the surety or sureties, as the board of directors directs.

6.7          Transfer Agent and Registrar.  The board of directors may appoint one (1) or more transfer agents or transfer clerks and one (1) or more registrars, and may require all certificates for shares to bear the signature or signatures of any of them.

6.8          Record Date.  In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which record date shall not be more than sixty (60) nor less than ten (10) days before the date of the meeting and not more than sixty (60) days prior to any other action.  A determination of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

ARTICLE VII

INDEMNIFICATION

7.1          Right to Indemnification.  The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”), by reason of the fact that he or she or a person for whom he or she is the legal representative, is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another

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corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans (an “indemnitee”), against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such indemnitee.  The Corporation shall not be obligated to indemnify an indemnitee (a) with respect to a proceeding (or part thereof) initiated or brought voluntarily by such indemnitee and not by way of defense; (b) for any amounts paid in settlement of an action indemnified against by the Corporation without the proper written consent of the Corporation; or (c) in connection with any event in which the indemnitee did not act in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Corporation.

7.2          Prepayment of Expenses.  The Corporation shall pay the expenses (including attorneys’ fees) incurred by an indemnitee in defending any proceeding in advance of its final disposition, provided, however, that the payment of expenses incurred by a director or officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the director or officer to repay all amounts advanced if it should be ultimately determined that the director or officer is not entitled to be indemnified under this Article or otherwise.

7.3          Claims.  If a claim for indemnification or payment of expenses under this Article is not paid in full within sixty (60) days after a written claim therefor by the indemnitee has been received by the Corporation, the indemnitee may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim.  In any such action the Corporation shall have the burden of proving that the indemnitee was not entitled to the requested indemnification or payment of expenses under applicable law.

7.4          Nonexclusivity of Rights.  The rights conferred on any person by this Article shall not be exclusive of any other rights that such person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, these Bylaws, agreement, vote of stockholders or disinterested directors or otherwise.

7.5          Other Indemnification.  The Corporation’s obligation, if any, to indemnify any person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust, enterprise or nonprofit enterprise.

7.6          Amendment or Repeal.  Any repeal or modification of the foregoing provisions of this Article shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

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ARTICLE VIII

AMENDMENTS

8.1          Amendments by Stockholders.  The Bylaws may be amended by the stockholders at any annual or special meeting of stockholders, provided notice of intention to amend shall have been contained in the notice of the meeting.

8.2          Amendments by Directors.  The board of directors by a two-thirds (2/3) vote of the whole board of directors at any meeting may amend these Bylaws, including Bylaws adopted by the stockholders, provided the stockholders may from time to time specify particular provisions of the Bylaws that shall not be amended by the board of directors.

ARTICLE IX

MISCELLANEOUS

9.1          Reserves.  There may be set aside out of any funds of the Corporation available for dividends the sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for the purchase of additional property, or for such other purpose or purposes as the directors shall think conducive to the interest of the Corporation, and the directors may modify or abolish any reserve.

9.2          Authorized Signer.  All checks or demands for money and notes of the Corporation shall be signed by the officer or officers or the other person or persons as the board directors may from time to time designate by resolution.

9.3          Fiscal Year.  The fiscal year of the Corporation shall be fixed by resolution of the board of directors.

9.4          Corporate Seal.  The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware.” The seal may be used by causing it or a facsimile thereof to be impressed, affixed or in any other manner reproduced.

9.5          Gender.  Any reference to the masculine, feminine or neuter shall be intended to include all.

9.6          Repeal and Amendment.  These Bylaws may be altered or repealed, and new bylaws made, by the board of directors.

9.7          Severability.  If any provision of these Bylaws shall be held to be invalid, illegal or unenforceable for any reason whatsoever, the validity, legality and enforceability of the remaining provisions of these Bylaws shall not in any way be affected or impaired thereby and to the fullest extent possible, the provisions of these Bylaws shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

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Certification

I hereby certify that the foregoing Bylaws were adopted by unanimous written consent of the board of directors of the Corporation.

/s/ Steven M. Lee

Steven M. Lee, Secretary

14

AMENDMENT TO THE BYLAWS
OF
STARWEST AMBULANCE OF NEVADA, INC.

Pursuant to Article VIII of the Bylaws of STARWEST AMBULANCE OF NEVADA, INC., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), the Corporation hereby certifies that:

ONE:      The Bylaws of the Corporation are hereby ratified and approved in their entirety, and are further amended by this Amendment as follows:

Article VII of the Bylaws is hereby deleted and replaced in its entirety with the following:

“7.1 Limitation of Liability.  To the fullest extent permitted by the Delaware General Corporation Law (the “DGCL”), no person who is or was a director or officer of the Corporation shall be personally liable to the Corporation for monetary damages for breach of fiduciary duty as a director or officer unless, and only to the extent that, such director or officer is liable for acts or omissions which involve fraud, intentional misconduct or a knowing violation of law.  If the DGCL is hereafter amended after approval by the stockholders of this Article VII to authorize corporate action further eliminating or limiting the personal liability of directors or officers then the liability of a director or officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL as so amended.

7.2           Authority to Indemnify.  The Corporation is authorized to provide indemnification of directors and officers for any breach of duty to the Corporation and its stockholders through charter provisions or otherwise in excess of the indemnification otherwise permitted by Section 145 of the DGCL.

7.3           Mandatory Indemnification.  The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts (including those paid in settlement) actually and reasonably incurred by such person in connection with such Proceeding, if such person acted in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that such conduct was unlawful.  The termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such conduct was unlawful.  Notwithstanding the foregoing, the Corporation is not obligated to indemnify any director or officer in connection with any

threatened, pending or completed Proceeding (including any action or suit by or in the right of the Corporation) initiated by such director or officer unless (a) the Proceeding was authorized by the Board of Directors of the Corporation, or (b) the Proceeding is to enforce rights to indemnification under the Certificate of Incorporation or these Bylaws of the Corporation.

7.4           Expenses.  To the extent that a present or former director or officer of the Corporation has been successful on the merits or otherwise in defense of any Proceeding referred to in paragraph (c) of this Article VII, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

7.5           Determination of Standard of Conduct.  Any indemnification under Section 7.3 (unless ordered by a court) shall be promptly made in good faith by the Corporation; provided, that any such indemnification under Section 7.3 shall be made only as authorized in the specific case upon a determination that indemnification of the present or former director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in such paragraph.  Such determination shall be made, with respect to a person who is a director or officer at the time of such determination (i) by a majority vote of the directors who are not parties to such Proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (iv) by the stockholders.

7.6           Prepayment of Expenses.  Expenses (including attorneys’ fees) incurred by an current or former officer or director in defending any Proceeding may be paid by the Corporation in advance of the final disposition of such Proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation as authorized in this Article VII.

7.7           Nonexclusivity of Rights.  The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any law, the Certificate of Incorporation of the Corporation, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office.

7.8           Procurement of Insurance.  The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of Section 145 of the DGCL.

7.9           Meaning of “the Corporation”.  For purposes of this Article VII, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger

which, if its separate existence had continued, would have had power and authority to indemnify its directors and officers so that any person who is or was a director or officer of such constituent corporation, or is or was serving at the request of such constituent corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the position under the provisions of this Article VII with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.

7.10         Continuing Indemnification.  The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VII shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

7.11         Amendment or Repeal.  Any subsequent amendment, repeal or modification of this Article VII shall be prospective and shall not affect the rights under this Article VII in effect at the time of the alleged occurrence of any act or omission to act giving rise to liability or indemnification.”

* * * *

TWO:    This Amendment has been duly adopted in accordance with the provisions of Article VIII of the Bylaws of the Corporation by the Board of Directors of the Corporation.

IN WITNESS WHEREOF, the Corporation has caused this Amendment to be signed by its President this 11th day of June, 2007.

STARWEST AMBULANCE OF NEVADA, INC.
By:	/s/ Robert Ramsey
	Robert Ramsey, President

EX-3.159

Exhibit 3.159

STATE OF ALABAMA

STATEMENT OF CHANGE OF REGISTERED AGENT

OR REGISTERED OFFICE OR BOTH

CHECK ONE:	o FOREIGN CORPORATION
	x DOMESTIC PROFIT CORPORATION

PURSUANT TO THE PROVISIONS OF THE ALABAMA BUSINESS CORPORATION ACT, THE UNDERSIGNED CORPORATION SUBMITS THE FOLLOWING STATEMENT FOR THE PURPOSE OF CHANGING ITS REGISTERED AGENT, ITS REGISTERED OFFICE, OR BOTH IN THE STATE OF ALABAMA.

State of Incorporation: Alabama

1.	The name of the corporation: MedLife Emergency Medical Service, Inc.
2.	The name of the present registered agent: Linda Swope
3.	The street address of the present registered office: 2155 Halls Mill Road, Mobile, Alabama 36606
4.	The name of its successor registered agent: The Corporation Company
5.	The street address to which its registered office is to be changed (street address of registered agent and registered office must be identical; NO PO BOX): 60 Commerce Street, Suite 1100, Montgomery, AL 36104.
6.	If you are changing the street address of the registered agent, you are required to notify the corporation in writing of the change in the registered agent’s address.
7.	Date: March 7, 1997

MedLife Emergency Medical Service, Inc.

Name of Corporation

William R. Cottick, Secretary

Type or Print Corporate Officer’s Name

and Title

/s/ W. R. Cottick

Signature of Officer

I, The Corporation Company, consent to serve as registered agent to the above named corporation on this, the 7th day of March, 1997.

The Corporation Company
By	/s/ X
	Signature of Registered Agent

ARTICLES OF INCORPORATION

OF

MEDLIFE EMERGENCY MEDICAL SERVICE, INC.

The undersigned, acting as incorporators of a corporation under the Code of Alabama, adopt the following Articles of Incorporation for such corporation:

FIRST: The name of the corporation is MedLife Emergency Medical Service, Inc.

SECOND: The period of its duration is perpetual.

THIRD: The purpose or purposes for which the corporation is organized are: the transaction of any or all lawful business for which corporations may be incorporated under Alabama Code, 1975, Title 10, Chapter 2B.

FOURTH: The aggregate number of shares which the corporation shall have authority to issue is 1,000 shares of common stock at a par value of $1.00 per share.

FIFTH: Provisions for the regulation of the internal affairs of the corporation are: None.

SIXTH: The address of the initial registered office of the corporation is 2155 Halls Mill Road, Mobile, Alabama, 36606, and the name of its initial registered agent at such address is Linda Swope.

SEVENTH: The number of directors constituting the initial board of directors of the corporation is 2 and the names and addresses of the persons who are to serve as directors until the first annual meeting of the shareholders or until their successors are elected and shall qualify are:

Name	Address
DALE A. SWOPE	2155 Halls Mill Road
	Mobile, Alabama 36606
LINDA SWOPE	2155 Halls Mill Road
	Mobile, Alabama 36606

EIGHTH: The name and address of each incorporator is:

Name	Address
LINDA SWOPE	2155 Halls Mill Road
	Mobile, Alabama 36606

Dated Jan. 19th, 1996.

/s/ Linda Swope

LINDA SWOPE

THIS INSTRUMENT PREPARED BY:

C. Michael Smith

PAUL & SMITH, P.C.

150 South Dearborn

Street Mobile,

Alabama 36602

STATE OF ALABAMA

STATEMENT OF CHANGE OF REGISTERED AGENT
REGISTERED OFFICE OR BOTH

Check One:	o FOREIGN CORPORATION
	x DOMESTIC PROFIT CORPORATION

PURSUANT TO THE PROVISIONS OF THE ALABAMA BUSINESS CORPORATION ACT, THE UNDERSIGNED CORPORATION SUBMITS THE FOLLOWING STATEMENT FOR THE PURPOSE OF CHANGING ITS REGISTERED AGENT, ITS REGISTERED OFFICE, OR BOTH IN THE STATE OF ALABAMA.
STATE ID#:  716-963

State of Incorporation:  Alabama

1.  The name of the corporation:
MEDLIFE EMERGENCY MEDICAL SERVICE, INC

2.  The name of the present registered agent
The Corporation Company

3.  The street address of the present registered office:
2000 Intestate Park Drive, Suite 204, Montgomery, AL 36109

4.  The name of its successor registered agent:
CSC-Lawyers Incorporating Service Incorporated

5.  The street address (NO PO BOX) to which the registered office is to be changed (street address of registered agent and registered office must be identical):

150 South Perry Street, Montgomery, AL 36104
Street Number, Street Name	City, State and Zip Code

6.If you are changing the street address of the registered agent, you are required to notify the corporation in writing of the change in the registered agent’s address.

7.   Date: 2-10-06

MEDLIFE EMERGENCY MEDICAL SERVICE, INC.

Name of Corporation

/s/ Randy Owen, Chief Financial Officer & VP

Type or Print Certificate Officer’s Name and Title

/s/ Randy Owen

Signature of Officer

I, CSC-Lawyers Incorporating Service Incorporated, consent to serve as registered agent to the above named corporation on this the 20th day of FEB, 2006.   CSC-Lawyers Incorporating Service Incorporated

By:	/s/ Elizabeth A. Dawson
	Signature of Registered Agent
	Elizabeth A. Dawson, Asst. Vice President

MAIL ORIGINAL APPLICATION WITH THE FILING FEE OF $5.00 TO:
SECRETARY OF STATE, CORPORATIONS DIVISION, PO BOX 5616, MONTGOMERY, ALABAMA 36103-5616

EX-3.160

Exhibit 3.160

BY-LAWS

OF

MEDLIFE EMERGENCY MEDICAL SERVICE, INC.

Article I. Offices

The principal office of the corporation in the State of Alabama shall he located in the City of Mobile, Mobile County. The corporation may have such other offices, either within or without the State of Alabama, as the board of directors may designate or as the business of the corporation may require from time to time.

The registered office of the corporation, required by the Alabama Business Corporation Act to be maintained in the State of Alabama may be, but need not me, identical with the principal office in the State of Alabama, and the address of the registered office may be changed from time to time by the board of directors.

Article II. Shareholders

Section 1. Annual Meeting. The annual meeting of the shareholders shall be held on January 19th of each year, beginning with next year at 4:30’clock P.M., or at such other time on such other day within such month as shall be fixed by the board of directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of Alabama, such meeting shall be held on the next succeeding business day. If the election of directors shall not be held on the day designated herein for any annual meeting of the shareholders, or at any adjournment thereof, the board of directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as conveniently may be.

Section 2. Special Meetings. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the president or by the board of directors, and shall be called by the president at the request of the holders of not less than one-tenth of all outstanding shares of the corporation entitled to vote at a meeting.

Section 3. Place of Meeting. The board of directors may designate any place, either within or without the State of Alabama, as the place of meeting for any annual meeting or for any special meeting called by the board of directors. A waiver of notice signed by all shareholders entitled to vote at a meeting may designate any place, either within or without the State of Alabama, as the place for the holding of such meeting. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the corporation in the State of Alabama.

Section 4. Notice of Meeting. Written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall, unless otherwise prescribed by statute, be

delivered not less than ten nor more than fifty days

before the date of the meeting, either personally or by mail, by or at the direction of the president, or the secretary, or the officer or other persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the stock transfer books of the corporation, with postage thereon prepaid. Notwithstanding the provisions of this section, the stock or bonded indebtedness of the corporation shall not be increased at a meeting unless notice of such meeting shall have been given as may be required by section 234 of the Constitution of Alabama as the same may be amended from time to time.

Section 5. Closing of Transfer Books or Fixing of Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or the shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the board of directors of the corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting. In lieu of closing the stock transfer books, the board of directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the board of directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders, entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof except where the determination has been made through the closing of the stock transfer books and the stated period of closing has expired.

Section 6. Voting Record. The officer or agent having charge of the stock transfer books for shares of the corporation shall make, at least ten (10) days before each meeting of shareholders, a complete list of the shareholders entitled to vote at each meeting of shareholders or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. For a period of ten days prior to any meeting of shareholders, such list shall be kept on file at the principal office of the corporation and shall be subject to inspection by any shareholder making written request therefor at any time during usual business hours. The list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting.

Section 7. Quorum. A majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at a meeting as originally noticed. The shareholder

present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 8. Proxies. At all meetings of shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the secretary of the corporation before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

Section 9. Voting of Shares. (Subject to the provisions of Section 12 of this Article II.) Each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

Section 10. Voting of Shares by Certain Holders. Shares standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent or proxy as the by-laws of such other corporation may prescribe, or, in the absence of such provision, as the board of directors of such other corporation may determine.

Shares held by an administrator, executor, guardian or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name and no corporate trustee shall be entitled to vote in the election of directors shares held by it solely in a fiduciary capacity if such shares are shares issued by the corporate trustee itself.

Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

Neither treasury shares of its own stock held by the corporation, nor shares held by another corporation if a majority of the shares entitled to vote for the election of directors of such other corporation is held by the corporation, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time.

Section 11. Informal Action by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

Section 12. Cumulative Voting. At each election for directors every shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has a right to vote, or to cumulate his votes by giving one candidate as many votes as the number of

such directors multiplied by the number of his shares shall equal, or by distributing such votes on the same principle among any number of such candidates.

Article III. Board of Directors

Section 1. General Powers. The business and affairs of the corporation shall be managed by its board of directors.

Section 2. Number, Tenure and Qualifications. The number of directors of the corporation shall be two. Each director shall hold office until the next annual meeting of shareholders and until his successor shall have been elected and qualified, Directors need not be residents of the State of Alabama or shareholders of the corporation.

Section 3. Regular Meetings. A regular meeting of the board of directors shall be held without other notice than this by-law immediately after, and at the same place as, the annual meeting of shareholders. The board of directors may provide, by resolution, the time and place, either within or without the State of Alabama, for the holding of additional regular meetings without other notice than such resolution.

Section 4. Special Meetings. Special meetings of the board of directors may be called by or at the request of the president or any two directors.

Section 5. Place of Meeting. The board of directors may designate any place, either within or without the State of Alabama, as the place of meeting for any regular or special meeting of the board of directors. Members of the board of directors may participate in a meeting of such board by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at a meeting.

Section 6. Notice. Notice of any special meeting shall be given at least two days previously thereto by written notice delivered personally or mailed to each director at his business address, or by telegram. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.

Section 7. Quorum. A majority of the number of directors fixed by Section 2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the board of directors, but if less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

If a quorum is present when the meeting is convened, the directors present may continue to do business, taking action by a vote of a majority of a quorum, until adjournment, notwithstanding

the withdrawal of enough directors to leave less than a quorum present, or the refusal of any director present to vote.

Section 8. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors.

Section 9. Action Without a Meeting. Any action required or permitted to be taken by the board of directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

Section 10. Vacancies. Any vacancy occurring in the board of directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the board of directors. A director elected to fill a vacancy shall be elected to serve until the next annual meeting of shareholders. Any directorship to be filled by reason of an increase in the number of directors shall be filled by election at an annual meeting or at a special meeting of shareholders called for that purpose.

Section 11. Compensation. By resolution of the board of directors, each director may be paid his expenses, if any, of attendance at each meeting of the board of directors, and may be paid a stated salary as director or a fixed sum for attendance at each meeting of the board of directors or both. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

Section 12. Presumption of Assent. A director of the corporation who is present at a meeting of the board of directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

Article IV. Officers

Section 1. Number. The officers of the corporation shall be a president and a secretary, both of whom shall be elected by the board of directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the board of directors. Any two or more offices may be held by the same person.

Section 2. Election and Term of Office. The officers of the corporation to be elected by the board of directors shall be elected annually by the board of directors at the first meeting of the board of directors held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

Section 3. Removal. Any officer or agent may be removed by the board of directors whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall

be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the board of directors for the unexpired portion of the term.

Section 5. President. The president shall be the principal executive officer of the corporation, and subject to the control of the board of directors, shall in general supervise and control all of the business and affairs of the corporation. He shall, when present, preside at all meetings of the shareholders and of the board of directors. He may sign, with the secretary or any other proper officer of the corporation thereunto authorized by the board of directors, certificates for shares of the corporation and deeds, mortgages, bonds, contracts, or other instruments which the board of directors has authorized to be executed, except in the cases where the signing and execution thereof shall be expressly delegated by the board of directors or by these By-laws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the board of directors from time to time.

Section 6. Vice-presidents. In the absence of the president or in the event of his death, inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. Any vice-president may sign, with the secretary or any other proper officer of the corporation thereunto authorized by the board of directors, certificates for shares of the corporation; and shall perform such other duties as from time to time may be assigned to him by the president or by the board of directors.

Section 7. The Secretary. The secretary shall: (a) keep the minutes of the proceedings of the shareholders and of the board of directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these By-laws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents the execution of which on behalf of the corporation under its seal is duly authorized; (d) keep a register of the post office address of each shareholder which shall be furnished to the secretary by such shareholder; (e) sign with the president, any vice-president, or the treasurer, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the board of directors; (f) have general charge of the stock transfer books of the corporation; and (g) in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him by the president or by the board of directors.

Section 8. The Treasurer. The treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; (b) receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of Article V of these By-laws; and (c) in general perform

all of the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him by the president or by the board of directors. The treasurer may sign, with the secretary or any other proper officer of the corporation thereunto authorized by the board of directors, certificates for shares of the corporation. If required by the board of directors, the treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the board of directors shall determine.

Section 9. Assistant Secretaries and Assistant Treasurers. The assistant secretaries or assistant treasurers, when authorized by the board of directors, may sign with the president, any vice-president or the treasurer, certificates for shares of the corporation the issuance of which shall have been authorized by a resolution of the board of directors. The assistant treasurers shall respectively, if required by the board of directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the board of directors shall determine. The assistant secretaries and assistant treasurers, in general, shall perform such duties as shall be assigned to them by the secretary or the treasurer, respectively, or by the president or the board of directors.

Section 10. Salaries. The salaries of the officers shall be fixed from time to time by the board of directors and no officers shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation.

Article V. Contracts, Loans, Checks and Deposits

Section 1. Contracts. The board of directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the board of directors. Such authority may be general or confined to specific instances.

Section 3. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the board of directors.

Section 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as-the board of directors may select.

Article VI. Certificates for Shares

Section 1. Certificates for Shares. Certificates representing shares of the corporation shall be in such form as shall be determined by the board of directors. Such certificates shall be signed by the president and by the secretary and sealed with the corporate seal or a facsimile thereof. The signatures of such officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of a transfer agent or a registrar, other than the corporation itself or one of its employees. Each certificate for shares shall be consecutively numbered or otherwise identified.

The name and address of the person to whom the shares represented thereby are issued, with the number and class of shares and the date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the corporation as the board of directors may prescribe.

Section 2. Lost, Stolen, Destroyed or Mutilated Certificates. No certificate for shares or stock in the corporation shall be issued in place of any certificate alleged to have been lost, destroyed or stolen, except on production of such evidence of such loss, destruction or theft as the board of directors may in its discretion require, and on deliver to the corporation, if the board of directors shall so require, of a bond of indemnity, upon such terms and secured by such surety as the board of directors may in its discretion require.

Section 3. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of authority duly executed and filed with the secretary of the corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes.

Article VII. Fiscal Year

The fiscal year of the corporation shall begin on the 1st day of January and ends on the 31st day of December in each year.

Article VIII. Dividends

The board of directors may, from time to time declare and the corporation may pay dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation.

Article IX. Corporate Seal

The board of directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation and the words “Corporate Seal.”

Article X. Waiver of Notice

Whenever any notice is required to be given to any shareholder or director of the corporation under the provisions of these By-laws or the provisions of the Articles of Incorporation or under the provisions of the Constitution of Alabama or the Alabama Business Corporation Act, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

Article XI. Amendments

These By-laws may be altered, amended or repealed and new By-laws may be adopted by the board of directors provided, however, that the board of directors may not alter, amend or repeal any by-law establishing what constitutes a quorum at shareholders meetings.

Date	/s/ Dale A. Swope
	DALE A. SWOPE, Secretary

EX-3.161

Exhibit 3.161

ARTICLES OF INCORPORATION

OF

ALEXANDER AMBULANCE SERVICE, INC.

The undersigned incorporator desiring to form a corporation (hereinafter referred to as the “Corporation”) pursuant to the provisions of the Indiana General Corporation Act (Medical Professional Corporation Act/Dental Professional Corporation Act/Professional Corporation Act of 1965), as amended (hereinafter referred to as the “Act”), execute the following Articles of Incorporation.

ARTICLE I

Name

The name of the Corporation is Alexander Ambulance Service, Inc.

ARTICLE II

Purposes

The purposes for which the Corporation is formed are:

1. To operate an ambulance service.

2. To own, operate, lease and license ambulances, emergency vehicles, automobiles and trucks.

3. To operate a Paramedic service.

4. To deal in personal property. To acquire (by purchase, exchange, lease, hire or otherwise), hold, mortgage, pledge, hypothecate, exchange, sell, deal in and dispose of, alone or in syndicates or otherwise in conjunction with others, commodities and other personal property of every kind, character and description whatsoever and wheresoever situated, and any interest therein.

5. To deal in real property. To acquire (by purchase, exchange, lease, hire or otherwise), hold, own, improve, manage, operate, lease as lessee, let as lessor, sell, convey or mortgage, either alone or in conjunction with others, real estate of every kind, character and description whatsoever and wheresoever situated, and any interest therein.

6. To act as agent. To act in any state in which the Corporation is qualified to do business, as agent or representative for any individual, association, corporation or legal entity, respecting business which the Corporation is authorized to transact.

7. To make contracts. To enter into, make, perform and carry out, or cancel and rescind, contracts for any lawful purposes pertaining to the business of the corporation.

8. To raise funds. To borrow or raise money for any of the purposes of the Corporation, and, from time to time, without limit as to amounts, to draw, make, accept, endorse, execute and issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures and other negotiable or non-negotiable instruments and evidences of indebtedness, and to secure the payment thereof, and the interest thereon, by mortgage on, or pledge, conveyance, or assignment in trust of, the whole or any part, of the assets of the Corporation, real, personal or mixed, including contract rights, whether at the time owned or thereafter acquired, and to sell, pledge, or otherwise dispose of such securities or other obligations of the Corporation for its corporate purposes.

9. To deal in its own securities. To acquire (by purchase, exchange, lease, hire or otherwise), hold, sell, transfer, reissue or cancel the shares of its own capital stock, or any securities or other obligations of the Corporation, in the manner and to the extent now or hereafter permitted by the laws of Indiana, except that the Corporation shall not use its funds or other assets for the purchase of its own shares of stock when such use would cause any impairment of the capital of the Corporation, and except that shares of its own capital stock beneficially owned by the Corporation shall not be voted directly or indirectly.

10. To deal in securities generally. To purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use and deal in and with, share or other interest in, or obligations of, other individuals, or domestic or foreign corporations, associations, or partnerships, for whatever purpose or purposes formed or operating or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality thereof.

11. To do everything necessary, proper, advisable or convenient for the accomplishment of any of the purposes, or the attainment of any of the objects or the furtherance of any of the powers herein set forth, and to do every other act and thing incidental thereto or connected therewith, which is not forbidden by the laws of the State of Indiana, or by the provisions of these Articles of Incorporation.

ARTICLE III

Period of Existence

The period during which the Corporation shall continue is perpetual.

ARTICLE IV

Resident Agent and Principal Office

Section 1. Resident Agent.

The name and address of the Corporation’s Resident Agent for service of process is Thomas A. Alexander, 4200 Stringtown Road, Evansville, Indiana (47711).

Section 2. Principal Office.

The post office address of the principal office of the Corporation is 4200 Stringtown Road, Evansville, Indiana (47711).

ARTICLE V

Authorized Shares

Section 1. Number of Shares:

A. The total number of shares which the Corporation is to have authority to issue is 1,000.

B. The number of authorized shares which the Corporation designates as having par value is none with a par value of -0-.

C. The number of authorized shares which the Corporation designates as without par value is 1,000.

Section 2. Terms of Shares (if any) :

There shall be one class of capital stock, which shall be designated as Common Capital Stock, all of which shares of stock shall have no par value.

The Board of Directors, by resolution, shall have the right to restrict the sale of the capital stock of the Corporation in any manner that they see fit, consistent with the laws of the State of Indiana; provided, however, notice of such restriction is given on the stock certificates.

Shares of capital stock shall be issued for such consideration, terms and conditions as the Board of Directors by resolution, from time to time, shall determine.

ARTICLE VI

Requirements Prior to Doing Business

The Corporation will not commence business until consideration of the value at least One Thousand Dollars ($1,000.00) has been received for the issuance of shares.

ARTICLE VII

Director(s)

Section 1. Number of Directors:

The initial Board of Directors is composed of three (3) members. The number of directors may be from time to time fixed by the By-Laws of the Corporation at any number. In the absence of a By-Law fixing the number of directors, the number shall be two (2).

Section 2. Names and Post Office Addresses of the Director(s):

The names and post office addresses of the initial Board of Directors of the Corporation are:

Name	Number and Street or Building	City	State	Zip Code
Thomas A. Alexander,	4200 Stringtown Road,	Evansville,	IN	47711
Sheryl Lynn Alexander,	4200 Stringtown Road,	Evansville,	IN	47711

Section 3. Qualifications of Directors (if any):

Directors need not be shareholders of the corporation.

ARTICLE VIII

Incorporator

The name and post office address of the incorporator of the Corporation is:

Name	Number and Street or Building	City	State	Zip Code
Thomas A. Alexander,	4200 Stringtown Road,	Evansville,	IN	47711

ARTICLE IX

Provisions for Regulation of Business

and Conduct of Affairs of Corporation

(“Powers” of the Corporation, its directors or shareholders)

Section 9.01. Meetings of the Directors of the Corporation shall be held at such place, within or without the State of Indiana, as may be specified in the respective notices, or waivers of notice thereof.

Section 9.02. The Board of Directors of the Corporation shall have the power, without the assent or vote of the Shareholders, to make, alter, amend or repeal the Code of By-Laws of the Corporation, but the affirmative vote of a majority of the then members of the Board of Directors shall be necessary to make such Code of By-Laws or to effect any alterations amendment or repeal thereof.

Section 9.03. Any contract or other transaction between the Corporation and one or more of its Directors, or between the Corporation and any firm of which one or more of its Directors are members or employees, or in which they are interested, or between the Corporation and any corporation or association of which one or more of its Directors are stockholders, members, directors, officers or employees, or in which they are interested shall be valid for all purposes, notwithstanding the presence of such director or directors at the meeting of the Board of Directors which acts upon, or in reference to, such contract or transaction and notwithstanding his or their participation in such action, if the fact of such interest shall be disclosed or known to the Board of Directors and the Board of Directors shall authorize, approve and ratify such contract or transaction by a vote of a majority of the Directors present, such interested Director or Directors to be counted in determining whether a quorum is present, but are not to be counted in calculating the majority of such quorum necessary to carry such vote. This Section shall not be construed to invalidate any contract or other transaction which would otherwise be valid under the common and statutory law applicable thereto.

Section 9.04. The Corporation reserves the right to alter, amend or repeal any provisions contained in these Articles of Incorporation in the manner now or hereafter prescribed by the provisions of the Act, or any other pertinent enactment of the General Assembly of the State of Indiana; and all rights and powers conferred hereby on shareholders, directors and officers of the Corporation are subject to such reserved right.

Section 9.05. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if a written consent thereto is signed by all members of the Board of Directors or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board of Directors or such committee.

Section 9.06. The Corporation shall indemnify each person who is or was a director, officer or employee of the Corporation, or of any other corporation which he is serving or served in any capacity at the request of the Corporation, against any and all liability and reasonable expense that may be incurred by him in connection with or resulting from any claim, action, suit or proceeding (whether actual or threatened, brought by or in criminal, administrative, investigative, or in connection with an appeal relating thereto), in which he may become involved, as a party or otherwise, by reason of his being or having been a director, officer or employee of the Corporation or of such other corporation, or by reason of any past or future action taken or not taken in his capacity as such director, officer or employee, whether or not he continues to be such at the time such liability or expense is incurred, provided that such person acted in good faith in what he reasonably believed to be the best interests of the Corporation or such other corporation, as the case may be, and, in addition, in any criminal action or proceedings, had no reasonable cause to believe that his conduct was unlawful. As used in this Article IX, the terms “liability” and “expense” shall include, but shall not be limited to, attorneys’ fees and disbursements and amounts of judgments, fines or penalties against, and amounts paid in settlement by, a director, officer or employee. The termination of any claim, (whether with or without court approval) or conviction or upon a plea of guilty or of nolo contendere, or its equivalent, shall not create a presumption that a director, officer or employee did not meet the standards of conduct set forth in the first sentence of this Section 9.06.

Any such director, officer or employee who has been wholly successful, on the merits or otherwise, with respect to any claims, suit or proceeding of the character described herein shall be entitled to indemnification as of right. Except as provided in the preceding sentence, any indemnification hereunder shall be made at the discretion of the Corporation, but only if 1) the Board of Directors, acting by a quorum consisting of directors who are not parties to or who have been wholly successful with respect to such claim, action, suit or proceedings, shall find that the director, officer or employee has met the standards of conduct set forth in the first sentence of this Section 9.06, or 2) independent legal counsel (who may not be regular counsel of the Corporation) shall deliver to it their written opinion that such director, officer or employee has met such standards.

If several claims, issues or matters of action are involved, any such person may be entitled to indemnification as to some matters, even though he is not so entitled as to others.

The Corporation may advance expenses to, or where appropriate may, at its expenses, undertake the defense of any such director, officer or employee upon receipt of an undertaking by or on behalf of such person to repay such expenses if it should ultimately be determined that he is not entitled to indemnification under this Section 9.06.

The provisions of this Section 9.06 shall be applicable to claims, actions, suits or proceedings made or commenced after the adoption hereof, whether arising from acts or omissions to act occurring before or after the adoption hereof.

The rights of indemnification provided hereunder shall be in addition to any rights to which any person concerned may otherwise be entitled by contract or as a matter of law, and shall inure to the benefit of the heirs, executors and administrators of any such person.

Section 9.07. The officers of the Corporation shall be a President, a Secretary and a Treasurer and, at the discretion of the Board of Directors, may have one or more Vice Presidents. Any two offices may be held by one person, except those of President and Secretary.

IN WITNESS WHEREOF, the undersigned, being the incorporator designated in Article VIII, executes these Articles of Incorporation and certify to the truth of the facts herein stated, this 25th day of September, 1980.

/s/ Thomas A. Alexander

Thomas A. Alexander

STATE OF INDIANA	)
	) SS:
COUNTY OF VANDERBURGH	)

I, the undersigned, a Notary Public duly commissioned to take acknowledgements and administer oaths in the State of Indiana and residing in Vanderburgh County, Indiana, certify that Thomas A. Alexander, being the incorporator referred to in Article VIII of the foregoing Articles of Incorporation, personally appeared before me; acknowledged the execution thereof; and swore to the truth of the facts therein stated.

Witness my hand and Notarial Seal this 25th day of September, 1980.

/s/ Edwin W. Johnson

Edwin W. Johnson   Notary Public

Resident of Vanderburgh Co., Indiana

My Commission Expires:

November 21, 1980

This instrument was prepared by Edwin W. Johnson, Attorney at Law, 2230 West Franklin Street, P. O. Box 6016, Station B, Evansville Indiana, 47712 (#33 and #37)

STATE OF INDIANA

OFFICE OF THE SECRETARY OF STATE

ARTICLES OF AMENDMENT

To Whom These Presents Come, Greeting:

WHEREAS, there has been presented to me at this office, Articles of Amendment for:

ALEXANDER AMBULANCE SERVICE INC

and said Articles of Amendment have been prepared and signed in accordance with the provisions of the Indiana Business Corporation Law, as amended.

NOW, THEREFORE, I, JOSEPH H. HOGSETT, Secretary of State of Indiana, hereby certify that I have this day filed said articles in this office.

The effective date of these Articles of Amendment is December 20, 1993.

In Witness Whereof, I have hereunto set my hand and affixed the seal of the State of Indiana, at the City of Indianapolis, this Twentieth day of December, 1993

JOSEPH H. HOGSETT, Secretary of State
By
	Deputy

ARTICLES OF AMENDMENT OF THE

ARTICLES OF INCORPORATION OF:

ALEXANDER AMBULANCE SERVICE, INC.

The undersigned officers of

ALEXANDER AMBULANCE SERVICE, INC.

(hereinafter referred to as the “Corporation”) existing pursuant to the provisions of:

(Indicate appropriate act)

x  Indiana Business Corporation Law o Indiana Professional Corporation Act of 1983 as amended (hereinafter referred to as the “Act”), desiring to give notice of corporate action effectuating amendment of certain provisions of Its Articles of Incorporation, certify the following facts:

ARTICLE I Amendment(s)

SECTION 1 The date of incorporation of the corporation is:

September 29, 1980

SECTION 2 The name of the corporation following this amendment to the Articles of Incorporation is:

ALEXANDER AMBULANCE SERVICE, INC.

SECTION 3

The exact text to Article(s) IV of the Articles of Incorporation is now as follows:

ARTICLE IV

Resident Agent and Principal Office

Section 1. Resident Agent.

The name and address of the Corporation’s Resident Agent for service of process is Craig Miller, 333 South Clinton, Fort Wayne, Indiana.

Section 2. Principal Office.

The post office address of the principal office of the Corporation is 522 NW First Street, Evansville, Indiana.

STATE OF INDIANA

OFFICE OF THE SECRETARY OF STATE

ARTICLES OF AMENDMENT

To Whom These Presents Come, Greeting:

WHEREAS, there has been presented to me at this office, Articles of Amendment for:

ALEXANDER AMBULANCE SERVICE INC

and said Articles of Amendment have been prepared and signed in accordance with the provisions of the Indiana Business Corporation Law, as amended.

The name of the corporation is amended as follows:

MERCY AMBULANCE OF EVANSVILLE, INC.

NOW, THEREFORE, I, JOSEPH H. HOGSETT, Secretary of State of Indiana, hereby certify that I have this day filed said articles in this office.

The effective date of these Articles of Amendment is September 27, 1994.

In Witness Whereof, I have hereunto set my hand and affixed the seal of the State of Indiana, at the City of Indianapolis, this Twenty-seventh day of September, 1994

/s/ Joseph H. Hogsett
JOSEPH H. HOGSETT, Secretary of State
By	/s/ X
	Deputy

ARTICLES OF AMENDMENT OF THE ARTICLES OF INCORPORATION OF:

The undersigned officers of Alexander Ambulance Service, Inc. (hereinafter referred to as the “Corporation”) existing pursuant to the provisions of:

(Indicate appropriate act)

x  Indiana Business Corporation Law o Indiana Professional Corporation Act of 1983 as amended (hereinafter referred to as the “Act”), desiring to give notice of corporate action effectuating amendment of certain provisions of its Articles of Incorporation, certify the following facts:

ARTICLE I Amendment(s)

SECTION 1 The date of incorporation of the corporation is:

September 29, 1980

SECTION 2 The name of the corporation following this amendment to the Articles of Incorporation is:

Mercy Ambulance of Evansville, Inc.

SECTION 3

The exact text to Article(s) I of the Articles of Incorporation is now as follows:

The name of the Corporation is changed from Alexander Ambulance Service, Inc. to Mercy Ambulance of Evansville, Inc.

ARTICLE II Manner of Adoption and Vote

SECTION 1 Action by Directors:

The Board of Directors of the Corporation duly adopted a resolution proposing to amend the terms and provisions of Article(s) IV of the Articles of Incorporation and directing a meeting of the Shareholders, to be held on November 10, 1993, allowing such Shareholders to vote on the proposed amendment.

The resolution was adopted by: (Select appropriate paragraph)

(a) Vote of the Board of Directors at a meeting held on                                     , 19         , at which a quorum of such Board was present.

(b) Written consent executed on November 10, 1993, and signed by all members of the Board of Directors.

SECTION 2 Action by Shareholders:

The Shareholders of the Corporation entitled to vote in respect of the Articles of Amendment adopted the proposed amendment. The amendment was adopted by: (Select appropriate paragraph)

(a) Vote of such Shareholders during the meeting called by the Board of Directors. The result of such vote is as follows:

TOTAL

SHAREHOLDERS ENTITLED TO VOTE:

SHAREHOLDERS VOTED IN FAVOR:

SHAREHOLDERS VOTED AGAINST:

(b) Written consent executed on November 10, 1993, and signed by all such Shareholders.

SECTION 3 Compliance with Legal Requirements.

The manner of the adoption of the Articles of Amendment and the vote by which they were adopted constitute full legal compliance with the provisions of the Act, the Articles of Incorporation, and the By-Laws of the Corporation.

I hereby verify subject to penalties of perjury that the statements contained are true this 10th day of November, 1993.

Current Officer’s Signature	Officer’s Name Printed
	SCOTT BRADY

/s/ Scott Brady

Officer’s Title

PRESIDENT

ARTICLE II Manner of Adoption and Vote

SECTION 1 Action by Directors:

The Board of Directors of the Corporation duly adopted a resolution proposing to amend the terms and provisions of Article(s) I of the Articles of Incorporation and directing a meeting of the Shareholders, to be held on September 20, 1994, allowing such Shareholders to vote on the proposed amendment.

The resolution was adopted by: (Select appropriate paragraph)

(a) Vote of the Board of Directors at a meeting held on September 20, 1994 at which a quorum of such Board was present.

(b) Written consent executed on September 20, 1994, and signed by all members of the Board of Directors.

SECTION 2 Action by Shareholders:

The Shareholders of the Corporation entitled to vote in respect of the Articles of Amendment adopted the proposed amendment. The amendment was adopted by: (Select appropriate paragraph)

(a) Vote of such Shareholders during the meeting called by the Board of Directors. The result of such vote is as follows:

TOTAL

SHAREHOLDERS ENTITLED TO VOTE:

SHAREHOLDERS VOTED IN FAVOR:

SHAREHOLDERS VOTED AGAINST:

(b) Written consent executed on                                           , 19         , and signed by all such Shareholders.

SECTION 3 Compliance with Legal Requirements.

The manner of the adoption of the Articles of Amendment and the vote by which they were adopted constitute full legal compliance with the provisions of the Act, the Articles of Incorporation, and the By-Laws of the Corporation.

I hereby verify subject to the penalties of perjury that the statements contained are true this 20th day of September, 1994.

Current Officer’s Signature	Officer’s Name Printed
	Robert H. Byrne

/s/ Robert H. Byrne

Officer’s Title

Secretary

APPLICATION FOR REINSTATEMENT

State Form 4160 (R8 / 3-97) / 111

Approved by the State Board of Accounts 1995

Application must include:

1. Certificate of Clearance Issued by the Indiana Department of Revenue

2. Corporate Reports and Fees: please call our Information line to learn what reports are delinquent (317) 232-6576

a. Up to and including 1995, Annual Reports filed every year.

Annual Report fee $15.00

b. Beginning with 1996, Biennial Reports filed every two years.

Biennial Report fee $30.00

Corporations incorporated in an even year, file every even year.

Corporations incorporated in an odd year, file every odd year.

c.Nonprofit corporations file Annual Reports every year.

Nonprofit Corporate Report fee $10.00

3. Restatement filing fee: $30.00

THIS APPLICATION CANNOT BE ACCEPTED WITHOUT A NOTICE OF CLEARANCE FOR REINSTATEMENT FROM THE INDIANA DEPARTMENT OF REVENUE.

SECTION I - CORPORATE INFORMATION

Name of corporation	Date of Incorporation (mo., day, yr.)
Mercy Ambulance of Evansville, Inc.	September 29, 1980
Effective date of administrative dissolution	August 21, 2000

SECTION II - AFFIDAVIT OF CORPORATE OFFICER OF DIRECTOR

The undersigned, being at least one of the principal officers or a director of the above-named corporation deposes and says:

A. that the grounds for dissolution did not exist or have been eliminated, and;

B. that the Corporation’s name satisfies the requirements of Indiana Code 23-1-23-1, or Indiana Code 23-17-5-1.

IN WITNESS WHEREOF, the undersigned being the Vice President of said corporation executes this application and verifies, subject to penalties of perjury, that the statements contrained herein are true, this 26th day of July, 19 2001.

Signature	/s/ Gino Porazzo	Printed name
		Gino Porazzo

EX-3.162

Exhibit 3.162

CODE OF BY-LAWS

OF

ALEXANDER AMBULANCE SERVICE, INC.

ARTICLE I

IDENTIFICATION

Section 1.01 - Name: The name of the Corporation is Alexander Ambulance Service, Inc. (Hereinafter referred to as the “Corporation”).

Section 1.02 - Principal Office and Resident Agent: The post office address of the principal office of the Corporation is 4200 Stringtown Road, Evansville, Indiana (47710) and the name and post office address of its resident agent is Thomas A. Alexander.

Section 1.03 - Seal: The seal of the Corporation shall be circular in form and mounted upon a metal die suitable for impressing the same upon paper. About the upper periphery of the seal shall appear the name of the Corporation. About the lower periphery thereof shall be the word “Indiana”. In the center of the seal shall appear the words “Corporation Seal”.

Section 1.04 - Fiscal Year: The fiscal year of the Corporation shall begin at the beginning of the first day of April of each year and at the close of the last day of March next succeeding.

ARTICLE 2

CAPITAL STOCK

Section 2.01 - Consideration for Shares: The Board of Directors shall cause the Corporation to issue the Capital Stock of the Corporation for such consideration as has been fixed by such Board pursuant to the provisions of the Articles of Incorporation.

Section 2.02 - Payment for Shares: Subject to the provisions of the Articles of Incorporation, the consideration for the issuance of shares of the Capital Stock of the Corporation may be paid, in whole or in part, in money or other property, tangible or intangible, or in labor actually performed for or services actually rendered to the Corporation; provided, however, that the part of the surplus of the Corporation which is transferred to capital upon the issuance of shares as a share dividend shall be deemed to be the consideration for the issuance of such shares. When payment of the consideration for which a share was authorized to be issued shall have been received by the Corporation, or when surplus shall have been transferred to capital upon the issuance of a share dividend, such share shall be declared and taken to be fully paid and not liable for any further call or assessment and the holder thereof shall not be liable for any further payments thereon. In the absence of actual fraud in the transaction, the judgment of the Board of Directors as to the value of such property, labor or services rendered as consideration, or the

value placed by the Board of Directors upon the corporate assets in the event of a share dividend, shall be conclusive. Promissory notes, uncertified checks, or future services shall not be accepted in payment or in part payment of any of the Capital Stock of the Corporation. 

Section 2.03 - Certificates for Shares: Each holder of Capital Stock of the Corporation shall be entitled to a certificate, signed by the President or a Vice President and the Secretary or an Assistant Secretary, if any, of the Corporation, with the seal of the Corporation thereunto affixed, certifying the number of shares owned by him in the Corporation.

Section 2.04 - Restrictions of Sale: The Board of Directors shall have the right in the issuance of the shares of Capital Stock of the Corporation to restrict the sale of such shares by providing that before any of such shares may be sold to persons other than the present Stockholders of the Corporation, that the Stockholders desiring to sell shall first offer such shares to the present Stockholders at a price not more than the price offered by the Non-Shareholders. If, within ten (10) days thereafter, such remaining Shareholders shall fail to buy such stock, then the selling Shareholder shall have the right to sell to any other person, firm or corporation for a price not less than the price offered to the remaining Shareholders. If such a restriction is adopted by the Board of Directors, it shall be placed upon the share certificates issued by the Corporation.

Section 2.05 - Transfer of Stock: The Capital Stock of the Corporation shall be transferable on the books of the Corporation upon the surrender of the certificate or certificates representing the same, properly endorsed by the registered holder or by his duly authorized attorney, such endorsement or endorsements to be witnessed by one witness. The requirement for such witnessing may be waived in writing upon the form of endorsement by the President of the Corporation.

Section 2.06 - Equitable Interests in Stock Need Not be Recognized: The Corporation and its officers shall be entitled to treat the holder of record of any share or shares of stock in the Corporation as the holder in fact thereof and accordingly shall not be required to recognize any equitable or other claim to or interest in such share or shares on the part of any other person or persons, whether or not express notice thereof shall have been given the Corporation, save as expressly provided to the contrary by the laws of Indiana, the Articles of Incorporation of the Corporation, or by these By-Laws.

ARTICLE 3

Section 3.01 - Place of Meetings: All meetings of shareholders of the Corporation shall be held at such place within or without the State of Indiana, as may be specified in the respective notices or waivers of notice thereof, or proxies to represent Shareholders thereat.

Section 3.02 - Annual Meeting: The annual meeting of the Shareholders for the election of Directors and for the transaction of such business as may properly come before the meeting, shall be held at                o’clock,     .M. on                     of each year, if such day is not a legal holiday and if a legal holiday, then on the first following day that is not a legal holiday. If for any reason the annual meeting of the Shareholders shall not be held at the time and place herein

provided, the same may be held at any time thereafter, or the business to be transacted at such annual meeting may be transacted at any special meeting called for that purpose.

Section 3.03 - Special Meetings: Special meetings of the Shareholders shall be called by the President, by the Board of Directors, or by Shareholders holding not less than one-fourth of all the shares of Capital Stock outstanding.

Section 3.04 - Notice of Meetings: A written or printed notice stating the place, day and hour of the meeting and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered or mailed by the Secretary or by the officers or persons calling the meeting, to each holder of the Capital Stock of the Corporation at the time entitled to vote, at such address as appears upon the records of the Corporation, at least ten (10) days before the date of the meeting. Notice of any such meeting may be waived in writing by any Shareholder if the waiver sets forth in reasonable detail the purpose or purposes for which the meeting is called and the time and place thereof. Attendance at any meeting in person or by proxy shall constitute a waiver of notice of such meeting.

Section 3.05 - Voting at Meetings:

Clause 3.051 - Voting Rights: Except as otherwise provided by law or by the provisions of the Articles of Incorporation, every holder of the Capital Stock of the Corporation shall have the right at all meetings of the Shareholders of the Corporation to one (1) vote for each share of stock standing in his name on the books of the Corporation.

Clause 3.052 - Voting for Directors: In the election of Directors, every Shareholder of record in calculating the number of votes to which he may be entitled, shall have the right to multiply the number of his shares by the number of Directors to be elected, and he may cast all such votes for one (1) candidate or may distribute them among any two (2) or more candidates.

Clause 3.053 - Proxies: A Shareholder may vote, either in person or by proxy executed in writing by the Shareholder of a duly authorized attorney in fact. No proxy shall be valid after eleven (11) months from the date of its execution, unless a longer time is expressly provided therein.

Clause 3.054 - Quorum: Unless otherwise provided by the Articles of Incorporation, at any meeting of Shareholders a majority of the shares of the Capital Stock outstanding and entitled to vote, represented in person or by proxy, shall constitute a quorum.

ARTICLE 4

THE BOARD OF DIRECTORS

Section 4.01 - Annual Meeting: The Board of Directors shall meet each year immediately after the annual meeting of the Shareholders at the place where such meeting of the Shareholders has been held, for the purpose of organization, election of officers and consideration of any other business that may be brought before the meeting. If such meeting is not held as above provided,

the election of officers shall be had at any subsequent meeting of the Board specifically called in the manner provided in Section 2 of this Article.

Section 4.02 - Other Meetings: Other meetings of the Board of Directors may be held upon the call of the President, or of two (2) or more members of the Board of Directors at any place within or without the State of Indiana, upon forty-eight (48) hours’ notice, specifying the time, place and general purposes of the meeting, given to each Director, either personally, or by mailing, or by telegram. At any meeting at which all Directors are present, notice of the time, place and purpose thereof shall be deemed waived; and similar notice may likewise be waived by absent Directors, either by written instruments or by telegram.

Section 4.03 - Quorum: At any meeting of the Board of Directors the presence of a majority of the members of the Board of Directors then qualified and acting shall constitute a quorum for the transaction of any business except the filling of vacancies in the Board of Directors.

Section 4.04 - Number: The Board of Directors shall be composed of two (2) members.

ARTICLE 5

THE OFFICERS OF THE CORPORATION

Section 5.01 - Officers: The officers of the Corporation shall consist of a President, one or more Vice-Presidents, a Secretary, Assistant Secretary, a Treasurer and an Assistant Treasurer. Any two or more offices may be held by the same person, except that the duties of the President and Secretary shall not be performed by the same person. The Board of Directors by resolution may create and define the duties of other offices in the Corporation and may elect or appoint persons to fill such offices.

Section 5.02 - Vacancies: Whenever vacancies shall occur in any office by death, resignation, increase in the number of officers of the Corporation, or otherwise, the same shall be filled by the Board of Directors and the officer so elected shall hold office until his successor is chosen and qualified.

Section 5.03 - The President: The President shall preside at all meetings of Shareholders and Directors, discharge all the duties which devolve upon a presiding officer and perform such other duties as this Code of By-Laws provides or the Board of Directors may prescribe.

Section 5.04 - The Vice-President: The Vice-President shall perform all duties incumbent upon the President during the absence or disability of the President and perform such other duties as this Code of By-Laws may prescribe or the Board of Directors may prescribe.

Section 5.05 - The Secretary: The Secretary shall have the custody and care of the corporate seal, records, minutes and stock book of the Corporation. He shall attend all meetings of the Shareholders and of the Board of Directors and shall keep, or cause to be kept in a book provided for the purpose, a true and complete record of the proceedings of such meetings and shall perform a like duty for all standing committees appointed by the Board of Directors, when

required. He shall attend to the giving and serving of all notices of the Corporation, shall file and take charge of all papers and documents belonging to the Corporation and shall perform such other duties as this Code of By-Laws may require or the Board of Directors may prescribe. In the absence of the Secretary, such duties may be performed by the Assistant Secretary.

Section 5.06 - The Treasurer: The Treasurer shall keep correct and complete records of account showing accurately at all times the financial condition of the Corporation. He shall be the legal custodian of all monies, notes, securities and other valuables which may, from time to time, come into the possession of the Corporation. He shall immediately deposit all funds of the Corporation coming into his hands in some reliable bank or other depository to be designated by the Board of Directors and shall keep such bank account in the name of the Corporation. He shall furnish at meetings of the Board of Directors, or whenever requested, a statement of the financial condition of the Corporation and shall perform such other duties as this Code of By-Laws may require or the Board of Directors may prescribe. The Treasurer may be required to furnish bond in such amount as shall be determined by the Board of Directors. In the absence of the Treasurer, the Assistant Treasurer may perform the duties of the Treasurer.

Section 5.07 - Delegation of Authority: In case of the absence of any officer of the Corporation, or for any reason that the Board of Directors may deem sufficient, the Board of Directors may delegate the powers or duties of such officer to any other officer or to any Director for the time being, provided a majority of the entire Board of Directors concurs therein.

ARTICLE 6

CORPORATE BOOKS

Section 6.01 - Place of Keeping: Except as otherwise provided by the laws of the State of Indiana, by the Articles of Incorporation of the Corporation, or by these By-Laws, the books and records of the Corporation may be kept at such place or places within or without the State of Indiana, as the Board of Directors may, from time to time, by resolution determine.

Section 6.02 - Stock Register or Transfer Book: The original or duplicate stock register or transfer book or in case a stock register or transfer agent shall be employed by the Corporation, either within or without the State of Indiana, a complete and accurate Shareholders list, alphabetically arranged, giving the names and addresses of all Shareholders, the number of shares held by each, must be kept at the principal office of the Corporation in the State of Indiana.

ARTICLE 7

MISCELLANEOUS

Any payments made to an officer of the Corporation, such as salary, commission, bonus, interest, or rent or entertainment expense incurred by such officer, which shall be disallowed, in whole or in part, as a deductible expense by the Internal Revenue Service, shall be reimbursed by such officer to the Corporation to the full extent of such disallowance. It shall be the duty of the

Directors, as a Board, to enforce the payment of each such amount disallowed. In lieu of payment by such officer, subject to the determination of the Board of Directors, proportionate amounts may be withheld from his future compensation payments until the amount owed to the Corporation has been recovered.

ARTICLE 8

AMENDMENTS

Section 8.01 - General: The power to make, alter, amend or repeal this Code of By-Laws is vested in the Board of Directors, but such action shall be taken only at a meeting of the Board of Directors, specifically called for such purpose.

ADOPTED by the Board of Directors of this Corporation, this 29th day of September, 1980.

/s/ Sheryl Lynn Alexander, Secretary

Sheryl Lynn Alexander, Secretary

ATTEST:

/s/ Thomas A. Alexander, President

Thomas A. Alexander, President

ACTION OF SOLE SHAREHOLDER
OF
MERCY AMBULANCE OF EVANSVILLE, INC.
BY WRITTEN CONSENT
IN LIEU OF SPECIAL MEETING

The following action is taken by the sole shareholder of Mercy Ambulance of Evansville, Inc., an Indiana corporation (the “Company”), through this action by Written Consent and in lieu of holding a special meeting of the shareholder, pursuant to Section 450.1407-407 of the Business Corporation Act of Michigan, the Articles of Incorporation of the Company and the Bylaws of the Company:

Ratification of Past Acts

WHEREAS, the Bylaws of the Company formerly required the shareholder to elect not less than two people to the Board of Directors;

WHEREAS, the Board of Directors has passed a resolution amending the Bylaws to require the shareholder to elect not less than one person to the Board of Directors,

NOW, THEREFORE, BE IT:

RESOLVED, that the acts of the directors of the Company taken prior to the date hereof, including, without limitation, any actions taken with respect to the number of directors required by the Company’s Bylaws or Articles of Incorporation, hereby are, in all respects ratified, confirmed and approved.

The foregoing action is consented to, without a meeting, by the sole shareholder of the Company as evidenced by the execution of this instrument.

Dated as of                , 2000

PARAMED, INC., a Michigan corporation,

sole shareholder

/s/ Gino Porazzo

By: Gino Porazzo

Title: Vice President and Assistant Secretary

EX-3.163

Exhibit 3.163

RESTATED ARTICLES OF INCORPORATION

Kevin McDonald and Erma McDonald certify that:

1. They are the president and the secretary, respectively, of Federal Ambulance Co., Inc., a California corporation.

2. The articles of incorporation of this corporation are amended and restated to read as follows:

ONE:

The name of this corporation is Mercy Life Care.

TWO:

The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

THREE:

This corporation is authorized to issue only one class of shares, which shall be designated “common” shares. The total authorized number of such shares which may be issued is one hundred thousand (100,000) shares. This corporation shall not issue any nonvoting equity securities.

FOUR:

This corporation is a close corporation. The issued shares of this corporation of all classes shall be held of record by not more than 10 persons.  The number of persons for such purpose shall be determined in accordance with California Corporations Code Sec. 158(d), as it now exists and may be amended or superseded.

3. The foregoing amendment and restatement of articles of incorporation has been duly approved by the board of directors.

4. The foregoing amendment and restatement of articles of incorporation has been duly approved by the required vote of shareholders in accordance with Section 902 of the Corporations Code. The total number of outstanding shares of the corporation is 9,500. The number of shares voting in favor of the amendment equaled or exceeded the vote required. The percentage vote required was more than 50%.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

Date: October 2, 1990

/s/ Kevin McDonald

Kevin McDonald, President

/s/ Erma McDonald

Erma McDonald, Secretary

EX-3.164

Exhibit 3.164

BYLAWS

OF

MERCY LIFE CARE

A CALIFORNIA CORPORATION

SHAREHOLDERS

1. PLACE OF MEETINGS. Shareholders’ meetings shall be held at the principal office for the transaction of the business of this corporation in the State of California, or at such other place as the Board of Directors shall, by resolution, appoint.

2. ANNUAL MEETINGS. The annual meeting of shareholders shall be held at 10:00 a.m. on the second Tuesday in May in each year; or at such other time as the Board of Directors may determine. At such meeting directors shall be elected, reports of the affairs of the corporation shall be considered, and any other business may be transacted which is within the powers of the shareholders. The first annual meeting of shareholders after incorporation need not be held if less than nine months have elapsed since incorporation to such meeting date.

Written notice of each annual meeting shall be mailed to each shareholder entitled to vote, addressed to such shareholders at his address appearing on the books of the corporation or given by him to the corporation for the purpose of notice. If a shareholder gives no address, notice shall be deemed to have been given if sent by mail or other means of written communication addressed to the place where the principal executive officer of the corporation is situated, or if published at least once in some newspaper of general circulation in the county in which said office is located. All such notices shall be mailed, postage prepaid, to each shareholder entitled thereto not less than ten (10) days nor more than sixty (60) days before each annual meeting. Such notices shall specify the place, the day, and the hour of such meeting the names of the nominees for election as directors if directors are to be elected at the meeting, and those matters which the Board of Directors intends to present for action by the shareholders, and shall state such other matters, if any, as may be expressly required by statute.

3. SPECIAL MEETINGS. Special meetings of the shareholders, for any purpose or purposes whatsoever, may be called at any time by the Chairman of the Board of Directors, if any, the President or any Vice President, or by the Board of Directors, or by one or more shareholders holding not less than ten (10%) of the voting power of the corporation. Except in special cases where other express provision is made by statute, notice of such special meeting shall be given in the same manner as for an annual meeting of shareholders. Said notice shall specify the general nature of the business to be transacted at the meeting. No business shall be transacted at a special meeting except as stated in the notice sent to shareholders, unless by the unanimous consent of all shareholders entitled to vote. Upon written request to the Chairman of the Board, the President, the Secretary or any Vice President of the corporation by any person (but not the Board of Directors) entitled to call a special meeting of shareholder, the person receiving such request shall cause a notice to be given to the shareholders entitled to vote that a meeting will be held at a time requested by the person calling the meeting not less than thirty-five (35) nor more than sixty (60) days after the receipt of the request.

4. ADJOURNED MEETINGS AND NOTICE THEREOF. Any shareholders’ meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of a majority of the shares the holders of which are either present in person or represented by proxy thereat, but in the absence of a quorum no other business may be transacted at such meeting.

Notice of an adjourned meeting need not be given if (a) the meeting is adjourned for forty-five (45) days or less, (b) the time and place of the adjourned meeting are announced at the meeting at which the adjournment is taken, and (c) no new record date is fixed for the adjourned meeting. Otherwise, notice of the adjourned meeting shall be given as in the case of an original meeting.

5. VOTING. Except as provided below or as otherwise provided by the Articles of Incorporation or by law, a shareholder shall be entitled to one vote for each share held of record on the record date fixed for the determination of the shareholders entitled to vote at a meeting or, if no such date is fixed, the date determined in accordance with law. Upon the demand of any shareholder made at a meeting before the voting begins, the election of directors shall be by ballot. At every election of directors, shareholders may cumulate votes and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which the shares are entitled or distribute votes according to the same principle among as many candidates as desired; however, no shareholder shall be entitled to cumulate votes for any one or more candidates unless such candidate or candidates’ names have been place in nomination prior to the voting and at least one shareholder has given notice at the meeting prior to the voting of such shareholder’s intention to cumulate votes.

6. QUORUM. A majority of the shares entitled to vote, represented in person or by proxy, constitutes a quorum for the transaction of business. No business may be transacted at a meeting in the absence of a quorum other than the adjournment of such meeting, except that if a quorum is present at the commencement of a meeting, business may be transacted until the meeting is adjourned even though the withdrawal of shareholders results in less than a quorum. If a quorum is present at a meeting, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on any matter shall be the act of the shareholders unless the vote of a larger number if required by law or the Articles of Incorporation. If a quorum is present at the commencement of a meeting but the withdrawal of shareholders results in less than quorum, the affirmative vote of the majority of shares required to constitute a quorum shall be the act of the shareholders unless the vote of a larger number is required by law or the Articles of Incorporation. Any meeting of shareholders, whether or not a quorum is present, may be adjourned by the vote of a majority of the shares represented at the meeting.

7. CONSENT OF ABSENTEES. The transactions of any meeting of shareholders, however called and noticed and wherever held, are as valid as though had at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy and if, either before or after the meeting, each of the persons entitled to vote who is not present at the meeting in person or by proxy signs a written waiver of notice, a consent to the holding of the meeting or approval of the minutes of the meeting. For such purposes, a shareholder shall not be considered present at a meeting if, at the beginning of the meeting, the shareholder objects to the transaction of any

business because the meeting was not properly called or convened or, with respect to the consideration of a matter required to be included in the notice for the meeting which was not so included, the shareholder expressly objects to such consideration at the meeting.

8. ACTION WITHOUT MEETING. Except as provided below or by the Articles of Incorporation, any action which may be taken at any meeting of shareholders may be taken without a meeting and without prior notice if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding shares having not less than the minimum number of votes which would be necessary to authorize or take such action at a meeting at which all shares entitled to vote on such action were present and voted. Unless the consents of all shareholders entitled to vote have been solicited in writing, the corporation shall give, to those shareholders entitled to vote who have not consented in writing, a written notice of (a) any shareholder approval obtained without a meeting pursuant to those provisions of the California Corporations Code set forth in Subsection 603(b)(1) of such Code at least ten (10) days before the consummation of the action authorized by such approval, and (b) the taking of any other action approved by shareholders without a meeting, which notice shall be given promptly after such action is taken.

9. PROXIES. A shareholder may be represented at any meeting of shareholders by a written proxy signed by the person entitled to vote or by such person’s duly authorized attorney-in-fact. A proxy must bear a date within eleven (11) months prior to the meeting, unless the proxy specifies a different length of time. A revocable proxy is revoked by a writing delivered to the Secretary of the corporation stating that the proxy is revoked or by a subsequent proxy executed by, or by attendance at the meeting and voting in person by, the person executing the proxy.

10. ELECTION INSPECTORS. One or three election inspectors may be appointed by the Board of Directors in advance of a meeting of shareholders or at the meeting by the Chairman of the meeting. If not previously chosen, one or three inspectors shall be appointed by the Chairman of the meeting if a shareholder or proxy holder so requests. When inspectors are appointed at the request of a shareholder or proxy holder, the majority of shares represented in person or by proxy shall determine whether one or three inspectors shall be chosen. The election inspectors shall determine all questions concerning the existence of a quorum and the right to vote, shall tabulate and determine the results of voting and shall do all other acts necessary or helpful to the expeditious and impartial conduct of the vote. If there are three inspectors, the decision, act or certificate of a majority of the inspectors is effective as if made by all.

DIRECTORS

11. POWERS. Subject to limitations of the Articles of Incorporation, of the Bylaws, and of the California General Corporation Law as to action to be authorized or approved by the shareholders, and subject to the duties of directors as prescribed by the Bylaws, all corporate powers shall be exercised by or under the ultimate direction of, and the business and affairs of the corporation shall be managed by, the Board of Directors. Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the directors shall have the following powers:

(a) To select and remove all of the other officers, agents and employees of the corporation, prescribe such powers and duties for them as may not be inconsistent with law, with the Articles of Incorporation, or the Bylaws, fix their compensation and require from them security for faithful service.

(b) To conduct, manage and control the affairs and business of the corporation, and to make such rules and regulations therefor not inconsistent with law, or with the Articles of Incorporation, or the Bylaws, as they may deem best.

(c) To change the principal office for the transaction of the business of the corporation from one location to another within the same county as provided in Section 1 hereof; to fix and locate from time to time one or more subsidiary offices of the corporation within or without the State of California, as provided in Section 2 hereof; to designate any place within or without the State of California for the holding of any shareholders’ meeting or meetings; and to prescribe the forms of certificates of stock, and to alter the form of such certificates from time to time, as in their judgment they may deem best, provided such certificates shall at all times comply with the provisions of law.

(d) To authorize the issuance of shares of capital stock of the corporation from time to time, upon such terms as may be lawful

(e) To borrow money and incur indebtedness for the purposes of the corporation, and to cause to be executed and delivered therefor, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, or other evidences of debt and securities therefor.

12. NUMBER OF DIRECTORS. The authorized number of directors of this corporation shall be one or more until changed by amendment of the Articles of Incorporation or by a Bylaw duly adopted by the shareholders amending this Section 12.

13. ELECTION, TERM OF OFFICE AND VACANCIES. At each annual meeting of shareholders, directors shall be elected to hold office until the next annual meeting. Each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which the director was elected and until a successor has been elected. The Board of Directors may declare vacant the office of a director who has been declared to be of unsound mind by court order or convicted of a felony. Vacancies on the Board of Directors not caused by removal may be filled by a majority of the directors then in office, regardless of whether they constitute a quorum, or by the sole remaining director. The shareholders may elect a director at any time to fill any vacancy not filled, or which cannot be filled, by the Board of Directors.

14. REMOVAL. Except as described below, any or all of the directors may be removed without cause if such removal is approved by the affirmative vote of a majority of the outstanding shares entitled to vote. Unless the entire Board of Directors is so removed, no director may be removed if (a) the votes cast against removal, or not consenting in writing to such removal, would be sufficient to elect such director if voted cumulatively at an election at

which the same total number of votes were cast or, if such action is taken by written consent, all shares entitled to vote were voted, and (b) the entire number of directors authorized at the time of the director’s most recent election were then being elected.

15. RESIGNATION. Any director may resign by giving written notice to the Chairman of the Board, the President, the Secretary or the Board of Directors. Such resignation shall be effective when given unless the notice specifies a later time. The resignation shall be effective regardless of whether it is accepted by the corporation.

16. COMPENSATION. If the Board of Directors so resolves, the directors, including the Chairman of the Board, shall receive compensation and expenses of attendance for meetings of the Board of Directors and of committees of the Board. Nothing herein shall preclude any director from serving the corporation in another capacity and receiving compensation for such service.

17. COMMITTEES. The Board of Directors may, by resolution adopted by a majority of the authorized number of directors, designate one or more committees, each consisting of two or more directors, to serve at the pleasure of the Board. The Board may designate one or more directors as alternate members of a committee who may replace any absent member at any meeting of the committee. To the extent permitted by resolution of the Board of Directors, a committee may exercise all of the authority of the Board to the extent permitted by Section 311 of the California Corporations Code.

18. INSPECTION OF RECORDS AND PROPERTIES. Each director may inspect all books, records, documents and physical properties of the corporation and its subsidiaries at any reasonable time. Inspections may be made either by the director or the director’s agent or attorney. The right of inspection includes the right to copy and make extracts.

19. TIME AND PLACE OF MEETINGS AND TELEPHONE MEETINGS. Immediately following each annual meeting of shareholders, the Board of Directors shall hold a regular meeting for the purposes of organizing the Board, election of officers and the transaction of other business. The Board may establish by resolution the times, if any, other regular meetings of the Board shall be held. All meetings of directors shall be held at the principal executive office of the corporation or at such other place, within or without California, as shall be designated in the notice for the meeting or in a resolution of the Board of Directors. Directors may participate in a meeting through use of conference telephone or similar communications equipment, so long as all directors participating in such meeting can hear each other.

20. CALL. Meetings of the Board of Directors, whether regular or special, may be called by the Chairman of the Board, the President, the Secretary, any Vice President or any two directors.

21. NOTICE. Regular meetings of the Board of Directors may be held without notice if the time of such meetings has been fixed by the Board. Special meetings shall be held upon four days’ notice by mail or 24 hours’ notice delivered personally or by telephone or telegraph, and regular meeting shall be held upon similar notice if notice is required for such meetings. Neither a notice nor a waiver of notice need specify the purpose of any regular of special meeting. If a

meeting is adjourned for more than 24 hours, notice of the adjourned meeting shall be given prior to the time of such meeting to the directors who were not present at the time of the adjournment.

22. MEETING WITHOUT REGULAR CALL AND NOTICE. The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, are as valid as though had at a meeting duly held after regular call and notice if a quorum is present and if, either before or after the meeting, each of the directors not present signs a written waiver of notice, a consent to holding the meeting or an approval of the minutes of the meeting. For such purposes, a director shall not be considered present at a meeting if, although in attendance at the meeting, the director protests the lack of notice prior to the meeting or at its commencement.

23. ACTION WITHOUT MEETING. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all of the members of the Board individually or collectively consent in writing to such action.

24. QUORUM AND REQUIRED VOTE. A majority of the directors then in office shall constitute a quorum for the transaction of business, provided that unless the authorized number of directors is one, the number constituting a quorum shall not be less than the greater of one-third of the authorized number of directors or two directors. Except as otherwise provided by Subsection 307(a)(8) of the California Corporations Code, the Articles of Incorporation or these Bylaws, every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the Board. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for such meeting. A majority of the directors present at a meeting, whether or not a quorum is present, may adjourn the meeting to another time and place.

25. COMMITTEE MEETINGS. The principles set forth in Sections 19 through 24 of these Bylaws shall apply to committees of the Board of Directors and to actions by such committees.

26. LOANS. Except as provided by Section 315 of the Corporations Code, the vote or written consent of the holders of a majority of the shares of all classes, regardless of limitations on voting rights, other than shares held by the benefited directors, officer or shareholder, shall be obtained before this corporation makes any loan of money or property to or guarantees the obligation of:

(a) Any director of officers of the corporation, any director of officer of any of its parents, or any director or officer of any of its subsidiary corporations, directly or indirectly.

(b) Any person upon the security of the shares of the corporation or the shares of its parent, unless the loan or guaranty is otherwise adequately secured.

OFFICERS

27. TITLES AND RELATION TO BOARD OF DIRECTORS. The officers of the corporation shall include a President, a Secretary and a Treasurer. The Board of Directors may also choose a Chairman of the Board and one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers or other officers. Any number of offices may be held by the same person and, unless otherwise determined by the Board, the Chairman of the Board and President shall be the same person. All officers shall perform their duties and exercise their powers subject to the direction of the Board of Directors.

28. ELECTION, TERM OF OFFICE AND VACANCIES. At its regular meeting after each annual meeting of shareholders, the Board of Directors shall choose the officers of the corporation. No officer need be a member of the Board of Directors except the Chairman of the Board. The officers shall hold office until their successors are chosen, except that the Board of Directors may remove any officer at any time. If an office becomes vacant for any reason, the vacancy shall be filled by the Board.

29. RESIGNATION. Any officer may resign at any time upon written notice to the corporation without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party. Such resignation shall be effective when given unless the notice specifies a later time. The resignation shall be effective regardless of whether it is accepted by the corporation.

30. SALARIES. The Board of Directors shall fix the salaries of the Chairman of the Board and President and may fix the salaries of other employees of the corporation including the other officers. If the Board does not fix the salaries of the other officers, the president shall fix such salaries.

31. CHAIRMAN OF THE BOARD. The Chairman of the Board, if there shall be such an officer, shall, if present, preside at all meetings of the Board of Directors, and exercise and perform such other powers and duties as may be from time to time assigned to him by the Board of Directors or prescribed by the Bylaws.

32. PRESIDENT (CHIEF EXECUTIVE OFFICER). Unless otherwise determined by the Board of Directors, the President shall be the general manager and chief executive officer of the corporation, shall preside at all meetings of the Board of Directors and shareholders, shall be ex officio a member of any committees of the Board, shall effectuate orders and resolutions of the Board of Directors and shall exercise such other powers and perform such other duties as the Board of Directors shall prescribe.

33. VICE PRESIDENT. In the absence or disability of the President, the Vice President, if any, (or if more than one, the Vice Presidents in order of their rank as fixed by the Board of Directors or, if not so ranked, the Vice President designated by the Board of Directors) shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors or the Bylaws.

34. SECRETARY. The Secretary shall have the following powers and duties:

(a) Record of Corporate Proceedings. The Secretary shall attend all meetings of the Board of Directors and its committees and shall record all votes and the minutes of such meetings in a book to be kept for that purpose at the principal executive office of the corporation or at such other place as the Board of Directors may determine. The Secretary shall keep at the corporation’s principal executive office, if in California, or at California, the original or a copy of the Bylaws, as amended.

(b) Record of Shares. Unless a transfer agent is appointed by the Board of Directors to keep a share register, the Secretary shall keep at the principal executive office of the corporation a share register showing the names of the shareholders and their addresses, the number and class of share held by each, the number and date of certificates issued, and the number and date of cancellation of each certificate surrendered for cancellation.

(c) Notices. The Secretary shall give such notices as may be required by law or these Bylaws.

(d) Additional Powers and Duties. The Secretary shall exercise such other powers and perform such other duties as the Board of Directors or President shall prescribe.

35. TREASURER (CHIEF FINANCIAL OFFICER). Unless otherwise determined by the Board of Directors, the Treasurer shall have custody of the corporate funds and securities and shall keep adequate and correct accounts of the corporation’s properties and business transactions. The Treasurer shall disburse such funds of the corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, shall render to the President and directors, at regular meetings of the Board of Directors or whenever the Board may require, an account of all transactions and the financial condition of the corporation and shall exercise such other powers and perform such other duties as the Board of Directors or President shall prescribe.

36. OTHER OFFICERS. The other officers (if any) of this corporation shall perform such duties as may be assigned to them by the Board of Directors.

SHARES

37. CERTIFICATES. A certificate or certificates for shares of the capital stock of the corporation shall be issued to each shareholder when any such shares are fully paid up. All such certificates shall be signed by the Chairman of the Board, the President or a Vice President and the Secretary of Assistant Secretary.

38. TRANSFERS OF SHARES OF CAPITAL STOCK. Transfers of shares shall be made only upon the transfer books of this corporation, kept at the office of the corporation or transfer agent designated to transfer such shares, and before a new certificate is issued, the old certificate shall be surrendered for cancellation.

39. REGISTERED SHAREHOLDERS. Registered shareholders only shall be entitled to be treated by the corporation as the holders in fact of the shares standing in their respective names and the corporation shall not be bound to recognize any equitable or other claim to or interest in any share on the part of any other person, whether or not it shall have express or other notice hereof, except as expressly provided by the laws of California.

40. LOST OR DESTROYED CERTIFICATES. The corporation may cause a new stock certificate to be issued in place of any certificate previously issued by the corporation alleged to have been lost, stolen or destroyed. The corporation may, at its discretion and as a condition precedent to such issuance, require the owner of such certificate to deliver an affidavit stating that such certificate was lost, stolen or destroyed, or to give the corporation a bond or other security sufficient to indemnify it against any claim that may be made against it, including any expense or liability, on account of the alleged loss, theft or destruction or the issuance of a new certificate.

41. RECORD DATE AND CLOSING OF STOCK BOOKS. The Board of Directors may fix a time, in the future, not more than sixty (60) nor less than ten (10) days prior to the date of any meeting of shareholders, or nor more than (60) days prior to the date fixed for the payment of any dividend or distribution, or for the allotment of rights, or when any change or conversion or exchange of shares shall go into effect, as a record date for determination of the shareholders entitled to notice of and to vote at any such meeting, or entitled to receive any such dividend or distribution, or any such allotment of rights, or to exercise the rights in respect to any such change, conversion, or exchange of shares, and in such case except as provided by law, only shareholders of record on the date so fixed shall be entitled to notice of and to vote at such meeting or to receive such dividend, distribution, or allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after any record date fixed as aforesaid. A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting unless the Board of Directors fixes a new record date. The Board of Directors shall fix a new record date if the adjourned meeting takes place more than 45 days from the date set for the original meeting.

42. TRANSFER AGENTS AND REGISTRARS. The Board of Directors may appoint one or more transfer agents or transfer clerks, and one or more registrars, who shall be appointed at such times and places as the requirements of the corporation may necessitate and the Board of Directors may designate.

AMENDMENTS

43. ADOPTION OF AMENDMENTS. New Bylaws may be adopted or these Bylaws may be amended or repealed:

(a) at any annual meeting, or other meeting of the shareholders called for that purpose, by the vote of shareholders holding more than fifty percent (50%) of the issued and outstanding shares of the corporation; or

(b) without a meeting, by written consent of shareholders holding more than fifty percent (50%) of the issued and outstanding shares of the corporation; or

(c) by a majority of the directors of the corporation; provided; however, that a greater vote of shareholders of directors shall be necessary if required by law or by the Articles of Incorporation.

44. RECORD OF AMENDMENTS. Whenever an amendment or new Bylaw is adopted, it shall be copied in the Book of Bylaws with the original Bylaws, in the appropriate place.

CORPORATE SEAL

45. FORM OF SEAL. The corporation may adopt and use a corporate seal but shall not be required to do so. If adopted and used, the corporate seal shall be circular in form, and shall have inscribed thereon the name of the corporation, the date of its incorporation and the word “California”.

MISCELLANEOUS

46. CHECKS, DRAFTS, ETC. All checks, drafts, or other orders for payment of money, notes, or other evidences of indebtedness, issued in the name of or payable to the corporation, shall be signed or endorsed by such person or persons and in such manner as, from time to time shall be determined by resolution of the Board of Directors.

47. CONTRACT, ETC., HOW EXECUTED. The Board of Directors, except as otherwise provided in these Bylaws, may authorize any officer or officers, or agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances; and unless so authorized by the Board of Directors, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

48. REPRESENTATION OF SHARES OF OTHER CORPORATION. The Chairman of the Board, the President or any Vice President and the Secretary or Assistant Secretary of this corporation are authorized to vote, represent, and exercise on behalf of this corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of this corporation. The authority herein granted to said officers to vote or represent on behalf of this corporation by an all shares held by this corporation in any other corporation or corporations may be exercised either by such officers in person or by any other person authorized so to do by proxy or power of attorney duly executed by said officers.

49. INSPECTION OF BYLAWS. The corporation shall keep in its principal office for the transaction of business the original or a copy of these Bylaws as amended or otherwise altered to date, certified by the Secretary, which shall be open to inspection by the shareholders at all reasonable times during office hours.

50. ANNUAL REPORT. The annual report to shareholders specified in Section 1501 of the California Corporations Code is dispensed with except as the Board of Directors may otherwise determine, so long as there are less than 100 holders of record of the corporation’s shares. Any such annual report sent to shareholders shall be sent at least 15 days prior to the next annual meeting of shareholders.

51. CONSTRUCTION AND DEFINITIONS. Unless the context otherwise requires, the general provisions, rules and construction, and definitions contained in the California General Corporation Law shall govern the construction of these Bylaws. Without limiting the generality of the foregoing, the masculine gender includes the feminine and neuter, the singular number includes the plural and the plural number includes the singular, and the term “person” includes a corporation as well as a natural person.

52. INDEMNIFICATION.

(a) Definitions. For the purposes hereof “agent” includes any person who is or was a director, officer, employee, or other agent of the corporation, or is or was servicing at the request of the corporation as a director, officer, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, or was a director, officer, employee or agent of a foreign or domestic corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation; “proceeding” includes any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative or investigative; and “expenses” includes, without limitation, attorneys’ fees and any expenses of establishing a right of indemnification under subsection (d) or subsection (e)(i) of this Section 52.

(b) Indemnification in Actions by Third Parties. The corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the corporation to procure a judgment in its favor) by reason of the fact that such person is or was an agent of the corporation, against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with such proceeding if such person acted in good faith and in a manner such person reasonably believed to be in the best interests of the corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful. The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in the best interests of the corporation or that the person had reasonable cause to believe that the person’s conduct was unlawful.

(c) Indemnification in Actions by or in the Right of the Corporation. The corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was an agent of the corporation, against expenses actually and reasonably incurred by such person in connection with the defense or settlement of such action if such person acted in good faith, in a manner such person believed

to be in the best interests of the corporation and its shareholders. No indemnification shall be made under this subsection (c):

(i) In respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable to the corporation in the performance of such person’s duty to the corporation and its shareholders, unless and only to the extent that the court in which such action was brought shall determine upon application that, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnify for the expenses and then only to the extent that the court shall determine;

(ii) Of amounts paid in settling or otherwise disposing of a pending action, without court approval; or

(iii) Of expenses incurred in defending a pending action which is settled or otherwise disposed of without court approval.

(d) Indemnification Against Expenses. To the extent that an agent of the corporation has been successful on the merits in defense of any proceeding referred to in subsection (b) or (c) of this Section 52 or in defense of any claim, issue or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith.

(e) Required Determinations. Except as provided in subsection (d) of this Section 52, any indemnification under this Section 52 shall be made by the corporation only if authorized in the specific case, upon a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in subsections (b) or (c) of this Section 52 by any of the following:

(i) A majority vote of a quorum consisting of Directors who are not parties to such proceeding;

(ii) If such quorum of Directors is not obtainable, by independent legal counsel in a written opinion;

(iii) Approval of the shareholders, with the shares owned by the person to be indemnified not being entitled to vote thereon; or

(iv) The court in which such proceeding is or was pending upon application made by the corporation or the agent or the attorney or other person rendering services in connection with the defense, whether or not such application by the agent, attorney, or other person is opposed by the corporation.

(f) Advance of Expenses. Expenses incurred in defending any proceeding may be advanced by the corporation prior to the final disposition of such proceeding upon receipt of an undertaking by or on behalf of the agent to repay such amount unless it shall be determined ultimately that the agent is entitled to be indemnified as authorized in this Section 52.

(g) Other Indemnification. The indemnification provided by this Section 52 shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any other Bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office, to the extent such additional rights to indemnification are authorized in the Articles of the corporation. The rights to indemnify hereunder shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of the person. Nothing contained in this Section 52 shall affect any right indemnification to which persons other than such directors and officers may be entitled by contract or otherwise.

(h) Forms of Indemnification Not Permitted. No indemnification or advance shall be made under this Section 52 except as provided in Section (d) or Section (e)(iv) in any circumstance where it appears:

(i) That it would be inconsistent with a provision of the Articles, these Bylaws, a resolution of the shareholders or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or

(ii) That it would be inconsistent with any condition expressly imposed by a court in approving a settlement.

(i) Insurance. The corporation shall have power to purchase and maintain insurance on behalf of any agent of the corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such whether or not the corporation would have the power to indemnify the agent against such liability under the provisions of this Section 52. The fact that this corporation owns or might own all or a portion of the shares of the company issuing a policy of insurance shall not render this subdivision inapplicable if either of the following conditions are satisfied: (1) if authorized in the Articles of this corporation, any policy issued is limited to the extent provided by subdivision (d) of Section 204 of the California Corporations Code; or (2)(A) the company issuing the insurance policy is organized, licensed, and operated in a manner that complies with the insurance laws and regulations applicable to its jurisdiction or organization, (B) the company issuing the policy provides procedures for processing claims that do not permit that company to be subject to the direct control of the corporation that purchased that policy, and (C) the policy issued provides for some manner of risk sharing between the issuer and purchaser of the policy, on one hand, and some unaffiliated person or persons, on the other, such as by providing for more than one unaffiliated owner of the company issuing the policy or by providing that a portion of the coverage furnished will be obtained from some unaffiliated insurer or reinsurer.

(j) Nonapplicablity to Fiduciaries of Employee Benefit Plans. This Section 52 does not apply to any proceeding against any trustee, investment manager, or other fiduciary of an employee benefit plan in such person’s capacity as such, even though such person may also be an agent of the corporation as defined in subsection (a) of this Section 52. The corporation shall

have power to indemnify such trustee, investment manger or other fiduciary to the extent permitted by subdivision (f) of Section 207 of the California Corporations Code.

(k) Further Indemnification. Notwithstanding the provisions contained in Section 52(b) through (f) above, the corporation, at its option, may indemnify one or more agents of the corporation to the extent provided herein, or to such lesser extent as provided by the corporation.

(i) To the extent provided herein, the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any proceeding by reason of the fact that such person is or was an agent of the corporation, for his or her expenses, judgments, fines, settlements and other amounts actually incurred in connection with such proceeding. Provided, however, that no indemnification of any agent (whether a director or not) shall be made for any acts or omissions or transactions from which a director would not be permitted to be relieved of liability as set forth in the exception of Subdivision (10) of Section 204(a) of the Corporations Code, or as to circumstances in which indemnity is expressly prohibited by Section 317 of the Corporations Code.

(ii) Expenses incurred in defending any proceeding shall be advanced by the corporation, including prior to the final disposition of the proceeding.

(iii) All rights of the agent and all obligations of the corporation contained herein shall continue during the period the agent is an agent and shall continue thereafter so long as the agent shall be subject to any possible proceeding by reason of the fact that the agent was an agent of the corporation. The right to indemnification conferred herein is intended to create a contractual obligation of the corporation which cannot be modified except with respect to proceedings accruing subsequent to any modification.

(iv) Promptly after receipt by the agent of notice of the commencement of any proceeding, the agent will, if a claim in respect thereof is to be made against the corporation hereunder, notify the corporation of the commencement thereof; but the omission so to notify the corporation will not relieve the corporation from any liability which it may have to the agent otherwise than under this provision. With respect to any such proceeding as to which the agent notifies the corporation as to the commencement thereof:

(A) The corporation will be entitled to participate therein at its own expense; and

(B) Except as otherwise provided below, to the extent that it may wish, the corporation jointly with any other indemnifying parties similarly notified will be entitled to assume the defense thereof with counsel reasonably satisfactory to the agent. After notice from the corporation to the agent of its election so to assume the defense thereof, the corporation will not be liable to the agent hereunder for any legal or other expenses subsequently incurred by the agent in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. The agent shall have the right to employ its own counsel in such proceeding but the fees and expenses of such counsel incurred after notice from the corporation of its assumption of the defense thereof shall be at the expense of the agent unless;

(1) the employment of counsel by the agent has been authorized by the corporation;

(2) the agent shall have reasonably concluded that there may be a conflict of interest between the corporation and the agent in the conduct of the defense of such proceeding, or

(3) within a reasonable time after notice by the agent to the corporation, the corporation shall not in fact have employed counsel to assume the defense of such proceeding; in each of which cases the fees and expenses of counsel for the agent shall be at the expense of the corporation. The corporation shall not be entitled to assume the defense of any proceeding brought by or on behalf of the corporation or as to which the director shall have made the conclusion provided for in (2) above.

(C) The corporation shall not be liable to indemnify the agent hereunder for any amounts paid in settlement of any action or claim effected without its written consent. The corporation shall not settle any action or claim in any manner which would impose any penalty or limitation on the agent without the agent’s written consent. Neither the corporation nor the agent will unreasonably withhold its consent to any proposed settlement.

(v) The agent agrees that the agent will reimburse the corporation for all reasonable expenses paid by the corporation in defending any proceeding against the agent in the event and only to the extent that shall be ultimately determined that the agent is not entitled to be indemnified by the corporation for such expenses under the laws of California, the Articles of Incorporation, these Bylaws or otherwise.

(vi) If a claim for indemnification under this provision is not paid in full by the corporation within 30 days after a written claim has been received by the corporation, the agent so entitled may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall also be entitled to be paid the expense of prosecuting such claim. If shall be a defense of the corporation to any such action (other than an action brought to enforce a claim for advancement of expenses incurred in defending any proceeding in advance of its final disposition) that the agent has not met the standards of conduct which make it permissible under the laws of California, the Articles of Incorporation, these Bylaws or otherwise, to indemnify the agent for the amount claimed, but the burden of proving such defense shall be on the corporation. Neither the failure of the corporation to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct nor an actual determination by the corporation that the claimant has not met such applicable standard of conduct shall be a defense to the action for advancement of expenses prior to final disposition or create a presumption that such claimant has not met the applicable standard of conduct.

The foregoing bylaws are hereby adopted by approval of the undersigned as the sole shareholder of the Corporation, and all previous bylaws of the Corporation are hereby repealed and shall hereafter be superceded and replaced in their entirety by the foregoing bylaws.

DATED this 12th day of January, 1994.

LAIDLAW MEDICAL TRANSPORATION, INC.

/s/ John R. Grainger

EX-3.165

Exhibit 3.165

ARTICLES OF INCORPORATION

OF

MERCY MEDICAL SUPPLY, INC.

FILED AT THE REQUEST OF

THOMAS G. BELL

Attorney at Law

3120 Las Vegas Boulevard South

Las Vegas, Nevada

December 17, 1968

(DATE)

/s/ JOHN KOONTZ, Secretary of State

/s/

Deputy Secretary of State

No. 2508-68

FILING FEE $25.00

324

ARTICLES OF INCORPORATION

OF

MERCY MEDICAL SUPPLY, INC.

THE UNDERSIGNED, to form a corporation under Chapter 78 of the Nevada Revised Statutes, CERTIFY:

1. NAME: The name of the corporation is:

MERCY MEDICAL SUPPLY, INC.

2. OFFICE: The principal office of the corporation in the State of Nevada is to be located at 1710 West Charleston Boulevard, City of Las Vegas, State of Nevada, County of Clark. The corporation may also maintain an office or offices at such other place or places within or outside of the State of Nevada as it may from time to time determine. Corporate business of every kind and nature may be conducted, and meetings of Directors and Stockholders held outside of the State of Nevada the same in the State of Nevada.

3. PURPOSE: The nature of the business, or objects, or purposes proposed to be transacted, promoted or carried on by the corporation are: To engage in any lawful activity.

4. CAPITAL STOCK: The total authorized capital stock of the corporation shall consist of TWO THOUSAND (2,000) SHARES, without par value.

5. DIRECTORS: The members of the governing board of the corporation shall be styled Directors, and the number thereof shall not be less than three. The number of Directors may from time to time be increased or decreased in such manner as shall be provided by the By-Laws of the corporation, but the number shall not be reduced to less than three. Directors need not be shareholders, but shall be of full age and at least one shall be a citizen of the United States. The names and post office addresses of the first Board of Directors, which shall consist of three persons and who shall hold office until their successors are duly elected and qualified are as follows:

NAMES	POST OFFICE ADDRESSES
NANCY TUMBLESON	116 Rancho Vista Drive
	Las Vegas, Nevada 89106
PHYLLIS BERTZA	713 E. Sahara, No. 218
	Las Vegas, Nevada
KATHERINE KESSLER	P. O. Box 93
	Boulder City, Nevada

6. NON-ASSESSABLE: The capital stock of the corporation after the amount of the subscription price, or par value, has been paid in money, property or services, as the Directors shall determine, shall not be subject to assessment to pay the debts of the corporation nor for any other purpose, and no stock issued as fully paid up shall ever be assessable or assessed, and the Articles of Incorporation shall not be amended in this particular.

7. INCORPORATORS: The name and post office address of each of the Incorporators, which are three in number, signing the Articles of Incorporation, is as set forth above under Paragraph 5 captioned Directors.

8. TERM: The corporation shall have perpetual existence.

EXECUTED this 13th day of December, 1968.

/s/ NANCY TUMBLESON

/s/ PHYLLIS BERTZA

/s/ KATHERINE KESSLER

STATE OF NEVADA)

(SS.

COUNTY OF CLARK)

On December 13, 1968, personally appeared before me, a Notary Public, NANCY TUMBLESON, PHYLLIS BERTZA and KATHERINE KESSLER, who acknowledged that they executed the above instrument.

/s/ THOMAS G. BELL

CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF

MERCY MEDICAL SUPPLY, INC.

Changing its Name to

MERCY, INC.

A Nevada Corporation

MERCY MEDICAL SUPPLY, INC., a Nevada corporation, under its corporate seal, and the hands of its duly elected and acting President and Secretary, does hereby CERTIFY:

1. That at a special meting of the Board of Directors of this corporation regularly convened at Suite 620, 302 East Carson Avenue, Las Vegas, Clark County, Nevada, at 10:00 A.M., on the 22nd day of January, 1975, at which meeting there was at all times present and acting a quorum, a Resolution was regularly adopted setting forth the Amendment herein, and declaring its advisability, and calling a special meeting of stockholders entitled to vote for the consideration thereof, to wit:

“RESOLVED: That it is deemed advisable, in the judgment of this Board of Directors, that Article 1 of the Articles of Incorporation be amended to read as follows:

“1. NAME: The name of the corporation is: MERCY, INC.

“RESOLVED FURTHER: That a special meeting of the stockholders of this corporation is hereby called to be held at Suite 620, 302 East Carson Avenue, Las Vegas, Clark County, Nevada, at 10:00 A.M. on the 4th day of February, 1975, for the purpose of acting upon this Amendment, of which meeting written notice is hereby directed to be given to each stockholder entitled to vote, in the manner and for the period of time prescribed by NRS 78.370 and by the corporation’s By-Laws.

“RESOLVED FURTHER: That if at such meeting of stockholders, or any adjournment thereof, stockholders entitled to exercise a majority of the voting power shall vote in favor of the Amendment, then the corporation shall make, under its corporate seal, and the hands of its President and Secretary, and shall acknowledge and file, the Certificate required by NRS 78.390, and do all things necessary to effect the Amendment.”

2. That pursuant to the foregoing Resolution, and as required by NRS 78.390, due notice of the meeting thus called was given to all stockholders entitled t vote, and that such meeting of stockholders was regularly convened and held at Suite 620, 302 East Carson Avenue, Las Vegas, Nevada, at 10:00 A.M., on the 4th day of February, 1975.

3. That there were issued and outstanding the following number of shares of the authorized capital stock of the corporation entitled to vote at the meeting:

2,000 Shares Common Stock

And that there were present at the meeting, in person, stockholders holding the number of shares entitled to vote, listed below:

1,833 Shares Common Stock

4. That the Resolution of the Board of Directors above referred to was duly considered at the meeting, and upon motion regularly made and seconded, the proposed amendment was approved by the following Resolution:

“RESOLVED: That the Amendment of Article 1 of the Articles of Incorporation proposed to the stockholders by Resolution of the Board of Directors regularly adopted by them on the 22nd day of January, 1975, be, and the same hereby is adopted and approved.”

This Resolution was adopted by the following vote of the holders of stock of all classes having voting power, present in person at the meeting:

1,833 shares were voted for the adoption of the Resolution, there being only one class of stock.

The shares voting for the adoption of the Resolution constituted at least a majority of the voting power.

DATED: February 4, 1975.

MERCY, INC.
(Formerly MERCY
MEDICAL SUPPLY, INC.)
A Nevada Corporation
By	/s/ BURRELL COHEN
	President
By	/s/ KATHRYN A. KESSLER
	Secretary

STATE OF NEVADA)

) SS.

COUNTY OF CLARK)

On February 4, 1975, personally appeared before me, a Notary Public, BURRELL COHEN and KATHRYN A. KESSLER, known to me to be the President and Secretary, respectively, of the

corporation that executed the foregoing instrument; and acknowledged that they executed the said instrument for and on behalf of the said corporation.

WITNESS my hand and official seal.

/s/ X

NOTARY PUBLIC

ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4520
(775) 684 5708
Website:  www.nvsos.gov

Certificate of Amendment
(PURSUANT TO NRS 78.385 AND
78.390)

USE BLACK INK ONLY – DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY

Certificate of Amendment to Articles of Incorporation
for Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

1.     Name of corporation:

Mercy, Inc.  (C2508-1968)

2.     The articles have been amended as follows:  (provide article numbers, if available)

The first two sentences of Article 5 of the Articles of Incorporation of Mercy, Inc., as amended, are hereby deleted and replaced with the following:

“The members of the governing board of the corporation shall be styled as directors, and the number thereof shall not be less than one. The number of directors may from time to time be increased or decreased in such manner as provided in the bylaws of the corporation, but the number shall not be reduced to less than one.”

3.     The vote by which the stockholders holding shares in the corporation entitling them to exercise a least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation” have voted in favor of the amendment is:  100%

4.     Effective date of filing: (optional)

(must not be later than 90 days after the certificate is filed)

5.     Signature:  (required)

X  /s/

Signature of Officer

*If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series

affected by the amendment regardless to limitations or restrictions on the voting power thereof.

IMPORTANT:  Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.

This form must be accompanied by
appropriate fees. Nevada Secretary of State Amend Profit
After
Revised: 3-6-09

EX-3.166

Exhibit 3.166

BYLAWS

OF

MERCY, INC.

(Formerly Mercy Medical Supply, Inc.)

ARTICLE I

STOCKHOLDERS

Section 1.01 Annual Meeting. The annual meeting of the stockholders of the corporation shall be held at 10:00 o’clock A.M. on the 1st Tuesday of October in each year, but if such date is a legal holiday then on the next succeeding business day for the purpose of electing directors of the corporation to serve during the ensuing year and for the transaction of such other business as may properly come before the meeting. If the election of the directors is not held on the day designated herein for any annual meeting of the stockholders, or at any adjournment thereof, the president shall cause the election to be held at a special meeting of the stockholders as soon thereafter as is convenient.

Section 1.02 Special Meetings. Special meetings of the stockholders may be called by the president or the Board of Directors and shall be called by the president at the written request of the holders of not less than 51% of the issued and outstanding voting shares of capital stock of the corporation.

All business lawfully to be transacted by the stockholders may be transacted at any special meeting or at any adjournment thereof. However, no business shall be acted upon at a special meeting except that referred to in the notice calling the meeting, unless all of the outstanding capital stock of the corporation is represented either in person or by proxy. Where all of the capital stock is represented, any lawful business may be transacted and the meeting shall be valid for all purposes.

Section 1.03 Place of Meetings. Any meeting of the stockholders of the corporation may be held at its principal office in the State of Nevada or at such other place in or out of the United States as the Board of Directors may designate. A waiver of notice signed by the stockholders entitled to vote may designate any place for the holding of such meeting.

Section 1.04 Notice of Meetings.

(a) The secretary shall sign and deliver to all stockholders of record written or printed notice of any meeting at least ten (10) days, but not more than sixty (60) days, before the date of such meeting; which notice shall state the place, date, and time of the meeting, the general nature of the business to be transacted, and, in the case of any meeting at which directors are to be elected, the names of nominees, if any, to be presented for election.

(b) In the case of any meeting, any proper business may be presented for action, except that the following items shall be valid only if the general nature of the proposal is stated in the notice or written waiver of notice:

(1) Action with respect to any contract or transaction between the corporation and one or more of its directors or officers or another firm, association, or corporation in which one or more of its directors or officers has a material financial interest;

(2) Adoption of amendments to the Articles of Incorporation; or

(3) Action with respect to the merger, consolidation, reorganization, partial or complete liquidation, or dissolution of the corporation.

(c) The notice shall be personally delivered or mailed by first class mail to each stockholder of record at the last known address thereof, as the same appears on the books of the corporation, and the giving of such notice shall be deemed delivered the date the same is deposited in the United States mail, postage prepaid. If the address of any stockholder does not appear upon the books of the corporation, it will be sufficient to address any notice to such stockholder at the principal office of the corporation.

(d) The written certificate of the person calling any meeting, duly sworn, setting forth the substance of the notice, the time and place the notice was mailed or personally delivered to the stockholders, and the addresses to which the notice was mailed shall be prima facie evidence of the manner and fact of giving such notice.

Section 1.05 Waiver of Notice. If all of the stockholders of the corporation shall waive notice of a meeting, no notice shall be required, and, whenever all of the stockholders shall meet in person or by proxy, such meeting shall be valid for all purposes without call or notice, and at such meeting any corporate rate action may be taken.

Section 1.06 Determination of Stockholders of Record.

(a) The Board of Directors may at any time fix a future date as a record date for the determination of the stockholders entitled to notice of any meeting or to vote or entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect of any other lawful action. The record date so fixed shall not be more than sixty (60) days prior to the date of such meeting nor more than sixty (60) days prior to any other action. When a record date is so fixed, only stockholders of record on that date are entitled to notice of and to vote at the meeting or to receive the dividend, distribution or allotment of rights, or to exercise their rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date.

(b) If no record date is fixed by the Board of Directors, then (1) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the business day next preceding the day on which notice is given or, if

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notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (2) the record date for determining stockholders entitled to give consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which written consent is given; and (3) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto, or the sixtieth (60th) day prior to the date of such other action, whichever is later.

Section 1.07 Quorum; Adjourned Meetings.

(a) At any meeting of the stockholders, a majority of the issued and outstanding voting shares of the corporation represented in person or by proxy, shall constitute a quorum.

(b) If less than a majority of the issued and outstanding voting shares are represented, a majority of shares so represented may adjourn from time to time at the meeting, until holders of the amount of stock required to constitute a quorum shall be in attendance. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted as originally called. When a stockholder’s meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken, unless the adjournment is for more than ten (10) days in which event notice thereof shall be given.

Section 1.08 Voting.

(a) Each stockholder of record, or such stockholder’s duly authorized proxy or attorney-in-fact shall be entitled to one (1) vote for each share of voting stock standing registered in such stockholder’s name on the books of the corporation on the record date.

(b) Except as otherwise provided herein, all votes with respect to shares standing in the name of an individual on the record date (included pledged shares) shall be cast only by that individual or such individual’s duly authorized proxy or attorney-in-fact. With respect to shares held by a representative of the estate of a deceased stockholder, guardian, conservator, custodian or trustee, votes may be cast by such holder upon proof of capacity, even though the shares do not stand in the name of such holder. In the case of shares under the control of a receiver, the receiver may cast votes carried by such shares even though the shares do not stand in the name of the receiver provided that the order of the court of competent jurisdiction which appoints the receiver contains the authority to cast votes carried by such shares. If shares stand in the name of a minor, votes may be cast only by the duly appointed guardian of the estate of such minor if such guardian has provided the corporation with written notice and proof of such appointment.

(c) With respect to shares standing in the name of a corporation on the record date, votes may be cast by such officer or agent as the bylaws of such corporation prescribe or, in the absence of an applicable bylaw provision, by such person as may be appointed by resolution of the Board of Directors of such corporation. In the event no person is so appointed, such votes of the corporation may be cast by any person (including the officer making the authorization)

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authorized to do so by the Chairman of the Board of Directors, President or any Vice-President of such corporation.

(d) Notwithstanding anything to the contrary herein contained, no votes may be cast by shares owned by this corporation or its subsidiaries, if any. If shares are held by this corporation or its subsidiaries, if any, in a fiduciary capacity, no votes shall be cast with respect thereto on any matter except to the extent that the beneficial owner thereof possesses and exercises either a right to vote or to give the corporation holding the same binding instructions on how to vote.

(e) With respect to shares standing in the name of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, husband and wife as community property, tenants by the entirety, voting trustees, persons entitled to vote under a stockholder voting agreement or otherwise and shares held by two or more persons (including proxy holders) having the same fiduciary relationship respect in the same shares, votes may be cast in the following manner:

(1) If only one such person votes, the vote of such person binds all.

(2) If more than one person casts votes, the act of the majority so voting binds all.

(3) If more than one person casts votes, but the vote is evenly split on a particular matter, the votes shall be deemed cast proportionately, as split.

(f) Any holder of shares entitled to vote on any matter may cast a portion of the votes in favor of such matter and refrain from casting the remaining votes or cast the same against the proposal, except in the case of elections of directors. If such holder entitled to vote fails to specify the number of affirmative votes, it will be conclusively presumed that the holder is casting affirmative votes with respect to all shares held.

(g) If a quorum is present, the affirmative vote of holders of a majority of the voting shares represented at the meeting and entitled to vote on any matter shall be the act of the stockholders, unless a vote of greater number or voting by classes is required by the laws of the State of Nevada, the Articles of Incorporation or these Bylaws.

Section 1.09 Proxies. At any meeting of stockholders, any holder of shares entitled to vote may authorize another person or persons to vote by proxy with respect to the shares held by an instrument in writing and subscribed to by the holder of such shares entitled to vote. No proxy shall be valid after the expiration of six (6) months from the date of execution thereof, unless coupled with an interest or unless otherwise specified in the proxy. In no event shall the term of a proxy exceed seven (7) years from the date. of its execution. Every proxy shall continue in full force and effect until its expiration or revocation. Revocation may be effected by filing an instrument revoking the same or a duly executed proxy bearing a later date with the secretary of the corporation.

Section 1.10 Order of Business. At the annual stockholder’s meeting, the regular order of business shall be as follows:

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1.             Determination of stockholders present and existence of quorum;

2.             Reading and approval of the minutes of the previous meeting or meetings;

3.             Reports of the Board of Directors, the president, treasurer and secretary of the corporation, in the order named;

4.             Reports of committees;

5.             Election of directors;

6.             Unfinished business;

7.             New business;

8.             Adjournment.

Section 1.11 Absentees Consent to Meetings. Transactions of any meeting of the stockholders are as valid as though had at a meeting duly held after regular call and notice if a quorum is present, either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not present in person or by proxy (and those who, although present, either object at the beginning of the meeting to the transaction of any business because the meeting has not been lawfully called or convened or expressly object at the meeting to the consideration of matters not included in the notice which are legally required to be included therein), signs a written waiver of notice and/or consent to the holding of the meeting or an approval of the minutes thereof. All such waivers, consents, and approvals shall be filed with the corporate records and made a part of the minutes of the meeting. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person objects at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters not included in the notice if such objection is expressly made at the beginning. Neither the business to be transacted at nor the purpose of any regular or special meeting of stockholders need be specified in any written waiver of notice, except as otherwise provided in Section 1.04(b) of these Bylaws.

Section 1.12 Action Without Meeting. Any action, except the election of directors, which may be taken by the vote of the stockholders at a meeting may be taken without a meeting if consented to by the holders of a majority of the shares entitled to vote or such greater proportion as may be required by the laws of the State of Nevada, the Articles of Incorporation, or these Bylaws. Whenever action is taken by written consent, a meeting of stockholders need not be called or noticed.

Section 1.13 Telephonic Meetings. Meetings of the stockholders may be held through the use of a conference telephone or similar communications equipment so long as all members

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participating in such meeting can hear one another at the time of such meeting. Participation in such a meeting constitutes presence in person at such meeting.

ARTICLE II

DIRECTORS

Section 2.01 Number, Tenure, and Qualifications. Except as otherwise provided herein, the Board of Directors of the corporation shall consist of at least three persons, who shall be elected at the annual meeting of the stockholders of the corporation and who shall hold office for one (1) year or until his or her successor or successors are elected and qualify. If, at any time, the number of stockholders of the corporation is less than three (3), the Board of Directors may consist of fewer persons, but shall not be less than the number of stockholders. A director need not be a stockholder of the corporation.

Section 2.02 Resignation. Any director may resign effective upon giving written notice to the chairman of the Board of Directors, the president, or the secretary of the corporation, unless the notice specifies a later time for effectiveness of such resignation. If the Board of Directors accepts the resignation of a director tendered to take effect at a future date, the Board or the stockholders may elect a successor to take office when the resignation becomes effective.

Section 2.03 Change In Number. Subject to the limitations in the laws of the State of Nevada, the Articles of Incorporation or Section 2.01 of these Bylaws, the number of directors may be changed from time to time by resolution adopted by the Board of Directors.

Section 2.04 Reduction in Number. No reduction of the number of directors shall have the effect of removing any director prior to the expiration of his term of office.

Section 2.05 Removal.

(a) The Board of Directors of the corporation, by majority vote, may declare vacant the office of a director who has been declared incompetent by an order of a court of competent jurisdiction or convicted of a felony.

(b) The stockholders of the corporation, by majority vote, may remove a director with or without cause.

Section 2.06 Vacancies.

(a) A vacancy in the Board of Directors because of death, resignation, removal, change in number of directors, or otherwise may be filled by the stockholders at any regular or special meeting or any adjourned meeting thereof (but not by written consent) or the remaining director(s) by the affirmative vote of a majority thereof. Each successor so elected shall hold office until the next annual meeting of stockholders or until a successor shall have been duly elected and qualified.

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(b) If, after the filling of any vacancy by the directors, the directors then in office who have been elected by the stockholders shall constitute less than a majority of the directors then in office, any holder or holders of an aggregate of five percent (5%) or more of the total number of shares entitled to vote may call a special meeting of stockholders to be held to elect the entire Board of Directors. The term of office of any director shall terminate upon such election of a successor.

Section 2.07 Regular Meetings. Immediately following the adjournment of, and at the same place as, the annual meeting of the stockholders, the Board of Directors, including directors newly elected, shall hold its annual meeting without notice, other than this provision, to elect officers of the corporation and to transact such further business as may be necessary or appropriate. The Board of Directors may provide by resolution the place, date, and hour for holding additional regular meetings.

Section 2.08 Special Meetings. Special meetings of the Board of Directors may be called by the chairman and shall be called by the chairman upon the request of any two (2) directors or the president of the corporation.

Section 2.09 Place of Meetings. Any meeting of the directors of the corporation may be held at its principal office in the State of Nevada or at such other place in or out of the United States as the Board of Directors may designate. A waiver of notice signed by the directors may designate any place for the holding of such meeting.

Section 2.10 Notice of Meetings. Except as otherwise provided in Section 2.07, the chairman shall deliver to all directors written or printed notice of any special meeting, at least 48 hours before the time of such meeting, by delivery of such notice personally or mailing such notice first class mail or by telegram. If mailed, the notice shall be deemed delivered two (2) business days following the date the same is deposited in the United States mail, postage prepaid. Any director may waive notice of any meeting, and the attendance of a director at a meeting shall constitute a waiver of notice of such meeting, unless such attendance is for the express purpose of objecting to the transaction of business there at because the meeting is not properly called or convened.

Section 2.11 Quorum; Adjourned Meetings.

(a) A majority of the Board of Directors in office shall constitute a quorum.

(b) At any meeting of the Board of Directors where a quorum is not present, a majority of those present may adjourn, from time to time, until a quorum is present, and no notice of such adjournment shall be required. At any adjourned meeting where a quorum is present, any business may be transacted which could have been transacted at the meeting originally called.

Section 2.12 Action without Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if a written consent thereto is signed by all of the members of the Board of Directors or of such committee. Such written consent or consents shall be filed with the minutes of the proceedings

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of the Board of Directors or committee. Such action by written consent shall have the same force and effect as the unanimous vote of the Board of Directors or committee.

Section 2.13 Telephonic Meetings. Meetings of the Board of Directors may be held through the use of a conference telephone or similar communications equipment so long as all members participating in such meeting can hear one another at the time of such meeting. Participation in such a meeting constitutes presence in person at such meeting.

Section 2.14 Board Decisions. The affirmative vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 2.15 Powers and Duties.

(a) Except as otherwise provided in the Articles of Incorporation or the laws of the State of Nevada, the Board of Directors is invested with the complete and unrestrained authority to manage the affairs of the corporation, and is authorized to exercise for such purpose as the general agent of the corporation, its entire corporate authority in such manner as it sees fit. The Board of Directors may delegate any of its authority to manage, control or conduct the current business of the corporation to any standing or special committee or to any officer or agent and to appoint any persons to be agents of the corporation with such powers, including the power to subdelegate, and upon such terms as may be deemed fit.

(b) The Board of Directors shall present to the stockholders at annual meetings of the stockholders, and when called for by a majority vote of the stockholders at a special meeting of the stockholders, a full and clear statement of the condition of the corporation, and shall, at request, furnish each of the stockholders with a true copy thereof.

(c) The Board of Directors, in its discretion, may submit any contract or act for approval or ratification at any annual meeting of the stockholders or any special meeting properly called for the purpose of considering any such contract or act, provided a quorum is present. The contract or act shall be valid and binding upon the corporation and upon all the stockholders thereof, if approved and ratified by the affirmative vote of a majority of the stockholders at such meeting.

Section 2.16 Compensation. The directors shall be allowed and paid all necessary expenses incurred in attending any meetings of the Board, but shall not receive any compensation for their services as directors until such time as the corporation is able to declare and pay dividends on its capital stock.

Section 2.17 Board Officers.

(a) At its annual meeting, the Board of Directors shall elect, from among its members, a chairman to preside at meetings of the Board of Directors. The Board of Directors may also elect such other board officers and for such term as it may from time to time, determine advisable.

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(b) Any vacancy in any board office because of death, resignation, removal or otherwise may be filled by the Board of Directors for the unexpired portion of the term of such office.

Section 2.18 Order of Business. The order of business at any meeting of the Board of Directors shall be as follows:

1.             Determination of members present and existence of quorum;

2.             Reading and approval of the minutes of any previous meeting or meetings;

3.             Reports of officers and committeemen;

4.             Election of officers (annual meeting);

5.             Unfinished business;

6.             New business;

7.             Adjournment.

ARTICLE III

OFFICERS

Section 3.01 Election. The Board of Directors, at its first meeting following the annual meeting of stockholders, shall elect a president, a secretary and a treasurer to hold office for one (1) year next coming and until their successors are elected and qualify. Any person may hold two or more offices. The Board of Directors may, from time to time, by resolution, appoint one or more vice-presidents, assistant secretaries, assistant treasurers and transfer agents of the corporation as it may deem advisable; prescribe their duties; and fix their compensation.

Section 3.02 Removal; Resignation. Any officer or agent elected or appointed by the Board of Directors may be removed by it with or without cause. Any officer may resign at any time upon written notice to the corporation without prejudice to the rights, if any, of the corporation under any contract to which the resigning officer is a party.

Section 3.03 Vacancies. Any vacancy in any office because of death, resignation, removal or otherwise may be filled by the Board of Directors for the unexpired portion of the term of such office.

Section 3.04 President. The president shall be the general manager and executive officer of the corporation, subject to the supervision and control of the Board of Directors, and shall direct the corporate affairs, with full power to execute all resolutions and orders of the Board of Directors not especially entrusted to some other officer of the corporation. The president shall preside at all meetings of the stockholders and shall perform such other duties as shall be prescribed by the

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Board of Directors.

Unless otherwise ordered by the Board of Directors, the president shall have full power and authority on behalf of the corporation to attend and to act and to vote at any meetings of the stockholders of any corporation in which the corporation may hold stock and, at any such meetings, shall possess and may exercise any and all rights and powers incident to the ownership of such stock. The Board of Directors, by resolution from time to time, may confer like powers on any person or persons in place of the president to represent the corporation for these purposes.

Section 3.05 Vice-President. The Board of Directors may elect one or more vice-presidents who shall be vested with all the powers and perform all the duties of the president whenever the president is absent or unable to act, including the signing of the certificates of stock issued by the corporation, and the vice-president shall perform such other duties as shall be prescribed by he Board of Directors.

Section 3.06 Secretary. The secretary shall keep the minutes of all meetings of the stockholders and the Board of Directors in books provided for that purpose. The secretary shall attend to the giving and service of all notices of the corporation, may sign with the president in the name of the corporation all contracts authorized by the Board of Directors or appropriate committee, shall have the custody of the corporate seal, shall affix the corporate seal to all certificates of stock duly issued by the corporation, shall have charge of stock certificate books, transfer books and stock ledgers, and such other books and papers as the Board of Directors or appropriate committee may direct, and shall, in general, perform all duties incident to the office of the secretary. All corporate books kept by the secretary shall be open for examination by any director at any reasonable time.

Section 3.07 Assistant Secretary. The Board of Directors may appoint an assistant secretary who shall have such powers and perform such duties as may be prescribed for him by the secretary of the corporation or by the Board of Directors.

Section 3.08 Treasurer. The treasurer shall be the chief financial officer of the corporation, subject to the supervision and control of the Board of Directors, and shall have custody of all the funds and securities of the corporation. When necessary or proper, the treasurer shall endorse on behalf of the corporation for collection checks, notes, and other obligations, and shall deposit all monies to the credit of the corporation in such bank or banks or other depository as the Board of Directors may designate, and shall sign all receipts and vouchers for payments made by the corporation. Unless otherwise specified by the Board of Directors, the treasurer shall sign with the president all bills of exchange and promissory notes of the corporation, shall also have the care and custody of the stocks, bonds, certificates, vouchers, evidence of debts, securities, and such other property belonging to the corporation as the Board of Directors shall designate, and shall sign all papers required by law, by these Bylaws, or by the Board of Directors to be signed by the treasurer. The treasurer shall enter regularly in the books of the corporation, to be kept for that purpose, full and accurate accounts of all monies received and paid on account of the corporation and, whenever required by the Board of Directors, the treasurer shall render a statement of any or all accounts. The treasurer shall at all reasonable times exhibit the books of

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account to any directors of the corporation and shall perform all acts incident to the position of treasurer subject to the control of the Board of Directors.

The treasurer shall, if required by the Board of Directors, give bond to the corporation in such sum and with such security as shall be approved by the Board of Directors for the faithful performance of all the duties of treasurer and for restoration to the corporation, in the event of the treasurer’s death, resignation, retirement or removal from office, of all books, records, papers, vouchers, money and other property belonging to the corporation. The expense of such bond shall be borne by the corporation.

Section 3.09 Assistant Treasurer. The Board of Directors may appoint an assistant treasurer who shall have such powers and perform such duties as may be prescribed by the treasurer of the corporation or by the Board of Directors, and the Board of Directors may require the assistant treasurer to give a bond to the corporation in such sum and with such security as it may approve, for the faithful performance of the duties of assistant treasurer, and for restoration to the corporation, in the event of the assistant treasurer’s death, resignation, retirement or removal from office, of all books, records, papers, vouchers, money and other property belonging to the corporation. The expense of such bond shall be borne by the corporation.

ARTICLE IV

CAPITAL STOCK

Section 4.01 Issuance. Shares of capital stock of the corporation shall be issued in such manner and at such times and upon such conditions as shall be prescribed by the Board of Directors.

Section 4.02 Certificates. Ownership in the corporation shall be evidenced by certificates for shares of stock in such form as shall be prescribed by the Board of Directors, shall be under the seal of the corporation and shall be signed by the president or the vice-president and also by the secretary or an assistant secretary. Each certificate shall contain the name of the record holder, the number, designation, if any, class or series of shares represented, a statement of summary of any applicable rights, preferences, privileges or restrictions thereon, and a statement that the shares are assessable, if applicable. All certificates shall be consecutively numbered. The name and address of the stockholder, the number of shares, and the date of issue shall be entered on the stock transfer books of the corporation.

Section 4.03 Surrender; Lost or Destroyed Certificates. All certificates surrendered to the corporation, except those representing shares of treasury stock, shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been cancelled, except that in case of a lost, stolen, destroyed or mutilated certificate, a new one may be issued therefor. However, any stockholder applying for the issuance of a stock certificate in lieu of one alleged to have been lost, stolen, destroyed or mutilated shall, prior to the issuance of a replacement, provide the corporation with his, her or its affidavit of the facts surrounding the loss, theft, destruction or mutilation and if required by the Board of Directors, an indemnity bond in an amount and upon such terms as the treasurer, or the Board of Directors, shall require. In no

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case shall the bond be in an amount less than twice the current market value of the stock and it shall indemnify the corporation against any loss, damage, cost or inconvenience arising as a consequence of the issuance of a replacement certificate.

Section 4.04 Replacement Certificate. When the Articles of Incorporation are amended in any way affecting the statements contained in the certificates for outstanding shares of capital stock of the corporation or it becomes desirable for any reason, including, without limitation, the merger or consolidation of the corporation with another corporation or the reorganization of the corporation, to cancel any outstanding certificate for shares and issue a new certificate therefor conforming to the rights of the holder, the Board of Directors may order any holders of outstanding certificates for shares to surrender and exchange the same for new certificates within a reasonable time to be fixed by the Board of Directors. The order may provide that a holder of any certificate(s) ordered to be surrendered shall not be entitled to vote, receive dividends or exercise any other rights of stockholders until the holder has complied with the order provided that such order operates to suspend such rights only after notice and until compliance.

Section 4.05 Transfer of Shares. No transfer of stock shall be valid as against the corporation except on surrender and cancellation of the certificate therefor, accompanied by an assignment or transfer by the registered owner made either in person or under assignment. Whenever any transfer shall be expressly made for collateral security and not absolutely, the collateral nature of the transfer shall be reflected in the entry of transfer on the books of the corporation.

Section 4.06 Transfer Agent. The Board of Directors may appoint one or more transfer agents and registrars of transfer and may require all certificates for shares of stock to bear the signature of such transfer agent and such registrar of transfer.

Section 4.07 Stock Transfer Books. The stock transfer books shall be closed for a period of ten (10) days prior to all meetings of the stockholders and shall be closed for the payment of dividends as provided in Article V hereof and during such periods as, from time to time, may be fixed by the Board of Directors, and, during such periods, no stock shall be transferable.

Section 4.08 Miscellaneous. The Board of Directors shall have the power and authority to make such rules and regulations not inconsistent herewith as it may deem expedient concerning the issue, transfer, and registration of certificates for shares of the capital stock of the corporation.

ARTICLE V

DIVIDENDS

Section 5.01 Dividends may be declared, subject to the provisions of the laws of the State of Nevada and the Articles of Incorporation, by the Board of Directors at any regular or special meeting and may be paid in cash, property, shares of corporate stock, or any other medium. The Board of Directors may fix in advance a record date, as provided in Section 1.06 of these Bylaws, prior to the dividend payment for the purpose of determining stockholders entitled to receive payment of any dividend. The Board of Directors may close the stock transfer books for

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such purpose for a period of not more than ten (10) days prior to the payment date of such dividend.

ARTICLE VI

OFFICES; RECORDS; REPORTS; SEAL; AND FINANCIAL MATTERS

Section 6.01 Principal Office. The principal office of the corporation in the State of Nevada shall be at 1710 West Charleston Boulevard, Las Vegas, Nevada 89101.

The Board of Directors may from time to time, by resolution, change the location of the principal office within the State of Nevada. The corporation may also maintain an office or offices at such other place or places, either within or without the State of Nevada, as may be resolved, from time to time by the Board of Directors.

Section 6.02 Records. The stock transfer books and a certified copy of the Bylaws, Articles of Incorporation, any amendments thereto, and the minutes of the proceedings of stockholders, the Board of Directors, and committees of the Board of Directors shall be kept at the principal office of the corporation for the inspection of all who have the right to see the same and for the transfer of stock. All other books of the corporation shall be kept at such places as may be prescribed by the Board of Directors.

Section 6.03 Financial Report on Request. Any stockholder or stockholders holding at least five percent (5%) of the outstanding shares of any class of stock may make a written request for an income statement of the corporation for the three (3) month, six (6) month, or nine (9) month period of the current fiscal year ended more than thirty (30) days prior to the date of the request and a balance sheet of the corporation as of the end of such period. In addition, if no annual report for the last fiscal year has been sent to stockholders, such stockholder or stockholders may make a request for a balance sheet as of the end of such fiscal year and an income statement and statement of changes in financial position for such fiscal year. The statements shall be delivered or mailed to the person making the request within thirty (30) days thereafter. A copy of the statements shall be kept on file in the principal office of the corporation for twelve (12) months, and such copies shall be exhibited at all reasonable times to any stockholder demanding an examination of them or a copy shall be mailed to each stockholder. Upon request by any stockholder, there shall be mailed to the stockholder a copy of the last annual, semiannual, or quarterly income statement which it has prepared and a balance sheet as of the end of the period. The financial statements referred to in this Section 6.03 shall be accompanied by the report thereon, if any, of any independent accountants engaged by the corporation or the certificate of an authorized officer of the corporation that such financial statements were prepared without audit from the books and records of the corporation.

Section 6.04 Right of Inspection.

(a) The accounting books and records and minutes of proceedings of the stockholders and the Board of Directors and committees of the Board of Directors shall be open to inspection upon the written demand of any stockholder or holder of a voting trust certificate at any reasonable

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time during usual business hours for a purpose reasonably related to such holder’s interest as a stockholder or as the holder of such voting trust certificate. This right of inspection shall extend to the records of the subsidiaries, if any, of the corporation. Such inspection may be made in person or by agent or attorney, and the right of inspection includes the right to copy and make extracts.

(b) Every director shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents of every kind and to inspect the physical properties of the corporation and/or its subsidiary corporations. Such inspection may be made in person or by agent or attorney, and the right of inspection includes the right to copy and make extracts.

Section 6.05 Corporate Seal. The Board of Directors may, by resolution, authorize a seal, and the seal may be used by causing it, or a facsimile, to be impressed or affixed or re-produced or otherwise. Except when otherwise specifically provided herein, any officer of the corporation shall have the authority to affix the seal to any document requiring it.

Section 6.06 Fiscal Year. The fiscal year-end of the corporation shall be March 31st or such other term as may be fixed by resolution of the Board of Directors.

Section 6.07 Reserves. The Board of Directors may create, by resolution, out of the earned surplus of the corporation such reserves as the directors may, from time to time, in their discretion, think proper to provide for contingencies, or to equalize dividends or to repair or maintain any property of the corporation, or for such other purpose as the Board of Directors may deem beneficial to the corporation, and the directors may modify or abolish any such reserves in the manner in which they were created.

Section 6.08 Payments to Officers or Directors. Any payments made to an officer or director of the corporation, such as salary, commission bonus, interest, rent or entertainment expense, which shall be disallowed by the Internal Revenue Service in whole or in part as a deductible expense by the corporation, shall be reimbursed by such officer or director to the corporation to the full extent of such disallowance. It shall be the duty of the Board of Directors to enforce repayment of each such amount disallowed. In lieu of direct reimbursement by such officer or director, the Board of Directors may withhold future compensation to such officer or director until the amount owed to the corporation has been recovered.

ARTICLE VII

INDEMNIFICATION

Section 7.01 In General. Subject to Section 7.02, the corporation shall indemnify any director, officer, employee or agent of the corporation, or any person serving in any such capacity of any other entity or enterprise at the request of the corporation, against any and all legal expenses (including attorney’s fees), claims and/or liabilities arising out of any action, suit or proceeding, except an action by or in the right of the corporation.

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Section 7.02 Lack of Good Faith; Criminal Conduct. The corporation may, but shall not be required to, indemnify any person unless such person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, where there was no reasonable cause to believe the conduct was unlawful. The termination of any action, suit or proceeding by judgment, order or settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation, and that, with respect to any criminal action or proceeding, there was reasonable cause to believe that the conduct was unlawful.

Section 7.03 Successful Defense of Actions. The corporation shall reimburse or otherwise indemnify any director, officer, employee, or agent against legal expenses (including attorneys’ fees) actually and reasonably incurred in connection with defense of any action, suit, or proceeding hereinabove referred to, to the extent such person is successful on the merits or otherwise.

Section 7.04 Authorization. Indemnification shall be made by the corporation only when authorized in the specific case and upon a determination that indemnification is proper by:

(1) The stockholders;

(2) A majority vote of a quorum of the Board of Directors, consisting of directors who were not parties to the action, suit, or proceeding; or

(3) Independent legal counsel in a written opinion, if a quorum of disinterested directors orders or if a quorum of disinterested directors cannot be obtained.

Section 7.05 Advancing Expenses. Expenses incurred in defending any action, suit, or proceeding may be paid by the corporation in advance of the final disposition, when authorized by the Board of Directors, upon receipt of an undertaking by or on behalf of the person defending to repay such advances if indemnification is not ultimately available under these provisions.

Section 7.06 Continuing Indemnification. The indemnification provided by these Bylaws shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

Section 7.07 Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation or who is or was serving at the request of the corporation in any capacity against any liability asserted.

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ARTICLE VIII

BYLAWS

Section 8.01 Amendment. These Bylaws may be altered, amended or repealed at any regular meeting of the Board of Directors without prior notice, or at any special meeting of the Board of Directors if notice of such alteration, amendment or repeal be contained in the notice of such special meeting. These Bylaws may only be altered, amended, or repealed at a meeting of the stockholders at which a quorum is present by the affirmative vote of the holders of a majority of the capital stock of the corporation entitled to vote or by the consent of the stockholders in accordance with Section 1.12 of these Bylaws.

Section 8.02 Additional Bylaws. Additional bylaws not inconsistent herewith may be adopted by the Board of Directors at any meeting of the Board of Directors at which a quorum is present by an affirmative vote of a majority of the directors present or by the unanimous consent of the Board of Directors in accordance with Section 2.12 of these Bylaws. Any Bylaws so adopted shall be presented to the stockholders for alteration, amendment, or repeal in accordance with Section 8.01 of these Bylaws.

CERTIFICATION

I, the undersigned, being the duly elected secretary of the corporation, do hereby certify that the foregoing Bylaws were adopted by the Board of Directors the 1st of March, 1975.

/s/ Kathryn Kessler Secretary

Secretary

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EX-3.167

Exhibit 3.167

CERTIFICATE OF INCORPORATION

OF

METRO AMBULANCE SERVICE (RURAL), INC.

ARTICLE ONE

NAME

The name of the corporation is METRO AMBULANCE SERVICE (RURAL), INC. (the “Corporation”).

ARTICLE TWO

PERIOD OF DURATION

The period of duration of the Corporation is perpetual.

ARTICLE THREE

PURPOSES AND POWERS

Section 1. Purposes. The purposes for which the Corporation is organized are to transact any and all lawful business for which corporations may be organized under the General Corporation Law of the State of Delaware (the “GCL”).

Section 2. Powers. Subject to any specific written limitations or restrictions imposed by the GCL, by other law, or by the Certificate of Incorporation, and solely in furtherance thereof, but not in addition to the purposes set forth in Section 1 of this Article, the Corporation shall have and exercise all of the powers specified in the GCL, which powers are not inconsistent with the Articles of this Certificate.

ARTICLE FOUR

CAPITALIZATION, PREEMPTIVE RIGHTS AND VOTING

Section 1. Authorized Shares. The Corporation shall have authority to issue one class of shares to be designated as, “Common Stock”. The total number of shares of Common Stock which the Corporation is authorized to issue is One Hundred Thousand (100,000), all at a par value of $.01.

Section 2. Preemptive Rights. Unless otherwise determined by the Board of Directors, no holder of shares of capital stock of the Corporation shall, as such holder, have any right to purchase or subscribe for any capital stock which the Corporation may issue or sell, whether or not exchangeable for any capital stock of the Corporation, whether issued out of unissued shares authorized by this Certificate of Incorporation as originally filed or by any amendment thereof, or out of shares of capital stock of the Corporation acquired by it after the issue thereof; nor unless otherwise determined by the Board of Directors in the manner provided under the GCL, shall any holder of shares of capital stock of the Corporation, as such holder, have any right to purchase, acquire or subscribe for any securities which the Corporation may issue or sell whether or not convertible into or exchangeable for shares of capital stock of the Corporation, and

whether or not any such securities have attached or appurtenant thereto warrants, options or other instruments which entitle the holders thereof to purchase, acquire or subscribe for shares of capital stock.

Section 3. Voting. In the exercise of voting privileges, each holder of shares of the capital stock of the Corporation entitled to voting rights shall be entitled to one (1) vote for each share held in his name on the books of the Corporation. In all elections of Directors of the Corporation, cumulative voting is expressly prohibited. As such, each holder of shares of capital stock of the Corporation entitled to vote at the election of Directors shall have the right to vote, in person or by proxy, all or any portion of such shares for or against each individual Director to be elected and shall not be entitled to vote for or against any one Director more than the aggregate number of shares held by such holder which are entitled to vote on the election of Directors. With respect to any action to be taken by the Shareholders of the Corporation as to any matter, the affirmative vote of the holders of a majority of the shares of the capital stock of the Corporation entitled to vote thereon and represented in person or by proxy at a meeting of the Shareholders at which a quorum is present shall be sufficient to authorize, affirm, ratify or consent to such action. Any action required by the GCL to be taken at any annual or special meeting of Shareholders may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holder or holders of a majority of the outstanding shares of the capital stock of the Corporation entitled to vote thereon.

ARTICLE FIVE

REGISTERED AGENT AND OFFICE

Section 1. Registered Office. The address of the registered office of the Corporation is in the State of Delaware is The Prentice-Hall Corporation System, Inc., 32 Loockerman Square, Suite L-100 in the City of Dover, County of Kent, Delaware 19901-7421.

Section 2. Registered Agent. The name of the registered agent of the Corporation at such address is The Prentice-Hall Corporation System, Inc.

ARTICLE SIX

DIRECTORS

Section 1. Board of Directors. The Board of Directors shall consist of one or more members who need not be residents of the State of Delaware or Shareholders of the Corporation. The number of Directors of the Corporation may from time to time be changed in accordance with the Bylaws of the Corporation and the GCL.

Section 2. Names and Addresses. The names and addresses of the persons who are to serve as Directors until the next annual meeting of Shareholders or until their successors are elected and qualified, or until their earlier death, resignation, or removal are as follows:

	NUMBER, STREET
NAME	OR BUILDING	CITY, STATE
Paul M. Verrochi	67 Batterymarch Street, Suite 300	Boston, MA 02110
Dominic J. Puopolo	67 Batterymarch Street, Suite 300	Boston, MA 02110
John K. Rester	12020 Intraplex Parkway	Gulf Port, MS 39503-4602

Section 3. Limitations on Liability of Directors. No Director of the Corporation shall be personally liable to the Corporation or its Shareholders for monetary damages for an act or omission in the Director’s capacity as a Director; provided, however, that the foregoing provision shall not eliminate or limit the liability of a Director to the extent a Director is found liable for (a) a breach of the Director’s duty of loyalty to the Corporation or its Shareholders, (b) an act or omission not in good faith that constitutes a breach of duty of the Director to the Corporation or an act or omission that involves intentional misconduct or a knowing violation of the law, (c) a transaction from which the Director received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the Director’s office, or (d) an act or omission for which the liability of the Director is expressly provided by an applicable statute.

If the GCL or other applicable provision of Delaware law hereafter is amended to authorize further elimination or limitation of the liability of Directors, then the liability of a Director of the Corporation, in addition to the limitation on the personal liability provided herein, shall be limited to the fullest extent permitted by the GCL or other applicable provision of Delaware law as amended. Any repeal or modification of this Section 3 by the Shareholders of the Corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a Director of the Corporation existing at the time of such repeal or modification.

ARTICLE SEVEN

SPECIAL POWERS OF BOARD OF DIRECTORS

In furtherance of, and not in limitation of the powers and authorities conferred under the GCL, the Board of Directors is expressly authorized:

(1) To make, alter, amend and rescind the Bylaws of the Corporation; to fix, adjust and maintain from time to time the amount to be reserved as working capital; and to authorize and cause to be executed mortgages and liens upon the real and personal property of the Corporation.

(2) From time to time, to determine whether and to what extent and at what times and places and under what conditions and provisions the accounts and books of the Corporation shall be maintained and made available for inspection of any Shareholder, and no Shareholder shall have any right to inspect any account or books or records of the Corporation, except as provided in the GCL, or authorized by the Board of Directors.

(3) If the Bylaws so provide, to designate two or more of their number to constitute an executive committee, which committee shall, as provided in said resolution or in the Bylaws of the Corporation, have and exercise any or all of the powers of the Board of Directors in the

management of the business and affairs of the Corporation, except to the extent that the GCL requires a particular matter to be authorized by the Board of Directors.

ARTICLE EIGHT

ADDITIONAL POWERS IN BYLAWS

The Corporation may in its Bylaws confer powers and authorities upon the Board of Directors in addition to the foregoing and to those expressly conferred upon them by the GCL.

ARTICLE NINE

TRANSACTIONS WITH DIRECTORS, OFFICERS AND SHAREHOLDERS

The Officers, Directors and Shareholders holding ten percent (10%) or more of the outstanding capital stock of the Corporation (“Insiders”) may enter into business transactions with the Corporation in which they are personally interested without such transaction being affected or invalidated solely because of such personal interest; provided, however, that nothing contained herein shall relieve any Insider from liability for breach of the fiduciary duties of an Insider or authorize any Insider to enter into any transaction with the Corporation in which such Insider has a material interest for the purpose of personal gain to the detriment of the Corporation.

ARTICLE TEN

INDEMNIFICATION

Section 1. Mandatory Indemnification and Advancement of Expenses. Each person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, any appeal in such action, suit or proceeding, and any inquiry or investigation that could lead to such an action, suit, or proceeding (“Proceeding”), by reason of the fact that he is or was a Director or Officer of the Corporation, or who, while a Director of the Corporation, is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise, shall be indemnified and held harmless by the Corporation to the fullest extent permitted by the GCL against all judgments, penalties (including excise and similar taxes), fines, settlements, and reasonable expenses (including attorneys’ fees) actually incurred by such person in connection with such Proceeding. Such right shall be a contract right and shall include the right to require advancement by the Corporation of reasonable expenses (including attorneys’ fees) incurred in defending any such Proceeding in advance of its final disposition; provided, however, that the payment of such expenses in advance of the final disposition of such Proceeding shall be made by the Corporation only upon delivery to the Corporation of a written affirmation by such person of his good faith belief that he has met the standard of conduct necessary for indemnification under the GCL and a written undertaking, by or on behalf of such person, to repay all amounts so advanced if it should be ultimately determined that such person has not satisfied such requirements.

Section 2. Nature of Indemnification. The indemnification and advancement of expenses provided for herein shall not be deemed exclusive of any other rights permitted by law to which a person seeking indemnification may be entitled under any Bylaw, agreement, vote of Shareholders or disinterested Directors or otherwise, and shall continue as to a person who has ceased to be a Director or Officer of the Corporation and shall inure to the benefit of the heirs. executors and administrators of such a person.

Section 3. Insurance. The Corporation shall have power to purchase and maintain insurance or another arrangement on behalf of any person who is or was a Director, Officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnity him against such liability under the provisions of this Article Ten or the GCL.

ARTICLE ELEVEN

AMENDMENT OF BYLAWS

The Shareholders of the Corporation hereby delegate to the Board of Directors the power to adopt, alter, amend or repeal the Bylaws of the Corporation. Such power shall be vested exclusively in the Board of Directors and shall not be exercised by the Shareholders.

ARTICLE TWELVE

POWER TO CALL SPECIAL SHAREHOLDERS’ MEETINGS

Special meetings of the Shareholders of the Corporation may be called by the President of the Corporation, the Board of Directors or holders of not less than ten percent (10%) of all the shares entitled to vote at the proposed special meeting of the Shareholders.

ARTICLE THIRTEEN

AMENDMENTS

The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation or in its Bylaws in the manner now or hereafter prescribed by the GCL or this Certificate of Incorporation, and all rights conferred on Shareholders herein are granted subject to this reservation.

ARTICLE FOURTEEN

INCORPORATOR

The name and mailing address of the Incorporator of the Corporation is as follows:

NAME	MAILING ADDRESS
Lila Newberry Bradley, Esq.	3340 Peachtree Road, N.E.
	Suite 2000,
	Tower Place
	Atlanta, Georgia 30326-1026

ARTICLE FIFTEEN

CAPTIONS

The captions used in this Certificate of Incorporation are for convenience only and shall not be construed in interpreting the provisions hereof.

IN WITNESS WHEREOF, the Incorporator of the Corporation has caused this Certificate of Incorporation to be executed on this 9th day of August, 1994.

/s/ Lila Newberry Bradley

Lila Newberry Bradley, Esq., Incorporator

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

METRO AMBULANCE SERVICE (RURAL), INC.

Metro Ambulance Service (Rural), Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of said corporation has adopted by unanimous written consent the following resolution:

RESOLVED: That is advisable and in the best interest of this Corporation that Section 1 of Article 4 of the Certificate of Incorporation of this Corporation be amended to read in its entirety as follows:

“Section 1. Authorized Shares. The Corporation shall have authority to issue one class of shares to be designated as, “Common Stock”. The total number of shares of Common Stock which the Corporation is authorized to issue is Three Thousand (3,000), all at a par value of $.01.”

SECOND: That said amendment has been consented to and authorized by the holder of a majority of the issued and outstanding stock entitled to vote by written consent given in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Section 242 and 228 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said corporation has caused this Certificate to be signed by William E. Earl, its President, and attested by Daniel W. Alexander, its Secretary, this 18 day of September, 1995.

/s/ William E. Earl

President

Attested by:	/s/ DW Alexander
	Secretary

CERTIFICATE OF CHANGE OF REGISTERED AGENT

AND

REGISTERED OFFICE

* * * * *

Metro Ambulance Service (Rural), Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

The present registered agent of the corporation is The Prentice-Hall Corporation System, Inc., and the present registered office of the corporation is in the county of New Castle.

The Board of Directors of Metro Ambulance Service (Rural), Inc., adopted the following resolution on the 1st day of September, 1996.

Resolved, that the registered office of Metro Ambulance Service (Rural), Inc., in the state of Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange Street in the City of Wilmington, County of New Castle, and the authorization of the present registered agent of this corporation be and the same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby constituted and appointed the registered agent of this corporation at the address of its registered office.

IN WITNESS WHEREOF, Metro Ambulance Service (Rural), Inc. has caused this statement to be signed by William George, its Vice President this 1st day of September, 1996.

By	/s/ William George
	William George
	Vice President

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

AND OF REGISTERED AGENT

OF

METRO AMBULANCE SERVICE (RURAL), INC.

It is hereby certified that:

1.     The name of the corporation (hereinafter called the “corporation”) is:

METRO AMBULANCE SERVICE (RURAL), INC.

2.     The registered office of the corporation within the State of Delaware is hereby changed to 2711 Centerville Road, Suite 400, City of Wilmington 19808, County of New Castle.

3.     The registered agent of the corporation within the State of Delaware is hereby changed to Corporation Service Company, the business office of which is identical with the registered office of the corporation as hereby changed.

4.     The corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on February 10, 2006

/s/ Randy Owen

Name: Randy Owen

Title: Chief Financial Officer & VP

EX-3.168

Exhibit 3.168

BY-LAWS

OF

THE SUBSIDIARIES OF

AMERICAN MEDICAL RESPONSE, INC.

Section 1. LAW, CERTIFICATE OF INCORPORATION

AND BY-LAWS

1.1. These by-laws are subject to the certificate of incorporation of the corporation. In these by-laws, references to law, the certificate of incorporation and by-laws mean the law, the provisions of the certificate of incorporation and the by-laws as from time to time in effect.

Section 2. STOCKHOLDERS

2.1. Annual Meeting. The annual meeting of stockholders shall be held at 10:00 am on the second Tuesday in May in each year, unless that day be a legal holiday at the place where the meeting is to be held, in which case the meeting shall be held at the same hour on the next succeeding day not a legal holiday, or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect a board of directors and transact such other business as may be required by law or these by-laws or as may properly come before the meeting.

2.2. Special Meetings. A special meeting of the stockholders may be called at any time by the chairman of the board, if any, the president or the board of directors. A special meeting of the stockholders shall be called by the secretary, or in the case of the death, absence, incapacity or refusal of the secretary, by an assistant secretary or some other officer, upon application of a majority of the directors. Any such application shall state the purpose or purposes of the proposed meeting. Any such call shall state the place, date, hour, and purposes of the meeting.

2.3. Place of Meeting. All meetings of the stockholders for the election of directors or for any other purpose shall be held at such place within or without the state of incorporation as may be determined from time to time by the chairman of the board, if any, the president or the board of directors. Any adjourned session of any meeting of the stockholders shall be held at the place designated in the vote of adjournment.

2.4. Notice of Meetings. Except as otherwise provided by law, a written notice of each meeting of stockholders stating the place, day and hour thereof and, in the case of a special meeting, the purposes for which the meeting is called, shall be given not less then ten nor more than sixty days before the meeting, to each stockholder entitled to vote thereat, and to each stockholder who, by law, by the certificate of incorporation or by these by-laws, is entitled to notice, by leaving such notice with him or at his residence or usual place of business, or by depositing it in the United States mail, postage prepaid, and addressed to such stockholder at his

address as it appears in the records of the corporation. Such notice shall be given by the secretary, or by an officer or person designated by the board of directors, or in the case of a special meeting by the officer calling the meeting. As to any adjourned session of any meeting of stockholders, notice of the adjourned meeting need not be given if the time and place thereof are announced at the meeting at which the adjournment was taken except that if the adjournment is for more than thirty days or if after the adjournment a new record date is set for the adjourned session, notice of any such adjourned session of the meeting shall be given in the manner heretofore described. No notice of any meeting of stockholders or any adjourned session thereof need be given to a stockholder if a written waiver of notice, executed before or after the meeting or such adjourned session by such stockholder, is filed with the records of the meeting or if the stockholder attends such meeting without objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the stockholders or any adjourned session thereof need be specified in any written waiver of notice.

2.5. Quorum of Stockholders. At any meeting of the stockholders a quorum as to any matter shall consist of a majority of the votes entitled to be cast on the matter, except where a larger quorum is required by law, by the certificate of incorporation or by these by-laws. Any meeting may be adjourned from time to time by a majority of the votes properly cast upon the question, whether or not a quorum is present. If a quorum is present at an original meeting, a quorum need not be present at an adjourned session of that meeting. Shares of its own stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of any corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

2.6. Action by Vote. When a quorum is present at any meeting, a plurality of the votes properly cast for election to any office shall elect to such office and a majority of the votes properly cast upon any question other than an election to an office shall decide the question, except when a larger vote is required by law, by the certificate of incorporation or by these by-laws. No ballot shall be required for any election unless requested by a stockholder present or represented at the meeting and entitled to vote in the election.

2.7. Action without Meetings. Unless otherwise provided in the certificate of incorporation, any action required or permitted to be taken by stockholders for or in connection with any corporate action may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in the state of incorporation by hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. No written consent shall be effective to take the corporate action referred to therein unless written consents signed by a number of stockholders sufficient to take such action are delivered to the corporation

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in the manner specified in this paragraph within sixty days of the earliest dated consent so delivered.

If action is taken by consent of stockholders and in accordance with the foregoing, there shall be filed with the records of the meetings of stockholders the writing or writings comprising such consent.

If action is taken by less than unanimous consent of stockholders, prompt notice of the taking of such action without a meeting shall be given to those who have not consented in writing and a certificate signed and attested to by the secretary that such notice was given shall be filed with the records of the meetings of stockholders.

In the event that the action which is consented to is such as would have required the filing of a certificate under any provision of the General Corporation Law of the State of Delaware, if such action had been voted upon by the stockholders at a meeting thereof, the certificate filed under such provision shall state, in lieu of any statement required by such provision concerning a vote of stockholders, that written consent has been given under Section 228 of said General Corporation Law and that written notice has been given as provided in such Section 228.

2.8. Proxy Representation. Every stockholder may authorize another person or persons to act for him by proxy in all matters in which a stockholder is entitled to participate, whether by waiving notice of any meeting, objecting to or voting or participating at a meeting, or expressing consent or dissent without a meeting. Every proxy must be signed by the stockholder or by his attorney-in-fact. No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally. The authorization of a proxy may but need not be limited to specified action, provided, however, that if a proxy limits its authorization to a meeting or meetings of stockholders, unless otherwise specifically provided such proxy shall entitle the holder thereof to vote at any adjourned session but shall not be valid after the final adjournment thereof.

2.9. Inspectors. The directors or the person presiding at the meeting may, and shall if required by applicable law, appoint one or more inspectors of election and any substitute inspectors to act at the meeting or any adjournment thereof. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspectors shall make a report in writing of any challenge, question or matter determined by them and execute a certificate of any fact found by them.

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2.10. List of Stockholders. The secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in his name. The stock ledger shall be the only evidence as to who are stockholders entitled to examine such list or to vote in person or by proxy at such meeting.

Section 3. BOARD OF DIRECTORS

3.1. Number. The corporation shall have one or more directors, the number shall be consistent with applicable law and shall be determined from time to time by vote of a majority of the directors then in office. No director need be a stockholder.

3.2. Tenure. Each director shall hold office until the next annual meeting and until his successor is elected and qualified, or until he sooner dies, resigns, is removed or becomes disqualified.

3.3. Powers. The business and affairs of the corporation shall be managed by or under the direction of the board of directors who shall have and may exercise all the powers of the corporation and do all such lawful acts and things as are not by law, the certificate of incorporation or these by-laws directed or required to be exercised or done by the stockholders.

3.4. Vacancies. Vacancies and any newly created directorships resulting from any increase in the number of directors may be filled by vote of the holders of the particular class or series of stock entitled to elect such director at a meeting called for the purpose, or by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, in each case elected by the particular class or series of stock entitled to elect such directors. When one or more directors shall resign from the board, effective at a future date, a majority of the directors then in office, including those who have resigned, who were elected by the particular class or series of stock entitled to elect such resigning director or directors shall have power to fill such vacancy or vacancies, the vote or action by writing thereon to take effect when such resignation or resignations shall become effective. The directors shall have and may exercise all their powers notwithstanding the existence of one or more vacancies in their number, subject to any requirements of law or of the certificate of incorporation or of these by-laws as to the number of directors required for a quorum or for any vote or other actions.

3.5. Committees. The board of directors may, by vote of a majority of the whole board, (a) designate, change the membership of or terminate the existence of any committee or committees, each committee to consist of one or more of the directors; (b) designate one or more directors as alternate members of any such committee who may replace any absent or disqualified member at any meeting of the committee; and (c) determine the extent to which each such committee shall have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation, including the power to authorize the seal of the corporation to be affixed to all papers which require it and the power and authority to declare dividends or to authorize the issuance of stock; excepting, however, such powers which by law, by the certificate of incorporation or by these by-laws they are prohibited from so delegating. In the absence or disqualification of any member of such committee and his alternate, if any, the member or members thereof present at any meeting and not

4

disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Except as the board of directors may otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by the board or such rules, its business shall be conducted as nearly as may be in the same manner as is provided by these by-laws for the conduct of business by the board of directors. Each committee shall keep regular minutes of its meetings and report the same to the board of directors upon request.

3.6. Regular Meetings. Regular meetings of the board of directors may be held without call or notice at such places within or without the State of Delaware and at such times as the board may from time to time determine, provided that notice of the first regular meeting following any such determination shall be given to absent directors. A regular meeting of the directors may be held without call or notice immediately after and at the same place as the annual meeting of stockholders.

3.7. Special Meetings. Special meetings of the board of directors may be held at any time and at any place within or without the state of incorporation designated in the notice of the meeting, when called by the chairman of the board, if any, the president, or by one-third or more in number of the directors, reasonable notice thereof being given to each director by the secretary or by the chairman of the board, if any, the president or any one of the directors calling the meeting.

3.8. Notice. It shall be reasonable and sufficient notice to a director to send notice by mail or overnight courier at least forty-eight hours or by telegram at least twenty-four hours before the meeting addressed to him at his usual or last known business or residence address or to give notice to him in person or by telephone at least twenty-four hours before the meeting. Notice of a meeting need not be given to any director if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. Neither notice of a meeting nor a waiver of a notice need specify the purposes of the meeting.

3.9. Quorum. Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, at any meeting of the directors a majority of the directors then in office shall constitute a quorum; a quorum shall not in any case be less than one-third of the total number of directors constituting the whole board. Any meeting may be adjourned from time to time by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

3.10. Action by Vote. Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, when a quorum is present at any meeting the vote of a majority of the directors present shall be the act of the board of directors.

3.11. Action Without a Meeting. Any action required or permitted to be taken at any meeting of the board of directors or a committee thereof may be taken without a meeting if all the members of the board or of such committee, as the case may be, consent thereto in writing, and such writing or writings are filed with the records of the meetings of the board or of such

5

committee. Such consent shall be treated for all purposes as the act of the board or of such committee, as the case may be.

3.12. Participation in Meetings by Conference Telephone. Members of the board of directors, or any committee designated by such board, may participate in a meeting of such board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other or by any other means permitted by law. Such participation shall constitute presence in person at such meeting.

3.13. Compensation. In the discretion of the board of directors, each director may be paid such fees for his services as director and be reimbursed for his reasonable expenses incurred in the performance of his duties as director as the board of directors from time to time may determine.

Nothing contained in this section shall be construed to preclude any director from serving the corporation in any other capacity and receiving reasonable compensation therefor.

3.14. Interested Directors and Officers.

(a) No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of the corporation’s directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if:

(1) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or

(2) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or

(3) The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the board of directors, a committee thereof, or the stockholders.

(b) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes the contract or transaction.

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Section 4. OFFICERS AND AGENTS

4.1. Enumeration; Qualification. The officers of the corporation shall be a president, a treasurer, a secretary and such other officers, if any, as the board of directors from time to time may in its discretion elect or appoint including without limitation a chairman of the board, one or more vice presidents and a controller. The corporation may also have such agents, if any, as the board of directors from time to time may in its discretion choose. Any officer may be but none need be a director or stockholder. Any two or more offices may be held by the same person. Any officer may be required by the board of directors to secure the faithful performance of his duties to the corporation by giving bond in such amount and with sureties or otherwise as the board of directors may determine.

4.2. Powers. Subject to law, to the certificate of incorporation and to the other provisions of these by-laws, each officer shall have, in addition to the duties and powers herein set forth, such duties and powers as are commonly incident to his office and such additional duties and powers as the board of directors may from time to time designate.

4.3. Election. The officers may be elected by the board of directors at their first meeting following the annual meeting of the stockholders or at any other time. At any time or from time to time the directors may delegate to any officer their power to elect or appoint any other officer or any agents.

4.4. Tenure. Each officer shall hold office until his respective successor is chosen and qualified unless a shorter period shall have been specified by the terms of his election or appointment, or in each case until he sooner dies, resigns, is removed or becomes disqualified. Each agent shall retain his authority at the pleasure of the directors, or the officer by whom he was appointed or by the officer who then holds agent appointive power.

4.5. Chairman of the Board of Directors, President and Vice President. The chairman of the board, if any, shall have such duties and powers as shall be designated from time to time by the board of directors. Unless the board of directors otherwise specifies, the chairman of the board, or if there is none the chief executive officer, shall preside, or designate the person who shall preside, at all meetings of the stockholders and of the board of directors.

Unless the board of directors otherwise specifies, the president shall be the chief executive officer and shall have direct charge of all business operations of the corporation and, subject to the control of the directors, shall have general charge and supervision of the business of the corporation.

Any vice presidents shall have such duties and powers as shall be set forth in these by-laws or as shall be designated from time to time by the board of directors or by the president.

4.6. Treasurer and Assistant Treasurers. Unless the board of directors otherwise specifies, the treasurer shall be in charge of the corporation’s funds and valuable papers, and shall have such other duties and powers as may be designated from time to time by the board of directors or by the president. If no controller is elected, the treasurer shall, unless the board of directors otherwise specifies, also have the duties and powers of the controller. Any assistant

7

treasurers shall have such duties and powers as shall be designated from time to time by the board of directors, the president or the treasurer.

4.7. Controller and Assistant Controllers. If a controller is elected, he shall, unless the board of directors otherwise specifies, be in charge of its books of account and accounting records, and of its accounting procedures. He shall have such other duties and powers as may be designated from time to time by the board of directors, the president or the treasurer. Any assistant controller shall have such duties and powers as shall be designated from time to time by the board of directors, the president, the treasurer or the controller.

4.8. Secretary and Assistant Secretaries. The secretary shall record all proceedings of the stockholders, of the board of directors and of committees of the board of directors in a book or series of books to be kept therefor and shall file therein all actions by written consent of stockholders or directors. In the absence of the secretary from any meeting, an assistant secretary, or if there be none or he is absent, a temporary secretary chosen at the meeting, shall record the proceedings thereof. Unless a transfer agent has been appointed the secretary shall keep or cause to be kept the stock and transfer records of the corporation, which shall contain the names and record addresses of all stockholders and the number of shares registered in the name of each stockholder. He shall have such other duties and powers as may from time to time be designated by the board of directors or the president. Any assistant secretaries shall have such duties and powers as shall be designated from time to time by the board of directors, the president or the secretary.

Section 5. RESIGNATIONS AND REMOVALS

5.1. Any director or officer may resign at any time by delivering his resignation in writing to the chairman of the board, if any, the president, or the secretary or to a meeting of the board of directors. Such resignation shall be effective upon receipt unless specified to be effective at some other time, and without in either case the necessity of its being accepted unless the resignation shall so state. A director (including persons elected by stockholders or directors to fill vacancies in the board) may be removed from office with or without cause by the vote of the holders of a majority of the issued and outstanding shares of the particular class or series entitled to vote in the election of such director. The board of directors may at any time remove any officer either with or without cause. The board of directors may at any time terminate or modify the authority of any agent.

Section 6. VACANCIES

6.1. If the office of the president or the treasurer or the secretary becomes vacant, the directors may elect a successor by vote of a majority of the directors then in office. If the office of any other officer becomes vacant, any person or body empowered to elect or appoint that officer may choose a successor. Each such successor shall hold office for the unexpired term, and in the case of the president, the treasurer and the secretary until his successor is chosen and qualified or in each case until he sooner dies, resigns, is removed or becomes disqualified. Any vacancy of a directorship shall be filled as specified in Section 3.4 of these by-laws.

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Section 7. CAPITAL STOCK

7.1. Stock Certificates. Each stockholder shall be entitled to a certificate stating the number and the class and the designation of the series, if any, of the shares held by him, in such form as shall, in conformity to law, the certificate of incorporation and the by-laws, be prescribed from time to time by the board of directors. Such certificate shall be signed by the chairman or vice chairman of the board, or the president or a vice president and by the treasurer or an assistant treasurer or by the secretary or an assistant secretary. Any of or all the signatures on the certificate may be a facsimile. In case an officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the time of its issue.

7.2. Loss of Certificates. In the case of the alleged theft, loss, destruction or mutilation of a certificate of stock, a duplicate certificate may be issued in place thereof, upon such terms, including receipt of a bond sufficient to indemnify the corporation against any claim on account thereof, as the board of directors may prescribe.

Section 8. TRANSFER OF SHARES OF STOCK

8.1. Transfer on Books. Subject to the restrictions, if any, stated or noted on the stock certificate, shares of stock may be transferred on the books of the corporation by the surrender to the corporation or its transfer agent of the certificate therefor properly endorsed or accompanied by a written assignment and power of attorney properly executed, with necessary transfer stamps affixed, and with such proof of the authenticity of signature as the board of directors or the transfer agent of the corporation may reasonably require. Except as may be otherwise required by law, by the certificate of incorporation or by these by-laws, the corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to receive notice and to vote or to give any consent with respect thereto and to be held liable for such calls and assessments, if any, as may lawfully be made thereon, regardless of any transfer, pledge or other disposition of such stock until the shares have been properly transferred on the books of the corporation.

It shall be the duty of each stockholder to notify the corporation of his post office address.

8.2. Record Date. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no such record date is fixed by the board of directors, the record date for determining the stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment

9

of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no such record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the state of incorporation hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. If no record date has been fixed by the board of directors and prior action by the board of directors is required by applicable law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such payment, exercise or other action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

Section 9. CORPORATE SEAL

9.1. Subject to alteration by the directors, the seal of the corporation shall consist of a flat-faced circular die with the word “Delaware” and the name of the corporation cut or engraved thereon, together with such other words, dates or images as may be approved from time to time by the directors.

Section 10. EXECUTION OF PAPERS

10.1. Except as the board of directors may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts or other obligations made, accepted or endorsed by the corporation shall be signed by the chairman of the board, if any, the president, a vice president or the treasurer.

Section 11. FISCAL YEAR

11.1. The fiscal year of the corporation shall end on the 31st of December.

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Section 12. AMENDMENTS

12.1. These by-laws may be adopted, amended or repealed by vote of a majority of the directors then in office or by vote of a majority of the stock outstanding and entitled to vote. Any by-law, whether adopted, amended or repealed by the stockholders or directors, may be amended or reinstated by the stockholders or the directors.

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EX-3.169

Exhibit 3.169

CERTIFICATE OF INCORPORATION

OF

METRO AMBULANCE SERVICE, INC.

ARTICLE ONE

NAME

The name of the corporation is METRO AMBULANCE SERVICE, INC. (the “Corporation”).

ARTICLE TWO

PERIOD OF DURATION

The period of duration of the Corporation is perpetual.

ARTICLE THREE

PURPOSES AND POWERS

Section 1. Purposes. The purposes for which the Corporation is organized are to transact any and all lawful business for which corporations may be organized under the General Corporation Law of the State of Delaware (the “GCL”).

Section 2. Powers. Subject to any specific written limitations or restrictions imposed by the GCL, by other law, or by the Certificate of Incorporation, and solely in furtherance thereof, but not in addition to the purposes set forth in Section 1 of this Article, the Corporation shall have and exercise all of the powers specified in the GCL, which powers are not inconsistent with the Articles of this Certificate.

ARTICLE FOUR

CAPITALIZATION, PREEMPTIVE RIGHTS AND VOTING

Section 1. Authorized Shares. The Corporation shall have authority to issue one class of shares to be designated as, “Common Stock”. The total number of shares of Common Stock which the Corporation is authorized to issue is One Hundred Thousand (100,000), all at a par value of $.01.

Section 2. Preemptive Rights. Unless otherwise determined by the Board of Directors, no holder of shares of capital stock of the Corporation shall, as such holder, have any Right to purchase or subscribe for any capital stock which the Corporation may issue or sell, whether or not exchangeable for any capital stock of the Corporation, whether issued out of unissued shares authorized by this Certificate of Incorporation as originally filed or by any amendment thereof,

or out of shares of capital stock of the Corporation acquired by it after the issue thereof; nor unless otherwise determined by the Board of Directors in the manner provided under the GCL, shall any holder of shares of capital stock of the Corporation, as such holder, have any right to purchase, acquire or subscribe for any securities which the Corporation may issue or sell whether or not convertible into or exchangeable for shares of capital stock of the Corporation, and whether or not any such securities have attached or appurtenant thereto warrants, options or other instruments which entitle the holders thereof to purchase, acquire or subscribe for shares of capital stock.

Section 3. Voting. In the exercise of voting privileges, each holder of shares of the capital stock of the Corporation entitled to voting rights shall be entitled to one (1) vote for each share held in his name on the books of the Corporation. In all elections of Directors of the Corporation, cumulative voting is expressly prohibited. As such, each holder of shares of capital stock of the Corporation entitled to vote at the election of Directors shall have the right to vote, in person or by proxy, all or any portion of such shares for or against each individual Director to be elected and shall not be entitled to vote for or against any one Director more than the aggregate number of shares held by such holder which are entitled to vote on the election of Directors. With respect to any action to be taken by the Shareholders of the Corporation as to any matter, the affirmative vote of the holders of a majority of the shares of the capital stock of the Corporation entitled to vote thereon and represented in person or by proxy at a meeting of the Shareholders at which a quorum is present shall be sufficient to authorize, affirm, ratify or consent to such action. Any action required by the GCL to be taken at any annual or special meeting of Shareholders may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holder or holders of a majority of the outstanding shares of the capital stock of the Corporation entitled to vote thereon.

ARTICLE FIVE

REGISTERED AGENT AND OFFICE

Section 1. Registered Office. The address of the registered office of the Corporation is in the State of Delaware is The Prentice-Hall Corporation System, Inc., 32 Loockerman Square, Suite L-100 in the City of Dover, County of Kent.

Section 2. Registered Agent. The name of the registered agent of the Corporation at such address is The Prentice-Hall Corporation System, Inc.

ARTICLE SIX

DIRECTORS

Section 1. Board of Directors. The Board of Directors shall consist of one or more members who need not be residents of the State of Delaware or Shareholders of the Corporation. The number of Directors of the Corporation may from time to time be changed in accordance with the Bylaws of the Corporation and the GCL.

Section 2. Names and Addresses. The names and addresses of the persons who are to serve as Directors until the next annual meeting of Shareholders or until their successors are elected and qualified, or until their earlier death, resignation, or removal are as follows:

NAME	NUMBER, STREET OR BUILDING	CITY, STATE
Paul M. Verrochi	67 Batterymarch Street, Suite 300	Boston, MA 02110
Dominic J. Puopolo	67 Batterymarch Street, Suite 300	Boston, MA 02110
John K. Rester	12020 Intraplex Parkway	Gulf Port, MS 39503-4602

Section 3. Limitations on Liability of Directors. No Director of the Corporation shall be personally liable to the Corporation or its Shareholders for monetary damages for an act or omission in the Director’s capacity as a Director; provided, however, that the foregoing provision shall not eliminate or limit the liability of a Director to the extent a Director is found liable for (a) a breach of the Director’s duty of loyalty to the Corporation or its Shareholders, (b) an act or omission not in good faith that constitutes a breach of duty of the Director to the Corporation or an act or omission that involves intentional misconduct or a knowing violation of the law, (c) a transaction from which the Director received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the Director’s office, or (d) an act or omission for which the liability of the Director is expressly provided by an applicable statute.

If the GCL or other applicable provision of Delaware law hereafter is amended to authorize further elimination or limitation of the liability of Directors, then the liability of a Director of the Corporation, in addition to the limitation on the personal liability provided herein, shall be limited to the fullest extent permitted by the GCL or other applicable provision of Delaware law as amended. Any repeal or modification of this Section 3 by the Shareholders of the Corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a Director of the Corporation existing at the time of such repeal or modification.

ARTICLE SEVEN

SPECIAL POWERS OF BOARD OF DIRECTORS

In furtherance of, and not in limitation of the powers and authorities conferred under the GCL, the Board of Directors is expressly authorized:

(1) To make, alter, amend and rescind the Bylaws of the Corporation; to fix, adjust and maintain from time to time the amount to be reserved as working capital; and to authorize and cause to be executed mortgages and liens upon the real and personal property of the Corporation.

(2) From time to time, to determine whether and to what extent and at what times and places and under what conditions and provisions the accounts and books of the Corporation shall be maintained and made available for inspection of any Shareholder, and no Shareholder shall have

any right to inspect any account or books or records of the Corporation, except as provided in the GCL, or authorized by the Board of Directors.

(3) If the Bylaws so provide, to designate two or more of their number to constitute an executive committee, which committee shall, as provided in said resolution or in the Bylaws of the Corporation, have and exercise any or all of the powers of the Board of Directors in the management of the business and affairs of the Corporation, except to the extent that the GCL requires a particular matter to be authorized by the Board of Directors.

ARTICLE EIGHT

ADDITIONAL POWERS IN BYLAWS

The Corporation may in its Bylaws confer powers and authorities upon the Board of Directors in addition to the foregoing and to those expressly conferred upon them by the GCL.

ARTICLE NINE

TRANSACTIONS WITH DIRECTORS, OFFICERS AND SHAREHOLDERS

The Officers, Directors and Shareholders holding ten percent (10%) or more of the outstanding capital stock of the Corporation (“Insiders”) may enter into business transactions with the Corporation in which they are personally interested without such transaction being affected or invalidated solely because of such personal interest; provided, however, that nothing contained herein shall relieve any Insider from liability for breach of the fiduciary duties of an Insider or authorize any Insider to enter into any transaction with the Corporation in which such Insider has a material interest for the purpose of personal gain to the detriment of the Corporation.

ARTICLE TEN

INDEMNIFICATION

Section 1. Mandatory Indemnification and Advancement of Expenses. Each person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, any appeal in such action, suit or proceeding, and any inquiry or investigation that could lead to such an action, suit, or proceeding (“Proceeding”), by reason of the fact that he is or was a Director or Officer of the Corporation, or who, while a Director of the Corporation, is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise, shall be indemnified and held harmless by the Corporation to the fullest extent permitted by the GCL against all judgments, penalties (including excise and similar taxes), fines, settlements, and reasonable expenses (including attorneys’ fees) actually incurred by such person in connection with such Proceeding. Such right shall be a contract right and shall include the right to require advancement by the Corporation of reasonable expenses (including attorneys’ fees) incurred in

defending any such Proceeding in advance of its final disposition; provided, however, that the payment of such expenses in advance of the final disposition of such Proceeding shall be made by the Corporation only upon delivery to the Corporation of a written affirmation by such person of his good faith belief that he has met the standard of conduct necessary for indemnification under the GCL and a written undertaking, by or on behalf of such person, to repay all amounts so advanced if it should be ultimately determined that such person has not satisfied such requirements.

Section 2. Nature of Indemnification. The indemnification and advancement of expenses provided for herein shall not be deemed exclusive of any other rights permitted by law to which a person seeking indemnification may be entitled under any Bylaw, agreement, vote of Shareholders or disinterested Directors or otherwise, and shall continue as to a person who has ceased to be a Director or Officer of the Corporation and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 3. Insurance. The Corporation shall have power to purchase and maintain insurance or another arrangement on behalf of any person who is or was a Director, Officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnity him against such liability under the provisions of this Article Ten or the GCL.

ARTICLE ELEVEN

AMENDMENT OF BYLAWS

The Shareholders of the Corporation hereby delegate to the Board of Directors the power to adopt, alter, amend or repeal the Bylaws of the Corporation. Such power shall be vested exclusively in the Board of Directors and shall not be exercised by the Shareholders.

ARTICLE TWELVE

POWER TO CALL SPECIAL SHAREHOLDERS’ MEETINGS

Special meetings of the Shareholders of the Corporation may be called by the President of the Corporation, the Board of Directors or holders of not less than ten percent (10%) of all the shares entitled to vote at the proposed special meeting of the Shareholders.

ARTICLE THIRTEEN

AMENDMENTS

The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation or in its Bylaws in the manner now or hereafter prescribed by the

GCL or this Certificate of Incorporation, and all rights conferred on Shareholders herein are granted subject to this reservation.

ARTICLE FOURTEEN

INCORPORATOR

The name and mailing address of the incorporator of the Corporation is as follows:

NAME	MAILING ADDRESS
Lila Newberry Bradley, Esq.	3340 Peachtree Road, N.E.
	Suite 2000, Tower Place
	Atlanta, Georgia 30326-1026

ARTICLE FIFTEEN

CAPTIONS

The captions used in this Certificate of Incorporation are for convenience only and shall not be construed in interpreting the provisions hereof.

IN WITNESS WHEREOF, the Incorporator of the Corporation has caused this Certificate of Incorporation to be executed on this 3rd day of August, 1994.

/s/ Lila Newberry Bradley

Lila Newberry Bradley, Esq., Incorporator

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

METRO AMBULANCE SERVICE, INC.

Metro Ambulance Service, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of said corporation has adopted by unanimous written consent the following resolution:

RESOLVED: That it is advisable and in the best interest of this Corporation that Section 1 of Article 4 of the Certificate of Incorporation of this Corporation be amended to read in its entirety as follows:

“Section 1. Authorized Shares. The Corporation shall have authority to issue one class of shares to be designated as, “Common Stock”. The total number of shares of Common Stock which the Corporation is authorized to issue is Three Thousand (3,000), all at a par value of $.01.”

SECOND: That said amendment has been consented to and authorized by the holder of a majority of the issued and outstanding stock entitled to vote by written consent given in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Section 242 and 228 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said corporation has caused this Certificate to be signed by William E. Earl, its President, and attested by Daniel W. Alexander, its Secretary, this 18 day of September, 1995.

/s/ William E. Earl
President
Attested by:	/s/ Daniel W. Alexander
	Secretary

CERTIFICATE OF CHANGE OF REGISTERED AGENT

AND

REGISTERED OFFICE

Metro Ambulance Service. Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES

HEREBY CERTIFY:

The present registered agent of the corporation is The Prentice-Hall Corporation System, Inc. and the present registered office of the corporation is in the county of New Castle

The Board of Directors of Metro Ambulance Service, Inc. adopted the following resolution on the 1st day of September, 1996.

Resolved, that the registered office of 1013 Centre Road, Wilmington, DE 19805 in the state of Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, and the authorization of the present registered agent of this corporation be and the same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby constituted and appointed the registered agent of this corporation at the address of its registered office.

IN WITNESS WHEREOF, Metro Ambulance Service, Inc. has caused this statement to be signed by William George, its Vice President*, this 1st day of September, 1996.

/s/ William George

William George, Vice President

(Title)

*              Any authorized officer or the chairman or Vice-Chairman of the Board of Directors may execute this certificate.

ARTICLES OF AMENDMENT

OF

METRO AMBULANCE SERVICES, INC.,

a Georgia corporation

To the Secretary of State

State of Georgia

Pursuant to the provisions of the Georgia Business Corporation Code, METRO AMBULANCE SERVICES, INC., a Georgia corporation (the “Corporation”) does hereby adopt the following Articles of Amendment.

1. The name of the corporation is: METRO AMBULANCE SERVICES, INC.

2. Article 4 of the Articles of Incorporation of the Corporation is hereby amended so as henceforth to read as follows:

“4.

The Corporation shall have perpetual existence.”

3. The amendment herein provided for was duly recommended by the Board of Directors of the Corporation to the sole shareholder of the Corporation on February 6, 1995.

4. The amendment herein provided for was duly approved by the sole shareholder of the Corporation on February 6, 1995 in accordance with the provisions of Section 14-2-1003 of the Georgia Business Corporation Code.

IN WITNESS WHEREOF, the undersigned has executed these Articles of Amendment this          day of March, 1995.

METRO AMBULANCE SERVICES, INC.,

a Georgia corporation

/s/ M. Keith Huzyak

M. Keith Huzyak, Chief Executive Officer

/s/ Roy Luna

Roy E. Luna, Secretary

ARTICLES OF AMENDMENT

The shareholders of Metro Marietta Ambulance Services, Inc., a corporation organized and existing under the laws of the State of Georgia, did, on March 26, 1973, adopt an amendment to the Articles of Incorporation of said Corporation as follows:

“Resolved - that the name of Metro Marietta Ambulance Services, Inc. be changed to Metro Ambulance Services, Inc. and henceforth said corporation is to be known as Metro Ambulance Services, Inc.”

Said amendment was adopted by an affirmative vote of ten thousand (10,000) shares, the same being all of the shares entitled to vote thereon.

IN WITNESS WHEREOF, Metro Marietta Ambulance Services, Inc. has caused these Articles of Amendment to be executed and its corporate seal to be affixed and has caused the foregoing to be attested, all by its duly authorized officers, on this 25 day of March, 1973.

METRO MARIETTA AMBULANCE SERVICES, INC.
BY:	/s/ Edgar H. Pounds
	President

Attest:

/s/ Mary Jean Pounds

Secretary

IN THE SUPERIOR COURT FOR THE COUNTY OF COBB

STATE OF GEORGIA

The petition of Metro Marietta Ambulance Services, Inc. shows the Court as follows:

1.

The articles of amendment of Metro Marietta Ambulance Services, Inc. executed by the President and attested by the Secretary are attached hereto:

2.

The certificate of the Secretary of State that the name “Metro Ambulance Services, Inc.” is available is attached hereto.

WHEREFORE, petitioner prays that the Articles of Amendment of Metro Marietta Ambulance Services, Inc. be granted.

INGRAM, FLOURNOY, DOWNEY & CLEVELAND
BY:	/s/ X

STATE OF GEORGIA:

COUNTY OF COBB:

TO THE SUPERIOR COURT OF COBB COUNTY:

NOW comes EDGAR H. POUNDS, MARY JEAN POUNDS and VINCE SHAFFER, hereinafter referred to as “PETITIONERS”, and bring this Petition for the granting of a charter for a private corporation and show unto the court the following facts, to-wit:

1.

They desire for themselves, their associates, successors and assigns to be incorporated under the name of “METRO MARIETTA AMBULANCE SERVICES, INC.” The principle office of said corporation is to be located in Cobb County, Georgia, with the privilege of establishing branch offices and places of business in such other places as may be determined.

2.

The names and post office addresses of each of the above Petitioners are as follows:

Edgar H. Pounds

1714 Alton Way

Marietta, Georgia

Mary Jean Pounds

1714 Alton Way

Marietta, Georgia

Vince Shaffer

425 Lake Drive

Marietta, Georgia

3.

The purpose and object of said corporation is pecuniary gain and profit to its shareholders. The general nature of the business to be transacted and the corporate powers desired are:

(a) To carry on the business of supplying, furnishing, renting, leasing, and the letting for hire of funeral service equipment including tents, grave equipment, and other related items of every kind, nature and description. To carry on the business of providing ambulance services both emergency and non-emergency to the general public and the rental and sales of emergency equipment and supplies.

(b) To carry on the business of supplying, furnishing, renting, leasing, and the letting for hire of funeral hearses, cars, and carriages for funerals, and automobiles and motor vehicles of every kind, nature, and description; to buy, own, sell, lease, hire, or otherwise deal in and with funeral cars, hearses, funeral carriages, automobiles, motor trucks, and vehicles, supplies, parts for use in connection therewith, accessories, and carriage equipment; to manufacture, buy, sell, deal in, to build and rebuild, to operate, repair, and let for hire automobiles, and motor vehicles of every kind, nature and description.

(c) To purchase or otherwise acquire lands and interests in lands with the leasehold in fee or otherwise, situated within or without the State of Georgia and to own, hold, improve by building or otherwise, and to lease out or otherwise use for income purposes or to encumber, sale, and dispose of any such real estate or improvements or any interest therein or to lease the same either as landlord or tenant and to purchase, construct and otherwise acquire and to own, maintain, and operate buildings of any character.

(d) To have all the powers and enjoy all the privileges enumerated in Section 22-1827 to 22-1870 of the Code of Georgia and all of the privileges enumerated in Chapter 22-18 and 22-19 of said Code, and all of the powers applicable to said corporation enumerated in said Code Sections are made a part hereof to the same extent as if same were set out herein.

4.

The time for which said corporation is to have existence is thirty-five (35) years.

(5)

The amount of capital with which the corporation will begin doing business shall be twenty-five hundred dollars ($2,500), either in cash or other assets or the combination of the two.

(6)

The capital stock of said corporation shall be divided into ten thousand shares of common stock of the face or par value of ten dollars ($10.00) per share. The holders of said common stock shall control the corporation with the holder of each share of common stock entitled to one (1) vote per share.

(7)

Petitioners further desire that By-Laws of the corporation shall be adopted by the common stockholders, and such By-Laws shall provide for the officers and directors of the corporation, the manner of their selection and such other rules appropriate to By-Laws which have as their purpose the control and management of the corporation, including provisions whereby the By-Laws may be amended.

(8)

Petitioners herewith exhibit a name certificate from the Secretary of the State of Georgia as required by Section 22-1803, Georgia Code Annotated.

WHEREFORE, petitioners pray to be incorporated under the name and style aforesaid, for a period of thirty-five (35) years with the rights of renewal as provided by law, and with all the rights, powers, privileges and immunities herein set forth, and such additional rights, powers and privileges as may be necessary, proper or incidental to the conduct of the business aforesaid and as may be inherent in or allowed to like corporations in the State of Georgia, as they may now or hereafter exist.

RICHARD H. STILL, JR.

Attorney at Law

/s/ Richard H. Still, Jr.

STATE OF GEORGIA:	) CHARTER APPLICATION
COUNTY OF COBB:	(
	NO.
IN RE:	)
PETITION TO INCORPORATE	( COBB SUPERIOR COURT
METRO MARIETTA AMBULANCE SERVICES, INC.	)

ORDER

The foregoing petition of EDGAR H. POUNDS, MARY JEAN POUNDS and VINCE SHAFFER, to be incorporated under the name of METRO MARIETTA AMBULANCE SERVICES, INC. read and considered.

It appearing that the said petitioners are within the purview and intention of the laws applicable thereto, and that all of said laws have been fully complied with, including the presentation of a certificate from the Secretary of State as required by Section 22-1803 of the Code of Georgia Annotated;

IT IS HEREBY ORDERED, ADJUDGED AND DECREED:

That all of the prayers of said petitioners are granted, and applicants and their associates, successors, and assigns are hereby incorporated and made a body politic under the name and style of METRO MARIETTA AMBULANCE SERVICES, INC. for and during the period of thirty-five (35) years with the privilege of renewal at the expiration of that time according to the laws of Georgia and that said corporation is hereby granted and vested of all rights and privileges mentioned in said petition.

GRANTED AT CHAMBERS this 20 day of August, 1968.

	/s/ X
	Judge, Cobb Superior Court,
	Cobb Judicial Circuit
PRESENTED BY:
RICHARD H. STILL, JR.
Attorney at Law
/s/ Richard H. Still, Jr.

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

AND OF REGISTERED AGENT

OF

METRO AMBULANCE SERVICE, INC.

It is hereby certified that:

1.             The name of the corporation (hereinafter called the “corporation”) is:

METRO AMBULANCE SERVICE, INC.

2.             The registered office of the corporation within the State of Delaware is hereby changed to 2711 Centerville Road, Suite 400, City of Wilmington 19808, County of New Castle.

3.             The registered agent of the corporation within the State of Delaware is hereby changed to Corporation Service Company, the business office of which is identical with the registered office of the corporation as hereby changed.

4.             The corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on February 10, 2006

/s/ Randy Owen
Name:	Randy Owen
Title:	Chief Financial Officer & VP

EX-3.170

Exhibit 3.170

BY-LAWS

OF

THE SUBSIDIARIES OF

AMERICAN MEDICAL RESPONSE, INC.

Section 1. LAW, CERTIFICATE OF INCORPORATION
AND BY-LAWS

1.1. These by-laws are subject to the certificate of incorporation of the corporation. In these by-laws, references to law, the certificate of incorporation and by-laws mean the law, the provisions of the certificate of incorporation and the by-laws as from time to time in effect.

Section 2. STOCKHOLDERS

2.1. Annual Meeting. The annual meeting of stockholders shall be held at 10:00 am on the second Tuesday in May in each year, unless that day be a legal holiday at the place where the meeting is to be held, in which case the meeting shall be held at the same hour on the next succeeding day not a legal holiday, or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect a board of directors and transact such other business as may be required by law or these by-laws or as may properly come before the meeting.

2.2. Special Meetings. A special meeting of the stockholders may be called at any time by the chairman of the board, if any, the president or the board of directors. A special meeting of the stockholders shall be called by the secretary, or in the case of the death, absence, incapacity or refusal of the secretary, by an assistant secretary or some other officer, upon application of a majority of the directors. Any such application shall state the purpose or purposes of the proposed meeting. Any such call shall state the place, date, hour, and purposes of the meeting.

2.3. Place of Meeting. All meetings of the stockholders for the election of directors or for any other purpose shall be held at such place within or without the state of incorporation as may be determined from time to time by the chairman of the board, if any, the president or the board of directors. Any adjourned session of any meeting of the stockholders shall be held at the place designated in the vote of adjournment.

2.4. Notice of Meetings. Except as otherwise provided by law, a written notice of each meeting of stockholders stating the place, day and hour thereof and, in the case of a special meeting, the purposes for which the meeting is called, shall be given not less then ten nor more than sixty days before the meeting, to each stockholder entitled to vote thereat, and to each stockholder who, by law, by the certificate of incorporation or by these by-laws, is entitled to notice, by leaving such notice with him or at his residence or usual place of business, or by depositing it in the United States mail, postage prepaid, and addressed to such stockholder at his address as it appears in the records of the corporation. Such

notice shall be given by the secretary, or by an officer or person designated by the board of directors, or in the case of a special meeting by the officer calling the meeting. As to any adjourned session of any meeting of stockholders, notice of the adjourned meeting need not be given if the time and place thereof are announced at the meeting at which the adjournment was taken except that if the adjournment is for more than thirty days or if after the adjournment a new record date is set for the adjourned session, notice of any such adjourned session of the meeting shall be given in the manner heretofore described. No notice of any meeting of stockholders or any adjourned session thereof need be given to a stockholder if a written waiver of notice, executed before or after the meeting or such adjourned session by such stockholder, is filed with the records of the meeting or if the stockholder attends such meeting without objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the stockholders or any adjourned session thereof need be specified in any written waiver of notice.

2.5. Quorum of Stockholders. At any meeting of the stockholders a quorum as to any matter shall consist of a majority of the votes entitled to be cast on the matter, except where a larger quorum is required by law, by the certificate of incorporation or by these by-laws. Any meeting may be adjourned from time to time by a majority of the votes properly cast upon the question, whether or not a quorum is present. If a quorum is present at an original meeting, a quorum need not be present at an adjourned session of that meeting. Shares of its own stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of any corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

2.6. Action by Vote. When a quorum is present at any meeting, a plurality of the votes properly cast for election to any office shall elect to such office and a majority of the votes properly cast upon any question other than an election to an office shall decide the question, except when a larger vote is required by law, by the certificate of incorporation or by these by-laws. No ballot shall be required for any election unless requested by a stockholder present or represented at the meeting and entitled to vote in the election.

2.7. Action without Meetings. Unless otherwise provided in the certificate of incorporation, any action required or permitted to be taken by stockholders for or in connection with any corporate action may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in the state of incorporation by hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. No written consent shall be effective to take the corporate action referred to therein unless written consents signed by a number of stockholders sufficient to take such action are delivered to the corporation in the manner specified in this paragraph within sixty days of the earliest dated consent so delivered.

If action is taken by consent of stockholders and in accordance with the

2

foregoing, there shall be filed with the records of the meetings of stockholders the writing or writings comprising such consent.

If action is taken by less than unanimous consent of stockholders, prompt notice of the taking of such action without a meeting shall be given to those who have not consented in writing and a certificate signed and attested to by the secretary that such notice was given shall be filed with the records of the meetings of stockholders.

In the event that the action which is consented to is such as would have required the filing of a certificate under any provision of the General Corporation Law of the State of Delaware, if such action had been voted upon by the stockholders at a meeting thereof, the certificate filed under such provision shall state, in lieu of any statement required by such provision concerning a vote of stockholders, that written consent has been given under Section 228 of said General Corporation Law and that written notice has been given as provided in such Section 228.

2.8. Proxy Representation. Every stockholder may authorize another person or persons to act for him by proxy in all matters in which a stockholder is entitled to participate, whether by waiving notice of any meeting, objecting to or voting or participating at a meeting, or expressing consent or dissent without a meeting. Every proxy must be signed by the stockholder or by his attorney-in-fact. No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally. The authorization of a proxy may but need not be limited to specified action, provided, however, that if a proxy limits its authorization to a meeting or meetings of stockholders, unless otherwise specifically provided such proxy shall entitle the holder thereof to vote at any adjourned session but shall not be valid after the final adjournment thereof.

2.9. Inspectors. The directors or the person presiding at the meeting may, and shall if required by applicable law, appoint one or more inspectors of election and any substitute inspectors to act at the meeting or any adjournment thereof. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspectors shall make a report in writing of any challenge, question or matter determined by them and execute a certificate of any fact found by them.

2.10. List of Stockholders. The secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in his name. The stock ledger shall be the only evidence as to who are

3

stockholders entitled to examine such list or to vote in person or by proxy at such meeting.

Section 3. BOARD OF DIRECTORS

3.1. Number. The corporation shall have one or more directors, the number shall be consistent with applicable law and shall be determined from time to time by vote of a majority of the directors then in office. No director need be a stockholder.

3.2. Tenure. Each director shall hold office until the next annual meeting and until his successor is elected and qualified, or until he sooner dies, resigns, is removed or becomes disqualified.

3.3. Powers. The business and affairs of the corporation shall be managed by or under the direction of the board of directors who shall have and may exercise all the powers of the corporation and do all such lawful acts and things as are not by law, the certificate of incorporation or these by-laws directed or required to be exercised or done by the stockholders.

3.4. Vacancies. Vacancies and any newly created directorships resulting from any increase in the number of directors may be filled by vote of the holders of the particular class or series of stock entitled to elect such director at a meeting called for the purpose, or by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, in each case elected by the particular class or series of stock entitled to elect such directors. When one or more directors shall resign from the board, effective at a future date, a majority of the directors then in office, including those who have resigned, who were elected by the particular class or series of stock entitled to elect such resigning director or directors shall have power to fill such vacancy or vacancies, the vote or action by writing thereon to take effect when such resignation or resignations shall become effective. The directors shall have and may exercise all their powers notwithstanding the existence of one or more vacancies in their number, subject to any requirements of law or of the certificate of incorporation or of these by-laws as to the number of directors required for a quorum or for any vote or other actions.

3.5. Committees. The board of directors may, by vote of a majority of the whole board, (a) designate, change the membership of or terminate the existence of any committee or committees, each committee to consist of one or more of the directors; (b) designate one or more directors as alternate members of any such committee who may replace any absent or disqualified member at any meeting of the committee; and (c) determine the extent to which each such committee shall have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation, including the power to authorize the seal of the corporation to be affixed to all papers which require it and the power and authority to declare dividends or to authorize the issuance of stock; excepting, however, such powers which by law, by the certificate of incorporation or by these by-laws they are prohibited from so delegating. In the absence or disqualification of any member of such committee and his alternate, if any, the member or members thereof present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Except as the board of directors may otherwise determine, any committee may make rules for the conduct

4

of its business, but unless otherwise provided by the board or such rules, its business shall be conducted as nearly as may be in the same manner as is provided by these by-laws for the conduct of business by the board of directors. Each committee shall keep regular minutes of its meetings and report the same to the board of directors upon request.

3.6. Regular Meetings. Regular meetings of the board of directors may be held without call or notice at such places within or without the State of Delaware and at such times as the board may from time to time determine, provided that notice of the first regular meeting following any such determination shall be given to absent directors. A regular meeting of the directors may be held without call or notice immediately after and at the same place as the annual meeting of stockholders.

3.7. Special Meetings. Special meetings of the board of directors may be held at any time and at any place within or without the state of incorporation designated in the notice of the meeting, when called by the chairman of the board, if any, the president, or by one-third or more in number of the directors, reasonable notice thereof being given to each director by the secretary or by the chairman of the board, if any, the president or any one of the directors calling the meeting.

3.8. Notice. It shall be reasonable and sufficient notice to a director to send notice by mail or overnight courier at least forty-eight hours or by telegram at least twenty-four hours before the meeting addressed to him at his usual or last known business or residence address or to give notice to him in person or by telephone at least twenty-four hours before the meeting. Notice of a meeting need not be given to any director if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. Neither notice of a meeting nor a waiver of a notice need specify the purposes of the meeting.

3.9. Quorum. Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, at any meeting of the directors a majority of the directors then in office shall constitute a quorum; a quorum shall not in any case be less than one-third of the total number of directors constituting the whole board. Any meeting may be adjourned from time to time by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

3.10. Action by Vote. Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, when a quorum is present at any meeting the vote of a majority of the directors present shall be the act of the board of directors.

3.11. Action Without a Meeting. Any action required or permitted to be taken at any meeting of the board of directors or a committee thereof may be taken without a meeting if all the members of the board or of such committee, as the case may be, consent thereto in writing, and such writing or writings are filed with the records of the meetings of the board or of such committee. Such consent shall be treated for all purposes as the act of the board or of such committee, as the case may be.

3.12. Participation in Meetings by Conference Telephone. Members of the board of directors, or any committee designated by such board, may participate in a meeting of such board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in

5

the meeting can hear each other or by any other means permitted by law. Such participation shall constitute presence in person at such meeting.

3.13. Compensation. In the discretion of the board of directors, each director may be paid such fees for his services as director and be reimbursed for his reasonable expenses incurred in the performance of his duties as director as the board of directors from time to time may determine. Nothing contained in this section shall be construed to preclude any director from serving the corporation in any other capacity and receiving reasonable compensation therefor.

3.14. Interested Directors and Officers.

(a) No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of the corporation’s directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if:

(1) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or

(2) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or

(3) The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the board of directors, a committee thereof, or the stockholders.

(b) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes the contract or transaction.

Section 4. OFFICERS AND AGENTS

4.1. Enumeration; Qualification. The officers of the corporation shall be a president, a treasurer, a secretary and such other officers, if any, as the board of directors from time to time may in its discretion elect or appoint including without limitation a chairman of the board, one or more vice presidents and a controller. The corporation may also have such agents, if any, as the board of directors from time to time may in its discretion choose. Any officer may be but none need be a director or stockholder. Any two or more offices may be held by the same person. Any officer may be required by the board of directors to secure the faithful performance of his duties to the corporation by giving bond in such amount and with sureties or otherwise as the board of directors may determine.

4.2. Powers. Subject to law, to the certificate of incorporation and to the

6

other provisions of these by-laws, each officer shall have, in addition to the duties and powers herein set forth, such duties and powers as are commonly incident to his office and such additional duties and powers as the board of directors may from time to time designate.

4.3. Election. The officers may be elected by the board of directors at their first meeting following the annual meeting of the stockholders or at any other time. At any time or from time to time the directors may delegate to any officer their power to elect or appoint any other officer or any agents.

4.4. Tenure. Each officer shall hold office until his respective successor is chosen and qualified unless a shorter period shall have been specified by the terms of his election or appointment, or in each case until he sooner dies, resigns, is removed or becomes disqualified. Each agent shall retain his authority at the pleasure of the directors, or the officer by whom he was appointed or by the officer who then holds agent appointive power.

4.5. Chairman of the Board of Directors, President and Vice President. The chairman of the board, if any, shall have such duties and powers as shall be designated from time to time by the board of directors. Unless the board of directors otherwise specifies, the chairman of the board, or if there is none the chief executive officer, shall preside, or designate the person who shall preside, at all meetings of the stockholders and of the board of directors.

Unless the board of directors otherwise specifies, the president shall be the chief executive officer and shall have direct charge of all business operations of the corporation and, subject to the control of the directors, shall have general charge and supervision of the business of the corporation.

Any vice presidents shall have such duties and powers as shall be set forth in these by-laws or as shall be designated from time to time by the board of directors or by the president.

4.6. Treasurer and Assistant Treasurers. Unless the board of directors otherwise specifies, the treasurer shall be in charge of the corporation’s funds and valuable papers, and shall have such other duties and powers as may be designated from time to time by the board of directors or by the president. If no controller is elected, the treasurer shall, unless the board of directors otherwise specifies, also have the duties and powers of the controller. Any assistant treasurers shall have such duties and powers as shall be designated from time to time by the board of directors, the president or the treasurer.

4.7. Controller and Assistant Controllers. If a controller is elected, he shall, unless the board of directors otherwise specifies, be in charge of its books of account and accounting records, and of its accounting procedures. He shall have such other duties and powers as may be designated from time to time by the board of directors, the president or the treasurer. Any assistant controller shall have such duties and powers as shall be designated from time to time by the board of directors, the president, the treasurer or the controller.

4.8. Secretary and Assistant Secretaries. The secretary shall record all proceedings of the stockholders, of the board of directors and of committees of the board of directors in a book or series of books to be kept therefor and shall file therein all actions by written consent of stockholders or directors. In the absence of the secretary from any meeting, an assistant secretary, or if there be none or he is absent, a temporary secretary chosen at the meeting, shall record the proceedings thereof. Unless a transfer agent has been appointed

7

the secretary shall keep or cause to be kept the stock and transfer records of the corporation, which shall contain the names and record addresses of all stockholders and the number of shares registered in the name of each stockholder. He shall have such other duties and powers as may from time to time be designated by the board of directors or the president. Any assistant secretaries shall have such duties and powers as shall be designated from time to time by the board of directors, the president or the secretary.

Section 5. RESIGNATIONS AND REMOVALS

5.1. Any director or officer may resign at any time by delivering his resignation in writing to the chairman of the board, if any, the president, or the secretary or to a meeting of the board of directors. Such resignation shall be effective upon receipt unless specified to be effective at some other time, and without in either case the necessity of its being accepted unless the resignation shall so state. A director (including persons elected by stockholders or directors to fill vacancies in the board) may be removed from office with or without cause by the vote of the holders of a majority of the issued and outstanding shares of the particular class or series entitled to vote in the election of such director. The board of directors may at any time remove any officer either with or without cause. The board of directors may at any time terminate or modify the authority of any agent.

Section 6. VACANCIES

6.1. If the office of the president or the treasurer or the secretary becomes vacant, the directors may elect a successor by vote of a majority of the directors then in office. If the office of any other officer becomes vacant, any person or body empowered to elect or appoint that officer may choose a successor. Each such successor shall hold office for the unexpired term, and in the case of the president, the treasurer and the secretary until his successor is chosen and qualified or in each case until he sooner dies, resigns, is removed or becomes disqualified. Any vacancy of a directorship shall be filled as specified in Section 3.4 of these by-laws.

Section 7. CAPITAL STOCK

7.1. Stock Certificates. Each stockholder shall be entitled to a certificate stating the number and the class and the designation of the series, if any, of the shares held by him, in such form as shall, in conformity to law, the certificate of incorporation and the by-laws, be prescribed from time to time by the board of directors. Such certificate shall be signed by the chairman or vice chairman of the board, or the president or a vice president and by the treasurer or an assistant treasurer or by the secretary or an assistant secretary. Any of or all the signatures on the certificate may be a facsimile. In case an officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the time of its issue.

7.2. Loss of Certificates. In the case of the alleged theft, loss, destruction or mutilation of a certificate of stock, a duplicate certificate may be issued in place thereof, upon such terms, including receipt of a bond sufficient to indemnify the corporation against any claim on account thereof, as the board of directors may prescribe.

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Section 8. TRANSFER OF SHARES OF STOCK

8.1. Transfer on Books. Subject to the restrictions, if any, stated or noted on the stock certificate, shares of stock may be transferred on the books of the corporation by the surrender to the corporation or its transfer agent of the certificate therefor properly endorsed or accompanied by a written assignment and power of attorney properly executed, with necessary transfer stamps affixed, and with such proof of the authenticity of signature as the board of directors or the transfer agent of the corporation may reasonably require. Except as may be otherwise required by law, by the certificate of incorporation or by these by-laws, the corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to receive notice and to vote or to give any consent with respect thereto and to be held liable for such calls and assessments, if any, as may lawfully be made thereon, regardless of any transfer, pledge or other disposition of such stock until the shares have been properly transferred on the books of the corporation.

It shall be the duty of each stockholder to notify the corporation of his post office address.

8.2. Record Date. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no such record date is fixed by the board of directors, the record date for determining the stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no such record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the state of incorporation hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. If no record date has been fixed by the board of directors and prior action by the board of directors is required by applicable law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

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In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such payment, exercise or other action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

Section 9. CORPORATE SEAL

9.1. Subject to alteration by the directors, the seal of the corporation shall consist of a flat-faced circular die with the word “Delaware” and the name of the corporation cut or engraved thereon, together with such other words, dates or images as may be approved from time to time by the directors.

Section 10. EXECUTION OF PAPERS

10.1. Except as the board of directors may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts or other obligations made, accepted or endorsed by the corporation shall be signed by the chairman of the board, if any, the president, a vice president or the treasurer.

Section 11. FISCAL YEAR

11.1. The fiscal year of the corporation shall end on the 31st of December.

Section 12. AMENDMENTS

12.1. These by-laws may be adopted, amended or repealed by vote of a majority of the directors then in office or by vote of a majority of the stock outstanding and entitled to vote. Any by-law, whether adopted, amended or repealed by the stockholders or directors, may be amended or reinstated by the stockholders or the directors.

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EX-3.171

Exhibit 3.171

Secretary of State
Corporations Division
Suite 315, West Tower
#2 Martin Luther King, Jr. Dr.
Atlanta, Georgia 30334-1530

PRENTICE HALL CORPORATE SERVICES
BETTY BLANCHARD
66 LUCKIE STREET
ATLANTA, GA 30303

CERTIFICATE OF AMENDMENT

I, MAX CLELAND, Secretary of State and the Corporation Commissioner of the State of Georgia, do hereby certify under the seal of my office that

METRO AMBULANCE SERVICES, INC.
A DOMESTIC PROFIT CORPORATION

has filed articles of amendment in the office of the Secretary of State and has paid the required fees as provided by Title 14 of the Official Code of Georgia Annotated. Attached hereto is a true and correct copy of said articles of amendment.

WITNESS my hand and official seal in the City of Atlanta and the State of Georgia on the date set forth above.

MAX CLELAND

SECRETARY OF STATE

CORPORATIONS 656-2817 · CORPORATIONS HOT-LINE 404-656-2222 (Outside Metro-Atlanta)

ARTICLES OF AMENDMENT

OF

METRO AMBULANCE SERVICES, INC.,
a Georgia corporation

To the Secretary of State
State of Georgia

Pursuant to the provisions of the Georgia Business Corporation Code, METRO AMBULANCE SERVICES, INC., a Georgia corporation (the “Corporation”) does hereby adopt the following Articles of Amendment.

1.             The name of the corporation is: METRO AMBULANCE SERVICES, INC.

2.             Article 4 of the Articles of Incorporation of the Corporation is hereby amended so as henceforth to read as follows:

“4.

The Corporation shall have perpetual existence.”

3.             The amendment herein provided for was duly recommended by the Board of Directors of the Corporation to the sole shareholder of the Corporation on February 6, 1995.

4.             The amendment herein provided for was duly approved by the sole shareholder of the Corporation on February 6, 1995 in accordance with the provisions of Section 14-2-1003 of the Georgia Business Corporation Code.

IN WITNESS WHEREOF, the undersigned has executed these Articles of Amendment this          day of March, 1995.

METRO AMBULANCE SERVICES, INC.,

a Georgia corporation

/s/ M. Keith Huzyak

M. Keith Huzyak, Chief Executive Officer

/s/ Roy E. Luna

Roy E. Luna, Secretary

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ARTICLES OF AMENDMENT

The shareholders of Metro Marietta Ambulance Services, Inc., a corporation organized and existing under the laws of the State of Georgia, did, on March 26, 1973, adopt an amendment to the Articles of Incorporation of said Corporation as follows:

“Resolved – that the name of Metro Marietta Ambulance Services, Inc. be changed to Metro Ambulance Services, Inc. and henceforth said corporation is to be known as Metro Ambulance Services, Inc.”

Said amendment was adopted by an affirmative vote of ten thousand (10,000) shares, the same being all of the shares entitled to vote thereon.

IN WITNESS WHEREOF, Metro Marietta Ambulance Services, Inc. has caused these Articles of Amendment to be executed and its corporate seal to be affixed and has caused the foregoing to be attested, all by its duly authorized officers, on this 28th day of March, 1973.

METRO MARIETTA AMBULANCE SERVICES, INC.
By:
	President

Attest:

Secretary

INGRAM, FLOURNOY,
DOWNEY & CLEVELAND
Attorneys at Law
           Washington Avenue
Marietta, Georgia                 

IN THE SUPERIOR COURT FOR THE COUNTY OF COBB

STATE OF GEORGIA

The petition of Metro Marietta Ambulance Services, Inc. shows the Court as follows:

1.

The articles of amendment of Metro Marietta Ambulance Services, Inc. executed by the President and attested by the Secretary are attached hereto:

2.

The certificate of the Secretary of State that the name “Metro Ambulance Services, Inc.” is available is attached hereto.

WHEREFORE, petitioner prays that the Articles of Amendment of Metro Marietta Ambulance Services, Inc. be granted.

INGRAM, FLOURNOY, DOWNEY & CLEVELAND

By:

INGRAM, FLOURNOY,
DOWNEY & CLEVELAND
Attorneys at Law
           Washington Avenue
Marietta, Georgia          

STATE OF GEORGIA

COUNTY OF COBB

ORDER

The Articles of Amendment of Metro Marietta Ambulance Services, Inc. and the certificate of the Secretary of State of Georgia that the corporate name “Metro Marietta Ambulance Services, Inc.” is available having been examined and found lawful.

IT IS HEREBY ORDERED, that the Articles of Amendment of Metro Marietta Ambulance Services, Inc. be and the same are hereby granted and the name of the corporation is hereby changed to Metro Ambulance Services, Inc.

This 28th day of March, 1973.

JUDGE, SUPERIOR COURT OF

COBB COUNTY, GEORGIA

INGRAM, FLOURNOY,
DOWNEY & CLEVELAND
Attorneys at Law
           Washington Avenue
Marietta, Georgia          

THE MARIETTA DAILY JOURNAL
and
NEIGHBOR NEWSPAPERS, INC.

PUBLISHER’S AFFIDAVIT

STATE OF GEORGIA

COUNTY OF COBB

Before me the undersigned, a Notary Public, this day came Billie M. Foster personally known to me who being first duly sworn according to law, says that she is Treasurer of Times-Journal,Inc.  Publisher of The Marietta Daily Journal, the official newspaper of which Sheriff’s advertisements in and for said County are published and a newspaper of general circulation with its principal place of business in said county, and that there has been deposited with said newspaper the cost of publishing four insertions of application for Amendment to Charter of “METRO AMBULANCE SERVICES, INC.”, once a week for four successive weeks with the order of the Judge of Cobb Superior Court there.

/s/ Billie M. Foster

Sworn to and subscribed

before me this 28th day

of March, 1973

GEORGIA, COBB COUNTY

I, J. S. Williams Deputy Clerk of the Superior Court of Cobb County, Georgia, do hereby certify that the foregoing is a true and correct copy of the Petition for Amendment to Charter of METRO AMBULANCE SERVICES, INC., as the same appears on file in this office.

I further certify that all cost has been paid to me, which is in full of all fees and costs of the Clerk of the Cobb Superior Court in connection with said cause.

IN WITNESS WHEREOF I have hereunto set my official hand and affixed the seal of Cobb Superior Court, this 28th day of March, 1973.

Deputy Clerk

(Seal)

Duplicate

State of Georgia

Office of Secretary of State

I, Ben W. Fortson, Jr., Secretary of State of the State of Georgia, do hereby certify that

“METRO MARIETTA AMBULANCE SERVICES, INC.”

was on the 20th day of August, 1968, duly incorporated under the laws of the State of Georgia by the Superior Court of Cobb County for a period of thirty-five years from said date, in accordance with the certified copy hereto attached, and that a certified copy of the charter of said corporation has been duly filed in the office of the Secretary of State and the fees therefor paid, as provided by law.

IN TESTIMONY WHEREOF, 1 have hereunto set my hand: and affixed the seal of office, at the Capitol, in the City of Atlanta, this 22nd day of August, in the year of our Lord One Thousand Nine Hundred and Sixty Eight and of the Independence of the United States of America the One Hundred and ninety-third.

/s/ Ben W. Fortson, Jr.

SECRETARY OF STATE, EX-OFFICIO CORPORATION

COMMISSIONER OF THE STATE OF GEORGIA

STATE OF GEORGIA

COUNTY OF COBB

TO THE SUPERIOR COURT OF COBB COUNTY:

NOW comes EDGAR H. POUNDS, MARY JANE POUNDS and VINCE SHAFFER, hereinafter referred to as “PETITIONERS”, and bring this Petition for the granting of a charter for a private corporation and show unto the court the following facts, to wit:

1.

They desire for themselves, their associates, successors and assigns to be incorporated under the name of “METRO MARIETTA AMBULANCE SERVICES, INC.”  The principle office of said corporation is to be located in Cobb County, Georgia, with the privilege of establishing branch offices and places of business in such other places as may be determined.

2.

The names and post office addresses of each of the above Petitioners are as follows:

Edger H. Pounds
1714 Alton Way
Marietta, Georgia

Mary Jean Pounds
1714 Alton Way
Marietta, Georgia

Vince Shaffer
415 Lake Drive
Marietta, Georgia

3.

The purpose and object of said corporation is pecuniary gain and profit to its shareholders.  The general nature of the business to be transacted and the corporate powers derived are:

(a) To carry on the business of supplying, furnishing, renting, leasing, and the letting for hire of funeral service equipment including tents, grave equipment, and other related items of every kind, nature and description.  To carry on the business of providing ambulance services both emergency and non-emergency to the general public and the rental and sales of emergency equipment and supplies.

(b) To carry on the business of supplying, furnishing, renting, leasing, and the letting for hire of funeral hearses, cars, and carriages for funerals, and automobiles and motor vehicles of every kind, nature, and description; to buy, own, sell, lease, hire, or otherwise deal in and with funeral cars, hearses, funeral carriages, automobiles, motor trucks, and vehicles, supplies, parts for use in connection therewith, accessories, and carriage equipment; to manufacture, buy, sell, deal in, to build and rebuild, to operate, repair, and let for hire automobiles, and motor vehicles of every kind, nature and description.

(c) To purchase or otherwise acquire lands and interests in lands with the leasehold in fee or otherwise, situated within or without the State of Georgia and to own, hold, improve by building or otherwise, and to lease out or otherwise use for income purposes or to encumber, sale, and dispose of any such real estate or improvements or any interest therein or to lease the same either as landlord or tenant and to purchase, construct, and otherwise acquire and to own, maintain, and operate buildings of any character.

(d) To have all the powers and enjoy all the privileges enumerated in Section 22-1827 to 22-1870 of the Code of Georgia and all of the privileges enumerated in Chapter 22-18 and 22-19 of said Code, and all of the powers applicable                                          corporation enumerated in said Code Sections are                                                   part hereof to the same extent as if same were set out herein.

4.

The time for which said corporation is to have existence is thirty-five (35) years.

(5)

The amount of capital with which the corporation will begin doing business shall be twenty-five hundred dollars ($2,500.00), either in cash or other assets or the combination of the two.

(6)

The capital stock of said corporation shall be divided into ten thousand shares of common stock of the face or par value of ten dollars ($10.00) per share.  The holders of said common stock shall control the corporation with the holder of each share of common stock entitled to one (1) vote per share.

(7)

Petitioners further desire that By-Laws of the corporation shall be adopted by the common stockholders, and such By-Laws shall provide for the officers and directors of the corporation, the manner of their selection and

such other rules appropriate to By-Laws which have as their purpose the control and management of the corporation, including provisions whereby the By-Laws may be amended.

(8)

Petitioners herewith exhibit a name certificate from the Secretary of State of Georgia as required by Section 22-1803, Georgia Code Annotated.

WHEREFORE, petitioners pray to be incorporated under the name and style aforesaid, for a period of thirty-five (35) years with the rights of renewal as provided by law, and with all the rights, powers, privileges and immunities herein set forth, and such additional rights, powers and privileges as may be necessary, proper or incidental to the conduct of the business aforesaid and as may be inherent in or allowed to like corporations in the State of Georgia, as they may now or hereafter exist.

RICHARD H. STILL, JR.

Attorney at Law

/s/ Richard H. Still, Jr.

STATE OF GEORGIA:	)	CHARTER APPLICATION
COUNTY OF COBB:	(
		NO.
IN RE:	)
PETITION TO INCORPORATE	(	COBB SUPERIOR COURT
METRO MARIETTA AMBULANCE SERVICES, INC.	)

O R D E R

The foregoing petition of EDGAR H. POUNDS, MARY JEAN POUNDS and VINCE SHAFFER, to be incorporated under the name of METRO MARIETTA AMBULANCE SERVICES, INC., read and considered.

It appearing that the said petitioners are within the purview and intention of the laws applicable thereto, and that all of said laws have been fully complied with, including the presentation of a certificate from the Secretary of State as required by Section 22-1803 of the Code of Georgia Annotated.

IT IS HEREBY ORDERED, ADJUDGED AND DECREED:

That all of the prayers of said petitioners are granted, and applicants and their associates, successors, and assigns are hereby incorporated and made a body politic under the name and style of METRO MARIETTA AMBULANCE SERVICES, INC., for and during the period of thirty-five (35) years with the privilege of renewal at the expiration of that time according to the laws of Georgia and that said corporation is hereby granted and vested of all rights and privileges                            in said petition.

GRANTED AT CHAMBERS this 20th day of August, 1968.

/s/ Albert J. H, Jr.

Judge, Cobb Superior Court,                

Judicial Circuit

PRESENTED BY:

RICHARD H. STILL, JR.
Attorney at Law

/s/ Richard W. Still, Jr.

PUBLISHER’S AFFIDAVIT

STATE OF GEORGIA

COUNTY OF COBB

Before me the undersigned, a Notary Public, this day came Billie M. Foster, personally known to me who being first duly sworn according to law, says that she is Treasurer of Times-Journal, Inc.  Publisher of Marietta Daily Journal , the official newspaper of which Sheriff’s advertisements in and for said County are published and a newspaper of general circulation with its principal place of business in said county, and that there has been deposited with said newspaper the cost of publishing four insertions of application for Charter of METRO MARIETTA AMBULANCE SERVICES, INC., once a week for four successive weeks with the order of the Judge of Cobb Superior Court thereon.

/s/ Billie M. Foster

Sworn to and subscribed

before me this 21st day

of August, 1968

GEORGIA, COBB COUNTY

I, J. S. Williams, DEPUTY CLERK of the Superior Court of Cobb County, Georgia, do hereby certify that the foregoing is a true and correct copy of the Petition for Charter of “METRO MARIETTA AMBULANCE SERVICES, INC.”, as the same appears on file in this office.

I further certify that all cost has been paid to me, which is in full and all fees and costs of the Clerk of the Cobb Superior Court in connection with said cause.

IN WITNESS WHEREOF I have hereunto set my official hand and affixed the seal of Cobb Superior Court, this 21st day of August, 1968.

/s/ J.S. Williams

Deputy Clerk

SEAL

Honorable Richard H. Still, Jr., Cobb Judicial Bldg., Solicitor’s Office, Marietta, Georgia

Duplicate

State of Georgia

Office of Secretary of State

I, Ben W. Fortson, Jr., Secretary of State of the State of Georgia, do hereby certify that based on a diligent search of the records on file in this office, I find that the name of the following proposed domestic or domesticated corporation, to wit

“METRO MARIETTA AMBULANCE SERVICES, INC.”

is not identical with or deceptively or confusingly similar to the name of any other existing domestic or domesticated corporation registered in the records on file in this office or to the name of any other proposed domestic or domesticated corporation as shown by a certificate of the Secretary of State heretofore issued and presently effective.

IN TESTIMONY WHEREOF, 1 have hereunto set my hand and affixed the seal of office, at the Capitol, in the City of Atlanta, this 12th day of August, in the year of our Lord One Thousand Nine Hundred and Sixty Eight and of the Independence of the United States of America the One Hundred and Ninety-third.

/s/ Ben W. Fortson, Jr.

SECRETARY OF STATE, EX-OFFICIO CORPORATION

COMMISSIONER OF THE STATE OF GEORGIA

EX-3.172

Exhibit 3.172

BY-LAWS

of

Metro Marietta Ambulance Services, Inc.

ARTICLE I - OFFICES

The principal office of the Corporation shall be located in the City of Marietta, County of Cobb, and State of Georgia.

The Corporation may also maintain offices at such other places as the Board of Directors may from time to time determine.

ARTICLE II - MEETINGS OF STOCKHOLDERS

Section 1. - Annual Meetings:

The annual meeting of the stockholders of the Corporation shall be held within five (5) months after the close of the fiscal year of the Corporation, for the purpose of electing directors and transacting such other business as may properly come before the meeting.

Section 2. - Special Meetings:

Special meetings of the stockholders may be called at any time by the President, and shall be called by the President or the Secretary at the written request of a majority of the Board of Directors.

Section 3. - Place of Meetings:

All meetings of stockholders shall be held at the principal office of the Corporation, or at such other places as the Board of Directors may select, and as shall be designated in the respective notices or waivers of notice of such meetings.

Section 4. Notice of Meetings:

(a) Except as otherwise provided by statute, written notice of each meeting of stockholders, whether annual or special, stating the purpose for which the meeting is called, and the time when and place where it is to be held, shall be servied either personally or by mail, not less than ten nor more than forty days before the meeting upon each stockholder of record entitled to vote at such meeting.  If mailed, such notice shall be directed to each such stockholder at his address as it appears on the stock books of the Corporation, unless he shall have previously filed with the Secretary of the Corporation a written request that notices intended for him to be mailed to some other address, in which case it shall be mailed to the address designated in such request.

(b) Notice of any meeting need not be given to any person who may become a stockholder of record after the mailing of such notice and prior to the meeting, or to any stockholder who attends such meeting in person or by proxy, or to any stockholder who, in person or by attorney thereunto authorized, waives notice of any meeting in writing either before or after such meeting.  Notice of any adjourned meeting of stockholders need not be given, unless otherwise required by statute.

Section 5. - Quorum:

(a)Except as otherwise provided herin, or by statute, or in the Certificate of Incorporation (such Certificate and any amendments thereof being hereinafter collectively referred to as the “Certificate of Incorporation”), at all meetings of stockholders of the Corporation, the presence in person or by proxy of stockholders holding of record a majority of the total number of shares of the Corporation, then issued and outstanding and entitled to vote, shall be necessary and sufficient to constitute a quorum for the transaction of any business.

(b)In the absence of a quorum at any annual or special meeting of stockholders, the stockholders present in person or by proxy and entitled to vote thereat or, if by proxy, any officer authorized to preside at or act as Secretary of such meeting, may adjourn the meeting from time to time for a period not exceeding twenty days at such adjourned meeting at which a quorum is present.  At any such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called if a quorum had been present.

Section 6. - Voting:

(a)Except as otherwise provided herein, or by statute, or by the Certificate of Incorporation, the affirmative vote of those holdings of record in the aggregate at least a majority of the issued and outstanding shares of stock present in person or by proxy and entitled to vote at a meeting of stockholders with respect to a question or

stockholders with respect to a question or matter brought before such meeting shall be necessary and sufficient to decide such question or matter.

(b)Except as otherwise provided by statute, or by the Certificate of Incorporation, at each meeting of stockholders, each holder of record of stock of the Corporation entitled to vote thereat shall be entitled to one vote for each share of stock held by him and registered in his name on the books of the Corporation.

(c)Each stockholder entitled to vote may vote by proxy, provided, however, that the instrument authorizing such proxy to act shall have been executed in writing by the stockholder himself, or by his attorney-in-fact thereunto duly authorized in writing.  No proxy shall be valid after the expiration of eleven months from the date of its execution, unless the person executing it shall have specified therein the length of time it is to continue in force.  Such instrument shall be exhibited to the Secretary at the meeting and shall be filed with the records of the Corporation.

(d)Any resolution in writing, signed by all of the stockholders entitled to vote thereon, shall be and constitute action by such stockholders to the effect therein expressed, with the same force and effect as if the same had been duly passed by unanimous vote at a duly called meeting of such stockholders, and it shall be the duty of the Secretary to place such resolution so signed in the Minute Bock of the Corporation under its proper date.

ARTICLE III - BOARD OF DIRECTORS

Section 1. - Number, Election and Term of Office:

(a) The number of the directors of the Corporation shall be.  If the number is not set forth therein, a majority of the Board of Directors (1) shall fix the number of directors from time to time, (2) may determine, in advance of each meeting of stockholders for the election of directors, the number of directors to be elected at such

2

meeting within the maxim and minim limits specified in the Certificate of Incorporation, and (3) during any interval between meetings of stockholders for the election of directors, may increase the number of directors within the maximum limits specified in the Certificate of Incorporation, and, if any such increase shall be deemed to create any vacancies in the Board, they shall be filled in the manner prescribed in Section 8 of this Article III.

(b)Except as herein or in the Certificate of Incorporation otherwise provided, the members of the Board of Directors of the Corporation, who need not be stockholders, shall be elected by the vote of stockholders holding of record in the aggregate at least a plurality of the shares of stock of the Corporation present in person or by proxy and entitled to vote at the annual meeting of stockholders.

(c)Each director shall hold office until the annual meeting of the stockholders next succeeding his election and until his successor is elected and qualified or until his prior death, resignation or removal.

Section 2. - Duties, Powers and Committees:

(a)The Board of Directors shall be responsible for the control and management of the affairs, property and interests of the Corporation, and may exercise all powers of the Corporation except as herein provided, in the Certificate of Incorporation, or by statute expressly conferred upon or reserved to the stockholders.

(b)The Board of Directors may create and appoint committees to assist the directors in the conduct of the Corporation’s affairs.

Section 3. - Annual and Regular Meetings: Notice:

(a)A regular annual meeting of the Board of Directors shall be held immediately following the annual meeting of the stockholders at the place of such annual meeting of stockholders.

(b)The Board of Directors from time to time may provide by resolution for the holding of other regular meetings of the Board of Directors, and may fix the time and place thereof.

(c)Notice of any regular meeting of the Board of Directors shall not be required to be given; provided, however, that in case the Board of Directors shall fix or change the time or place of any regular meeting, notice of such action shall be mailed promptly to each director who shall not have been present at the meeting at which such action was taken, addressed to him at his residence or usual place of business, unless such notice shall be waived in the manner set forth in paragraph (c) of Section 4 of this Article III.

Section 4. - Special Meetings: Notice:

(a)Special meetings of the Board of Directors shall be held whenever called by the President, or by one of the directors, at such time and place as may be specified in the respective notices or waivers of notice thereof.

(b)Except as otherwise required by statute, notice of such special meetings shall be mailed directly to each director, addressed to him at his residence or usual place of business, at least two (2) days before the day on which the meeting is to be held, or shall be sent to him at such place by telegram, radio or cable, or shall be delivered to him personally not later than the day before the day on which the meeting is to be held.

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(c)Notice of any special meeting shall not be required to be given to any director who shall attend such meeting in person or to any director who shall waive notice of such meeting in writing or by telegram, radio or cable, whether before or after the time of such meeting; and any such meeting shall be a legal meeting without any notice thereof having been given, if all the directors shall be present thereat.  Notice of any adjourned meeting shall not be required to be given.

Section 5. - Chairman:

At all meetings of the Board of Directors, the President, or in his absence, a chairman chosen by the directors, shall preside.

Section 6. - Quorum:

(a)At all meetings of the Board of Directors, the presence of a majority of the total number of directors shall be necessary and sufficient to constitute a quorum for the transaction of business, except as otherwise provided by law, by the Certificate of Incorporation, or by these by-laws.

(b)A majority of the directors present at the time and place of any regular or special meeting, although less than a quorum, may adjourn the same from time to time without further notice, until a quorum shall be present.

Section 7. - Manner of Acting:

(a)At all meetings of the Board of Directors, each director present shall have one vote, irrespective of the number of shares of stock, if any, which he may hold.

(b)Except as otherwise provided by statute, by the Certificate of Incorporation, or by these by-laws, the action of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors.

Section 8. - Vacancies:

Any vacancy in the Board of Directors occurring by reason of an increase in the number of directors or by reason of the death, resignation, disqualification, removal or inability to act of any director, or otherwise, shall be filled for the unexpired portion of the term by a majority vote of the remaining directors, though less than a quorum, at any regular meeting or special meeting of the Board of Directors called for that purpose.

Section 9. - Resignation:

Any director may resign at any time by giving written notice to the Board of Directors, the President or the Secretary of the Corporation.  Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Directors or such officer, and the acceptance of such resignation shall not be necessary to make it effective.

Section 10.  - Removal:

Any director may be removed with or without cause at any time by the affirmative vote of stockholders holding of record in the aggregate at least a majority of the outstanding shares of stock of the Corporation, given at a special meeting of the stockholders called for the purpose.

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Section 11.  - Salary:

No stated salary shall be paid to directors, as such, for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; provided, however, that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 12.  - Contracts:

(a)No contract or other transaction between this Corporation and any other corporation shall be impaired, affected or invalidated, nor shall any director be liable in any way by reason of the fact that any one or more of the directors of this Corporation is or are interested in, or is a director or officer, or are directors or officers of such other corporation, provided that such facts are disclosed or made known to the Board of Directors.

(b)Any director, personally and individually, may be a party to or may be interested in any contract or transaction of this Corporation, and no director shall be liable in any way by reason of such interest, provided that the fact of such interest be disclosed or made known to the Board of Directors, and provided that the Board of Directors shall authorize, approve or ratify such contract or transaction by the vote (not counting the vote of any such director) of a majority of a quorum, notwithstanding the presence of any such director at the meeting at which such action is taken.  Such director or directors may be counted in determining the presence of a quorum at such meeting.  This Section shall not be construed to impair or invalidate or in any way affect any contract or other transaction which would otherwise be valid under the law (common, statutory or otherwise) applicable thereto.

Section 13.  - Executive Committee:

The Executive Committee shall consist of two members of the Board of Directors appointed at the annual meeting of the stockholders of the Corporation to hold office during the pleasure of the Directors.  Its function shall be to exercise all the functions and powers of the Board of Directors between the annual meetings of the Board of Directors.

ARTICLE IV - OFFICERS

Section 1. - Number, Qualifications, Election and Term of Office:

(a)The officers of the Corporation shall consist of a President, one or more Vice-Presidents, a Secretary, a Treasurer, and such number of Assistant Secretaries and Assistant Treasurers as the Board of Directors may from time to time deem adviasable.  The President shall be and remain a director of the Corporation during the term of his office.  Any other officer may, but is not required to be, a director of the Corporation.  Any two or more offices, except the offices of President and Vice-Presient, may be held by the same person.

(b)The officers of the Corporation shall be elected by the Board of Directors at the regular annual meeting of the Board following the annual meeting of stockholders.

(c)Each officer shall hold office until the annual meeting of the Board of Directors next succeeding his election and until his successor shall have been elected and qualified, or until his death, resignation or removal.

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Section 2. - Resignation:

Any officer may resign at any time by giving written notice of such resignation to the Board of Directors or to the President or the Secretary of the Corporation.  Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Directors or by such officer, and the acceptance of such resignation shall not be necessary to make it effective.

Section 3. - Removal:

(a)Any officer specifically designated in Section 1 of this Article IV nat be removed, either with or without cause, and a successor elected, by a majority vote of the Board of Directors, regularly convened at a regular or special meeting.

(b)The officers and agents appointed in accordance with the provisions of Section 11 of this Article IV may be removed, either with or without cause, by a majority vote of the Board of Directors, regularly convened at a regular or special meeting or by any superior officer or agent upon whom such power of removal shall have been conferred by the Board of Directors.

Section 4. - Vacancies:

(a)A vacancy in any office specifically designated in Section 1 of this Article IV, by reason of death, resignation, inability to act, disqualification, removal, or any other cause, shall be filled for the unexpired portion of the term by a majority vote of the Board of Directors regularly convened at any regular or special meeting.

(b)In the case of a vacancy occurring in the office of an officer or agent appointed in accordance with the provisions of Section II of this Article IV, such vacancy may be filled by vote of the Board of Directors or by any officer or agent upon whom such power shall have been conferred by the Board of Directors.

Section 5. - President:

The President shall be the chief executive officer of the Corporation and, subject to the direction of the Board of Directors, shall have general charge of the business, affairs and property of the Corporation and general supervision over its officers and agents.  He shall, if present, preside at all meetings of the Board of Directors and at all meetings of stockholders.  In general, he shall perform all duties incident to the office of President, and shall see that all orders and resolution of the Board of Directors are carried into effect.

Section 6. - Vice-Presidents:

During the absence or disability of the President, the Vice-President or, if there be more than one, the Vice-President designated by the Board of Directors as Executive Vice-President, shall exercise all the functions of the President and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President.  Each Vice-President shall have such powers and discharge such duties as may be assigned to him from time to time by the Board of Directors.

Section 7. - Secretary:

The Secretary shall:

(a)Record all the proceedings of the meetings of the stockholders and Board of Directors in a book to be kept for that purpose;

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(b)Cause all notices to be duly given in accordance with the provisions of these by-laws and as required by statute;

(c)Be custodian of the records and of the seal of the Corporation, and cause such seal to be affixed to all certificates representing stock of the Corporation prior to their issuance, and to all instruments, the execution of which on behalf of the Corporation under its seal shall have been duly authorized in accordance with these bylaws;

(d)If called upon to do so, prepare or cause to be prepared, and submit at each meeting of the stockholders, a certified list in alphabetical order of the names of the stockholders entitled to vote at such meeting, together with the number of shares of the respective class of stock held by each;

(e)See that the books, reports, statements, certificates and all other documents and records of the Corporation required by statute are properly kept and filed;

(f)In general, perform all duties incident to the office of Secretary and such other duties as are given to him by these by-laws, or as from time to time may be assigned to him by the Board of Directors or the President.

Section 8. - Assistant Secretaries:

Whenever requested by or in the absence or disability of the Secretary, the Assistant Secretary designated by the Secretary (or in the absence of such designation, the Assistant Secretary designated by the Board of Directors) shall perform all the duties of the Secretary, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the Secretary.

Section 9. - Treasurer:

The Treasurer shall:

(a)Have charge of and supervision over and be responsible for the funds, securities, receipts and disbursements of the Corporation;

(b)Cause the monies and other valuable effects of the Corporation to be deposited in the name and to the credit of the Corporation in such banks or trust companies as the Board of Directors may select; CT as may be selected by any officer or officers or agent or agents authorized so to do by the Board of Directors;

(c)Cause the funds of the Corporation to be disbursed by checks or drafts, with such signatures as may be authorized by the Board of Directors, upon the authorized depositaries of the Corporation, and cause to be taken and preserved proper vouchers for all monies disbursed;

(d)Render to the President or the Board of Directors whenever requested, a statement of the financial condition of the Corporation and of all his transactions as Treasurer; and render a full financial report at the annual meeting of the stockholders if called upon to do so;

(e)Keep the books of account of all the business and transactions of the Corporation;

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(f)Be empowered to require from all officers or agents of the Corporation reports or statements giving such information as he may desire with respect to any and all financial transactions of the Corporation; and

(g)In general, perform all duties incident to the office of Treasurer and such other duties as are given to him by these by-laws or as from time to time may be assigned to him by the Board of Directors or the President.

Section 10.  - Assistant Treasurers:

Whenever requested by or in the absence or disability of the Treasurer, the Assistant Treasurer designated by the Treasurer (or in the absence of such designation, the Assistant Treasurer designated by the Board of Directors) shall perform all the duties of the Treasurer, and when so acting, shall have all the powers of, and be subject to all the restrictions upon, the Treasurer.

Section 11.  - Subordinate Officers and Agents:

The Board of Directors may from time to time appoint such other officers and agents as it may deem necessary or advisable, to hold office for such period, have such authority and perform such duties as the Board of Directors may from time to time determine.  The Board of Directors may delegate to any officer or agent the power to appoint any such subordinate officers or agents, and to prescribe their respective terms of office, authorities and duties.

Section 12.  - Salaries:

The salaries or other compensation of the officers shall be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving such salary or any compensation by reason of the fact that he is also a director of the Corporation.  The Board of Directors may delegate to any officer or agent the power to fix frau time to time the salaries or other compensation of officers or agents appointed in accordance with the provisions of Section II of the Article IV.

Section 13.  - Sureties and Bonds:

In case the Board of Directors shall so require, any officer or agent of the Corporation shall execute to the Corporation a bond in such sum and with such surety or sureties as the Board of Directors may direct, conditioned upon the faithful performance of his duties to the Corporation, including responsibility for negligence and for the accounting for all property, funds or securities of the Corporation which may come into his hands.

ARTICLE V - SHARES OF STOCK

Section 1. - Certificates of Stock:

(a) The certificates of stock of the Corporation shall be numbered and shall be entered in the books of the Corporation as they are issued.  They shall exhibit the holder’s name and the number of shares, and shall be signed by (i) the President or Vice-President, and (ii) the Secretary of Treasurer, or any Assistant Secretary or Assistant Treasurer, and shall bear the corporate seal.

(b) There shall be entered on the stock books of the Corporation, at the time of the issuance of each share, the number of the certificate issued, the kind of certificate issued, the name of the person owning the shares represented thereby, the number of such

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shares, and the date of issuance thereof.  Every certificate exchanged or returned to the Corporation shall be marked “cancelled” with the date of cancellation.

Section 2. - Lost or Destroyed Certificates:

The holder of any shares of stock of the Corporation shall immediately notify the Corporation of any loss or destruction of the certificate representing the same.  The Corporation may issue a new certificate in the place of any certificate theretofore issued by it alleged to have been lost or destroyed, and the Board of Directors may require the owner of the lost or destroyed certificate, or his legal representatives, to give the Corporation a bond in such sum as the Board may direct, and with such surety or sureties as may be satisfactory to the Board, to indemnify the Corporation against any claim that may be made against it on account of the alleged loss or destruction of any such certificate.  A new certificate may be issued without requiring any bond when, in the judgment of the Board of Directors, it is proper so to do.

Section 3. - Transfers of Shares:

(a)Transfers of shares of the capital stock of the Corporation shall be made on the transfer books of the Corporation by the holder of record thereof, in person or by his duly authorized attorney, upon surrender and cancellation of the certificate or certificates representing such shares.

(b)The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the absolute owner thereof for all purposes and, accordingly, shall not be bound to recognize any legal, equitable or other claim to, or interest in such share or shares on the part of any other person, whether or not it or they shall have express or other notice thereof, except as otherwise expressly provided by law.

Section 4. - Closing of Transfer Books:

The Board of Directors shall have the power to close the stock transfer books of the Corporation for a period of not more than ten days during the thirty day period immediately preceding (1) any stockholder’s meeting, or (2) any date upon which stockholders shall be called upon to or have a right to take action without a meeting, or (3) any date fixed for the payment of a dividend or any other form of distribution, and only those stockholders of record at the time the stock transfer books are closed, shall be recognized as such for the purpose of (1) receiving notice of or voting at such meeting, or (2) allowing them to take appropriate action, or (3) entitling them to receive any dividend or other form of distribution.

Section 5. - Agreements:

Whenever two or more stockholders shall enter into a written agreement respecting their shares of stock in the Corporation, and shall deposit such agreement with the Corporation, the Board of Directors shall have the power to provide by resolution that the shares of capital stock owned by the signatory stockholders shall be transferable only in accordance with the provisions of such agreement, and may direct that a reference to such agreement be endorsed upon every certificate of stock affected thereby.

ARTICLE VI - DIVIDENDS

Subject to applicable law, dividends may be declared and paid out of any funds available therefor, as often, in such amounts, and at such time or times as the Board of Directors may determine.

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ARTICLE VII - EXECUTION OF INSTRUMENTS

All checks, drafts, bills of exchange, acceptances, bonds, endorsements, notes or other obligations, or evidences of indebtedness of the Corporation, and all deeds, mortgages, indentures, bills of sale, conveyances, endorsements, assignments, transfers, stock powers or other instruments of transfer, contracts, agreements, dividend or other orders, powers of attorney, proxies, waivers, consents, returns, reports, certificates, demands, notices or documents, and other instruments or rights of any nature, may be signed, executed, verified, acknowledged and delivered by such persons (Whether or not officers, agents or employees of the Corporation) and in such manner as from time to time may be determined by the Board of Directors.

ARTICLE VIII - FISCAL YEAR

The fiscal year of the Corporation shall be fixed by the Board of Directors from time to time as the needs of the corporate business requires.

ARTICLE IX - CORPORATE SEAL

The corporate seal shall be circular in form, and shall bear the name of the Corporation, the words “Corporate Seal”, and words and figures denoting its organization under the laws of this State, and the year thereof, and otherwise shall be in such form as shall be approved from time to time by the Board of Directors.

ARTICLE X - AMENDMENTS

Section 1. - By Stockholders:

All by-laws of the Corporation shall be subjeci to alteration or repeal, and new by-laws may be made, by the affirmative vote of stockholders holding of record in the aggregate at least a majority of the outstanding shares of stock of the Corporation entitled to vote, given at any annual or special meeting, the notice or waiver of notice of which shall have summarized or set forth in full the proposed amendment.

Section 2. - By Directors:

The Board of Directors shall have power to make, adopt, alter, amend and repeal from time to time by-laws of the Corporation, provided, however, that the stockholders entitled to vote with respect thereto as in this Article X above-provided may alter, amend or repeal by-laws made by the Board of Directors and may from time to time limit or define the right of the Board of Directors to alter, amend or repeal any by-law or by-laws made or adopted by the stockholders.

ARTICLE XI - INDEMNITY

Any person made a party to any action, suit or proceeding, by reason of the fact that he, his testator or intestate representative is or was a director, officer or employee of the Corporation, or of any corporation in which he served as such at the request of the Corporation, shall be indemnified by the Corporation against the reasonable expenses, including attorney’s fees, actually and necessarily incurred by him in connection with the defense of such action, suit or proceedings, or in connection with any appeal therein, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding, or in connection with any appeal therein that such officer, director or employee is liable for negligence or misconduct in the performance of his duties.

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The foregoing right of indemnification shall not be deemed exclusive of any other rights to which any officer or director or employee may be entitled apart from the provisions of this section.

The amount of indemnity to which any officer or any director may be entitled shall be fixed by the Board of Directors, except that in any case where there is no disinterested majority of the Board available, the amount shall be fixed by arbitration pursuant to the then existing rules of the American Arbitration Association.

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EX-3.173

Exhibit 3.173

ARTICLES OF INCORPORATION

OF

METROPOLITAN AMBULANCE SERVICE

ARTICLE I

The name of this corporation is METROPOLITAN AMBULANCE SERVICE.

ARTICLE II

The corporation’s purposes are:

(a) To engage primarily in the specific business of operating a commercial ambulance and emergency vehicle service business;

(b) To engage generally in the business of providing ambulance and emergency vehicle services to private parties and governmental entities alike, along with such emergency medical treatment and care as is related to such services and proper under the law.

(c) To engage in any business, whether related or related to those described in clauses (a) and (b) of this Article, that may from time to time be authorized or approved by the Board of Directors of this corporation;

(d) To act as a partner or a joint adventurer or in any other legal capacity whenever deemed advisable by the Board of Directors;

(e) To do business anywhere in the world; and

(f) To have and to exercise all of the rights and powers that are now or may hereafter be granted to a corporation by law.

The above purpose clauses are not limited by reference to or inference from one another. Each clause is to be construed as a separate statement conferring independent purposes and powers on the corporation.

ARTICLE III

The county in the State of California where the principal office for the transaction of the business of this corporation is to be is Sacramento County.

ARTICLE IV

The number of directors of the corporation shall be four (4). The names and addresses of the persons who are appointed to act as first directors of this corporation are:

CHARLES A. WILTON	7028 Carthy Way
	Sacramento, California
GEORGE L. WATSON	5614 2nd Avenue
	Sacramento, California
KATHRYN R. WILTON	7028 Carthy Way
	Sacramento, California
ROSE A. WATSON	5614 2nd Avenue
	Sacramento, California

ARTICLE V

The corporation is authorized to issue only one class of stock. The total number of shares that the corporation is authorized to issue is one thousand (1,000) snares. Each share shall be without par value. No distinction shall exist between the shares of the corporation or between the holders thereof.

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IN WITNESS WHEREOF, the undersigned, constituting the incorporators and first directors of this corporation, have executed these Articles of Incorporation on this 12 day of May, 1969.

/s/ Charles A. Wilton

CHARLES A. WILTON

/s/ George L. Watson

GEORGE L. WATSON

/s/ Kathryn R. Wilton

KATHRYN R. WILTON

/s/ Rose A. Watson

ROSE A. WATSON

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STATE OF CALIFORNIA	)
	)  ss.
COUNTY OF SACRAMENTO	)

On the 12th day of May, 1969, before me William H. Whittington, Jr., a Notary Public in and for said County and State, personally appeared CHARLES A. WILTON, GEORGE L. WATSON, KATHRYN R. WILTON and ROSE A. WATSON, known to me to be the persons whose names are subscribed to the foregoing Articles of Incorporation, and acknowledged to me that they executed the same.

Witness my hand and official seal.

/s/ William H. Whittington, Jr

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EX-3.174

Exhibit 3.174

BY-LAWS

OF

THE SUBSIDIARIES OF

AMERICAN MEDICAL RESPONSE, INC.

Section 1. LAW, CERTIFICATE OF INCORPORATION

AND BY-LAWS

1.1. These by-laws are subject to the certificate of incorporation of the corporation. In these by-laws, references to law, the certificate of incorporation and by-laws mean the law, the provisions of the certificate of incorporation and the by-laws as from time to time in effect.

Section 2. STOCKHOLDERS

2.1. Annual Meeting. The annual meeting of stockholders shall be held at 10:00 am on the second Tuesday in May in each year, unless that day be a legal holiday at the place where the meeting is to be held, in which case the meeting shall be held at the same hour on the next succeeding day not a legal holiday, or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect a board of directors and transact such other business as may be required by law or these by-laws or as may properly come before the meeting.

2.2. Special Meetings. A special meeting of the stockholders may be called at any time by the chairman of the board, if any, the president or the board of directors. A special meeting of the stockholders shall be called by the secretary, or in the case of the death, absence, incapacity or refusal of the secretary, by an assistant secretary or some other officer, upon application of a majority of the directors. Any such application shall state the purpose or purposes of the proposed meeting. Any such call shall state the place, date, hour, and purposes of the meeting.

2.3. Place of Meeting. All meetings of the stockholders for the election of directors or for any other purpose shall be held at such place within or without the state of incorporation as may be determined from time to time by the chairman of the board, if any, the president or the board of directors. Any adjourned session of any meeting of the stockholders shall be held at the place designated in the vote of adjournment.

2.4. Notice of Meetings. Except as otherwise provided by law, a written notice of each meeting of stockholders stating the place, day and hour thereof and, in the case of a special meeting, the purposes for which the meeting is called, shall be given not less then ten nor more than sixty days before the meeting, to each stockholder entitled to vote thereat, and to each stockholder who, by law, by the certificate of incorporation or by these by-laws, is entitled to notice, by leaving such notice with him or at his residence or usual place of business, or by depositing it in the United States mail, postage prepaid, and addressed to such stockholder at his address as it appears in the records of the corporation. Such

notice shall be given by the secretary, or by an officer or person designated by the board of directors, or in the case of a special meeting by the officer calling the meeting. As to any adjourned session of any meeting of stockholders, notice of the adjourned meeting need not be given if the time and place thereof are announced at the meeting at which the adjournment was taken except that if the adjournment is for more than thirty days or if after the adjournment a new record date is set for the adjourned session, notice of any such adjourned session of the meeting shall be given in the manner heretofore described. No notice of any meeting of stockholders or any adjourned session thereof need be given to a stockholder if a written waiver of notice, executed before or after the meeting or such adjourned session by such stockholder, is filed with the records of the meeting or if the stockholder attends such meeting without objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the stockholders or any adjourned session thereof need be specified in any written waiver of notice.

2.5. Quorum of Stockholders. At any meeting of the stockholders a quorum as to any matter shall consist of a majority of the votes entitled to be cast on the matter, except where a larger quorum is required by law, by the certificate of incorporation or by these by-laws. Any meeting may be adjourned from time to time by a majority of the votes properly cast upon the question, whether or not a quorum is present. If a quorum is present at an original meeting, a quorum need not be present at an adjourned session of that meeting. Shares of its own stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of any corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

2.6. Action by Vote. When a quorum is present at any meeting, a plurality of the votes properly cast for election to any office shall elect to such office and a majority of the votes properly cast upon any question other than an election to an office shall decide the question, except when a larger vote is required by law, by the certificate of incorporation or by these by-laws. No ballot shall be required for any election unless requested by a stockholder present or represented at the meeting and entitled to vote in the election.

2.7. Action without Meetings. Unless otherwise provided in the certificate of incorporation, any action required or permitted to be taken by stockholders for or in connection with any corporate action may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in the state of incorporation by hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. No written consent shall be effective to take the corporate action referred to therein unless written consents signed by a number of stockholders sufficient to take such action are delivered to the corporation in the manner specified in this paragraph within sixty days of the earliest dated consent so delivered.

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If action is taken by consent of stockholders and in accordance with the foregoing, there shall be filed with the records of the meetings of stockholders the writing or writings comprising such consent.

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If action is taken by less than unanimous consent of stockholders, prompt notice of the taking of such action without a meeting shall be given to those who have not consented in writing and a certificate signed and attested to by the secretary that such notice was given shall be filed with the records of the meetings of stockholders.

In the event that the action which is consented to is such as would have required the filing of a certificate under any provision of the General Corporation Law of the State of Delaware, if such action had been voted upon by the stockholders at a meeting thereof, the certificate filed under such provision shall state, in lieu of any statement required by such provision concerning a vote of stockholders, that written consent has been given under Section 228 of said General Corporation Law and that written notice has been given as provided in such Section 228.

2.8. Proxy Representation. Every stockholder may authorize another person or persons to act for him by proxy in all matters in which a stockholder is entitled to participate, whether by waiving notice of any meeting, objecting to or voting or participating at a meeting, or expressing consent or dissent without a meeting. Every proxy must be signed by the stockholder or by his attorney-in-fact. No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally. The authorization of a proxy may but need not be limited to specified action, provided, however, that if a proxy limits its authorization to a meeting or meetings of stockholders, unless otherwise specifically provided such proxy shall entitle the holder thereof to vote at any adjourned session but shall not be valid after the final adjournment thereof.

2.9. Inspectors. The directors or the person presiding at the meeting may, and shall if required by applicable law, appoint one or more inspectors of election and any substitute inspectors to act at the meeting or any adjournment thereof. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspectors shall make a report in writing of any challenge, question or matter determined by them and execute a certificate of any fact found by them.

2.10. List of Stockholders. The secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in his name. The stock ledger shall be the only evidence as to who are stockholders entitled to examine such list or to vote in person or by proxy at

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such meeting.

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Section 3. BOARD OF DIRECTORS

3.1. Number. The corporation shall have one or more directors, the number shall be consistent with applicable law and shall be determined from time to time by vote of a majority of the directors then in office. No director need be a stockholder.

3.2. Tenure. Each director shall hold office until the next annual meeting and until his successor is elected and qualified, or until he sooner dies, resigns, is removed or becomes disqualified.

3.3. Powers. The business and affairs of the corporation shall be managed by or under the direction of the board of directors who shall have and may exercise all the powers of the corporation and do all such lawful acts and things as are not by law, the certificate of incorporation or these by-laws directed or required to be exercised or done by the stockholders.

3.4. Vacancies. Vacancies and any newly created directorships resulting from any increase in the number of directors may be filled by vote of the holders of the particular class or series of stock entitled to elect such director at a meeting called for the purpose, or by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, in each case elected by the particular class or series of stock entitled to elect such directors. When one or more directors shall resign from the board, effective at a future date, a majority of the directors then in office, including those who have resigned, who were elected by the particular class or series of stock entitled to elect such resigning director or directors shall have power to fill such vacancy or vacancies, the vote or action by writing thereon to take effect when such resignation or resignations shall become effective. The directors shall have and may exercise all their powers notwithstanding the existence of one or more vacancies in their number, subject to any requirements of law or of the certificate of incorporation or of these by-laws as to the number of directors required for a quorum or for any vote or other actions.

3.5. Committees. The board of directors may, by vote of a majority of the whole board, (a) designate, change the membership of or terminate the existence of any committee or committees, each committee to consist of one or more of the directors; (b) designate one or more directors as alternate members of any such committee who may replace any absent or disqualified member at any meeting of the committee; and (c) determine the extent to which each such committee shall have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation, including the power to authorize the seal of the corporation to be affixed to all papers which require it and the power and authority to declare dividends or to authorize the issuance of stock; excepting, however, such powers which by law, by the certificate of incorporation or by these by-laws they are prohibited from so delegating. In the absence or disqualification of any member of such committee and his alternate, if any, the member or members thereof present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Except as the board of directors may otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by the board or such rules, its business shall be conducted as nearly as may be in the same manner as is

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provided by these by-laws for the conduct of business by the board of directors. Each committee shall keep regular minutes of its meetings and report the same to the board of directors upon request.

3.6. Regular Meetings. Regular meetings of the board of directors may be held without call or notice at such places within or without the State of Delaware and at such times as the board may from

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time to time determine, provided that notice of the first regular meeting following any such determination shall be given to absent directors. A regular meeting of the directors may be held without call or notice immediately after and at the same place as the annual meeting of stockholders.

3.7. Special Meetings. Special meetings of the board of directors may be held at any time and at any place within or without the state of incorporation designated in the notice of the meeting, when called by the chairman of the board, if any, the president, or by one-third or more in number of the directors, reasonable notice thereof being given to each director by the secretary or by the chairman of the board, if any, the president or any one of the directors calling the meeting.

3.8. Notice. It shall be reasonable and sufficient notice to a director to send notice by mail or overnight courier at least forty-eight hours or by telegram at least twenty-four hours before the meeting addressed to him at his usual or last known business or residence address or to give notice to him in person or by telephone at least twenty-four hours before the meeting. Notice of a meeting need not be given to any director if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. Neither notice of a meeting nor a waiver of a notice need specify the purposes of the meeting.

3.9. Quorum. Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, at any meeting of the directors a majority of the directors then in office shall constitute a quorum; a quorum shall not in any case be less than one-third of the total number of directors constituting the whole board. Any meeting may be adjourned from time to time by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

3.10. Action by Vote. Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, when a quorum is present at any meeting the vote of a majority of the directors present shall be the act of the board of directors.

3.11. Action Without a Meeting. Any action required or permitted to be taken at any meeting of the board of directors or a committee thereof may be taken without a meeting if all the members of the board or of such committee, as the case may be, consent thereto in writing, and such writing or writings are filed with the records of the meetings of the board or of such committee. Such consent shall be treated for all purposes as the act of the board or of such committee, as the case may be.

3.12. Participation in Meetings by Conference Telephone. Members of the board of directors, or any committee designated by such board, may participate in a meeting of such board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other or by any other means permitted by law. Such participation shall constitute presence in person at such meeting.

3.13. Compensation. In the discretion of the board of directors, each director may be paid such fees for his services as director and be reimbursed for his reasonable expenses incurred in the performance of his duties as

8

director as the board of directors from time to time may determine. Nothing contained in this section shall be construed to preclude any director from serving the corporation in any other capacity and receiving reasonable compensation therefor.

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3.14. Interested Directors and Officers.

(a) No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of the corporation’s directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if:

(1) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or

(2) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or

(3) The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the board of directors, a committee thereof, or the stockholders.

(b) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes the contract or transaction.

Section 4. OFFICERS AND AGENTS

4.1. Enumeration; Qualification. The officers of the corporation shall be a president, a treasurer, a secretary and such other officers, if any, as the board of directors from time to time may in its discretion elect or appoint including without limitation a chairman of the board, one or more vice presidents and a controller. The corporation may also have such agents, if any, as the board of directors from time to time may in its discretion choose. Any officer may be but none need be a director or stockholder. Any two or more offices may be held by the same person. Any officer may be required by the board of directors to secure the faithful performance of his duties to the corporation by giving bond in such amount and with sureties or otherwise as the board of directors may determine.

4.2. Powers. Subject to law, to the certificate of incorporation and to the other provisions of these by-laws, each officer shall have, in addition to the duties and powers herein set forth, such duties and powers as are commonly incident to his office and such additional duties and powers as the board of directors may from time to time designate.

4.3. Election. The officers may be elected by the board of directors at their first meeting following the annual meeting of the stockholders or at any other time. At any time or from time to time the directors may delegate to any officer their power to elect or appoint any other officer or any agents.

4.4. Tenure. Each officer shall hold office until his respective successor

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is chosen and qualified unless a shorter period shall have been specified by the terms of his election or appointment, or in each case until he sooner dies, resigns, is removed or becomes disqualified. Each agent shall retain his authority at the pleasure of the directors, or the officer by whom he was appointed or by the officer who then holds agent appointive power.

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4.5. Chairman of the Board of Directors, President and Vice President. The chairman of the board, if any, shall have such duties and powers as shall be designated from time to time by the board of directors. Unless the board of directors otherwise specifies, the chairman of the board, or if there is none the chief executive officer, shall preside, or designate the person who shall preside, at all meetings of the stockholders and of the board of directors.

Unless the board of directors otherwise specifies, the president shall be the chief executive officer and shall have direct charge of all business operations of the corporation and, subject to the control of the directors, shall have general charge and supervision of the business of the corporation.

Any vice presidents shall have such duties and powers as shall be set forth in these by-laws or as shall be designated from time to time by the board of directors or by the president.

4.6. Treasurer and Assistant Treasurers. Unless the board of directors otherwise specifies, the treasurer shall be in charge of the corporation’s funds and valuable papers, and shall have such other duties and powers as may be designated from time to time by the board of directors or by the president. If no controller is elected, the treasurer shall, unless the board of directors otherwise specifies, also have the duties and powers of the controller. Any assistant treasurers shall have such duties and powers as shall be designated from time to time by the board of directors, the president or the treasurer.

4.7. Controller and Assistant Controllers. If a controller is elected, he shall, unless the board of directors otherwise specifies, be in charge of its books of account and accounting records, and of its accounting procedures. He shall have such other duties and powers as may be designated from time to time by the board of directors, the president or the treasurer. Any assistant controller shall have such duties and powers as shall be designated from time to time by the board of directors, the president, the treasurer or the controller.

4.8. Secretary and Assistant Secretaries. The secretary shall record all proceedings of the stockholders, of the board of directors and of committees of the board of directors in a book or series of books to be kept therefor and shall file therein all actions by written consent of stockholders or directors. In the absence of the secretary from any meeting, an assistant secretary, or if there be none or he is absent, a temporary secretary chosen at the meeting, shall record the proceedings thereof. Unless a transfer agent has been appointed the secretary shall keep or cause to be kept the stock and transfer records of the corporation, which shall contain the names and record addresses of all stockholders and the number of shares registered in the name of each stockholder. He shall have such other duties and powers as may from time to time be designated by the board of directors or the president. Any assistant secretaries shall have such duties and powers as shall be designated from time to time by the board of directors, the president or the secretary.

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Section 5. RESIGNATIONS AND REMOVALS

5.1. Any director or officer may resign at any time by delivering his resignation in writing to the chairman of the board, if any, the president, or the secretary or to a meeting of the board of directors. Such resignation shall be effective upon receipt unless specified to be effective at some other time, and without in either case the necessity of its being accepted unless the resignation shall so state. A director (including persons elected by stockholders or directors to fill vacancies in the board) may be removed from office with or without cause by the vote of the holders of a majority of the issued and outstanding shares of the particular class or series entitled to vote in the election of such director. The board of directors may at any time remove any officer either with or without cause. The board of directors may at any time terminate or modify the authority of any agent.

Section 6. VACANCIES

6.1. If the office of the president or the treasurer or the secretary becomes vacant, the directors may elect a successor by vote of a majority of the directors then in office. If the office of any other officer becomes vacant, any person or body empowered to elect or appoint that officer may choose a successor. Each such successor shall hold office for the unexpired term, and in the case of the president, the treasurer and the secretary until his successor is chosen and qualified or in each case until he sooner dies, resigns, is removed or becomes disqualified. Any vacancy of a directorship shall be filled as specified in Section 3.4 of these by-laws.

Section 7. CAPITAL STOCK

7.1. Stock Certificates. Each stockholder shall be entitled to a certificate stating the number and the class and the designation of the series, if any, of the shares held by him, in such form as shall, in conformity to law, the certificate of incorporation and the by-laws, be prescribed from time to time by the board of directors. Such certificate shall be signed by the chairman or vice chairman of the board, or the president or a vice president and by the treasurer or an assistant treasurer or by the secretary or an assistant secretary. Any of or all the signatures on the certificate may be a facsimile. In case an officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the time of its issue.

7.2. Loss of Certificates. In the case of the alleged theft, loss, destruction or mutilation of a certificate of stock, a duplicate certificate may be issued in place thereof, upon such terms, including receipt of a bond sufficient to indemnify the corporation against any claim on account thereof, as the board of directors may prescribe.

Section 8. TRANSFER OF SHARES OF STOCK

8.1. Transfer on Books. Subject to the restrictions, if any, stated or noted on the stock certificate, shares of stock may be transferred on the books of the corporation by the surrender to the corporation or its transfer agent of the certificate therefor properly endorsed or accompanied by a written

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assignment and power of attorney properly executed, with necessary transfer stamps affixed, and with such proof of the authenticity of signature as the board of directors or the transfer agent of the corporation may reasonably require. Except as may be otherwise required by law, by the certificate of

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incorporation or by these by-laws, the corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to receive notice and to vote or to give any consent with respect thereto and to be held liable for such calls and assessments, if any, as may lawfully be made thereon, regardless of any transfer, pledge or other disposition of such stock until the shares have been properly transferred on the books of the corporation.

It shall be the duty of each stockholder to notify the corporation of his post office address.

8.2. Record Date. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no such record date is fixed by the board of directors, the record date for determining the stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no such record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the state of incorporation hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. If no record date has been fixed by the board of directors and prior action by the board of directors is required by applicable law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such payment, exercise or other action. If no such record date is fixed, the record date for determining stockholders for any such

15

purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

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Section 9. CORPORATE SEAL

9.1. Subject to alteration by the directors, the seal of the corporation shall consist of a flat-faced circular die with the word “Delaware” and the name of the corporation cut or engraved thereon, together with such other words, dates or images as may be approved from time to time by the directors.

Section 10. EXECUTION OF PAPERS

10.1. Except as the board of directors may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts or other obligations made, accepted or endorsed by the corporation shall be signed by the chairman of the board, if any, the president, a vice president or the treasurer.

Section 11. FISCAL YEAR

11.1. The fiscal year of the corporation shall end on the 31st of December.

Section 12. AMENDMENTS

12.1. These by-laws may be adopted, amended or repealed by vote of a majority of the directors then in office or by vote of a majority of the stock outstanding and entitled to vote. Any by-law, whether adopted, amended or repealed by the stockholders or directors, may be amended or reinstated by the stockholders or the directors.

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EX-3.175

Exhibit 3.175

CERTIFICATE OF AMENDMENT

Before Payment of Capital

OF

CERTIFICATE OF INCORPORATION

OF

MVA MANAGEMENT, INC.

Pursuant to Section 241 of Title 8 of

the Delaware Code of 1953, as Amended

I, the undersigned, being the sole incorporator of the above-named corporation, a corporation organized under and by virtue of the General Corporation Law of the State of Delaware, DO HEREBY CERTIFY:

FIRST, that a resolution was adopted by written consent of the sole incorporator setting forth a proposed amendment to the Certificate of Incorporation of said corporation.

RESOLVED: That it is advisable and in the best interest of this corporation that Article I of the Certificate of Incorporation of this Corporation be amended to read in its entirety as follows:

“l. The name of this corporation is Midwest Ambulance Management Company.”

SECOND, that no part of the capital of said corporation having been paid, this certificate is filed pursuant to Section 241 of Title 8 of the Delaware Code of 1953, as amended.

IN WITNESS WHEREOF, I have duly executed this Certificate of Amendment this 12th day of September, 1994.

/s/ William George

William George

Incorporator

CERTIFICATE OF INCORPORATION

of

MVA MANAGEMENT, INC.

1. The name of this corporation is MVA Management, Inc.

2. The registered office of this corporation in the State of Delaware is located at 1013 Centre Road, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is Corporation Service Company.

3. The purpose of this corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

4. The total number of shares of stock that this corporation shall have authority to issue is 3,000 shares of Common Stock, $.01 par value per share. Each share of Common Stock shall be entitled to one vote.

5. The name and mailing address of the incorporator is: William George, One International Place, Boston, MA 02110-2624.

6. Except as provided to the contrary in the provisions establishing a class or series of stock, the amount of the authorized stock of this corporation of any class or classes may be increased or decreased by the affirmative vote of the holders of a majority of the stock of this corporation entitled to vote.

7. The election of directors need not be by ballot unless the by-laws shall so require.

8. In furtherance and not in limitation of the power conferred upon the board of directors by law, the board of directors shall have power to make, adopt, alter, amend and repeal from time to time by-laws of this corporation, subject to the right of the stockholders entitled to vote with respect thereto to alter and repeal by-laws made by the board of directors.

9. A director of this corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent that exculpation from liability is not permitted under the General Corporation Law of the State of Delaware as in effect at the time such liability is determined. No amendment or repeal of this paragraph 9 shall apply to or have any effect on the liability or alleged liability of any director of the corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

10. This corporation shall, to the maximum extent permitted from time to time under the law of the State of Delaware, indemnify and upon request shall advance expenses to any person who is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit, proceeding or claim, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was or has agreed to be a director or officer of this corporation or while a director or officer is or was serving at the request of this corporation as a

director, officer, partner, trustee, employee or agent of any corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against expenses (including attorney’s fees and expenses), judgments, fines, penalties and amounts paid in settlement incurred in connection with the investigation, preparation to defend or defense of such action, suit, proceeding or claim; provided, however, that the foregoing shall not require this corporation to indemnify or advance expenses to any person in connection with any action, suit, proceeding, claim or counterclaim initiated by or on behalf of such person. Such indemnification shall not be exclusive of other indemnification rights arising under any by-law, agreement, vote of directors or stockholders or otherwise and shall inure to the benefit of the heirs and legal representatives of such person. Any person seeking indemnification under this paragraph 10 shall be deemed to have met the standard of conduct required for such indemnification unless the contrary shall be established. Any repeal or modification of the foregoing provisions of this paragraph 10 shall not adversely affect any right or protection of a director or officer of this corporation with respect to any acts or omissions of such director or officer occurring prior to such repeal or modification.

11. The books of this corporation may (subject to any statutory requirements) be kept outside the State of Delaware as may be designated by the board of directors or in the by-laws of this corporation.

12. If at any time this corporation shall have a class of stock registered pursuant to the provisions of the Securities Exchange Act of 1934, for so long as such class is so registered, any action by the stockholders of such class must be taken at an annual or special meeting of stockholders and may not be taken by written consent.

THE UNDERSIGNED, the sole incorporator named above, hereby certifies that the facts stated above are true as of this 22nd day of August, 1994.

/s/ William George

William George, Incorporator

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

AND OF REGISTERED AGENT

OF

MIDWEST AMBULANCE MANGEMENT COMPANY

It is hereby certified that:

1.             The name of the corporation (hereinafter called the “corporation”) is:

MIDWEST AMBULANCE MANGEMENT COMPANY

2.             The registered office of the corporation within the State of Delaware is hereby changed to 2711 Centerville Road, Suite 400, City of Wilmington 19808, County of New Castle.

3.             The registered agent of the corporation within the State of Delaware is hereby changed to Corporation Service Company, the business office of which is identical with the registered office of the corporation as hereby changed.

4.             The corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on February 10, 2006

/s/ Randy Owen
Name:	Randy Owen
Title:	Chief Financial Officer & VP

EX-3.176

Exhibit 3.176

BY-LAWS

OF

THE SUBSIDIARIES OF

AMERICAN MEDICAL RESPONSE, INC.

Section 1. LAW, CERTIFICATE OF INCORPORATION

AND BY-LAWS

1.1. These by-laws are subject to the certificate of incorporation of the corporation. In these by-laws, references to law, the certificate of incorporation and by-laws mean the law, the provisions of the certificate of incorporation and the by-laws as from time to time in effect.

Section 2. STOCKHOLDERS

2.1. Annual Meeting. The annual meeting of stockholders shall be held at 10:00 am on the second Tuesday in May in each year, unless that day be a legal holiday at the place where the meeting is to be held, in which case the meeting shall be held at the same hour on the next succeeding day not a legal holiday, or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect a board of directors and transact such other business as may be required by law or these by-laws or as may properly come before the meeting.

2.2. Special Meetings. A special meeting of the stockholders may be called at any time by the chairman of the board, if any, the president or the board of directors. A special meeting of the stockholders shall be called by the secretary, or in the case of the death, absence, incapacity or refusal of the secretary, by an assistant secretary or some other officer, upon application of a majority of the directors. Any such application shall state the purpose or purposes of the proposed meeting. Any such call shall state the place, date, hour, and purposes of the meeting.

2.3. Place of Meeting. All meetings of the stockholders for the election of directors or for any other purpose shall be held at such place within or without the state of incorporation as may be determined from time to time by the chairman of the board, if any, the president or the board of directors. Any adjourned session of any meeting of the stockholders shall be held at the place designated in the vote of adjournment.

2.4. Notice of Meetings. Except as otherwise provided by law, a written notice of each meeting of stockholders stating the place, day and hour thereof and, in the case of a special meeting, the purposes for which the meeting is called, shall be given not less then ten nor more than sixty days before the meeting, to each stockholder entitled to vote thereat, and to each stockholder who, by law, by the certificate of incorporation or by these by-laws, is entitled to notice, by leaving such notice with him or at his residence or usual place of business, or by depositing it in the United States mail, postage prepaid, and addressed to such stockholder at his

address as it appears in the records of the corporation. Such notice shall be given by the secretary, or by an officer or person designated by the board of directors, or in the case of a special meeting by the officer calling the meeting. As to any adjourned session of any meeting of stockholders, notice of the adjourned meeting need not be given if the time and place thereof are announced at the meeting at which the adjournment was taken except that if the adjournment is for more than thirty days or if after the adjournment a new record date is set for the adjourned session, notice of any such adjourned session of the meeting shall be given in the manner heretofore described. No notice of any meeting of stockholders or any adjourned session thereof need be given to a stockholder if a written waiver of notice, executed before or after the meeting or such adjourned session by such stockholder, is filed with the records of the meeting or if the stockholder attends such meeting without objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the stockholders or any adjourned session thereof need be specified in any written waiver of notice.

2.5. Quorum of Stockholders. At any meeting of the stockholders a quorum as to any matter shall consist of a majority of the votes entitled to be cast on the matter, except where a larger quorum is required by law, by the certificate of incorporation or by these by-laws. Any meeting may be adjourned from time to time by a majority of the votes properly cast upon the question, whether or not a quorum is present. If a quorum is present at an original meeting, a quorum need not be present at an adjourned session of that meeting. Shares of its own stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of any corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

2.6. Action by Vote. When a quorum is present at any meeting, a plurality of the votes properly cast for election to any office shall elect to such office and a majority of the votes properly cast upon any question other than an election to an office shall decide the question, except when a larger vote is required by law, by the certificate of incorporation or by these by-laws. No ballot shall be required for any election unless requested by a stockholder present or represented at the meeting and entitled to vote in the election.

2.7. Action without Meetings. Unless otherwise provided in the certificate of incorporation, any action required or permitted to be taken by stockholders for or in connection with any corporate action may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in the state of incorporation by hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. No written consent shall be effective to take the corporate action referred to therein unless written consents signed by a number of stockholders sufficient to take such action are delivered to the corporation

2

in the manner specified in this paragraph within sixty days of the earliest dated consent so delivered.

If action is taken by consent of stockholders and in accordance with the foregoing, there shall be filed with the records of the meetings of stockholders the writing or writings comprising such consent.

If action is taken by less than unanimous consent of stockholders, prompt notice of the taking of such action without a meeting shall be given to those who have not consented in writing and a certificate signed and attested to by the secretary that such notice was given shall be filed with the records of the meetings of stockholders.

In the event that the action which is consented to is such as would have required the filing of a certificate under any provision of the General Corporation Law of the State of Delaware, if such action had been voted upon by the stockholders at a meeting thereof, the certificate filed under such provision shall state, in lieu of any statement required by such provision concerning a vote of stockholders, that written consent has been given under Section 228 of said General Corporation Law and that written notice has been given as provided in such Section 228.

2.8. Proxy Representation. Every stockholder may authorize another person or persons to act for him by proxy in all matters in which a stockholder is entitled to participate, whether by waiving notice of any meeting, objecting to or voting or participating at a meeting, or expressing consent or dissent without a meeting. Every proxy must be signed by the stockholder or by his attorney-in-fact. No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally. The authorization of a proxy may but need not be limited to specified action, provided, however, that if a proxy limits its authorization to a meeting or meetings of stockholders, unless otherwise specifically provided such proxy shall entitle the holder thereof to vote at any adjourned session but shall not be valid after the final adjournment thereof.

2.9. Inspectors. The directors or the person presiding at the meeting may, and shall if required by applicable law, appoint one or more inspectors of election and any substitute inspectors to act at the meeting or any adjournment thereof. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspectors shall make a report in writing of any challenge, question or matter determined by them and execute a certificate of any fact found by them.

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2.10. List of Stockholders. The secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in his name. The stock ledger shall be the only evidence as to who are stockholders entitled to examine such list or to vote in person or by proxy at such meeting.

Section 3. BOARD OF DIRECTORS

3.1. Number. The corporation shall have one or more directors, the number shall be consistent with applicable law and shall be determined from time to time by vote of a majority of the directors then in office. No director need be a stockholder.

3.2. Tenure. Each director shall hold office until the next annual meeting and until his successor is elected and qualified, or until he sooner dies, resigns, is removed or becomes disqualified.

3.3. Powers. The business and affairs of the corporation shall be managed by or under the direction of the board of directors who shall have and may exercise all the powers of the corporation and do all such lawful acts and things as are not by law, the certificate of incorporation or these by-laws directed or required to be exercised or done by the stockholders.

3.4. Vacancies. Vacancies and any newly created directorships resulting from any increase in the number of directors may be filled by vote of the holders of the particular class or series of stock entitled to elect such director at a meeting called for the purpose, or by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, in each case elected by the particular class or series of stock entitled to elect such directors. When one or more directors shall resign from the board, effective at a future date, a majority of the directors then in office, including those who have resigned, who were elected by the particular class or series of stock entitled to elect such resigning director or directors shall have power to fill such vacancy or vacancies, the vote or action by writing thereon to take effect when such resignation or resignations shall become effective. The directors shall have and may exercise all their powers notwithstanding the existence of one or more vacancies in their number, subject to any requirements of law or of the certificate of incorporation or of these by-laws as to the number of directors required for a quorum or for any vote or other actions.

3.5. Committees. The board of directors may, by vote of a majority of the whole board, (a) designate, change the membership of or terminate the existence of any committee or committees, each committee to consist of one or more of the directors; (b) designate one or more directors as alternate members of any such committee who may replace any absent or disqualified member at any meeting of the committee; and (c) determine the extent to which each such committee shall have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation, including the power to authorize the seal of the corporation to be affixed to all papers which require it and the power and authority to declare dividends or to authorize the issuance of stock; excepting, however, such powers which by law, by the certificate of incorporation or by these by-laws they are prohibited from so delegating. In the absence or disqualification of any member of such committee and his alternate, if any, the member or members thereof present at any meeting and not

4

disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Except as the board of directors may otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by the board or such rules, its business shall be conducted as nearly as may be in the same manner as is provided by these by-laws for the conduct of business by the board of directors. Each committee shall keep regular minutes of its meetings and report the same to the board of directors upon request.

3.6. Regular Meetings. Regular meetings of the board of directors may be held without call or notice at such places within or without the State of Delaware and at such times as the board may from time to time determine, provided that notice of the first regular meeting following any such determination shall be given to absent directors. A regular meeting of the directors may be held without call or notice immediately after and at the same place as the annual meeting of stockholders.

3.7. Special Meetings. Special meetings of the board of directors may be held at any time and at any place within or without the state of incorporation designated in the notice of the meeting, when called by the chairman of the board, if any, the president, or by one-third or more in number of the directors, reasonable notice thereof being given to each director by the secretary or by the chairman of the board, if any, the president or any one of the directors calling the meeting.

3.8. Notice. It shall be reasonable and sufficient notice to a director to send notice by mail or overnight courier at least forty-eight hours or by telegram at least twenty-four hours before the meeting addressed to him at his usual or last known business or residence address or to give notice to him in person or by telephone at least twenty-four hours before the meeting. Notice of a meeting need not be given to any director if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. Neither notice of a meeting nor a waiver of a notice need specify the purposes of the meeting.

3.9. Quorum. Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, at any meeting of the directors a majority of the directors then in office shall constitute a quorum; a quorum shall not in any case be less than one-third of the total number of directors constituting the whole board. Any meeting may be adjourned from time to time by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

3.10. Action by Vote. Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, when a quorum is present at any meeting the vote of a majority of the directors present shall be the act of the board of directors.

3.11. Action Without a Meeting. Any action required or permitted to be taken at any meeting of the board of directors or a committee thereof may be taken without a meeting if all the members of the board or of such committee, as the case may be, consent thereto in writing, and such writing or writings are filed with the records of the meetings of the board or of such

5

committee. Such consent shall be treated for all purposes as the act of the board or of such committee, as the case may be.

3.12. Participation in Meetings by Conference Telephone. Members of the board of directors, or any committee designated by such board, may participate in a meeting of such board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other or by any other means permitted by law. Such participation shall constitute presence in person at such meeting.

3.13. Compensation. In the discretion of the board of directors, each director may be paid such fees for his services as director and be reimbursed for his reasonable expenses incurred in the performance of his duties as director as the board of directors from time to time may determine.

Nothing contained in this section shall be construed to preclude any director from serving the corporation in any other capacity and receiving reasonable compensation therefor.

3.14. Interested Directors and Officers.

(a) No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of the corporation’s directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if:

(1) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or

(2) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or

(3) The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the board of directors, a committee thereof, or the stockholders.

(b) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes the contract or transaction.

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Section 4. OFFICERS AND AGENTS

4.1. Enumeration; Qualification. The officers of the corporation shall be a president, a treasurer, a secretary and such other officers, if any, as the board of directors from time to time may in its discretion elect or appoint including without limitation a chairman of the board, one or more vice presidents and a controller. The corporation may also have such agents, if any, as the board of directors from time to time may in its discretion choose. Any officer may be but none need be a director or stockholder. Any two or more offices may be held by the same person. Any officer may be required by the board of directors to secure the faithful performance of his duties to the corporation by giving bond in such amount and with sureties or otherwise as the board of directors may determine.

4.2. Powers. Subject to law, to the certificate of incorporation and to the other provisions of these by-laws, each officer shall have, in addition to the duties and powers herein set forth, such duties and powers as are commonly incident to his office and such additional duties and powers as the board of directors may from time to time designate.

4.3. Election. The officers may be elected by the board of directors at their first meeting following the annual meeting of the stockholders or at any other time. At any time or from time to time the directors may delegate to any officer their power to elect or appoint any other officer or any agents.

4.4. Tenure. Each officer shall hold office until his respective successor is chosen and qualified unless a shorter period shall have been specified by the terms of his election or appointment, or in each case until he sooner dies, resigns, is removed or becomes disqualified. Each agent shall retain his authority at the pleasure of the directors, or the officer by whom he was appointed or by the officer who then holds agent appointive power.

4.5. Chairman of the Board of Directors, President and Vice President. The chairman of the board, if any, shall have such duties and powers as shall be designated from time to time by the board of directors. Unless the board of directors otherwise specifies, the chairman of the board, or if there is none the chief executive officer, shall preside, or designate the person who shall preside, at all meetings of the stockholders and of the board of directors.

Unless the board of directors otherwise specifies, the president shall be the chief executive officer and shall have direct charge of all business operations of the corporation and, subject to the control of the directors, shall have general charge and supervision of the business of the corporation.

Any vice presidents shall have such duties and powers as shall be set forth in these by-laws or as shall be designated from time to time by the board of directors or by the president.

4.6. Treasurer and Assistant Treasurers. Unless the board of directors otherwise specifies, the treasurer shall be in charge of the corporation’s funds and valuable papers, and shall have such other duties and powers as may be designated from time to time by the board of directors or by the president. If no controller is elected, the treasurer shall, unless the board of directors otherwise specifies, also have the duties and powers of the controller. Any assistant

7

treasurers shall have such duties and powers as shall be designated from time to time by the board of directors, the president or the treasurer.

4.7. Controller and Assistant Controllers. If a controller is elected, he shall, unless the board of directors otherwise specifies, be in charge of its books of account and accounting records, and of its accounting procedures. He shall have such other duties and powers as may be designated from time to time by the board of directors, the president or the treasurer. Any assistant controller shall have such duties and powers as shall be designated from time to time by the board of directors, the president, the treasurer or the controller.

4.8. Secretary and Assistant Secretaries. The secretary shall record all proceedings of the stockholders, of the board of directors and of committees of the board of directors in a book or series of books to be kept therefor and shall file therein all actions by written consent of stockholders or directors. In the absence of the secretary from any meeting, an assistant secretary, or if there be none or he is absent, a temporary secretary chosen at the meeting, shall record the proceedings thereof. Unless a transfer agent has been appointed the secretary shall keep or cause to be kept the stock and transfer records of the corporation, which shall contain the names and record addresses of all stockholders and the number of shares registered in the name of each stockholder. He shall have such other duties and powers as may from time to time be designated by the board of directors or the president. Any assistant secretaries shall have such duties and powers as shall be designated from time to time by the board of directors, the president or the secretary.

Section 5. RESIGNATIONS AND REMOVALS

5.1. Any director or officer may resign at any time by delivering his resignation in writing to the chairman of the board, if any, the president, or the secretary or to a meeting of the board of directors. Such resignation shall be effective upon receipt unless specified to be effective at some other time, and without in either case the necessity of its being accepted unless the resignation shall so state. A director (including persons elected by stockholders or directors to fill vacancies in the board) may be removed from office with or without cause by the vote of the holders of a majority of the issued and outstanding shares of the particular class or series entitled to vote in the election of such director. The board of directors may at any time remove any officer either with or without cause. The board of directors may at any time terminate or modify the authority of any agent.

Section 6. VACANCIES

6.1. If the office of the president or the treasurer or the secretary becomes vacant, the directors may elect a successor by vote of a majority of the directors then in office. If the office of any other officer becomes vacant, any person or body empowered to elect or appoint that officer may choose a successor. Each such successor shall hold office for the unexpired term, and in the case of the president, the treasurer and the secretary until his successor is chosen and qualified or in each case until he sooner dies, resigns, is removed or becomes disqualified. Any vacancy of a directorship shall be filled as specified in Section 3.4 of these by-laws.

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Section 7. CAPITAL STOCK

7.1. Stock Certificates. Each stockholder shall be entitled to a certificate stating the number and the class and the designation of the series, if any, of the shares held by him, in such form as shall, in conformity to law, the certificate of incorporation and the by-laws, be prescribed from time to time by the board of directors. Such certificate shall be signed by the chairman or vice chairman of the board, or the president or a vice president and by the treasurer or an assistant treasurer or by the secretary or an assistant secretary. Any of or all the signatures on the certificate may be a facsimile. In case an officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the time of its issue.

7.2. Loss of Certificates. In the case of the alleged theft, loss, destruction or mutilation of a certificate of stock, a duplicate certificate may be issued in place thereof, upon such terms, including receipt of a bond sufficient to indemnify the corporation against any claim on account thereof, as the board of directors may prescribe.

Section 8. TRANSFER OF SHARES OF STOCK

8.1. Transfer on Books. Subject to the restrictions, if any, stated or noted on the stock certificate, shares of stock may be transferred on the books of the corporation by the surrender to the corporation or its transfer agent of the certificate therefor properly endorsed or accompanied by a written assignment and power of attorney properly executed, with necessary transfer stamps affixed, and with such proof of the authenticity of signature as the board of directors or the transfer agent of the corporation may reasonably require. Except as may be otherwise required by law, by the certificate of incorporation or by these by-laws, the corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to receive notice and to vote or to give any consent with respect thereto and to be held liable for such calls and assessments, if any, as may lawfully be made thereon, regardless of any transfer, pledge or other disposition of such stock until the shares have been properly transferred on the books of the corporation.

It shall be the duty of each stockholder to notify the corporation of his post office address.

8.2. Record Date. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no such record date is fixed by the board of directors, the record date for determining the stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment

9

of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no such record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the state of incorporation hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. If no record date has been fixed by the board of directors and prior action by the board of directors is required by applicable law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such payment, exercise or other action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

Section 9. CORPORATE SEAL

9.1. Subject to alteration by the directors, the seal of the corporation shall consist of a flat-faced circular die with the word “Delaware” and the name of the corporation cut or engraved thereon, together with such other words, dates or images as may be approved from time to time by the directors.

Section 10. EXECUTION OF PAPERS

10.1. Except as the board of directors may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts or other obligations made, accepted or endorsed by the corporation shall be signed by the chairman of the board, if any, the president, a vice president or the treasurer.

Section 11. FISCAL YEAR

11.1. The fiscal year of the corporation shall end on the 31st of December.

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Section 12. AMENDMENTS

12.1. These by-laws may be adopted, amended or repealed by vote of a majority of the directors then in office or by vote of a majority of the stock outstanding and entitled to vote. Any by-law, whether adopted, amended or repealed by the stockholders or directors, may be amended or reinstated by the stockholders or the directors.

11

EX-3.177

Exhibit 3.177

Form LLC-5.5	Illinois	This space for use by
December 2003	Limited Liability Company Act	Secretary of State
Jesse White	Articles of Organization
Secretary of State
Department of Business Services	SUBMIT IN DUPLICATE
Limited Liability Company Division	Must be typewritten
Room 351, Howlett Building	This space for use by Secretary of State	Filed: 5/11/2004
Springfield, IL 62756
http://www.cyberdriveillinois.com	Date 5/11/2004	Jesse White Secretary of State
Payment must be made by certified check, cashier’s check, Illinois attorney’s check, Illinois C.P.A.’s check or money order, payable to “Secretary of State.”	Assigned File#  0118-316-8 Filing Fee  $500.00 Approved:  jd	*jd

1.Limited Liability Company Name:  LPG AMBULANCE SERVICES OF ILLINOIS, LLC.

(The LLC name must contain the words limited liability company, L.L.C. or LLC and cannot contain the terms corporation, corp., incorporated, inc., ltd., co., limited partnership, or L.P.)

2.The address of its principal place of business: (Post office box alone and c/o are unacceptable.)
25 ROYAL HEIGHTS CENTRE

BELLEVILLE,  IL.  62226

3.The Articles of Organization are effective on: (Check one)

a) x the filing date, or b) o another date later than but not more than 60 days subsequent
to the filing date:                                                       

(month, day, year)

4.The registered agent’s name and registered office address is:

Registered agent:SCOTTJ.TIEPELMAN

First NameMiddle InitialLast Name

Registered Office:5 ROYAL HEIGHTS CENTRE

(P.O. Box andNumberStreetSuite #

c/o are unacceptable)BELLEVILLE, IL.62226ST. CLAIR

CityZIP CodeCounty

5.Purpose or purposes for which the LLC is organized: Include the business code # (IRS Form 1065).
(if not sufficient space to cover this point, add one or more sheets of this size.)

“The transaction of any or all lawful business for which limited liability companies may be organized under this Act.”

TO PROVIDE MOBILE MEDICAL AND EMERGENCY MEDICAL TRANSPORT SERVICES AND EMERGENCY MEDICAL SERVICES, AND IN CONNECTION THEREWITH, TO SUPPLY AMBULANCE SERVICES AND SUCH OTHER PRODUCTS AND HEALTH RELATED SERVICES INCIDENT THERETO.

6.The latest date, if any, upon which the company is to dissolve JUNE 1, 2054.

(month, day, year)

Any other events of dissolution enumerated on an attachment. (Optional)

LLC-5.5

7.Other provisions for the regulation of the internal affairs of the LLC per Section 5-5 (a) (8) included as attachment:

If yes, state the provisions(s) from the ILLCA.o Yes            xNo

8.a) Management is by manager(s):x Yes            oNo

If yes, list names and business addresses.

SCOTT J. TIEPELMAN
25 ROYAL HEIGHTS CENTRE
BELLEVILLE, IL. 62226

b) Management is vested in the member(s):o Yes            xNo

If yes, list names and addresses.

9.I affirm, under penalties of perjury, having authority to sign hereto, that these articles of organization are to the best of my knowledge and belief, true, correct and complete.

Dated  MAY 3, 2004

(Month/Day) (Year)

	Signature(s) and Name(s) of Organizer(s)		Address(es)
1.	/s/ ALAINA MACIA	1.	125 WHARF ST., SUITE 25
	Signature		NumberStreet
	ALAINA MACIA		LAKE ST. LOUIS
	(Type or print name and title)		City/Town
			MISSOURI                                              63367
	(Name if a corporation or other entity)		State                                                ZIP Code
2.		2.
	Signature		NumberStreet
	(Type or print name and title)		City/Town
	(Name if a corporation or other entity)		State                                                ZIPCode
3.		3.
	Signature		NumberStreet
	(Type or print name and title)		City/Town
	(Name if a corporation or other entity)		State                                                ZIPCode

(Signatures must be in ink on an original document.  Carbon copy, photocopy or rubber stamp signatures may only be used on conformed copies.)

Form LLC-5.25	Illinois	This space for use by
June 2004	Limited Liability Company Act	Secretary of State
Jesse White	Articles of Amendment
Secretary of State	Filing Fee (see instructions)
Department of Business Services	SUBMIT IN DUPLICATE
Liability Limitation Division	Must be typewritten
351 Howlett Building	This space for use by Secretary of State	Filed: 10/14/2004
Springfield, IL 62756
www.cyberdriveillinois.com	Date:  10/14/2004	Jesse White Secretary of State
Payment may be made by business firm check payable to Secretary of State. (If check is returned for any reason this filing will be void.)	Assigned File #: Filing Fee:  $150.00 Approved:  0118-316-8	Paid: 10/14/2004

1.Limited Liability Company name:    LPG AMBULANCE SERVICES OF ILLINOIS, LLC

2.File number assigned by Secretary of State:  01183168

3.These Articles of Amendment are effective on xthe file date or o a later date being                              , not to exceed 30 days after the file date (check applicable box).

4.The Articles of Organization are amended as follows (check applicable item(s) below):

o a)Admission of a new member (give name and address below).*

o b)Admission of a new manager (give name and address below).*

o c)Withdrawal of a member (give name below).*

o d)Withdrawal of a manager (give name below).*

o e)Change in the address of the office at which the records required by Section 1-40 of the Act are kept (give new address, including county below).

o f)Change of registered agent and/or registered agent’s office (give new name and address, including county below) (Address change of P.O. Box and c/o are unacceptable).

x g)Change in the Limited Liability Company’s name (list below).

o h)Change in date of dissolution or other events of dissolution enumerated in item 6 of the Articles of Organization.

o i)Other (give information below).

*Changes in members/managers may, but are not required to be reported in an amendment to the Articles of Organization.

Additional information:

The name of the Limited Liability Company shall be:  Mission Care of Illinois, LLC

LLC-5.25

5.Check appropriate box below (Box A or Box B must be checked):

o A.This amendment was approved by not less than the minimum number of managers necessary to approve the amendment and member action was not required.

x B.This amendment was approved by not less than a minimum number of members necessary to approve the amendment.

6.I affirm, under penalties of perjury, having authority to sign hereto, that these Articles of Amendment are to the best of my knowledge and belief, true, correct and complete.

Dated October 8, 2004.

(Month & Day) {Year)

/s/illegible

(Signature)

/s/illegible

(Type or Print Name and Title)

(If the member or manager signing this document is a company or
other entity, state name of company and indicate whether it is a
member or managers of the Limited Liability Company.)

INSTRUCTIONS:	*	If the only change reported is a change in the registered agent and/or registered office, the filing fee is $35.
		If other changes are reported, the filing fee is $150.

Form LLC-1.36/	Illinois
1.37                          July 2005	Limited Liability Company Act
Secretary of State Jesse White Department of Business Services	Statement of Change of Registered Agent and/or Registered Office	FILE # 01183168 This space for use by Secretary of State
Limited Liability Division
Room 351 Howlett Building	SUBMIT IN DUPLICATE
501 S. Second St.	Must be typewritten
Springfield, IL 62756	This space for use by Secretary of State	Filed: 12/17/2007
www.cyberdriveillinois.com
Payment must be made by business firm check payable to Secretary of State. (If check is returned for any reason this filing will be void.)	Filing Fee:  $25 Approved:  DD	Jesse White Secretary of State Paid: 12/11/2004

1.Limited Liability Company Name:   MISSION CARE OF ILLINOIS, LLC

2.Name and Address of Registered Agent and Registered Office as they appear on the records of the Office of the Secretary of State (before change):

Registered Agent  SCOTT J. TIEPELMAN

First NameMiddle NameLast Name

Registered Office  25 ROYAL HEIGHTS CENTRE

Number         StreetSuite No. (P.O. Box alone is unacceptable)

BELLEVILLE, IL62226ST. CLAIR

CityZIP CodeCounty

3.Name and Address of Registered Agent and Registered Office shall be (after all changes herein reported):

Registered Agent  Illinois Corporation Service Company

First NameMiddle NameLast Name

Registered Office  801 Adlai Stevenson Drive

Number         StreetSuite No. (P.O. Box alone is unacceptable)

Springfield, IL62703Sangamon

CityZIP CodeCounty

4.The address of the registered office and the address of the business office of the registered agent, as changed, will be identical.

5.The above change was authorized by: (check one box only)

a. x resolution duly adopted by the members or managers. (See Note 4.)

b. o action of the registered agent. (See Note 5.)

SEE REVERSE FOR SIGNATURE(S).

Printed by authority of the State of Illinois. February 2006 - 5M - LLC-36

6.If the change to the registered agent or registered office is authorized by the members or managers, sign here. (See Note 4 below.)

The undersigned affirms, under penalties of perjury, having authority to sign hereto, that this statement to change the registered agent or address is to the best of my knowledge and belief, true, correct and complete.

Dated 10/11, 2007

Month/DayYear

/s/WILLIAM SANGER

Signature (Must comply with Section 5-45 of ILLCA.)

William Sanger-CEO of AMR, Inc., as Manager of Mission

Name and Title (type or print)

Care Services, LLC, as Manager of Mission Care of Illinois, LLC

If the member or manager signing this document is a company or
other entity, state name of company and indicate whether it is a
member or manager of the Limited Liability Company.

if change of registered office by registered agent, sign here. (See Note 5 below.)

The undersigned, under penalties of perjury, affirms that the facts stated herein are true, correct and complete.

Dated                                           ,

Month/DayYear

Signature of Registered Agent of Record

Name (type or print)
If registered agent is a corporation,
name and title of officer who is signing on its behalf.

NOTES

1.The registered office may, but need not be, the same as the principal office of the Limited Liability Company; however, the registered office and the office address of the registered agent must be the same.

2.The registered office must include a street or road address (P.O. Box alone is unacceptable).

3.A Limited Liability Company cannot act as its own registered agent.

4.Any change of registered agent or registered address effected by the Limited Liability Company must be by resolution adopted by the members or managers.

5.The registered agent may report a change of the registered office of the Limited Liability Company for which he/she is a registered agent. When the agent reports such a change, this statement must be signed by the registered agent. If a corporation is acting as the registered agent, a duly authorized officer of such corporation must sign this statement.

Printed by authority of the State of Illinois. February 2006 – 5M – LLC-36

EX-3.178

Exhibit 3.178

SECOND AMENDED AND RESTATED OPERATING AGREEMENT
FOR
MISSION CARE OF ILLINOIS, LLC

This Second Amended and Restated Operating Agreement (the “Restated Agreement”) of MISSION CARE OF ILLINOIS, LLC (the “Company”) is made as of September 22, 2011 and, by execution below, is adopted by the Manager of the sole Member, Mission Care Services, LLC, a Missouri limited liability company (hereinafter referred to as “Member”).

RECITALS

WHEREAS, the Company previously adopted an amended and restated operating agreement which no longer reflects the goals and intent of the current membership in relation to the conduct of the business and affairs of the Company;

WHEREAS, the sole Member and the Company, as a limited liability company in accordance with the provisions of the laws of the State of Illinois governing limited liability companies (the “L.L.C. Act”), desires to adopt this Restated Agreement in relation to the conduct of the business and affairs of the Company.

NOW, THEREFORE, in consideration of the foregoing and the covenants contained in this Restated Agreement, the Member agrees to operate the Company as follows:

ARTICLE I
REGISTERED AGENT OFFICES, NAME, REGISTERED AGENT

SECTION 1.01.Principal Office.  The principal office of the Company shall be located at such place within or without the State of Missouri as may be determined by the manager of the Company (“Manager”) from time to time.

SECTION 1.02.Name.  The name of the Company shall be as stated in the Articles of Organization, as amended from time to time.  As of the date of this Restated Agreement, the name is Mission Care of Illinois, LLC.

SECTION 1.03.Registered Agent and Office.  The Company’s registered agent and registered office shall be as stated in the Articles of Organization, as amended from time to time.

ARTICLE II
RECORDS

SECTION 2.01.Company Records.  The Manager shall maintain the following records;

(i)A current and a past list, setting forth the full name and last known mailing address of the Manager, each Initial Member and each additional Member (individually, an “Additional Member” and, together with the Initial Members,

individually, a “Member” and collectively, the “Members”) set forth in alphabetical order and, with respect to each Member, the number of Units (as defined in Section 4.04) held by it, him or her;

(ii)A copy of the Articles of Organization and all articles of amendment thereto, together with any executed powers of attorney pursuant to which any articles of amendment have been executed;

(iii)Copies of the Company’s federal, state and local income tax returns ‘and reports, if any, for the three most recent years or, if such returns and reports were not prepared for any reason, copies of the information and records provided to, or which should have been provided to, the Members to enable them to prepare their federal, state and local tax returns for such period;

(iv)A copy of this Restated Agreement, and all amendments hereto; and

(v)Copies of any financial statements of the Company for the six most recent fiscal years.

ARTICLE III
PURPOSES

SECTION 3.01.Purposes.  Subject to the Articles of Organization, as amended from time to time, the Company is organized to (1) conduct or promote any lawful businesses or purposes; and (ii) have and exercise all powers now or hereafter conferred on limited liability companies organized pursuant to the L.L.C. Act.

ARTICLE IV
MEMBERS AND UNITS

SECTION 4.01.Member.  As described in more detail on Schedule A attached hereto, the sole Member of the Company shall be Mission Care Services, LLC unless and until such limited liability company transfers one or more membership units or the Company hereafter issues additional membership units.

SECTION 4.02.Units.

(a)Interests in the Company shall be represented by units of interest (individually, a “Unit” or “Membership Unit” and collectively, the “Units” or “Membership Units”).  All Units shall carry equal rights, powers and duties.

(b)A Member’s interest in the Company shall be proportionate to the number of Units held by such Member relative to the total number of Units issued and outstanding by the Company.

SECTION 4.03.Voluntary Withdrawal of Member.  Upon sixty (60) days’ prior written notice to the Company, a Member may withdraw from the Company.  If a Member shall voluntarily withdraw from the Company, the Company shall pay to said withdrawing Member an

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amount equal to the Buy-Out Price.  The Buy-Out Price shall be paid in accordance with the terms of Sections 4.05 and 4.06.

SECTION 4.04.Death of Member.  In the event of and concurrently upon the death of a Member such Member’s Units shall be redeemed by the Company and in exchange the Company shall pay to the estate of the deceased Member a sum of money equal to the Buy-Out Price.  The Buy-Out Price will be paid in accordance with the terms of Sections 4.07 and 4.08.

SECTION 4.05.Buy-Out Price.  For purposes of this Operating Restated Agreement, Members who voluntarily withdraw pursuant to Section 4.05 or Members who have died shall be individually referred to as “Former Member” and collectively referred to as “Former Members”.  The Buy-Out Price to be paid to Former Members shall be the fair market value of a Member’s interest.  The fair market value shall be determined by agreement between the Former Member or, in the case of a Member’s death, the personal representative, executor or other appointed person who has the primary authority and duty to administer the Former Member’s estate whether such appointment was made by the Former Member via estate planning documents or by a probate court (the representative appointed by the Member or appointed by probate court shall be referred to herein as “Legal Representative”).  If the Former Member, or the Legal Representative, as the case may be, and the Company cannot agree on the fair market value of the Former Member’s Units within fourteen (14) days, the fair market value of such Units shall be determined by appraisal.  The Company and the Former Member, or Legal Representative, as the case may be, shall each choose one appraiser no later than ten (10) days after the 14-day timeframe has expired and the parties have failed to reach Restated Agreement, The two appraisers so chosen shall chose a third appraiser within ten (10) days.  Thereafter, but no later than thirty (30) days after selecting the third appraiser, all three appraisers shall meet and confer until at least two of the appraisers agree on an appraised value of the Former Member’s Units.  The decision of a majority of the appraisers as to the fair market value of such Membership Units shall be binding and may be enforced by legal proceedings.  The Former Member or his/her estate and the Company shall each compensate the appraiser appointed by him/her/it and the compensation of the third appraiser shall be borne equally by such parties.

SECTION 4.06.Payment Terms.

(a)Payment of the Buy-Out Price shall be made on the following terms (the “Payment Terms”), Any such payments will be made in twenty-four (24) equal consecutive monthly payments of principal together with interest which shall accumulate at the prime lending rate as published in the Wall Street Journal until fully and completely paid.  The first payment shall occur on the first day of the month following the month in which the fair market value has been determined in accordance with Section 4.07 (the “Initial Payment Date”).  Notwithstanding the foregoing payment schedule, in any calendar year the aggregate amount payable by the Company to Former Members shall not exceed fifty-five percent (55%) of the Company’s net profits, as.  defined in Section 6.04, in the immediately preceding fiscal year.  If, in any year, the Company is obligated to make payments to more than one Former Member, and the foregoing limitation applies, the amounts payable to all such Former Members (or their Legal Representatives)

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shall be reduced on a proportionate basis, in accordance with the amount due to such Former Members (or their Legal Representatives) in such year.

(b)The unpaid balance of the Buy-Out Price may be prepaid without penalty in full or in part at any time and from time to time.

(c)If the Former Member is indebted to the Company for any reason, such amounts shall be offset against the amounts payable to the Former Member, and if the Company has entered into any guarantee on his/her behalf, such guarantee shall be discharged before any payment is made to such Former Member.  Any amounts owing to the Company, in excess of the amounts owing to such Former Member, shall become immediately due and payable on demand.

SECTION 4.07.Waiver of Action for Partition.  Each Member irrevocably waives any right to maintain an action for partition with respect to the property of the Company.

ARTICLE V
CONTROL & MANAGEMENT

SECTION 5.01.Manager.  The management of the Company shall be vested in one Manager.  As of the date of the Restated Agreement, the Manager is Mission Care Services, LLC, which will have responsibility for managing the Company’s day-to-day affairs, and power and authority to execute all contracts on behalf of the Company except as may otherwise be provided for herein.  The Manager specifically identified in this Section 5.01 shall have the authority to take such action as described in Section 5.02.1 unilaterally and without seeking or obtaining approval by eighty percent (80%) of the then outstanding Units.  The Members agree this specific granting of authority is in the best interest of the Company because of the unique knowledge of the Company’s business which the Manager possesses.  Any and all successor Managers shall be required to obtain the approvals described in Section 5.02.

SECTION 5.02.Approval Rights.  Except as provided in Section 5.01, each Member will have Approval Rights.

1.The following actions require the approval of eighty percent (80%) of the then outstanding Units without regard to class:

a.amendment of the Restated Agreement;

b.acquisition of other business interests by the Company;

c.the issuance of any debt obligations or guarantees by the Company;

d.the lending of money by the Company;

e.decisions regarding the initiation, defense or settlement of litigation; and

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f.expenditure of Company assets to or for the benefit of any Member.

2.The following actions require the approval of One Hundred Percent (100%) of the Units:

a.any additional mandatory contributions;

b.a merger or consolidation with another person or entity;

c.sale or exchange of Company property except in the ordinary course of business or the concurrent sale of all Membership Units to a Member or non-Member; and

d.changes to the Articles of Organization of the Company.

SECTION 5.03.Reimbursement.  The Manager shall be entitled to reimbursement for all out-of-pocket expenses incurred by him in managing the Company.

SECTION 5.04.Resignation.  The Manager may resign from office at any time; provided, that such resignations shall be made in writing and shall become effective on the date specified in such writing or, if no date is specified, on the earliest date such writing is received by a majority of the Members.

SECTION 5.05.Removal.  The Manager may be removed by the affirmative vote of all of the then outstanding Units, without regard to class.  For purposes of this Section, any Units held by the Manager shall not be counted as outstanding.

SECTION 5.06.Vacancies.  Any vacancy created by the death, incapacity, resignation or removal of the Manager may be filled by the affirmative vote of the Members owning eighty percent (80%) majority of the Units,

ARTICLE VI
CAPITAL CONTRIBUTIONS AND ACCOUNTS

SECTION 6.01.Withdrawal of Capital Contributions.  No Member shall have the right to withdraw or receive any return of any Capital Contribution, and no Member shall be paid any interest thereon.

SECTION 6.02.Capital Accounts.  The Manager shall establish and maintain a capital account (a “Capital Account”) for each Member, computed in accordance with Section 704(b) of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations prescribed thereunder.

SECTION 6.03.Allocations with Respect to Tax Matters.  The Company’s net profits or losses shall be allocated to each Member and any Assignee (as defined in Section 9.02) in proportion to the Units held by such Member or Assignee.  “Net profits or losses” shall mean the income or loss of the Company as determined under the capital accounting rules of Treas.

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Reg. Section 1.704-1(b)(2)(iv) for purposes of adjusting Capital Account, including, without limitation, the provisions of paragraphs (b) and (g) of those regulations relating to the computation of items of income, gain, deductions and losses.

ARTICLE VII
DISTRIBUTIONS

SECTION 7.01.Distribution of Company Funds.  The Manager shall distribute available funds to each Member in proportion to the Units held by such Member.  During the period of time wherein the Initial Manager continues to serve, “available funds” shall mean any amount in excess of the Company’s gross receipts over the Company’s expenditures and which the Initial Manager, in his sole discretion, determines need not be retained by the Company.  During any period of time in which a successor Manager is serving the Company, “available funds” shall mean any amount in excess of the Company’s gross receipts over the Company’s expenditures and which the Manager determines need not he retained by the Company; provided, however, that the Company shall retain no more than those funds remaining after paying the Members: (1) the amount necessary to pay federal and state income taxes on the Company’s profits attributable to the Members at the then highest tax rate for individuals, and (2) ten percent (10%) of the net profit attributable to the Members.  The minimum distribution provided for in the foregoing sentence shall be made after the close of the Company’s fiscal year but before the 31st day of May following such fiscal year.

ARTICLE VIII
INDEMNIFICATION

SECTION 8.01.Indemnification of the Manager.  The Company shall, to the fullest extent not prohibited by applicable law, defend, indemnify, advance the costs and expenses of defense of, and hold harmless, the Manager and those individuals (the “Individuals”) granted authority to act on behalf of the Manager pursuant to resolutions adopted from time to time by the Manager against any costs or expenses (including attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, made or brought against the Manager or any Individual by reason of the fact that the Manager or such Individual is or was the Manager or is or was granted authority to act on behalf of the Manager, or by reason of any act or omission of the Manager or any Individual in such capacity; provided, however, that no Manager or any Individual shall be indemnified against any expenses, claims or liabilities arising out of the Manager’s or Individual’s conduct which was finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct.

ARTICLE IX
DISSOLUTION, WINDING UP AND TERMINATION

SECTION 9.01.Dissolution.  The Company shall dissolve as follows: (i) in the event of a bankruptcy; or (ii) by the affirmative vote of the Members owning at least eighty percent (80%) of the Units.

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SECTION 9.02.Winding Up.  Upon dissolution, the Manager shall (1) cease to carry on the business of the Company, except as may be necessary or appropriate for the winding up of such business; (ii) do all other acts required to liquidate the business and affairs of the Company; (iii) proceed to collect the Company’s assets; (iv) pay, satisfy or discharge its liabilities and obligations or make adequate provisions for the payment, satisfaction or discharge thereof; (v) convey and dispose of such of the Company’s assets which are not to be distributed in kind to the Members and any Assignees; and (vi) distribute the Company’s assets to its creditors and the Members in accordance with applicable provisions of the L.L.C. Act.

SECTION 9.03.Termination.  After all of the assets of the Company have been distributed in accordance with Section 9.02, the Manager shall cause the filing of the Company’s Article of Termination with the Missouri Secretary of State.

ARTICLE X
GENERAL PROVISIONS

SECTION 10.01.Governing Law.  This Restated Agreement shall be governed by and construed in accordance with Missouri law.

SECTION 10.02.Counterparts.  This Restated Agreement may be signed in any number of counterparts, each of which shall be deemed an original.

SECTION 10.03.Entire Restated Agreement.  This Restated Agreement constitutes the entire Restated Agreement between the parties and supersedes any prior oral or written understandings, Restated Agreements or representations by or between the parties.

SECTION 10.04.Incorporation of Schedule.  Schedule A identified in this Restated Agreement is incorporated into this Restated Agreement by this reference.

SECTION 10.05.Severability.  Each provision of this Restated Agreement is distinct and severable and if any such provision shall be held to be invalid, illegal or against public policy, the validity or the legality of the reminder of this Restated Agreement shall not be affected thereby.

SECTION 10.06.Notices and Consents.

(a)Except as otherwise provided in this Restated Agreement, (i) any notice to be given to a party shall be given in writing to such party by facsimile, personal delivery or registered or certified mail, return receipt requested; and (ii) any consent to be given by a Member or the Manager shall be given in writing to the Company at its principal place of business by facsimile, personal delivery Or registered or certified mail, return receipt requested.

(b)A notice or consent shall be effective as of the date received by a party or the Company in any manner provided in Section 10.06(a).

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SECTION 10.07.Successors and Assigns.  This Restated Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, successors, assigns an legal representatives.

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The sole Member has executed this Restated Agreement as of the date first written above.

MEMBER:
MISSION CARE SERVICES, LLC
By:	American Medical Response, Inc., its Manager
By:	/s/ William A. Sanger
	William A. Sanger, Chief Executive Officer

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Schedule A
Outstanding Membership Units ofMission Care Services, LLC

MEMBER	MEMBERSHIP UNITS
MISSION CARE SERVICES, LLC	100

EX-3.179

Exhibit 3.179

ARTICLES OF ORGANIZATION
OF
LPG AMBULANCE SERVICES, L.L.C.

1.The name of the limited liability company is: LPG AMBULANCE SERVICES, L.L.C.

2.The purpose(s) for which the limited liability company is organized:  To engage in the business of providing mobile medical and emergency medical transport services and emergency medical services to members of the community throughout metropolitan St. Louis and surrounding areas; and in connection therewith, to supply ambulance services, to supply the services of nurses, paramedics and other specialists, to contract with and employ nurses, paramedics and other specialists, to provide facilities, equipment, training, products and services incidental to such services, and to provide any related services routinely provided to nurses, paramedics and other specialists, and to engage in any other lawful business for which a limited liability company may be organized under sections 347.010 to 347.187 of the Revised Statutes of the State of Missouri.

3.The name and address of the limited liability company’s registered agent in Missouri is:  Donald C. Tiemeyer, 125 Wharf Street, Suite 25, Lake St. Louis, MO 63367.

4.The management of the limited liability company is vested in one or more Managers.

5.The duration of the limited liability company is perpetual.

6.Upon withdrawal of any member, the remaining member(s) have the right to continue the business and affairs of the limited liability company upon agreement of all remaining members.

7.The name and address of the organizer is as follows:  Donald C. Tiemeyer, 125 Wharf Street, Suite 25, Lake St. Louis, MO 63367.

8.For tax purposes, the limited liability company will be taxed as a partnership.

IN AFFIRMATION THEREOF, the facts stated above are true:

/s/ Donald C. Tiemeyer

Donald C. Tiemeyer, Organizer

Amendment of Articles of Organization

(Submit with filing fee of$25)

1.The current name of the limited liability company is:
LPG AMBULANCE SERVICES, L.L.C.

2.The effective date of this document is the date it is filed by the Secretary of State of Missouri, unless a future date is indicated, as follows:

(Date may not be more than 90 days after the filing date in this Office)

3.State date of occurrence that required this amendment: October 7, 2004

Month/Day/Year

4.The articles of organization are hereby amended as follows:

The name of the limited liability company shall be and hereby is:  Mission Care of Missouri, LLC

5.(Check if applicable) This amendment is required to be filed because:

omanagement of the limited liability company is vested in one or more managers where management had not been so previously vested.

omanagement of the limited liability company is no longer vested in one or more managers where management was previously so vested.

oa change in the name of the limited liability company.

oa change in the time set forth in the articles of organization for the limited liability company to dissolve.

6.This amendment is (check either or both):

xauthorized under the operating agreement

orequired to be filed under the provisions of RSMo Chapter 347

In affirmation thereof, the facts stated above are true:

(The undersigned understands that false statements made in this filing are subject to the penalties provided under Section 575.040, RSMo)

/s/ Bernard Squitieri	Bernard Squitieri	10/08/04
Authorized Signature	Printed Name	Date
Authorized Signature	Printed Name	Date
Authorized Signature	Printed Name	Date

Name and address to return filed document:

Name:                                                  

Address:                                               

City, State, and Zip Code:                   

Statement of Change of Registered Agent and/or Registered Office

By a Foreign or Domestic For Profit or Nonprofit Corporation or a Limited Liability Company

Instructions

1.This form is to be used by either a for profit or nonprofit corporation or a limited liability company to change either or both the name of its registered agent and/or the address of its existing registered agent.

2.There is a $10.00 fee for filing this statement.

3.P.O.  Box may only be used in conjunction with a physical street address.

4.Agent and address must be in the State of Missouri.

5.The corporation may not act as its own agent.

Charter No. LC0583327

(1)The name of the business entity is: Mission Care of Missouri, LLC

(2)The address, including street and number, of its present registered office (before change) is:

125 Wharf Street, Suite 25	Lake St.Louis, MO 63367
Address	City/State/Zip

(3)The address, including street and number, of its registered office is hereby changed to:

2500 Abbott Place		St. Louis, MO 63143
Address	(PO Box may only be used in conjunction with a physical street address)		City/State/Zip

(4)The name of its present registered agent (before change) is: Donald C.  Tiemeyer

(5)The name of the new registered agent is: Kevin J. Fairlie

Authorized signature of new registered agent must appear below:

(May attach separate originally executed written consent to this form in lieu of this signature)

(6)The address of its registered office and the address of the office of its registered agent, as changed, will be identical.

(7)The change was duly authorized by the business entity named above.

In Affirmation thereof, facts stated above are true and correct:
(The undersigned understands that false statements made in this filing are subject to the penalties provided under Section 575.040, RSMo)

/s/ Kevin J. Fairlie	Kevin J. Fairlie
Authorized signature of officer or, if applicable, chairman of the board	Printed Name
Secretary	11/21/06
Title	month/day/year

Name and address to return filed document:

Name:  Kevin Fairlie

Address:  2500 Abbott Place

City, State, and Zip Code:  St. Louis, MO  63143

Statement of Change of Registered Agent and/or Registered Office

By a Foreign or Domestic For Profit or Nonprofit Corporation or a Limited Liability Company

Instructions

1.This form is to be used by either a for profit or nonprofit corporation or a limited liability company to change either or both the name of its registered agent and/or the address of its existing registered agent.

2.There is a $10.00 fee for filing this statement.

3.P.O. Box may only be used in conjunction with a physical street address.

4.Agent and address must be in the State of Missouri.

5.The corporation may not act as its own agent.

Charter No. LC0583327

(1)The name of the business entity is: Mission Care of Missouri, LLC

(2)The address, including street and number, of its present registered office (before change) is:

2500 Abbott Place, St Louis, MO 63143
Address	City/State/Zip

(3)The address, including street and number, of its registered office is hereby changed to:

221 Bolivar Street, Jefferson City, MO 65101
Address	(PO Box may only be used in conjunction with a physical street address)	City/State/Zip

(4)The name of its present registered agent (before change) is:   Kevin J. Fairlie

(5)The name of the new registered agent is:   CSC – Lawyers Incorporating Service Company

Authorized signature of new registered agent must appear below:

/s/ Amy Gudgel	Amy Gudgel, Asst. Vice President
(May attach separate originally executed written consent to this form in lieu of this signature)

(6)The address of its registered office and the address of the office of its registered agent, as changed, will be identical.

(7)The change was duly authorized by the business entity named above.

In Affirmation thereof, facts stated above are true and correct:
(The undersigned understands that false statements made in this filing are subject to the penalties provided under Section 575.040, RSMo)

/s/ William A. Sanger	William A. Sanger
Authorized signature of officer or, if applicable, chairman of the board	Printed Name
CEO of AMR, Inc., Manager of Mission Care Services,	10/11/07
LLC as Manger of Mission Care of Missouri, LLC	month/day/year
Title

Name and address to return filed document:

Name: Illinois Corporation Service Company, Attn: Amy Gudgel

Address: 801 Stevenson Drive

City, State, and Zip Code: Springfield, IL 62703

EX-3.180

Exhibit 3.180

AMENDED AND RESTATED OPERATING AGREEMENT
FOR
MISSION CARE OF MISSOURI, LLC

This Amended and Restated Operating Agreement (the “Restated Agreement”) of MISSION CARE OF MISSOURI, LLC (the “Company”) is made as of December 1, 2005 and, by execution below, is adopted by the Manager of the sole Member, Mission Cares Services, LLC, a Missouri limited liability company (hereinafter referred to as “Member”).

RECITALS

WHEREAS, the Company previously adopted an operating agreement which no longer reflects the goals and intent of the current membership in relation to the conduct of the business and affairs of the Company;

WHEREAS, the sole Member and the Company, as a limited liability company in accordance with the provisions of the laws of the State of Missouri governing limited liability companies (the “L.L.C. Act”), desires to adopt this Restated Agreement in relation to the conduct of the business and affairs of the Company.

NOW, THEREFORE, in consideration of the foregoing and the covenants contained in this Restated Agreement, the Member agrees to operate the Company as follows:

ARTICLE I
REGISTERED AGENT OFFICES, NAME, REGISTERED AGENT

SECTION 1.01.Principal Office.  The principal office of the Company shall be located at 2500 Adie Road, Maryland Heights, Missouri or such other place within or without the State of Missouri as may be determined by the Company manager (“Manager”) from time to time.

SECTION 1.02.Name.  The name of the Company shall be as stated in the Articles of Organization, as amended from time to time.  As of the date of this Restated Agreement, the name is MISSION CARE OF MISSOURI, LLC.

SECTION 1.03.Registered Agent and Office.  The Company’s registered agent and registered office shall be as stated in the Articles of Incorporation, as amended from time to time.  As of the date of this Restated Agreement, the Company’s registered agent is Rodney L. Washburn and the registered office is 2500 Adie Road, Maryland Heights, Missouri 63043.

ARTICLE II
RECORDS

SECTION 2.01.Company Records.  The Manager shall maintain the following records:

(i)A current and a past list, setting forth the full name and last known mailing address of the Manager, each Initial Member and each additional Member (individually, an “Additional Member” and, together with the Initial Members, individually, a “Member” and collectively, the “Members”) set forth in alphabetical order and, with respect to each Member, the number of Units (as defined in Section 4.04) held by it, him or her;

(ii)A copy of the Articles of Organization and all articles of amendment thereto, together with any executed powers of attorney pursuant to which any articles of amendment have been executed;

(iii)Copies of the Company’s federal, state and local income tax returns and reports, if any, for the three most recent years or, if such returns and reports were not prepared for any reason, copies of the information and records provided to, or which should have been provided to, the Members to enable them to prepare their federal, state and local tax returns for such period;

(iv)A copy of this Restated Agreement, and all amendments hereto; and

(v)Copies of any financial statements of the Company for the six most recent fiscal years.

ARTICLE III
PURPOSES

SECTION 3.01.Purposes.  Subject to the Articles of Organization, as amended from time to time, the Company is organized to (i) conduct or promote any lawful businesses or purposes; and (ii) have and exercise all powers now or hereafter conferred on limited liability companies organized pursuant to the L.L.C. Act.

ARTICLE IV
MEMBERS AND UNITS

SECTION 4.01.Member.  As described in more detail on Schedule A attached hereto, the sole Member of the Company shall be Mission Cares Services, LLC

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unless and until such limited liability company transfers one or more membership units or the Company hereafter issues additional membership units.

SECTION 4.02.Units.

(a)Interests in the Company shall be represented by units of interest (individually, a “Unit” or “Membership Unit” and collectively, the “Units” or “Membership Units”).  All Units shall carry equal rights, powers and duties.

(b)A Member’s interest in the Company shall be proportionate to the number of Units held by such Member relative to the total number of Units issued and outstanding by the Company.

SECTION 4.03.Voluntary Withdrawal of Member.  Upon sixty (60) days’ prior written notice to the Company, a Member may withdraw from the Company.  If a Member shall voluntarily withdraw from the Company, the Company shall pay to said withdrawing Member an amount equal to the Buy-Out Price.  The Buy-Out Price shall be paid in accordance with the terms of Sections 4.05 and 4.06.

SECTION 4.04.Death of Member.  In the event of and concurrently upon the death of a Member such Member’s Units shall be redeemed by the Company and in exchange the Company shall pay to the estate of the deceased Member a sum of money equal to the Buy-Out Price.  The Buy-Out Price will be paid in accordance with the terms of Sections 4.07 and 4.08.

SECTION 4.05.Buy-Out Price.  For purposes of this Operating Restated Agreement, Members who voluntarily withdraw pursuant to Section 4.05 or Members who have died shall be individually referred to as “Former Member” and collectively referred to as “Former Members”.  The Buy-Out Price to be paid to Former Members shall be the fair market value of a Member’s interest.  The fair market value shall be determined by agreement between the Former Member or, in the case of a Member’s death, the personal representative, executor or other appointed person who has the primary authority and duty to administer the Former Member’s estate whether such appointment was made by the Former Member via estate planning documents or by a probate court (the representative appointed by the Member or appointed by probate court shall be referred to herein as “Legal Representative”).  If the Former Member, of the Legal Representative, as the case may be, and the Company cannot agree on the fair market value of the Former Member’s Units within fourteen (14) days, the fair market value of such Units shall be determined by appraisal.  The Company and the Former Member, or Legal Representative, as the case may be, shall each choose one appraiser no later than ten (10) days after the 14-day timeframe has expired and the parties have failed to reach Restated Agreement.  The two appraisers so chosen shall chose a third appraiser within ten (10) days.  Thereafter, but no later than thirty (30) days after selecting the third

3

appraiser, all three appraisers shall meet and confer until at least two of the appraisers agree on an appraised value of the Former Member’s Units.  The decision of a majority of the appraisers as to the fair market value of such Membership Units shall be binding and may be enforced by legal proceedings.  The Former Member or his/her estate and the Company shall each compensate the appraiser appointed by him/her/it and the compensation of the third appraiser shall be borne equally by such parties.

SECTION 4.06Payment Terms.

(a)Payment of the Buy-Out Price shall be made on the following terms (the “Payment Terms”).  Any such payments will be made in twenty-four (24) equal consecutive monthly payments of principal together with interest which shall accumulate at the prime lending rate as published in the Wall Street Journal until fully and completely paid.  The first payment shall occur on the first day of the month following the month in which the fair market value has been determined in accordance with Section 4.07 (the “Initial Payment Date”).  Notwithstanding the foregoing payment schedule, in any calendar year the aggregate amount payable by the Company to Former Members shall not exceed fifty-five percent (55%) of the Company’s net profits, as defined in Section 6,04, in the immediately preceding fiscal year.  If, in any year, the Company is obligated to make payments to more than one Former Member, and the foregoing limitation applies, the amounts payable to all such Former Members (or their Legal Representatives) shall be reduced on a proportionate basis, in accordance with the amount due to such Former Members (or their Legal Representatives) in such year.

(b)The unpaid balance of the Buy-Out Price may be prepaid without penalty in full or in part at any time and from time to time.

(c)If the Former Member is indebted to the Company for any reason, such amounts shall be offset against the amounts payable to the Former Member, and if the Company has entered into any guarantee on his/her behalf, such guarantee shall be discharged before any payment is made to such Former Member.  Any amounts owing to the Company, in excess of the amounts owing to such Former Member, shall become immediately due and payable on demand.

SECTION 4.07.Waiver of Action for Partition.  Each Member irrevocably waives any right to maintain an action for partition with respect to the property of the Company.

ARTICLE V
CONTROL & MANAGEMENT

SECTION 5.01.Manager.  The management of the Company shall be vested in one Manager.  The Company’s initial Manager is Marvin Wool (“Initial Manager”) who will have responsibility for managing the Company’s day-to-day affairs,

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and power and authority to execute all contracts on behalf of the Company except as may otherwise be provided for herein.  The Initial Manager identified in this Section and only such Initial Manager shall have the authority to take such action as described in Section 5.02.1 unilaterally and without seeking or obtaining approval by eighty percent (80%) of the then outstanding Units.  The Members agree this specific granting of authority is in the best interest of the Company because of the unique knowledge of the Company’s business and startup activities which the Initial Manager possesses.  Any and all successor Managers shall require any and all approval rights as described in Sections 5.02.

SECTION 5.02Approval Rights.  Except as provided in Section 5.01, each Member will have Approval Rights.

1.The following actions require the approval of eighty percent (80%) of the then outstanding Units without regard to class:

a.amendment of the Restated Agreement;

b.acquisition of other business interests by the Company;

c.the issuance of any debt obligations or guarantees by the Company;

d.the lending of money by the Company;

e.decisions regarding the initiation, defense or settlement of litigation; and

f.expenditure of Company assets to or for the benefit of any Member.

2.The following actions require the approval of One Hundred Percent (100%) of the Units:

a.any additional mandatory contributions;

b.a merger or consolidation with another person or entity;

c.sale or exchange of Company property except in the ordinary course of business or the concurrent sale of all Membership Units to a Member or non-Member; and

d.changes to the Articles of Organization of the Company.

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SECTION 5.03.Reimbursement.  The Manager shall be entitled to reimbursement for all out-of-pocket expenses incurred by him in managing the Company.

SECTION 5.04.Resignation.  The Manager may resign from office at any time; provided, that such resignations shall be made in writing and shall become effective on the date specified in such writing or, if no date is specified, on the earliest date such writing is received by a majority of the Members.

SECTION 5.05.Removal.  The Manager may be removed by the affirmative vote of all of the then outstanding Units, without regard to class.  For purposes of this Section, any Units held by the Manager shall not be counted as outstanding.

SECTION 5.06.Vacancies.  Any vacancy created by the death, incapacity, resignation or removal of the Manager may be filled by the affirmative vote of the Members owning eighty percent (80%) majority of the Units.

ARTICLE VI
CAPITAL CONTRIBUTIONS AND ACCOUNTS

SECTION 6.01.Withdrawal of Capital Contributions.  No Member shall have the right to withdraw or receive any return of any Capital Contribution, and no Member shall be paid any interest thereon.

SECTION 6.02.Capital Accounts.  The Manager shall establish and maintain a capital account (a “Capital Account”) for each Member, computed in accordance with Section 704(b) of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations prescribed thereunder.

SECTION 6.03.Allocations with Respect to Tax Matters.  The Company’s net profits or losses shall be allocated to each Member and any Assignee (as defined in Section 9.02) in proportion to the Units held by such Member or Assignee.  “Net profits or losses” shall mean the income or loss of the Company as determined under the capital accounting rules of Treas. Reg. Section 1.704-1(b)(2)(iv) for purposes of adjusting Capital Account, including, without limitation, the provisions of paragraphs (b) and (g) of those regulations relating to the computation of items of income, gain, deductions and losses.

ARTICLE VII
DISTRIBUTIONS

SECTION 701.Distribution of Company Funds.  The Manager shall distribute available funds to each Member in proportion to the Units held by such Member.  During the period of time wherein the Initial Manager continues to serve, “available funds” shall mean any amount in excess of the Company’s gross receipts over

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the Company’s expenditures and which the Initial Manager, in his sole discretion, determines need not be retained by the Company.  During any period of time in which a successor Manager is serving the Company, “available funds” shall mean any amount in excess of the Company’s gross receipts over the Company’s expenditures and which the Manager determines need not be retained by the Company; provided, however, that the Company shall retain no more than those funds remaining after paying the Members: (1) the amount necessary to pay federal and state income taxes on the Company’s profits attributable to the Members at the then highest tax rate for individuals, and (2) ten percent (10%) of the net profit attributable to the Members.  The minimum distribution provided for in the foregoing sentence shall be made after the close of the Company’s fiscal year but before the 31st day of May following such fiscal year.

ARTICLE VIII
INDEMNIFICATION

SECTION 8.01.Indemnification of the Manager.  The Company shall, to the fullest extent not prohibited by applicable law, defend, indemnify, advance the costs and expenses of defense of and hold harmless, the Manager against any costs or expenses (including attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, made or brought against the Manager by reason of the fact that the Manager is or was the Manager, or by reason of any act or omission of the Manager in such capacity; provided, however, that the Manager shall not be indemnified against any expenses, claims or liabilities arising out of the Manager’s conduct which was finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct.

ARTICLE IX
DISSOLUTION, WINDING UP AND TERMINATION

SECTION 9.01.Dissolution.  The Company shall dissolve as follows: (i) in the event of a bankruptcy; or (ii) by the affirmative vote of the Members owning at least eighty percent (80%) of the Units.

SECTION 9.02.Winding Up.  Upon dissolution, the Manager shall (i) cease to carry on the business of the Company, except as may be necessary or appropriate for the winding up of such business; (ii) do all other acts required to liquidate the business and affairs of the Company; (iii) proceed to collect the Company’s assets; (iv) pay, satisfy or discharge its liabilities and obligations or make adequate provisions for the payment, satisfaction or discharge thereof; (v) convey and dispose of such of the Company’s assets which are not to be distributed in kind to the Members and any Assignees; and (vi) distribute the Company’s assets to its creditors and the Members in accordance with applicable provisions of the L.L.C. Act.

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SECTION 9.03.Termination.  After all of the assets of the Company have been distributed in accordance with Section 9.02, the Manager shall cause the filing of the Company’s Article of Termination with the Missouri Secretary of State.

ARTICLE X
GENERAL PROVISIONS

SECTION 10.01.Governing Law.  This Restated Agreement shall be governed by and construed in accordance with Missouri law.

SECTION 10.02.Counterparts  This Restated Agreement may be signed in any number of counterparts, each of which shall be deemed an original.

SECTION 10.03.Entire Restated Agreement.  This Restated Agreement constitutes the entire Restated Agreement between the parties and supersedes any prior oral or written understandings, Restated Agreements or representations by or between the parties.

SECTION 10.04.Incorporation of Schedule.  Schedule A identified in this Restated Agreement is incorporated into this Restated Agreement by this reference.

SECTION 10.05.Severability.  Each provision of this Restated Agreement is distinct and severable and if any such provision shall be held to be invalid, illegal or against public policy, the validity or the legality of the reminder of this Restated Agreement shall not be affected thereby.

SECTION 10.06.Notices and Consents.

(a)Except as otherwise provided in this Restated Agreement, (i) any notice to be given to a party shall be given in writing to such party by facsimile, personal delivery or registered or certified mail, return receipt requested; and (ii) any consent to be given by a Member or the Manager shall be given in writing to the Company at its principal place of business by facsimile, personal delivery or registered or certified mail, return receipt requested.

(b)A notice or consent shall be effective as of the date received by a party or the Company in any manner provided in Section 10.06(a).

SECTION 10.07.Successors and Assigns.  This Restated Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, successors, assigns an legal representatives.

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The sole Member has executed this Restated Agreement as of the date first written above.

MEMBER:

MISSION CARES SERVICES, LLC

/s/ Marvin S. Wool

Marvin S. Wool, Manager

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Schedule A

Outstanding Membership Units of

Mission Cares Services, LLC

MEMBER	MEMBERSHIP UNITS
MISSION CARES SERVICES, LLC	100

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July 20, 2007

Mission Care of Missouri, LLC
2500 Abbott Place
St. Louis, MO  63143
Attn:  Member

Re: Resignation

Member of Mission Care of Missouri, LLC:

The undersigned hereby resigns from his position as Manager of Mission Care of Missouri, LLC, effective as of the date of this letter.

Sincerely,

/s/ Marvin S. Wool

Marvin Wool

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ACTION BY WRITTEN CONSENT

OF THE SOLE MEMBER OF

MISSION CARE OF MISSOURI, LLC

July 20, 2007

The undersigned, being the sole member of Mission Care of Missouri, LLC, a Missouri limited liability company (the “Company”), hereby waives all right and entitlement to notice of a special meeting of the member and takes the following action by written consent in lieu of meeting, pursuant to Section 347.083 of the Missouri Limited Liability Company Act, and hereby consents to, approves and adopts the following resolutions:

APPOINTMENT OF MANAGER

RESOLVED, that effective as of the date hereof, the following limited liability company be and hereby is, appointed as the manager of the Company to serve until its respective successor is duly elected and qualified:

Mission Care Services, LLC, a Missouri limited liability company

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]

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IN WITNESS WHEREOF, the undersigned has signed this Action by Written Consent as of the date first written above and directs that it be placed with the minutes of the proceedings of the members.

SOLE MEMBER
MISSION CARE SERVICES, LLC
By:	American Medical Response, Inc.,
	its manager
	By:	/s/ William Sanger
		William A. Sanger,
		Chief Executive Officer

[Signature Page-Consent of Member of Mission Care of Illinois]

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EX-3.181

Exhibit 3.181

Articles of Organization
(Submit with filing fee of $105)

1.	The name of the limited liability company is:
	GSW HOLDINGS, LLC
	(Must include “Limited Liability Company,” “Limited Company” “LC,” “L.C.,” “L.L.C.,” or “LLC”)
2.	The purpose(s) for which the limited liability company is organized:  Acquisition and management of companies owning real and personal property and all lawful purposes of a limited liability company whether related thereto or not.
3.	The name and address of the limited liability company’s registered agent in Missouri is:
	Rodney Washburn		2500 Adie Road		Maryland Heights, Missouri 63043
	Name		Street Address: May not use P.O. Box unless street address also provided		City/State/Zip
4.	The management of the limited liability company is vested in:			x managers		o members	(check one)
5.	The events, if any, on which the limited liability company is to dissolve or the number of years the limited liability company is to continue, which may be any number or perpetual: perpetual existence
	(The answer to this question could cause possible tax consequences, you may wish to consult with your attorney or accountant)
6.	The name(s) and street address(es) of each organizer (P.O. Box may only be used in addition to a physical street address):
	Rodney L. Washburn 2500 Adie Road Maryland Heights, Mo 63043
7.	The effective date of this document is the date it is filed by the Secretary of State of Missouri, unless you indicate a future
	date, as follows:
		(Date may not be more than 90 days after the filing date in this office)

In Affirmation thereof, the facts stated above are true and correct: (The undersigned understands that any statements made in this filing are subject to the penalties provided under Section 575.040, RSMo)
/s/ Rodney Washburn	Rodney Washburn	9-16-04
Organizer Signature	Printed Name	Date
Organizer Signature	Printed Name	Date
Organizer Signature	Printed Name	Date
Name and address to return filed document:
Name:
Address:
City, State, and Zip Code:

Amendment of Articles of Organization
(Submit with filing fee of $25)

1.	The name of the limited liability company is:
	GSW HOLDINGS, LLC
2.	The effective date of this document is the date it is filed by the Secretary of State of Missouri, unless a future date is indicated as follows:
	(Date may not be more than 90 days after the filing date in this Office)
3.	State date of occurrence that required this amendment:		January 3, 2006
			Month/Day/Year
4.	The articles of organization are hereby amended as follows:
	Article 1 is amended to read: “The name of the limited liability company is: Mission Care Services, LLC”
5.	(Cheek if applicable) This amendment is required to be filed because:
o	management of the limited liability company is vested in one or more managers where management had not been so previously vested.
o	management of the limited liability company is no longer vested in one or more managers where management was previously so vested.
x	a change in the name of the limited liability company.
o	a change in the time set forth in the articles of organization for the limited liability company to dissolve.
6.	This amendment is (check either or both):
x	authorized under the operating agreement
o	required to be tiled under the provisions of’ RSMo Chapter 347
In affirmation thereof, the facts stated above are true: (The undersigned understands that false statements made in this filing are subject to the penalties provided under Section 575.040, RSMo)
Organizer Signature		Printed Name		Date
Organizer Signature		Printed Name		Date
Organizer Signature		Printed Name		Date
Name and address to return filed document:
Name:  Rodney Washburn
Address:  2500 Adie Road
City, State, and Zip Code:  Maryland Heights, MO  63143

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Statement of Change of Registered Agent and/or Registered Office
By a Foreign or Domestic For Profit or Nonprofit Corporation or a Limited Liability Company

Instructions

1.	This form is to be used by either a for profit or nonprofit corporation or a limited liability company to change either or both the name of its registered agent and/or the address of its existing registered agent.
2.	There is a $10.00 fee for filing this statement.
3.	P.O. Box may only be used in conjunction with a physical street address.
4.	Agent and address must be in the State of Missouri.
5.	The corporation may not act as its own agent.
						Charter No. LC0610743
(1)	The name of the business entity is: MISSION CARE SERVICES, LLC
(2)	The address, including street and number, of its present registered office (before change) is:
	2500 Adie Road, Maryland Heights, MO 63043
	Address			City/State/Zip
(3)	The address, including street and number, of its registered office is hereby-changed to:
	221 Bolivar Street, Jefferson City, MO 65101
	Address		(P.O.  Box may only be used in conjunction with a physical street address) City/State/Zip
(4)	The name of its present registered agent (before change) is: Rodney L. Washburn
(5)	The name of the new registered agent is: CSC - Lawyers Incorporating Service Company
	Authorized signature of a registered agent must appear below:
	/s/ Michelle R. Vannoy
	(May attach separate originally executed written       to the form in lieu of this signature)
	Michelle R. Vannoy, Asst. VP
	(6)	The address of its registered office and the address of the office of its registered agent, as changed, will be identical.
	(7)	The change was duly authorized by the business entity named above.
In Affirmation thereof, the facts stated above are true and correct: (The undersigned understands that false statements made in this filing are subject to the penalties provided under Section 575.0450, RSMo)
	/s/ Todd Zimmerman				TODD ZIMMERMAN
	Authorized signature of officer or if applicable, chairman of the board				Printed name
	Secretary & EVP				9/18/08
	Title				month/day/year
Name and address to return filed document:
Name:  Corporation Service Company
Address:  2711 Centerville Road, Suite 400
City, State, and Zip Code:  Wilmington, DE  19808

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EX-3.182

Exhibit 3.182

AMENDED AND RESTATED OPERATING AGREEMENT
FOR
MISSION CARE SERVICES, LLC

This Amended and Restated Operating Agreement (the “Restated Agreement”) of MISSION CARE SERVICES, LLC (f/k/a GSW Holdings, LLC) (the “Company”) is made as of February 9, 2007 among WOOLFAM II, LLC, MATT MCCORMICK, and RODNEY WASHBURN (individually, a “Member” and collectively, the “Members”).

RECITALS

WHEREAS, the Company previously adopted an operating agreement which no longer reflects the goals and intent of the current membership in relations to the conduct of the business and affairs of the Company;

WHEREAS, the current Members and the Company, as a limited liability company in accordance with the provisions of the laws of the State of Missouri governing limited liability companies (the “L.L.C. Act”), desire to adopt this Restated Agreement in relation to the conduct of the business and affairs of the Company.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants contained in this Restated Agreement, the Members agree as follows:

ARTICLE I
REGISTERED AGENT OFFICES, NAME, REGISTERED AGENT

SECTION 1.01.Principal Office.  The principal office of the Company shall be located at 2500 Adie Road, Maryland Heights, Missouri or such other place within or without the State of Missouri as may be determined by the Company manager (“Manager”) from time to time.

SECTION 1.02.Name.  The name of the Company shall be as stated in the Articles of Organization, as amended from time to time.  As of the date of this Restated Agreement, the name is MISSION CARES SERVICES, LLC.

SECTION 1.03.Registered Agent and Office.  The Company’s registered agent and registered office shall be as stated in the Articles of Incorporation, as amended from time to time, As of the date of this Restated Agreement, the Company’s registered agent is Rodney L. Washburn and the registered office is 2500 Adie Road, Maryland Heights, Missouri 63043.

ARTICLE II
RECORDS

SECTION 2.01.Company Records.  The Manager shall maintain the following records; which shall be made available for inspection by any member upon request:

(i)A current and a past list, setting forth the full name and last known mailing address of the Manager, each Initial Member and each additional Member (individually, an “Additional Member” and, together with the Initial Members, individually, a “Member” and collectively, the “Members”) set forth in alphabetical order and, with respect to each Member, the number of Units (as defined in Section 4.04) held by him or her;

(ii)A copy of the Articles of Organization and all articles of amendment thereto, together with any executed powers of attorney pursuant to which any articles of amendment have been executed;

(iii)Copies of the Company’s federal, state and local income tax returns and reports, if any, for the three most recent years or, if such returns and reports were not prepared for any reason, copies of the information and records provided to, or which should have been provided to, the Members to enable them to prepare their federal, state and local tax returns for such period;

(iv)A copy of this Restated Agreement, and all amendments hereto; and

(v)Copies of any financial statements of the Company for the three most recent fiscal years.

ARTICLE III
PURPOSES

SECTION 3.01.Purposes.  Subject to the Articles of Organization, as amended from time to time, the Company is organized to (i) conduct or promote any lawful businesses or purposes; and (ii) have and exercise all powers now or hereafter conferred on limited liability companies organized pursuant to the L.L.C. Act.

ARTICLE IV
MEMBERS AND UNITS

SECTION 4.01.Members.  The names of the current Members of the Company are listed on the attached Schedule A.

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SECTION 4.02.Restrictions on Disposition of Units.  The parties have agreed that it is not desirable that any of the Units be sold or transferred because the Members desire to provide for the continuity of membership and management of the Company.  The parties desire to ensure that no stranger becomes a Member or the holder of any Unit.  The parties believe it is in the best interest of the Company and the Members to restrict the disposition of Units and prohibit the sale or disposition of such Units to any person(s), company or entity; provided, however, that Units may be redeemed for fair market value by the Company as provided herein.  Any attempted sale or disposition of any Unit, or any part thereof, shall be, and is hereby declared, null and void ab initio.  The Members agree that the foregoing transfer restriction is intended to permit the harmonious operation of the Company’s business, is reasonable in view of the Company’s purpose and the relationship of the Members, and may be specifically enforced by the Company and each Member.

SECTION 4.03.Permitted Transfer of Units.  Notwithstanding anything to the contrary contained in this Restated Agreement, Units may be sold or otherwise transferred in connection with the sale of all Units held by all Members provided that such a sale shall only occur if 100% of the Members have approved the concurrent sale of all Membership Units as identified in Section 5.02.2(c).

SECTION 4.04.Units.

(a)Interests in the Company shall be represented by of units of interest (individually, a “Unit” or “Membership Unit” and collectively, the “Units” or “Membership Units”).  All Units shall carry equal rights, powers and duties.

(b)A Member’s interest in the Company shall be proportionate to the number of Units held by such Member relative to the total number of Units issued and outstanding by the Company.

SECTION 4.05.Voluntary Withdrawal of Member.  Upon sixty (60) days’ prior written notice to the Company, a Member may withdraw from the Company.  If a Member shall voluntarily withdraw from the Company, the Company shall pay to said withdrawing Member an amount equal to the Buy-Out Price.  The Buy-Out Price shall be paid in accordance with the terms of Sections 4.07 and 4.08.

SECTION 4.06.Death of Member.  In the event of and concurrently upon the death of a Member such Member’s Units shall be redeemed by the Company and in exchange the Company shall pay to the estate of the deceased Member a sum of money equal to the Buy-Out Price.  The Buy-Out Price will be paid in accordance with the terms of Sections 4.07 and 4.08.

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SECTION 4.07.Buy-Out Price.  For purposes of this Operating Restated Agreement, Members who voluntarily withdraw pursuant to Section 4.05 or Members who have died shall be individually referred to as “Former Member” and collectively referred to as “Former Members”.  The Buy-Out Price to be paid to Former Members shall be the fair market value of a Member’s interest.  The fair market value shall be determined by agreement between the Former Member or, in the case of a Member’s death, the personal representative, executor or other appointed person who has the primary authority and duty to administer the Former Member’s estate whether such appointment was made by the Former Member via estate planning documents or by a probate court (the representative appointed by the Member or appointed by probate court shall be referred to herein as “Legal Representative”).  If the Former Member, or the Legal Representative, as the case may be, and the Company cannot agree on the fair market value of the Former Member’s Units within fourteen (14) days, the fair market value of such Units shall be determined by appraisal.  The Company and the Former Member, or Legal Representative, as the case may be, shall each choose one appraiser no later than ten (10) days after the 14-day timeframe has expired and the parties have failed to reach Restated Agreement.  The two appraisers so chosen shall chose a third appraiser within ten (10) days.  Thereafter, but no later than thirty (30) days after selecting the third appraiser, all three appraisers shall meet and confer until at least two of the appraisers agree on an appraised value of the Former Member’s Units.  The decision of a majority of the appraisers as to the fair market value of such Membership Units shall be binding and may be enforced by legal proceedings.  The Former Member or his/her estate and the Company shall each compensate the appraiser appointed by him/her/it and the compensation of the third appraiser shall be borne equally by such parties.

SECTION 4.08.Payment Terms.

(a)Payment of the Buy-Out Price shall be made on the following terms (the “Payment Terms”).  Any such payments will be made in twenty-four (24) equal consecutive monthly payments of principal together with interest which shall accumulate at the prime lending rate as published in the Wall Street Journal until fully and completely paid.  The first payment shall occur on the first day of the month following the month in which the fair market value has been determined in accordance with Section 4.07 (the “Initial Payment Date”).  Notwithstanding the foregoing payment schedule, in any calendar year the aggregate amount payable by the Company to Former Members shall not exceed fifty-five percent (55%) of the Company’s net profits, as defined in Section 6.04, in the immediately preceding fiscal year.  If, in any year, the Company is obligated to make payments to more than one Former Member, and the foregoing limitation applies, the amounts payable to all such Former Members (or their Legal Representatives) shall be reduced on a proportionate basis, in accordance

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with the amount due to such Former Members (or their Legal Representatives) in such year.

(b)The unpaid balance of the Buy-Out Price may be prepaid without penalty in full or in part at any time and from time to time.

(c)If the Former Member is indebted to the Company for any reason, such amounts shall be offset against the amounts payable to the Former Member, and if the Company has entered into any guarantee on his/her behalf, such guarantee shall be discharged before any payment is made to such Former Member.  Any amounts owing to the Company, in excess of the amounts owing to such Former Member, shall become immediately due and payable on demand.

SECTION 4.0.Waiver of Action for Partition.  Each Member irrevocably waives any right to maintain an action for partition with respect to the property of the Company.

ARTICLE V
CONTROL & MANAGEMENT

SECTION 5.01.Manager.  The management of the Company shall be vested in one Manager.  The Company’s initial Manager is Marvin Wool (“Initial Manager”) who will have responsibility for managing the Company’s day-to-day affairs, and power and authority to execute all contracts on behalf of the Company except as may otherwise be provided for herein.  The Initial Manager identified in this Section and only such Initial Manager shall have the authority to take such action as described in Section 5.02.1 unilaterally and without seeking or obtaining approval by eighty percent (80%) of the then outstanding Units.  The Members agree this specific granting of authority is in the best interest of the Company because of the unique knowledge of the Company’s business and startup activities which the Initial Manager possesses.  Any and all, successor Managers shall require any and all approval rights as described in Sections 5.02.

SECTION 5.02.Approval Rights.  Except as provided in Section 5.01, each Member will have Approval Rights.

1.The following actions require the approval of eighty percent (80%) of the then outstanding Units without regard to class:

a.amendment of the Restated Agreement;

b.acquisition of other business interests by the Company;

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c.the issuance of any debt obligations or guarantees by the Company;

d.the lending of money by the Company;

e.decisions regarding the initiation, defense or settlement of litigation; and

f.expenditure of Company assets to or for the benefit of any Member.

2.The following actions require the approval of One Hundred Percent (100%) of the Units:

a.any additional mandatory contributions;

b.a merger or consolidation with another person or entity;

c.sale or exchange of Company property except in the ordinary course of business or the concurrent sale of all Membership Units to a Member or non-Member; and

d.changes to the Articles of Organization of the Company.

SECTION 5.03.Reimbursement.  The Manager shall be entitled to reimbursement for all out-of-pocket expenses incurred by him in managing the Company.

SECTION 5.04.Resignation.  The Manager may resign from office at any time; provided, that such resignations shall be made in writing and shall become effective on the date specified in such writing or, if no date is specified, on the earliest date such writing is received by a majority of the Members.

SECTION 5.05.Removal.  The Manager may be removed by the affirmative vote of all of the then outstanding Units, without regard to class.  For purposes of this Section, any Units held by the Manager shall not be counted as outstanding,

SECTION 5.06.Vacancies.  Any vacancy created by the death, incapacity, resignation or removal of the Manager may be filled by the affirmative vote of the Members owning eighty percent (80%) majority of the Units.

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ARTICLE VI
CAPITAL CONTRIBUTIONS AND ACCOUNTS

SECTION 6.01.Withdrawal of Capital Contributions.  No Member shall have the right to withdraw or receive any return of any Capital Contribution, and no Member shall be paid any interest thereon.

SECTION 6.02.Capital Accounts.  The Manager shall establish and maintain a capital account (a “Capital Account”) for each Member, computed in accordance with Section 704(b) of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations prescribed thereunder.

SECTION 6.03.Allocations with Respect to Tax Matters.  The Company’s net profits or losses shall be allocated to each Member and any Assignee (as defined in Section 9.02) in proportion to the Units held by such Member or Assignee.  “Net profits or losses” shall mean the income or loss of the Company as determined under the capital accounting rules of Treas. Reg, Section 1.704-1(b)(2)(iv) for purposes of adjusting Capital Account, including, without limitation, the provisions of paragraphs (b) and (g) of those regulations relating to the computation of items of income, gain, deductions and losses.

ARTICLE VII
DISTRIBUTIONS

SECTION 7.01.Distribution of Company Funds.  The Manager shall distribute available funds to each Member in proportion to the Units held by such Member.  During the period of time wherein the Initial Manager continues to serve, “available funds” shall mean any amount in excess of the Company’s gross receipts over the Company’s expenditures and which the Initial Manager, in his sole discretion, determines need not be retained by the Company.  During any period of time in which a successor Manager is serving the Company, “available funds” shall mean any amount in excess of the Company’s gross receipts over the Company’s expenditures and which the Manager determines need not be retained by the Company; provided, however, that the Company shall retain no more than those funds remaining after paying the Members: (1) the amount necessary to pay federal and state income taxes on the Company’s profits attributable to the Members at the then highest tax rate for individuals, and (2) ten percent (10%) of the net profit attributable to the Members.  The minimum distribution provided for in the foregoing sentence shall be made after the close of the Company’s fiscal year but before the 31st day of May following such fiscal year.

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ARTICLE VIII
INDEMNIFICATION

SECTION 8.01.Indemnification of the Manager.  The Company shall, to the fullest extent not prohibited by applicable law, defend, indemnify, advance the costs and expenses of defense of, and hold harmless, the Manager against any costs or expenses (including attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, made or brought against the Manager by reason of the fact that the Manager is or was the Manager, or by reason of any act or omission of the Manager in such capacity; provided, however, that the Manager shall not be indemnified against any expenses, claims or liabilities arising out of the Manager’s conduct which was finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct.

ARTICLE IX
DISSOLUTION, WINDING UP AND TERMINATION

SECTION 9.01.Dissolution.  The Company shall dissolve as follows: (i) in the event of a bankruptcy; or (ii) by the affirmative vote of the Members owning at least eighty percent (80%) of the Units.

SECTION 9.02.Winding Up.  Upon dissolution, the Manager shall (i) cease to carry on the business of the Company, except as may be necessary or appropriate for the winding up of such business; (ii) do all other acts required to liquidate the business and affairs of the Company; (iii) proceed to collect the Company’s assets; (iv) pay, satisfy or discharge its liabilities and obligations or make adequate provisions for the payment, satisfaction or discharge thereof; (v) convey and dispose of such of the Company’s assets which are not to be distributed in kind to the Members and any Assignees; and (vi) distribute the Company’s assets to its creditors and the Members in accordance with applicable provisions of the L.L.C. Act.

SECTION 9.03.Termination.  After all of the assets of the Company have been distributed in accordance with Section 9.02, the Manager shall cause the filing of the Company’s Article of Termination with the Missouri Secretary of State.

ARTICLE X
GENERAL PROVISIONS

SECTION 10.01.Governing Law.  This Restated Agreement shall be governed by and construed in accordance with Missouri law.

SECTION 10.02.Counterparts.  This Restated Agreement may be signed in any number of counterparts, each of which shall be deemed an original.

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SECTION 10.03.Entire Restated Agreement.  This Restated Agreement constitutes the entire Restated Agreement between the parties and supersedes any prior oral or written understandings, Restated Agreements or representations by or between the parties.

SECTION 10.04.Incorporation of Schedule.  Schedule A identified in this Restated Agreement is incorporated into this Restated Agreement by this reference.

SECTION 10.05.Severability.  Each provision of this Restated Agreement is distinct and severable and if any such provision shall be held to be invalid, illegal or against public policy, the validity or the legality of the reminder of this Restated Agreement shall not be affected thereby.

SECTION 10.06.  Notices and Consents.

(a)Except as otherwise provided in this Restated Agreement, (i) any notice to be given to a party shall be given in writing to such party by facsimile, personal delivery or registered or certified mail, return receipt requested; and (ii) any consent to be given by a Member or the Manager shall be given in writing to the Company at its principal place of business by facsimile, personal delivery or registered or certified mail, return receipt requested.

(b)A notice or consent shall be effective as of the date received by a party or the Company in any manner provided in Section 10.06(a).

SECTION 10.07.Successors and Assigns.  This Restated Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, successors, assigns an legal representatives.

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The parties have executed this Restated Agreement as of the date first written above.

MEMBER:

WOOLFAM II, LLC

/s/ Marvin S. Wool

Marvin S. Wool, Manager

MEMBER:

/s/ Matthew McCormick

Matthew McCormick

MEMBER:

/s/ Rodney L. Washburn

Rodney L. Washburn

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Schedule A

Outstanding Membership Units of

Mission Cares Services, LLC

MEMBER	MEMBERSHIP UNITS
WOOLFAM II, LLC	38
Matthew McCormick	1
Rodney L. Washburn	1

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ACTION BY WRITTEN CONSENT

OF THE SOLE MEMBER OF

MISSION CARE SERVICES, LLC

July 20, 2007

The undersigned, being the sole member of Mission Care Services, LLC, a Missouri limited liability company (the “Company”), hereby waives all right and entitlement to notice of a special meeting of the member and takes the following action by written consent in lieu of meeting, pursuant to Section 347.083 of the Missouri Limited Liability Company Act, and hereby consents to, approves and adopts the following resolutions:

APPOINTMENT OF MANAGER

RESOLVED, that effective as of the date hereof, the following corporation be and hereby is, appointed as the manager of the Company to serve until its respective successor is duly elected and qualified:

American Medical Response, Inc., a Delaware corporation

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]

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IN WITNESS WHEREOF, the undersigned has signed this Action by Written Consent as of the date first written above and directs that it be placed with the minutes of the proceedings of the members.

SOLE MEMBER
AMERICAN MEDICAL RESPONSE, INC.
By:	/s/ William A. Sanger
	William A. Sanger,
	Chief Executive Officer

[Signature Page-Consent of Member of Mission Care of Illinois]

EX-3.183

Exhibit 3.183

CERTIFICATE OF INCORPORATION

of

AMERICAN/MMAS ACQUISITION, INC.

1. The name of this corporation is American/MMAS Acquisition, Inc.

2. The registered office of this corporation in the State of Delaware is located at 1013 Centre Road, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is Corporation Service Company.

3. The purpose of this corporation is to engage in any lawful act or activity for which corporations say be organized under the General Corporation Law of the State of Delaware.

4. The total number of shares of stock that this corporation shall have authority to issue is 3,000 shares of Common Stock, $.01 par value per share. Each share of Common Stock shall be entitled to one vote.

5. The name and mailing address of the incorporator is: Keith F. Higgins, One International Place, Boston, MA 02110.

6. Except as provided to the contrary in the provisions establishing a class or series of stock, the amount of the authorized stock of this corporation of any class or classes may be increased or decreased by the affirmative vote of the holders of a majority of the stock of this corporation entitled to vote.

7. The election of directors need not be by ballot unless the by-laws shall so require.

8. In furtherance and not in limitation of the power conferred upon the board of directors by law, the board of directors shall have power to make, adopt, alter, amend and repeal from time to time by-laws of this corporation, subject to the right of the stockholders entitled to vote with respect thereto to alter and repeal by-laws made by the board of directors.

9. A director of this corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent that exculpation from liability is not permitted under the General Corporation Law of the State of Delaware as in effect at the time such liability is determined. No amendment or repeal of this paragraph 9 shall apply to or have any effect on the liability or alleged liability of any director of the corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

10. This corporation shall, to the maximum extent permitted from time to time under the law of the State of Delaware, indemnify and upon request shall advance expenses to any

person who is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit, proceeding or claim, whether civil, criminal, administrative or investigative, by reason of the fact that such parson is or was or has agreed to be a director or officer of this corporation or while a director or officer is or was serving at the request of this corporation as a director, officer, partner, trustee, employee or agent of any corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against expenses (including attorney’s fees and expanses), judgments, fines, penalties and amounts paid in settlement incurred in connection with the investigation, preparation to defend or defense of such action, suit, proceeding or claim; provided, however, that the foregoing shall not require this corporation to indemnify or advance expenses to any person in connection with any action, suit, proceeding, claim or counterclaim initiated by or on behalf of such person. Such indemnification shall not be exclusive of other indemnification rights arising under any by-law, agreement, vote of directors or stockholders or otherwise and shall inure to the benefit of the heirs and legal representatives of such person. Any person seeking indemnification under this paragraph 10 shall be deemed to have met the standard of conduct required for such indemnification unless the contrary shall be established. Any repeal or modification of the foregoing provisions of this paragraph 10 shall not adversely affect any right or protection of a director or officer of this corporation with respect to any acts or omissions of such director or officer occurring prior to such repeal or modification.

11. The books of this corporation may (subject to any statutory requirements) be kept outside the State of Delaware as may be designated by the board of directors or in the by-laws of this corporation.

12. If at any time this corporation shall have a class of stock registered pursuant to the provisions of the Securities Exchange Act of 1934, for so long as such class is so registered, any action by the stockholders of such class must be taken at an annual or special meeting of stockholders and may not be taken by written consent,

THE UNDERSIGNED, the sole incorporator named above, hereby certifies that the facts stated above are true as of this 28th day of October, 1992.

/s/ Keith F. Higgins

Keith F. Higgins, Incorporator

CERTIFICATE OF MERGER

OF

MOBILE MEDIC AMBULANCE SERVICE, INC.

INTO

AMERICAN/MMAS ACQUISITION, INC.

The undersigned corporations do hereby certify:

FIRST: That the name and state of incorporation of each of the constituent corporations of the merger are as follows:

NAME	STATE OF INCORPORATION
Mobile Medic Ambulance Service, Inc.	Mississippi
American/MMAS Acquisition, Inc.	Delaware

SECOND: That an Agreement and Plan of Reorganization between the parties to the merger has bean approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the requirements of Section 252 of the General Corporation Law of Delaware.

THIRD: That the name of the surviving corporation of the merger is AMERICAN/MMAS ACQUISITION, INC., which shall herewith be changed to MOBILE MEDIC AMBULANCE SERVICE, INC., a Delaware corporation.

FOURTH: The Certificate of Incorporation of AMERICAN/MMAS ACQUISITION, INC., a Delaware Corporation, shall be the Certificate of Incorporation of the surviving corporation except that ARTICLE FIRST shall be amended to read as follows:

FIRST: The name of this corporation shall be:

MOBILE MEDIC AMBULANCE SERVICE, INC.

FIFTH: That the executed Agreement and Plan of Reorganization is on file at the principal place of business of the surviving corporation, the address of which is 67 Batterymarch Street, Suite 300, Boston, Massachusetts 02110.

SIXTH: That a copy of the Agreement and Plan of Reorganization will be famished on request and without cost, to any stockholder of either constituent corporation.

SEVENTH: That the authorized capital stock of the foreign corporation which is a party to the merger is as follows:

			Par Value
Corporation	Class	Shares	Per Share
Mobile Medic Ambulance Service, Inc.	Common	5,000	$	1.00

Dated: November 3, 1992.

MOBILE MEDIC AMBULANCE SERVICE, INC.		AMERICAN/MMAS ACQUISITION, INC.
By:	/s/ John K. Rester	By:	/s/ Dominic J. Puopolo
	John K. Rester, President	Title:  President
ATTEST:		ATTEST:
By:	/s/ X	By:	/s/ X
Title: Assistant Secretary		Title: Secretary

CERTIFICATE OF CHANGE OF REGISTERED AGENT

AND

REGISTERED OFFICE

* * * * *

Mobile Medic. Ambulance Service, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

The present registered agent of the corporation is Corporation Service Company and the present registered office of the corporation is in the county of New Castle

The Board of Directors of Mobile Medic Ambulance Service, Inc. adopted the following resolution on the 1st day of September, 1996.

Resolved, that the registered office of Mobile Medic Ambulance Service, Inc.

in the state of Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, and the authorization of the present registered agent of this corporation be and the same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby constituted and appointed the registered agent of this corporation at the address of its registered office.

IN WITNESS WHEREOF, Mobile Medic Ambulance Service, Inc. has caused this statement to be signed by William George, its Vice President*, this 1st day of September, 1996.

/s/ William George

William George, Vice President

(Title)

*    Any authorized officer or the chairman or Vice-Chairman of the Board of Directors may execute this certificate.

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

AND OF REGISTERED AGENT

OF

MOBILE MEDIC AMBULANCE SERVICE, INC.

It is hereby certified that:

1.The name of the corporation (hereinafter called the “corporation”) is:

MOBILE MEDIC AMBULANCE SERVICE, INC.

2.The registered office of the corporation within the State of Delaware is hereby changed to 2711 Centerville Road, Suite 400, City of Wilmington 19808, County of New Castle.

3.The registered agent of the corporation within the State of Delaware is hereby changed to Corporation Service Company, the business office of which is identical with the registered office of the corporation as hereby changed.

4.The corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on February 10, 2006

/s/ Randy Owen
Name:	Randy Owen
Title:	Chief Financial Officer & VP

EX-3.184

Exhibit 3.184

BY-LAWS

OF

THE SUBSIDIARIES OF

AMERICAN MEDICAL RESPONSE, INC.

Section 1. LAW, CERTIFICATE OF INCORPORATION

AND BY-LAWS

1.1. These by-laws are subject to the certificate of incorporation of the corporation. In these by-laws, references to law, the certificate of incorporation and by-laws mean the law, the provisions of the certificate of incorporation and the by-laws as from time to time in effect.

Section 2. STOCKHOLDERS

2.1. Annual Meeting. The annual meeting of stockholders shall be held at 10:00 am on the second Tuesday in May in each year, unless that day be a legal holiday at the place where the meeting is to be held, in which case the meeting shall be held at the same hour on the next succeeding day not a legal holiday, or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect a board of directors and transact such other business as may be required by law or these by-laws or as may properly come before the meeting.

2.2. Special Meetings. A special meeting of the stockholders may be called at any time by the chairman of the board, if any, the president or the board of directors. A special meeting of the stockholders shall be called by the secretary, or in the case of the death, absence, incapacity or refusal of the secretary, by an assistant secretary or some other officer, upon application of a majority of the directors. Any such application shall state the purpose or purposes of the proposed meeting. Any such call shall state the place, date, hour, and purposes of the meeting.

2.3. Place of Meeting. All meetings of the stockholders for the election of directors or for any other purpose shall be held at such place within or without the state of incorporation as may be determined from time to time by the chairman of the board, if any, the president or the board of directors. Any adjourned session of any meeting of the stockholders shall be held at the place designated in the vote of adjournment.

2.4. Notice of Meetings. Except as otherwise provided by law, a written notice of each meeting of stockholders stating the place, day and hour thereof and, in the case of a special meeting, the purposes for which the meeting is called, shall be given not less then ten nor more than sixty days before the meeting, to each stockholder entitled to vote thereat, and to each stockholder who, by law, by the certificate of incorporation or by these by-laws, is entitled to notice, by leaving such notice with him or at his residence or usual place of business, or by depositing it in the United States mail, postage prepaid, and addressed to such stockholder at his

address as it appears in the records of the corporation. Such notice shall be given by the secretary, or by an officer or person designated by the board of directors, or in the case of a special meeting by the officer calling the meeting. As to any adjourned session of any meeting of stockholders, notice of the adjourned meeting need not be given if the time and place thereof are announced at the meeting at which the adjournment was taken except that if the adjournment is for more than thirty days or if after the adjournment a new record date is set for the adjourned session, notice of any such adjourned session of the meeting shall be given in the manner heretofore described. No notice of any meeting of stockholders or any adjourned session thereof need be given to a stockholder if a written waiver of notice, executed before or after the meeting or such adjourned session by such stockholder, is filed with the records of the meeting or if the stockholder attends such meeting without objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the stockholders or any adjourned session thereof need be specified in any written waiver of notice.

2.5. Quorum of Stockholders. At any meeting of the stockholders a quorum as to any matter shall consist of a majority of the votes entitled to be cast on the matter, except where a larger quorum is required by law, by the certificate of incorporation or by these by-laws. Any meeting may be adjourned from time to time by a majority of the votes properly cast upon the question, whether or not a quorum is present. If a quorum is present at an original meeting, a quorum need not be present at an adjourned session of that meeting. Shares of its own stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of any corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

2.6. Action by Vote. When a quorum is present at any meeting, a plurality of the votes properly cast for election to any office shall elect to such office and a majority of the votes properly cast upon any question other than an election to an office shall decide the question, except when a larger vote is required by law, by the certificate of incorporation or by these by-laws. No ballot shall be required for any election unless requested by a stockholder present or represented at the meeting and entitled to vote in the election.

2.7. Action without Meetings. Unless otherwise provided in the certificate of incorporation, any action required or permitted to be taken by stockholders for or in connection with any corporate action may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in the state of incorporation by hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. No written consent shall be effective to take the corporate action referred to therein unless written consents signed by a number of stockholders sufficient to take such action are delivered to the corporation

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in the manner specified in this paragraph within sixty days of the earliest dated consent so delivered.

If action is taken by consent of stockholders and in accordance with the foregoing, there shall be filed with the records of the meetings of stockholders the writing or writings comprising such consent.

If action is taken by less than unanimous consent of stockholders, prompt notice of the taking of such action without a meeting shall be given to those who have not consented in writing and a certificate signed and attested to by the secretary that such notice was given shall be filed with the records of the meetings of stockholders.

In the event that the action which is consented to is such as would have required the filing of a certificate under any provision of the General Corporation Law of the State of Delaware, if such action had been voted upon by the stockholders at a meeting thereof, the certificate filed under such provision shall state, in lieu of any statement required by such provision concerning a vote of stockholders, that written consent has been given under Section 228 of said General Corporation Law and that written notice has been given as provided in such Section 228.

2.8. Proxy Representation. Every stockholder may authorize another person or persons to act for him by proxy in all matters in which a stockholder is entitled to participate, whether by waiving notice of any meeting, objecting to or voting or participating at a meeting, or expressing consent or dissent without a meeting. Every proxy must be signed by the stockholder or by his attorney-in-fact. No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally. The authorization of a proxy may but need not be limited to specified action, provided, however, that if a proxy limits its authorization to a meeting or meetings of stockholders, unless otherwise specifically provided such proxy shall entitle the holder thereof to vote at any adjourned session but shall not be valid after the final adjournment thereof.

2.9. Inspectors. The directors or the person presiding at the meeting may, and shall if required by applicable law, appoint one or more inspectors of election and any substitute inspectors to act at the meeting or any adjournment thereof. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspectors shall make a report in writing of any challenge, question or matter determined by them and execute a certificate of any fact found by them.

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2.10. List of Stockholders. The secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in his name. The stock ledger shall be the only evidence as to who are stockholders entitled to examine such list or to vote in person or by proxy at such meeting.

Section 3. BOARD OF DIRECTORS

3.1. Number. The corporation shall have one or more directors, the number shall be consistent with applicable law and shall be determined from time to time by vote of a majority of the directors then in office. No director need be a stockholder.

3.2. Tenure. Each director shall hold office until the next annual meeting and until his successor is elected and qualified, or until he sooner dies, resigns, is removed or becomes disqualified.

3.3. Powers. The business and affairs of the corporation shall be managed by or under the direction of the board of directors who shall have and may exercise all the powers of the corporation and do all such lawful acts and things as are not by law, the certificate of incorporation or these by-laws directed or required to be exercised or done by the stockholders.

3.4. Vacancies. Vacancies and any newly created directorships resulting from any increase in the number of directors may be filled by vote of the holders of the particular class or series of stock entitled to elect such director at a meeting called for the purpose, or by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, in each case elected by the particular class or series of stock entitled to elect such directors. When one or more directors shall resign from the board, effective at a future date, a majority of the directors then in office, including those who have resigned, who were elected by the particular class or series of stock entitled to elect such resigning director or directors shall have power to fill such vacancy or vacancies, the vote or action by writing thereon to take effect when such resignation or resignations shall become effective. The directors shall have and may exercise all their powers notwithstanding the existence of one or more vacancies in their number, subject to any requirements of law or of the certificate of incorporation or of these by-laws as to the number of directors required for a quorum or for any vote or other actions.

3.5. Committees. The board of directors may, by vote of a majority of the whole board, (a) designate, change the membership of or terminate the existence of any committee or committees, each committee to consist of one or more of the directors; (b) designate one or more directors as alternate members of any such committee who may replace any absent or disqualified member at any meeting of the committee; and (c) determine the extent to which each such committee shall have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation, including the power to authorize the seal of the corporation to be affixed to all papers which require it and the power and authority to declare dividends or to authorize the issuance of stock; excepting, however, such powers which by law, by the certificate of incorporation or by these by-laws they are prohibited from so delegating. In the absence or disqualification of any member of such committee and his alternate, if any, the member or members thereof present at any meeting and not

4

disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Except as the board of directors may otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by the board or such rules, its business shall be conducted as nearly as may be in the same manner as is provided by these by-laws for the conduct of business by the board of directors. Each committee shall keep regular minutes of its meetings and report the same to the board of directors upon request.

3.6. Regular Meetings. Regular meetings of the board of directors may be held without call or notice at such places within or without the State of Delaware and at such times as the board may from time to time determine, provided that notice of the first regular meeting following any such determination shall be given to absent directors. A regular meeting of the directors may be held without call or notice immediately after and at the same place as the annual meeting of stockholders.

3.7. Special Meetings. Special meetings of the board of directors may be held at any time and at any place within or without the state of incorporation designated in the notice of the meeting, when called by the chairman of the board, if any, the president, or by one-third or more in number of the directors, reasonable notice thereof being given to each director by the secretary or by the chairman of the board, if any, the president or any one of the directors calling the meeting.

3.8. Notice. It shall be reasonable and sufficient notice to a director to send notice by mail or overnight courier at least forty-eight hours or by telegram at least twenty-four hours before the meeting addressed to him at his usual or last known business or residence address or to give notice to him in person or by telephone at least twenty-four hours before the meeting. Notice of a meeting need not be given to any director if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. Neither notice of a meeting nor a waiver of a notice need specify the purposes of the meeting.

3.9. Quorum. Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, at any meeting of the directors a majority of the directors then in office shall constitute a quorum; a quorum shall not in any case be less than one-third of the total number of directors constituting the whole board. Any meeting may be adjourned from time to time by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

3.10. Action by Vote. Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, when a quorum is present at any meeting the vote of a majority of the directors present shall be the act of the board of directors.

3.11. Action Without a Meeting. Any action required or permitted to be taken at any meeting of the board of directors or a committee thereof may be taken without a meeting if all the members of the board or of such committee, as the case may be, consent thereto in writing, and such writing or writings are filed with the records of the meetings of the board or of such

5

committee. Such consent shall be treated for all purposes as the act of the board or of such committee, as the case may be.

3.12. Participation in Meetings by Conference Telephone. Members of the board of directors, or any committee designated by such board, may participate in a meeting of such board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other or by any other means permitted by law. Such participation shall constitute presence in person at such meeting.

3.13. Compensation. In the discretion of the board of directors, each director may be paid such fees for his services as director and be reimbursed for his reasonable expenses incurred in the performance of his duties as director as the board of directors from time to time may determine.

Nothing contained in this section shall be construed to preclude any director from serving the corporation in any other capacity and receiving reasonable compensation therefor.

3.14. Interested Directors and Officers.

(a) No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of the corporation’s directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if:

(1) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or

(2) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or

(3) The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the board of directors, a committee thereof, or the stockholders.

(b) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes the contract or transaction.

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Section 4. OFFICERS AND AGENTS

4.1. Enumeration; Qualification. The officers of the corporation shall be a president, a treasurer, a secretary and such other officers, if any, as the board of directors from time to time may in its discretion elect or appoint including without limitation a chairman of the board, one or more vice presidents and a controller. The corporation may also have such agents, if any, as the board of directors from time to time may in its discretion choose. Any officer may be but none need be a director or stockholder. Any two or more offices may be held by the same person. Any officer may be required by the board of directors to secure the faithful performance of his duties to the corporation by giving bond in such amount and with sureties or otherwise as the board of directors may determine.

4.2. Powers. Subject to law, to the certificate of incorporation and to the other provisions of these by-laws, each officer shall have, in addition to the duties and powers herein set forth, such duties and powers as are commonly incident to his office and such additional duties and powers as the board of directors may from time to time designate.

4.3. Election. The officers may be elected by the board of directors at their first meeting following the annual meeting of the stockholders or at any other time. At any time or from time to time the directors may delegate to any officer their power to elect or appoint any other officer or any agents.

4.4. Tenure. Each officer shall hold office until his respective successor is chosen and qualified unless a shorter period shall have been specified by the terms of his election or appointment, or in each case until he sooner dies, resigns, is removed or becomes disqualified. Each agent shall retain his authority at the pleasure of the directors, or the officer by whom he was appointed or by the officer who then holds agent appointive power.

4.5. Chairman of the Board of Directors, President and Vice President. The chairman of the board, if any, shall have such duties and powers as shall be designated from time to time by the board of directors. Unless the board of directors otherwise specifies, the chairman of the board, or if there is none the chief executive officer, shall preside, or designate the person who shall preside, at all meetings of the stockholders and of the board of directors.

Unless the board of directors otherwise specifies, the president shall be the chief executive officer and shall have direct charge of all business operations of the corporation and, subject to the control of the directors, shall have general charge and supervision of the business of the corporation.

Any vice presidents shall have such duties and powers as shall be set forth in these by-laws or as shall be designated from time to time by the board of directors or by the president.

4.6. Treasurer and Assistant Treasurers. Unless the board of directors otherwise specifies, the treasurer shall be in charge of the corporation’s funds and valuable papers, and shall have such other duties and powers as may be designated from time to time by the board of directors or by the president. If no controller is elected, the treasurer shall, unless the board of directors otherwise specifies, also have the duties and powers of the controller. Any assistant

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treasurers shall have such duties and powers as shall be designated from time to time by the board of directors, the president or the treasurer.

4.7. Controller and Assistant Controllers. If a controller is elected, he shall, unless the board of directors otherwise specifies, be in charge of its books of account and accounting records, and of its accounting procedures. He shall have such other duties and powers as may be designated from time to time by the board of directors, the president or the treasurer. Any assistant controller shall have such duties and powers as shall be designated from time to time by the board of directors, the president, the treasurer or the controller.

4.8. Secretary and Assistant Secretaries. The secretary shall record all proceedings of the stockholders, of the board of directors and of committees of the board of directors in a book or series of books to be kept therefor and shall file therein all actions by written consent of stockholders or directors. In the absence of the secretary from any meeting, an assistant secretary, or if there be none or he is absent, a temporary secretary chosen at the meeting, shall record the proceedings thereof. Unless a transfer agent has been appointed the secretary shall keep or cause to be kept the stock and transfer records of the corporation, which shall contain the names and record addresses of all stockholders and the number of shares registered in the name of each stockholder. He shall have such other duties and powers as may from time to time be designated by the board of directors or the president. Any assistant secretaries shall have such duties and powers as shall be designated from time to time by the board of directors, the president or the secretary.

Section 5. RESIGNATIONS AND REMOVALS

5.1. Any director or officer may resign at any time by delivering his resignation in writing to the chairman of the board, if any, the president, or the secretary or to a meeting of the board of directors. Such resignation shall be effective upon receipt unless specified to be effective at some other time, and without in either case the necessity of its being accepted unless the resignation shall so state. A director (including persons elected by stockholders or directors to fill vacancies in the board) may be removed from office with or without cause by the vote of the holders of a majority of the issued and outstanding shares of the particular class or series entitled to vote in the election of such director. The board of directors may at any time remove any officer either with or without cause. The board of directors may at any time terminate or modify the authority of any agent.

Section 6. VACANCIES

6.1. If the office of the president or the treasurer or the secretary becomes vacant, the directors may elect a successor by vote of a majority of the directors then in office. If the office of any other officer becomes vacant, any person or body empowered to elect or appoint that officer may choose a successor. Each such successor shall hold office for the unexpired term, and in the case of the president, the treasurer and the secretary until his successor is chosen and qualified or in each case until he sooner dies, resigns, is removed or becomes disqualified. Any vacancy of a directorship shall be filled as specified in Section 3.4 of these by-laws.

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Section 7. CAPITAL STOCK

7.1. Stock Certificates. Each stockholder shall be entitled to a certificate stating the number and the class and the designation of the series, if any, of the shares held by him, in such form as shall, in conformity to law, the certificate of incorporation and the by-laws, be prescribed from time to time by the board of directors. Such certificate shall be signed by the chairman or vice chairman of the board, or the president or a vice president and by the treasurer or an assistant treasurer or by the secretary or an assistant secretary. Any of or all the signatures on the certificate may be a facsimile. In case an officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the time of its issue.

7.2. Loss of Certificates. In the case of the alleged theft, loss, destruction or mutilation of a certificate of stock, a duplicate certificate may be issued in place thereof, upon such terms, including receipt of a bond sufficient to indemnify the corporation against any claim on account thereof, as the board of directors may prescribe.

Section 8. TRANSFER OF SHARES OF STOCK

8.1. Transfer on Books. Subject to the restrictions, if any, stated or noted on the stock certificate, shares of stock may be transferred on the books of the corporation by the surrender to the corporation or its transfer agent of the certificate therefor properly endorsed or accompanied by a written assignment and power of attorney properly executed, with necessary transfer stamps affixed, and with such proof of the authenticity of signature as the board of directors or the transfer agent of the corporation may reasonably require. Except as may be otherwise required by law, by the certificate of incorporation or by these by-laws, the corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to receive notice and to vote or to give any consent with respect thereto and to be held liable for such calls and assessments, if any, as may lawfully be made thereon, regardless of any transfer, pledge or other disposition of such stock until the shares have been properly transferred on the books of the corporation.

It shall be the duty of each stockholder to notify the corporation of his post office address.

8.2. Record Date. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no such record date is fixed by the board of directors, the record date for determining the stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment

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of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no such record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the state of incorporation hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. If no record date has been fixed by the board of directors and prior action by the board of directors is required by applicable law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such payment, exercise or other action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

Section 9. CORPORATE SEAL

9.1. Subject to alteration by the directors, the seal of the corporation shall consist of a flat-faced circular die with the word “Delaware” and the name of the corporation cut or engraved thereon, together with such other words, dates or images as may be approved from time to time by the directors.

Section 10. EXECUTION OF PAPERS

10.1. Except as the board of directors may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts or other obligations made, accepted or endorsed by the corporation shall be signed by the chairman of the board, if any, the president, a vice president or the treasurer.

Section 11. FISCAL YEAR

11.1. The fiscal year of the corporation shall end on the 31st of December.

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Section 12. AMENDMENTS

12.1. These by-laws may be adopted, amended or repealed by vote of a majority of the directors then in office or by vote of a majority of the stock outstanding and entitled to vote. Any by-law, whether adopted, amended or repealed by the stockholders or directors, may be amended or reinstated by the stockholders or the directors.

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EX-3.185

Exhibit 3.185

CERTIFICATE OF FORMATION

OF

MSO NEWCO, LLC

This Certificate of Formation of MSO Newco, LLC is being duly executed and filed by the undersigned authorized person to form a limited liability company under the Delaware Limited Liability Company Act (6 Del C. § 18-101, et seq.)

1.             The name of the limited liability company is MSO Newco, LLC.

2.             The address of its registered office in the State of Delaware is: Corporation Trust Center, 1209 Orange Street, City of Wilmington County of New Castle, Delaware 19801.

3.             The name of its registered agent at such address is The Corporation Trust Company, 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has executed this Certificate of formation of MSO Newco, LLC on November 6, 2009.

Michael A. DePompei,

Authorized Person

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EX-3.186

Exhibit 3.186

FIRST AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

MSO NEWCO, LLC

Dated as of December 18, 2009

FIRST AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
MSO NEWCO, LLC

This First Amended and Restate Limited Liability Company Agreement (this “Agreement”), dated as of December 18, 2009 (the “Effective Date”) of MSO Newco, LLC, a Delaware limited liability company (the “Company”), is by Apex Acquisition LLC., a Delaware limited liability company, as the sole member (the “Sole Member”).

Recitals

A.The Company was originally formed as a Delaware limited liability company by filing a certificate of formation with the Delaware Secretary of State on November 6, 2009.  The Company has previously been governed by the Limited Liability Company Agreement of the Company, dated as of November 6, 2009 (the “Existing Agreement”).

B.Pursuant to the terms of a Membership Interest Purchase Agreement dated as of November 9, 2009 (as amended, modified or supplemented, the “Purchase Agreement”), by and among Pinnacle Consultants Limited Partnership, a Texas limited partnership (“MSO”), Sole Member, and for the limited purposes set forth in the Purchase Agreement, EmCare, Inc., a Delaware corporation, immediately prior to the execution of this Agreement the Sole Member acquired from MSO all of the issued and outstanding membership interests of the Company in exchange for the consideration set forth in the Purchase Agreement.

C.In connection with the Purchase Agreement, the Sole Member now desires to amend and restate the Existing Agreement, to, among other things, provide for (i) the relative rights, privileges and preferences of the Sole Member, and (ii) the management and other rights of the Sole Member, in each case as set forth in this Agreement.

ARTICLE I
GENERAL

1.1Purpose and Power.  The purpose and business of the Company shall be the conduct of any business or activity that may be lawfully conducted by a limited liability company organized pursuant to the Delaware Limited Liability Company Act (the “Act”), and the Company shall have all of the powers of a limited liability company conferred by the Act.  Any or all of the foregoing activities may be conducted directly by the company or indirectly through another company, joint venture or other arrangement.

1.2Term.  The Company shall have perpetual existence and shall continue until it is dissolved by the written consent of the Sole Member.  Upon the dissolution or termination of the Sole Member, its legal representative or successor shall become a member of the Company and shall exercise all rights and powers conferred upon the Sole Member by this Agreement.

1.3LLC Agreement.  To the full extent permitted by the Act, this Agreement shall control as to any conflict between this Agreement and the Act or as to any matter provided for in this Agreement that is also provided for in the Act.

1.4Additional Members.  Additional members shall be admitted only by written amendment of this Agreement executed by the Sole Member.

ARTICLE II
CAPITAL CONTRIBUTIONS

2.1Prior Capital Contribution.  The Sole Member, or its predecessor, has contributed to the Company the amounts, property or services set forth in the books and records of the Company.

2.2Additional Capital Contributions.  The Sole Member may, but shall not be required to, make additional capital contributions to the Company.

2.3Sole Member Loans and Other Debt.  The Company may borrow funds from any source, including the Sole Member.  Any loan made by the Sole Member to the Company shall be payable out of the first available funds, including proceeds from the sale of all or any portion of the assets of the Company.

2.4Return of Capital Contributions.  Capital contributions shall be expended in furtherance of the business of the Company.  All costs and expenses of the Company shall be paid from its funds.  No interest shall be paid on capital contributions.

2.5Enforcement of Capital Contribution Obligations.  The membership interests were duly authorized and validly issued, and are fully paid and nonassessable.  Except as expressly agreed in writing by the Sole Member, no person other than the Sole Member shall have the right to enforce any obligation the Sole Member may undertake to contribute capital to the Company, and specifically no lender or other third party shall have any such right.

ARTICLE III
DISTRIBUTIONS

The Company may make distributions of cash or other assets of the Company to the Sole Member at such times and in such amounts as the Sole Member shall determine.

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ARTICLE IV
ALLOCATION OF PROFIT AND LOSS

4.1Determination of Profit and Loss.  Profit or loss shall be determined on an annual basis and for such other periods as may be required.

4.2Allocation of Profit and Loss.  The Company is and at all times shall be a business entity that, solely for federal income tax purposes, is disregarded as an entity separate from its owner.  All items of Company profit, loss, income, gain, deduction and credit shall, for federal income tax purposes, be attributed to the Sole Member.

ARTICLE V
MANAGEMENT

5.1Management Authority.  Management of the Company shall be vested in the Sole Member.  The Sole Member shall have the power and authority to conduct the business of the Company and is hereby expressly authorized on behalf of the Company to make all decisions with respect to the Company’s business and to take all actions necessary to carry out such decisions.  All documents executed on behalf of the Company need only be signed by the Sole Member or by an authorized officer of the Company.  An officer properly appointed pursuant to this Agreement may sign those documents that relate to the power and authority generally or specifically granted to such officer by the Sole Member, by the President of the Company or by this Agreement.

5.2Reliance by Third Parties.  No third party dealing with the Company shall be required to ascertain whether the Sole Member or any Company officer is acting in accordance with the provisions of this instrument.  All third parties may rely upon a document signed by the Sole Member or by any Company officer as binding the Company.

5.3Resignation.  The Sole Member may resign at any time by giving written notice of resignation to any authorized officer.  Unless otherwise specified in the notice, the resignation shall take effect upon receipt by any authorized officer and an acceptance of the resignation by it shall not be necessary to make it effective.

5.4Implied Covenants; No Additional Duties.  There are no implied covenants of the Sole Member contained in this Agreement other than those of the contractual covenant of good faith and fair dealing.  The Sole Member shall not have any fiduciary or other duties to the Company except as specifically provided by this Agreement, and the Sole Member’s duties and liabilities otherwise existing at law or in equity are restricted and eliminated by the provisions of this Agreement to those duties and liabilities specifically set forth in this Agreement.  Notwithstanding any contrary provision of this Agreement, in carrying out any duties hereunder, the Sole Member shall not be liable to the Company for breach of any duty for the Sole Member’s good faith

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reliance on the provisions of this Agreement, the records of the Company, or such information, opinions, reports or statements presented by any officer or employee of the Company, or by any other person as to matters the Sole Member reasonably believes are within such other person’s professional or expert competence.  The preceding sentence shall in no way limit any person’s right to rely on information to the extent provided in Section 18-406 of the Act.

ARTICLE VI
OFFICERS

6.1Number and Qualification.  From time to time, the Sole Member may appoint such officers of the Company as it deems appropriate.  The officers of the Company may consist of a Chief Executive Officer, a President, a Chief Operating Officer, a Treasurer, a Secretary, a Chief Financial Officer, one or more Assistant Secretaries, one or more Executive Vice Presidents and such other officers as may from time to time be elected by the Sole Member.  Each officer shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal.  Any number of offices may be held by the same person.

6.2Chief Executive Officer.  The Chief Executive Officer of the Company shall, subject to the direction and supervision of the Sole Member, perform all duties incident to the office of Chief Executive Officer and as from time to time may be assigned to him by the Sole Member.

6.3President.  The President of the Company shall, subject to the direction and supervision of the Sole Member, perform all duties incident to the office of President and as from time to time may be assigned to him by the Sole Member.

6.4Chief Operating Officer.  The Chief Operating Officer of the Company shall, subject to the direction and supervision of the Sole Member, perform all duties incident to the office of Chief Operating Officer and as from time to time may be assigned to him by the Sole Member.

6.5Treasurer.  The Treasurer of the Company shall, subject to the direction and supervision of the Sole Member, perform all duties incident to the office of Treasurer and as from time to time may be assigned to him by the Sole Member.

6.6Secretary.  The Secretary shall issue all authorized notices for, and shall keep minutes of, all meetings of the Sole Member.  He or she shall have charge of the limited liability company books and shall perform such other duties as the Sole Member may from time to time prescribe.  Assistant Secretaries of the Company, if any, shall have the same duties and powers, subject to supervision by the Secretary.

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6.7Chief Financial Officer.  The Chief Financial Officer of the Company shall, subject to the direction and supervision of the Sole Member, perform all duties incident to the office of Chief Financial Officer and as from time to time may be assigned to him by the Sole Member.

6.8Executive Vice President.  Each Executive Vice President shall have such powers and duties as may be delegated to him or her by the President or the Sole Member.

6.9Assistant Secretary.  Each Assistant Secretary shall, subject to the direction of the supervision of the Secretary, perform all duties incident to the office of the Assistant Secretary and as from time to time may be assigned to him by the Secretary or the Sole Member.

6.10Delegation of Authority.  To the fullest extent permitted by law, the Sole Member may from time to time delegate the powers or duties of any officer to any other officers or agents, notwithstanding any provision hereof.

6.11Removal.  Any officer of the Company may be removed at any time, with or without cause, by the Chief Executive Officer (or the President, if there is no Chief Executive Officer at such time) or the Sole Member.

6.12Resignation.  Any officer may resign at any time by giving written notice to the Company; provided, however, that notice to the Sole Member, the Chief Executive Officer or the Secretary shall be deemed to constitute notice to the Company.  Such resignation shall take effect upon receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

6.13Vacancies.  Any vacancy among the officers, whether caused by death, resignation, removal or any other cause, shall be filled in the manner prescribed for election or appointment to such office.

6.14Action with Respect to Securities of Other Entities.  Unless otherwise directed by the Sole Member, the Chief Executive Officer and the President shall have power to vote and otherwise act on behalf of the Company, in person or by proxy, at any meeting of stockholders, members or other equity owners of, or with respect to any action of stockholders, members, or other equity owners of, any corporation, limited liability company or other entity in which this Company may hold securities and otherwise to exercise any and all rights and powers which this Company may possess by reason of its ownership of securities in such other corporation, limited liability company or other entity.

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ARTICLE VII
INDEMNIFICATION

7.1Right to Indemnification.  Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter, a “proceeding”), by reason of the fact that it, he or she is or was a member or an officer of the Company or, while serving as a member or officer of the Company, is or was serving at the request of the Company as a manager, director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter, an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a manager, director, officer, employee or agent or in any other capacity while serving as a manager, director, officer, employee or agent, shall be indemnified and held harmless by the Company to the fullest extent authorized by the Act, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than such law permitted the Company to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith; provided, however, that, except as provided in Section 7.3 with respect to proceedings to enforce rights to indemnification, the Company shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized in the first instance by the Sole Member.

7.2Right to Advancement of Expenses.  The right to indemnification conferred in Section 7.1 shall include the right to be paid by the Company the expenses (including attorneys’ fees) incurred in defending any such proceeding in advance of its final disposition.  The rights to indemnification and to the advancement of expenses conferred in Section 7.1 and this Section 7.2 shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a member, officer, employee or agent and shall inure to the benefit of the indemnitee’s heirs, executors and administrators.

7.3Right of Indemnitee to Bring Suit.  If a claim under Section 7.1 is not paid in full by the Company within 60 days (or, with respect to claims under Section 7.2, 20 days) after a written claim has been received by the Company, the indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim.  If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee, to the fullest extent permitted by law, shall be entitled to be paid also the expense of prosecuting or defending such suit.  In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, the

7

burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article VII or otherwise shall be on the Company.

7.4Non-Exclusivity of Rights; Effect of Amendment.  The rights to indemnification and to the advancement of expenses conferred in this Article VII shall not be exclusive of any other right which any person may have or hereafter acquire by any statute, agreement, vote of the Sole Member or otherwise.  Any amendment, alteration or repeal of this Article VII that adversely affects any right of an indemnitee or it successors shall be prospective only and shall not limit or eliminate any such right with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment, alteration or repeal.

7.5Insurance.  The Company may maintain insurance, at its expense, to protect itself and the Sole Member, officer, employee or agent of the Company or another corporation, limited liability company, partnership, joint venture, trust or other enterprise against any expense, liability or loss.

7.6Indemnification of Employees and Agents of the Company.  The Company may, to the extent authorized from time to time by the Sole Member, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Company to the fullest extent of the provisions of this Article VII with respect to the indemnification and advancement of expenses of the Sole Member and officers of the Company.

ARTICLE VIII
SOLE MEMBER

8.1Liability.  The Sole Member shall have no liability under a judgment, decree, or order of a court, or in any other manner, for any debt, obligation, or liability of the Company.

8.2Meetings.  Meetings of the Sole Member shall not be required for any purpose.  All actions of the Sole Member may be evidenced by a written consent describing the action taken, signed by the Sole Member.  Any action evidenced by such a written consent is effective on the date the consent is signed by the Sole Member, unless the consent specifies a different effective date.

8.3Transfer of Interest.  The interest of the Sole Member in the Company may be transferred by the Sole Member voluntarily or by operation of law.  Upon transfer of the entirety of the Sole Member’s interest in the Company, the transferee shall, without further documentation or action, become the sole member of the Company.

8.4Conflicts of Interest.  The Sole Member shall be entitled to engage in other activities and businesses, including, without limitation, activities and businesses

8

competitive with the activities and business of the Company.  The Sole Member shall not be required to give the Company the opportunity to participate in, or benefit from, any such activities or businesses.  The Sole Member shall not be deemed to violate any duty or obligation to the Company merely because the Sole Member’s conduct furthers the Sole Member’s own interest.  The Sole Member may lend money to, borrow money from, act as a surety, guarantor or endorser for, guarantee or assume one or more obligations of, provide collateral for, and transact other business with, the Company, and has the same rights an obligations with respect to any such matters as those of a person who is not a member of the Company.

ARTICLE IX
DISSOLUTION AND TERMINATION

9.1Final Accounting.  In the event of the dissolution of the Company, a proper accounting shall be made as provided in Section 9.2 from the date of the last previous accounting to the date of dissolution.

9.2Liquidation.  Upon the dissolution of the Company, the Sole Member, or if the Sole Member is unable to act, a person selected by the Sole Member, shall act as liquidator to wind up the Company.  The liquidator shall have full power and authority to sell, assign, and encumber any or all of the Company’s assets and to wind up and liquidate the affairs of the Company in an orderly and businesslike manner.  All proceeds from liquidation shall be distributed in the following order of priority: (i) to the payment of debts and liabilities of the Company and the expenses of liquidation (including loans made by the Sole Member to the Company); (ii) to the setting-up of such reserves as the liquidator may reasonably deem necessary for any contingent liabilities of the Company; and (iii) to the Sole Member.

9.3Distribution in Kind.  The liquidator, in its absolute discretion, may distribute one or more of the Company’s assets in kind to the person or entity entitled to receive the proceeds from such asset.

ARTICLE X
GENERAL PROVISIONS

10.1Amendment.  This Agreement may not be amended except by a written instrument signed by the Sole Member,

10.2Applicable Law.  This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware.

10.3Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be considered an original.

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[Signatures on next page.]

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This Agreement has been executed to be effective as of the Effective Date.

SOLE MEMBER:
Apex Acquisition LLC
By: EmCare, Inc., its sole member
By:	/s/ William A. Sanger
Name:	William A. Sanger
Title:	Chief Executive Officer

[Signature Page to Amended and Restated LLC Agreement of MSO Newco, LLC]

EX-3.187

Exhibit 3.187

CERTIFICATE OF INCORPORATION

OF

GATOR ACQUISITION SUBSIDIARY, INC.

The undersigned, a natural person (the “Sole Incorporator”), for the purpose of organizing a corporation to conduct business and promote the purposes hereinafter stated, under the provisions and subject to the requirements of the laws of the State of Delaware hereby certifies that:

I.

The name of this corporation is Gator Acquisition Subsidiary, Inc.

II.

The address of the registered office of the corporation in the State of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle, and the name of the registered agent of the corporation in the State of Delaware at such address is The Corporation Trust Company.

III.

The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the DGCL.

IV.

This corporation is authorized to issue only one class of stock, to be designated Common Stock.  The total number of shares of Common Stock presently authorized is one thousand (1,000), each having a par value of $0.0001.

V.

A.The management of the business and the conduct of the affairs of the corporation shall be vested in its Board of Directors.  The number of directors that shall constitute the whole Board of Directors shall be fixed by the Board of Directors in the manner provided in the Bylaws.

B.The Board of Directors is expressly empowered to adopt, amend or repeal the Bylaws of the corporation.  The stockholders shall also have power to adopt, amend or repeal the Bylaws of the corporation; provided, however, that, in addition to any vote of the holders of any class or series of stock of the corporation required by law or by this Certificate of Incorporation,

the affirmative vote of the holders of at least a majority of the voting power of all of the then-outstanding shares of the capital stock of the corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to adopt, amend or repeal any provision of the Bylaws of the corporation.

VI.

A.The liability of the directors for monetary damages shall be eliminated to the fullest extent under applicable law.  If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.

B.Any repeal or modification of this Article VI shall be prospective and shall not affect the rights under this Article VI in effect at the time of the alleged occurrence of any act or omission to act giving rise to liability or indemnification.

VII.

The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon the stockholders herein are granted subject to this reservation.

VIII.

The name and mailing address of the Sole Incorporator is as follows:

Megan Wesley
Holme Roberts & Owen LLP
1700 Lincoln Street, Ste.  4100
Denver, CO 80203

In Witness Whereof, this Certificate has been subscribed this 19th day of December, 2006 by the undersigned who affirms that the statements made herein are true and correct.

/s/ Megan Wesley

Megan Wesley, Sole Incorporator

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CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

GATOR ACQUISITION SUBSIDIARY, INC.

Pursuant to §241 of the Delaware General Corporations Law, the undersigned, being the Sole Incorporator of Gator Acquisition Subsidiary, Inc., hereby adopts the following Certificate of Amendment to the Certificate of Incorporation of Gator Acquisition Subsidiary, Inc. (the “Corporation”);

1.The name of the Corporation is: Gator Acquisition Subsidiary, Inc.

2.Article I of the Certificate of Incorporation is hereby amended to read as follows:

The name of the corporation is Nevada Red Rock Ambulance, Inc.

3.This amendment to the Certificate of Incorporation was adopted on the 1st of April, 2007, as provided in §241 of Delaware General Corporations Law by the sole incorporator of the Corporation.  No approval of the amendment to the Certificate of Incorporation by any person or entity other than the sole incorporator is required.

4.The Corporation has not received payment for any of its stock.

5.This amendment to the Certificate of Incorporation shall be effective upon acceptance for filing by the Delaware Secretary of State.

IN WITNESS WHEREOF, this certificate has been subscribed this 4th day of April, 2007, by the undersigned who affirms that the statements made herein are true and correct.

By:	/s/ Megan Wesley
Name:  Megan Wesley
Title:  Sole Incorporator

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

AND OF REGISTERED AGENT

OF

NEVADA RED ROCK AMBULANCE, INC.

It is hereby certified that:

1.The name of the corporation (hereinafter called the “corporation”) is:

NEVADA RED ROCK AMBULANCE, INC.

2.The registered office of the corporation within the State of Delaware is hereby changed to 2711 Centerville Road, Suite 400, City of Wilmington 19808, County of New Castle.

3.The registered agent of the corporation within the State of Delaware is hereby changed to Corporation Service Company, the business office of which is identical with the registered office of the corporation as hereby changed.

4.The corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on 10/11, 2007

/s/ William P. Sanger

Name: WILLIAM P. SANGER

Title:   CEO

EX-3.188

Exhibit 3.188

BYLAWS

OF

NEVADA RED ROCK AMBULANCE, INC.

(A DELAWARE CORPORATION)

TABLE OF CONTENTS

ARTICLE I Offices		1
Section 1.1	Registered Office	1
Section 1.2	Other Offices	1
ARTICLE II Corporate Seal		1
Section 2.1	Corporate Seal	1
ARTICLE III Stockholders’ Meetings		1
Section 3.1	Place of Meetings	1
Section 3.2	Annual Meeting	1
Section 3.3	Special Meetings	2
Section 3.4	Notice of Meetings	2
Section 3.5	Quorum	2
Section 3.6	Adjournment and Notice of Adjourned Meetings	3
Section 3.7	Voting Rights	3
Section 3.8	Joint Owners of Stock	3
Section 3.9	List of Stockholders	4
Section 3.10	Action Without Meeting	4
Section 3.11	Organization	5
ARTICLE IV Directors		6
Section 4.1	Number and Term of Office	6
Section 4.2	Powers	6
Section 4.3	Term of Directors	6
Section 4.4	Vacancies	6
Section 4.5	Resignation	7

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Section 4.6	Removal	7
Section 4.7	Meetings	7
Section 4.8	Quorum and Voting	8
Section 4.9	Action Without Meeting	8
Section 4.10	Fees and Compensation	8
Section 4.11	Committees	9
Section 4.12	Organization	10
ARTICLE V Officers		10
Section 5.1	Officers Designated	10
Section 5.2	Tenure and Duties of Officers	10
Section 5.3	Delegation of Authority	11
Section 5.4	Resignations	11
Section 5.5	Removal	11
ARTICLE VI Execution Of Corporate Instruments And Voting Of Securities Owned By The Corporation		12
Section 6.1	Execution of Corporate Instruments	12
Section 6.2	Voting of Securities Owned by the Corporation	12
ARTICLE VII Shares Of Stock		12
Section 7.1	Form and Execution of Certificates	12
Section 7.2	Lost Certificates	13
Section 7.3	Transfers	13
Section 7.4	Fixing Record Dates	13
Section 7.5	Registered Stockholders	14
ARTICLE VIII Other Securities Of The Corporation		14
Section 8.1	Execution of Other Securities	14

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ARTICLE IX Dividends		15
Section 9.1	Declaration of Dividends	15
Section 9.2	Dividend Reserve	15
ARTICLE X Fiscal Year		15
Section 10.1	Fiscal Year	15
ARTICLE XI Indemnification		15
Section 11.1	Indemnification of Directors, Executive Officers, Other Officers, Employees and Other Agents	15
ARTICLE XII	Notices	18
Section 12.1	Notices	18
ARTICLE XIII	Amendments	19
Section 13.1	Amendments	19
ARTICLE XIV Loans To Officers		20
Section 14.1	Loans to Officers	20

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BYLAWS

OF

NEVADA RED ROCK AMBULANCE, INC.

(A DELAWARE CORPORATION)

ARTICLE I
OFFICES

Section 1.1Registered Office.  The registered office of the corporation in the State of Delaware shall be as set forth in the Certificate of Incorporation, unless changed as provided by law.

Section 1.2Other Offices.  The corporation shall also have and maintain an office or principal place of business at such place as may be fixed by the Board of Directors, and may also have offices at such other places, both within and without the State of Delaware, as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II
CORPORATE SEAL

Section 2.1Corporate Seal.  The Board of Directors may adopt a corporate seal.  The corporate seal shall consist of a die bearing the name of the corporation and the inscription, “Corporate Seal Delaware.” Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

ARTICLE III
STOCKHOLDERS’ MEETINGS

Section 3.1Place of Meetings.  Meetings of the stockholders of the corporation may be held at such place, either within or without the State of Delaware, as may be determined from time to time by the Board of Directors, The Board of Directors may, in its sole discretion, determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication as provided under the Delaware General Corporation Law (“DGCL”).

Section 3.2Annual Meeting.  An annual meeting of the stockholders shall be held on such date and at such time as may be designated from time to time by the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may be properly brought before the meeting.  If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day.  If the election of directors shall not be held on the day designated herein for any annual meeting of the stockholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a meeting of the stockholders as soon thereafter as conveniently may be.  Failure to hold an annual meeting as required by these Bylaws shall not invalidate any action taken by the Board of Directors or officers of the corporation.

Section 3.3Special Meetings.

(a)Special meetings of the stockholders of the corporation may be called, for any purpose or purposes, by (i) the President and Chief Executive Officer or the Board of Directors, or (ii) by the holders of shares entitled to cast not less than ten percent (10%) of the votes at the meeting and shall be held at such place, on such date, and at such time as the Board of Directors shall fix.

(b)If a special meeting is properly called by any person or persons other than the Board of Directors, the request shall be in writing, specifying the general nature of the business proposed to be transacted, and shall be delivered personally or sent by certified or registered mail, return receipt requested, or by telegraphic or other facsimile transmission to the Chairman of the Board of Directors, the President and Chief Executive Officer or the Secretary of the corporation.  No business may be transacted at such special meeting otherwise than specified in such notice.  The Board of Directors shall determine the time and place of such special meeting, which shall be held not less than thirty-five (35) nor more than one hundred twenty (120) days after the date of the receipt of the request.  Upon determination of the time and place of the meeting, the officer receiving the request shall cause notice to be given to the stockholders entitled to vote, in accordance with the provisions of Section 3.4 of these Bylaws.  Nothing contained in this paragraph (b) shall be construed as limiting, fixing, or affecting the time when a meeting of stockholders called by action of the Board of Directors may be held.

Section 3.4Notice of Meetings.  Except as otherwise provided by law or the Certificate of Incorporation, notice, given in writing or by electronic transmission, of each meeting of stockholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting, such notice to specify the place, if any, date and hour and purpose or purposes of the meeting and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting.  Notice of the time, place, if any, and purpose of any meeting of stockholders may be waived in writing, signed by the person entitled to notice thereof or by electronic transmission by such person, either before or after such meeting, and will be waived by any stockholder by his attendance thereat in person, by remote communication, if applicable, or by proxy, except when the stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.  Any stockholder so waiving notice of such meeting shall be bound by the proceedings of any such meeting in all respects as if due notice thereof had been given.

Section 3.5Quorum.  At all meetings of stockholders, except where otherwise provided by statute or by the Certificate of Incorporation, or by these Bylaws, the presence, in person, by remote communication, if applicable, or by proxy duly authorized, of the holders of a majority of the outstanding shares of stock entitled to vote shall constitute a quorum for the transaction of business.  In the absence of a quorum, any meeting of stockholders may be adjourned, from time to time, either by the chairman of the meeting or by vote of the holders of a majority of the shares represented thereat, but no other business shall be transacted at such meeting.  The stockholders present at a duly called or convened meeting, at which a quorum is present, may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.  Except as otherwise provided by statute, or by

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the Certificate of Incorporation or these Bylaws, in all matters other than the election of directors, the affirmative vote of a majority of shares present in person, by remote communication, if applicable, or represented by proxy duly authorized at the meeting and entitled to vote generally on the subject matter shall be the act of the stockholders.  Except as otherwise provided by statute, the Certificate of Incorporation or these Bylaws, directors shall be elected by a plurality of the votes of the shares present in person, by remote communication, if applicable, or represented by proxy duly authorized at the meeting and entitled to vote generally on the election of directors.  Where a separate vote by a class or classes or series is required, except where otherwise provided by the statute or by the Certificate of Incorporation or these Bylaws, a majority of the outstanding shares of such class or classes or series, present in person, by remote communication, if applicable, or represented by proxy duly authorized, shall constitute a quorum entitled to take action with respect to that vote on that matter.  Except where otherwise provided by statute or by the Certificate of Incorporation or these Bylaws, the affirmative vote of the majority (plurality, in the case of the election of directors) of shares of such class or classes or series present in person, by remote communication, if applicable, or represented by proxy at the meeting shall be the act of such class or classes or series.

Section 3.6Adjournment and Notice of Adjourned Meetings.  Any meeting of stockholders, whether annual or special, may be adjourned from time to time either by the chairman of the meeting or by the vote of a majority of the shares present in person, by remote communication, if applicable, or represented by proxy.  When a meeting is adjourned to another time or place, if any, notice need not be given of the adjourned meeting if the time and place, if any, thereof are announced at the meeting at which the adjournment is taken.  At the adjourned meeting, the corporation may transact any business which might have been transacted at the original meeting.  If the adjournment is for more than thirty (30) days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 3.7Voting Rights.  For the purpose of determining those stockholders entitled to vote at any meeting of the stockholders, except as otherwise provided by law, only persons in whose names shares stand on the stock records of the corporation on the record date, as provided in Section 3.9 of these Bylaws, shall be entitled to vote at any meeting of stockholders.  Every person entitled to vote or execute consents shall have the right to do so either in person, by remote communication, if applicable, or by an agent or agents authorized by a proxy granted in accordance with Delaware law.  An agent so appointed need not be a stockholder.  No proxy shall be voted after three (3) years from its date of creation unless the proxy provides for a longer period.

Section 3.8Joint Owners of Stock.  If shares or other securities having voting power stand of record in the names of two (2) or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety, or otherwise, or if two (2) or more persons have the same fiduciary relationship respecting the same shares, unless the Secretary is given written notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting shall have the following effect: (a) if only one (1) votes, his act binds all; (b) if more than one (1) votes, the act of the majority so voting binds all; (c) if more than one (1) votes, but the vote is evenly split on any particular matter, each faction may vote the securities in question

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proportionally, or may apply to the Delaware Court of Chancery for relief as provided in the DGCL, Section 217(b).  If the instrument filed with the Secretary shows that any such tenancy is held in unequal interests, a majority or even-split for the purpose of subsection (c) shall be a majority or even-split in interest.

Section 3.9List of Stockholders.  The Secretary shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at said meeting, arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder.  Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours at the principal place of business of the corporation, or on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting.  In the even that the corporation determines to make the list available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to stockholders of the corporation.  The list shall be open to examination by any stockholder during the time of the meeting as provided by law produced and kept at the time and place of meeting during the whole time thereof and may be inspected by any stockholder who is present.

Section 3.10Action Without Meeting.

(a)Unless otherwise provided in the Certificate of Incorporation, any action required by statute to be taken at any annual or special meeting of the stockholders, or any action which may be taken at any annual or special meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, or by electronic transmission setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

(b)Every written consent or electronic transmission shall bear the date of signature of each stockholder who signs the consent, and no written consent or electronic transmission shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered to the corporation in the manner herein required, written consents or electronic transmissions signed by a sufficient number of stockholders to take action are delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded.  Delivery made to a corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.

(c)Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing or by electronic transmission and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of stockholders to take action were delivered to the corporation as provided in Section 228(c) of the DGCL.  If the action which is consented to is such as would have required the filing of a certificate under any section of the

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DGCL if such action had been voted on by stockholders at a meeting thereof, then the certificate filed under such section shall state, in lieu of any statement required by such section concerning any vote of stockholders, that written consent has been given in accordance with Section 228 of the DGCL.

(d)A telegram, cablegram or other electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxyholder, shall be deemed to be written, signed and dated for the purposes of this section, provided that any such telegram, cablegram or other electronic transmission sets forth or is delivered with information from which the corporation can determine (i) that the telegram, cablegram or other electronic transmission was transmitted by the stockholder or proxyholder or by a person or persons authorized to act for the stockholder and (ii) the date on which such stockholder or proxyholder or authorized person or persons transmitted such telegram, cablegram or electronic transmission.  The date on which such telegram, cablegram or electronic transmission is transmitted shall be deemed to be the date on which such consent was signed.  No consent given by telegram, cablegram or other electronic transmission shall be deemed to have been delivered until such consent is reproduced in paper form and until such paper form shall be delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded.  Delivery made to a corporation’s registered office shall be made by hand or by certified or registered mail, return receipt requested.  Notwithstanding the foregoing limitations on delivery, consents given by telegram, cablegram or other electronic transmission may be otherwise delivered to the principal place of business of the corporation or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded if, to the extent and in the manner provided by resolution of the Board of Directors of the corporation.  Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.

Section 3.11Organization.

(a)At every meeting of stockholders, the Chairman of the Board of Directors, or, if a Chairman has not been appointed or is absent, the President and Chief Executive Officer, or, if the President and Chief Executive Officer is absent, a chairman of the meeting chosen by a majority in interest of the stockholders entitled to vote, present in person or by proxy, shall act as chairman.  The Secretary, or, in his absence, an Assistant Secretary directed to do so by the President and Chief Executive Officer, shall act as secretary of the meeting.

(b)The Board of Directors of the corporation shall be entitled to make such rules or regulations for the conduct of meetings of stockholders as it shall deem necessary, appropriate or convenient.  Subject to such rules and regulations of the Board of Directors, if any, the chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are necessary, appropriate or convenient for the proper conduct of the meeting, including, without limitation, establishing an agenda or order of business for the meeting, rules and procedures for maintaining order at the meeting and the safety of those present, limitations on participation in

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such meeting to stockholders of record of the corporation and their duly authorized and constituted proxies and such other persons as the chairman shall permit, restrictions on entry to the meeting after the time fixed for the commencement thereof, limitations on the time allotted to questions or comments by participants and regulation of the opening and closing of the polls for balloting on matters which are to be voted on by ballot.  The date and time of the opening and closing of the polls for each matter upon which the stockholders will vote at the meeting shall be announced at the meeting.  Unless and to the extent determined by the Board of Directors or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with rules of parliamentary procedure.

ARTICLE IV
DIRECTORS

Section 4.1Number and Term of Office.

The authorized number of directors of the corporation shall be fixed by the Board of Directors from time to time.

Directors need not be stockholders unless so required by the Certificate of Incorporation.  If for any cause, the directors shall not have been elected at an annual meeting, they may be elected as soon thereafter as convenient.

Section 4.2Powers.  The powers of the corporation shall be exercised, its business conducted and its property controlled by the Board of Directors, except as may be otherwise provided by statute or by the Certificate of Incorporation.

Section 4.3Term of Directors.  Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, directors shall be elected at each annual meeting of stockholders for a term of one year.  Each director shall serve until his successor is duly elected and qualified or until his death, resignation or removal.  No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

Section 4.4Vacancies.  Unless otherwise provided in the Certificate of Incorporation, and subject to the rights of the holders of any series of Preferred Stock, any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other causes and any newly created directorships resulting from any increase in the number of directors shall, unless the Board of Directors determines by resolution that any such vacancies or newly created directorships shall be filled by stockholders, be filled only by the affirmative vote of a majority of the directors then in office, even though less than a quorum of the Board of Directors.  Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the director for which the vacancy was created or occurred and until such director’s successor shall have been elected and qualified.  A vacancy in the Board of Directors shall be deemed to exist under this Bylaw in the case of the death, removal or resignation of any director.

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Section 4.5Resignation.  Any director may resign at any time by delivering his or her notice in writing or by electronic transmission to the Secretary, such resignation to specify whether it will be effective at a particular time, upon receipt by the Secretary or at the pleasure of the Board of Directors.  If no such specification is made, it shall be deemed effective at the pleasure of the Board of Directors.  When one or more directors shall resign from the Board of Directors, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each Director so chosen shall hold office for the unexpired portion of the term of the Director whose place shall be vacated and until his successor shall have been duly elected and qualified,

Section 4.6Removal.  Subject to any limitations imposed by applicable law, the Board of Directors or any director may be removed from office at any time (i) with cause by the affirmative vote of the holders of a majority of the voting power of all then-outstanding shares of capital stock of the corporation entitled to vote generally at an election of directors or (ii) without cause by the affirmative vote of the holders of a majority of the voting power of all then-outstanding shares of capital stock of the corporation, entitled to vote generally at an election of directors.

Section 4.7Meetings.

(a)Regular Meetings.  Unless otherwise restricted by the Certificate of Incorporation, regular meetings of the Board of Directors may be held at any time or date and at any place within or without the State of Delaware which has been designated by the Board of Directors and publicized among all directors, either orally or in writing, including a voice-messaging system or other system designated to record and communicate messages, facsimile, telegraph or telex, or by electronic mail or other electronic means.  No further notice shall be required for a regular meeting of the Board of Directors.

(b)Special Meetings.  Unless otherwise restricted by the Certificate of Incorporation, special meetings of the Board of Directors may be held at any time and place within or without the State of Delaware whenever called by the Chairman of the Board, the President and Chief Executive Officer, or any director.

(c)Meetings by Electronic Communications Equipment.  Any member of the Board of Directors, or of any committee thereof, may participate in a meeting by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.

(d)Notice of Special Meetings.  Notice of the time and place of all special meetings of the Board of Directors shall be orally or in writing, by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, facsimile, telegraph or telex, or by electronic mail or other electronic means, during normal business hours, at least twenty-four (24) hours before the date and time of the meeting, or sent in writing to each director by first class mail, postage prepaid, at least three (3) days before the date of the meeting.  Notice of any meeting may be waived in writing or by electronic

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transmission at any time before or after the meeting and will be waived by any director by attendance thereat, except when the director attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

(e)Waiver of Notice.  The transaction of all business at any meeting of the Board of Directors, or any committee thereof, however called or noticed, or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present and if, either before or after the meeting, each of the directors not present who did not receive notice shall sign a written waiver of notice or shall waive notice by electronic transmission.  All such waivers shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 4.8Quorum and Voting.

(a)Unless the Certificate of Incorporation requires a greater number, a quorum of the Board of Directors shall consist of a majority of the exact number of directors fixed from time to time by the Board of Directors in accordance with the Certificate of Incorporation; provided, however, at any meeting, whether a quorum be present or otherwise, a majority of the directors present may adjourn from time to time until the time fixed for the next regular meeting of the Board of Directors, without notice other than by announcement at the meeting.

(b)At each meeting of the Board of Directors at which a quorum is present, all questions and business shall be determined by the affirmative vote of a majority of the directors present, unless a different vote be required by law, the Certificate of Incorporation or these Bylaws.

Section 4.9Action Without Meeting.  Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board of Directors or committee, as the case may be, consent thereto in writing or by electronic transmission, and such writing or writings or transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or committee.  Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 4.10Fees and Compensation.  Directors shall be entitled to such compensation for their services as may be approved by the Board of Directors, including, if so approved, by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, for attendance at each regular or special meeting of the Board of Directors and at any meeting of a committee of the Board of Directors.  Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity as an officer, agent, employee, or otherwise and receiving compensation therefor.

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Section 4.11Committees.

(a)Executive Committee.  The Board of Directors may appoint an Executive Committee to consist of one (1) or more members of the Board of Directors.  The Executive Committee, to the extent permitted by law and provided in the resolution of the Board of Directors shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the DGCL to be submitted to stockholders for approval, or (ii) adopting, amending or repealing any bylaw of the corporation.

(b)Other Committees.  The Board of Directors may, from time to time, appoint such other committees as may be permitted by law.  Such other committees appointed by the Board of Directors shall consist of one (1) or more members of the Board of Directors, and shall have such powers and perform such duties as may be prescribed by the resolution or resolutions creating such committees, but in no event shall any such committee have the powers denied to the Executive Committee in these Bylaws.

(c)Term.  The Board of Directors, subject to any requirements of any outstanding series of Preferred Stock and the provisions of subsections (a) or (b) of this Bylaw, may at any time increase or decrease the number of members of a committee or terminate the existence of a committee.  The membership of a committee member shall terminate on the date of his death or voluntary resignation from the committee or from the Board of Directors.  The Board of Directors may at any time for any reason remove any individual committee member and the Board of Directors may fill any committee vacancy created by death, resignation, removal or increase in the number of members of the committee.  The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee, and, in addition, in the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

(d)Meetings.  Unless the Board of Directors shall otherwise provide, regular meetings of the Executive Committee or any other committee appointed pursuant to this Section 4.11 shall be held at such times and places as are determined by the Board of Directors, or by any such committee, and when notice thereof has been given to each member of such committee, no further notice of such regular meetings need be given thereafter.  Special meetings of any such committee may be held at any place which has been determined from time to time by such committee, and may be called by any director who is a member of such committee, upon notice to the members of such committee of the time and place of such special meeting given in the manner provided for the giving of notice to members of the Board of Directors of the time and place of special meetings of the Board of Directors.  Notice of any special meeting of any committee may be waived in writing at any time before or after the meeting and will be waived by any director by attendance thereat, except when the director attends such special meeting for the express purpose of objecting, at the beginning of the meeting,

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to the transaction of any business because the meeting is not lawfully called or convened.  Unless otherwise provided by the Board of Directors in the resolutions authorizing the creation of the committee, a majority of the authorized number of members of any such committee shall constitute a quorum for the transaction of business, and the act of a majority of those present at any meeting at which a quorum is present shall be the act of such committee.

Section 4.12Organization.  At every meeting of the directors, the Chairman of the Board of Directors, or, if a Chairman has not been appointed or is absent, the President and Chief Executive Officer or if the President and Chief Executive Officer is absent, the most senior Vice President, (if a director) or, in the absence of any such person, a chairman of the meeting chosen by a majority of the directors present, shall preside over the meeting.  The Secretary, or in his absence, any Assistant Secretary directed to do so by the President and Chief Executive Officer, shall act as secretary of the meeting.

ARTICLE V
OFFICERS

Section 5.1Officers Designated.  The officers of the corporation shall include, if and when designated by the Board of Directors, the Chairman of the Board of Directors, the President, Chief Executive Officer, the Secretary and the Treasurer, all of whom shall be elected at the annual organizational meeting of the Board of Directors.  The Board of Directors may also appoint one or more Assistant Secretaries, Assistant Treasurers, Assistant Controllers and such other officers and agents with such powers and duties as it shall deem necessary.  The Board of Directors may assign such additional titles to one or more of the officers as it shall deem appropriate.  Any one person may hold any number of offices of the corporation at any one time unless specifically prohibited therefrom by law.  The salaries and other compensation of the officers of the corporation shall be fixed by or in the manner designated by the Board of Directors.

Section 5.2Tenure and Duties of Officers.

(a)General.  All officers shall hold office at the pleasure of the Board of Directors and until their successors shall have been duly elected and qualified, unless sooner removed.  Any officer elected or appointed by the Board of Directors may be removed at any time by the Board of Directors.  If the office of any officer becomes vacant for any reason, the vacancy may be filled by the Board of Directors.

(b)Duties of Chairman of the Board of Directors.  The Chairman of the Board of Directors, when present, shall preside at all meetings of the stockholders and the Board of Directors.  The Chairman of the Board of Directors shall perform other duties commonly incident to the office and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time.

(c)Duties of President and Chief Executive Officer.  The President and Chief Executive Officer shall preside at all meetings of the stockholders and at all meetings of the Board of Directors, unless the Chairman of the Board of Directors has been appointed and is present.

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(d)Duties of Secretary.  The Secretary shall attend all meetings of the stockholders and of the Board of Directors and shall record all acts and proceedings thereof in the minute book of the corporation.  The Secretary shall give notice in conformity with these Bylaws of all meetings of the stockholders and of all meetings of the Board of Directors and any committee thereof requiring notice.  The Secretary shall perform all other duties provided for in these Bylaws and other duties commonly incident to the office and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time.  The President and Chief Executive Officer may direct any Assistant Secretary to assume and perform the duties of the Secretary in the absence or disability of the Secretary, and each Assistant Secretary shall perform other duties commonly incident to the office and shall also perform such other duties and have such other powers as the Board of Directors or the President and Chief Executive Officer shall designate from time to time.

(e)Duties of Treasurer.  The Treasurer shall keep or cause to be kept the books of account of the corporation in a thorough and proper manner and shall render statements of the financial affairs of the corporation in such form and as often as required by the Board of Directors or the President and Chief Executive Officer.  The Treasurer, subject to the order of the Board of Directors, shall have the custody of all funds and securities of the corporation.  The Treasurer shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors or the President and Chief Executive Officer shall designate from time to time.

Section 5.3Delegation of Authority.  The Board of Directors may from time to time delegate the powers or duties of any officer to any other officer or agent, notwithstanding any provision hereof.

Section 5.4Resignations.  Any officer may resign at any time by giving notice in writing or by electronic transmission notice to the Board of Directors or to the President and Chief Executive Officer or to the Secretary.  Any such resignation shall be effective when received by the person or persons to whom such notice is given, unless a later time is specified therein, in which event the resignation shall become effective at such later time.  Unless otherwise specified in such notice, the acceptance of any such resignation shall not be necessary to make it effective.  Any resignation shall be without prejudice to the rights, if any, of the corporation under any contract with the resigning officer.

Section 5.5Removal.  Any officer may be removed from office at any time, either with or without cause, by the affirmative vote of a majority of the directors in office at the time, or by the unanimous written consent of the directors in office at the time, or by any committee or superior officers upon whom such power of removal may have been conferred by the Board of Directors.

ARTICLE VI
EXECUTION OF CORPORATE INSTRUMENTS AND VOTING
OF SECURITIES OWNED BY THE CORPORATION

Section 6.1Execution of Corporate Instruments.  The Board of Directors may, in its discretion, determine the method and designate the signatory officer or officers, or other

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person or persons, to execute on behalf of the corporation any corporate instrument or document, or to sign on behalf of the corporation the corporate name without limitation, or to enter into contracts on behalf of the corporation, except where otherwise provided by law or these Bylaws, and such execution or signature shall be binding upon the corporation.

All checks and drafts drawn on banks or other depositaries on funds to the credit of the corporation or in special accounts of the corporation shall be signed by such person or persons as the Board of Directors shall authorize so to do.

Unless authorized or ratified by the Board of Directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

Section 6.2Voting of Securities Owned by the Corporation.  All stock and other securities of other corporations owned or held by the corporation for itself, or for other parties in any capacity, shall be voted, and all proxies with respect thereto shall be executed, by the person authorized so to do by resolution of the Board of Directors, or, in the absence of such authorization, by the Chairman of the Board of Directors or the President and Chief Executive Officer.

ARTICLE VII
SHARES OF STOCK

Section 7.1Form and Execution of Certificates.  Certificates for the shares of stock of the corporation shall be in such form as is consistent with the Certificate of Incorporation and applicable law.  Every holder of stock in the corporation shall be entitled to have a certificate signed by or in the name of the corporation by the Chairman of the Board of Directors, or the President and Chief Executive Officer and by the Treasurer or Assistant Treasurer or the Secretary or Assistant Secretary, certifying the number of shares owned by him in the corporation.  Any or all of the signatures on the certificate may be facsimiles.  In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued with the same effect as if he were such officer, transfer agent, or registrar at the date of issue.  Each certificate shall state upon the face or back thereof, in full or in summary, all of the powers, designations, preferences, and rights, and the limitations or restrictions of the shares authorized to be issued or shall, except as otherwise required by law, set forth on the face or back a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional, or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.  Within a reasonable time after the issuance or transfer of uncertificated stock, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to this section or otherwise required by law or with respect to this section a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class

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of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Section 7.2Lost Certificates.  A new certificate or certificates shall be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed.  The corporation may require, as a condition precedent to the issuance of a new certificate or certificates, the owner of such lost, stolen, or destroyed certificate or certificates, or the owner’s legal representative, to agree to indemnify the corporation in such manner as it shall require or to give the corporation a surety bond in such form and amount as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen, or destroyed.

Section 7.3Transfers.

(a)Transfers of record of shares of stock of the corporation shall be made only upon its books by the holders thereof, in person or by attorney duly authorized, and upon the surrender of a properly endorsed certificate or certificates for a like number of shares.

(b)The corporation shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes of stock of the corporation to restrict the transfer of shares of stock of the corporation of any one or more classes owned by such stockholders in any manner not prohibited by the DGCL.

Section 7.4Fixing Record Dates.

(a)In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix, in advance, a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, subject to applicable law, not be more than sixty (60) nor less than ten (10) days before the date of such meeting.  If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.  A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

(b)In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors.  Any stockholder of record seeking to have the stockholders authorize or take corporate action by written consent shall, by written notice to the Secretary, request the Board of Directors to fix a record date.  The Board of Directors shall promptly, but in all events within ten

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(10) days after the date on which such a request is received, adopt a resolution fixing the record date.  If no record date has been fixed by the Board of Directors within ten (10) days of the date on which such a request is received, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded.  Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.  If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

(c)In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action.  If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

Section 7.5Registered Stockholders.  The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VIII
OTHER SECURITIES OF THE CORPORATION

Section 8.1Execution of Other Securities.  All bonds, debentures and other corporate securities of the corporation, other than stock certificates (covered in Section 7.1 of these Bylaws), may be signed by the Chairman of the Board of Directors, the President and Chief Executive Officer or any Vice President, or such other person as may be authorized by the Board of Directors, and the corporate seal impressed thereon or a facsimile of such seal imprinted thereon and attested by the signature of the Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer; provided, however, that where any such bond, debenture or other corporate security shall be authenticated by the manual signature, or where permissible facsimile signature, of a trustee under an indenture pursuant to which such bond, debenture or other corporate security shall be issued, the signatures of the persons signing and attesting the corporate seal on such bond, debenture or other corporate security may be the imprinted facsimile of the signatures of such persons.  Interest coupons appertaining to any such bond, debenture or other corporate security, authenticated by a trustee as aforesaid, shall be signed by the Treasurer or an

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Assistant Treasurer of the corporation or such other person as may be authorized by the Board of Directors, or bear imprinted thereon the facsimile signature of such person.  In case any officer who shall have signed or attested any bond, debenture or other corporate security, or whose facsimile signature shall appear thereon or on any such interest coupon, shall have ceased to be such officer before the bond, debenture or other corporate security so signed or attested shall have been delivered, such bond, debenture or other corporate security nevertheless may be adopted by the corporation and issued and delivered as though the person who signed the same or whose facsimile signature shall have been used thereon had not ceased to be such officer of the corporation.

ARTICLE IX
DIVIDENDS

Section 9.1Declaration of Dividends.  Dividends upon the capital stock of the corporation, subject to the provisions of the Certificate of Incorporation and applicable law, if any, may be declared by the Board of Directors pursuant to law at any regular or special meeting.  Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation and applicable law.

Section 9.2Dividend Reserve.  Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the Board of Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the Board of Directors shall think conducive to the interests of the corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.

ARTICLE X
FISCAL YEAR

Section 10.1Fiscal Year.  The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.

ARTICLE XI
INDEMNIFICATION

Section 11.1Indemnification of Directors, Executive Officers, Other Officers, Employees and Other Agents.

(a)Directors and Officers.  The corporation shall indemnify its directors and officers to the fullest extent not prohibited by the DGCL or any other applicable law; provided, however, that the corporation may modify the extent of such indemnification by individual contracts with its directors and officers; and, provided, further, that the corporation shall not be required to indemnify any director or officer in connection with any proceeding (or part thereof) initiated by such person unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the corporation, (iii) such indemnification is provided by the corporation, in its sole discretion, pursuant to the powers

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vested in the corporation under the DGCL or any other applicable law or (iv) such indemnification is required to be made under subsection (d).

(b)Employees and Other Agents.  The corporation shall have power to indemnify its employees and other agents as set forth in the DGCL or any other applicable law.  The Board of Directors shall have the power to delegate the determination of whether indemnification shall be given to any such person as the Board of Directors shall determine.

(c)Expenses.  The corporation shall advance to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request therefor, all expenses incurred by any director or officer in connection with such proceeding, provided, however, that, if the DGCL requires, an advancement of expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the corporation of an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such indemnitee is not entitled to be indemnified for such expenses under this Section 11.1 or otherwise.

Notwithstanding the foregoing, unless otherwise determined pursuant to paragraph (e) of this Bylaw, no advance shall be made by the corporation to an officer of the corporation (except by reason of the fact that such officer is or was a director of the corporation, in which event this paragraph shall not apply) in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made (i) by a majority vote of a quorum consisting of directors who were not parties to the proceeding, even if not a quorum, or (ii) by a committee of such directors designated by a majority of such directors, even though less than a quorum, or (iii) if there are no such directors, or such directors so direct, by independent legal counsel in a written opinion, that the facts known to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the corporation.

(d)Enforcement.  Without the necessity of entering into an express contract, all rights to indemnification and advances to directors and officers under this Bylaw shall be deemed to be contractual rights and be effective to the same extent and as if provided for in a contract between the corporation and the director or officer.  Any right to indemnification or advances granted by this Bylaw to a director or officer shall be enforceable by or on behalf of the person holding such right in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor.  The claimant in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting the claim.  In connection with any claim for indemnification, the corporation shall be entitled to raise as a defense to any such action that the claimant has not met the standards of conduct that make it

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permissible under the DGCL or any other applicable law for the corporation to indemnify the claimant for the amount claimed.  In connection with any claim by an officer of the corporation (except in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such officer is or was a director of the corporation) for advances, the corporation shall be entitled to raise a defense as to any such action clear and convincing evidence that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the corporation, or with respect to any criminal action or proceeding that such person acted without reasonable cause to believe that his conduct was lawful.  Neither the failure of the corporation (including its Board of Directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct set forth in the DGCL or any other applicable law, nor an actual determination by the corporation (including its Board of Directors, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that claimant has not met the applicable standard of conduct.

(e)Non Exclusivity of Rights.  The rights conferred on any person by this Bylaw shall not be exclusive of any other right which such person may have or hereafter acquire under any applicable statute, provision of the Certificate of Incorporation, Bylaws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding office.  The corporation is specifically authorized to enter into individual contracts with any or all of its directors, officers, employees or agents respecting indemnification and advances, to the fullest extent not prohibited by the DGCL or any other applicable law.

(f)Survival of Rights.  The rights conferred on any person by this Bylaw shall continue as to a person who has ceased to be a director, officer, employee or other agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

(g)Insurance.  To the fullest extent permitted by the DGCL, or any other applicable law, the corporation, upon approval by the Board of Directors, may purchase insurance on behalf of any person required or permitted to be indemnified pursuant to this Bylaw.

(h)Amendments.  Any repeal or modification of this Bylaw shall only be prospective and shall not affect the rights under this Bylaw in effect at the time of the alleged occurrence of any action or omission to act that is the cause of any proceeding against any agent of the corporation.

(i)Saving Clause.  If this Bylaw or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the corporation shall nevertheless indemnify each director and officer to the full extent not prohibited by any applicable portion of this Bylaw that shall not have been invalidated, or by any other applicable law.  If this Section 11.1 shall be invalid due to the application of the indemnification provisions of another jurisdiction, then the corporation shall indemnify each director and officer to the full extent under applicable law.

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(j)Certain Definitions.  For the purposes of this Bylaw, the following definitions shall apply:

(1)The term “proceeding” shall be broadly construed and shall include, without limitation, the investigation, preparation, prosecution, defense, settlement, arbitration and appeal of, and the giving of testimony in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative.

(2)The term “expenses” shall be broadly construed and shall include, without limitation, court costs, attorneys’ fees, witness fees, fines, amounts paid in settlement or judgment and any other costs and expenses of any nature or kind incurred in connection with any proceeding.

(3)The term the “corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Bylaw with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.

(4)References to a “director,” “executive officer,” “officer,” “employee,” or “agent” of the corporation shall include, without limitation, situations where such person is serving at the request of the corporation as, respectively, a director, executive officer, officer, employee, trustee or agent of another corporation, partnership, joint venture, trust or other enterprise.

(5)References to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this Bylaw.

ARTICLE XII
NOTICES

Section 12.1Notices.

(a)Notice to Stockholders.  Whenever, under any provisions of these Bylaws, notice is required to be given to any stockholder, it shall be given in writing, timely

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and duly deposited in the United States mail, postage prepaid, and addressed to his last known post office address as shown by the stock record of the corporation or its transfer agent.

(b)Notice to Directors.  Any notice required to be given to any director may be given by the method stated in subsection (a), or as provided for in Section 4.7 of these Bylaws.  If such notice is not delivered personally, it shall be sent to such address as such director shall have filed in writing with the Secretary, or, in the absence of such filing, to the last known post office address of such director.

(c)Affidavit of Mailing.  An affidavit of mailing, executed by a duly authorized and competent employee of the corporation or its transfer agent appointed with respect to the class of stock affected or other agent, specifying the name and address or the names and addresses of the stockholder or stockholders, or director or directors, to whom any such notice or notices was or were given, and the time and method of giving the same, shall in the absence of fraud, be prima facie evidence of the facts therein contained.

(d)Methods of Notice.  It shall not be necessary that the same method of giving notice be employed in respect of all recipients of notice, but one permissible method may be employed in respect of any one or more, and any other permissible method or methods may be employed in respect of any other or others,

(e)Notice to Person with Whom Communication Is Unlawful.  Whenever notice is required to be given, under any provision of law or of the Certificate of Incorporation or Bylaws of the corporation, to any person with whom communication is unlawful, the giving of such notice to such person shall not be required and there shall be no duty to apply to any governmental authority or agency for a license or permit to give such notice to such person.  Any action or meeting which shall be taken or held without notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given.  In the event that the action taken by the corporation is such as to require the filing of a certificate under any provision of the DGCL, the certificate shall state, if such is the fact and if notice is required, that notice was given to all persons entitled to receive notice except such persons with whom communication is unlawful.

ARTICLE XIII
AMENDMENTS

Section 13.1Amendments.  The Board of Directors is expressly empowered to adopt, amend or repeal Bylaws of the corporation.  The stockholders shall also have power to adopt, amend or repeal the Bylaws of the corporation; provided, however, that, in addition to any vote of the holders of any class or series of stock of the corporation required by law or by the Certificate of Incorporation, the affirmative vote of the holders of at least a majority of the voting power of all of the then-outstanding shares of the capital stock of the corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to adopt, amend or repeal any provision of the Bylaws of the corporation.

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ARTICLE XIV
LOANS TO OFFICERS

Section 14.1Loans to Officers.  The corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiaries, including any officer or employee who is a director of the corporation or its subsidiaries, whenever, in the judgment of the Board of Directors, such loan, guarantee or assistance may reasonably be expected to benefit the corporation.  The loan, guarantee or other assistance may be with or without interest and may be unsecured, or secured in such manner as the Board of Directors shall approve, including, without limitation, a pledge of shares of stock of the corporation.  Nothing in these Bylaws shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the corporation at common law or under any statute.

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CERTIFICATE OF SECRETARY

I hereby certify that:

I am the duly elected and acting Secretary of Nevada Red Rock Ambulance, Inc., a Delaware corporation (the “Corporation”); and

Attached hereto is a complete and accurate copy of the Bylaws of the Corporation as duly adopted by the Board of Directors of the Corporation by Written Consent on the date hereof and said Bylaws are presently in effect.

IN WITNESS WHEREOF, I have hereunto subscribed my name as of the 8th day of June, 2007.

/s/ Todd Zimmerman

Todd Zimmerman, Secretary

EX-3.189

Exhibit 3.189

CERTIFICATE OF INCORPORATION

OF

NEVADA RED ROCK HOLDINGS, INC.

The undersigned, a natural person (the “Sole Incorporator”), for the purpose of organizing a corporation to conduct business and promote the purposes hereinafter stated, under the provisions and subject to the requirements of the laws of the State of Delaware hereby certifies that:

I.

The name of this corporation is Nevada Red Rock Holdings, Inc.

II.

The address of the registered office of the corporation in the State of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle, and the name of the registered agent of the corporation in the State of Delaware at such address is The Corporation Trust Company.

III.

The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the DGCL.

IV.

This corporation is authorized to issue only one class of stock, to be designated Common Stock.  The total number of shares of Common Stock presently authorized is one thousand (1,000), each having a par value of $0.0001.

V.

A.The management of the business and the conduct of the affairs of the corporation shall be vested in its Board of Directors.  The number of directors that shall constitute the whole Board of Directors shall be fixed by the Board of Directors in the manner provided in the Bylaws.

B.The Board of Directors is expressly empowered to adopt, amend or repeal the Bylaws of the corporation.  The stockholders shall also have power to adopt, amend or repeal the Bylaws of the corporation; provided, however, that, in addition to any vote of the holders of any class or series of stock of the corporation required by law or by this Certificate of Incorporation,

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the affirmative vote of the holders of at least a majority of the voting power of all of the then-outstanding shares of the capital stock of the corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to adopt, amend or repeal any provision of the Bylaws of the corporation.

VI.

A.The liability of the directors for monetary damages shall be eliminated to the fullest extent under applicable law.  If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.

B.Any repeal or modification of this Article VI shall be prospective and shall not affect the rights under this Article VI in effect at the time of the alleged occurrence of any act or omission to act giving rise to liability or indemnification.

VII.

The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon the stockholders herein are granted subject to this reservation.

VIII.

The name and mailing address of the Sole Incorporator is as follows:

Megan Wesley

Holme Roberts & Owen LLP

1700 Lincoln Street, Ste. 4100

Denver, CO 80203

In Witness Whereof, this Certificate has been subscribed this 13th day of April, 2007 by the undersigned who affirms that the statements made herein are true and correct.

/s/ Megan Wesley

Megan Wesley, Sole Incorporator

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CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

AND OF REGISTERED AGENT

OF

NEVADA RED ROCK HOLDINGS, INC.

It is hereby certified that:

1.The name of the corporation (hereinafter called the “corporation”) is:

NEVADA RED ROCK HOLDINGS, INC.

2.The registered office of the corporation within the State of Delaware is hereby changed to 2711 Centerville Road, Suite 400, City of Wilmington 19808, County of New Castle.

3.The registered agent of the corporation within the State of Delaware is hereby changed to Corporation Service Company, the business office of which is identical with the registered office of the corporation as hereby changed.

4.The corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on 10/11, 2007
	/s/ William A. Sanger
	Name:	WILLIAM A. SANGER
	Title:	CEO

EX-3.190

Exhibit 3.190

BYLAWS

OF

NEVADA RED ROCK HOLDINGS, INC.

(A DELAWARE CORPORATION)

TABLE OF CONTENTS

ARTICLE I Offices		1
Section 1.1	Registered Office	1
Section 1.2	Other Offices	1
ARTICLE II Corporate Seal		1
Section 2.1	Corporate Seal	1
ARTICLE III Stockholders’ Meetings		1
Section 3.1	Place of Meetings	1
Section 3.2	Annual Meeting	1
Section 3.3	Special Meetings	2
Section 3.4	Notice of Meetings	2
Section 3.5	Quorum	2
Section 3.6	Adjournment and Notice of Adjourned Meetings	3
Section 3.7	Voting Rights	3
Section 3.8	Joint Owners of Stock	3
Section 3.9	List of Stockholders	4
Section 3.10	Action Without Meeting	4
Section 3.11	Organization	5
ARTICLE IV Directors		6
Section 4.1	Number and Term of Office	6
Section 4.2	Powers	6
Section 4.3	Term of Directors	6
Section 4.4	Vacancies	6
Section 4.5	Resignation	7

Section 4.6	Removal	7
Section 4.7	Meetings	7
Section 4.8	Quorum and Voting	8
Section 4.9	Action Without Meeting	8
Section 4.10	Fees and Compensation	8
Section 4.11	Committees	9
Section 4.12	Organization	10
ARTICLE V Officers		10
Section 5.1	Officers Designated	10
Section 5.2	Tenure and Duties of Officers	10
Section 5.3	Delegation of Authority	11
Section 5.4	Resignations	11
Section 5.5	Removal	11
ARTICLE VI Execution Of Corporate Instruments And Voting Of Securities Owned By The Corporation		11
Section 6.1	Execution of Corporate Instruments	11
Section 6.2	Voting of Securities Owned by the Corporation	12
ARTICLE VII Shares Of Stock		12
Section 7.1	Form and Execution of Certificates	12
Section 7.2	Lost Certificates	13
Section 7.3	Transfers	13
Section 7.4	Fixing Record Dates	13
Section 7.5	Registered Stockholders	14
ARTICLE VIII Other Securities Of The Corporation		14
Section 8.1	Execution of Other Securities	14

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ARTICLE IX Dividends		15
Section 9.1	Declaration of Dividends	15
Section 9.2	Dividend Reserve	15
ARTICLE X Fiscal Year		15
Section 10.1	Fiscal Year	15
ARTICLE XI Indemnification		15
Section 11.1	Indemnification of Directors, Executive Officers, Other Officers, Employees and Other Agents	15
ARTICLE XII Notices		18
Section 12.1	Notices	18
ARTICLE XIII Amendments		19
Section 13.1	Amendments	19
ARTICLE XIV Loans To Officers		20
Section 14.1	Loans to Officers	20

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BYLAWS

OF

NEVADA RED ROCK HOLDINGS, INC.

(A DELAWARE CORPORATION)

ARTICLE I
OFFICES

Section 1.1            Registered Office.  The registered office of the corporation in the State of Delaware shall be as set forth in the Certificate of Incorporation, unless changed as provided by law.

Section 1.2            Other Offices.  The corporation shall also have and maintain an office or principal place of business at such place as may be fixed by the Board of Directors, and may also have offices at such other places, both within and without the State of Delaware, as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II
CORPORATE SEAL

Section 2.1            Corporate Seal.  The Board of Directors may adopt a corporate seal.  The corporate seal shall consist of a die bearing the name of the corporation and the inscription, “Corporate Seal Delaware.” Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

ARTICLE III
STOCKHOLDERS’ MEETINGS

Section 3.1            Place of Meetings.  Meetings of the stockholders of the corporation may be held at such place, either within or without the State of Delaware, as may be determined from time to time by the Board of Directors.  The Board of Directors may, in its sole discretion, determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication as provided under the Delaware General Corporation Law (“DGCL”).

Section 3.2            Annual Meeting.  An annual meeting of the stockholders shall be held on such date and at such time as may be designated from time to time by the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may be properly brought before the meeting.  If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day.  If the election of directors shall not be held on the day designated herein for any annual meeting of the stockholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a meeting of the stockholders as soon thereafter as conveniently may be.  Failure to hold an annual meeting as required by these Bylaws shall not invalidate any action taken by the Board of Directors or officers of the corporation.

Section 3.3            Special Meetings.

(a)           Special meetings of the stockholders of the corporation may be called, for any purpose or purposes, by (i) the President and Chief Executive Officer or the Board of Directors, or (ii) by the holders of shares entitled to cast not less than ten percent (10%) of the votes at the meeting and shall be held at such place, on such date, and at such time as the Board of Directors shall fix.

(b)           If a special meeting is properly called by any person or persons other than the Board of Directors, the request shall be in writing, specifying the general nature of the business proposed to be transacted, and shall be delivered personally or sent by certified or registered mail, return receipt requested, or by telegraphic or other facsimile transmission to the Chairman of the Board of Directors, the President and Chief Executive Officer or the Secretary of the corporation.  No business may be transacted at such special meeting otherwise than specified in such notice.  The Board of Directors shall determine the time and place of such special meeting, which shall be held not less than thirty-five (35) nor more than one hundred twenty (120) days after the date of the receipt of the request.  Upon determination of the time and place of the meeting, the officer receiving the request shall cause notice to be given to the stockholders entitled to vote, in accordance with the provisions of Section 3.4 of these Bylaws.  Nothing contained in this paragraph (b) shall be construed as limiting, fixing, or affecting the time when a meeting of stockholders called by action of the Board of Directors may be held.

Section 3.4            Notice of Meetings.  Except as otherwise provided by law or the Certificate of Incorporation, notice, given in writing or by electronic transmission, of each meeting of stockholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting, such notice to specify the place, if any, date and hour and purpose or purposes of the meeting and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting.  Notice of the time, place, if any, and purpose of any meeting of stockholders may be waived in writing, signed by the person entitled to notice thereof or by electronic transmission by such person, either before or after such meeting, and will be waived by any stockholder by his attendance thereat in person, by remote communication, if applicable, or by proxy, except when the stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.  Any stockholder so waiving notice of such meeting shall be bound by the proceedings of any such meeting in all respects as if due notice thereof had been given.

Section 3.5            Quorum.  At all meetings of stockholders, except where otherwise provided by statute or by the Certificate of Incorporation, or by these Bylaws, the presence, in person, by remote communication, if applicable, or by proxy duly authorized, of the holders of a majority of the outstanding shares of stock entitled to vote shall constitute a quorum for the transaction of business.  In the absence of a quorum, any meeting of stockholders may be adjourned, from time to time, either by the chairman of the meeting or by vote of the holders of a majority of the shares represented thereat, but no other business shall be transacted at such meeting.  The stockholders present at a duly called or convened meeting, at which a quorum is present, may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.  Except as otherwise provided by statute, or by

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the Certificate of Incorporation or these Bylaws, in all matters other than the election of directors, the affirmative vote of a majority of shares present in person, by remote communication, if applicable, or represented by proxy duly authorized at the meeting and entitled to vote generally on the subject matter shall be the act of the stockholders.  Except as otherwise provided by statute, the Certificate of Incorporation or these Bylaws, directors shall be elected by a plurality of the votes of the shares present in person, by remote communication, if applicable, or represented by proxy duly authorized at the meeting and entitled to vote generally on the election of directors.  Where a separate vote by a class or classes or series is required, except where otherwise provided by the statute or by the Certificate of Incorporation or these Bylaws, a majority of the outstanding shares of such class or classes or series, present in person, by remote communication, if applicable, or represented by proxy duly authorized, shall constitute a quorum entitled to take action with respect to that vote on that matter.  Except where otherwise provided by statute or by the Certificate of Incorporation or these Bylaws, the affirmative vote of the majority (plurality, in the case of the election of directors) of shares of such class or classes or series present in person, by remote communication, if applicable, or represented by proxy at the meeting shall be the act of such class or classes or series.

Section 3.6            Adjournment and Notice of Adjourned Meetings.  Any meeting of stockholders, whether annual or special, may be adjourned from time to time either by the chairman of the meeting or by the vote of a majority of the shares present in person, by remote communication, if applicable, or represented by proxy.  When a meeting is adjourned to another time or place, if any, notice need not be given of the adjourned meeting if the time and place, if any, thereof are announced at the meeting at which the adjournment is taken.  At the adjourned meeting, the corporation may transact any business which might have been transacted at the original meeting.  If the adjournment is for more than thirty (30) days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 3.7            Voting Rights.  For the purpose of determining those stockholders entitled to vote at any meeting of the stockholders, except as otherwise provided by law, only persons in whose names shares stand on the stock records of the corporation on the record date, as provided in Section 3.9 of these Bylaws, shall be entitled to vote at any meeting of stockholders.  Every person entitled to vote or execute consents shall have the right to do so either in person, by remote communication, if applicable, or by an agent or agents authorized by a proxy granted in accordance with Delaware law.  An agent so appointed need not be a stockholder.  No proxy shall be voted after three (3) years from its date of creation unless the proxy provides for a longer period.

Section 3.8            Joint Owners of Stock.  If shares or other securities having voting power stand of record in the names of two (2) or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety, or otherwise, or if two (2) or more persons have the same fiduciary relationship respecting the same shares, unless the Secretary is given written notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting shall have the following effect: (a) if only one (1) votes, his act binds all; (b) if more than one (1) votes, the act of the majority so voting binds all; (c) if more than one (1) votes, but the vote is evenly split on any particular matter, each faction may vote the securities in question

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proportionally, or may apply to the Delaware Court of Chancery for relief as provided in the DGCL, Section 217(b).  If the instrument filed with the Secretary shows that any such tenancy is held in unequal interests, a majority or even-split for the purpose of subsection (c) shall be a majority or even-split in interest.

Section 3.9            List of Stockholders.  The Secretary shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at said meeting, arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder.  Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours at the principal place of business of the corporation, or on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting.  In the even that the corporation determines to make the list available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to stockholders of the corporation.  The list shall be open to examination by any stockholder during the time of the meeting as provided by law produced and kept at the time and place of meeting during the whole time thereof and may be inspected by any stockholder who is present.

Section 3.10         Action Without Meeting.

(a)           Unless otherwise provided in the Certificate of Incorporation, any action required by statute to be taken at any annual or special meeting of the stockholders, or any action which may be taken at any annual or special meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, or by electronic transmission setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

(b)           Every written consent or electronic transmission shall bear the date of signature of each stockholder who signs the consent, and no written consent or electronic transmission shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered to the corporation in the manner herein required, written consents or electronic transmissions signed by a sufficient number of stockholders to take action are delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded.  Delivery made to a corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.

(c)           Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing or by electronic transmission and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of stockholders to take action were delivered to the corporation as provided in Section 228(c) of the DGCL.  If the action which is consented to is such as would have required the filing of a certificate under any section of the

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DGCL if such action had been voted on by stockholders at a meeting thereof, then the certificate filed under such section shall state, in lieu of any statement required by such section concerning any vote of stockholders, that written consent has been given in accordance with Section 228 of the DGCL.

(d)           A telegram, cablegram or other electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxyholder, shall be deemed to be written, signed and dated for the purposes of this section, provided that any such telegram, cablegram or other electronic transmission sets forth or is delivered with information from which the corporation can determine (i) that the telegram, cablegram or other electronic transmission was transmitted by the stockholder or proxyholder or by a person or persons authorized to act for the stockholder and (ii) the date on which such stockholder or proxyholder or authorized person or persons transmitted such telegram, cablegram or electronic transmission.  The date on which such telegram, cablegram or electronic transmission is transmitted shall be deemed to be the date on which such consent was signed.  No consent given by telegram, cablegram or other electronic transmission shall be deemed to have been delivered until such consent is reproduced in paper form and until such paper form shall be delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded.  Delivery made to a corporation’s registered office shall be made by hand or by certified or registered mail, return receipt requested.  Notwithstanding the foregoing limitations on delivery, consents given by telegram, cablegram or other electronic transmission may be otherwise delivered to the principal place of business of the corporation or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded if, to the extent and in the manner provided by resolution of the Board of Directors of the corporation.  Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.

Section 3.11         Organization.

(a)           At every meeting of stockholders, the Chairman of the Board of Directors, or, if a Chairman has not been appointed or is absent, the President and Chief Executive Officer, or, if the President and Chief Executive Officer is absent, a chairman of the meeting chosen by a majority in interest of the stockholders entitled to vote, present in person or by proxy, shall act as chairman.  The Secretary, or, in his absence, an Assistant Secretary directed to do so by the President and Chief Executive Officer, shall act as secretary of the meeting.

(b)           The Board of Directors of the corporation shall be entitled to make such rules or regulations for the conduct of meetings of stockholders as it shall deem necessary, appropriate or convenient.  Subject to such rules and regulations of the Board of Directors, if any, the chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are necessary, appropriate or convenient for the proper conduct of the meeting, including, without limitation, establishing an agenda or order of business for the meeting, rules and procedures for maintaining order at the meeting and the safety of those present, limitations on participation in

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such meeting to stockholders of record of the corporation and their duly authorized and constituted proxies and such other persons as the chairman shall permit, restrictions on entry to the meeting after the time fixed for the commencement thereof, limitations on the time allotted to questions or comments by participants and regulation of the opening and closing of the polls for balloting on matters which are to be voted on by ballot.  The date and time of the opening and closing of the polls for each matter upon which the stockholders will vote at the meeting shall be announced at the meeting.  Unless and to the extent determined by the Board of Directors or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with rules of parliamentary procedure.

ARTICLE IV
DIRECTORS

Section 4.1            Number and Term of Office.

The authorized number of directors of the corporation shall be fixed by the Board of Directors from time to time.

Directors need not be stockholders unless so required by the Certificate of Incorporation.  If for any cause, the directors shall not have been elected at an annual meeting, they may be elected as soon thereafter as convenient.

Section 4.2            Powers.  The powers of the corporation shall be exercised, its business conducted and its property controlled by the Board of Directors, except as may be otherwise provided by statute or by the Certificate of Incorporation.

Section 4.3            Term of Directors.  Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, directors shall be elected at each annual meeting of stockholders for a term of one year.  Each director shall serve until his successor is duly elected and qualified or until his death, resignation or removal.  No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

Section 4.4            Vacancies.  Unless otherwise provided in the Certificate of Incorporation, and subject to the rights of the holders of any series of Preferred Stock, any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other causes and any newly created directorships resulting from any increase in the number of directors shall, unless the Board of Directors determines by resolution that any such vacancies or newly created directorships shall be filled by stockholders, be filled only by the affirmative vote of a majority of the directors then in office, even though less than a quorum of the Board of Directors.  Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the director for which the vacancy was created or occurred and until such director’s successor shall have been elected and qualified.  A vacancy in the Board of Directors shall be deemed to exist under this Bylaw in the case of the death, removal or resignation of any director.

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Section 4.5            Resignation.  Any director may resign at any time by delivering his or her notice in writing or by electronic transmission to the Secretary, such resignation to specify whether it will be effective at a particular time, upon receipt by the Secretary or at the pleasure of the Board of Directors.  If no such specification is made, it shall be deemed effective at the pleasure of the Board of Directors.  When one or more directors shall resign from the Board of Directors, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each Director so chosen shall hold office for the unexpired portion of the term of the Director whose place shall be vacated and until his successor shall have been duly elected and qualified.

Section 4.6            Removal.  Subject to any limitations imposed by applicable law, the Board of Directors or any director may be removed from office at any time (i) with cause by the affirmative vote of the holders of a majority of the voting power of all then-outstanding shares of capital stock of the corporation entitled to vote generally at an election of directors or (ii) without cause by the affirmative vote of the holders of a majority of the voting power of all then-outstanding shares of capital stock of the corporation, entitled to vote generally at an election of directors.

Section 4.7            Meetings.

(a)           Regular Meetings.  Unless otherwise restricted by the Certificate of Incorporation, regular meetings of the Board of Directors may be held at any time or date and at any place within or without the State of Delaware which has been designated by the Board of Directors and publicized among all directors, either orally or in writing, including a voice-messaging system or other system designated to record and communicate messages, facsimile, telegraph or telex, or by electronic mail or other electronic means.  No further notice shall be required for a regular meeting of the Board of Directors.

(b)           Special Meetings.  Unless otherwise restricted by the Certificate of Incorporation, special meetings of the Board of Directors may be held at any time and place within or without the State of Delaware whenever called by the Chairman of the Board, the President and Chief Executive Officer, or any director.

(c)           Meetings by Electronic Communications Equipment.  Any member of the Board of Directors, or of any committee thereof, may participate in a meeting by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.

(d)           Notice of Special Meetings.  Notice of the time and place of all special meetings of the Board of Directors shall be orally or in writing, by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, facsimile, telegraph or telex, or by electronic mail or other electronic means, during normal business hours, at least twenty-four (24) hours before the date and time of the meeting, or sent in writing to each director by first class mail, postage prepaid, at least three (3) days before the date of the meeting.  Notice of any meeting may be waived in writing or by electronic

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transmission at any time before or after the meeting and will be waived by any director by attendance thereat, except when the director attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

(e)           Waiver of Notice.  The transaction of all business at any meeting of the Board of Directors, or any committee thereof, however called or noticed, or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present and if, either before or after the meeting, each of the directors not present who did not receive notice shall sign a written waiver of notice or shall waive notice by electronic transmission.  All such waivers shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 4.8            Quorum and Voting.

(a)           Unless the Certificate of Incorporation requires a greater number, a quorum of the Board of Directors shall consist of a majority of the exact number of directors fixed from time to time by the Board of Directors in accordance with the Certificate of Incorporation; provided, however, at any meeting, whether a quorum be present or otherwise, a majority of the directors present may adjourn from time to time until the time fixed for the next regular meeting of the Board of Directors, without notice other than by announcement at the meeting.

(b)           At each meeting of the Board of Directors at which a quorum is present, all questions and business shall be determined by the affirmative vote of a majority of the directors present, unless a different vote be required by law, the Certificate of Incorporation or these Bylaws.

Section 4.9            Action Without Meeting.  Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board of Directors or committee, as the case may be, consent thereto in writing or by electronic transmission, and such writing or writings or transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or committee.  Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 4.10         Fees and Compensation.  Directors shall be entitled to such compensation for their services as may be approved by the Board of Directors, including, if so approved, by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, for attendance at each regular or special meeting of the Board of Directors and at any meeting of a committee of the Board of Directors.  Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity as an officer, agent, employee, or otherwise and receiving compensation therefor.

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Section 4.11         Committees.

(a)           Executive Committee.  The Board of Directors may appoint an Executive Committee to consist of one (1) or more members of the Board of Directors.  The Executive Committee, to the extent permitted by law and provided in the resolution of the Board of Directors shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the DGCL to be submitted to stockholders for approval, or (ii) adopting, amending or repealing any bylaw of the corporation.

(b)           Other Committees.  The Board of Directors may, from time to time, appoint such other committees as may be permitted by law.  Such other committees appointed by the Board of Directors shall consist of one (1) or more members of the Board of Directors, and shall have such powers and perform such duties as may be prescribed by the resolution or resolutions creating such committees, but in no event shall any such committee have the powers denied to the Executive Committee in these Bylaws.

(c)           Term.  The Board of Directors, subject to any requirements of any outstanding series of Preferred Stock and the provisions of subsections (a) or (b) of this Bylaw, may at any time increase or decrease the number of members of a committee or terminate the existence of a committee.  The membership of a committee member shall terminate on the date of his death or voluntary resignation from the committee or from the Board of Directors.  The Board of Directors may at any time for any reason remove any individual committee member and the Board of Directors may fill any committee vacancy created by death, resignation, removal or increase in the number of members of the committee.  The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee, and, in addition, in the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

(d)           Meetings.  Unless the Board of Directors shall otherwise provide, regular meetings of the Executive Committee or any other committee appointed pursuant to this Section 4.11 shall be held at such times and places as are determined by the Board of Directors, or by any such committee, and when notice thereof has been given to each member of such committee, no further notice of such regular meetings need be given thereafter.  Special meetings of any such committee may be held at any place which has been determined from time to time by such committee, and may be called by any director who is a member of such committee, upon notice to the members of such committee of the time and place of such special meeting given in the manner provided for the giving of notice to members of the Board of Directors of the time and place of special meetings of the Board of Directors.  Notice of any special meeting of any committee may be waived in writing at any time before or after the meeting and will be waived by any director by attendance thereat, except when the director attends such special meeting for the express purpose of objecting, at the beginning of the meeting,

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to the transaction of any business because the meeting is not lawfully called or convened.  Unless otherwise provided by the Board of Directors in the resolutions authorizing the creation of the committee, a majority of the authorized number of members of any such committee shall constitute a quorum for the transaction of business, and the act of a majority of those present at any meeting at which a quorum is present shall be the act of such committee.

Section 4.12           Organization.  At every meeting of the directors, the Chairman of the Board of Directors, or, if a Chairman has not been appointed or is absent, the President and Chief Executive Officer or if the President and Chief Executive Officer is absent, the most senior Vice President, (if a director) or, in the absence of any such person, a chairman of the meeting chosen by a majority of the directors present, shall preside over the meeting.  The Secretary, or in his absence, any Assistant Secretary directed to do so by the President and Chief Executive Officer, shall act as secretary of the meeting.

ARTICLE V
OFFICERS

Section 5.1            Officers Designated.  The officers of the corporation shall include, if and when designated by the Board of Directors, the Chairman of the Board of Directors, the President, Chief Executive Officer, the Secretary and the Treasurer, all of whom shall be elected at the annual organizational meeting of the Board of Directors.  The Board of Directors may also appoint one or more Assistant Secretaries, Assistant Treasurers, Assistant Controllers and such other officers and agents with such powers and duties as it shall deem necessary.  The Board of Directors may assign such additional titles to one or more of the officers as it shall deem appropriate.  Any one person may hold any number of offices of the corporation at any one time unless specifically prohibited therefrom by law.  The salaries and other compensation of the officers of the corporation shall be fixed by or in the manner designated by the Board of Directors.

Section 5.2            Tenure and Duties of Officers.

(a)           General.  All officers shall hold office at the pleasure of the Board of Directors and until their successors shall have been duly elected and qualified, unless sooner removed.  Any officer elected or appointed by the Board of Directors may be removed at any time by the Board of Directors.  If the office of any officer becomes vacant for any reason, the vacancy may be filled by the Board of Directors.

(b)           Duties of Chairman of the Board of Directors.  The Chairman of the Board of Directors, when present, shall preside at all meetings of the stockholders and the Board of Directors.  The Chairman of the Board of Directors shall perform other duties commonly incident to the office and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time.

(c)           Duties of President and Chief Executive Officer.  The President and Chief Executive Officer shall preside at all meetings of the stockholders and at all meetings of the Board of Directors, unless the Chairman of the Board of Directors has been appointed and is present.

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(d)           Duties of Secretary.  The Secretary shall attend all meetings of the stockholders and of the Board of Directors and shall record all acts and proceedings thereof in the minute book of the corporation.  The Secretary shall give notice in conformity with these Bylaws of all meetings of the stockholders and of all meetings of the Board of Directors and any committee thereof requiring notice.  The Secretary shall perform all other duties provided for in these Bylaws and other duties commonly incident to the office and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time.  The President and Chief Executive Officer may direct any Assistant Secretary to assume and perform the duties of the Secretary in the absence or disability of the Secretary, and each Assistant Secretary shall perform other duties commonly incident to the office and shall also perform such other duties and have such other powers as the Board of Directors or the President and Chief Executive Officer shall designate from time to time.

(e)           Duties of Treasurer.  The Treasurer shall keep or cause to be kept the books of account of the corporation in a thorough and proper manner and shall render statements of the financial affairs of the corporation in such form and as often as required by the Board of Directors or the President and Chief Executive Officer.  The Treasurer, subject to the order of the Board of Directors, shall have the custody of all funds and securities of the corporation.  The Treasurer shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors or the President and Chief Executive Officer shall designate from time to time.

Section 5.3            Delegation of Authority.  The Board of Directors may from time to time delegate the powers or duties of any officer to any other officer or agent, notwithstanding any provision hereof.

Section 5.4            Resignations.  Any officer may resign at any time by giving notice in writing or by electronic transmission notice to the Board of Directors or to the President and Chief Executive Officer or to the Secretary.  Any such resignation shall be effective when received by the person or persons to whom such notice is given, unless a later time is specified therein, in which event the resignation shall become effective at such later time.  Unless otherwise specified in such notice, the acceptance of any such resignation shall not be necessary to make it effective.  Any resignation shall be without prejudice to the rights, if any, of the corporation under any contract with the resigning officer.

Section 5.5            Removal.  Any officer may be removed from office at any time, either with or without cause, by the affirmative vote of a majority of the directors in office at the time, or by the unanimous written consent of the directors in office at the time, or by any committee or superior officers upon whom such power of removal may have been conferred by the Board of Directors.

ARTICLE VI
EXECUTION OF CORPORATE INSTRUMENTS AND VOTING
OF SECURITIES OWNED BY THE CORPORATION

Section 6.1            Execution of Corporate Instruments.  The Board of Directors may, in its discretion, determine the method and designate the signatory officer or officers, or other

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person or persons, to execute on behalf of the corporation any corporate instrument or document, or to sign on behalf of the corporation the corporate name without limitation, or to enter into contracts on behalf of the corporation, except where otherwise provided by law or these Bylaws, and such execution or signature shall be binding upon the corporation.

All checks and drafts drawn on banks or other depositaries on funds to the credit of the corporation or in special accounts of the corporation shall be signed by such person or persons as the Board of Directors shall authorize so to do.

Unless authorized or ratified by the Board of Directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

Section 6.2            Voting of Securities Owned by the Corporation.  All stock and other securities of other corporations owned or held by the corporation for itself, or for other parties in any capacity, shall be voted, and all proxies with respect thereto shall be executed, by the person authorized so to do by resolution of the Board of Directors, or, in the absence of such authorization, by the Chairman of the Board of Directors or the President and Chief Executive Officer.

ARTICLE VII
SHARES OF STOCK

Section 7.1            Form and Execution of Certificates.  Certificates for the shares of stock of the corporation shall be in such form as is consistent with the Certificate of Incorporation and applicable law.  Every holder of stock in the corporation shall be entitled to have a certificate signed by or in the name of the corporation by the Chairman of the Board of Directors, or the President and Chief Executive Officer and by the Treasurer or Assistant Treasurer or the Secretary or Assistant Secretary, certifying the number of shares owned by him in the corporation.  Any or all of the signatures on the certificate may be facsimiles.  In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued with the same effect as if he were such officer, transfer agent, or registrar at the date of issue.  Each certificate shall state upon the face or back thereof, in full or in summary, all of the powers, designations, preferences, and rights, and the limitations or restrictions of the shares authorized to be issued or shall, except as otherwise required by law, set forth on the face or back a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional, or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.  Within a reasonable time after the issuance or transfer of uncertificated stock, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to this section or otherwise required by law or with respect to this section a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class

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of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Section 7.2            Lost Certificates.  A new certificate or certificates shall be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed.  The corporation may require, as a condition precedent to the issuance of a new certificate or certificates, the owner of such lost, stolen, or destroyed certificate or certificates, or the owner’s legal representative, to agree to indemnify the corporation in such manner as it shall require or to give the corporation a surety bond in such form and amount as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen, or destroyed.

Section 7.3            Transfers.

(a)           Transfers of record of shares of stock of the corporation shall be made only upon its books by the holders thereof, in person or by attorney duly authorized, and upon the surrender of a properly endorsed certificate or certificates for a like number of shares.

(b)           The corporation shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes of stock of the corporation to restrict the transfer of shares of stock of the corporation of any one or more classes owned by such stockholders in any manner not prohibited by the DGCL.

Section 7.4            Fixing Record Dates.

(a)           In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix, in advance, a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, subject to applicable law, not be more than sixty (60) nor less than ten (10) days before the date of such meeting.  If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.  A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

(b)           In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors.  Any stockholder of record seeking to have the stockholders authorize or take corporate action by written consent shall, by written notice to the Secretary, request the Board of Directors to fix a record date.  The Board of Directors shall promptly, but in all events within ten

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(10) days after the date on which such a request is received, adopt a resolution fixing the record date.  If no record date has been fixed by the Board of Directors within ten (10) days of the date on which such a request is received, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded.  Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.  If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

(c)           In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action.  If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

Section 7.5            Registered Stockholders.  The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VIII
OTHER SECURITIES OF THE CORPORATION

Section 8.1            Execution of Other Securities.  All bonds, debentures and other corporate securities of the corporation, other than stock certificates (covered in Section 7.1 of these Bylaws), may be signed by the Chairman of the Board of Directors, the President and Chief Executive Officer or any Vice President, or such other person as may be authorized by the Board of Directors, and the corporate seal impressed thereon or a facsimile of such seal imprinted thereon and attested by the signature of the Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer; provided, however, that where any such bond, debenture or other corporate security shall be authenticated by the manual signature, or where permissible facsimile signature, of a trustee under an indenture pursuant to which such bond, debenture or other corporate security shall be issued, the signatures of the persons signing and attesting the corporate seal on such bond, debenture or other corporate security may be the imprinted facsimile of the signatures of such persons.  Interest coupons appertaining to any such bond, debenture or other corporate security, authenticated by a trustee as aforesaid, shall be signed by the Treasurer or an

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Assistant Treasurer of the corporation or such other person as may be authorized by the Board of Directors, or bear imprinted thereon the facsimile signature of such person.  In case any officer who shall have signed or attested any bond, debenture or other corporate security, or whose facsimile signature shall appear thereon or on any such interest coupon, shall have ceased to be such officer before the bond, debenture or other corporate security so signed or attested shall have been delivered, such bond, debenture or other corporate security nevertheless may be adopted by the corporation and issued and delivered as though the person who signed the same or whose facsimile signature shall have been used thereon had not ceased to be such officer of the corporation.

ARTICLE IX
DIVIDENDS

Section 9.1            Declaration of Dividends.  Dividends upon the capital stock of the corporation, subject to the provisions of the Certificate of Incorporation and applicable law, if any, may be declared by the Board of Directors pursuant to law at any regular or special meeting.  Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation and applicable law.

Section 9.2            Dividend Reserve.  Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the Board of Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the Board of Directors shall think conducive to the interests of the corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.

ARTICLE X
FISCAL YEAR

Section 10.1         Fiscal Year.  The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.

ARTICLE XI
INDEMNIFICATION

Section 11.1         Indemnification of Directors, Executive Officers, Other Officers, Employees and Other Agents.

(a)           Directors and Officers.  The corporation shall indemnify its directors and officers to the fullest extent not prohibited by the DGCL or any other applicable law; provided, however, that the corporation may modify the extent of such indemnification by individual contracts with its directors and officers; and, provided, further, that the corporation shall not be required to indemnify any director or officer in connection with any proceeding (or part thereof) initiated by such person unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the corporation, (iii) such indemnification is provided by the corporation, in its sole discretion, pursuant to the powers

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vested in the corporation under the DGCL or any other applicable law or (iv) such indemnification is required to be made under subsection (d).

(b)           Employees and Other Agents.  The corporation shall have power to indemnify its employees and other agents as set forth in the DGCL or any other applicable law.  The Board of Directors shall have the power to delegate the determination of whether indemnification shall be given to any such person as the Board of Directors shall determine.

(c)           Expenses.  The corporation shall advance to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request therefor, all expenses incurred by any director or officer in connection with such proceeding, provided, however, that, if the DGCL requires, an advancement of expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the corporation of an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such indemnitee is not entitled to be indemnified for such expenses under this Section 11.1 or otherwise.

Notwithstanding the foregoing, unless otherwise determined pursuant to paragraph (e) of this Bylaw, no advance shall be made by the corporation to an officer of the corporation (except by reason of the fact that such officer is or was a director of the corporation, in which event this paragraph shall not apply) in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made (i) by a majority vote of a quorum consisting of directors who were not parties to the proceeding, even if not a quorum, or (ii) by a committee of such directors designated by a majority of such directors, even though less than a quorum, or (iii) if there are no such directors, or such directors so direct, by independent legal counsel in a written opinion, that the facts known to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the corporation.

(d)           Enforcement.  Without the necessity of entering into an express contract, all rights to indemnification and advances to directors and officers under this Bylaw shall be deemed to be contractual rights and be effective to the same extent and as if provided for in a contract between the corporation and the director or officer.  Any right to indemnification or advances granted by this Bylaw to a director or officer shall be enforceable by or on behalf of the person holding such right in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor.  The claimant in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting the claim.  In connection with any claim for indemnification, the corporation shall be entitled to raise as a defense to any such action that the claimant has not met the standards of conduct that make it

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permissible under the DGCL or any other applicable law for the corporation to indemnify the claimant for the amount claimed.  In connection with any claim by an officer of the corporation (except in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such officer is or was a director of the corporation) for advances, the corporation shall be entitled to raise a defense as to any such action clear and convincing evidence that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the corporation, or with respect to any criminal action or proceeding that such person acted without reasonable cause to believe that his conduct was lawful.  Neither the failure of the corporation (including its Board of Directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct set forth in the DGCL or any other applicable law, nor an actual determination by the corporation (including its Board of Directors, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that claimant has not met the applicable standard of conduct.

(e)           Non Exclusivity of Rights.  The rights conferred on any person by this Bylaw shall not be exclusive of any other right which such person may have or hereafter acquire under any applicable statute, provision of the Certificate of Incorporation, Bylaws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding office.  The corporation is specifically authorized to enter into individual contracts with any or all of its directors, officers, employees or agents respecting indemnification and advances, to the fullest extent not prohibited by the DGCL or any other applicable law.

(f)            Survival of Rights.  The rights conferred on any person by this Bylaw shall continue as to a person who has ceased to be a director, officer, employee or other agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

(g)           Insurance.  To the fullest extent permitted by the DGCL, or any other applicable law, the corporation, upon approval by the Board of Directors, may purchase insurance on behalf of any person required or permitted to be indemnified pursuant to this Bylaw.

(h)           Amendments.  Any repeal or modification of this Bylaw shall only be prospective and shall not affect the rights under this Bylaw in effect at the time of the alleged occurrence of any action or omission to act that is the cause of any proceeding against any agent of the corporation.

(i)            Saving Clause.  If this Bylaw or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the corporation shall nevertheless indemnify each director and officer to the full extent not prohibited by any applicable portion of this Bylaw that shall not have been invalidated, or by any other applicable law.  If this Section 11.1 shall be invalid due to the application of the indemnification provisions of another jurisdiction, then the corporation shall indemnify each director and officer to the full extent under applicable law.

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(j)            Certain Definitions.  For the purposes of this Bylaw, the following definitions shall apply:

(1)           The term “proceeding” shall be broadly construed and shall include, without limitation, the investigation, preparation, prosecution, defense, settlement, arbitration and appeal of, and the giving of testimony in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative.

(2)           The term “expenses” shall be broadly construed and shall include, without limitation, court costs, attorneys’ fees, witness fees, fines, amounts paid in settlement or judgment and any other costs and expenses of any nature or kind incurred in connection with any proceeding.

(3)           The term the “corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Bylaw with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.

(4)           References to a “director,” “executive officer,” “officer,” “employee,” or “agent” of the corporation shall include, without limitation, situations where such person is serving at the request of the corporation as, respectively, a director, executive officer, officer, employee, trustee or agent of another corporation, partnership, joint venture, trust or other enterprise.

(5)           References to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this Bylaw.

ARTICLE XII
NOTICES

Section 12.1         Notices.

(a)           Notice to Stockholders.  Whenever, under any provisions of these Bylaws, notice is required to be given to any stockholder, it shall be given in writing, timely

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and duly deposited in the United States mail, postage prepaid, and addressed to his last known post office address as shown by the stock record of the corporation or its transfer agent.

(b)           Notice to Directors.  Any notice required to be given to any director may be given by the method stated in subsection (a), or as provided for in Section 4.7 of these Bylaws.  If such notice is not delivered personally, it shall be sent to such address as such director shall have filed in writing with the Secretary, or, in the absence of such filing, to the last known post office address of such director.

(c)           Affidavit of Mailing.  An affidavit of mailing, executed by a duly authorized and competent employee of the corporation or its transfer agent appointed with respect to the class of stock affected or other agent, specifying the name and address or the names and addresses of the stockholder or stockholders, or director or directors, to whom any such notice or notices was or were given, and the time and method of giving the same, shall in the absence of fraud, be prima facie evidence of the facts therein contained.

(d)           Methods of Notice.  It shall not be necessary that the same method of giving notice be employed in respect of all recipients of notice, but one permissible method may be employed in respect of any one or more, and any other permissible method or methods may be employed in respect of any other or others.

(e)           Notice to Person with Whom Communication Is Unlawful.  Whenever notice is required to be given, under any provision of law or of the Certificate of Incorporation or Bylaws of the corporation, to any person with whom communication is unlawful, the giving of such notice to such person shall not be required and there shall be no duty to apply to any governmental authority or agency for a license or permit to give such notice to such person.  Any action or meeting which shall be taken or held without notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given.  In the event that the action taken by the corporation is such as to require the filing of a certificate under any provision of the DGCL, the certificate shall state, if such is the fact and if notice is required, that notice was given to all persons entitled to receive notice except such persons with whom communication is unlawful.

ARTICLE XIII
AMENDMENTS

Section 13.1         Amendments.  The Board of Directors is expressly empowered to adopt, amend or repeal Bylaws of the corporation.  The stockholders shall also have power to adopt, amend or repeal the Bylaws of the corporation; provided, however, that, in addition to any vote of the holders of any class or series of stock of the corporation required by law or by the Certificate of Incorporation, the affirmative vote of the holders of at least a majority of the voting power of all of the then-outstanding shares of the capital stock of the corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to adopt, amend or repeal any provision of the Bylaws of the corporation.

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ARTICLE XIV
LOANS TO OFFICERS

Section 14.1         Loans to Officers.  The corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiaries, including any officer or employee who is a director of the corporation or its subsidiaries, whenever, in the judgment of the Board of Directors, such loan, guarantee or assistance may reasonably be expected to benefit the corporation.  The loan, guarantee or other assistance may be with or without interest and may be unsecured, or secured in such manner as the Board of Directors shall approve, including, without limitation, a pledge of shares of stock of the corporation.  Nothing in these Bylaws shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the corporation at common law or under any statute.

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CERTIFICATE OF SECRETARY

I hereby certify that:

I am the duly elected and acting Secretary of Nevada Red Rock Holdings, Inc., a Delaware corporation (the “Corporation”): and

Attached hereto is a complete and accurate copy of the Bylaws of the Corporation as duly adopted by the Board of Directors of the Corporation by Written Consent on the date hereof and said Bylaws are presently in effect.

IN WITNESS WHEREOF, I have hereunto subscribed my name as of the 8th day of June, 2007.

/s/ Todd G. Zimmerman

Todd G. Zimmerman, Secretary

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EX-3.191

Exhibit 3.191

ARTICLES OF ORGANIZATION

OF

SPONAUGLE HARTENBACH, L.L.C.

a Florida Limited Liability Company

ARTICLE I
NAME

The name of this Limited Liability Company is SPONAUGLE HARTENBACH, L.L.C. (the “Company”).

ARTICLE II
ADDRESS

The mailing address and street address of the principal office of the Limited Liability Company is:

1810 Alt. 19 South, Suite N
Tarpon Springs, FL 34689

ARTICLE III
DURATION

The Company’s existence shall commence upon the acceptance of the Articles of Organization by the Secretary of State of Florida and shall continue in existence until the expiration of fifty (50) years from such commencement date, unless sooner terminated, liquidated, or dissolved by law or by the unanimous consent of the Members.

ARTICLE IV
MANAGEMENT

The Limited Liability Company is to be managed by its managers and the names and address of such managers who are to serve as managers are:

MARVIN LUTHER SPONAUGLE, M.D.
1810 Alt. 19 South, Suite N
Tarpon Springs, FL 34689

WILLIAM N. HARTENBACH, M.D.
1810 Alt. 19 South, Suite N
Tarpon Springs, FL 34689

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ARTICLE V
ADMISSION OF NEW MEMBERS

The right, if given, of the members to admit additional members and the terms and conditions of the admissions shall be:

The manager may admit new members in its sole and unfettered discretion subject only to the condition that such additional member must agree in writing to be bound as a member by the Operating Agreement of the Company.

ARTICLE VI
MEMBERS RIGHTS TO CONTINUE BUSINESS

The right, if given, of the remaining members of the limited liability company to continue the business on the death, retirement, resignation, expulsion, bankruptcy, or dissolution of a member or the occurrence of any other event which terminates the continued membership of a member in the limited liability company shall be:

The death, retirement, resignation, expulsion, bankruptcy, or dissolution of a member or the occurrence of any other event which terminates the continued membership of a member in the limited liability company shall not terminate the company, and the business of the company shall be automatically continued , so long as there is at least one remaining member.

ARTICLE VII
AFFIDAVIT OF MEMBERSHIP AND CONTRIBUTIONS

The undersigned member or authorized representative of a member of SPONAUGLE HARTENBACH, L.L.C. certifies:

1)	The above named limited liability company has at least one member.
2)	The total amount of cash contributed by each member is:	$100.00
3)	The total amount of cash contributed and anticipated to be contributed by each member is:	$100.00

AUTHORIZED REPRESENTATIVE OF MEMBER SPONAUGLE HARTENBACH, L.L.C.

/s/ Alan S. Gassman

ALAN S. GASSMAN

(In accordance with section 608.408(3), Florida Statutes, the execution of this affidavit constitutes an affirmation under the penalties of perjury stated herein are true.)

/s/ Alan S. Gassman

ALAN S. GASSMAN

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STATE OF FLORIDA	)
COUNTY OF PINELLAS	)

The foregoing instrument was acknowledged before me this 7th day of April, 1999, by ALAN S. GASSMAN, as Authorized Representative of SPONAUGLE HARTENBACH, L.L.C., who is personally known to me.

Witness my hand and official seal in the county and state last aforesaid on the day and year first written above.

/s/ Ellen M. Tischio

Notary Public, State of Florida

My Commission Expires:

ACCEPTANCE OF REGISTERED AGENT

Pursuant to the provisions of Section 608.415 or 608.507, Florida Statutes, the undersigned Limited Liability Company submits the following statement to designate a Registered Office and Registered Agent in the State of Florida:

The name of the Limited Liability Company is; SPONAUGLE HARTENBACH, L.L.C.

The name and Florida street address of the Registered Agent are:

Alan S. Gassman, Esquire
1245 Court Street
Suite 102
Clearwater, Florida  33756

Having been named as Registered Agent and to accept service of process for the above stated limited liability company at the place designated in this certificate, I hereby accept the appointment as Registered Agent and agree to act in this capacity.  I further agree to comply with the provisions of all mattes relating to the proper and complete performance of my duties, and I am familiar with and accept the obligations of my position as Registered Agent.

/s/ Alan S. Gassman	(SEAL)
ALAN S. GASSMAN, ESQUIRE

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CERTIFICATE OF AMENDMENT

TO

ARTICLES OF ORGANIZATION OF

SPONAUGLE HARTENBACH, L.L.C.

FIRST:The date of filing of the Articles of Organization was April 8, 1999.

SECOND:The following amendments to the Articles of Organization were adopted by the Limited Liability Company:

ARTICLE I:  The name of the Limited Liability Company has been changed to:

NORTHWOOD ANESTHESIA ASSOCIATES, L.L.C.

ARTICLE II:  The mailing address and street address of the principal office of the Limited Liability Company is:

1810 Alt 19 South, Suite N

Tarpon Springs, FL 34689

Dated:                    August 13, 2001.

AUTHORIZED REPRESENTATIVE OR MEMBER OF NORTHWOOD ANESTHESIA ASSOCIATES, L.L.C.

ADVISORS, L.L.C.

/s/ Alan S. Gassman

ALAN S. GASSMAN

EX-3.192

Exhibit 3.192

OPERATING AGREEMENT
OF
NORTHWOOD ANESTHESIA ASSOCIATES, L.L.C.

THIS OPERATING AGREEMENT (this “Agreement”) of Northwood Anesthesia Associates, L.L.C., a Florida limited liability company (the “Company”), is made effective as of January 10, 2011 (the “Effective Date”) by and among the Company, EmCare, Inc., a Delaware corporation (the “Member”), and                              (the “Manager”).  This Agreement is made in accordance with the Florida Limited Liability Company Act (the “Act”),

A.            The Company was formed on April 8, 1999 by filing Articles of Organization with the Florida Department of State.

B.            Since April 8, 1999, the business and affairs of the Company was governed by an unwritten operating agreement between William N. Hartenbach, M.D, and Marvin L. Sponaugle, M.D.  (the “Original Members”).

C.            On the Effective Date, the Member purchased all of the issued and outstanding membership interests of the Company from the Original Members (the “Acquisition”).

D.            In connection with the Acquisition, the parties hereto desire to adopt this Agreement to govern the business and affairs of the Company.

ARTICLE I
Organizational Matters

Section 1.1            Name.  The name of the Company shall be “Northwood Anesthesia Associates, L.L.C.” The Company may conduct business under that name or any other name approved by the Manager.

Section 1.2            Term.  The term of the Company commenced as of the date of the filing of the Articles of Organization of the Company the “Articles”) with the Florida Department of State, which is April 8, 1999, and shall terminate as provided in Article VIII hereof.

Section 1.3            Registered Office and Agent Principal Office.  The Company shalt continuously maintain a registered office and a registered agent in the State of Florida as required by the Act.  The registered agent and office are stated in the Articles and may be changed by the Manager at any time.  The principal office of the Company shall be at 2154 Duck Slough Boulevard, Suite 101, Trinity, Pasco County, Florida, or such other location as the Manager may determine.

Section 1.4            Business of the Company.  The Company shall engage in any lawful business permitted by the Act.

ARTICLE II
Capital Contributions; Membership Interests

Section 2.1            Capital Contributions.  The Member, or its predecessor, has contributed to the Company the amounts, property or services set forth in the books and records of the Company and shall own the sole membership interest (the “Membership Interest”) in the Company.  The Member shall not be required to make any additional contributions to the capital of the Company.  The issued and outstanding Membership Interest as of the Effective Date is set forth on Exhibit A attached hereto.

Section 2.2            Capital Accounts.  The Company shall establish a capital account (the “Capital Account”) for the Member.  The Company shall determine and maintain the Capital Account in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv).  Upon a valid transfer of the Member’s Membership Interest in the Company in accordance with Article VI, the Member’s Capital Account shall carry over to the transferee.

Section 2.3            No Interest.  The Company shall not pay any interest on capital contributions.

Section 2.4            Certificates.  Membership interests of the Company shall be represented by certificates, provided that the Manager may provide by resolution or resolutions that some or all of any or all membership interests shall be uncertificated.  Each holder of membership interests represented by a certificate shall he entitled to a certificate signed by, or in the name of the Company by, the Chief Executive Officer or a Vice President, and by the Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer, certifying the number of membership interests owned by him, her or it, Any or all of the signatures on the certificate may be by facsimile.

ARTICLE, III
Members

Additional members may be admitted with the approval of the Member.  Additional members will participate in the management, “Profits,” “Losses” (as such terms are defined in Section 5.1), and distributions of the Company on such terms as are determined by the Member.

ARTICLE IV
Management And Control Of The Company

Except as otherwise provided herein, the Manager shall manage the Company and shall have full, complete, and exclusive authority, power, and discretion to manage and control the business, property, and affairs of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company’s business, property, and affairs.  The Member shall have the authority to remove the Manager at any time with or without cause.

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ARTICLE V
Allocations Of Profits And Losses And Distributions

Section 5.1            Definitions.  When used in this Agreement, the following terms shall have the meanings set forth below:

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, the provisions of succeeding law, and to the extent applicable, the Treasury Regulations.

“Profits” and “Losses” shall mean the income, gain, loss, deductions, and credits of the Company in the aggregate or separately stated, as appropriate, determined in accordance with the method of accounting at the close of each fiscal year employed on the Company’s information tax return filed for federal income tax purposes.

“Treasury Regulations” shall mean the final or temporary regulations that have been issued by the U.S. Department of Treasury pursuant to its authority under the Code, and any successor regulations.

Section 5.2            Allocations of Profit and Losses.  All Profits and Losses shall be allocated to the Member.

Section 5.3            Distribution of Assets by the Company.  Subject to applicable law and any limitations contained elsewhere in this Agreement, the Manager may elect from time to time to cause the Company to make distributions to the Member.

ARTICLE VI
Transfer And Assignment Of Membership Interests

A transferee of the Membership Interest shall have the right to become a substitute Member only (i) with the consent of the Member, (ii) if such person executes an instrument satisfactory to the transferring Member accepting and adopting the terms and provisions of this Agreement, and (iii) such person pays any reasonable expenses in connection with his or her admission as a new Member.  The admission of a substitute Member shall not release the Member who transferred the Membership Interest from any liability that such Member may have to the Company.  Where membership interests are represented by a certificate, transfers of membership interests shall be made only upon the transfer books of the Company kept at an office of the Company or by transfer agents designated to transfer membership interests of the Company, and where membership interests are uncertificated, such membership interests may be transferred in accordance with applicable law.

ARTICLE VII
Accounting, Records, Reporting By Members

Section 7.1            Books and Records.  The books and records of the Company shall be kept in accordance with the accounting methods followed for federal income tax purposes.  The Company shall maintain at its registered office in Florida all of the documents and information required by Section 608.4101 of the Act.

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Section 7.2            Reports.  The Company shall cause to be filed, in accordance with the Act, all reports and documents required to be filed with any governmental agency.  The Company shall cause to be prepared at least annually information concerning the Company’s operations necessary for the completion of the Member’s federal and state income tax returns.  The Company shall send or cause to be sent to the Member within ninety (90) days after the end of each taxable year (a) such information as is necessary to complete the Member’s federal and state income tax or information returns and (b) a copy of the Company’s federal, state, and local income tax or information returns for the year.

Section 7.3            Bank Accounts.  The Manager shall maintain the funds of the Company in one or more separate bank accounts in the name of the Company and shall not permit the funds of the Company to be commingled in any fashion with the funds of any other person.  The Manager is authorized to endorse checks, drafts, and other evidences of indebtedness made payable to the order of the Company, and to sign all checks, drafts, and other instruments obligating the Company to pay money in any amount.

ARTICLE VIII
Dissolution And Winding Up

Section 8.1            Conditions of Dissolution.  The Company shall dissolve upon the occurrence of any of the following events:

(a)           Upon the happening of any event of dissolution specified in the Articles or in the Act;

(b)           Upon the affirmative vote of the Member; or

(c)           The sale of all or substantially all of the assets of the Company.

Section 8.2            Winding Up.  Upon the dissolution of the Company, the Company’s assets shall be disposed of and its affairs wound up.

Section 8.3            Order of Payment of Liabilities Upon Dissolution.  After dissolution, the assets of the Company shall be distributed in the following order:

(a)           To creditors, including the Member, if it is a creditor, to the extent permitted by law in satisfaction of liabilities of the Company; and

(b)           To the Member.

Section 8.4            Certificates.  The Company shall file with the Florida Department of State Articles of Dissolution upon the dissolution of the Company.

ARTICLE IX
Officers

Section 9.1            Number and Qualification.  The officers of the Company shall consist of a President, a Treasurer, a Secretary and such other officers as may from time to time be

4

elected by the Manager.  Each officer shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal.  Any number of offices may be held by the same person.  The initial officers of the Company are as follows:

Name	Office(s)
	Chief Executive Officer
	President
	Vice President, Secretary and Treasurer

Section 9.2            President.  The President of the Company shall, subject to the direction and supervision of the Manager, perform all duties incident to the office of President and as from time to time may be assigned to him by the Manager.

Section 9.3            Treasurer.  The Treasurer of the Company shall:  (i) be the principal financial officer of the Company (ii) upon request of the Manager, make such reports to it as may be required at any time; and (iii) perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the Manager or by the President of the Company.

Section 9.4            Vice President.  Each Vice President shall have such powers and duties as may be delegated to him or her by the President or the Manager.

Section 9.5            Secretary.  The Secretary shall issue all authorized notices for, and shall keep minutes of, all meetings of the Member and the Manager.  He or she shall have charge of the limited liability company books and shall perform such other duties as the Manager may from time to time prescribe.  Assistant secretaries of the Company, if any, shall have the same duties and powers, subject to supervision by the Secretary.

Section 9.6            Delegation of Authority.  To the fullest extent permitted by law, the Manager may from time to time delegate the powers or duties of any officer to any other officers or agents, notwithstanding any provision hereof.

Section 9.7            Removal.  Any officer of the Company may be removed at any time, with or without cause, by the President or the Manager.

Section 9.8            Resignation.  Any officer may resign at any time by giving written notice to the Company; provided, however, that notice to the Manager, the President or the Secretary shall be deemed to constitute notice to the Company.  Such resignation shall take effect upon receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 9.9            Vacancies.  Any vacancy among the officers, whether caused by death, resignation, removal or any other cause, shall be filled in the manner prescribed for election or appointment to such office.

Section 9.10         Action with Respect to Securities of Other Entities.  Unless otherwise directed by the Manager, the President shall have power to vote and otherwise act on behalf of the Company, in person or by proxy, at any meeting of stockholders, members or other equity owners

5

of, or with respect to any action of stockholders, members, or other equity owners of, any corporation, limited liability company or other entity in which this Company may hold securities and otherwise to exercise any and all rights and powers which this Company may possess by reason of its ownership of securities in such other corporation, limited liability company or other entity.

ARTICLE X
Indemnification

Section 10.1.        Mandatory — Managers and Officers.  To the fullest extent permitted by applicable law in effect on the date hereof and to such greater extent as applicable law may hereafter from time to time permit, the Company must indemnify the Manager and each officer of the Company if he or she is or was a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding by reason of the fact that (a) he or she is or was the Manager or an officer of the Company or (b) such person, being or having been the Manager or an officer of the Company, is or was serving at the request of the Company as a manager, director, officer, employee, or other agent of another limited liability company, corporation, partnership, joint venture, trust, or other enterprise.

Section 10.2         Permissive — Other Employees and Agents.  To the fullest extent permitted by applicable law in effect on the date hereof and to such greater extent as applicable law may hereafter from time to time permit, the Company may in its sole discretion indemnify any other employee or agent of the Company if he, she, or it is or was a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding by reason of the fact that he, she, or it is or was an employee or agent of the Company.

ARTICLE XI
Miscellaneous

Section 11.1         Complete Agreement.  This Agreement and the Articles constitute the complete and exclusive statement of agreement of the Manager and Member with respect to the subject matter herein and therein.  To the extent that any provision of the Articles conflicts with any provision of this Agreement, the Articles shall control.

Section 11.2         Binding Effect.  Subject to the provisions of this Agreement relating to transferability, this Agreement will be binding upon and inure to the benefit of the Member and Manager, and their respective successors and assigns.

Section 11.3         Interpretation.  All pronouns shall be deemed to refer to the masculine, feminine, or neuter, singular or plural, as the context in which they are used may require.  All headings herein are inserted only for convenience and ease of reference and are not to be considered in the interpretation of any provision of this Agreement.  Numbered or lettered articles, sections, and subsections herein contained refer to articles, sections, and subsections of this Agreement unless otherwise expressly stated.

Section 11.4         Governing Law.  This Agreement shall be construed in accordance with and governed by the laws of the State of Florida.

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Section 11.5         Severability.  If any provision of this Agreement shall be held invalid or unenforceable, the remainder of this Agreement shall not be affected by such holding.

Section 11.6         Amendments.  All amendments to this Agreement must be in writing and signed by the Member.

Section 11.7         Remedies Cumulative.  The remedies under this Agreement are cumulative and shall not exclude any other remedies to which any person may be lawfully entitled.

[Signature Page Directly Follows]

7

The undersigned have executed this Agreement effective as of the date first written above.

COMPANY:
NORTHWOOD ANESTHESIA ASSOCIATES, L.L.C., a Florida limited liability company
By:	/s/
Name:
Title:
SOLE MEMBER:
EMCARE, INC., a Delaware corporation
By:	/s/
Name:
Title:
MANAGER:
[                         ]

Exhibit A

Membership Interests

Members	Membership Interest Units	Sharing Ratio
EmCare, Inc.	100	100	%

EX-3.193

Exhibit 3.193

(Profit Domestic Corporation)

ARTICLES OF INCORPORATION

These Articles of Incorporation are signed by the incorporator(s) for the purpose of forming a profit corporation pursuant to the provisions of Act 284, Public Acts of 1972, as amended, as follows:

ARTICLE I.

The name of the corporation is PARAMED, INC.

ARTICLE II.

The purpose or purposes for which the corporation is organized is to engage in any activity within the purposes for which corporations may be organized under the Business Corporation Act of Michigan.

To maintain and operate Emergency Medical Service operations, to consult with other organizations, both governmental and private, on Emergency Medical Service operations; to buy, sell, lease and deal in motors, automobiles and other appliances connected to and in the operation of an Emergency Medical Service. To do generally all and every other thing necessary and incident to the business of an Emergency Medical Service or necessary and incident to the enjoyment of the powers and privileges herein granted.

ARTICLE III.

The total authorized capital stock is:

(1)	Preferred shs.	Par value $
	Common shs. 50,000	Par value $1.00	per share

and/or shs. of (2)	Preferred
	Common	no par value. (See part 3 of Instructions)

(3)  A statement of all or any of the relative rights, preferences and limitations of the shares of each class is as follows:

ARTICLE IV.

(1) The address of the initial registered office is: (See part 4 of Instructions)

9015 Glasgow, Union Lake,	Michigan	48085
(No. and Street)	(Town or City)	(Zip Code)

(2) The mailing address of the initial registered office is (need not be completed unless different from the above address - See part 4 of Instructions) SAME

Michigan.
(No. and Street)	(Town or City)	(Zip Code)

(3) The name of the initial resident agent at the registered office is: John K. Eschbach, Jr.

ARTICLE V.

The name(s) and address(es) of the incorporator(s) are as follows:

Name	Residence or Business Address
John K. Eschbach, Jr.	115 S. Connecticut	Royal Oak, Mich. 48067
Glenford Seelbinder	4607 Fairmont	Troy, Mich. 48098
Frank Rudlaff, III	9015 Glasgow	Union Lake, Mich. 48085
Floyd Miles, Jr.	21 Whittemore	Pontiac, Mich. 48058

ARTICLE VII.

(Here insert any desired additional provisions authorized by the Act)

I (We), the incorporator(s), sign my (our) name(s) this 25th day of August, 1976

/s/ John K. Eschbach, Jr.

/s/ Glenford Sealbinder

/s/ Frank Rudlaff, III

/s/ Floyd Miles, Jr.

(See Instructions on Reverse Side)

GOLD SEAL APPEARS ONLY ON ORIGINAL

C&S 113 (Rev. 10-70) (For Use by Domestic and Foreign Corporations)

CERTIFICATE OF CHANGE OF REGISTERED OFFICE AND/OR CHANGE OF RESIDENT AGENT

Please Read Carefully Instructions on Back of this Form

This certificate is executed in accordance with the provisions of Section 242 of Act 284, Public Acts of 1972, as amended, as follows:

1. The name of the corporation is PARAMED, INC.

2. The address of its former registered office is: (See instructions on reverse side)

9015 Glasgow, Union Lake,	Michigan	48085
(No. and Street)	(Town or City)	(Zip Code)

The mailing address of its former registered office is: (Need not be completed unless different from the above address)

Michigan

3. (The following is to be completed if the address of the registered office is changed.)

The address of the registered office is changed to:

2800 Woodward Ave., Bloomfield Hills,	Michigan	48013
(No. and Street)	(Town or City)	(Zip Code)

The mailing address of the registered office is changed to: (Need not be completed unless different from the above address)

Michigan

4. The name of the former resident agent is John K. Eschbach, Jr.

5. (The following is to be completed if the resident agent is changed.)

The name of the successor resident agent is                                                         

6. The corporation further states that the address of its registered office and the address of the business office of its resident agent, as changed, are identical.

7. The changes designated above were authorized by resolution duly adopted by its board of directors.

Signed this 8th day of March, 1978

BY:	/s/ John K. Eschbach Jr. Pres.
	(Signature of President, Vice President, Chairman or Vice-Chairman)
	JOHN K. ESCHBACH JR. PRESIDENT
	(Type or Print Name and Title)
	(See Instructions on Reverse Side)

MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU

(See Instructions on Reverse Side)

Domestic Corporation into Domestic Corporation

NOTE: This form is prepared for use upon the merger of two domestic corporations. (If more than two corporations are involved, change this form accordingly.)

CERTIFICATE OF MERGER OF

FLEET AMBULANCE COMPANY

(a Michigan corporation)

INSERT CORPORATION IDENTIFICATION NUMBER 247-704

INTO

PARAMED, INC.

(a Michigan corporation)

INSERT CORPORATION IDENTIFICATION NUMBER 197-829

Pursuant to the provisions of Sections 701 to 707, Act 284, Public Acts of 1972, as amended, the undersigned corporations execute the following certificate of merger:

ARTICLE ONE.

The PLAN OF MERGER is as follows:

FIRST: (a)  The name of each constituent corporation is as follows:

Fleet Ambulance Company; Paramed, Inc.

(b) The name of the surviving corporation is PARAMED, INC.

SECOND: As to each constituent corporation, the designation and number of outstanding shares of each class and series and the voting rights thereof are as follows:

Name of corporation

Designation and number of shares in each class or series outstanding

Indicate class or series of shares entitled to vote

Indicate class or series entitled to vote as a class

FLEET AMBULANCE CO.	Common-10,000	Common	None
PARAMED, INC.	Common-     750	Common	None

(If number of shares is subject to change prior to effective date, state manner in which such change may occur.)

ARTICLE ONE. (cont.)

THIRD: The terms and conditions of the proposed merger, including the manner and basis of converting the shares of each constituent corporation into shares, bonds or other securities of the surviving corporation, or into cash or other consideration are as follows: All shares of FLEET AMBULANCE COMPANY will be cancelled. No shares of PARAMED, INC. will be issued or exchanged for any shares of FLEET AMBULANCE COMPANY.

FOURTH: (A statement of any amendment to the articles of incorporation of the surviving corporation to be effected by the merger.) The Articles of Incorporation of the surviving corporation (PARAMED, INC.) will not be amended or otherwise affected by the merger.

FIFTH: (A statement of other provisions with respect to the merger.)

ARTICLE TWO.

(Use Alternative A, and delete Alternative B, if Plan of Merger was approved by the shareholders of each constituent corporation)

(Use Alternative B, and delete Alternative A, if pursuant to Section 704 the merger was authorized without requiring approval of the shareholders of the surviving corporation.)

Alternative A.

The plan of merger was adopted by the board of directors of each constituent corporation and approved by the shareholders of said corporations in accordance with Sections 701 to 704.

ARTICLE THREE.

ARTICLE FOUR.

Signed this 1st day of January, 1984.

PARAMED, INC.
/s/ John K. Eschbach Jr. PRES
(Signature of Chairperson or Vice-Chairperson or the President or Vice-President)
By:  (Name of surviving Corporation)
John K. Eschbach, Jr., President
((Type or Print Name and Title)
FLEET AMBULANCE COMPANY
By:	/s/ Floyd P. Miles, Jr.
(Signature of Chairperson or Vice Chairperson or the President or Vice-President)
Floyd P. Miles, Jr., President
(Type or Print Name and Title)

DOCUMENT WILL RE RETURNED TO NAME AND MAILING ADDRESS INDICATED IN THE BOX BELOW. Include name, street and number (or P.O. box), city, state and zip code.

OEHMKE LEGAL ASSOCIATES	Telephone:
639 Beaubien	Area Code: 313
Detroit, MI 48226	Number 963-3525

INFORMATION AND INSTRUCTIONS

Certificate of Merger

1. Submit one original copy of the Certificate of Merger. Upon the filing, a microfilm copy will be prepared for the records in the Corporation and Securities Bureau. The original copy of the document will be returned as evidence of the filing.

Since the corporate documents are microfilmed for the Bureau’s files, it is imperative that the document submitted for filing be legible so that a usable microfilm can be obtained. Corporate documents with poor black and white contrast will be rejected.

2. This form may be used for merger of two or more domestic corporations pursuant to the provisions of Section 701 to 707, Act 284, Public Acts of 1972, as amended.

3. The Certificate must be signed in ink by the chairperson or vice-chairperson of the board, or the president or vice-president of each corporation.

4. Filing Fee: $550.00 (Make remittance payable to State of Michigan)

5. Mail form and fee to:

Michigan Department of Commerce

Corporation and Securities Bureau

Corporation Division

P.O. Box 30054

Lansing, Michigan 48909

Tel. (517) 373-0493

FLEET AMBULANCE COMPANY

AGREEMENT AND PLAN OF MERGER

WITH PARAMED, INC.

The undersigned corporations, pursuant to Sections 450.701-450.771 of the Statutes of Michigan, and in consideration of the mutual agreements hereinafter set forth, do hereby execute and adopt the following Agreement and Plan of Merger:

ARTICLE I

NAMES AND IDENTITIES OF CORPORATIONS PROPOSING TO MERGE

1. Names, Dates of Incorporation. The names of the Corporations proposing to merge are: (1) FLEET AMBULANCE COMPANY (called “FLEET”); and (2) PARAMED, INC. (called “PARAMED”).

FLEET was organized under the laws of the State of Michigan by Articles of Incorporation filed in the Office of the Secretary of State of the State of Michigan on 18 December 1981.

PARAMED was organized under the laws of the State of Michigan by Articles of Incorporation filed in the Office of the Secretary of State of the State of Michigan on 17 September 1976.

2. Name of Corporation into which FLEET shall Merge. The name of the Corporation into which FLEET will merge is PARAMED, INC. On the effective date of the merger, 1 January 1984, for accounting purposes the name of the surviving corporation shall be “PARAMED, INC.”

ARTICLE II

PLAN OF MERGER

1. Surviving Corporation. On the effective date of merger, FLEET shall merge with and into PARAMED, as now constituted and existing, and PARAMED shall be the surviving corporation. The separate existence of FLEET AMBULANCE COMPANY shall thereupon cease.

2. Corporate Structure, Powers, Rights and Property of PARAMED on the Effective Date of Merger. On the effective date of merger:

(a) The present Articles of incorporation of PARAMED shall remain the Articles of Incorporation of PARAMED;

(b) The Bylaws of PARAMED in effect on the date of execution of this agreement shall remain the Bylaws of PARAMED;

(c) The address of the registered office of PARAMED small remain 2800 North Woodward, Bloomfield Hills, Michigan;

(d) The purposes and nature of the business to be transacted by PARAMED shall remain as set forth in its Articles of Incorporation;

(e) The total amount of capital stock which PARAMED shall be authorized to issue, the number of shares into which the stock is to be divided, the par value of the shares, and the terms, rights and voting powers of the stock shall remain as set forth in its Articles of Incorporation;

(f) The Board of Directors and officers of PARAMED shall consist of those persons who are directors and officers of PARAMED on 31 December 1983 (such persons to hold office thereafter until their respective successors are elected and shall qualify), to wit:

DIRECTOR/PRESIDENT: John K. Eschbach, Jr.

DIRECTOR/TREASURER: Floyd P. Miles, Jr.

DIRECTOR/SECRETARY: F. Richard Rudlaff, III

(g) PARAMED shall possess all of the rights, privileges and franchises of every kind and nature possessed by FLEET on 31 December 1983.

(h) All of the property of whatever kind and nature and wherever situated of both parties and all debts due on whatever account to either of them, including subscriptions for shares or any choses in action belonging to either of them, shall be taken and be deemed to be transferred to and vested in PARAMED without further act or deed.

3. Cancellation of FLEET Shares. The shares of FLEET shall not be converted into shares of PARAMED but shall be cancelled and the authorized capital stock of PARAMED shall not be changed, but shall be and remain the same as before the merger and consolidation.

ARTICLE III

RIGHTS OF DISSENTING SHAREHOLDERS

Notwithstanding anything contained to the contrary in this Agreement and Plan of Merger, any holder of Common Stock of either corporation who dissents to the merger set forth herein, in strict compliance with the procedure set forth in Section 450.761-450.771 of the statutes of the State of Michigan, whichever is applicable, shall be entitled to receive cash for the value of his shares as determined in accordance with said sections.

ARTICLE IV

EFFECTIVE DATE OF MERGER

This Agreement and Plan of Berger shall be submitted to the shareholders of FLEET in the manner provided by Sections 450.703-450.704 of the statutes of the State of Michigan. The merger contemplated hereunder shall take effect upon the resolution of a

majority of the shareholders of FLEET (as required by M.C.L. 450.1703(2)) and upon the execution and certification, filing and recording of such documents, and the performance of such other acts, as shall be required for the accomplishment of such merger under the laws of the State of Michigan. The effective date of merger of the two corporations shall be 1 January 1984. (for accounting purposes only)

ARTICLE V

REGULATORY APPROVALS

The merger contemplated by this Agreement and Plan of Merger shall be subject to the approval, authorization and consent of all regulatory agencies having jurisdiction in the premises.

ARTICLE VI

AFFIRMATIVE COVENANTS

It is covenanted and agreed that on and from the effective date of merger:

(1) PARAMED may be sued in the State of Michigan for any obligations of FLEET incurred prior to the date of merger and for any obligation incurred thereafter by PARAMED so long as any liability remains outstanding against FLEET in the State of Michigan, and the Secretary of State of Michigan is hereby irrevocably appointed as the agent of PARAMED to accept service of process in any action for the enforcement of any such obligation; and

(2) PARAMED shall be responsible for all the liabilities and obligations of both corporations, in the same manner as if PARAMED had itself incurred such liabilities or obligations; but the liabilities of FLEET and PARAMED or of their shareholders,

directors or officers, shall not be affected, nor shall the rights of the creditors thereof or any persons dealing with such corporations be impaired by the merger, and any claim existing or action or proceeding pending by or against any such corporations may be prosecuted to judgement as if the merger had not taken place or PARAMED may be proceeded against or substituted in place of FLEET;

(3) Anything herein or elsewhere to the contrary notwithstanding, the terms of this Agreement and Plan of Merger shall in no respect impair FLEET’S guaranty of the debt which PARAMED owes to Glenford and Shirley Seelbinder for PARAMED’s purchase of the Seelbinder’s shares of SUBURBAN AMBULANCE SERVICE, INC.

ARTICLE VII

CAPITAL STOCK OF FLEET AND PARAMED

The number of shares of FLEET and PARAMED authorized, issued and outstanding are as follows:

FLEET AMBULANCE COMPANY. 10,000 shares authorized, issued and outstanding at $1.00 par value.

PARAMED, INC. 50,000 shares authorized at $1.00 par value, 750 shares issued and outstanding.

The shares of FLEET shall not be converted into shares of PARAMED, but shall be cancelled on the effective date of merger, 1 January 1984; the authorized capital stock of PARAMED shall not be changed, but shall be and remain the same as before the merger and consolidation.

ARTICLE VIII

COVENANT OF FURTHER ASSURANCE BY FLEET

FLEET agrees from time to time, when requested by PARAMED,

to execute and deliver such deeds and other instruments and take such other action as PARAMED shall deem necessary or convenient in order to vest or confirm in PARAMED title to any property of FLEET acquired or to be acquired as a result of this merger, and otherwise to carry out the intent and purpose of this Agreement and Plan of Merger, and the officers and directors of PARAMED are authorized to take any and all such action on and after the effective date of merger in the name of FLEET.

ARTICLE IX

TERMINATION OF AGREEMENT

This Agreement and Plan of Merger may be terminated at any time before 1 January 1984 by a majority vote of the Board of Directors of either party. In the event of such termination, this Agreement and Plan of Merger shall be without further effect, and there shall be no liability on the part of either party hereto or its respective Board of Directors or shareholders.

ARTICLE X

COUNTERPARTS

For the convenience of the parties and to facilitate the filing and recording of this Agreement and Plan of Merger, any number of counterparts may be executed, and each such executed counterpart shall be deemed to be an original instrument.

IN WITNESS WHEREOF, the parties hereto have caused this

Agreement and Plan of Merger to be executed as of the 1st day of January 1984.

FLEET AMBULANCE COMPANY		PARAMED, INC.
BY:	/s/ Floyd P. Miles, Jr	/s/ John K. Eschbach, Jr.
	Floyd P. Miles, Jr.	John K. Eschbach, Jr.
	President	President

CERTIFICATION

I, F. Richard Rudlaff, III, Secretary of FLEET AMBULANCE COMPANY, certify that:

(1) The foregoing Agreement and Plan of Merger was submitted to the holders of the capital stock of FLEET AMBULANCE COMPANY at a meeting of the shareholders duly called for the purpose of considering the approval and adoption of said Agreement and Plan of Merger and duly held at the office of said Corporation at 2800 North Woodward, Bloomfield Hills, Michigan on the 30th day of December 1983, at 2:00 P.M.

(2) At said meeting the number of shares outstanding and authorized to vote on the approval and adoption of said Agreement and Plan of Merger were as follows:

10,000 shares authorized and issued.

(3) The total number of shares voted for (being all of the outstanding shares of the Corporation entitled to vote thereon) and against the approval and adoption of said Agreement and Plan of Merger, respectively, are as follows:

TOTAL VOTES FOR: 10,000

TOTAL VOTES AGAINST: 0

None of the shareholders elected to exercise any right of dissent to the merger.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of FLEET AMBULANCE COMPANY, this 30th day of December, 1983.

/s/ F. Richard Rudlaff, III	Affix
	Corporate
F. Richard Rudlaff, III	Seal
Secretary of FLEET AMBULANCE COMPANY

CERTIFICATION

I, F. Richard Rudlaff, III, Secretary of PARAMED, INC., certify that:

(1) The foregoing Agreement and Plan of Merger was submitted to the holders of the capital stock of PARAMED, INC. at a meeting of the shareholders duly called for the purpose of considering the approval and adoption of said Agreement and Plan of Merger and duly held at the office of said Corporation at 2800 North Woodward, Bloomfield Hills, MI on the 30th day of December 1983, at 2:00 P.M.

(2) At said meeting the number of shares outstanding and authorized to vote on the approval and adoption of said Agreement and Plan of Merger were as follows:

50,000 shares authorized

750 shares issued

(3) The total number of shares voted for (being all of the outstanding shares of the Corporation entitled to vote thereon) and against the approval and adoption of said Agreement and Plan of Merger, respectively, are as follows:

TOTAL VOTES FOR: 750

TOTAL VOTES AGAINST: 0

None of the shareholders elected to exercise any right of dissent to the merger.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of PARAMED, INC., this 30th day of December, 1983.

/s/ F. Richard Rudlaff, III	Affix
	Corporate
F. Richard Rudlaff, III	Seal
Secretary of PARAMED, INC.

The foregoing Agreement and Plan of Merger of FLEET AMBULANCE COMPANY and PARAMED, INC., having been duly adopted by the shareholders of each of the corporations, as evidenced by the foregoing certificates of the Secretary of FLEET AMBULANCE COMPANY, a Michigan Corporation, and the Secretary of PARAMED, INC., a Michigan Corporation, and all approvals, authorizations, and consents of all regulatory agencies having jurisdiction in the premises having been received, we the duly authorized officers of said Corporations do hereby sign said Agreement and Plan of Merger as such officers and in the names and on behalf of said Corporations.

Dated this 30th day of December, 1983.

FLEET AMBULANCE COMPANY		PARAMED, INC.
By	/s/ Floyd F. Miles, Jr.	By:	/s/ John K. Eschbach, Jr.
	Floyd F. Miles, Jr.		John K. Eschbach, Jr.
	President		President

1028/pln.mgr

GOLD SEAL APPEARS ONLY ON ORIGINAL

(illegible) Please do not write in space below - for Department Use

MICHIGAN DEPARTMENT Of COMMERCE - CORPORATION AND SECURITIES BUREAU

(See Instructions on Reverse Side)

Domestic Corporation into Domestic Corporation

NOTE. This form is prepared for use upon the merger of two domestic corporations. (If more than two corporations are involved, change this form accordingly.)

CERTIFICATE OF MERGER

OF

SUBURBAN AMBULANCE SERVICE, INC.

(a Michigan corporation)

INSERT CORPORATION IDENTIFICATION NUMBER 139 - 502

INTO

PARAMED, INC.

(a Michigan corporation)

INSERT CORPORATION IDENTIFICATION NUMBER 197 - 829

Pursuant to the provisions of Sections 701 to 707, Act 284, Public Acts of 1972, as amended, the undersigned corporations execute the following certificate of merger:

ARTICLE ONE.

The PLAN OF MERGER is as follows:

FIRST: (a) The name of each constituent corporation is as follows: Suburban Ambulance Service, Inc.; Paramed, Inc.

(b) The name of the surviving corporation is Paramed, Inc.

SECOND: As to each constituent corporation, the designation and number of outstanding shares of each class and series and the voting rights thereof are as follows:

	Designation and
	number of shares		Indicate class or	Indicate class or
	in each class or		series of shares	series entitled
Name of corporation	series outstanding		entitled to vote	to vote as a class
Suburban Ambulance	Common	2,000	Common	None
PARAMED, INC.	Common	750	Common	None

(If number of shares is subject to change prior to effective date, state manner in which such change may occur.)

GOLD SEAL APPEARS ONLY ON ORIGINAL

ARTICLE ONE

(cont)

THIRD: The terms and conditions of the proposed merger, including the manner and basis of converting the shares of each constituent corporation into shares, bonds or other securities of the surviving corporation, or into cash or other consideration are to follows:

SUBURBAN AMBULANCE SERVICE, INC. is a wholly owned subsidiary of PARAMED. INC. All authorized, issued and outstanding shares of SUBURBAN AMBULANCE SERVICE, INC. will be cancelled on the date of merger. No shares of PARAMED, INC. will be issued or exchanged for any shares of SUBURBAN AMBULANCE SERVICE, INC.

FOURTH: (A statement of any amendment to the articles of incorporation of the surviving corporation to be effected by the merger.

The Articles of Incorporation of the surviving corporation (PARAMED, INC.) will not be amended or otherwise affected by the merger.

FIFTH: (A statement of other provisions with respect to the merger.)

GOLD SEAL APPEARS ONLY ON ORIGINAL

ARTICLE TWO

Use Alternative A, and delete Alternative B, if Plan of Merger was approved by the shareholders of each constituent corporation.

Use Alternative B, and delete Alternative A, if pursuant to Section 704 the merger was authorized without requiring approval of the shareholders of the surviving corporation.

Alternative A

The plan of merger vas adopted by the board of directors of each constituent corporation and approved by the shareholders of said corporations in accordance with Sections 701 to 704.

Signed this 1st day of January, 1984

PARAMED, INC.
(Name of surviving Corporation)
By	/s/ John K. Eschbach, Jr. PRES
	(Signature of Chairperson or Vice-Chairperson or the President or Vice-President)
John K. Eschbach, Jr., President
(Type or Print name and title)
SUBURBAN AMBULANCE SERVICE, INC.
(Name of Merged Corporation)
By		/s/ F/ Richard Rudlaff, III
		(Signature of Chairperson or Vice-Chairperson or the President or Vice-President)
F. Richard Rudlaff, III, President
(Type or print name and title)
GOLD SEAL APPEARS ONLY ON ORIGINAL

DOCUMENT WILL BE RETURNED TO NAME AND MAILING ADDRESS INDICATED IN THE BOX BELOW. Include name, street and number (or P.O. box) city, state and zip code

OEHMKE LEGAL ASSOCIATES	Telephone
639 Beaubien	Area Code 313
Detroit, MI 48226	Number 963-3525

INFORMATION AND INSTRUCTIONS

Certificate of Merger

1. Submit one original copy of the Certificate of Merger. Upon the fIling, a microfilm copy will be prepared for the records in the Corporation and Securities Bureau. The original copy of the document will be returned as evidence of the filing.

Since the corporate documents are microfilmed for the Bureau’s files, it is imperative that the document submitted for filing be legible so that a usable microfilm can be obtained. Corporate documents with poor black and white contrast will be rejected.

2. This form may be used for merger of two or more domestic corporations pursuant to the provisions of Section 701 to 707. Act 284, Public Acts of 1972, as amended.

3. The Certificate must be signed in ink by the chairperson or vice-chairperson of the board, or the president or vice-president of each corporation.

4. Filing Fee: $50.00 (Make remittance payable to State of Michigan)

5. Mail form and fee to:

Michigan Department of Commerce

Corporation and Securities Bureau

Corporation Division

P.O. Box 30054

Lansing, Michigan 48909

Tel. (517) 373-0493

SUBURBAN AMBULANCE SERVICE, INC.

AGREEMENT AND PLAN OF MERGER

WITH PARAMED, INC.

AGREEMENT made this 1st day of January, 1984 by and between PARAMED, INC., a profit corporation incorporated under the laws of the State of Michigan, hereinafter called “PARAMED”, and SUBURBAN AMBULANCE SERVICE, INC., a profit corporation incorporated under the laws of the State of Michigan, hereinafter called “SUBURBAN”.

WHEREAS, PARAMED owns all of the outstanding shares of stock of SUBURBAN and both corporations are desirous of simplifying their business procedures, bookkeeping and administrative structure and of eliminating duplicative functions.

For and in consideration of the premises and the mutual covenants herein contained, the parties hereby agree as follows:

I. SUBURBAN shall merge into and consolidate with PARAMED and upon the effective date of such merger and consolidation, as hereinafter specified, SUBURBAN shall cease to exist and shall no longer exercise its powers, privileges and franchises subject to the laws of the State of Michigan, its state of incorporation. PARAMED shall succeed to the property and assets of and exercise

all of the powers, privileges and franchises of SUBURBAN and shall assume and be liable for all of the debts and liabilities, if any, of SUBURBAN.

II. This Agreement and Plan of Merger shall be submitted to the vote of the stockholders of each of the said corporations as provided by law, specifically, M.C.L. 450.1711, and subject to the approval of such stockholders, shall be and become effective as of 12:01, 1 January 1984.

III. The number of shares of SUBURBAN and PARAMED issued and outstanding are as follows:

PARAMED, INC. 50,000 shares authorized at $1.00 par value, 750 shares issued and outstanding.

SUBURBAN AMBULANCE SERVICE, INC. 50,000 shares authorized at $1.00 par value, 2,000 shares issued and outstanding, all of which are owned by PARAMED, INC.

The shares of SUBURBAN shall not be converted into shares of PARAMED, but shall be cancelled and the authorized capital stock of PARAMED shall not be changed, but shall be and remain the same as before the merger and consolidation.

IV. The state of incorporation of PARAMED shall be and remain the State of Michigan.

V. The officers and directors of PARAMED shall be the same officers and directors in office as of 31 December 1983.

VI. The name of the surviving corporation, upon the effective date of such merger and consolidation, shall be “PARAMED, INC.”

VII. All provisions of the existing Articles of Incorporation (on file with the Corporations and Securities Bureau of the State of Michigan) and Bylaws of PARAMED shall constitute the Articles of Incorporation and Bylaws of the surviving corporation, PARAMED.

VIII. SUBURBAN and PARAMED shall take, or cause to be taken, all action, or do or cause to be done, all things necessary, proper or advisable under the laws of the State of Michigan, to consummate and make effective the merger and consolidation subject, however, to the appropriate vote of the stockholders of each of the said corporations as provided by Law.

IX. PARAMED shall file with the Michigan Corporations and Securities Bureau a properly executed Certificate of Merger, and shall file Restated Articles of Incorporation and all other documents required by the State of Michigan.

This Agreement and Plan of Merger has been duly authorized by the respective Boards of Directors of PARAMED and SUBURBAN (in accordance with the laws of the State of Michigan) and is signed and sealed by the duly authorized officers of each such corporation on the day and year first above written.

SUBURBAN AMBULANCE SERVICE, INC.		PARAMED, INC.
BY:	/s/ F. Richard Rudlaff, III	By	/s/ John K. Eschbach, Jr.
	F. Richard Rudlaff, III		John K. Eschbach, Jr.
	President		President

CERTIFICATION

I, Floyd P. Miles, Jr., Acting Secretary of SUBURBAN AMBULANCE SERVICE, INC., certify that:

(1) The foregoing Agreement and Plan of merger was submitted to the holders of the capital stock of SUBURBAN AMBULANCE SERVICE, INC. at a meeting of the shareholders duly called for the purpose of considering the approval and adoption of said Agreement and Plan of Merger and duly held at the office of said Corporation at 2800 North Woodward, Bloomfield Hills, Michigan on the 30th day of December 1983, at 2:00 P.M.

(2) At said meeting the number of shares outstanding and authorized to vote on the approval and adoption of said Agreement and Plan of Merger were as follows:

10,000 shares authorized.

2,000 shares issues and outstanding.

(3) The total number of shares voted for (being all of the outstanding shares of the Corporation entitled to vote thereon) and against the approval and adoption of said Agreement and Plan of Merger, respectively, are as follows:

TOTAL VOTES FOR: 2,000

TOTAL VOTES AGAINST: 0

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of SUBURBAN AMBULANCE SERVICE, INC., this 30th day of December 1983.

/s/ Floyd P. Miles, Jr.

Floyd P. Miles, Jr.

Acting Secretary of

SUBURBAN AMBULANCE SERVICE, INC.

CERTIFICATION

I, F. Richard Rudlaff, III, Secretary of PARAMED, INC., certify that:

(1) The foregoing Agreement and Plan of merger was submitted to the holders of the capital stock of PARAMED, INC. at a meeting of the shareholders duly called for the purpose of considering the approval and adoption of said Agreement and Plan of Merger and duly held at the office of said Corporation at 2800 North Woodward, Bloomfield Hills, Michigan on the 30th day of December 1983, at 2:00 P.M.

(2) At said meeting the number of shares outstanding and authorized to vote on the approval and adoption of said Agreement and Plan of Merger were as follows:

10,000 shares authorized.

750 shares issues and outstanding.

(3) The total number of shares voted for (being all of the outstanding shares of the Corporation entitled to vote thereon) and against the approval and adoption of said Agreement and Plan of Merger, respectively, are as follows:

TOTAL VOTES FOR: 750

TOTAL VOTES AGAINST: 0

None of the shareholders elected to exercise any right of dissent to the merger.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of PARAMED, INC., this 30th day of December, 1983.

/s/ F. Richard Rudlaff, III	Affix
	Corporate
F. Richard Rudlaff, III	Seal
Secretary of PARAMED, INC.

(For Use by Domestic or Foreign Corporations)

CERTIFICATE OF ASSUMED NAME

Pursuant to the provisions of Section 217, Act 284, Public Acts of 1972, as amended, the undersigned corporation executes the following Certificate:

1. The true name of the corporation is PARAMED, INC.

2. The location of the registered office is

2800 WOODWARD AVE. - SUITE 100, BLOOMFIELD HILLS, Michigan 48013
(No. and Street)	(Town or City)	(Zip Code)

3. The assumed name under which the business is to be transacted is

RIVERSIDE E.M.S.

Signed this 7th day FEBRUARY, 1984.

PARAMED, INC.
(Corporate Name)
By	/s/ JOHN K. ESCHBACH, JR
	(Signature of President, Vice-President, Chairman or Vice-Chairman)
JOHN K. ESCHBACH, JR. PRESIDENT
(Type or Print Name and Title)

(Please do not write in spaces below - for Department use)

MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU

Date Received                

EXPIRATION DATE: December 31, 1989

INSTRUCTIONS

1. The Certificate shall be effective for a period expiring on December 31 of the fifth full calendar year following the year in which it was filed.

2. The Certificate is required to be signed in ink by the chairman or vice-chairman of the board, or the president or a vice-president of the corporation.

3. One original copy is required. A true copy will be prepared by the Corporation and Securities Bureau and returned to the person submitting the Certificate for filing.

4. Filing Fee $10.00

(Make fee payable to State of Michigan)

5. Mail form and fee to:

Michigan Department of Commerce

Corporation and Securities Bureau

Corporation Division

P.O. Drawer C

Lansing, Michigan 48904

MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU

(FOR BUREAU USE ONLY) Date Received                       

CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION

For use by Domestic Corporations

(Please read instructions and Paperwork Reduction Act notice on last page)

Pursuant to the provisions of Act 284, Public Acts of 1972, as amended (profit corporations), or Act 162, Public Acts of 1982 (nonprofit corporations), the undersigned corporation executes the following Certificate:

1. The present name of the corporation is: Paramed, Inc.

2. The corporation identification number (CID) assigned by the Bureau is: 1 9 7 — 8 2 9

3. The location of its registered office is:

2800 North Woodward Bloomfield Hills, Michigan 48013
(Street Address)	(City)	(ZIP Code)

4. Article III of the Articles of Incorporation is hereby amended to read as follows:

The total authorized capital stock is 250,000 common shares having a par value of $0.20 per share:

GOLD SEAL APPEARS ONLY ON ORIGINAL

5. COMPLETE SECTION (a) IF THE AMENDMENT WAS ADOPTED BY THE UNANIMOUS CONSENT OF THE INCORPORATOR(S) BEFORE THE FIRST MEETING OF THE BOARD OF DIRECTORS OR TRUSTEES; OTHERWISE, COMPLETE SECTION (b)

a. The foregoing amendment to the Articles of Incorporation was duly adopted on the                  day of                           , 19          , in accordance with the provisions of the Act by the unanimous consent of the incorporator(s) before the first meeting of the board of directors or trustees.

Signed this                day of                             , 19     

(Signatures of all incorporators; type or print name under each signature)

b. The foregoing amendment to the Articles of Incorporation was duly adopted on the 1st day of April, 1985. The amendment: (check one of the following)

was duly adopted in accordance with Section 611(2) of the Act by the vote of the shareholders if a profit corporation, or by the vote of the shareholders or members if a nonprofit corporation, or by the vote of the directors if a nonprofit corporation organized on a nonstock directorship basis. The necessary votes were cast in favor of the amendment.

was duly adopted by the written consent of all the directors pursuant to Section 525 of the Act and the corporation is a nonprofit corporation organized on a nonstock directorship basis.

was duly adopted by the written consent of the shareholders or members having not less than the minimum number of votes required by statute in accordance with Section 407(1) and (2) of the Act. Written notice to shareholders or members who have not consented in writing has been given. (Note: Written consent by less than all of the shareholders or members is permitted only if such provision appears in the Articles of Incorporation.)

was duly adopted by the written consent of all the shareholders or members entitled to vote in accordance with Section 407(3) of the Act.

Signed this 30 day of January, 1986

By	/s/ John K. Eschbach, Jr.
	(Signature)
John K. Eschbach, Jr., President
(Type or Print Name and Title)

GOLD SEAL APPEARS ONLY ON ORIGINAL

DOCUMENT WILL BE RETURNED TO NAME AND	Name of person or organization
MAILING ADDRESS INDICATED IN THE BOX	remitting fees:
BELOW. Include name, street and number	MacDonald and Goren, P.C.
(or P.O. box), city, state and ZIP code.
W. Patrick Dreisig, Esq.	Preparer’s name and business
MacDonald and Goren, P.C.	telephone number:
30215 Southfield Road, Suite 115
Southfield, Michigan 48076	W. Patrick Dreisig, Esq.
	(313) 645-5940

INFORMATION AND INSTRUCTIONS

1. This form is issued under the authority of Act 284, P.A. of 1972, as amended, and Act 162, P.A. of 1972. The amendment cannot be filed until this form, or a comparable document, is submitted.

2. Submit one original copy of this document. Upon filing, a microfilm copy will be prepared for the records of the Corporation and Securities Bureau. The original copy will be returned to the address appearing in the box above as evidence of filing.

Since this document must be microfilmed, it is important that the filing be legible. Documents with poor black and white contrast, or otherwise illegible, will be rejected.

3. This document is to be used pursuant to the provisions of section 631 of the Act for the purpose of amending the articles of incorporation of a domestic profit or nonprofit corporation. A nonprofit corporation is one incorporated to carry out any lawful purpose or purposes not involving pecuniary profit or gain for its directors, officers, shareholders, or members. A nonprofit corporation organized on a nonstock directorship basis, as authorized by Section 302 of the Act, may or may not have members, but if it has members, the members are not entitled to vote.

4. Item 2 — Enter the identification number previously assigned by the Bureau. If this number is unknown, leave it blank.

5. Item 4 — The entire article being amended must be set forth in its entirety. However, if the article being amended is divided into separately identifiable sections, only the sections being amended need be included.

6. This document is effective on the date approved and filed by the Bureau. A later effective date, no more than 90 days after the date of delivery, may be stated.

7. If the amendment is adopted before the first meeting of the board of directors, item 5(a) must be completed and signed in ink by all of the incorporators. If the amendment is otherwise adopted, item 5(b) must be completed and signed in ink by the president, vice-president, chairperson, or vice-chairperson of the corporation.

8. FEES: Filing fee (Make remittance payable to State of Michigan) $10.00

Franchise fee for profit corporations (payable only if authorized capital stock has increased) - 1/2 mill (.0005) on each dollar of increase over highest previous authorized capital stock.

9. Mail form and fee to:

Michigan Department of Commerce

Corporation and Securities Bureau

Corporation Division

P.O. Box 30054

Lansing, MI 48909

Telephone: (517) 373-0493

GOLD SEAL APPEARS ONLY ON ORIGINAL

MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU

Date Received                                            (FOR BUREAU USE ONLY)

Name

RAS MARPHATIA c/o ROPES & GRAY

Address

ONE INTERNATIONAL PLACE, BOSTON, MA 02110

City                                State                               Zip Code

EFFECTIVE DATE:

DOCUMENT WILL BE RETURNED TO NAME AND ADDRESS INDICATED ABOVE

CERTIFICATE OF MERGER / CONSOLIDATION

For Use by Domestic or Foreign Corporations

(Please read information and instructions on last page)

Pursuant to the provisions of Act 284, Public Acts of 1972 (profit corporations), and/or Act 162, Public Acts of 1982 (nonprofit corporations), the undersigned corporations execute the following Certificate:

1. Plan of Merger (Consolidation) is as follows:

a. The name of each constituent corporation and is corporation identification number is:

AMR of Michigan, Inc.	215 — 079
Paramed, Inc.	197 — 829

b. The name of the surviving (new) corporation and its corporation identification number is:

Paramed, Inc. 197 — 829

c. For each constituent stock corporation, state:

	Designation and
	number of outstanding	Indicate class or	Indicate class or
	shares in each class	series of shares	series entitled
Name of corporation	of series	entitled to vote	to vote as a class
AMR of Michigan. Inc  .	100 Common	Common	None
Paramed, Inc.	58,761 Common	Common	None

if the number of shares is subject to change prior to the affective data of the merger or consolidation, the manner in which the change may occur is as follows:

GOLD SEAL APPEARS ONLY ON ORIGINAL

d. For each constituent nonstock corporation

(i) If it is organized on a membership basis, state (a) the name of the corporation, (b) a description of its members, and (c) the number, classification and voting rights of its members.

(ii) if it is organized on a directorship basis, state (a) the name of the corporation, (b) a description of the organization of its board, and (c) the number, classification and voting rights of its directors.

e. The terms and conditions of the proposed merger (consolidation), including the manner and basis of converting the shares of, or membership or other interests in, each constituent corporation into shares, bonds, or other securities of, or membership or other interest in, the surviving (consolidated) corporation, or into cash or other consideration, are as follows:

(a) each outstanding share of common stock of AMR of Michigan, Inc., $0.01 par value, held of record will automatically be converted into one fully paid and non-assessable share of common stock of Paramed, Inc., $0.20 par value, as the Surviving Corporation; and

(b) each outstanding share of the common stock of Paramed, Inc., will be converted into the right to receive 11.076 shares of the common stock, $0.01 par value, of American Medical Response, Inc., a Delaware corporation and the sole shareholder of AMR of Michigan, Inc., divided by the number of shares of common stock of Paramed, Inc. outstanding at the effective date.

f. If a consolidation, the Articles of incorporation of the consolidated corporation are attached to this Certificate and are incorporated herein. If a merger, the amendments to the Articles, or a restatement of the Articles, of the surviving corporation to be effected by the merger are as follows:

The Articles of Incorporation of the Surviving Corporation will not be amended or otherwise affected by the Merger.

g. Other provisions with respect to the merger (consolidation) are as follows:

2. (Complete for any foreign corporation only)

This merger (consolidation) is permitted by the laws of the state of                            the jurisdiction under which                                                                                       

(name of foreign corporation)

Is organized and the plan of merger (consolidation) was adopted and approved by such corporation pursuant to and in accordance with the laws of that jurisdiction.

3. (Complete only if an effective date is desired other than the date of filing. This date must be no more than 90 days after receipt of this document in this office).

The merger (consolidation) shall be effective on the                    day of                    19      .

GOLD SEAL APPEARS ONLY ON ORIGINAL

4. (Complete applicable section for each constituent corporation)

a. (For domestic profit corporations only)

The plan of merger was approved by the unanimous consent of the incorporators of                                                                              , which has not commenced business, has not issued any shares, and has not elected a Board of Directors. (Incorporators must sign on this page of the Certificate.)

b. (For profit corporations involved in a merger only)

The plan of merger was approved by the Board of Directors of                                                                                                             , the surviving corporation, without the approval of the shareholders of that corporation in accordance with Section 701 of the Act.

c. (For profit corporations only)

The plan of merger was adopted by the Board of Directors of the following constituent corporations:

AMR of Michigan, Inc. and Paramed, Inc.

and was approved by the shareholders of those corporations in accordance with Section 703a.

d. (For nonprofit corporations only)

The plan of merger or consolidation was adopted by the Board of Directors

(i) (Complete if organized upon a stock or membership basis) of                                                                                                   and was approved by the shareholders or members of that corporation in accordance with Sections 701 and 703(1) and (2), or pursuant to Section 407 by written consent and written notice, if required.

(ii) (Complete if organized upon a directorship basis) of                                                                                                                  in accordance with Section 703(3).

Sign this area for item 4(a).

Signed this 15th day of February 1995

Signed this area for items 4(b), 4(c), or 4(d).

Signed this 15 day of February, 1995

AMR of Michigan, Inc.

By	/s/ Dominic Puopolo
	(Only signature of: President, Vice-President, Chairperson or Vice-Chairperson)
Signed this 15 day of February, 1995,
Paramed, Inc.
(Name of Corporation)
By	/s/ Thomas R. Gahan
	(Only Signature of: President, Vice-President, Chairperson or Vice-Chairperson)
	Thomas R. Gahan, President
	(Type or Print Name and Title)

MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU

Date Received (FOR BUREAU USE ONLY)

Name Thomas R. Gahan

Address 486 S. Opdyke Rd.

City        State       Zip Code

Pontiac, MI 48341   EFFECTIVE DATE:                                   

Document will be returned to the name and address you enter above

CERTIFICATE OF CHANGE OF REGISTERED OFFICE AND/OR CHANGE OF RESIDENT AGENT

For use by Domestic and Foreign Corporations and Limited Liability Companies (Please read information and instructions on reverse side)

Pursuant to the provisions of Act 284, Public Acts of 1972 (profit corporations), Act 162, Public Acts of 1982 (nonprofit corporations), or Act 23, Public Acts of 1993 (limited liability companies), the undersigned corporation or limited liability company executes the following Certificate:

1. The name of the corporation or limited liability company is:

Paramed, Inc.

2. The identification number assigned by the Bureau is: 1 9 7 - 8 2 9

3. a. The name of the resident agent on file with the Bureau is: John K. Eschbach, Jr.

b. The location of its registered office is:

480 S. Opdyke Rd. Pontiac, Michigan 48341

(Street Address)         (City)         (Zip code)

c. The mailing address of the above registered office on file with the Bureau is:

Box 849 Bloomfield Hills, Michigan 48303

(P.O. Box)             (City)             (Zip Code)

ENTER IN ITEM 4 THE INFORMATION AS IT SHOULD NOW APPEAR ON THE PUBLIC RECORD

4. a. The name of the resident agent is: Thomas R. Gahan, CEO

b. The address of the registered office is:

486 S. Opdyke Rd. Pontiac, Michigan 48341

(Street Address)           (City)       (Zip Code)

c. The mailing address of the registered office IF DIFFERENT THAN 4B is:

Box 215350 Auburn Hills, Michigan 48321

(P.O. Box)               (City)         (Zip Code)

5. The above changes were authorized by resolution duly adopted by: 1. ALL CORPORATIONS: its board of directors; 2. PROFIT CORPORATIONS ONLY: the resident agent if only the address of the registered office is changed, in which case a copy of this statement has been mailed to the corporation; 3. LIMITED LIABILITY COMPANIES: an operating agreement, affirmative vote of a majority of the members pursuant to section 502(1), managers pursuant to section 405, or the resident agent if only the address of the registered office is changed. The corporation or limited liability company further states that the address of its registered office and the address of its resident agent, as changed, are identical.

Date Signed: 10-26-95	Signed by:	/s/ Thomas Gahan
		(Signature)
		Thomas R. Gahan, President
	(Type or Print Name) (Type or Print Title)
GOLD SEAL APPEARS ONLY ON ORIGINAL

Name of Person or Organization

Remitting Fees

Paramed, Inc.

Preparer’s Name and Business

Telephone Number

Timothy J. Gipprich, Exec. Assistant

(810) 456-0030

INFORMATION AND INSTRUCTIONS

1. The certificate of change of registered office and/or change of resident agent cannot be filed until this form, or a comparable document, is submitted.

2. Submit one original of this document. Upon filing, the document will be added to the records of the Corporation and Securities Bureau. The original will be returned to the address you enter in the box on the front as evidence of filing.

Since this document will be maintained on optical disc media, it is important that the filing be legible. Documents with poor black and white contrast, or otherwise illegible, will be rejected.

3. This document is to be used pursuant to section 242 of Act 284, PA of 1972, or Act 162, PA of 1982, by domestic and foreign corporations, or pursuant to section 209 of Act 23, PA of 1993 by domestic and foreign limited liability companies, for the purpose of changing their registered office or resident agent, or both.

4. Item 2 - Enter the identification number assigned by the Bureau.

5. Item.3 - The address of the registered office and the name of the resident agent must be the same as are designated in the articles of incorporation, articles of organization, or subsequent change filed with the Bureau.

6. Item 4 - A post office box may not be designated as the address of the registered office. The resident agent can change the registered office by filing this form only if this is a profit corporation or a limited liability company.

7. This certificate must be signed in ink by:

ALL CORPORATIONS: president, vice-president, chairperson, vice-chairperson, secretary or assistant secretary.

PROFIT CORPORATIONS ONLY: the resident agent if only the registered office is changed.

DOMESTIC LIMITED LIABILITY COMPANIES: a manager if management is vested in one or more managers; at least one member if management is reserved to members; the resident agent if only the registered office is changed.

FOREIGN LIMITED LIABILITY COMPANIES: a person with authority to do so under the laws of the jurisdiction of its organization; the resident agent if only the registered office is changed.

8. FEES: Make remittance payable to the State of Michigan. Include name and identification number on check or money order.

Nonrefundable filing fee $5.00

9. Mail form and fee to:	The office is located at
Michigan Department of Commerce	6546 Mercantile Way
Corporation and Securities Bureau	Lansing, MI 48910
Corporation Division	(517) 334-6302
P.O. Box 30054
Lansing, MI 48909-7554

GOLD SEAL APPEARS ONLY ON ORIGINAL

MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU

Date Received                                            (FOR BUREAU USE ONLY)

Name CT Corporation System, PED

Address 1675 Broadway, Suite 1200

City	State	Zip Code
Denver	CO	80202

Document will be returned to the name and address you enter above

CERTIFICATE OF CHANGE OF REGISTERED OFFICE AND/OR CHANGE OF RESIDENT AGENT

For use by Domestic and Foreign Corporations and Limited Liability Companies (Please read information and instructions on reverse side)

Pursuant to the provisions of Act 284, Public Acts of 1972 (profit corporations), Act 162, Public Acts of 1982 (nonprofit corporations), or Act 23, Public Acts of 1993 (limited liability companies), the undersigned corporation or limited liability company executes the following Certificate:

1. The name of the corporation or limited liability company is:

Paramed, Inc.

2. The identification number assigned by the Bureau is: 197 - 829

3. a. The name of the resident agent on file with the Bureau is: Thomas R. Gahan

b. The location of its registered office is:

486 S. Opdyke Rd., Pontiac, Michigan 48341

(Street Address)         (City)         (Zip Code)

c. The mailing address of the above registered office on file with the Bureau is:

486 S. Opdyke Rd., Pontiac, Michigan 48341

(Street Address)          (City)         (Zip Code)

ENTER IN ITEM 4 THE INFORMATION AS IT SHOULD NOW APPEAR ON THE PUBLIC RECORD

4. a. The name of the resident agent is: THE CORPORATION COMPANY

b. The address of the registered office is:

30600 Telegraph Road Bingham Farms, Michigan 48025

(Street Address)                 (City)                     (Zip Code)

c. The mailing address of the registered office IF DIFFERENT THAN 4B is:

                                                                                                 , Michigan                  

(P.O. Box) (City) (Zip Code)

5. The above changes were authorized by resolution duly adopted by: 1. ALL CORPORATIONS: its board of directors; 2. PROFIT CORPORATIONS ONLY: the resident agent if only the address of the registered office is changed, in which case a copy of this statement has been mailed to the corporation; 3. LIMITED LIABILITY COMPANIES: an operating agreement, affirmative vote of a majority of the members pursuant to section 502(1), managers pursuant to section 405, or the resident agent if only the address of the registered office is changed. The corporation or limited liability company further states that the address of its registered office and the address of its resident agent, as changed, are identical.

Date Signed: September 1, 1996	Signed by:	/s/ William George
		William George, Vice President
(MICH. - 54 - 7/6/93)	(Type or Print Name) (Type or Print Title)

GOLD SEAL APPEARS ONLY ON ORIGINAL

MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU

Date Received                                  (FOR BUREAU USE ONLY)

0

Name

Denise Annunciata

Address

Ropes & Gray

One International Place

City     State      Zip Code

Boston, MA 02110-2624     EFFECTIVE DATE:

Document will be returned to the name and address you enter above

CERTIFICATE OF MERGER / CONSOLIDATION

For use by Domestic Profit and/or

NonProfit Corporations (Please read information and instructions on the last page)

Pursuant to the provisions of Act 284, Public Acts of 1972 (profit corporations), and/or Act 162, Public Acts of 1982 (nonprofit corporations), the undersigned corporations execute the following Certificate:

1. The Plan of Merger (Consolidation) is as follows:

a. The name of each constituent corporation and its identification number is:

E. M. T. S, Inc.	007-300
Mercy Services Inc.	013-259
Metro Emergency Medical Service Co.	338-802
Response, Inc.	360-146
Paramed, Inc.	197-829

b. The name of the surviving (new) corporation and its identification number is:

Paramed, Inc. 197-829

c. For each constituent stock corporation, state:

	Designation and
	number of outstanding	Indicate class or	Indicate class or
	shares in each class	series of shares	series entitled
Name of corporation	or series	entitled to vote	to vote as a class
E.M.T.S., Inc.	100	Common	None
Mercy Services Inc.	50,000	Common	None

Metro Emergency
Medical Service Co.	50,000	Common	None
Response, Inc.	1,000	Common	None
Paramed, Inc.	50,000	Common	None

If the number of shares is subject to change prior to the effective date of the merger or consolidation, the manner in which the change may occur is as follows:

Not applicable.

2. (Complete for any profit corporation only)

a. The manner and basis of converting shares are as follows:

The issued shares of the Extinguished Corporations shall not be converted in any manner, but each share which is issued as of the effective date of the merger shall be surrendered and extinguished.

b. The amendments to the Articles, or a restatement of the Articles, of the surviving corporation to be effected by the merger are as follows:

None.

c. The plan of merger will be furnished by the surviving profit corporation, on request and without cost, to any shareholder of any constituent profit corporation.

3. (Complete for any nonprofit corporation only)

a) If it is organized on a membership basis, state (a) the name of the corporation, (b) a description of its members, and (c) the number, classification and voting rights of its members.

Not applicable.

b) If it is organized on a directorship basis, state (a) the name of the corporation, (b) a description of the organization of its board, and (c) the number, classification and voting rights of its directors.

Not applicable.

c) State the terms and conditions of the proposed merger or consolidation, including the manner and basis of converting the shares of, or membership or other interests in, each constituent corporation into shares, bonds, or other securities of, or membership or other interest in, the surviving or consolidated corporation, or into cash or other consideration.

Not applicable.

d) If a consolidation, the Articles of Incorporation of the consolidated corporation are attached to this Certificate and are incorporated herein. If a merger, the amendments to the Articles, or a restatement of the Articles, of the surviving corporation to be effected by the merger are as follows:

Not applicable.

e) Other provisions with respect to the merger (consolidation) are as follows:

Not applicable.

4. (Complete for any foreign corporation only)

This merger is permitted by the laws of the state of not applicable.

the jurisdiction under which
	(name of foreign corporation)

is organized and the plan of merger (consolidation) was adopted and approved by such corporation pursuant to and in accordance with the laws of that jurisdiction.

5. (Complete only if an effective date is desired other than the date of filing.

The date must be no more than 90 days after receipt of this document in this office.)

The merger (consolidation) shall be effective on the          day of                     , 19    .

6. TO BE COMPLETED BY MICHIGAN PROFIT CORPORATIONS ONLY (Complete either part a or b for each corporation.)

a) The plan of merger was approved by the unanimous consent of the incorporators of                                                                         , a Michigan corporation which has not commenced business, has not issued any shares, and has not elected a Board of Directors.

(Signature of Incorporator)	(Signature of Incorporator)
(Signature of Incorporator)	(Signature of Incorporator)

b) The plan of merger was approved by

the Board of Directors of                                                                                         , the surviving Michigan corporation, without approval of the shareholders in accordance with Section 703a of the Act.

the Board of Directors and the shareholders of the following Michigan corporation(s) in accordance with Section 703a of the Act:

E. M. T. S., INC. RESPONSE, INC.

MERCY SERVICES INC. PARAMED, INC.

METRO EMERGENCY MEDICAL SERVICE CO.

By	/s/ Joshua T. Gaines	By	/s/ Joshua T. Gaines
	Signature of President, Vice President, Chairperson or Vice-Chairperson)		(Signature of President, Vice-President, Chairperson or Vice-Chairperson)
Joshua T. Gaines, Vice President		Joshua T. Gaines, Vice President
(Type or Print Name and Title)		(Type or Print Name and Title)
E.M.T.S., Inc.		Mercy Services Inc.
(Name of Corporation)		(Name of Corporation)
		* See Attached Page.

7. TO BE COMPLETED BY MICHIGAN NONPROFIT CORPORATIONS ONLY

The plan of merger or consolidation was approved by

the Board of Directors and shareholders or members of the following Michigan corporation(s) in accordance with Sections 701 and 703(1) and (2) of the Act:

the Board of Directors of the following Michigan corporation(s) organized on a directorship basis in accordance with Section 703(3) of the Act:

By		By
	(Signature of President. Vice-President, Chairperson or Vice-Chairperson)		(Signature of President. Vice-President, Chairperson or Vice-Chairperson)
(Type or Print Name and Title)		(Type or Print Name and Title)
(Name of Corporation)		(Name of Corporation)

GOLD SEAL APPEARS ONLY ON ORIGINAL

MICHIGAN DEPARTMENT OF LABOR & ECONOMIC GROWTH
BUREAU OF COMMERCIAL SERVICES
Date Received	(FOR BUREAU USE ONLY)
Feb 22, 2006
	This document is effective on the date filed, unless a subsequent effective date within 90 days after received is stated in the document.
Name
Corporation Service Company
Attn: Elizabeth A. Dawson
Address
2711 Centerville Road, Suite 400
City		State	Zip Code
Wilmington		DE	19808	Effective Date:

Document will be returned to the name and address you enter above if left blank document will be mailed to the registered office.

CERTIFICATE OF CHANGE OF REGISTERED OFFICE AND/OR CHANGE OF RESIDENT AGENT
For use by Domestic and Foreign Corporations and Limited Liability Companies
(Please read information and instructions on reverse side)

Pursuant to the provisions of Act 284, Public Acts of 1972 (profit corporations), Act 162, Public Acts of 1982 (nonprofit corporations), or Act 23, Public Acts of 1993 (limited liability companies), the undersigned corporation or limited liability company executes the following Certificate:

1.The name of the corporation or limited liability company is:

PARAMED, INC.

2.The identification number assigned by the Bureau is:  197829

3.a. The name of the resident agent on file with the Bureau is: CT Corporation

b. The location of the registered office on file with the Bureau is:

30600 Telegraph Road	Bingham Farms	, Michigan 48023
(Street Address)	(City)	(ZIP Code)

c. The mailing address of the above registered office on file with the Bureau is:

		, Michigan
(Street Address or P.O. Box)	(City)	(ZIP Code)

ENTER IN ITEM 4 THE INFORMATION AS IT SHOULD NOW APPEAR ON THE PUBLIC RECORD

4.a. The name of the resident agent is: CSC-Lawyers Incorporating Service (Company)

b. The address of the registered office is:

600 Abbott Road	East Lansing	, Michigan 48823
(Street Address)	(City)	(ZIP Code)

c. The mailing address of the above registered office IF DIFFERENT THAN 4B is:

		, Michigan
(Street Address or P.O. Box)	(City)	(ZIP Code)

5.The above changes were authorized by resolution duly adopted by: 1. ALL CORPORATIONS: its Board of Directors: 2. PROFIT CORPORATIONS ONLY: the resident agent if only the address of the registered office is changed, in which case a copy of this statement has been mailed to the corporation; 3 LIMITED LIABILITY COMPANIES: an operating agreement, affirmative vote of a majority of the members pursuant to section 602(1), managers pursuant to section 405, or the resident agent if only the address of the registered office is changed.

6.The corporation or limited liability company further states that the address of Its registered office and the address of its resident agent, as changed, are identical                                                                                             

Signature	Type or Print Name and Title or Capacity	Date Signed
/s/ Randy Owen	Randy Owen, Chief Financial Officer & VP	2-10-06

EX-3.194

Exhibit 3.194

BY-LAWS

OF

THE SUBSIDIARIES OF

AMERICAN MEDICAL RESPONSE, INC.

Section 1. LAW, CERTIFICATE OF INCORPORATION

AND BY-LAWS

1.1. These by-laws are subject to the certificate of incorporation of the corporation. In these by-laws, references to law, the certificate of incorporation and by-laws mean the law, the provisions of the certificate of incorporation and the by-laws as from time to time in effect.

Section 2. STOCKHOLDERS

2.1. Annual Meeting. The annual meeting of stockholders shall be held at 10:00 am on the second Tuesday in May in each year, unless that day be a legal holiday at the place where the meeting is to be held, in which case the meeting shall be held at the same hour on the next succeeding day not a legal holiday, or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect a board of directors and transact such other business as may be required by law or these by-laws or as may properly come before the meeting.

2.2. Special Meetings. A special meeting of the stockholders may be called at any time by the chairman of the board, if any, the president or the board of directors. A special meeting of the stockholders shall be called by the secretary, or in the case of the death, absence, incapacity or refusal of the secretary, by an assistant secretary or some other officer, upon application of a majority of the directors. Any such application shall state the purpose or purposes of the proposed meeting. Any such call shall state the place, date, hour, and purposes of the meeting.

2.3. Place of Meeting. All meetings of the stockholders for the election of directors or for any other purpose shall be held at such place within or without the state of incorporation as may be determined from time to time by the chairman of the board, if any, the president or the board of directors. Any adjourned session of any meeting of the stockholders shall be held at the place designated in the vote of adjournment.

2.4. Notice of Meetings. Except as otherwise provided by law, a written notice of each meeting of stockholders stating the place, day and hour thereof and, in the case of a special meeting, the purposes for which the meeting is called, shall be given not less then ten nor more than sixty days before the meeting, to each stockholder entitled to vote thereat, and to each stockholder who, by law, by the certificate of incorporation or by these by-laws, is entitled to notice, by leaving such notice with him or at his residence or usual place of business, or by depositing it in the United States mail, postage prepaid, and addressed to such stockholder at his

address as it appears in the records of the corporation. Such notice shall be given by the secretary, or by an officer or person designated by the board of directors, or in the case of a special meeting by the officer calling the meeting. As to any adjourned session of any meeting of stockholders, notice of the adjourned meeting need not be given if the time and place thereof are announced at the meeting at which the adjournment was taken except that if the adjournment is for more than thirty days or if after the adjournment a new record date is set for the adjourned session, notice of any such adjourned session of the meeting shall be given in the manner heretofore described. No notice of any meeting of stockholders or any adjourned session thereof need be given to a stockholder if a written waiver of notice, executed before or after the meeting or such adjourned session by such stockholder, is filed with the records of the meeting or if the stockholder attends such meeting without objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the stockholders or any adjourned session thereof need be specified in any written waiver of notice.

2.5. Quorum of Stockholders. At any meeting of the stockholders a quorum as to any matter shall consist of a majority of the votes entitled to be cast on the matter, except where a larger quorum is required by law, by the certificate of incorporation or by these by-laws. Any meeting may be adjourned from time to time by a majority of the votes properly cast upon the question, whether or not a quorum is present. If a quorum is present at an original meeting, a quorum need not be present at an adjourned session of that meeting. Shares of its own stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of any corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

2.6. Action by Vote. When a quorum is present at any meeting, a plurality of the votes properly cast for election to any office shall elect to such office and a majority of the votes properly cast upon any question other than an election to an office shall decide the question, except when a larger vote is required by law, by the certificate of incorporation or by these by-laws. No ballot shall be required for any election unless requested by a stockholder present or represented at the meeting and entitled to vote in the election.

2.7. Action without Meetings. Unless otherwise provided in the certificate of incorporation, any action required or permitted to be taken by stockholders for or in connection with any corporate action may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in the state of incorporation by hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. No written consent shall be effective to take the corporate action referred to therein unless written consents signed by a number of stockholders sufficient to take such action are delivered to the corporation

2

in the manner specified in this paragraph within sixty days of the earliest dated consent so delivered.

If action is taken by consent of stockholders and in accordance with the foregoing, there shall be filed with the records of the meetings of stockholders the writing or writings comprising such consent.

If action is taken by less than unanimous consent of stockholders, prompt notice of the taking of such action without a meeting shall be given to those who have not consented in writing and a certificate signed and attested to by the secretary that such notice was given shall be filed with the records of the meetings of stockholders.

In the event that the action which is consented to is such as would have required the filing of a certificate under any provision of the General Corporation Law of the State of Delaware, if such action had been voted upon by the stockholders at a meeting thereof, the certificate filed under such provision shall state, in lieu of any statement required by such provision concerning a vote of stockholders, that written consent has been given under Section 228 of said General Corporation Law and that written notice has been given as provided in such Section 228.

2.8. Proxy Representation. Every stockholder may authorize another person or persons to act for him by proxy in all matters in which a stockholder is entitled to participate, whether by waiving notice of any meeting, objecting to or voting or participating at a meeting, or expressing consent or dissent without a meeting. Every proxy must be signed by the stockholder or by his attorney-in-fact. No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally. The authorization of a proxy may but need not be limited to specified action, provided, however, that if a proxy limits its authorization to a meeting or meetings of stockholders, unless otherwise specifically provided such proxy shall entitle the holder thereof to vote at any adjourned session but shall not be valid after the final adjournment thereof.

2.9. Inspectors. The directors or the person presiding at the meeting may, and shall if required by applicable law, appoint one or more inspectors of election and any substitute inspectors to act at the meeting or any adjournment thereof. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspectors shall make a report in writing of any challenge, question or matter determined by them and execute a certificate of any fact found by them.

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2.10. List of Stockholders. The secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in his name. The stock ledger shall be the only evidence as to who are stockholders entitled to examine such list or to vote in person or by proxy at such meeting.

Section 3. BOARD OF DIRECTORS

3.1. Number. The corporation shall have one or more directors, the number shall be consistent with applicable law and shall be determined from time to time by vote of a majority of the directors then in office. No director need be a stockholder.

3.2. Tenure. Each director shall hold office until the next annual meeting and until his successor is elected and qualified, or until he sooner dies, resigns, is removed or becomes disqualified.

3.3. Powers. The business and affairs of the corporation shall be managed by or under the direction of the board of directors who shall have and may exercise all the powers of the corporation and do all such lawful acts and things as are not by law, the certificate of incorporation or these by-laws directed or required to be exercised or done by the stockholders.

3.4. Vacancies. Vacancies and any newly created directorships resulting from any increase in the number of directors may be filled by vote of the holders of the particular class or series of stock entitled to elect such director at a meeting called for the purpose, or by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, in each case elected by the particular class or series of stock entitled to elect such directors. When one or more directors shall resign from the board, effective at a future date, a majority of the directors then in office, including those who have resigned, who were elected by the particular class or series of stock entitled to elect such resigning director or directors shall have power to fill such vacancy or vacancies, the vote or action by writing thereon to take effect when such resignation or resignations shall become effective. The directors shall have and may exercise all their powers notwithstanding the existence of one or more vacancies in their number, subject to any requirements of law or of the certificate of incorporation or of these by-laws as to the number of directors required for a quorum or for any vote or other actions.

3.5. Committees. The board of directors may, by vote of a majority of the whole board, (a) designate, change the membership of or terminate the existence of any committee or committees, each committee to consist of one or more of the directors; (b) designate one or more directors as alternate members of any such committee who may replace any absent or disqualified member at any meeting of the committee; and (c) determine the extent to which each such committee shall have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation, including the power to authorize the seal of the corporation to be affixed to all papers which require it and the power and authority to declare dividends or to authorize the issuance of stock; excepting, however, such powers which by law, by the certificate of incorporation or by these by-laws they are prohibited from so delegating. In the absence or disqualification of any member of such committee and his alternate, if any, the member or members thereof present at any meeting and not

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disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Except as the board of directors may otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by the board or such rules, its business shall be conducted as nearly as may be in the same manner as is provided by these by-laws for the conduct of business by the board of directors. Each committee shall keep regular minutes of its meetings and report the same to the board of directors upon request.

3.6. Regular Meetings. Regular meetings of the board of directors may be held without call or notice at such places within or without the State of Delaware and at such times as the board may from time to time determine, provided that notice of the first regular meeting following any such determination shall be given to absent directors. A regular meeting of the directors may be held without call or notice immediately after and at the same place as the annual meeting of stockholders.

3.7. Special Meetings. Special meetings of the board of directors may be held at any time and at any place within or without the state of incorporation designated in the notice of the meeting, when called by the chairman of the board, if any, the president, or by one-third or more in number of the directors, reasonable notice thereof being given to each director by the secretary or by the chairman of the board, if any, the president or any one of the directors calling the meeting.

3.8. Notice. It shall be reasonable and sufficient notice to a director to send notice by mail or overnight courier at least forty-eight hours or by telegram at least twenty-four hours before the meeting addressed to him at his usual or last known business or residence address or to give notice to him in person or by telephone at least twenty-four hours before the meeting. Notice of a meeting need not be given to any director if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. Neither notice of a meeting nor a waiver of a notice need specify the purposes of the meeting.

3.9. Quorum. Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, at any meeting of the directors a majority of the directors then in office shall constitute a quorum; a quorum shall not in any case be less than one-third of the total number of directors constituting the whole board. Any meeting may be adjourned from time to time by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

3.10. Action by Vote. Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, when a quorum is present at any meeting the vote of a majority of the directors present shall be the act of the board of directors.

3.11. Action Without a Meeting. Any action required or permitted to be taken at any meeting of the board of directors or a committee thereof may be taken without a meeting if all the members of the board or of such committee, as the case may be, consent thereto in writing, and such writing or writings are filed with the records of the meetings of the board or of such

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committee. Such consent shall be treated for all purposes as the act of the board or of such committee, as the case may be.

3.12. Participation in Meetings by Conference Telephone. Members of the board of directors, or any committee designated by such board, may participate in a meeting of such board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other or by any other means permitted by law. Such participation shall constitute presence in person at such meeting.

3.13. Compensation. In the discretion of the board of directors, each director may be paid such fees for his services as director and be reimbursed for his reasonable expenses incurred in the performance of his duties as director as the board of directors from time to time may determine.

Nothing contained in this section shall be construed to preclude any director from serving the corporation in any other capacity and receiving reasonable compensation therefor.

3.14. Interested Directors and Officers.

(a) No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of the corporation’s directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if:

(1) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or

(2) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or

(3) The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the board of directors, a committee thereof, or the stockholders.

(b) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes the contract or transaction.

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Section 4. OFFICERS AND AGENTS

4.1. Enumeration; Qualification. The officers of the corporation shall be a president, a treasurer, a secretary and such other officers, if any, as the board of directors from time to time may in its discretion elect or appoint including without limitation a chairman of the board, one or more vice presidents and a controller. The corporation may also have such agents, if any, as the board of directors from time to time may in its discretion choose. Any officer may be but none need be a director or stockholder. Any two or more offices may be held by the same person. Any officer may be required by the board of directors to secure the faithful performance of his duties to the corporation by giving bond in such amount and with sureties or otherwise as the board of directors may determine.

4.2. Powers. Subject to law, to the certificate of incorporation and to the other provisions of these by-laws, each officer shall have, in addition to the duties and powers herein set forth, such duties and powers as are commonly incident to his office and such additional duties and powers as the board of directors may from time to time designate.

4.3. Election. The officers may be elected by the board of directors at their first meeting following the annual meeting of the stockholders or at any other time. At any time or from time to time the directors may delegate to any officer their power to elect or appoint any other officer or any agents.

4.4. Tenure. Each officer shall hold office until his respective successor is chosen and qualified unless a shorter period shall have been specified by the terms of his election or appointment, or in each case until he sooner dies, resigns, is removed or becomes disqualified. Each agent shall retain his authority at the pleasure of the directors, or the officer by whom he was appointed or by the officer who then holds agent appointive power.

4.5. Chairman of the Board of Directors, President and Vice President. The chairman of the board, if any, shall have such duties and powers as shall be designated from time to time by the board of directors. Unless the board of directors otherwise specifies, the chairman of the board, or if there is none the chief executive officer, shall preside, or designate the person who shall preside, at all meetings of the stockholders and of the board of directors.

Unless the board of directors otherwise specifies, the president shall be the chief executive officer and shall have direct charge of all business operations of the corporation and, subject to the control of the directors, shall have general charge and supervision of the business of the corporation.

Any vice presidents shall have such duties and powers as shall be set forth in these by-laws or as shall be designated from time to time by the board of directors or by the president.

4.6. Treasurer and Assistant Treasurers. Unless the board of directors otherwise specifies, the treasurer shall be in charge of the corporation’s funds and valuable papers, and shall have such other duties and powers as may be designated from time to time by the board of directors or by the president. If no controller is elected, the treasurer shall, unless the board of directors otherwise specifies, also have the duties and powers of the controller. Any assistant

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treasurers shall have such duties and powers as shall be designated from time to time by the board of directors, the president or the treasurer.

4.7. Controller and Assistant Controllers. If a controller is elected, he shall, unless the board of directors otherwise specifies, be in charge of its books of account and accounting records, and of its accounting procedures. He shall have such other duties and powers as may be designated from time to time by the board of directors, the president or the treasurer. Any assistant controller shall have such duties and powers as shall be designated from time to time by the board of directors, the president, the treasurer or the controller.

4.8. Secretary and Assistant Secretaries. The secretary shall record all proceedings of the stockholders, of the board of directors and of committees of the board of directors in a book or series of books to be kept therefor and shall file therein all actions by written consent of stockholders or directors. In the absence of the secretary from any meeting, an assistant secretary, or if there be none or he is absent, a temporary secretary chosen at the meeting, shall record the proceedings thereof. Unless a transfer agent has been appointed the secretary shall keep or cause to be kept the stock and transfer records of the corporation, which shall contain the names and record addresses of all stockholders and the number of shares registered in the name of each stockholder. He shall have such other duties and powers as may from time to time be designated by the board of directors or the president. Any assistant secretaries shall have such duties and powers as shall be designated from time to time by the board of directors, the president or the secretary.

Section 5. RESIGNATIONS AND REMOVALS

5.1. Any director or officer may resign at any time by delivering his resignation in writing to the chairman of the board, if any, the president, or the secretary or to a meeting of the board of directors. Such resignation shall be effective upon receipt unless specified to be effective at some other time, and without in either case the necessity of its being accepted unless the resignation shall so state. A director (including persons elected by stockholders or directors to fill vacancies in the board) may be removed from office with or without cause by the vote of the holders of a majority of the issued and outstanding shares of the particular class or series entitled to vote in the election of such director. The board of directors may at any time remove any officer either with or without cause. The board of directors may at any time terminate or modify the authority of any agent.

Section 6. VACANCIES

6.1. If the office of the president or the treasurer or the secretary becomes vacant, the directors may elect a successor by vote of a majority of the directors then in office. If the office of any other officer becomes vacant, any person or body empowered to elect or appoint that officer may choose a successor. Each such successor shall hold office for the unexpired term, and in the case of the president, the treasurer and the secretary until his successor is chosen and qualified or in each case until he sooner dies, resigns, is removed or becomes disqualified. Any vacancy of a directorship shall be filled as specified in Section 3.4 of these by-laws.

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Section 7. CAPITAL STOCK

7.1. Stock Certificates. Each stockholder shall be entitled to a certificate stating the number and the class and the designation of the series, if any, of the shares held by him, in such form as shall, in conformity to law, the certificate of incorporation and the by-laws, be prescribed from time to time by the board of directors. Such certificate shall be signed by the chairman or vice chairman of the board, or the president or a vice president and by the treasurer or an assistant treasurer or by the secretary or an assistant secretary. Any of or all the signatures on the certificate may be a facsimile. In case an officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the time of its issue.

7.2. Loss of Certificates. In the case of the alleged theft, loss, destruction or mutilation of a certificate of stock, a duplicate certificate may be issued in place thereof, upon such terms, including receipt of a bond sufficient to indemnify the corporation against any claim on account thereof, as the board of directors may prescribe.

Section 8. TRANSFER OF SHARES OF STOCK

8.1. Transfer on Books. Subject to the restrictions, if any, stated or noted on the stock certificate, shares of stock may be transferred on the books of the corporation by the surrender to the corporation or its transfer agent of the certificate therefor properly endorsed or accompanied by a written assignment and power of attorney properly executed, with necessary transfer stamps affixed, and with such proof of the authenticity of signature as the board of directors or the transfer agent of the corporation may reasonably require. Except as may be otherwise required by law, by the certificate of incorporation or by these by-laws, the corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to receive notice and to vote or to give any consent with respect thereto and to be held liable for such calls and assessments, if any, as may lawfully be made thereon, regardless of any transfer, pledge or other disposition of such stock until the shares have been properly transferred on the books of the corporation.

It shall be the duty of each stockholder to notify the corporation of his post office address.

8.2. Record Date. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no such record date is fixed by the board of directors, the record date for determining the stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment

9

of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no such record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the state of incorporation hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. If no record date has been fixed by the board of directors and prior action by the board of directors is required by applicable law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such payment, exercise or other action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

Section 9. CORPORATE SEAL

9.1. Subject to alteration by the directors, the seal of the corporation shall consist of a flat-faced circular die with the word “Delaware” and the name of the corporation cut or engraved thereon, together with such other words, dates or images as may be approved from time to time by the directors.

Section 10. EXECUTION OF PAPERS

10.1. Except as the board of directors may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts or other obligations made, accepted or endorsed by the corporation shall be signed by the chairman of the board, if any, the president, a vice president or the treasurer.

Section 11. FISCAL YEAR

11.1. The fiscal year of the corporation shall end on the 31st of December.

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Section 12. AMENDMENTS

12.1. These by-laws may be adopted, amended or repealed by vote of a majority of the directors then in office or by vote of a majority of the stock outstanding and entitled to vote. Any by-law, whether adopted, amended or repealed by the stockholders or directors, may be amended or reinstated by the stockholders or the directors.

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EX-3.195

Exhibit 3.195

CERTIFICATION OF INCORPORATION

OF

PARK AMBULANCE & OXYGEN SERVICE, INC.

We, the undersigned, for the purpose of forming a corporation, pursuant to Section 402 of the Business Corporation Law of the State of New York, do hereby certify:

FIRST: The name of the Corporation is PARK AMBULANCE & OXYGEN SERVICE, INC.

SECOND: The purposes for which the corporation is formed are:

(a) To operate, conduct and maintain a general ambulance business for the transportation of injured, infirm, sick and disabled persons, and to do all other things properly appertaining and belonging to said business;

(b) To design, patent, manufacture, buy, rent, lease, sell, exchange, import, export and generally deal and trade in any and all kinds of medical, surgical, hospital and drug supplies, furnishings, instruments, appliances, apparatus and equipment;

(c) To operate, conduct and maintain the general business of buying, selling, leasing, servicing and renting necessary supplies and equipment for hospitals and sickrooms, private and public, all devices, appliances, furnishings useful and usable in and about hospitals, clinics, doctors, offices, dentists’ offices and for the care and treatment of the sink and ailing, including x-ray and therapy equipment, surgical instruments ......, anesthetics, disinfectants, bandages, ......... drugs and medicines;

(d) To design, patent, manufacture, buy, rent, lease, sell, exchange, import, export and generally deal in any and all kinds of apparatus, appliances, and accessories incidental, useful and convenient to the practice of oxygen therapy; to install, service, repair, regulate and operate, insofar as may be permitted by law, the aforementioned apparatus, appliances and accessories;

(e) To manufacture, buy, sell, lease, deal and trade in oxygen, oxygen tents and chambers, and in any and all resuscitative media of every kind and description, containers thereof and administrative apparatus;

(f) To construct, purchase, lease or otherwise acquire, equip, maintain and operate laboratories to carry on experimental and research work for the improvement of oxygen therapy apparatus and treatments and of any other surgical instruments, hospital and sickroom supplies and equipment usable and useful in conjunction with any phase of its business;

(g) To purchase, lease and otherwise acquire, own and operate motor vehicles and transportation equipment of all types, including trucks, tractors, trailers, passenger cars and ambulances, and to carry a general trucking, transfer, cab and cartage business, including the hauling, transporting and delivery of any hospital and sickroom supplies, apparatus, accessories and equipment and any and all merchandise which may be necessary or convenient to the

conduct of the business of the corporation; to lease or rent for hire motor vehicles of all types to other persons and corporations for any legal purpose and to furnish chauffeurs, drivers, helpers and other employees to other corporations, firms or individuals in connection with the operation of motor vehicles, equipment of any kind, owned leased, hired or under the control of such other corporations, firms or Individuals.

(h) To apply for, obtain, register, purchase, lease or otherwise acquire and to hold, use, own, operate and introduce and to sell, assign, transfer or otherwise dispose of any trademarks, trade names, patents, inventions, licenses, improvements and                  used in connection with or secured under Letters                 , or otherwise to turn to account of such trademarks, patents, licenses, processes and the like for                 , or rights;

(i) To own, buy, sell, rent, lease, build, maintain and operate buildings, storage houses and garages for the storing, caring for and keeping for hire therein automobiles, taxicabs, motor cars, motor trucks and vehicles of every kind, nature and description;

(j) To buy, sell, lease, exchange, and hold real estate in the State of New York and elsewhere;

(k) To execute bonds and mortgages upon real estate;

(l) To borrow money for its corporate purposes and to execute its obligations therefore;

(m) To borrow money upon real estate and other securities;

(n) To buy, sell and hold stocks and bonds of other corporations;

(o) To make contracts for the erection of buildings;

(p) To establish and maintain branch offices in any part of the State of New York and other states of the United States of America;

(q) The foregoing enumeration of specific powers shall not be held to limit or restrict the general powers confirmed by the laws of the State of New York; and it is hereby expressly provided that the foregoing specific powers shall not be held to restrict or limit in any manner the powers of this corporation and that this corporation may do all and everything necessary, suitable or proper for the accomplishment of any of its purposes or objects hereinbefore enumerated either along or in association with other corporations, firms or individuals to the same extent and as fully as individuals might or could do as .... agents or otherwise.

THIRD: The... of shares shall be two hundred (200)

[ILLEGIBLE]

Name	Post Office Address
Fred Ruggiero	212 Lincoln Ave., Eastchester,
	New York
Frank Ruggiero	82 Fairway Drive, Eastchester,
	New York

In witness whereof, we have made and signed this certificate in duplicate, this 23 day of July, 1964.

/s/ Fred Ruggerio	(L.S.)	212 Lincoln Ave., Eastchester,
		New York
/s/ Frank Ruggerio	(L.S.)	82 Fairway Drive, Eastchester,
		New York

STATE OF NEW YORK)   ss:

COUNTY OF BRONX)

On this 23rd day of July 1964, before me personally came Fred Ruggiero and Frank Ruggiero, to me known and known to me as the individuals described in and who executed the foregoing instrument, and they severally acknowledged to me that they executed the same.

/s/ Gertrude Eder

Gertrude Eder

MICHAEL L. BUONOCORE

COUNSELOR AT LAW

Office and Post Office Address

60 East 42nd Street

Borough of Manhattan

New York 17, N. Y.

CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION

OF

PARK AMBULANCE & OXYGEN SERVICE; INC.

Under Section 805 of the Business Corporation Law

IT IS HEREBY CERTIFIED THAT:

1. The name of the corporation is:

PARK AMBULANCE & OXYGEN SERVICE, INC.

2. The certificate of incorporation was filed by the Department of State on the 3rd day of August, 1964.

3. The certificate of incorporation is hereby amended to effect the following change:

To amend Paragraph (1) which sets forth the name of the corporation.

Paragraph (1) shall now read as follows:

(1) The name of the corporation is:

PARK AMBULANCE SERVICE INC.

4. The amendment to the certificate of incorporation was authorized first by the board of directors and then by the holder of all outstanding shares entitled to vote thereon.

IN WITNESS WHEREOF, the undersigned hereby affirms that the statements made herein are true under the penalties of perjury.

Dated: March 2, 1993

/s/ Lawrence Ruggiero

Lawrence Ruggiero

Sole Shareholder

CERTIFICATE OF CHANGE

OF

PARK AMBULANCE SERVICE INC.

UNDER SECTION 805-A OF THE BUSINESS CORPORATION LAW

WE, THE UNDERSIGNED, Robert E. Jarrett and Robert H. Byrne, being respectively the Vice-President, Financial Operations and Secretary of Park Ambulance Service, Inc. hereby certify:

1. The name of the corporation is Park Ambulance Service, Inc.

2. The Certificate of Incorporation of said corporation was filed by the Department of State on August 3, 1964. It was incorporated under the name of Park Ambulance & Oxygen Service, Inc.

3. The following was authorized by the Board of Directors:

A. To change the location of the corporation’s office in New York from the County of Bronx to the County of New York.

B. To change the post office address to which the Secretary of State shall mail a copy of process in any action or proceeding against the corporation which may be served on him from c/o The Corporation, 1138 Morris Park Avenue, Borough of Bronx, City and State of New York to c/o CT Corporation, 1633 Broadway, New York, New 10019.

C. To designate the registered agent in New York upon whom all process against the corporation may be served on as CT Corporation System, 1633 Broadway, New York 10019.

IN WITNESS WHEREOF, we have signed this Certificate on the 18th day of April, 1995 and we affirm the statements contained therein as true under penalties of perjury.

/s/ Robert E. Jarrett

Robert E. Jarrett - Vice President

Financial Operations

/s/ Robert H. Byrne

Robert H. Byrne - Secretary

CERTIFICATE OF MERGER

OF

Associated Ambulance Service, Inc.

Adam Transportation Service, Inc.,

Park Ambulance Service, Inc.,

Five Counties Ambulance Service, Inc.

Sunrise Handicap Transport Corp.

INTO

MEDTRANS OF NEW YORK, INC.

1. (a) The name of each constituent is as follows:

MedTrans of New York, Inc.

Associated Ambulance Service, Inc.

Adam Transportation Service, Inc.

Park Ambulance Service, Inc.

Five Counties Ambulance Service, Inc.

Sunrise Handicap Transport Corp.

(b) The name of the surviving corporation is MedTrans of New York, Inc. and following the merger its name shall be MedTrans of New York, Inc.

2. As to each constituent corporation, the designation and number of outstanding shares of each class and series and the voting rights thereof are as follows:

	Designation and	Class or Series	Shares entitled
	of shares in each class	of Shares entitled	to vote as a
Name of Corporation	or series outstanding	to Vote	class or series
MedTrans of New York, Inc.	100 Common	Common	1
Associated Ambulance Service, Inc.	1,000 Common	Common	1
Adam Transportation Service, Inc.	l00 Common	Common	1
Park Ambulance Service, Inc.	50 Common	Common	1
Five Counties Ambulance	100 Common	Common	1
Sunrise Handicap Transport Corp.	100 Common	Common	1

3. There will be no amendments or changes made to the Certificate of Incorporation of the surviving corporation once the merger has taken place.

4. The date when the Certificate of Incorporation of each constituent corporation was filed by the Department of State is as follows:

Name of Corporation	Date of Incorporation
MedTrans of New York, Inc.	December 27, 1994
Associated Ambulance Service, Inc.	April 8, 1988 (under the name of Amb-U-Chair Coaches, Inc.)
Adam Transportation Service, Inc.	December 23, 1988
Park Ambulance Service, Inc.	August 3, 1964 (under the name of Park Ambulance & Oxygen Service, Inc.)
Five Counties Ambulance Service, Inc.	November 23, 1964
Sunrise Handicap Transport Corp.	May 11, 1981

5. The merger was adopted by each constituent corporation in the following manner:

(a) As to MedTrans of New York, Inc., by the unanimous written consent of the shareholders.

(b) As to Associated Ambulance Service, Inc., by the unanimous written consent of the shareholders.

(c) As to Adam Transportation Service, Inc., by the unanimous written consent of the shareholders.

(d) As to Park Ambulance Service, Inc., by the unanimous written consent of the shareholders.

(e) As to Five Counties Ambulance Service, Inc., by the unanimous written consent of the shareholders.

(f) As to Sunrise Handicap Transport Corp., by the unanimous written consent of the shareholders.

6. The merger shall be effected on the 31st day of August, 1996.

IN WITNESS WHEREOF, we have signed this certificate on the 27th day of August, 1996, and we affirm the statements therein as true under penalties or perjury.

MedTrans of New York, Inc.

By:	/s/ Michael Forsayeth
Michael Forsayeth - Vice President
By:	/s/ Robert H. Byrne
Robert H. Byrne, Secretary
Associated Ambulance Service, Inc.
By:	/s/ Michael Forsayeth
Michael Forsayeth - Vice President
By:	/s/ Robert H. Byrne
Robert H. Byrne, Secretary
Adam Transportation Service, Inc.
By:	/s/ Michael Forsayeth
Michael Forsayeth - Vice President
By:	/s/ Robert H. Byrne
Robert H. Byrne, Secretary
Park Ambulance Service, Inc.
By:	/s/ Michael Forsayeth
Michael Forsayeth - Vice President
By:	/s/ Robert H. Byrne
Robert H. Byrne, Secretary
Five Counties Ambulance Service, Inc.

By:	/s/ Michael Forsayeth
Michael Forsayeth - Vice President
By:	/s/ Robert H. Byrne
Robert H. Byrne, Secretary
Sunrise Handicap Transport corp.

By:	/s/ Michael Forsayeth
Michael Forsayeth - Vice President
By:	/s/ Robert H. Byrne
Robert H. Byrne, Secretary

At a Special Term of the Supreme Court of the State of New York, County of Albany, held at the Court House in Albany, New York, on the 18 day of March, 1997

PRESENT:

HON. THOMAS W. KEEGAN, JUSTICE.

SUPREME COURT

COUNTY OF ALBANY

STATE OF NEW YORK

MEDTRANS OF NEW YORK, INC.,

ASSOCIATED AMBULANCE SERVICE, INC.,

ADAM TRANSPORTATION SERVICE, INC.,

PARK AMBULANCE SERVICE, INC.,

FIVE COUNTIES AMBULANCE SERVICE, INC. and

SUNRISE HANDICAP TRANSPORT CORP.

Plaintiffs,

AGAINST

SECRETARY OF STATE OF THE STATE OF NEW YORK,

Defendant.

ORDER

Plaintiffs, MEDTRANS OF NEW YORK, INC., ASSOCIATED AMBULANCE SERVICE, INC., ADAM TRANSPORTATION SERVICE, INC., PARK AMBULANCE SERVICE, INC., FIVE COUNTIES AMBULANCE SERVICE, INC. and SUNRISE HANDICAP TRANSPORT CORP. by their attorney, Lawrence A. Kirsch, Esq., by an Order To Show Cause having sought an Order in this Court annulling the filing of the Certificate of Merger of the above named corporations into MEDTRANS OF NEW YORK, INC. filed on the 31st day of August, 1996, with the Division of Corporations of the New York State Secretary of State’s Office, and upon reading and filing the affidavit of Lawrence A. Kirsch, Esq., sworn to the 28th day of February, 1997, and the Defendant having no objection to such order, it is hereby

ORDERED, that the Certificate of Merger of ASSOCIATED AMBULANCE SERVICE, INC., ADAM TRANSPORTATION SERVICE, INC., PARK AMBULANCE SERVICE, INC., FIVE COUNTIES AMBULANCE SERVICE, INC. AND SUNRISE HANDICAP TRANSPORT CORP. into MEDTRANS OF NEW YORK, INC. filed in the Offices of the Division of Corporations of the New York Secretary of State’s Office on August 30, 1996, to be effective August 31, 1996 be annulled, and it is further

ORDERED, that the constituent corporations to the above merger be restored to the index of existing corporations of the Department of State, Division of Corporations, and it is further

ORDERED, that Plaintiffs file a copy of this Order with the Department of State, Division of Corporations with respect to each of the above named entities and pay the appropriate statutory filing fees for same.

Signed this 18 day of March, 1997, at Albany, New York.

/s/ Hon. Thomas W. Keegan

Hon. Thomas W. Keegan

Justice of the Supreme Court

STATE OF NEW YORK

COUNTY OF ALBANY CLERK’S OFFICE

ss.:

I, THOMAS G. CLINGAN, Clerk of the said County, and also Clerk of the Supreme and County Courts, being Courts of Record held therein, DO HEREBY CERTIFY that I have compared the annexed copy Order with the original thereof filed in this office on the 18 day of March 1997 and that the same is a correct transcript therefrom, and of the whole of said original.

IN TESTIMONY WHEREOF, I have hereunto set my name and affixed my official seal, this 18 day of March 1997.

/s/ X

Clerk

COURT ORDER NULLIFYING

CERTIFICATE OF MERGER OF

MEDTRANS OF NEW YORK, INC.

ASSOCIATED AMBULANCE SERVICE, INC.

ADAM TRANSPORTATION SERVICE, INC.

PARK AMBULANCE SERVICE, INC.

FIVE COUNTIES AMBULANCE SERVICE, INC.

SUNRISE HANDICAP TRANSPORT CORP.

Filed by:

HARTER, SECREST & EMERY

700 MIDTOWN TOWER

ROCHESTER, NY 14604-2070

CERTIFICATE OF CHANGE OF

PARK AMBULANCE SERVICE INC.

Under Section 805-A of the Business Corporation Law

1. The name of the corporation is

PARK AMBULANCE SERVICE INC.

If applicable, the original name under which it was formed is

PARK AMBULANCE & OXYGEN SERVICE, INC.

2. The Certificate of Incorporation of said corporation was filed by the Department of State on 8/3/64.

3. The address of CT Corporation System as the registered agent of said corporation is hereby changed from CT CORPORATION SYSTEM, 1633 BROADWAY, NEW YORK, NY 10019 to 111 Eighth Avenue, New York, New York 10011.

4. The address to which the Secretary of State shall mail a copy of process in any action or proceeding against the corporation which may be served on him is hereby changed from c/o CT CORPORATION SYSTEM, 1633 BROADWAY, NEW YORK, NY 10019 to c/o CT Corporation System, 111 Eighth Avenue, New York, New York 10011.

5. Notice of the above changes was mailed to the corporation by CT Corporation System not less than 30 days prior to the date of delivery to the Department of State and such corporation has not objected thereto.

6. CT Corporation System is both the agent of such corporation to whose address the Secretary of State is required to mail copies of process and the registered agent of such corporation.

IN WITNESS WHEREOF, I have signed this certificate on September 1, 1999 and affirm the statements contained herein as true under penalties of perjury.

C T CORPORATION SYSTEM
By:	/s/ Kenneth J. Uva
	Kenneth J. Uva
	Vice President

NY Domestic Corporation agent/process address

New York State
Department of State
Division of Corporations, State Records
and Uniform Commercial Code
41 State Street
Albany, NY 12231
www.dos.state.ny.us

CERTIFICATE OF CHANGE
OF

PARK AMBULANCE SERVICE INC.

(Insert Name of Domestic Corporation)

Under Section 805-A of the Business Corporation Law

FIRST: The name of the corporation is:

PARK AMBULANCE SERVICE INC.

If the name of the corporation has been changed, the name under which it was formed is

PARK AMBULANCE & OXYGEN SERVICE, INC.

SECOND: The certificate of incorporation was filed by the Department of State on:

                                  August 3, 1964

THIRD: The change(s) effected hereby are: [Check appropriate box(es)]

oThe county location, within this state, in which the office of the corporation is located, is changed to:

x           The address to which the Secretary of State shall forward copies of process accepted on behalf of the corporation is changed to read in its entirety as follows:  c/o Corporation Service Company, 80 State Street Albany, NY 12207-2543

x           The corporation hereby: [Check one]

oDesignates                                                                                                                                                                                
as its registered agent upon whom process against the corporation may be served.

The street address of the registered agent is:

xChanges the designation of its registered agent to:  Corporation Service Company.  The street address of the registered agent is: 80 State Street Albany, NY 12207-2543

oChanges the address of its registered agent to:

oRevokes the authority of its registered agent.

FOURTH: The change was authorized by the board of directors.

/s/ Randy Owen	/s/ Randy Owen, Chief Financial Officer & VP
(Signature)	(Name and Title of Signer)

CERTIFICATE OF CHANGE
OF

PARK AMBULANCE SERVICE INC.

(Insert Name of Domestic Corporation)

Under Section 805-A of the Business Corporation Law

Filer’s Name Emcare Inc., Attn: Ms. Robyn Bakalar

Address 1717 Main Street, Suite 5200

City, State and Zip Code Dallas, TX 75201

NOTE  This form was prepared by the New York State Department of State. You are not required to use this form. You may draft your own form or use forms available at legal stationery stores. The Department of State recommends that all documents be prepared under the guidance of an attorney. The certificate must be submitted with a $30 filing fee.

For Office Use Only

EX-3.196

Exhibit 3.196

AMENDMENT NO. 1

TO

BYLAWS OF

PARK AMBULANCE SERVICE, INC.

Pursuant to Article XI, Section (a) of the Bylaws (the “Bylaws”) of Park Ambulance Service, Inc., a New York corporation (the “Company”), the Bylaws of the Company are hereby amended as set forth:

Article III, Section 7 is hereby amended and restated in its entirety to read as follows:

7. Quorum of Directors. A majority of directors then in office shall constitute a quorum for the transaction of business at any meeting.

Article III, Section 8 is hereby amended and restated in its entirety to read as follows:

8. Action of the Board. Action of the board shall be authorized by the role of a majority of the directors present at the time of the vote if there is a quorum, unless otherwise provided by law or these by-laws. In the absence of a quorum, a majority of the directors present may adjourn any meting from time to time until a quorum is present.

BY-LAWS

of

PARK AMBULANCE & OXYGEN SERVICE, INC.

ARTICLE I - OFFICES

The principal office of the corporation shall be in the City of New York, County of Bronx, State of New York. The corporation may also have offices at such other places within or with-out the State of New York as the board may from time to time determine or the business of the corporation may require.

ARTICLE II - SHAREHOLDERS

1. PLACE OF MEETINGS.

Meetings of shareholders shall be held at the principal office of the corporation or at such place within or without the State of New York as the board shall authorize.

2. ANNUAL MEETING.

The annual meeting of the shareholders shall be held on the 1st day of September at 2:00 P. M. in each year if not a legal holiday, and, if a legal holiday, then on the next business day following at the same hour, when the shareholders shall elect a board and trans-act such other business as may properly come before the meeting.

3. SPECIAL MEETINGS.

Special meetings of the shareholders may be called by the board or by the president and shall be called by the president or the secretary at the request in writing of a majority of the board or at the request in writing by shareholders owning a majority in amount of the shares issued and outstanding. Such request shall state the purpose or purposes of the proposed meeting. Business transacted at a special meeting shall be confined to the purposes stated in the notice.

4. FIXING RECORD DATE.

For the purpose of determining the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action, the board shall fix, in advance, a date as the record date for any such determination of shareholders. Such date shall not be more than fifty nor less than ten days before the date of such meeting, nor more than fifty days prior to any other action. If no record date is fixed it shall be determined in accordance with the provisions of law.

5. NOTICE OF MEETINGS OF SHAREHOLDERS.

Written notice of each meeting of shareholders shall state the purpose or purposes for which the meeting is called, the place, date and hour of the meeting and unless it is the annual meeting, shall indicate that it is being issued by or at the direction of the person or persons calling the meeting. Notice shall be given either personally or by mail to each shareholder entitled to vote at such meeting, not less than ten nor more than fifty days before the date of the meeting. If action is proposed to be taken that might entitle shareholders to payment for their shares, the notice shall include a statement of that purpose and to that effect. If mailed, the notice is given when deposited in the United States mail, with postage thereon prepaid, directed to the shareholder at his address as it appears on the record of shareholders, or, if he shall have filed with the secretary a written request that notices to him be mailed to some other address, then directed to him at such other address.

6. WAIVERS.

Notice of meeting need not be given to any shareholder who signs a waiver of notice, in person or by proxy, whether before or after the meeting. The attendance of any shareholder at a meeting, in person or by proxy, with-out protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of notice by him.

7. QUORUM OF SHAREHOLDERS.

The proportion of shares the holders of which shall be pre-sent in person or represented by proxy at any meeting of the shareholders in order to constitute a quorum for the transaction of any business thereat, shall be 100%.

When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any shareholders.

The shareholders present may adjourn the meeting despite the absence of a quorum.

8. PROXIES.

Every shareholder entitled to vote at a meeting of shareholders or to express consent or dissent without a meeting may authorize another person or persons to act for him by proxy.

Every proxy must be signed by the shareholder or his attorney-in-fact. No proxy shall be valid after expiration of eleven months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the shareholder executing it, except as otherwise provided by law.

9. QUALIFICATION OF VOTERS.

Every shareholder of record shall be entitled at every meeting of shareholders to one vote for every share standing in his name on the record of shareholders, unless otherwise provided in the certificate of incorporation.

10. VOTE OF SHAREHOLDERS.

The proportion of votes or consents of the holders of shares which shall be necessary for the transaction of any business at any meeting of the shareholders, including amendments to the Certificate of Incorporation, or the giving of any consent, shall be 100%.

11. WRITTEN CONSENT OF SHAREHOLDERS.

Any action that may be taken by vote may be taken without a meeting on written consent, setting forth the action so taken, signed by the holders of all the outstanding shares entitled to vote thereon or signed by such lesser number of holders as may be provided for in the certificate of incorporation.

ARTICLE III - DIRECTORS

1. BOARD OF DIRECTORS.

Subject to any provision in the certificate of incorporation the business of the corporation shall be managed by its board of directors, each of whom shall be at least 21 years of age and must be shareholders.

2. NUMBER OF DIRECTORS.

The number of directors shall be two (2).

When all of the shares are owned by less than three shareholders, the number of directors may be less than three but not less than the number of shareholders.

3. ELECTION AND TERM OF DIRECTORS.

At each annual meeting of shareholders, the shareholders shall elect directors to hold office until the next annual meeting. Each director shall hold office until the expiration of the term for which he is elected and until his successor has been elected and qualified, or until his prior resignation or removal.

4. NEWLY CREATED DIRECTORSHIPS AND VACANCIES.

Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the board for any reason except the removal of directors without cause may be filled by a vote of a majority of the directors then in office, although less than a quorum exists, unless otherwise

provided in the certificate of incorporation. Vacancies occurring by reason of the removal of directors without cause shall be filled by vote of the shareholders unless otherwise provided in the certificate of incorporation. A director elected to fill a vacancy caused by resignation, death or removal shall be elected to hold office for the unexpired term of his predecessor.

5. REMOVAL OF DIRECTORS.

Any or all of the directors may be removed for cause by vote of the shareholders or by action of the board. Directors may be removed without cause only by vote of the shareholders.

6. RESIGNATION.

A director may resign at any time by giving written notice to the board, the president or the secretary of the corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.

7. QUORUM OF DIRECTORS.

The number of directors who shall be present at any meeting of the board, in order to constitute a quorum for the trans-action of any business, shall be two (2).

8. ACTION OF THE BOARD.

The number of votes of directors which shall be necessary for the transaction of any business at any meeting of the board, shall be two (2).

9. PLACE AND TIME OF BOARD MEETINGS.

The board may hold its meetings at the office of the corporation or at such other places, either within or without the State of New York, as it may from time to time determine.

10. REGULAR ANNUAL MEETING.

A regular annual meeting of the board shall be held immediately following the annual meeting of shareholders at the place of such annual meeting of shareholders.

11. NOTICE OF MEETINGS OF THE BOARD, ADJOURNMENT.

(a) Regular meetings of the board may be held without notice at such time and place as it shall from time to time determine. Special meetings of the board shall be held upon notice to the directors and may be called by the president upon three days notice to each director either personally or by mail or by wire; special meetings shall be called by the president or by the secretary in a like manner on written request of two directors. Notice of a meeting need not be given to any director who submits a waiver of notice whether before or after the meeting or who attends the meeting with-out protesting prior thereto or at its commencement, the lack of notice to him.

(b) A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of the adjournment shall be given all directors who were absent at the time of the adjournment and, unless such time and place are announced at the meeting, to the other directors.

12. CHAIRMAN.

At all meetings of the board the president, or in his absence, a chair-man chosen by the board shall preside.

13. EXECUTIVE AND OTHER COMMITTEES.

The board, by resolution adopted by a majority of the entire board, may designate from among its members an executive committee and other committees, each consisting of three or more directors. Each such committee shall serve at the pleasure of the board.

14. COMPENSATION.

No compensation shall be paid to directors, as such, for their services, but by resolution of the board a fixed sum and expenses for actual attendance, at each regular or special meeting of the board may be authorized. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

ARTICLE IV - OFFICERS

1. OFFICES, ELECTION, TERM.

(a) Unless otherwise provided for in the certificate of incorporation, the board may elect or appoint a president, one or more vice-presidents, a secretary and a treasurer, and such other officers as it may determine, who shall have such duties, powers and functions as hereinafter provided.

(b) All officers shall be elected or appointed to hold office until the meeting of the board following the annual meeting of shareholders.

(c) Each officer shall hold office for the term for which he is elected or appointed and until his successor has been elected or appointed and qualified.

2. REMOVAL, RESIGNATION, SALARY, ETC.

(a) Any officer elected or appointed by the board may be removed by the board with or without cause.

(b) In the event of the death, resignation or removal of an officer, the board in its discretion may elect or appoint a successor to fill the unexpired term.

(c) Any two or more offices may be held by the same person, except the offices of president and secretary.

(d) The salaries of all officers shall be fixed by the board.

(e) The directors may require any officer to give security for the faithful performance of his duties.

3. PRESIDENT.

The president shall be the chief executive officer of the corporation; he shall preside at all meetings of the shareholders and of the board; he shall have the management of the business of the corporation and shall see that all orders and resolutions of the board are carried into effect.

4. VICE-PRESIDENTS.

During the absence or disability of the president, the vice-president, or if there are more than one, the executive vice-president, shall have all the powers and functions of the president. Each vice-president shall per-form such other duties as the board shall prescribe.

5. SECRETARY.

The secretary shall:

(a) attend all meetings of the board and of the shareholders;

(b) record all votes and minutes of all proceedings in a book to be kept for that purpose;

(c) give or cause to be given notice of all meetings of shareholders and of special meetings of the board;

(d) keep in safe custody the seal of the corporation and affix it to any instrument when authorized by the board;

(e) when required, prepare or cause to be prepared and available at each meeting of shareholders a certified list in alphabetical order of the names of shareholders entitled to vote thereat, indicating the number of shares of each respective class held by each;

(f) keep all the documents and records of the corporation as required by law or otherwise in a proper and safe manner.

(g) perform such other duties as may be prescribed by the board.

6. ASSISTANT-SECRETARIES.

During the absence or disability of the secretary, the assistant-secretary, or if there are more than one, the one so designated by the secretary or by the board, shall have all the powers and functions of the secretary.

7. TREASURER.

The treasurer shall:

(a) have the custody of the corporate funds and securities;

(b) keep full and accurate accounts of receipts and disbursements in the corporate books;

(c) deposit all money and other valuables in the name and to the credit of the corporation in such depositories as may be designated by the board;

(d) disburse the funds of the corporation as may be ordered or authorized by the board and preserve proper vouchers for such disbursements;

(e) render to the president and board at the regular meetings of the board, or whenever they require it, an account of all his transactions as treasurer and of the financial condition of the corporation;

(f) render a full financial report at the annual meeting of the share-holders if so requested;

(g) be furnished by all corporate officers and agents at his request, with such reports and statements as he may require as to all financial transactions of the corporation;

(h) perform such other duties as are given to him by these by-laws or as from time to time are assigned to him by the board or the president.

8. ASSISTANT-TREASURER.

During the absence or disability of the treasurer, the assistant-treasurer, or if there are more than one, the one so designated by the secretary or by the board, shall have all the powers and functions of the treasurer.

9. SURETIES AND BONDS.

In case the board shall so require, any officer or agent of the corporation shall execute to the corporation a bond in such sum and with such surety or sureties as the board may direct, conditioned upon the faithful performance of his duties to the corporation and including responsibility for negligence and for the accounting for all property, funds or securities of the corporation which may come into his hands.

ARTICLE V - CERTIFICATES FOR SHARES

1. CERTIFICATES.

The shares of the corporation shall be represented by certificates. They shall be numbered and entered in the books of the corporation as they are issued. They shall exhibit the holder’s name and the number of shares and shall be signed by the president or a vice-president and the treasurer or the secretary and shall bear the corporate seal.

2. LOST OR DESTROYED CERTIFICATES.

The board may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation, alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to be lost or destroyed. When authorizing such issue of a new certificate or certificates, the board may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or give the corporation a bond in such sum and with such surety or sureties as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost or destroyed.

3. TRANSFERS OF SHARES.

(a) Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled there-to, and cancel the old certificate; every such transfer shall be entered on the transfer book of the corporation which shall be kept at its principal office. No transfer shall be made within ten days next preceding the annual meeting of shareholders.

(b) The corporation shall be entitled to treat the holder of record of any share as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person whether or not it shall have express or other notice thereof, except as expressly provided by the laws of New York.

4. CLOSING TRANSFER BOOKS.

The board shall have the power to close the share transfer books of the corporation for a period of not more than ten days during the thirty day period immediately preceding (1) any shareholders’ meeting, or (2) any date upon which shareholders shall be called upon to or have a right to take action without a meeting, or (3) any date fixed for the payment of a dividend or any other form of distribution, and only those shareholders of record at the time the transfer books are closed, shall be recognized as such for the purpose of (1) receiving notice of or voting at such meeting, or (2) allowing them to take appropriate action, or (3) entitling them to receive any dividend or other form of distribution.

ARTICLE VI - DIVIDENDS

Subject to the provisions of the certificate of incorporation and to applicable law, dividends on the outstanding shares of the corporation may be declared in such amounts and at such time or times as the board may determine. Before payment of any dividend, there may be set aside out of the net profits of the corporation available for dividends such sum or sums as the board from time to time in its absolute discretion deems proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the board shall think conducive to the interests of the corporation, and the board may modify or abolish any such reserve.

ARTICLE VII - CORPORATE SEAL

The seal of the corporation shall be circular in form and bear the name of the corporation, the year of its organization and the words “Corporate Seal, New York.” The seal may be used by causing it to be impressed directly on the instrument or writing to be sealed, or upon adhesive substance affixed thereto. The seal on the certificates for shares or on any corporate obligation for the payment of money may be a facsimile, engraved or printed.

ARTICLE VIII - EXECUTION OF INSTRUMENTS

All corporate instruments and documents shall be signed or countersigned, executed, verified or acknowledged by such officer or officers or other person or persons as the board may from time to time designate.

ARTICLE IX - FISCAL YEAR

The fiscal year shall begin the first day of September in each year.

ARTICLE X - REFERENCES TO CERTIFICATE OF INCORPORATION

Reference to the certificate of incorporation in these by-laws shall include all amendments thereto or changes thereof unless specifically excepted.

ARTICLE XI - BY-LAW CHANGES

AMENDMENT, REPEAL, ADOPTION, ELECTION OF DIRECTORS.

(a) Except as otherwise provided in the certificate of incorporation the by-laws may be amended, repealed or adopted by vote of the holders of the shares at the time entitled to vote in the election of any directors. By-laws may also be amended, repealed or adopted by the board but any by-law adopted by the board may be amended by the shareholders entitled to vote thereon as hereinabove provided.

(b) If any by-law regulating an impending election of directors is adopted, amended or repealed by the board, there shall be set forth in the notice of the next meeting of shareholders for the election of directors the by-law so adopted, amended or repealed, together with a concise statement of the changes made.

ACTION BY CONSENT OF THE
SOLE DIRECTOR
OF PARK AMBULANCE SERVICE, INC.

The undersigned, being the sole director of Park Ambulance Service, Inc., a New York corporation (the “Company”), hereby consents to the taking of the following actions and hereby adopts, by written consent, the following resolutions, pursuant to Section 708 of the New York Business Corporation Law:

RESOLVED, that Article III, Section 7 of the Bylaws of the Company be hereby amended by deleting the following text:

7. Quorum of Directors. The number of directors who shall be present at any meeting of the board, in order to constitute a quorum for the transaction of any business, shall be two (2).

and inserting in its place:

7.   Quorum of Directors. A majority of directors then in office shall constitute a quorum for the transaction of business at any meeting.

RESOLVED, that Article III, Section 8 of the Bylaws of the Company be hereby amended by deleting the following text:

8.   Action of the Board. The number of votes of directors which shall be necessary for the transaction of any business at any meeting of the board, shall be two (2).

and inserting in its place:

8. Action of the Board. Action of the board shall be authorized by the role of a majority of the directors present at the time of the vote if there is a quorum, unless otherwise provided by law or these by-laws. In the absence of a quorum, a majority of the directors present may adjourn any meting from time to time until a quorum is present,

IN WITNESS WHEREOF, the undersigned has hereto signed his name this day of February, 2005.

William Sanger
Sole Director

EX-3.197

Exhibit 3.197

ARTICLES OF INCORPORATION

OF

PHYSICIAN ACCOUNT MANAGEMENT, INC.

The undersigned does hereby act as incorporator in adopting the following Articles of Incorporation for the purpose of organizing a corporation for profit, pursuant to the provisions of the Florida Business Corporation Act.

FIRST: The corporate name for the corporation (hereinafter called the “corporation”) is Physician Account Management, Inc.

SECOND: The street address, wherever located, of the principal office of the corporation is 1717 Main Street, Suite 5200, Dallas, TX 75201

The mailing address, wherever located, of the corporation is 1717 Main Street, Suite 5200, Dallas, TX 75201

[NO PAR SHARES]

THIRD: The number of shares that the corporation is authorized to issue is 1000, all of which are without par value and are of the same class and are Common shares.

FOURTH: The street address of the initial registered office of the corporation in the State of Florida is c/o Corporation Service Company, 1201 Hays Street, Tallahassee, Florida 32301.

The name of the initial registered agent of the corporation at the said registered office is Corporation Service Company.

The written acceptance of the said initial registered agent, as required by the provisions of Section 607.0501(3) of the Florida Business Corporation Act, is set forth following the signature of the incorporator and is made a part of these Articles of Incorporation.

FIFTH: The name and the address of the incorporator are:

NAME	ADDRESS
Martha Hesse - Director	1717 Main Street, Suite 5200, Dallas, TX 75201
William Sanger - President	1717 Main Street, Suite 5200, Dallas, TX 75201
Donald Harvey-Secretary	1717 Main Street, Suite 5200, Dallas, TX 75201
Todd Zimmerman - VP	1717 Main Street, Suite 5200, Dallas, TX 75201
Randy Owen Treasurer & VP	1717 Main Street, Suite 5200, Dallas, TX 75201
Robyn Bakalar — Assistant Sec.	1717 Main Street, Suite 5200, Dallas, TX 75201

SIXTH: Each share of the corporation shall entitle the holder thereof to a preemptive right, for a period of thirty days, to subscribe for, purchase, or otherwise acquire any shares of the same class of the corporation or any equity and/or voting shares of any class of the corporation which the corporation proposes to issue or any rights or options which the corporation proposes to grant for the purchase of shares of the same class of the corporation or of equity and/or voting shares of any class of the corporation or for the purchase of any shares, bonds, securities, or obligations of the corporation which are convertible into or exchangeable for, or which carry any rights to subscribe for, purchase, or otherwise acquire unissued shares of the same class of the corporation or equity and/or voting shares of any class of the corporation, whether now or hereafter authorized or created, and whether the proposed issue, reissue, or grant is for cash, property, or any other lawful consideration; and after the expiration of said thirty days, any and all of such shares, rights, options, bonds, securities, or obligations of the corporation may be issued, reissued, or granted by the Board of Directors, as the case may be, to such individuals and entities, and for such lawful consideration, and on such terms, as the Board of Directors in its discretion may determine. As used herein, the terms “equity shares” and “voting shares” shall mean, respectively, shares which confer unlimited dividend rights and shares which confer unlimited voting rights in the election of one or more directors.

SEVENTH: The purposes for which the corporation is organized are as follows:

To engage in any lawful business for which corporations may be organized under the Florida Business Corporation Act.

EIGHTH: The duration of the corporation shall be perpetual.

2

NINTH: The corporation shall, to the fullest extent permitted by the provisions of the Florida Business Corporation Act, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said provisions from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said provisions, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, vote of shareholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

TENTH: Whenever the corporation shall be engaged in the business of exploiting natural resources or other wasting assets, distributions may be paid in cash out of depletion or similar reserves at the discretion of the Board of Directors and in conformity with the provisions of the Florida Business Corporation Act.

ELEVENTH: The corporate existence of the corporation shall begin upon filing.

Signed on December 7, 2001

/s/ Robyn Bakalar

Robyn Bakalar, Incorporator

Having been named as registered agent and to accept service of process for the above-named corporation at the place designated in these Articles of Incorporation, I hereby accept the appointment as registered agent and agree to act in this capacity. I further agree to comply with the provisions of all statutes relating to the proper and complete performance of my duties, and I am familiar with and accept the obligations of my position as registered agent.

CORPORATION SERVICE COMPANY
By:	/s/Lynette Coleman
	[Name], [Title]
Date:	12/13/2001

3

EX-3.198

Exhibit 3.198

BYLAWS

OF

PHYSICIAN ACCOUNT MANAGEMENT, INC.

ARTICLE I

OFFICES

1.01. The registered agent and office of Physician Account Management, Inc. (the “Corporation”) shall be such registered agent and office as shall from time to time be established pursuant to the articles of incorporation, as amended from time to time, of the Corporation (the “Charter”) or by resolution of the Board of Directors of the Corporation (the “Board”).

1.02. The Corporation may also have offices at such other places both within and without the State of Florida as the Board may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF SHAREHOLDERS

2.01. Meetings of Shareholders of the Corporation (the “Shareholders”) for any purpose may be held at such place, within or without the State of Florida, as shall be fixed from time to time by the Board, or, if the Board has not so specified, then at such place as may be fixed by the person or persons calling the meeting.

2.02. An annual meeting of the Shareholders shall be held at such date and time as shall be fixed from time to time by the Board, at which they shall elect a Board, and transact such other business as may properly be brought before the meeting.

2.03. At least ten days before each meeting of Shareholders, a complete list of the Shareholders entitled to vote at said meeting arranged in alphabetical order, with the residence of each and the number of voting shares held by each, shall be prepared by the officer or agent having charge of the stock transfer books. Such list, for a period of ten days prior to such meeting, shall be kept on file at the registered office of the Corporation and shall be subject to inspection by any Shareholder at any time during usual business hours. Such list shall be produced and kept open at the time and place of the meeting during the whole time thereof, and shall be subject to the inspection of any Shareholder who may be present.

2.04. Special meetings of the Shareholders, for any purpose or purposes, unless otherwise prescribed by statute, the Charter, or these bylaws, may be called by the President, a majority of the Board, or the holders of not less than ten percent of all the shares entitled to vote at the

meetings. Business transacted at all special meetings shall be confined to the objects stated in the notice of the meeting.

2.05. Written or printed notice stating the place, day, and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than sixty days before the date of the meeting, either personally or by mail, by or at the direction of the President, the Secretary, or the officer or person calling the meeting, to each Shareholder of record entitled to vote at the meeting.

2.06. The holders of a majority of the shares of the Corporation issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall be requisite and shall constitute a quorum at all meetings of the Shareholders for the transaction of business except as otherwise provided by statute, the Charter, or these bylaws. If, however, such quorum shall not be present or represented at any meeting of the Shareholders, the Shareholders entitled to vote thereat, present in person or represented by proxy, shall nevertheless have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At an adjourned session at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.

2.07. When a quorum is present at any meeting, the vote of the holders of a majority of the shares of the Corporation having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which, by express provision of any applicable statute, the Charter, or these bylaws, a different vote is required, in which case such express provision shall govern and control the decision of such question. The Shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough Shareholders to leave less than a quorum.

2.08. Each outstanding share of the Corporation, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of Shareholders, unless otherwise provided by statute or the Charter. At any meeting of the Shareholders, every Shareholder having the right to vote shall be entitled to vote in person or by proxy appointed by an instrument in writing subscribed by such Shareholder or by his or her duly authorized attorney-in-fact, such writing bearing a date not more than eleven months prior to said meeting, unless said instrument provides for a longer period. Such proxy shall be filed with the Secretary of the Corporation prior to or at the time of the meeting. Voting need not be by written ballot unless required by the Charter or by vote of the Shareholders present at the meeting.

2.09. The Board may fix in advance a record date for the purpose of determining Shareholders entitled to notice of or to vote at a meeting of Shareholders, such record date to be not less than ten nor more than sixty days prior to such meeting, or the Board may close the stock transfer books for such purpose for a period of not less than ten nor more than sixty days prior to such meeting. In the absence of any action by the Board, the date upon which the notice of the meeting is mailed shall be the record date.

2.10. Any action required by statute to be taken at a meeting of the Shareholders, or any action which may be taken at a meeting of the Shareholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Shareholders entitled to vote with respect to the subject matter thereof, and such consent shall have the same force and effect as a unanimous vote of Shareholders.

2.11. Subject to the provisions required or permitted by statute or the Charter for notice of meetings, Shareholders may participate in and hold a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

ARTICLE III

DIRECTORS

3.01. The business and affairs of the Corporation shall be managed by the Board who may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Charter or by these bylaws directed or required to be exercised or done by the Shareholders.

3.02. The initial Board shall be as stated in the Charter. Thereafter, the number of directors which shall constitute the full Board shall be as determined from time to time by resolution of the Board or by the Shareholders at the annual meeting or a special meeting called for that purpose, but no decrease shall have the effect of shortening the term of an incumbent director. Directors need not be Shareholders or residents of the State of Florida. The directors shall be elected at the annual meeting of the Shareholders, except as hereinafter provided, and each director elected shall hold office until his or her successor shall be elected and shall qualify.

3.03. At any meeting of Shareholders called expressly for such purpose, any director or the entire Board may be removed, with or without cause, by vote of the holders of a majority of the shares of the Corporation then entitled to vote at an election of directors. If any vacancies occur in the Board caused by death, resignation, retirement, disqualification, or removal from office of any director or otherwise, a majority of the directors then in office, though less than a quorum, may choose a successor or successors or a successor or successors may be chosen at a special meeting of Shareholders called for that purpose; and each successor director so chosen shall be elected for the unexpired term of his or her predecessor in office. Any directorship to be filled by reason of an increase in the number of directors may be filled by election at an annual meeting or special meeting of Shareholders called for that purpose or may be filled by the Board for a term of office continuing only until the next election of one or more directors by the Shareholders.

3.04. Whenever the holders of any class or series of shares of the Corporation are entitled to elect one or more directors by the provisions of the Charter, any vacancies in such directorships and any newly created directorships of such class or series to be filled by reason of an increase in the

number of such directors may be filled by the affirmative vote of a majority of the directors elected by such class or series then in office or by a sole remaining director so elected, or by the vote of the holders of the outstanding shares of such class or series, and such directorships shall not in any case be filled by the vote of the remaining directors or the holders of the outstanding shares as a whole unless otherwise provided in the Charter.

3.05. At each election for directors, every Shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by such Shareholder for as many persons as there are directors to be elected and for whose election he has a right to vote, or to cumulate his votes by giving one candidate as many votes as the number of such directors multiplied by his shares shall equal, or by distributing such votes on the same principle.

Executive and Other Committees

3.06. The Board, by resolution adopted by a majority of the Board, may designate from among its members an executive committee and one or more other committees, each of which shall be comprised of one or more members and, to the extent provided in such resolution, shall have and may exercise all of the authority of the Board, including the authority to declare dividends and to authorize the issuance of shares of the Corporation, to the extent permitted by law. Committees shall keep regular minutes of their proceedings and report the same to the Board when required.

Meetings of Directors

3.07. The directors of the Corporation may hold their meetings, both regular and special, either within or without the State of Florida.

3.08. The first meeting of each newly elected Board shall be held without further notice immediately following the annual meeting of Shareholders, and at the same place, unless by unanimous consent of the directors then elected and serving such time or place shall be changed.

3.09. Regular meetings of the Board maybe held without notice at such time and place as shall from time to time be determined by the Board.

3.10. Special meetings of the Board may be called by the President on two days’ notice to each director, either personally or by mail, telecopy, or overnight courier; special meetings shall be called by the President or Secretary in like manner and on like notice on the written request of a majority of the directors. Except as maybe otherwise expressly provided by statute, the Charter, or these bylaws, neither the business to be transacted at, nor the purpose of, any special meeting needs to be specified in a notice or waiver of notice.

3.11. At all meetings of the Board the presence of a majority of the full Board shall be necessary and sufficient to constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board, except as may be otherwise specifically provided by statute or by the Charter or by these bylaws. If a quorum shall not be present at any meeting of directors, the directors present thereat may

adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

3.12. Any action required or permitted to be taken at a meeting of the Board or any committee may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the members of the Board or committee, as the case may be. Such consent shall have the same force and effect as a unanimous vote at a meeting.

3.13. Subject to the provisions required or permitted by statute or the Charter for notice of meetings, members of the Board, or members of any committee designated by the Board, may participate in and hold a meeting of the Board or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Compensation of Directors

3.14. Directors, as such, shall not receive any stated salary for their services, but, by resolution of the Board, a fixed sum and expenses of attendance, if any, maybe allowed for attendance at each regular or special meeting of the Board; provided that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

ARTICLE IV

NOTICES

4.01. Whenever under the provisions of any applicable statute, the Charter or these bylaws, notice is required to be given to any director or Shareholder, and no provision is made as to how such notice shall be given, it shall not be construed to mean personal notice, but any such notice may be given by mail, postage prepaid, addressed to such director or Shareholder at such address as appears on the books of the Corporation. Any notice required or permitted to be given by mail shall be deemed to be given at the time when the same shall be thus deposited in the United States mails as aforesaid.

4.02. Whenever any notice is required to be given to any Shareholder or director of the Corporation under the provisions of any applicable statute, the Charter or these bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated in such notice, shall be deemed equivalent to the giving of such notice.

ARTICLE V

OFFICERS

5.01. The officers of the Corporation shall be elected by the directors and shall include a Chairman of the Board, a President, a Treasurer and a Secretary. The Board may also, at its discretion, elect a Vice Chairman of the Board, one or more Executive Vice Presidents or Vice Presidents and a Treasurer. Such other officers, including assistant officers, and agents as may be deemed necessary may be elected or appointed by the Board. Any two or more offices may be held by the same person.

5.02. The Board at its first meeting after each annual meeting of Shareholders shall choose a Chairman of the Board and, at its discretion, a Vice Chairman of the Board, from its members; and a President, a Treasurer, a Secretary, and such other officers, including assistant officers, and agents as may be deemed necessary, none of whom need be a member of the Board.

5.03. The Board may appoint such other officers and agents as it shall deem necessary, who shall be appointed for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

5.04. The salaries of all officers and agents of the Corporation shall be fixed by the Board. Unless so fixed by the Board each officer of the Corporation shall serve without remuneration.

5.05. Each officer of the Corporation shall hold office until his successor is chosen and qualified in his stead or until his death or until his resignation or removal from office. Any officer or agent elected or appointed by the Board may be removed at any time by the Board, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. If the office of any officer becomes vacant for any reason, the vacancy may be filled by the Board.

Chairman of the Board

5.06. The Chairman of the Board shall preside at all meetings of the shareholders and the Board. He shall be ex-officio a member of all standing committees. The Chairman shall have such other and further responsibility as may from time-to-time be assigned by the Board.

Chief Executive Officer

5.07. The Board may by resolution designate one of the executive officers enumerated in Section 5.01 to serve as Chief Executive Officer.

Vice-Chairman of the Board

5.08. The Vice-Chairman of the Board shall have duties assigned by the Board and shall preside in the absence of the Chairman, at all meetings of the Shareholders and the Board. He shall be ex-officio a member of all standing committees.

The President

5.09. The President shall be the chief operating and executive officer of the Corporation, shall have the general powers and duties of oversight, supervision and management of the business

and affairs of the Corporation and shall see that all orders and resolutions of the Board are carried into effect. He shall be an ex-officio member of all standing committees of the Board.

The Secretary and Assistant Secretaries

5.10. The Secretary shall attend all sessions of the Board and all meetings of the Shareholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose and shall perform like duties for any committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the Shareholders and special meetings of the Board, and shall perform such other duties as may be prescribed by the Board or the President, under whose supervision the Secretary shall be.

5.11. Each Assistant Secretary shall have such powers and perform such duties as the Board may from time to time prescribe or as the President may from time to time delegate.

The Treasurer

5.12. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements of the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board.

5.13. The Treasurer shall disburse the funds of the corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the directors, at the regular meetings of the Board, or whenever they may require it, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation, and shall perform such other duties as the Board may prescribe or as the President may from time to time delegate.

5.14. If required by the Board, the Treasurer shall give the Corporation a bond in such form, in such sum, and with such surety or sureties as shall be satisfactory to the Board for the faithful performance of the duties of the office of Treasurer and for the restoration to the Corporation, in case of death, resignation, retirement, or removal from office, of all books, papers, vouchers, money, and other property of whatever kind in the Treasurer’s possession or under the Treasurer’s control belonging to the Corporation.

5.15. Each Assistant Treasurer shall have such powers and perform such duties as the Board may from time to time prescribe or as the President may from time to time delegate.

Other Offices

5.16. Any Executive Vice President, Vice President, or other officer elected by the Board shall have such powers and perform such duties as the Board may from time to time prescribe or as the President may from time to time delegate.

ARTICLE VI

CERTIFICATES REPRESENTING SHARES

6.01. Certificates in such form as may be determined by the Board shall be delivered representing all shares to which Shareholders are entitled. Such certificates shall be consecutively numbered and shall be entered in the books of the Corporation as they are issued. Each certificate shall state on the face thereof the name of the Corporation, the name to whom the certificate is issued, the number and class of shares and the designation of the series, if any, which such certificate represents, the par value of such shares or a statement that such shares are without par value, and that the Corporation is organized under the laws of Florida. Each certificate shall be signed by either the President or any Vice President then in office and by either the Secretary, an Assistant Secretary, or any Treasurer then in office, and may be sealed with the seal of the Corporation or a facsimile thereof. If any certificate is countersigned by a transfer agent, or an assistant transfer agent or registered by a registrar, other than the Corporation or an employee of the Corporation, the signature of any such officer of the Corporation may be a facsimile. Whenever the Corporation shall be authorized to issue more than one class of stock, there shall be (1) set forth conspicuously upon the face or back of each certificate a full statement of (a) all of the designations, preferences, limitations, and relative rights of the shares of each class authorized to be issued and (b) if the Corporation is authorized to issue any preferred or special class in series, the variations in the relative rights and preferences of the shares of each series so far as the same have been fixed and determined and the authority of the Board to fix and determine the relative rights and preferences of subsequent series; or (2) stated conspicuously on the face or back of the certificate that (a) such a statement is set forth in the Charter on file in the office of the Secretary of State of Florida and (b) the Corporation will furnish a copy of such statement to the record holder of the certificate without charge upon request to the Corporation at its principal place of business or registered office. Whenever the Corporation by the Charter has limited or denied the preemptive rights of Shareholders to acquire unissued or treasury shares of the Corporation, each certificate (1) shall conspicuously set forth upon the face or back of such certificate a full statement of the limitation or denial of preemptive rights contained in the Charter, or (2) shall conspicuously state on the face or back of the certificate that (a) such statement is set forth in the Charter on file in the office of the Secretary of State of Florida and (b) the Corporation will furnish a copy of such statement to the record holder of the certificate without charge upon request to the Corporation at its principal place of business or registered office. If any restriction on the transfer or the registration of the transfer of shares shall be imposed or agreed to by the Corporation, as permitted by law, each certificate representing shares so restricted (1) shall conspicuously set forth a full or summary statement of the restriction on the face of the certificate, or (2) shall set forth such statement on the back of the certificate and conspicuously refer to the same on the face of the certificate, or (3) shall conspicuously state on the face or back of the certificate that such a restriction exists pursuant to a specified document and (a) that the Corporation will furnish to the record holder of the certificate without charge upon written request to the corporation at its principal place of business or registered office a copy of the specified document, or (b) if such document is one required or permitted to be and has been filed under the Florida Business Corporation Act, that such document is on file in the office of the Secretary of State of Florida and contains a full statement of such restriction.

Lost Certificates

6.02. The Board may direct a new certificate representing shares to be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to be lost or destroyed. When authorizing such issue of a new certificate, the Board, in its discretion and as a condition precedent to the issuance thereof, may require the owner of such lost or destroyed certificate, or his legal representative, to advertise the same in such manner as it shall require and/or give the Corporation a bond in such form, in such sum, and with such surety or sureties as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost or destroyed.

Transfer of Shares

6.03. Upon presentation to the Corporation or the transfer agent of the Corporation with a request to register the transfer of a certificate representing shares duly endorsed and otherwise meeting the requirements for transfer specified in the Florida Business and Commerce Code, it shall be the duty of the Corporation or the transfer agent of the Corporation to register the transfer as requested.

Registered Shareholders

6.04. Prior to due presentment for transfer, the Corporation may treat the registered owner of any share or shares of stock as the person exclusively entitled to vote, to receive notifications, and otherwise to exercise all rights and powers of an owner.

ARTICLE VII

GENERAL PROVISIONS

Dividends

7.01. Dividends upon the outstanding shares of the Corporation, subject to the provisions of the Charter, if any, may be declared by the Board at any regular or special meeting of the Board or by any committee of the Board so authorized. Dividends may be paid in cash, in property, or in shares of the Corporation, subject to the provisions of any applicable statute or the Charter. The Board may fix in advance a record date for the purpose of determining Shareholders entitled to receive payment of any dividend, such record date to be not more than fifty days prior to the payment date of such dividend, or the Board may close the stock transfer books for such purpose for a period of not more than fifty days prior to the payment date of such dividend. In the absence of any action by the Board, the date upon which the Board adopts the resolution declaring such dividend shall be the record date.

Reserves

7.02. There may be created by resolution of the Board out of the surplus of the Corporation such reserve or reserves as the directors from time to time, in their discretion, think proper to provide for contingencies, or to repair or maintain any property of the Corporation, or for such other purpose as the directors shall think beneficial to the Corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

Checks

7.03. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board may from time to time designate.

Execution of Contracts, Deeds, Etc.

7.04. The Board may authorize any officer or officers, agent or agents, in the name and on behalf of the Corporation, to enter into or execute and deliver any and all deeds, bonds, mortgages, contracts and other obligations or instruments, and such authority may be general or confined to specific instances.

Fiscal Year

7.05. The fiscal year of the Corporation shall be fixed by resolution of the Board.

Voting of Securities

7.06. Unless otherwise directed by the Board, the President shall have full power and authority on behalf of the Corporation to attend, vote and act, and to execute and deliver in the name and on behalf of the Corporation a proxy authorizing an agent or attorney-in-fact for the Corporation to attend, vote and act, at any meeting of security holders of any corporation in which the Corporation may hold securities and to execute and deliver in the name and on behalf of the Corporation any written consent of security holders in lieu of any such meeting, and at any such meeting he, or the agent or the attorney-in-fact duly authorized by him, shall possess and may exercise any and all rights and powers incident to the ownership of such securities which the Corporation as the owner thereof might have possessed or exercised if present. The Board may by resolution from time to time confer like power upon any other person or persons.

Indemnification

7.07 (a) Subject to any limitation which maybe contained in the Charter, the Corporation shall to the full extent permitted by law, including without limitation, Florida Business Corporation Act Art. 2.02-1, as such Article now exists or shall hereafter be amended, indemnify any person who was, is, or is threatened to be made a named defendant or respondent to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, arbitral, administrative, or investigative, any appeal in such action, suit, or proceeding, and any inquiry or investigation that could lead to such an action, suit, or proceeding, because such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another

corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise, against judgments, penalties (including excise and similar taxes), fines, settlements, and reasonable expenses (including attorneys’ fees) actually incurred by such person in connection with such action, suit, or proceeding. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that an individual did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

(b) Subject to any limitation which may be contained in the Charter, the Corporation shall, to the fall extent permitted by law, including without limitation, Art. 2.02-1 of the Florida Business Corporation Act, as such Article now exists or shall hereafter be amended, pay or reimburse on a current basis the expenses incurred by any person described in subsection (a) of this Section 7.07 in connection with any such action, suit, or proceeding in advance of the final disposition thereof, if the Corporation has received (i) a written affirmation by the recipient of-his good faith belief that he has met the standard of conduct necessary for indemnification under the Florida Business. Corporation Act and (ii) a written undertaking by or on behalf of the director to repay the amount paid or reimbursed if it is ultimately determined that he has not satisfied such standard of conduct or if indemnification is prohibited by law.

(c) If required by law at the time such payment is made, any payment of indemnification or advance of expenses to a director shall be reported in writing to the shareholders with or before the notice or waiver of notice of the next Shareholder’s meeting or with or before the next submission to Shareholders of a consent to action without a meeting pursuant to Section A, Article 9.10 of the Florida Business Corporation Act, and, in any case, within the 12-month period immediately following the date of the indemnification or advance.

(d) The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation or who is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise, against any liability asserted against him and incurred by him in such a capacity or arising out of his status as such a person, whether or not the corporation would have the power to indemnify him against that liability under this article, subject to any restrictions imposed by law. The Corporation may create a trust fund, establish any form of self-insurance, grant a security interest or other lien on the assets of the Corporation, or use other means (including, without limitation, a letter of credit, guarantee or surety arrangement) to ensure the payment of such sums as may become necessary to effect indemnification as provided herein.

(e) The rights provided under this Section 7.07 shall not be deemed exclusive of any other rights permitted by law to which such person may be entitled under any provision of the Charter, a resolution of Shareholders or directors of the Corporation, an agreement or otherwise, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person. The rights

provided in this Section 7.07 shall be deemed to be provided by a contract between the Corporation and the individuals who serve in the capacities described in subsection (a) hereof at any time while these bylaws are in effect, and no repeal or modification of this Section 7.07 by the Shareholders shall adversely affect any right of any person otherwise entitled to indemnification by virtue of this Section 7.07 at the time of such repeal or modification.

ARTICLE VIII

AMENDMENTS

8.01. The Board may amend or repeal these bylaws or adopt new bylaws, unless:

(1) the Charter or statute reserves the power exclusively to the Shareholders in whole or part; or

(2) the Shareholders in amending, repealing or adopting a particular bylaw expressly provide that the Board may not amend or repeal such bylaw.

8.02. Unless the Charter or a bylaw adopted by the Shareholders provides otherwise as to all or some portion of the Corporation’s bylaws, the Shareholders may amend, repeal, or adopt bylaws of the Corporation even though such bylaws may also be amended, repealed or adopted by the Board.

EX-3.199

Exhibit 3.199

Articles of Incorporation

of

PHYSICIANS & SURGEONS AMBULANCE SERVICE, INC.

(Name of Corporation)

The undersigned, a majority of whom are citizens of the United States, desiring to form a corporation, for profit, under Sections 1701.01 et seq. of the Revised Code of Ohio, do hereby certify:

FIRST. The name of said corporation shall be PHYSICIANS & SURGEONS AMBULANCE SERVICE, INC.

SECOND. The place in Ohio where its principal office is to be located is 1655 E. Market St. Akron, Ohio, Summit County. (City, Village or Township)

THIRD. The purposes for which it is formed are:

To engage in the business of providing ambulance and First Aid service in the City of Akron, Ohio and elsewhere; to own, operate, sell, lease or rent supplies and equipment for aid to the sick, injured and invalid persons and in general do all things usually or necessarily done by an Ambulance Company.

To construct, buy or otherwise acquire, hold, handle, lease, manage, exchange, sell, mortgage, pledge and dispose of any property, real or personal, or mixed, as the case may be, as may be required by the corporation, and in manner and form as provided by law, and to enter into, make, perform and carry out contracts for any lawful purposes pertaining to the business or property of the corporation with any person, firm, association or corporation in manner and form as provided by law.

To issue bonds, debentures, or obligations of this company from time to time for any of the objectives or purposes of the corporation and to secure the same by note, pledge, deed of trust or otherwise.

To conduct its business in any or all of its branches and maintain offices both within and without the State of Ohio and in any and all other States of the United States of America.

To acquire, buy, purchase or otherwise hold, possess, mortgage, transfer, hold, convey or otherwise dispose of real or personal property without limitation to the extent that the same may be permissible under their laws.

To acquire all or any part of the goodwill, rights, property and business of any corporation, association, partnership, firm, trustee, syndicate, combination, organization, or other entity, or individual, domestic or foreign, heretofore or hereafter engaged in any business similar to the business of the corporation or otherwise, and to pay for the same in cash or in shares or obligations of the corporation or otherwise, and to hold, utilize, enjoy and in any manner dispose of the whole or any part of the rights and property so acquired, and to assume in connection therewith any liabilities of any such corporation, association, partnership, firm, trustee, syndicate, combination, organization, individual or other entity, domestic or foreign, and to

conduct in the State of Ohio and/or in any other state, territory, locality or country the whole or any part of the business thus acquired, provided such business is not prohibited by the laws of the State of Ohio.

The foregoing clauses shall be construed both as objects and powers and it is hereby expressly provided that the enumeration herein of specific objects and powers shall not be held to limit or restrict in any way the general powers of the corporation, to do any act permitted by the General Corporation laws of the State of Ohio and to exercise all powers incidental to its stated purpose.

FOURTH. The number of shares which the corporation is authorized to have outstanding is Two hundred fifty (250) shares, all of which shall be without par value.

Shares without par value may be issued pursuant to subscriptions taken by the incorporators, and, after organization, shares without par value now or hereafter authorized may be issued or agreed to be issued from time to time for such amount or amounts of consideration as may be fixed from time to time by the board of directors. The board of directors in its discretion may fix different amounts and/or kinds of consideration for the issuance of shares without par value, whether issued at the time or different times, and may determine that only a part or proportion of the amount or amounts of consideration which shall be received by the corporation shall be stated capital. Any and all shares without par value so issued, the consideration for which, as fixed by the incorporators or by the board of directors, has been paid or delivered, shall be fully paid and non-assessable.

FIFTH. The amount of stated capital with which the corporation shall begin business is Twenty five hundred and no/100                 Dollars ($2500.00).

IN WITNESS WHEREOF, We have hereunto subscribed our names, this 1st day of June, 1959.

PHYSICIANS & SURGEONS AMBULANCE SERVICE, INC.

(Name of Corporation)

/s/ William H. Enderlein, Jr.

William H. Enderlein, Jr.

/s/ Ralph B. Appleby, Jr.

Ralph B. Appleby, Jr.

/s/ Richard A. Nye

Richard A. Nye

(INCORPORATORS’ NAMES SHOULD BE TYPED OR PRINTED BENEATH SIGNATURES)

N.B. Articles will be returned unless accompanied by form designating statutory agent. See Section 1701.07, Revised Code of Ohio.

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ORIGINAL APPOINTMENT OF AGENT

The undersigned, being at least a majority of the incorporators of

PHYSICIANS & SURGEONS AMBULANCE SERVICE, INC.,

(Name of Corporation)

hereby appoint William H. Enderlein, Jr.,

(Name of Agent)

a natural person resident in the county in which Physicians & Surgeons Ambulance Service, Inc.

(Name of Corporation)

has its principal office (strike out phrase not applicable), upon whom (which) any process, notice or demand required or permitted by statute to be served upon the corporation may be served. His (Its) complete address is 774 Good Park Blvd., Akron, Summit County, Ohio.

(Street or Avenue)       (City or Village)

PHYSICIANS & SURGEONS AMBULANCE SERVICE, Inc.

(Name of Corporation)

/s/ William H. Enderlein, Jr.

William H. Enderlein, Jr.

/s/ Ralph B. Appleby, Jr.

Ralph B. Appleby, Jr.

/s/ Richard A. Nye

Richard A. Nye

(INCORPORATORS NAMES SHOULD BE TYPED OR PRINTED BENEATH SIGNATURES)

Akron, Ohio

June 1st, 1959

Physicians & Surgeons Ambulance Service, Inc.

(Name of Corporation)

Gentlemen: I, It (strike out word not applicable) hereby accept(s) appointment as agent of your corporation upon whom process, tax notices or demands may be served.

William H. Enderlein, Jr.

/s/ William H. Enderlein, Jr.

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(Signature of Agent or Name of Corporation)

By

(Signature of Officer Signing and Title)

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Remarks: All articles of incorporation must be accompanied by an original appointment of agent. There is no filing fee for this appointment.

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER, made and entered into this 17th day of June, 1992, by and between PHYSICIANS & SURGEONS AMBULANCE SERVICE, INC., an Ohio corporation, (hereinafter referred to as “P&S Ambulance”) and P&S AMBULANCE, TEXAS, INC., a Texas corporation (hereinafter referred to as “P&S Ambulance Texas”), both corporations being sometimes hereinafter collectively referred to as the “Constituent Corporations”.

WITNESSETH, That:

WHEREAS, P&S Ambulance is a corporation duly organized under and existing by virtue of the laws of the State of Ohio; and

WHEREAS, P&S Ambulance, Texas, is a corporation duly organized under and existing by virtue of the laws of the State of Texas and has one share of common stock issued and outstanding; and

WHEREAS, the sole share of the issued and outstanding capital stock of P&S Ambulance, Texas is wholly owned by P&S Ambulance and there are no other shares issued or outstanding to any other shareholder; and

WHEREAS, the respective Boards of Directors and shareholders of the Constituent Corporations deem it advisable that P&S Ambulance, Texas, the disappearing corporation, be merged into P&S Ambulance, the Surviving Corporation, under the laws of the State of Ohio and the laws of the State of Texas; and

WHEREAS, this Agreement and Plan of Merger has been proposed and approved by the Directors of P&S Ambulance, Texas and adopted by the shareholders of P&S Ambulance, Texas in the manner prescribed by the laws of the State of Texas, under which said corporation is organized; and

WHEREAS, this Agreement and Plan of Merger has been approved by the Directors of P&S Ambulance in the manner prescribed by the laws of the State of Ohio, under which said corporation is organized; and

WHEREAS, no further authorization or approval is required under either the laws of the State of Texas or the laws of the State of Ohio per Ohio Revised Code Section 1701.80(c)(1).

NOW, THEREFORE, the parties to this Agreement, in consideration of the premises and of the mutual agreements herein contained, have agreed and do hereby agree, each with the other as follows:

1. EFFECTIVE DATE. Effective at 11:59 p.m., Eastern Standard Time, on June 30, 1992, or as soon thereafter as this Agreement and Plan of Merger shall have been filed, together with appropriate Certificates of Merger or Articles of Merger, with both the Secretary of State of Texas, in accordance with the Texas Business Corporation Act and acts amendatory thereof, and the Secretary of State of Ohio, in accordance with the Ohio General Corporation Law and acts amendatory thereof, P&S Ambulance, Texas shall be merged into P&S Ambulance, the surviving corporation. Upon such filing, the separate existence of P&S Ambulance, Texas

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shall

6

cease (except insofar as continued by statute); and the two (2) corporations shall become and thenceforth be a single corporation, to-wit: PHYSICIANS & SURGEONS AMBULANCE SERVICE, INC., an Ohio corporation (the “Surviving Corporation”). The date and the time upon which P&S Ambulance, Texas shall have been merged into P&S Ambulance is hereinafter sometimes referred to as “the effective date of this merger”.

2. NAME OF SURVIVOR. The name of the Surviving Corporation, as set forth in its current Articles of Incorporation, is and shall continue to be upon the effective date of this merger, “PHYSICIANS & SURGEONS AMBULANCE SERVICE, INC.”, and said corporation shall continue to be governed by the laws of the State of Ohio.

3. ARTICLES OF SURVIVOR. Upon the effective date of this merger the Articles of Incorporation of P&S Ambulance, as the same have been amended to the date hereof, shall be the Articles of Incorporation of the Surviving Corporation upon and after the effective date of the merger.

4. DIRECTORS. The Directors of the Surviving Corporation on the effective date of this merger shall continue as such until successors are duly elected or designated after the effective date of the merger.

5. CODE OF REGULATIONS OF SURVIVOR. The Code of Regulations of P&S Ambulance, as the same have been amended as of the date hereof, shall constitute and continue as the Code of Regulations of the Surviving Corporation.

6. LOCATION OF PRINCIPAL OFFICE. The location of the principal office of the Surviving Corporation in the State of Ohio shall be its present location at 1511 East Market, Akron, Ohio, 44305.

7. CONSENT TO SUIT. The Surviving Corporation hereby consents to be sued and served with process in the State of Ohio, and irrevocably appoints the Secretary of State of the State of Ohio as its agent to accept service of process in any proceeding in the State of Ohio to enforce against the Surviving Corporation any obligation of P&S Ambulance, Texas or to enforce the rights of a dissenting shareholder of P&S Ambulance, Texas.

8. STATUTORY AGENT. The Surviving Corporation hereby appoints as its statutory agent within the State of Ohio Michael L. Stark, Stark & Knoll Co., L.P.A., 1512 Ohio Edison Building, 76 South Main Street, Akron, Ohio, 44308, upon whom any process, notice or demand required or permitted by statute to be served on the Surviving Corporation may be served.

9. TERMS AND CONDITIONS OF MERGER. The terms and conditions of this merger and the mode of carrying the same into effect are as follows:

a. Upon the effective date of this merger, P&S Ambulance as the sole shareholder of P&S Ambulance, Texas, shall surrender for cancellation its outstanding shares of P&S Ambulance, Texas which it presently owns and said Surviving Corporation shall cause the same and such shares represented thereby to be cancelled.

b. No additional shares of P&S Ambulance shall be issued as a result of this merger.

10. TERMINATION OF EXISTENCE. Upon the effective date of this merger, the

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separate existence of P&S Ambulance, Texas shall cease, and the corporate existence and identity of P&S Ambulance shall continue as the Surviving Corporation.

11. EFFECT OF MERGER. The Surviving Corporation, without further action, shall succeed to all the rights, privileges, powers and franchises of a public as well as of a private nature and be subject to all the restrictions, disabilities and duties, of each of the Constituent

8

Corporations: and all and singular the rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to each Constituent Corporation on whatever account, as well for stock subscriptions as all other things in action or belonging to each Constituent Corporation shall be vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all property of the Surviving Corporation as they were of the Constituent Corporations; and the title to any real estate vested by deed or otherwise, under the laws of the State of Texas or of any other jurisdiction, in each Constituent Corporation shall not revert or be in any way impaired by reason of the merger; provided, however, that all rights of creditors and all liens upon any property of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

12. ABANDONMENT OF MERGER. Notwithstanding the approval of this Agreement and Plan of Merger by the Boards of Directors or shareholders of the Constituent Corporations, the merger herein contemplated may be abandoned and this Agreement and Plan of Merger may be terminated at any time prior to the effective date of this merger by mutual agreement of the Boards of Directors of the Constituent Corporations.

IN WITNESS WHEREOF, the corporations parties hereto have caused this Agreement and Plan of Merger to be signed in their respective corporate names by their respective officers thereunto duly authorized as of the day and year first hereinabove written.

PHYSICIANS & SURGEONS AMBULANCE SERVICE, INC.

By:	/s/ Ronald L. Myers
	Ronald L. Myers, President
Attest:	/s/ Eric Voth
	Eric Voth, Secretary
P&S AMBULANCE, TEXAS, INC.
By:	/s/ Ronald L. Myers
	Ronald L. Myers, President
Attest:	/s/ Michael L. Stark
	Michael L. Stark,
	Assistant Secretary

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CERTIFICATE OF MERGER

The undersigned, the President and Secretary, respectively, of PHYSICIANS & SURGEONS AMBULANCE SERVICE, INC., an Ohio corporation (the “Corporation”), do hereby certify that attached hereto and made a part hereof is a signed copy of an Agreement and Plan of Merger by and between said Corporation and P&S AMBULANCE, TEXAS, INC., a Texas corporation and a wholly owned subsidiary of the Corporation.

The undersigned, the President and Secretary, respectively, of said Corporation further hereby certify that the attached Agreement and Plan of Merger was duly proposed and approved by the Directors of said Corporation pursuant to the provisions of Section 1701.80 of the Ohio General Corporation Law. Shareholder approval is not required per Ohio Revised Code, Section 1701.80(C)(1).

The effective time and date of said merger shall be 11:59 p.m., Eastern Standard Time, on June 30, 1992 or as soon thereafter as the Agreement and Plan of Merger shall have been filed, together with this Certificate of Merger and the Articles of Merger to be filed with the respective secretaries of State of Ohio and Texas.

IN WITNESS WHEREOF, the undersigned have hereunto set their hands this 17th day of June, 1992.

PHYSICIANS & SURGEONS AMBULANCE SERVICE, INC.

By:	/s/ Ronald L. Myers
	Ronald L. Myers, President
Attest:	/s/ Eric Voth
	Eric Voth, Secretary

STATE OF OHIO

SS:

SUMMIT COUNTY

On this 17th day of June, 1992, before me, a Notary Public, in and for said County and State, personally appeared Ronald L. Myers, President and Eric Voth, Secretary of PHYSICIANS & SURGEONS AMBULANCE SERVICE, INC., an Ohio corporation, who acknowledged that they did sign the foregoing instrument on behalf of such Corporation and by authority of said Corporation and that the same is their voluntary act and deed on behalf of said Corporation, and the voluntary act and deed of such Corporation.

IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal on the day and year aforesaid.

/s/ X

Notary Public

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CERTIFICATE OF MERGER

The undersigned, the President and Assistant Secretary, respectively, of P&S AMBULANCE, TEXAS, INC., a Texas corporation and wholly owned subsidiary of PHYSICIANS & SURGEONS AMBULANCE SERVICE, INC. (the “Corporation”), do hereby certify that attached hereto and made a part hereof is a signed copy of an Agreement and Plan of Merger by and between said Corporation and .PHYSICIANS & SURGEONS AMBULANCE SERVICE, INC., an Ohio corporation.

The undersigned, the President and Assistant Secretary, respectively, of said Corporation further hereby certify that the attached Agreement and Plan of Merger was duly proposed and approved by the Directors of said Corporation and adopted by the shareholder of said Corporation and complies with the provisions of Article 5.16 of the Texas Business Corporation Act pertaining to the merger of a subsidiary corporation into its parent corporation.

The effective time and date of said merger shall be 11:59 p.m., Eastern Standard Time, on June 30, 1992 or as soon thereafter as the Agreement and Plan of Merger shall have been filed, together with this Certificate of Merger and the Articles of Merger to be filed with the respective secretaries of State of Ohio and Texas.

IN WITNESS WHEREOF, the undersigned have hereunto set their hands this 17th day of June, 1992.

P&S AMBULANCE, TEXAS, INC.
By:	/s/ Ronald L. Myers
	Ronald L. Myers, President
Attest:	/s/ Michael L. Stark
	Michael L. Stark,

STATE OF OHIO

SS:

SUMMIT COUNTY

On this 17th day of June, 1992, before me, a Notary Public, in and for said County and State, personally appeared Ronald L. Myers, President and Michael L. Stark, Assistant Secretary of P&S AMBULANCE, TEXAS, INC., a Texas corporation, who acknowledged that they did sign the foregoing instrument on behalf of such Corporation and by authority of said Corporation and that the same is their voluntary act and deed on behalf of said Corporation, and the voluntary act and deed of such Corporation.

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IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal on the day and year aforesaid.

/s/ X

Notary Public

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CERTIFICATE OF MERGER

The undersigned, the President and Secretary, respectively, of M & V INVESTMENTS, INC., an Ohio corporation (the “Corporation”), do hereby certify that attached hereto and made a part hereof is a signed copy of an Agreement and Plan of Merger by and between said Corporation and PHYSICIANS & SURGEONS AMBULANCE SERVICE, INC., an Ohio corporation.

The undersigned, the President and Secretary, respectively, of said Corporation further hereby certify that the attached Agreement and Plan of Merger, in accordance with the provisions of Section 1701.54 of the Ohio General Corporation Law, was duly proposed and approved by the Directors of said Corporation and adopted by the shareholders of said Corporation and complies with the provisions of the Ohio General Corporation Law pertaining to the merger of domestic corporations.

The effective time and date of said merger shall be 11:59 p.m., Eastern Standard Time, on February 22, 1994 or as soon thereafter as the Agreement and Plan of Merger shall have been filed, together with this Certificate of Merger, with the Office of the Secretary of State of the State of Ohio.

IN WITNESS WHEREOF, the undersigned have hereunto set their hands this 22 day of February, 1994.

M & V INVESTMENTS, INC.
By:	/s/ Ronald L. Myers
	Ronald L. Myers, President
Attest:	/s/ Eric Voth
	Eric Voth, Secretary

STATE OF	)
	)	SS:
COUNTY	)

On this 22 day of February, 1994, before me, a Notary Public, in and for said County and State, personally appeared Ronald L. Myers, President and Eric R. Voth, Secretary of M & V INVESTMENTS, INC., an Ohio corporation, who acknowledged that they did sign the foregoing instrument on behalf of such Corporation and by authority of said Corporation and that the same is their voluntary act and deed on behalf of said Corporation, and the voluntary act and deed of such Corporation.

IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal on the day and year aforesaid.

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/s/ X

Notary Public

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CERTIFICATE OF MERGER

The undersigned, the President and Secretary respectively, of PHYSICIANS & SURGEONS AMBULANCE SERVICE, INC., an Ohio corporation (the “Corporation”), do hereby certify that attached hereto and made a part hereof is a signed copy of an Agreement and Plan of Merger by and between said Corporation and M & V INVESTMENTS, INC., an Ohio corporation.

The undersigned, the President and Secretary, respectively, of said Corporation further hereby certify that the attached Agreement and Plan of Merger was duly proposed and adopted by the Directors of said Corporation, pursuant to Section 1701.54 of the Ohio General Corporation Law, and complies with the provisions of the Ohio General Corporation Law pertaining to the merger of domestic corporations. Shareholder approval is not required pursuant to Section 1701.78(D) of the Ohio General Corporation Law.

The effective time and date of said merger shall be 11:59 p.m., Eastern Standard Time, on February 22, 1994 or as soon thereafter as the Agreement and Plan of Merger shall have been filed, together with this Certificate of Merger, with the Office of the Secretary of State of the State of Ohio.

IN WITNESS WHEREOF, the undersigned have hereunto set their hands this 22 day of February, 1994.

PHYSICIANS & SURGEONS AMBULANCE SERVICE, INC.

By:	/s/ Ronald L. Myers
	Ronald L. Myers, President
Attest:	/s/ Eric Voth
	Eric Voth, Secretary

15

STATE OF	)
	) SS:
COUNTY	)

On this 22 day of February, 1994, before me, a Notary Public, in and for said County and State, personally appeared Ronald L. Myers, President and Eric R. Voth, Secretary of PHYSICIANS & SURGEONS AMBULANCE SERVICE, INC., an Ohio corporation, who acknowledged that they did sign the foregoing instrument on behalf of such Corporation and by authority of said Corporation and that the same is their voluntary act and deed on behalf of said Corporation, and the voluntary act and deed of such Corporation.

IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal on the day and year aforesaid.

/s/ X

Notary Public

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER, made and entered into this      day of February, 1994, by and between PHYSICIANS & SURGEONS AMBULANCE SERVICE, INC., an Ohio corporation, (hereinafter referred to as “P&S”) and M & V INVESTMENTS, INC., an Ohio corporation (hereinafter referred to as “M&V”), both corporations being sometimes hereinafter collectively referred to as the “Constituent Corporations”.

WITNESSETH, That:

WHEREAS, P&S is a corporation duly organized under and existing by virtue of the laws of the State of Ohio; and

WHEREAS, M&V is a corporation duly organized under and existing by virtue of the laws of the State of Ohio; and

WHEREAS, all of the issued and outstanding capital stock of each of the Constituent Corporations is owned by Eric R. Voth and Ronald L. Myers (the “Shareholders”), and there are no other shares issued or outstanding to any other shareholder; and

WHEREAS, the respective Boards of Directors of the Constituent Corporations deem it advisable that M&V, the disappearing corporation, be merged into P&S, the Surviving Corporation, under the laws of the State of Ohio; and

WHEREAS, this Agreement and Plan of Merger has been proposed and approved by the Directors of each Constituent Corporation, and adopted by the shareholders of each Constituent Corporation, in the manner prescribed by the laws of the State of Ohio, under which each of such Constituent Corporations is organized; and

16

WHEREAS, no further authorization or approval is required under the laws of the State of Ohio.

NOW, THEREFORE, the parties to this Agreement, in consideration of the premises and of the mutual agreements herein contained, have agreed and do hereby agree, each with the other as follows:

1. Effective Date. Effective at 11:59 p.m., Eastern Standard Time, on February 22, 1994, or as soon thereafter as this Agreement and Plan of Merger shall have been filed, together with a Certificate of Merger, with the Secretary of State of Ohio, in accordance with the Ohio General Corporation Law and acts amendatory thereof, M&V shall be merged into P&S, the surviving corporation. Upon such filing, the separate existence of M&V shall cease (except insofar as continued by statute), and the Constituent Corporations shall become and thenceforth be a single corporation, to-wit: PHYSICIANS & SURGEONS AMBULANCE SERVICE, INC., an Ohio corporation (the “Surviving Corporation”). The date and the time upon which M&V shall have been merged into P&S is hereinafter sometimes referred to as “the effective date of this merger”.

2. Name of Survivor. The name of the Surviving Corporation, as set forth in its current Articles of Incorporation, is and shall continue to be upon the effective date of this merger, “PHYSICIANS & SURGEONS AMBULANCE SERVICE, INC.”, and said corporation shall continue to be governed by the laws of the State of Ohio.

3. Articles of Survivor. Upon the effective date of this merger the Articles of Incorporation of P&S, as the same have been amended to the date hereof, shall be the Articles of Incorporation of the Surviving Corporation upon and after the effective date of the merger.

4. Directors. The Directors of the Surviving Corporation on the effective date of this merger shall continue as the Directors thereof until such time as their respective successors are duly elected or designated after the effective date of the merger.

5. Code of Regulations of Survivor. The Code of Regulations of P&S, as the same have been amended to the date hereof, shall constitute and continue as the Code of Regulations of the Surviving Corporation.

6. Location of Principal Office. The location of the principal office of the Surviving Corporation in the State of Ohio shall be its present location at 1511 East Market, Akron, Ohio, 44305.

7. Statutory Agent. The Surviving Corporation hereby appoints as its statutory agent within the State of Ohio Michael L. Stark, Stark & Knoll Co., L.P.A., 1512 Ohio Edison Building, 76 South Main Street, Akron, Ohio, 44308, upon whom any process, notice or demand required or permitted by statute to be served on the Surviving Corporation may be served.

8. Terms and Conditions of Merger. The terms and conditions of this merger and the mode of carrying the same into effect are as follows:

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(a) Upon the effective date of this merger, the Shareholders shall surrender for cancellation all of the outstanding shares of capital stock which they presently own of M&V, and the Surviving Corporation shall cause the same to be canceled of record.

(b) The shares of P&S issued and outstanding in the name of the Shareholders immediately prior to the effective date of the merger shall continue thereafter as the issued and outstanding capital stock of Surviving Corporation, and no additional shares of the Surviving Corporation shall be issued as a result of this merger.

9. Termination of Existence. Upon the effective date of this merger, the separate existence of M&V shall cease, and the corporate existence and identity of P&S shall continue as the Surviving Corporation.

10. Effect of Merger. The Surviving Corporation, without further action, shall succeed to all the rights, privileges, powers and franchises of a public as well as of a private nature and be subject to all the restrictions, disabilities and duties, of each of the Constituent Corporations; and all and singular the rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to each Constituent Corporation on whatever account, as well for stock subscriptions as all other things in action or belonging to each Constituent Corporation shall be vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all property of the Surviving Corporation as they were of the Constituent Corporations; and the title to any real estate vested by decd or otherwise, under the laws of the State of Ohio or of any other jurisdiction, in each Constituent Corporation shall not revert or be in any way impaired by reason of the merger; provided, however, that all rights of creditors and all liens upon any property of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

11. Abandonment of Merger. Notwithstanding the approval of this Agreement and Plan of Merger by the Boards of Directors or shareholders of the Constituent Corporations, the merger herein contemplated may be abandoned and this Agreement and Plan of Merger may be terminated at any time prior to the effective date of this merger by mutual agreement of the Boards of Directors of the Constituent Corporations.

IN WITNESS WHEREOF, the corporations parties hereto have caused this Agreement and Plan of Merger to be signed in their respective corporate names by their respective officers thereunto duly authorized as of the day and year first hereinabove written.

PHYSICIANS & SURGEONS AMBULANCE SERVICE, INC.

By:	/s/ Ronald L. Myers
	Ronald L. Myers, President

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Attest:	/s/ Eric Voth
	Eric Voth, Secretary
M & V INVESTMENTS, INC.
By:	/s/ Ronald L. Myers
	Ronald L. Myers, President
Attest:	/s/ Eric Voth
	Eric Voth, Secretary

CERTIFICATE OF MERGER

The undersigned, the President and Secretary, respectively, of PHYSICIANS & SURGEONS AMBULANCE SERVICE, INC., an Ohio corporation (the “Company”), do hereby certify that attached hereto and made a part hereof is a signed copy of an Agreement and Plan of Merger by and between the Company and PS Acquisition, Inc., a Delaware corporation.

The undersigned do hereby certify that the attached Agreement and Plan of Merger, pursuant to Section 1701.54 of the Ohio general Corporation Law, was duly proposed and approved by the Directors and the Shareholders of the Corporation in accordance with the provisions of Section 1707.78(D) of the Ohio General Corporation Law.

The effective time and date of said merger shall be 10:00 a.m., Eastern Standard Time, on February 23, 1994, or as soon thereafter as (i) the Agreement and Plan of Merger shall have been filed, together with this Certificate of Merger and the Certificate of Merger of PS Acquisitions, Inc., with the Ohio Secretary of State and (ii) the Certificate of Merger is filed with the Delaware Secretary of State.

IN WITNESS WHEREOF, the undersigned have hereunto set their hands this 22 day of February, 1994.

PHYSICIANS & SURGEONS AMBULANCE SERVICE, INC.

By:	/s/ Ronald L. Myers
	President
Attest:	/s/ Eric Voth
	Secretary
STATE OF

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COUNTY OF

20

On this 22 day of February, 1994, before me, a Notary Public in and for said County and State, personally appeared RONALD L. MYERS, President, and ERIC R. VOTH, Secretary, of PHYSICIANS & SURGEONS AMBULANCE SERVICE, INC., an Ohio corporation, who acknowledged that they did sign the foregoing instrument on behalf of such corporation and by authority of said corporation, that the same is their voluntary act and deed on behalf of said corporation, and the voluntary act and deed of such corporation.

IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal on the day and year aforesaid.

/s/ X

Notary Public

CERTIFICATE OF MERGER

The undersigned, the President and Assistant Secretary, respectively, of PS ACQUISITION, INC., a Delaware corporation (the “Company”), do hereby certify that attached hereto and made a part hereof is a signed copy of an Agreement and Plan of Merger by and between the Company and Physicians & Surgeons Ambulance Service, Inc., an Ohio corporation.

The undersigned do hereby certify that the attached Agreement and Plan of Merger was duly proposed and approved by the Directors of the Company by an action by written consent of the Directors and the Shareholders of the Company by an action by written consent of the Shareholders, in accordance with the provisions of Section 252 of the General Corporation Law of the State of Delaware.

The effective time and date of said merger shall be 10:00 a.m., Eastern Standard Time, on February 23, 1994, or as soon thereafter as (i) the Agreement and Plan of Merger shall have been filed, together with this Certificate of Merger and the Certificate of Merger of Physicians & Surgeons Ambulance Service, Inc., with the Ohio Secretary of State and (ii) the Certificate of Merger is filed with the Delaware Secretary of State.

IN WITNESS WHEREOF, the undersigned have hereunto set their hands this 22 day of February, 1994.

PS ACQUISITION, INC.
By:	/s/ Dominic Puopolo
Its President
By:	/s/ Ronald Levenson
Its Assistant Secretary
STATE OF
COUNTY OF

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On this 22 day of February, 1994, before me, a Notary Public in and for said County and State, personally appeared DOMINIC J. PUOPOLO, President, and RONALD M. LEVENSON, Assistant Secretary, of PS ACQUISITION, INC., a Delaware corporation, who acknowledged that they did sign the foregoing instrument on behalf of such corporation and by authority of said corporation, that the same is their voluntary act and deed on behalf of said corporation, and the voluntary act and deed of such corporation.

IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal on the day and year aforesaid.

/s/ X

Notary Public

AGREEMENT AND PLAN OF MERGER OF PS ACQUISITION, INC. INTO PHYSICIANS & SURGEONS AMBULANCE SERVICE, INC.

The undersigned corporation DOES HEREBY CERTIFY:

FIRST: That the name and state of incorporation of each constituent corporation of the merger is as follows:

Name	State of Incorporation
Physicians & Surgeons	Ohio
Ambulance Service, Inc.
PS Acquisition, Inc.	Delaware

SECOND: That this Agreement and Plan of Merger between the parties to the merger has been approved, adopted, certified, executed and acknowledged by the Shareholders and Directors of PS Acquisition, Inc. in accordance with the requirements of subsection (c) of Section 252 of the General Corporation Law of the State of Delaware.

THIRD: That this Agreement and Plan of Merger between the parties to the merger has been approved, adopted, certified, executed and acknowledged by the Shareholders and Directors of Physicians & Surgeons Ambulance Service, Inc. in accordance with the requirements of Ohio Revised Code Section 1701.78.

FOURTH: That the name of the surviving corporation of the merger is Physicians & Surgeons Ambulance Service, Inc., an Ohio corporation.

FIFTH: That the Articles of Incorporation of Physicians & Surgeons Ambulance Service, Inc. shall be the Articles of Incorporation of the surviving corporation.

SIXTH: That an executed Agreement and Plan of Merger is on file at the principal place of business of the surviving corporation. The address of said principal place of business of Physicians & Surgeons Ambulance Service, Inc. is 1511 East Market Street, Akron, Ohio 44305-9186.

SEVENTH: That a copy of the agreement of merger will be furnished on request and without cost to any shareholder of any constituent corporation.

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EIGHTH: That the surviving corporation may be served with process in the State of Delaware in any proceeding for enforcement of any obligation of Delaware, as well as for enforcement of any obligations of the surviving corporation arising from the merger, including any suit or other

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proceeding to enforce the right of any Shareholder as determined in appraisal proceedings pursuant to the provisions of Section 262 of the General Corporation Law of the State of Delaware, and it does hereby irrevocably appoint the Secretary of State of the State of Delaware as the agent to accept service of process in any such suit or proceeding. The address to which a copy of such process shall be mailed by the Secretary of State of Delaware is Physicians & Surgeons Ambulance Service, Inc., 1511 East Market Street, Akron, Ohio 44305-9186, Attention: President, until the surviving corporation shall have hereafter designated in writing to the said Secretary of State a different address for such purpose.

NINTH: That effective at 10.00 a.m., Eastern Standard Time, on February 23, 1994, or as soon thereafter as this Agreement and Plan of Merger shall have been filed, together with appropriate Certificates of Merger or Articles of Merger, with both the Secretary of State of Delaware, in accordance with the Delaware General Corporation Law, and the Secretary of State of Ohio, in accordance with Ohio General Corporation Law, PS Acquisition, Inc. shall be merged into Physicians & Surgeons Ambulance Service, Inc. Upon such filing, the separate existence of PS Acquisition, Inc. shall cease (except insofar as continued by statute); and the two (2) corporations shall become and thenceforth be a single corporation, to-wit: PHYSICIANS & SURGEONS AMBULANCE SERVICE, INC., an Ohio corporation. The date and the time upon which PS Acquisition, Inc. shall have been merged into Physicians & Surgeons Ambulance Service, Inc. is hereinafter sometimes referred to as “the effective date of the merger.”

TENTH: That the terms and conditions of the merger shall be as follows: At the effective date, the issued shares of capital stock of Physicians & Surgeons Ambulance Service, Inc. and PS Acquisition, Inc. shall, by virtue of the merger and without any action on the part of any holder thereof, become and be converted or canceled as follows:

(a) each outstanding share of common stock of PS Acquisition, Inc., $.01 par value, held of record will automatically be converted into one fully paid and non-assessable share of common stock of Physicians & Surgeons Ambulance Service, Inc. as the surviving corporation; and

(b) each outstanding share of the common stock of Physicians & Surgeons Ambulance Service, Inc., no par value, will be converted into the right to receive 748,000 shares of the common stock of American Medical Response, Inc., a Delaware corporation, and the sole shareholder of PS Acquisition, Inc., $.01 par value, divided by the number of shares of the common stock of Physicians & Surgeons Ambulance Service, Inc. outstanding at the effective date.

ELEVENTH: That notwithstanding the approval of this Agreement and Plan of Merger by the Directors and Shareholders of the constituent corporations, the merger herein contemplated may be abandoned and this Agreement and Plan of Merger may be terminated at any time prior to the effective date of this merger by mutual agreement of the Boards of Directors of the constituent corporations.

IN WITNESS WHEREOF, the corporations parties hereto have caused this Agreement and Plan of Merger to be signed in their respective corporate names by their respective officers thereunto duly authorized as of the day and year first hereinabove written.

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PHYSICIANS & SURGEONS AMBULANCE SERVICE, INC.

By:	/s/ Ronald L. Myers
	Ronald L. Myers, President

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Attest:		/s/ Eric Voth
		Eric Voth, Secretary
PS ACQUISITION, INC.
By:	/s/ Dominic Puopolo
Its President
By:	/s/ Ronald Levenson
Its Assistant Secretary

CERTIFICATE OF MERGER

In accordance with the requirements of Ohio law, the undersigned corporations, limited liability companies and/or limited partnerships, desiring to effect a merger, set forth the following facts:

I. SURVIVING ENTITY

A. The name of the entity surviving the merger is: Physicians & Surgeons Ambulance Service, Inc.

B. Name change: As a result of this merger, the name of the surviving entity has been changed to the following: N/A

C. The surviving entity is a: (Please check the appropriate box and fill in the appropriate blanks).

x Domestic (Ohio) Corporation

o Foreign (Non-Ohio) corporation incorporated under the laws of the state/country of                   , and licensed to transact business in the state of Ohio.

o Foreign (Non-Ohio) corporation incorporated under the laws of the state/country of                   , and NOT licensed to transact business in the state of Ohio.

o Domestic (Ohio) limited liability company.

o Foreign (Non-Ohio) limited liability company organized under the laws of the state/country of             , and registered to do business in the state of Ohio.

o Foreign (Non-Ohio) limited liability company organized under the laws of the state/country of                   , and NOT registered to do business in the state of Ohio.

o Domestic (Ohio) limited partnership, regulation number                     .

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o Foreign (Non-Ohio) limited partnership organized under the laws of the state/country of                     , and registered to do business in the state of Ohio, under registration number                     .

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o Foreign (Non-Ohio) limited partnership organized under the laws of the state/country of                     , and NOT registered to do business in the state of Ohio.

II. Merging Entities

The name, type of entity, and state/country of incorporation or organization, respectively, of each entity, other than the survivor which is a party to the merger are as follows:

Name	State/Country of Organization	Type of Entity
P & S Ambulance Service, Inc.	Ohio

III. Merger Agreement on File

The name and mailing address of the person or entity from whom/which eligible persons may obtain a copy of the agreement of merger upon written request:

Name	Address
Joshua T. Gaines	c/o American Medical Response, Inc.
	2821 South Parker Road
	Aurora CO  80014

IV. Effective Date of Merger

This merger is to be effective:

On                      (if a date is specified, the date must be a date on or after the date of filing; the effective date of the merger cannot be earlier than the date of filing; if no date is specified, the date of filing will be the effective date of the merger).

V. Merger Authorized

The laws of the state or country under which each constituent entity exists, permits this merger. This merger was adopted, approved and authorized by each of the constituent entities in compliance with the laws of the state under which it is organized, and the persons signing this certificate on behalf of each of the constituent entities are duly authorized to do so.

VI. Statutory Agent

The name and address of the surviving entity’s statutory agent upon whom any process, notice or demand may be served is:

Name	Address
CT Corporation System

(This item MUST be completed if the surviving entity is a foreign entity which is not licensed, registered or otherwise authorized to conduct or transact business in the State of Ohio).

Acceptance of Agent

The Undersigned, named herein as the statutory agent for the above referenced

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surviving entity, hereby acknowledges and accepts the appointment of statutory agent for said entity.

Signature of Agent

(The acceptance of agent must be completed by domestic surviving entities if through this merger the statutory agent for the surviving entity has changed, or the named agent differs in any way from the name reflected on the Secretary of State’s records.)

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VII. Statement of Merger

Upon filing, or upon such later date as specified herein, the merging entity/entities listed herein shall merge into the listed surviving entity.

VIII. Amendments

The articles of incorporation, articles of organization or certificate of limited partnership (strike the inapplicable terms) of the surviving domestic entity herein, are amended as set forth in the attached “Exhibit A”

(Please note that any amendments to articles of incorporation, articles of organization or to a certificate of limited partnership MUST be attached if the surviving entity is a DOMESTIC corporation, limited liability company, or limited partnership.)

IX. Qualification or Licensure of Foreign Surviving Entity

A. The listed surviving foreign corporation, limited liability company, or limited partnership desires to transact business in Ohio as a foreign corporation, foreign limited liability company, or foreign limited partnership, and hereby appoints the following as its statutory agent upon whom process, notice or demand against the entity may be served In the State of Ohio. The name and complete address of the statutory agent is:

(name)       (street and number)

                                          , Ohio

(city, village or township)           (zip code)

The subject surviving foreign corporation, limited liability company or limited partnership irrevocably consents to service of process on the statutory agent listed above as long as the authority of the agent continues, and to service of process upon the Secretary of State if the agent cannot be found, if the corporation, limited liability company or limited partnership fails to designate another agent when required to do so, or if the corporation’s, limited liability company’s, or limited partnership’s license or registration to do business in Ohio expires or is cancelled.

B. The qualifying entity also states as follows: (complete only if applicable)

I. Foreign Qualifying Limited Liability Company.

(If the qualifying entity is a foreign limited liability company, the following information must be completed)

a. The name of the limited liability company in its state of organization/registration is

b. The name under which the limited liability company desires to transact business in Ohio is

c. The limited liability company was organized or registered on                 under the laws of the state/country of                              .

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d. The address to which interested persons may direct request for copies of the articles of organization, operating agreement, bylaws, or other charter documents of the company is:

2. Foreign Qualifying Limited Partnership

(If the qualifying entity is a foreign limited partnership, the following information must be completed)

a. The name of limited partnership is

b. The limited partnership was formed on                                  under the laws of the state/country of

c. The address of the office of the limited partnership in its state/country of organization is

d. The limited partnership’s principal office address is

e. The names and business or residence addresses of the GENERAL partners of the partnership are as follows:

Name Address

(If insufficient space to cover this item, please attach a separate sheet listing the general partners and their respective addresses)

f. The address of the office where a list of the names and business or residence addresses of the limited partners and their respective capital contributions is to be maintained is:

The limited partnership hereby certifies that it shall maintain said records until the registration of the limited partnership in Ohio is cancelled or withdrawn.

The undersigned constituent entities have caused this certificate of merger to be signed by its duly authorized officers, partners and representatives on the date(s) stated below.

P & S Ambulance Service, Inc.
exact name of entity	exact name of entity
By:	By:
Its: Vice President	Its:

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Date:		Date:
Physicians & Surgeons Ambulance Service, Inc.
exact name of entity		exact name of entity
By:		By:
Its:	Vice President	Its:
Date:		Date:

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exact name of entity	exact name of entity
By:	By:
Its:	Its:
Date:	Date:
exact name of entity	exact name of entity
By:	By:
Its:	Its:
Date:	Date:
exact name of entity	exact name of entity
By:	By:
Its:	Its:
Date:	Date:

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EX-3.200

Exhibit 3.200

BY-LAWS

OF

THE SUBSIDIARIES OF

AMERICAN MEDICAL RESPONSE, INC.

Section 1. LAW, CERTIFICATE OF INCORPORATION AND BY-LAWS

1.1. These by-laws are subject to the certificate of incorporation of the corporation. In these by-laws, references to law, the certificate of incorporation and by-laws mean the law, the provisions of the certificate of incorporation and the by-laws as from time to time in effect.

Section 2. STOCKHOLDERS

2.1. Annual Meeting. The annual meeting of stockholders shall be held at 10:00 am on the second Tuesday in May in each year, unless that day be a legal holiday at the place where the meeting is to be held, in which case the meeting shall be held at the same hour on the next succeeding day not a legal holiday, or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect a board of directors and transact such other business as may be required by law or these by-laws or as may properly come before the meeting.

2.2. Special Meetings. A special meeting of the stockholders may be called at any time by the chairman of the board, if any, the president or the board of directors. A special meeting of the stockholders shall be called by the secretary, or in the case of the death, absence, incapacity or refusal of the secretary, by an assistant secretary or some other officer, upon application of a majority of the directors. Any such application shall state the purpose or purposes of the proposed meeting. Any such call shall state the place, date, hour, and purposes of the meeting.

2.3. Place of Meeting. All meetings of the stockholders for the election of directors or for any other purpose shall be held at such place within or without the state of incorporation as may be determined from time to time by the chairman of the board, if any, the president or the board of directors. Any adjourned session of any meeting of the stockholders shall be held at the place designated in the vote of adjournment.

2.4. Notice of Meetings. Except as otherwise provided by law, a written notice of each meeting of stockholders stating the place, day and hour thereof and, in the case of a special meeting, the purposes for which the meeting is called, shall be given not less then ten nor more than sixty days before the meeting, to each stockholder entitled to vote thereat, and to each stockholder who, by law, by the certificate of incorporation or by these by-laws, is entitled to notice, by leaving such notice with him or at his residence or usual place of business, or by depositing it in the United States mail, postage prepaid, and addressed to such stockholder at his address as it appears in the records of the corporation. Such

notice shall be given by the secretary, or by an officer or person designated by the board of directors, or in the case of a special meeting by the officer calling the meeting. As to any adjourned session of any meeting of stockholders, notice of the adjourned meeting need not be given if the time and place thereof are announced at the meeting at which the adjournment was taken except that if the adjournment is for more than thirty days or if after the adjournment a new record date is set for the adjourned session, notice of any such adjourned session of the meeting shall be given in the manner heretofore described. No notice of any meeting of stockholders or any adjourned session thereof need be given to a stockholder if a written waiver of notice, executed before or after the meeting or such adjourned session by such stockholder, is filed with the records of the meeting or if the stockholder attends such meeting without objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the stockholders or any adjourned session thereof need be specified in any written waiver of notice.

2.5. Quorum of Stockholders. At any meeting of the stockholders a quorum as to any matter shall consist of a majority of the votes entitled to be cast on the matter, except where a larger quorum is required by law, by the certificate of incorporation or by these by-laws. Any meeting may be adjourned from time to time by a majority of the votes properly cast upon the question, whether or not a quorum is present. If a quorum is present at an original meeting, a quorum need not be present at an adjourned session of that meeting. Shares of its own stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of any corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

2.6. Action by Vote. When a quorum is present at any meeting, a plurality of the votes properly cast for election to any office shall elect to such office and a majority of the votes properly cast upon any question other than an election to an office shall decide the question, except when a larger vote is required by law, by the certificate of incorporation or by these by-laws. No ballot shall be required for any election unless requested by a stockholder present or represented at the meeting and entitled to vote in the election.

2.7. Action without Meetings. Unless otherwise provided in the certificate of incorporation, any action required or permitted to be taken by stockholders for or in connection with any corporate action may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in the state of incorporation by hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. No written consent shall be effective to take the corporate action referred to therein unless written consents signed by a number of stockholders sufficient to take such action are delivered to the corporation in the manner specified in this paragraph within sixty days of the earliest dated consent so delivered.

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If action is taken by consent of stockholders and in accordance with the foregoing, there shall be filed with the records of the meetings of stockholders the writing or writings comprising such consent.

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If action is taken by less than unanimous consent of stockholders, prompt notice of the taking of such action without a meeting shall be given to those who have not consented in writing and a certificate signed and attested to by the secretary that such notice was given shall be filed with the records of the meetings of stockholders.

In the event that the action which is consented to is such as would have required the filing of a certificate under any provision of the General Corporation Law of the State of Delaware, if such action had been voted upon by the stockholders at a meeting thereof, the certificate filed under such provision shall state, in lieu of any statement required by such provision concerning a vote of stockholders, that written consent has been given under Section 228 of said General Corporation Law and that written notice has been given as provided in such Section 228.

2.8. Proxy Representation. Every stockholder may authorize another person or persons to act for him by proxy in all matters in which a stockholder is entitled to participate, whether by waiving notice of any meeting, objecting to or voting or participating at a meeting, or expressing consent or dissent without a meeting. Every proxy must be signed by the stockholder or by his attorney-in-fact. No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally. The authorization of a proxy may but need not be limited to specified action, provided, however, that if a proxy limits its authorization to a meeting or meetings of stockholders, unless otherwise specifically provided such proxy shall entitle the holder thereof to vote at any adjourned session but shall not be valid after the final adjournment thereof.

2.9. Inspectors. The directors or the person presiding at the meeting may, and shall if required by applicable law, appoint one or more inspectors of election and any substitute inspectors to act at the meeting or any adjournment thereof. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspectors shall make a report in writing of any challenge, question or matter determined by them and execute a certificate of any fact found by them.

2.10. List of Stockholders. The secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in his name. The stock ledger shall be the only evidence as to who are stockholders entitled to examine such list or to vote in person or by proxy at

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such meeting.

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Section 3. BOARD OF DIRECTORS

3.1. Number. The corporation shall have one or more directors, the number shall be consistent with applicable law and shall be determined from time to time by vote of a majority of the directors then in office. No director need be a stockholder.

3.2. Tenure. Each director shall hold office until the next annual meeting and until his successor is elected and qualified, or until he sooner dies, resigns, is removed or becomes disqualified.

3.3. Powers. The business and affairs of the corporation shall be managed by or under the direction of the board of directors who shall have and may exercise all the powers of the corporation and do all such lawful acts and things as are not by law, the certificate of incorporation or these by-laws directed or required to be exercised or done by the stockholders.

3.4. Vacancies. Vacancies and any newly created directorships resulting from any increase in the number of directors may be filled by vote of the holders of the particular class or series of stock entitled to elect such director at a meeting called for the purpose, or by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, in each case elected by the particular class or series of stock entitled to elect such directors. When one or more directors shall resign from the board, effective at a future date, a majority of the directors then in office, including those who have resigned, who were elected by the particular class or series of stock entitled to elect such resigning director or directors shall have power to fill such vacancy or vacancies, the vote or action by writing thereon to take effect when such resignation or resignations shall become effective. The directors shall have and may exercise all their powers notwithstanding the existence of one or more vacancies in their number, subject to any requirements of law or of the certificate of incorporation or of these by-laws as to the number of directors required for a quorum or for any vote or other actions.

3.5. Committees. The board of directors may, by vote of a majority of the whole board, (a) designate, change the membership of or terminate the existence of any committee or committees, each committee to consist of one or more of the directors; (b) designate one or more directors as alternate members of any such committee who may replace any absent or disqualified member at any meeting of the committee; and (c) determine the extent to which each such committee shall have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation, including the power to authorize the seal of the corporation to be affixed to all papers which require it and the power and authority to declare dividends or to authorize the issuance of stock; excepting, however, such powers which by law, by the certificate of incorporation or by these by-laws they are prohibited from so delegating. In the absence or disqualification of any member of such committee and his alternate, if any, the member or members thereof present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Except as the board of directors may otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by the board or such rules, its business shall be conducted as nearly as may be in the same manner as is

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provided by these by-laws for the conduct of business by the board of directors. Each committee shall keep regular minutes of its meetings and report the same to the board of directors upon request.

3.6. Regular Meetings. Regular meetings of the board of directors may be held without call or notice at such places within or without the State of Delaware and at such times as the board may from

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time to time determine, provided that notice of the first regular meeting following any such determination shall be given to absent directors. A regular meeting of the directors may be held without call or notice immediately after and at the same place as the annual meeting of stockholders.

3.7. Special Meetings. Special meetings of the board of directors may be held at any time and at any place within or without the state of incorporation designated in the notice of the meeting, when called by the chairman of the board, if any, the president, or by one-third or more in number of the directors, reasonable notice thereof being given to each director by the secretary or by the chairman of the board, if any, the president or any one of the directors calling the meeting.

3.8. Notice. It shall be reasonable and sufficient notice to a director to send notice by mail or overnight courier at least forty-eight hours or by telegram at least twenty-four hours before the meeting addressed to him at his usual or last known business or residence address or to give notice to him in person or by telephone at least twenty-four hours before the meeting. Notice of a meeting need not be given to any director if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. Neither notice of a meeting nor a waiver of a notice need specify the purposes of the meeting.

3.9. Quorum. Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, at any meeting of the directors a majority of the directors then in office shall constitute a quorum; a quorum shall not in any case be less than one-third of the total number of directors constituting the whole board. Any meeting may be adjourned from time to time by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

3.10. Action by Vote. Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, when a quorum is present at any meeting the vote of a majority of the directors present shall be the act of the board of directors.

3.11. Action Without a Meeting. Any action required or permitted to be taken at any meeting of the board of directors or a committee thereof may be taken without a meeting if all the members of the board or of such committee, as the case may be, consent thereto in writing, and such writing or writings are filed with the records of the meetings of the board or of such committee. Such consent shall be treated for all purposes as the act of the board or of such committee, as the case may be.

3.12. Participation in Meetings by Conference Telephone. Members of the board of directors, or any committee designated by such board, may participate in a meeting of such board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other or by any other means permitted by law. Such participation shall constitute presence in person at such meeting.

3.13. Compensation. In the discretion of the board of directors, each director may be paid such fees for his services as director and be reimbursed for his reasonable expenses incurred in the performance of his duties as

8

director as the board of directors from time to time may determine. Nothing contained in this section shall be construed to preclude any director from serving the corporation in any other capacity and receiving reasonable compensation therefor.

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3.14. Interested Directors and Officers.

(a) No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of the corporation’s directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if:

(1) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or

(2) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or

(3) The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the board of directors, a committee thereof, or the stockholders.

(b) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes the contract or transaction.

Section 4. OFFICERS AND AGENTS

4.1. Enumeration; Qualification. The officers of the corporation shall be a president, a treasurer, a secretary and such other officers, if any, as the board of directors from time to time may in its discretion elect or appoint including without limitation a chairman of the board, one or more vice presidents and a controller. The corporation may also have such agents, if any, as the board of directors from time to time may in its discretion choose. Any officer may be but none need be a director or stockholder. Any two or more offices may be held by the same person. Any officer may be required by the board of directors to secure the faithful performance of his duties to the corporation by giving bond in such amount and with sureties or otherwise as the board of directors may determine.

4.2. Powers. Subject to law, to the certificate of incorporation and to the other provisions of these by-laws, each officer shall have, in addition to the duties and powers herein set forth, such duties and powers as are commonly incident to his office and such additional duties and powers as the board of directors may from time to time designate.

4.3. Election. The officers may be elected by the board of directors at their first meeting following the annual meeting of the stockholders or at any other time. At any time or from time to time the directors may delegate to any officer their power to elect or appoint any other officer or any agents.

4.4. Tenure. Each officer shall hold office until his respective successor

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is chosen and qualified unless a shorter period shall have been specified by the terms of his election or appointment, or in each case until he sooner dies, resigns, is removed or becomes disqualified. Each agent shall retain his authority at the pleasure of the directors, or the officer by whom he was appointed or by the officer who then holds agent appointive power.

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4.5. Chairman of the Board of Directors, President and Vice President. The chairman of the board, if any, shall have such duties and powers as shall be designated from time to time by the board of directors. Unless the board of directors otherwise specifies, the chairman of the board, or if there is none the chief executive officer, shall preside, or designate the person who shall preside, at all meetings of the stockholders and of the board of directors.

Unless the board of directors otherwise specifies, the president shall be the chief executive officer and shall have direct charge of all business operations of the corporation and, subject to the control of the directors, shall have general charge and supervision of the business of the corporation.

Any vice presidents shall have such duties and powers as shall be set forth in these by-laws or as shall be designated from time to time by the board of directors or by the president.

4.6. Treasurer and Assistant Treasurers. Unless the board of directors otherwise specifies, the treasurer shall be in charge of the corporation’s funds and valuable papers, and shall have such other duties and powers as may be designated from time to time by the board of directors or by the president. If no controller is elected, the treasurer shall, unless the board of directors otherwise specifies, also have the duties and powers of the controller. Any assistant treasurers shall have such duties and powers as shall be designated from time to time by the board of directors, the president or the treasurer.

4.7. Controller and Assistant Controllers. If a controller is elected, he shall, unless the board of directors otherwise specifies, be in charge of its books of account and accounting records, and of its accounting procedures. He shall have such other duties and powers as may be designated from time to time by the board of directors, the president or the treasurer. Any assistant controller shall have such duties and powers as shall be designated from time to time by the board of directors, the president, the treasurer or the controller.

4.8. Secretary and Assistant Secretaries. The secretary shall record all proceedings of the stockholders, of the board of directors and of committees of the board of directors in a book or series of books to be kept therefor and shall file therein all actions by written consent of stockholders or directors. In the absence of the secretary from any meeting, an assistant secretary, or if there be none or he is absent, a temporary secretary chosen at the meeting, shall record the proceedings thereof. Unless a transfer agent has been appointed the secretary shall keep or cause to be kept the stock and transfer records of the corporation, which shall contain the names and record addresses of all stockholders and the number of shares registered in the name of each stockholder. He shall have such other duties and powers as may from time to time be designated by the board of directors or the president. Any assistant secretaries shall have such duties and powers as shall be designated from time to time by the board of directors, the president or the secretary.

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Section 5. RESIGNATIONS AND REMOVALS

5.1. Any director or officer may resign at any time by delivering his resignation in writing to the chairman of the board, if any, the president, or the secretary or to a meeting of the board of directors. Such resignation shall be effective upon receipt unless specified to be effective at some other time, and without in either case the necessity of its being accepted unless the resignation shall so state. A director (including persons elected by stockholders or directors to fill vacancies in the board) may be removed from office with or without cause by the vote of the holders of a majority of the issued and outstanding shares of the particular class or series entitled to vote in the election of such director. The board of directors may at any time remove any officer either with or without cause. The board of directors may at any time terminate or modify the authority of any agent.

Section 6. VACANCIES

6.1. If the office of the president or the treasurer or the secretary becomes vacant, the directors may elect a successor by vote of a majority of the directors then in office. If the office of any other officer becomes vacant, any person or body empowered to elect or appoint that officer may choose a successor. Each such successor shall hold office for the unexpired term, and in the case of the president, the treasurer and the secretary until his successor is chosen and qualified or in each case until he sooner dies, resigns, is removed or becomes disqualified. Any vacancy of a directorship shall be filled as specified in Section 3.4 of these by-laws.

Section 7. CAPITAL STOCK

7.1. Stock Certificates. Each stockholder shall be entitled to a certificate stating the number and the class and the designation of the series, if any, of the shares held by him, in such form as shall, in conformity to law, the certificate of incorporation and the by-laws, be prescribed from time to time by the board of directors. Such certificate shall be signed by the chairman or vice chairman of the board, or the president or a vice president and by the treasurer or an assistant treasurer or by the secretary or an assistant secretary. Any of or all the signatures on the certificate may be a facsimile. In case an officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the time of its issue.

7.2. Loss of Certificates. In the case of the alleged theft, loss, destruction or mutilation of a certificate of stock, a duplicate certificate may be issued in place thereof, upon such terms, including receipt of a bond sufficient to indemnify the corporation against any claim on account thereof, as the board of directors may prescribe.

Section 8. TRANSFER OF SHARES OF STOCK

8.1. Transfer on Books. Subject to the restrictions, if any, stated or noted on the stock certificate, shares of stock may be transferred on the books of the corporation by the surrender to the corporation or its transfer agent of the certificate therefor properly endorsed or accompanied by a written

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assignment and power of attorney properly executed, with necessary transfer stamps affixed, and with such proof of the authenticity of signature as the board of directors or the transfer agent of the corporation may reasonably require. Except as may be otherwise required by law, by the certificate of

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incorporation or by these by-laws, the corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to receive notice and to vote or to give any consent with respect thereto and to be held liable for such calls and assessments, if any, as may lawfully be made thereon, regardless of any transfer, pledge or other disposition of such stock until the shares have been properly transferred on the books of the corporation.

It shall be the duty of each stockholder to notify the corporation of his post office address.

8.2. Record Date. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no such record date is fixed by the board of directors, the record date for determining the stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no such record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the state of incorporation hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. If no record date has been fixed by the board of directors and prior action by the board of directors is required by applicable law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such payment, exercise or other action. If no such record date is fixed, the record date for determining stockholders for any such

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purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

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Section 9. CORPORATE SEAL

9.1. Subject to alteration by the directors, the seal of the corporation shall consist of a flat-faced circular die with the word “Delaware” and the name of the corporation cut or engraved thereon, together with such other words, dates or images as may be approved from time to time by the directors.

Section 10. EXECUTION OF PAPERS

10.1. Except as the board of directors may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts or other obligations made, accepted or endorsed by the corporation shall be signed by the chairman of the board, if any, the president, a vice president or the treasurer.

Section 11. FISCAL YEAR

11.1. The fiscal year of the corporation shall end on the 31st of December.

Section 12. AMENDMENTS

12.1. These by-laws may be adopted, amended or repealed by vote of a majority of the directors then in office or by vote of a majority of the stock outstanding and entitled to vote. Any by-law, whether adopted, amended or repealed by the stockholders or directors, may be amended or reinstated by the stockholders or the directors.

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EX-3.201

Exhibit 3.201

STATE OF DELAWARE
CERTIFICATE OF CONVERSION
FROM A NON-DELAWARE LIMITED LIABILITY COMPANY TO
A DELAWARE LIMITED LIABILITY COMPANY PURSUANT TO
SECTION 18-214 OF THE LIMITED LIABILITY ACT

1.)The jurisdiction where the Non-Delaware Limited Liability Company first formed is Texas.

2.)The jurisdiction immediately prior to filing this Certificate is Texas.

3.)The date the Non-Delaware Limited Liability Company first formed is November 19, 2007.

4.)The name of the Non-Delaware Limited Liability Company immediately prior to filing this Certificate is Pinnacle Consultants Mid-Atlantic, L.L.C.

5.)The name of the Limited Liability Company as set forth in the Certificate of Formation is Pinnacle Consultants Mid-Atlantic, L.L.C.

IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 15th day of December, A.D. 2009.

By:	/s/ Michael R. Hicks
	Authorized Person
Name:	Michael R. Hicks, M.D.
	Print or Type

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION

·First:  The name of the limited liability company is Pinnacle Consultants Mid-Atlantic, L.L.C.

·Second:  The address of its registered office in the State of Delaware is 1209 Orange Street in the City of Wilmington Zip Code 19801.

The name of its Registered agent at such address is The Corporation Trust Company

·Third: (Insert any other matters the members determine to include herein.)

In Witness Whereof, the undersigned have executed this Certificate of Formation this 18th day of December, 2009.

By:	/s/ Michael Hicks
	Authorized Person(s)
Name:	Michael Hicks, MD
	Typed or Printed

EX-3.202

Exhibit 3.202

THIRD AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

PINNACLE CONSULTANTS MID-ATLANTIC, L.L.C.

Dated as of December 18th, 2009

THIRD AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT
OF
PINNACLE CONSULTANTS MID-ATLANTIC, L.L.C.

This Third Amended and Restated Limited Liability Company Agreement (this “Agreement”), dated as of December      , 2009 (the “Effective Date”) of Pinnacle Consultants Mid-Atlantic, L.L.C., a Delaware limited liability company (the “Company”), is by Apex Acquisition LLC., a Delaware limited liability company, as the sole member (the “Sole Member”).

Recitals

A.            The Company was originally formed as a Texas limited liability company by the filing of a certificate of formation of the Company with the Texas Secretary of State on November 19, 2007.  The Company has previously been governed by the Company Agreement of the Company, dated as of November 19, 2007, as amended and restated on June 1, 2008 and August 6, 2008 (the “Existing Agreement”).

B.            In connection with the Purchase Agreement (as defined below) the Company was converted to a Delaware limited liability company effective December      , 2009, pursuant to the filing of a certificate of conversion and accompanying certificate of formation with the Delaware Secretary of State on December      , 2009 and the filing of a certificate of conversion with the Texas Secretary of State on December      , 2009.

C.            In connection with the Purchase Agreement, on December      , 2009, the Company redeemed all of the issued and outstanding Class A units of the Company held by each of Dr. William Isaacson and Dr. William Goldstein.  Following such redemption, Expansion Management Services, L.P., a Texas limited partnership (“PCMS”), was the owner of all of the issued and outstanding Class A and Class B units of the Company, which together constituted all of the issued and outstanding membership interests of the Company.

D.            Pursuant to the terms of a Unit Purchase Agreement dated as of November 9, 2009 (as amended, modified or supplemented, the “Purchase Agreement”), by and among PCMS, the Sole Member, and, for the limited purposes identified therein, EmCare, Inc. and Pinnacle Consultants Limited Partnership, immediately prior to the execution of this Agreement the Sole Member acquired from PCMS all of the issued and outstanding membership interests of the Company in exchange for the consideration set forth in the Purchase Agreement.

E.             In connection with the Purchase Agreement, the Sole Member now desires to amend and restate the Existing Agreement, to, among other things, redesignate the outstanding Class A units and Class B units of the Company into a sole class of membership interests in the Company, and to provide for (i) the relative rights, privileges and preferences of the Sole Member, and (ii) the management and other rights of the Sole Member, in each case as set forth in this Agreement.

ARTICLE I
GENERAL

1.1          Purpose and Power.  The purpose and business of the Company shall be the conduct of any business or activity that may be lawfully conducted by a limited liability company organized pursuant to the Delaware Limited Liability Company Act (the “Act”), and the Company shall have all of the powers of a limited liability company conferred by the Act.  Any or all of the foregoing activities may be conducted directly by the Company or indirectly through another company, joint venture or other arrangement.

1.2          Term.  The Company shall have perpetual existence and shall continue until it is dissolved by the written consent of the Sole Member.  Upon the dissolution or termination of the Sole Member, its legal representative or successor shall become a member of the Company and shall exercise all rights and powers conferred upon the Sole Member by this Agreement.

1.3          LLC Agreement.  To the full extent permitted by the Act, this Agreement shall control as to any conflict between this Agreement and the Act or as to any matter provided for in this Agreement that is also provided for in the Act.

1.4          Additional Members.  Additional members shall be admitted only by written amendment of this Agreement executed by the Sole Member.

ARTICLE II
CAPITAL CONTRIBUTIONS

2.1          Prior Capital Contribution.  The Sole Member, or its predecessor, has contributed to the Company the amounts, property or services set forth in the books and records of the Company.

2.2          Additional Capital Contributions.  The Sole Member may, but shall not be required to, make additional capital contributions to the Company.

2.3          Sole Member Loans and Other Debt.  The Company may borrow funds from any source, including the Sole Member.  Any loan made by the Sole Member to the Company shall be payable out of the first available funds, including proceeds from the sale of all or any portion of the assets of the Company.

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2.4          Return of Capital Contributions.  Capital contributions shall be expended in furtherance of the business of the Company.  All costs and expenses of the Company shall be paid from its funds.  No interest shall be paid on capital contributions.

2.5          Enforcement of Capital Contribution Obligations.  The membership interests were duly authorized and validly issued, and are fully paid and nonassessable.  Except as expressly agreed in writing by the Sole Member, no person other than the Sole Member shall have the right to enforce any obligation the Sole Member may undertake to contribute capital to the Company, and specifically no lender or other third party shall have any such right.

ARTICLE III
DISTRIBUTIONS

The Company may make distributions of cash or other assets of the Company to the Sole Member at such times and in such amounts as the Sole Member shall determine.

ARTICLE IV
ALLOCATION OF PROFIT AND LOSS

4.1          Determination of Profit and Loss.  Profit or loss shall be determined on an annual basis and for such other periods as may be required.

4.2          Allocation of Profit and Loss.  The Company is and at all times shall be a business entity that, solely for federal income tax purposes, is disregarded as an entity separate from its owner.  All items of Company profit, loss, income, gain, deduction and credit shall, for federal income tax purposes, be attributed to the Sole Member.

ARTICLE V
MANAGEMENT

5.1          Management Authority.  Management of the Company shall be vested in the Sole Member.  The Sole Member shall have the power and authority to conduct the business of the Company and is hereby expressly authorized on behalf of the Company to make all decisions with respect to the Company’s business and to take all actions necessary to carry out such decisions.  All documents executed on behalf of the Company need only be signed by the Sole Member or by an authorized officer of the Company.  An officer properly appointed pursuant to this Agreement may sign those documents that relate to the power and authority generally or specifically granted to such officer by the Sole Member, by the President of the Company or by this Agreement.

5.2          Reliance by Third Parties.  No third party dealing with the Company shall be required to ascertain whether the Sole Member or any Company officer is acting in accordance with the provisions of this instrument.  All third parties may rely upon a

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document signed by the Sole Member or by any Company officer as binding the Company.

5.3          Resignation.  The Sole Member may resign at any time by giving written notice of resignation to any authorized officer.  Unless otherwise specified in the notice, the resignation shall take effect upon receipt by any authorized officer and an acceptance of the resignation by it shall not be necessary to make it effective.

5.4          Implied Covenants; No Additional Duties.  There are no implied covenants of the Sole Member contained in this Agreement other than those of the contractual covenant of good faith and fair dealing.  The Sole Member shall not have any fiduciary or other duties to the Company except as specifically provided by this Agreement, and the Sole Member’s duties and liabilities otherwise existing at law or in equity are restricted and eliminated by the provisions of this Agreement to those duties and liabilities specifically set forth in this Agreement.  Notwithstanding any contrary provision of this Agreement, in carrying out any duties hereunder, the Sole Member shall not be liable to the Company for breach of any duty for the Sole Member’s good faith reliance on the provisions of this Agreement, the records of the Company, or such information, opinions, reports or statements presented by any officer or employee of the Company, or by any other person as to matters the Sole Member reasonably believes are within such other person’s professional or expert competence.  The preceding sentence shall in no way limit any person’s right to rely on information to the extent provided in Section 18-406 of the Act.

ARTICLE VI
OFFICERS

6.1          Number and Qualification.  From time to time, the Sole Member may appoint such officers of the Company as it deems appropriate.  The officers of the Company may consist of a Chief Executive Officer, a President, a Chief Operating Officer, a Treasurer, a Secretary, a Chief Financial Officer, one or more Assistant Secretaries, one or more Executive Vice Presidents and such other officers as may from time to time be elected by the Sole Member.  Each officer shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal.  Any number of offices may be held by the same person.

6.2          Chief Executive Officer.  The Chief Executive Officer of the Company shall, subject to the direction and supervision of the Sole Member, perform all duties incident to the office of Chief Executive Officer and as from time to time may be assigned to him by the Sole Member.

6.3          President.  The President of the Company shall, subject to the direction and supervision of the Sole Member, perform all duties incident to the office of President and as from time to time may be assigned to him by the Sole Member.

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6.4          Chief Operating Officer.  The Chief Operating Officer of the Company shall, subject to the direction and supervision of the Sole Member, perform all duties incident to the office of Chief Operating Officer and as from time to time may be assigned to him by the Sole Member.

6.5          Treasurer.  The Treasurer of the Company shall, subject to the direction and supervision of the Sole Member, perform all duties incident to the office of Treasurer and as from time to time may be assigned to him by the Sole Member.

6.6          Secretary.  The Secretary shall issue all authorized notices for, and shall keep minutes of, all meetings of the Sole Member.  He or she shall have charge of the limited liability company books and shall perform such other duties as the Sole Member may from time to time prescribe.  Assistant Secretaries of the Company, if any, shall have the same duties and powers, subject to supervision by the Secretary.

6.7          Chief Financial Officer.  The Chief Financial Officer of the Company shall, subject to the direction and supervision of the Sole Member, perform all duties incident to the office of Chief Financial Officer and as from time to time may be assigned to him by the Sole Member.

6.8          Executive Vice President.  Each Executive Vice President shall have such powers and duties as may be delegated to him or her by the President or the Sole Member.

6.9          Assistant Secretary.  Each Assistant Secretary shall, subject to the direction of the supervision of the Secretary, perform all duties incident to the office of the Assistant Secretary and as from time to time may be assigned to him by the Secretary or the Sole Member.

6.10        Delegation of Authority.  To the fullest extent permitted by law, the Sole Member may from time to time delegate the powers or duties of any officer to any other officers or agents, notwithstanding any provision hereof.

6.11        Removal.  Any officer of the Company may be removed at any time, with or without cause, by the Chief Executive Officer (or the President, if there is no Chief Executive Officer at such time) or the Sole Member.

6.12        Resignation.  Any officer may resign at any time by giving written notice to the Company; provided, however, that notice to the Sole Member, the Chief Executive Officer or the Secretary shall be deemed to constitute notice to the Company.  Such resignation shall take effect upon receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

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6.13        Vacancies.  Any vacancy among the officers, whether caused by death, resignation, removal or any other cause, shall be filled in the manner prescribed for election or appointment to such office.

6.14        Action with Respect to Securities of Other Entities.  Unless otherwise directed by the Sole Member, the Chief Executive Officer and the President shall have power to vote and otherwise act on behalf of the Company, in person or by proxy, at any meeting of stockholders, members or other equity owners of, or with respect to any action of stockholders, members, or other equity owners of, any corporation, limited liability company or other entity in which this Company may hold securities and otherwise to exercise any and all rights and powers which this Company may possess by reason of its ownership of securities in such other corporation, limited liability company or other entity.

ARTICLE VII
INDEMNIFICATION

7.1          Right to Indemnification.  Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter, a “proceeding”), by reason of the fact that it, he or she is or was a member or an officer of the Company or, while serving as a member or officer of the Company, is or was serving at the request of the Company as a manager, director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter, an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a manager, director, officer, employee or agent or in any other capacity while serving as a manager, director, officer, employee or agent, shall be indemnified and held harmless by the Company to the fullest extent authorized by the Act, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than such law permitted the Company to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith; provided, however, that, except as provided in Section 7.3 with respect to proceedings to enforce rights to indemnification, the Company shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized in the first instance by the Sole Member.

7.2          Right to Advancement of Expenses.  The right to indemnification conferred in Section 7.1 shall include the right to be paid by the Company the expenses (including attorneys’ fees) incurred in defending any such proceeding in advance of its final disposition.  The rights to indemnification and to the advancement of expenses

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conferred in Section 7.1 and this Section 7.2 shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a member, officer, employee or agent and shall inure to the benefit of the indemnitee’s heirs, executors and administrators.

7.3          Right of Indemnitee to Bring Suit.  If a claim under Section 7.1 is not paid in full by the Company within 60 days (or, with respect to claims under Section 7.2, 20 days) after a written claim has been received by the Company, the indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim.  If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee, to the fullest extent permitted by law, shall be entitled to be paid also the expense of prosecuting or defending such suit.  In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article VII or otherwise shall be on the Company.

7.4          Non-Exclusivity of Rights; Effect of Amendment.  The rights to indemnification and to the advancement of expenses conferred in this Article VII shall not be exclusive of any other right which any person may have or hereafter acquire by any statute, agreement, vote of the Sole Member or otherwise.  Any amendment, alteration or repeal of this Article VII that adversely affects any right of an indemnitee or it successors shall be prospective only and shall not limit or eliminate any such right with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment, alteration or repeal.

7.5          Insurance.  The Company may maintain insurance, at its expense, to protect itself and the Sole Member, officer, employee or agent of the Company or another corporation, limited liability company, partnership, joint venture, trust or other enterprise against any expense, liability or loss.

7.6          Indemnification of Employees and Agents of the Company.  The Company may, to the extent authorized from time to time by the Sole Member, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Company to the fullest extent of the provisions of this Article VII with respect to the indemnification and advancement of expenses of the Sole Member and officers of the Company.

ARTICLE VIII
SOLE MEMBER

8.1          Liability.  The Sole Member shall have no liability under a judgment, decree, or order of a court, or in any other manner, for any debt, obligation, or liability of the Company.

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8.2          Meetings.  Meetings of the Sole Member shall not be required for any purpose.  All actions of the Sole Member may be evidenced by a written consent describing the action taken, signed by the Sole Member.  Any action evidenced by such a written consent is effective on the date the consent is signed by the Sole Member, unless the consent specifies a different effective date.

8.3          Transfer of Interest.  The interest of the Sole Member in the Company may be transferred by the Sole Member voluntarily or by operation of law.  Upon transfer of the entirety of the Sole Member’s interest in the Company, the transferee shall, without further documentation or action, become the sole member of the Company.

8.4          Conflicts of Interest.  The Sole Member shall be entitled to engage in other activities and businesses, including, without limitation, activities and businesses competitive with the activities and business of the Company.  The Sole Member shall not be required to give the Company the opportunity to participate in, or benefit from, any such activities or businesses.  The Sole Member shall not be deemed to violate any duty or obligation to the Company merely because the Sole Member’s conduct furthers the Sole Member’s own interest.  The Sole Member may lend money to, borrow money from, act as a surety, guarantor or endorser for, guarantee or assume one or more obligations of, provide collateral for, and transact other business with, the Company, and has the same rights an obligations with respect to any such matters as those of a person who is not a member of the Company.

ARTICLE IX
DISSOLUTION AND TERMINATION

9.1          Final Accounting.  In the event of the dissolution of the Company, a proper accounting shall be made as provided in Section 9.2 from the date of the last previous accounting to the date of dissolution.

9.2          Liquidation.  Upon the dissolution of the Company, the Sole Member, or if the Sole Member is unable to act, a person selected by the Sole Member, shall act as liquidator to wind up the Company.  The liquidator shall have full power and authority to sell, assign, and encumber any or all of the Company’s assets and to wind up and liquidate the affairs of the Company in an orderly and businesslike manner.  All proceeds from liquidation shall be distributed in the following order of priority: (1) to the payment of debts and liabilities of the Company and the expenses of liquidation (including loans made by the Sole Member to the Company); (ii) to the setting-up of such reserves as the liquidator may reasonably deem necessary for any contingent liabilities of the Company; and (iii) to the Sole Member.

9.3          Distribution in Kind.  The liquidator, in its absolute discretion, may distribute one or more of the Company’s assets in kind to the person or entity entitled to receive the proceeds from such asset.

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ARTICLE X
GENERAL PROVISIONS

10.1        Amendment.  This Agreement may not be amended except by a written instrument signed by the Sole Member.

10.2        Applicable Law.  This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware.

10.3        Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be considered an original.

[Signatures on next page.]

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This Agreement has been executed to be effective as of the Effective Date.

SOLE MEMBER:
Apex Acquisition LLC
By:	EmCare, its sole member
By:	/s/ William A. Sanger
Name:  William A. Sanger
Title:    Chief Executive Officer

[Signature Page to Third Amended and Restated LLC Agreement of Pinnacle Consultants Mid-Atlantic, L.L.C.]

EX-3.203

Exhibit 3.203

ARTICLES OF ORGANIZATION

OF

TELEHEALTH RESOURCES, L.L.C.

The undersigned natural person of the age of eighteen (18) years or more, acting as an organizer of a limited liability company under the Texas Limited Liability Company Act (“TLLCA”), hereby adopts the following Articles of Organization.

ARTICLE I.

Name

The name of the limited liability company is Telehealth Resources, L.L.C. (hereinafter referred to as the “Company”).

ARTICLE II.

Duration

The period of the duration of the Company is perpetual or until the earlier dissolution of the Company in accordance with the provisions of its regulations.

ARTICLE III.

Purpose

The Company is a limited liability company, organized for the purpose of transacting any and all lawful business and to do and perform any and all acts and things authorized by the TLLCA, as amended, including but not limited to, the management and operation of a call center for health care access and managed care and other health care information services.

ARTICLE 1V.

Initial Registered Office and Agent

The address of the initial registered office of the Company is 8220 Walnut Hill Lane, Suite 700, Dallas, Texas 75231. The name of the initial registered agent of the Company at such address is Charles W. Boes.

ARTICLE V.

Management of Company and Initial Managers

The Company shall be managed by one or more Managers The Company shall initially have one (1) Manager. The name and address of the person who is elected to serve as Manager until the first annual meeting of the Members, or until their successors shall have been duly elected and qualified, unless he shall sooner die, resign or be removed in accordance with the Regulations of the Company, is as follows.

Name	Address
Dave Ashworth	8220 Walnut Hill Lane, Suite 700
	Dallas, Texas 75231

ARTICLE VI.

Indemnification

The Company shall indemnify any person who was, is, or is threatened to be made a named a party in a proceeding (as hereinafter defined) because the person (i) is or was a Manager or officer of the Company or (ii) while a Manager or officer of the Company, is or was serving at the request of the Company as a Manager, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise, to the fullest extent that a corporation may grant indemnification to such person under the Texas Business Corporation Act (“TBCA”), as the same exists or may hereafter be amended Such right shall be a contract right and as such shall run to the benefit of any Manager or officer who is elected and accepts the position of Manager or officer of the Company or elects to continue to serve as a Manager or officer of the Company while this Article is in effect

Any repeal or amendment of this Article shall be prospective only and shall not limit the rights of any such Manager or officer or the obligations of the Company with respect to any claim arising from or related to the services of such Manager or officer in any of the foregoing capacities prior to any such repeal or amendment of this Article. Such right shall include the right to be paid or reimbursed by the Company for expenses incurred in defending any such proceeding in advance of its final disposition to the maximum extent permitted under the TBCA, as the same exists or may hereafter be amended.

If a claim for indemnification or advancement of expenses hereunder is not paid in full by the Company within 90 days after a written claim has been received by the Company, the claimant may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim, and if successful in whole or in part, the claimant shall be entitled to be paid also the expenses of prosecuting such claim. It shall be a defense to any such action that such indemnification or advancement of costs of defense are not permitted under the TBCA, but the burden of proving such defense shall be on the Company. Neither the failure of the Company (including its Board of Managers or any committee thereof, special legal counsel, or Members) to have made its determination prior to the commencement of such action that indemnification of, or advancement of costs of defense to, the claimant is permissible in the circumstances nor an actual determination by the Company (including its Board of Managers or any committee

thereof, special legal counsel, or Members) that such indemnification or advancement is not permissible, shall be a defense to the action or create a presumption that such indemnification or advancement is not permissible. In the event of the death of any person having a right of indemnification under the foregoing provisions, such right shall inure to the benefit of his heirs, executors, administrators, and personal representatives. The rights conferred above shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, bylaw, resolution of Members, Managers, agreement, or otherwise.

The Company may additionally indemnify any person covered by the grant of mandatory indemnification contained above to such further extent as is permitted by law and may indemnify any other person to the fullest extent permitted by law

To the extent permitted by then applicable law, the grant of mandatory indemnification to any person pursuant to this Article shall extend to proceedings involving the negligence of such person.

As used herein, the term “proceeding” means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative, any appeal in such an action, suit, or proceeding, and any inquiry or investigation that could lead to such an action, suit, or proceeding.

ARTICLE VII.

Denial of Cumulative Voting

Cumulative voting for the election of Managers is expressly denied and prohibited.

ARTICLE VIII.

Denial of Pre-emptive Rights

No Member shall have a pre-emptive right to acquire any membership interests or securities of any class that may at anytime be issued, sold or offered for sale by the Company.

ARTICLE IX.

Contracts with Interested Persons

No contract or transaction between the Company and one or more of its Managers or officers, or between the Company and any other corporation, partnership, association, or other organization in which one or more of its Managers, directors, or officers are managers or officers or have a financial interest, shall be void or voidable solely for this reason, solely because the Manager or officer is present at or participates in the meeting of the Managers or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if

(a) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Managers or the committee, and the Managers or committee in good faith authorize the contract or transaction by the affirmative vote of a majority of the disinterested Managers, even though the disinterested Managers be less than a quorum; or

(b) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Members entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the Members;

(c) The contract or transaction is fair as to the Company as of the time it is authorized, approved, or ratified by the Managers, a committee thereof, or the Members.

Common or interested Managers may be counted in determining the presence of a quorum at a meeting of the Managers or of a committee which authorizes the contract or transaction.

This provision shall not be construed to invalidate a contract or transaction which would be valid in the absence of this provision or to subject any Manager or officer to any liability that he would not be subject to in the absence of this provision

ARTICLE X.

Limitation of Liability

A. No person shall be liable to the Company for any loss or damage suffered by it on account of any action taken or omitted to be taken by him as a Manager, officer or employee of the Company in good faith, if, in the exercise of ordinary care, this person

(i) Relied upon financial statements of the Company represented to him to be correct by the President or the officer of the Company having charge of its books of account, or stated in a written report by an independent public or certified public accountant or firm of such accountants fairly to reflect the financial condition of the Company; or considered the assets to be of their book value; or

(ii) Relied upon the written opinion of an attorney for the Company.

B. Further, to the fullest extent permitted by applicable law, a Manager, officer or employee of the Company shall not be liable to the Company or its Members for monetary damages for an act or omission in such person’s capacity, except that this Article XI does not eliminate or limit the liability of a Manager, officer or employee of the Company to the extent the person is found liable for:

(i) a breach of duty of loyalty to the Company or its Members,

(ii) an act or omission not in good faith that constitutes a breach of duty to the Company or an act or omission that involves intentional misconduct or a knowing violation of the law,

(iii) a transaction from which the Manager, officer or employee received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the person’s office; or

(iv) an act or omission for which the liability of such person is expressly provided by an applicable statute.

Any repeal or amendment of this Article XI by the Members of the Company shall be prospective only and shall not adversely affect any limitation on the personal liability to the Company arising from an act or omission occurring prior to the time of such repeal or amendment. In addition to the circumstances in which a Manager, officer or employee of the Company is not personally liable as set forth in the foregoing provisions of this Article XI, a Manager, officer or employee shall not be liable to the Company or its Members to such further extent as permitted by any law hereafter enacted, including without limitation any subsequent amendment to the TLLCA, the Texas Miscellaneous Corporation Laws Act or the TBCA

ARTICLE XII.

Consent Actions

Any action which may be taken, or which is required by law or the Articles of Organization or Regulations of the Company to be taken, at any annual or special meeting of Members may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall have been signed by the Class A Member and the Class B Members having not less than the minimum number of votes that would be necessary to take such action at a meeting at which all Members entitled to vote on the action were present and voted. No written consent of the Members shall be effective to take the action that is the subject to the consent unless, within 60 days after the date of the earliest dated consent delivered to the Company in the manner required by this paragraph, a consent or consents signed by the Class A Member and the minimum number of the Class B of the Members are delivered to the Company by delivery to its registered office, its principal place of business,  or the Board of Managers. Delivery shall be by hand or certified or registered mail, return receipt requested. Delivery to the Company’s principal place of business shall be addressed to the Board of Managers. A telegram, telex,  cablegram or similar transmission, or a photographic, photostatic, facsimile or similar reproduction of a writing signed by a Member, shall be regarded as signed by the Member for purposes of this Section.

ARTICLE XIII.

Organizer

The name and address of the organizer of the Company is as follows:

Name	Address
Dave Ashworth	8220 Walnut Hill Lane, Suite 700
	Dallas, Texas 75231

IN WITNESS WHEREOF, the undersigned, being the organizer designated in Article XIII, has executed these Articles of Organization this 1day of April, 1996.

ORGANIZER:

/s/Dave Ashworth

ARTICLES OF AMENDMENT TO THE

ARTICLES OF ORGANIZATION OF

TELEHEALTH RESOURCES, L.L.C.

Pursuant to the provisions of Article 3.06 of the Texas Limited Liability Company Act, the undersigned limited liability company adopts the following Articles of Amendment to its Articles of Organization in order to change the name of the company.

ARTICLE ONE

The name of the company is Telehealth Resources, L.L.C.

ARTICLE TWO

ARTICLE I of the Articles of Organization is hereby amended so as to provide in its entirety as follows:

“ARTICLE I.

The name of the limited liability company is “ProvidaCare, L.L.C.”

ARTICLE THREE

The foregoing amendment to the Articles of Organization was adopted by the Unanimous Written Consent of the Members dated December 19,  1996,  and the Unanimous Written Consent of the Board of Managers of the Company dated December 19, 1996.

DATED this 19 day of December, 1996.

TELEHEALTH RESOURCES, L.L.C.

By:	/s/Dave Ashworth
Dave Ashworth, Manager

Office of the	Corporations Section
Secretary of State	P.O. Box 13697
	Austin, Texas 78711-3697

STATEMENT OF CHANGE OF REGISTERED OFFICE OR

REGISTERED AGENT OR BOTH BY A CORPORATION,

LIMITED LIABILITY COMPANY OR LIMITED PARTNERSHIP

1.The name of the entity is ProvidaCare, LLC.

The entity’s charter/certificate of authority/file number is 0701746822.

2.The registered office address as PRESENTLY shown in the records of the Texas secretary of state is: 8220 Walnut Hill Lane, Ste. 700, Dallas, TX 75231.

3.A.            The address of the NEW registered office is: (Please provide street address, city, state and zip code. The address must be in Texas.)

c/o C T CORPORATION SYSTEM,

350 N. St. Paul Street,

Dallas, Texas 75201.

ORB.            The registered office address will not change.

4.The name of the registered agent as PRESENTLY shown in the records of the Texas secretary of state is Charles W. Boes.

5.A.            The name of the NEW registered agent is C T CORPORATION SYSTEM.

ORB.            The registered agent will not change.

6.Following the changes shown above, the address of the registered office and the address of the office of the registered agent will continue to be identical, as required by law.

7.The changes shown above were authorized by:  Business Corporations may select A or B Limited Liability Companies may select D or E Non-Profit Corporations may select A, B, or C Limited Partnerships select F

A.            The board of directors; OR

B.             An officer of the corporation so authorized by the board of directors; OR

C.             The members of the corporation in whom management of the corporation is vested pursuant to article 2.14C of the Texas Non-Profit Corporation Act.

D. X Its members

E.            Its managers

F.            The limited partnership

/s/ X

(Authorized Officer of Corporation)

(Authorized Member or Manager of LLC)

(General Partner of Limited Partnership)

Office of the Secretary of State	Filed in the Office of the
Corporations Section	Secretary of State of Texas
P.O. Box 13697	Filing #: 701746822 10/07/2010
Austin, Texas 78711-3697	Document #: 333505980197
(Form 408)	Image Generated Electronically

STATEMENT OF CHANGE OF
ADDRESS OF REGISTERED AGENT

1.The name of the entity represented is

PROVIDACARE, L.L.C.

The entity’s filing number is 701746822

2.The address at which the registered agent has maintained the registered office address for such entity is: (Please provide street address, city, state and zip code presently shown in the records of the Secretary of State.)

701 Brazos Street, Suite 620, Austin, TX 78701

3.The address at which the registered agent will hereafter maintain the registered office address for such entity is: (Please provide street address, city, state and zip code. The address must be in Texas.)

211 E. 7th Street. Suite 620, Austin, TX 78701-3218

4.Notice of the change of address has been given to said entity in writing at least 10 business days prior to the submission of this filing.

Date:	10/07/2010
		Corporation Service Company d/b/a/CSC-Lawyers
Incorporating Service Company
		Name of Registered Agent
		John H. Pelletier, Asst, VP
		Signature of Registered Agent
FILING OFFICE COPY

CERTIFICATE OF AMENDMENT

OF

PROVIDACARE, L.L.C.

1.The name of the filing entity is ProvidaCare, L.L.C.

2.The filing entity is a limited liability company.

3.The file number issued to the filing entity by the Secretary of State is: 701746822.

4.The date of formation of the entity is: April 3, 1996.

5.The certificate of formation, including all amendments (the “Certificate of Formation”) is amended as follows:

“ARTICLE V.

MANAGEMENT OF COMPANY

The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of its Members.  The name and address of the initial Member is as follows:

Name	Address
American Medical Pathways, Inc.	6200 S. Syracuse Way, Suite 200
	Greenwood Village, CO 80111”

6.Article VII of the Certificate of Formation is deleted in its entirety.

7.All references in the Certificate of Formation which refer to “manager” or “managers” shall mean “member” or “members”.

8.The amendments to the Certificate of Formation have been approved in the manner required by the Texas Business Organization Code and by the governing documents of the entity.

9.This document becomes effective when the document is filed by the Secretary of State.

IN WITNESS WHEREOF, the undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument and certifies under penalty of perjury that the undersigned is authorized under the provisions of law governing the entity to execute the filing instrument.

Date: September 22, 2011

MEMBER:
AMERICAN MEDICAL PATHWAYS, INC.
By:	/s/ William A. Sanger
Name:	William A. Sanger
Title:	Chief Executive Officer

EX-3.204

Exhibit 3.204

LIMITED LIABILITY COMPANY AGREEMENT

OF

PROVIDACARE, L.L.C.

This Limited Liability Company Operating Agreement dated as of February     , 2005 (this “Agreement”) of Providacare, L.L.C. (the “Company”) is made and entered into by American Medical Pathways, Inc., as the 100% member of the Company (the “Member”).

The Member, by the filing of the articles of organization with the Texas Secretary of State, has formed a limited liability company pursuant to and in accordance with the Texas Limited Liability Company Act, Part Three (as amended from time to time, the “Act”), and hereby agrees as follows:

ARTICLE I

Introduction

Section 1.1. Formation of Limited Liability Company. The name of the limited liability company is Providacare, L.L.C. The Member is hereby authorized to execute, deliver and file any amendments and/or its restatements of its articles of organization (the “Certificate”), and any other certificates and any amendments and/or restatements thereof as are necessary or appropriate for the Company to qualify to do business in a jurisdiction in which the Company may conduct business. The Company’s business shall be conducted under such name until such time as the Member shall hereafter designate otherwise and file amendments to the Certificate in accordance with applicable law.

This Agreement is subject to, and governed by, the Act and the Certificate. In the event of a conflict between the provisions of this Agreement and the mandatory provisions of the Act or the provisions of the Certificate, such provisions of the Act or the Certificate, as the case may be, will be controlling.

Section 1.2. Term. The Company was formed upon the filing of its Certificate and shall continue until it is dissolved and its affairs wound up in accordance with the Act.

Section 1.3. Defined Terms. The terms used in this Agreement with their initial letters capitalized shall, unless the context otherwise requires or unless otherwise expressly provided herein, have the respective meanings specified in this Section 1.3.

“Affiliate” means, as to any Person, any other Person that, directly or indirectly, is in Control of, is Controlled by or is under common Control with such Person or is a director or officer of such Person.

“Capital Contribution” means the total value of cash and agreed gross fair market value of property contributed and agreed to be contributed to the Company by the Member, as shown on Exhibit A, as the same may be amended from time to time. Additional Capital Contributions may be made by the Member.

“Code” means the Internal Revenue Code of 1986, as amended. All references herein to sections of the Code shall include any corresponding provision or provisions of succeeding law.

“Control” (including the terms “Controlling” and “Controlled by”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities or voting interests, by contract or otherwise.

“Distribution” means any distribution of cash or other property made by the Company to the Member. None of (i) the repayment of any loan made by the Member to the Company, (ii) any payment of fees to the Member, or (iii) any reimbursement of disbursements shall be considered a Distribution hereunder.

“Initial Capital Contribution” means the initial contribution by the Member to the capital of the Company pursuant to this Agreement, as reflected on Exhibit A hereto.

“Membership Interest” in the Company means the entire ownership interest of the Member in the Company at any particular time, including the Member’s interest in the capital, profits and losses of the Company and the right of the Member to any and all benefits to which the Member may be entitled as provided in this Agreement and under the Act (including the right to receive distributions hereunder), together with the obligations of the Member to comply with all of the terms and provisions of this Agreement and under the Act.

“Person” means an individual, partnership, corporation (including a business trust), joint stock company, limited liability company, trust, unincorporated association, joint venture or other entity, or a government or any political subdivision or agency thereof.

Section 1.4. Company Purposes. The purposes of the Company are to engage in any activity permitted to limited liability companies under the laws of the State of Texas.

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ARTICLE II

Member, Membership Interest

Section 2.1. Name, Address and Initial Capital Contribution; Principal Office.

(a) The Member, its Initial Capital Contribution to the Company, its taxpayer identification number and its address are set forth on Exhibit A.

(b)The principal office of the Company shall be located at the address set forth on Exhibit A for the Member, or as the Member may otherwise determine.

(c)The registered agent for the service of process and the registered office in the State of Texas shall be that Person and location reflected in the Certificate. The Member may, from time to time, change the registered agent or office through appropriate filing with the Secretary of State of the State of Texas. In the event the registered agent ceases to act as such for any reason or the registered office shall change, the Member shall promptly designate a replacement registered agent or file a notice of change of address, as the case may be.

Section 2.2. Additional Capital Contributions. In order to obtain additional funds or for other business purposes, the Member may decide to make additional Capital Contributions to the Company. Any such additional Capital Contributions shall be in such amounts as determined by the Member and may be in cash or any type of property. The Member shall not be required to make any Capital Contributions to the Company other than the Initial Capital Contribution.

Section 2.3. Member Loans. Loans by the Member to the Company shall not be considered additional contributions to the capital of the Company unless otherwise agreed by the Member.

Section 2.4. Membership Interest. Distributions with respect to the Membership Interest shall be made in accordance with Article V.

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Section 2.5. Certificate for Membership Interest. The Membership Interest of the Member may be represented by a certificate or may be uncertificated. The exact contents of any such certificate shall be determined by the Member.

Section 2.6. Capital and Capital Account.

III No interest shall be paid on any Capital Contribution.

IVA capital account (the “Capital Account”) shall be established and maintained on behalf of the Member.

(a) The Member shall not receive out of Company property any part of its Capital Contributions until all liabilities of the Company, except liabilities to the Member on account of its Capital Contributions, have been paid or there remains property of the Company sufficient to pay them.

Section 4.2. Limitation on Liability. The Member shall not be liable under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the Company, except as provided by law or as specifically provided otherwise herein. The Member shall not be required to loan any funds to the Company. The Member shall not be required to make any contribution to the Company by reason of any negative balance in the Member’s Capital Account, nor shall any negative balance in the Member’s Capital Account create any liability on the part of the Member to any third party.

ARTICLE V

Management and Control of Business

Section 5.1. Management of the Company. The overall management and control of the business and affairs of the Company shall be vested in the Member, who shall be responsible for the management of the Company’s business.

Section 5.2. Authority and Responsibility of the Member. All decisions respecting any matter set forth in this Agreement or otherwise affecting or arising out of the conduct of the business of the Company shall be made by the Member, and the Member shall have the exclusive right and full authority to manage, conduct and operate the Company’s business.

Section 5.3. Duties of Parties.

(a) The Member shall devote such time to the business and affairs of the Company as is necessary to carry out the Member’s duties set forth in this Agreement.

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(b) Nothing in this Agreement shall be deemed to restrict in any way the rights of the Member, or any Affiliate of the Member, to conduct any other business or activity whatsoever, and neither the Member nor any Affiliate of the Member shall be accountable to the Company with respect to such other business or activity even if such other business or activity competes with the Company’s business.

(c)The Member understands and acknowledges that the conduct of the Company’s business may involve business dealings and undertakings with the Member and its Affiliates. In any of those cases, those dealings and undertakings shall be at arm’s length and on commercially reasonable terms, as determined in the business judgment of the Member.

Section 5.4. Liability and Indemnification.

(a) The Member shall not be liable, responsible or accountable, in damages or otherwise, to the Company for any act performed by the Member with respect to Company matters, except for fraud, gross negligence or an intentional breach of this Agreement.

(b) The Company shall indemnify the Member for any act performed by the Member with respect to Company matters, except for fraud, gross negligence or an intentional breach of this Agreement by the Member.

ARTICLE VI

Accounting and Records

Section 6.1. Records and Accounting. The books and records of the Company shall be kept, and the financial position and the results of its operations recorded, at the expense of the Company in accordance with the accounting methods elected to be followed by the Company for federal income tax purposes. The books and records of the Company shall reflect all Company transactions and shall be appropriate and adequate for the Company’s business. The fiscal year of the Company for financial reporting and for federal income tax purposes shall end on August 31 of each year until changed by the Member.

Section 6.2. Access to Accounting Records. All books and records of the Company shall be maintained at any office of the Company or at the Company’s principal place of business, and the Member and the Member’s duly authorized representative shall have access to them at such office of the Company and the right to inspect and copy them at reasonable times.

Section 6.3. Income Tax Status and Elections. The Company shall be treated as a sole proprietorship of the Member for federal and other income tax purposes consistent with

5

Treasury Regulation Sections 301.7701-2(c)(2)(i) and 301.7701-3(b)(ii) and shall not make any elections for federal income tax purposes inconsistent therewith.

Section 6.4. Other Records. The Company shall maintain records at the principal office of the Company or such other place as the Member may determine which shall include the following:

(a) the Capital Account of the Member and the Membership Interest of the Member;

(b) a current list of the full name and last known business or mailing address of the Member;

(c) a copy of the Certificate of the Company and all amendments thereto; and

(d)copies of the Company’s currently effective written operating agreement, copies of any writings permitted or required with respect to the Member’s obligation to contribute cash, property or services to the Company, and copies of any financial statements of the Company for the three most recent fiscal years.

ARTICLE VII

Allocations; Distributions and Interests

Section 7.1. Distributions. Subject to Section 5.09 of the Act, distributions of cash and other assets shall be made to the Member from time to time as determined by the Member.

Section 7.2. Allocation of Profit or Loss. Profits and losses, and each item of Company income, gain, loss, deduction and tax preference with respect thereto, for each fiscal year (or shorter period in respect of which such items are to be allocated) shall be allocated to the Member, consistent with the characterization of the Company as a sole proprietorship of the Member pursuant to Section 4.3.

Section 7.3. Distributions and Allocations upon Liquidation. Upon liquidation of the Company (or the Member’s Membership Interest), liquidating distributions will be made pursuant to Section 5.1 and in accordance with the positive Capital Account balance of the Member as of the date of liquidation, as determined after taking into account all Capital Account adjustments for the Company’s taxable year during which the liquidation occurs.

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ARTICLE VIII

Changes in Membership

Section 8.1. Change in Membership. The Member shall have the right or power, directly or indirectly, to sell, assign, transfer, give, hypothecate, pledge, encumber or otherwise dispose of all or any portion of its interest as a Member in the Company to any Person (a “Transferee”). Any Transferee may be admitted as a Member with the consent of, and upon such terms (including the capital contribution to be made and the Membership Interest to be received) as may be determined by the Member. Upon the admission of a Transferee as a Member, Exhibit A annexed hereto shall be amended to reflect each Member’s revised Membership Interest. No Transferee shall become a Member until the Transferee has become a party to, and adopted all of the terms and conditions of, this Agreement.

ARTICLE IX

Dissolution

Section 9.1. Events of Dissolution. The Company shall be dissolved in accordance with the Act.

Section 9.2. Effect of Dissolution. Upon dissolution, the Company shall not be terminated and shall continue until a winding up of the affairs of the Company is completed and a certificate of dissolution has been issued by the Texas Secretary of State.

Section 9.3. Procedure for Dissolution. If the Company is dissolved, the Member shall wind up the Company’s affairs. On winding up of the Company, the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 6.04 of the Act.

Section 9.4. Filing of Articles of Dissolution. If the Company is dissolved, upon completion of the winding up of the Company, the Member shall promptly file Articles of Dissolution with the office of the Texas Secretary of State.

ARTICLE X

Miscellaneous

Section 10.1. Complete Agreement. This Agreement and the Certificate constitute the complete and exclusive statement of the Member, and replace and supersede all prior agreements and all prior written and oral statements by the Member with respect to the subject matter hereof. No representation, statement, condition or warranty not contained in

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this Agreement or the Certificate will be binding on the Member or have any force or effect whatsoever with respect to the subject matter hereof.

Section 10.2. Governing Law. This Agreement and the rights of the parties hereunder will be governed by, interpreted and enforced in accordance with the laws of the State of Texas.

Section 10.3. Binding Effect. Subject to the provisions of this Agreement relating to transferability, this Agreement will be binding upon and inure to the benefit of the Member and its successors and assigns.

Section 10.4. Terms. Common nouns and pronouns will be deemed to refer to the masculine, feminine, neuter, singular and plural, as the identity of the person or persons, firm or corporation may in the context require.

Section 10.5. Headings. All headings herein are inserted only for convenience and ease of reference and are not to be considered in the construction or interpretation of any provision of this Agreement.

Section 10.6. Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under the present or future laws effective during the term of this Agreement, such provision will be fully severable; this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as part of this Agreement a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.

Section 10.7. Additional Documents and Acts. The Member agrees to execute and deliver such additional documents and instruments and to perform such additional acts as may be necessary or appropriate to effectuate, carry out and perform all of the terms, provisions and conditions of this Agreement and the transactions contemplated hereby.

Section 10.8. No Third Party Beneficiary. This Agreement is made solely and specifically for the benefit of the Member and its successors and assigns, and no other Person will have any rights, interest or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third party beneficiary or otherwise.

Section 10.9. Notices. Any notice to be given or to be served upon the Company or the Member in connection with this Agreement must be in writing and will be deemed to have been given and received when delivered to the address specified by the party to receive

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the notice. Such notices will be given to the Member at the address specified in Section 2.1(a) hereof and to the Company at the address specified in Section 2.1(b). The Member or the Company may, at any time, designate any other address in substitution of the foregoing address to which such notice will be given, such notice to be effective upon a Person upon its receipt.

Section 10.10. Amendments. All amendments to this Agreement must be in writing and signed by the Member.

[Signature Page Follows]

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IN WITNESS WHEREOF, American Medical Pathways, Inc. has executed this Agreement to be effective as of the date and year first above written.

Dated as of February     , 2005.
	AMERICAN MEDICAL PATHWAYS, INC.
	By:	/s/ Randel Owen
	Name:	Randel Owen
	Title:

[Signature Page to LLC Agreement of Providacare, L.L.C.]

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EXHIBIT A

Member	Initial Capital Contribution:
American Medical Pathways, Inc.	$	100.00
6200 S. Syracuse Way
Suite 200
Greenwood Village, CO 80111

A-1

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EX-3.205

Exhibit 3.205

STATE OF DELAWARE

CERTIFICATE OF INCORPORATION

A STOCK CORPORATION

FIRST: The name of this Corporation is Provider Account Management, Inc

SECOND: Its registered office in the State of Delaware is to be located at 2711 Centerville Road Suite 400 Street, in the City of Wilmington County of New Castle Zip Code 19808. The registered agent in charge thereof is Corporation Service Company.

THIRD: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH: The amount of the total authorized capital stock of this corporation is Ten Dollars ($10.00) divided into 1000 shares of one cent Dollars ($.01) each.

FIFTH: The name and mailing address of the incorporator are as follows:

Name Robyn Bakalar

Mailing Address 1717 Main Street, Ste. 5200

Dallas, TX Zip Code 75201

I, THE UNDERSIGNED, for the purpose of forming a corporation under the laws of the State of Delaware, do make, file and record this Certificate, and do certify that the facts herein stated are true, and I have accordingly hereunto set my hand this 7 day of November, A.D. 2001.

By:	/s/ Robyn Bakalar
	(Incorporator)
NAME:	/s/Robyn Bakalar
	(Type or Print)

EX-3.206

Exhibit 3.206

BYLAWS

OF

PROVIDER ACCOUNT MANAGEMENT, INC.

ARTICLE I

OFFICES

1.01. The registered agent and office of Provider Account Management, Inc. (the “Corporation”) shall be such registered agent and office as shall from time to time be established pursuant to the articles of incorporation, as amended from time to time, of the Corporation (the “Charter”) or by resolution of the Board of Directors of the Corporation (the “Board”).

1.02. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF SHAREHOLDERS

2.01. Meetings of Shareholders of the Corporation (the “Shareholders”) for any purpose may be held at such place, within or without the State of Delaware, as shall be fixed from time to time by the Board, or, if the Board has not so specified, then at such place as may be fixed by the person or persons calling the meeting.

2.02. An annual meeting of the Shareholders shall be held at such date and time as shall be fixed from time to time by the Board, at which they shall elect a Board, and transact such other business as may properly be brought before the meeting.

2.03. At least ten days before each meeting of Shareholders, a complete list of the Shareholders entitled to vote at said meeting arranged in alphabetical order, with the residence of each and the number of voting shares held by each, shall be prepared by the officer or agent having. charge of the stock transfer books. Such list, for a period of ten days prior to such meeting, shall be kept on file at the registered office of the Corporation and shall be subject to inspection by any Shareholder at any time during usual business hours. Such list shall be produced and kept open at the time and place of the meeting during the whole time thereof, and shall be subject to the inspection of any Shareholder who may be present.

2.04. Special meetings of the Shareholders, for any purpose or purposes, unless otherwise prescribed by statute, the Charter, or these bylaws, may be called by the President, a majority of the Board, or the holders of not less than ten percent of all the shares entitled to vote at the

meetings. Business transacted at all special meetings shall be confined to the objects stated in the notice of the meeting.

2.05. Written or printed notice stating the place, day, and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than sixty days before the date of the meeting, either personally or by mail, by or at the direction of the President, the Secretary, or the officer or person calling the meeting, to each Shareholder of record entitled to vote at the meeting.

2.06. The holders of a majority of the shares of the Corporation issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall be requisite and shall constitute a quorum at all meetings of the Shareholders for the transaction of business except as otherwise provided by statute, the Charter, or these bylaws. If, however, such quorum shall not be present or represented at any meeting of the Shareholders, the Shareholders entitled to vote thereat, present in person or represented by proxy, shall nevertheless have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At an adjourned session at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.

2.07. When a quorum is present at any meeting, the vote of the holders of a majority of the shares of the Corporation having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which, by express provision of any applicable statute, the Charter, or these bylaws, a different vote is required, in which case such express provision shall govern and control the decision of such question. The Shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough Shareholders to leave less than a quorum.

2.08. Each outstanding share of the Corporation, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of Shareholders, unless otherwise provided by statute or the Charter. At any meeting of the Shareholders, every Shareholder having the right to vote shall be entitled to vote in person or by proxy appointed by an instrument in writing subscribed by such Shareholder or by his or her duly authorized attorney-in-fact, such writing bearing a date not more than eleven months prior to said meeting, unless said instrument provides for a longer period. Such proxy shall be filed with the Secretary of the Corporation prior to or at the time of the meeting. Voting need not be by written ballot unless required by the Charter or by vote of the Shareholders present at the meeting.

2.09. The Board may fix in advance a record date for the purpose of determining Shareholders entitled to notice of or to vote at a meeting of Shareholders, such record date to be not less than ten nor more than sixty days prior to such meeting, or the Board may close the stock transfer books for such purpose for a period of not less than ten nor more than sixty days prior to such meeting. In the absence of any action by the Board, the date upon which the notice of the meeting is mailed shall be the record date.

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2.10. Any action required by statute to be taken at a meeting of the Shareholders, or any action which may be taken at a meeting of the Shareholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Shareholders entitled to vote with respect to the subject matter thereof, and such consent shall have the same force and effect as a unanimous vote of Shareholders.

2.11. Subject to the provisions required or permitted by statute or the Charter for notice of meetings, Shareholders may participate in and hold a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

ARTICLE III

DIRECTORS

3.01. The business and affairs of the Corporation shall be managed by the Board who may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Charter or by these bylaws directed or required to be exercised or done by the Shareholders.

3.02. The initial Board shall be as stated in the Charter. Thereafter, the number of directors which shall constitute the full Board shall be as determined from time to time by resolution of the Board or by the Shareholders at the annual meeting or a special meeting called for that purpose, but no decrease shall have the effect of shortening the term of an incumbent director. Directors need not be Shareholders or residents of the State of Delaware. The directors shall be elected at the annual meeting of the Shareholders, except as hereinafter provided, and each director elected shall hold office until his or her successor shall be elected and shall qualify.

3.03. At any meeting of Shareholders called expressly for such purpose, any director or the entire Board may be removed, with or without cause, by vote of the holders of a majority of the shares of the Corporation then entitled to vote at an election of directors. If any vacancies occur in the Board caused by death, resignation, retirement, disqualification, or removal from office of any director or otherwise, a majority of the directors then in office, though less than a quorum, may choose a successor or successors or a successor or successors may be chosen at a special meeting of Shareholders called for that purpose; and each successor director so chosen shall be elected for the unexpired term of his or her predecessor in office. Any directorship to be filled by reason of an increase in the number of directors may be filled by election at an annual meeting or special meeting of Shareholders called for that purpose or may be filled by the Board for a term of office continuing only until the next election of one or more directors by the Shareholders.

3.04. Whenever the holders of any class or series of shares of the Corporation are entitled to elect one or more directors by the provisions of the Charter, any vacancies in such directorships

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and any newly created directorships of such class or series to be filled by reason of an increase in the number of such directors may be filled by the affirmative vote of a majority of the directors elected by such class or series then in office or by a sole remaining director so elected, or by the vote of the holders of the outstanding shares of such class or series, and such directorships shall not in any case be filled by the vote of the remaining directors or the holders of the outstanding shares as a whole unless otherwise provided in the Charter.

3.05. At each election for directors, every Shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by such Shareholder for as many persons as there are directors to be elected and for whose election he has a right to vote, or to cumulate his votes by giving one candidate as many votes as the number of such directors multiplied by his shares shall equal, or by distributing such votes on the same principle.

Executive and Other Committees

3.06. The Board, by resolution adopted by a majority of the Board, may designate from among its members an executive committee and one or more other committees, each of which shall be comprised of one or more members and, to the extent provided in such resolution, shall have and may exercise all of the authority of the Board, including the authority to declare dividends and to authorize the issuance of shares of the Corporation, to the extent permitted by law. Committees shall keep regular minutes of their proceedings and report the same to the Board when required.

Meetings of Directors

3.07. The directors of the Corporation may hold their meetings, both regular and special, either within or without the State of Delaware.

3.08. The first meeting of each newly elected Board shall be held without further notice immediately following the annual meeting of Shareholders, and at the same place, unless by unanimous consent of the directors then elected and serving such time or place shall be changed.

3.09. Regular meetings of the Board may be held without notice at such time and place as shall from time to time be determined by the Board.

3.10. Special meetings of the Board maybe called by the President on two days’ notice to each director, either personally or by mail, telecopy, or overnight courier; special meetings shall be called by the President or Secretary in like manner and on like notice on the written request of a majority of the directors. Except as may be otherwise expressly provided by statute, the Charter, or these bylaws, neither the business to be transacted at, nor the purpose of, any special meeting needs to be specified in a notice or waiver of notice.

3.11. At all meetings of the Board the presence of a majority of the full Board shall be necessary and sufficient to constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board, except as may be otherwise specifically provided by statute or by the Charter or by these bylaws. If a quorum shall not be present at any meeting of directors, the directors present thereat may

4

adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

3.12. Any action required or permitted to be taken at a meeting of the Board or any committee may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the members of the Board or committee, as the case may be. Such consent shall have the same force and effect as a unanimous vote at a meeting.

3.13. Subject to the provisions required or permitted by statute or the Charter for notice of meetings, members of the Board, or members of any committee designated by the Board, may participate in and hold a meeting of the Board or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Compensation of Directors

3.14. Directors, as such, shall not receive any stated salary for their services, but, by resolution of the Board, a fixed sum and expenses of attendance, if any, may be allowed for, attendance at each regular or special meeting of the Board; provided that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefore.

ARTICLE IV

NOTICES

4.01. Whenever under the provisions of any applicable statute, the Charter or these bylaws, notice is required to be given to any director or Shareholder, and no provision is made as to how such notice shall be given, it shall not be construed to mean personal notice, but any such notice may be given by mail, postage prepaid, addressed to such director or Shareholder at such address as appears on the books of the Corporation. Any notice required or permitted to be given by mail shall be deemed to be given at the time when the same shall be thus deposited in the United States mails as aforesaid.

4.02. Whenever any notice is required to be given to any Shareholder or director of the Corporation under the provisions of any applicable statute, the Charter or these bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated in such notice, shall be deemed equivalent to the giving of such notice.

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ARTICLE V

OFFICERS

5.01. The officers of the Corporation shall be elected by the directors and shall include a Chairman of the Board, a President, a Treasurer and a Secretary. The Board may also, at its discretion, elect a Vice Chairman of the Board, one or more Executive Vice Presidents or Vice Presidents and a Treasurer. Such other officers, including assistant officers, and agents as may be deemed necessary may be elected or appointed by the Board. Any two or more offices may be held by the same person.

5.02. The Board at its first meeting after each annual meeting of Shareholders shall choose a Chairman of the Board and, at its discretion, a Vice Chairman of the Board, from its members; and a President, a Treasurer, a Secretary, and such other officers, including assistant officers, and agents as may be deemed necessary, none of whom need be a member of the Board.

5.03. The Board may appoint such other officers and agents as it shall deem necessary, who shall be appointed for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

5.04. The salaries of all officers and agents of the Corporation shall be fixed by the Board. Unless so fixed by the Board each officer of the Corporation shall serve without remuneration.

5.05. Each officer of the Corporation shall hold office until his successor is chosen and qualified in his stead or until his death or until his resignation or removal from office. Any officer or agent elected or appointed by the Board may be removed at any time by the Board, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. If the office of any officer becomes vacant for any reason, the vacancy may be filled by the Board.

Chairman of the Board

5.06. The Chairman of the Board shall preside at all meetings of the shareholders and the Board. He shall be ex-officio a member of all standing committees. The Chairman shall have such other and further responsibility as may from time-to-time be assigned by the Board.

Chief Executive Officer

5.07. The Board may by resolution designate one of the executive officers enumerated in Section 5.01 to serve as Chief Executive Officer.

Vice-Chairman of the Board

5.08. The Vice-Chairman of the Board shall have duties assigned by the Board and shall preside in the absence of the Chairman, at all meetings of the Shareholders and the Board. He shall be ex-officio a member of all standing committees.

The President

5.09. The President shall be the chief operating and executive officer of the Corporation, shall have the general powers and duties of oversight, supervision and management of the business

6

and affairs of the Corporation and shall see that all orders and resolutions of the Board are carried into effect. He shall be an ex-officio member of all standing committees of the Board.

The Secretary and Assistant Secretaries

5.10. The Secretary shall attend all sessions of the Board and all meetings of the Shareholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose and shall perform like duties for any committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the Shareholders and special meetings of the Board, and shall perform such other duties as may be prescribed by the Board or the President, under whose supervision the Secretary shall be.

5.11. Each Assistant Secretary shall have such powers and perform such duties as the Board may from time to time prescribe or as the President may from time to time delegate.

The Treasurer

5.12. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements of the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board.

5.13. The Treasurer shall disburse the funds of the corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the directors, at the regular meetings of the Board, or whenever they may require it, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation, and shall perform such other duties as the Board may prescribe or as the President may from time to time delegate.

5.14. If required by the Board, the Treasurer shall give the Corporation a bond in such form, in such sum, and with such surety or sureties as shall be satisfactory to the Board for the faithful performance of the duties of the office of Treasurer and for the restoration to the Corporation, in case of death, resignation, retirement, or removal from office, of all books, papers, vouchers, money, and other property of whatever kind in the Treasurer’s possession or under the Treasurer’s control belonging to the Corporation.

5.15. Each Assistant Treasurer shall have such powers and perform such duties as the Board may from time to time prescribe or as the President may from time to time delegate.

Other Offices

5.16. Any Executive Vice President, Vice President, or other officer elected by the Board shall have such powers and perform such duties as the Board may from time to time prescribe or as the President may from time to time delegate.

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ARTICLE VI

CERTIFICATES REPRESENTING SHARES

6.01. Certificates in such form as may be determined by the Board shall be delivered representing all shares to which Shareholders are entitled. Such certificates shall be consecutively numbered and shall be entered in the books of the Corporation as they are issued. Each certificate shall state on the face thereof the name of the Corporation, the name to whom the certificate is issued, the number and class of shares and the designation of the series, if any, which such certificate represents, the par value of such shares or a statement that such shares are without par value, and that the Corporation is organized under the laws of Delaware. Each certificate shall be signed by either the President or any Vice President then in office and by either the Secretary, an Assistant Secretary, or any Treasurer then in office, and may be sealed with the seal of the Corporation or a facsimile thereof. If any certificate is countersigned by a transfer agent, or an assistant transfer agent or registered by a registrar, other than the Corporation or an employee of the Corporation, the signature of any such officer of the Corporation maybe a facsimile. Whenever the Corporation shall be authorized to issue more than one class of stock, there shall be (1) set forth conspicuously upon the face or back of each certificate a full statement of (a) all of the designations, preferences, limitations, and relative rights of the shares of each class authorized to be issued and (b) if the Corporation is authorized to issue any preferred or special class in series, the variations in the relative rights and preferences of the shares of each series so far as the same have been fixed and determined and the authority of the Board to fix and determine the relative rights and preferences of subsequent series; or (2) stated conspicuously on the face or back of the certificate that (a) such a statement is set forth in the Charter on file in the office of the Secretary of State of Delaware and (b) the Corporation will furnish a copy of such statement to the record holder of the certificate without charge upon request to the Corporation at its principal place of business or registered office. Whenever the Corporation by the Charter has limited or denied the preemptive rights of Shareholders to acquire unissued or treasury shares of the Corporation, each certificate (1) shall conspicuously set forth upon the face or back of such certificate a full statement of the limitation or denial of preemptive rights contained in the Charter, or (2) shall conspicuously state on the face or back of the certificate that (a) such statement is set forth in the Charter on file in the office of the Secretary of State of Delaware and (b) the Corporation will furnish a copy of such statement to the record holder of the certificate without charge upon request to the Corporation at its principal place of business or registered office. If any restriction on the transfer or the registration of the transfer of shares shall be imposed or agreed to by the Corporation, as permitted by law, each certificate representing shares so restricted (1) shall conspicuously set forth a full or summary statement of the restriction on the face of the certificate, or (2) shall set forth such statement on the back of the certificate and conspicuously refer to the same on the face of the certificate, or (3) shall conspicuously state on the face or back of the certificate that such a restriction exists pursuant to a specified document and (a) that the Corporation will furnish to the record holder of the certificate without charge upon written request to the corporation at its principal place of business or registered office a copy of the specified document, or (b) if such document is one required or permitted to be and has been filed under the Delaware Business Corporation Act, that such document is on file in the office of the Secretary of State of Delaware and contains a full statement of such restriction.

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Lost Certificates

6.02. The Board may direct a new certificate representing shares to be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to be lost or destroyed. When authorizing such issue of a new certificate, the Board, in its discretion and as a condition precedent to the issuance thereof, may require the owner of such lost or destroyed certificate, or his legal representative, to advertise the same in such manner as it shall require and/or give the Corporation a bond in such form, in such sum, and with such surety or sureties as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost or destroyed.

Transfer of Shares

6.03. Upon presentation to the Corporation or the transfer agent of the Corporation with a request to register the transfer of a certificate representing shares duly endorsed and otherwise meeting the requirements for transfer specified in the Delaware Business and Commerce Code, it shall be the duty of the Corporation or the transfer agent of the Corporation to register the transfer as requested.

Registered Shareholders

6.04. Prior to due presentment for transfer, the Corporation may treat the registered owner of any share or shares of stock as the person exclusively entitled to vote, to receive notifications, and otherwise to exercise all rights and powers of an owner.

ARTICLE VII

GENERAL PROVISIONS

Dividends

7.01. Dividends upon the outstanding shares of the Corporation, subject to the provisions of the Charter, if any, maybe declared by the Board at any regular or special meeting of the Board or by any committee of the Board so authorized. Dividends may be paid in cash, in property, or in shares of the Corporation, subject to the provisions of any applicable statute or the Charter. The Board may fix in advance a record date for the purpose of determining Shareholders entitled to receive payment of any dividend, such record date to be not more than fifty days prior to the payment date of such dividend, or the Board may close the stock transfer books for such purpose for a period of not more than fifty days prior to the payment date of such dividend. In the absence of any action by the Board, the date upon which the Board adopts the resolution declaring such dividend shall be the record date.

Reserves

7.02. There may be created by resolution of the Board out of the surplus of the Corporation such reserve or reserves as the directors from time to time, in their discretion, think proper to provide

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for contingencies, or to repair or maintain any property of the Corporation, or for such other purpose as the directors shall think beneficial to the Corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

Checks

7.03. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board may from time to time designate.

Execution of Contracts, Deeds, Etc.

7.04. The Board may authorize any officer or officers, agent or agents, in the name and on behalf of the Corporation, to enter into or execute and deliver any and all deeds, bonds, mortgages, contracts and other obligations or instruments, and such authority may be general or confined to specific instances.

Fiscal Year

7.05. The fiscal year of the Corporation shall be fixed by resolution of the Board. Voting of Securities

7.06. Unless otherwise directed by the Board, the President shall have full power and authority on behalf of the Corporation to attend, vote and act, and to execute and deliver in the name and on behalf of the Corporation a proxy authorizing. an agent or attorney-in-fact for the Corporation to attend, vote and act, at any meeting of security holders of any corporation in which the Corporation may hold securities and to execute and deliver in the name and on behalf of the Corporation any written consent of security holders in lieu of any such meeting, and at any such meeting he, or the agent or the attorney-in-fact duly authorized by him, shall possess and may exercise any and all rights and powers incident to the ownership of such securities which the Corporation as the owner thereof might have possessed or exercised if present. The Board may by resolution from time to time confer like power upon any other person or persons.

Indemnification

7.07 (a) Subject to any limitation which maybe contained in the Charter, the Corporation shall to the full extent permitted by law, including without limitation, Delaware Business Corporation Act Art. 2.02-1, as such Article now exists or shall hereafter be amended, indemnify any person who was, is, or is threatened to be made a named defendant or respondent to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, arbitral, administrative, or investigative, any appeal in such action, suit, or proceeding, and any inquiry or investigation that could lead to such an action, suit, or proceeding, because such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise, against judgments, penalties (including excise and similar taxes), fines, settlements, and reasonable expenses (including attorneys’ fees) actually incurred by such person

10

in connection with such action, suit, or proceeding. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that an individual did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

(b) Subject to any limitation which may be contained in the Charter, the Corporation shall, to the full extent permitted by law, including without limitation, Art. 2.02-1 of the Delaware Business Corporation Act, as such Article now exists or shall hereafter be amended, pay or reimburse on a current basis the expenses incurred by any person described in subsection (a) of this Section 7.07 in connection with any such action, suit, or proceeding in advance of the final disposition thereof, if the Corporation has received (i) a written affirmation by the recipient of his good faith belief that he has met . the standard of conduct necessary for indemnification under the Delaware Business Corporation Act and (ii) a written undertaking by or on behalf of the director to repay the amount paid or reimbursed if it is ultimately determined that he has not satisfied such standard of conduct or if indemnification is prohibited by law.

(c) If required by law at the time such payment is made, any payment of indemnification or advance of expenses to a director shall be reported in writing to the shareholders with or before the notice or waiver of notice of the next Shareholder’s meeting or with or before the next submission to Shareholders of a consent to action without a meeting pursuant to Section A, Article 9.10 of the Delaware Business Corporation Act, and, in any case, within the 12-month period immediately following the date of the indemnification or advance.

(d) The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation or who is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise, against any liability asserted against him and incurred by him in such a capacity or arising out of his status as such a person, whether or not the corporation would have the power to indemnify him against that liability under this article, subject to any restrictions imposed by law. The Corporation may create a trust fund, establish any form of self-insurance, grant a security interest or other lien on the assets of the Corporation, or use other means (including, without limitation, a letter of credit, guarantee or surety arrangement) to ensure the payment of such sums as may become necessary to effect indemnification as provided herein.

(e) The rights provided under this Section 7.07 shall not be deemed exclusive of any other rights permitted by law to which such person maybe entitled under any provision of the Charter, a resolution of Shareholders or directors of the Corporation, an agreement or otherwise, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person. The rights provided in this Section 7.07 shall be deemed to be provided by a contract between the Corporation and the individuals who serve in the capacities described in subsection (a) hereof at any time while these bylaws are in effect, and no repeal or modification of this Section 7.07 by

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the Shareholders shall adversely affect any right of any person otherwise entitled to indemnification by virtue of this Section 7.07 at the time of such repeal or modification.

ARTICLE VIII

AMENDMENTS

8.01. The Board may amend or repeal these bylaws or adopt new bylaws, unless:

(1) the Charter or statute reserves the power exclusively to the Shareholders in whole or part; or

(2) the Shareholders in amending, repealing or adopting a particular bylaw expressly provide that the Board may not amend or repeal such bylaw.

8.02. Unless the Charter or a bylaw adopted by the Shareholders provides otherwise as to all or some portion of the Corporation’s bylaws, the Shareholders may amend, repeal, or adopt bylaws of the Corporation even though such bylaws may also be amended, repealed or adopted by the Board.

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EX-3.207

Exhibit 3.207

PUCKETT AMBULANCE SERVICE, INC.

3845 Powder Springs Rd., Ste 201

Powder Springs, Georgia 30073

ARTICLES OF INCORPORATION

PUCKETT AMBULANCE SERVICE. INC.

I.

The name on the corporation in PUCKETT AMBULANCE SERVICE. INC.

II.

The corporation is organized pursuant to the provisions of the Georgia Business Corporation Code.

III.

The corporation shall have perpetual duration.

IV.

The corporation is a corporation for profit and is organized for the following purpose: EMERGENCY MEDICAL AND MOBLE SERVICE and to engage in any lawful business or activity for which corporations may be organized under Georgia Corporation Code.

V.

The corporation shall have the authority, acting by its board of directors, to issue not more than 1,000 shares of a common class stock having a Par Value of $1.00 per Share.

VI.

The corporation shall not commence business until it shall have received consideration of not less than $500. in value for the issuance of its shares.

VII.

The shareholders of the corporation shall not have any preemptive rights to acquire any unissued shares of the corporation. All sales or transfers of stock will be preapproved by all stockholders prior to initiation.

VIII.

The address of the initial registered office of the corporation is 3845 Powder Springs Rd., Ste 201 Powder Springs, Ga. 30073 and the initial registered agent of the corporation at such address is Steve Puckett.

IX.

The initial board of directors shall consist of Two members, the name and address of each of which is as follows:

President/Treasurer

Steve Puckett

3845 Powder Springs Rd., Ste 201

Powder Springs, Georgia 30073

Secretary:

Renee Buchanan

3845 Powder Springs Rd., Ste 201

Powder Springs, Ga. 30073

The name and address of the incorporator is Steve Puckett

3845 Powder Springs Rd., Ste 201, Powder Springs, Ga. 30073

IN WITNESS WHEREOF, the undersigned incorporator has executed these Articles of Incorporation.

This 24 day of JULY 1984

/s/ Steve Puckett

Steve Puckett

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CONSENT TO APPOINTMENT AS REGISTERED AGENT

TO: Max Cleland

Secretary of State

Suite 306-West Tower

2 Martin Luther King, Jr., Drive, S.E.

Atlanta, Georgia 30334

I Steve Puckett

do hereby consent to serve as registered agent for the Corporation

PUCKETT AMBULANCE SERVICE, INC.

the 24 day of JULY 1984

/s/ Steve Puckett

Agent for Service

Address of the Registered Agent(s):

3845 Powder Springs Rd., Ste 201

Powder Springs, Ga 30073

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EX-3.208

Exhibit 3.208

BY-LAWS

OF

THE SUBSIDIARIES OF

AMERICAN MEDICAL RESPONSE, INC.

Section 1. LAW, CERTIFICATE OF INCORPORATION
AND BY-LAWS

1.1. These by-laws are subject to the certificate of incorporation of the corporation. In these by-laws, references to law, the certificate of incorporation and by-laws mean the law, the provisions of the certificate of incorporation and the by-laws as from time to time in effect.

Section 2. STOCKHOLDERS

2.1. Annual Meeting. The annual meeting of stockholders shall be held at 10:00 am on the second Tuesday in May in each year, unless that day be a legal holiday at the place where the meeting is to be held, in which case the meeting shall be held at the same hour on the next succeeding day not a legal holiday, or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect a board of directors and transact such other business as may be required by law or these by-laws or as may properly come before the meeting.

2.2. Special Meetings. A special meeting of the stockholders may be called at any time by the chairman of the board, if any, the president or the board of directors. A special meeting of the stockholders shall be called by the secretary, or in the case of the death, absence, incapacity or refusal of the secretary, by an assistant secretary or some other officer, upon application of a majority of the directors. Any such application shall state the purpose or purposes of the proposed meeting. Any such call shall state the place, date, hour, and purposes of the meeting.

2.3. Place of Meeting. All meetings of the stockholders for the election of directors or for any other purpose shall be held at such place within or without the state of incorporation as may be determined from time to time by the chairman of the board, if any, the president or the board of directors. Any adjourned session of any meeting of the stockholders shall be held at the place designated in the vote of adjournment.

2.4. Notice of Meetings. Except as otherwise provided by law, a written notice of each meeting of stockholders stating the place, day and hour thereof and, in the case of a special meeting, the purposes for which the meeting is called, shall be given not less then ten nor more than sixty days before the meeting, to each stockholder entitled to vote thereat, and to each stockholder who, by law, by the certificate of incorporation or by these by-laws, is entitled to notice, by leaving such notice with him or at his residence or usual place of business, or by depositing it in the United States mail, postage prepaid, and addressed to such stockholder at his address as it appears in the records of the corporation. Such

notice shall be given by the secretary, or by an officer or person designated by the board of directors, or in the case of a special meeting by the officer calling the meeting. As to any adjourned session of any meeting of stockholders, notice of the adjourned meeting need not be given if the time and place thereof are announced at the meeting at which the adjournment was taken except that if the adjournment is for more than thirty days or if after the adjournment a new record date is set for the adjourned session, notice of any such adjourned session of the meeting shall be given in the manner heretofore described. No notice of any meeting of stockholders or any adjourned session thereof need be given to a stockholder if a written waiver of notice, executed before or after the meeting or such adjourned session by such stockholder, is filed with the records of the meeting or if the stockholder attends such meeting without objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the stockholders or any adjourned session thereof need be specified in any written waiver of notice.

2.5. Quorum of Stockholders. At any meeting of the stockholders a quorum as to any matter shall consist of a majority of the votes entitled to be cast on the matter, except where a larger quorum is required by law, by the certificate of incorporation or by these by-laws. Any meeting may be adjourned from time to time by a majority of the votes properly cast upon the question, whether or not a quorum is present. If a quorum is present at an original meeting, a quorum need not be present at an adjourned session of that meeting. Shares of its own stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of any corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

2.6. Action by Vote. When a quorum is present at any meeting, a plurality of the votes properly cast for election to any office shall elect to such office and a majority of the votes properly cast upon any question other than an election to an office shall decide the question, except when a larger vote is required by law, by the certificate of incorporation or by these by-laws. No ballot shall be required for any election unless requested by a stockholder present or represented at the meeting and entitled to vote in the election.

2.7. Action without Meetings. Unless otherwise provided in the certificate of incorporation, any action required or permitted to be taken by stockholders for or in connection with any corporate action may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in the state of incorporation by hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. No written consent shall be effective to take the corporate action referred to therein unless written consents signed by a number of stockholders sufficient to take such action are delivered to the corporation in the manner specified in this paragraph within sixty days of the earliest dated consent so delivered.

If action is taken by consent of stockholders and in accordance with the

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foregoing, there shall be filed with the records of the meetings of stockholders the writing or writings comprising such consent.

If action is taken by less than unanimous consent of stockholders, prompt notice of the taking of such action without a meeting shall be given to those who have not consented in writing and a certificate signed and attested to by the secretary that such notice was given shall be filed with the records of the meetings of stockholders.

In the event that the action which is consented to is such as would have required the filing of a certificate under any provision of the General Corporation Law of the State of Delaware, if such action had been voted upon by the stockholders at a meeting thereof, the certificate filed under such provision shall state, in lieu of any statement required by such provision concerning a vote of stockholders, that written consent has been given under Section 228 of said General Corporation Law and that written notice has been given as provided in such Section 228.

2.8. Proxy Representation. Every stockholder may authorize another person or persons to act for him by proxy in all matters in which a stockholder is entitled to participate, whether by waiving notice of any meeting, objecting to or voting or participating at a meeting, or expressing consent or dissent without a meeting. Every proxy must be signed by the stockholder or by his attorney-in-fact. No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally. The authorization of a proxy may but need not be limited to specified action, provided, however, that if a proxy limits its authorization to a meeting or meetings of stockholders, unless otherwise specifically provided such proxy shall entitle the holder thereof to vote at any adjourned session but shall not be valid after the final adjournment thereof.

2.9. Inspectors. The directors or the person presiding at the meeting may, and shall if required by applicable law, appoint one or more inspectors of election and any substitute inspectors to act at the meeting or any adjournment thereof. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspectors shall make a report in writing of any challenge, question or matter determined by them and execute a certificate of any fact found by them.

2.10. List of Stockholders. The secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in his name. The stock ledger shall be the only evidence as to who are

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stockholders entitled to examine such list or to vote in person or by proxy at such meeting.

Section 3. BOARD OF DIRECTORS

3.1. Number. The corporation shall have one or more directors, the number shall be consistent with applicable law and shall be determined from time to time by vote of a majority of the directors then in office. No director need be a stockholder.

3.2. Tenure. Each director shall hold office until the next annual meeting and until his successor is elected and qualified, or until he sooner dies, resigns, is removed or becomes disqualified.

3.3. Powers. The business and affairs of the corporation shall be managed by or under the direction of the board of directors who shall have and may exercise all the powers of the corporation and do all such lawful acts and things as are not by law, the certificate of incorporation or these by-laws directed or required to be exercised or done by the stockholders.

3.4. Vacancies. Vacancies and any newly created directorships resulting from any increase in the number of directors may be filled by vote of the holders of the particular class or series of stock entitled to elect such director at a meeting called for the purpose, or by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, in each case elected by the particular class or series of stock entitled to elect such directors. When one or more directors shall resign from the board, effective at a future date, a majority of the directors then in office, including those who have resigned, who were elected by the particular class or series of stock entitled to elect such resigning director or directors shall have power to fill such vacancy or vacancies, the vote or action by writing thereon to take effect when such resignation or resignations shall become effective. The directors shall have and may exercise all their powers notwithstanding the existence of one or more vacancies in their number, subject to any requirements of law or of the certificate of incorporation or of these by-laws as to the number of directors required for a quorum or for any vote or other actions.

3.5. Committees. The board of directors may, by vote of a majority of the whole board, (a) designate, change the membership of or terminate the existence of any committee or committees, each committee to consist of one or more of the directors; (b) designate one or more directors as alternate members of any such committee who may replace any absent or disqualified member at any meeting of the committee; and (c) determine the extent to which each such committee shall have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation, including the power to authorize the seal of the corporation to be affixed to all papers which require it and the power and authority to declare dividends or to authorize the issuance of stock; excepting, however, such powers which by law, by the certificate of incorporation or by these by-laws they are prohibited from so delegating. In the absence or disqualification of any member of such committee and his alternate, if any, the member or members thereof present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Except as the board of directors may otherwise determine, any committee may make rules for the conduct

4

of its business, but unless otherwise provided by the board or such rules, its business shall be conducted as nearly as may be in the same manner as is provided by these by-laws for the conduct of business by the board of directors. Each committee shall keep regular minutes of its meetings and report the same to the board of directors upon request.

3.6. Regular Meetings. Regular meetings of the board of directors may be held without call or notice at such places within or without the State of Delaware and at such times as the board may from time to time determine, provided that notice of the first regular meeting following any such determination shall be given to absent directors. A regular meeting of the directors may be held without call or notice immediately after and at the same place as the annual meeting of stockholders.

3.7. Special Meetings. Special meetings of the board of directors may be held at any time and at any place within or without the state of incorporation designated in the notice of the meeting, when called by the chairman of the board, if any, the president, or by one-third or more in number of the directors, reasonable notice thereof being given to each director by the secretary or by the chairman of the board, if any, the president or any one of the directors calling the meeting.

3.8. Notice. It shall be reasonable and sufficient notice to a director to send notice by mail or overnight courier at least forty-eight hours or by telegram at least twenty-four hours before the meeting addressed to him at his usual or last known business or residence address or to give notice to him in person or by telephone at least twenty-four hours before the meeting. Notice of a meeting need not be given to any director if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. Neither notice of a meeting nor a waiver of a notice need specify the purposes of the meeting.

3.9. Quorum. Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, at any meeting of the directors a majority of the directors then in office shall constitute a quorum; a quorum shall not in any case be less than one-third of the total number of directors constituting the whole board. Any meeting may be adjourned from time to time by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

3.10. Action by Vote. Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, when a quorum is present at any meeting the vote of a majority of the directors present shall be the act of the board of directors.

3.11. Action Without a Meeting. Any action required or permitted to be taken at any meeting of the board of directors or a committee thereof may be taken without a meeting if all the members of the board or of such committee, as the case may be, consent thereto in writing, and such writing or writings are filed with the records of the meetings of the board or of such committee. Such consent shall be treated for all purposes as the act of the board or of such committee, as the case may be.

3.12. Participation in Meetings by Conference Telephone. Members of the board of directors, or any committee designated by such board, may participate in a meeting of such board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in

5

the meeting can hear each other or by any other means permitted by law. Such participation shall constitute presence in person at such meeting.

3.13. Compensation. In the discretion of the board of directors, each director may be paid such fees for his services as director and be reimbursed for his reasonable expenses incurred in the performance of his duties as director as the board of directors from time to time may determine. Nothing contained in this section shall be construed to preclude any director from serving the corporation in any other capacity and receiving reasonable compensation therefor.

3.14. Interested Directors and Officers.

(a) No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of the corporation’s directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if:

(1) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or

(2) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or

(3) The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the board of directors, a committee thereof, or the stockholders.

(b) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes the contract or transaction.

Section 4. OFFICERS AND AGENTS

4.1. Enumeration; Qualification. The officers of the corporation shall be a president, a treasurer, a secretary and such other officers, if any, as the board of directors from time to time may in its discretion elect or appoint including without limitation a chairman of the board, one or more vice presidents and a controller. The corporation may also have such agents, if any, as the board of directors from time to time may in its discretion choose. Any officer may be but none need be a director or stockholder. Any two or more offices may be held by the same person. Any officer may be required by the board of directors to secure the faithful performance of his duties to the corporation by giving bond in such amount and with sureties or otherwise as the board of directors may determine.

4.2. Powers. Subject to law, to the certificate of incorporation and to the

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other provisions of these by-laws, each officer shall have, in addition to the duties and powers herein set forth, such duties and powers as are commonly incident to his office and such additional duties and powers as the board of directors may from time to time designate.

4.3. Election. The officers may be elected by the board of directors at their first meeting following the annual meeting of the stockholders or at any other time. At any time or from time to time the directors may delegate to any officer their power to elect or appoint any other officer or any agents.

4.4. Tenure. Each officer shall hold office until his respective successor is chosen and qualified unless a shorter period shall have been specified by the terms of his election or appointment, or in each case until he sooner dies, resigns, is removed or becomes disqualified. Each agent shall retain his authority at the pleasure of the directors, or the officer by whom he was appointed or by the officer who then holds agent appointive power.

4.5. Chairman of the Board of Directors, President and Vice President. The chairman of the board, if any, shall have such duties and powers as shall be designated from time to time by the board of directors. Unless the board of directors otherwise specifies, the chairman of the board, or if there is none the chief executive officer, shall preside, or designate the person who shall preside, at all meetings of the stockholders and of the board of directors.

Unless the board of directors otherwise specifies, the president shall be the chief executive officer and shall have direct charge of all business operations of the corporation and, subject to the control of the directors, shall have general charge and supervision of the business of the corporation.

Any vice presidents shall have such duties and powers as shall be set forth in these by-laws or as shall be designated from time to time by the board of directors or by the president.

4.6. Treasurer and Assistant Treasurers. Unless the board of directors otherwise specifies, the treasurer shall be in charge of the corporation’s funds and valuable papers, and shall have such other duties and powers as may be designated from time to time by the board of directors or by the president. If no controller is elected, the treasurer shall, unless the board of directors otherwise specifies, also have the duties and powers of the controller. Any assistant treasurers shall have such duties and powers as shall be designated from time to time by the board of directors, the president or the treasurer.

4.7. Controller and Assistant Controllers. If a controller is elected, he shall, unless the board of directors otherwise specifies, be in charge of its books of account and accounting records, and of its accounting procedures. He shall have such other duties and powers as may be designated from time to time by the board of directors, the president or the treasurer. Any assistant controller shall have such duties and powers as shall be designated from time to time by the board of directors, the president, the treasurer or the controller.

4.8. Secretary and Assistant Secretaries. The secretary shall record all proceedings of the stockholders, of the board of directors and of committees of the board of directors in a book or series of books to be kept therefor and shall file therein all actions by written consent of stockholders or directors. In the absence of the secretary from any meeting, an assistant secretary, or if there be none or he is absent, a temporary secretary chosen at the meeting, shall record the proceedings thereof. Unless a transfer agent has been appointed

7

the secretary shall keep or cause to be kept the stock and transfer records of the corporation, which shall contain the names and record addresses of all stockholders and the number of shares registered in the name of each stockholder. He shall have such other duties and powers as may from time to time be designated by the board of directors or the president. Any assistant secretaries shall have such duties and powers as shall be designated from time to time by the board of directors, the president or the secretary.

Section 5. RESIGNATIONS AND REMOVALS

5.1. Any director or officer may resign at any time by delivering his resignation in writing to the chairman of the board, if any, the president, or the secretary or to a meeting of the board of directors. Such resignation shall be effective upon receipt unless specified to be effective at some other time, and without in either case the necessity of its being accepted unless the resignation shall so state. A director (including persons elected by stockholders or directors to fill vacancies in the board) may be removed from office with or without cause by the vote of the holders of a majority of the issued and outstanding shares of the particular class or series entitled to vote in the election of such director. The board of directors may at any time remove any officer either with or without cause. The board of directors may at any time terminate or modify the authority of any agent.

Section 6. VACANCIES

6.1. If the office of the president or the treasurer or the secretary becomes vacant, the directors may elect a successor by vote of a majority of the directors then in office. If the office of any other officer becomes vacant, any person or body empowered to elect or appoint that officer may choose a successor. Each such successor shall hold office for the unexpired term, and in the case of the president, the treasurer and the secretary until his successor is chosen and qualified or in each case until he sooner dies, resigns, is removed or becomes disqualified. Any vacancy of a directorship shall be filled as specified in Section 3.4 of these by-laws.

Section 7. CAPITAL STOCK

7.1. Stock Certificates. Each stockholder shall be entitled to a certificate stating the number and the class and the designation of the series, if any, of the shares held by him, in such form as shall, in conformity to law, the certificate of incorporation and the by-laws, be prescribed from time to time by the board of directors. Such certificate shall be signed by the chairman or vice chairman of the board, or the president or a vice president and by the treasurer or an assistant treasurer or by the secretary or an assistant secretary. Any of or all the signatures on the certificate may be a facsimile. In case an officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the time of its issue.

7.2. Loss of Certificates. In the case of the alleged theft, loss, destruction or mutilation of a certificate of stock, a duplicate certificate may be issued in place thereof, upon such terms, including receipt of a bond sufficient to indemnify the corporation against any claim on account thereof, as the board of directors may prescribe.

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Section 8. TRANSFER OF SHARES OF STOCK

8.1. Transfer on Books. Subject to the restrictions, if any, stated or noted on the stock certificate, shares of stock may be transferred on the books of the corporation by the surrender to the corporation or its transfer agent of the certificate therefor properly endorsed or accompanied by a written assignment and power of attorney properly executed, with necessary transfer stamps affixed, and with such proof of the authenticity of signature as the board of directors or the transfer agent of the corporation may reasonably require. Except as may be otherwise required by law, by the certificate of incorporation or by these by-laws, the corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to receive notice and to vote or to give any consent with respect thereto and to be held liable for such calls and assessments, if any, as may lawfully be made thereon, regardless of any transfer, pledge or other disposition of such stock until the shares have been properly transferred on the books of the corporation.

It shall be the duty of each stockholder to notify the corporation of his post office address.

8.2. Record Date. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no such record date is fixed by the board of directors, the record date for determining the stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no such record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the state of incorporation hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. If no record date has been fixed by the board of directors and prior action by the board of directors is required by applicable law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

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In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such payment, exercise or other action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

Section 9. CORPORATE SEAL

9.1. Subject to alteration by the directors, the seal of the corporation shall consist of a flat-faced circular die with the word “Delaware” and the name of the corporation cut or engraved thereon, together with such other words, dates or images as may be approved from time to time by the directors.

Section 10. EXECUTION OF PAPERS

10.1. Except as the board of directors may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts or other obligations made, accepted or endorsed by the corporation shall be signed by the chairman of the board, if any, the president, a vice president or the treasurer.

Section 11. FISCAL YEAR

11.1. The fiscal year of the corporation shall end on the 31st of December.

Section 12. AMENDMENTS

12.1. These by-laws may be adopted, amended or repealed by vote of a majority of the directors then in office or by vote of a majority of the stock outstanding and entitled to vote. Any by-law, whether adopted, amended or repealed by the stockholders or directors, may be amended or reinstated by the stockholders or the directors.

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EX-3.209

Exhibit 3.209

CERTIFICATE OF INCORPORATION

FIRST:  The name of this corporation shall be: Radiology Staffing Solutions, Inc.

SECOND:  Its registered office in the State of Delaware is to be located at 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle and its registered agent at such address is CORPORATION SERVICE COMPANY.

THIRD:  The purpose or purposes of the corporation shall be:

To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.  To manage independent contracting staffing at area hospitals.

FOURTH:  The total number of shares of stock which this corporation is authorized to issue is: 1,000 at $0.01 par value

FIFTH:The name and address of the incorporator is as follows:  Robyn Elliott Bakalar

1717 Main Street, Suite 5200
Dallas, Texas 75201
Attn: Legal Department

SIXTH:  The Board of Directors shall have the power to adopt, amend or repeal the by-laws.

SEVENTH: No director shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by such director as a director.  Notwithstanding the foregoing sentence, a director shall be liable to the extent provided by applicable law, (i) for breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the Delaware General Corporation Law or (iv) for any transaction from which the director derived an improper personal benefit.  No amendment to or repeal of this Article Seventh shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment.

IN WITNESS WHEREOF, the undersigned, being the incorporator herein before named, has executed signed and acknowledged this certificate of incorporation this 11th day of January, 2008.

/s/ Robyn Elliott Bakalar

Name: Robyn Elliott Bakalar

Incorporator:

EX-3.210

Exhibit 3.210

BYLAWS

OF

RADIOLOGY STAFFING SOLUTIONS, INC.

ARTICLE I

OFFICES

1.01.  The registered agent and office of Radiology Staffing Solutions, Inc. (the “Corporation”) shall be such registered agent and office as shall from time to time be established pursuant to the articles of incorporation, as amended from time to time, of the Corporation (the “Charter”) or by resolution of the Board of Directors of the Corporation (the “Board”).

1.02.  The Corporation may also have offices at such other places both within and without the State of Delaware as the Board may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

2.01.  Meetings of Stockholders of the Corporation (the “Stockholders”) for any purpose may be held at such place, within or without the State of Delaware, as shall be fixed from time to time by the Board, or, if the Board has not so specified, then at such place as may be fixed by the person or persons calling the meeting.

2.02.  An annual meeting of the Stockholders shall be held at such date and time as shall be fixed from time to time by the Board, at which they shall elect a Board, and transact such other business as may properly be brought before the meeting.

2.03.  At least ten days before each meeting of Stockholders, a complete list of the Stockholders entitled to vote at said meeting arranged in alphabetical order, with the residence of each and the number of voting shares held by each, shall be prepared by the officer or agent having charge of the stock transfer books.  Such list, for a period of ten days prior to such meeting, shall be kept on file at the registered office of the Corporation and shall be subject to inspection by any Stockholder at any time during usual business hours.  Such list shall be produced and kept open at the time and place of the meeting during the whole time thereof, and shall be subject to the inspection of any Stockholder who may be present.

2.04.  Special meetings of the Stockholders, for any purpose or purposes, unless otherwise prescribed by statute, the Charter, or these bylaws, may be called by the President, a majority of the Board, or the holders of not less than ten percent of all the shares entitled to vote

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at the meetings.  Business transacted at all special meetings shall be confined to the objects stated in the notice of the meeting.

2.05.  Written or printed notice stating the place, day, and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than sixty days before the date of the meeting, either personally or by mail, by or at the direction of the President, the Secretary, or the officer or person calling the meeting, to each Stockholder of record entitled to vote at the meeting.

2.06.  The holders of a majority of the shares of the Corporation issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall be requisite and shall constitute a quorum at all meetings of the Stockholders for the transaction of business except as otherwise provided by statute, the Charter, or these bylaws.  If, however, such quorum shall not be present or represented at any meeting of the Stockholders, the Stockholders entitled to vote thereat, present in person or represented by proxy, shall nevertheless have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented.  At an adjourned session at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.

2.07.  When a quorum is present at any meeting, the vote of the holders of a majority of the shares of the Corporation having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which, by express provision of any applicable statute, the Charter, or these bylaws, a different vote is required, in which case such express provision shall govern and control the decision of such question.  The Stockholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough Stockholders to leave less than a quorum.

2.08.  Each outstanding share of the Corporation, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of Stockholders, unless otherwise provided by statute or the Charter.  At any meeting of the Stockholders, every Stockholder having the right to vote shall be entitled to vote in person or by proxy appointed by an instrument in writing subscribed by such Stockholder or by his or her duly authorized attorney-in-fact, such writing bearing a date not more than eleven months prior to said meeting, unless said instrument provides for a longer period.  Such proxy shall be filed with the Secretary of the Corporation prior to or at the time of the meeting.  Voting need not be by written ballot unless required by the Charter or by vote of the Stockholders present at the meeting.

2.09.  The Board may fix in advance a record date for the purpose of determining Stockholders entitled to notice of or to vote at a meeting of Stockholders, such record date to be not less than ten nor more than sixty days prior to such meeting, or the Board may close the stock transfer books for such purpose for a period of not less than ten nor more than sixty days prior to such meeting.  In the absence of any action by the Board, the date upon which the notice of the meeting is mailed shall be the record date.

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2.10.  Any action required by statute to be taken at a meeting of the Stockholders, or any action which may be taken at a meeting of the Stockholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Stockholders entitled to vote with respect to the subject matter thereof, and such consent shall have the same force and effect as a unanimous vote of Stockholders.

2.11.  Subject to the provisions required or permitted by statute or the Charter for notice of meetings, Stockholders may participate in and hold a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

ARTICLE III

DIRECTORS

3.01.  The business and affairs of the Corporation shall be managed by the Board who may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Charter or by these bylaws directed or required to be exercised or done by the Stockholders.

3.02.  The initial Board shall be as stated in the Charter.  Thereafter, the number of directors which shall constitute the full Board shall be as determined from time to time by resolution of the Board or by the Stockholders at the annual meeting or a special meeting called for that purpose, but no decrease shall have the effect of shortening the term of an incumbent director.  Directors need not be Stockholders or residents of the State of Delaware.  The directors shall be elected at the annual meeting of the Stockholders, except as hereinafter provided, and each director elected shall hold office until his or her successor shall be elected and shall qualify.

3.03.  At any meeting of Stockholders called expressly for such purpose, any director or the entire Board may be removed, with or without cause, by vote of the holders of a majority of the shares of the Corporation then entitled to vote at an election of directors.  If any vacancies occur in the Board caused by death, resignation, retirement, disqualification, or removal from office of any director or otherwise, a majority of the directors then in office, though less than a quorum, may choose a successor or successors or a successor or successors may be chosen at a special meeting of Stockholders called for that purpose; and each successor director so chosen shall be elected for the unexpired term of his or her predecessor in office.  Any directorship to be filled by reason of an increase in the number of directors may be filled by election at an annual meeting or special meeting of Stockholders called for that purpose or may be filled by the Board for a term of office continuing only until the next election of one or more directors by the Stockholders.

3.04.  Whenever the holders of any class or series of shares of the Corporation are entitled to elect one or more directors by the provisions of the Charter, any vacancies in such directorships and any newly created directorships of such class or series to be filled by reason of

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an increase in the number of such directors may be filled by the affirmative vote of a majority of the directors elected by such class or series then in office or by a sole remaining director so elected, or by the vote of the holders of the outstanding shares of such class or series, and such directorships shall not in any case be filled by the vote of the remaining directors or the holders of the outstanding shares as a whole unless otherwise provided in the Charter.

3.05.  At each election for directors, every Stockholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by such Stockholder for as many persons as there are directors to be elected and for whose election he has a right to vote, or to cumulate his votes by giving one candidate as many votes as the number of such directors multiplied by his shares shall equal, or by distributing such votes on the same principle.

Executive and Other Committees

3.06.  The Board, by resolution adopted by a majority of the Board, may designate from among its members an executive committee and one or more other committees, each of which shall be comprised of one or more members and, to the extent provided in such resolution, shall have and may exercise all of the authority of the Board, including the authority to declare dividends and to authorize the issuance of shares of the Corporation, to the extent permitted by law.  Committees shall keep regular minutes of their proceedings and report the same to the Board when required.

Meetings of Directors

3.07.  The directors of the Corporation may hold their meetings, both regular and special, either within or without the State of Delaware.

3.08.  The first meeting of each newly elected Board shall be held without further notice immediately following the annual meeting of Stockholders, and at the same place, unless by unanimous consent of the directors then elected and serving such time or place shall be changed.

3.09.  Regular meetings of the Board may be held without notice at such time and place as shall from time to time be determined by the Board.

3.10.  Special meetings of the Board may be called by the President on two days’ notice to each director, either personally or by mail, telecopy, or overnight courier; special meetings shall be called by the President or Secretary in like manner and on like notice on the written request of a majority of the directors.  Except as may be otherwise expressly provided by statute, the Charter, or these bylaws, neither the business to be transacted at, nor the purpose of, any special meeting needs to be specified in a notice or waiver of notice.

3.11.  At all meetings of the Board the presence of a majority of the full Board shall be necessary and sufficient to constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board, except as may be otherwise specifically provided by statute or by the Charter or by these bylaws.  If a quorum shall not be present at any meeting of directors, the directors present thereat

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may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

3.12.  Any action required or permitted to be taken at a meeting of the Board or any committee may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the members of the Board or committee, as the case may be.  Such consent shall have the same force and effect as a unanimous vote at a meeting.

3.13.  Subject to the provisions required or permitted by statute or the Charter for notice of meetings, members of the Board, or members of any committee designated by the Board, may participate in and hold a meeting of the Board or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Compensation of Directors

3.14.  Directors, as such, shall not receive any stated salary for their services, but, by resolution of the Board, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; provided that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

ARTICLE IV

NOTICES

4.01.  Whenever under the provisions of any applicable statute, the Charter or these bylaws, notice is required to be given to any director or Stockholder, and no provision is made as to how such notice shall be given, it shall not be construed to mean personal notice, but any such notice may be given by mail, postage prepaid, addressed to such director or Stockholder at such address as appears on the books of the Corporation.  Any notice required or permitted to be given by mail shall be deemed to be given at the time when the same shall be thus deposited in the United States mails as aforesaid.

4.02.  Whenever any notice is required to be given to any Stockholder or director of the Corporation under the provisions of any applicable statute, the Charter or these bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated in such notice, shall be deemed equivalent to the giving of such notice.

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ARTICLE V

OFFICERS

5.01.  The officers of the Corporation shall be elected by the directors and shall include a Chairman of the Board, a President, a Treasurer and a Secretary.  The Board may also, at its discretion, elect a Vice Chairman of the Board, one or more Executive Vice Presidents or Vice Presidents and a Treasurer.  Such other officers, including assistant officers, and agents as may be deemed necessary may be elected or appointed by the Board.  Any two or more offices may be held by the same person.

5.02.  The Board at its first meeting after each annual meeting of Stockholders shall choose a Chairman of the Board and, at its discretion, a Vice Chairman of the Board, from its members; and a President, a Treasurer, a Secretary, and such other officers, including assistant officers, and agents as may be deemed necessary, none of whom need be a member of the Board.

5.03.  The Board may appoint such other officers and agents as it shall deem necessary, who shall be appointed for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

5.04.  The salaries of all officers and agents of the Corporation shall be fixed by the Board.  Unless so fixed by the Board each officer of the Corporation shall serve without remuneration.

5.05.  Each officer of the Corporation shall hold office until his successor is chosen and qualified in his stead or until his death or until his resignation or removal from office.  Any officer or agent elected or appointed by the Board may be removed at any time by the Board, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.  If the office of any officer becomes vacant for any reason, the vacancy may be filled by the Board.

Chairman of the Board

5.06.  The Chairman of the Board shall preside at all meetings of the stockholders and the Board.  He shall be ex-officio a member of all standing committees.  The Chairman shall have such other and further responsibility as may from time-to-time be assigned by the Board.

Chief Executive Officer

5.07.  The Board may by resolution designate one of the executive officers enumerated in Section 5.01 to serve as Chief Executive Officer.

Vice-Chairman of the Board

5.08.  The Vice-Chairman of the Board shall have duties assigned by the Board and shall preside in the absence of the Chairman, at all meetings of the Stockholders and the Board.  He shall be ex-officio a member of all standing committees.

The President

5.09.  The President shall be the chief operating and executive officer of the Corporation, shall have the general powers and duties of oversight, supervision and management of the

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business and affairs of the Corporation and shall see that all orders and resolutions of the Board are carried into effect.  He shalt be an ex-officio member of all standing committees of the Board.

The Secretary and Assistant Secretaries

5.10.  The Secretary shall attend all sessions of the Board and all meetings of the Stockholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose and shall perform like duties for any committees when required.  The Secretary shall give, or cause to be given, notice of all meetings of the Stockholders and special meetings of the Board, and shall perform such other duties as may be prescribed by the Board or the President, under whose supervision the Secretary shall be.

5.11.  Each Assistant Secretary shall have such powers and perform such duties as the Board may from time to time prescribe or as the President may from time to time delegate.

The Treasurer

5.12.  The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements of the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board.

5.13, The Treasurer shall disburse the funds of the corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the directors, at the regular meetings of the Board, or whenever they may require it, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation, and shall perform such other duties as the Board may prescribe or as the President may from time to time delegate.

5.14.  If required by the Board, the Treasurer shall give the Corporation a bond in such form, in such sum, and with such surety or sureties as shall be satisfactory to the Board for the faithful performance of the duties of the office of Treasurer and for the restoration to the Corporation, in case of death, resignation, retirement, or removal from office, of all books, papers, vouchers, money, and other property of whatever kind in the Treasurer’s possession or under the Treasurer’s control belonging to the Corporation.

5.15.  Each Assistant Treasurer shall have such powers and perform such duties as the Board may from time to time prescribe or as the President may from time to time delegate.

Other Offices

5.16.  Any Executive Vice President, Vice President, or other officer elected by the Board shall have such powers and perform such duties as the Board may from time to time prescribe or as the President may from time to time delegate.

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ARTICLE VI

CERTIFICATES REPRESENTING SHARES

6.01.  Certificates in such form as may be determined by the Board shall be delivered representing all shares to which Stockholders are entitled.  Such certificates shall be consecutively numbered and shall be entered in the books of the Corporation as they are issued.  Each certificate shall state on the face thereof the name of the Corporation, the name to whom the certificate is issued, the number and class of shares and the designation of the series, if any, which such certificate represents, the par value of such shares or a statement that such shares are without par value, and that the Corporation is organized under the laws of State of Delaware.  Each certificate shall be signed by either the President or any Vice President then in office and by either the Secretary, an Assistant Secretary, or any Treasurer then in office, and may be sealed with the seal of the Corporation or a facsimile thereof.  If any certificate is countersigned by a transfer agent, or an assistant transfer agent or registered by a registrar, other than the Corporation or an employee of the Corporation, the signature of any such officer of the Corporation may be a facsimile.  Whenever the Corporation shall be authorized to issue more than one class of stock, there shall be (1) set forth conspicuously upon the face or back of each certificate a full statement of (a) all of the designations, preferences, limitations, and relative rights of the shares of each class authorized to be issued and (b) if the Corporation is authorized to issue any preferred or special class in series, the variations in the relative rights and preferences of the shares of each series so far as the same have been fixed and determined and the authority of the Board to fix and determine the relative rights and preferences of subsequent series; or (2) stated conspicuously on the face or back of the certificate that (a) such a statement is set forth in the Charter on file in the office of the Secretary of State of Delaware and (b) the Corporation will furnish a copy of such statement to the record holder of the certificate without charge upon request to the Corporation at its principal place of business or registered office.  Whenever the Corporation by the Charter has limited or denied the preemptive rights of Stockholders to acquire unissued or treasury shares of the Corporation, each certificate (1) shall conspicuously set forth upon the face or back of such certificate a full statement of the limitation or denial of preemptive rights contained in the Charter, or (2) shall conspicuously state on the face or back of the certificate that (a) such statement is set forth in the Charter on file in the office of the Secretary of State of Delaware and (b) the Corporation will furnish a copy of such statement to the record holder of the certificate without charge upon request to the Corporation at its principal place of business or registered office.  If any restriction on the transfer or the registration of the transfer of shares shall be imposed or agreed to by the Corporation, as permitted by law, each certificate representing shares so restricted (1) shall conspicuously set forth a full or summary statement of the restriction on the face of the certificate, or (2) shall set forth such statement on the back of the certificate and conspicuously refer to the same on the face of the certificate, or (3) shall conspicuously state on the face or back of the certificate that such a restriction exists pursuant to a specified document and (a) that the Corporation will furnish to the record holder of the certificate without charge upon written request to the corporation at its principal place of business or registered office a copy of the specified document, or (b) if such document is one required or permitted to be and has been filed under the General Corporation Law of the State of Delaware, that such document is on file in the office of the Secretary of State of Delaware and contains a full statement of such restriction.

Lost Certificates

6.02.  The Board may direct a new certificate representing shares to be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost or destroyed, upon

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the making of an affidavit of that fact by the person claiming the certificate to be lost or destroyed.  When authorizing such issue of a new certificate, the Board, in its discretion and as a condition precedent to the issuance thereof, may require the owner of such lost or destroyed certificate, or his legal representative, to advertise the same in such manner as it shall require and/or give the Corporation a bond in such form, in such sum, and with such surety or sureties as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost or destroyed.

Transfer of Shares

6.03.  Upon presentation to the Corporation or the transfer agent of the Corporation with a request to register the transfer of a certificate representing shares duly endorsed and otherwise meeting the requirements for transfer specified by State of Delaware law, it shall be the duty of the Corporation or the transfer agent of the Corporation to register the transfer as requested.

Registered Stockholders

6.04.  Prior to due presentment for transfer, the Corporation may treat the registered owner of any share or shares of stock as the person exclusively entitled to vote, to receive notifications, and otherwise to exercise all rights and powers of an owner.

ARTICLE VII

GENERAL PROVISIONS

Dividends

7.01.  Dividends upon the outstanding shares of the Corporation, subject to the provisions of the Charter, if any, may be declared by the Board at any regular or special meeting of the Board or by any committee of the Board so authorized.  Dividends may be paid in cash, in property, or in shares of the Corporation, subject to the provisions of any applicable statute or the Charter.  The Board may fix in advance a record date for the purpose of determining Stockholders entitled to receive payment of any dividend, such record date to be not more than fifty days prior to the payment date of such dividend, or the Board may close the stock transfer books for such purpose for a period of not more than fifty days prior to the payment date of such dividend.  In the absence of any action by the Board, the date upon which the Board adopts the resolution declaring such dividend shall be the record date.

Reserves

7.02.  There may be created by resolution of the Board out of the surplus of the Corporation such reserve or reserves as the directors from time to time, in their discretion, think proper to provide for contingencies, or to repair or maintain any property of the Corporation, or for such other purpose as the directors shall think beneficial to the Corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

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Checks

7.03.  All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board may from time to time designate.

Execution of Contracts, Deeds, Etc.

7.04.  The Board may authorize any officer or officers, agent or agents, in the name and on behalf of the Corporation, to enter into or execute and deliver any and all deeds, bonds, mortgages, contracts and other obligations or instruments, and such authority may be general or confined to specific instances.

Fiscal Year

7.05.  The fiscal year of the Corporation shall be fixed by resolution of the Board.

Voting of Securities

7.06.  Unless otherwise directed by the Board, the President shall have full power and authority on behalf of the Corporation to attend, vote and act, and to execute and deliver in the name and on behalf of the Corporation a proxy authorizing an agent or attorney-in-fact for the Corporation to attend, vote and act, at any meeting of security holders of any corporation in which the Corporation may hold securities and to execute and deliver in the name and on behalf of the Corporation any written consent of security holders in lieu of any such meeting, and at any such meeting he, or the agent or the attorney-in-fact duly authorized by him, shall possess and may exercise any and all rights and powers incident to the ownership of such securities which the Corporation as the owner thereof might have possessed or exercised if present.  The Board may by resolution from time to time confer like power upon any other person or persons.

Indemnification

7.07  (a) Subject to any limitation which may be contained in the Charter, the Corporation shall to the full extent permitted by law, indemnify any person who was, is, or is threatened to be made a named defendant or respondent to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, arbitral, administrative, or investigative, any appeal in such action, suit, or proceeding, and any inquiry or investigation that could lead to such an action, suit, or proceeding, because such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise, against judgments, penalties (including excise and similar taxes), fines, settlements, and reasonable expenses (including attorneys’ fees) actually incurred by such person in connection with such action, suit, or proceeding.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that an individual did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

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(b)  Subject to any limitation which may be contained in the Charter, the Corporation shall, to the full extent permitted by law, pay or reimburse on a current basis the expenses incurred by any person described in subsection (a) of this Section 7.07 in connection with any such action, suit, or proceeding in advance of the final disposition thereof, if the Corporation has received (i) a written affirmation by the recipient of his good faith belief that he has met the standard of conduct necessary for indemnification and (ii) a written undertaking by or on behalf of the director to repay the amount paid or reimbursed if it is ultimately determined that he has not satisfied such standard of conduct or if indemnification is prohibited by law.

(c)  If required by law at the time such payment is made, any payment of indemnification or advance of expenses to a director shall be reported in writing to the stockholders with or before the notice or waiver of notice of the next Stockholder’s meeting or with or before the next submission to Stockholders of a consent to action without a meeting, within the 12-month period immediately following the date of the indemnification or advance.

(d)  The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation or who is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise, against any liability asserted against him and incurred by him in such a capacity or arising out of his status as such a person, whether or not the corporation would have the power to indemnify him against that liability under this article, subject to any restrictions imposed by law.  The Corporation may create a trust fund, establish any form of self-insurance, grant a security interest or other lien on the assets of the Corporation, or use other means (including, without limitation, a letter of credit, guarantee or surety arrangement) to ensure the payment of such sums as may become necessary to effect indemnification as provided herein.

(e)  The rights provided under this Section 7.07 shall not be deemed exclusive of any other rights permitted by law to which such person may be entitled under any provision of the Charter, a resolution of Stockholders or directors of the Corporation, an agreement or otherwise, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.  The rights provided in this Section 7.07 shall be deemed to be provided by a contract between the Corporation and the individuals who serve in the capacities described in subsection (a) hereof at any time while these bylaws are in effect, and no repeal or modification of this Section 7.07 by the Stockholders shall adversely affect any right of any person otherwise entitled to indemnification by virtue of this Section 7.07 at the time of such repeal or modification.

ARTICLE VIII

AMENDMENTS

8.01.  The Board may amend or repeal these bylaws or adopt new bylaws, unless:

(1)the Charter or statute reserves the power exclusively to the Stockholders in whole or part; or

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(2)the Stockholders in amending, repealing or adopting a particular bylaw expressly provide that the Board may not amend or repeal such bylaw.

8.02.  Unless the Charter or a bylaw adopted by the Stockholders provides otherwise as to all or some portion of the Corporation’s bylaws, the Stockholders may amend, repeal, or adopt bylaws of the Corporation even though such bylaws may also be amended, repealed or adopted by the Board.

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EX-3.211

Exhibit 3.211

CERTIFICATE OF INCORPORATION

FIRST:  The name of this corporation shall be: Radstaffing Management Solutions, Inc.

SECOND:  Its registered office in the State of Delaware is to be located at 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle and its registered agent at such address is CORPORATION SERVICE COMPANY.

THIRD:  The purpose or purposes of the corporation shall be:

To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH:  The total number of shares of stock which this corporation is authorized to issue is: 1,000 @ $0.01 par value

FIFTH:The name and address of the incorporator is as follows:
Robyn Elliott Bakalar
1717 Main Street, Suite 5200
Dallas, TX 75201

SIXTH:  The Board of Directors shall have the power to adopt, amend or repeal the by-laws.

SEVENTH:  No director shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by such director as a director.  Notwithstanding the foregoing sentence, a director shall be liable to the extent provided by applicable law, (i) for breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the Delaware General Corporation Law or (iv) for any transaction from which the director derived an improper personal benefit.  No amendment to or repeal of this Article Seventh shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment.

IN WITNESS WHEREOF, the undersigned, being the incorporator herein before named, has executed signed and acknowledged this certificate of incorporation this 29th day of January, A.D. 2008.

/s/ Robyn E. Bakalar

Name: Robyn E. Bakalar

Incorporator:

EX-3.212

Exhibit 3.212

BYLAWS

OF

RADSTAFFING MANAGEMENT SOLUTIONS, INC.

ARTICLE I

OFFICES

1.01.  The registered agent and office of Radstaffing Management Solutions, Inc. (the “Corporation”) shall be such registered agent and office as shall from time to time be established pursuant to the articles of incorporation, as amended from time to time, of the Corporation (the “Charter”) or by resolution of the Board of Directors of the Corporation (the “Board”).

1.02.  The Corporation may also have offices at such other places both within and without the State of Delaware as the Board may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

2.01.  Meetings of Stockholders of the Corporation (the “Stockholders”) for any purpose may be held at such place, within or without the State of Delaware, as shall be fixed from time to time by the Board, or, if the Board has not so specified, then at such place as may he fixed by the person or persons calling the meeting.

2.02.  An annual meeting of the Stockholders shall be held at such date and time as shall be fixed from time to time by the Board, at which they shall elect a Board, and transact such other business as may properly be brought before the meeting.

2.03.  At least ten days before each meeting of Stockholders, a complete list of the Stockholders entitled to vote at said meeting arranged in alphabetical order, with the residence of each and the number of voting shares held by each, shall be prepared by the officer or agent having charge of the stock transfer books.  Such list, for a period of ten days prior to such meeting, shall be kept on file at the registered office of the Corporation and shall be subject to inspection by any Stockholder at any time during usual business hours., Such list shall be produced and kept open at the time and place of the meeting during the whole time thereof, and shall be subject to the inspection of any Stockholder who may be present.

2.04.  Special meetings of the Stockholders, for any purpose or purposes, unless otherwise prescribed by statute, the Charter, or these bylaws, may be called by the President, a majority of the Board, or the holders of not less than ten percent of all the shares entitled to vote at the meetings.  Business transacted at all special meetings shall be confined to the objects stated in the notice of the meeting.

2.05.  Written or printed notice stating the place, day, and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than sixty days before the date of the meeting, either personally or by mall, by or at the direction of

the President, the Secretary, or the officer or person calling the meeting, to each Stockholder of record entitled to vote at the meeting.

2.06.  The holders of a majority of the shares of the Corporation issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall be requisite and shall constitute a quorum at all meetings of the Stockholders for the transaction of business except as otherwise provided by statute, the Charter, or these bylaws.  lf, however, such quorum shall not be present or represented at any meeting of the Stockholders, the Stockholders entitled to vote thereat, present in person or represented by proxy, shall nevertheless have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented.  At an adjourned session at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.

2.07.  When a quorum Is present at any meeting, the vote of the holders of a majority of the shares of the Corporation having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which, by express provision of any applicable statute, the Charter, or these bylaws, a different vote is required, in which case such express provision shall govern and control the decision of such question.  The Stockholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough Stockholders to leave less than a quorum.

2.08.  Each outstanding share of the Corporation, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of Stockholders, unless otherwise provided by statute or the Charter.  At any meeting of the Stockholders, every Stockholder having the right to vote shall be entitled to vote in person or by proxy appointed by an instrument in writing subscribed by such Stockholder or by his or her duly authorized attorney-in-fact, such writing bearing a date not more than eleven months prior to said meeting, unless said instrument provides for a longer period.  Such proxy shall be filed with the Secretary of the Corporation prior to or at the time of the meeting.  Voting need not be by written ballot unless required by the Charter or by vote of the Stockholders present at the meeting.

2.09.  The Board may fix in advance a record date for the purpose of determining Stockholders entitled to notice of or to vote at a meeting of Stockholders, such record date to be not less than ten nor more than sixty days prior to such meeting, or the Board may close the stock transfer books for such purpose for a period of not less than ten nor more than sixty days prior to such meeting.  In the absence of any action by the Board, the date upon which the notice of the meeting is mailed shall be the record date.

2.10.  Any action required by statute to be taken at a meeting of the Stockholders, or any action which may be taken at a meeting of the Stockholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Stockholders entitled to vote with respect to the subject matter thereof, and such consent shall have the same force and effect as a unanimous vote of Stockholders.

2.11.  Subject to the provisions required or permitted by statute or the Charter for notice of meetings, Stockholders may participate in and hold a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

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ARTICLE III

DIRECTORS

3.01.  The business and affairs of the Corporation shall be managed by the Board who may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Charter or by these bylaws directed or required to be exercised or done by the Stockholders.

3.02.  The initial Board shall be as stated in the Charter.  Thereafter, the number of directors which shall constitute the full Board shall be as determined from time to time by resolution of the Board or by the Stockholders at the annual meeting or a special meeting called for that purpose, but no decrease shall have the effect of shortening the term of an incumbent director.  Directors need not be Stockholders or residents of the State of Delaware.  The directors shall be elected at the annual meeting of the Stockholders, except as hereinafter provided, and each director elected shall hold office until his or her successor shall be elected and shall qualify.

3.03.  At any meeting of Stockholders called expressly for such purpose, any director or the entire Board may be removed, with or without cause, by vote of the holders of a majority of the shares of the Corporation then entitled to vote at an election of directors.  If any vacancies occur in the Board caused by death, resignation, retirement, disqualification, or removal from office of any director or otherwise, a majority of the directors then in office, though less than a quorum, may choose a successor or successors or a successor or successors may be chosen at a special meeting of Stockholders called for that purpose; and each successor director so chosen shall be elected for the unexpired term of his or her predecessor in office.  Any directorship to be filled by reason of an increase in the number of directors may be filled by election at an annual meeting or special meeting of Stockholders called for that purpose or may be filled by the Board for a term of office continuing only until the next election of one or more directors by the Stockholders,

3.04.  Whenever the holders of any class or series of shares of the Corporation are entitled to elect one or more directors by the provisions of the Charter, any vacancies in such directorships and any newly created directorships of such class or series to be filled by reason of an increase in the number of such directors may be filled by the affirmative vote of a majority of the directors elected by such class or series then in office or by a sole remaining director so elected, or by the vote of the holders of the outstanding shares of such class or series, and such directorships shall not in any case be filled by the vote of the remaining directors or the holders of the outstanding shares as a whole unless otherwise provided in the Charter.

3.05.  At each election for directors, every Stockholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by such Stockholder for as many persons as there are directors to be elected and for whose election he has a right to vote, or to cumulate his votes by giving one candidate as many votes as the number of such directors multiplied by his shares shall equal, or by distributing such votes on the same principle.

Executive and Other Committees

3.06.  The Board, by resolution adopted by a majority of the Board, may designate from among its members an executive committee and one or more other committees, each of which shalt be comprised of one or more members and, to the extent provided in such resolution, shall have and may exercise all of the authority of the Board, including the authority to declare dividends and to authorize the issuance of shares of the Corporation, to the extent permitted by law.  Committees shall keep regular minutes of their proceedings and report the same to the Board when required.

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Meetings of Directors

3.07.  The directors of the Corporation may hold their meetings, both regular and special, either within or without the State of Delaware.

3.08.  The first meeting of each newly elected Board shall be held without further notice immediately following the annual meeting of Stockholders, and at the same place, unless by unanimous consent of the directors then elected and serving such time or place shall be changed.

3.09.  Regular meetings of the Board maybe held without notice at such time and place as shall from time to time be determined by the Board.

3.10.  Special meetings of the Board may be called by the President on two days’ notice to each director, either personally or by mail, telecopy, or overnight courier; special meetings shall be called by the President or Secretary in like manner and on like notice on the written request of a majority of the directors.  Except as may be otherwise expressly provided by statute, the Charter, or these bylaws, neither the business to be transacted at, nor the purpose of, any special meeting needs to be specified in a notice or waiver of notice.

3.11.  At all meetings of the Board the presence of a majority of the full Board shall be necessary and sufficient to constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board, except as may be otherwise specifically provided by statute or by the Charter or by these bylaws.  If a quorum shall not be present at any meeting of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

3.12.  Any action required or permitted to be taken at a meeting of the Board or any committee may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the members of the Board or committee, as the case may be.  Such consent shall have the same force and effect as a unanimous vote at a meeting.

3.13.  Subject to the provisions required or permitted by statute or the Charter for notice of meetings, members of the Board, or members of any committee designated by the Board, may participate in and hold a meeting of the Board or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Compensation of Directors

3.14.  Directors, as such, shall not receive any stated salary for their services, but, by resolution of the Board, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; provided that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

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ARTICLE IV

NOTICES

4.01.  Whenever under the provisions of any applicable statute, the Charter or these bylaws, notice is required to be given to any director or Stockholder, and no provision is made as to how such notice shall be given, it shall not be construed to mean personal notice, but any such notice may be given by mail, postage prepaid, addressed to such director or Stockholder at such address as appears on the books of the Corporation.  Any notice required or permitted to be given by mail shall be deemed to be given at the time when the same shall be thus deposited in the United States mails as aforesaid.

4.02.  Whenever any notice is required to be given to any Stockholder or director of the Corporation under the provisions of any applicable statute, the Charter or these bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated in such notice, shall be deemed equivalent to the giving of such notice.

ARTICLE V

OFFICERS

5.01.  The officers of the Corporation shall be elected by the directors and shall include a President, a Treasurer and a Secretary.  The Board may also, at its discretion, elect a Chairman of the Board, one or more Executive Vice Presidents or Vice Presidents.  Such other officers, including assistant officers, and agents as may be deemed necessary may be elected or appointed by the Board.  Any two or more offices may be held by the same person.

5.02.  The Board at its first meeting after each mutual meeting of Stockholders shall choose a Chairman of the Board and, at its discretion, a Vice Chairman of the Board, from its members; and a President, a Treasurer, a Secretary, and such other officers, including assistant officers, and agents as may be deemed necessary, none of whom need be a member of the Board.

5.03.  The Board may appoint such other officers and agents as it shall deem necessary, who shall be appointed for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

5.04.  The salaries of all officers and agents of the Corporation shall be fixed by the Board.  Unless so fixed by the Board each officer of the Corporation shall serve without remuneration.

5.05.  Each officer of the Corporation shall hold office until his successor is chosen and qualified in his stead or until his death or until his resignation or removal from office.  Any officer or agent elected or appointed by the Board may be removed at any time by the Board, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.  If the office of any officer becomes vacant for any reason, the vacancy may be filled by the Board.

Chairman of the Board

5.06.  The Chairman of the Board shall preside at all meetings of the stockholders and the Board.  He shall be ex-officio a member of all standing committees.  The Chairman shall have such other and further responsibility as may from time-to-time be assigned by the Board.

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Chief Executive Officer

5.07.  The Board may by resolution designate one of the executive officers enumerated in Section 5.01 to serve as Chief Executive Officer.

Vice-Chairman of the Board

5.08.  The Vice-Chairman of the Board shall have duties assigned by the Board and shall preside in the absence of the Chairman, at all meetings of the Stockholders and the Board.  He shall be ex-officio a member of all standing committees.

The President

5.09.  The President shall be the chief operating and executive officer of the Corporation, shall have the general powers and duties of oversight, supervision and management of the business and affairs of the Corporation and shall see that all orders and resolutions of the Board are carried into effect.  He shall be an ex-officio member of all standing committees of the Board.

The Secretary and Assistant Secretaries

5.10.  The Secretary shall attend all sessions of the Board and all meetings of the Stockholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose and shall perform like duties for any committees when required.  The Secretary shall give, or cause to be given, notice of all meetings of the Stockholders and special meetings of the Board, and shall perform such other duties as may be prescribed by the Board or the President, under whose supervision the Secretary shaft be.

5.11.  Each Assistant Secretary shall have such powers and perform such duties as the Board may from time to time prescribe or as the President may from time to time delegate.

The Treasurer

5.12.  The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements of the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board.

5.13.  The Treasurer shall disburse the funds of the corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the directors, at the regular meetings of the Board, or whenever they may require it, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation, and shall perform such other duties as the Board may prescribe or as the President may from time to time delegate.

5.14.  If required by the Board, the Treasurer shall give the Corporation a bond in such form, in such sum, and with such surety or sureties as shall be satisfactory to the Board for the faithful performance of the duties of the office of Treasurer and for the restoration to the Corporation, in case of death, resignation, retirement, or removal from office, of all books, papers, vouchers, money, and other property of whatever kind in the Treasurer’s possession or under the Treasurer’s control belonging to the Corporation.

5.15.  Each Assistant Treasurer shall have such powers and perform such duties as the Board may from time to time prescribe or as the President may from time to time delegate.

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Other Offices

5.16.  Any Executive Vice President, Vice President, or other officer elected by the Board shall have such powers and perform such duties as the Board may from time to time prescribe or as the President may from time to time delegate.

ARTICLE VI

CERTIFICATES REPRESENTING SHARES

6.01.  Certificates in such form as may be determined by the Board shall be delivered representing all shares to which Stockholders are entitled.  Such certificates shall be consecutively numbered and shall be entered in the books of the Corporation as they are issued.  Each certificate shall state on the face thereof the name of the Corporation, the name to whom the certificate is issued, the number and class of shares and the designation of the series, if any, which such certificate represents, the par value of such shares or a statement that such shares are without par value, and that the Corporation is organized under the laws of Delaware.  Each certificate shall be signed by either the President or any Vice President then in office and by either the Secretary, an Assistant Secretary, or any Treasurer then in office, and may be sealed with the seal of the Corporation or a facsimile thereof.  If any certificate is countersigned by a transfer agent, or an assistant transfer agent or registered by a registrar, other than the Corporation or an employee of the Corporation, the signature of any such officer of The Corporation may be a facsimile.  Whenever the Corporation shall be authorized to issue more than one class of stock, there shall be (1) set forth conspicuously upon the face or back of each certificate a full statement of (a) all of the designations, preferences, limitations, and relative rights of the shares of each class authorized to be issued and (b) if the Corporation is authorized to issue any preferred or special class in series, the variations in the relative rights and preferences of the shares of each series so far as the same have been fixed and determined and the authority of the Board to fix and determine the relative rights and preferences of subsequent series; or (2) stated conspicuously on the face or back of the certificate that (a) such a statement is set forth in the Charter on file in the office of the Secretary of the State of Delaware and (b) the Corporation will furnish a copy of such statement to the record holder of the certificate without charge upon request to the Corporation at its principal place of business or registered office.  Whenever the Corporation by the Charter has limited or denied the preemptive rights of Stockholders to acquire unissued or treasury shares of the Corporation, each certificate (I) shall conspicuously set forth upon the face or back of such certificate a full statement of the limitation or denial of preemptive rights contained in the Charter, or (2) shall conspicuously state on the face or back of the certificate that (a) such statement is set forth in the Charter on file in the office of the Secretary of Delaware and (b) the Corporation will furnish a copy of such statement to the record holder of the certificate without charge upon request to the Corporation at its principal place of business or registered office.  If any restriction on the transfer or the registration of the transfer of shares shall be imposed or agreed to by the Corporation, as permitted by law, each certificate representing shares so restricted (1) shall conspicuously set forth a full or summary statement of the restriction on the face of the certificate, or (2) shall set forth such statement on the back of the certificate and conspicuously refer to the same on the face of the certificate, or (3) shall conspicuously state on the face or back of the certificate that such a restriction exists pursuant to a specified document and (a) that the Corporation will furnish to the record holder of the certificate without charge upon written request to the corporation at its principal place of business or registered office a copy of the specified document, or (b) if such document is one required or permitted to be and has been filed under the Delaware Business Corporation Act, that such document is on file in the office of the Secretary of Delaware and contains a full statement of such restriction.

Lost Certificates

6.02.  The Board may direct a new certificate representing shares to be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost or destroyed, upon the making of an

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affidavit of that feet by the person claiming the certificate to be lost or destroyed.  When authorizing such issue of a new certificate, the Board, in its discretion and as a condition precedent to the issuance thereof, may require the owner of such lost or destroyed certificate, or his legal representative, to advertise the same in such manner as it shall require and/or give the Corporation a bond in such form, in such sum, and with such surety or sureties as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost or destroyed.

Transfer of Shares

6.03.  Upon presentation to the Corporation or the transfer agent of the Corporation with a request to register the transfer of a certificate representing shares duly endorsed and otherwise meeting the requirements for transfer specified by Delaware law, it shall be the duty of the Corporation or the transfer agent of the Corporation to register the transfer as requested.

Registered Stockholders

6.04.  Prior to due presentment for transfer, the Corporation may treat the registered owner of any share or shares of stock as the person exclusively entitled to vote, to receive notifications, and otherwise to exercise all rights and powers of an owner.

ARTICLE VII

GENERAL PROVISIONS

Dividends

7.01.  Dividends upon the outstanding shares of the Corporation, subject to the provisions of the Charter, if any, may be declared by the Board at any regular or special meeting of the Board or by any committee of the Board so authorized.  Dividends may be paid in cash, in property, or in shares of the Corporation, subject to the provisions of any applicable statute or the Charter.  The Board may fix in advance a record date for the purpose of determining Stockholders entitled to receive payment of any dividend, such record date to be not more than fifty days prior to the payment date of such dividend, or the Board may close the stock transfer books for such purpose for a period of not more than fifty days prior to the payment date of such dividend.  In the absence of any action by the Board, the date upon which the Board adopts the resolution declaring such dividend shall be the record date.

Reserves

7.02.  There may be created by resolution of the Board out of the surplus of the Corporation such reserve or reserves as the directors from time to time, in their discretion, think proper to provide for contingencies, or to repair or maintain any property of the Corporation, or for such other purpose as the directors shall think beneficial to the Corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

Checks

7.03.  All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board may from time to time designate.

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Execution of Contracts, Deeds, Etc.

7.04.  The Board may authorize any officer or officers, agent or agents, in the name and on behalf of the Corporation, to enter into or execute and deliver any and all deeds, bonds, mortgages, contracts and other obligations or instruments, and such authority may be general or confined to specific instances.

Fiscal Year

7.05.  The fiscal year of the Corporation shall be fixed by resolution of the Board.

Voting of Securities

7.06.  Unless otherwise directed by the Board, the President shall have full power and authority on behalf of the Corporation to attend, vote and act, and to execute and deliver in the name and on behalf of the Corporation a proxy authorizing an agent or attorney-in-fact for the Corporation to attend, vote and act, at any meeting of security holders of any corporation in which the Corporation may hold securities and to execute and deliver in the name and on behalf of the Corporation any written consent of security holders in lieu of any such meeting, and at any such meeting he, or the agent or the attorney-in-fact duly authorized by him, shall possess and may exercise any and all rights and powers incident to the ownership of such securities which the Corporation as the owner thereof might have possessed or exercised if present.  The Board may by resolution from time to time confer like power upon any other person or persons.

Indemnification

7.07  (a) Subject to any limitation which may be contained in the Charter, the Corporation shall to the full extent permitted by law, indemnify any person who was, is, or is threatened to be made a named defendant or respondent to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, arbitral, administrative, or investigative, any appeal in such action, suit, or proceeding, and any inquiry or investigation that could lead to such an action, suit, or proceeding, because such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary, of another corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise, against judgments, penalties (including excise and similar taxes), fines, settlements, and reasonable expenses (including attorneys’ fees) actually incurred by such person in connection with such action, suit, or proceeding.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that an individual did not act in good faith and in a muter which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

(b)  Subject to any limitation which may be contained in the Charter, the Corporation shall, to the full extent permitted by law, pay or reimburse on a current basis the expenses incurred by any person described in subsection (a) of this Section 7.07 in connection with any such action, suit, or proceeding in advance of the final disposition thereof, if the Corporation has received (i) a written affirmation by the recipient of his good faith belief that he has met the standard of conduct necessary for indemnification and (ii) a written undertaking by or on behalf of the director to repay the amount paid or reimbursed if it is ultimately determined that he has not satisfied such standard of conduct or if indemnification is prohibited by law.

(c)  If required by law at the time such payment is made, any payment of indemnification or advance of expenses to a director shall be reported in writing to the stockholders with or before the notice or waiver of notice of the next Stockholder’s meeting or with or before the next submission to Stockholders of a consent

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to action without a meeting, within the 12-month period immediately following the date of the indemnification or advance.

(d)  The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation or who is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise, against any liability asserted against him and incurred by him in such a capacity or arising out of his status as such a person, whether or not the corporation would have the power to indemnify him against that liability under this article, subject to any restrictions imposed by law.  The Corporation may create a trust fund, establish any form of self-insurance, grant a security interest or other lien on the assets of the Corporation, or use other means (including, without limitation, a letter of credit, guarantee or surety arrangement) to ensure the payment of such sums as may become necessary to effect indemnification as provided herein.

(e)  The rights provided under this Section 7.07 shall not be deemed exclusive of any other rights permitted by law to which such person may be entitled under any provision of the Charter, a resolution of Stockholders or directors of the Corporation, an agreement or otherwise, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.  The rights provided in this Section 7.07 shall be deemed to be provided by a contract between the Corporation and the individuals who serve in the capacities described in subsection (a) hereof at any time while these bylaws are in effect, and no repeal or modification of this Section 7.07 by the Stockholders shall adversely affect any right of any person otherwise entitled to indemnification by virtue of this Section 7.07 at the time of such repeal or modification.

ARTICLE VIII

AMENDMENTS

8.01.  The Board may amend or repeal these bylaws or adopt new bylaws, unless:

(1)the Charter or statute reserves the power exclusively to the Stockholders in whole or part; or

(2)the Stockholders in amending, repealing or adopting a particular bylaw expressly provide that the Board may not amend or repeal such bylaw.

8.02.  Unless the Charter or a bylaw adopted by the Stockholders provides otherwise as to all or some portion of the Corporation’s bylaws, the Stockholders may amend, repeal, or adopt bylaws of the Corporation even though such bylaws may also be amended, repealed or adopted by the Board.

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EX-3.213

Exhibit 3.213

CERTIFICATION OF INCORPORATION

OF

DADE MIAMI EASTERN AMBULANCE SERVICE, INC.

This is to certify:

FIRST: That we, the subscribers, ROBERT A. BARNES, whose post office address is c/o 1209 Biscayne Building, Miami, Dade County, Florida, HERBERT A. DUNN, whose post office address is c/o 1209 Biscayne Building, Miami, Dade County, Florida, and GEORGIA E. DUNN, whose post office address is c/o 1209 Biscayne Building, Miami, Dade County, Florida, all being of full legal age, do, under and by virtue of the General Laws of the State of Florida authorizing the formation of corporations, associate ourselves with the intention of forming a corporation.

SECOND: That the name of the corporation (which is hereinafter called the “Corporation”) is:

DADE MIAMI EASTERN AMBULANCE SERVICE, INC.

THIRD: The general nature of the business to be transacted by the Corporation, the purposes for which the Corporation is formed, and the objects to be carried on and promoted by it are as follows:

(a) To do a general ambulance business wherein the sick, injured or otherwise incapacitated persons or others may be transported to hospitals, homes or any other designations in order to maintain and further in the areas of operation the health and public welfare of the citizens.

(b) To acquire, use, employ, sell and deal in all suitable means, apparatus, machinery, contrivances, equipment, and facilities for prosecuting its business.

(c) To acquire by subscription, purchase, exchange or otherwise, to hold as an investment or for any other purpose, to sell, exchange, pledge, mortgage, transfer or otherwise dispose of bonds, notes, stocks, or other securities, evidences of indebtedness or choses in action; to aid in any manner any corporation (whether public or private) whose securities or obligations are so held; to control and direct, either alone or in conjunction with others, the operations of such corporations, and to do any and all acts and deeds designed to protect, preserve or improve the value of said securities and obligations and, while the owner or holder of said securities and obligations, to exercise all the rights, powers and privileges of ownership.

(d) To purchase, lease, or otherwise acquire the property of every kind, including the business, goodwill, rights and franchises of any corporation, partnership or individual carrying on and to assume, guarantee and pay the debts and liabilities thereof.

(e) To acquire by purchase or otherwise any copyrights, inventions or patents useful in carrying on the Corporation’s business and to use, grant licenses with respect thereto and other-wise develop the value thereof.

(f) To acquire, by purchase or otherwise, any real estate, improved or unimproved, or any interest therein or any rights, fixtures, casements or privileges appertaining or appurtenant thereto, and any and all personal property necessary, suitable, proper or convenient for, in connection with, or incidental to, the accomplishment of the purposes of the Corporation.

(g) To construct, reconstruct, alter, repair, maintain and operate buildings, structures, houses, dwellings and improvements of land of every description.

(h) To hold, develop, improve, and operate, and to sell, convey, assign, mortgage, lease (with or without the privilege of purchase), transfer, or otherwise dispose of, any and all improved or unimproved real estate, and any and all personal property which it may now hold or may hereafter acquire; to maintain the same, together with the appurtenances thereto, in accordance with all applicable laws, ordinances and regulations, in good repair and such condition as will preserve the health and safety of its tenants.

(i) To borrow money, to issue bonds, debentures, notes and other evidences of indebtedness in furtherance of any or all of the objects of its business; to secure the same by mortgage, deed of trust, pledge or other lien upon any or all of the property, rights, privileges, or franchises of the Corporation wheresoever situated, acquired, or to be acquired; to sell, pledge, or otherwise dispose of, any or all such bonds, notes, and other evidences of indebtedness in such manner and upon such terms as the Board of Directors may deem proper and to guarantee the payment of any dividends upon stock, or the principal of or interest upon bonds or the or the contracts or other obligations of any corporation, partnership or individual, in accordance with the laws of the State of Florida.

(j) Te enter into, perform, and carry out lawful contracts of any nature or kind necessary, suitable, proper or convenient for, or in connection with, or incidental to, the accomplishment of any one or more of the purposes or objects herein enumerated or described, or which shall appear at any time conclusive or expedient for the protection or benefit of the Corporation, provided that the same be not inconsistent with the laws of the State of Florida and of the United States of America.

(k) To acquire by purchase, lease, exchange or otherwise, real and personal property, without limit in the State of Florida or elsewhere in the United States of America, and to hold, use, pledge, mortgage, sell or otherwise dispose of and deal with any property, real or personal, owned by it.

(l) To carry out all or any part of the foregoing operations as principal, agent, contractor or otherwise, either alone or in conjunction with any person, partnership or corporation, and in carrying on its business and for the purpose of attaining or furthering any of its object, to make and perform contracts and do acts and to exercise powers suitable, convenient or proper for the accomplishment of any of the purposes herein enumerated or incidental to the powers herein specified or which at any time may appear conducive to or expedient for the accomplishment thereof.

The aforegoing enumeration of the purposes, objects and business of the Corporation is made in furtherance and not in limitation of the powers conferred upon the Corporation by law, and it is not intended by the mention or enumeration of particular purposes, objects or business in any manner to limit or restrict the generality of any other purpose, object or business mentioned or to limit or restrict the powers of the Corporation, and the Corporation shall have, enjoy and exercise all of the powers and rights now or hereafter conferred by statute on corporations.

The Corporation is formed upon the articles, conditions and provisions herein expressed, and subject in all particulars to the limitations relating to corporations which are contained in the General Laws of this State.

FOURTH: The maximum number of shares of stock that the Corporation is authorized to have outstanding at any time shall be one hundred (100) shares of capital stock of the par value of $10.00 per share.

FIFTH: The amount of capital with which the Corporation will begin business is One Thousand Dollars ($1,000.00).

SIXTH: The existence of the Corporation shall be perpetual.

SEVENTH: The post office address of the principal office will be 35 S.W. 27th Avenue, Miami, Dade County, Florida, or at such other place or places as the Board of Directors may determine. The Resident Agent of the Corporation is CHARLES H. WAKEMAN, JR., a citizen of the State of Florida, actually residing therein, whose post office address is 1209 Biscayne Building, Miami, Dade County, Florida.

EIGHTH: The Corporation shall have not less than three and no more than five Directors and the following, all of whom are citizens of the United States of America and residents of the State of Florida shall act as such until the first annual meeting or until their successors are duly elected and qualified: ROBERT A. BARNES, whose post office address is c/o 1209 Biscayne Building, Miami, Dade County, Florida, HERBERT A. DUNN, whose post office address is c/o 1209 Biscayne Building Miami, Dade County, Florida, and GEORGIA E. DUNN, whose post office address is c/o 1209 Biscayne Building, Miami, Dade County, Florida.

NINTH: The names and post office addresses of the Officers of the Corporation who shall act as such until the first annual meeting or until their successors are duly elected and qualified are: President, ROBERT A. BARNES, whose post office address is c/o 1209 Biscayne Building, Miami, Dade County, Florida; Vice-President, GEORGIA E. DUNN, whose post office address is c/o 1209 Biscayne Building, Miami, Dade County, Florida; Secretary-Treasurer, HERBERT A. DUNN, whose post office address is c/o 1209 Biscayne Building, Miami, Dade County, Florida.

TENTH: The said Officers and their successors in Office are authorized to execute sealed instruments in writing binding on the Corporation, provided that the same be signed by the President or a Vice-President and attested by the Secretary or Assistant Secretary.

ELEVENTH: The Subscriber ROBERT A. BARNES agrees to take and pay for Forty-nine (49) shares of the capital stock of the Corporation; the subscriber HERBERT A. DUNN agrees to take and pay for Fifty (50) shares of the capital stock of the Corporation; and the subscriber GEORGIA E. DUNN agrees to take and pay for one (1) share of the Corporation. The proceeds of the stock subscribed for will be at least as much as the amount necessary to begin business.

TWELFTH: The Board of Directors of the Corporation is hereby empowered to authorize, from time to time, the issuance of shares of its capital stock, for such consideration as the Board of Directors may deem advisable; provided, however, that such consideration shall have a value, in the judgment of the Board of Directors, of the Corporation, at least equivalent to the full par value of the shares so to be issued. Shares may be issued though only partly paid, subject to calls thereon until the whole consideration therefore shall have been paid.

THIRTEENTH: No contract or other transaction between this Corporation and any other corporation and no act of this Corporation shall in any way be affected or invalidated by the fact that any of the Directors of this Corporation are pecuniarily or otherwise interested in, or are Directors of officers of, such other corporation; any Directors, individually, or any firm of which any Director may be a member, may be a party to, or may be pecuniarily or otherwise interested in, any contract or transaction of this Corporation, provided that the fact that he or such firm is so interested shall be disclosed or shall have been known to the Board of Directors or a majority thereof; and any Director of this Corporation who is also a Director or officer of such other corporation or who is so interested may be counted in determining the existence of a quorum at any meeting of the Board of Directors of this Corporation, which shall authorize any such contract or transaction, and may vote thereat to authorize any such contract or transaction, with like force and effect as if he were not such Director of officer of such other corporation or not so interested.

FOURTEENTH: The Board of Directors snail have the power, in their discretion, to fix the amount of the surplus or net profits of the Corporation to be reserved as working capital or for any other purpose, and to determine whether any of the surplus or net profits arising from its business shall be declared in dividends and paid to the stockholders or whether any portion of the surplus or net profits shall be employed for the purpose of extending the business operations of the Corporation, or to purchase its own stock, or to purchase stocks, bonds and other obligations of other corporations which it is authorized by law to purchase.

IN WITNESS WHEREOF, we have signed this Certificate of Incorporation on this 31 day of March, 1955.

WITNESS AS TO ALL:	/s/ Robert A. Barnes	(SEAL)
	ROBERT A. BARNES
/s/ X	/s/ Herbert A. Dunn	(SEAL)
	HERBERT A. DUNN
	/s/ Georgia B. Dunn	(SEAL)
	GEORGIA B. DUNN

STATE OF NEW YORK

COUNTY OF ONONDAGA ) SS:

CITY OF SYRACUSE

I HEREBY CERTIFY that before me, a Notary Public in and for the County of Onondaga, State of New York, there personally appeared this 31st day of March, 1955, ROBERT A. BARNES, HERBERT A. DUNN AND GEORGIA B. DUNN, the three persons who subscribed the aforesaid Certificate of Incorporation, and they acknowledged the same to be their act and deed and the act and deed of them.

WITNESS my name and Notarial Seal on the date last aforesaid.

/s/ X

Notary Public

My Commission expires:

AMENDMENT TO ARTICLES OF INCORPORATION

OF

DADE-MIAMI EASTERN AMBULANCE SERVICE, INC.

RESOLVED That the Articles of Incorporation of this corporation be amended, changing the name of this corporation from DADE-MIAMI EASTERN AMBULANCE SERVICE, INC., to RANDLE EASTERN AMBULANCE SERVICE, INC.

I, GENEVIEVE L. RANDLE, Secretary of Dade-Miami Eastern Ambulance Service, Inc., a corporation, do hereby certify that the foregoing is a true copy of the amendment to the Articles of Incorporation of said corporation, duly adopted by the Board of Directors of said corporation in a meeting personally attended by all of said Board of Directors, which said meeting was duly called in conformity with the By-Laws of said corporation, and was held at 35 S.W. 27th Avenue, Miami, Florida, on March 11, 1960.

I further certify that the foregoing amendment to the Articles of Incorporation of said corporation was unanimously approved by the stockholders of this corporation duly called in conformity with the By-Laws of said corporation.

IN WITNESS WHEREOF I have hereunto subscribed my name and affixed the seal of said corporation this 12th day of March, 1960.

/s/ Genevieve L. Randle

SECRETARY

I HEREBY CERTIFY that the foregoing is correct.

/s/ Robert W. Randle

PRESIDENT

STATE OF FLORIDA	)
	SS
COUNTY OF DADE	)

I HEREBY CERTIFY that on this 14th day of March, 1960, before me personally appeared ROBERT W. RANDLE and GENEVIEVE L. RANDLE, President and Secretary respectively of DADE-MIAMI EASTERN AMBULANCE SERVICE, INC., a corporation existing under the laws of the State of Florida, to me known to be the persons who signed the foregoing Amendment to Articles of Incorporation as such officers and severally acknowledged the execution thereof to be their free act and deed as such officers for the uses and purposes therein specified and that they affixed thereto the official seal of said corporation, and that the said instrument is the act and deed of said corporation, and that the matters and things contained therein are true.

WITNESS my signature and official seal at Miami, in the County of Dade and State of Florida, the day and year last aforesaid.

/s/ Franklin Parson

Notary Public, State of

Florida at Large

My commission expires:

ARTICLES OF MERGER

OF

R-E ACQUISITION, INC.

INTO

RANDLE EASTERN AMBULANCE SERVICE INC.

Under Section 607.1105 of the Business Corporation Act of Florida, Randle Eastern Ambulance Service Inc. (the “Corporation”) a Florida corporation and R-E Acquisition, Inc. (“R-E Acquisition”) a Florida corporation have adopted an Agreement and Plan of Reorganization among the Corporation, R-E Acquisition, American Medical Response, Inc. and William L. Randle (the “Merger Agreement”) and hereby adopt these Articles of Merger.

AGREEMENT

R-E Acquisition shall be merged with and into the Corporation pursuant to the Business Corporation Act of the State of Florida. Thereupon, the corporate identity and existence of the Corporation, with all its rights, privileges, immunities, powers and purposes, shall continue unaffected and unimpaired by the merger, and the corporate identity and existence, with all rights, privileges, immunities, powers and purposes, of R-E Acquisition shall be merged into the Corporation as the corporation surviving the merger and the Corporation shall be fully vested therewith. The separate identity, existence and corporate organization of R-E Acquisition shall cease upon the merger becoming effective and thereupon R-E Acquisition and the Corporation shall be a single corporation (the “Surviving Corporation”). The name of the Surviving Corporation shall be Randle Eastern Ambulance Service Inc.

The issued shares of capital stock of the Corporation and R-E Acquisition shall, by virtue of the merger and without any action on the part of any holder thereof, become and be converted or canceled as follows:

(a) Each outstanding share of common stock of R-E Acquisition held of record by American Medical Response, Inc. will automatically be converted into one fully paid and non-assessable share of common stock of the Surviving Corporation.

(b) Each outstanding share of the Corporation common stock will be converted into the right to receive 391,459 shares of the common stock, $.01 par value of American Medical Response, Inc. divided by the number of shares of the Corporation’s common stock outstanding immediately prior to the merger.

Approval by Directors

The Board of Directors of both the Corporation and R-E Acquisition have approved the merger pursuant to Section 607.1105(d) on 6/1              , 1993.

Effective Date

That the merger of the undersigned corporations will become effective upon filing of the Articles of Merger with the Department of State.

Adoption of Agreement

That the shareholder of the Corporation adopted the Merger Agreement on 6/1             , 1993. The shareholder of R-E Acquisition, Inc. adopted the Merger Agreement on 6/1                1993.

Dated: 6/1                   , 1993

RANDLE EASTERN AMBULANCE SERVICE INC.

By:	/s/ Robert L. Garner
	Robert L. Garner, President

Acknowledged by:

/s/ Kenneth C. Randle

Kenneth C. Randle, Vice President

R-E ACQUISITION, INC.

By:	/s/ Dominic J. Puopolo
	Dominic J. Puopolo, President

Acknowledged by:

By:	/s/ Ronald M. Levenson
	Ronald M. Levenson, Assistant
	Secretary

ARTICLES OF AMENDMENT

TO

ARTICLES OF INCORPORATION

OF

Randle Eastern Ambulance Service, Inc.

(present name)

Pursuant to the provisions of section 607.1006, Florida Statutes, this Florida profit corporation adopts the following articles of amendment to its articles of incorporation:

FIRST: Amendment(s) adopted: (indicate article number(s) being amended, added or deleted)

Article Eight of the Articles of Incorporation is amended to read as follows:

“The Corporation shall have one (1) director.”

John Grainger

3221 North Service Road

Burlington, Ontario, Canada, L7R 3Y6

SECOND: If an amendment provides for an exchange, reclassification or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself, are as follows:

THIRD: The date of each amendment’s adoption: November 1, 2000.

FOURTH: Adoption of Amendment(s) (CHECK ONE)

xThe amendment(s) was/were approved by the shareholders. The number of votes cast for the amendment(s) was/were sufficient for approval.

oThe amendment(s) was/were approved by the shareholders through voting groups. The following statement must be separately provided for each voting group entitled to vote separately on the amendment(s):

“The number of votes cast for the amendment(s) was/were sufficient for approval by                                                                                                          .”

                                                                                 voting group

oThe amendment(s) was/were adopted by the board of directors without shareholder action and shareholder action was not required.

oThe amendment(s) was/were adopted by the incorporators without shareholder action and shareholder action was not required.

Signed this 31st day of October, 2000.

Signature /s/ Lori A.E. Evans

(By the Chairman or Vice-Chairman of the Board of Directors, President or other officer if adopted by the shareholders)

OR

(By a director if adopted by the directors)

OR

(By an incorporator if adopted by the incorporators)

Lori A.E. Evans

Typed or printed name

Vice President and Assistant Secretary

Title

EX-3.214

Exhibit 3.214

BY-LAWS

OF

THE SUBSIDIARIES OF

AMERICAN MEDICAL RESPONSE, INC.

Section 1. LAW, CERTIFICATE OF INCORPORATION
AND BY-LAWS

1.1. These by-laws are subject to the certificate of incorporation of the corporation. In these by-laws, references to law, the certificate of incorporation and by-laws mean the law, the provisions of the certificate of incorporation and the by-laws as from time to time in effect.

Section 2. STOCKHOLDERS

2.1. Annual Meeting. The annual meeting of stockholders shall be held at 10:00 am on the second Tuesday in May in each year, unless that day be a legal holiday at the place where the meeting is to be held, in which case the meeting shall be held at the same hour on the next succeeding day not a legal holiday, or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect a board of directors and transact such other business as may be required by law or these by-laws or as may properly come before the meeting.

2.2. Special Meetings. A special meeting of the stockholders may be called at any time by the chairman of the board, if any, the president or the board of directors. A special meeting of the stockholders shall be called by the secretary, or in the case of the death, absence, incapacity or refusal of the secretary, by an assistant secretary or some other officer, upon application of a majority of the directors. Any such application shall state the purpose or purposes of the proposed meeting. Any such call shall state the place, date, hour, and purposes of the meeting.

2.3. Place of Meeting. All meetings of the stockholders for the election of directors or for any other purpose shall be held at such place within or without the state of incorporation as may be determined from time to time by the chairman of the board, if any, the president or the board of directors. Any adjourned session of any meeting of the stockholders shall be held at the place designated in the vote of adjournment.

2.4. Notice of Meetings. Except as otherwise provided by law, a written notice of each meeting of stockholders stating the place, day and hour thereof and, in the case of a special meeting, the purposes for which the meeting is called, shall be given not less then ten nor more than sixty days before the meeting, to each stockholder entitled to vote thereat, and to each stockholder who, by law, by the certificate of incorporation or by these by-laws, is entitled to notice, by leaving such notice with him or at his residence or usual place of business, or by depositing it in the United States mail, postage prepaid, and addressed to such stockholder at his address as it appears in the records of the corporation. Such

notice shall be given by the secretary, or by an officer or person designated by the board of directors, or in the case of a special meeting by the officer calling the meeting. As to any adjourned session of any meeting of stockholders, notice of the adjourned meeting need not be given if the time and place thereof are announced at the meeting at which the adjournment was taken except that if the adjournment is for more than thirty days or if after the adjournment a new record date is set for the adjourned session, notice of any such adjourned session of the meeting shall be given in the manner heretofore described. No notice of any meeting of stockholders or any adjourned session thereof need be given to a stockholder if a written waiver of notice, executed before or after the meeting or such adjourned session by such stockholder, is filed with the records of the meeting or if the stockholder attends such meeting without objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the stockholders or any adjourned session thereof need be specified in any written waiver of notice.

2.5. Quorum of Stockholders. At any meeting of the stockholders a quorum as to any matter shall consist of a majority of the votes entitled to be cast on the matter, except where a larger quorum is required by law, by the certificate of incorporation or by these by-laws. Any meeting may be adjourned from time to time by a majority of the votes properly cast upon the question, whether or not a quorum is present. If a quorum is present at an original meeting, a quorum need not be present at an adjourned session of that meeting. Shares of its own stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of any corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

2.6. Action by Vote. When a quorum is present at any meeting, a plurality of the votes properly cast for election to any office shall elect to such office and a majority of the votes properly cast upon any question other than an election to an office shall decide the question, except when a larger vote is required by law, by the certificate of incorporation or by these by-laws. No ballot shall be required for any election unless requested by a stockholder present or represented at the meeting and entitled to vote in the election.

2.7. Action without Meetings. Unless otherwise provided in the certificate of incorporation, any action required or permitted to be taken by stockholders for or in connection with any corporate action may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in the state of incorporation by hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. No written consent shall be effective to take the corporate action referred to therein unless written consents signed by a number of stockholders sufficient to take such action are delivered to the corporation in the manner specified in this paragraph within sixty days of the earliest dated consent so delivered.

If action is taken by consent of stockholders and in accordance with the

2

foregoing, there shall be filed with the records of the meetings of stockholders the writing or writings comprising such consent.

If action is taken by less than unanimous consent of stockholders, prompt notice of the taking of such action without a meeting shall be given to those who have not consented in writing and a certificate signed and attested to by the secretary that such notice was given shall be filed with the records of the meetings of stockholders.

In the event that the action which is consented to is such as would have required the filing of a certificate under any provision of the General Corporation Law of the State of Delaware, if such action had been voted upon by the stockholders at a meeting thereof, the certificate filed under such provision shall state, in lieu of any statement required by such provision concerning a vote of stockholders, that written consent has been given under Section 228 of said General Corporation Law and that written notice has been given as provided in such Section 228.

2.8. Proxy Representation. Every stockholder may authorize another person or persons to act for him by proxy in all matters in which a stockholder is entitled to participate, whether by waiving notice of any meeting, objecting to or voting or participating at a meeting, or expressing consent or dissent without a meeting. Every proxy must be signed by the stockholder or by his attorney-in-fact. No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally. The authorization of a proxy may but need not be limited to specified action, provided, however, that if a proxy limits its authorization to a meeting or meetings of stockholders, unless otherwise specifically provided such proxy shall entitle the holder thereof to vote at any adjourned session but shall not be valid after the final adjournment thereof.

2.9. Inspectors. The directors or the person presiding at the meeting may, and shall if required by applicable law, appoint one or more inspectors of election and any substitute inspectors to act at the meeting or any adjournment thereof. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspectors shall make a report in writing of any challenge, question or matter determined by them and execute a certificate of any fact found by them.

2.10. List of Stockholders. The secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in his name. The stock ledger shall be the only evidence as to who are

3

stockholders entitled to examine such list or to vote in person or by proxy at such meeting.

Section 3. BOARD OF DIRECTORS

3.1. Number. The corporation shall have one or more directors, the number shall be consistent with applicable law and shall be determined from time to time by vote of a majority of the directors then in office. No director need be a stockholder.

3.2. Tenure. Each director shall hold office until the next annual meeting and until his successor is elected and qualified, or until he sooner dies, resigns, is removed or becomes disqualified.

3.3. Powers. The business and affairs of the corporation shall be managed by or under the direction of the board of directors who shall have and may exercise all the powers of the corporation and do all such lawful acts and things as are not by law, the certificate of incorporation or these by-laws directed or required to be exercised or done by the stockholders.

3.4. Vacancies. Vacancies and any newly created directorships resulting from any increase in the number of directors may be filled by vote of the holders of the particular class or series of stock entitled to elect such director at a meeting called for the purpose, or by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, in each case elected by the particular class or series of stock entitled to elect such directors. When one or more directors shall resign from the board, effective at a future date, a majority of the directors then in office, including those who have resigned, who were elected by the particular class or series of stock entitled to elect such resigning director or directors shall have power to fill such vacancy or vacancies, the vote or action by writing thereon to take effect when such resignation or resignations shall become effective. The directors shall have and may exercise all their powers notwithstanding the existence of one or more vacancies in their number, subject to any requirements of law or of the certificate of incorporation or of these by-laws as to the number of directors required for a quorum or for any vote or other actions.

3.5. Committees. The board of directors may, by vote of a majority of the whole board, (a) designate, change the membership of or terminate the existence of any committee or committees, each committee to consist of one or more of the directors; (b) designate one or more directors as alternate members of any such committee who may replace any absent or disqualified member at any meeting of the committee; and (c) determine the extent to which each such committee shall have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation, including the power to authorize the seal of the corporation to be affixed to all papers which require it and the power and authority to declare dividends or to authorize the issuance of stock; excepting, however, such powers which by law, by the certificate of incorporation or by these by-laws they are prohibited from so delegating. In the absence or disqualification of any member of such committee and his alternate, if any, the member or members thereof present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Except as the board of directors may otherwise determine, any committee may make rules for the conduct

4

of its business, but unless otherwise provided by the board or such rules, its business shall be conducted as nearly as may be in the same manner as is provided by these by-laws for the conduct of business by the board of directors. Each committee shall keep regular minutes of its meetings and report the same to the board of directors upon request.

3.6. Regular Meetings. Regular meetings of the board of directors may be held without call or notice at such places within or without the State of Delaware and at such times as the board may from time to time determine, provided that notice of the first regular meeting following any such determination shall be given to absent directors. A regular meeting of the directors may be held without call or notice immediately after and at the same place as the annual meeting of stockholders.

3.7. Special Meetings. Special meetings of the board of directors may be held at any time and at any place within or without the state of incorporation designated in the notice of the meeting, when called by the chairman of the board, if any, the president, or by one-third or more in number of the directors, reasonable notice thereof being given to each director by the secretary or by the chairman of the board, if any, the president or any one of the directors calling the meeting.

3.8. Notice. It shall be reasonable and sufficient notice to a director to send notice by mail or overnight courier at least forty-eight hours or by telegram at least twenty-four hours before the meeting addressed to him at his usual or last known business or residence address or to give notice to him in person or by telephone at least twenty-four hours before the meeting. Notice of a meeting need not be given to any director if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. Neither notice of a meeting nor a waiver of a notice need specify the purposes of the meeting.

3.9. Quorum. Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, at any meeting of the directors a majority of the directors then in office shall constitute a quorum; a quorum shall not in any case be less than one-third of the total number of directors constituting the whole board. Any meeting may be adjourned from time to time by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

3.10. Action by Vote. Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, when a quorum is present at any meeting the vote of a majority of the directors present shall be the act of the board of directors.

3.11. Action Without a Meeting. Any action required or permitted to be taken at any meeting of the board of directors or a committee thereof may be taken without a meeting if all the members of the board or of such committee, as the case may be, consent thereto in writing, and such writing or writings are filed with the records of the meetings of the board or of such committee. Such consent shall be treated for all purposes as the act of the board or of such committee, as the case may be.

3.12. Participation in Meetings by Conference Telephone. Members of the board of directors, or any committee designated by such board, may participate in a meeting of such board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in

5

the meeting can hear each other or by any other means permitted by law. Such participation shall constitute presence in person at such meeting.

3.13. Compensation. In the discretion of the board of directors, each director may be paid such fees for his services as director and be reimbursed for his reasonable expenses incurred in the performance of his duties as director as the board of directors from time to time may determine. Nothing contained in this section shall be construed to preclude any director from serving the corporation in any other capacity and receiving reasonable compensation therefor.

3.14. Interested Directors and Officers.

(a) No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of the corporation’s directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if:

(1) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or

(2) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or

(3) The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the board of directors, a committee thereof, or the stockholders.

(b) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes the contract or transaction.

Section 4. OFFICERS AND AGENTS

4.1. Enumeration; Qualification. The officers of the corporation shall be a president, a treasurer, a secretary and such other officers, if any, as the board of directors from time to time may in its discretion elect or appoint including without limitation a chairman of the board, one or more vice presidents and a controller. The corporation may also have such agents, if any, as the board of directors from time to time may in its discretion choose. Any officer may be but none need be a director or stockholder. Any two or more offices may be held by the same person. Any officer may be required by the board of directors to secure the faithful performance of his duties to the corporation by giving bond in such amount and with sureties or otherwise as the board of directors may determine.

4.2. Powers. Subject to law, to the certificate of incorporation and to the

6

other provisions of these by-laws, each officer shall have, in addition to the duties and powers herein set forth, such duties and powers as are commonly incident to his office and such additional duties and powers as the board of directors may from time to time designate.

4.3. Election. The officers may be elected by the board of directors at their first meeting following the annual meeting of the stockholders or at any other time. At any time or from time to time the directors may delegate to any officer their power to elect or appoint any other officer or any agents.

4.4. Tenure. Each officer shall hold office until his respective successor is chosen and qualified unless a shorter period shall have been specified by the terms of his election or appointment, or in each case until he sooner dies, resigns, is removed or becomes disqualified. Each agent shall retain his authority at the pleasure of the directors, or the officer by whom he was appointed or by the officer who then holds agent appointive power.

4.5. Chairman of the Board of Directors, President and Vice President. The chairman of the board, if any, shall have such duties and powers as shall be designated from time to time by the board of directors. Unless the board of directors otherwise specifies, the chairman of the board, or if there is none the chief executive officer, shall preside, or designate the person who shall preside, at all meetings of the stockholders and of the board of directors.

Unless the board of directors otherwise specifies, the president shall be the chief executive officer and shall have direct charge of all business operations of the corporation and, subject to the control of the directors, shall have general charge and supervision of the business of the corporation.

Any vice presidents shall have such duties and powers as shall be set forth in these by-laws or as shall be designated from time to time by the board of directors or by the president.

4.6. Treasurer and Assistant Treasurers. Unless the board of directors otherwise specifies, the treasurer shall be in charge of the corporation’s funds and valuable papers, and shall have such other duties and powers as may be designated from time to time by the board of directors or by the president. If no controller is elected, the treasurer shall, unless the board of directors otherwise specifies, also have the duties and powers of the controller. Any assistant treasurers shall have such duties and powers as shall be designated from time to time by the board of directors, the president or the treasurer.

4.7. Controller and Assistant Controllers. If a controller is elected, he shall, unless the board of directors otherwise specifies, be in charge of its books of account and accounting records, and of its accounting procedures. He shall have such other duties and powers as may be designated from time to time by the board of directors, the president or the treasurer. Any assistant controller shall have such duties and powers as shall be designated from time to time by the board of directors, the president, the treasurer or the controller.

4.8. Secretary and Assistant Secretaries. The secretary shall record all proceedings of the stockholders, of the board of directors and of committees of the board of directors in a book or series of books to be kept therefor and shall file therein all actions by written consent of stockholders or directors. In the absence of the secretary from any meeting, an assistant secretary, or if there be none or he is absent, a temporary secretary chosen at the meeting, shall record the proceedings thereof. Unless a transfer agent has been appointed

7

the secretary shall keep or cause to be kept the stock and transfer records of the corporation, which shall contain the names and record addresses of all stockholders and the number of shares registered in the name of each stockholder. He shall have such other duties and powers as may from time to time be designated by the board of directors or the president. Any assistant secretaries shall have such duties and powers as shall be designated from time to time by the board of directors, the president or the secretary.

Section 5. RESIGNATIONS AND REMOVALS

5.1. Any director or officer may resign at any time by delivering his resignation in writing to the chairman of the board, if any, the president, or the secretary or to a meeting of the board of directors. Such resignation shall be effective upon receipt unless specified to be effective at some other time, and without in either case the necessity of its being accepted unless the resignation shall so state. A director (including persons elected by stockholders or directors to fill vacancies in the board) may be removed from office with or without cause by the vote of the holders of a majority of the issued and outstanding shares of the particular class or series entitled to vote in the election of such director. The board of directors may at any time remove any officer either with or without cause. The board of directors may at any time terminate or modify the authority of any agent.

Section 6. VACANCIES

6.1. If the office of the president or the treasurer or the secretary becomes vacant, the directors may elect a successor by vote of a majority of the directors then in office. If the office of any other officer becomes vacant, any person or body empowered to elect or appoint that officer may choose a successor. Each such successor shall hold office for the unexpired term, and in the case of the president, the treasurer and the secretary until his successor is chosen and qualified or in each case until he sooner dies, resigns, is removed or becomes disqualified. Any vacancy of a directorship shall be filled as specified in Section 3.4 of these by-laws.

Section 7. CAPITAL STOCK

7.1. Stock Certificates. Each stockholder shall be entitled to a certificate stating the number and the class and the designation of the series, if any, of the shares held by him, in such form as shall, in conformity to law, the certificate of incorporation and the by-laws, be prescribed from time to time by the board of directors. Such certificate shall be signed by the chairman or vice chairman of the board, or the president or a vice president and by the treasurer or an assistant treasurer or by the secretary or an assistant secretary. Any of or all the signatures on the certificate may be a facsimile. In case an officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the time of its issue.

7.2. Loss of Certificates. In the case of the alleged theft, loss, destruction or mutilation of a certificate of stock, a duplicate certificate may be issued in place thereof, upon such terms, including receipt of a bond sufficient to indemnify the corporation against any claim on account thereof, as the board of directors may prescribe.

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Section 8. TRANSFER OF SHARES OF STOCK

8.1. Transfer on Books. Subject to the restrictions, if any, stated or noted on the stock certificate, shares of stock may be transferred on the books of the corporation by the surrender to the corporation or its transfer agent of the certificate therefor properly endorsed or accompanied by a written assignment and power of attorney properly executed, with necessary transfer stamps affixed, and with such proof of the authenticity of signature as the board of directors or the transfer agent of the corporation may reasonably require. Except as may be otherwise required by law, by the certificate of incorporation or by these by-laws, the corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to receive notice and to vote or to give any consent with respect thereto and to be held liable for such calls and assessments, if any, as may lawfully be made thereon, regardless of any transfer, pledge or other disposition of such stock until the shares have been properly transferred on the books of the corporation.

It shall be the duty of each stockholder to notify the corporation of his post office address.

8.2. Record Date. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no such record date is fixed by the board of directors, the record date for determining the stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no such record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the state of incorporation hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. If no record date has been fixed by the board of directors and prior action by the board of directors is required by applicable law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

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In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such payment, exercise or other action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

Section 9. CORPORATE SEAL

9.1. Subject to alteration by the directors, the seal of the corporation shall consist of a flat-faced circular die with the word “Delaware” and the name of the corporation cut or engraved thereon, together with such other words, dates or images as may be approved from time to time by the directors.

Section 10. EXECUTION OF PAPERS

10.1. Except as the board of directors may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts or other obligations made, accepted or endorsed by the corporation shall be signed by the chairman of the board, if any, the president, a vice president or the treasurer.

Section 11. FISCAL YEAR

11.1. The fiscal year of the corporation shall end on the 31st of December.

Section 12. AMENDMENTS

12.1. These by-laws may be adopted, amended or repealed by vote of a majority of the directors then in office or by vote of a majority of the stock outstanding and entitled to vote. Any by-law, whether adopted, amended or repealed by the stockholders or directors, may be amended or reinstated by the stockholders or the directors.

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EX-3.215

Exhibit 3.215

CERTIFICATE OF LIMITED PARTNERSHIP

OF

REGIONAL EMERGENCY SERVICES, L.P.

This Certificate of Limited Partnership of Regional Emergency Services, L.P. is being duly executed and filed by Florida Emergency Partners, Inc., as general partner, to form a limited partnership under the Delaware Revised Uniform Limited Partnership Act.

1. The name of the limited partnership formed hereby is Regional Emergency Services, L.P.

2. The address of the registered office of the limited partnership in the state of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, State of Delaware.

3. The name and address of the registered agent for service of process on the limited partnership in the state of Delaware is The Corporation Trust Company, 1209 Orange Street, in the City of Wilmington, County of New Castle, State of Delaware.

4. The name and the business address of the sole general partner of the limited partnership are:

Name	Business Address
Florida Emergency Partners, Inc.	141 Waterman Avenue
	Mount Dora, Florida 32757

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Limited Partnership as of the 18th day of June, 1996.

REGIONAL EMERGENCY SERVICES, L.P.
By:	Florida Emergency Partners, Inc.,
	General Partner
	By:	/s/ Seth D. Ellis
		Seth D. Ellis, Secretary

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF LIMITED PARTNERSHIP

OF

REGIONAL EMERGENCY SERVICES, L.P.

It is hereby certified that:

FIRST:  The name of the limited partnership (hereinafter called the “partnership”) is:

REGIONAL EMERGENCY SERVICES, L.P.

SECOND:  Pursuant to the provisions of Section 17-202, Title 6, Delaware Code, the amendment to the Certificate of Limited partnership effected by this Certificate of Amendment is to change the address of the registered office of the partnership in the State of Delaware to 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, and to change the name of the registered agent of the partnership in the State of Delaware at the said address to Corporation Service Company.

The undersigned, a general partner of the partnership, executes this Certificate of Amendment on April 5, 2010.

	/s/ William A. Sanger
Name: William A. Sanger
Capacity: CEO
on behalf of Florida Emergency Partners, Inc.
General Partner

EX-3.216

Exhibit 3.216

REGIONAL EMERGENCY SERVICES, L.P.

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

Dated as of July 24, 1996

TABLE OF CONTENTS

ARTICLE 1 DEFINITIONS		7
1.1.	“Accountant(s)”	7
1.2.	“Act”	7
1.3.	“Additional Capital Contributions”	7
1.4.	“Adjusted Capital Account Balance”	8
1.5.	“Advisory Agreement	8
1.6.	“Affiliated Person”	8
1.7.	“Agreement”	8
1.8.	“American”	8
1.9.	“Book Gain” or “Book Loss”	8
1.10.	“Book Value”	8
1.11.	“Budget”	10
1.12.	“Business Day”	10
1.14.	“Call Option”	10
1.15.	“Capital Account”	10
1.16.	“Capital Contributions”	10
1.17.	“Certificate”	10
1.18.	A “Change in Control”	10
1.19.	“Code”	10
1.20.	“Committee”	11
1.21.	“Competitive Services”	11
1.22.	“Contribution Agreement”	11
1.23.	“Depreciation”	11
1.24.	“Distributable Cash”	11
1.25.	“Dolphin”	12
1.26.	“Entity”	12
1.27.	“Excess Nonrecourse Liability”	12
1.28.	“FEP”	12
1.29.	“Former Partner”	12
1.30.	“FRES”	12
1.31.	“FRES Affiliates”	12
1.32.	“FRES Affiliates Interest”	12
1.33.	“General Partner”	12
1.34.	“HSR Act”	12
1.35.	“Limited Partners	12
1.36.	“Management Agreement”	13
1.37.	“Manager”	13
1.38.	“Material Adverse Change”	13
1.39.	“Measured Earnings”	13
1.40.	“Measurement Period”	13
1.41.	“Nonrecourse Debt”	14
1.42.	“Nonrecourse Deductions”	14
1.43.	“Notice”	14
1.44.	“Offered Interest”	14
1.45.	“Offered Terms”	14

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1.46.	“Offer Notice”	14
1.47.	“Option Closing Date”	14
1.48.	“Option Price”	14
1.49.	“Original Agreement”	15
1.50.	“Partners”	15
1.51.	“Partner Nonrecourse Debt”	15
1.52.	“Partner Nonrecourse Debt Minimum Gain”	15
1.53.	“Partner Nonrecourse Deductions”	15
1.54.	“Partnership”	15
1.55.	“Partnership Minimum Gain”	15
1.56.	“Percentage Interest”	15
1.57.	“Person”	15
1.58.	“Principals”	15
1.59.	“Profit” and “Loss”	16
1.60.	“Pro Forma Measured Earnings”	16
1.61.	“Pro Forma Measurement Period”	17
1.62.	“Prohibited Services”	17
1.63.	“Proposed Purchaser”	17
1.65.	“Put Option”	17
1.66.	“Regulatory Allocations”	17
1.67.	“Regulations”	17
1.68.	“Representation Agreement”	17
1.69.	“Restricted Area”	17
1.70.	“Restricted Period”	17
1.71.	“Securities Act”	17
1.72.	“Selling Partner”	17
1.73.	“Targeted Net Earnings”	17
1.74.	“Transfer Agreement”	17
1.75.	“Undistributed Net Income”	18
ARTICLE 2 ORGANIZATIONAL MATTERS		18
2.1.	Representations and Warranties	18
2.2.	Partnership Name	18
2.3.	Principal Business Office, Registered Office and Registered Agent	18
2.4.	Term of Partnership	18
2.5.	The Certificate	19
2.6.	Purposes	19
2.7.	Powers	19
ARTICLE 3 CAPITALIZATION		19
3.1.	Initial Capital Contributions	19
3.2.	Additional Capital Contributions	19
3.3.	Capital Accounts	20
3.4.	Transfer of Capital Accounts	20
3.5.	Deficit Capital Accounts	21
3.6.	Prohibition on Loans by Partnership	21

3

ARTICLE 4 ALLOCATIONS/DISTRIBUTIONS		21
4.1.	Allocation of Profit and Loss	21
4.2.	Treatment of Certain Distributions	21
4.3.	Section 754 Election	21
4.4.	Allocations for Tax and Book Purposes	21
4.5.	Certain Accounting Matters	21
4.6.	Tax Allocations: Code Section 704(c)	21
4.7.	Special Allocations	23
4.8.	Curative Allocations	25
4.9.	Distributions	26
ARTICLE 5 APPROVAL RIGHTS; COMMITTEE; RIGHTS OF LIMITED PARTNERS, ETC		27
5.1.	Approval Rights	27
5.2.	Committee	30
5.3.	Consents and Approval by FRES Affiliates	30
5.5.	Limited Liability	32
5.6.	No Control	32
ARTICLE 6 BOOKS; REPORTS; TAX ELECTIONS; ACCOUNTS		32
6.1.	Books and Records	32
6.2.	Required Reports	32
6.3.	Filing of Returns and Other Writings; Tax Matters Partner	35
6.4.	Fiscal Year	37
6.5.	Bank Accounts; Investments	37
ARTICLE 7 RIGHTS AND OBLIGATIONS OF GENERAL PARTNER		38
7.1.	Responsibilities and Authority of the General Partner	38
7.2.	Budget	39
7.3.	Management Agreement	39
7.4.	Reimbursement	40
7.5.	Removal of the General Partner	40
ARTICLE 8 CERTAIN COVENANTS OF THE PARTNERS		42
8.1.	FRES Affiliates	42
8.3.	No Dissolution	47
8.4.	No Resignation	47
8.5.	Withdrawal	47
ARTICLE 9 LIABILITY AND INDEMNIFICATION		47
9.1.	Liability of the General Partner	47
9.2.	Indemnification	47
ARTICLE 10 TRANSFERS OF PARTNERSHIP INTERESTS		48
10.1.	General Limitations	48
10.2.	Right of First Refusal	48
10.3.	Obligations and Rights of Transferees and Assignees	50

4

10.4.	Non-Recognition of Certain Transfers	50
10.5.	Required Amendments; Continuation	50
ARTICLE 11 CALL/PUT OPTIONS		51
11.1.	Call Option	51
11.2.	Put Option	53
11.3.	Determination of Measured Earnings	54
11.4.	Closing	54
11.5.	Transferees	58
ARTICLE 12 TERMINATION		60
12.1.	Events of Dissolution/Reconstitution	60
12.2.	Application of Assets	60
ARTICLE 13 MISCELLANEOUS		61
13.1.	Notices	61
13.2.	Word Meanings	62
13.3.	Execution of Papers	62
13.5.	Binding Provisions	62
13.6.	Applicable Law	62
13.7.	Separability of Provisions	63
13.8.	Section Titles	63
13.9.	Further Assurances	63
13.10.	Entire Agreement	63
13.11.	Waiver	63
13.12.	Amendment	63
13.13.	Agreement in Counterparts	63
13.15.	Venue	63

5

EXHIBITS AND SCHEDULES

Exhibits

Designation	Section Reference	Description
A	1.4	Advisory Agreement
B	7.2	Budget
C	7.3	Management Agreement
D	11.1	Representation Agreement
E	11.4	Transfer Agreement
F	11.4	Form of Opinion of Counsel

Schedules

Designation	Section Reference	Description
3.1	3.1, 3.3(a)	Initial Capital Contributions/Book Value and Initial Capital Accounts
5.1	5.1(a)	Key Persons
8.2	8.2(b)	Certain Employees

6

REGIONAL EMERGENCY SERVICES, L.P.

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of Regional Emergency Services, L.P. is dated as of July 24, 1996 by and between Florida Emergency Partners, Inc., a Texas corporation (“FEP”), American Medical Response Management, Inc., a Delaware corporation (“AMRM”), Dolphin Leasing, Ltd., a Texas limited partnership (“Dolphin”), and each other person who is admitted as a partner herein.

RECITALS

1. FEP, Dolphin and Florida Regional Emergency Services, Inc., a Florida corporation (“FRES”) formed a limited partnership (the “Partnership”) pursuant to the provisions of Chapter 17 of Title 6 of the Delaware Code Annotated (the “Act”) and entered into the Agreement of Limited Partnership dated as of June 18, 1996 (the “Original Agreement”).

2. FRES transferred all of its interest in the Partnership to AMRM and AMRM was admitted as a limited partner to the Partnership and FRES withdrew as a limited partner of the Partnership.

3. The Partners desire to continue the Partnership and to amend and restate the Original Agreement to read in its entirety as set forth herein.

4. In consideration for entering into this Agreement and the Contribution Agreement (as hereinafter defined) and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, AMRM desires to grant the Put Option (as hereinafter defined) to Dolphin and FEP, and Dolphin and FEP desire to grant to AMRM the Call Option (as hereinafter defined).

The parties agree that effective as of the date hereof this Agreement amends and restates in its entirety the Original Agreement.

ARTICLE 1

DEFINITIONS

Certain capitalized terms used in this Agreement shall have the meanings set forth below or in the Section of this Agreement referred to below:

1.1 “Accountant(s)” shall mean such firm of independent certified public accountants as may be engaged from time to time by the General Partner subject to the prior approval of each Limited Partner.

1.2 “Act” shall have the meaning set forth in the recitals to this Agreement.

1.3 “Additional Capital Contributions” shall have the meaning set forth in Section 3.2.

7

1.4 “Adjusted Capital Account Balance” shall mean, with respect to any Partner, the balance in such Partner’s Capital Account after giving effect to the following adjustments:

(a) credit to such Capital Account such Partner’s share of Partnership Minimum Gain or Partner Nonrecourse Debt Minimum Gain or any amount which such Partner would be required to restore under this Agreement or otherwise; and

(b) debit to such Capital Account the items described in Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6).

The foregoing definition of Adjusted Capital Account Balance is intended to comply with the provisions of Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

1.5 “Advisory Agreement” shall mean the Advisory Agreement dated as of July 24, 1996, as from time to time in effect, between American Medical Response of Colorado, Inc. and the Partnership, attached hereto as Exhibit A.

1.6 “Affiliated Person” shall mean, with respect to any Person, any other Person controlling or controlled by or under common control with such Person. For purposes of this definition, the term “control” when used with respect to any Person shall mean the power to direct the management and policies of such Person, directly or indirectly, whether as an officer or director, through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” shall have meanings correlative to the foregoing.

1.7 “Agreement” shall mean this Amended and Restated Agreement of Limited Partnership, as it may be amended, restated or supplemented from time to time.

1.8 “American” shall mean American Medical Response, Inc., a Delaware corporation.

1.9 “Book Gain” or “Book Loss” shall mean the gain or loss recognized by the Partnership for book purposes in any fiscal year or other period by reason of the sale, exchange or other disposition of any Partnership asset. Such Book Gain or Book Loss shall be computed by reference to the Book Value of such asset as of the date of such sale, exchange or other disposition, rather than by reference to the tax basis of such asset as of such date, and each and every reference herein to “gain” or “loss” shall be deemed to refer to Book Gain or Book Loss, rather than to tax gain or tax loss.

1.10 “Book Value” of an asset shall mean, as of any particular date, the value at which the asset is properly reflected on the books and records of the Partnership as of such date. The initial Book Value of each asset shall be its cost, unless such asset was contributed to the Partnership by a Partner, in which case the initial Book Value shall be the fair market value of such Asset as stated or referred to in Section 3.1 (or, if no such value is stated or referred to in Section 3.1, as otherwise reasonably determined by the General Partner), and such Book Value shall thereafter be adjusted for Depreciation with respect to such asset rather than for the cost recovery deductions to which the Partnership is entitled for income tax purposes with respect thereto. The Book Values of all Partnership assets shall be adjusted to equal their respective fair market values, as reasonably determined by the General Partner, as of the

8

following times: (i)

9

the acquisition of an additional interest in the Partnership by any new or existing Partner in exchange for more than a de minimis additional Capital Contribution; (ii) the distribution by the Partnership to a Partner of more than a de minimis amount of Partnership assets, including money, if, as a result of such distribution, such Partner’s interest in the Partnership is reduced; and (iii) the termination of the Partnership for federal income tax purposes pursuant to Section 708(b)(1)(B) of the Code.

1.11 “Budget” shall have the meaning set forth in Section 7.2.

1.12 “Business Day” shall mean any day except a Saturday, Sunday or other day which is a legal holiday or a day on which banking institutions are authorized by law or executive action to close in New York, New York.

1.13 “Call Notice” shall have the meaning set forth in Section 11.1.

1.14 “Call Option” shall have the meaning set forth in Section 11.1.

1.15 “Capital Account” shall have the meaning set forth in Section 3.3.

1.16 “Capital Contributions” shall mean the total amount of cash and other property contributed to the Partnership by the Partners or its predecessor in interest as described in Section 3.1 or contributed to the Partnership pursuant to Section 3.2.

1.17 “Certificate” shall mean the Certificate of Limited Partnership of the Partnership as provided for under the Act, as originally filed with the office of the Secretary of State of the State of Delaware, as in effect from time to time.

1.18 A “Change in Control” shall be deemed to have occurred if all of the following conditions are satisfied: (i) any Persons acting alone or together that would constitute a “group” for purposes of Section 13(d) of the Securities Exchange Act of 1934, as then in effect, shall acquire beneficial ownership (as defined in Rule 13d-3 under such act) of more than 50% of the total voting power of all classes of capital stock of American entitled to vote generally in the election of the Board of Directors of American or if another entity merges with and into American and immediately after such merger, the stockholders of American immediately prior to such merger hold less than 50% of the outstanding capital stock of the surviving corporation immediately after such merger, (ii) individuals who, immediately prior to such acquisition or merger, constituted the Board of Directors of American (the “Incumbent Board”), or individuals whose election or nomination to such Board of Directors was approved by a majority of the Incumbent Board (other than in the case of a merger, individuals whose election or nomination to such Board of Directors was approved in connection with such merger), cease to constitute at least a majority of the Board of Directors of American immediately following such acquisition or merger and (iii) if such change in the composition of the Board of Directors of American is reasonably likely to result in a material decrease in the amount of Measured Earnings.

1.19 “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and any subsequent federal law of similar import, and, to the extent applicable, any Regulations promulgated thereunder.

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1.20 “Committee” shall have the meaning set forth in Section 5.2.

1.21 “Competitive Services” means management services provided to a hospital to manage its ambulance business pursuant to an agreement whereby the manager manages the day-to-day operations of the ambulance business of the hospital, including providing communication and dispatching services, supervising repair and maintenance of vehicles, providing customer service, accounting, billing and collection services, procuring facilities and equipment and administering personnel policies of the hospital with respect to employees of such hospital, and such hospital is the employer of the non-supervisory personnel of such ambulance business.

1.22 “Contribution Agreement” shall mean, the Contribution and Sale Agreement dated as of July 24, 1996 among the Partnership, FRES, FEP, the Principals, Dolphin, AMRM and American.

1.23 “Depreciation” shall mean for each fiscal year or other period, an amount equal to the depreciation, amortization or other cost recovery deduction allowable with respect to an asset for such year or other period, except if the Book Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of any such year or other period, Depreciation shall be an amount that bears the same relationship to the Book Value of such asset as the depreciation, amortization, or other cost recovery deduction computed for tax purposes with respect to such asset for the applicable period bears to the adjusted tax basis of such asset at the beginning of such period, or if such asset has a zero adjusted tax basis, Depreciation shall be an amount determined under any reasonable method selected by the General Partner.

1.24 “Distributable Cash” shall mean, with respect to any fiscal quarter or other period, the total of (a) all cash revenues and funds received by the Partnership (other than funds received as Capital Contributions and other funds received from third party lenders unless the lender of such funds and the Partners intend that such funds be distributed to the Partners), plus (b) without duplication, any funds budgeted for Partnership expenses in prior periods to the extent such funds exceed the actual cost of such expenses minus (c) the sum of the following

(i) all sums paid to lenders to the Partnership during such fiscal quarter or other period,

(ii) all cash disbursements for operating expenses and capital expenditures and all other disbursements made by the Partnership during such fiscal quarter or other period;

(iii) to the extent not included in clause (ii), the management fee and all expenses payable by the Partnership with respect to such fiscal quarter or other period pursuant to the Management Agreement, as from time to time in effect, or pursuant to the approval of each Partner;

(iv) to the extent not included in clause (ii), the advisory fee and all expenses payable by the Partnership with respect to such fiscal quarter or other period pursuant to the Advisory Agreement, as from time to time in effect, or pursuant to the approval of each Partner;

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(v) to the extent not included in clause (ii), all expenses payable by the Partnership to the General Partner with respect to such fiscal quarter or other period pursuant to Section 7.4, or pursuant to the approval of each Partner;

(vi) payments made in respect of settlement of litigation or payment of judgments; and

(vii) amounts set aside for reserves contained in the budget to provide for expenses for working capital and for contingent or unforeseen liabilities as required by Section 7.2.

Distributable Cash shall be determined separately for each fiscal quarter or other period, and shall not be cumulative.

1.25 “Dolphin” shall have the meaning set forth in the first paragraph of this Agreement

1.26 “Entity” shall mean any general partnership, limited partnership, corporation, joint venture, limited liability company, trust, business trust, cooperative, association, county, political subdivision or other governmental authority.

1.27 “Excess Nonrecourse Liability” shall mean an “excess nonrecourse liability” within the meaning of Section 1.752-3(a)(3) of the Regulations.

1.28 “FEP” shall have the meaning set forth in the first paragraph of this Agreement.

1.29 “Former Partner” shall mean any Person who withdraws or is removed as a partner of the Partnership.

1.30 “FRES” shall have the meaning set forth in the recitals to this Agreement.

1.31 “FRES Affiliates” shall mean FEP, FRES, Dolphin, each of the Principals and each Affiliated Person of any such Person but in no event shall include American, AMRM, the Partnership or any individual other than the Principals.

1.32 “FRES Affiliates Interest” shall have the meaning set forth in Section 11.1.

1.33 “General Partner” shall mean FEP and any Person who becomes a General Partner of the Partnership as provided herein, in each case in such Person’s capacity as the general partner of the Partnership.

1.34 “HSR Act” shall mean the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

1.35 “Limited Partners” shall mean AMRM and Dolphin, together with any other Person who becomes a Limited Partner of the Partnership as provided herein and is listed as a Limited Partner in the books and records of the Partnership, in each case in such Person’s capacity as a Limited Partner of the Partnership. 

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1.36 “Management Agreement” shall have the meaning set forth in Section 7.3.

1.37 “Manager” shall have the meaning set forth in Section 7.3.

1.38 “Material Adverse Change” shall mean:

(a) if the Put Option is exercised and an event described in Section 11.2(c) has occurred (whether before or after October 1, 2001 within the 90-day period prior to the exercise of the Put Option if the Put Option is exercised pursuant to clauses (i) or (ii) of Section 11.2(c) or within the 30-day period prior to the exercise of the Put Option if the Put Option is exercised pursuant to clause (iii) of Section 11.2(c)), any change, effect, or circumstance that, when taken together with all other changes, effects or circumstances would have, or would have reasonably been likely to have, resulted in a 30% decrease in total revenues of the Partnership, or a 20% decrease in net income of the Partnership, during the Measurement Period calculated if all such changes, effects or circumstances had occurred during the Measurement Period; and

(b) otherwise, any change, effect, or circumstance that, when taken together with all other changes, effects or circumstances would have, or would have reasonably been likely to have, resulted in a 10% decrease in total revenues of the Partnership, or a 15% decrease in net income of the Partnership, during the Measurement Period calculated if all such changes, effects or circumstances had occurred during the Measurement Period.

1.39 “Measured Earnings” means, for any Measurement Period, (a) the net income of the Partnership for such Measurement Period, determined in accordance with generally accepted accounting principles applied on a consistent basis with prior periods before deduction for federal, state and local income taxes and franchise taxes based on the income of the Partnership (but excluding (i) all extraordinary or nonrecurring gains and other extraordinary or nonrecurring items of income, (ii) all extraordinary or nonrecurring losses, provided that such losses will not result in a decrease in future net income of the Partnership, (iii) the write-up or write-down of any asset of any Person acquired by the Partnership during the Measurement Period) and (iv) the net income of each Person acquired by the Partnership during the Measurement Period plus (b) the annualized net income of each Person acquired by the Partnership during the Measurement Period determined based on the net earnings of such Person since the date of acquisition by the Partnership determined in accordance with generally accepted accounting principles applied on a consistent basis before deduction for federal, state and local income taxes and franchise taxes (but excluding (i) all extraordinary or nonrecurring gains and other extraordinary or nonrecurring items of income, (ii) all extraordinary or nonrecurring losses, provided that such losses will not result in a decrease in future net income of the Partnership and (iii) the write-up or write-down of any asset).

1.40 “Measurement Period,” shall mean (a) with respect to the exercise of the Call Option, the 12-month period ending on the last day of the most recent calendar month which is not less than 30 days prior to the date of the Call Notice and (b) with respect to the exercise of the Put Option, the 12-month period ending on the last day of the most recent calendar month which is not less than 30 days prior to the date of the Put Notice. 

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1.41 “Nonrecourse Debt” shall mean any Partnership liability to the extent that no Partner or related person bears the economic risk of loss for such liability under Regulations Section 1.752-2.

1.42 “Nonrecourse Deductions” shall have the meaning set forth in Regulations Section 1.704-2(b)(1).

1.43 “Notice” shall have the meaning set forth in Section 13.1.

1.44 “Offered Interest” shall have the meaning set forth in Section 10.2.

1.45 “Offered Terms” shall have the meaning set forth in Section 10.2(a).

1.46 “Offer Notice” shall have the meaning set forth in Section 10.2(a).

1.47 “Option Closing Date” shall have the meaning set forth in Section 11.4(a).

1.48 “Option Price” shall mean:

(a) if the Call Option is exercised pursuant to clause (a) of Section 11.1, the sum of (i) the product of 50% of Measured Earnings for the Measurement Period multiplied by 5 plus (ii) if the amount of Measured Earnings for the Measurement Period exceeds $5,810,000, $1,500,000 plus (iii) the amount of Undistributed Net Income;

(b) if the Call Option is exercised pursuant to clauses (c) or (d) of Section 11.1, the sum of (i) the product of 50% of Pro Forma Measured Earnings for the Pro Forma Measurement Period multiplied by 4.5 plus (ii) if the amount of Pro Forma Measured Earnings for the Pro Forma Measurement Period exceeds the Targeted Net Earnings for the Pro Forma Measurement Period, $1,500,000 plus (iii) Undistributed Net Income;

(c) if the Put Option is exercised pursuant to clause (a) of Section 11.2 or if the Put Option is exercised during the period after July 1, 2001 and prior to October 1, 2006, the sum of (i) the product of 50% of Measured Earnings for the Measurement Period multiplied by 4.5 plus (ii) if the amount of Measured Earnings for the Measurement Period is greater than $5,810,000, $1,500,000 plus (iii) Undistributed Net Income;

(d) if the Call Option is exercised pursuant to clauses (b) or (e) of Section 11.1 prior to July 1, 2001 or if the Put Option is exercised prior to July 1, 2001 pursuant to clauses (b) or (c) of Section 11.2, the sum of: (i) the greater of:

(A) the product of 50% of Pro Forma Measured Earnings for the Pro Forma Measurement Period multiplied by 5 am, if the amount of Pro Forma Measured Earnings exceeds Targeted Net Earnings for the Pro Forma Measurement Period, $1,500,000; and

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(B) the product of 50% of Measured Earnings for the Measurement Period multiplied by 5 plus if the amount of Measured Earnings exceeds Targeted Net Earnings for the Measurement Period, $1,500,000;

plus (ii) Undistributed Net Income;

provided, however, that in no event shall the Option Price exceed $50,000,000.

1.49 “Original Agreement” shall have the meaning set forth in the recitals to this Agreement.

1.50 “Partners” shall mean FEP, Dolphin, AMRM and any other Person who becomes a partner as provided herein, in such Person’s capacity as a partner of the Partnership, but shall exclude Former Partners.

1.51 “Partner Nonrecourse Debt” shall mean any Partnership liability to the extent such liability is nonrecourse for purposes of Regulations Section 1.1001-2, and a Partner (or related person within the meaning of Regulation Section 1.752-4(b)) bears the economic risk of loss with respect to such liability under Regulations Section 1.752-2 because, for example, the Partner or related person is a creditor or guarantor with respect to such liability.

1.52 “Partner Nonrecourse Debt Minimum Gain” shall have the meaning set forth in Regulation Section 1.704-2(i)(2), and, as provided therein, shall generally be the amount, with respect to each Partner Nonrecourse Debt, equal to the Partnership Minimum Gain that would result if such Partner Nonrecourse Debt were treated as a Nonrecourse Debt.

1.53 “Partner Nonrecourse Deductions” shall have the meaning, and shall be determined in the manner, set forth in Regulations Section 1.704-2(i)(1).

1.54 “Partnership” shall mean the limited partnership formed under this Agreement, as such limited partnership may from time to time be constituted.

1.55 “Partnership Minimum Gain” shall have the meaning set forth in Regulations Section 1.704-2(b)(2), and, as provided therein, shall generally be determined by computing, for each Nonrecourse Debt of the Partnership, any Profit the Partnership would realize if it disposed of the property subject to that liability for no consideration other than full satisfaction of the liability, and then aggregating the separate amounts of Profit so computed.

1.56 “Percentage Interest” shall mean, with respect to the General Partner, 1.0%, with respect to Dolphin, 49.1 % and with respect to AMRM 49.9%, in each case as the same may be adjusted from time to time by reason of any transfer of an interest in the Partnership or the admission of a new Partner in accordance with the terms of this Agreement.

1.57 “Person” shall mean any individual or Entity, and the heirs, executors, administrators, legal representatives, successors and assigns of such individual or Entity where the context so admits.

1.58 “Principals” shall mean Zebulon Osborne, Seth Ellis and William Compton. 

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1.59 “Profit” and “Loss” shall mean, for each fiscal year or other period, an amount equal to the Partnership’s taxable income or loss for such year or period, determined in accordance with Section 703(a) of the Code (for this purpose, all items of income, gain, loss, or deduction required to be stated separately pursuant to Section 703(a)(1) of the Code shall be included in taxable income or loss), with the following adjustments:

(i) any income of the Partnership that is exempt from federal income tax and not otherwise taken into account in computing Profit or Loss pursuant to this provision shall be added to such taxable income or loss;

(ii) any expenditures of the Partnership described in Section 705(a)(2)(B) of the Code or treated as Code Section 705(a)(2)(B) expenditures pursuant to Section 1.704-1(b)(2)(iv)(i) of the Regulations, and not otherwise taken into account in computing Profit or Loss pursuant to this provision, shall be subtracted from such taxable income or loss;

(iii) Book Gain or Book Loss from the sale or other disposition of any asset of the Partnership shall be taken into account in lieu of any tax gain or tax loss recognized by the Partnership by reason of such sale or other disposition;

(iv) in lieu of the depreciation, amortization and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such fiscal year or other period, computed as provided in this Agreement; and

(v) any items which are specially allocated pursuant to Sections 4.7 or 4.8 shall not be taken into account in computing Profit or Loss.

If the Partnership’s taxable income or loss for such fiscal year or other period, as adjusted in the manner provided above, is a positive amount, such amount shall be the Partnership’s Profit for such fiscal year or other period; and if negative, such amount shall be the Partnership’s Loss for such fiscal year or other period.

If the Book Value of the assets is adjusted pursuant to the last sentence of the definition of Book Value, the amount of such adjustment shall be included in computing Profit or Loss. If any Partnership asset is distributed in kind (whether in connection with the liquidation of the Partnership or otherwise), the Partnership shall be deemed to have realized Profit or Loss thereon in the same manner as if the Partnership had sold such asset for an amount equal to its fair market value on the date of distribution, as determined by the General Partner.

1.60 “Pro Forma Measured Earnings” means, for any Pro Forma Measurement Period, the projected net income of the Partnership for such Pro Forma Measurement Period, determined in accordance with generally accepted accounting principles applied on a consistent basis with prior periods before deduction for federal, state and local income taxes and franchise taxes based on the income of the Partnership (but excluding (a) all extraordinary or nonrecurring gains and other extraordinary or nonrecurring items of income, (b) all extraordinary or nonrecurring items of loss, provided that such losses will not result in a decrease in future net income of the Partnership and (c) the write-up or write-down of any asset), as approved by all of the Partners. 

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1.61 “Pro Forma Measurement Period” shall mean, if applicable, the 12-month period beginning on the first day of the calendar month immediately following the date of the Call Notice or the Put Notice, as the case may be.

1.62 “Prohibited Services” shall mean (i) any Competitive Service, (ii) managing ambulance services, medical transportation services, or transportation services to the disabled, (iii) providing ambulance services, medical transportation services or transportation services to the disabled, (iv) during the period that any FRES Affiliate is a partner of the Partnership, any business or activity that competes with the Partnership and (v) during the Restricted Period, any business or activity that would be competitive with the Partnership at the time all FRES Affiliates ceased to be Partners.

1.63 “Proposed Purchaser” shall have the meaning set forth in Section 10.2(a).

1.64 “Put Notice” shall have the meaning set forth in Section 11.2.

1.65 “Put Option” shall have the meaning set forth in Section 11.2.

1.66 “Regulatory Allocations” shall have the meaning given such term in Section 4.8.

1.67 “Regulations” shall mean the federal income tax regulations promulgated under the Code, as such Regulations may be amended from time to time. All references herein to specific sections of the Regulations shall be deemed also to refer to any corresponding provisions of succeeding Regulations, and all references to temporary Regulations shall be deemed also to refer to any corresponding provisions of final Regulations.

1.68 “Representation Agreement” is deemed in Section 11.1.

1.69 “Restricted Area” shall mean within 100 hundred miles of any area in which the Partnership or American or any of its Affiliated Persons provides services or conducts business at such time as all FRES Affiliates ceased to be Partners.

1.70 “Restricted Period” shall mean the five year period following the first date on which no FRES Affiliate is a Partner (regardless of the reason why no FRES Affiliate is a Partner).

1.71 “Securities Act” shall have the meaning set forth in Section 2.1(b).

1.72 “Selling Partner” shall have the meaning set forth in Section 10.2.

1.73 “Targeted Net Earnings” shall mean for any Measurement Period or Pro Forma Measurement Period, the amount of Measured Earnings or Pro Forma Measured Earnings that the Partnership would have for such period if (i) Measured Earnings for the Partnership were $2,800,000 for the fiscal year ending December 31, 1996 and (ii) there was 20% annual growth in Measured Earnings of the Partnership prorated evenly over each fiscal year of the Partnership.

1.74 “Transfer Agreement” shall have the meaning set forth in Section 11.1. 

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1.75 “Undistributed Net Income” shall mean the difference (whether positive or negative), if any, between the aggregate taxable net income of the Partnership allocated to FEP and Dolphin and the aggregate amount of Distributable Cash distributed to FEP and Dolphin.

ARTICLE 2

ORGANIZATIONAL MATTERS

2.1 Representations and Warranties.

(a) Each party hereto represents and warrants that it is duly authorized to execute, deliver and perform its obligations under this Agreement, that the Person executing this Agreement on its behalf is duly authorized to do so and that this Agreement is binding upon it and enforceable against it in accordance with its terms.

(b) Each Limited Partner acknowledges that the limited partnership interests in the Partnership have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or under any state securities laws and may not be assigned, sold or otherwise transferred without registration under the Securities Act and any applicable state securities laws, except pursuant to an exemption from such registration. Each Limited Partner is an “accredited investor” within the meaning of Rule 501 under the Securities Act and is acquiring its limited partnership interest in the Partnership for its own account, for investment and not with a view to any resale or distribution thereof.

2.2 Partnership Name. The name of the Partnership is “Regional Emergency Services, L.P.” The business of the Partnership shall be conducted under such name. The General Partner shall be authorized to execute such assumed name certificates and other similar documents as may be necessary or advisable to enable the Partnership to conduct business under the names “Regional Emergency Services, L.P.”, “Florida Regional Emergency Services, L.P.” “Emergency Holdings, L.P.”, and “Western Regional Emergency Services, L.P.”, or such other assumed names as may be selected from time to time by the General Partner with the approval of each Limited Partner.

2.3 Principal Business Office. Registered Office and Registered Agent. The principal business office of the Partnership will be located at c/o Florida Emergency Partners, Inc., 141 Waterman Avenue, Mount Dora, Florida 32757, or at such other location as may hereafter be determined by the General Partner, subject to the prior written approval of each of the other Partners. The registered office of the Partnership in the State of Delaware is located at 1209 Orange Street, Wilmington, County of New Castle, Delaware, and the name of its registered agent for service of process is The Corporation Trust Company. The registered office and the registered agent of the Partnership may be changed by the General Partner from time to time in accordance with the Act and any other applicable laws, subject to the prior written approval of each Limited Partner.

2.4 Term of Partnership. The Partnership was formed on June 18, 1996 and shall continue until December 31, 2006, unless it is sooner dissolved and terminated pursuant to the provisions of Section 12.1. 

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2.5 The Certificate. The General Partner has executed and filed the Certificate with the Secretary of State of the State of Delaware pursuant to the requirements of the Act. The Partners hereby agree to execute, and the General Partner agrees to file and record, all such other certificates and documents and to do such other acts as may be appropriate to comply with all requirements for the formation, continuation and operation of a limited partnership under the Act and under the laws of any other jurisdiction in which the Partnership may own property or conduct business; including without limitation qualification of the Partnership as a foreign limited partnership in any state in which such qualification is required.

2.6 Purposes. The purposes of the Partnership are to provide management and related services to hospital-based ambulance services, and to engage in all actions necessary, convenient or incidental thereto.

2.7 Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Partnership shall have the power and is hereby authorized:

(a) to acquire, own, hold, operate, maintain, finance, improve, lease, sell, convey, mortgage, pledge, or dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purposes of the Partnership;

(b) to borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Partnership, and secure the same by mortgage, pledge or other lien on any assets of the Partnership;

(c) to invest any funds of the Partnership pending distribution or payment of the same pursuant to the provisions of this Agreement;

(d) to prepay in whole or in part, refinance, increase, modify or extend any indebtedness of the Partnership, and in connection therewith execute any extensions, renewals or modifications relating thereto; and

(e) to do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or advisable with respect to the conduct of the business of the Partnership, and have and exercise all of the powers and rights conferred upon partnerships formed pursuant to the Act.

ARTICLE 3

CAPITALIZATION

3.1 Initial Capital Contributions. Schedule 3.1 sets forth the initial Capital Contributions made by each Partner and the Book Value of the assets contributed by each Partner, or its predecessor in interest, to the Partnership and the initial Capital Accounts of each Partner.

3.2 Additional Capital Contributions. The Partners shall make such additional capital contributions to the Partnership (“Additional Capital Contributions”) as may be previously

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approved by each Partner. No Partner shall be entitled or required to make any capital contributions to the Partnership other than under Section 3.1 or this Section 3.2.

3.3 Capital Accounts. A separate capital account (a “Capital Account”) shall be established and maintained for each Partner, including any additional Partner who shall hereafter acquire an interest in the Partnership, in accordance with the following provisions:

(a) Each Partner’s initial Capital Account is described on Schedule 1.

(b) To each Partner’s Capital Account there shall be credited the amount of cash and the fair market value of any other property actually contributed to the Partnership by such Partner in accordance with Section 3.2, the amount of Distributable Cash recontributed by the Partners to the Partnership pursuant to Section 4.9 if such Partner’s Capital Account was previously debited by such amount, such Partner’s allocable share of Profit and any items in the nature of income or gain which are specially allocated to such Partner pursuant to Sections 4.7 or 4.8 hereof.

(c) To each Partner’s Capital Account there shall be debited the amount of cash and the fair market value of any Partnership property distributed to such Partner in its capacity as a Partner pursuant to this Agreement, such Partner’s allocable share of Loss, the amount of any liabilities of such Partner that are assumed by the Partnership or that are secured by any property contributed by such Partner to the Partnership, and any items in the nature of expenses or losses which are specially allocated to such Partner pursuant to Sections 4.7 or 4.8 hereof.

(d) The provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Regulations Section 1.704-1(b), and shall be interpreted and applied in a manner consistent with such Regulations.

(e) A Partner shall not be entitled to withdraw any part of the Capital Account of such Partner or to receive any distributions from the Partnership except as provided in Section 4.9; nor shall a Partner be entitled or required to make any loan or Capital Contribution to the Partnership other than as expressly provided herein. No loan made to the Partnership by any Partner shall constitute a Capital Contribution to the Partnership for any purpose.

(f) Except as expressly required by this Agreement or the Act, no Partner shall have any liability for the return of the Capital Contribution of any other Partner.

3.4 Transfer of Capital Accounts. In the event all or any portion of an interest in the Partnership is transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred interest in the Partnership, and reference in this Agreement to a Capital Contribution of or an allocation or distribution to a Partner who is a transferee shall include a Capital Contribution of or allocation or distribution previously made to its transferor Partner on account of the transferred Partnership interest. 

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3.5 Deficit Capital Accounts. No Partner with a deficit in its Capital Account shall be obligated to restore such deficit balance or make a Capital Contribution to the Partnership solely by reason of such deficit.

3.6 Prohibition on Loans by Partnership. In no event shall the Partnership, directly or indirectly, make any form of loan or advance to or directly or indirectly guaranty or secure the obligations of any Partner or any Affiliated Person of any Partner.

ARTICLE 4

ALLOCATIONS/DISTRIBUTIONS

4.1 Allocation of Profit and Loss. After giving effect to the special allocations set forth in Section 4.7, and taking into account any curative allocations in Section 4.8, Profit and Loss of the Partnership for each fiscal year or other period shall be allocated among the Partners in accordance with their respective Percentage Interests.

4.2 Treatment of Certain Distributions. [Reserved.]

4.3 Section 754 Election. The Partnership shall elect, pursuant to Section 754 of the Code, to adjust the basis of Partnership property as permitted and provided in Sections 734 and 743 of the Code. Such election shall be effective solely for federal (and, if applicable, state and local) income tax purposes and shall not result in any adjustment to the Book Value of any Partnership asset or to the Partners’ Capital Accounts (except as provided in Regulations Section 1.704-1(b)(2)(iv)(m)) or in the determination or allocation of Profit or Loss for purposes other than such tax purposes.

4.4 Allocations for Tax and Book Purposes. Except as otherwise provided herein, any allocation to a Partner for a fiscal year or other period of a portion of the Profit or Loss, or of a specially allocated item, shall be determined to be an allocation to that Partner of the same proportionate part of each item of income, gain, loss, deduction or credit, as the case may be, as is earned, realized or available by or to the Partnership for federal tax purposes.

4.5 Certain Accounting Matters. For purposes of determining the Profit, Loss or any other items allocable to any period, Profit, Loss and any such other items shall be determined on a daily, monthly or other basis, as determined by the General Partner using any permissible method under Code Section 706 and the Regulations thereunder.

4.6 Tax Allocations: Code Section 704(c). In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss, and deduction with respect to any property contributed to the capital of the Partnership shall, solely for income tax purposes, be allocated among the Partners so as to take account of any variation between the adjusted basis of such property to the Partnership for federal income tax purposes and its fair market value at the time of contribution. In the event that the Book Value of any Partnership Asset is subsequently adjusted in accordance with the last sentence of the definition of Book Value, any allocation of income, gain, loss and deduction with respect to such Asset shall thereafter take account of any variation between the adjusted tax basis of the Asset to the Partnership and its Book Value in the same manner as under Section 704(c) of the Code and any Regulations promulgated

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thereunder. 

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Any elections or other decisions relating to such allocations shall be made by the unanimous approval of the Partners in a manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section are solely for purposes of federal, state, and local taxes and shall not affect, or in any way be taken into account in computing, any Partner’s Capital Account or share of Profit, Loss or distributions pursuant to any provision of this Agreement.

4.7 Special Allocations.

(a) Qualified Income Offset. If any Partner unexpectedly receives an adjustment, allocation or distribution described in Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) in any fiscal year or other period which would cause such Partner to have a deficit Adjusted Capital Account Balance as of the end of such fiscal year or other period, items of Partnership income and gain (consisting of a pro rata portion of each item of Partnership income, including gross income and gain) shall be specially allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the deficit Adjusted Capital Account Balance of such Partner as quickly as possible. This Section 4.7(a) is intended to comply with the qualified income offset provision in Regulations Section 1.704-1(b)(2)(ii)(d), and shall be interpreted consistently therewith.

(b) Gross Income Allocation. If any Partner would otherwise have a deficit Adjusted Capital Account Balance as of the last day of any fiscal year or other period, items of income and gain of the Partnership shall be specially allocated to such Partner (in the manner specified in Section 4.7(a) hereof) so as to eliminate such deficit as quickly as possible.

(c) Partnership Minimum Gain Chargeback. If there is a net decrease in Partnership Minimum Gain during a Partnership fiscal year or other period, each Partner shall be allocated items of Partnership income and gain for such fiscal year or other period (and, if necessary, for subsequent fiscal years or periods) in proportion to, and to the extent of, such Partner’s share of such net decrease, except to the extent such allocation would not be required by Regulations Section 1.704-2(f). The amounts referred to in this Section 4.7(c) and the items to be so allocated shall be determined in accordance with Regulations Section 1.704-2. This Section 4.7(c) is intended to constitute a “minimum gain chargeback” provision as described in Regulations Section 1.704-2(f), and shall be interpreted consistently therewith.

(d) Partner Nonrecourse Debt Minimum Gain Chargeback. If there is a net decrease in Partner Nonrecourse Debt Minimum Gain during a Partnership fiscal year or other period, each Partner shall be allocated items of Partnership income and gain for such fiscal year or other period (and, if necessary, for subsequent fiscal years or periods) equal to such Partner’s share of such net decrease, except to the extent such allocation would not be required by Regulations Section 1.704-2(i)(4). The amounts referred to in this Section 4.7(d) and the items to be so allocated shall be determined in accordance with Regulations Section 1.704-2. This Section 4.7(d) is intended to comply with the minimum gain chargeback requirement contained in Regulations Section 1.704-2(i)(4), and shall be interpreted consistently therewith.

(e) Limitation on Loss Allocations. With respect to any Partner, notwithstanding the provisions of Section 4.1, the amount of Loss for any fiscal

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year or other period that would

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otherwise be allocated to a Partner under Section 4.1 shall not cause or increase a deficit Adjusted Capital Account Balance. Any Loss in excess of the limitation set forth in this Section 4.7(e) shall be allocated among the Partners, pro rata, to the extent each, respectively, is liable or exposed with respect to any debt or other obligations of the Partnership.

(f) Partner Nonrecourse Deductions. Partner Nonrecourse Deductions for any fiscal year or other period shall be specially allocated to the Partners who bear the economic risk of loss for the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable, as provided in Regulations Section 1.704-2(i)(1).

(g) Nonrecourse Deductions. Nonrecourse Deductions for any fiscal year shall be allocated to the Partners in accordance with their respective Percentage Interests.

(h) Excess Nonrecourse Liabilities. Nonrecourse Debts of the Partnership which constitute Excess Nonrecourse Liabilities shall be allocated among the Partners in accordance with their respective Percentage Interests.

(j) Ordering Rules. Anything contained in this Agreement to the contrary notwithstanding, allocations for any fiscal year or other period of Nonrecourse Deductions or Partner Nonrecourse Deductions, or of items required to be allocated pursuant to the minimum gain chargeback requirements contained in Section 4.7(c) and Section 4.7(d) hereof, shall be made before any other allocations hereunder.

4.8 Curative Allocations. The allocations set forth in Section 4.7 (the “Regulatory Allocations”) are intended to comply with certain requirements of Regulations Sections 1.704-1(b) and 1.704-2. The Regulatory Allocations may not be consistent with the manner in which the Partners intend to allocate Profit and Loss or make Partnership distributions. Accordingly, notwithstanding the other provisions of this Article 4, but subject to the Regulatory Allocations, the General Partner is hereby directed to reallocate items of income, gain, deduction and loss among the Partners so as to eliminate the effect of the Regulatory Allocations and thereby to cause the respective Capital Accounts of the Partners to be in the amounts (or as close thereto as possible) they would have been if Profit and Loss (and such other items of income, gain, deduction and loss) had been allocated without reference to the Regulatory Allocations. In general, the Partners anticipate that this will be accomplished by specially allocating other Profit and Loss (and such other items of income, gain, deduction and loss) among the Partners so that the net amount of the Regulatory Allocations and such special allocations to each such Partner is zero. In addition, if in any fiscal year or other period there is a decrease in Partnership Minimum Gain, or in Partner Nonrecourse Debt Minimum Gain, and application of the minimum gain chargeback requirements contained in Section 4.7(c) or Section 4.7(d) would cause a distortion in the economic arrangement among the Partners, the General Partner may, if the General Partner does not expect that the Partnership will have sufficient other income to correct such distortion, request the Internal Revenue Service to waive either or both of such minimum gain chargeback requirements. If such request is granted, this Agreement shall be applied in such instance as if it did not contain such minimum gain chargeback requirements.

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4.9 Distributions.

(a) All Distributable Cash received by the Partnership, if any, attributable to each fiscal quarter of the Partnership and distributable other than in connection with the liquidation of the Partnership shall be distributed to the Partners in accordance with their respective Percentage Interests as provided in this Section 4.9(a). The General Partner shall make distributions of Distributable Cash under this Section 4.9(a) within 60 days after the end of each fiscal quarter of each fiscal year (but not before the delivery of financial statements for each month of such fiscal quarter pursuant to Section 6.2(a)) on the basis of estimated Distributable Cash for such fiscal quarter, after taking into account any remaining discrepancy between actual and estimated Distributable Cash for any preceding fiscal quarter. Within 30 days following final determination of actual Distributable Cash for each fiscal year, there shall be a final distribution to the Partners to the extent that actual Distributable Cash for such fiscal year exceeds interim distributions of estimated Distributable Cash, or the Partners shall recontribute their respective shares of the excess of any interim distributions of estimated Distributable Cash over the actual Distributable Cash for such fiscal year.

(b) Net proceeds derived from any transaction involving the sale or other disposition of all or substantially all of the assets of the Partnership, together with any Distributable Cash during the period of winding up of the Partnership and any other assets of the Partnership, shall be applied and distributed in the following order of priority:

(i) first, to the payment of any debts and liabilities of the Partnership;

(ii) second, to the setting up of reserves (the amount of which shall be subject to the approval of each Partner) to provide for any contingent, conditional or unmatured liabilities or obligations of the Partnership;

(iii) third, to the Partners in payment of any loans made by the Partners to the Partnership not in violation of this Agreement in proportion to the outstanding balances of such loans; and

(iv) fourth, to the Partners in accordance with their respective Capital Account balances.

All payments under this Section 4.9(b) shall be made as soon as reasonably practicable and in any event by the end of the fiscal year in which such liquidation or winding up occurs, or, if later, within 90 days after the date of such liquidation or the date such winding up occurs.

(c) Except as may be otherwise required by law, no distribution of property in kind by the Partnership shall be permitted without the prior written consent of all of the Partners.

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ARTICLE 5

APPROVAL RIGHTS: COMMITTEE; RIGHTS OF LIMITED PARTNERS, ETC.

5.1 Approval Rights.

(a) In addition to the other approval rights specifically set forth in this Agreement, the following matters shall be subject to the prior written approval of each Limited Partner:

(i) the Budget, including quarterly updates thereto, provided to the Partners in accordance with Section 7.2, any modifications of or amendments thereto and any deviations therefrom;

(ii) any borrowing in excess of the specific amount of borrowing set forth in, or not reflected in, the Budget as updated from time to time, and, in any event, any borrowing which, exceeds $250,000;

(iii) any expenditure in excess of the specific amount set forth in, or not reflected in, the Budget as updated from time to time, the incurrence of any liability not set forth in the Budget as updated from time to time and, in any event, any capital expenditure which exceeds $250,000;

(iv) the incurrence of any mortgage, pledge, lien, charge, security interest or other encumbrance of any kind upon any of the property or assets of the Partnership except for: (a) statutory landlord liens, (B) nonconsensual liens arising by operation of law; (C) liens for current taxes, assessments or governmental charges or levies on property not yet due; and (D) liens not incurred in connection with any borrowings which could not materially impair the use of any property or assets of the Partnership or materially detract from the value of such property;

(v) except as otherwise provided in Sections 7.5, 10.1 or 11, the admission of any additional or substitute Partner to the Partnership;

(vi) except as otherwise provided in Sections 7.5, 10.1 or 11, the withdrawal or removal of any Partner;

(vii) the appointment of any Person to any position listed on Schedule 5.1, or any position with similar duties or responsibilities, and any change in the salary, bonus or other compensation paid to any Person in any such position;

(viii) any (A) agreement of the Partnership from which the Partnership is expected to derive annual revenues in excess of $1,000,000, (B) agreement of the Partnership to provide services in any area in which American or any of its subsidiaries then provides services, (C) agreement of the Partnership to provide service to any Person to whom American or any of its subsidiaries provides services or with whom American or any of its subsidiaries has a relationship, (D) amendment to or waiver under any such agreement described in clauses (A), (B) or (C) of this Section (a)(viii) and any modification, renewal or extension thereof, and (D) agreement with any other

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governmental authority, government, county or other political subdivision entered into, or negotiated by, the Partnership on behalf of any hospital to provide emergency ambulance services in any county, or other geographic area, in which the Partnership does not then provide any services and any amendment to, waiver under, and any modification, renewal or extension thereof entered into, or negotiated by, the Partnership on behalf of such hospital;

(ix) any modification of, waiver under or amendment to the Management Agreement or the Advisory Agreement, any extension or renewal of the Management Agreement or the Advisory Agreement and any new management or advisory agreement, except that any new management agreement entered into with a new manager pursuant to Section 7.5 shall not require the approval of any Partner other than AMRM provided that the terms and conditions of such management agreement relating to the responsibilities, obligations and compensation of the Manager are substantially the same as those set forth in the Management Agreement, as in effect immediately prior to the termination of the Manager;

(x) except as specifically set forth in the Contribution Agreement, the Management Agreement or in the Advisory Agreement, any transaction between the Partnership and any Partner or any Affiliated Person of any Partner;

(xi) any reimbursement by the Partnership pursuant to Section 7.4 hereof of out-of-pocket expenses incurred by the General Partner, any reimbursement by the Partnership of any out-of-pocket expenses of the advisor under the Advisory Agreement, and any reimbursement by the Partnership of any out-of-pocket expenses of the Manager under the Management Agreement in each case, to the extent such expenses are not included in the Budget as updated from time to time;

(xii) any requirement pursuant to Section 3.2 hereof that any Additional Capital Contribution be paid into the Partnership by the Partners;

(xiii) any sale, transfer or other disposition of any assets of the Partnership, other than vehicles, inventory or equipment sold or otherwise disposed of in the ordinary course of business;

(xiv) any lease or rental agreement not contemplated by the Budget or which would require aggregate payments in excess of $250,000 over the term of such lease or rental agreement and any amendment to, waiver under, and any modification, renewal or extension thereof and election by the Partnership to make any payments under the second sentence of Section 9 of the lease dated as of July 24, 1996 between the Partnership and FRES;

(xv) any delegation by either the General Partner or the Manager of their duties or obligations under this Agreement or the Management Agreement;

(xvi) any change in the location of the principal business office of the Partnership or in the registered office or registered agent of the Partnership;

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(xvii) any assumption or guaranty by the Partnership of the obligations of any other Person;

(xviii) the selection of the Accountant for the Partnership;

(xix) any settlement agreement affecting the Partnership;

(xx) any acquisition by the Partnership of any other Person or all or significant portion of the assets of any other Person;

(xxi) each of the matters described in Sections 2.2, 4.6. 6.3(a), 6.5, 7.5(c) and 10.1 or any other provision of this Agreement as requiring approval of each Partner;

(xxii) any filing of any tax return by the Partnership;

(xxiii) the dissolution of the Partnership;

(xxiv) selection by the Partnership of any tax advisor to prepare or assist in the preparation of any tax returns of the Partnership or to provide any tax advice to the Partnership;

(xxv) any amendment to this Agreement;

(xxvi) any merger or consolidation of the Partnership into or with any other Person;

(xxvii) any termination of, material amendment to, material modification of, or change in the amounts or type of coverage under, any insurance policy maintained by the Partnership pursuant to Section 6.6, and any reduction in coverage thereunder;

(xxviii) any employee benefit plan, and any termination of, material amendment to or material modification of any employee benefit plan;

(xxix) any challenge, or threat to challenge, directly or through a representative, the content, or the interpretation of, the report referred to in Section 13 of the Sunbelt Consent (as defined in the Contribution Agreement).

(xxx) any significant change in the nature of the Partnership’s business; and

(xxxi) any other action requiring the approval of Limited Partners under the Act.

(b) Manner of Consent. The General Partner shall give to each Partner a Notice requesting any approval hereunder, accompanied by a description in reasonable detail of the matters as to which such approval is requested. Each Partner shall communicate by Notice to the General Partner its approval, or nonapproval, of any matters described in the Notice requesting

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such approval within 15 Business Days of the date of such Notice. Any Partner not so responding shall be deemed to have given its approval of the matters contained in the Notice.

5.2 Committee.

(a) The Partners may establish by unanimous consent a committee (the “Committee”) having such number of members as may be mutually determined by the Partners and comprised of representatives of the Partners. AMRM shall be entitled to appoint one-half of the members of the Committee, and Dolphin, for itself and on behalf of the other Limited Partners, shall be entitled to elect the remaining members (who shall be the individuals responsible for the day-to-day operations of the Partnership while FEP is the General Partner), and in each case each shall have the power to remove its representative or representative in its sole discretion. The size of the Committee shall not be increased or decreased without the unanimous consent of the Partners. Each representative on the Committee shall serve until a successor representative is appointed by the appropriate party. Representatives on the Committee may only be removed by the Partner who appoint them or by the respective transferees of such Partner.

(b) The Committee shall hold quarterly meetings on a regular schedule which shall be agreed upon at the first meeting of the Committee, and shall hold such other meetings as any Partner may reasonably request. All or some members of the Committee may participate in a meeting of the Committee by means of a conference telephone, video or similar communications equipment by means of which all persons participating in the meeting can hear each other. The scope and detail of the issues to be discussed by the Committee shall be determined from time to time in the discretion of the Committee, and shall include such matters as any Partner may reasonably request. The General Partner shall provide such written and oral information and reports as to the operations and affairs of the Partnership as any Partner may reasonably request.

(c) As to any matter which comes before a meeting of the Committee and which requires the approval of the Partners, any representative to the Committee appointed by each Partner shall have the power, unless the appointing Partner gives Notice to the contrary to the other Partners prior to the meeting, to give or withhold such approval on behalf of such Partner at such meeting; provided, however, that such action must be in writing and must be signed by such representative to be effective; and provide further, that the Partners shall have received a description of such matter at least 5 Business Days in advance of such meeting.

(d) Members of the Committee shall be entitled to reimbursement from the Partnership for their reasonable travel and other reasonable out-of-pocket expenses in connection with their attendance at meetings of the Committee but shall not be entitled to any fees, remuneration or other reimbursements from the Partnership or any of the Partners. Each member of the Committee and the Partner appointing such Member shall be indemnified by the Partnership to the extent of its assets against any losses, judgments, liabilities, expenses and amounts paid in settlement of any claim against any of them in connection with the Partnership and its affairs, provided that the same were not the result of gross negligence or wilful misconduct on the part of such member of the Committee.

5.3 Consents and Approval by FRES Affiliates. Each FRES Affiliate who is a

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Partner shall be deemed to have approved or consented to any matter requiring the approval of

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each Partner under this Agreement if FEP, in its capacity as the General Partner, has consented to or approved such matter.

5.4 Notice of Service Contracts. The General Partner shall provide notice to each Limited Partner at least 15 Business Days before the Partnership enters into any new service agreement, or any amendment to, modification of, waiver under, or renewal or extension of an existing service contract regardless of whether approval of the Limited Partners is required under Section 5.1, describing in reasonable detail the parties thereto and the terms thereof.

5.5 Limited Liability. No Limited Partner shall be personally liable for any of the debts, liabilities, obligations or contracts of the Partnership, nor shall a Limited Partner be required to lend any funds to the Partnership. The Limited Partner shall not, except as required by the express provisions of the Act regarding repayment of sums wrongfully distributed to the Limited Partner, be required to make any capital contributions to the Partnership.

5.6 No Control. The Limited Partners shall not participate in the management or control of the business of, or transact any business for, the Partnership. The Limited Partners shall have no power to sign for or bind the Partnership. The Limited Partners shall, however, have the Notice and approval rights expressly set forth in this Agreement.

ARTICLE 6

BOOKS; REPORTS; TAX ELECTIONS; ACCOUNTS

6.1 Books and Records. The General Partner shall keep, or cause to be kept, complete, up-to-date and accurate books of account and records of the Partnership. The books of the Partnership shall be kept on the accrual basis of accounting, and shall be maintained on the basis of generally accepted accounting principles consistently applied with prior periods, and all such books and records shall at all times be maintained or made available at the principal business office of the Partnership a current list of the full name and last known business address of each Partner, set forth in alphabetical order, copies of the Partnership’s federal, state and local income tax returns and reports, if any, for the three most recent years, and copies of this Agreement and of any financial statements of the Partnership for the three most recent years, shall be maintained at the principal business office of the Partnership. All records shall be maintained by the General Partner for a period of not less 5 years after the dissolution of the Partnership.

6.2 Required Reports.

(a) Financial Statements and Tax Information. The General Partner shall prepare or cause to be prepared and furnish to each of the Partners:

(i) within 60 days after the end of each fiscal year of the Partnership, a copy of the annual financial statements for such fiscal year accurately reflecting the financial condition of the Partnership and the results of the Partnership’s operations, including balance sheets, statements of changes in Partners’ capital, profit and loss statements and statements of changes in financial position, all prepared in accordance

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with generally accepted accounting principles, consistently applied and certified by the Accountants; and

(ii) within 10 days after the end of each calendar month (other than the last), unaudited balance sheets and profit and loss statements, capital account roll-forward statements and unaudited cash flow statements accurately reflecting the operating results of the Partnership for such calendar month, certified by the General Partner to present fairly, in all material respects, the financial condition of the Partnership at the dates thereof and the results of its operations in the periods covered thereby and to be prepared in accordance with generally accepted accounting principles, consistently applied, and including an analysis of variances from the Budgets required pursuant to Section 7.2, together with information about distributions made to Partners during such month and an update of projected Distributable Cash and distributions to Partners for remainder of the then current fiscal year.

In addition, the General Partner shall prepare or cause to be prepared (i) quarterly estimates of taxable income within thirty (30) days after the end of each calendar quarter, (ii) draft final tax basis year end financial statements and draft K-1’s by May 31 of the following year and detailed supporting schedules of K-1 allocated items reported to the Partners for each scheduled K-1 line item by gross gain and income, separate from items of gross loss and deduction for that calendar quarter, in order to permit the Partners to comment thereon and (iii) final year end tax basis financial statements and K-1’s by August 15 of the following year. Each K-1 line item shall be detailed by calendar quarter with items of gross gain and income separate from items of gross loss and deduction.

All third party and out-of-pocket costs and expenses of compliance with the foregoing provisions of this Section 6.2 shall be borne by the Partnership.

(b) Partner Access to Books and Records. Each Partner shall have the right at all reasonable times during usual business hours to audit, examine and make copies of or extracts from the books and records of the Partnership. Such right may be exercised through any agent or employee of such Partner designated by it or by a certified public accountant designated by such Partner. The Partnership shall bear all reasonable expenses incurred in any examination made for such Partner’s account. Forthwith upon request, the General Partner shall also furnish to the Partners such other information bearing on the financial condition and operations of the Partnership as any Partner may from time to time reasonably propose.

(c) Confidentiality. The Partners and each Former Partner hereby agree to consider as proprietary to the Partnership, keep confidential, and not use or disclose to any third party, any information relating to the Partnership which could, if used or so disclosed, have an adverse impact on the business of the Partnership; provided, however, that any such Person may disclose such information to any other Person and its lawyers, accountants, or agents if such Person is party to a confidentiality agreement which adequately protects the Partnership against disclosures which could adversely affect its business; and provided, further, that any such Person may disclose such information, on an “as needed” basis, (i) to such Person’s lawyers, accountants or agents in connection with the ordinary conduct of such Person’s business affairs or (ii) as required by law or pursuant to regulatory requests; provided, however, that prior to

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complying with such a

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regulatory request such Person shall notify the Partnership as promptly as possible and shall allow the Partnership to oppose such request. Nothing in this Section 6.2(c) shall be construed as prohibiting any Partner from communicating general financial information concerning the operating results of the Partnership to the direct or indirect beneficial owners of interests in such Partner.

6.3 Filing of Returns and Other Writings: Tax Matters Partner.

(a) Tax Matters Partner. The General Partner shall cause the preparation and timely filing of all Partnership tax returns and shall, on behalf of the Partnership timely file all other writings required by any governmental authority having jurisdiction to require such filing. The General Partner shall serve as the “Tax Matters Partner” for purposes of Section 6231 of the Code. The General Partner shall give prompt Notice to each Partner upon receipt of advice that the Internal Revenue Service intends to examine or audit any partnership income tax returns of the Partnership. The Tax Matters Partner shall not, without the consent of all Partners:

(i) agree to extend any statute of limitations with respect to the Partnership under Section 6229 of the Code;

(ii) file a request for administrative adjustment (including a request for substituted return treatment) under Section 6227 of the Code;

(iii) file a petition for judicial review, or any appeal with respect to any judicial determination, under Section 6226 or 6228 of the Code;

(iv) take any action to consent to, or to refuse to consent to, a settlement reflected in a decision of a court; or

(v) enter into any tax settlement agreement affecting the Partnership.

The Tax Matters Partner shall promptly give Notice to the Partners of the commencement of any administrative or judicial proceedings involving the tax treatment of any items of Partnership income, loss, deduction and credit, and shall further keep the Partners fully informed of, and provide each Partner an opportunity to participate fully in, all material developments involved in such proceedings. In addition, the Tax Matters Partner shall give the Partners prompt Notice of, and provide the Partners an opportunity to participate in the preparation of any material submission to the Internal Revenue Service or to any Court in connection with any such proceedings. The Tax Matters Partner shall also give Notice to the Partners of its intention to meet with any representative of the Internal Revenue Service at least 30 days prior to such meeting (or immediately upon arranging such meeting if such meeting is arranged fewer than 30 days prior to such meeting), and shall provide each Partner and its agents, employees and accountants with an opportunity to participate in such meeting (and shall inform any Partner who does not participate in the meeting of the results of the meeting within two Business Days after such meeting). The Tax Matters Partner shall use its best efforts to inform the Partners of the contents of any material communication (oral or written) from or to the Internal Revenue Service within two Business Days of receiving or sending such communication (or on the same day, if any action is required in response to such

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communication within fewer than 30 days of receipt of such communication) and in any event, promptly thereafter.

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(b) Legal Uncertainties. The General Partner shall, and any Limited Partner may, inform the Partners of any material legal issues or uncertainties relating to the preparation of the Partnership’s federal, state and local income tax returns. The General Partner shall submit the relevant alternatives to the Limited Partners and shall prepare the Partnership’s returns in accordance with the treatment approved by all Limited Partners.

(c) Partner Returns. Each Partner shall file tax returns consistent with the tax treatment of the Partnership’s tax returns, which tax treatment shall be established by agreement among all of the Partners prior to the filing of the first required Partnership tax return.

6.4 Fiscal Year. The fiscal year of the Partnership shall end on December 31 of each year.

6.5 Bank Accounts: Investments.

(a) Bank Accounts. The bank accounts of the Partnership shall be maintained in such commercial banks or trust companies organized and existing under the laws of the United States of America or of any state and meeting the requirements referred to in clause (iii) of Section 6.5(b) as the General Partner shall from time to time determine, and withdrawals shall be made only in the regular course of Partnership business on such signature or signatures as the General Partner may from time to time determine; provided, however, that any withdrawal in excess of $100,000 shall require the written approval of each Partner and any withdrawal in excess of $50,000 shall require the signature of two signatories, both of whom may be employees of the Partnership or officers or employees of the Manager. There shall be no commingling of Partnership funds or assets with the funds or assets of any other Person. The General Partner shall notify the Limited Partners of the location of each bank account.

(b) Allowable Investments. The Partnership shall from time to time invest funds not required currently for its operations or for distribution to the Partners in (i) short term marketable direct obligations of the United States of America or any of its agencies, (ii) short term marketable obligations fully guaranteed by the United States of America or any of its agencies, or (iii) overnight demand deposits issued by commercial banks the commercial paper and/or long-term unsecured debt obligations of which are rated not less than “A” by Fitch Investors Service, Inc. and Standard & Poor’s Corporation.

6.6 Insurance. Unless otherwise consented to by each of the Partners, the Partnership will maintain either directly or through FRES the following insurance coverage:

(a) comprehensive general liability insurance, which includes “Broad Form” general liability endorsement and professional liability insurance which provides limits of not less than $1,000,000 in the aggregate and not less than $1,000,000 per occurrence;

(b) automobile insurance liability which includes bodily insurance coverage and physical damage coverage and which provides limits of not less than $10,000 for bodily injury (per person), and $1,000,000 per occurrence single limit; and

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(c) workers’ compensation and employers’ liability insurance which provides limits of not less than the Florida workers’ compensation statutory limits and $500,000 for employer’s liability.

All insurance policies providing the insurance coverage required hereunder shall be issued by nationally recognized and financially sound insurers rated A.M. Best or better. All such insurance afforded by policies maintained by FRES or the Partnership shall apply to the Partnership and its officers, employees, partners and agents and American as additional insureds, shall apply to all acts, incidents and omissions occurring during the period of the Partnership’s existence whether or not any claim relating thereto is made during such period or thereafter and shall apply as primary insurance. Each such insurance policy shall contain a provision providing for 30 days’ prior written notice to each Partner prior to cancellation or material amendment thereof or reduction in coverage thereunder. The Partnership shall give each Partner immediate written notice of the Partnership’s actual notice or awareness of any cancellation, amendment or reduction in such insurance policies.

ARTICLE 7

RIGHTS AND OBLIGATIONS OF GENERAL PARTNER

7.1 Responsibilities and Authority of the General Partner.

(a) Subject in all cases to the express requirements of this Agreement regarding required approvals of and Notice to the Partners, the General Partner shall have full responsibility and complete discretion in the management, supervision and control of the day-to-day business and operations of the Partnership for the purposes herein stated, and shall make all decisions with respect thereto. The General Partner’s obligations are subject to the availability of Partnership funds in sufficient amounts and on a timely basis to discharge its obligations to manage, supervise and control the day-to-day operations of the Partnership. The General Partner shall provide or arrange for such personnel as may be necessary to accomplish the operations and management of the Partnership in accordance with this Agreement. The General Partner shall act at all times in good faith and as a fiduciary for the benefit of the Partnership and in such manner as may be required to promote the best interests of the Partnership.

(b) Subject to the express provisions of this Agreement, the General Partner shall have the authority to execute on behalf of the Partnership such agreements, contracts, instruments and other documents as it shall from time to time approve, such approval to be conclusively evidenced by its execution and delivery of any of the foregoing. The signature of the General Partner on all such agreements, contracts, instruments and documents shall be sufficient to bind the Partnership in respect thereof and conclusively evidence the authority of the General Partner with respect thereto, and no third person need look to the application of funds or authority to act or require joinder or consent of any other party.

(c) Any Person dealing with the Partnership or the General Partner may rely on a certificate signed by the General Partner:

(i) as to who are the Partners hereunder; 

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(ii) as to the existence or nonexistence of any fact or facts which constitute conditions precedent to acts by the General Partner or are in any other manner germane to the affairs of the Partnership;

(iii) as to who is authorized to execute and deliver any instrument or document on behalf of the Partnership;

(iv) as to the authenticity of any copy of this Agreement and amendments hereto; or

(v) as to any act or failure to act by the Partnership or as to any other matter whatsoever involving the Partnership.

Any Person relying upon this Section 7.1(c) shall be informed of the provisions of Section 5.1(a) and the other provisions of this Agreement, which contain certain limits on the authority of the General Partner to bind the Partnership or to do, or cause to be done, certain acts.

7.2 Budget. Attached as Exhibit B hereto is a budget (the “Budget”) representing the Partnership’s operating budget for the remaining two fiscal quarters of the fiscal year ending December 31, 1996 containing detailed descriptions of Partnership expenses for such fiscal quarters (including specific descriptions and amounts of operating expenses, capital expenditures, expenses to be incurred under the Management Agreement, the Advisory Agreement and Section 7.4 and borrowings), a reasonable provision for contingent or unforeseen expenditures and reasonable reserves for Partnership expenses. Within 30 days after the end of each calendar quarter commencing with the quarter ending September 30, 1996, the General Partner shall prepare and submit an update to the Budget to the Partners for their approval pursuant to Sections 5.1(a) that includes an operating budget for the Partnership for the remainder of the fiscal year, containing detailed descriptions of Partnership expenses for such fiscal periods (including specific descriptions and amounts of operating expenses, capital expenditures and expenses to be incurred under the Management agreement, the Advisory Agreement and Section 7.4 and borrowings), a reasonable provision for contingent or unforeseen expenditures and reasonable reserves for Partnership expenses. By September 1 of each fiscal year of the Partnership, commencing with September 1, 1996, the General Partner shall prepare and submit an update to the Budget to the Partners for their approval pursuant to Section 5.1(a) that includes an operating budget for the Partnership for the next fiscal year, containing detailed descriptions of Partnership expenses for such fiscal year (including specific descriptions and amounts of operating expenses, capital expenditures and expenses to be incurred under the Management Agreement, the Advisory Agreement and Section 7.4 and borrowings), a reasonable provision for contingent or unforeseen expenditures and reasonable reserves for Partnership expenses. Until each Partner has approved a revised and updated Budget, pursuant to Section 5.1(a), the Partnership shall be operated in accordance with the then existing Budget.

7.3 Management Agreement. In addition to the responsibilities and rights of the General Partner to service and manage the Partnership as set forth in this Agreement, the Partnership shall enter into an agreement (the “Management Agreement”) with Dolphin Dynamics,

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Inc., a Florida corporation (the “Manager”), to perform the services set forth in the Management Agreement attached hereto as Exhibit C.

7.4 Reimbursement. The Partnership shall from time to time reimburse the General Partner for its reasonable out-of-pocket expenditures incurred in connection with the performance of its duties hereunder which are reflected in the Budget. It is expressly agreed that all reimbursement of expenses pursuant to this Section 7.4 shall be subject to the Budget required under Section 5.1 and shall not include any expenses reimbursed or reimbursable or fees paid or payable pursuant to the Management Agreement required to be paid by the Manager pursuant to the Management Agreement.

7.5 Removal of the General Partner.

(a) If:

(i) Any FRES Affiliate has taken any action or omitted to take any action and such conduct constitutes fraud, gross negligence or material wilful misconduct that is injurious to the Partnership or that is reasonably likely to be injurious to the Partnership if such conduct was to become publicly known;

(ii) Any FRES Affiliate has materially violated this Agreement and such violation shall not have been rectified or cured to the reasonable satisfaction of AMRM within 30 days after AMRM gives Notice of such violation to such FRES Affiliate containing reasonably specific details of such violation and describing necessary corrective action, if possible, to rectify or cure such violation;

(iii) The Manager has materially violated the Management Agreement and such violation shall not have been rectified or cured to the reasonable satisfaction of AMRM within 30 days after AMRM gives Notice of such violation to the Manager containing reasonably specific details of such violation and describing necessary corrective action, if possible, to rectify or cure such violation; or

(iv) a majority of the beneficial or record ownership in FEP, Dolphin or the Manager ceases to be owned by at least two of the Principals or two or more of the Principals cease to devote substantially all of their time to the business of the Manager, in each case for any reason and AMRM is not entitled to exercise the Call Option pursuant to Sections 7.5(b). For purposes of this Section 7.5(a)(iv), beneficial and record ownership of FEP, Dolphin or the Manager by a trust, corporation or partnership, all of the equity and voting interest in which are owned beneficially and of record by a Principal, shall be deemed to be beneficial and record ownership by such Principal.

AMRM shall have the right to:

(A)appoint any Affiliated Person of AMRM as the successor General Partner who may, on behalf of the Partnership, terminate the Manager as manager of the Partnership and may retain any Affiliated Person of AMRM as manager of the Partnership provided that the terms or conditions relating to the

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responsibilities, obligations and compensation of such manager are substantially the same as those set forth in the Management Agreement, as in effect immediately prior to the termination of the Manager; or

(B)with the consent of all Limited Partners, appoint any other Person as the successor General Partner and retain any Person as a manager of the Partnership;

in each case effective upon the giving of Notice to the General Partner and the Manager.

(b) If, at any time after one of the Principals dies or has ceased for a period of at least six months to devote substantially all of his time to the business of the Manager due to illness or physical or mental disability, any other Principal dies or has ceased for a period of at least six months to devote substantially all of his time to the business of the Manager due to illness or physical or mental disability, then AMRM may request that FEP be removed as the General Partner and the Manager be terminated as the Manager of the Partnership effective upon the appointment of a successor General Partner appointed as provided in this Section 7.5(b). If AMRM requests that FEP be removed as the General Partner and the Manager be terminated, the Limited Partners shall attempt in good faith to agree upon a mutually acceptable arrangement for the management of the Partnership (including the possibility of a successor General Partner and a new manager to the Partnership). If the Limited Partners are unable to agree on a mutually acceptable arrangement for the management of the Partnership within the 30-day period after such request is made by AMRM, AMRM may exercise the Call Option within the 45-day period following such 30-day period pursuant to clause (e) of Section 11.1.

(c) With the prior written approval of each Limited Partner the General Partner shall be removed as the general partner, and a successor General Partner appointed, effective upon the giving of Notice to the General Partner, if:

(i) the General Partner or any of its Affiliated Persons has taken any action or omitted to take any action and such conduct constitutes fraud, gross negligence or material wilful misconduct that is injurious to the Partnership or that is reasonably likely to be injurious to the Partnership if such conduct were to become publicly known; or

(ii) the General Partner has materially violated this Agreement and such violation shall not have been rectified or cured to the satisfaction of each Limited Partner within 30 days after notice thereof has been given to the General Partner containing reasonably specific details of such violation and describing necessary corrective action, if possible, to rectify or cure such violation.

(d) Upon the appointment of a successor General Partner and the removal of a General Partner pursuant to this Section 7.5, the successor General Partner shall be admitted as a Partner to the Partnership and this Agreement shall be amended to the extent necessary to reflect such appointment and admission and removal and a certificate of amendment to the Certificate shall be filed in accordance with the Act. The General Partner agrees to execute and deliver such

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further instruments and do such further acts and things as may be required to carry out the intent of this Section 7.5, including without limitation effectuating the admission to the Partnership of any successor General Partner appointed hereunder, but the failure to do so shall not influence the effectiveness of the removal of such General Partner or the admission of such successor General Partner. Any person who shall become an additional or successor general partner of the Partnership in accordance with this Agreement is hereby expressly authorized and directed to continue the business of the Partnership, subject to the terms and conditions of this Agreement.

(e) If AMRM requests that FEP be removed as the General Partner and appoints an Affiliated Person of AMRM as a successor General Partner, AMRM shall transfer a portion of its capital account to such new General Partner so that after giving effect thereto such new General Partner will have a Percentage Interest of 1% and FEP’s interest as a General Partner will be converted into a limited partnership interest hereunder. In all other instances, a General Partner that is removed as a General Partner pursuant to this Section 7.5 shall assign all of its right, title and interest in and to the Partnership to the successor General Partner appointed pursuant to Section 7.5.

ARTICLE 8

CERTAIN COVENANTS OF THE PARTNERS

8.1 FRES Affiliates

(a) FEP, and each other FRES Affiliate party hereto, agrees that:

(i) no FRES Affiliate will at any time any FRES Affiliate is a Partner, directly or indirectly:

(A)establish, enter into, be employed by or for, advise, consult with or become an owner or part of, or provide financing to, any Person, other than the Partnership, that provides or engages in the business of any Prohibited Service anywhere in the United States;

(B)other than FEP in its capacity as the General Partner and the Manager in its capacity as the Manager under the Management Agreement, in any way provide or engage in the business (for itself or himself or for any other Person whether as a shareholder, owner, partner, joint venturer, manager, independent contractor, consultant, advisor, representative or otherwise) of providing any Prohibited Service anywhere in the United States; or

(C)otherwise compete with the Partnership;

provided, however, that notwithstanding the provisions of clauses (A) and (B) of this paragraph (i): (1) each of FEP and Dolphin may be a Partner; (2) each of the Principals may be an officer and director and a stockholder of any Partner and of FRES, provided such Partner and FRES are not in violation of the provisions of this Section 8.1; and (3) each of the Principals may be an officer and a director

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and a stockholder of the Manager, provided that the Manager does not engage in any activity or business other than providing management services to the Partnership pursuant to the Management Agreement and activities and businesses permitted by the Management Agreement and is not in violation of the provisions of this Section 8.1; and (4) FRES may continue to engage in its Rescue Program until such program and the assets related thereto are transferred pursuant to Section 10.4 of the Contribution Agreement; and

(ii) no FRES Affiliate will at any time any during the Restricted Period, directly or indirectly:

(A)establish, enter into, be employed by or for, advise, consult with or become an owner or part of or provide financing to, any Person that provides or engages in the business of any Prohibited Service anywhere in the Restricted Area;

(B)in any way provide or engage in the business (for itself or himself or for any other Person whether as a shareholder, owner, partner, joint venturer, manager, independent contractor, consultant, advisor, representative or otherwise) of providing any Prohibited Service anywhere in the Restricted Area; or

(C)otherwise compete with the Partnership, or its successors or assigns, in any business or activity in which the Partnership was engaged at such time as the last FRES Affiliate ceased to be a Partner of the Partnership;

provided, however, that each of the Participants may be employed by, or otherwise engaged by or affiliated with any Person if the total annual revenues of such Person (including the revenues of its subsidiaries and affiliates) arising out of providing Competitive Services and providing and managing ambulance services is less than 10% of the total annual revenues of such Person (including the revenues of its subsidiaries and affiliates), provided that such Principal is not involved, directly or indirectly, in any Prohibited Service other than on an incidental basis.

(iii) no FRES Affiliate will at any time any FRES Affiliate is a Partner, and no FRES Affiliate will at time during the Restricted Period solicit for hire any Person who is employed by the Partnership or any of its successors or assigns or any Person who is employed by the Manager who becomes an employee of the Partnership, any Affiliated Person of the Partnership or any of their respective successor or assigns;

(iv)    no FRES Affiliate will:

(A)at any time any FRES Affiliate is a Partner, hire any Person who is employed by the Partnership; and

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(B)at any time during the one year period following the first date on which no FRES Affiliate is a Partner (regardless of the reasons why no FRES Affiliate is a Partner) hire any Person who has a written employment agreement with the Partnership or any of its Affiliated Persons or any their respective successors or assigns, provided, however, that during such one year period any FRES Affiliate may hire any such Person who, after FEP ceases to be the General Partner, (1) has been terminated without cause by the Partnership, any Affiliated Person of the Partnership or any of their respective successors or assigns or (2) has ceased to be an employee of the Partnership in connection with any relocation of the principal headquarters of the Partnership from Mount Dora, Florida.

(v) no FRES Affiliate will:

(A)at any time any FRES Affiliate is a Partner, knowingly call upon any Person who is a customer or potential customer of the Partnership, other than on behalf of the Partnership; and

(B)thereafter, knowingly call upon any Person, which has been identified to FEP as of the Option Closing Date as a customer or potential customer of the Partnership, for the purpose of providing any service competitive to any service provided by the Partnership other than (1) any such potential customer who has not become a customer of the Partnership during the Restricted Period and (2) any such Person who at that time is not and has not been within the six months prior to such time a customer of the Partnership; and

(vi) other than on behalf of the Partnership, (A) at any time any FRES Affiliate is a Partner, no FRES Affiliate will call upon any Person who is or has been a potential acquisition candidate of the Partnership and (B) during the Restricted Period, no FRES Affiliate will at any time call upon any acquisition candidate of the Partnership who was either called upon by any FRES Affiliate while any FRES Affiliate was a Partner or for which any FRES Affiliate made an acquisition analysis for the Partnership.

If a closing of the Put Option or the Call Option does not occur pursuant to Section 11 and the Partnership is dissolved either pursuant to the mutual agreement of Dolphin, AMRM and the General Partner or pursuant to clause (iii) of Section 12.1, then the provisions of clauses (ii)-(vi) of Section 8.1(a) shall cease to apply following the date of such dissolution of the Partnership.

Ownership of not more than one percent of the capital stock of a competing business, whose stock is traded on a national securities exchange or over-the-counter shall not, in and of itself, constitute a violation of this Section 8.1.

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Because of the difficulty of measuring economic losses to the Partnership and the Partners who are not FRES Affiliates as a result of the breach of any of the foregoing covenants, and because of the immediate and irreparable damage that would be caused to the Partnership and the Partners who are not FRES Affiliates for which they may have no other adequate remedy, each FRES Affiliate agree that, in the event of a breach by it of any of the covenants set forth in this Section 8.1(a), the Partnership and each Partner who is not FRES Affiliate may, at its option, in addition to obtaining any other remedy or relief available to them (including without limitation damages at law), enforce the provisions of this Section 8.1(a) by injunction and other equitable relief.

(b) The covenants in Section 8.1(a) are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. In the event any court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth in Section 8.1(a) are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which the court deems reasonable, and the provisions of Section 8.1(a) shall thereby be reformed.

(c) The time periods described in Section 8.1(a) shall be computed by excluding any time during which any FRES Affiliate is in violation of any provision of Section 8.1(a) and any time during which there is pending in any court of competent jurisdiction any action (including any appeal from any judgment) brought by any person, whether or not a party to this Agreement, in which action the Partnership or any other Partner seeks to enforce the covenants contained in Section 8.1(a) or in which any person contests the validity or enforceability of any such covenant or seeks to avoid the performance or enforcement of any such covenant.

(d) The provisions of this Section 8.1 shall inure to the benefit and shall be enforceable by the Partnership and its successors and assigns and any Partner who is not an FRES Affiliate and its successors and assigns.

8.2 AMRM.

(a) American, AMRM and other subsidiaries of American are engaged in and have interests in, and in the future may engage in and have interests in other business ventures of every kind and description, independently or with others, including ventures that are competitive with the Partnership, without having or incurring any obligation to offer to the Partnership or any other Partner any interest or opportunity to participate in such venture, except as otherwise provided in Section 8.2(b). Neither the Partnership nor the other Partners shall have any rights in or to such venture or the income or profits therefrom.

(b) During the period from the date hereof until the earlier of (i) the Option Closing Date, (ii) the date of dissolution of the Partnership pursuant to the mutual agreement of Dolphin, the General Partner and AMRM and (iii) the date of dissolution of the Partnership pursuant to clause (iii) of Section 12.1, neither American, nor AMRM nor any other subsidiary of American:

(A) will enter into any agreement to provide Competitive Services without first offering the Partnership the opportunity to provide such Competitive Services through the Partnership; provided, however, that neither American nor

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AMRM nor any other subsidiary of American shall be required to offer the Partnership the opportunity to provide Competitive Services to any hospital with which it has a relationship pursuant to which it provides substantial management or transport services as of the date hereof or to provide Competitive Services provided by any Person or business acquired by American, AMRM or other subsidiary of American after the date hereof if such Competitive Services do not represent substantially all of the business acquired in connection with such acquisition; or

(B) acquire any other Person, or the business of any other Person, which is engaged primarily in the business of providing Competitive Services if the General Partner has first identified, and entered into substantive negotiations with respect to, such acquisition without first offering the Partnership the opportunity to make such acquisition.

If American, AMRM, or any other subsidiary of American is required by this Section 8.2(b) to offer the Partnership the opportunity to provide Competitive Services to a hospital or to make an acquisition, such Person shall give to the General Partner a Notice describing the Competitive Services it proposes to offer or, in the case of a proposed acquisition, the opportunity to make an offer to make such acquisition. The General Partner shall have the right for a period of 15 Business Days after the date on which the Notice is given to provide Notice to American and AMRM in that the Partnership is interested in providing such Competitive Services or in making such acquisition. If the General Partner provides Notice to American and AMRM that the Partnership is interested in providing such services or making an offer for such acquisition, American shall provide reasonable assistance to the Partnership in making a proposal to provide such Competitive Services or in making such offer in the case of an acquisition and shall use reasonable efforts to encourage such hospital or the other party to the acquisition to accept the Partnership’s proposal. If the General Partner indicates that the Partnership is not interested in providing such services or making such acquisitions or fails to respond within the 15 Business Day period described above or if such hospital is not willing to permit the Partnership to provide such Competitive Services or the other party to such proposed acquisition does not accept the Partnership’s proposal then American, AMRM and any other subsidiary of American may provide Competitive Services to such hospital or proceed with such acquisition as substantially the same terms and conditions presented to the General Partner.

(c) Neither American nor AMRM nor any other subsidiary of American will at any time both (i) AMRM or any other subsidiary of American is a Partner and (ii) any FRES Affiliate is a Partner, (A) solicit for hire, or hire any Person who is employed by the Partnership and who is listed on Schedule 8.2, as updated by FEP from time to time by Notice to AMRM, without the prior written consent of FEP or (B) knowingly call upon any Person which at that time is, or within the six-month period prior to that time has been, a customer of the Partnership for the purpose of providing Competitive Services within 100 miles of any area in which the Partnership provides Competitive Services.

(d) Because of the difficulty of measuring economic losses to the Partnership as a result of the breach by American, AMRM and any other subsidiary of American of any of the foregoing covenants of this Section 8.2, and because of the immediate and irreparable damage

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that would be caused to the Partnership for which it may have no other adequate remedy, the Partnership may, at its option, in addition to obtaining any other remedy or relief available to it (including without limitation damages at law), enforce the provisions of this Section 8.2 by injunction and other equitable relief.

8.3 No Dissolution. Without the consent of all of the Partners, no Partner shall take any actions, or permit any actions within its control to be taken, that would cause the dissolution of the Partnership pursuant to the Act.

8.4 No Resignation. No Partner shall have the right to resign as a Partner of the Partnership and no Partner shall have the right to demand a return of capital.

8.5 Withdrawal. Except upon transfer of the FRES Affiliate Interest or upon a transfer permitted under Section 10.1 in the Partnership and the admission of transferees as a substitute Partner in compliance with Article 11, no Partner shall have the right to withdraw from the Partnership except with the approval of all of the Partners.

ARTICLE 9

LIABILITY AND INDEMNIFICATION

9.1 Liability of the General Partner. Except to the extent otherwise provided by applicable law or as set forth in the Contribution Agreement or the Management Agreement neither the General Partner nor any of its Affiliated Persons shall have any liability to the Partnership or to any Limited Partner for any loss suffered by the Partnership which arises out of any action or inaction of such Partner or its Affiliated Persons, if (a) such course of conduct did not constitute fraud, gross negligence or wilful misconduct of such Person and (b) such course of conduct did not constitute a material violation of this Agreement. Notwithstanding any provision in this Agreement to the contrary, no FRES Affiliate shall have any obligation or duty, as a general partner of the Partnership or otherwise, to notify any Partner that any facts or circumstances may give rise to a claim by the Partnership against any FRES Affiliate under the Contribution Agreement; provided, however, that (i) the foregoing provisions of this sentence shall not relieve or excuse FEP from its obligations to maintain and provide information to the Partners as expressly required by this Agreement and (ii) if AMRM identifies a claim of the Partnership against any FRES Affiliate, FEP, as the general partner of the Partnership, shall take such action in the name of and on behalf of the Partnership as may be reasonably requested by AMRM, without the consent of any other Partner of the Partnership.

9.2 Indemnification.

(a) To the fullest extent permitted by applicable law, the General Partner and its Affiliated Persons shall be indemnified by the Partnership (out of Partnership assets only) for any loss, damage or claim by reason of any act or omission performed or omitted by it on behalf of the Partnership in a manner reasonably believed to be within the scope of the authority conferred on it by this Agreement, except that no such Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by it by reason of gross negligence or wilful misconduct

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with respect to such acts or omissions or in respect of any loss, damage or claim resulting from a material violation of this Agreement by the General Partner.

(b) To the fullest extent permitted by applicable law, the Limited Partners shall be indemnified by the General Partner for any loss, damage or claim incurred by it by reason of either the General Partner’s gross negligence or willful misconduct or resulting from material violation of this Agreement by the General Partner.

ARTICLE 10

TRANSFERS OF PARTNERSHIP INTERESTS

10.1 General Limitations. Other than pursuant to Article 11, no Partner shall sell, transfer, pledge or otherwise encumber its interest in the Partnership, or in the assets or profits therefrom, without the prior approval of each other Partner, which approval any Partner may withhold in its discretion for any reason. Each Partner shall take appropriate steps to insure that the shareholders of, or other holders of equity interest in, such Partner shall not suffer or permit any transfer of or encumbrance upon their shares of stock or other equity interests in such Partner, without the prior approval of each other Partner, which approval any Partner may withhold in its sole discretion for any reason. Notwithstanding the foregoing provisions of this Section 10.1, (i) any interest in the Partnership or portion thereof and any interest in any Partner may be pledged to secure indebtedness to bona fide creditors incurred by American or any of its Affiliated Persons and nothing in this Section 10.1 shall prohibit any such pledgee from realizing on such pledge or any Person from transferring such interest in connection therewith or subsequent to such realization, (ii) any interest in the Partnership or portion thereof may be transferred to American or any Affiliated Person of American and (iii) subject to Section 7.5 and Section 7.6(b) of the Contribution Agreement, any of the FRES Participants may sell, transfer or pledge (or agree to sell, transfer or pledge) its shares in FRES and FEP and its partnership interest in Dolphin to any other Principal or Entity wholly owned by one or more Principals. References to “AMRM” herein shall be deemed to be references to any permitted transferee of AMRM or its permitted transferees transference.

10.2 Right of First Refusal. If any Limited Partner (a “Selling Partner”) proposes to sell or otherwise transfer its interest in the Partnership or the assets or profits therefrom (the “Offered Interest”) other than pursuant to Article 11, the Selling Partner shall first offer to the other Limited Partner the right to purchase the Offered Interest as follows:

(a) The Selling Partner shall give written notice (the “Offer Notice”) to the other Limited Partner, which notice shall include a copy of a bona fide offer to purchase the Offered Interest from a bona fide purchaser specifying the complete terms and conditions of such proposed purchase (the “Offered Terms”), the name and address of the proposed purchaser (the “Proposed Purchaser”) and evidence that the Proposed Purchaser has the financial ability to consummate the proposed purchase on the Offered Terms, a written offer by the Selling Partner to sell the Offered Interest to the other Limited Partner, or its designee, on the Offered Terms, and a date and time for closing the sale to the other Limited Partner, or its designee, if such offer is accepted by it, which date shall not be fewer

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than 60 nor more than 75 days from the date the Offer Notice is given.

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(b) Within 30 days after the Selling Partner gives such notice, the other Limited Partner shall notify the Selling Partner whether it, or its designee, will purchase the Offered Interest on the Offered Terms.

(c) If the other Limited Partner or its designee accepts such offer within such 30-day period, the closing of the sale of the Offered Interest by the Selling Partner to the other Limited Partner, or its designee, if any, shall take place at the offices of the Partnership at the time designed in the Offer Notice.

(d) Subject to the requirement set forth in Section 10.1 of approval by each Partner for a sale of any interest in the Partnership, if the other Limited Partner notifies the Selling Partner that neither it nor its designee will accept such offer or if the other Limited Partner fails to respond within such 30-day period, the Selling Partner may proceed to sell the Offered Interest on, and in strict accordance with, the Offered Terms to the Proposed Purchaser within the 60-day period following after the termination of the 30-day period specified above. Notification to the Selling Partner that a Limited Partner will not accept any such offer and failure by any Limited Partner to respond within such 30-day period shall not be construed or deemed to be a consent or approval to transfer or sale of any interest in the Partnership.

10.3 Obligations and Rights of Transferees and Assignee. Any Person who acquires in any manner whatsoever the Partnership interest (or any part thereof) of any Partner in the Partnership, irrespective of whether such Person has accepted and assumed in writing the terms and provisions of this Agreement, shall be deemed, by acceptance of the benefit of the acquisition thereof, to have agreed to be subject to and bound by all of the obligations of this Agreement, with the same force and effect as any predecessor in interest in the Partnership, shall have only such rights as are provided in this Agreement, and, without limiting the generality of the foregoing, such Person shall not have the value of his interest separately ascertained or receive the value of such interest, or, in lieu thereof, profits attributable to any right in the Partnership, except as set forth in this Agreement.

10.4 Non-Recognition of Certain Transfers. Notwithstanding any other provision of this Agreement, any transfer, sale, alienation, assignment, encumbrance or other disposition in contravention of any of the provisions of this Agreement shall be void and ineffective, and shall not bind, or be recognized by, the Partnership.

10.5 Required Amendments: Continuation. If and to the extent any transfer of an interest in the Partnership is permitted hereunder, this Agreement shall be amended to reflect the admission to the Partnership of the transferee Partner and the elimination of the transferor Partner.

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ARTICLE 11

CALL/PUT OPTIONS

11.1 Call Option. Each of FEP and Dolphin hereby grants an irrevocable option (the “Call Option”) to AMRM, or its designee or designees, to purchase all of the interests of FEP and Dolphin in the Partnership (collectively, the “FRES Affiliates Interest”):

(a) at any time during the period July 1, 2001 through December 31, 2006;

(b) at any time prior to July 1, 2001 that American, AMRM or any other subsidiary of American elects not to comply with the provisions of Section 8.2(b);

(c) at any time prior to July 1, 2001 after FEP ceases to be a Partner in violation of this

(d) at any time prior to July 1, 2001, if:

(i) any FRES Affiliate has materially violated this Agreement or the Management Agreement and such violation has not been rectified or cured to the reasonable satisfaction of AMRM within 30 days after Notice thereof has been given by AMRM to such FRES Affiliate containing reasonably specific details of such violation and describing necessary corrective action, if possible to rectify or cure such violation; or

(ii) any FRES Affiliate has materially violated the Contribution Agreement (other than a violation that is reasonably being contested by such FRES Affiliate) and such violation has not been rectified or cured to the reasonable satisfaction of AMRM within 30 days after Notice thereof has been given by AMRM to such FRES Affiliate containing reasonably specific details of such violation and describing necessary corrective action, if possible to rectify or cure such violation.

(e) at any time prior to July 1, 2001, pursuant to Section 7.5(b).

The Call Option may be exercised by delivery of Notice (the “Call Notice”) to FEP stating that AMRM or its designee has elected to exercise the Call Option. Within the 30 day period to the date on which AMRM exercises the Call Option, AMRM may conduct a due diligence investigation of the Partnership and in connection therewith the General Partner shall, upon request of AMRM, in addition to the information and access required to be provided to AMRM pursuant to Section 6.2(b), afford to AMRM and its representatives access to all properties, sites, books and records of the Partnership and such other information as AMRM may reasonably request and will cooperate with AMRM and its representatives in AMRM’s due diligence investigation of the Partnership and its business. FEP and Dolphin and all of the direct and indirect, beneficial and record owners of interests in Dolphin and FEP (unless otherwise consented to by AMRM) will execute and deliver to AMRM, or its designee or designees, a Representation Agreement in substantially the form of Exhibit D (the “Representation Agreement”) within 15 days following the request of AMRM, which request may be made prior to the commencement of AMRM’s due diligence investigation of the Partnership, and, immediately prior to the delivery of the

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Call Notice, such Persons shall, at the request of

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AMRM, execute and deliver to AMRM, a certificate to the effect that the representations and warranties set forth in the Representation Agreement are true and correct as of the date of such Representation Agreement and as of the date of the Call Notice as though made on and as of such date unless otherwise noted in such certificate.

11.2 Put Option. AMRM hereby grants an irrevocable option (the “Put Option”) to Dolphin and FEP to sell to AMRM, or its designee or designees, the FRES Affiliates Interest at the Option Price exercisable:

(a) at any time during the period October 1, 2001 through December 31, 2006;

(b) if a Change of Control has occurred prior to September 1, 2001, within the 30-day period following such Change of Control;

(c) at any time prior to October 1, 2001:

(i) if AMRM or any Affiliated Person of AMRM appointed by AMRM as a successor General Partner pursuant to Section 7.5 has materially violated this Agreement, American or any of its subsidiaries shall have materially violated Section 8.2 or any Affiliated Person of AMRM appointed as a manager of the Partnership pursuant to Section 7.5 has materially violated any management agreement between such Affiliated Person of AMRM and the Partnership entered into pursuant to Section 7.5, in each case which violation has not been rectified or cured to the reasonable satisfaction of FEP within 30 days after Notice thereof by FEP to AMRM containing reasonably specific details of such violation and describing necessary corrective action, if possible to rectify or cure such violation, then within the 60 day period following such 30 day period, provided that no material violation by American, AMRM or any other subsidiary of American of Section 8.2 shall be deemed to be a material violation of this Agreement if AMRM, or its designee, elects to exercise the Call Option;

(ii) if AMRM or American has materially violated the Contribution Agreement, other than a violation that is reasonably being contested by AMRM or American, and such violation has not been rectified or cured to the reasonable satisfaction of FEP within 30 days after Notice thereof by FEP to AMRM containing reasonably specific details of such violation and describing necessary corrective action, if possible to rectify or cure such violation, then within the 60 day period following such 30 day period; or

(iii) within the 60 day period following the first date on which all of the outstanding capital stock of AMRM ceases to be owned, directly or indirectly, by American or by any other Person who owns such capital stock as a result of any pledge thereof not prohibited by Section 10.1.

The Put Option shall be exercised by delivery of a Notice (the “Put Notice”) to AMRM stating that FEP and Dolphin have elected to exercise the Put Option. Contemporaneously with the delivery of the Put Notice, the FRES Participants shall execute and deliver to AMRM the Representation Agreement. Within the 30 day period following the receipt by AMRM of the Put

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Notice, AMRM may conduct a due diligence investigation of the Partnership and in connection therewith the General Partner shall, upon request of AMRM, in addition to the information and access required to be provided to AMRM pursuant to Section 6.2(b), afford to AMRM and its representatives access to all properties, sites, books and records of the Partnership and such other information as AMRM may reasonably request and will cooperate with AMRM and its representatives in AMRM’s due diligence investigation of the Partnership and its business.

11.3 Determination of Measured Earnings. Within 10 Business Days after the date of the Call Notice or the Put Notice, as the case may be, the General Partner shall furnish to AMRM (and if FEP is not the General Partner, Dolphin) a statement setting forth the calculation Measured Earnings for the Measurement Period. If AMRM (or Dolphin, if FEP is not the General Partner) disputes the calculation of Measured Earnings for the Measurement Period as reflected in such statement, such Person shall have the right to request that the Accountants audit the financial results of the Partnership for the Measurement Period and determine Measured Earnings, by giving Notice to the other Partners within 10 Business Days after receipt of such statement. The General Partner shall cause the Accountants to audit such financial results and determine Measured Earnings within 20 Business Days from the receipt of any such Notice. AMRM, FEP and Dolphin shall be bound by the Accountants’ determination of Measured Earnings. If the determination of Measured Earnings by the Accountants differs materially from the calculation of Measured Earnings as initially furnished by the General Partner the fees and expenses of the Accountants shall be paid by the Persons who did not dispute the calculation of Measured Earnings and otherwise shall be paid by the Persons who disputed the calculation of Measured Earnings.

11.4 Closing.

(a) The closing of the sale of the FRES Affiliates Interest pursuant to Sections 11.1 or 11.2 shall take place 45 Business Days from the date the Call Notice or the Put Notice is given, as the case may be (or if such date is not a Business Day, the next succeeding Business Day), (but not before any waiting period under the HSR Act applicable to the consummation of the transactions contemplated by this Article 11 shall have expired or been terminated and the date of the determination of Measured Earnings pursuant to Section 11.3) (the “Option Closing Date”), at 10:00 a.m. (local time) at the principal office of the Partnership, or at such other time and location as Dolphin and AMRM may mutually determine. At the closing, (i) Dolphin and FEP and all of the direct and indirect, beneficial and record owners of interests in Dolphin and FEP (unless otherwise consented to by AMRM) shall execute and deliver to AMRM, or its designee or designees, a Transfer Agreement in the form of Exhibit E (the “Transfer Agreement”) and (ii) AMRM shall pay to Dolphin and FRES an aggregate amount equal to the Option Price, in cash by wire transfer or other immediately available funds.

(b) AMRM or its designee or designees shall not be required to purchase the FRES Affiliates Interest pursuant to the exercise of the Call Option after the Call Option has been exercised if : (i) there has been a Material Adverse Change after the date of the Call Notice (other than a Material Adverse Change caused by an event specified in Sections 11.2(b) or (c)); (ii) any representation or warranty set forth in the Representation Agreement, the certificate delivered pursuant to Section 11.1 or the Transfer Agreement is not true and correct or cannot be made; (iii) if any FRES Affiliate has materially violated any material

54

provision of this

55

Agreement, the Management Agreement or the Contribution Agreement, and such violation is not rectified or cured to the reasonable satisfaction of AMRM within 30 days after notice thereof to such FRES Affiliate containing reasonably specific details of such violation and describing necessary corrective action, if possible to rectify or cure such violation; (iv) if any FRES Affiliate has not obtained any consent or approval under any agreement, or other instrument to which it or the Partnership is a party or is otherwise subject or with respect to any license, permit or certificate of need, in each case which would prohibit the consummation of the transactions contemplated by this Article 11 or the continuation of the business of the Partnership after such purchase, or which would be subject to cancellation, termination or acceleration, (except for such failure to obtain consents or approvals that would not, individually or in the aggregate, have a material adverse effect on the business, assets, financial condition or results of operations of the Partnership) or under which the Partnership would suffer the loss of any material right or benefit or the imposition of any material penalties or other remedies as a result of such purchase or the continuation of the business after such purchase; or (v) Dolphin and FEP fail to deliver on or prior to the Option Closing Date to American and AMRM and its designee or designees an opinion of counsel satisfactory to AMRM in substantially the form of Exhibit F in form and substance satisfactory to AMRM.

(c) AMRM or its designee or designees shall not be required to purchase the FRES Affiliates Interest pursuant to the exercise of the Put Option after the Put Option has been exercised if: (i) there has been a Material Adverse Change before, on or after the date of the Put Notice (other than a Material Adverse Change caused by an event specified in Sections 11.2(b) or (c)); (ii) any representation or warranty set forth in the Representation Agreement or the Transfer Agreement is not true and correct or cannot be made; (iii) if any FRES Affiliate has materially violated any material provision of this Agreement, the Management Agreement or the Contribution Agreement, and such violation is not rectified or cured to the reasonable satisfaction of AMRM within 30 days after notice thereof to such FRES Affiliate containing reasonably specific details of such violation and describing necessary corrective action, if possible to rectify or cure such violation; (iv) if any FRES Affiliate has not obtained any consent or approval under any agreement, or other instrument to which it or the Partnership is a party or is otherwise subject or with respect to any license, permit or certificate of need, in each case which would prohibit the consummation of the transactions contemplated by this Article 11 or the continuation of the business of the Partnership after such purchase, or which would be subject to cancellation, termination or acceleration, (except for such failure to obtain consents or approvals that would not, individually or in the aggregate, have a material adverse effect on the business, assets, financial condition or results of operation of the Partnership) or under which the Partnership would suffer the loss of any material right or benefit or the imposition of any material penalties or other remedies as a result of such purchase or the continuation of the business after such purchase; or (v) Dolphin and FEP fail to deliver on or prior to the Option Closing Date to American and AMRM and its designee or designees an opinion of counsel reasonably satisfactory to AMRM, in substantially the form of Exhibit F in form and substance reasonably satisfactory to AMRM.

(d) No Person shall be required to consummate the transactions contemplated by this Article 11 if : (i) any waiting period applicable to the consummation of the transactions contemplated by this Article 11 has not expired or been terminated; or (ii) any temporary restraining order, preliminary or permanent

56

injunction or other order issued by any court or other

57

legal restraint prohibiting the consummation of the transactions contemplated by this Article 11 shall be in effect or any proceeding seeking any of the foregoing shall be pending or the consummation of the transactions contemplated by this Article 11 shall be illegal under any action, statute, rule, regulation or order.

(e) Any Person who is to acquire a limited partnership interest in the Partnership pursuant to this Article 11 shall be admitted as a substitute limited partner to the Partnership and the transferor of such interest shall withdraw as a Partner and, effective upon such withdrawal, the transferor shall not have any interest in the Partnership or any profits or assets of the Partnership and the Partners hereby consent to such admission and withdrawal. Any Person who is to acquire a general partnership interest in the Partnership pursuant to this Article 11 shall be admitted as a general partner of the Partnership and immediately thereafter the transferor of such interest shall withdraw as a Partner and, effective upon such withdrawal, the transferor shall not have any interest in the Partnership or any profits or assets of the Partnership and the Partners hereby consent to such admission and withdrawal. Each FRES Affiliate agrees that it will execute, and will causes its stockholders or other holders of equity interests in it, to execute and deliver such additional documents and instruments as may be reasonably necessary to effect the sale of the FRES Affiliates Interest and its withdrawal as a Partner of the Partnership as contemplated by this Article 11.

(f) Each FRES Affiliate and AMRM will use its reasonable efforts to obtain prior to the Option Closing Date, all consents and approvals under any agreement, or other instrument to which it or the Partnership is a party or is otherwise subject and with respect to any license, permit or certificate of need, in each case which would prohibit the purchase of the FRES Affiliates Interest contemplated hereby or the continuation of the business of the Partnership after such purchase, which would be subject to cancellation, termination or acceleration, or under which the Partnership would suffer the loss of any right or benefit or the imposition of any penalties or other remedies on the Partnership as a result of such purchase or the continuation of the business of the Partnership after such purchase. If any such consent or approval is not obtained, and AMRM elects to purchase the FRES Affiliates Interest, at the request of AMRM Dolphin and FEP will assign, on the Option Closing Date, all of their right to the profits and losses and distributions from the Partnership to AMRM, or its designee, the Transfer Agreement shall be modified to describe such transaction, and Dolphin and FEP shall continue as Partners of the Partnership until such consent or approval is obtained, at which time they shall withdraw as a Partner. To the fullest extent permitted by applicable law, the Partnership shall indemnify FEP for any action or omission taken by it as General Partner upon the written instructions of AMRM, or its designee, after such interest in such profits and losses and distributions are assigned to AMRM or such designee.

(g) On or before the Option Closing Date, FEP, Dolphin, the Partnership and AMRM will use their reasonable efforts to have each FRES Affiliate released from any personal guarantee of indebtedness for money borrowed by the Partnership and in the event that such release is not obtained with respect to any Principal, AMRM and the Partnership will indemnify such FRES Affiliate from all losses, damages, claims and actions on account of such guarantee.

11.5 Transferees. For purposes of this Article 11, if all or any portion of

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the interest of the Dolphin or FEP has been transferred in accordance with the terms of this Agreement prior to

59

the exercise of the Call Option or the Put Option, references to Dolphin or FEP, as the case may be, shall be deemed to include all transferees of such interest or portion thereof.

ARTICLE 12

TERMINATION

12.1 Events of Dissolution/Reconstitution.

(a) The Partnership shall be dissolved and its affairs wound up upon the occurrence of any of the following events:

(i)a decision of all of the Partners to dissolve the Partnership;

(ii)the General Partner ceases for any reason under the Act to be a general partner of the Partnership, including without limitation as result of any event specified in Section 17-402(a)(4) of the Act, unless (A) at the time there is at least one other General Partner of the Partnership (including any successor General Partner appointed pursuant to Section 7.5) in which or case the business of the Partnership shall be continued by the remaining General Partners(s) or (B) within 90 days after the occurrence of such withdrawal at least a majority in interest of the remaining Partners agree in writing to continue the business of the Partnership and to the appointment, effective as of the date of such withdrawal of one or more additional general partners; and

(iii)at 12:00 midnight on the date of termination specified in Section 2.4.

Nothing contained in this Section 12.1 is intended to exonerate the General Partner from liability to the Partnership or the other Partners if it voluntarily dissolves the Partnership or for any other violation of this Agreement.

(b) Dissolution of the Partnership shall be effective on the day on which the event occurs giving rise to the dissolution, but the Partnership shall not terminate until the assets of the Partnership shall have been distributed as provided herein and a certificate of cancellation shall have been filed with the Secretary of State of Delaware.

12.2 Application of Assets. In the event of dissolution the Partnership shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Partnership in an orderly manner), and the assets of the Partnership shall be applied in the manner and in the order of priority set forth in Section 4.9(b). 

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ARTICLE 13

MISCELLANEOUS

13.1 Notices.

(a) Any and all notices, consents, approvals, offers, elections and other communications required or permitted under this Agreement (“Notice”) shall be in writing and shall be deemed to be given in writing (including telex, telecopy or similar transmission) addressed as provided below (or at such other address as the addressee shall have specified by notice actually received by the addressor) and if either (a) actually delivered in fully legible form, to such address (evidenced in the case of a telex by receipt of the correct answerback) or (b) in the case of a letter, five days shall have elapsed after the same shall have been deposited in the United States mails, with first-class postage prepaid and registered or certified.

If to the General Partner or Dolphin, to it

141 Waterman Avenue

Mount Dora, Florida 32757

Attn: Seth Ellis

with a copy to:

Cox & Smith

112 East Pecan Street, Suite 1800

San Antonio, Texas 78205

Attn: Steven A. Elder

If to AMRM, to

American Medical Response Management, Inc.

c/o American Medical Response, Inc.

2821 South Parker Road

Aurora, Colorado 80014

Attn: Chief Financial Officer

with copies to:

American Medical Response, Inc.

2821 South Parker Road

Aurora, Colorado 80014

Attn: General Counsel

Ropes & Gray

One International Place

Boston, Massachusetts 02110

Attn: Ann L. Milner, Esq. 

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13.2 Word Meanings. The words such as “herein”, “hereinafter”, “hereof” and “hereunder” refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires. The singular shall include the plural and the masculine gender shall include the feminine and neuter, and vice versa, unless the context otherwise requires.

13.3 Execution of Papers.

(a) The Partners agree to execute such instruments, documents, and papers as the General Partner deems necessary or appropriate to carry out the intent of this Agreement.

(b) Each Partner, including each additional or substitute Partner, by the execution of this Agreement or by agreeing in writing to be bound by the provisions of this Agreement, irrevocably constitutes and appoints the General Partner or any Person designated by the General Partner to act on its behalf for purposes of this Section 13.3 its true and lawful attorney-in-fact with full power and authority in its name, place, and stead to execute, acknowledge, deliver, swear to, file, and record at the appropriate public offices such documents as may be necessary or appropriate to carry out the provisions of this Agreement, including all certificates and other instruments, and any amendment thereof, that the General Partner deems appropriate to qualify or continue the Partnership as a registered limited liability partnership under the Act or in any jurisdiction in which the Partnership may conduct such business or in which such qualification or continuation is, in the opinion of the General Partner, necessary to protect the limited liability of the Partners. The appointment by each Partner of the General Partner as its attorney-in-fact shall be deemed to be a power coupled with an interest, in recognition of the fact that each of the Partners under this Agreement will be relying upon the power of the General Partner to act as contemplated by this Agreement in any filing and other action by it on behalf of the Partnership, and shall survive the bankruptcy or dissolution of any Partner giving such power and the transfer or assignment of all or any part of such Partner’s interests; provided, however, that in the event of a transfer by a Partner of all of its interest, the power of attorney given by the transferor shall survive such assignment only until such time as the Assignee shall have been admitted to the Partnership as a Partner and all required documents and instruments shall have been duly executed, filed, and recorded to effect such admission.

13.4 Recovery of Litigation Costs. If any legal action or other proceeding is brought for the enforcement of this Agreement or because of an alleged dispute or breach of any of the provisions of this Agreement, the prevailing party shall be entitled to recover from the other party reasonable attorneys’ fees and other costs incurred in that action or proceeding in addition to any other relief to which they may be entitled.

13.5 Binding Provisions. The covenants and agreements contained herein shall be binding upon, and inure to the benefit of, the heirs, legal representatives, successors and assigns of the respective parties hereto.

13.6 Applicable Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Delaware. In the event of a conflict between any provision of this Agreement and any non-mandatory provision of the Act, the provision of this Agreement shall control and take precedence. 

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13.7 Separability of Provisions. Each provision of this Agreement shall be considered and separable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

13.8 Section Titles. Section titles are for descriptive purposes only and shall not control or alter the meaning of this Agreement as set forth in the text.

13.9 Further Assurances. The Partners shall execute and deliver such further instruments and do such further acts and things as may be required to carry out the intent and purposes of this Agreement.

13.10 Entire Agreement. This Agreement and the schedules and exhibits attached constitute the entire agreement between the parties hereto with respect to the transactions contemplated herein, and supersede all prior understandings or agreements between the parties.

13.11 Waiver. The failure by any party hereto to insist upon or to enforce any of its rights shall not constitute a waiver thereof, and nothing shall constitute a waiver of such party’s right to insist upon strict compliance with the provisions hereof. No delay in exercising any right, power or remedy created hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or remedy by any such party preclude any other or future exercise thereof or the exercise of any other right, power or remedy. No waiver by any party hereto to any breach of or default in any term or condition of this Agreement shall constitute a waiver of or assent to any succeeding breach of or default in the same or any other term or condition hereof. Each party hereto may waive the benefit of any provision or condition for its benefit contained in this Agreement, but only if such waiver is evidenced by a writing signed by such party.

13.12 Amendment. This Agreement shall not be amended without the prior written consent of all the Partners.

13.13 Agreement in Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be considered an original and shall constitute one and the same Agreement, binding upon all of the parties hereto.

13.14 Time of the Essence. Time is of the essence with respect to this Agreement.

13.15 Venue. Each party submits to the jurisdiction of any state or federal court sitting in the State of Florida, in any action or proceeding for the enforcement of this Agreement or relating to an alleged dispute or breach of any of the provisions of this Agreement and agrees not to bring any action or proceeding for the enforcement of this Agreement or relating to an alleged dispute or breach of any of the provisions of this Agreement in any other state or federal court other than a state or federal court sitting in Orange County, Florida; provided, however, that any party may bring any such action or proceeding in any state or federal court sitting in the State of Florida if such action may not be brought in or properly heard by a state or federal court sitting in Orange County, Florida. Each party waives to the extent not

63

prohibited by applicable law in any such action or proceeding brought in any of the above-named courts any claim that it is not 

64

subject personally to the jurisdiction of such court, that the suit or proceeding is brought in an inconvenient forum or that the venue of such proceeding is improper. Each party consents to service of process in any such proceeding in any manner permitted by the laws of the State of Florida and agrees that service of process by registered or certified mail, return receipt requested, at its address specified in or pursuant to Section 13.1 is reasonably calculated to give actual notice.

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IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be executed by a duly authorized officer as of the 24th day of July, 1996.

GENERAL PARTNER:
FLORIDA EMERGENCY PARTNERS, INC.
By	/s/ Seth Ellis
Name:
Title:
AMERICAN MEDICAL RESPONSE MANAGEMENT, INC.
By	/s/ David Bingaman
Name:
Title:
DOLPHIN LEASING, LTD.
By	Florida Regional Emergency Services, Inc., General Partner
By	/s/ Seth Ellis
Name:
Title:

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EXHIBIT A

ADVISORY AGREEMENT

THIS ADVISORY AGREEMENT (this “Agreement”) is made as of the 24th day of July 1996, by and between American Medical Response of Colorado, Inc., a Delaware corporation (the “Advisor”) and Regional Emergency Services, L.P., a Delaware limited partnership (the “Partnership”).

WITNESSETH

WHEREAS, the Partnership provides management and related services to hospital-based ambulance services; and

WHEREAS, the Advisor has certain expertise in providing ambulance services; and

WHEREAS, the Partnership wishes to retain Advisor to perform certain advisory services for the Partnership, on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and promises of the parties hereto, it is mutually agreed as follows:

1.Engagement. The Partnership hereby retains the Advisor, and the Advisor hereby agrees to be retained by the Partnership to provide the services to the Partnership described in Section 2 upon the terms and conditions and for the compensation set forth herein.

2.Advisory Services. From time to time, at the reasonable request of the Partnership, the Advisor will consult with the partnership in the areas of strategic planning and marketing.

3.Compensation.

a.  Advisory Fee. As full compensation for the services to be rendered hereunder pursuant to Section 2, the Advisor shall be entitled to receive an advisory fee (the “Advisory Fee”) from the Partnership at the annual rate of $200,000 multiplied, in the case of years ending after December 1997, by the Inflation Adjustment; provided, however, that the Advisory Fee for the calendar year ending December 31, 1996 shall be calculated as of the term of this Agreement commenced on July 1, 1996. The “Inflation Adjustment” for any year shall be equal to the fraction the numerator of which is the revised Bureau of Labor Statistics Consumer Price Index for all Items and Major Group Figures for All Urban Consumers, U.S. City Average (1982-84=100) (the “Index”) for December of the preceding year and the denominator of which is the Index for June 1996. If the Inflation Adjustment or another amount cannot be calculated when a monthly payment fee is due, an estimated fee shall be paid and an appropriate adjusting payment shall be made as soon as such adjustment can be calculated. Appropriate modification to the Inflation Adjustment shall be made if the Index shall cease to be updated as of the end of each calendar year. The Advisory Fee for the calendar year ending December 31, 1996 shall be pro rated according to the number of days from July 1, 1996 to the end of such calendar year and such Advisory Fee for the last calendar year of the Advisor’s term as a Advisor hereunder to be pro rated according to the number of days from the beginning of

67

such calendar year to the

68

termination of the Advisor hereunder. The Advisory Fee shall be payable to the Advisor monthly in arrears, within 10 days after the end of each month.

b.  Expenses. In addition to the Advisory Fee, the Partnership shall reimburse the Advisor for its reasonable out-of-pocket expenses incurred by the Advisor in connection with the provision by the Advisor of the services pursuant to Section 2, to the extent such expenses are contained in the Budget of the Partnership or approved by each Partner of the Partnership pursuant to the Partnership Agreement.

4.Term. Unless sooner terminated pursuant to Section 5, the Advisor’s term as Advisor hereunder shall commence upon the execution of this Agreement and shall terminate upon the termination and winding-up of the Partnership.

5.Termination. The Partnership may terminate the Advisor as Advisor hereunder for any one or more of the following reasons:

a.  the Advisor has taken any action or omitted to take any action if such course of conduct constitutes fraud, gross negligence or material wilful misconduct that is injurious to the Partnership or that is reasonably likely to be injurious to the Partnership if such conduct was to become publicly known;

b.  the Advisor has materially violated this Agreement and such violation shall not have been rectified or cured to the reasonable satisfaction of the Partnership within 30 days after the Partnership gives notice of such violation to the Advisor containing reasonably specific details of such violation and describing necessary corrective action, if possible, to rectify or cure such violation;

c.  the Advisor shall file a voluntary petition in bankruptcy or insolvency or a petition for reorganization under any bankruptcy law;

d.  the Advisor shall consent to any involuntary petition in bankruptcy or fail to vacate within 90 days from the date of entry thereof any order approving an involuntary petition; and

e.  an order, judgment or decree is entered by any court of competent jurisdiction, adjudicating the Advisor a bankrupt or insolvent or approving a petition seeking reorganization or appointment of a receiver, trustee, or liquidator of all or a substantial part of the Advisor’s assets.

Upon termination of the Advisor as Advisor hereunder, the Advisor shall immediately be entitled to receive payment of all amounts theretofore unpaid which had been earned and due to the Advisor up to the date of termination pursuant to the terms hereof.

6.Notices. All notices, demands or communications required or permitted hereunder shall be in writing. Any notice, demand or other communication given under this Agreement shall be deemed to be given if given in writing (including telex, telecopy or similar transmission) addressed as provided below (or at such other address as the addressee shall have specified by notice actually received by the addressor) and if either (a) actually

69

delivered in fully legible form, to such address (evidenced in the case of a telex by receipt of the correct answer back) or (b) in the case of a letter, five days shall have elapsed after the same shall have been deposited in the United States mails, with first-class postage prepaid and registered or certified.

If to the Partnership, addressed to at:

141 Waterman Avenue

Mount Dora, Florida 32757

with a copy to:

Cox & Smith

112 East Pecan Street

Suite 1800

San Antonio, Texas 78205

Attention: Steven A. Elder

If to the Advisor, to it at:

2821 South Parker Road, Suite 1000

Aurora, Colorado 80014

Attention: President

with copies to:

American Medical Response, Inc.

2821 South Parker Road, Suite 1000

Aurora, Colorado 80014

Attention: General Counsel

Ropes & Gray

One International Place

Boston, Massachusetts 02110-2624

Attention: Ann L. Milner, Esq.

7.Assignment. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns; provided, however, that neither the Partnership nor the Advisor may assign this Agreement or delegate any of its duties or responsibilities hereunder.

8.Indemnification. To the fullest extent permitted by applicable law, the Partnership shall indemnify the Advisor and its employees (out of Partnership assets only) for any loss, damage or claim incurred by the Advisor or such employee by reason of any act or omission performed or omitted by it or him on behalf of the Partnership in connection with the Advisor’s authorized duties hereunder, except that neither the Advisor nor any of its employees shall be entitled to be indemnified in respect of any loss, damage or claim

70

incurred by it or him by reason of gross negligence or wilful misconduct with respect to such acts or omissions or in respect of any loss, damage or claim resulting from a material violation of this Agreement. To the fullest extent permitted by applicable law, the Advisor shall indemnify the Partnership for any loss, damage or claim incurred by the Partnership by reason of any act or omission performed or omitted by the Advisor or any of its employees which includes gross negligence or wilful misconduct and in respect of any loss, damage or claim resulting from a material violation of this Agreement by the Advisor or any of its employees.

9.Confidentiality. The Advisor hereby agrees to consider as proprietary to the Partnership, keep confidential, and not use or disclose to any third party, any information relating to the Partnership which could, if used or so disclosed, have an adverse impact on the business of the Partnership; provided, however, that the Advisor may disclose such information to any person or entity and its lawyers, accountants, or agents if such person or entity is party to a confidentiality agreement which adequately protects the Partnership against disclosures which could adversely affect its business; and provided, further, that the Advisor may disclose such information, on an “as needed” basis, (i) to the Advisor’s lawyers, accountants or agents in connection with the ordinary conduct of the Advisor’s business affairs or (ii) as required by law or pursuant to regulatory requests; provided, however, that prior to complying with such a regulatory request the Advisor shall notify the Partnership as promptly as possible and shall allow the Partnership to oppose such request.

10.Other Activities. The Advisor is engaged in and has interests in, and in the future may engage in and have interest in business ventures of any kind and description, independently or with others, including ventures that are competitive with the Partnership, without having or incurring any obligation to offer to the Partnership or any other Partner any interest or opportunity to participate in such venture, except as otherwise provided in Section 8.2 of the Amended and Restated Agreement of Limited Partnership of the Partnership dated as of July 24, 1996. Neither the Partnership nor any Partner shall have any rights in or to such venture or the income or profits therefrom.

11.Modification. Neither this Agreement nor any provision hereof shall be amended or modified (or deemed amended or modified), except upon written approval of the Advisor and the Partnership; provided, however, that the Partnership shall not grant any such approval except as contemplated by Section 5.1 of the Partnership Agreement.

12.Governing Law. All matters affecting the interpretation of this Agreement and the rights of the parties hereto shall be governed by the laws of the State of Florida.

13.No Waivers, Etc. No waivers, express or implied, by either party of any breach of any of the covenants, agreements or duties hereunder of the other party shall be deemed to be a waiver of any other breach thereof or the waiver of any other covenant, agreement or duty.

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14.Entire Understanding. This Agreement supersedes all oral and written agreements heretofore made relating to the subject matter hereof and constitutes the entire agreement of the parties with respect to the subject matter hereof.

AMERICAN MEDICAL RESPONSE OF COLORADO, INC.
By	/s/ David Bingaman
Name:
Title:
REGIONAL EMERGENCY SERVICES, L.P.
By:	FLORIDA REGIONAL PARTNERS, INC., General Partner
By	/s/ Seth D. Ellis
Name:
Title:

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Exhibit B

Partnership

1996 Budget

		Annual		July – Dec 96
	Revenues:
	Management Contracts	6,517,444		3,258,722
	Equipment Lease Income	1,166,556		583,278
	Vo-Tech Education Revenue	86,970		45,000
	Other Education	110,000		40,335
	Employee Management Fees	20,448		10,224
	Interest Income	27,360		13,680
	Gain/Loss on Sale of Equipment	(3,761	)	889
	Miscellaneous Income	5,952		2,976
	Total Revenues	7,930,969		3,955,104
#	Expenses:
10	General - FL	423,776		208,965
11	General - TX	41,720		20,860
19	Field Ops - TX	253,912		126,956
20	Field Ops - FL	210,498		88,955
23	Education - FL	202,000		101,000
25	MIS	295,141		145,000
26	Education - San Antonio	53,668		26,834
27	Education - Texas City	14,000		7,109
28	Business Development	153,087		47,004
40	Support Services	150,468		85,295
48	Administration - AMR	159,790		159,790
49	Administration - TX	379,133		125,709
50	Administration - FL	140,864		69,816
51	Dolphin Admin	650,787		285,000
52	Public Relations	79,523		35,000
55	Legal Services	56,385		21,560
70	Business Office	1,004,644		510,000
72	Accounting	381,200		218,300
80	Human Resources	163,971		98,167
81	Employee Benefits	123,854		61,927
95	Depreciation/Amortization	392,878		196,439
	Total Expenses	5,331,298		2,639,685
	Projected Net Income	2,599,671		1,315,419

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EXHIBIT C

MANAGEMENT AGREEMENT

THIS MANAGEMENT AGREEMENT (this “Agreement”) is made as of the 24th day of July, 1996, by and between Dolphin Dynamics, Inc., a Florida corporation (the “Manager”) and Regional Emergency Services, L.P., a Delaware limited partnership (the “Partnership”).

WITNESSETH

WHEREAS, the Partnership was formed for the purpose of providing management and related services to hospital-based ambulance services; and

WHEREAS, pursuant to the Contribution and Sale Agreement dated as of July 24, 1996, among Florida Regional Emergency Services, Inc., a Florida corporation (“FRES”), Dolphin Leasing, Limited, a Texas limited partnership, the Partnership, American Medical Response, Inc., American Medical Response Management, Inc., a Delaware corporation (“AMRM”), and Florida Emergency Partners, Inc., a Florida corporation (the “General Partner”) and Zebulon Osborne, Seth Ellis and William Compton (collectively, the “Principals”), FRES and Dolphin contributed certain assets to the Partnership; and

WHEREAS, pursuant to the laws of the State of Delaware and the Amended and Restated Agreement of Limited Partnership of the Partnership (the “Partnership Agreement”), the General Partner has the authority and fiduciary responsibility to manage and control the business and properties of the Partnership; and

WHEREAS, the Manager and the General Partner are affiliates of one another, the Manager and the General Partner being owned by the Principals; and

WHEREAS, the Manager, through the Principals, who are officers, directors and employees of the Manager, possesses certain experience and expertise in providing management and related services to hospital-based ambulance services; and

WHEREAS, the Partnership wishes to retain the Manager to perform certain management and administrative services (“Management Services”) for the Partnership, on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and promises of the parties hereto, it is mutually agreed as follows:

1.  Definitions. Terms defined in the Partnership Agreement and not otherwise defined herein are used herein with the meanings so defined.

2.  Engagement. The Partnership hereby retains the Manager, and the Manager hereby agrees to be retained by the Partnership, as a manager to the Partnership, to provide Management Services to the Partnership upon the terms and conditions and for the compensation set forth herein.

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3.  Maintenance of Control. The Partnership shall be and remain the owner and holder of all licenses, contracts and certificates and shall be the party to all third party contracts for management and related services.

4.  Management Services. The Manager will provide advisory, consultative and other services to the Partnership designed to achieve the purposes of the Partnership and, subject to the direction and control of the General Partner, will perform the day-to-day administrative operations of the Partnership and supervise the business and affairs of the Partnership, including without limitation the following:

(a)  The Manager shall identify and assist the Partnership in recruiting qualified employees of the Partnership. The selection, continued service and termination of employees of the Partnership shall be the responsibility of the Partnership. The Manager will assist the Partnership with annual employee evaluations.

(b)  The Manager will provide consultation and support for business office operations. The Manager also will assist the Partnership in the selection of outside contractors for such services if additional consultation or services are requested by the Partnership.

(c)  The Manager will assist in developing the Partnership’s markets with the approval of the Partnership. The Manager will support the Partnership in acquisitions, joint ventures and other transaction structuring issues.

(d)  The Manager will assist the Partnership in preparing the Budgets.

(e)  The Manager will assist the Partnership in the negotiation and administration of the Partnership’s third party management and related contracts.

(f)  The Manager will assist the Partnership with strategic market direction.

(g)  The Manager will provide such other services to the Partnership as may be reasonably requested by the Partnership.

5.  Compensation; Expenses.

(a)  Management Fee. As full compensation for the Management Services to be rendered hereunder, Manager shall be entitled to receive from the Partnership a management fee (the “Management Fee”) at the annual rate of $507,600 multiplied, in the case of years ending after December 31, 1997, by the Inflation Adjustment; provided, however, that the Management Fee for the calendar year ending December, 1996 shall be calculated as if the term of this Agreement commenced on July 1, 1996.

The “Inflation Adjustment” for any year shall be equal to the fraction the numerator of which is the revised Bureau of Labor Statistics Consumer Price Index for all Items and Major Group Figures for All Urban Consumers, U.S. City Average (1982-84=100) (the “Index”) for December of the preceding year and the denominator of which is the Index for June, 1996. If the Inflation Adjustment or another amount cannot be calculated when a monthly payment fee is due, an estimated fee shall be paid and an appropriate adjusting payment shall be made

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as soon

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as such adjustment can be calculated. Appropriate modification to the Inflation Adjustment shall be made if the Index shall cease to be updated as of the end of each calendar year.

The Management Fee for the calendar year ending December 31, 1996 shall be pro rated according to the number of days from July 1, 1996 to the end of such calendar year and such Management Fee for the last calendar year of the Manager’s term as a Manager hereunder to be pro rated according to the number of days from the beginning of such calendar year to the termination of the Manager hereunder. The Management Fee shall be payable to the Manager monthly in arrears, within 10 days after the end of each month.

As soon as reasonably possible, the Partnership will develop and initiate an incentive profit sharing plan similar to other plans provided by American Medical Response, Inc. to employees of its subsidiaries.

(b)  Expenses. In addition to the Management Fee, the Partnership shall reimburse Manager for its reasonable out-of-pocket expenses incurred by the Manager in connection with the provision by the Manager of the Management Services pursuant to this Agreement, to the extent such expenses are contained in the Budget of the Partnership or approved by each Partner of the Partnership pursuant to the Partnership Agreement.

6.  Term. Unless sooner terminated pursuant to Section 7, the Manager’s term as Manager hereunder shall commence upon the execution of this Agreement and shall terminate upon the termination and winding-up of the Partnership.

7.  Termination.

(a)  The Manager shall be automatically terminated as manager hereunder upon termination of the Manager pursuant to Section 7.5(a) or (b) of the Partnership Agreement;

(b)  AMRM may cause the Partnership to terminate the Manager as manager hereunder, effective upon written notice to the Manager from AMRM, for any one or more of the following reasons:

(i) the closing of the sale of the FRES Affiliates Interest in the Partnership shall have occurred pursuant to Section 11 of the Partnership Agreement;

(ii) the Manager shall file a voluntary petition in bankruptcy or insolvency or a petition for reorganization under any bankruptcy law;

(iii) the Manager shall consent to any involuntary petition in bankruptcy or fail to vacate within 90 days from the date of entry thereof any order approving an involuntary petition;

(iv) an order, judgment or decree is entered by any court of competent jurisdiction, adjudicating the Manager a bankrupt or insolvent or approving a petition seeking reorganization or appointment of a receiver, trustee, or liquidator of all or a substantial part of the Manager’s assets; and

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(v) FEP has been terminated as the General Partner pursuant to Section 7.5 of the Partnership Agreement.

(c) The Manager may terminate the Manager as manager hereunder effective upon notice to the Partnership at any time after FEP has been terminated as the General Partner pursuant to Section 7.5 of the Partnership Agreement or if the closing of the sale of the FRES Affiliates Interest in the Partnership shall have occurred pursuant to Section 11 of the Partnership Agreement.

In no event shall the Manager be terminated by the Partnership as manager hereunder without the prior written consent of AMRM.

Upon termination of the Manager as Manager hereunder, that Manager shall immediately be entitled to receive payment of all amounts theretofore unpaid which had been earned and due to Manager up to the date of termination pursuant to the terms hereof.

8.  Benefits. During the Manager’s term as manager hereunder (but only as long as the Manager and its affiliates in one aggregate (directly or through attribution), own at least 50% of the interests in the Partnership), the Partnership will allow each Principal as long as he is employed by the Manager, to participate in the employee benefit plans of the Partnership generally made available to employees of the Partnership upon the same terms that such employees participate in such benefit plans, subject to applicable law and the terms of the Partnership’s benefit plans.

9.  Notices. All notices, demands or communications required or permitted hereunder shall be in writing. Any notice, demand or other communication given under this Agreement shall be deemed to be given if given in writing (including telex, telecopy or similar transmission) addressed as provided below (or at such other address as the addressee shall have specified by notice actually received by the addressor) and if either (a) actually delivered in fully legible form, to such address (evidenced in the case of a telex by receipt of the correct answer back) or (b) in the case of a letter, five days shall have elapsed after the same shall have been deposited in the United States mails, with first-class postage prepaid and registered or certified.

If to the Manager, addressed to at:

141 Waterman Avenue

Mount Dora, Florida 32757

with a copy to:

Cox & Smith

112 East Pecan Street

Suite 1800

San Antonio, Texas 78205

Attention: Steven A. Elder

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If to the Partnership, to it at:

141 Waterman Avenue

Mount Dora, Florida 32757

with copies to:

American Medical Response Management, Inc.

c/o American Medical Response, Inc.

2821 South Parker Road, Suite 1000

Aurora, Colorado 80014

Attention: General Counsel

with a copy to:

Ropes & Gray

One International Place

Boston, Massachusetts 02110-2624

Attention: Ann L. Milner, Esq.

10.  Assignment. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns; provided, however the Manager may not assign this Agreement or delegate any of its duties or responsibilities hereunder.

11.  Indemnification. To the fullest extent permitted by applicable law, the Partnership shall indemnify the Manager and its employees’ (out of Partnership assets only) for any loss, damage or claim incurred by the Manager or such employee by reason of any act or omission performed or omitted by it or him on behalf of the Partnership in connection with the Manager’s authorized duties hereunder, in a tanner reasonably believed to be within the scope of the authority conferred on the manager under this Agreement, except that neither the Manager nor any of its employees shall be entitled to be indemnified in respect of any loss, damage or claim incurred by it or him by reason of gross negligence or willful misconduct with respect to such acts or omissions or in respect of any loss, damage or claim resulting from a material violation of this Agreement. To the fullest extent permitted by applicable law, the Manager shall indemnify the Partnership for any loss, damage or claim incurred by the Partnership by reason of any act or omission performed or omitted by the Manager or any of its employees which includes gross negligence or willful misconduct and in respect of any loss, damage or claim resulting from a material violation of this Agreement by the Manager or any of its employees.

12.  Confidentiality of Records. The Manager hereby agrees to consider as proprietary to the Partnership, keep confidential, and not use or disclose to any third party, any information relating to the Partnership which could, if used or so disclosed, have an adverse impact on the business of the Partnership; provided, however, that the Manager may disclose such information to any person or entity and its lawyers, accountants, or agents if such person or entity is party to a confidentiality agreement which adequately protects the Partnership against disclosures which could adversely affect its business; and provided, further, that the Manager may disclose such information, on an “as needed” basis, (i) td the Manager’s lawyers, accountants or agents in

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connection with the ordinary conduct of the Manager’s business affairs or (ii) as required by law or pursuant to regulatory requests; provided, however, that prior to complying with such a regulatory request the Manager shall notify the Partnership as promptly as possible and shall allow the Partnership to oppose such request.

13.  Other Activities: Noncompete. During its term as Manager hereunder, the Manager shall devote all of its time to its duties hereunder and shall not engage in any other activity; provided, however, the Manager shall be permitted to provide management services to Waterman Health Care Systems, Inc. (“WHCS”) and Lake Care Systems, Inc. (“LCS”) as described in that certain Management Agreement, dated September 30, 1992, effective October 1, 1992, by and among WHCS, LCS and Manager, which has expired but the Manager continues to provide services on a month to month basis.

14.  Modification. Neither this Agreement nor any provision hereof shall be amended or modified (or deemed amended or modified), except upon written approval of the Manager and the Partnership; provided, however, that the Partnership shall not grant any such approval except as contemplated by Section 5.1 of the Partnership Agreement.

15.  Governing Law. All matters affecting the interpretation of this Agreement and the rights of the parties hereto shall be governed by the laws of the State of Florida.

16.  No Waivers, Etc. No waivers, express or implied, by either party of any breach of any of the covenants, agreements or duties hereunder of the other party shall be deemed to be a waiver of any other breach thereof or the waiver of any other covenant, agreement or duty.

17.  Entire Understanding. This Agreement supersedes all oral and written agreements heretofore made relating to the subject matter hereof and constitutes the entire agreement of the parties with respect to the subject matter hereof.

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IN WITNESS WHEREOF the parties hereunto have executed this Agreement, as of the day and year first above written.

DOLPHIN DYNAMICS, INC.
By	/s/ Seth D. Ellis
Name:
Title:
REGIONAL EMERGENCY SERVICES, L.P.
By:	Florida Emergency Partners, Inc., General Partner
By	/s/ Seth D. Ellis
Name:
Title:

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EXHIBIT D

REPRESENTATION AGREEMENT

THIS REPRESENTATION AGREEMENT (the “Agreement”) is made as of                     ,         , among American Medical Response, Inc., a Delaware corporation or its successor in interest (“American”), [American Medical Response Management, Inc., a Delaware corporation](1), Dolphin Leasing, Ltd., a Texas limited partnership (“Dolphin”), Florida Emergency Partners, Inc., a Texas corporation (“FEP” and collectively with Dolphin, the “Transferors”), and [ ](2) (collectively, the “Principals” and together the Transferors, the “FRES Participants”).

RECITALS

WHEREAS, the Principals are the beneficial and record owners of all of the outstanding capital stock of each of FRES and FEP and the only partners of Dolphin;

WHEREAS, Regional Emergency Services, L.P. (the “Partnership”) is a limited partnership organized under Chapter 17 of Title 6 of the Delaware Code Annotated [and FEP is a general partner of the Partnership](3) and Dolphin is a limited partner of the Partnership; and

WHEREAS, in connection with the exercise and closing of the Put Option (as defined in the Partnership Agreement referred to below), or the Call Option (as defined in such Partnership Agreement) as the case may be, the FRES Participants are required to make certain representations and warranties upon which the American Partner will be relying in conducting due diligence investigation of the Partnership and in determining whether to exercise the Call Option (as so defined) and whether there has been a Material Adverse Change (as defined in such Partnership Agreement).

NOW, THEREFORE, in consideration of the premises and of the mutual agreements, representations, warranties, provisions and covenants herein contained, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:

(1)If American Medical Response Management, Inc. transfers its interest in the Partnership, insert instead name of transferee.

(2)Insert names of all direct and indirect, beneficial and record owners of FEP and Dolphin.

(3)To be modified if FEP is not a general partner of the Partnership to describe FEP’s interest in the Partnership.

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AGREEMENT

1.DEFINITIONS.

As used in this Agreement, the terms defined below shall have the respective meanings hereinafter specified:

“Agreement”: as defined in the introductory paragraph.

“American”: as defined in the introductory paragraph.

“American Participants”: means American and the American Partner.

“American Partner”: as defined in the introductory paragraph.

“CERCLA”: means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended.

“Contract”: means an agreement or contract to which the Partnership is a party, or by which it or any of its assets is subject or bound, including without limitation, a lease pursuant to which the Partnership leases its assets to any other Person.

“Dolphin”: as defined in the introductory paragraph.

“Entity”: means any general partnership, limited partnership, corporation, joint venture, limited liability company, trust, business trust, cooperative, association, county, political subdivision or other governmental authority.

“Environmental Law”: means any federal, state or local law, statute or regulation, or any judgment, decree, order, arbitration award, or any license or permit issued by any federal, state or local governmental authority relating to occupational health and safety or pollution or protection of the environment.

“ERISA”: means the Employee Retirement Income Security Act of 1974, as amended.

“FEP”: as defined in the introductory paragraph.

“FRES Participants”: as defined in the introductory paragraph.

“Lease”: means a lease for real or personal property to which the Partnership is a party or to which it or any of its assets is subject or bound.

“Manager”: as defined in the Partnership Agreement.

“Material Adverse Effect”: means with respect to any Person, any effect, change or circumstance that individually, or when taken together with all other such changes, effects or circumstances, has been or is reasonably likely to be materially adverse to its business, assets, condition (financial or otherwise) or results of operations of such Person.

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“Option Closing Date”: as defined in the Partnership Agreement.

“Partnership”: as defined in the introductory paragraph.

“Partnership Agreement: means the Amended and Restated Agreement of Limited Partnership of the Partnership dated as of July 24, 1996, as from time to time in effect.

“Person”: means any individual or Entity, and the heirs, executors, administrators, legal representatives, successors and assigns of such individual or Entity where the context so admits.

“Principals”: as defined in the introductory paragraph.

“RCRA”: means the Resource Conservation and Recovery Act of 1976, as amended.

“Transfer Agreement”: as defined in the Partnership Agreement.

“Transaction Document”: means this Agreement, the Transfer Agreement and, if applicable, the certificate referred to in the last paragraph of Section 11.1(a) of the Partnership Agreement.

“Transferees”: as defined in the Transfer Agreement.

“Transferors”: as defined in the introductory paragraph.

2.REPRESENTATIONS AND WARRANTIES OF THE FRES PARTICIPANTS

The FRES Participants jointly and severally make the following representations and warranties to American Participants.

2.1.Due Organization.

(a)           Each FRES Participant that is a corporation and the Manager is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and is duly authorized, qualified and licensed under all applicable laws, regulations, ordinances and orders of public authorities necessary to carry on its business in the places and in the manner as now conducted, except where the failure to be so authorized, qualified or licensed would not have a Material Adverse Effect on the Partnership. Complete and correct copies of the articles of incorporation and by-laws and stock records and minute books of each of FRES Participant that is a corporation and the Manager have been previously furnished or made available to the American Participants.

(b)          Dolphin is a limited partnership duly formed and validly existing under laws of the State of Texas. Dolphin is duly authorized, qualified and licensed under all applicable laws, regulations, ordinances and orders of public authorities necessary to carry on its business in the places and in the manner as now conducted, except where the

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failure to be so authorized, qualified or licensed would not have a Material Adverse Effect on the Partnership. Complete and correct copies of the certificate of limited partnership and partnership agreement of Dolphin have been previously furnished or made available to the American Participants.

2.2.Authorization. Each FRES Participant has all corporate or other power and authority to enter into and perform each Transaction Document and to consummate the transactions contemplated thereby. The execution and delivery by each FRES Participant of each Transaction Document and the consummation by it of the transactions contemplated thereby have been duly and validly authorized by all necessary corporate or other action on the part of each such Person. This Agreement has been duly and validly executed and delivered by each FRES Participant. This Agreement constitutes, and’ when executed and delivered in accordance with the terms of this Agreement or the Partnership Agreement each other Transaction Document will, constitute, the legal, valid and binding obligation of each FRES Participant and each is enforceable against each such Person in accordance with its terms.

2.3.No Conflicts; Approvals. Except as set forth on Schedule 2.3.,

(a)Neither the execution, delivery and performance of any Transaction Document by any FRES Participant nor the consummation by it of the transactions contemplated thereby nor the continuation of the business of the Partnership after giving effect thereto will:

(i)conflict with or result in a breach of any provision of the articles of incorporation or by-laws or the certificate of limited partnership or partnership agreement or similar governing instrument of any FRES Participant;

(ii)result in any conflict with, breach of, or default or give rise to any right to termination, cancellation or acceleration, or loss of any right or benefit or the imposition of any penalties or remedies under, or require any consent or approval with respect to, any license, permit, certificate of need, indenture, contract, agreement, lease or other instrument to which any FRES Participant or the Partnership is a party or subject to or by which any of them or any of their respective properties or assets may be subject or bound, or

(iii)violate any order, law, rule or regulation applicable to any FRES Participant or the Partnership, or by which any of them or any of their respective properties or assets may be subject or bound.

(a)No action, consent or approval by, or filing by any FRES Participant or the Partnership with any federal, state, municipal, foreign or other court or governmental body or agency, or any other regulatory body, or any other Person is required in connection with the execution, delivery or performance by any FRES Participant of any Transaction Document, the consummation by any FRES Participant of the transactions

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contemplated thereby or the continuation of the business of the Partnership after giving effect thereto.

2.4.Capital Stock; Partnership Interests. Schedule 2.4(a) sets forth the authorized, issued and outstanding capital stock or other equity interest of each FRES Participant (other than FRES Participants that are individuals). All of such issued and outstanding shares of capital stock or other equity interest are owned, beneficially and of record, by the Principals as set forth on Schedule 2.4(a) and in the case of capital stock have been duly authorized and validly issued and are fully paid and nonassessable.

2.5.The Partnership Interests.

(a)The Partnership is a limited partnership duly formed under Chapter 17 of Title 6 of the Delaware Code Annotated and is validly existing and in good standing under the laws of the State of Delaware. Except as set forth on Schedule 2.5, the Partnership is duly authorized, qualified and licensed under all applicable laws, regulations, ordinances and orders of public authorities necessary to carry on its business in the places and in the manner as presently conducted.

(b)Each Transferor has good and marketable title to its partnership interest in the Partnership, free and clear of all options, liens, pledges, mortgages, security interests, or other encumbrances of any kind, other than restrictions on transfer set forth in the Partnership Agreement.

2.6Options, Warrants, Etc. No option, warrant, call, conversion right or commitment of any kind exists that obligates the Partnership to issue any partnership or other interest or that obligates any Transferor to sell, transfer or otherwise dispose of all or any of its partnership interest in the Partnership. Except as described on Schedule 2.6, no option, warrant, call, conversion right or commitment of any kind exists that obligates any Transferor to issue any of its authorized but unissued capital stock or any partnership or other equity interest or that obligates any FRES Participant to sell, transfer or otherwise dispose of any of its or his ownership interest in any Transferor.

2.7.Financial Statements; Financial Condition. Each of (a) the audited balance sheets of the Partnership as at the end of the most recent two fiscal years of the Partnership and the respective related statements of income and other related financial statements of the Partnership and the notes thereto furnished to the partners of the Partnership pursuant to Article 6 of the Partnership Agreement and (b) the unaudited balance sheets of the Partnership and the related statements of income and other related financial statements furnished to the partners of the Partnership pursuant to Article 6 of the Partnership Agreement since the end of the most recent fiscal year of the Partnership, have been prepared in accordance with the provisions of Article 6 of the Partnership Agreement and generally accepted accounting principles applied on a consistent basis throughout the periods indicated, subject in the case of the unaudited financial statements to the addition of footnotes and to normal year-end audit adjustments. Such financial statements present fairly, in all material respects, the financial condition of the Partnership at the respective dates thereof and the results of its operations for the periods covered thereby.

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2.8.Undisclosed Liabilities and Obligations. Except as and to the extent disclosed in the most recent financial statements referred to in Section 2.7 or in Schedule 2.8, to the best knowledge of each FRES Participant, the Partnership does not have any liability or obligation of any kind, whether accrued, absolute, secured or unsecured, contingent or otherwise.

2.9.Litigation. Except to the extent set forth in Schedule 2.9, there are no claims, actions, suits, proceedings or investigations, pending or, to the best knowledge of each FRES Participant threatened, against or affecting any FRES Participant or the Manager or the Partnership, nor are there any existing facts, circumstances or events which constitute, to the best knowledge of each Principal, a reasonable basis for any claim, action, suit, proceeding or investigation and no notice of any claim, action, suit, proceeding or investigation, whether pending or threatened, has been received.

2.10.Conformity with Law. Except to the extent set forth in Schedule 2.10, neither the Partnership nor any Transferor nor the Manager is in material default under any applicable order of any court or federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality having jurisdiction over it or him. Except to the extent set forth on Schedule 2.10, to the best knowledge of each FRES Participant, each of the Partnership, each Transferor and the Manager has conducted and is conducting its businesses in substantial compliance with all applicable federal, state and local statutes, ordinances, permits, licenses, orders, approvals, variances, rules and regulations and is not in violation of any of the foregoing. The treatment of cost reporting for expenses of ambulance services and related expenses for the purpose of Medicare reimbursement recommended by the Manager or the Partnership, to the extent any such Person makes any such recommendations, to the Partnership or its customers was at the time such recommendations were made in compliance with all laws, rules and regulations applicable to Medicare reimbursement.

2.11.Contracts and Leases.

(a)Except as set forth in Schedule 2.11(a),

(i)each Contract and each Lease is the legal, valid and binding obligation of the Partnership and, to the best knowledge of each FRES Participant, the other parties thereto, each Contract and each Lease is in full force and effect, and

(ii)no FRES Participant has any reason to believe that any Contract or any Lease will not continue in full force and effect following the consummation of transactions contemplated hereby.

(b)Except as set forth in Schedule 2.11(b), the Partnership has complied with all material commitments and obligations pertaining to each Lease and Contract and the Partnership is not in default under any Lease or Contract and has not received or given any notice of default thereunder and, to the best knowledge of each FRES Participant, no other party to any such lease or contract is in default thereunder.

(c)Except as described on Schedule 2.11(c), no customer of the Partnership and no other party to any Contract has advised the Partnership

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or any FRES Participant of

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its intent to cancel or substantially reduce or is currently attempting or threatening to cancel or substantially reduce service.

2.12.Environmental Matters.

(a)Except as set forth on Schedule 2.12,

(i)(A) the Partnership has never disposed of, or contracted for the disposal of, hazardous wastes, hazardous substances, infectious or medical waste, radioactive waste or sewage sludges as those terms are defined by RCRA, CERCLA, the Atomic Energy Act of 1954, as amended, or any comparable state laws, rules or regulations, and (B) no such wastes, substances, or sludges generated by the Partnership or any of its predecessors have finally come to be located on any site which is or has been (including as a potential or suspect site) included in any published federal, state, or local “superfund” or other list of hazardous or toxic waste sites;

(ii)there has been no storage or treatment of solid wastes or hazardous wastes (as defined in RCRA) by the Partnership at any site or other facility owned or operated by the Partnership in violation of any applicable law, rule, regulation, order, judgment or permit or that would require any material remedial action under any applicable law;

(iii)(A) the Partnership has not received any notice of any violation with respect to asbestos or hazardous substances at any of its sites, (B) there has been no spill, discharge, leak, emission, injection, escape, dumping or release of any kind onto any property owned or leased by the Partnership, or into the environment surrounding any such property, of any toxic or hazardous substances as defined under any local, state or Federal regulations or laws and (C) the Partnership has never owned, operated and/or leased a waste transfer, recycling, treatment, storage or disposal facility;

(iv)(A) no employee of the Partnership has, in the course and scope of employment, been exposed in violation of any law or regulation to hazardous, infectious, radioactive or toxic wastes or substances and (B) there has been no assertion by any governmental agency or other regulatory authority of any environmental lien or action; and

(v)the Partnership has not caused or taken any action that is reasonably expected to result in, and the Partnership is not subject to, any material potential liability or obligation under any Environmental Law.

(b)Included in Schedule 2.12 is a complete list of all disposal sites utilized by the Partnership.

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2.13.Underground Storage Tanks. Except as described on Schedule 2.13, the Partnership has never owned, leased or operated any real estate having any underground storage tanks containing petroleum products or wastes or other hazardous substances regulated by 40 CFR 280 and/or other applicable federal, state or local laws, rules and regulations and requirements. As to each such underground storage tank (“UST”) identified in Schedule 2.13, the FRES Participants have provided the following to the American Participants:

(a)a description of the location of the UST and whether the Partnership currently owns or leases the property on which the UST is located;

(b)copies of all of the UST’s manufacturer’s literature, brochures, proposals and contract documents describing the UST system and all manufacturer’s warranties covering the UST system;

(c)The date of installation and specific use or uses of the UST;

(d)copies of all UST tank and piping tightness tests and cathodic protection tests and similar studies or reports for all periods;

(e)a copy of the notification For UST;

(f)all other records with regard to the UST such as the results of groundwater or soil tests; and

(g)a summary description of all instances in which the UST failed to meet applicable standards and regulations for tightness or otherwise.

2.14.Relations with Government. Except as set forth in Schedule 2.14, neither the Partnership nor any FRES Participant nor the Manager has made, offered or agreed to offer anything of value to any governmental official, political party or candidate for government office nor has it otherwise taken any action which would cause it or any such other Person to be in violation of the Foreign Corrupt Practices Act of 1977, as amended, or any other law of similar effect.

2.15.Fraud and Abuse. Neither the Partnership nor any FRES Participant nor the Manager nor any of their respective predecessors has engaged in any activities that are prohibited under federal Medicare and Medicaid statutes, 42 U.S.C. Section 1320a-7b, the False Claims Act or the regulations promulgated pursuant to such statutes, or any similar federal, state or local statutes or regulations or which are prohibited by binding rules of professional conduct, including but not limited to the following:

(a)knowingly and willfully making or causing to be made a false statement or representation of a material fact in any applications for any benefit or payment;

(b)knowingly and willfully making or causing to be made any false statement or representation of a material fact for use in determining rights to any benefit or payment;

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(c)failing to disclose knowledge by a claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with intent to secure such benefit or payment fraudulently; and

(d)knowingly and willfully soliciting or receiving any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind or offering to pay such remuneration (i) in return for referring an individual to a person for the furnishing or arranging for the furnishing of any item or service for which payment may be made in whole or in part by Medicare, Medicaid or other applicable third party payors, or (ii) in return for purchasing, leasing or ordering or arranging for or recommending the purchasing, leasing or order of any good, facility, service, or item for which payment may be made in whole or in part by Medicare, Medicaid or other applicable third party payors.

2.16.Disclosure. The Transaction Documents and the schedules thereto do not and will not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading.

3.GENERAL

3.1.Successors and Assigns. This Agreement and the rights of the parties hereunder may not be assigned (except by operation of law) and shall be binding upon and shall inure to the benefit of the parties hereto, their successors and permitted assigns and the heirs and legal representatives of any individual party hereto.

3.2.Counterparts: This Agreement may be executed in any number of counterparts which together shall constitute one instrument.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

[List names of the parties and add signature lines]

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LIST OF SCHEDULES

Schedule No.	Description
Schedule 2.3	Certain Consents, etc.
Schedule 2.4(a)	Capital Stock
Schedule 2.5	The Partnership
Schedule 2.8	Liabilities and Obligations
Schedule 2.9	Litigation
Schedule 2.10	Conformity with Law
Schedule 2.11(a)	Contracts and Leases
Schedule 2.11(b)	Certain Exceptions
Schedule 2.11(c)	Certain Exceptions
Schedule 2.12	Environmental Matters
Schedule 2.13	Underground Storage Tanks
Schedule 2.14	Relations with Government

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EXHIBIT E

TRANSFER AGREEMENT

THIS TRANSFER AGREEMENT (the “Agreement”) is made as of among American Medical Response, Inc., a Delaware corporation or its successor in interest (“American”), [American Medical Response Management, Inc., a Delaware corporation](4) (the “American Partner”) [insert names or names of Person or Persons designated by American Medical Response Management, Inc. or its transferee to be transferees hereunder], Dolphin Leasing, Ltd., a Texas limited partnership (“Dolphin”), Florida Emergency Partners, Inc., a Texas corporation (“FEP” and collectively with Dolphin, the “Transferors”), and [ ](5) (collectively, the “Principals” and together with FRES and the Transferors, the “FRES Participants”).

RECITALS

WHEREAS, the Principals are the beneficial and record owners of all of the outstanding capital stock of each of FRES and FEP and the only partners of Dolphin;

WHEREAS, Regional Emergency Services, L.P. (the “Partnership”) is a limited partnership organized under Chapter 17 of Title 6 of the Delaware Code Annotated [and FEP is a general partner of the Partnership](6) and Dolphin is a limited partner of the Partnership; and

WHEREAS, Dolphin desires to transfer to [insert name of transferee designated by American Medical Response Management, Inc. or its transferee] (the “Dolphin Transferee”), and “ the Dolphin Transferee desires to acquire, all of Dolphin’s right, title and interest in and to the Partnership (the “Dolphin Interest”).

WHEREAS, FEP desires to transfer to [insert name of transferee designated by American Medical Response Management, Inc. or its transferee] (the “FEP Transferee” and, collectively with the Dolphin Transferee, the “Transferees”), and the FEP Transferee desires to acquire, all of FEP’s right, title and interest in and to the Partnership (the “FEP Interest” and, collectively with the Dolphin Interest, the “Interests”).

NOW, THEREFORE, in consideration of the premises and of the mutual agreements, representations, warranties, provisions and covenants herein contained, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:

(4)If American Medical Response Management, Inc. transfers its interest in the Partnership, insert instead name of transferee.

(5)Insert names of all direct and indirect, beneficial and record owners of FEP and Dolphin.

(6)To be modified if FEP is not a general partner of the Partnership to describe FEP’s interest in the Partnership.

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AGREEMENT

1.DEFINITIONS.

As used in this Agreement, the terms defined below shall have the respective meanings hereinafter specified:

“Agreement”: as defined in the introductory paragraph.

“American”: as defined in the introductory paragraph.

“American Participant”: shall mean American and the American Partner.

“American Partner”: as defined in the introductory paragraph.

“Damages”: as defined in Section 5.2.

“Dolphin”: as defined in the introductory paragraph.

“Dolphin Interest” as defined in the recitals.

“Dolphin Transferee” as defined in the recitals.

“Entity”: shall mean any general partnership, limited partnership, corporation, joint venture, limited liability company, trust, business trust, cooperative, association, county, political subdivision or other governmental authority.

“FEP”: as defined in the introductory paragraph.

“FEP Interest”: as defined in the recitals.

“FEP Transferee”: as defined in the recitals.

“FRES Participants”: as defined in the introductory paragraph.

“Illegal Act Representations”: as defined in Section 5.1.

“Indemnifying Party”: as defined in Sections 5.2.

“Indemnitee”: as defined in Sections 5.2.

“Partnership”: as defined in the recitals.

“Partnership Agreement”: means the Amended and Restated Agreement of Limited Partnership of the Partnership dated as of July 24, 1996, as from time to time in effect.

“Person”: shall mean any individual or Entity, and the heirs, executors, administrators, legal representatives, successors and assigns of such individual or Entity where the context so admits.

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“Principals”: as defined in the introductory paragraph.

“Representation Agreement”: as defined in the Partnership Agreement.

“Third Person”: as defined in Section 5.3.

“Transferees”: as defined in the recitals.

“Transferors”: as defined in the introductory paragraph.

2.TRANSFER OF PARTNERSHIP AGREEMENT.

(a)In consideration for the payment to Dolphin and FEP of the Option Price (as defined in the Partnership Agreement), and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged:

(i)Dolphin hereby (A) transfers and assigns to the Dolphin Transferee as of the date hereof, the Dolphin Interest, free and clear of any option, lien, pledge, mortgage, security interest or other encumbrance of any kind and (B) irrevocably constitutes and appoints the Dolphin Transferee, its successors and assigns, the true and lawful attorney of Dolphin, with full power of substitution in the name of Dolphin, or otherwise, and on behalf and for the benefit of the Dolphin Transferee, its successors and assigns, to demand and receive from time to time any and all of the Dolphin Interest hereby conveyed, transferred, assigned and delivered, or intended so to be.

(ii)FEP hereby (A) transfers and assigns to the FEP Transferee as of the date hereof, the FEP Interest, free and clear of any option, lien, pledge, mortgage, security interest or other encumbrance of any kind and (B) irrevocably constitutes and appoints the FEP Transferee, its successors and assigns, the true and lawful attorney of FEP, with full power of substitution in the name of FEP, or otherwise, and on behalf and for the benefit of the FEP Transferee, its successors and assigns, to demand and receive from time to time any and all of the FEP Interest hereby conveyed, transferred, assigned and delivered, or intended so to be.

(iii)Each Transferor hereby declares that the foregoing powers are coupled with an interest and shall be irrevocable by it in any manner or for any reason.

(b)Notwithstanding anything to the contrary contained herein, no Transferee is assuming and shall not be deemed to have assumed, any liability or obligation of any Transferor to the Partnership or any other Person, and no Transferor shall be released or relieved of any liability or obligation for any acts or omissions of such Transferor or any of its Affiliated Persons (as defined in the Partnership Agreement).

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3.REPRESENTATIONS AND WARRANTIES OF THE FRES PARTICIPANTS.

The FRES Participants jointly and severally make the following representations and warranties to the American Participants and the Transferee:

3.1.Representations and Warranties in the Representation Agreement. The representations and warranties contained in Section 2 of the Representation Agreement were true and correct as of the date of the Representation Agreement and except as set forth in Schedule 3 are true and correct as of the date hereof with the same force and effect as though made on and as of such date.

3.2.Performance of Obligations. Each FRES Participant has complied with, performed and satisfied all terms, covenants and conditions required by the Partnership Agreement or the Representation Agreement to be complied with, performed and satisfied by them in connection with the transactions contemplated hereby on or before the date hereof.

4.COVENANTS.

4.1.Further Assurances. From time to time, at the request of any Transferee and without further consideration, the FRES Participants shall execute and deliver any further instruments and take such other action as may be reasonably requested by such Transferee to carry out the transactions contemplated hereby.

5.INDEMNIFICATION.

5.1.Survival of Representations and Warranties.

(a)The representations and warranties of the FRES Participants made in this Agreement shall survive until two years from the date hereof; provided, however, the representations and warranties set forth in Sections 2.5(b), 2.12, and 2.13 of the Representation Agreement as hereby reaffirmed and made as of the date hereof, and the representations and warranties set forth in Sections 2.14 and 2.15 of the Representation Agreement (“Illegal Acts Representations”) as hereby reaffirmed and made as of the date hereof, shall survive the date hereof and expire upon the expiration, if any, of the statute of limitations applicable thereto, including any extensions thereof, and provided, further, that representations and warranties with respect to which a claim is made within the applicable survival period shall survive until such claim is finally determined and paid.

(b)No claim for indemnification may be made with respect to a representation and warranty after the expiration of the applicable survival period, other than claims based on fraud.

5.2.Indemnification by the FRES Participants. The FRES Participants (each in its or his capacity as an indemnifying party, an “Indemnifying Party”) covenant and agree that they will jointly and severally indemnify, defend, protect, and hold harmless each of the American Participants and each Transferee and each of their respective subsidiaries and affiliates (each in its capacity as an indemnified party, an “Indemnitee”) at all times from and after the date of this Agreement from and against all claims, damages, actions, suits, proceedings, demands,

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assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation) (collectively “Damages”) incurred by such Indemnitee as a result of or incident to any breach of any representation or warranty of any FRES Participant set forth herein (in each case as such representation or warranty would read is all qualifications as to materiality and Material Adverse Effect were deleted therefrom) and any misrepresentation in connection with this Agreement or the transactions contemplated hereby and (b) any breach or nonfulfillment by any FRES Participant of, or any noncompliance by any FRES Participant with, any covenant, agreement, or obligation contained herein.

5.3.Third Person Claims. Promptly after an Indemnitee has received notice of or has knowledge of any claim by a person not a party to this Agreement (“Third Person”) or the commencement of any action or proceeding by a Third Person, the Indemnitee shall, as a condition precedent to a claim with respect thereto being made against an Indemnifying Party, give the Indemnifying Party written notice of such claim or the commencement of such action or proceeding; provided, however, that the failure to give such notice will not relieve such Indemnifying Party from the liability under this Section with respect to such claim, action or proceeding, except to the extent that the Indemnifying Party has been actually prejudiced as a result of such failure. The Indemnifying Party (at its own expense) shall have the right and shall be given the opportunity to associate with the Indemnitee in the defense of such claim, suit or proceedings, provided that counsel for the Indemnitee shall act as lead counsel in all matters pertaining to the defense or settlement of such claims, suit or proceedings. The Indemnitee shall not, except at its own cost, make any settlement with respect to any such claim, suit or proceeding without the prior consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. It is understood and agreed that in situations where failure of the Indemnitee to settle a claim expeditiously could have an adverse effect on the Indemnitee, the failure of the Indemnifying Party to act upon the Indemnitee’s request for consent to such settlement within five business days of the Indemnifying Party’s receipt of notice thereof from the Indemnitee shall be deemed to constitute consent by the Indemnifying Party of such settlement for purposes of this Section 5.3.

5.4.Limitations on Indemnification.

(a)Except with respect to Damages relating to Illegal Acts Representations made by the FRES Participants, no Indemnifying Party shall have any obligation to indemnify any Indemnitee for Damages relating to breaches of representations and warranties set forth herein until the aggregate amount of Damages incurred by the Indemnitees exceeds $100,000, in which event such Person or Persons shall be entitled to indemnification only with respect to the amount of such Damages in excess of $100,000.

(b)The aggregate liability of the FRES Participants for indemnification claims under Section 5.2 for breaches of representations and warranties shall not exceed the Option Price (as defined in the Partnership Agreement).

(c)The personal liability of each Principal who is an individual for indemnification claims under Section 5.2 (other than for breaches of Section 6) shall not exceed the aggregate amount of the cash or other assets distributed or paid to such Principal (or his successors, assigns or

98

transferees) by the Transferors or any other

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Principal on or after the date hereof, directly or indirectly. No Principal who is an individual shall have personal liability for any breach by any other Principal who is an individual of the provisions of Section 6.

5.5.Method of Payment. The FRES Participants shall pay all indemnification claims in cash. In the event that any Indemnitee makes a claim for indemnification hereunder and such claim is not paid within 14 days of the date the claim is made, the FRES Participants shall also pay at the time such claim is paid an amount equal to interest on the amount of such claim at a per annum rate of 10% from the date the claim was made to the actual date of payment of the claim or withholding with respect thereto.

5.6.Exclusively. Except with respect to equitable relief for violations of Section 6, the indemnification provisions of this Section shall be the exclusive remedy for claims under this Agreement, other than claims based on fraud and, notwithstanding any provision in this Agreement to the contrary, no party shall be able to avoid the limitations expressly set forth in this Section 5 by electing to pursue any other remedy.

5.7.Calculation of Damages. For purposes of this Section 5 “Damages” shall be calculated after making appropriate adjustments for (i) insurance proceeds received by the parties and (ii) net tax benefits realized by the parties and tax consequences to the parties of Damages incurred and indemnification payments pursuant to this Section 5.

6.NONCOMPETITION AND NONDISCLOSURE OF CONFIDENTIAL INFORMATION.

Each FRES Participant hereby agrees to comply, and each Principal hereby agrees to cause FRES Affiliate (as defined in the Partnership Agreement) to comply with the provisions of Sections 8.1 and 6.2(c) of the Partnership Agreement.

7.GENERAL.

7.1.Successors and Assigns. This Agreement and the rights of the parties hereunder may not be assigned (except by operation of law) and shall be binding upon and shall inure to the benefit of the parties hereto, their successors and permitted assigns and the heirs and legal representatives of any individual party hereto.

7.2.Amendment. This Agreement may be modified or amended only by a written instrument executed by the FRES Participants, the American Participants and the Transferees.

7.3.Counterparts. This Agreement may be executed in any number of counterparts which together shall constitute one instrument.

7.4.Expenses. Whether or not the transactions contemplated hereby are consummated, the FRES Participants, on the one hand, and the American Participants and the Transferees, on the other hand, will pay the fees and expenses of their respective agents, representatives, accountants and counsel incurred in connection with this Agreement and the transactions contemplated hereby and no such expenses will be borne by the Partnership.

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7.5.Notices. All notices, demands or communications required or permitted hereunder shall be in writing. Any notice, demand or other communication given under this Agreement shall be deemed to be given if given in writing (including telex, telecopy or similar transmission) addressed as provided below (or at such other address as the addressee shall have specified by notice actually received by the addressor) and if either (a) actually delivered in fully legible form, to such address (evidenced in the case of a telex by receipt of the correct answerback) or (b) in the case of a letter, five days shall have elapsed after the same shall have been deposited in the United States mails, with first-class postage prepaid and registered or certified.

If to any American Participant or Transferee, addressed to it:

c/o American Medical Response, Inc.

2821 South Parker Road, Suite 1000

Aurora, Colorado  80014

Attention: General Counsel

with a copy to:

Ropes & Gray

One International Place

Boston, Massachusetts  02110-2624

Attention: Ann L. Milner, Esq.

If to any FRES Participant, addressed to him or it at:

141 Waterman Avenue

Mount Dora, Florida 32757

with a copy to:

Cox & Smith

112 East Pecan Street

Suite 1800

San Antonio, Texas 78205

Attention: Steven A. Elder, Esq.

7.6.Governing Law. This Agreement shall be construed in accordance with the laws of the State of Florida.

7.7.Exercise of Rights and Remedies. No delay of or omission in the exercise of any right, power or remedy accruing to any party as a result of any breach or default by any other party under this Agreement shall impair any such right, power or remedy, nor shall it be construed as a waiver of or acquiescence in any such breach or default, or of any similar breach or default occurring later; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default occurring before or after that waiver. 

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7.8.No Third-Party Beneficiaries. This Agreement is not intended to be for the benefit of and shall not be enforceable by any person who or which is not a party hereto (or a permitted assign or successor to such party) other than persons entitled to indemnification under Section 5.

7.9.Reformation and Severability. In case any provision of this Agreement shall be invalid, illegal or unenforceable, it shall, to the extent possible, be modified in such manner as to be valid, legal and enforceable but so as to most nearly retain the intent of the parties, and if such modification is not possible, such provision shall be severed from this Agreement, and in either case the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.

7.10.Time of the Essence. Time is of the essence with respect to this Agreement.

7.11.Recovery of Litigation Costs. If any legal action or other proceeding is brought for the enforcement of this Agreement or because of an alleged dispute or breach of any of the provisions of this Agreement, the prevailing party shall be entitled to recover from the other party reasonable attorneys’ fees and other costs incurred in that action or proceeding in addition to any other relief to which they may be entitled.

7.12.Venue. Each party submits to the jurisdiction of any state or federal court sitting in the State of Florida, in any action or proceeding for the enforcement of this Agreement or relating to an alleged dispute or breach of any of the provisions of this Agreement and agrees not to bring any action or proceeding for the enforcement of this Agreement or relating to an alleged dispute or breach of any of the provisions of this Agreement in any other state or federal court other than a state or federal court sitting in Orange County, Florida; provided, however, that any party may bring any such action or proceeding in any state or federal court sitting in the State of Florida if such action may not be brought in or properly heard by a state or federal court sitting in Orange County, Florida. Each party waives to the extent not prohibited by applicable law in any such action or proceeding brought in any of the above-named courts any claim that it is not subject personally to the jurisdiction of such court, that the suit or proceeding is brought in an inconvenient forum or that the venue of such proceeding is improper. Each party consents to service of process in any such proceeding in any manner permitted by the laws of the State of Florida and agrees that service of process by registered or certified mail, return receipt requested, at its address specified in or pursuant to Section 7.5 is reasonably calculated to give actual notice.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

[ADD NAMES AND SIGNATURE LINES FOR THE PARTIES]

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LIST OF SCHEDULES

Schedule No.	Description
Schedule 3	Exceptions

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EXHIBIT F

FORM OF OPINION OF COUNSEL

(a)each Transaction Document has been duly authorized; executed and delivered by each FRES Participant and constitutes the legal, valid and binding obligation of each of them enforceable against each of them in accordance with its terms subject to (i) bankruptcy, moratorium, insolvency, reorganization, fraudulent conveyance, arrangement and other similar laws relating to or affecting the rights and remedies of creditors and (ii) general principals of equity, regardless of whether applied in proceedings in equity or at law;

(b)to such counsel’s knowledge, after due inquiry and investigation, there is no governmental action or proceeding and no litigation pending against any FRES Participant or the Partnership which places in question the validity or enforceability, or seeks to enjoin performance, of any Transaction Document or the transactions contemplated thereby;

(c)all actions and proceedings required by law to be taken by each FRES Participant, and if applicable, its boards of directors or similar governing body and stockholders or partners or other equity owners in order to give effect to the transactions contemplated by the Transaction Documents have been duly and validly taken;

(d)no notice to, consent, authorization, approval or order of any court or governmental agency or body or of any other third party is required in connection with the execution and delivery of any Transaction Document by any FRES Participant or the consummation by any of them of any transaction contemplated thereby or the continuation of the business of the Partnership after giving effect thereto, except as have already been given, filed or obtained; and

(e)the execution of the Transaction Documents and the performance of the obligations thereunder will not violate or result in a breach or constitute a default under any of the terms or provisions of the articles of incorporation or by-laws or the certificate of limited partnership or partnership agreement or similar governing instrument of any FRES Participant of or of any lease; license, permit, agreement or any other instrument known to such counsel to which any FRES Participant or the Partnership is a party or by which any of them or their assets is bound or subject or violate any law, order, rule or regulation applicable to any FRES Participant or the Partnership or by which any FRES Participant or the Partnership or any of their respective assets is bound or subject.

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SCHEDULE 3.1

CAPITAL CONTRIBUTIONS AND OWNERSHIP INTERESTS

Percentage
Ownership Interest		Initial Gross Asset
Name and Address of Partners	Description of Capital	Value of Capital
in Partnership	Contribution	Contribution
GENERAL PARTNER:
FLORIDA EMERGENCY PARTNERS, INC.	CASH	$	120,000
1.0%
141 Waterman Avenue
Mount Dora, FL 32757
LIMITED PARTNERS:		$	6,000,000
49.9%
AMERICAN MEDICAL RESPONSE	CERTAIN OPERATING ASSETS
MANAGEMENT, INC.	INCLUDING INTANGIBLES, LESS THE
2821 South Parke Road	ASSUMPTION OF CERTAIN
Aurora, Colorado 80014	LIABILITIES OF FRES*
DOLPHIN LEASING, LTD. (“Dolphin”)	CERTAIN OPERATING ASSETS	$	5,880,000
49.1%
141 Waterman Avenue	INCLUDING INTANGIBLES, LESS THE
Mount Dora, FL 32757	ASSUMPTION OF CERTAIN
	LIABILITIES OF DOLPHIN*
TOTAL		$	12,000,000
100.0%

*The description of the capital of American Medical Response Management, Inc. (“AMRM”) reflects the initial capital contribution of Florida Regional Emergency Services, Inc., from whom AMRM purchased its interest in the Partnership. For a more complete description of initial capital contributions, see the Contribution and Sale Agreement to be entered into by and among American Medical Response, Inc., a Delaware corporation, AMRM, the Partnership, Florida Regional Emergency Services, Inc., a Florida corporation, Dolphin Leasing, Ltd., a Texas limited partnership, Florida Emergency Partners, Inc., a Texas corporation, Zebulon Osborne, Seth Ellis, William Compton, and Regional Emergency Services, Inc., a limited partnership organized under the laws of the State of Delaware. The capital accounts reflect the balance as if the transactions contemplated by the Contribution and Sale Agreement had occurred on June 30, 1996.

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Schedule 5.1

Positions

Vice President, Finance and Reimbursement Vice President, Western Operations

Director, Staff Development

Regional Director

Vice President, Financial Operations

Vice President, Human Resources

Vice President, Operations/Support

Director, Business Office

Director, Fleet Services

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Schedule 8.2 (b)

NAME	TITLE
David J. Beckman	Vice President, Finance and Reimbursement
Russell Estes	Vice President, Western Operations
Edward R. (Buddy) Jones	Director, Staff Development
David W. Jordan	Regional Director
Brenda K. Mulholland	Vice President, Financial Operations
Karen A. Mulligan	Vice President, Human Resources
Laurence M. O’Shaughnessy	Vice President, Operations/Support
Randal N. Palmer	Director, Business Office

Greg Edmisten Director, Fleet Services

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FIRST AMENDMENT
TO THE TRANSFER AGREEMENT

THIS FIRST AMENDMENT TO THE TRANSFER AGREEMENT (the “Amendment”) is made as of February       , 1998 by and among American Medical Response, Inc., a Delaware corporation (“American”), American Medical Response Management, Inc., a Delaware corporation (“AMRM”), Three Dolphins, Inc., a Florida corporation formerly known as Florida Regional Emergency Services, Inc. (“Three Dolphins”), Dolphin Leasing, Ltd., a Texas limited partnership (“Dolphin”), and Seth Ellis and William Compton (collectively, the “Principals” and together with Dolphin, the “Transferors,” and the Transferors collectively with Three Dolphins, the “Three Dolphins Participants”).

W I T N E S S E T H:

WHEREAS, American, AMRM, Three Dolphins, Dolphin, and the Principals have previously entered into that certain Transfer Agreement, dated August 19, 1997 (the “Transfer Agreement”) pursuant to which AMRM purchased from Dolphin its 49.9% limited partnership interest in Regional Emergency Services, L.P., a. Delaware limited partnership (“Partnership”), and AMRM purchased from the Principals all of the outstanding capital stock of Florida Emergency Partners, Inc., a Texas corporation (the “Transaction”);

WHEREAS, the Transfer Agreement contemplates that the aggregate consideration paid, and to be paid, by AMRM in connection with the Transaction is based, in part, on whether the projected Measured Earnings upon which the projected Option Price was calculated exceeds or is less than the Measured Earnings of the Partnership for the twelve month period ending August 3l, 1998;

WHEREAS, certain operational changes within the Partnership have occurred including the loss by the Partnership of certain business in Atlanta, Georgia, and are proposed by American including, limiting the Partnership’s ability to pursue ambulance billing services (other than the proposal billing operations of the Partnership with respect to Medibanc, Inc., in Denver, Colorado which American agrees the Partnership may present a proposal far American to evaluate for possible approval) and the expansion of the operations of the Partnership to include the management of American’s medical transportation services in Victoria, Austin, San Antonio, Corpus Christi and McAllen, Texas (excluding the Partnership’s existing operations in Corpus Christi and San Antonio) (the “South Texas Operations”);

WHEREAS, such operational changes have and are expected to continue to significantly affect the Measured Earnings during the twelve month period ending August 31, 1998 and the ability of Principals and Dolphin to receive the Option Price contemplated by the Transfer Agreement;

WHEREAS, American, AMRM, Three Dolphins, Dolphin, and the Principals desire to amend the Transfer Agreement to allow American and AMRM to effect the operational changes of RES and to address the impact of such

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operational changes on the calculation of the Option Price and to reflect the agreement of the Three Dolphins Participants to such operational changes; and

WHEREAS, unless otherwise defined herein, terms defined in the Transfer Agreement are used herein as defined therein;

NOW, THEREFORE, in consideration of the premises and of the covenants and agreements herein contained, the parties hereto agree as follows:

The parties hereby agree that the Partnership shall provide management and consultation services for the South Texas Operations.  The Partnership shall be entitled to reimbursement for all of its reasonable, direct out-of-pocket travel related costs and expenses incurred in connection with such management and consulting services.  The Partnership shall not be entitled to any management fee, salary, overhead or other reimbursement or compensation for such management and consultation services; provided, however, the Partnership shall be entitled to (i) payment from American with respect to processing charges associated with the interim billing services for the South Texas Operations provided by the Partnership at a per bill rate consistent with the fees charged by other billing centers of American and (ii) reimbursement from American with respect to the salary and benefits of a full-time senior manager employed by the Partnership and providing day-to-day management services for the South Texas Operations until a permanent manager approved by the Partnership is hired by American for such position.  The Partnership shall provide to American monthly reports of the charges, fees and expenses referred to in clauses (i) and (ii) of the preceding sentence.

The proviso in the definition of “Measured Earnings” as set forth in Section 1 of the Agreement is hereby amended in its entirety to read as follows:

“provided however, that (i) Measured Earnings shall not include the net income of the Galveston Operations or the South Texas Operations (except for the impact of the charges, fees and expenses referred to in the last sentence of paragraph 1 of the Amendment which will be included in the calculation of Measured Earnings) during such Measurement Period; (ii) Measured Earnings shall not include any deduction or charge for amounts charged by American or any of its corporate affiliates to the Partnership for advisory or other services provided to the Partnership; (iii) Measured Earnings shall be calculated assuming that the interest rate on amounts borrowed by the Partnership from American or its corporate affiliates is equal to the rate applicable to borrowings made by Laidlaw Inc. and its subsidiaries under its credit agreement with certain lenders as from time to time in effect; and (iv) Measured Earnings shall not include any deduction or charge for any bonuses paid to Messrs. Ellis or Compton pursuant to Section 3 of his Employment Agreement.”

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Section 3 of the Agreement is hereby amended whereby Paragraphs (c) - (1) of Section 3 shall read in their entirety as follows:

(c)Subject to paragraph (f) and (g) of this Section 3, if the amount of Measured Earnings of the Partnership for the twelve month period ending August 31, 1998 equals or exceeds the amount of $3,075,000, the American Participants shall pay to the Principals and Dolphin, on or before the later of October 31, 1998 and the date on which Measured Earnings is finally determined pursuant to Section 3(i), in cash an aggregate amount equal to:

(i)$3,076,461, plus (a) 50% of the amount by which the Measured Earnings of the Partnership for the twelve month period ending August 31, 1998 exceeds $3,075,000, multiplied by (b) 5;

plus

(ii)$1,600,000.

(d)Subject to paragraphs (f) and (g) of this Section 3, if the amount of Measured Earnings of the Partnership for the twelve month period ending August 31, 1998 is less than $3,075,000, the American Participants shall pay to the Principals and Dolphin, on or before the later of October 31, 1998 and the date on which Measured Earnings is finally determined pursuant to Section 3(i), in cash an aggregate amount equal to:

(i)$3,076,461 minus (a) 50% of the amount by which $3,075,000 exceeds the Measured Earnings of the Partnership for the twelve month period ending August 31, 1998, multiplied by (b) 5;

plus

(ii)$1,600,000.

The amount, if any, payable pursuant to paragraph (c), (d) or (e) shall be reduced by the amount of any payment made pursuant to paragraph (f) of this Section 3.

(e)Subject to paragraphs (f) and (g) of this Section 3, if the EFO Percentage (as hereinafter defined) from the South Texas Operations has equaled or exceeded 16% for each of three consecutive months during the

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period from May 1, 1998 to December 31, 1998, and the net revenues from the South Texas Operations during such three month period on an annualized basis exceeded $8,000,000 (such three month period is hereinafter referred to as the “Bonus Period”), the American Participants shall pay to the Principals and Dolphin, on or before the later of (i) October 31, 1998 and (ii) the 5th day following the date on which the EFO Percentage for the Bonus Period is finally determined pursuant to Section 3(j), in cash an aggregate amount equal to $1,434,578.  For purposes hereof, the term “EFO Percentage” shall mean the earnings from operations percentage from the existing South Texas Operations (excluding any acquisitions) calculated as follows:  (i) net income from such South Texas Operations for such period, determined in accordance with generally accepted accounting principles applied on a consistent basis with prior periods before deductions for (A) interest on borrowed funds, (B) federal, state, and local income taxes and franchise taxes based upon the income of the South Texas Operations, and (C) amortization of intangibles; divided by (ii) net revenues from the South Texas Operations for such period.  The impact of the charges, fees and expenses referred to in the last sentence of paragraph 1 of the Amendment will be included in the calculation of the net income from the South Texas Operations.

(f)If a Principal is terminated by the Partnership without Good Cause (as defined in his Employment Agreement with the Partnership) prior to September 1, 1998, the American Participants shall pay to the Principals and Dolphin in lieu of any amounts that would otherwise be owing to the Principals and Dolphin under paragraphs (c), (d) and/or (e) of this Section 3 an aggregate amount equal to $6,111,039.

(g)Notwithstanding any provision in this Section 3 to the contrary, in no event shall the aggregate amount of the payments made by the American Participants to the Principals and Dolphin pursuant to paragraphs (c), (d), (e) and (f) of this Section 3 exceed $6,111,039.

(h)Notwithstanding anything to the contrary contained in the Partnership Agreement, the term “Option Price” as used in the Partnership Agreement shall mean the amount required to be paid by the American Participants under this Section 3 and the Option Price shall be payable as provided in this Section 3.  All rights to exercise the Put Option and the Call Option (as such terms are defined in the Partnership Agreement) are hereby terminated.

(i)On or before October 31, 1998, the Transferees shall furnish to Dolphin a statement setting forth the calculation of Measured Earnings for the twelve-month period ending August 31, 1998.  If Dolphin disputes the calculation of Measured Earnings for such period as reflected in such statement, Dolphin shall have the right to request that one of the “big six” independent accounting firms mutually acceptable to American and Dolphin audit the financial results of the Partnership for such period and determine Measured Earnings, by giving written notice to American within 10 business days after receipt of such statement.  American shall cause such accountants to audit such financial results and determine Measured Earnings for such period within 20 business days from the receipt of any such notice.  All parties shall be bound by the accountants’ determination

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of Measured Earnings.  If the determination of Measured Earnings by the accountants differs materially from the calculation of Measured Earnings as initially furnished by the American Participants, the fees and expenses of the accountants shall be paid by the American Participants and otherwise shall be paid by Dolphin and the Principals.

(j)On or before the thirtieth day following each month during the period from May 1, 1998 until the earlier of December 31, 1998 or the end of the Bonus Period, the Transferees shall furnish to Dolphin a statement setting forth the calculation of the EFO Percentage and the annualized net income for such month.  If, with respect to any consecutive three month period, Dolphin disputes the EFO Percentage or annualized net income of the South Texas Operations as reflected in any statement relating to such period, Dolphin shall have the right to request that one of the “big six” independent accounting firms mutually acceptable to American and Dolphin audit the financial results of the South Texas Operations for such period and determine the EFO Percentage or annualized net income, as the case may be, of the South Texas Operations, by giving written notice to American within 10 business days after receipt of the statement for the third month of such consecutive three month period.  American shall cause such accountants to audit such financial results and determine the EFO Percentage or annualized net income, as the case may be, of the South Texas Operations for such period within 20 business days from the receipt of any such notice.  All parties shall be bound by the accountants’ determination of the EFO of the South Texas Operations.  If the determination of the EFO Percentage or annualized net income, as the case may be, of the South Texas Operations by the accountants differs materially from the calculation of the EFO of the South Texas Operations as initially furnished by the American Participants and such material difference would have resulted in the Principals and Dolphin not to have received the payment properly due pursuant to Section 3(e) hereof, the fees and expenses of the accountants shall be paid by the American Participants and otherwise shall be paid by Dolphin and the Principals.

(k)Payments made to the Principals and Dolphin hereunder shall be made as follows:  1% of the amount of such payments shall be made to Seth Ellis and 1% to William Compton in payment for the shares of capital stock of FEP purchased hereunder and 98% of the amount of such payments shall be made to Dolphin in payment for the Dolphin Interest.

(l)Payments required to be made under this Section 3 shall be made by wire transfer, in immediately available funds, to such accounts as are designated in writing to the party or parties required to make such payment by the party or parties receiving such payment.

The parties agree that, notwithstanding Section 3 of the respective Employment Agreements, no bonus shall be payable under such Sections 3 with respect to the twelve-month period ending on August 31, 1998.  The patties also agree to amend the respective Sections 3 of the Employee Agreements with respect to periods ending after August 31, 1998 to reflect the operational changes in the Partnership described above.

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The Transfer Agreement shall remain in full force and effect without change, except to the extent specifically amended or modified hereby.

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IN WITNESS WHEREOF, the undersigned have duly executed this Amendment as of the date and year first above written.

AMERICAN MEDICAL RESPONSE, INC.
	By:
	Title:
AMERICAN MEDICAL RESPONSE MANAGEMENT, INC.
	By:
	Title:
THREE DOLPHINS, INC.
	By:
	Title:
DOLPHIN LEASING, LTD. By: Three Dolphins, Inc., as general partner
	By:
	Title:

115

SETH ELLIS

WILLIAM COMPTON

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EX-3.217

Exhibit 3.217

Microfilm Number 9106 804	Filed with the Department of State on
Entity Number 2005089
	Secretary of the Commonwealth

ARTICLES OF INCORPORATION

DSCB:15-1306 (Rev 89)

Indicate type of domestic corporation (check one):

x Business-stock (15 Pa. C.S. Section 1306)	o Professional (15 Pa. C.S. Section 2903)
o Business-nonstock (15 Pa. C.S. Section 2102)	o Management (15 Pa. C.S. Section 2701)
o Business-statutory close (15 Pa. C.S. Section 2304a is applicable)	o Cooperative (15 Pa. C.S. Section 7701)

1.	The name of the corporation is:   Reimbursement Technologies, Inc.
	This corporation is incorporated under the provisions of the Business Corporation Law of 1988.
2.	The (a) address of this corporation’s initial registered office in this Commonwealth or (b) commercial registered office provider and the county of venue is:
(a)	1525 Stocton Road,  Meadowbrook,   PA   19046		Montgomery
	Number and Street      City                 State     Zip		County
(b)
	Name of Commercial Registered Office Provider		County
	For a corporation represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the corporation is located for venue and official publication purposes.
3.	The aggregate number of shares authorized is: 1,000 (other provisions, if any, attach 8 - (1/2) x 11 sheet)
4.	The name and address, including street and number, if any, of each incorporator is:
	Name	Address             Signature			Date
	Calvin L. Wels	c/o Pepper, Hamilton & Scheetz		/s/ Calvin L. Wels	2/4/91

3000 Two Logan Square

Eighteenth & Arch Streets

Philadelphia, PA  19103

5.	The specified effective date, if any, is:	upon filing
		month day year hour, if any
6.	Any additional provisions of the articles, if any, attach an 8 -1/2 x 11 sheet. See Rider “A” attached hereto.
7.	Statutory close corporation only: Neither the corporation nor any shareholder shall make an offering of any of its shares of any class that would constitute a “Public Offering” within the meaning of the Securities Act of 1933 (15 U.S.C. Section 77... seq.)
8.	Business cooperative corporations only: (Complete and strike out inapplicable term) The common bond of membership among its members/shareholders is:

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Microfilm Number 9859-1541	Filed with the Department of State on Aug 10 1998
Entity Number 2005089	/s/
	Secretary of the Commonwealth

STATEMENT OF CHANGE OF REGISTERED OFFICE

DSCB:15-1507/4144/5507/6144/8508 (Rev 90)

Indicate type of entity (check one):

x Domestic business corporation (15 Pa.C.S. Sections. 1507)	o Foreign Nonprofit Corporation (15 Pa.C.S. Sections. 6144)
o Foreign Business Corporation (15 Pa.C.S. Sections. 4144)	o Domestic Limited Partnership (15 Pa.C.S. Sections. 8508)
o Domestic Nonprofit Corporation (15 Pa.C.S. Sections. 5507)

In compliance with the requirements of the applicable provisions of 15 Pa.C.S. (relating to corporations and unincorporated associations) the undersigned corporation or limited partnership, desiring to effect a change of registered office, hereby states that:

1.	The name of the corporation or limited partnership is: Reimbursement Technologies, Inc.
2.	The (a) address of this corporation’s or limited partnership’s current registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is: (the Department is hereby authorized to correct the following information to conform to the records of the Department):
	(a)	1525 Stocton Road,   Meadowbrook,   PA   19046			Montgomery
		Number and Street      City                 State     Zip			County
	(b)	c/o
		Name of Commercial Registered Office Provider			County
	For a corporation or a limited partnership represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the corporation or limited partnership is located for venue and official publication purposes.
3.	(Complete part (a) or (b)):
	(a)   The address to which the registered office of the corporation or limited partnership in this Commonwealth is to be changed is:
	3043 Walton Road,		P.O. Box 3035,	Blue Bell, PA		19422-0760	Montgomery
	Number and Street		City	State		Zip	County

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(b)	The registered office of the corporation or limited partnership shall be provided by:
c/o:
	Name of Commercial Registered Office Provider	County

For a corporation or limited partnership represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the corporation or limited partnership is located for venue and official publication purposes.

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DSCB:15-1507/4144/5507/6144/8506 (Rev 90)

4.(Strike out if a limited partnership): Such change was authorized by the Board of Directors of the corporation.

IN TESTIMONY WHEREOF, the undersigned corporation or limited partnership has caused this statement to be signed by a duly authorized officer this 3 day of August, 1998.

Reimbursement Technologies, Inc.
Name of Corporation/Limited Partnership
By:	/s/ Stuart Wolf
	(Signature)
TITLE:	Stuart Wolf, President

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EX-3.218

Exhibit 3.218

AMENDED AND RESTATED

BYLAWS

OF

REIMBURSEMENT TECHNOLOGIES, INC.

ARTICLE I

OFFICES

Section 1.1 Registered Office. The registered office of Reimbursement Technologies, Inc. (the “Corporation”) in the Commonwealth of Pennsylvania shall be as specified in the Articles of Incorporation of the Corporation as they may from time to time be amended (the “Articles”) or at such other place as the Board of Directors of the Corporation (the “Board”) may specify in a statement of change of registered office filed with the Department of State of the Commonwealth of Pennsylvania.

Section 1.2. Other Offices. The Corporation may also have an office or offices at such other place or places either within or without the Commonwealth of Pennsylvania as the Board may from time to time determine or the business of the Corporation requires.

ARTICLE II

MEETINGS OF THE SHAREHOLDERS

Section 2.1. Place. All meetings of the shareholders shall be held at such places, within or without the Commonwealth of Pennsylvania, as the Board may from time to time determine.

Section 2.2. Annual Meeting. A meeting of the shareholders for the election of directors and the transaction of such other business as may properly be brought before the meeting shall be held once each calendar year on the third Tuesday in April or, if that be a legal holiday, on the first day thereafter that is not a legal holiday, or on such other date as the Board shall determine. If the annual meeting is not called and held within six months after the designated time for such meeting, any shareholder may call the meeting at any time after the expiration of such six-month period.

Section 2.3. Written Ballot. Except upon demand by a shareholder entitled to vote at the election and before the voting begins, elections of directors need not be by written ballot.

Section 2.4. Special Meetings. Special meetings of the shareholders, for any purpose or purposes, may be called at any time by the President of the Corporation, by shareholders entitled to cast at least 20% of the votes that all shareholders are entitled to cast at the particular meeting, or by the Board of Directors of the corporation, or by any officer of the Corporation

who holds at least 10% of the votes that all shareholders are entitled to cast at the particular meeting, upon written request delivered to the Secretary of the Corporation. Any request for a special meeting of shareholders shall state the purpose or purposes of the proposed meeting. Upon receipt of any such request, it shall be the duty of the Secretary of the Corporation to give notice, in a manner consistent with Section 2.6 of these Bylaws, of a special meeting of the shareholders to be held at such time as the Secretary of the Corporation may fix, which time may not be, if the meeting is called pursuant to a statutory right, more than sixty (60) days after receipt of the request. If the Secretary of the Corporation shall neglect or refuse to fix the date of the meeting and give notice thereof, the person or persons calling the meeting may do so.

Section 2.5. Scope of Special Meetings. Business transacted at any special meeting shall be confined to the business stated in the notice.

Section 2.6. Notice. Written notice of every meeting of the shareholders, stating the place, the date and hour thereof and, in the case of a special meeting of the shareholders, the general nature of the business to be transacted thereat, shall be given in a manner consistent with the provisions of Section 12.5 of these Bylaws at the direction of the Secretary of the Corporation or, in the absence of the Secretary of the Corporation, any Assistant Secretary of the Corporation, at least ten (10) days prior to the day named for a meeting called to consider a fundamental change under Chapter 19 of the Pennsylvania Business Corporation Law of 1988, as it may from time to time be amended (the “1988 BCL”), or five (5) days prior to the day named for the meeting in any other case, to each shareholder entitled to vote thereat on the date fixed as a record date in accordance with Section 8.1 of these Bylaws or, if no record date be fixed, then of record at the close of business on the 10th day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day immediately preceding the day of the meeting, at such address (or telex, TWX, telecopier or telephone number), as appears on the transfer books of the Corporation. Any notice of any meeting of shareholders shall state that, for purposes of any meeting that has been previously adjourned for one or more periods aggregating at least fifteen (15) days because of an absence of a quorum, the shareholders entitled to vote who attend such a meeting, although less than a quorum pursuant to Section 2.7 of these Bylaws, shall nevertheless constitute a quorum for the purpose of acting upon any matter set forth in the original notice of the meeting that was so adjourned.

Section 2.7. Quorum. Except as otherwise provided in a bylaw adopted by the shareholders, the shareholders present in person or by proxy, entitled to cast at least a majority of the votes that all shareholders are entitled to cast on any particular matter to be acted upon at the meeting, shall constitute a quorum for the purposes of consideration of, and action on, such matter; provided that, if any shareholder is prohibited by contract from voting his shares on any matter, such shareholder’s shares shall not be considered to be outstanding for purposes of determining a quorum with respect to that particular matter. Shares of the Corporation owned by it, directly or indirectly, shall not be counted in determining the total number of outstanding shares for quorum purposes. The shareholders present in person or by proxy at a duly organized meeting can continue to do business until the adjournment thereof notwithstanding the withdrawal of enough shareholders to leave less than a quorum. If a meeting cannot be organized because a quorum has not attended, the shareholders present in person or by proxy may, except as otherwise provided by the 1988 BCL and

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subject to the provisions of Section 2.8 of these Bylaws, adjourn the meeting to such time and place as they may determine.

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Section 2.8. Adjournment. Adjournments of any regular or special meeting may be taken but any meeting at which directors are to be elected shall be adjourned only from day to day, or for such longer periods not exceeding fifteen (15) days as the shareholders present and entitled to vote shall direct, until the directors have been elected. Other than as provided in the last sentence of Section 2.6 of these Bylaws, notice of the adjourned meeting or the business to be transacted thereat need not be given, other than announcement at the meeting at which adjournment is taken, unless the Board fixes a new record date for the adjourned meeting. At any adjourned meeting at which a quorum is present, any business may be transacted that might have been transacted at the meeting as originally noticed.

Unless otherwise provided in a bylaw adopted by the shareholders, those shareholders entitled to vote present in person or by proxy, although less than a quorum pursuant to Section 2.7 of these Bylaws, shall nevertheless constitute a quorum for the purpose of (i) electing directors at a meeting called for the election of directors that has been previously adjourned for lack of a quorum, and (ii) acting, at a meeting that has been adjourned for one or more periods aggregating fifteen (15) days because of an absence of a quorum, upon any matter set forth in the original notice of such adjourned meeting, provided that such original notice shall have complied with the last sentence of Section 2.6 of these Bylaws.

Section 2.9. Majority Voting. At every meeting of the shareholders, every shareholder entitled to vote shall have the right to one vote for each share having voting power standing in his or her name on the books of the Corporation. Shares of the Corporation owned by it, directly or indirectly, shall not be voted. Any matter brought before a duly organized meeting for a vote of the shareholders shall be decided by a majority of the votes cast at such meeting by the shareholders present in person or by proxy and entitled to vote thereon, unless the matter is one for which a different vote is required by express provision of the 1988 BCL, the Articles or a provision of these bylaws as adopted by the shareholders, in any of which case(s) such express provision shall govern and control the decision on such matter. Any provision in these Bylaws requiring a vote other than a majority for the taking of any action by the shareholders shall not be amended or repealed by any lesser number or percentage of votes.

Section 2.10. Special Voting Provision. The shareholders shall be entitled to vote in the election of directors as provided in Article IV of these Bylaws. In addition, the shareholders owning sixty-five percent (65%) or more of all outstanding shares must approve any of the following actions before they may be taken by the corporation:

(a) any commitment for the borrowing of, or any borrowing of, any funds from any person other than a shareholder, (except that this special voting requirement shall not apply to any borrowings (whether or not outstanding on the date these Bylaws are adopted)) under the revolving credit and term loan facility extended to the corporation by Philadelphia National Bank, incorporated as CoreStates Bank, N.A.;

(b) any increase in any salary, bonus, director’s fee or other compensation to be paid to any shareholder as an employee, officer or director of the corporation; or any increase in any director’s fee paid to anyone other than a shareholder (except that setting an initial director’s fee shall not be

4

considered to be an increase except to the extent it would exceed a reasonable amount customarily paid to directors as a director’s fee).

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(c) any hiring or firing of, or any increase in salaries to be paid to, any senior managerial employee of the company who is not also a shareholder;

(d) entering into any contract for the provision of health care billing management or reimbursement maximization services;

(e) any changes to these bylaws, except as expressly permitted herein;

(f) any commitment to sell any assets or the business of the corporation;

(g) any amendment to the Articles of Incorporation of the corporation or any merger with or into, or any consolidation with, any other corporation;

(h) any incurring of an expense greater than $25,000; and

(i) any issuance of shares of stock in the corporation to any person other than a person already owning shares of stock in the corporation. Issuance of shares of stock in the corporation to a shareholder shall be governed by the terms of a certain Shareholders’ Agreement among the corporation, Murray D. Fein and Stuart L. Wolf and dated July 24, 1991 (the “Shareholders’ Agreement”).

If and for so long as any person holding thirty-five percent (35%) or more of the corporation’s outstanding stock is not competent, which means for these purposes that he is not capable of understanding the nature of his property and of making business decisions as an ordinary prudent person might make in similar circumstances, then the shares held by such person shall be deemed not to be outstanding for purposes of this Section 2.10 (and for purposes of establishing a quorum at any meeting of shareholders).

Section 2.11. Proxies. Every shareholder entitled to vote at a meeting of the shareholders or to express consent or dissent to corporate action in writing may authorize another person to act for him or her by proxy. The presence of, or vote or other action at a meeting of shareholders, or the expression of consent or dissent to corporate action in writing, by a proxy of a shareholder, shall constitute the presence of, or vote or action by, or written consent or dissent of the shareholder. Every proxy shall be executed in writing by the shareholder or by the shareholder’s duly authorized attorney in fact and filed with the Secretary of the Corporation. A proxy, unless coupled with an interest, shall be revocable at will, notwithstanding any other agreement or any provision in the proxy to the contrary, but the revocation of a proxy shall not be effective until written notice of revocation has been given to the Secretary of the Corporation. No unrevoked proxy shall be valid after three (3) years from the date of its execution, unless a longer time is expressly provided therein. A proxy shall not be revoked by the death or incapacity of the maker unless, before the vote is counted or the authority is exercised, written notice of such death or incapacity is given to the Secretary of the Corporation.

Section 2.12. Voting Lists. The officer or agent having charge of the transfer books for securities of the Corporation shall make a complete list of the shareholders entitled to vote at a meeting of the shareholders, arranged in alphabetical order, with the address of and the number of shares held by each shareholder, which list shall be produced and kept open at the time and

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place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting.

Section 2.13. Judges of Election. In advance of any meeting of the shareholders, the Board may appoint judges of election, who need not be shareholders, to act at such meeting or any adjournment thereof. If judges of election are not so appointed, the presiding officer of any such meeting may, and on the request of any shareholder shall, appoint judges of election at the meeting. The number of judges shall be one or three, as determined by the Board to be appropriate under the circumstances. No person who is a candidate for office to be filled at the meeting shall act as a judge at the meeting. The judges of election shall do all such acts as may be proper to conduct the election or vote with fairness to all shareholders, and shall make a written report of any matter determined by them and execute a certificate of any fact found by them, if requested by the presiding officer of the meeting or any shareholder or the proxy of any shareholder. If there are three judges of election, the decision, act or certificate of a majority shall be effective in all respects as the decision, act or certificate of all.

Section 2.14. Participation by Conference Call. The right of any shareholder to participate in any shareholders’ meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting may hear each other, in which event all shareholders so participating shall be deemed present at such meeting, shall be granted solely in the discretion of the Board.

ARTICLE III

SHAREHOLDER ACTION BY WRITTEN CONSENT

Section 3.1. Unanimous Written Consent. Any action required or permitted to be taken at a meeting of the shareholders or of a class of shareholders may be taken without a meeting if, prior or subsequent to the action, a consent or consents thereto in writing, setting forth the action so taken, shall be signed by all of the shareholders who would be entitled to vote at a meeting for such purpose and filed with the Secretary of the Corporation.

Partial Written Consent. Any action required or permitted to be taken at a meeting of the shareholders or of a class of shareholders may be taken without a meeting upon the written consent of shareholders who would have been entitled to cast the minimum number of votes that would be necessary to authorize the action at a meeting at which all shareholders entitled to vote thereon were present and voting. The consents shall be filed with the Secretary of the Corporation. An action taken pursuant to this section shall not become effective until at least ten (10) days’ written notice has been given to each shareholder entitled to vote thereon who has not consented thereto.

Section 3.2. Record Date - Consents. Except as otherwise provided in Section 8.1 of these Bylaws, the record date for determining shareholders entitled to express consent or dissent to action in writing without a meeting, when prior action by the Board is not necessary, shall be at the close of business on the day on which the first written consent or dissent is filed with the Secretary of the Corporation. If prior action by the Board is necessary, the record date for

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determining such shareholders shall be at the close of business on the day on which the Board adopts the resolution relating to such action.

ARTICLE IV

DIRECTORS

Section 4.1. Number and Qualifications. The Board shall consist of not less than two nor more than seven directors, the number of such directors to be determined from time to time by a majority of votes entitled to be cast at a meeting of Shareholders in the election of directors. Directors shall be elected by the shareholders and shall be natural persons of full age. Directors need not be residents of the Commonwealth of Pennsylvania or security holders of the Corporation.

Section 4.2. Term. Each director shall be elected to serve a term of one year and until a successor is elected and qualified or until the director’s earlier death, resignation or removal.

Section 4.3. Nominations of Directors. Nominees for election to the Board may be designated by each shareholder. A nominating shareholder shall provide his nomination, together with (i) a written description of the nominee’s qualifications and other relevant biographical information, (ii) a description of any arrangements or understandings among the recommending shareholder and each nominee and any other person with respect to such nomination, and (iii) the consent of each nominee to serve as a director of the Corporation if so elected, to the Secretary of the Corporation not later than ten (10) days before the meeting at which directors are to be elected. Only persons duly nominated for election to the Board in accordance with this Section 4.3 shall be eligible for election to the Board.

Section 4.4. Vacancies. Vacancies in the Board, including vacancies resulting from an increase in the number of directors, shall be filled by a majority of votes entitled to be cast at a meeting of shareholders in the election of directors and each person so elected shall serve as a director for the balance of the unexpired term.

Section 4.5. Removal. The entire Board or any one or more directors may be removed from office without assigning any cause by the majority vote of the shareholders, except as provided in the Shareholders’ Agreement.

Section 4.6. Powers. The business and affairs of the Corporation shall be managed under the direction of its Board, which may exercise all powers of the Corporation and do all such lawful acts and things as are not by statute or by the Articles or these Bylaws directed or required to be exercised and done by the shareholders.

Section 4.7. Place of Board Meetings. Meetings of the Board may be held at such place within or without the Commonwealth of Pennsylvania as the Board may from time to time appoint or as may be designated in the notice of the meeting.

Section 4.8. First Meeting of Newly Elected Board. The first meeting of each newly elected Board may be held at the same place and immediately after the meeting at which such directors were elected and no notice shall be required other than announcement at such meeting.

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If such first meeting of the newly elected Board is not so held, notice of such meeting shall be given in the same manner as set forth in Section 4.9 of these Bylaws with respect to notice of regular meetings of the Board.

Section 4.9. Regular Board Meetings; Notice. Regular meetings of the Board may be held at such times and places as shall be determined from time to time by resolution of at least a majority of the whole Board at a duly convened meeting, or by unanimous written consent. The Secretary may, but need not, provide notice of each regular meeting of the Board specifying the date, place and hour of the meeting in a manner consistent with Section 12.5 of these Bylaws.

Section 4.10. Special Board Meetings; Notice. Special meetings of the Board may be called by the President of the Corporation on notice to each director, specifying the date, place and hour of the meeting and given within the same time and in the same manner provided for notice of regular meetings in Section 4.9 of these Bylaws. Special meetings shall be called by the Secretary of the Corporation in like manner and on like notice on the written request of two directors.

Section 4.11. Quorum of the Board. At all meetings of the Board, the presence of a majority of the directors in office shall constitute a quorum for the transaction of business, and, except as provided in these Bylaws with respect to matters requiring shareholder approval, the acts of a majority of the directors present and voting at a meeting at which a quorum is present shall be the acts of the Board. If a quorum shall not be present at any meeting of directors, the directors present thereat may adjourn the meeting. It shall not be necessary to give any notice of the adjourned meeting or of the business to be transacted thereat other than by announcement at the meeting at which such adjournment is taken.

Section 4.12. Committees of Directors. The Board may, by resolution adopted by a majority of the directors in office, establish one or more committees, each committee to consist of one or more of the directors, and may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee or for the purposes of any written action by the committee. Any such committee, to the extent provided in such resolution of the Board or in these Bylaws, shall have and may exercise all of the powers and authority of the Board; provided, however, that no such committee shall have any power or authority to (i) submit to the shareholders any action requiring approval of the shareholders under the 1988 BCL, (ii) create or fill vacancies on the Board, (iii) amend or repeal these Bylaws or adopt new bylaws, (iv) amend or repeal any resolution of the Board that by its terms is amendable or repealable only by the Board, (v) act on any matter committed by these Bylaws or by resolution of the Board to another committee of the Board, (vi) amend the Articles or (vii) adopt a plan or an agreement of merger or consolidation. In the absence or disqualification of a member or alternate member or members of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not a quorum is present, may unanimously appoint another director to act at the meeting in the place of any absent or disqualified member. Minutes of all meetings of any committee of the Board shall be kept by the person designated by such committee to keep such minutes. Copies of such minutes and any writing setting forth an action taken by written consent without a meeting shall be distributed to each member of the Board promptly after such meeting is held or such action is taken. Each committee of the Board shall serve at the pleasure of the Board.

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Section 4.13. Participation in Board Meetings by Telephone. One or more directors may participate in a meeting of the Board or of a committee of the Board by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and all directors so participating shall be deemed present at the meeting.

Section 4.14. Action by Consent of Directors. Any action required or permitted to be taken at a meeting of the Board or of a committee of the Board may be taken without a meeting if, prior or subsequent to the action, a consent or consents in writing setting forth the action so taken shall be signed by all of the directors in office or the members of the committee, as the case may be, and filed with the Secretary of the Corporation.

Section 4.15. Compensation of Directors. The Board may, by resolution, fix the compensation of directors for their services as directors. A director may also serve the Corporation in any other capacity and receive compensation therefor.

Section 4.16. Directors’ Liability. No person who is or was a director of the Corporation shall be personally liable for monetary damages for any action taken, or any failure to take any action unless (a) such director has breached or failed to perform the duties of his or her office under the 1988 BCL and (b) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness, or unless such liability is imposed pursuant to a criminal statute or for the payment of taxes pursuant to local, state or federal law.

ARTICLE V

OFFICERS

Section 5.1. Principal Officers. The officers of the Corporation shall be chosen by the Board, and shall include a President, one or more Vice Presidents, a Secretary and a Treasurer (collectively, the “Principal Officers”). The President, all Vice Presidents and Secretary shall be natural persons of full age. The Treasurer may be a corporation, but if a natural person, shall be of full age. Any number of offices may be held by the same person.

Section 5.2. Electing Principal Officers. Except as provided in Section 2.10 of these Bylaws, the Board, immediately after each annual meeting of the shareholders, shall elect the Principal Officers of the Corporation, none of whom need be members of the Board.

Section 5.3. Other Officers. The Corporation may have such other officers, assistant officers, agents and employees as the Board may deem necessary, each of whom shall hold office for such period, have such authority and perform such duties as the Board or the President may from time to time determine.

Section 5.4. Compensation. Except as provided in Sections 2.10 and 5.3 of these Bylaws, the salaries of all officers of the Corporation shall be fixed by the Board.

Section 5.5. Term of Office; Removal. Except as provided in Section 2.10 of these Bylaws, (a) each officer of the Corporation shall hold office until his or her successor has been chosen and qualified or until his or her earlier death, resignation or removal; (b) vacancies of any

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office shall be filled by the Board; and (c) any officer or agent may be removed by the Board with or without cause, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. The election or appointment of an officer or agent shall not of itself create any contract rights.

Section 5.6. The President. The President shall be the chief executive officer of the Corporation; he or she shall preside at all meetings of the shareholders and directors, shall have general and active management of the business of the Corporation and shall see that all orders and resolutions of the board are carried into effect.

Section 5.7. The Vice Presidents. The Vice-President or Vice-Presidents, in the order designated by the Board, shall, in the absence or disability of the President, perform the duties and exercise the powers of the President, and shall perform such other duties as the Board may prescribe or the President may delegate to them.

Section 5.8. The Secretary. The Secretary shall attend all sessions of the Board and all meetings of the shareholders and record all the votes of the Corporation and the minutes of all the transactions in a book to be kept for that purpose, and shall perform like duties for the committees of the Board when required. The Secretary shall give, or cause to be given, notice of all meetings of the shareholders and of the Board, and shall perform such other duties as may be prescribed by the Board or the President, under whose supervision the Secretary shall be. He or she shall keep in safe custody the corporate seal, if any, of the Corporation.

Section 5.9. The Treasurer.

(a) The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation, and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as shall be designated by the Board.

(b) The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and directors, at the regular meetings of the Board, or whenever they may require it, an account of all his or her transactions as Treasurer.

Section 5.10. Bonds. If required by the Board, any officer shall give the Corporation a bond in such sum, and with such surety or sureties as may be satisfactory to the Board, for the faithful discharge of the duties of his or her office and for the restoration to the Corporation, in the case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the Corporation.

ARTICLE VI

CERTIFICATES FOR SHARES

Section 6.1. Share Certificates. The certificates representing shares of

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the Corporation shall be numbered and registered in a share register as they are issued. The share register shall exhibit the names and addresses of all registered holders and the number and class of shares and the series, if any, held by each.

The Certificate shall state that the Corporation is incorporated under the laws of the Commonwealth of Pennsylvania, the name of the registered holder and the number and class of shares and the series, if any, represented thereby. If, under its Articles, the Corporation is authorized to issue shares of more than one class or series, each Certificate shall set forth, or shall contain a statement that the Corporation will furnish to any shareholder upon request and without charge, a full or summary statement of the designations, voting rights, preferences, limitations and special rights of the shares of each class or series authorized to be issued so far as they have been fixed and determined and the authority of the Board to fix and determine such rights.

Section 6.2. Execution of Certificates. Every share certificate shall be executed, by facsimile or otherwise, by or on behalf of the Corporation, by the President, by any Vice-President, or by the Secretary. In case any officer who has signed or whose facsimile signature has been placed upon any share certificate shall have ceased to be such officer, because of death, resignation or otherwise, before the certificate is issued, it may be issued by the Corporation with the same effect as if the officer had not ceased to be such at the time of issue.

ARTICLE VII

TRANSFER OF SHARES

Section 7.1. Transfer; Duty of Inquiry. Upon presentment to the Corporation or its transfer agent of a share certificate indorsed by the appropriate person or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto and the old certificate cancelled and the transfer registered upon the books of the Corporation, unless the Corporation or its transfer agent has a duty to inquire as to adverse claims with respect to such transfer which has not been discharged. The Corporation shall have no duty to inquire into adverse claims with respect to transfers of its securities or the rightfulness thereof unless (a) the Corporation has received written notification of an adverse claim at a time and in a manner which affords the Corporation a reasonable opportunity to act on it before the issuance of a new, reissued or re-registered share certificate and the notification identifies the claimant, the registered owner and the issue of which the share or shares are a part and provides an address for communications directed to the claimant; or (b) the Corporation has required and obtained, with respect to a fiduciary, a copy of a will, trust, indenture, articles of co-partnership, bylaws or other controlling instruments, for a purpose other than to obtain appropriate evidence of the appointment or incumbency of the fiduciary, and such documents indicate, upon reasonable inspection, the existence of an adverse claim.

Section 7.2. Discharging Duty of Inquiry. The Corporation may discharge any duty of inquiry by any reasonable means, including notifying an adverse claimant by registered or certified mail at the address furnished by the claimant or, if there is no such address, at the claimant’s residence or regular place of business, that the security has been presented for registration of transfer by a

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named person, and that the transfer will be registered unless within thirty (30) days from the date of mailing the notification, either (a) an appropriate restraining

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order, injunction or other process, issues from a court of competent jurisdiction or (b) an indemnity bond, sufficient in the Corporation’s judgment to protect the Corporation and any transfer agent, registrar or other agent of the Corporation involved from any loss which it or they may suffer by complying with the adverse claim, is filed with the Corporation.

ARTICLE VIII

RECORD DATE; IDENTITY OF SHAREHOLDERS

Section 8.1. Record Date. The Board may fix a time, prior to the date of any meeting of the shareholders, as a record date for the determination of the shareholders entitled to notice of, or to vote at, the meeting, which time, except in the case of an adjourned meeting, shall not be more than ninety (90) days prior to the date of the meeting. Except as otherwise provided in Section 8.2 of these Bylaws, only the shareholders of record at the close of business on the date so fixed shall be entitled to notice of, or to vote at, such meeting, notwithstanding any transfer of securities on the books of the Corporation after any record date so fixed. The Board may similarly fix a record date for the determination of shareholders for any other purpose. When a determination of shareholders of record has been made as herein provided for purposes of a meeting, the determination shall apply to any adjournment thereof unless the Board fixes a new record date for the adjourned meeting.

Section 8.2. Certification of Nominee. The Board may adopt a procedure whereby a shareholder may certify in writing to the Secretary of the Corporation that all or a portion of the shares registered in the name of the shareholder are held for the account of a specified person or persons. The Board, in adopting such procedure, may specify (i) the classification of shareholder who may certify, (ii) the purpose or purposes for which the certification may be made, (iii) the form of certification and the information to be contained therein, (iv) as to certifications with respect to a record date, the date after the record date by which the certification must be received by the Secretary of the Corporation, and (v) such other provisions with respect to the procedure as the Board deems necessary or desirable. Upon receipt by the Secretary of the Corporation of a certification complying with the procedure, the persons specified in the certification shall be deemed, for the purpose or purposes set forth in the certification, to be the holders of record of the number of shares specified instead of the persons making the certification.

ARTICLE IX

REGISTERED SHAREHOLDERS

Section 9.1. Before due presentment for transfer of any shares, the Corporation shall treat the registered owner thereof as the person exclusively entitled to vote, to receive notifications and otherwise to exercise all the rights and powers of an owner, and shall not be bound to recognize any equitable or other claim or interest in such securities, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the Commonwealth of Pennsylvania or Section 8.2 of these Bylaws.

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ARTICLE X

LOST CERTIFICATES

Section 10.1. If the owner of a share certificate claims that it has been lost, destroyed, or wrongfully taken, the Corporation shall issue a new certificate in place of the original certificate if the owner so requests before the Corporation has notice that the certificate has been acquired by a bona fide purchaser, and if the owner has filed with the Corporation an indemnity bond and an affidavit of the facts satisfactory to the Board or its designated agent, and has complied with such other reasonable requirements, if any, as the Board may deem appropriate.

ARTICLE XI

DISTRIBUTIONS

Section 11.1. Distributions. Distributions upon the shares of the Corporation, whether by dividend, purchase or redemption or other acquisition of its shares subject to any provisions of the Articles related thereto, may be authorized by the Board at any regular or special meeting of the Board and may be paid directly or indirectly in cash, in property or by the incurrence of indebtedness by the Corporation.

Section 11.2. Reserves. Before the making of any distributions, there may be set aside out of any funds of the Corporation available for distributions such sum or sums as the Board from time to time, in its absolute discretion, deems proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the Board shall deem conducive to the interests of the Corporation, and the Board may abolish any such reserve in the manner in which it was created.

Section 11.3. Stock Dividends/Splits. Stock dividends or splits upon the shares of the corporation, subject to any provisions of the Articles related thereto, may be authorized by the Board at any regular or special meeting of the Board.

ARTICLE XII

GENERAL PROVISIONS

Section 12.1. Financial Reports to Shareholders. Unless otherwise agreed in a separate writing between the Corporation and a shareholder, the Corporation shall furnish to its shareholders annual financial statements, including at least a balance sheet as of the end of each fiscal year and a statement of income and expenses for the fiscal year. The financial statements shall be prepared on the basis of generally accepted accounting principles, if the Corporation prepares financial statements for the fiscal year on that basis for any purpose, and may be consolidated statements of the Corporation and one or more of its subsidiaries. The financial statements shall be mailed by the Corporation to each of its shareholders entitled thereto within 120 days after the close of each fiscal year and, after the mailing and upon written request, shall be mailed by the Corporation to any shareholder or beneficial owner entitled thereto to whom a copy of the most recent annual financial statements

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has not previously been mailed. Statements

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that are audited or reviewed by a public accountant shall be accompanied by the report of the accountant. In other cases, each copy shall be accompanied by a statement of the person in charge of the financial records of the Corporation:

(a) stating his reasonable belief as to whether or not the financial statements were prepared in accordance with generally accepted accounting principles and, if not, describing the basis of presentation, and

(b) describing any material respects in which the financial statements were not prepared on a basis consistent with those prepared for the previous year.

Section 12.2. Checks and Notes. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers as the Board may from time to time designate; provided, however, that any check or demand for money on the accounts of the Corporation in excess of ten thousand dollars ($10,000) be signed by two authorized signers as designated by the Board.

Section 12.3. Fiscal Year. The fiscal year of the Corporation shall end on December 31.

Section 12.4. Seal. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Pennsylvania.” Such seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced. The affixation of the corporate seal shall not be necessary to the valid execution, assignment or endorsement of any instrument or other document by the Corporation.

Section 12.5. Notices. Whenever, under the provisions of the 1988 BCL or of the Articles or of these Bylaws or otherwise, written notice is required to be given to any person, it may be given to such person either personally or by sending a copy thereof by first class or express mail, postage prepaid, telegram (with messenger service specified), telex, TWX (with answerback received), courier service (with charges prepaid) or telecopier, to his or her address, (or to his or her telex, TWX, telecopier or telephone number), appearing on the books of the Corporation or, in the case of directors, supplied by the director to the Corporation for the purpose of notice. If the notice is sent by mail, telegraph or courier service, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail or with a telegraph office or courier service for delivery to that person. A notice given by telex or TWX shall be deemed to have been given when dispatched.

Section 12.6. Waiver of Notice. Whenever any notice is required to be given by the 1988 BCL or by the Articles or these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to the notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at nor the purpose of a meeting need be specified in the waiver of notice of the meeting. Attendance of a person at any meeting shall constitute a waiver of notice of the meeting, except where any person attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened, and the person so objects at the beginning of the meeting.

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ARTICLE XIII

AMENDMENTS

Section 13.1. Amendments. The Bylaws may be adopted, amended or repealed by a vote of sixty-five percent (65%) of the shareholders entitled to vote thereon at any regular or special meeting duly convened. In the case of a meeting of shareholders, written notice shall be given to each shareholder that the purpose, or one of the purposes, of the meeting is to consider the adoption, amendment or repeal of the Bylaws. There shall be included in, or enclosed with the notice, a copy of the proposed amendment or a summary of the changes to be effected thereby. Any change in the Bylaws shall take effect when adopted unless otherwise provided in the resolution effecting the change.

ARTICLE XIV

INDEMNIFICATION

Section 14.1. Officers and Directors - Direct Actions. The Corporation shall indemnify, to the extent permitted under these Bylaws, any person who was or is a party (other than a party plaintiff suing on his or her own behalf), or who is threatened to be made such a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) arising out of, or in connection with, any actual or alleged act or omission or by reason of the fact that he or she is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another domestic or foreign corporation for profit or not-for-profit, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she met the standard of conduct of (i) acting in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Corporation and (ii) with respect to any criminal proceeding, having no reasonable cause to believe his or her conduct was unlawful. The termination of any action or proceeding by judgment, order, settlement or conviction or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that the person did not act in good faith and in a manner that he or she reasonably believed to be in, or not opposed to, the best interests of the Corporation and, with respect to any criminal proceeding, had reasonable cause to believe that his or her conduct was unlawful.

Section 14.2. Officers and Directors - Derivative Actions. The Corporation shall indemnify any person who was or is a party (other than a party suing in the right of the Corporation), or is threatened to be made a party, to any threatened, pending or completed action by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that the person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another domestic or foreign corporation for profit or not-for-profit, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of the action if he or she met the standard of conduct of acting in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the

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best interests of the

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Corporation. Indemnification shall not be made in respect of any claim, issue or matter as to which the person has been adjudged to be liable to the Corporation unless and only to the extent that the Court of Common Pleas of the judicial district embracing the county in which the registered office of the Corporation is located or the court in which the action was brought determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for the expenses that the Court of Common Pleas or other court deems proper.

Section 14.3. Employees and Agents. The Corporation may, to the extent permitted by the 1988 BCL, indemnify any person who is or was an employee or agent of the Corporation, other than an officer, or is or was serving at the request of the Corporation as an employee or agent of another domestic or foreign corporation for profit or not-for-profit, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him by reason of his service on behalf of the Corporation, provided such person has met the applicable standard of conduct as would apply in any particular instance under the 1988 BCL.

Section 14.4. Mandatory Indemnification. To the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action or proceeding referred to in Sections 14.1, 14.2 or 14.3 of this Article XIV, or in defense of any claim, issue or matter therein, he or she shall be indemnified by the Corporation against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith.

Section 14.5. Advancing Expense. Expenses (including attorneys’ fees) incurred by an officer, director, employee or agent in defending any action or proceeding referred to in this Article XIV may be paid by the Corporation in advance of the final disposition of the action or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it is ultimately determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Article XIV.

Section 14.6. Procedure.

(a) Unless ordered by a court, any indemnification under Section 14.1, 14.2 or 14.3 of this Article XIV shall be made by the Corporation only as authorized in a specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 14.1, 14.2 or 14.3.

(b) Expenses shall be advanced by the Corporation to a director or officer upon a determination that such person has met the applicable standard of conduct set forth in Section 14.1 or 14.2 of this Article and has satisfied the terms set forth in Section 14.5 of this Article.

(c) Expenses may be advanced to an employee or agent of the Corporation upon a determination that such employee or agent has satisfied the terms of Section 14.3 and

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14.5 of this Article and, in view of all the circumstances of the case, such person is fairly and reasonably entitled to advancement of expenses.

(d) All determinations under this Section 14.6 shall be made:

(1) With respect to indemnification under Section 14.3 and advancement of expenses under Section 14.6(c), by the Board by a majority vote.

(2) With respect to indemnification under Section 14.1 or 14.2 and advancement of expenses under Section 14.6(b),

(A) By the Board by a majority vote of a quorum consisting of directors who were not parties to such action or proceeding, or

(B) If such a quorum is not obtainable, or, if obtainable and if a majority vote of a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or

(C) By the shareholders.

Section 14.7. Nonexclusivity of Indemnification.

(a) The indemnification and advancement of expenses provided by, or granted pursuant to, this Article XIV shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any Bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to actions in his or her official capacity and as to actions in another capacity while holding that office. Sections 1728 (relating to interested directors; quorum) and 1770 (relating to interested shareholders) of the 1988 BCL shall be applicable to any Bylaw, contract or transaction authorized by the directors under this Section 14.7. The Corporation may create a fund of any nature, which may, but need not be, under the control of a trustee, or otherwise secure or insure in any manner its indemnification obligations, whether arising under or pursuant to this Article XIV or otherwise.

(b) Indemnification pursuant to Section 14.7(a) shall not be made in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness.

(c) Indemnification pursuant to Section 14.7(a) under any Bylaw, agreement, vote of shareholders or directors or otherwise, may be granted for any action taken or any failure to take any action and may be made whether or not the Corporation would have the power to indemnify the person under any other provision of law except as provided in this Section 14.7 and whether or not the indemnified liability arises or arose from any threatened or pending or completed action by or in the right of the Corporation.

Section 14.8. Insurance. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another domestic or foreign corporation for profit or not-for-profit,

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partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against that liability under the provisions of this Article XIV.

Section 14.9. Past Officers and Directors. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article XIV shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent of the Corporation and shall inure to the benefit of the heirs and personal representatives of that person.

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EX-3.219

Exhibit 3.219

Articles of Incorporation of

RIVER MEDICAL INCORPORATED

an Arizona Corproation

The undersigned Incorporators do hereby adopt the following Articles of Incorporation:

1.The name of the Corporation is RIVER MEDICAL INCORPORATED

2.The purpose of the Corporation is the transaction of any and all lawful business which corporations may be incorporated under the laws of the State of Arizona, as may be amended from time to time.

3.The Corporation initially intends to engage in the following business AMBULANCE SERVICE AND MEDICAL SUPPLIES

4.The Corporation shall have the authority to issue one million shares of common stock with a par value of one dollar ($1.00) each.

5.The name and address of the initial statutory agent of the Corporation is

FRANK J. FOTI

Name

1516 OCOTILLO AVE

Address

PARKER                ARIZONA                             85344

City                                                         State                                                       Zip

6.The initial Board of Directors shall consist of two (2).  The names and addresses of the first Board of Directors are

Michael J. White

Name

P. O. Box 651

Address

Parker                                     Arizona                  85344

City                                                         State                                                       Zip

Frank J. Foti

Name

1516 Ocotillo Ave

Address

Paerker                   Arizona                                  85344

City                                                         State                                                       Zip

The Directors are also the Incorporators.

7.The fiscal year of the Corporation shall end on the last day of the month in which these Articles are filed.

DATED	July 18, 1983
		/s/ Michael J. White
		Signature
		/s/ Frank J. Foti
		Signature

EX-3.220

Exhibit 3.220

BY-LAWS

OF

RIVER MEDICAL, INC. dba PARKER AMBULANCE SERVICE

ARTICLE I.  OFFICES

The principal office of the corporation in the State of Arizona shall be located in the City of Parker, at 1516 Ocotillo Ave., County of Yuma/La Paz.  The corporation may have such other offices, either within or without the State of Arizona, as the Board of Directors may designate or as the business of the corporation may require from time to time.

ARTICLE II.  SHAREHOLDERS

SECTION 1.  Annual Meeting.  The annual meeting of the shareholders shall be held on the 19th Day in the month of August in each year, beginning with the year 1983, the hour of 1:00 o’clock p.m., for the purpose of electing Directors and for the transaction of such other business as may come before the meeting.  If the day fixed for the annual meeting shall be a legal holiday in the State of Arizona, such meeting shall be held on the next succeeding business day.  If the election of Directors shall not be held on the day designated herein for any annual meeting of the shareholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as conveniently may be.

SECTION 2.  Special Meetings.  Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the

President or by the Board of Directors, and shall be called by the President at the request of the holders of not less than forty-eight (48) per cent of all the outstanding shares of the corporation entitled to vote at the meeting.

SECTION 3.  Place of Meeting.  The Board of Directors may designate any place, either within or without the State of Arizona unless otherwise prescribed by statute, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors.  A waiver of notice signed by all shareholders entitled to vote at a meeting may designate any place, either within or without the State of Arizona, unless otherwise prescribed by statute, as the place for the holding of such meeting.  If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the corporation in the State of Arizona.

SECTION 4.  Notice of Meeting.  Written notice stating the place, day and hour of the meeting and, in case of special meeting, the purpose or purposes for which the meeting is called, shall unless otherwise prescribed by statute, be delivered not less than seven (7) nor more than  ten (10) days before the date of the meeting, either personally or by mail, by or at the direction of the President, or the Secretary, or the persons calling the meeting, to each shareholder of record entitled to vote at such meeting.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the stock transfer books of the corporation, with postage thereon prepaid.

SECTION 5.  Closing of Transfer Books or Fixing of Record Date.  For the purpose of determining shareholders entitled to notice of or to vote at any meeting of

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shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, 19 days.  If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least 19 days immediately preceding such meeting.  In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than 19 days and, in case of a meeting of shareholders, not less than 19 days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken.  If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders.  When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

SECTION 6.  Voting Lists.  The officer or agent having charge of the stock transfer books for shares of the corporation shall make a complete list of the shareholders entitled to vote at each meeting of shareholders or any adjournment thereof, arranged in

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alphabetical order, with the address of and the number of shares held by each.  Such list shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purposes thereof.

SECTION 7.  Quorum.  A majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders.  If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice.  At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed.  The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

SECTION 8.  Proxies.  At all meetings of shareholders, a shareholder may vote in person or by proxy executed in writing by shareholder or by his duly authorized attorney in fact.  Such proxy shall be filed with the secretary of the corporation before or at the time of the meeting.  No proxy shall be valid after one (1) month from the date of its execution, unless otherwise provided in the proxy.

SECTION 9.  Voting of Shares.  Subject to the provisions of Section 12 of this Article II, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

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SECTION 10.  Voting of Shares by Certain Holders.  Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the by-laws of such corporation may prescribe, or, in the absence of such provision, as the board of directors of such corporation may determine.

Shares held by an administrator, executor, guardian or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name.  Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

Shares of its own stock belonging to the corporation shall not be voted, directly or indirectly, at any meeting, and shall not be counted in determining the total number of outstanding shares at any given time.

SECTION 11.  Informal Action by Shareholders.  Unless otherwise provided by law, any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting if a

5

consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

SECTION 12.  Cumulative Voting.  Unless otherwise provided by law, at each election for Directors every shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are Directors to be elected and for whose election he has a right to vote, or to cumulate his votes by giving one candidate as many votes as the number of such Directors multiplied by the number of his shares shall equal, or by distributing such votes on the same principle among any number of candidates.

ARTICLE III.  BOARD OF DIRECTORS

SECTION 1.  General Powers.  The business and affairs of the corporation shall be managed by its Board of Directors.

SECTION 2.  Number, Tenure and Qualifications.  The number of directors of the corporation shall be two (2).  Each director shall hold office until the next annual meeting of shareholders and until his successor shall have been elected and qualified.

SECTION 3.  Regular Meetings.  A regular meeting of the Board of Directors shall be held without other notice than this by-law immediately after, and at the same place as, the annual meeting of shareholders.  The Board of Directors may provide, by resolution, the time and place for the holding of additional regular meetings without other notice than such resolution.

SECTION 4.  Special Meetings.  Special meetings of the Board of Directors may be called by or at the request of the President or any two directors.  The person or persons

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authorized to call special meetings of the Board of Directors may fix the place for holding any special meeting of the Board of Directors called by them.

SECTION 5.  Notice.  Notice of any special meeting shall be given at least seven (7) days previously thereto by written notice delivered personally or mailed to each director at his business address, or by telegram.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid.  If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company.  Any director may waive notice of any meeting.  The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

SECTION 6.  Quorum.  A majority of the number of directors fixed by Section 2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

SECTION 7.  Manner of Acting.  The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

SECTION 8.  Action Without A Meeting.  Any action that may be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so to be taken, shall be signed before such action by all of the Directors.

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SECTION 9.  Vacancies.  Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors, unless otherwise provided by law.  A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.  Any directorship to be filled by reason of an increase in the number of directors may be filled by election by the Board of Directors for a term of office continuing only until the next election of Directors by the shareholders.

SECTION 10.  Compensation.  By resolution of the Board of Directors, each Director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors, and may be paid a stated salary as director or a fixed sum for attendance at each meeting of the Board of Directors or both.  No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

SECTION 11.  Presumption of Assent.  A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting.  Such right to dissent shall not apply to a Director who voted in favor of such action.

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ARTICLE IV.  OFFICERS

SECTION 1.  Number.  The officers of the corporation shall be a President, a Vice-President, a Secretary and a Treasurer, each of whom shall be elected by the Board of Directors.  Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors.

SECTION 2.  Election and Term of Office.  The officers of the corporation to be elected by the Board of Directors shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the shareholders.  If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be.  Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

SECTION 3.  Removal.  Any officer or agent may be removed by the Board of Directors whenever in its judgment, the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.  Election or appointment of an officer or agent shall not of itself create contract rights.

SECTION 4.  Vacancies.  A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

SECTION 5.  President.  The President shall be the principal executive officer of the corporation and, subject to the control of the Board of Directors, shall in general

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supervise and control all of the business and affairs of the corporation.  He shall, when present, preside at all meetings of the shareholders and of the Board of Directors.  He may sign, with the Secretary or any other proper officer of the corporation thereunto authorized by the Board of Directors, certificates for shares of the corporation, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these By-Laws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

SECTION 6.  Vice-President.  In the absence of the President or in event of his death, inability or refusal to act, the Vice-President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.  The Vice-President shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

SECTION 7.  Secretary.  The Secretary shall:  (a) keep the minutes of the proceedings of the shareholders and of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents the execution of which on behalf of the corporation under its seal is duly authorized; (d) keep a register of the postoffice address of each shareholder

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which shall be furnished to the Secretary by such shareholder; (e) sign with the President, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the corporation; and (g) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

SECTION 8.  Treasurer.  The Treasurer shall:  (a) have charge and custody of and be responsible for all funds and securities of the corporation; (b) receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of Article V of these By-Laws; and (c) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.  If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.

SECTION 9.  Salaries.  The salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation.

ARTICLE V.  CONTRACTS, LOANS, CHECKS AND DEPOSITS

SECTION 1.  Contracts.  The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument

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in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

SECTION 2.  Loans.  No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors.  Such authority may be general or confined to specific instances.

SECTION 3.  Checks, drafts, etc.  All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

SECTION 4.  Deposits.  All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as the Board of Directors may select.

ARTICLE VI.  CERTIFICATES FOR SHARES AND THEIR TRANSFER

SECTION 1.  Certificates for Shares.  Certificates representing shares of the corporation shall be in such form as shall be determined by the Board of Directors.  Such certificates shall be signed by the President and by the Secretary or by such other officers authorized by law and by the Board of Directors so to do, and sealed with the corporate seal.  All certificates for shares shall be consecutively numbered or otherwise identified.  The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books

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of the corporation.  All certificates surrendered to the corporation for transfer shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

SECTION 2.  Transfer of Shares.  Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative, who shell furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender for cancellation of the certificate for such shares.  The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes,

ARTICLE VII.  FISCAL YEAR

The fiscal year of the corporation shall begin on the 1st day of August and end on the 31st day of July in each year.

ARTICLE VIII.  DIVIDENDS

The Board of Directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its articles of incorporation.

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ARTICLE IX.  CORPORATE SEAL

The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation and the words, “Corporate Seal”.

ARTICLE X.  WAIVER OF NOTICE

Unless otherwise provided by law, whenever any notice is required to be given to any shareholder or director of the corporation under the provisions of these By-Laws or under the provisions of the articles of incorporation or under the provisions of the Business Corporation Act, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XI.  AMENDMENTS

These By-Laws may be altered, amended or repealed and new By-Laws may be adopted by the Board of Directors at any regular or special meeting of the Board of Directors.

(This section should be changed to require the By-Laws to be amended by the shareholders by a majority vote or by such other vote as may be required by law in those states where By-Laws ere required to be amended by the shareholders.)

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EX-3.221

Exhibit 3.221

CERTIFICATE OF FORMATION
OF
SEAWALL ACQUISITION, LLC

TO THE SECRETARY OF STATE
OF THE STATE OF DELAWARE

The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the “Delaware Limited liability Company Act”) hereby certifies that:

ARTICLE I

NAME

The name of the limited liability company is Seawall Acquisition, LLC (the “Company”).

ARTICLE II

INITIAL REGISTERED OFFICE AND REGISTERED AGENT

The address of the registered office and the name and address of the registered agent of the limited liability company required to be maintained by Section 18-104 of the Delaware Limited Liability Company Act is 2711 Centerville Road, Suite 400, Wilmington, Delaware, and the name of the registered agent of the limited liability company in the State of Delaware at such address is Corporation Service Company.

IN WITNESS WHEREOF, the undersigned authorized agent of the Company has executed this Certificate of Formation as of the 16th day of April, 2010.

By:	/s/ Christopher I. Humber
	Christopher I. Humber, Authorized Person

EX-3.222

Exhibit 3.222

OPERATING AGREEMENT

SEAWALL ACQUISITION, LLC

This Operating Agreement (the “Agreement”) of Seawall Acquisition, LLC, a Delaware limited liability company (the “Company”), is made as of April 28, 2010, by the entity set forth on Exhibit A hereto (the “Member”).

NOW, THEREFORE, the parties agree as follows:

1.             Name.  The name of the Company is Seawall Acquisition, LLC.

2.             Purposes and Powers.  The Company is organized for the purpose of engaging in any lawful act or activity for which a limited liability company may be organized under the laws of the State of Delaware.

3.             Term.  The Company commenced upon the filing of the Company’s Certificate of Formation in the Office of the Secretary of State of the State of Delaware and shall continue until the Manager (as defined below) consents to the Company’s dissolution.

4.             Member; Capital Commitments; Membership Units.  The economic interests in the Company shall be represented by membership interest units (the “Units”).  The Member’s interest in the Company, including the Member’s interest in income, gains, losses, deductions and expenses of the Company and the right to vote on certain matters as provided in this Agreement, shall be represented by the Units owned by the Member.  The ownership of Units shall entitle the Member to allocations of income and loss and other items and distributions of cash and other property as set forth in this Agreement.  Each Unit shall entitle the Member owning such Unit to one vote on any matter voted on by the Member as provided in this Agreement or as required by applicable law.  The name, place of residence and capital commitment (“Capital Commitment”) to the Company of the Member and the number of Units held by the Member are set forth on Exhibit A attached hereto and incorporated herein by reference.  The Member shall contribute the Member’s Capital Commitment to the Company upon the execution of this Agreement in accordance with Exhibit A.  In no event shall the Member be required to contribute any amount in excess of the Member’s Capital Commitment as set forth on Exhibit A.

5.             Management.  The Company shall be managed under the direction of a manager (the “Manager”) who shall be responsible for setting policies and procedures for the operation of the Company.  William A. Sanger is hereby designated as the initial Manager of the Company.  Except as set forth herein, the management and operation of the Company is vested exclusively in the Manager and the Manager shall have the power on behalf of and in the name of the Company to carry out and implement any and all of the objects and purposes of the Company.  The Manager may, from time to time, delegate to one or more persons (including any Member, officer or employee of the Company) such authority and responsibility as the Manager may deem advisable.  Any delegation pursuant to this section may be revoked at any time by the Manager.  The Manager hereby designates to the officers of the Company the authority and responsibilities

for the day-to-day ordinary course operation of the Company.  The officers of the Company shall conduct the day to day operations of the Company in accordance with and subject to the policies, procedures and guidelines approved and adopted by the Manager.  As of the date of this Agreement the officers of the Company shall be:  (i) William A. Sanger, Chief Executive Officer, (ii) Mark E. Bruning, President, (iii) Randel G. Owen, Executive Vice President and Principal Financial Officer, (iv) Timothy Dorn, Divisional Chief Financial Officer (v) R. Jason Standifird, Chief Accounting Officer (vi) Todd G. Zimmerman, Executive Vice President and Secretary, (vii) Steven W. Ratton, Jr., Executive Vice President and Treasurer, (viii) Kimberly Norman, Senior Vice President, (ix) Steven Murphy, Senior Vice President, (x) Louis K. Meyer, Senior Vice President and (xi) Benjamin Johnson, Assistant Secretary.

6.             Allocations and Certain Tax Matters.  A capital account will be maintained for the Member in accordance with the rules set forth in Treasury Regulation Section 1.704- 1(b)(2)(iv).  All income, gains, losses and expenses of the Company will be allocated (for capital accounting and income tax purposes) so as to cause the sum of (1) the Member’s capital account, (2) the Member’s share of “partnership minimum gain” (as defined in Treasury Regulation Section 1.704-2(b)(2)), and (3) the Member’s “partner nonrecourse debt minimum gain” (as determined in accordance with Treasury Regulation Section 1.704-2(i)(3)), to be equal to the amount that would be distributed to the Member under this Agreement if the Company were to (a) liquidate the assets of the Company for an amount equal to the book value of such property as determined for capital account purposes as of the end of such fiscal period and (b) distribute the proceeds in accordance with the distribution provision of this Agreement.

7.             Distributions to the Member.  To the extent available after meeting the financial obligations of the Company, and after providing any necessary reserves as determined by the Manager, the Company shall distribute cash and other assets to the Member in a manner determined by the Manager, at such times and on such terms and conditions as deemed appropriate by the Manager.

8.             Liability of the Member.  Except as otherwise required by applicable law and as explicitly set forth in this Agreement, the Member shall have any personal liability whatever in such Member’s capacity as a Member, whether to the Company, to the creditors of the Company or to any other third party, for the debts, liabilities, commitments or any other obligations of the Company or for any losses of the Company, and therefore, the Member shall be liable only to contribute the Member’s Capital Commitment to the Company as set forth on Exhibit A, subject to the terms and conditions of this Agreement, The Member, as such, shall not be required to lend any funds to the Company or to make any additional contribution of capital to the Company.  The Member may, with the consent of the Manager, make loans to the Company, and any loan by the Member to the Company shall not be considered to be a capital contribution,

9.             Exculpation.  The Manager, the Manager’s members, directors, officers and partners (collectively, the “Manager Affiliates”) and the officers of the Company shall not be liable to the Member or any director, officer or partner of the Company for any conduct or actions, except for conduct or actions adjudged not to have been undertaken in good faith or to constitute recklessness, willful misconduct, gross negligence, a knowing violation of law or an intentional material breach of this Agreement.  The Manager, the Manager Affiliates and officers of the Company may consult with counsel and accountants respecting Company affairs and shall

2

be fully protected and justified in acting in accordance with the advice of counsel or accountants, provided they have been selected with reasonable care.

10.          Indemnification.  The Company shall indemnify, out of the assets of the Company only, the Manager, the Manager’s Affiliates and the officers of the Company, and their respective agents, to the fullest extent permitted by law and shall save and hold them harmless from and in respect of all (a) reasonable fees, costs, and expenses, including legal fees, paid in connection with or resulting from any claim, action, or demand against the Company, the Member, the Manager, the officers of the Company, or their respective agents that arise out of or in any way relate to the Company, the Company’s properties, business or affairs and (b) such claims, actions, and demands and any losses or damages resulting from such claims, actions and demands, including amounts paid in settlement or compromise (if recommended by attorneys for the Company) of any such claim, action or demand; provided, however, that this indemnity shall not extend to conduct not undertaken in good faith nor to any conduct that constitutes recklessness, willful misconduct, gross negligence, a knowing violation of law or an intentional and material breach of this Agreement.  Expenses incurred by any indemnified person in defending a claim or proceeding covered by this section shall be paid by the Company in advance of the final disposition of such claim or proceeding provided the indemnified person undertakes to repay such amount if it is ultimately determined that such person was not entitled to be indemnified.  The provisions of this section shall remain in effect as to each indemnified person whether or not such indemnified person continues to serve in the capacity that entitled such person to be indemnified.

11.          Liquidation.  Upon termination, the Company shall be dissolved and wound-up.  The Manager shall proceed with the orderly sale or liquidation of the assets of the Company and shall apply and distribute the proceeds of such sale or liquidation in the following order of priority, unless otherwise required by law: (a) first, to pay all expenses of liquidation; (b) second, to pay all creditors of the Company in the order of priority provided by law or otherwise; (c) third, to the establishment of any reserve that the Manager may deem necessary (such reserve may be paid over to an escrow agent); and (d) fourth, to the Member.  A reasonable amount of time shall be allowed for the orderly liquidation of the assets of the Company and the discharge of liabilities to creditors so as to enable the Manager to minimize the losses attendant upon such liquidation.

12.          Amendments.  The terms and provisions of this Agreement may be modified or amended at any time and from time to time with the written consent of the Manager and the Member.

13.          Miscellaneous.  This Agreement constitutes the full, complete, and final operating agreement of the Company and shall be binding upon the heirs, personal representatives and other successors of the Member.  This Agreement shall be construed in accordance with the internal laws of the State of Delaware, without reference to such state’s conflicts of law principles.

[REMAINDER INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, this Operating Agreement has been executed as of the date first above written.

MEMBER:
AMERICAN MEDICAL RESPONSE, INC.
By;	/s/ William a. Sanger
Name:	William A. Sanger
Title:	Chief Executive Officer

THE SECURITIES EVIDENCED BY THIS OPERATING AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURTIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS PURSUANT TO SEC RULE 144 OR THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT.

SIGNATURE PAGE
SEAWALL ACQUISITION, LLC OPERATING AGREEMENT

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EXHIBIT A

SEAWALL ACQUISITION, LLC

Member Name & Address	Units	Capital Commitment
American Medical Response, Inc. 6200 S. Syracuse Way, Suite 200 Greenwood Village, CO 80111	1,000	$	1.00

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EX-3.223

Exhibit 3.223

CERTIFICATE OF INCORPORATION

OF

SEMINOLE COUNTY AMBULANCE ACQUISITION, INC.

ARTICLE I

NAME OF CORPORATION

The name of this corporation is

Seminole County Ambulance Acquisition, Inc.

ARTICLE II

REGISTERED OFFICE

The address of the registered office of the corporation in the state of Delaware is 32 Loockerman Square, Suite L-100, in the City of Dover, County of Kent, and the name of its registered agent at that address is The Prentice-Hall Corporation System, Inc.

ARTICLE III

PURPOSE

The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

ARTICLE IV

AUTHORIZED CAPITAL STOCK

The corporation shall be authorized to issue one class of stock to be designated Common Stock; the total number of shares which the corporation shall have authority to issue is one thousand (1,000), and each such share shall have a par value of one cent ($.01).

ARTICLE V

INCORPORATOR

The name and mailing address of the incorporator of the corporation is:

Gerard A. Thompson

620 Newport Central Drive, Suite 1450

Newport Beach, California 92660

ARTICLE VI

BOARD POWER REGARDING BYLAWS

In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized to make, repeal, alter, amend and rescind the bylaws of the corporation.

ARTICLE VII

ELECTION OF DIRECTORS

Elections of directors need not be by written ballot unless the bylaws of the corporation shall so provide.

ARTICLE VIII

LIMITATION OF DIRECTOR LIABILITY

To the fullest extent permitted by the Delaware General Corporation Law as the same exists or may hereafter be amended, a director of the corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. If the Delaware General Corporation Law is amended after the date of the filing of this Certificate of Incorporation to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended from time to time. No repeal or modification of this Article VIII by the stockholders shall adversely affect any right or protection of a director of the corporation existing by virtue of this Article VIII at the time of such repeal or modification.

ARTICLE IX

CORPORATE POWER

The corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred on stockholders herein are granted subject to this reservation.

ARTICLE X

CREDITOR COMPROMISE OR ARRANGEMENT

Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application

2

of any receiver or receivers appointed for this corporation under the provisions of section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation to do business both within and without the State of Delaware, and in pursuance of the Delaware General Corporation Law, does hereby make and file this Certificate.

Date: March 25, 1992

/s/ Gerard A. Thompson

Gerard A. Thompson

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CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

SEMINOLE COUNTY AMBULANCE ACQUISITION, INC.

Seminole County Ambulance Acquisition, Inc., a corporation organized under the General Corporation Law of the State of Delaware (the “Corporation”), hereby certifies as follows:

1.       Article I of the Certificate of Incorporation of the Corporation is hereby amended to read in its entirety as follows:

“ARTICLE I

The name of the Corporation is Seminole County Ambulance, Inc.”

2.      The amendment set forth has been duly approved by the directors of the Corporation and by the stockholders entitled to vote thereon.

3.      The amendment set forth was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, I, the undersigned, being the president of the Corporation, for the purpose of amending the Certificate of Incorporation of the Corporation pursuant to Section 242 of the General Corporation Law of the State of Delaware, do make and file this certificate, hereby declaring and certifying that the facts herein stated are true, and accordingly have hereunto set my hand, this 21 day of August, 1992.

	/s/ George B. DeHuff III
	George B. DeHuff III
Attest:
/s/ Gerard A. Thompson
Gerard A. Thompson
Assistant Secretary

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CERTIFICATE OF CHANGE OF REGISTERED AGENT

AND

REGISTERED OFFICE

* * * * *

Seminole County Ambulance, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

The present registered agent of the corporation is

The Prentice-Hall Corporation System, Inc. and the present registered office of the corporation is in the county of New Castle.

The Board of Directors of Seminole County Ambulance, Inc. adopted the following resolution on the 22 day of November, 1995.

Resolved, that the registered office of Seminole County Ambulance, Inc. in the state of Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, and the authorization of the present registered agent of this corporation be and the same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby constituted and appointed the registered agent of this corporation at the address of its registered office.

IN WITNESS WHEREOF, Seminole County Ambulance, Inc. has caused this statement to be signed by Robert H. Byrne, its Secretary*, this 22 day of November, 1995.

/s/	X
Secretary
(Title)

*Any authorized officer or the chairman or Vice-Chairman of the Board of Directors may execute this certificate.

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CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

AND OF REGISTERED AGENT

OF

SEMINOLE COUNTY AMBULANCE, INC.

It is hereby certified that:

1.             The name of the corporation (hereinafter called the “corporation”) is:

SEMINOLE COUNTY AMBULANCE, INC.

2.             The registered office of the corporation within the State of Delaware is hereby changed to 2711 Centerville Road, Suite 400, City of Wilmington 19808, County of New Castle.

3.             The registered agent of the corporation within the State of Delaware is hereby changed to Corporation Service Company, the business office of which is identical with the registered office of the corporation as hereby changed.

4.             The corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on March 8, 2006

	/s/ Todd Zimmerman
Name: Todd Zimmerman
Title: Ex. Vice President

EX-3.224

Exhibit 3.224

SEMINOLE COUNTY AMBULANCE ACQUISITION, INC.

(a Delaware corporation)

BYLAWS

ARTICLE I

Offices

SECTION 1.01 Registered Office. The registered office of Seminole County Ambulance Acquisition, Inc. (hereinafter called the “Corporation”) in the State of Delaware shall be at 32 Loockerman Square, City of Dover, County of Kent, and the name of the registered agent in charge thereof shall be The Prentice-Hall Corporation System, Inc.

SECTION 1.02 Other Offices. The Corporation may also have an office or offices at such other place or places, either within or without the State of Delaware, as the Board of Directors (hereinafter called the “Board”) may from time to time determine or as the business of the Corporation may require.

ARTICLE II

Meetings of Stockholders

SECTION 2.01 Annual Meetings. Annual meetings of the stockholders of the Corporation for the purpose of electing directors and for the transaction of such other proper business as may come before such meetings may be held at such time, date and place as the Board shall determine by resolution.

SECTION 2.02 Special Meetings. A special meeting of the stockholders for the transaction of any proper business may be called at any time by the Board or by the President.

SECTION 2.03 Place of Meetings. All meetings of the stockholders shall be held at such places, within or without the State of Delaware, as may from time to time be designated by the person or persons calling the respective meeting and specified in the respective notices or waivers of notice thereof.

SECTION 2.04 Notice of Meetings. Except as otherwise required by law, notice of each meeting of the stockholders, whether annual or special, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder of record entitled to vote at such meeting by delivering a typewritten or printed notice thereof to him personally, or by depositing such notice in the United States mail, in a postage prepaid envelope, directed to him at his post office address furnished by him to the Secretary of the Corporation for such purpose or, if he shall not have furnished to the Secretary his address for

such purpose, then at his post office address last known to the Secretary, or by transmitting a notice thereof to him at such address by telegraph, cable, or wireless. Except as otherwise expressly required by law, no publication of any notice of a meeting of the stockholders shall be required. Every notice of a meeting of the stockholders shall state the place, date and hour of the meeting, and, in the case of a special meeting, shall also state the purpose or purposes for which the meeting is called. Notice of any meeting of stockholders shall not be required to be given to any stockholder who shall have waived such notice and such notice shall be deemed waived by any stockholder who shall attend such meeting in person or by proxy, except as a stockholder who shall attend such meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Except as otherwise expressly required by law, notice of any adjourned meeting of the stockholders need not be given if the time and place thereof are announced at the meeting at which the adjournment is taken.

SECTION 2.05 Quorum. Except in the case of any meeting for the election of directors summarily ordered as provided by law, the holders of record of a majority in voting interest of the shares of stock of the Corporation entitled to be voted thereat, present in person or by proxy, shall constitute a quorum for the transaction of business at any meeting of the stockholders of the Corporation or any adjournment thereof. In the absence of a quorum at any meeting or any adjournment thereof, a majority in voting interest of the stockholders present in person or by proxy and entitled to vote thereat or, in the absence therefrom of all the stockholders, any officer entitled to preside at, or to act as secretary of, such meeting may adjourn such meeting from time to time. At any such adjourned meeting at which a quorum is present any business may be transacted which might have been transacted at the meeting as originally called.

SECTION 2.06 Voting.

(a) Each stockholder shall, at each meeting of the stockholders, be entitled to vote in person or by proxy each share or fractional share of the stock of the Corporation having voting rights on the matter in question and which shall have been held by him and registered in his name on the books of the Corporation:

(i) on the date fixed pursuant to Section 6.05 of these Bylaws as the record date for the determination of stockholders entitled to notice of and to vote at such meeting, or

(ii) if no such record date shall have been so fixed, then (a) at the close of business on the day next preceding the day on which notice of the meeting shall be given or (b) if notice of the meeting shall be waived, at the close of business on the day next preceding the day on which the meeting shall be held.

(b) Shares of its own stock belonging to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors in such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor

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be counted for quorum purposes. Persons holding stock of the Corporation in a fiduciary capacity shall be entitled to vote such stock. Persons whose stock is pledged shall be entitled to vote, unless in the transfer by the pledgor on the books of the Corporation he shall have expressly empowered the pledgee to vote thereon, in which case only the pledgee, or his proxy, may represent such stock and vote thereon. Stock having voting power standing of record in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants in common, tenants by entirety or otherwise, or with respect to which two or more persons have the same fiduciary relationship, shall be voted in accordance with the provisions of the General Corporation Law of the State of Delaware.

(c) Any such voting rights may be exercised by the stockholder entitled thereto in person or by his proxy appointed by an instrument in writing, subscribed by such stockholder or by his attorney thereunto authorized and delivered to the secretary of the meeting; provided, however, that no proxy shall be voted or acted upon after three years from its date unless said proxy shall provide for a longer period. The attendance at any meeting of a stockholder who may theretofore have given a proxy shall not have the effect of revoking the same unless he shall in writing so notify the secretary of the meeting prior to the voting of the proxy. At any meeting of the stockholders all matters, except as otherwise provided in the Certificate of Incorporation, in these Bylaws or by law, shall be decided by the vote of a majority in voting interest of the stockholders present in person or by proxy and entitled to vote thereat and thereon, a quorum being present. The vote at any meeting of the stockholders on any question need not be by ballot, unless so directed by the chairman of the meeting. On a vote by ballot each ballot shall be signed by the stockholder voting, or by his proxy, if there be such proxy, and it shall state the number of shares voted.

SECTION 2.07 List of Stockholders. The Secretary of the Corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

SECTION 2.08 Judges. If at any meeting of the stockholders a vote by written ballot shall be taken on any question, the chairman of such meeting may appoint a judge or judges to act with respect to such vote. Each judge so appointed shall first subscribe an oath faithfully to execute the duties of a judge at such meeting with strict impartiality and according to the best of his ability. Such judges shall decide upon the qualification of the voters and shall report the number of shares represented at the meeting and entitled to vote on such question, shall conduct and accept the votes, and, when the voting is completed, shall ascertain and report the number of shares voted respectively for and against the question. Reports of judges shall be in writing and subscribed and delivered by them to the Secretary of the Corporation. The judges need not be stockholders of the Corporation, and any officer of the Corporation may be a judge

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on any question other than a vote for or against a proposal in which he shall have a material interest.

SECTION 2.09 Action Without Meeting. Any action required to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III

Board of Directors

SECTION 3.01 General Powers. The property, business and affairs of the Corporation shall be managed by the Board.

SECTION 3.02 Number and Term of Office. The number of directors shall be two (2). Directors need not be stockholders. Each of the directors of the Corporation shall hold office until his successor shall have been duly elected and shall qualify or until he shall resign or shall have been removed in the manner hereinafter provided.

SECTION 3.03 Election of Directors. The directors shall be elected annually by the stockholders of the Corporation and the persons receiving the greatest number of votes, up to the number of directors to be elected, shall be the directors.

SECTION 3.04 Resignations. Any director of the Corporation may resign at any time by giving written notice to the Board or to the Secretary of the Corporation. Any such resignation shall take effect at the time specified therein, or, if the time be not specified, it shall take effect immediately upon its receipt; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

SECTION 3.05 Vacancies. Except as otherwise provided in the Certificate of Incorporation, any vacancy in the Board, whether because of death, resignation, disqualification, an increase in the number of directors, or any other cause, may be filled by vote of the majority of the remaining directors, although less than a quorum. Each director so chosen to fill a vacancy shall hold office until his successor shall have been elected and shall qualify or until he shall resign or shall have been removed in the manner hereinafter provided.

SECTION 3.06 Place of Meeting, Etc. The Board may hold any of its meetings at such place or places within or without the State of Delaware as the Board may from time to time by resolution designate or as shall be designated by the person or persons calling the meeting or in the notice or a waiver of notice of any such meeting. Directors may participate in

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any regular or special meeting of the Board by means of conference telephone or similar communications equipment pursuant to which all persons participating in the meeting of the Board can hear each other, and such participation shall constitute presence in person at such meeting.

SECTION 3.07 First Meeting. The Board shall meet as soon as practicable after each annual election of directors and notice of such first meeting shall not be required.

SECTION 3.08 Regular Meetings. Regular meetings of the Board may be held at such times as the Board shall from time to time by resolution determine. If any day fixed for a regular meeting shall be a legal holiday at the place where the meeting is to be held, then the meeting shall be held at the same hour and place on the next succeeding business day not a legal holiday. Except as provided by law, notice of regular meetings need not be given.

SECTION 3.09 Special Meetings. Special meetings of the Board shall be held whenever called by the President or a majority of the authorized number of directors. Except as otherwise provided by law or by these Bylaws, notice of the time and place of each such special meeting shall be mailed to each director, addressed to him at his residence or usual place of business, at least five (5) days before the day on which the meeting is to be held, or shall be sent to him at such place by telegraph or cable or be delivered personally not less than forty-eight (48) hours before the time at which the meeting is to be held. Except where otherwise required by law or by these Bylaws, notice of the purpose of a special meeting need not be given. Notice of any meeting of the Board shall not be required to be given to any director who is present at such meeting, except a director who shall attend such meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

SECTION 3.10 Quorum and Manner of Acting. Except as otherwise provided in these Bylaws or by law, the presence of a majority of the authorized number of directors shall be required to constitute a quorum for the transaction of business at any meeting of the Board, and all matters shall be decided at any such meeting, a quorum being present, by the affirmative votes of a majority of the directors present. In the absence of a quorum, a majority of directors present at any meeting may adjourn the same from time to time until a quorum shall be present. Notice of any adjourned meeting need not be given. The directors shall act only as a Board, and the individual directors shall have no power as such.

SECTION 3.11 Action by Consent. Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting if a written consent thereto is signed by all members of the Board or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board or committee.

SECTION 3.12 Removal of Directors. Subject to the provisions of the Certificate of Incorporation, any director may be removed at any time, either with or without cause, by the affirmative vote of the stockholders having a majority of the voting power of the Corporation given at a special meeting of the stockholders called for the purpose.

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SECTION 3.13 Compensation. The directors shall receive only such compensation for their services as directors as may be allowed by resolution of the Board. The Board may also provide that the Corporation shall reimburse each such director for any expense incurred by him on account of his attendance at any meetings of the Board or Committees of the Board. Neither the payment of such compensation nor the reimbursement of such expenses shall be construed to preclude any director from serving the Corporation or its subsidiaries in any other capacity and receiving compensation therefor.

SECTION 3.14 Committees. The Board may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. Any such committee, to the extent provided in the resolution of the Board and except as otherwise limited by law, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. Any such committee shall keep written minutes of its meetings and report the same to the Board at the next regular meeting of the Board. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member.

ARTICLE IV

Officers

SECTION 4.01 Number. The officers of the Corporation shall be a President, one or more Vice Presidents (the number thereof and their respective titles to be determined by the Board), a Secretary and a Treasurer.

SECTION 4.02 Election, Term of Office and Qualifications. The officers of the Corporation, except such officers as may be appointed in accordance with Section 4.03, shall be elected annually by the Board at the first meeting thereof held after the election thereof. Each officer shall hold office until his successor shall have been duly chosen and shall qualify or until his resignation or removal in the manner hereinafter provided.

SECTION 4.03 Assistants, Agents and Employees, Etc. In addition to the officers specified in Section 4.01, the Board may appoint other assistants, agents and employees as it may deem necessary or advisable, including one or more Assistant Secretaries, and one or more Assistant Treasurers, each of whom shall hold office for such period, have such authority, and perform such duties as the Board may from time to time determine. The Board may delegate to any officer of the Corporation or any committee of the Board the power to appoint, remove and prescribe the duties of any such assistants, agents or employees.

SECTION 4.04 Removal. Any officer, assistant, agent or employee of the Corporation may be removed, with or without cause, at any time: (i) in the case of an officer, assistant, agent or employee appointed by the Board, only by resolution of the Board; and (ii) in

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the case of an officer, assistant, agent or employee, by any officer of the Corporation or committee of the Board upon whom or which such power of removal may be conferred by the Board.

SECTION 4.05 Resignations. Any officer or assistant may resign at any time by giving written notice of his resignation to the Board or the Secretary of the Corporation. Any such resignation shall take effect at the time specified therein, or, if the time be not specified, upon receipt thereof by the Board or the Secretary, as the case may be; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

SECTION 4.06 Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or other cause, may be filled for the unexpired portion of the term thereof in the manner prescribed in these Bylaws for regular appointments or elections to such office.

SECTION 4.07 The President. The President of the Corporation shall be the chief executive officer of the Corporation and shall have, subject to the control of the Board, general and active supervision and management over the business of the Corporation and over its several officers, assistants, agents and employees.

SECTION 4.08 The Vice Presidents. Each Vice President shall have such powers and perform such duties as the Board may from time to time prescribe. At the request of the President, or in case of the President’s absence or inability to act upon the request of the Board, a Vice President shall perform the duties of the President and when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President.

SECTION 4.09 The Secretary. The Secretary shall, if present, record the proceedings of all meetings of the Board, of the stockholders, and of all committees of which a secretary shall not have been appointed in one or more books provided for that purpose; he shall see that all notices are duly given in accordance with these Bylaws and as required by law; he shall be custodian of the seal of the Corporation and shall affix and attest the seal to all documents to be executed on behalf of the Corporation under its seal; and, in general, he shall perform all the duties incident to the office of Secretary and such other duties as may from time to time be assigned to him by the Board.

SECTION 4.10 The Treasurer. The Treasurer shall have the general care and custody of the funds and securities of the Corporation, and shall deposit all such funds in the name of the Corporation in such banks, trust companies or other depositories as shall be selected by the Board. He shall receive, and give receipts for, moneys due and payable to the Corporation from any source whatsoever. He shall exercise general supervision over expenditures and disbursements made by officers, agents and employees of the Corporation and the preparation of such records and reports in connection therewith as may be necessary or desirable. He shall, in general, perform all other duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board.

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SECTION 4.11 Compensation. The compensation of the officers of the Corporation shall be fixed from time to time by the Board. None of such officers shall be prevented from receiving such compensation by reason of the fact that he is also a director of the Corporation. Nothing contained herein shall preclude any officer from serving the Corporation, or any subsidiary corporation, in any other capacity and receiving such compensation by reason of the fact that he is also a director of the Corporation. Nothing contained herein shall preclude any officer from serving the Corporation, or any subsidiary corporation, in any other capacity and receiving proper compensation therefor.

ARTICLE V

Contracts, Checks, Drafts, Bank Accounts, Etc.

SECTION 5.01 Execution of Contracts. The Board, except as in these Bylaws otherwise provided, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances; and unless so authorized by the Board or by these Bylaws, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or in any amount.

SECTION 5.02 Checks, Drafts, Etc. All checks, drafts or other orders for payment of money, notes or other evidence of indebtedness, issued in the name of or payable to the Corporation, shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by resolution of the Board. Each such officer, assistant, agent or attorney shall give such bond, if any, as the Board may require.

SECTION 5.03 Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board may select, or as may be selected by any officer or officers, assistant or assistants, agent or agents, or attorney or attorneys of the Corporation to whom such power shall have been delegated by the Board. For the purpose of deposit and for the purpose of collection for the account of the Corporation, the President, any Vice President or the Treasurer (or any other officer or officers, assistant or assistants, agent or agents, or attorney or attorneys of the Corporation who shall from time to time be determined by the Board) may endorse, assign and deliver checks, drafts and other orders for the payment of money which are payable to the order of the Corporation.

SECTION 5.04. General and Special Bank Accounts. The Board may from time to time authorize the opening and keeping of general and special bank accounts with such banks, trust companies or other depositories as the Board may select or as may be selected by any officer or officers, assistant or assistants, agent or agents, or attorney or attorneys of the Corporation to whom such power shall have been delegated by the Board. The Board may make such special rules and regulations with respect to such bank accounts, not inconsistent with the provisions of these Bylaws, as it may deem expedient.

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ARTICLE VI

Shares and Their Transfer

SECTION 6.01 Certificates for Stock. Every owner of stock of the Corporation shall be entitled to have a certificate or certificates, to be in such form as the Board shall prescribe, certifying the number and class of shares of the stock of the Corporation owned by him. The certificates representing shares of such stock shall be numbered in the order in which they shall be issued and shall be signed in the name of the Corporation by the President or a Vice President, and by the Secretary or an Assistant Secretary or by the Treasurer or an Assistant Treasurer. Any of or all of the signatures on the certificates may be a facsimile. In case any officer, transfer agent or registrar who has signed, or whose facsimile signature has been placed upon, any such certificate, shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, such certificate may nevertheless be issued by the Corporation with the same effect as though the person who signed such certificate, or whose facsimile signature shall have been placed thereupon, were such officer, transfer agent or registrar at the date of issue. A record shall be kept of the respective names of the persons, firms or corporations owning the stock represented by such certificates, the number and class of shares represented by such certificates, respectively, and the respective dates thereof, and in case of cancellation, the respective dates of cancellation. Every certificate surrendered to the Corporation for exchange or transfer shall be cancelled and no new certificate or certificates shall be issued in exchange for any existing certificate until such existing certificate shall have been so cancelled, except in cases provided for in Section 6.04.

SECTION 6.02 Transfers of Stock. Transfers of shares of stock of the Corporation shall be made only on the books of the Corporation by the registered holder thereof, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary, or with a transfer clerk or a transfer agent appointed as provided in Section 6.03, and upon surrender of the certificate or certificates for such shares properly endorsed and the payment of all taxes thereon. The person in whose name shares of stock stand on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation. Whenever any transfer of shares shall be made for collateral security, and not absolutely, such fact shall be so expressed in the entry of transfer if, when the certificate or certificates shall be presented to the Corporation for transfer, both the transferor and the transferee request the Corporation to do so.

SECTION 6.03 Regulations. The Board may make such rules and regulations as it may deem expedient, not inconsistent with these Bylaws, concerning the issue, transfer and registration of certificates for shares of the stock of the Corporation. It may appoint, or authorize any officer or officers to appoint, one or more transfer clerks or one or more transfer agents and one or more registrars, and may require all certificates for stock to bear the signature or signatures of any of them.

SECTION 6.04 Lost, Stolen, Destroyed, and Mutilated Certificates. In any case of loss, theft, destruction, or mutilation of any certificate of stock, another may be issued in its place upon proof of such loss, theft, destruction, or mutilation and upon the giving of a bond

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of indemnity to the Corporation in such form and in such sum as the Board may direct; provided, however, that a new certificate may be issued without requiring any bond when, in the judgment of the Board, it is proper so to do.

SECTION 6.05 Fixing Date for Determination of Stockholders of Record. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any other change, conversion or exchange of stock or for the purpose of any other lawful action, the Board may fix, in advance, a record date, which shall not be more than 60 nor less than 10 days before the date of such meeting, nor more than 60 days prior to any other action. If in any case involving the determination of stockholders for any purpose other than notice of or voting at a meeting of stockholders or expressing consent to corporate action without a meeting the Board shall not fix such a record date, the record date for determining stockholders for such purpose shall be the close of business on the day on which the Board shall adopt the resolution relating thereto. A determination of stockholders entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of such meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.

ARTICLE VII

Indemnification

SECTION 7.01 Action, Etc. Other Than by or in the Right of the Corporation. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, that he had reasonable cause to believe that his conduct was unlawful.

SECTION 7.02 Actions, Etc., by or in the Right of the Corporation. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer,

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employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

SECTION 7.03 Determination of Right of Indemnification. Any indemnification under Section 7.01 or 7.02 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 7.01 and 7.02. Such determination shall be made (i) by the Board by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iii) by the stockholders.

SECTION 7.04 Indemnification Against Expenses of Successful Party. Notwithstanding the other provisions of this Article, to the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 7.01 or 7.02, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

SECTION 7.05 Prepaid Expenses. Expenses incurred by an officer or director in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board in the specific case upon receipt of an undertaking by or on behalf of the director or officer to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation as authorized in this Article. Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board deems appropriate.

SECTION 7.06 Other Rights and Remedies. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any Bylaws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

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SECTION 7.07 Insurance. Upon resolution passed by the Board, the Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article.

SECTION 7.08 Constituent Corporations. For the purposes of this Article, references to “the Corporation” include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation, so that any person who is or was a director, officer, employee or agent of such a constituent corporation or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Article with respect to the resulting or surviving corporation as he would if he had served the resulting or surviving corporation in the same capacity.

SECTION 7.09 Other Enterprises, Fines, and Serving at Corporation’s Request. For purposes of this Article, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article.

ARTICLE VIII

Miscellaneous

SECTION 8.01 Seal. The Board shall provide a corporate seal, which shall be in the form of a circle and shall bear the name of the Corporation and words and figures showing that the Corporation was incorporated in the State of Delaware and the year of incorporation.

SECTION 8.02 Waiver of Notices. Whenever notice is required to be given by these Bylaws or the Certificate of Incorporation or by law, the person entitled to said notice may waive such notice in writing, either before or after the time stated therein, and such waiver shall be deemed equivalent to notice.

SECTION 8.03 Amendments. These Bylaws, or any of them, may be altered, amended or repealed, and new Bylaws may be made, (i) by the Board, by vote of a majority of the number of directors then in office as directors, acting at any meeting of the Board, or (ii) by the stockholders, at any annual meeting of stockholders, without previous

12

notice, or at any special meeting of stockholders, provided that notice of such proposed amendment, modification, repeal or adoption is given in the notice of special meeting. Any Bylaws made or altered by the stockholders may be altered or repealed by either the Board or the stockholders.

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CERTIFICATE OF ASSISTANT SECRETARY

I, the undersigned, do hereby certify:

1. That I am the duly elected and acting Assistant Secretary of Seminole County Ambulance Acquisition, Inc., a Delaware corporation; and

2. That the foregoing bylaws, comprising 16 pages, constitute the bylaws of said corporation as duly adopted by action of the sole stockholder or board of directors of the Corporation.

IN WITNESS WHEREOF, 1 have executed this Certificate as Assistant Secretary of the Corporation effective as of this 27 day of March, 1992.

/s/ Gerard A. Thompson

Gerard A. Thompson

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SEMINOLE COUNTY AMBULANCE, INC.

Action by Written Consent of Sole Director

The undersigned, being the sole director of Seminole County Ambulance, Inc., a Delaware corporation, hereby consents to the following action and adopts the following resolution:

RESOLVED: The By-laws of the Corporation be and are hereby amended to fix the number of Directors of the Corporation to one.

This consent shall be filed with the minutes of meetings of the directors of this corporation and shall be treated for all purposes as action taken at a meeting.

Sole Director

DATED: February 7, 2005

EX-3.225

Exhibit 3.225

ARTICLES OF INCORPORATION

OF

SPRINGS AMBULANCE SERVICE, INC.

KNOW ALL MEN BY THESE PRESENTS:

That we, the undersigned, have this day voluntarily associated ourselves together for the purpose of forming a corporation under the laws of the State of California, and we do certify:

FIRST: That the name of the corporation shall be:

SPRING AMBULANCE SERVICE, INC.

SECOND: That the purposes for which this corporation is formed are:

(a) The principal business of the corporation is the operation of an ambulance service;

(b) To buy, lease, acquire, own, hold, sell, let and otherwise dispose of property of all kinds, both real and personal, that may be necessary, incident or convenient for the carrying on of said business;

(c) To enter into, make, perform and carry out contracts of every kind for any lawful purpose, without limit as to the amount, with any person, firm, association or corporation, municipality, county, parish, state, territory, government or other municipal or governmental subdivision;

(d) To become a partner (either general or limited or both) and to enter into agreements or partnership with one or more other persons or corporations for the purpose of carrying on any business whatsoever which this corporation may deem proper or convenient in connection with any of the purposes herein set forth or otherwise, or which may be calculated,

directly or indirectly, to promote the interests of this corporation or to enhance the value of its property or business;

(e) To borrow and lend money, but nothing herein contained shall be construed as authorizing the business of banking, or as including the business purposes of a commercial bank, savings bank or trust company;

(f) To issue bonds, notes, debentures or other obligations of the corporation from time to time for any of the objects or purposes of this corporation, and to secure the same by mortgage, deed of trust, pledge or otherwise, or to issue the same unsecured; to purchase or otherwise acquire its own bonds, debentures or other evidences of its indebtedness or obligations; to purchase, hold, sell and transfer the shares of its own capital stock to the extent and in the manner provided by the laws of the State of California, as the same are now in force or may be hereafter amended;

(g) To carry on any business whatsoever, either as principal or as agent, or both, or as a partnership, which this corporation may deem proper or convenient in connection with any of the foregoing purposes or otherwise, or which may be calculated directly or indirectly to promote the interests of this corporation, or to enhance the value of its property or business; to conduct its business in this state or in other states; in the District of Columbia; in the territories and colonies of the United States, and in foreign countries.

The foregoing statement of purposes shall be construed as a statement of both purposes and powers, and the purposes and powers stated in each clause shall, except where otherwise expressed, be in nowise limited or restricted by reference to or inference from the terms or provisions of any other clause, but shall be regarded as independent purposes and powers.

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THIRD: That the principal office for the transaction of business of the corporation is to be located at 889 Calle Tomas, in the City of Palm Springs, County of Riverside, State of California.

FOURTH: That this corporation is authorized to issue only one class or kind of shares of stock, the total number of which is seven hundred fifty shares (750), of the aggregate par value of Seventy Five Thousand Dollars ($75,000.00), and with a par value of One Hundred Dollars ($100.00) per share.

FIFTH: Each shareholder shall be entitled to full pre-emptive or preferential rights to purchase, or to subscribe for his proportionate part of any and all issues of shares or other securities which may at any time be issued by this corporation.

SIXTH: That the number of directors of said corporation shall be three (3), who need not be shareholders, and the names and addresses of the persons who are appointed until the first annual meeting of shareholders, or until the selection and qualification of their successors, are:

FRANK MULLER	805 N. Indian Avenue
	Palm Springs,
	California
CHARLES F. MULLER	889 Calle Tomas
	Palm Springs,
	California
ALLAN S. REICHLE	805 Calle Tomas
	Palm Springs,
	California

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In Witness Whereof, we have hereunto affixed our signatures this 29th day of April, 1966.

/s/ Frank Muller

FRANK MULLER

/s/ Charles F. Muller

CHARLES F. MULLER

/s/ Allan S. Reichle

ALLAN S. REICHLE

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STATE OF CALIFORNIA	)
	) ss
COUNTY OF RIVERSIDE	)

On the 29th day of April, 1966, before me James Hollowell, a Notary Public in and for said County and State, residing therein, duly commissioned and sworn, personally appeared FRANK MULLER, CHARLES F. MULLER and ALLAN S. REICHLE, known to me to be the persons whose names are subscribed to the foregoing instrument, and acknowledged to me that they executed the same.

In Witness Whereof, I have hereunto set my hand and affixed my official seal in the City of Palm Springs, County of Riverside, State of California, the day and year first above written.

/s/ James Hollowell

Notary Public in and for

Said County and State

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CERTIFICATE OF AMENDMENT

OF

ARTICLES OF INCORPORATION

CHARLES F. MULLER and ALLAN S. REICHLE certify:

1. We are the president and secretary, respectively, of SPRINGS AMBULANCE SERVICE, INC., a California corporation.

2. That at a meeting of the Board of Directors of said corporation, duly held at Palm Springs, California, on June 10, 1970, the following resolution was adopted:

“RESOLVED, that so much of Article SIXTH of the Articles of Incorporation of this corporation as reads, ‘That the number of directors of said corporation shall be three (3)’ is amended to read, ‘That the number of directors of said corporation shall be four (4).’”

3. That the shareholders adopted said amendment by resolution. That the wording of the amended article is set forth in the shareholders’ resolution is the same as that set forth in the directors’ resolution in paragraph 2 of this Certificate.

4. That the number of shares which so voted for the adoption of said amendment is 110, and that the total number of shares entitled to vote on or consent to said amendment is 110.

We declare under penalty of perjury that the matters herein set forth are true of our own knowledge. Executed at Palm Springs, California, on October 16, 1970.

/s/ Charles F. Muller

CHARLES F. MULLER, President

/s/ Allan S. Reichle

ALLAN S. REICHLE, Secretary

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CERTIFICATE OF AMENDMENT

OF

ARTICLES OF INCORPORATION

OF

SPRINGS AMBULANCE SERVICE, INC.

Allan S. Reichle and Diane Reichle hereby certify that:

1. They are the President and Secretary, respectively, of SPRINGS AMBULANCE SERVICE, INC. a California corporation.

2. ARTICLE SEVENTH is hereby added to the Articles of Incorporation of this Corporation as follows:

“The liability of the Directors of the Corporation for monetary damages shall be eliminated to the fullest extent permissible under California law.”

3. ARTICLE EIGHTH is hereby added to the Articles of Incorporation of this Corporation as follows:

“The Corporation is authorized to provide indemnification of agents (as defined in Section 317 of the Corporations Code) for breach of duty to the Corporation and its shareholders through bylaw provisions or through agreements with the agents, or both, in excess of the indemnification otherwise permitted by Section 317 of the Corporations Code, subject to the limits of such excess indemnification set forth in Section 204 of the Corporations Code.”

4. The foregoing amendments of Articles of Incorporation have been duly approved by the Board of Directors.

5. The foregoing amendments of Articles of Incorporation have been duly approved by the required vote of shareholders in accordance with Section 902 of the Corporations Code. The total number of outstanding shares of this Corporation is 110. The number of shares voting in favor of the Amendment was 100%.

/s/ Allan S. Reichle

Allan S. Reichle, President

Signature continued next page . . .

7

/s/ Dianne Reichle

Dianne Reichle, Secretary

The undersigned declare under penalty of perjury that the matters set forth in the foregoing Certificate are true of their own knowledge.

Executed at Palm Springs, California, on this 10 day of August, 1988.

/s/ Allan S. Reichle

Allan S. Reichle

/s/ Dianne Reichle

Dianne Reichle

8

AGREEMENT OF MERGER BETWEEN

SPRINGS ACQUISITION, INC.

and

SPRINGS AMBULANCE SERVICE, INC.

(under Section 1101 of the General Corporation Law of the State of California)

This Agreement of Merger is entered into between Springs Ambulance Service, Inc., a California corporation (herein “Surviving Corporation”), and Springs Acquisition, Inc., a California corporation (herein “Merging Corporation”) and a wholly owned subsidiary of American Medical Response, Inc., a Delaware corporation, on November 7, 1996. The Surviving Corporation and the Merging Corporation agree as follows:

1. Merging Corporation shall be merged into Surviving Corporation (the “Merger”).

2. Each share of common stock of Merging Corporation outstanding immediately prior to the Merger shall be converted into one fully paid and non-assessable share of common stock of the Surviving Corporation, and each share of common stock of Surviving Corporation outstanding immediately prior to the Merger shall be converted into a right to receive its pro rata share of $4,100,000, of which amount $2,100,000 shall be paid in cash, and the remaining $2,000,000 to be paid in the form of a subordinated promissory note.

3. Merging Corporation shall from time to time, as and when requested by Surviving Corporation, execute and deliver all such documents and instruments and take all such action necessary or desireable to evidence or carry out this Merger.

4. The effect of the Merger and the effective date of the Merger are as prescribed by law.

IN WITNESS WHEREOF the parties have executed this Agreement on the date first above written.

SPRINGS ACQUISITION, INC	SPRINGS AMBULANCE SERVICE, INC.
/s/ Greg Guckes	/s/ Allan S. Reichle
GREG GUCKES, President	ALLAN S. REICHLE, President
/s/ William Seymour	/s/ Dianne J. Reichle
WILLIAM SEYMOUR, Secretary	DIANNE J. REICHLE, Secretary

9

SPRINGS AMBULANCE SERVICE, INC.

CERTIFICATE OF APPROVAL

OF

AGREEMENT OF MERGER

The undersigned do hereby certify that:

1. We are the President and Secretary, respectively, of Springs Ambulance Service, Inc., a California corporation.

2. The Agreement of Merger in the form attached hereto was duly approved by the shareholders and the directors of the corporation.

3. The shareholder approval was by 100% of the outstanding shares of the corporation.

4. There is only one class of shares and the number of shares outstanding is 110.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this Certificate are true and correct of our own knowledge.

Dated: 11-6, 1996.

/s/ Allan S. Reichle

ALLAN S. REICHLE, President

/s/ Dianne J. Reichle

DIANNE J. REICHLE, Secretary

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SPRINGS ACQUISITION, INC.

CERTIFICATE OF APPROVAL

OF

AGREEMENT OF MERGER

The undersigned do hereby certify that:

1. We are the President and Secretary, respectively, of Springs Acquisition, Inc., a California corporation.

2. The Agreement of Merger in the form attached hereto was duly approved by the shareholders and the directors of the corporation.

3. The shareholder approval was by 100% of the outstanding shares of the corporation.

4. There is only one class of shares and the number of shares outstanding is 100.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this Certificate are true and correct of our own knowledge.

Dated: November 5, 1996.

/s/ Gregory K. Guckes

GREGORY B. GUCKES, President

/s/ William A. Seymour

WILLIAM A. SEYMOUR, Secretary

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CERTIFICATE OF AMENDMENT

OF

ARTICLES OF INCORPORATION

The undersigned certify that:

1. They are the Vice President and Assistant Secretary of the corporation.

2. The name of the corporation is Springs Ambulance Service, Inc.

3. Article VI of the Articles of Incorporation of this corporation is amended to read as follows:

“That the number of directors of said corporation shall be one (1).”

4. The foregoing amendment has been duly approved by the Board of Directors.

5. The foregoing amendment of the Articles of Incorporation has been duly approved by the required vote of shareholders in accordance with Section 902 of the Corporations Code. The total number of outstanding shares of this Corporation is 110. The number of shares voting in favor of the Amendment was 100%.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

Date: 11/1/00

/s/ Gino Porazzo

Gino Porazzo, Asst. Secretary

/s/ Lori Evans

Lori A. E. Evans, Vice President

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EX-3.226

Exhibit 3.226

BY-LAWS

OF

THE SUBSIDIARIES OF

AMERICAN MEDICAL RESPONSE, INC.

Section 1. LAW, CERTIFICATE OF INCORPORATION

AND BY-LAWS

1.1. These by-laws are subject to the certificate of incorporation of the corporation. In these by-laws, references to law, the certificate of incorporation and by-laws mean the law, the provisions of the certificate of incorporation and the by-laws as from time to time in effect.

Section 2. STOCKHOLDERS

2.1. Annual Meeting. The annual meeting of stockholders shall be held at 10:00 am on the second Tuesday in May in each year, unless that day be a legal holiday at the place where the meeting is to be held, in which case the meeting shall be held at the same hour on the next succeeding day not a legal holiday, or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect a board of directors and transact such other business as may be required by law or these by-laws or as may properly come before the meeting.

2.2. Special Meetings. A special meeting of the stockholders may be called at any time by the chairman of the board, if any, the president or the board of directors. A special meeting of the stockholders shall be called by the secretary, or in the case of the death, absence, incapacity or refusal of the secretary, by an assistant secretary or some other officer, upon application of a majority of the directors. Any such application shall state the purpose or purposes of the proposed meeting. Any such call shall state the place, date, hour, and purposes of the meeting.

2.3. Place of Meeting. All meetings of the stockholders for the election of directors or for any other purpose shall be held at such place within or without the state of incorporation as may be determined from time to time by the chairman of the board, if any, the president or the board of directors. Any adjourned session of any meeting of the stockholders shall be held at the place designated in the vote of adjournment.

2.4. Notice of Meetings. Except as otherwise provided by law, a written notice of each meeting of stockholders stating the place, day and hour thereof and, in the case of a special meeting, the purposes for which the meeting is called, shall be given not less then ten nor more than sixty days before the meeting, to each stockholder entitled to vote thereat, and to each stockholder who, by law, by the certificate of incorporation or by these by-laws, is entitled to notice, by leaving such notice with him or at his residence or usual place of business, or by depositing it in the United States mail, postage prepaid, and addressed to such stockholder at his address as it appears in the records of the corporation. Such notice shall be given by the secretary, or by

an officer or person designated by the board of directors, or in the case of a special meeting by the officer calling the meeting. As to any adjourned session of any meeting of stockholders, notice of the adjourned meeting need not be given if the time and place thereof are announced at the meeting at which the adjournment was taken except that if the adjournment is for more than thirty days or if after the adjournment a new record date is set for the adjourned session, notice of any such adjourned session of the meeting shall be given in the manner heretofore described. No notice of any meeting of stockholders or any adjourned session thereof need be given to a stockholder if a written waiver of notice, executed before or after the meeting or such adjourned session by such stockholder, is filed with the records of the meeting or if the stockholder attends such meeting without objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the stockholders or any adjourned session thereof need be specified in any written waiver of notice.

2.5. Quorum of Stockholders. At any meeting of the stockholders a quorum as to any matter shall consist of a majority of the votes entitled to be cast on the matter, except where a larger quorum is required by law, by the certificate of incorporation or by these by-laws. Any meeting may be adjourned from time to time by a majority of the votes properly cast upon the question, whether or not a quorum is present. If a quorum is present at an original meeting, a quorum need not be present at an adjourned session of that meeting. Shares of its own stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of any corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

2.6. Action by Vote. When a quorum is present at any meeting, a plurality of the votes properly cast for election to any office shall elect to such office and a majority of the votes properly cast upon any question other than an election to an office shall decide the question, except when a larger vote is required by law, by the certificate of incorporation or by these by-laws. No ballot shall be required for any election unless requested by a stockholder present or represented at the meeting and entitled to vote in the election.

2.7. Action without Meetings. Unless otherwise provided in the certificate of incorporation, any action required or permitted to be taken by stockholders for or in connection with any corporate action may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in the state of incorporation by hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. No written consent shall be effective to take the corporate action referred to therein unless written consents signed by a number of stockholders sufficient to take such action are delivered to the corporation in the manner specified in this paragraph within sixty days of the earliest dated consent so delivered.

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If action is taken by consent of stockholders and in accordance with the foregoing, there shall be filed with the records of the meetings of stockholders the writing or writings comprising such consent.

If action is taken by less than unanimous consent of stockholders, prompt notice of the taking of such action without a meeting shall be given to those who have not consented in writing and a certificate signed and attested to by the secretary that such notice was given shall be filed with the records of the meetings of stockholders.

In the event that the action which is consented to is such as would have required the filing of a certificate under any provision of the General Corporation Law of the State of Delaware, if such action had been voted upon by the stockholders at a meeting thereof, the certificate filed under such provision shall state, in lieu of any statement required by such provision concerning a vote of stockholders, that written consent has been given under Section 228 of said General Corporation Law and that written notice has been given as provided in such Section 228.

2.8. Proxy Representation. Every stockholder may authorize another person or persons to act for him by proxy in all matters in which a stockholder is entitled to participate, whether by waiving notice of any meeting, objecting to or voting or participating at a meeting, or expressing consent or dissent without a meeting. Every proxy must be signed by the stockholder or by his attorney-in-fact. No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally. The authorization of a proxy may but need not be limited to specified action, provided, however, that if a proxy limits its authorization to a meeting or meetings of stockholders, unless otherwise specifically provided such proxy shall entitle the holder thereof to vote at any adjourned session but shall not be valid after the final adjournment thereof.

2.9. Inspectors. The directors or the person presiding at the meeting may, and shall if required by applicable law, appoint one or more inspectors of election and any substitute inspectors to act at the meeting or any adjournment thereof. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspectors shall make a report in writing of any challenge, question or matter determined by them and execute a certificate of any fact found by them.

2.10. List of Stockholders. The secretary shall prepare and make, at least

3

ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in his name. The stock ledger shall be the only evidence as to who are stockholders entitled to examine such list or to vote in person or by proxy at such meeting.

Section 3. BOARD OF DIRECTORS

3.1. Number. The corporation shall have one or more directors, the number shall be consistent with applicable law and shall be determined from time to time by vote of a majority of the directors then in office. No director need be a stockholder.

3.2. Tenure. Each director shall hold office until the next annual meeting and until his successor is elected and qualified, or until he sooner dies, resigns, is removed or becomes disqualified.

3.3. Powers. The business and affairs of the corporation shall be managed by or under the direction of the board of directors who shall have and may exercise all the powers of the corporation and do all such lawful acts and things as are not by law, the certificate of incorporation or these by-laws directed or required to be exercised or done by the stockholders.

3.4. Vacancies. Vacancies and any newly created directorships resulting from any increase in the number of directors may be filled by vote of the holders of the particular class or series of stock entitled to elect such director at a meeting called for the purpose, or by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, in each case elected by the particular class or series of stock entitled to elect such directors. When one or more directors shall resign from the board, effective at a future date, a majority of the directors then in office, including those who have resigned, who were elected by the particular class or series of stock entitled to elect such resigning director or directors shall have power to fill such vacancy or vacancies, the vote or action by writing thereon to take effect when such resignation or resignations shall become effective. The directors shall have and may exercise all their powers notwithstanding the existence of one or more vacancies in their number, subject to any requirements of law or of the certificate of incorporation or of these by-laws as to the number of directors required for a quorum or for any vote or other actions.

3.5. Committees. The board of directors may, by vote of a majority of the whole board, (a) designate, change the membership of or terminate the existence of any committee or committees, each committee to consist of one or more of the directors; (b) designate one or more directors as alternate members of any such committee who may replace any absent or disqualified member at any meeting of the committee; and (c) determine the extent to which each such committee shall have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation, including the power to authorize the seal of the corporation to be affixed to all papers which require it and the power and authority to declare dividends or to authorize the issuance of stock; excepting, however, such powers which by law, by the certificate of incorporation or by these by-laws they are prohibited from so delegating. In the absence or disqualification of any member of such committee and his alternate, if any, the member or members thereof present at any meeting and not

4

disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Except as the board of directors may otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by the board or such rules, its business shall be conducted as nearly as may be in the same manner as is provided by these by-laws for the conduct of business by the board of directors. Each committee shall keep regular minutes of its meetings and report the same to the board of directors upon request.

3.6. Regular Meetings. Regular meetings of the board of directors may be held without call or notice at such places within or without the State of Delaware and at such times as the board may from time to time determine, provided that notice of the first regular meeting following any such determination shall be given to absent directors. A regular meeting of the directors may be held without call or notice immediately after and at the same place as the annual meeting of stockholders.

3.7. Special Meetings. Special meetings of the board of directors may be held at any time and at any place within or without the state of incorporation designated in the notice of the meeting, when called by the chairman of the board, if any, the president, or by one-third or more in number of the directors, reasonable notice thereof being given to each director by the secretary or by the chairman of the board, if any, the president or any one of the directors calling the meeting.

3.8. Notice. It shall be reasonable and sufficient notice to a director to send notice by mail or overnight courier at least forty-eight hours or by telegram at least twenty-four hours before the meeting addressed to him at his usual or last known business or residence address or to give notice to him in person or by telephone at least twenty-four hours before the meeting. Notice of a meeting need not be given to any director if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. Neither notice of a meeting nor a waiver of a notice need specify the purposes of the meeting.

3.9. Quorum. Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, at any meeting of the directors a majority of the directors then in office shall constitute a quorum; a quorum shall not in any case be less than one-third of the total number of directors constituting the whole board. Any meeting may be adjourned from time to time by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

3.10. Action by Vote. Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, when a quorum is present at any meeting the vote of a majority of the directors present shall be the act of the board of directors.

3.11. Action Without a Meeting. Any action required or permitted to be taken at any meeting of the board of directors or a committee thereof may be taken without a meeting if all the members of the board or of such committee, as the case may be, consent thereto in writing, and such writing or writings are filed with the records of the meetings of the board or of such committee. Such consent shall be treated for all purposes as the act of the board or of such

5

committee, as the case may be.

3.12. Participation in Meetings by Conference Telephone. Members of the board of directors, or any committee designated by such board, may participate in a meeting of such board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other or by any other means permitted by law. Such participation shall constitute presence in person at such meeting.

3.13. Compensation. In the discretion of the board of directors, each director may be paid such fees for his services as director and be reimbursed for his reasonable expenses incurred in the performance of his duties as director as the board of directors from time to time may determine. Nothing contained in this section shall be construed to preclude any director from serving the corporation in any other capacity and receiving reasonable compensation therefor.

3.14. Interested Directors and Officers.

(a) No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of the corporation’s directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if:

(1) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or

(2) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or

(3) The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the board of directors, a committee thereof, or the stockholders.

(b) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes the contract or transaction.

Section 4. OFFICERS AND AGENTS

4.1. Enumeration; Qualification. The officers of the corporation shall be a president, a treasurer, a secretary and such other officers, if any, as the board of directors from time to time may in its discretion elect or appoint including without limitation a chairman of the board, one or more vice presidents and a controller. The corporation may also have such agents, if any,

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as the board of directors from time to time may in its discretion choose. Any officer may be but none need be a director or stockholder. Any two or more offices may be held by the same person. Any officer may be required by the board of directors to secure the faithful performance of his duties to the corporation by giving bond in such amount and with sureties or otherwise as the board of directors may determine.

4.2. Powers. Subject to law, to the certificate of incorporation and to the other provisions of these by-laws, each officer shall have, in addition to the duties and powers herein set forth, such duties and powers as are commonly incident to his office and such additional duties and powers as the board of directors may from time to time designate.

4.3. Election. The officers may be elected by the board of directors at their first meeting following the annual meeting of the stockholders or at any other time. At any time or from time to time the directors may delegate to any officer their power to elect or appoint any other officer or any agents.

4.4. Tenure. Each officer shall hold office until his respective successor is chosen and qualified unless a shorter period shall have been specified by the terms of his election or appointment, or in each case until he sooner dies, resigns, is removed or becomes disqualified. Each agent shall retain his authority at the pleasure of the directors, or the officer by whom he was appointed or by the officer who then holds agent appointive power.

4.5. Chairman of the Board of Directors, President and Vice President. The chairman of the board, if any, shall have such duties and powers as shall be designated from time to time by the board of directors. Unless the board of directors otherwise specifies, the chairman of the board, or if there is none the chief executive officer, shall preside, or designate the person who shall preside, at all meetings of the stockholders and of the board of directors.

Unless the board of directors otherwise specifies, the president shall be the chief executive officer and shall have direct charge of all business operations of the corporation and, subject to the control of the directors, shall have general charge and supervision of the business of the corporation.

Any vice presidents shall have such duties and powers as shall be set forth in these by-laws or as shall be designated from time to time by the board of directors or by the president.

4.6. Treasurer and Assistant Treasurers. Unless the board of directors otherwise specifies, the treasurer shall be in charge of the corporation’s funds and valuable papers, and shall have such other duties and powers as may be designated from time to time by the board of directors or by the president. If no controller is elected, the treasurer shall, unless the board of directors otherwise specifies, also have the duties and powers of the controller. Any assistant treasurers shall have such duties and powers as shall be designated from time to time by the board of directors, the president or the treasurer.

4.7. Controller and Assistant Controllers. If a controller is elected, he shall, unless the board of directors otherwise specifies, be in charge of its books of account and accounting records, and of its accounting procedures. He shall have such other duties and powers as may be designated from time to time by the board of directors, the president or the treasurer. Any assistant

7

controller shall have such duties and powers as shall be designated from time to time by the board of directors, the president, the treasurer or the controller.

4.8. Secretary and Assistant Secretaries. The secretary shall record all proceedings of the stockholders, of the board of directors and of committees of the board of directors in a book or series of books to be kept therefor and shall file therein all actions by written consent of stockholders or directors. In the absence of the secretary from any meeting, an assistant secretary, or if there be none or he is absent, a temporary secretary chosen at the meeting, shall record the proceedings thereof. Unless a transfer agent has been appointed the secretary shall keep or cause to be kept the stock and transfer records of the corporation, which shall contain the names and record addresses of all stockholders and the number of shares registered in the name of each stockholder. He shall have such other duties and powers as may from time to time be designated by the board of directors or the president. Any assistant secretaries shall have such duties and powers as shall be designated from time to time by the board of directors, the president or the secretary.

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Section 5. RESIGNATIONS AND REMOVALS

5.1. Any director or officer may resign at any time by delivering his resignation in writing to the chairman of the board, if any, the president, or the secretary or to a meeting of the board of directors. Such resignation shall be effective upon receipt unless specified to be effective at some other time, and without in either case the necessity of its being accepted unless the resignation shall so state. A director (including persons elected by stockholders or directors to fill vacancies in the board) may be removed from office with or without cause by the vote of the holders of a majority of the issued and outstanding shares of the particular class or series entitled to vote in the election of such director. The board of directors may at any time remove any officer either with or without cause. The board of directors may at any time terminate or modify the authority of any agent.

Section 6. VACANCIES

6.1. If the office of the president or the treasurer or the secretary becomes vacant, the directors may elect a successor by vote of a majority of the directors then in office. If the office of any other officer becomes vacant, any person or body empowered to elect or appoint that officer may choose a successor. Each such successor shall hold office for the unexpired term, and in the case of the president, the treasurer and the secretary until his successor is chosen and qualified or in each case until he sooner dies, resigns, is removed or becomes disqualified. Any vacancy of a directorship shall be filled as specified in Section 3.4 of these by-laws.

Section 7. CAPITAL STOCK

7.1. Stock Certificates. Each stockholder shall be entitled to a certificate stating the number and the class and the designation of the series, if any, of the shares held by him, in such form as shall, in conformity to law, the certificate of incorporation and the by-laws, be prescribed from time to time by the board of directors. Such certificate shall be signed by the chairman or vice chairman of the board, or the president or a vice president and by the treasurer or an assistant treasurer or by the secretary or an assistant secretary. Any of or all the signatures on the certificate may be a facsimile. In case an officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the time of its issue.

7.2. Loss of Certificates. In the case of the alleged theft, loss, destruction or mutilation of a certificate of stock, a duplicate certificate may be issued in place thereof, upon such terms, including receipt of a bond sufficient to indemnify the corporation against any claim on account thereof, as the board of directors may prescribe.

Section 8. TRANSFER OF SHARES OF STOCK

8.1. Transfer on Books. Subject to the restrictions, if any, stated or noted on the stock certificate, shares of stock may be transferred on the books of the corporation by the surrender to the corporation or its transfer agent of the certificate therefor properly endorsed or accompanied by a written

9

assignment and power of attorney properly executed, with necessary transfer stamps affixed, and with such proof of the authenticity of signature as the board of directors or the transfer agent of the corporation may reasonably require. Except as may be otherwise required by law, by the certificate of incorporation or by these by-laws, the corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to receive notice and to vote or to give any consent with respect thereto and to be held liable for such calls and assessments, if any, as may lawfully be made thereon, regardless of any transfer, pledge or other disposition of such stock until the shares have been properly transferred on the books of the corporation.

It shall be the duty of each stockholder to notify the corporation of his post office address.

8.2. Record Date. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no such record date is fixed by the board of directors, the record date for determining the stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no such record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the state of incorporation hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. If no record date has been fixed by the board of directors and prior action by the board of directors is required by applicable law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the

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resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such payment, exercise or other action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

Section 9. CORPORATE SEAL

9.1. Subject to alteration by the directors, the seal of the corporation shall consist of a flat-faced circular die with the word “Delaware” and the name of the corporation cut or engraved thereon, together with such other words, dates or images as may be approved from time to time by the directors.

Section 10. EXECUTION OF PAPERS

10.1. Except as the board of directors may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts or other obligations made, accepted or endorsed by the corporation shall be signed by the chairman of the board, if any, the president, a vice president or the treasurer.

Section 11. FISCAL YEAR

11.1. The fiscal year of the corporation shall end on the 31st of December.

Section 12. AMENDMENTS

12.1. These by-laws may be adopted, amended or repealed by vote of a majority of the directors then in office or by vote of a majority of the stock outstanding and entitled to vote. Any by-law, whether adopted, amended or repealed by the stockholders or directors, may be amended or reinstated by the stockholders or the directors.

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EX-3.227

Exhibit 3.227

CERTIFICATE OF INCORPORATION

OF

NEW STAT HEALTHCARE, INC.

I.

The name of the corporation is New STAT Healthcare, Inc.

II.

The address of the registered office of the corporation in the State of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle, and the name of the registered agent of the corporation in the State of Delaware at such address is The Corporation Trust Company.

III.

The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the Delaware General Corporation Law.

IV.

The name and mailing address of the incorporator of the corporation is:

N. E. Chapman

12450 Greenspoint Dr., Suite 1200

Houston, Texas 77060

V.

A. The corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares which the corporation is authorized to issue is Forty-five Million (45,000,000) shares of which Forty Million (40,000,000) shares shall be Common Stock and Five Million (5,000,000) shares shall be Preferred Stock. each such share with a par value of one cent ($0.01).

B. The Preferred Stock may be issued from time to time in one or more series. The Board of Directors is hereby authorized, by filing a certificate pursuant to the Delaware General Corporation Law, to fix or alter from time to time the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations and restrictions thereof, including without limitation, the dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), redemption price or prices, and the liquidation preferences of any wholly unissued series of Preferred Stock, and to establish from time to time the number of shares constituting any such series and the designation thereof,

or any of them (a “Preferred Stock Designation”); and to increase or decrease the number of shares of any series subsequent to the issuance of shares of that series, but not below the number of shares of such series then outstanding. In case the number of shares of any series shall be decreased in accordance with the foregoing sentence, the shares constituting such decrease shall resume the status of authorized but unissued and undesignated Preferred Stock. If at any time subsequent to the issuance of shares of a particular series, there are no shares of such series remaining outstanding, such series thereupon shall constitute a wholly unissued series and may be altered (including without limitation the elimination of such series) to the full extent as hereinabove provided. The foregoing authority of the corporation’s Board of Directors expressly includes the authority to designate series of Preferred Stock with designations, powers, preferences, rights, qualifications, limitations and restrictions senior to, junior to, or on parity with, the designations, powers, preferences, rights, qualifications, limitations and restrictions of the Common Stock or any series of outstanding Preferred Stock.

C. The Common Stock shall be subject to the prior and superior rights of the Preferred Stock and any series thereof. Each share of Common Stock shall be equal to every other share of Common Stock. The holders of shares of Common Stock shall be entitled to one vote for each share of such stock upon all matters presented to the stockholders.

VI.

For the management of the business and for the conduct of the affairs of the corporation, and in further definition, limitation and regulation of the powers of the corporation, of its directors and of its stockholders or any class thereof, as the case may be, it is further provided that:

A. The management of the business and the conduct of the affairs of the corporation shall be vested in its Board of Directors. The number of directors which shall constitute the whole Board of Directors shall be fixed in the manner provided in the Bylaws.

B. The Board of Directors may from time to time make amend, supplement or repeal the Bylaws; provided, however, that the stockholders may change or repeal any Bylaw adopted by the Board of Directors by the affirmative vote of the holders of a majority of the voting power of all of the then outstanding shares of the capital stock of the corporation (considered for this purpose as one class), and, provided further, that no amendment or supplement to the Bylaws adopted by the Board of Directors shall vary or conflict with any amendment or supplement thus adopted by the stockholders.

C. The directors of the corporation need not be elected by written ballot unless the Bylaws so provide. At each annual meeting of stockholders, directors of the corporation shall be elected to hold office until the expiration of the term for which they are elected, and until their successors have been duly elected and qualified; except that if any such election shall not be so held, such election shall take place at a stockholders’ meeting called and held in accordance with the Delaware General Corporation Law. Effective upon the consummation of the transactions contemplated by that certain Amended and Restated Agreement and Plan of Reorganisation, dated March 15, 1996, as amended, among the corporation, STAT Healthcare, Inc., the corporations listed on Schedule A thereof and the partnerships listed on Schedule B thereof, the

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directors of the corporation shall classify its members into three classes as nearly equal in size as is practicable, which shall be hereby designated Class I, Class II and Class III. The term of office of the initial Class I directors shall expire at the 1997 annual meeting of stockholders, the term of office of the initial Class II directors shall expire at the 1998 annual meeting of stockholders and the term of office of the initial Class III directors shall expire at the 1999 annual meeting of stockholders. For the purposes hereof, the initial Class I, Class II and Class III directors are those directors who were so nominated and elected at the first annual meeting of stockholders. At each annual meeting of stockholders thereafter, directors to replace those of a class whose terms expire at such annual meeting shall be elected to hold office until the third succeeding annual meeting and until their respective successors shall have been duly elected and qualified. If the number of directors is hereafter changed, any newly created directorships or decrease in directorships shall be so apportioned among the classes as to make all classes as nearly equal in number as is practicable.

The number of directors which constitute the whole Board of Directors of the corporation shall be designated in the bylaws of the corporation or by resolution adopted by the Board of Directors. Vacancies occurring on the Board of Directors for any reason may be filled by vote of a majority of the remaining members of the Board of Directors, although less than a quorum, at any meeting of the Board of Directors. A person so elected by the Board of Directors to fill a vacancy shall hold office until the next succeeding annual meeting of stockholders of the corporation and until his or her successor shall have been duly elected and qualified.

D. Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of the corporation shall be given in the manner provided in the Bylaws of the corporation.

VII.

In addition to any requirements of law and any other provisions of this Certificate of Incorporation or the terms of any series of Preferred Stock or any other securities of the corporation and notwithstanding the fact that a lesser percentage may be specified by law, this Certificate of Incorporation or any such terms), the affirmative vote of the holders of a majority in interest of the combined voting power of the then outstanding shares of capital stock of the corporation entitled to vote generally in an annual election (the “Voting Stock”), voting together as a single class, shall be required to:

A. Remove a director without cause (for the purposes of this Article VII “cause shall mean the willful and continuous failure of a director to substantially perform such director’s duties to the corporation, other than any such failure resulting from incapacity due to physical or mental illness, or the willful engaging by a director in misconduct injurious to the corporation);

B. Amend, alter or repeal or adopt any provision inconsistent with Article VI or this Article VII; and

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C. Amend, alter or repeal or adopt any provisions inconsistent with any provision, other than Article VI or this Article VII contained in this Certificate of Incorporation, unless otherwise approved by a majority of the entire Board of Directors.

VIII.

Effective upon the consummation of the transactions contemplated by that certain Amended and Restated Agreement and Plan of Reorganization, dated March 15, 1996, as amended, among the corporation, STAT Healthcare, Inc., the corporations listed on Schedule A thereof and the partnerships listed on Schedule B thereof, the stockholders of the corporation may not take action by written consent without a meeting and must take any actions at a duly called annual or special meeting. Meetings of stockholders may be held within or without the State of Delaware as the Bylaws may provide. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the Bylaws of the corporation.

IX.

A director of the corporation shall, to the full extent not prohibited by the Delaware General Corporation Law, as the same exists or may hereafter be amended, not be liable to the corporation or its stockholders for monetary damages for breach of his or her fiduciary duty as a director.

X.

A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit. If the Delaware General Corporation Law is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law as so amended.

Any repeal or modification of the foregoing provisions of this Article X by the stockholders of the corporation shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification.

XI.

The corporation is to have perpetual existence.

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XII.

The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon the stockholders herein are granted subject to this right.

THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation to do business both within and without the State of Delaware and in pursuance of the General Corporation Law of Delaware, does make and file this Certificate, hereby declaring and certifying that the facts herein stated are true, and accordingly has hereunto set his hand this 15th day of March, 1996.

/s/ N.E. Chapman

N.E. Chapman

Incorporator

5

CERTIFICATE OF MERGER

OF

AMHEALTH CORPORATION,

AMHEALTH ENTERPRISES OF THE VALLEY, INC., AND

AMHEALTH AMBULATORY SERVICES, INC.

INTO

NEW STAT HEALTHCARE, INC.

The undersigned corporation

DOES HEREBY CERTIFY:

FIRST: That the name and state of incorporation of each of the constituent corporations of the merger is as follows:

NAME	STATE OF INCORPORATION
AmHealth Corporation, Inc. (“AmHealth”)	Texas
AmHealth Enterprises of the Valley, Inc. (“AEV”)	Texas
AmHealth Ambulatory Services, Inc. (“AAS”)	Texas
New STAT Healthcare, Inc. (“New STAT”)	Delaware

SECOND: That an Amended and Restated Agreement and Plan of Reorganization (“Reorganization Agreement”) between AmHealth, AEV, AAS, the AmHealth Partnerships named therein, New STAT, STAT Healthcare, Inc., a Delaware corporation, and STAT Acquisition Corp., a Delaware corporation, has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the requirements of section 252 of the General Corporation Law of Delaware.

THIRD: That the name of the surviving corporation of the merger is New STAT Healthcare, Inc. (“STAT”), a Delaware corporation, which shall change its name to be STAT Healthcare, Inc.

FOURTH: That the Certificate of Incorporation of New STAT, a Delaware corporation which is surviving the merger, shall be the Certificate of Incorporation of the surviving corporation, except that Article First shall be amended to read as follows:

“The name of the corporation shall be STAT Healthcare, Inc.”

FIFTH: That the executed Reorganization Agreement is on file at the principal place of business of the surviving corporation, the address of which is 12450 Greenspoint Drive, Suite 1200, Houston, Texas 77060.

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SIXTH: That a copy of the Reorganization Agreement will be furnished by the surviving corporation, on request and without cost, to any stockholder of any constituent corporation.

SEVENTH: The authorized capital stock of each foreign corporation which is a party to the merger is as follows:

			Par value
Corporation	Class	Number of Shares	per share
AmHealth	Common Stock	1,000	$	1.00
AEV	Common Stock	1,000	1.00
AAS	Common Stock	1,000	1.00

IN WITNESS WHEREOF, the undersigned corporation has caused this Certificate of Merger to be executed in its corporate name this 24 day of June, 1996.

NEW STAT HEALTHCARE, INC.

By:	/s/ N.E. Chapman
	N.E. Chapman
	Chief Financial Officer

7

CERTIFICATE OF MERGER

OF

SHI ACQUISITION CORP.

INTO

STAT HEALTHCARE, INC.

(UNDER SECTION 251 of THE GENERAL

CORPORATION LAW OF THE STATE OF DELAWARE)

The undersigned corporation DOES HEREBY CERTIFY THAT:

FIRST: The name and state of incorporation of each constituent corporation of the merger is as follows:

	STATE OF
NAME	INCORPORATION
STAT Healthcare, Inc.	Delaware
SHI Acquisition Corp.	Delaware

SECOND: An agreement of merger between the parties to the merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the requirements of section 251 of the General Corporation Law of the State of Delaware.

THIRD: The name of the surviving corporation of the merger is STAT Healthcare. Inc.

FOURTH: The Certificate of Incorporation of STAT Healthcare, Inc. shall be the Certificate of Incorporation of the surviving corporation.

FIFTH: The surviving corporation is a corporation incorporated in the State of Delaware.

SIXTH: The executed agent of merger is on file at the principal place of business of the surviving corporation. The address of said principal place of business is 12450 Greenspoint Drive, Suite 1200, Houston, Texas 77060.

SEVENTH: A copy of the agreement of merger will be furnished on request and without cost to any stockholder of any constituent corporation.

IN WITNESS WHEREOF, STAT Healthcare, Inc. has caused this certificate to be signed by Russell D. Schneider, its Chief Executive Officer, on the 10 day of December, 1996.

STAT HEALTHCARE, INC.

/s/ Russell D. Schneider

Russell D. Schneider

Chief Executive Officer

8

ATTEST:

By:	/s/ Ned E. Chapman
	Ned E. Chapman

9

RESTATED CERTIFICATE OF INCORPORATION

of

STAT HEALTHCARE, INC.

STAT Healthcare, Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows:

1. The name of this corporation is STAT Healthcare, Inc. STAT Healthcare, Inc. was originally incorporated under the same name, and the original Certificate of Incorporation of this corporation was filed with the Secretary of State of the State of Delaware on March 15, 1996.

2. Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware, this Restated Certificate of Incorporation restates and integrates and further amends the provisions of the Certificate of Incorporation of this corporation.

3. The text of the Restated Certificate of Incorporation as heretofore amended or supplemented is hereby restated and further amended to read in its entirety as follows:

ARTICLE I

The name of this corporation is STAT Healthcare, Inc.

ARTICLE II

The registered office of this corporation in the State of Delaware is located at 1013 Centre Road, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is Corporation Service Company.

ARTICLE III

The purpose of this corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

ARTICLE IV

The total number of shares of stock that this corporation shall have authority to issue is 3,000 shares of Common Stock, $.01 par value per share. Each share of Common Stock shall be entitled to one vote.

IN WITNESS WHEREOF, this corporation has caused its corporate seal to be affixed hereto and this Restated Certificate of Incorporation to be signed by its President this 26 day of January, 1997.

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STAT HEALTHCARE, INC.

By	/s/ Russell D. Schneider
Name: Russell D. Schneider
Title: President

ATTEST:

/s/ William George

Name: William George

Title: Secretary

11

CERTIFICATE OF CHANGE OF REGISTERED AGENT

AND

REGISTERED OFFICE

****

STAT Healthcare, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

The present registered agent of the corporation is Corporation Service Company and the present registered office of the corporation is in the county of New Castle.

The Board of Directors of STAT Healthcare, Inc. adopted the following resolution on the 27th day of March, 1997.

Resolved, that the registered office of STAT Healthcare, Inc. in the state of Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, and the authorization of the present registered agent of this corporation be and the same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby constituted and appointed the registered agent of this corporation at the address of its registered office.

IN WITNESS WHEREOF, STAT Healthcare, Inc. has caused this statement to be signed by William George, its Vice President*, this 27 day of March, 1997.

/s/ William George

William George, Vice President

(Title)

*Any authorized officer or the chairman or Vice-Chairman of the Board of Directors may execute this certificate.

12

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

AND OF REGISTERED AGENT

It is hereby certified that:

1. The name of the corporation (hereinafter called the “Corporation”) is Stat Healthcare, Inc.

2. The registered office of the Corporation within the State of Delaware is hereby changed to 9 East Loockerman Street, City of Dover 19901, County of Kent.

3. The registered agent of the Corporation within the State of Delaware is hereby changed to National Registered Agents, Inc., the business office of which is identical with the registered office of the corporation as hereby changed.

Signed on June 3, 1999

/s/ Scott W. Roloff, Secretary

Scott W. Roloff, Secretary

13

CERTIFICATE OF CHANGE OF REGISTERED AGENT

AND

REGISTERED OFFICE

*****

Stat Healthcare, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware

DOES HEREBY CERTIFY:

That the registered office of the corporation in the state of Delaware is hereby changed to Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle.

That the registered agent of the corporation is hereby changed to THE CORPORATION TRUST COMPANY, the business address of which is identical to the aforementioned registered office as changed.

That the changes in the registered office and registered agent of the corporation as set forth herein were duly authorized by resolution of the Board of Directors of the corporation.

IN WITNESS WHEREOF. the corporation as caused this Certificate to be signed by an authorized officer, this 15th day of November, 2001.

/s/ Lori Evans

Lori Evans

Vice President/Assistant Secretary

*Any authorized officer or the chairman or Vice-Chairman of the Board of Directors may execute this certificate,

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CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

AND OF REGISTERED AGENT OF

STAT HEALTHCARE, INC.

It is hereby certified that:

1.The name of the corporation (hereinafter called the “corporation”) is:

STAT HEALTHCARE, INC.

2.The registered office of the corporation within the State of Delaware is hereby changed to 2711 Centerville Road, Suite 400, City of Wilmington 19808, County of New Castle.

3.The registered agent of the corporation within the State of Delaware is hereby changed to Corporation Service Company, the business office of which is identical with the registered office of the corporation as hereby changed.

4.The corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on March 8, 2006

/s/ Todd Zimmerman

Name: Todd Zimmerman

Title: Ex. Vice President

EX-3.228

Exhibit 3.228

BY-LAWS

OF

THE SUBSIDIARIES OF

AMERICAN MEDICAL RESPONSE, INC.

Section 1.  LAW, CERTIFICATE OF INCORPORATION AND BY-LAWS

1.1.  These by-laws are subject to the certificate of incorporation of the corporation.  In these by-laws, references to law, the certificate of incorporation and by-laws mean the law, the provisions of the certificate of incorporation and the by-laws as from time to time in effect.

Section 2.  STOCKHOLDERS

2.1.  Annual Meeting.  The annual meeting of stockholders shall be held at 10:00 am on the second Tuesday in May in each year, unless that day be a legal holiday at the place where the meeting is to be held, in which case the meeting shall be held at the same hour on the next succeeding day not a legal holiday, or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect a board of directors and transact such other business as may be required by law or these by-laws or as may properly come before the meeting.

2.2.  Special Meetings.  A special meeting of the stockholders may be called at any time by the chairman of the board, if any, the president or the board of directors.  A special meeting of the stockholders shall be called by the secretary, or in the case of the death, absence, incapacity or refusal of the secretary, by an assistant secretary or some other officer, upon application of a majority of the directors.  Any such application shall state the purpose or purposes of the proposed meeting.  Any such call shall state the place, date, hour, and purposes of the meeting.

2.3.  Place of Meeting.  All meetings of the stockholders for the election of directors or for any other purpose shall be held at such place within or without the state of incorporation as may be determined from time to time by the chairman of the board, if any, the president or the board of directors.  Any adjourned session of any meeting of the stockholders shall be held at the place designated in the vote of adjournment.

2.4.  Notice of Meetings.  Except as otherwise provided by law, a written notice of each meeting of stockholders stating the place, day and hour thereof and, in the case of a special meeting, the purposes for which the meeting is called, shall be given not less

then ten nor more than sixty days before the meeting, to each stockholder entitled to vote thereat, and to each stockholder who, by law, by the certificate of incorporation or by these by-laws, is entitled to notice, by leaving such notice with him or at his residence or usual place of business, or by depositing it in the United States mail, postage prepaid, and addressed to such stockholder at his address as it appears in the records of the corporation, Such notice shall be given by the secretary, or by an officer or person designated by the board of directors, or in the case of a special meeting by the officer calling the meeting.  As to any adjourned session of any meeting of stockholders, notice of the adjourned meeting need not be given if the time and place thereof are announced at the meeting at which the adjournment was taken except that if the adjournment is for more than thirty days or if after the adjournment a new record date is set for the adjourned session, notice of any such adjourned session of the meeting shall be given in the manner heretofore described.  No notice of any meeting of stockholders or any adjourned session thereof need be given to a stockholder if a written waiver of notice, executed before or after the meeting or such adjourned session by such stockholder, is filed with the records of the meeting or if the stockholder attends such meeting without objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at, nor the purpose of, any meeting of the stockholders or any adjourned session thereof need be specified in any written waiver of notice.

2.5.  Quorum of Stockholders.  At any meeting of the stockholders a quorum as to any matter shall consist of a majority of the votes entitled to be cast on the matter, except where a larger quorum is required by law, by the certificate of incorporation or by these by-laws.  Any meeting may be adjourned from time to time by a majority of the votes properly cast upon the question, whether or not a quorum is present.  If a quorum is present at an original meeting, a quorum need not be present at an adjourned session of that meeting.  Shares of its own stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of any corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

2.6.  Action by Vote.  When a quorum is present at any meeting, a plurality of the votes properly cast for election to any office shall elect to such office and a majority of the votes properly cast upon any question other than an election to an office shall decide the question, except when a larger vote is required by law, by the certificate of incorporation or by these by-laws.  No ballot shall be required for any election unless requested by a stockholder present or represented at the meeting and entitled to vote in the election.

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2.7.  Action without Meetings.  Unless otherwise provided in the certificate of incorporation, any action required or permitted to be taken by stockholders for or in connection with any corporate action may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in the state of incorporation by hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded.  No written consent shall be effective to take the corporate action referred to therein unless written consents signed by a number of stockholders sufficient to take such action are delivered to the corporation in the manner specified in this paragraph within sixty days of the earliest dated consent so delivered.

If action is taken by consent of stockholders and in accordance with the foregoing, there shall be filed with the records of the meetings of stockholders the writing or writings comprising such consent.

If action is taken by less than unanimous consent of stockholders, prompt notice of the taking of such action without a meeting shall be given to those who have not consented in writing and a certificate signed and attested to by the secretary that such notice was given shall be filed with the records of the meetings of stockholders.

In the event that the action which is consented to is such as would have required the filing of a certificate under any provision of the General Corporation Law of the State of Delaware, if such action had been voted upon by the stockholders at a meeting thereof, the certificate filed under such provision shall state, in lieu of any statement required by such provision concerning a vote of stockholders, that written consent has been given under Section 228 of said General Corporation Law and that written notice has been given as provided in such Section 228.

2.8.  Proxy Representation.  Every stockholder may authorize another person or persons to act for him by proxy in all matters in which a stockholder is entitled to participate, whether by waiving notice of any meeting, objecting to or voting or participating at a meeting, or expressing consent or dissent without a meeting.  Every proxy must be signed by the stockholder or by his attorney-in-fact.  No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period.  A duly executed proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power.  A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally.  The authorization of a proxy may but need not be limited to specified action,

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provided, however, that if a proxy limits its authorization to a meeting or meetings of stockholders, unless otherwise specifically provided such proxy shall entitle the holder thereof to vote at any adjourned session but shall not be valid after the final adjournment thereof.

2.9.  Inspectors.  The directors or the person presiding at the meeting may, and shall if required by applicable law, appoint one or more inspectors of election and any substitute inspectors to act at the meeting or any adjournment thereof.  Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability.  The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders.  On request of the person presiding at the meeting, the inspectors shall make a report in writing of any challenge, question or matter determined by them and execute a certificate of any fact found by them.

2.10.  List of Stockholders.  The secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in his name.  The stock ledger shall be the only evidence as to who are stockholders entitled to examine such list or to vote in person or by proxy at such meeting.

Section 3.  BOARD OF DIRECTORS

3.1.  Number.  The corporation shall have one or more directors, the number shall be consistent with applicable law and shall be determined from time to time by vote of a majority of the directors then in office.  No director need be a stockholder.

3.2.  Tenure.  Each director shall hold office until the next annual meeting and until his successor is elected and qualified, or until he sooner dies, resigns, is removed or becomes disqualified.

3.3.  Powers.  The business and affairs of the corporation shall be managed by or under the direction of the board of directors who shall have and may exercise all the powers of the corporation and do all such lawful acts and things as are not by law, the certificate of incorporation or these by-laws directed or required to be exercised or done by the stockholders.

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3.4.  Vacancies.  Vacancies and any newly created directorships resulting from any increase in the number of directors may be filled by vote of the holders of the particular class or series of stock entitled to elect such director at a meeting called for the purpose, or by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, in each case elected by the particular class or series of stock entitled to elect such directors.  When one or more directors shall resign from the board, effective at a future date, a majority of the directors then in office, including those who have resigned, who were elected by the particular class or series of stock entitled to elect such resigning director or directors shall have power to fill such vacancy or vacancies, the vote or action by writing thereon to take effect when such resignation or resignations shall become effective.  The directors shall have and may exercise all their powers notwithstanding the existence of one or more vacancies in their number, subject to any requirements of law or of the certificate of incorporation or of these by-laws as to the number of directors required for a quorum or for any vote or other actions.

3.5.  Committees.  The board of directors may, by vote of a majority of the whole board, (a) designate, change the membership of or terminate the existence of any committee or committees, each committee to consist of one or more of the directors; (b) designate one or more directors as alternate members of any such committee who may replace any absent or disqualified member at any meeting of the committee; and (c) determine the extent to which each such committee shall have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation, including the power to authorize the seal of the corporation to be affixed to all papers which require it and the power and authority to declare dividends or to authorize the issuance of stock; excepting, however, such powers which by law, by the certificate of incorporation or by these by-laws they are prohibited from so delegating.  In the absence or disqualification of any member of such committee and his alternate, if any, the member or members thereof present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member.  Except as the board of directors may otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by the board or such rules, its business shall be conducted as nearly as may be in the same manner as is provided by these by-laws for the conduct of business by the board of directors.  Each committee shall keep regular minutes of its meetings and report the same to the board of directors upon request.

3.6.  Regular Meetings.  Regular meetings of the board of directors may be held without call or notice at such places within or without the State of Delaware and at such times as the board may from time to time determine, provided that notice of the first regular meeting following any such determination shall be given to absent directors.  A regular meeting of the directors may be held without call or notice immediately after and at the same place as the annual meeting of stockholders.

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3.7.  Special Meetings.  Special meetings of the board of directors may be held at any time and at any place within or without the state of incorporation designated in the notice of the meeting, when called by the chairman of the board, if any, the president, or by one-third or more in number of the directors, reasonable notice thereof being given to each director by the secretary or by the chairman of the board, if any, the president or any one of the directors calling the meeting.

3.8.  Notice.  It shall be reasonable and sufficient notice to a director to send notice by mail or overnight courier at least forty-eight hours or by telegram at least twenty-four hours before the meeting addressed to him at his usual or last known business or residence address or to give notice to him in person or by telephone at least twenty-four hours before the meeting.  Notice of a meeting need not be given to any director if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him.  Neither notice of a meeting nor a waiver of a notice need specify the purposes of the meeting.

3.9.  Quorum.  Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, at any meeting of the directors a majority of the directors then in office shall constitute a quorum; a quorum shall not in any case be less than one-third of the total number of directors constituting the whole board.  Any meeting may be adjourned from time to time by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

3.10.  Action by Vote.  Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, when a quorum is present at any meeting the vote of a majority of the directors present shall be the act of the board of directors.

3.11.  Action Without a Meeting.  Any action required or permitted to be taken at any meeting of the board of directors or a committee thereof may be taken without a meeting if all the members of the board or of such committee, as the case may be, consent thereto in writing, and such writing or writings are filed with the records of the meetings of the board or of such committee.  Such consent shall be treated for all purposes as the act of the board or of such committee, as the case may be.

3.12.  Participation in Meetings by Conference Telephone.  Members of the board of directors, or any committee designated by such board, may participate in a meeting of such board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other or by any other means permitted by law.  Such participation shall constitute presence in person at such meeting.

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3.13.  Compensation.  In the discretion of the board of directors, each director may be paid such fees for his services as director and be reimbursed for his reasonable expenses incurred in the performance of his duties as director as the board of directors from time to time may determine. Nothing contained in this section shall be construed to preclude any director from serving the corporation in any other capacity and receiving reasonable compensation therefor.

3.14.  Interested Directors and Officers.

(a)  No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of the corporation’s directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if:

(1)  The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or

(2)  The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or

(3)  The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the board of directors, a committee thereof, or the stockholders.

(b)  Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes the contract or transaction.

Section 4.  OFFICERS AND AGENTS

4.1.  Enumeration; Qualification.  The officers of the corporation shall be a president, a treasurer, a secretary and such other officers, if any, as the board of directors from time to time may in its discretion elect or appoint including without limitation a chairman of the board, one or more vice presidents and a controller.  The corporation may also have such agents, if any, as the board of directors from time to time may in its discretion choose.  Any officer may be but none need be a director or stockholder.  Any

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two or more offices may be held by the same person.  Any officer may be required by the board of directors to secure the faithful performance of his duties to the corporation by giving bond in such amount and with sureties or otherwise as the board of directors may determine.

4.2.  Powers.  Subject to law, to the certificate of incorporation and to the other provisions of these by-laws, each officer shall have, in addition to the duties and powers herein set forth, such duties and powers as are commonly incident to his office and such additional duties and powers as the board of directors may from time to time designate.

4.3.  Election.  The officers may be elected by the board of directors at their first meeting following the annual meeting of the stockholders or at any other time.  At any time or from time to time the directors may delegate to any officer their power to elect or appoint any other officer or any agents.

4.4.  Tenure.  Each officer shall hold office until his respective successor is chosen and qualified unless a shorter period shall have been specified by the terms of his election or appointment, or in each case until he sooner dies, resigns, is removed or becomes disqualified.  Each agent shall retain his authority at the pleasure of the directors, or the officer by whom he was appointed or by the officer who then holds agent appointive power.

4.5.  Chairman of the Board of Directors, President and Vice President.  The chairman of the board, if any, shall have such duties and powers as shall be designated from time to time by the board of directors.  Unless the board of directors otherwise specifies, the chairman of the board, or if there is none the chief executive officer, shall preside, or designate the person who shall preside, at all meetings of the stockholders and of the board of directors.

Unless the board of directors otherwise specifies, the president shall be the chief executive officer and shall have direct charge of all business operations of the corporation and, subject to the control of the directors, shall have general charge and supervision of the business of the corporation.

Any vice presidents shall have such duties and powers as shall be set forth in these by-laws or as shall be designated from time to time by the board of directors or by the president.

4.6.  Treasurer And Assistant Treasurers.  Unless the board of directors otherwise specifies, the treasurer shall be in charge of the corporation’s funds and valuable papers, and shall have such other duties and powers as may be designated from time to time by the board of directors or by the president.  If no controller is elected, the treasurer shall, unless the board of directors otherwise specifies, also have the duties and powers of the

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controller.  Any assistant treasurers shall have such duties and powers as shall be designated from time to time by the board of directors, the president or the treasurer.

4.7.  Controller and Assistant Controllers.  If a controller is elected, he shall, unless the board of directors otherwise specifies, be in charge of its books of account and accounting records, and of its accounting procedures.  He shall have such other duties and powers as may be designated from time to time by the board of directors, the president or the treasurer.  Any assistant controller shall have such duties and powers as shall be designated from time to time by the board of directors, the president, the treasurer or the controller.

4.8.  Secretary and Assistant Secretaries.  The secretary shall record all proceedings of the stockholders, of the board of directors and of committees of the board of directors in a book or series of books to be kept therefor and shall file therein all actions by written consent of stockholders or directors.  In the absence of the secretary from any meeting, an assistant secretary, or if there be none or he is absent, a temporary secretary chosen at the meeting, shall record the proceedings thereof.  Unless a transfer agent has been appointed the secretary shall keep or cause to be kept the stock and transfer records of the corporation, which shall contain the names and record addresses of all stockholders and the number of shares registered in the name of each stockholder.  He shall have such other duties and powers as may from time to time be designated by the board of directors or the president.  Any assistant secretaries shall have such duties and powers as shall be designated from time to time by the board of directors, the president or the secretary.

Section 5.  RESIGNATIONS AND REMOVALS

5.1.  Any director or officer may resign at any time by delivering his resignation in writing to the chairman of the board, if any, the president, or the secretary or to a meeting of the board of directors.  Such resignation shall be effective upon receipt unless specified to be effective at some other time, and without in either case the necessity of its being accepted unless the resignation shall so state.  A director (including persons elected by stockholders or directors to fill vacancies in the board) may be removed from office with or without cause by the vote of the holders of a majority of the issued and outstanding shares of the particular class or series entitled to vote in the election of such director.  The board of directors may at any time remove any officer either with or without cause.  The board of directors may at any time terminate or modify the authority of any agent.

Section 6.  VACANCIES

6.1.  If the office of the president or the treasurer or the secretary becomes vacant, the directors may elect a successor by vote of a majority of the directors then in office.  If the office of any other officer becomes vacant, any person or body empowered to elect or

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appoint that officer may choose a successor.  Each such successor shall hold office for the unexpired term, and in the case of the president, the treasurer and the secretary until his successor is chosen and qualified or in each case until he sooner dies, resigns, is removed or becomes disqualified.  Any vacancy of a directorship shall be filled as specified in Section 3.4 of these by-laws.

Section 7.  CAPITAL STOCK

7.1.  Stock Certificates.  Each stockholder shall be entitled to a certificate stating the number and the class and the designation of the series, if any, of the shares held by him, in such form as shall, in conformity to law, the certificate of incorporation and the by-laws, be prescribed from time to time by the board of directors.  Such certificate shall be signed by the chairman or vice chairman of the board, or the president or a vice president and by the treasurer or an assistant treasurer or by the secretary or an assistant secretary.  Any of or all the signatures on the certificate may be a facsimile.  In case an officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the time of its issue.

7.2.  Loss of Certificates.  In the case of the alleged theft, loss, destruction or mutilation of a certificate of stock, a duplicate certificate may be issued in place thereof, upon such terms, including receipt of a bond sufficient to indemnify the corporation against any claim on account thereof, as the board of directors may prescribe.

Section 8.  TRANSFER OF SHARES OF STOCK

8.1.  Transfer on Books.  Subject to the restrictions, if any, stated or noted on the stock certificate, shares of stock may be transferred on the books of the corporation by the surrender to the corporation or its transfer agent of the certificate therefor properly endorsed or accompanied by a written assignment and power of attorney properly executed, with necessary transfer stamps affixed, and with such proof of the authenticity of signature as the board of directors or the transfer agent of the corporation may reasonably require.  Except as may be otherwise required by law, by the certificate of incorporation or by these by-laws, the corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to receive notice and to vote or to give any consent with respect thereto and to be held liable for such calls and assessments, if any, as may lawfully be made thereon, regardless of any transfer, pledge or other disposition of such stock until the shares have been properly transferred on the books of the corporation.

It shall be the duty of each stockholder to notify the corporation of his post office address.

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8.2.  Record Date.  In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting.  If no such record date is fixed by the board of directors, the record date for determining the stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.  A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors.  If no such record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the state of incorporation hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded.  If no record date has been fixed by the board of directors and prior action by the board of directors is required by applicable law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such payment, exercise or other action.  If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

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Section 9.  CORPORATE SEAL

9.1.  Subject to alteration by the directors, the seal of the corporation shall consist of a flat-faced circular die with the word “Delaware” and the name of the corporation cut or engraved thereon, together with such other words, dates or images as may be approved from time to time by the directors.

Section 10.  EXECUTION OF PAPERS

10.1.  Except as the board of directors may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts or other obligations made, accepted or endorsed by the corporation shall be signed by the chairman of the board, if any, the president, a vice president or the treasurer.

Section 11.  FISCAL YEAR

11.1.  The fiscal year of the corporation shall end on the 31st of December.

Section 12.  AMENDMENTS

12.1.  These by-laws may be adopted, amended or repealed by vote of a majority of the directors then in office or by vote of a majority of the stock outstanding and entitled to vote.  Any by-law, whether adopted, amended or repealed by the stockholders or directors, may be amended or reinstated by the stockholders or the directors.

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EX-3.229

Exhibit 3.229

CERTIFICATE OF FORMATION

OF

SUN DEVIL ACQUISITION LLC

1.     The name of the limited liability company is Sun Devil Acquisition LLC.

2.     The address of its registered office in the State of Delaware is National Registered Agents, Inc., 160 Greentree Drive, Suite 101, in the City of Dover, 19904, County of Kent.  The name of its registered agent at such address is National Registered Agents, Inc.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Sun Devil Acquisition LLC this 22 day of June, 2010

/s/ Debe Thomas

Debe Thomas, Authorized Person

1700 Lincoln Street, Suite 4100

Denver, CO 80203

EX-3.230

Exhibit 3.230

LIMITED LIABILITY COMPANY AGREEMENT

OF

SUN DEVIL ACQUISITION LLC

Dated as of June 28, 2010

LIMITED LIABILITY COMPANY AGREEMENT
OF
SUN DEVIL ACQUISITION LLC

This Limited Liability Company Agreement (this “Agreement”), dated as of June 28, 2010 (the “Effective Date”) of Sun Devil Acquisition LLC, a Delaware limited liability company (the “Company”), is by EmCare, Inc., a Delaware corporation, as the sole member (the “Sole Member”).

Recitals

A.Pursuant to the Certificate of Formation, filed with the Delaware Secretary of State on June 22, 2010, the Company was formed.

ARTICLE I
GENERAL

1.1Purpose and Power.  The purpose and business of the Company shall be the conduct of any business or activity that may be lawfully conducted by a limited liability company organized pursuant to the Delaware Limited Liability Company Act (the “Act”), and the Company shall have all of the powers of a limited liability company conferred by the Act.  Any or all of the foregoing activities may be conducted directly by the Company or indirectly through another Company, joint venture or other arrangement.

1.2Term.  The Company shall have perpetual existence and shall continue until it is dissolved by the written consent of the Sole Member.  Upon the dissolution or termination of the Sole Member, its legal representative or successor shall become a member of the Company and shall exercise all rights and powers conferred upon the Sole Member by this Agreement.

1.3LLC Agreement.  To the full extent permitted by the Act, this Agreement shall control as to any conflict between this Agreement and the Act or as to any matter provided for in this Agreement that is also provided for in the Act.

1.4Additional Members.  Additional members shall be admitted only by written amendment of this Agreement executed by the Sole Member.

ARTICLE II
CAPITAL CONTRIBUTIONS

2.1Prior Capital Contribution.  The Sole Member, or its predecessor, has contributed to the Company the amounts, property or services set forth in the books and records of the Company.

2.2Additional Capital Contributions.  The Sole Member may, but shall not be required to, make additional capital contributions to the Company.

2.3Sole Member Loans and Other Debt.  The Company may borrow funds from any source, including the Sole Member.  Any loan made by the Sole Member to the Company shall be payable out of the first available funds, including proceeds from the sale of all or any portion of the assets of the Company.

2.4Return of Capital Contributions.  Capital contributions shall be expended in furtherance of the business of the Company.  All costs and expenses of the Company shall be paid from its funds.  No interest shall be paid on capital contributions.

2.5Enforcement of Capital Contribution Obligations.  The membership interests were duly authorized and validly issued, and are fully paid and nonassessable.  Except as expressly agreed in writing by the Sole Member, no person other than the Sole Member shall have the right to enforce any obligation the Sole Member may undertake to contribute capital to the Company, and specifically no lender or other third party shall have any such right.

ARTICLE III
DISTRIBUTIONS

The Company may make distributions of cash or other assets of the Company to the Sole Member at such times and in such amounts as the Sole Member shall determine.

ARTICLE IV
ALLOCATION OF PROFIT AND LOSS

4.1Determination of Profit and Loss.  Profit or loss shall be determined on an annual basis and for such other periods as may be required.

4.2Allocation of Profit and Loss.  The Company is and at all times shall be a business entity that, solely for federal income tax purposes, is disregarded as an entity separate from its owner.  All items of Company profit, loss, income, gain, deduction and credit shall, for federal income tax purposes, be attributed to the Sole Member.

ARTICLE V
MANAGEMENT

5.1Management Authority.  Management of the Company shall be vested in the Sole Member.  The Sole Member shall have the power and authority to conduct the business of the Company and is hereby expressly authorized on behalf of the Company to make all decisions with respect to the Company’s business and to take all actions necessary to carry out such decisions.  All documents executed on behalf of the Company

2

need only be signed by the Sole Member or by an authorized officer of the Company.  An officer properly appointed pursuant to this Agreement may sign those documents that relate to the power and authority generally or specifically granted to such officer by the Sole Member, by the President of the Company or by this Agreement.

5.2Reliance by Third Parties.  No third party dealing with the Company shall be required to ascertain whether the Sole Member or any Company officer is acting in accordance with the provisions of this instrument.  All third parties may rely upon a document signed by the Sole Member or by any Company officer as binding the Company.

5.3Resignation.  The Sole Member may resign at any time by giving written notice of resignation to any authorized officer.  Unless otherwise specified in the notice, the resignation shall take effect upon receipt by any authorized officer and an acceptance of the resignation by it shall not be necessary to make it effective.

5.4Implied Covenants; No Additional Duties.  There are no implied covenants of the Sole Member contained in this Agreement other than those of the contractual covenant of good faith and fair dealing.  The Sole Member shall not have any fiduciary or other duties to the Company except as specifically provided by this Agreement, and the Sole Member’s duties and liabilities otherwise existing at law or in equity are restricted and eliminated by the provisions of this Agreement to those duties and liabilities specifically set forth in this Agreement.  Notwithstanding any contrary provision of this Agreement, in carrying out any duties hereunder, the Sole Member shall not be liable to the Company for breach of any duty for the Sole Member’s good faith reliance on the provisions of this Agreement, the records of the Company, or such information, opinions, reports or statements presented by any officer or employee of the Company, or by any other person as to matters the Sole Member reasonably believes are within such other person’s professional or expert competence.  The preceding sentence shall in no way limit any person’s right to rely on information to the extent provided in Section 18-406 of the Act.

ARTICLE VI
OFFICERS

6.1Number and Qualification.  From time to time, the Sole Member may appoint such officers of the Company as it deems appropriate.  The officers of the Company may consist of a Chief Executive Officer, a President, a Chief Operating Officer, a Treasurer, a Secretary, a Chief Financial Officer, one or more Assistant Secretaries, one or more Executive Vice Presidents and such other officers as may from time to time be elected by the Sole Member.  Each officer shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal.  Any number of offices may be held by the same person.

3

6.2Chief Executive Officer.  The Chief Executive Officer of the Company shall, subject to the direction and supervision of the Sole Member, perform all duties incident to the office of Chief Executive Officer and as from time to time may be assigned to him by the Sole Member.

6.3President.  The President of the Company shall, subject to the direction and supervision of the Sole Member, perform all duties incident to the office of President and as from time to time may be assigned to him by the Sole Member.

6.4Chief Operating Officer.  The Chief Operating Officer of the Company shall, subject to the direction and supervision of the Sole Member, perform all duties incident to the office of Chief Operating Officer and as from time to time may be assigned to him by the Sole Member.

6.5Treasurer.  The Treasurer of the Company shall, subject to the direction and supervision of the Sole Member, perform all duties incident to the office of Treasurer and as from time to time may be assigned to him by the Sole Member.

6.6Secretary.  The Secretary shall issue all authorized notices for, and shall keep minutes of, all meetings of the Sole Member.  He or she shall have charge of the limited liability company books and shall perform such other duties as the Sole Member may from time to time prescribe.  Assistant Secretaries of the Company, if any, shall have the same duties and powers, subject to supervision by the Secretary.

6.7Chief Financial Officer.  The Chief Financial Officer of the Company shall, subject to the direction and supervision of the Sole Member, perform all duties incident to the office of Chief Financial Officer and as from time to time may be assigned to him by the Sole Member.

6.8Executive Vice President.  Each Executive Vice President shall have such powers and duties as may be delegated to him or her by the President or the Sole Member.

6.9Assistant Secretary.  Each Assistant Secretary shall, subject to the direction of the supervision of the Secretary, perform all duties incident to the office of the Assistant Secretary and as from time to time may be assigned to him by the Secretary or the Sole Member.

6.10Delegation of Authority.  To the fullest extent permitted by law, the Sole Member may from time to time delegate the powers or duties of any officer to any other officers or agents, notwithstanding any provision hereof.

6.11Removal.  Any officer of the Company may be removed at any time, with or without cause, by the Chief Executive Officer or the Sole Member.

4

6.12Resignation.  Any officer may resign at any time by giving written notice to the Company; provided, however, that notice to the Sole Member, the Chief Executive Officer or the Secretary shall be deemed to constitute notice to the Company.  Such resignation shall take effect upon receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

6.13Vacancies.  Any vacancy among the officers, whether caused by death, resignation, removal or any other cause, shall be filled in the minter prescribed for election or appointment to such office.

6.14Action with Respect to Securities of Other Entities.  Unless otherwise directed by the Sole Member, the President shall have power to vote and otherwise act on behalf of the Company, in person or by proxy, at any meeting of stockholders, members or other equity owners of, or with respect to any action of stockholders, members, or other equity owners of, any corporation, limited liability company or other entity in which this Company may hold securities and otherwise to exercise any and all rights and powers which this Company may possess by reason of its ownership of securities in such other corporation, limited liability company or other entity.

ARTICLE VII
INDEMNIFICATION

7.1Right to Indemnification.  Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter, a “proceeding”), by reason of the fact that it, he or she is or was the Sole Member or an officer of the Company or, while serving as the Sole Member or officer of the Company, is or was serving at the request of the Company as a manager, director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter, an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a manager, director, officer, employee or agent or in any other capacity while serving as a manager, director, officer, employee or agent, shall be indemnified and held harmless by the Company to the fullest extent authorized by the Act, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than such law permitted the Company to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith; provided, however, that, except as provided in Section 7.3 hereof with respect to proceedings to enforce rights to indemnification, the Company shall indemnify any such indemnitee in

5

connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized in the first instance by the Sole Member.

7.2Right to Advancement of Expenses.  The right to indemnification conferred in Section 7.1 hereof shall include the right to be paid by the Company the expenses (including attorneys’ fees) incurred in defending any such proceeding in advance of its final disposition.  The rights to indemnification and to the advancement of expenses conferred in Sections 7.1 and this Section 7.2 shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a Sole Member, officer, employee or agent and shall inure to the benefit of the indemnitee’s heirs, executors and administrators.

7.3Right of Indemnitee to Bring Suit.  If a claim under Section 7.1 is not paid in full by the Company within 60 days (or, with respect to claims under Section 7.2, 20 days) after a written claim has been received by the Company, the indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim.  If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee, to the fullest extent permitted by law, shall be entitled to be paid also the expense of prosecuting or defending such suit.  In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article VII or otherwise shall be on the Company.

7.4Non-Exclusivity of Rights; Effect of Amendment.  The rights to indemnification and to the advancement of expenses conferred in this Article VII shall not be exclusive of any other right which any person may have or hereafter acquire by any statute, agreement, vote of the Sole Member or otherwise.  Any amendment, alteration or repeal of this Article VII that adversely affects any right of an indenmitee or it successors shall be prospective only and shall not limit or eliminate any such right with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment, alteration or repeal.

7.5Insurance.  The Company may maintain insurance, at its expense, to protect itself and the Sole Member, officer, employee or agent of the Company or another corporation, limited liability company, partnership, joint venture, trust or other enterprise against any expense, liability or loss.

7.6Indemnification of Employees and Agents of the Company.  The Company may, to the extent authorized from time to time by the Sole Member, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Company to the fullest extent of the provisions of this Article VII with respect to the

6

indemnification and advancement of expenses of the Sole Member and officers of the Company.

ARTICLE VIII
SOLE MEMBER

8.1Liability.  The Sole Member shall have no liability under a judgment, decree, or order of a court, or in any other manner, for any debt, obligation, or liability of the Company.

8.2Meetings.  Meetings of the Sole Member shall not be required for any purpose.  All actions of the Sole Member may be evidenced by a written consent describing the action taken, signed by the Sole Member.  Any action evidenced by such a written consent is effective on the date the consent is signed by the Sole Member, unless the consent specifies a different effective date.

8.3Transfer of Interest.  The interest of the Sole Member in the Company may be transferred by the Sole Member voluntarily or by operation of law.  Upon transfer of the entirety of the Sole Member’s interest in the Company, the transferee shall, without further documentation or action, become the member of the Company.

8.4Conflicts of Interest.  The Sole Member shall be entitled to engage in other activities and businesses, including, without limitation, activities and businesses competitive with the activities and business of the Company.  The Sole Member shall not be required to give the Company the opportunity to participate in, or benefit from, any such activities or businesses.  The Sole Member shall not be deemed to violate any duty or obligation to the Company merely because the Sole Member’s conduct furthers the Sole Member’s own interest.  The Sole Member may lend money to, borrow money from, act as a surety, guarantor or endorser for, guarantee or assume one or more obligations of, provide collateral for, and transact other business with, the Company, and has the same rights an obligations with respect to any such matters as those of a person who is not a member of the Company.

ARTICLE IX
DISSOLUTION AND TERMINATION

9.1Final Accounting.  In the event of the dissolution of the Company, a proper accounting shall be made as provided in Section 9.2 from the date of the last previous accounting to the date of dissolution.

9.2Liquidation.  Upon the dissolution of the Company, the Sole Member, or if the Sole Member is unable to act, a person selected by the Sole Member, shall act as liquidator to wind up the Company.  The liquidator shall have full power and authority to sell, assign, and encumber any or all of the Company’s assets and to wind up and

7

liquidate the affairs of the Company in an orderly and businesslike manner.  All proceeds from liquidation shall be distributed in the following order of priority: (i) to the payment of debts and liabilities of the Company and the expenses of liquidation (including loans made by the Sole Member to the Company); (ii) to the setting-up of such reserves as the liquidator may reasonably deem necessary for any contingent liabilities of the Company; and (iii) to the Sole Member.

9.3Distribution in Kind.  The liquidator, in its absolute discretion, may distribute one or more of the Company’s assets in kind to the person or entity entitled to receive the proceeds from such asset.

ARTICLE X
GENERAL PROVISIONS

10.1Amendment.  This Agreement may not be amended except by a written instrument signed by the Sole Member.

10.2Applicable Law.  This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware.

10.3Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be considered an original.

[Signatures on next page.]

8

This Agreement has been executed to be effective as of the Effective Date.

SOLE MEMBER
EmCare, Inc.
By:	/s/ William Sanger
Name:	William Sanger
Title:	Chief Executive Officer

[Signature Page to LLC Agreement of Sun Devil Acquisition LLC]

EX-3.231

Exhibit 3.231

A-234-Certificateof Incorporation

Certificate of Incorporation of

SUNRISE HANDICAP TRANSPORT CORP.

under Section 402 of the Business Corporation Law

IT IS HEREBY CERTIFIED THAT:

(1) The name of the proposed corporation is SUNRISE HANDICAP TRANSPORT CORP.

(2) The purpose or purposes for which this corporation is formed, are as follows, to wit:

To conduct, engage in and carry on the general business of transportation by air, by land and by water.

The corporation, in furtherance of its corporate purposes above set forth, shall have all of the powers enumerated in Section 202 of the Business Corporation Law, subject to any limitations provided in the Business Corporation Law or any other statute of the State of New York.

(3) The office of the corporation is to be located in the Town (city) (town) (incorporated village) of Babylon, County of Suffolk, State of New York.

(4) The aggregate number of shares which the corporation shall have the authority to issue is

TWO-HUNDRED (200) SHARES, without par value, but with right reserved to shareholders to fix consideration for issuance of said shares.

(5) The Secretary of State is designated as agent of the corporation upon whom process against it may be served. The post office address to which the Secretary of State shall mail a copy of any process against the corporation served upon him is

345 36th Street, Lindenhurst, N.Y. 11757

(6) The accounting period which the corporation intends to establish for its first franchise tax report is the fiscal-year ending April 30, 1981.

The undersigned incorporator, or each of them if there are more than one, is of the age of eighteen years or over.

IN WITNESS WHEREOF, this certificate has been subscribed this 4th day of May, 1981 by the undersigned who affirm(s) that the statements made herein are true under the penalties of perjury.

/s/ Joseph Randazzo

Type name of incorporator

Joseph Randazzo

Signature

345 36th Street, Lindenhurst,

N.Y. 11757

Address

/s/ Gary Koziarz

Type name of incorporator

GARY KOZIARZ

Signature

240 Cabota Avenue, Copiague,

N.Y. 11726

Address

Type name of incorporator

Signature

Address

Certificate of Incorporation

of

SUNRISE HANDICAP TRANSPORT CORP.

under Section 402 of the Business Corporation Law

Filed By.

ARTHUR J. GIORGINI

Office and Post Office Address

326 So. Wellwood Avenue

Box 501

Lindenhurst, N.Y. 11757

(516) 884-3600

FILE S1-3204          

CERTIFICATE OF CHANGE

OF

SUNRISE HANDICAP TRANSPORT CORP.

UNDER SECTION 805-A OF THE BUSINESS CORPORATION LAW

WE, THE UNDERSIGNED, Robert F. Jarrett, the Vice-President and Robert H. Byrne, the Secretary of Sunrise Handicap Transport Corp. hereby certify:

1. The name of the corporation is Sunrise Handicap Transport Corp.

2. The Certificate of Incorporation of said corporation was filed by the Department of State on May 11, 1981.

The following was authorized by the Board of Directors:

3. To change the post office address to which the Secretary of State shall mail a copy of process in any action or proceeding against the corporation which may be served on him from c/o The Corporation 11 Drew Court, Ronkonkoma, New York 11779 to c/o C T Corporation System, 1633 Broadway, New York, New York 10019.

To appoint the registered agent in New York upon when all process against the corporation may be served to be C T Corporation System at 1633 Broadway, New York, New York 10019

IN WITNESS WHEREOF, we have signed this certificate on the        day of November 1995 and we affirm the statements contained thereon as true under penalties of perjury.

/s/ Robert E. Jarrett

Robert E. Jarrett - Vice President

/s/ Robert H. Byrne

Robert H. Byrne, Secretary

CERTIFICATE OF CHANGE

OF

SUNRISE HANDICAP TRANSPORT CORP.

UNDER SECTION 805-A OF THE BUSINESS CORPORATION LAW

LAIDLAW TRANSIT INC.

3221 NORTH SERVICE ROAD

BURLINGTON, ONT CANADA L7R 3Y8

CERTIFICATE OF MERGER

OF

Associated Ambulance Service, Inc.

Adam Transportation, Inc.,

Park Ambulance Service, Inc.,

Five Counties Ambulance Service, Inc.

Sunrise Handicap Transport Corp.

INTO

MEDTRANS OF NEW YORK, INC.

UNDER SECTION 904 OF THE BUSINESS CORPORATION LAW

We, the undersigned, Michael Forsayeth and Robert H. Byrne, being respectively the Vice-President and the Secretary of MedTrans of New York, Inc., and Michael Forsayeth and Robert H. Byrne, being respectively the Vice-President and Secretary of Associated Ambulance Service, Inc., Adam Transportation, Inc., Park Ambulance Service, Five Counties Ambulance Service, Inc., and Sunrise Handicap Transport Corp. hereby certify:

1. (a) The name of each constituent is as follows:

MedTrans of New York, Inc.

Associated Ambulance Service, Inc.

Adam Transportation, Inc.

Park Ambulance Service, Inc.

Five Counties Ambulance Service, Inc.

Sunrise Handicap Transport Corp.

(b) The name of the surviving corporation is MedTrans of New York, Inc. and following the merger its name shall be MedTrans of New York, Inc.

2. As to each constituent corporation, the designation and number of outstanding shares of each class and series and the voting rights thereof are as follows:

	Designation and of	Class or Series	Shares entitled
	shares in each class	of Shares entitled	to vote as a
Name of Corporation	or series outstanding	to Vote	class or series
MedTrans of New York, Inc.	100 Common	Common	1
Associated Ambulance Service, Inc.	1,000 Common	Common	1
Adam Transportation, Inc.	100 Common	Common	1

Park Ambulance Service, Inc.	50 Common	Common	1
Five Counties Ambulance Service, Inc.	100 Common	Common	1
Sunrise Handicap Transport Corp.	100 Common	Common	1

3. There will be no amendments or changes made to the Certificate of Incorporation of the surviving corporation once the merger has taken place.

4. The date when the Certificate of Incorporation of each constituent corporation was filed by the Department of State is as follows:

Name of Corporation	Date of Incorporation
MedTrans of New York, Inc.	December 27, 1994
Associated Ambulance Service, Inc.	April 8, 1988 (under the name of AMB-U-Chair Coaches Inc.)
Adam Transportation Services, Inc	December 23, 1988
Park Ambulance Service, Inc.	August 3, 1964 (under the name of Park Ambulance & Oxygen Service, inc.)
Five Counties Ambulance Service, Inc.	November 23, 1964
Sunrise Handicap Transport Corp.	May 11, 1981

5. The merger was adopted by each constituent corporation in the following manner.

(a) As to MedTrans of New York, Inc., by the unanimous written consent of the shareholders.

(b) As to Associated Ambulance Service, Inc., by the unanimous written consent of the shareholders.

(c) As to Adam Transportation Service, Inc., by the unanimous written consent of the shareholders.

(d) As to Park Ambulance Service, Inc., by the unanimous written consent of the shareholders.

(e) As to Five Counties Ambulance Service, Inc., by the unanimous written consent of the shareholders.

(f) As to Sunrise Handicap Transport Corp., by the unanimous written consent of the shareholders.

6. The merger shall be effected on the 31st day of August, 1996.

IN WITNESS WHEREOF, we have signed this certificate on the 27 day of August, 1996, and we affirm the statements therein as true under penalties or perjury.

MedTrans of New York, Inc.
By:	/s/ Michael Forsayeth
	Michael Forsayeth - Vice President
By:	/s/ Robert H. Byrne
	Robert H. Byrne - Secretary
Associated Ambulance
By:	/s/ Michael Forsayeth
	Michael Forsayeth - Vice President
By:	/s/ Robert H. Byrne
	Robert H. Byrne - Secretary
Adam Transportation, Inc.
By:	/s/ Michael Forsayeth
	Michael Forsayeth - Vice President
By:	/s/ Robert H. Byrne
	Robert H. Byrne - Secretary
SIGNATURES CONTINUED...
Park Ambulance Service, Inc.
By:	/s/ Michael Forsayeth
	Michael Forsayeth - Vice President

By:	/s/ Robert H. Byrne
	Robert H. Byrne - Secretary

Five Counties Ambulance Service, Inc.
By:	/s/ Michael Forsayeth
	Michael Forsayeth - Vice President
By:	/s/ Robert H. Byrne
	Secretary
Sunrise Handicap Transport Corp.
By:	/s/ Michael Forsayeth
	Michael Forsayeth - Vice President
By:	/s/ Robert H. Byrne
	Robert H. Byrne - Secretary

CERTIFICATE OF MERGER

OF

ASSOCIATED AMBULANCE SERVICE, INC.

ADAM TRANSPORTATION, INC.

PARK AMBULANCE SERVICE, INC.

FIVE COUNTIES AMBULANCE SERVICE, INC.

SUNRISE HANDICAP TRANSPORT CORP.

INTO

MEDTRANS OF NEW YORK, INC.

UNDER SECTION 904 OF THE BUSINESS CORPORATION-LAW

LAIDLAW INC.

3221 N. SERVICE ROAD

BURLINGTON ONTARIO CANADA L7R 3Y8

At a Special Term of the Supreme Court of the State of New York, County of Albany, held at the Court House in Albany, New York, on the 18 day of March, 1997

PRESENT :

JUSTICE

SUPREME COURT

COUNTY OF ALBANY

STATE OF NEW YORK

MEDTRANS OF NEW YORK, INC.,

ASSOCIATED AMBULANCE SERVICE, INC.,

ADAM TRANSPORTATION SERVICE, INC.,

PARK AMBULANCE SERVICE, INC.,

FIVE COUNTIES AMBULANCE SERVICE, INC. AND

SUNRISE HANDICAP TRANSPORT CORP.

Plaintiffs,

- - AGAINST -

SECRETARY OF STATE OF THE STATE OF NEW YORK,

Defendant.

ORDER

Plaintiffs, MEDTRANS OF NEW YORK, INC., ASSOCIATED AMBULANCE SERVICE, INC., ADAM TRANSPORTATION SERVICE, INC., PARK AMBULANCE SERVICE, INC., FIVE COUNTIES AMBULANCE SERVICE, INC. and SUNRISE HANDICAP TRANSPORT CORP. by their attorney, Laurence A. Kirsch, Esq., by an Order To Show Cause having sought an Order in this Court annulling the filing of the Certificate of Merger of the above named corporations into MEDTRANS OF NEW YORK, INC. filed on the 31st day of August, 1996, with the Division of Corporations of the New York State Secretary of State’s Office, and upon reading and filing the affidavit of Lawrence A. Kirsch, Esq., sworn to the 28th day of February, 1997, and the Defendant having no objection to such order, it is hereby

ORDERED, that the Certificate of Merger of ASSOCIATED AMBULANCE SERVICE, INC., ADAM TRANSPORTATION SERVICE, INC., PARK AMBULANCE SERVICE, INC., FIVE COUNTIES AMBULANCE SERVICE, INC. AND SUNRISE HANDICAP TRANSPORT CORP. into MEDTRANS OF NEW YORK, INC. filed in the Offices of the Division of Corporations of the New York Secretary of State’s Office on August 30, 1996, to be effective August 31, 1996 be annulled, and it is further

ORDERED, that the constituent corporations to the above merger be restored to the index of existing corporations of the Department of State, Division of Corporations, and it is further

ORDERED, that Plaintiffs file a copy of this Order with the Department of State, Division of Corporations with respect to each of the above named entities and pay the appropriate statutory filing fees for same.

Signed this 18 day of March, 1997, at Albany, New York.

/s/ X

Hon.

Justice of the Supreme Court

STATE OF NEW YORK

COUNTY OF ALBANY CLERK’S OFFICE

ss.:

I, THOMAS G. CLINGAN, Clerk of the said County, and also Clerk of the Supreme and County Courts, being Courts of Record held therein, DO HEREBY CERTIFY that I have compared the annexed copy with the original thereof filed in this office on the 18 day of March 1997 and that the same is a correct transcript therefrom, and of the whole of said original.

IN TESTIMONY WHEREOF, I have hereunto set my name and affixed my official seal, this 18 day of March 1997.

/s/ THOMAS G. CLINGAN

Clerk

COURT ORDER NULLIFYING

CERTIFICATE OF MERGER

OF

MEDTRANS OF NEW YORK, INC.

ASSOCIATED AMBULANCE SERVICE, INC.

ADAM TRANSPORTATION SERVICE INC.

PARK AMBULANCE SERVICE, INC.

FIVE COUNTIES AMBULANCE SERVICE, INC.

SUNRISE HANDICAP TRANSPORT CORP.

Filed by:

HARTER, SECREST & EMERY

700 MIDTOWN TOWER

ROCHESTER, NY 14604-2070

CERTIFICATE OF CHANGE

OF

SUNRISE HANDICAP TRANSPORT CORP.

Under Section 805-A of the Business Corporation Law

1. The name of the corporation is SUNRISE HANDICAP TRANSPORT CORP.

If applicable, the original name under which it was formed is

2. The Certificate of Incorporation of said corporation was filed by the Department of State on 5-11-81.

3. The address of C T Corporation System as the registered agent of said corporation is hereby changed from CT CORPORATION SYSTEM, 1633 BROADWAY, NEW YORK. NY 10019 to 111 Eighth Avenue, New York, New York 10011.

4. The address to which the Secretary of State shall mail a copy of process in any action or proceeding, against the corporation which may be served on him is hereby changed from c/o CT CORPORATION SYSTEM, 1633 BROADWAY, NEW YORK, NY 10019 to c/o C T Corporation System, 111 Eighth Avenue, New York, New York 10011.

5. Notice of the above changes was mailed to the corporation by C T Corporation System not less than 30 days prior to the date of delivery to the Department of State and such corporation has not objected thereto.

6. C T Corporation System is both the agent of such corporation to whose address the Secretary of State is required to mail copies of process and the registered agent of such corporation.

IN WITNESS WHEREOF, I have signed this certificate on September 1, 1999 and affirm the statements contained herein as true under penalties of perjury.

CT CORPORATION SYSTEM

By:	/s/ Kenneth J. Uva
	Kenneth J. Uva - Vice President

E9 - DRAWDOWN

CERTIFICATE OF CHANGE

OF

SUNRISE HANDICAP TRANSPORT CORP.

Under Section 805-A of the Business Corporation Law

Filed by:

C T CORPORATION SYSTEM

111 Eighth Avenue

New York, NY 10011

New York State

Department of State

Division of Corporations, State Records

and Uniform Commercial Code

41 State Street

Albany, NY 12231

www.dos.state.ny.us

CERTIFICATE OF CHANGE

SUNRISE HANDICAP TRANSPORT CORP.

(Insert Name of Domestic Corporation)

Under Section 805-A of the Business Corporation Law

FIRST: The name of the corporation is: SUNRISE HANDICAP TRANSPORT CORP.

If the name of the corporation has been changed, the name under which it was formed is:

SECOND: The certificate of incorporation was filed by the Department of State on: May 11, 1981

THIRD: The change(s) effected hereby are: [Check appropriate box(es)]

o            The county location, within this state, in which the office of the corporation is located, is changed to:

x           The address to which the Secretary of State shall forward copies of process accepted on behalf of the corporation is changed to read in its entirety as follows: c/o Corporation Service Company, 80 State Street Albany, NY 12207-2543

x           The corporation hereby: [Check one]

oDesignates                                                                  as its registered agent upon whom process against the corporation may be served. The street address of the registered agent is:

xChanges the designation of its registered agent to:  Corporation Service Company.  The street address of the registered agent is: 80 State Street Albany, NY 12207-2543

oChanges the address of its registered agent to:

oRevokes the authority of its registered agent.

FOURTH: The change was authorized by the board of directors.

(Signature) (Name and Title of Signer)

CERTIFICATE OF CHANGE

SUNRISE HANDICAP TRANSPORT CORP.

(Insert Name of Domestic Corporation)

Under Section 805-A of the Business Corporation Law

Filer’s Name Emcare Inc., Attn: Ms. Robyn Bakalar

Address 1717 Main Street, Suite 5200

City, State and Zip Code Dallas, TX 75201

NOTE  This form was prepared by the New York State Department of State. You are not required to use this form. You may draft your own form or use forms available at legal stationery stores. The Department of State recommends that all documents be prepared under the guidance of an attorney. The certificate must be submitted with a $30 filing fee.

For Office Use Only

EX-3.232

Exhibit 3.232

BY—LAWS

OF

SUNRISE HANDICAP TRANSPORT CORP.

ARTICLE I. SHAREHOLDERS’ MEETING

Section 1. — Annual Meeting.

The annual meeting of the shareholders shall be held within five months after the close of the fiscal year of the Corporation, for the purpose of electing directors, and transacting such other business as may properly come before the meeting.

Section 2 — Special Meetings:

Special meetings of the shareholders may be called at any time by the Board of Directors or by the President or the Secretary at the written request of the holders of fifty per cent (50%) of the shares then outstanding and entitled to vote thereat, or as otherwise required under the provisions of the Business Corporation Law.

Section 3 — Place of Meetings:

All meetings of shareholders shall be held at the principal office of the Corporation, or at such other places within or without the State of New York as shall be designated in the notices or waivers of notice of such meetings.

Section 4 — Notice of Meetings:

(a) Written notice of each meeting of shareholders, whether annual or special, stating the time when and place where it is to be held, shall be served either personally or by mail, not less than ten or more than fifty days before the meeting, upon each shareholder of record entitled to vote at such meeting, and to any other shareholder to whom the giving of notice may be required by law. Notice of a special meeting shall also state the purpose or purposes for which the meeting is called, and shall indicate that it is being issued by, or at the direction of, the person or persons calling the meeting. If, at any meeting, action is proposed to be taken that would, if taken, entitle shareholders to receive payment for their shares pursuant to the Business Corporation Law, the notice of such meeting shall include a statement of that purpose and to that effect. If mailed, such notice shall be directed to each such shareholder at his address, as it appears on the records of the shareholders of the Corporation, unless he shall have previously filed with the Secretary of the Corporation a written request that notices intended for him be mailed to some other address, in which case, it shall be mailed to the address designated in such request.

(b) Notice of any meeting need not be given to any person who may become a shareholder of record after the mailing of such notice and prior to the meeting, or to any shareholder who attends such meeting, in person or by proxy, or to any shareholder who, in person or by proxy, submits a signed waiver of notice either before or after such meeting. Notice of any adjourned meeting of shareholders need not be given, unless otherwise required by statute.

Section 5 — Quorum:

(a) Except as otherwise provided herein, or by statute, or in the Certificate of Incorporation (such Certificate and any amendments thereof being hereinafter collectively referred to as the “Certificate of Incorporation”), at all meetings of shareholders of the Corporation, the presence at the commencement of such meetings in person or by proxy of shareholders holding of record a majority of the total number of shares of the Corporation then issued and outstanding and entitled to vote, shall be necessary and sufficient to constitute a quorum for the transaction of any business. The withdrawal of any shareholder after the commencement of a meeting shall have no effect on the existence of a quorum, after a quorum has been established at such meeting.

(b) Despite the absence of a quorum at any annual or special meeting of shareholders, the shareholders, by a majority of the votes cast by the holders of shares entitled to vote thereon, may adjourn the meeting. At any such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called if a quorum had been present.

Section 6 — Voting:

(a) Except as otherwise provided by statute or by the Certificate of Incorporation, any corporate action, other than the election of directors to be taken by vote of the shareholders, shall be authorized by a majority of votes cast at a meeting of shareholders by the holders of shares entitled to vote thereon.

(b) Except as otherwise provided by statute or by the Certificate of Incorporation, at each meeting of shareholders, each holder of record of stock of the Corporation entitled to vote thereat, shall be entitled to one vote for each share of stock registered in his name on the books of the Corporation.

(c) Each shareholder entitled to vote or to express consent or dissent without a meeting, may do so by proxy; provided, however, that the instrument authorizing such proxy to act shall have been executed in writing by the shareholder himself, or by his attorney-in-fact thereunto duly authroized in writing. No proxy shall be valid after the expiration of eleven months from the date of its execution, unless the persons executing it shall have specified therein the length of time it is to continue in force. Such instrument shall be exhibited to the Secretary at the meeting and shall be filed with the records of the Corporation.

(d) Any resolution in writing, signed by all of the shareholders entitled to vote thereon, shall be and constitute action by such shareholders to the effect therein expressed, with the same force and effect as if the same had been duly passed by unanimous vote at a duly called

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meeting of shareholders and such resolution so signed shall be inserted in the Minute Book of the Corporation under its proper date.

ARTICLE II. DIRECTORS

SUNRISE HANDICAP TRANSPORT CORP.

Section 1. — Number.

The affairs and the business of the Corporation, except as otherwise provided in the Certificate of Incorporation, shall be managed by the Board of Directors. The number of the directors of the Corporation shall be ( ), unless and until otherwise determined by vote of a majority of the entire Board of Directors. The number of Directors shall not be less than three, unless all of the outstanding shares are owned beneficially and of record by less than three shareholders, in which event the number of directors shall not be less than the number of shareholders.

Section 2. — How Elected.

At the annual meeting of shareholders, the persons duly elected by the votes cast at the election held thereat shall become the directors for the ensuing year.

Section 3. — Term of Office.

The term of office of each of the directors shall be until the next annual meeting of shareholders and thereafter until a successor has been elected and qualified.

Section 4. — Duties of Directors.

The Board of Directors shall have the control and general management of the affairs and business of the Corporation unless otherwise provided the certificate of Incorporation. Such directors shall in all cases act as a Board regularly convened by a majority, and they may adopt such rules and regulations for the conduct of their meetings, and the management and business of the Corporation as they may deem proper, not inconsistent with these By-Laws and the Laws of the State of New York.

Section 5. — Directors’ Meetings.

Regular meetings of the Board of Directors shall be held immediately following the annual meetings of the shareholders, and at such other times as the Board of Directors may determine. Special meetings of the Board of Directors may be called by the President at any time and must be called by the President or the Secretary upon the written request of two Directors.

Section 6. — Notice of Special Meetings.

Notice of special meetings of the Board of Directors shall be served personally or by mail addressed to each Director at his last known address no less than five or more than

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twenty days prior to the date of such meeting. The notice of such meeting shall contain a statement of the business to be transacted thereat. No business other than that specified in the call for the meeting shall be transacted at any such special meeting. Notice of special meeting may be waived by any Direct-or by written waiver or by personal attendance thereat without protest of lack of notice to him.

Section 7. — Quorum.

At any meeting of the Board of Directors, except as otherwise provided by the Certificate of Incorporation, or by these By-Laws, a majority of the Board of Directors shall constitute a quorum. However, a lesser number when not constituting a quorum may adjourn the meeting from time to time until a quorum shall be present or represented.

Section 8. — Voting.

Except as otherwise provided by statute, or by the Certificate of Incorporation, or by these By-Laws, the affirmative vote of a majority of the Directors present at any meeting of the Board of Directors at which a quorum is present shall be necessary for the transaction of any item of business thereat. Any resolution in writing, signed by all of the directors entitled to vote thereon, shall be and constitute action by such directors to the effect therein expressed, with the same force and effect as if the same had been duly passed by unanimous vote at a duly called meeting of directors and such resolution so signed shall be inserted in the Minute Book of the Corporation under its proper date.

Section 9. — Vacancies.

Unless otherwise provided in the Certificate of Incorporation, vacancies in the Board of Directors occurring between annual meetings of the shareholders shall be filled for the unexpired portion of the term by a majority vote of the remaining Directors, even though less than a quorum exists.

Section 10. — Removal of Directors.

Any or all of the directors may be removed, either with or without cause at any time by a vote of the shareholders at any meeting called for such purpose.

Section 11. — Resignation.

Any director may resign at any time by giving written notice to the Board of Directors, the President or the Secretary of the Corporation. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Directors or such officer, and the acceptance of such resignation shall not be necessary to make it effective.

Section 12. — Salary.

No stated salary shall be paid to directors, as such, for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; provided, however, that

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nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 13. — Contracts.

(a) No contract or other transaction between this Corporation and any other Corporation shall be impaired, affected or invalidated, nor shall any director be liable in any way by reason of the fact that any one or more of the directors of this Corporation is or are interested in, or is a director or officer, or are directors or officers of such other Corporation, provided that such facts are disclosed or made known to the Board of Directors.

(b) Any director, personally and individually, may be interested in any contract or transaction of this Corporation, and no director shall be liable in any way by reason of such interest, provided that the fact of such interest be disclosed or made known to the Board of Directors, and provided that the Board of Directors shall authorize, approve or ratify such contract or transaction by the vote (not counting the vote of any such director) of a majority of a quorum, notwithstanding the presence of any such director at the meeting at which such action is taken. Such director or directors may be counted in determining the presence of a quorum at such meeting. This Section shall not be construed to impair or invalidate or in any way affect any contract or other transaction which would otherwise be valid under the law (common, statutory or otherwise) applicable thereto.

Section 14. — Committees;

The Board of Directors, by resolution adopted by a majority of the entire Board, may from time to time designate from among its members an executive committee and such other committees, and alternate members thereof, as they deem desirable, each consisting of three or more members, with such powers and authority (to the extent permitted by law) as may be provided in such resolution. Each such committee shall serve at[ the pleasure of the Board.

ARTICLE III. OFFICERS

SUNRISE HANDICAP TRANSPORT CORP.

Section 1 — Number of Officers.

(a) The officers of the Corporation shall consist of a President, a Secretary, a Treasurer, and such other officers, including a Chairman of the Board of Directors. and one or more Vice Presidents, as the Board of Directors may from time to time deem advisable. Any officer other than the Chairman of the Board of Directors may be, but is not required to be, a director of the Corporation. Any officer may hold more than one office, except the same person may not hold the office of President and Secretary.

Section 2. — Election of Officers.

Officers of the Corporation shall be elected at the first meeting of the Board of Directors. Thereafter, and unless otherwise provided in the Certificate of Incorporation, the officers of the Corporation shall be elected annually by the Board of Directors at its meeting held

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immediately after the annual meeting of shareholders and shall hold office for one year and until their successors have been duly elected and qualified.

Section 3. — Removal of Officers.

Any officer elected by the Board of Directors may be removed, with or without cause, and a successor elected, by vote of the Board of Directors, regularly convened at a regular or special meeting. Any officer elected by the shareholders may be removed, with or without cause, and a successor elected, by vote of the shareholders, regularly convened at an annual or special meeting.

Section 4. — President.

The President shall be the chief executive officer of the Corporation and shall have general charge of the business, affairs and property thereof, subject to direction of the Board of Directors, and shall have general supervision over its officers and agents. He shall, if present, preside at all meetings of the Board of Directors in the absence of a Chairman of the Board and at all meetings of shareholders. He may do and perform all acts incident to the office of President.

Section 5. — Vice-President.

In the absence of or inability of the President to act, the Vice-President shall perform the duties and exercise the powers of the President and shall perform such other functions as the Board of Directors may from time to time prescribe.

Section 6. — Secretary.

The Secretary shall:

(a) Keep the minutes of the meetings of the Board of Directors and of the shareholders in appropriate books.

(b) Give and serve all notice of all meetings of the Corporation.

(c) Be custodian of the records and of the seal of the Corporation and affix the latter to such instruments or documents as may be authorized by the Board of Directors.

(d) Keep the shareholder records in such a manner as to show at any time the amount of shares, the manner and the time the same was paid for, the names of the owners thereof alphabetically arranged and their respective places of residence, or their Post Office addresses, the number of shares owned by each of them and the time at which each person became owner, and keep such shareholder records available daily during the usual business hours at the office of the Corporation subject to the inspection of any person duly authorized, as prescribed by law.

(e) Do and perform all other duties incident to the office of Secretary.

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Section 7. — Treasurer.

The Treasurer shall:

(a) Have the care and custody of and be responsible for all of the funds and securities of the Corporation and deposit of such funds in the name and to the credit of the Corporation in such a bank and safe deposit vaults as the Directors may designate.

(b) Exhibit at all reasonable times his books and accounts to any Director or shareholder of the Corporation upon application at the office of the Corporation during business hours.

(c) Render a statement of the condition of the finances of the Corporation at each stated meeting of the Board of Directors if called upon to do so, and a full report at the annual meeting of shareholders. He shall keep at the office of the Corporation correct books of account of all of its business and transactions and such books of account as the Board of Directors may require. He shall do and perform all other duties incident to the office of Treasurer.

Section 8. — Duties of Officers May Be Delegated.

In the case of the absence of any officer of the Corporation, or for any reason the Board may deem sufficient, the Board may, except as otherwise provided in these By-Laws, delegate the powers or duties of such officers to any other officer or any Director for the time being, provided a majority of the entire Board concur therein.

Section 9. — Vacancies - How Filled.

Should any vacancy in any office occur by death, resignation or otherwise, the same shall be filled, without undue delay, by the Board of Directors at its next regular meeting or at a special meeting called for that purpose, except as otherwise provided in the Certificate of Incorporation.

Section 10. — Compensation of Officers.

The officers shall receive such salary or compensation as may be fixed and determined by the Board of Directors, except as otherwise provided in the certificate of Incorporation.

ARTICLE IV. CERTIFICATES REPRESENTING SHARES

SUNRISE HANDICAP TRANSPORT CORP.

Section 1. — Issue of Certificates Representing Shares.

The President shall cause to be issued to each shareholder one or more certificates, under the seal of the Corporation, signed by the President (or Vice-President) and the Treasurer (or Secretary) certifying the number of shares owned by him in the Corporation.

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Section 2. — Lost or Destroyed Certificates.

The holder of any certificate representing shares of the Corporation shall immediately notify the Corporation of any loss or destruction of the certificate representing the same. The Corporation may issue a new certificate in the place of any certificate theretofore issued by it, alleged to have been lost or destroyed. On production of such evidence of loss or destruction as the Board of Directors in its discretion may require, the Board of Directors may, in its discretion, require the owner of the lost or destroyed certificate, or his legal representatives, to give the Corporation a bond in such sum as the Board may direct, and with such surety or sureties as may be satisfactory to the Board, to indemnify the Corporation against any claims, loss, liability or damage it may suffer on account of the issuance of the new certificate. A new certificate may be issued without requiring any such evidence or bond when, in the judgment of the Board of Directors, it is proper so to do.

Section 3. — Transfers of Shares.

(a) Transfers of shares of the Corporation shall be made on the shares records of the Corporation only by the holder of record thereof, in person or by his duly authorized attorney, upon surrender for cancellation of the certificate or certificates representing such shares, with an assignment or power of transfer endorsed thereon or delivered therewith, duly executed, with such proof of the authenticity of the signature and of authority to transfer and of payment of transfer taxes as the Corporation or its agents may require.

(b) The Corporation shall be entitled to treat the holder of record of any share or shares as the absolute owner thereof for all purposes and, accordingly, shall not be bound to recognize any legal, equitable or other claim to, or interest in, such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by law.

ARTICLE V. SEAL

The seal of the Corporation shall be as follows:

ARTICLE VI. DIVIDENDS OR OTHER DISTRIBUTIONS

The Corporation, by vote of the Board of Directors, may declare and pay dividends or make other distributions in cash or its bonds or its property on its outstanding shares to the extent as provided and permitted by law, unless contrary to any restriction contained in the Certificate of Incorporation.

ARTICLE VII. NEGOTIABLE INSTRUMENTS

All checks, notes or other negotiable instruments shall be signed on behalf of this Corporation by such of the officers, agents and employees as the Board of Directors may from time to time designate, except as otherwise provided in the certificate of Incorporation.

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ARTICLE VIII. FISCAL YEAR

The fiscal year of the Corporation shall be determined by resolution of the Board of Directors.

ARTICLE IX. AMENDMENTS

Section 1. — By Shareholders.

All by-laws of the Corporation shall be subject to alteration or repeal and new by-laws may be made, by a majority vote of the shareholders at the time entitled to vote in the election of directors.

Section 2. — By Directors;

The Board of Directors shall have power to make, adopt, alter, amend and repeal, from time to time, by-laws of the Corporation; provided, however, that the shareholders entitled to vote with respect thereto as in this Article IX above-provided may alter, amend or repeal by-laws made by the Board of Directors, except that the Board of Directors shall have no power to change the quorum for meetings of shareholders or of the Board of Directors, or to change any provisions of the by-laws with respect to the removal of directors or the filling of vacancies in the Board resulting from the removal by the shareholders. If any by-law regulating an impending election of directors is adopted, amended or repealed by the Board of Directors, there shall be set forth in the notice of the next meeting of shareholders for the election of directors, the by-law so adopted, amended or repealed, together with a concise statement of the changes made.

ARTICLE X. OFFICES

The offices of the Corporation shall be located in the City, County and State designated in the Certificate of Incorporation. The Corporation may also maintain offices at such other places within or without the United States as the Board of Directors may, from time to time, determine.

The undersigned Incorporator certifies that he has adopted the foregoing by-laws as the first by-laws of the Corporation, in accordance with the requirements of the Business Corporation Law.

Dated: MAY 11, 1981

/s/ Joseph Randazzo

Incorporator

JOSEPH RANDAZZO

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SUNRISE HANDICAP TRANSPORT CORP.

(the “Corporation”)

ACTION BY WRITTEN CONSENT OF THE SOLE DIRECTOR

The undersigned, being the sole director of the Corporation, hereby consents to the following actions and adopts the following resolutions:

BE IT RESOLVED:

1.  The By-Laws of the Corporation be and are hereby amended to fix the number of Directors of the Corporation at one or, if the By-Laws of the Corporation fix a numeric range of Directors that the Corporation is authorized to have, to decrease the minimum number of Directors of the Corporation to one.

The consent shall be filed with the minutes of the meetings of the directors of the Corporation and shall be treated for all purposes as action taken at a meeting.

Dated this 8th day of November, 2000

/s/ John R. Grainger

John R. Grainger

Sole Director

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EX-3.233

Exhibit 3.233

FORM B C A-47

BEFORE ATTEMPTING TO EXECUTE THESE BLANKS BE SURE TO READ CAREFULLY

THE INSTRUCTIONS ON THE BACK THEREOF.

(THESE ARTICLES MUST BE FILED IN DUPLICATE)

STATE OF ILLINOIS,
	ss.
LAKE COUNTY

TO Alan J. Dixon, Secretary of State

THE UNDERSIGNED,

Name	Number	Street	Address City	State
Tom E. Krause	127	Woodlawn Drive,	Mundelein,	Illinois
Nancy Krause	127	Woodlawn Drive,	Mundelein,	Illinois

being one or more natural persons of the age of twenty-one years or more or a corporation, and having subscribed to shares of the corporation to be organized pursuant hereto, for the purpose of forming a corporation under “The Business Corporation Act” of the State of Illinois, do hereby adopt the following Articles of Incorporation:

ARTICLE ONE

The name of the corporation hereby incorporated is: TEK, Inc.

ARTICLE TWO

The address of its initial registered office in the State of Illinois is: 175 Peterson Road Street, in the Village of Libertyville 60048 County of Lake and the name of its initial Registered Agent at said address is: Tom E. Krause

ARTICLE THREE

The duration of the corporation is: Perpetual

ARTICLE FOUR

The purpose or purposes for which the corporation is organized are:

The running of an ambulance and rescue squad business and all activities relating thereto including but not limited to the emergency and non-emergency transportation of people via ambulance or other motor vehicle. The corporation will not engage in the practice of medicine.

ARTICLE FIVE

PARAGRAPH 1: The aggregate number of shares which the corporation is authorized to issue is 1,000, divided into one (1) classes. The designation of each class, the number of shares of each class, and the par value, if any, of the shares of each class, or a statement that the shares of any class are without par value, are as follows:

	Series	Number of	Par value per share or statement that shares
Class	(If any)	Shares	are without par value
Common		1,000	No Par Value

PARAGRAPH 2: The preferences, qualifications, limitations, restrictions and the special or relative rights in respect of the shares of each class are:

NONE

ARTICLE SIX

The class and number of shares which the corporation proposes to issue without further report to the Secretary of State, and the consideration (expressed in dollars) to be received by the corporation therefor, are:

		Total consideration to be
Class of shares	Number of shares	received therefor:
Common	1,000	$	10,000.00

ARTICLE SEVEN

The corporation will not commence business until at least one thousand dollars has been received as consideration for the issuance of shares.

ARTICLE EIGHT

The number of directors to be elected at the first meeting of the shareholders is: two (2)

ARTICLE NINE

PARAGRAPH 1: It is estimated that the value of all property to be owned by the corporation for the following year wherever located will be $10,000

PARAGRAPH 2: It is estimated that the value of the property to be located within the State of Illinois during the following year will be $10,000

PARAGRAPH 3: It is estimated that the gross amount of business which will be transacted by the corporation during the following year will be $140,000

PARAGRAPH 4: It is estimated that the gross amount of business which will be transacted at or from places of business in the State of Illinois during the following year will be $140,000

NOTE: If all the property of the corporation is to be located in this State and all of its business is to be transacted at or from places of business in this State, or if the incorporators elect to pay the initial franchise tax on the basis of its entire stated capital and paid-in surplus, then the information called for in Article Nine need not be stated.

/s/ Tom E. Krause

Tom E. Krause

/s/ Nancy M. Krause

Nancy M. Krause

Incorporators Signatures

NOTE: There may be one or more incorporators. Each incorporator shall be either a corporation, domestic or foreign, or a natural person of the age of twenty-one years or more. If a corporation acts as incorporator, the name of the corporation and state of incorporation shall be shown and the execution must be by its President or Vice-President and verified by him, and the corporate seal shall be affixed and attested by its Secretary or an Assistant Secretary.

OATH AND ACKNOWLEDGMENT

STATE OF ILLINOIS
	ss.
Lake County

I, Jayne J. Harlow, A Notary Public, do hereby certify that on the 23rd day of March 1977 Tom E. Krause and Nancy M. Krause personally appeared before me and being first duly sworn by me acknowledged the signing of the foregoing document in the respective capacities therein set forth and declared that the statements therein contained are true.

IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year above written.

/s/ Jayne J. Harlow

Notary Public

BCA 1.15 (Rev. Jan. 1986)

Submit in Duplicate

Remit payment in Check or Money Order, payable to “Secretary of State”.

DO NOT SEND CASH!

JIM EDGAR

SECRETARY OF STATE

STATE OF ILLINOIS

STATEMENT OF CORRECTION

Pursuant to the provisions of “The Business Corporation Act of 1983”, the undersigned corporation hereby submits the following Statement of Correction.

1.The name of the corporation is TEK, Inc.

2.The State or Country of incorporation is Illinois

3.The title of the instrument to be corrected is Articles of Incorporation

4.The instrument to be corrected was filed by the Secretary of State on March 25, 1977.

5.It was inaccurate, erroneous or defective in the following: If not sufficient space to cover this point, add one or more sheets of this size.

The consideration to be received for the initial issuance of shares was misstated.

6.The corrected portion(s) of the above instrument, in corrected form, are as follows: If not sufficient space to cover this point, use reverse side or add one or more sheets of this size.

Article 6:

		Total consideration
Class of shares	Number of shares	received
Common	1,000	1,000

The undersigned corporation has caused this statement to be signed by its duly authorized officers, each of whom affirm, under penalties of perjury, that the facts stated herein are true.

Dated April 21, 1987		TEK, INC.
		(Exact Name of Corporation)
attested by	/s/ Nancy M. Krause	by	/s/ Tom E. Krause
(Signature of Secretary or Assistant Secretary)		(Signature of President or Vice President)
Nancy M. Krause/Secretary		Tom E. Krause/President
(Type or Print Name and Title)		(Type or Print Name and Title)

File #

Form BCA-5.10

NFP-105.10

(Rev. Jan. 1995)

George H. Ryan

Secretary of State

Department of Business Services

Springfield, IL 62756

Telephone (217) 782-3647

STATEMENT OF CHANGE OF REGISTERED AGENT AND/OR REGISTERED OFFICE

1.             CORPORATE NAME: TEK, INC.

2.             STATE OR COUNTRY OF INCORPORATION: ILLINOIS

3.             Name and address of the registered agent and registered office as they appear on the records of the office of the Secretary of State (before change):

Registered Agent	Tom E. Krause
	First Name		Middle Name		Last Name
Registered Office	4801    Prime Parakway
	Number    Street    Suite No.(A P.O. Box alone is not acceptable)
	McHenry	60051-1660		McHenry
	City	Zip Code		County

4.             Name and address of the registered agent and registered office shall be (after all changes herein reported):

Registered Agent	C T Corporation system
	First Name		Middle Name		Last Name
Registered Office	208     S. LaSalle Street
	Number    Street    Suite No. (A P.O. Box alone is not acceptable)
	Chicago	60604		Cook
	City	Zip Code		County

(ILL. - 581 - 12/27/94)

5.             The address of the registered office and the address of the business office of the registered agent, as changed, will be identical.

6.             The above change was authorized by: (“X” one box only)

a.        o      By resolution duly adopted by the board of directors.	(Note 5)
b.        o      By action of the registered agent.	(Note 6)

NOTE: When the registered agent changes, the signatures of both president and secretary are required.

7.             (If authorized by the board of directors, sign here. See Note 5) The undersigned corporation has caused this statement to be signed by its duly authorized officers, each of whom affirms, under penalties of perjury, that the facts stated herein are true.

Dated     November 30, 1995		TEK, INK
		(Exact Name of Corporation)
attested by	/s/ Robert H. Byrne	by	/s/ Robert E. Janett
	(Signature of Secretary)	(Signature of Vice President)
	Robert H. Byrne - Secretary	Robert E. Janett - Vice-President
	(Type or Print Name and Title)	(Type or Print Name and Title)

(If change of registered office by registered agent, sign here. See Note 6) The undersigned, under penalties of perjury, affirms that the facts stated herein are true.

Dated 12/8/95 19	/s/ Ann Marie Cummins
	(Signature of Registered Agent of Record)
	ANN MARIE CUMMINS
	ASSISTANT SECRETARY

NOTES

1.             The registered office may, but need not be the same as the principal office of the corporation. However, the registered office and the office address of the registered agent must be the same.

2.             The registered office must include a street or road address; a post office box number alone is not acceptable.

3.             A corporation cannot act as its own registered agent.

4.             If the registered office is changed from one county to another, then the corporation must file with the recorder of deeds of the new county a certified copy of the articles of incorporation and a certified copy of the statement of change of registered office. Such certified copies may be obtained ONLY from the Secretary of State.

5.             Any change of registered agent must be by resolution adopted by the board of directors. This statement must then be signed by the president (or vice-president) and by the secretary (or an assistant secretary).

6.             The registered agent may report a change of the registered office of the corporation for which he or she is registered agent. When the agent reports such a change, this statement must be signed by the registered agent.

FORM BCA 5.10/5.20 (rev. Dec. 2003)

STATEMENT OF CHANGE OF REGISTERED AGENT AND/OR REGISTERED OFFICE

Business Corporation Act

Jesse White, Secretary of State Department of Business Services

Springfield, IL 62756

Telephone (217) 782-3647

www.cyberdriveillinois.com

Remit payment in the form of a check or money order payable to the Secretary of State.

File # 51121457 Filing Fee:
$25.00 Approved:
SR

Submit in duplicate Type or Print clearly in black ink Do not write above this line

1.CORPORATE NAME:        TEK, INC.

2.STATE OR COUNTRY OF INCORPORATION:        Illinois

3.Name and address of the registered agent and registered office as they appear on the records of the office of the Secretary of State (before change):

Registered Agent:	C T Corporation System
	First Name	Middle Name	Last Name
Registered Office:	208 South LaSalle Street, Suite 814

Number	Street		Suite No. (A P.O. Box alone is not acceptable)
Chicago		60604-1101		Cook
City		ZIP Code		County

4.Name and address of the registered agent and registered office shall be (after all changes herein reported):

Registered Agent:	Illinois Corporation Service Company
	First Name		Middle Name		Last Name
Registered Office:	801 Adlai Stevenson Drive
	Number	Street		Suite No. (A P.O. Box alone is not acceptable)
	Springfield		62703		Sangamon
	City		ZIP Code		County

5.The address of the registered office and the address of the business office of the registered agent, as changed, will be identical.

6.The above change was authorized by: (“X” one box only)

a.x By resolution duly adopted by the board of directors.	(Note 5)
b.o By action of the registered agent.	(Note 6)

SEE REVERSE SIDE FOR SIGNATURES(S).

7.(If authorized by the board of directors, sign here. See Note 5)

The undersigned corporation has caused this statement to be signed by a duly authorized officer who affirms, under penalties of perjury, that the facts stated herein are true.

Dated	Feb 10, 2006,		TEK, INC.
	(Month & Day)	(Year)	(Exact Name of Corporation)
	/s/ Randy Owen
	(Any Authorized Officer’s Signature)
	Randy Owen, Chief Financial Officer & VP
	(Type or Print Name and Title))

(If change of registered office by registered agent, sign here. See Note 6)

The undersigned, under penalties of perjury, affirms that the facts stated herein are true.

Dated	,
	(Month & Day)	(Year)	(Signature of Registered Agent of Record))
			(Type or print name. If the registered agent is a corporation, type or print the name and title of the officer who is signing on its behalf.)

NOTES

1.The registered office may, but need not be the same as the principal office of the corporation. However, the registered office and the office address of the registered agent must be the same.

2.The registered office must include a street or road address; a post office box number alone is not acceptable.

3.A corporation cannot act as its own registered agent.

4.If the registered office is changed from one county to another, then the corporation must file with the recorder of deeds of the new county a certified copy of the articles of incorporation and a certified copy of the statement of change of registered office. Such certified copies may be obtained ONLY from the Secretary of State.

5.Any change of registered agent must be by resolution adopted by the board of directors. This statement must then be signed by a duly authorized officer.

6.The registered agent may report a change of the registered office of the corporation for which he or she is registered agent. When the agent reports such a change, this statement must be signed by the registered agent. If a corporation is acting as the registered agent, a duty authorized officer of such corporation must sign this statement.

FORM BCA 10.30 (rev. Dec, 2003)

ARTICLES OF AMENDMENT

Business Corporation Act

Secretary of State

Department of Business

Services Springfield, IL 62756

217-782-1832

www.cyberdriveillinois.com

Remit payment in the form of a check or money order payable to the Secretary of State.

File # 5112-145-7 Filing Fee:
$50 Approved:
KK

Submit in duplicate Type or Print clearly in black ink Do not write above this line

1.CORPORATION NAME (See Note 1 on page 4.):     TEK Ambulance, Inc.

2.Manner of Adoption of Amendment:

The following amendment to the Articles of Incorporation was adopted on in the manner indicated below:	May 25,	2011
	Month & Day	Year

Mark an “X” in one box only.

oBy a majority of the incorporators, provided no directors were named in the Articles of Incorporation and no directors have been elected. (See Note 2 on page 4.)

oBy a majority of the board of directors, in accordance with Section 10.10, the Corporation having issued no shares as of the time of adoption of this

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amendment. (See Note 2 on page 4.)

oBy a majority of the board of directors, in accordance with Section 10.15, shares having been issued but shareholder action not being required for the adoption of the amendment. (See Note 3 on page 4.)

oBy the shareholders, in accordance with Section 10.20, a resolution of the board of directors having been duly adopted and submitted to the shareholders. At a meeting of shareholders, not less than the minimum number of votes required by statute and by the Articles of Incorporation were voted in favor of the amendment. (See Note 4 on page 4.)

oBy the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of the board of directors having been duly adopted and submitted to the shareholders. A consent in writing has been signed by shareholders having not less than the minimum number of votes required by statute and by the Articles of Incorporation. Shareholders who have not consented in writing have been given notice in accordance with Section 7.10. (See Notes 4 and 5 on page 4.)

xBy the shareholders, in accordance with Section 10.20, a resolution of the board of directors having been duly adopted and submitted to the shareholders. A consent in writing has been signed by all the shareholders entitled to vote on this amendment. (See Note 5 on page 4.)

3.Text of Amendment:

a.When amendment effects a name change, insert the New Corporate Name below. Use page 2 for all other amendments.

Article I: Name of the Corporation:
	New Name

(All changes other than name include on page 2.)

Text of Amendment

b.If amendment affects the corporate purpose, the amended purpose is required to be set forth in its entirety. For more space, attach additional sheets of this size.

The nature of the business of the Corporation and its purpose is to engage in any lawful act or activity for which corporations may be formed under the Illinois Business Corporation Act, including, without limitation, the running of an ambulance and rescue squad business and all activities relating thereto including, but not limited to, the emergency and non-emergency transportation of people via ambulance or other motor vehicles. The corporation will not engage in the practice of medicine.

4The manner, If not set forth in Article 3b, in which any exchange, reclassification or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, provided for or effected by this amendment, is as follows (If not applicable, insert “No change”):

No change.

5.a.The manner, if not set forth in Article 3b, in which said amendment effects a change in the amount of paid-in capital is as follows (if not applicable, insert “No change”):

(Paid-in Capital replaces the terms Stated Capital and Paid-in Surplus and is equal to the total of these accounts.)

No change

b.The amount of paid-in capital as changed by this amendment is as follows (if not applicable, Insert “No change”): (Paid-in Capital replaces the terms Stated Capital and Paid-in Surplus and is equal to the total of these accounts.) (See Note 6 on page 4.)

	Before Amendment		After Amendment
Paid-in Capital:	$	No change	$	No change

Complete either item 6 or 7 below. All signatures must be in BLACK INK.

6.The undersigned Corporation has caused this statement to be signed by a duly authorized officer who affirms, under penalties of perjury, that the facts stated herein are true and correct.

Dated	May 25,	2011	TEK Ambulance, Inc.
	Month & Day	Year	Exact Name of Corporation
	/s/ William A. Sanger
	Any Authorized Officer’s Signature
	William A. Sanger (Chief Executive Officer)
	Name and Title (type or print)

7.If amendment is authorized pursuant to Section 10,10 by the incorporators, the incorporators must sign below, and type or print name and title.

OR

If amendment is authorized by the directors pursuant to Section 10.10 and there are no officers, a majority of the directors, or such directors as may be designated by the board, must sign below, and typo or print name and title.

The undersigned affirms, under penalties of perjury, that the facts stated herein are true and correct.

Dated		,
	Month & Day	Year

EX-3.234

Exhibit 3.234

Amended and Restated
By-Laws

of

TEK Ambulance, Inc.
(an Illinois Corporation)

Adopted

As of September 22, 2011

TABLE OF CONTENTS

		Page
Article 1 CORPORATE OFFICES		1
Section 1.1	Registered Office	1
Section 1.2	Other Offices	1
Article 2 SHAREHOLDERS		1
Section 2.1	Annual Meeting	1
Section 2.2	Special Meetings	1
Section 2.3	Place of Meeting	1
Section 2.4	Notice of Meeting	1
Section 2.5	Meeting Of All Shareholders	2
Section 2.6	Fixing of Record Date	2
Section 2.7	Voting Lists	2
Section 2.8	Quorum of Shareholders	2
Section 2.9	Proxies	3
Section 2.10	Voting of Shares	3
Section 2.11	Voting of Shares by Certain Holders	3
Section 2.12	Voting by Ballot; Inspectors	4
Section 2.13	Informal Action by Shareholders	4
Article 3 DIRECTORS		4
Section 3.1	General Powers	4
Section 3.2	Number, Tenure and Resignation	5
Section 3.3	Regular Meetings	5
Section 3.4	Special Meetings	5
Section 3.5	Notice	5

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Section 3.6	Quorum	5
Section 3.7	Manner Of Action	5
Section 3.8	Vacancies	6
Section 3.9	Removal Of Directors	6
Section 3.10	Compensation	6
Section 3.11	Presumption Of Assent	6
Section 3.12	Informal Action By Directors	6
Section 3.13	Participation By Conference Telephone	7
Section 3.14	Committees	7
Section 3.15	Director Conflict of Interest	8
Article 4 OFFICERS		8
Section 4.1	Number	8
Section 4.2	Election and Term of Office	9
Section 4.3	Removal	9
Section 4.4	Vacancies	9
Section 4.5	The President	9
Section 4.6	The Vice-Presidents	9
Section 4.7	The Secretary	9
Section 4.8	The Treasurer	10
Section 4.9	Assistant Secretaries and Assistant Treasurers	10
Section 4.10	Salaries	10
Article 5 INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS; INSURANCE		11
Section 5.1	Indemnification of Directors and Officers	11
Section 5.2	Contract with the Corporation	11
Section 5.3	Indemnification of Employees and Agents	11

iii

Section 5.4	Advance of Expenses	11
Section 5.5	Other Rights of Indemnification	11
Section 5.6	Liability Insurance	12
Section 5.7	Report to Shareholders	12
Article 6 CONTRACTS, LOANS, CHECKS AND DEPOSITS		12
Section 6.1	Contracts	12
Section 6.2	Loans	12
Section 6.3	Pledges of Property and Assets	12
Section 6.4	Checks, Drafts, Etc.	12
Section 6.5	Deposits	12
Article 7 SHARES AND THEIR TRANSFER		13
Section 7.1	Consideration for Shares	13
Section 7.2	Payment for Shares	13
Section 7.3	Shares Represented by Certificates	13
Section 7.4	Uncertificated Shares	14
Article 8 FISCAL YEAR		14
Article 9 DIVIDENDS		14
Article 10 SEAL		15
Article 11 WAIVER OF NOTICE		15
Article 12 AMENDMENTS TO THE BY-LAWS		15
Article 13 STATUTORY REFERENCES		15

iv

AMENDED AND RESTATED
TEK AMBULANCE, INC.  BY-LAWS

Article 1
CORPORATE OFFICES

Section 1.1Registered Office.  The Corporation shall continuously maintain a registered office in the State of Illinois which may, but need not be, the same as its place of business, and a registered agent whose business office is identical with such registered office.

Section 1.2Other Offices.  The corporation may also have offices at such other places both within and without the State of Illinois as the Board of Directors may from time to time determine or the business of the Corporation may require.

Article 2
SHAREHOLDERS

Section 2.1Annual Meeting.  Except as the Board of Directors of the Corporation may otherwise provide by resolution duly adopted pursuant to the authority granted hereby, the annual meeting of shareholders of the Corporation shall be held each year on the first Monday of December 31, commencing at the hour of 10:00 A.M., for the purpose of electing directors and for the transaction of such other business as may properly come before the meeting.  If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day.  [BCA §7.05]

Section 2.2Special Meetings.  Special meetings of the shareholders may be called by the President, by the Board of Directors, or by the holders of not less than one-fifth of all the outstanding shares of the Corporation entitled to vote on the matter for which the special meeting is called.  [BCA §7.05]

Section 2.3Place of Meeting.  The Board of Directors may by resolution designate any place, either within or without the State of Illinois, as the place of meeting for any annual meeting of shareholders or for any special meeting called by the Board of Directors or by the President, and may designate any place within the State of Illinois for any special meeting called by shareholders.  A waiver of notice signed by all shareholders may designate any place, either within or without the State of Illinois, as the place for the holding of any meeting.  If no designation of a meeting place is made, or if a special meeting be otherwise called, the place of meeting shall be the registered office of the Corporation in the State of Illinois, except as otherwise provided in Section 2.5 of these By-Laws.  [BCA §7.05]

Section 2.4Notice of Meeting.  Written notice stating the place, day and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, or, in the case of a merger, consolidation, share exchange, dissolution, or sale, lease or exchange of assets requiring shareholder approval, not less than twenty (20) nor more than sixty (60) days before the date of the meeting, either personally or by mail, by or at the direction of the President, or the Secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting.  If mailed, such notice shall be deemed to

be delivered when deposited in the United States mail, addressed to the shareholder at his or her address as it appears on the records of the Corporation, with postage thereon prepaid.  [BCA §7.15]

Section 2.5Meeting Of All Shareholders.  If all of the shareholders shall meet at any time and place, either within or without the State of Illinois, and consent to the holding of a meeting at such time and place, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken.  [BCA §7.20]

Section 2.6Fixing of Record Date.  For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders, or shareholders entitled to receive payment of any dividend or distribution, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the Corporation may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than sixty (60) days immediately preceding the date of the meeting, payment or other transaction, and, for a meeting of shareholders, not less than ten (10) days, or in the case of a merger, consolidation, share exchange, dissolution, or sale, lease or exchange of assets requiring shareholder approval, not less than twenty (20) days, immediately preceding such meeting.  If no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend or other distribution, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend or distribution is adopted, as the case may be, shall be the record date for such determination of shareholders.  When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this Section 2.6, such determination shall apply to any adjournment thereof.  [BCA §7.25]

Section 2.7Voting Lists.  The officer or agent having charge of the transfer books and records for shares of the Corporation shall make, within twenty (20) days after the record date for a meeting of shareholders or ten (10) days before such meeting, whichever is earlier, a complete list of the shareholders entitled to vote at such meeting, arranged in alphabetical order, with the address of and the number of shares held by each, which list, for a period of ten (10) days prior to such meeting, shall be kept on file at the registered office of the Corporation and shall be subject to inspection by any shareholder, and to copying at the shareholder’s expense, at any time during usual business hours.  Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting.  The original share ledger or transfer book, or a duplicate thereof kept in Illinois, shall be prima facie evidence as to who are the shareholders entitled to examine such list or share ledger or transfer book, or to vote at any meeting of shareholders.  Failure to comply with the requirements of this Section 2.7 shall not affect the validity of any action taken at such meeting.  An officer or agent having charge of the transfer books or records who shall fail to prepare the list of shareholders, or keep the same on file for a period of ten (10) days, or produce and keep the same open for inspection at the meeting, as provided in this Section 2.7, shall be liable to any shareholder suffering damage on account of such failure, to the extent of such damage as provided by law.  [BCA §7.30]

Section 2.8Quorum of Shareholders.  A majority of the outstanding shares of the Corporation entitled to vote on a matter, represented in person or by proxy, shall constitute a

2

quorum for consideration of such matter at a meeting of shareholders.  If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on a matter shall be the act of the shareholders, unless the vote of a greater number or voting by classes is required by the Illinois Business Corporation Act of 1983, by the Corporation’s Articles of Incorporation, or by these By-Laws.  [BCA §7.60]

Section 2.9Proxies.  A shareholder may appoint a proxy to vote or otherwise act for him or her by signing an appointment form and delivering it to the person so appointed.  No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy.  Every proxy continues in full force and effect until revoked by the person executing it prior to the vote pursuant thereto, except as otherwise provided in this Section 2.9 and in Section 7.50 of the Illinois Business Corporation Act of 1983.  Such revocation may be effected by a writing delivered to the Corporation stating that the proxy is revoked or by a subsequent proxy executed by, or by attendance at the meeting and voting in person by, the person executing the proxy.  The dates contained on the forms of proxy presumptively determine the order of execution, regardless of any postmark dates on envelopes in which they are mailed.  An appointment of a proxy is revocable by the shareholder unless the appointment form conspicuously states that it is irrevocable and the appointment is coupled with an interest in the shares or in the Corporation generally.  Unless the appointment of a proxy contains an express limitation on the proxy’s authority, the Corporation may accept the proxy’s vote or other action as that of the shareholder making the appointment.  [BCA §7.50]

Section 2.10Voting of Shares.  Each outstanding share of the Corporation shall be entitled to one vote in each matter submitted to a vote by the shareholders, except as the Illinois Business Corporation Act of 1983 and the Corporation’s Articles of Incorporation may otherwise limit or deny voting rights or provide special voting rights as to any class or classes or series of shares.  [BCA §7.40]

Section 2.11Voting of Shares by Certain Holders.  Shares of its own stock belonging to this Corporation shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining the total of outstanding shares at any given time, but shares of the Corporation held by the Corporation in a fiduciary capacity may be voted and shall be counted in determining the total number of outstanding shares entitled to vote at any given time.

Shares registered in the name of another corporation, domestic or foreign, may be voted by any officer, agent, proxy or other legal representative authorized to vote such shares under the law of incorporation of such corporation.  The Corporation may treat the president or other person holding the position of chief executive officer of such other corporation as authorized to vote such shares, together with any other person indicated and any other holder of an office indicated by the corporate shareholder to the Corporation as a person or office authorized to vote such shares.  Such persons and offices indicated shall be registered by the Corporation on the transfer books for shares and included in any voting list prepared in accordance with Section 2.7 of these By-Laws.

Shares registered in the name of a deceased person, a minor ward or a person under legal disability may be voted by his or her administrator, executor or court appointed guardian, either in person or by proxy without a transfer of such shares into the name of such administrator,

3

executor or court appointed guardian.  Shares registered in the name of a trustee may be voted by him or her, either in person or by proxy.

Shares registered in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his or her name if authority so to do is contained in an appropriate order of the court by which such receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.  [BCA §7.45]

Section 2.12Voting by Ballot; Inspectors.  Voting by shareholders on any matter or in any election may be viva voce unless the chairman of the meeting shall order, or any shareholder entitled to vote thereon shall demand, that voting be by ballot.

At any meeting of shareholders, the chairman of the meeting may, or upon the request of any shareholder shall, appoint one or more persons as inspectors for such meeting.  Such inspectors shall ascertain and report the number of shares represented at the meeting, based upon their determination of the validity and effect of proxies; count all votes and report the results; and do such other acts as are proper to conduct the election and voting with impartiality and fairness to all the shareholders.  Each report of an inspector shall be in writing and signed by him or her or by a majority of them if there be more than one inspector acting at such meeting.  If there is more than one inspector, the report of a majority shall be the report of the inspectors.  The report of the inspector or inspectors on the number of shares represented at the meeting and the results of the voting shall be prima facie evidence thereof.  [BCA §7.35]

Section 2.13Informal Action by Shareholders.  Any action required to be taken at any annual or special meeting of shareholders of the Corporation, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting and without a vote, if a consent in writing, setting forth the action so taken, shall be signed (i) by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voting or (ii) by all of the shareholders entitled to vote with respect to the subject matter thereof.  If such consent is signed by less than all of the shareholders entitled to vote, then such consent shall become effective only if, at least five (5) days prior to the execution of the consent, a notice of the proposed action is delivered in writing to all of the shareholders entitled to vote with respect to the subject matter thereof and, after the effective date of the consent, prompt notice of the taking of the action without a meeting by less than unanimous written consent shall be delivered in writing to those shareholders who have not consented in writing.  [BCA §7.10]

Article 3
DIRECTORS

Section 3.1General Powers.  The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.  [BCA §8.05]

4

Section 3.2Number, Tenure and Resignation.  The number of directors of the corporation shall be a minimum of one and a maximum of five.  The number of directors may be increased or decreased from time to time by resolution of shareholders or directors, without further amendment to the By-Laws within the minimum and the maximum provided in this section; provided, however, that no decrease in the number of directors shall have the effect of shortening the term of any incumbent director.  Each director shall hold office until the last to occur of the next annual meeting of shareholders or until his or her successor is elected and has qualified.  A director may resign at any time by written notice to the board, its chairman, or the president or secretary of the corporation.  The resignation is effective on the date it bears, or its designated effective date.

Section 3.3Regular Meetings.  A regular meeting of the Board of Directors shall be held without other notice than this By-Law, immediately after, and at the same place as, the annual meeting of shareholders.  The Board of Directors may provide, by resolution, the time and place, either within or without the State of Illinois, for the holding of additional regular meetings without other notice than such resolution.  [BCA §§8.20, 8.25]

Section 3.4Special Meetings.  Special meetings of the Board of Directors may be called by or at the request of the President or any two directors.  The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of Illinois, as the place for holding any special meeting of the Board of Directors called by them.  [BCA §§8.20, 8.25]

Section 3.5Notice.  Notice of any special meeting shall be given at least three days previous thereto by written notice delivered personally or by telegram or mailgram to each director at his or her business address, or given at least five (5) days previous thereto if mailed.  If mailed, such notice shall be deemed to be delivered on the second day following the date on which it was deposited in the United States mail so addressed, with proper postage thereon prepaid.  If notice be given by telegram or mailgram, such notice shall be deemed to be delivered when the telegram or mailgram is delivered to the telegraph company.  Any director may waive notice of any meeting by executing a written waiver of notice.  The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.  [BCA §8.25]

Section 3.6Quorum.  A majority of the number of directors fixed by these By-Laws shall constitute a quorum for transaction of business at any meeting of the Board of Directors, provided, that if less than a majority of such number of directors is present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.  [BCA §8.15 (a)]

Section 3.7Manner Of Action.  The act of the majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.  [BCA §8.15 (c)]

5

Section 3.8Vacancies.  Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of directors may be filled by election at an annual meeting or at a special meeting of shareholders called for that purpose.  In the absence of a special meeting of shareholders, the Board of Directors may fill the vacancy, except as otherwise specified in the Articles of Incorporation.  A director elected by the shareholders to fill a vacancy shall hold office for the balance of the term for which he or she was elected.  A director appointed to fill a vacancy shall serve until the next meeting of shareholders at which directors are to be elected.  [BCA §8.30]

Section 3.9Removal Of Directors.  One or more of the directors may be removed, with or without cause, at a meeting of shareholders by the affirmative vote of the holders of a majority of the outstanding shares then entitled to vote at an election of directors, except that:

No director shall be removed at a meeting of shareholders unless the notice of such meeting shall state that a purpose of the meeting is to vote upon the removal of one or more directors named in the notice.  Only the named director or directors may be removed at such meeting.

Section 3.10Compensation.  Except as otherwise provided in any written agreement and except as otherwise set forth below, the Board of Directors, by the affirmative vote of a majority of directors then in office, and irrespective of any personal interest of any of its members, shall have authority to establish reasonable compensation of all directors for services to the Corporation as directors, officers or otherwise.  [BCA §8.05 (b)] By resolution of the Board of Directors, the directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors.  In the event the Internal Revenue Service shall determine any such compensation paid to a director to be unreasonable or excessive, such director must repay to the Corporation the excess over what is determined to be reasonable compensation, with interest on such excess at the rate of nine percent (9%) per annum, within ninety (90) days after notice from the Corporation.

Section 3.11Presumption Of Assent.  A director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be conclusively presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting or unless he or she shall file his or her written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered or certified mail to the Secretary of the Corporation immediately after the adjournment of the meeting.  Such right to dissent shall not apply to a director who voted in favor of such action.  [BCA §8.65 (b)]

Section 3.12Informal Action By Directors.  Unless specifically prohibited by the Articles of Incorporation or by these By-Laws, any action required to be taken at a meeting of the Board of Directors, or any other action which may be taken at a meeting of the Board of Directors or of a committee thereof, may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the directors entitled to vote with respect to the subject matter thereof, or by all the members of such committee, as the case may be.  The consent shall be evidenced by one or more written approvals, each of which sets forth the action taken and bears the signature of one or more directors.  All the approvals evidencing the consent

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shall be delivered to the Secretary to be filed in the corporate records.  The action taken shall be effective when all the directors have approved the consent unless the consent specifies a different effective date.  Any such consent signed by all the directors or all the members of a committee shall have the same effect as a unanimous vote.  [BCA §8.45]

Section 3.13Participation By Conference Telephone.  Members of the Board of Directors or of any Committee of the Board of Directors may participate in and act at any meeting of the Board of Directors or any committee through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other.  Participation in such meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating.  [BCA §8.45]

Section 3.14Committees.  A majority of the directors may create one or more committees and appoint members of the Board of Directors to serve on such committee or committees.  Each committee shall have two or more members, who serve at the pleasure of the Board of Directors.

Unless the appointment by the Board of Directors requires a greater number, a majority of any committee shall constitute a quorum and a majority of a quorum is necessary for committee action.  A committee may act by unanimous consent in writing without a meeting and, subject to the provisions of these By-Laws or action by the Board of Directors, such committee, by majority vote of its members, shall determine the time and place of meetings and the notice required therefor.

To the extent specified by the Board of Directors, each committee may exercise the authority of the Board of Directors under Section 3.1 of these By-Laws; provided, however, that a committee may not:

(a)authorize distributions;

(b)approve or recommend to shareholders any act which is required to be approved by shareholders;

(c)fill vacancies on the Board of Directors or on any of its committees;

(d)elect or remove officers or fix the compensation of any member of the committee;

(e)adopt, amend or repeal these By-Laws;

(f)approve a plan of merger not requiring shareholder approval;

(g)authorize or approve reacquisition of shares, except according to a general formula or method prescribed by the Board of Directors;

(h)authorize or approve the issuance or sale, or contract for sale, of shares or determine the designation and relative rights, preferences and limitations of a series of shares, except that the Board of Directors may direct a committee to fix the specific terms of the

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issuance or sale or contract for sale or the number of shares to be allocated to particular employees under an employee benefit plan; or

(i)amend, alter, repeal or take action inconsistent with any resolution or action of the Board of Directors when the resolution or action of the Board of Directors provides by its terms that it shall not be amended, altered or repealed by action of a committee.  [BCA §8.40]

Section 3.15Director Conflict of Interest.  If a transaction is fair to the Corporation at the time it is authorized, approved or ratified, the fact that a director of the Corporation is directly or indirectly a party to the transaction is not grounds for invalidating the transaction.

In a proceeding contesting the validity of a transaction described in the preceding paragraph, the person asserting validity has the burden of proving fairness unless:

(1)the material facts of the transaction and the director’s interest or relationship were disclosed or known to the Board of Directors or a committee of the Board of Directors and the Board of Directors or committee authorized, approved or ratified the transaction by the affirmative votes of a majority of disinterested directors, even though the disinterested directors be less than a quorum; or

(2)the material facts of the transaction and the director’s interest or relationship were disclosed or known to the shareholders entitled to vote and they authorized, approved or ratified the transaction without counting the vote of any shareholder who was an interested director.

The presence of the director, who is directly or indirectly a party to the transaction described in the first paragraph of this section, or a director who is otherwise not disinterested, may be counted in determining whether a quorum is present but may not be counted when the Board of Directors or a committee of the Board of Directors takes action on the transaction.

A director is “indirectly” a party to a transaction if the other party to the transaction is an entity in which the director has a material financial interest or of which the director is an officer, director or general partner.  [BCA §8.60]

Article 4
OFFICERS

Section 4.1Number.  The officers of the Corporation shall be a President, one or more Vice Presidents (the number thereof to be determined by the Board of Directors), a Secretary, and a Treasurer, and such Assistant Secretaries, Assistant Treasurers or other officers as may be elected or appointed by the Board of Directors.  Any two or more offices may be held by the same person.  All officers and agents of the Corporation shall have such express authority and perform such duties in the management of the property and affairs of the Corporation as may be provided herein, or as may be determined by resolution of the Board of Directors not inconsistent with these By-Laws, and such implied authority as is recognized by the common law from time to time.  [BCA §8.50]

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Section 4.2Election and Term of Office.  The officers of the Corporation shall be elected by the Board of Directors at the first meeting of the Board of Directors and thereafter at each annual meeting of the Board of Directors.  The Board of Directors may create and fill new offices at annual or special meetings.  If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as is convenient.  Each officer shall hold office until his or her successor shall have been duly elected and shall have qualified or until his or her death or until he or she shall resign or shall have been removed in the manner hereinafter provided.  Election or appointment of an officer or agent shall not of itself create contract rights.  [BCA §8.50)

Section 4.3Removal.  Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.  [BCA §8.55]

Section 4.4Vacancies.  A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, or because of the creation of an office, may be filled by the Board of Directors for the unexpired portion of the term.

Section 4.5The President.  The President shall be the principal executive officer of the Corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the Corporation.  He or she shall preside at all meetings of the shareholders and of the Board of Directors.  He or she may sign, with the Secretary or any other officer of the Corporation thereunto authorized by the Board of Directors, certificates for shares of the Corporation, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has authorized to be executed on behalf of the Corporation, except incases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these By-Laws to some other officer or agent of the Corporation or to the President alone, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.  [BCA §8.50]

Section 4.6The Vice-Presidents.  In the absence of the President or in the event of his or her inability or refusal to act, the Vice-President (including one or more Executive Vice Presidents and one or more Senior Vice Presidents if deemed appropriate by the Board, or in the event there be more than one Vice President, the Vice-Presidents in the order designated, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.  Any Vice-President may sign, with the Secretary or an Assistant Secretary, certificates for shares of the Corporation, and shall perform such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.  [BCA §8.50]

Section 4.7The Secretary.  The Secretary shall: (a) keep, or supervise and be responsible for the keeping of, the minutes and records of all meetings and official actions of the shareholders and of the Board of Directors, and any committees of the Board of Directors in one or more books provided for that purpose; (b) see that all notices of such meetings are duly given or waivers of notice obtained in accordance with the provisions of these By-Laws or as required

9

by law; (c) be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all certificates for shares prior to the issuance thereof and to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these By-Laws; (d) keep a register of the post office address of each Shareholder which shall be furnished to the Secretary by such shareholder; (e) sign with the President, or a Vice President, certificates for shares of the Corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books and records of the Corporation; (g) have the authority to certify the By-Laws, resolutions of the Board of Directors and committees thereof, and other documents of the Corporation as true and correct copies thereof; and (h) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.  [BCA §8.50]

Section 4.8The Treasurer.  If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his or her duties in sum and with such surety or sureties as the Board of Directors shall determine.  He or she shall: (a) have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of Article 6 of these By-Laws; and (b) in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.  [BCA §8.50]

Section 4.9Assistant Secretaries and Assistant Treasurers.  The Assistant Secretaries as thereunto authorized by the Board of Directors may sign with the President or a Vice-President certificates for shares of the Corporation, the issuance of which shall have been authorized by a resolution of the Board of Directors.  The Assistant Treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine.  The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties and exercise such authority as shall be assigned or granted to them by the Secretary or the Treasurer, respectively, or by the President or the Board of Directors.  [BCA §8.50]

Section 4.10Salaries.  Except as otherwise provided in any written employment agreement duly executed on behalf of the Corporation and except as otherwise set forth below, the compensation (including salaries and benefits) of the officers shall be fixed from time to time by resolution of the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he or she is also a director of the Corporation.  [RCA §8.50] In the event the Internal Revenue Service shall determine any such compensation (including any fringe benefit) paid to an officer to be unreasonable or excessive, such officer must repay to the Corporation the excess over what is determined to be reasonable compensation, with interest on such excess at the rate of nine percent (9%) per annum, within ninety (90) days after notice from the Corporation.

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Article 5
INDEMNIFICATION OF OFFICERS, DIRECTORS,
EMPLOYEES AND AGENTS; INSURANCE

Section 5.1Indemnification of Directors and Officers.  The corporation shall, to the fullest extent to which it is empowered to do so and in accordance with the procedures required by the Illinois Business Corporation Act of 1983 or any other applicable laws, as may from time to time be in effect, indemnify any person who was or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against all expenses, including attorneys’ fees, judgments, fines and amounts incurred by him or her in connection with such action, suit or proceeding.

Section 5.2Contract with the Corporation.  The provisions of Section 5.1 of this Article shall be deemed to be a contract between the corporation and each director or officer who serves in any such capacity at any time while said Section 5.1 and the relevant provisions of the Illinois Business Corporation Act of 1983 or other applicable laws, if any, are in effect, and any repeal or modification of any such law or of said Section 5.1 shall not affect any state of facts then or theretofore existing or any action, suit or proceeding theretofore existing or thereafter brought or threatened based in whole or in part upon any such state of facts.  In the event a person entitled to indemnification under this Article claims indemnification, the corporation shall take all required action to bring about a prompt and good faith determination of such person’s right to indemnification hereunder.

Section 5.3Indemnification of Employees and Agents.  Persons who are not covered by the foregoing provisions of this Article and who are or were employees or agents of the corporation, or are or were serving at the request of the corporation as employees or agents of another corporation, joint venture, partnership, trust or other enterprise, may be indemnified to the extent the corporation is empowered to do so by the Illinois Business Corporation Act of 1983 or any other applicable laws, when and as authorized at any time from time to time by the board of directors in its sole discretion.

Section 5.4Advance of Expenses.  Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of a written agreement by or on behalf of a director and an officer to undertake to repay such amount, unless it shall ultimately be determined that he or she is entitled to be indemnified by the corporation as authorized in this article.  The provisions of this Section shall apply to employees or agents when the board of directors has authorized such indemnification under the provision of Section 5.3 hereof.

Section 5.5Other Rights of Indemnification.  The indemnification and advancement of expenses provided or permitted by this Article or granted under the Act shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled by law, agreement or otherwise, and shall continue as to a person who ceased to

11

be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person.

Section 5.6Liability Insurance.  The corporation shall have the power to purchase and maintain, on behalf of any person who is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, insurance against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such whether or not the corporation would have the power to indemnify such person against such liability under the provisions of this Article.

Section 5.7Report to Shareholders.  If, pursuant to this Article 5, the corporation has paid to indemnify or has advanced expenses to a director, officer, employee, or agent, the corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next shareholders’ meeting.

Article 6
CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 6.1Contracts.  The Board of Directors may expressly authorize any officer or officers and agent or agents of the Corporation to enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation, and such authority may be general or confined to specific instances.  [BCA §8.50]

Section 6.2Loans.  All loans contracted on behalf of the Corporation and all evidence of indebtedness issued in the Corporation’s name shall be authorized by resolution of the Board of Directors.  Such authority may be general or confined to specific instances.

Section 6.3Pledges of Property and Assets.  The pledge of all, or substantially all, the property and assets of the Corporation in the usual and regular course of business may be authorized by the Board of Directors upon such terms and conditions as the Board of Directors deems necessary or desirable, without authorization or consent of the shareholders of the Corporation.  [BCA §11.55]

Section 6.4Checks, Drafts, Etc.  All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 6.5Deposits.  All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositaries as the Board of Directors may select.

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Article 7
SHARES AND THEIR TRANSFER

Section 7.1Consideration for Shares.  Shares may be issued for such consideration as shall be authorized from time to time by the Board of Directors through action which establishes a price in cash or other consideration, or both, or a minimum price or a general formula or method by which the price can be determined.  Upon authorization by the Board of Directors, the Corporation may issue its own shares in exchange for or in conversion of its outstanding shares, or may distribute its own shares pro rata to its shareholders or the shareholders of one or more classes or series to effectuate dividends or splits, and any such transactions shall not require consideration; provided, that no such issuance of shares of any class or series shall be made to the holders of shares of any other class or series unless it is either expressly provided for in the Articles of Incorporation or authorized by an affirmative vote of the holders of at least a majority of the outstanding shares of the class or series in which the distribution is to be made.  [BCA §6.25]

Section 7.2Payment for Shares.  The consideration for the issuance of shares shall be paid, in whole or in part, in money, in other property, tangible or intangible, or in labor or services actually performed for the Corporation, as determined by the Board of Directors.  When payment of the consideration for which shares are to be issued shall have been received by the Corporation, such shares shall be deemed to be fully paid and non-assessable.  In the absence of actual fraud in the transaction, and subject to the provisions of the Business Corporation Act of 1983, the judgment of the Board of Directors or the shareholders, as the case may be, as to the value of the consideration received for shares shall be conclusive.  [BCA §6.30)

Section 7.3Shares Represented by Certificates.  Except as otherwise provided pursuant to this Article 7, the issued shares of the Corporation shall be represented by certificates.  Certificates shall be signed by the appropriate corporate officers and may be sealed with the seal, or a facsimile of the seal, of the Corporation.  In case the seal of the Corporation is changed after the certificate is sealed with the seal or a facsimile of the seal of the Corporation, but before it is issued, the certificate may be issued by the Corporation with the same effect as if the seal had not been changed.  If a certificate is countersigned by a transfer agent or registrar, other than the Corporation itself or its employee, any other signatures or countersignatures on the certificate may be facsimiles.  In case any officer of the Corporation, or any officer or employee of the transfer agent or registrar who has signed, or whose facsimile signature has been placed upon, such certificate ceases to be an officer of the Corporation, or an officer or employee of the transfer agent or registrar, before such certificate is issued, the certificate may be issued by the Corporation with the same effect as if the officer of the Corporation, or the officer or employee of the transfer agent or registrar, had not ceased to be such at the date of its issue.

Every certificate representing shares issued by the Corporation at a time when the Corporation is authorized to issue shares of more than one class shall set forth upon the face or back of the certificate a full summary or statement of all of the designations, preferences, qualifications, limitations, restrictions and special or relative rights of the shares of each class authorized to be issued, and, if the Corporation is authorized to issue any preferred or special class in series, the variations in the relative rights and preferences between the shares of each such series so far as the same have been fixed and determined, and the authority of the Board of

13

Directors to fix and determine the relative rights and preferences of subsequent series.  Such statement may be omitted from the certificate if it shall be set forth upon the face or back of the certificate that such statement, in full, will be furnished by the Corporation to any shareholder upon request and without charge.

Each certificate representing shares shall also state:

(a)That the Corporation is organized under the laws of Illinois;

(b)The name of the person to whom issued; and

(c)The number and class of shares, and the designation of the series, if any, which such certificate represents;

No certificate shall be issued for any share until such share is fully paid.  [BCA §6.35]

Section 7.4Uncertificated Shares.  The Board of Directors of the Corporation may provide by resolution that some or all of any or all classes and series of its shares shall be uncertificated shares, provided that such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation.  Within a reasonable time after the issuance or transfer of uncertificated shares, the Corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to this Article 7.  Except as otherwise expressly provided by law, the rights and obligations of the holders of uncertificated shares and the rights and obligations of holders of certificates representing shares of the same class and series shall be identical.  [BCA §6.35]

Article 8
FISCAL YEAR

Except as the Board of Directors of the Corporation may otherwise provide by resolution duly adopted pursuant to the authority granted hereby, the fiscal year of the Corporation shall begin on the first day of January in each year and end on the last day of December 31 in each year.

Article 9
DIVIDENDS

The Board of Directors may from time to time declare or effect, and the Corporation may pay or make dividends on its outstanding shares or other distributions to shareholders, including without limitation purchases of shares of the Corporation, subject in each case to any and all terms, conditions, preferences and restrictions provided by law, by the Articles of Incorporation and by any binding contract or instrument duly executed on behalf of the Corporation.  [BCA §§9.05, 9.10]

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Article 10
SEAL

The Board of Directors may provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the Corporation and the words “Corporate Seal, Illinois.” [BCA §3.10]

Article 11
WAIVER OF NOTICE

Whenever any notice whatever is required to be given to any shareholder or director of the Corporation under the provisions of these By-Laws or under the provisions of the Articles of Incorporation or under the Illinois Business Corporation Act of 1983, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.  Attendance at any meeting shall constitute waiver of notice thereof unless the person at the meeting objects to the holding of the meeting because proper notice was not given.  [BCA §7.20]

Article 12
AMENDMENTS TO THE BY-LAWS

The By-Laws of the Corporation may be made, altered, amended or repealed by the shareholders or the Board of Directors of the Corporation, but, if such By-Law expressly so provides, no By-Law adopted by the shareholders may be altered, amended or repealed by the Board of Directors.  These By-Laws may be altered or amended to contain any provisions for the regulation and management of the affairs of the Corporation not inconsistent with law or with the Articles of Incorporation.  [BCA §2.25]

Article 13
STATUTORY REFERENCES

The statutory references in these By-Laws to the “Business Corporation Act of 1983” refer, except where the context otherwise requires, to the Illinois Business Corporation Act of 1983, as amended from time to time.  The citations to sections of the BCA appearing in brackets throughout the text of these By-Laws are for convenience of reference only, are not made a part hereof, shall not be construed as incorporating the referenced provisions of the law into these By-Laws, and shall not be deemed in any way to alter, affect or qualify the meaning or effect of these By-Laws as written and adopted.

15

EX-3.235

Exhibit 3.235

TEMPLETON READINGS, LLC

ARTICLES OF ORGANIZATION

THESE ARTICLES OF ORGANIZATION are made this 10th day of April, 2001, by the undersigned.

The undersigned, being duly authorized, wishing to form a limited liability company under and pursuant to the provisions of the Maryland Limited Liability Company Act, hereby certifies to the Maryland State Department of Assessments and Taxation that:

1.             Name of Company.  The name of the limited liability company (the “Company”) shall be:  TEMPLETON READINGS, LLC.

2.             Purpose of Company.  The purposes for which the Company is formed are to:  (a) engage in the business of providing tele-radiology and related diagnostic services; (b) conduct any other lawful business as may be approved by the members of the Company in the manner provided in the Operating Agreement of the Company, as amended from time to time; and (c) do all things necessary, convenient or incidental to the foregoing.

3.             Principal Office and Resident Agent of Company.  The principal office, mailing address and place of business of the Company shall be 1302 Upper Glencoe Road, Sparks, Maryland 21152.  The resident agent of the Company shall be Philip A. Templeton, 1302 Upper Glencoe Road, Sparks, Maryland 21152.

4.             Dissolution.  The Company shall have a perpetual existence.

5.             Restrictions on Authority.  The authority of the members of the Company to act for the Company, solely by virtue of their being members, is limited as set forth in the Operating Agreement of the Company, as amended from time to time.

IN WITNESS WHEREOF, the undersigned, duty authorized to form TEMPLETON READINGS, LLC, hereby executes, as of the date first set forth above, these Articles of Organization.

/s/ Philip A. Templeton

Philip A. Templeton

EX-3.236

Exhibit 3.236

SECOND AMENDED AND RESTATED OPERATING AGREEMENT
OF
TEMPLETON READINGS, LLC

THIS SECOND AMENDED AND RESTATED OPERATING AGREEMENT (this “A&R Operating Agreement”), dated as of April 8, 2010, of Templeton Readings, LLC, a Maryland limited liability company (the “Company”) is by EmCare, Inc., a Delaware corporation and sole member (the “Member”) of the Company.

RECITALS

A.The Company is governed pursuant to the Amended and Restated Operating Agreement of the Company, dated as of May 18, 2004 (the “Prior Agreement”).

B.Pursuant to the Membership Interest Purchase Agreement, dated as of October 17, 2008, all of the membership interests of the Company were sold and transferred to the Member from Philip A. Templeton, M.D., P.A..  The Member now desires to amend and restate the Prior Agreement as set forth herein.

AGREEMENT

1.Formation.  The Company was formed under the Maryland Limited Liability Company Act, Annotated Code of Maryland Corporations & Associations Article §4A-101 et seq.  (the “LLC Act”).

2.Term.  The Company shall have perpetual existence beginning on the date that the Articles of Organization were filed and accepted by the Maryland State Department of Assessments and Taxation; provided, however, that the Company may be dissolved in accordance with the other provisions of this Agreement.

3.Principal Office and Residence Agent.  The address of the principal office of the Company in the state of Maryland and the name and address of the resident agent of the Company in the state of Maryland are as set forth in the Articles of Organization.

4.Purpose.  The purposes for which the Company is formed are to: (a) engage in the business of providing teleradiology and related diagnostic services; (b) conduct any other lawful business as may be approved by the members of the Company in the manner provided in the Operating Agreement of the Company, as amended from time to time; and (c) do all things necessary, convenient or incidental to the foregoing.

Signature Page to Second Amended and Restated Operating Agreement

5.Sole Member.  Upon the execution hereof, EmCare, Inc. (the “Member”) confirms that it is the sole member of the Company.

6.Capital Contributions.  The Member shall not be required to make any capital contributions to the Company or to lend any funds to the Company.

7.Allocations of Profits and Losses: Capital Account.  All profits and losses shall be allocated to the capital account of the Member, to be maintained by the Company.

8.Distributions.  Distributions by the Company to the Member may be made at any time as determined by the Member.

9.Management.  The management of the Company shall be vested solely in the Member.  The Member may select such other managers and officers of the Company, and provide for such indemnification of such persons, as the Member deems appropriate.

10.Dissolution of the Company.  The Company may be dissolved and its affairs wound up, at any time, as determined by the Member.

11.No Dissolution.  The Company shall not dissolve or terminate as a result of the withdrawal of the Member as the sole member of the Company, but the business shall continue without interruption and without any break in continuity by the Member’s successors and assigns.

12.Transfer of Membership Interest and Substitution.  The Member may transfer and assign all or any part of its interest in the Company to any person or entity without any limitation.  Any transferee shall have the right to be admitted to the Company as a substitute member to the extent that the Member grants the transferee that right in the assignment or other written instrument of transfer and the transferee accepts and agrees to be bound by the provisions of this Agreement.

13.Binding Effect: Amendments.  This Agreement shall be binding upon the parties hereto and their assigns and successors in interest, This Agreement may be amended by the Member in such manner as the Member shall determine.

[Remainder of Page Intentionally Left Blank]

2

EX-3.237

Exhibit 3.237

ARTICLES OF AMENDMENT

OF

TIDEWATER AMBULANCE SERVICE, INC.

The undersigned corporation, pursuant to Title 13.1, Chapter 9, Article l 1 of the Code of Virginia, hereby executes the following articles of amendment and sets forth:

FIRST: The name of the corporation (the “Corporation”) is Tidewater Ambulance Service, Inc.

SECOND: The Corporation’s Articles of Incorporation are hereby amended to change the purpose of the Corporation, and from and after the date of acceptance of these Articles of Amendment by the Commonwealth of Virginia State Corporation Commission, paragraph 2 of the Articles of Incorporation is hereby deleted in its entirety and in lieu thereof the following is substituted:

“2. The purpose for which this corporation is organized is to carry on any and all business activities permitted by law.”

THIRD: The foregoing amendment was adopted on May 28 2003.

FOURTH: The foregoing amendment was adopted by the unanimous consent of the shareholders of the Corporation.

The undersigned Vice President of the Corporation, who is authorized to act for and on behalf of the Corporation, declares that the facts herein stated are true as of May 28 2003.

TIDEWATER AMBULANCE SERVICE, INC.

B

ARTICLES OF MERGER

MERGING

MERCY AMBULANCE OF RICHMOND, INC.

(A VIRGINIA CORPORATION)

INTO

TIDEWATER AMBULANCE SERVICE, INC,

(A VIRGINIA CORPORATION)

Pursuant to the provisions of Section 13.1-720 of the Virginia Stock Corporation Act, Tidewater Ambulance Service, Inc. (“Tidewater Ambulance”), as the surviving corporation, hereby adopts the following Articles of Merger:

I.

The Plan of Merger (the “Plan”) pursuant to which Mercy Ambulance of Richmond, Inc. (“Mercy Ambulance”), a Virginia corporation, will merge into Tidewater Ambulance (the “Merger”), is attached hereto as Exhibit A.

II.

The Plan was duly approved and adopted as of December 18, 1997, by the sole shareholder of Mercy Ambulance by written consent and as of December 18, 1997, by the sole shareholder of Tidewater Ambulance by written consent.

III

The Certificate of Merger issued by the State Corporation Commission of Virginia in connection with the Merger shall become effective as of 12:01 A.M. on January 1, 1998.

The undersigned declares that the facts herein stated are true as of December 18, 1997.

MERCY AMBULANCE OF RICHMOND, INC.
By:	/s/ Thomas C. Nelson
	Name: Thomas C. Nelson
	Title: President
TIDEWATER AMBULANCE SERVICE, INC.
By:	/s/ Thomas C. Nelson
	Name: Thomas C. Nelson
	Title: President

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PLAN OF MERGER

THIS PLAN OF MERGER is made and entered into as of this 18 day of December 1997, by and between Mercy Ambulance of Richmond, Inc., a Virginia corporation (“Mercy Ambulance”) and Tidewater Ambulance Service, Inc., a Virginia corporation (“Tidewater Ambulance”).

The sole shareholder of each of Mercy Ambulance and Tidewater Ambulance adopted by written consent the merger of Mercy Ambulance with and into Tidewater Ambulance by a statutory merger upon the terms and conditions set forth herein (the “Merger”).

NOW THEREFORE, Mercy Ambulance and Tidewater Ambulance agree as follows:

1. Merger. The Merger (as defined above) shall take effect in accordance with Chapter 12 of the Virginia Stock Corporation Act (the “VSCA”) as of the date specified in the Certificate of Merger issued by the Virginia State Corporation Commission unless a later date is specified in the Articles of Merger filed pursuant to the VSCA (the “Effective Date”): Tidewater Ambulance shall be and shall continue in existence as the surviving corporation (the “Surviving Corporation”) and the separate corporate existence of Mercy Ambulance shall cease.

2. Effect of Merger on Outstanding Shares.

(a) On the Effective Date, each issued and outstanding share of Mercy Ambulance common stock, no par value, and each right to acquire any such share shall be canceled and retired without payment of any consideration therefor and shall cease to exist.

(b) The issued and outstanding shares of common stock, $1.00 par value, of the Surviving Corporation shall remain outstanding after the Merger and shall not be affected in any way by the Merger.

3. Articles of Incorporation and Bylaws. The Articles of Incorporation and Bylaws of Tidewater Ambulance in effect on the Effective Date shall continue to be (until amended or repealed as provided for by applicable law) the Articles of Incorporation and Bylaws of the Surviving Corporation at and after the Effective Date.

4. Termination or Abandonment. This Plan of Merger may be terminated and the Merger abandoned at any time prior to the Effective Date by either Mercy Ambulance or Tidewater Ambulance by action of its Board of Directors.

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5. Miscellaneous Provisions.

(a) This Plan of Merger shall be governed by the laws of the Commonwealth of Virginia.

(b) This Plan of Merger may be executed in any number of counterparts and each counterpart shall be deemed to be an original, but all of such counterparts together shall constitute one and the same plan.

IN WITNESS WHEREOF, Mercy Ambulance and Tidewater Ambulance have caused this Plan of Merger to be duly executed as of the day and year first written above.

MERCY AMBULANCE OF RICHMOND, INC.
By:	/s/  Thomas C. Nelson
	Name: Thomas C. Nelson
	Title: President
TIDEWATER AMBULANCE SERVICE, INC.
By:	/s/  Thomas C. Nelson
	Name: Thomas C. Nelson
	Title: President

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ARTICLES OF AMENDMENT FOR

TIDEWATER AMBULANCE SERVICE, INC.

A. The name of the corporation is Tidewater Ambulance Service, Inc.

B. The authority of the corporation to issue stock shall be changed from 50,000 shares of common stock with a par value of $1.00 per share to 5,000 shares of common stock with a par value of $1.00 per share.

C. The Board of Directors met on November 1, 1985 and found that the amendment was in the best interest of the corporation, and directed that a question be submitted to a vote of a meeting of the stockholders. Notice was given to all stockholders on November 1, 1985, and all stockholders waived notice of said meeting. November 1, 1985 was the date of the stockholders’ meeting. A copy of the proposed amendment was given to all stockholders. All stockholders waived notice of the meeting and the amendment was adopted on November 1, 1985.

D. The number of shares outstanding at the date of the meeting was 100. The number of shares entitled to vote was 100.

E. The number of shares voting in favor was 100. The number of shares voting in opposition were none.

F. The amendment does change the amount of stated capital, in that it reduces it from 50,000 shares of common stock with a par value of $1.00 to 5,000 shares of common stock with a par value of $1.00.

G. The amendment does not affect a restatement of the Articles of Incorporation.

TIDEWATER AMBULANCE SERVICE, INC.
By:	/s/ John V. Crombie
	, President
	/s/ Mary Alice Carter
	, Secretary

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ARTICLES OF INCORPORATION

OF

TIDEWATER AMBULANCE SERVICE, INC.

WE, the undersigned, hereby associate to form a stock corporation under the provisions of Chapter I, Title 13.1 of the Code of Virginia, and to that end have set forth the following:

1. The name of the corporation shall be Tidewater Ambulance Service, Inc.

2. The purpose for which this corporation is organized is to operate an ambulance service.

3. The corporation shall have the authority to issue 50,000 shares of common stock with a par value of $1.00 per share.

4. The post office address of the initial registered office 705 One Main Plaza East, Norfolk, Virginia 23510.

5. The name of the city in which the initial registered office is located is Norfolk, Virginia.

6. The name of the initial registered agent is Albert Teich, Jr., who is a resident of Virginia and a member of the Virginia State Bar, and whose business office is the same as the registered office of the corporation.

7. The Directors constituting the initial Board of Directors shall be:

John V. Crombie	Patricia A. Crombie
815 Pecan Point Road	815 Pecan Point Road
Apartment 22	Apartment 22
Norfolk, Virginia 23502	Norfolk, Virginia 23502

Mary Alice Carter

601 Timothy Avenue

Norfolk, Virginia 23505

WITNESS the following signature and seal this 29 day of August, 1983

/s/ Albert Teich, Jr. (SEAL)

Albert Teich, Jr.

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EX-3.238

Exhibit 3.238

BYLAWS OF

TIDEWATER AMBULANCE SERVICES, INC.

ARTICLE I

MEETINGS OF STOCKHOLDERS

Section 1. Annual Meeting. Unless a different date or time is designated by resolution of the Board of Directors, the annual meeting of the shareholders for the election of directors and the transaction of whatever other business may be brought before said meeting shall be held on the second Tuesday in March of each year, at 10:00 a.m., if said date is not a legal holiday, or, if a legal holiday, at said time on the next succeeding business day unless the Board of Directors otherwise determines.

Section 2 Special Meetings. Special meetings of shareholders, unless otherwise provided by law, may be called for any purpose at any time by the Board of Directors or the President.

Section 3. Place of Meeting. The Board of Directors may designate any place, either within or without the Commonwealth of Virginia, as the place of meeting for any annual meeting or for any special meeting which is called by the Board of Directors. If no place is designated by the Board of Directors, or if a special meeting is called otherwise than by the Board of Directors, the place of meeting shall be the offices of the Corporation in Norfolk, Virginia.

Section 4. Notice of Meeting. Written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than ten days nor more than sixty days before the date of such meeting (except as a different time is specified by law) either personally or by mail, telegram, teletype or other carrier, by or at the direction of the President, the Secretary, or the person calling the meeting, to each shareholder of record entitled by law to notice of such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, with postage prepaid, addressed to the shareholder at his address as it appears on the stock records of the Corporation.

Section 5. Fixing of Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than seventy days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If no record date is fixed by the Board of Directors, as provided above, then the close of business on the day before the date on which notice of the meeting is mailed, or the date on which a resolution of the Board of Directors declaring a dividend is

adopted, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made, as provided herein, such determination shall apply to any adjournment of such meeting if the meeting is adjourned to a date not more than 120 days after the original meeting date.

Section 6. Quorum. A majority of the shares entitled to vote on a matter, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders, with respect to that matter, except as otherwise required by law. If less than a majority of the shares entitled to vote are so represented at the meeting, then a majority of the shares which are so represented may adjourn the meeting from time to time without further notice, but may take no other action. At such adjourned meeting, at which a quorum is present in person or represented by proxy, any business may be transacted which might have been transacted at the meeting as originally called had the same then been held.

Section 7. Proxies. At all meetings of shareholders, a shareholder may vote in person or by proxy executed in writing by such shareholder or his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation or any other officer or agent authorized to tabulate votes before or at the time of the meeting. No proxy shall be valid after eleven months from its date, unless otherwise provided in the proxy.

Section 8. Voting of Shares. Each share entitled to vote on a matter at any meeting of shareholders shall be entitled to one vote on each such matter submitted to a vote at such meeting. If a quorum exists, action on a matter, other than the election of directors, by a group of shares entitled to vote thereon is approved if the votes for approval cast within the group exceed the vote cast opposing the action, unless a greater number of affirmative votes is required by law.

At each election of directors, every shareholder shall have the right to vote, in person or by proxy, the number of shares which he is entitled to vote at said meeting, for as many persons as there are directors to be elected at said meeting, but cumulative voting shall not be permitted. In elections of directors those receiving the greatest number of votes shall be deemed elected even though not receiving a majority of the votes cast.

Section 9. Action by Shareholders Without a Meeting. Any action required to be taken at a meeting of shareholders, or any action which may be taken at a meeting of shareholders, may be taken without a meeting if a consent in writing, setting forth the action so taken (and, if signed at a time other than at the time such action is to be effective, the consent states the dates on which each shareholder signed) shall be signed before or after such action by all of the shareholders. Such written consent shall have the same force and effect as a unanimous vote.

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ARTICLE II

BOARD OF DIRECTORS

Section 1. General Powers. The business and affairs of the Corporation shall be managed under the direction of its Board of Directors, the members of which need not be shareholders of the Corporation.

Section 2. Number and Election. The number of members of the Board of Directors shall be equal to the number of persons whom the shareholders shall have elected to be directors from time to time; which shall be no more than five (5) nor less than one (1). The Board of Directors shall be elected annually by the shareholders for a term of one (1) year, or, if elected at a time other than upon the annual meeting of shareholders, for a term expiring as of the next annual meeting. In any event, unless sooner removed, directors shall serve until their successors are duly elected and qualify.

Section 3. Vacancies. Any vacancy occurring on the Board of Directors, may be filled by the affirmative vote of a majority of the remaining directors though such majority be less than a quorum of the Board.

Section 4. Removal of Directors. At a meeting of shareholders called expressly for that purpose, any director may be removed, with or without cause, by a vote of the shareholders holding a majority of the shares entitled to be cast at an election of directors by the voting group or voting groups by which such director was elected.

Section 5. Regular Meetings. Regular meetings of the Board of Directors shall be held at such times, at least annually, as shall be specified by the Board of Directors by resolution from time to time. Such regular meetings may be held without notice of time, place and purpose thereof. If not otherwise specified by resolution, the Board of Directors shall meet the first business day following the annual meeting of shareholders at 9:00 a.m. in the location where the shareholders’ meeting was held.

Section 6. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any two directors. Notice of the time and place of each special meeting shall be given orally or in writing to each director. Such notice, if given in person, by private carrier, telegram, or telephone, must be received at least twenty-four hours prior to such meeting, and, if given by mail, must be mailed postpaid and correctly addressed and postmarked at least six days prior to such meeting; provided that if the notice is sent by registered or certified mail, the notice is sufficient if the receipt is signed by or or behalf of the addressee at least twenty-four hours prior to such meeting. Any director may waive notice of any meeting, and attendance at or participation in any meeting shall constitute a waiver of notice of such meeting unless the director objects at the beginning of the meeting, or promptly upon his arrival, to holding it or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

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Section 7. Quorum. A majority of the number of directors of the Corporation shall constitute a quorum for the transaction of business at any meeting of the Board. If a quorum is not present, a majority of those in attendance may adjourn the meeting from time to time until a quorum is obtained.

Section 8. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Any action required to be taken at a meeting of directors, or any action which may be taken at a meeting of directors, may be taken without a meeting if a consent in writing, setting forth the action so taken (and, if signed at a time other than at the time such action is to be effective, the consent states the dates on which each director signed) shall be signed before or after such action by all of the directors. Such written consent shall have the same force and effect as a unanimous vote.

Section 9. Compensation. By a resolution of the shareholders or the Board of Directors, the directors may be paid their expenses, if any, and a fixed sum for attending each meeting of the Board of Directors and each meeting of a committee of the Board; and may, in addition, be paid an annual retainer. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 10. Presumption of Assent. A director of the Corporation who is present at a meeting of the Board of Directors when any action is taken is deemed to have assented to the action taken unless he votes against or abstains from the action taken, or he has objected at the beginning of the meeting, or promptly upon his arrival, to the holding of the meeting or transacting specified business at the meeting. Any such dissenting votes, abstentions or objections shall be entered in the minutes of the meeting.

ARTICLE III

OFFICERS

Section 1. Officers. The officers of the Corporation shall be a President and a Secretary, each of whom shall be appointed by and shall serve at the pleasure of the Board. In addition, the Corporation shall have such other officers as may be appointed from time to time by the Board.

Section 2. President. The President shall preside at all meetings, shall make reports to the Board of Directors and stockholders, shall have general supervision of the business and affairs of the Corporation and shall possess such powers and perform such duties as are incident to the office, subject to the direction of the Board of Directors.

Section 3. Secretary. The Secretary shall serve as secretary of the Board of Directors. The Secretary shall keep the minutes of all meetings of the shareholders and the Board of Directors, attend to serving and giving all notices of the Corporation; have charge of the corporate seal, the stock certificate records and such other books, records and papers as the Board of Directors may direct; keep a stock record containing the names of all persons who are

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shareholders of the Corporation, showing their place of residence, the number of shares of stock held by them, and the time when they became owners thereof; and perform such other duties as may be incident to the office or as may be prescribed by the President. If Assistant Secretaries are appointed, each such officer shall be authorized to perform the functions of the Secretary upon the request or absence of the Secretary.

Section 4. Execution of Instruments. Checks, notes, drafts, other commercial instruments, assignments, guarantees of signatures and contracts (except as otherwise provided herein or by law) shall be executed by the President, or any such officer(s) or employee(s) or agent(s) as the Board of Directors or any of such designated officers may direct.

ARTICLE IV

EMPLOYEES OTHER THAN OFFICERS

Section 1. Employees. Subject to the authority of the Board of Directors, the President or any other officer authorized by the President may employ such agents and employees, other than officers, as such officer may deem advisable for the prompt and orderly transaction of the business of the Corporation. Any officer so doing may define the duties of such agents and employees, fix their compensation and dismiss them. Such officer is authorized, on behalf of the Corporation, to execute any agency, employment, or other such agreements which may be necessary and proper to effect the employment of such agent or employee.

ARTICLE V

CERTIFICATES FOR SHARES AND THEIR TRANSFER

Section 1. Form and Signatures. Certificates evidencing shares of the Corporation shall be in such form as may be determined by the Board of Directors. Such certificates shall be signed by the President and by the Secretary or any other officer authorized by a resolution of the Board of Directors, and may (but need not) be sealed by the seal of the Corporation or a facsimile thereof. The signatures of the officers upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent, or registered by a registrar, other than the Corporation itself or an employee thereof.

All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, along with the number of shares and the date of issue, shall be entered on the stock transfer records of the Corporation. All certificates surrendered to the Corporation for transfer shall be cancelled. No new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in the case of a lost, destroyed or mutilated certificate, a new one may be issued therefor upon such terms and indemnity to the Corporation as the Board of Directors may prescribe.

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Section 2. Transfer of Shares. Transfer of shares of the Corporation shall be made only on the transfer records of the Corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of. authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes except to the extent the Board of Directors, by resolution, may establish a procedure whereby the beneficial owners of shares registered in the name of a nominee are to be recognized by the Corporation as the shareholder, in accordance with applicable law.

ARTICLE VI

WAIVER OF NOTICE

Section 1. Waiver. Unless otherwise provided by law, whenever any notice is required to be given to any stockholder or Director of the Corporation under the provisions of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE VII

FISCAL YEAR

Section 1. Fiscal Year. The fiscal year of the Corporation shall begin on January 1st and end on December 31st of each year.

ARTICLE VIII

DIVIDENDS AND FINANCES

Section 1. Dividends. The Board of Directors may from time to time declare, and the Corporation may pay, dividends on its outstanding shares in the manner and upon such terms and conditions as may be permitted by law.

Section 2. Depositories. The monies of the Corporation shall be deposited in such banks or trust companies as the Board of Directors shall designate, and all payments so far as practicable, shall be made by checks. Checks and drafts as well as notes, bonds or other instruments creating or evidencing an obligation for the payment of money shall be signed in the name of the Corporation or as the Board of Directors shall direct.

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ARTICLE IX

SHARES OF OTHER CORPORATIONS

Section 1. Voting. The President is authorized to vote, represent, and exercise on behalf of the Corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of the Corporation. The authority herein granted to said officer to vote or represent on behalf of the Corporation any and all shares held by the Corporation in any other corporation or corporations may be exercised either by said officer in person or by any person authorized so to do by proxy or power of attorney duly executed by said officer. Notwithstanding the above, however, the Board of Directors, in its discretion, may designate by resolution any additional person to vote or represent said shares of other corporations.

ARTICLE X

SEAL

Section 1. Seal. The seal of the Corporation shall be in such form as may be approved from time to time by the Board of Directors and said seal, or a facsimile thereof, may be imprinted or affixed by any process or in any manner reproduced. The Secretary or Treasurer, any Assistant Secretary or Assistant Treasurer and any other officer authorized by resolution of the Board of Directors shall be empowered to affix and attest the corporate seal on all documents.

ARTICLE XI

AMENDMENTS

Section 1. Amendments. Unless otherwise provided by law or indicated herein, these Bylaws or any of them may be altered, amended, or repealed and new Bylaws made by the Board of Directors or the shareholders at any regular meeting, at any special meeting where such action has been announced in the call and notice of such meeting, or by unanimous consent in writing in lieu of a meeting.

ARTICLE XII

Indemnification and Limitation of Liability

Section 1. Limitation of Liability. To the fullest extent that the Virginia Stock Corporation Act, as it exists on the date hereof or may hereafter be amended, permits the limitation or elimination of the liability of directors or officers of the Corporation for breach of fiduciary duty, and provided that a director or officer shall not have engaged in (i) any breach of

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his or her duty of loyalty to the Corporation, (ii) acts or omissions not in good faith or which involve willful misconduct or a knowing violation of law, or (iii) any transactions from which the director or officer derived an improper or personal benefit, then such a director or officer shall not be liable to the Corporation for monetary damages. Any amendment to or repeal of this Article XII shall not adversely affect any right or protection of a director or officer of the Corporation for or with respect to any acts or omissions of such director or officer occurring prior to such amendment or repeal.

Section 2. Indemnification. To the fullest extent permitted and in the manner prescribed by the Virginia Stock Corporation Act and any other applicable law, the Corporation shall indemnify, against all liability incurred in a proceeding (and advance reasonable expenses to), any director or officer of the Corporation, who is, was, or is threatened to be made a party to any such threatened, pending, or completed action, suit, or proceeding. (whether civil, criminal, administrative, arbitrative, or investigative), including an action by or in the right of the Corporation, by reason of the fact that he is or was such a director or officer or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise. The Board of Directors is empowered, by majority vote of a quorum of disinterested directors, to contract in advance to indemnify any director or officer.

Section 3. Other Persons. The Board of Directors is empowered, by majority vote of a quorum of disinterested directors, to cause the Corporation to indemnify, or contract in advance to indemnify, (and advance reasonable expenses to) any person not specified in Section 2 of this Article who was or is a party to any proceeding by reason of the fact that he is or was an employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, employee benefit plan, or other enterprise, to the same extent as if such person were specified as one to whom indemnification is granted in Section 2 hereof.

Section 4. Insurance. The Corporation may purchase and maintain insurance to indemnify it against the whole or any portion of the liability assumed by it in accordance with this Article and may also procure insurance, in such amounts as the Board of Directors may determine, on behalf of any person who is or was a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, against any liability asserted against or incurred by such person in any such capacity or arising from his status as such, whether or not the Corporation would have power to indemnify him against such liability under the provisions of this Article.

Section 5. Scope. The provisions of this Article XII shall be applicable to all actions, claims, suits, or proceedings commenced after the adoption hereof, whether arising from any action taken or failure to act before or after such adoption. No amendment, modification, or repeal of this Article shall diminish the rights provided hereby or diminish the right to indemnification with respect to any claim, issue, or matter in any then pending or subsequent proceeding that is based in any material respect on any alleged action or failure to act prior to such amendment, modification, or repeal.

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Section 6. Continuous Coverage. Reference herein to directors, officers, employees, or agents, shall include former directors, officers, employees, and agents, and their respective heirs, executors, and administrators.

Section 7. Amendment. This Article XII may only be altered, amended, or repealed by action of the shareholders of the Corporation.

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EX-3.239

Exhibit 3.239

ARTICLES OF INCORPORATION

1.

The name of the corporation is “Troup County Emergency Medical Services, Inc.”

2.

The corporation has perpetual duration.

3.

The corporation is organized pursuant to the provisions of the Georgia Business Corporation Code.

4.

The corporation is organized as a corporation for profit for any lawful purpose not specifically prohibited to corporations under the applicable laws of the State of Georgia, including but not limited to the operation of a business supplying routine convalescent and emergency ambulance services in and about Troup County, Georgia, together with all of the lawful activities which are incidental to the operation of such a service. The corporation shall be authorized in connection with such activities to carry on any lawful business.

5.

The corporation shall have the authority to issue not more than Twenty-five Hundred shares of common voting stock with a par value of One Hundred Dollars per share.

6.

The corporation shall not commence business until it shall have received at least Five Hundred Dollars ($500.00) in payment for the issuance of shares of stock.

7.

No shareholder shall have the preemptive right to acquire unissued shares of the corporation.

8.

The address of the initial registered office of the corporation shall be:

406 Ridley Avenue

LaGrange, Georgia 30240

and the initial registered agent of the corporation at such address shall be:

Randy Neil Norred

9.

The initial Board of Directors of the corporation shall consist of one member, and his name and address is:

Randy Neil Norred

408 Camelot Court

LaGrange, Georgia 30240

10.

The name and address of the incorporator is:

Randy Neil Norred

408 Camelot Court

LaGrange, Georgia 30240

/s/ Randy Neil Norred

Randy Neil Norred - Incorporator

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CONSENT TO APPOINTMENT AS REGISTERED AGENT

TO: Ben W. Fortson, Jr.

Secretary of State

Ex-Officio Corporation

Commissioner

State of Georgia

I (We) RANDY NEIL NORRED

(Type or print name of person(s)

do hereby consent to serve as registered agent for the corporation

TROUP COUNTY EMERGENCY MEDICAL SERVICES, INC.

(Type or print name of corporation)

This 5th day of JANUARY, 1978.

/s/ Randy Neil Norred

Randy Neil Norred

Address of registered agent(s):

(Type or print address)

408 Camelot Court

LaGrange, Georgia 30240

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EX-3.240

Exhibit 3.240

BY-LAWS

OF

THE SUBSIDIARIES OF

AMERICAN MEDICAL RESPONSE, INC.

Section 1. LAW, CERTIFICATE OF INCORPORATION

AND BY-LAWS

1.1. These by-laws are subject to the certificate of incorporation of the corporation. In these by-laws, references to law, the certificate of incorporation and by-laws mean the law, the provisions of the certificate of incorporation and the by-laws as from time to time in effect.

Section 2. STOCKHOLDERS

2.1. Annual Meeting. The annual meeting of stockholders shall be held at 10:00 am on the second Tuesday in May in each year, unless that day be a legal holiday at the place where the meeting is to be held, in which case the meeting shall be held at the same hour on the next succeeding day not a legal holiday, or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect a board of directors and transact such other business as may be required by law or these by-laws or as may properly come before the meeting.

2.2. Special Meetings. A special meeting of the stockholders may be called at any time by the chairman of the board, if any, the president or the board of directors. A special meeting of the stockholders shall be called by the secretary, or in the case of the death, absence, incapacity or refusal of the secretary, by an assistant secretary or some other officer, upon application of a majority of the directors. Any such application shall state the purpose or purposes of the proposed meeting. Any such call shall state the place, date, hour, and purposes of the meeting.

2.3. Place of Meeting. All meetings of the stockholders for the election of directors or for any other purpose shall be held at such place within or without the state of incorporation as may be determined from time to time by the chairman of the board, if any, the president or the board of directors. Any adjourned session of any meeting of the stockholders shall be held at the place designated in the vote of adjournment.

2.4. Notice of Meetings. Except as otherwise provided by law, a written notice of each meeting of stockholders stating the place, day and hour thereof and, in the case of a special meeting, the purposes for which the meeting is called, shall be given not less then ten nor more than sixty days before the meeting, to each stockholder entitled to vote thereat, and to each stockholder who, by law, by the certificate of incorporation or by these by-laws, is entitled to notice, by leaving such notice with him or at his residence or usual place of business, or by depositing it in the United States mail, postage prepaid, and addressed to such stockholder at his address as it appears in the records of the corporation. Such

notice shall be given by the secretary, or by an officer or person designated by the board of directors, or in the case of a special meeting by the officer calling the meeting. As to any adjourned session of any meeting of stockholders, notice of the adjourned meeting need not be given if the time and place thereof are announced at the meeting at which the adjournment was taken except that if the adjournment is for more than thirty days or if after the adjournment a new record date is set for the adjourned session, notice of any such adjourned session of the meeting shall be given in the manner heretofore described. No notice of any meeting of stockholders or any adjourned session thereof need be given to a stockholder if a written waiver of notice, executed before or after the meeting or such adjourned session by such stockholder, is filed with the records of the meeting or if the stockholder attends such meeting without objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the stockholders or any adjourned session thereof need be specified in any written waiver of notice.

2.5. Quorum of Stockholders. At any meeting of the stockholders a quorum as to any matter shall consist of a majority of the votes entitled to be cast on the matter, except where a larger quorum is required by law, by the certificate of incorporation or by these by-laws. Any meeting may be adjourned from time to time by a majority of the votes properly cast upon the question, whether or not a quorum is present. If a quorum is present at an original meeting, a quorum need not be present at an adjourned session of that meeting. Shares of its own stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of any corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

2.6. Action by Vote. When a quorum is present at any meeting, a plurality of the votes properly cast for election to any office shall elect to such office and a majority of the votes properly cast upon any question other than an election to an office shall decide the question, except when a larger vote is required by law, by the certificate of incorporation or by these by-laws. No ballot shall be required for any election unless requested by a stockholder present or represented at the meeting and entitled to vote in the election.

2.7. Action without Meetings. Unless otherwise provided in the certificate of incorporation, any action required or permitted to be taken by stockholders for or in connection with any corporate action may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in the state of incorporation by hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. No written consent shall be effective to take the corporate action referred to therein unless written consents signed by a number of stockholders sufficient to take such action are delivered to the corporation in the manner specified in this paragraph within sixty days of the earliest dated consent so delivered.

If action is taken by consent of stockholders and in accordance with the

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foregoing, there shall be filed with the records of the meetings of stockholders the writing or writings comprising such consent.

If action is taken by less than unanimous consent of stockholders, prompt notice of the taking of such action without a meeting shall be given to those who have not consented in writing and a certificate signed and attested to by the secretary that such notice was given shall be filed with the records of the meetings of stockholders.

In the event that the action which is consented to is such as would have required the filing of a certificate under any provision of the General Corporation Law of the State of Delaware, if such action had been voted upon by the stockholders at a meeting thereof, the certificate filed under such provision shall state, in lieu of any statement required by such provision concerning a vote of stockholders, that written consent has been given under Section 228 of said General Corporation Law and that written notice has been given as provided in such Section 228.

2.8. Proxy Representation. Every stockholder may authorize another person or persons to act for him by proxy in all matters in which a stockholder is entitled to participate, whether by waiving notice of any meeting, objecting to or voting or participating at a meeting, or expressing consent or dissent without a meeting. Every proxy must be signed by the stockholder or by his attorney-in-fact. No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally. The authorization of a proxy may but need not be limited to specified action, provided, however, that if a proxy limits its authorization to a meeting or meetings of stockholders, unless otherwise specifically provided such proxy shall entitle the holder thereof to vote at any adjourned session but shall not be valid after the final adjournment thereof.

2.9. Inspectors. The directors or the person presiding at the meeting may, and shall if required by applicable law, appoint one or more inspectors of election and any substitute inspectors to act at the meeting or any adjournment thereof. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspectors shall make a report in writing of any challenge, question or matter determined by them and execute a certificate of any fact found by them.

2.10. List of Stockholders. The secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in his name. The stock ledger shall be the only evidence as to who are

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stockholders entitled to examine such list or to vote in person or by proxy at such meeting.

Section 3. BOARD OF DIRECTORS

3.1. Number. The corporation shall have one or more directors, the number shall be consistent with applicable law and shall be determined from time to time by vote of a majority of the directors then in office. No director need be a stockholder.

3.2. Tenure. Each director shall hold office until the next annual meeting and until his successor is elected and qualified, or until he sooner dies, resigns, is removed or becomes disqualified.

3.3. Powers. The business and affairs of the corporation shall be managed by or under the direction of the board of directors who shall have and may exercise all the powers of the corporation and do all such lawful acts and things as are not by law, the certificate of incorporation or these by-laws directed or required to be exercised or done by the stockholders.

3.4. Vacancies. Vacancies and any newly created directorships resulting from any increase in the number of directors may be filled by vote of the holders of the particular class or series of stock entitled to elect such director at a meeting called for the purpose, or by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, in each case elected by the particular class or series of stock entitled to elect such directors. When one or more directors shall resign from the board, effective at a future date, a majority of the directors then in office, including those who have resigned, who were elected by the particular class or series of stock entitled to elect such resigning director or directors shall have power to fill such vacancy or vacancies, the vote or action by writing thereon to take effect when such resignation or resignations shall become effective. The directors shall have and may exercise all their powers notwithstanding the existence of one or more vacancies in their number, subject to any requirements of law or of the certificate of incorporation or of these by-laws as to the number of directors required for a quorum or for any vote or other actions.

3.5. Committees. The board of directors may, by vote of a majority of the whole board, (a) designate, change the membership of or terminate the existence of any committee or committees, each committee to consist of one or more of the directors; (b) designate one or more directors as alternate members of any such committee who may replace any absent or disqualified member at any meeting of the committee; and (c) determine the extent to which each such committee shall have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation, including the power to authorize the seal of the corporation to be affixed to all papers which require it and the power and authority to declare dividends or to authorize the issuance of stock; excepting, however, such powers which by law, by the certificate of incorporation or by these by-laws they are prohibited from so delegating. In the absence or disqualification of any member of such committee and his alternate, if any, the member or members thereof present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Except as the board of directors may otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by the board or such rules, its

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business shall be conducted as nearly as may be in the same manner as is provided by these by-laws for the conduct of business by the board of directors. Each committee shall keep regular minutes of its meetings and report the same to the board of directors upon request.

3.6. Regular Meetings. Regular meetings of the board of directors may be held without call or notice at such places within or without the State of Delaware and at such times as the board may from time to time determine, provided that notice of the first regular meeting following any such determination shall be given to absent directors. A regular meeting of the directors may be held without call or notice immediately after and at the same place as the annual meeting of stockholders.

3.7. Special Meetings. Special meetings of the board of directors may be held at any time and at any place within or without the state of incorporation designated in the notice of the meeting, when called by the chairman of the board, if any, the president, or by one-third or more in number of the directors, reasonable notice thereof being given to each director by the secretary or by the chairman of the board, if any, the president or any one of the directors calling the meeting.

3.8. Notice. It shall be reasonable and sufficient notice to a director to send notice by mail or overnight courier at least forty-eight hours or by telegram at least twenty-four hours before the meeting addressed to him at his usual or last known business or residence address or to give notice to him in person or by telephone at least twenty-four hours before the meeting. Notice of a meeting need not be given to any director if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. Neither notice of a meeting nor a waiver of a notice need specify the purposes of the meeting.

3.9. Quorum. Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, at any meeting of the directors a majority of the directors then in office shall constitute a quorum; a quorum shall not in any case be less than one-third of the total number of directors constituting the whole board. Any meeting may be adjourned from time to time by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

3.10. Action by Vote. Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, when a quorum is present at any meeting the vote of a majority of the directors present shall be the act of the board of directors.

3.11. Action Without a Meeting. Any action required or permitted to be taken at any meeting of the board of directors or a committee thereof may be taken without a meeting if all the members of the board or of such committee, as the case may be, consent thereto in writing, and such writing or writings are filed with the records of the meetings of the board or of such committee. Such consent shall be treated for all purposes as the act of the board or of such committee, as the case may be.

3.12. Participation in Meetings by Conference Telephone. Members of the board of directors, or any committee designated by such board, may participate in a meeting of such board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other or by any other means permitted by law. Such

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participation shall constitute presence in person at such meeting.

3.13. Compensation. In the discretion of the board of directors, each director may be paid such fees for his services as director and be reimbursed for his reasonable expenses incurred in the performance of his duties as director as the board of directors from time to time may determine. Nothing contained in this section shall be construed to preclude any director from serving the corporation in any other capacity and receiving reasonable compensation therefor.

3.14. Interested Directors and Officers.

(a) No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of the corporation’s directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if:

(1) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or

(2) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or

(3) The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the board of directors, a committee thereof, or the stockholders.

(b) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes the contract or transaction.

Section 4. OFFICERS AND AGENTS

4.1. Enumeration; Qualification. The officers of the corporation shall be a president, a treasurer, a secretary and such other officers, if any, as the board of directors from time to time may in its discretion elect or appoint including without limitation a chairman of the board, one or more vice presidents and a controller. The corporation may also have such agents, if any, as the board of directors from time to time may in its discretion choose. Any officer may be but none need be a director or stockholder. Any two or more offices may be held by the same person. Any officer may be required by the board of directors to secure the faithful performance of his duties to the corporation by giving bond in such amount and with sureties or otherwise as the board of directors may determine.

4.2. Powers. Subject to law, to the certificate of incorporation and to the other provisions of these by-laws, each officer shall have, in addition to the

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duties and powers herein set forth, such duties and powers as are commonly incident to his office and such additional duties and powers as the board of directors may from time to time designate.

4.3. Election. The officers may be elected by the board of directors at their first meeting following the annual meeting of the stockholders or at any other time. At any time or from time to time the directors may delegate to any officer their power to elect or appoint any other officer or any agents.

4.4. Tenure. Each officer shall hold office until his respective successor is chosen and qualified unless a shorter period shall have been specified by the terms of his election or appointment, or in each case until he sooner dies, resigns, is removed or becomes disqualified. Each agent shall retain his authority at the pleasure of the directors, or the officer by whom he was appointed or by the officer who then holds agent appointive power.

4.5. Chairman of the Board of Directors, President and Vice President. The chairman of the board, if any, shall have such duties and powers as shall be designated from time to time by the board of directors. Unless the board of directors otherwise specifies, the chairman of the board, or if there is none the chief executive officer, shall preside, or designate the person who shall preside, at all meetings of the stockholders and of the board of directors.

Unless the board of directors otherwise specifies, the president shall be the chief executive officer and shall have direct charge of all business operations of the corporation and, subject to the control of the directors, shall have general charge and supervision of the business of the corporation.

Any vice presidents shall have such duties and powers as shall be set forth in these by-laws or as shall be designated from time to time by the board of directors or by the president.

4.6. Treasurer and Assistant Treasurers. Unless the board of directors otherwise specifies, the treasurer shall be in charge of the corporation’s funds and valuable papers, and shall have such other duties and powers as may be designated from time to time by the board of directors or by the president. If no controller is elected, the treasurer shall, unless the board of directors otherwise specifies, also have the duties and powers of the controller. Any assistant treasurers shall have such duties and powers as shall be designated from time to time by the board of directors, the president or the treasurer.

4.7. Controller and Assistant Controllers. If a controller is elected, he shall, unless the board of directors otherwise specifies, be in charge of its books of account and accounting records, and of its accounting procedures. He shall have such other duties and powers as may be designated from time to time by the board of directors, the president or the treasurer. Any assistant controller shall have such duties and powers as shall be designated from time to time by the board of directors, the president, the treasurer or the controller.

4.8. Secretary and Assistant Secretaries. The secretary shall record all proceedings of the stockholders, of the board of directors and of committees of the board of directors in a book or series of books to be kept therefor and shall file therein all actions by written consent of stockholders or directors. In the absence of the secretary from any meeting, an assistant secretary, or if there be none or he is absent, a temporary secretary chosen at the meeting, shall record the proceedings thereof. Unless a transfer agent has been appointed the secretary shall keep or cause to be kept the stock and transfer records of

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the corporation, which shall contain the names and record addresses of all stockholders and the number of shares registered in the name of each stockholder. He shall have such other duties and powers as may from time to time be designated by the board of directors or the president. Any assistant secretaries shall have such duties and powers as shall be designated from time to time by the board of directors, the president or the secretary.

Section 5. RESIGNATIONS AND REMOVALS

5.1. Any director or officer may resign at any time by delivering his resignation in writing to the chairman of the board, if any, the president, or the secretary or to a meeting of the board of directors. Such resignation shall be effective upon receipt unless specified to be effective at some other time, and without in either case the necessity of its being accepted unless the resignation shall so state. A director (including persons elected by stockholders or directors to fill vacancies in the board) may be removed from office with or without cause by the vote of the holders of a majority of the issued and outstanding shares of the particular class or series entitled to vote in the election of such director. The board of directors may at any time remove any officer either with or without cause. The board of directors may at any time terminate or modify the authority of any agent.

Section 6. VACANCIES

6.1. If the office of the president or the treasurer or the secretary becomes vacant, the directors may elect a successor by vote of a majority of the directors then in office. If the office of any other officer becomes vacant, any person or body empowered to elect or appoint that officer may choose a successor. Each such successor shall hold office for the unexpired term, and in the case of the president, the treasurer and the secretary until his successor is chosen and qualified or in each case until he sooner dies, resigns, is removed or becomes disqualified. Any vacancy of a directorship shall be filled as specified in Section 3.4 of these by-laws.

Section 7. CAPITAL STOCK

7.1. Stock Certificates. Each stockholder shall be entitled to a certificate stating the number and the class and the designation of the series, if any, of the shares held by him, in such form as shall, in conformity to law, the certificate of incorporation and the by-laws, be prescribed from time to time by the board of directors. Such certificate shall be signed by the chairman or vice chairman of the board, or the president or a vice president and by the treasurer or an assistant treasurer or by the secretary or an assistant secretary. Any of or all the signatures on the certificate may be a facsimile. In case an officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the time of its issue.

7.2. Loss of Certificates. In the case of the alleged theft, loss, destruction or mutilation of a certificate of stock, a duplicate certificate may be issued in place thereof, upon such terms, including receipt of a bond sufficient to indemnify the corporation against any claim on account thereof, as the board of directors may prescribe.

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Section 8. TRANSFER OF SHARES OF STOCK

8.1. Transfer on Books. Subject to the restrictions, if any, stated or noted on the stock certificate, shares of stock may be transferred on the books of the corporation by the surrender to the corporation or its transfer agent of the certificate therefor properly endorsed or accompanied by a written assignment and power of attorney properly executed, with necessary transfer stamps affixed, and with such proof of the authenticity of signature as the board of directors or the transfer agent of the corporation may reasonably require. Except as may be otherwise required by law, by the certificate of incorporation or by these by-laws, the corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to receive notice and to vote or to give any consent with respect thereto and to be held liable for such calls and assessments, if any, as may lawfully be made thereon, regardless of any transfer, pledge or other disposition of such stock until the shares have been properly transferred on the books of the corporation.

It shall be the duty of each stockholder to notify the corporation of his post office address.

8.2. Record Date. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no such record date is fixed by the board of directors, the record date for determining the stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no such record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the state of incorporation hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. If no record date has been fixed by the board of directors and prior action by the board of directors is required by applicable law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights

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or to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such payment, exercise or other action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

Section 9. CORPORATE SEAL

9.1. Subject to alteration by the directors, the seal of the corporation shall consist of a flat-faced circular die with the word “Delaware” and the name of the corporation cut or engraved thereon, together with such other words, dates or images as may be approved from time to time by the directors.

Section 10. EXECUTION OF PAPERS

10.1. Except as the board of directors may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts or other obligations made, accepted or endorsed by the corporation shall be signed by the chairman of the board, if any, the president, a vice president or the treasurer.

Section 11. FISCAL YEAR

11.1. The fiscal year of the corporation shall end on the 31st of December.

Section 12. AMENDMENTS

12.1. These by-laws may be adopted, amended or repealed by vote of a majority of the directors then in office or by vote of a majority of the stock outstanding and entitled to vote. Any by-law, whether adopted, amended or repealed by the stockholders or directors, may be amended or reinstated by the stockholders or the directors.

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EX-3.241

Exhibit 3.241

ARTICLES OF INCORPORATION

of

OXNARD AMBULANCE SERVICE, INC.

under the laws of the

STATE OF CALIFORNIA

KNOW ALL MEN BY THESE PRESENTS:

That we, the undersigned, have this day voluntarily associated ourselves together for the purpose of forming a corporation under the laws of the State of California.

AND WE DO HEREBY CERTIFY:

FIRST:	That the name of this corporation is:
	OXNARD AMBULANCE SERVICE, INC.
SECOND:	That the purposes for which this corporation is formed are as follows:

THE SPECIFIC BUSINESS IN WHICH THE CORPORATION IS PRIMARILY TO ENGAGE in is an ambulance service business, which business shall include the owning and operating of motor vehicles and such other modes or vehicles of conveyance for hire as are now used or may be used in the ordinary course of the business of an ambulance service.

That in addition to this primary business, this corporation shall have the following general purposes and powers:

(1)           To purchase, acquire, own, hold, mortgage, lease either as lessor or lessee, sell, exchange, subdivide, deed in trust, plant, improve, cultivate, develop, construct, maintain, equip, operate and generally deal in any and all lands, improved and unimproved, dwelling houses, apartment houses, hotels, boarding houses, business blocks, office buildings, manufacturing works and plants, and other buildings of any kind, and the products and avails thereof, including water and water rights.

(2)           To supervise and manage all classes of properties, income bearing or otherwise, for other persons, corporations and associations; to negotiate sales, leases, mortgages, deeds of trust and other encumbrances or properties of other persons, corporations and associations, real, personal and mixed, wheresoever situated; and generally to maintain, conduct and carry on the business of real estate and broker.

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(3)           To acquire, by purchase, or lease, or otherwise, lands and interests in lands, and to own, hold, improve, develop and manage any real estate so acquired and to erect or cause to be erected on any lands owned, held or occupied by the corporation, buildings or other structures with their appurtenances, and to rebuild, enlarge, alter or improve any buildings or other structures, end any stores, shops, suites, rooms or parts of any buildings or any structures at any time owned or held by the corporation.

(4)           To own, operate, maintain, manage, equip, improve, repair, alter and otherwise deal with, use and enjoy, to invent, design, develop, assemble, build, construct, fabricate, manufacture, buy, import, lease as Lessee, and otherwise acquire, to mortgage, deed in trust, pledge and otherwise encumber, and to sell, export, lease as Lessor, and otherwise dispose of goods, wares, merchandise and personal property of every sort, nature and description.

(5)           To acquire, by purchase or otherwise, the good will, business, property rights, franchises and assets of every kind, with or without undertaking either wholly or in part the liabilities of any person, firm, association or corporation; and to acquire any business as a going concern or otherwise (a) by purchase of the assets thereof, wholly or in part, (b) by acquisition of the shares or any part thereof, or (c) in any manner, and to pay for the same in cash or in the shares or bonds or other evidences of indebtedness of this corporation, dispose of, the whole or any part of the goodwill, business, rights, and property so acquired, and to conduct in any lawful manner the whole or any part of any business so acquired; and to exercise all the powers necessary or convenient in and about the management of such business.

(6)           To buy, contract for, lease and in any and all other ways acquire, take, hold and own, and to sell, mortgage, pledge, deed in trust, lease and otherwise dispose of copyrights, patents, licenses, and processes or rights thereunder, and franchise rights, and governmental, state, territorial, county and municipal grants and concessions of every character which this corporation may deem advantageous in the prosecution of the said business, or in the maintenance, operation, development or extension of its properties.

(7)           To enter into, make, perform and carry out contracts of every kind, and for any lawful purpose without limit as to amount with any person, firm, association or corporation, municipality, county, parish, state, territory, government or other municipal or governmental subdivision.

(8)           To promote or to aid in any manner, financially, or otherwise, any person, corporation or association of which any shares, bonds, notes, debentures or other securities or evidences of indebtedness are held directly or indirectly by this corporation; and for this purpose, to guarantee the contracts of such other persons, corporations, or associations, and to do any and all other acts and things designed to protect, preserve, improve or enhance the value of such shares, bonds, notes, debentures or other securities or evidences of indebtedness.

(9)           To borrow money, to issue bonds, notes, debentures or other obligations of this corporation from time to time for any of the objects or purposes of this corporation, and to secure the same by mortgage, pledge, deed of trust or otherwise, or to issue the same unsecured.

(10)         To carry on a business of factors, agents, jobbers or merchants, to buy, sell, and deal in a wholesale or retail merchandise, good wares and commodities of every sort, kind and description.

(11)         To buy, sell, barter, exchange, and deal generally in all classes of goods, wares and merchandise and articles of trade, and to do all other things subsidiary, necessary or convenient for carrying out and into effect the main purposes and objects of the organization of the corporation.

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(12)         To conduct business, have one or more locations of business; to appoint such officers and agents as the affairs of the corporation shall require, and allow them salary.

(13)         To do each and every thing suitable, necessary or proper for the accomplishment, protection or maintenance, or for the attainment of any of the purposes herein enumerated, it being the intent that no purpose herein enumerated shall be limited or modified by any other purpose, but that each shall be regarded as an independent object, purpose and power.

(14)         The foregoing clause shall be construed both as objects and powers; it is hereby expressly provided that the foregoing enumeration of specific powers shall not be held to limit nor restrict in any manner the powers of the corporation.

(15)         To carry on any business whatsoever which this corporation may deem proper or convenient in connection with any of the foregoing purposes or otherwise, or which may be calculated directly or indirectly to promote the interests of this corporation, or to enhance the value of its property or business; to conduct its business in the state, in other states, in the District of Columbia, in the territories and colonies of the United States, and in foreign countries; and to hold, purchase, mortgage and convey real and personal property, either in or out of the State of California, and to have and to exercise all the powers conferred by the laws of California upon corporations formed under the laws pursuant to and under which this corporation is formed, as such laws are now in effect or may at any time hereafter be amended.

THIRD:The county in the State of California where the principal office for the transaction of business of this corporation is to be located, is Ventura County.

FOURTH:This corporation is authorized to issue one class of stock.  The total number of shares which this corporation shall have authority to issue is two hundred (200), and all shares of stock are to be without par value.

That the shares of stock of this corporation shall be nonassessable, and the directors shall not have the right nor the power to levy any assessments upon the shares of stock of this corporation.

FIFTH:That the number of directors of this corporation is three (3), and the names and addresses of those who are appointed to act as first directors of the corporation are as follows:

Robert C. Brown
321 South “C” Street
Oxnard, California

Nedra L. Brown
321 South “C” Street
Oxnard, California

Ethel C. Liggett
127 North Hemlock
Ventura, California

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SIXTH:Before there can be a valid sale or transfer of any of the shares of this corporation by the holders thereof, the holder of the shares to be sold or transferred shall first give notice in writing to the secretary of this corporation of his intention to sell or transfer such shares.  Said notice shall specify the number of shares to be sold or transferred, the price per share, and the terms upon which holder intends to make such sale or transfer.  The secretary shall, within five (5) days thereafter, mail or deliver a copy of said notice to each of the other shareholders of record of this corporation.  Such notice may be delivered to such shareholders personally or may be mailed to the last known addresses of such shareholders, as the same may appear in the books of this corporation.  Within twenty-five (25) days after the mailing or delivering of said notice to such shareholders, any such shareholders desiring to acquire any part or all of the shares referred to in said notice shall deliver by mail or otherwise to the secretary of this corporation a written offer or offers to purchase a specified number or numbers of shares at the price and upon the terms stated in said notice.

If the total number of shares specified in such offers exceeds the number of shares referred to in said notice, each offering shareholder shall be entitled to purchase such proportion of the shares referred to in said notice to the secretary, as the number of shares of this corporation, which he holds, bears to the total number of shares referred to in said notice to the secretary.

If all of the shares referred to in said notice to the secretary are not disposed of under such apportionment, each shareholder desiring to purchase shares in a number in excess of his proportionate share, as provided above, shall be entitled to purchase such proportion of those shares which remain thus undisposed of, as the total number of shares which he holds bears to the total number of shares held by all of the shareholders desiring to purchase shares in excess of those to which they are entitled under such apportionment.

If none or only a part of the shares referred to in said notice to the secretary (any amount less than the total number of shares offered for sale) is purchased, as aforesaid, in accordance with offers made within said twenty-five (25) day period, the shareholders desiring to sell or transfer may dispose of all shares of stock referred to in said notice to the secretary to any person or persons he may so

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desire; provided, however, that he shall not sell or transfer such shares at a lower price or on terms more favorable to the purchaser or transferee than those specified in said notice to the secretary.

Any sale or transfer, or purported sale or transfer, of the shares of said corporation shall be null and void unless the terms, conditions and provisions of this Article SIXTH are strictly observed and followed.

SEVENTH:No sale, lease, conveyance, transfer, exchange or other disposition (except by way of hypothecation) of all or substantially all of the property and assets of this corporation shall be made unless approved by the vote or written consent of the shareholders entitled to exercise two-thirds (2/3) of the voting power of this corporation.

EIGHTH:No mortgage, deed of trust, pledge or other hypothecation of all or substantially all of the property, real or personal, of this corporation shall be made unless approved by the vote or written consent of the shareholders entitled to exercise a majority of the voting power of this corporation.

IN WITNESS WHEREOF, we have hereunto set our hands and seals this 5th day of February, 1968.

		/s/ Robert C. Brown
		ROBERT C. BROWN
		/s/ Nedra L. Brown
		NEDRA L. BROWN
		/s/ Ethel C. Liggett
		ETHEL C. LIGGETT
STATE OF CALIFORNIA	)
	(SS.
COUNTY OF VENTURA	)

On this 5th day of February, 1968, before me, the undersigned, a Notary Public, in and for said county and state, personally appeared ROBERT C. BROWN, NEDRA L. BROWN, and ETHEL C.

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LIGGETT, known to me to be the persons named as directors in the within instrument, and whose names are subscribed thereto, and severally acknowledged to me that they executed the same.

IN WITNESS WHEREOF, I have set my hand and affixed my official seal at my office in the City of Oxnard, County of Ventura, State of California, the day and year in this certificate first above written.

/s/ James H. Carver

NOTARY PUBLIC in and for said county and state

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CERTIFICATES OF AMENDMENT

OF

ARTICLES OF INCORPORATION

OF

OXNARD AMBULANCE SERVICE, INC.

ROBERT C. BROWN and JAMBS H. CARVER certify:

1.            That they are the President and the Secretary, respectively, of OXNARD AMBULANCE SERVICE, INC., a California corporation.

2.            That at a meeting of the Board of Directors of that corporation, duly held at Oxnard, California, on July 16, 1970, the following resolution was adopted;

WHEREAS, the authorized number of shares of this corporation is two hundred (200) shares, without par value, of which fifty (50) are issued and outstanding,

WHEREAS, it is deemed to be in the best interests of this corporation and its shareholders that Article FOURTH of the Articles of Incorporation be amended to increase the authorised number of shares from two hundred (200) without par value to eighty thousand (80,000) without par value and to split each of the issued and outstanding shares of capital stock without par value into four hundred (400) shares of capital stock without par value.

RESOLVED, that Article FOURTH of the Articles of Incorporation is hereby amended to read as follows:

“FOURTH:  This corporation is authorized to issue one class of stock.  The total number of shares which this corporation shall have authority to issue is eighty thousand (80,000), and all shares of stock are to be without par value.

That the shares of stock of this corporation shall be nonassessable, and the directors shall not have the right nor the power to levy any assessments upon the shares of stock of this corporation.”

Upon the Amendment of this article to read as hereinabove set forth, each outstanding share without par value is split and converted into four hundred (400) shares without par value.

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3.             That the shareholders have adopted and approved said amendment by written consent; and that the wording of the amended article, as set forth in the shareholders’ written consent, is the same as that set forth in the Directors’ resolution in Paragraph 2 above.

4.             That the number of shares which consented to the adoption of said resolution is fifty (30), and that the total number of shares entitled to vote on said amendment is fifty (50).

IN WITNESS WHEREOF, we have hereunto set our hands and seals this 16 day of July, 1970.

		/s/ Robert C. Brown
		ROBERT C. BROWN
		/s/ James H. Carver
		JAMES H. CARVER, Secretary
STATE OF CALIFORNIA	)
	(SS.
COUNTY OF VENTURA	)

The undersigned, being first duly sworn, depose and say, each for himself:

That they are and at all times mentioned in the foregoing certificate of amendment were the President and Secretary of OXNARD AMBULANCE SERVICE, INC., a California corporation; that each of the undersigned has read the foregoing certificate of amendment; that statements therein are true of his own knowledge and that the signature thereto purporting to be his signature is genuine.

/s/ Robert C. Brown

ROBERT C. BROWN

/s/ James H. Carver

JAMES H. CARVER, Secretary

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CERTIFICATE OF AMENDMENT

OF

ARTICLES OF INCORPORATION

OXNARD AMBULANCE SERVICE, INC.

ROBERT C. BROWN and JAMES B. CARVER, certify:

1.             That they are the President and the Secretary, respectively, of OXNARD AMBULANCE SERVICE, INC., a California corporation.

2.             That at a special meeting of the Board of Directors of said corporation, duly held at 321 South C Street, Oxnard, California, on December 9, 1972, the following resolution was adopted:

“RESOLVED:  That so much of ARTICLE FIFTH of the Articles of Incorporation of this corporation as now reads “That the number of directors of this corporation is three (3)” is amended to read as follows:

“FIFTH:  The number of directors of this corporation shall not be less than five (5) nor more than eight (8).  The exact number of directors shall be fixed from time to time, within the limits specified in these Articles of Incorporation, or a controlling by-law, by a by-law or amendment thereof duly adopted by the shareholders or by the Board of Directors.”

3.             That the shareholders owning a total of Twenty Thousand (20,000) shares entitled to vote on or consent to said amendment, have adopted said amendment by written consent.  That the wording of the amended article as set forth in the shareholders’ written consent, is the same as that set forth in the directors’ resolution in Paragraph 2 above.

4.             That the number of shares represented by written consent is Twenty Thousand (20,000).  That the total number of shares entitled to vote on or consent to the amendment is Twenty Thousand (20,000).

/s/ Robert C. Brown

ROBERT C. BROWN, President

/s/ James H. Carver

JAMES H. CARVER, Secretary

Each of the undersigned declares under penalty of perjury that the matters set forth in the foregoing certificate are of his own knowledge true and correct.

Executed on December 9, 1972 at Oxnard, California.

/s/ Robert C. Brown

ROBERT C. BROWN, President

/s/ James H. Carver

JAMES H. CARVER, Secretary

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CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
OXNARD AMBULANCE SERVICE, INC.

ROBERT C. BROWN and JAMES H. CARVER certify that:

1.             They are the President and Secretary, respectively, of OXNARD AMBULANCE SERVICE, INC., a California corporation.

2.             The Articles of Incorporation authorize the Directors to adopt resolutions amending the Articles by unanimous written consent without a meeting, and the Directors adopted the following resolution by unanimous written consent:

RESOLVED, that Article FIRST of the Articles of Incorporation is hereby amended to read in full as follows:

“FIRST:  That the name of the corporation is:

V.I.P. PROFESSIONAL SERVICES, INC.”

RESOLVED FURTHER, that the paragraph of Article SECOND of the Articles of Incorporation which now reads:

THE SPECIFIC BUSINESS IN WHICH THE CORPORATION IS PRIMARILY TO ENGAGE IN is an ambulance service business, which business shall include the owning and operating of motor vehicles and such other modes or vehicles of conveyance for hire as are now used or may be used in the ordinary course of the business of an ambulance service.

is hereby amended to read as follows:

THE SPECIFIC BUSINESS IN WHICH THE CORPORATION IS PRIMARILY TO ENGAGE IN is to lease, own, operate, maintain and equip motor buses and such other motor vehicles or modes of conveyance appropriate for the carriage of passengers and/or goods of all types for hire as a common carrier or otherwise, operating within the State of California and in such other places as may from time to time be appropriate; and

To own, operate, maintain and conduct a telephone answering and exchange service, a bookkeeping service, a credit exchange, and a public registry of medical nurses for hire; and

To lease, sell, medical and sickroom supplies; and

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To acquire, hold, and own any and all licenses, permits and/or franchises that may be necessary or convenient in connection with all operations of the corporation.

3.             The shareholders have adopted this amendment by written consent, and the wording of the amendment, as set forth in the shareholders’ written consent, is the same as that set forth in the Directors’ Resolution in Paragraph 2 above.

4.             The number of shares represented by written consents is 20,000; the total number of shares entitled to vote on or consent to the amendment is 20,000.

/s/ Robert C. Brown

ROBERT C. BROWN, President

/s/ James H. Carver

JAMES H. CARVER, Secretary

Each of the undersigned declares under penalty of perjury that the matters set forth in the foregoing certificate are true and correct.

Executed on the 10th day of June, 1975, at Oxnard, Ventura County, California.

/s/ Robert C. Brown

ROBERT C. BROWN

/s/ James H. Carver

JAMES H. CARVER

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EX-3.242

Exhibit 3.242

AMENDED

BY-LAWS

of

V.I.P. PROFESSIONAL SERVICES, INC.

a California corporation

ARTICLE I

DIRECTORS; MANAGEMENT

Section 1.a.             Powers.

Subject to the provisions of the General Corporation Law of California, effective January 1, 1977 (to which the various Section numbers quoted herein relate) and subject to any limitation in the Articles of Incorporation and the By-Laws relating to action required to be approved by the Shareholders (Sec. 153) or by the outstanding shares (Sec. 152), the business and affairs of this corporation shall be managed by and all corporate powers shall be exercised by or under direction of the Board of Directors.

b.Standard of Care.

Each Director shall exercise such powers and otherwise perform such duties in good faith, in the manner such Director believes to be in the best interests of the corporation, and with such care, including reasonable inquiry, using ordinary prudence, as a person in a like position would use under similar circumstances.  (Sec. 309)

c.Exception for Close Corporation.

Notwithstanding the provisions of Section 1, in the event that this corporation shall elect to become a close corporation as defined in Sec. 158, its Shareholders may enter into a Shareholders’ Agreement as provided in Sec. 300 (b).  Said agreement may provide for the exercise of corporate powers and the management of the business and affairs of this corporation by the Shareholders, provided however such agreement shall, to the extent and so long as the discretion or the powers of the Board in its management of corporate affairs is controlled by such agreement, impose upon each Shareholder who is a party thereof, liability for managerial acts performed or omitted by

such person pursuant thereto otherwise imposed upon Directors as provided in Sec. 300 (d).

Section 2.Number and Qualification.

The authorized number of Directors of the corporation shall be not less than five (5) nor more than nine (9).

This number may be changed by amendment to the Articles of Incorporation or by an amendment to this Section 2, ARTICLE I, of these By-Laws, adopted by the vote or written assent of the Shareholders entitled to exercise majority voting power as provided in Sec. 212.

Section 3.Election and Tenure of Office.

The Directors shall be elected by ballot at the annual meeting of the Shareholders, to serve for one year or until their successors are elected and have qualified.  Their term of office shall begin immediately after election.

Section 4.Vacancies.

Vacancies in the Board of Directors may be filled by a majority of the remaining Directors, though less than a quorum, or by a sole remaining Director, and each Director so elected shall hold office until his successor is elected at an annual meeting of Shareholders or at a special meeting called for that purpose.

The Shareholders may at any time elect a Director to fill any vacancy not filled by the Directors, and may elect the additional Directors at the meeting at which an amendment of the By-Laws is voted authorizing an increase in the number of Directors.

A vacancy or vacancies shall be deemed to exist in case of the death, resignation or removal of any Director, or if the Shareholders shall increase the authorized number of Directors but shall fail at the meeting at which such increase is authorized, or at an adjournment thereof, to elect the additional Director so provided for, or in case the Shareholders fail at any time to elect the full number of authorized Directors.

If the Board of Directors accepts the resignation of a Director tendered to take effect at a future time, the Board, or the Shareholders, shall have power to elect a successor to take office when the resignation shall become effective.

No reduction of the number of Directors shall have the effect of removing any Director prior to the expiration of his term of office.

Section 5.Removal of Directors.

The entire Board of Directors or any individual Director may be removed from office as provided by Secs. 302, 303 and 304 of the Corporations Code of the State of California.  In such case, the remaining Board members may elect a successor Director to fill such vacancy for the remaining unexpired term of the Director so removed.

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Section 6.Notice, Place and Manner of Meetings.

Meetings of the Board of Directors may be called by the Chairman of the Board, or the President, or any Vice President, or the Secretary, or any two (2) Directors and shall be held at the principal executive office of the corporation in the State of California, unless some other place is designated in the notice of the meeting.  Members of the Board may participate in a meeting through use of a conference telephone or similar communications equipment so long as all members participating in such a meeting can hear one another.  Accurate minutes of any meeting of the Board or any committee thereof, shall be maintained as required by Sec. 312 of the Code by the Secretary or other Officer designated for that purpose.

Section 7.Organization Meetings.

The organization meetings of the Board of Directors shall be held immediately following the adjournment of the annual meetings of the Shareholders.

Section 8.Other Regular Meetings.

Regular meetings of the Board of Directors shall be held at the corporate offices, or such other place as may be designated by the Board of Directors, as follows:

Time of Regular Meeting:   4:00 p.m.

Date of Regular Meeting:   1st Thursday each month.

If said day shall fall upon a holiday, such meetings shall be held on the next succeeding business day thereafter.  No notice need be given of such regular meetings.

Section 9.Special Meetings — Notices — Waivers.

Special meetings of the Board may be called at any time by the President or, if he is absent or unable or refuses to act, by any Vice President or the Secretary or by any two Directors, or by one Director if only one is provided.

At least forty-eight (48) hours notice of the time and place of special meetings shall be delivered personally to the Directors or personally communicated to them by a corporate Officer by telephone or telegraph.  If the notice is sent to a Director by letter, it shall be addressed to him at his address as it is shown upon the records of the corporation, (or if it is not so shown on such records or is not readily ascertainable, at the place in which the meetings of the Directors are regularly held).  In case such notice is mailed, it shall be deposited in the United States mail, postage prepaid, in the place in which the principal executive office of the corporation is located at least four (4) days prior to the time of the holding of the meeting.  Such mailing, telegraphing, telephoning or delivery as above provided shall be due, legal and personal notice to such Director.

When all of the Directors are present at any Directors’ meeting, however called or noticed, and either (i) sign a written consent thereto on the records of such meeting, or, (ii) if a majority of the Directors are present and if those not present sign a waiver of notice of such meeting or a consent to holding the meeting or an approval of the minutes thereof, whether prior to or after the holding of such meeting, which said

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waiver, consent or approval shall be filed with the Secretary of the corporation or (iii) if a Director attends a meeting without notice but without protesting, prior thereto or at its commencement, the lack of notice to him, then the transactions thereof are as valid as if had at a meeting regularly called and noticed.

Section 10.Sole Director Provided by Articles of Incorporation.

In the event only one Director is required by the By-Laws or Articles of Incorporation, then any reference herein to notices, waivers, consents, meetings or other actions by a majority or quorum of the Directors shall be deemed to refer to such notice, waiver, etc., by such sole Director, who shall have all the rights and duties and shall be entitled to exercise all of the powers and shall assume all the responsibilities otherwise herein described as given to a Board of Directors.

Section 11.Directors Acting by Unanimous Written Consent.

Any action required or permitted to be taken by the Board of Directors may be taken without a meeting and with the same force and effect as if taken by a unanimous vote of Directors, if authorized by a writing signed individually or collectively by all members of the Board.  Such consent shall be filed with the regular minutes of the Board.

Section 12.Quorum.

A majority of the number of Directors as fixed by the Articles of Incorporation or By-Laws shall be necessary to constitute a quorum for the transaction of business, and the action of a majority of the Directors present at any meeting at which there is a quorum, when duly assembled, is valid as a corporate act; provided that a minority of the Directors, in the absence of a quorum, may adjourn from time to time, but may not transact any business.  A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of Directors, if any action taken is approved by a majority of the required quorum for such meeting.

Section 13.Notice of Adjournment.

Notice of the time and place of holding an adjourned meeting need not be given to absent Directors if the time and place be fixed at the meeting adjourned and held within twenty-four (24) hours, but if adjourned more than twenty-four (24) hours, notice shall be given to all Directors not present at the time of the adjournment.

Section 14.Compensation of Directors.

Directors, as such, shall not receive any stated salary for their services, but by resolution of the Board a fixed sum and expense of attendance, if any, may be allowed for attendance at each regular and special meeting of the Board; provided that nothing herein contained shall be construed to preclude any Director from serving the company in any other capacity and receiving compensation therefor.

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Section 15.Committees.

Committees of the Board may be appointed by resolution passed by a majority of the whole Board.  Committees shall be composed of two or more members of the Board, and shall have such powers of the Board as may be expressly delegated to it by resolution of the Board of Directors, except those powers expressly made non-delegable by Sec. 311.

Section 16.Advisory Directors.

The Board of Directors from time to time may elect one or more persons to be Advisory Directors who shall not by such appointment be members of the Board of Directors.  Advisory Directors shall be available from time to time to perform special assignments specified by the President, to attend meetings of the Board of Directors upon invitation and to furnish consultation to the Board.  The period during which the title shall be held may be prescribed by the Board of Directors.  If no period is prescribed, the title shall be held at the pleasure of the Board.

Section 17.Resignations.

Any Director may resign effective upon giving written notice to the Chairman of the Board, the President, the Secretary or the Board of Directors of the corporation, unless the notice specifies a later time for the effectiveness of such resignation.  If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective.

ARTICLE II

OFFICERS

Section 1.Officers.

The Officers of the corporation shall be a Chairman of the Board or a President or both, a Secretary and a Chief Financial Officer.  The corporation may also have, at the discretion of the Board of Directors, one or more Vice Presidents, one or more Assistant Secretaries and such other Officers as may be appointed in accordance with the provisions of Section 3 of this Article.  One person may hold two or more offices.

Section 2.Election.

The Officers of the corporation, except such Officers as may be appointed in accordance with the provisions of Section 3 or Section 5 of this Article shall be chosen annually by the Board of Directors, and each shall hold his office until he shall resign or shall be removed or otherwise disqualified to serve, or his successor shall be elected and qualified.

Section 3.Subordinate Officers, Etc.

The Board of Directors may appoint such other Officers as the business of the corporation may require, each of whom shall hold office for such period, have such

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authority and perform such duties as are provided in the By-Laws or as the Board of Directors may from time to time determine.

Section 4.Removal and Resignation.

Any Officer may be removed, either with or without cause, by a majority of the Directors at the time in office, at any regular or special meeting of the Board, or, except in case of an Officer chosen by the Board of Directors, by any Officer upon whom such power of removal may be conferred by the Board of Directors.

Any Officer may resign at any time by giving written notice to the Board of Directors, or to the President, or to the Secretary of the corporation.  Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 5.Vacancies.

A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in the By-Laws for regular appointments to such office.

Section 6.Chairman of the Board.

The Chairman of the Board, if there shall be such an Officer, shall, if present, preside at all meetings of the Board of Directors, and exercise and perform such other powers and duties as may be from time to time assigned to him by the Board of Directors or prescribed by the By-Laws.

Section 7.President.

Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, if there be such an Officer, the President shall be the Chief Executive Officer of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and Officers of the corporation.  He shall preside at all meetings of the Shareholders and in the absence of the Chairman of the Board, or if there be none, at all meetings of the Board of Directors.  He shall be ex officio a member of all the standing committees, including the Executive Committee, if any, and shall have the general powers and duties of management usually vested in the office of President of a corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or the By-Laws.

Section 8.Vice President.

In the absence or disability of the President, the Vice Presidents, in order of their rank as fixed by the Board of Directors, or if not ranked, the Vice President designated by the Board of Directors, shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to, all the restrictions upon, the President.  The Vice Presidents shall have such other powers and perform such other

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duties as from time to time may be prescribed for them respectively by the Board of Directors or the By-Laws.

Section 9.Secretary.

The Secretary shall keep, or cause to be kept, a book of minutes at the principal office or such other place as the Board of Directors may order, of all meetings of Directors and Shareholders, with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present at Directors’ meetings, the number of shares present or represented at Shareholders’ meetings and the proceedings thereof.

The Secretary shall keep, or cause to be kept, at the principal office or at the office of the corporation’s transfer agent, a share register, or duplicate share register, showing the names of the Shareholders and their addresses; the number and classes of shares held by each; the number and date of certificates issued for the same; and the number and date of cancellation of every certificate surrendered for cancellation.

The Secretary shall give, or cause to be given, notice of all the meetings of the Shareholders and of the Board of Directors required by the By-Laws or by law to be given, and he shall keep the seal of the corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or by the By-Laws.

Section 10.Chief Financial Officer.

This Officer shall keep and maintain, or cause to be kept and maintained in accordance with generally accepted accounting principles, adequate and correct accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, earnings (or surplus) and shares.  The books of account shall at all reasonable times be open to inspection by any Director.

This Officer shall deposit all moneys and other valuables in the name and to the credit of the corporation with such depositaries as may be designated by the Board of Directors.  He shall disburse the funds of the corporation as may be ordered by the Board of Directors, shall render to the President and Directors, whenever they request it, an account of all of his transactions and of the financial condition of the corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors of the By-Laws.

ARTICLE III

SHAREHOLDERS’ MEETINGS

Section 1.Place of Meetings.

Meetings of the Shareholders shall be held at the principal executive office of the corporation, in the State of California, unless some other appropriate and

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convenient location be designated for that purpose from time to time by the Board of Directors.

Section 2.Annual Meetings.

The annual meetings of the Shareholders shall be held, each year, at the time and on the day following:

Time of Meeting: 4:00 p.m.

Date of Meeting: 1st Thursday in September.

If this day shall be a legal holiday, then the meeting shall be held on the next succeeding business day, at the same hour.  At the annual meeting, the Shareholders shall elect a Board of Directors consider reports of the affairs of the corporation and transact such other business as may be properly brought before the meeting.

Section 3.Special Meetings.

Special meetings of the Shareholders may be called at any time by the Board of Directors, the Chairman of the Board, the President, a Vice President, the Secretary, or by one or more Shareholders holding not less than one-tenth (1/10) of the voting power of the corporation.  Except as next provided, notice shall be given as for the annual meeting.

Upon receipt of a written request addressed to the Chairman, President, Vice President, or Secretary, mailed or delivered personally to such Officer by any person (other than the Board) entitled to call a special meeting of Shareholders, such Officer shall cause notice to be given, to the Shareholders entitled to vote, that a meeting will be held at a time requested by the person or persons calling the meeting, not less than twenty-five nor more than sixty days after the receipt of such request.  If such notice is not given within twenty days after receipt of such request, the persons calling the meeting may give notice thereof in the manner provided by these By-Laws or apply to the Superior Court as provided in Sec. 305(c).

Section 4.Notice of Meetings — Reports.

Notice of meetings, annual or special, shall be given in writing not less than ten nor more than sixty days before the date of the meeting, to Shareholders entitled to vote thereat by the Secretary or the Assistant Secretary, or if there be no such Officer, or in the case of his neglect or refusal, by any Director or Shareholder.

Such notices or any reports shall be given personally or by mail or other means of written communication as provided in Sec. 601 of the Code and shall be sent to the Shareholder’s address appearing on the books of the corporation, or supplied by him to the corporation for the purpose of notice, and in the absence thereof, as provided in Sec. 601 of the Code.

Notice of any meeting of Shareholders shall specify the place, the day and the hour of meeting, and (1) in case of a special meeting, the general nature of the

8

business to be transacted and no other business may be transacted, or (2) in the case of an annual meeting, those matters which the Board at date of mailing, intends to present for action by the Shareholders.  At any meetings where Directors are to be elected, notice shall include the names of the nominees, if any, intended at date of Notice to be presented by management for election.

If a Shareholder supplies no address, notice shall be deemed to have been given to him if mailed to the place where the principal executive office of the company, in California, is situated, or published at least once in some newspaper of general circulation in the County of said principal office.

Notice shall be deemed given at the time it is delivered personally or deposited in the mail or sent by other means of written communication.  The Officer giving such notice or report shall prepare and file an affidavit or declaration thereof.

When a meeting is adjourned for forty-five days or more, notice of the adjourned meeting shall be given as in case of an original meeting.  Save, as aforesaid, it shall not be necessary to give any notice of adjournment or of the business to be transacted at an adjourned meeting other than by announcement at the meeting at which such adjournment is taken.

Section 5.Validation of Shareholders’ Meetings.

The transactions of any meeting of Shareholders, however called and noticed, shall be valid as though had at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each of the Shareholders entitled to vote, not present in person or by proxy, sign a written waiver of notice, or a consent to the holding of such meeting or an approval of the minutes thereof.  All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.  Attendance shall constitute a waiver of notice, unless objection shall be made as provided in Sec. 601(e).

Section 6.Shareholders Acting Without A Meeting — Directors.

Any action which may be taken at a meeting of the Shareholders, may be taken without a meeting or notice of meeting if authorized by a writing signed by all of the Shareholders entitled to vote at a meeting for such purpose, and filed with the Secretary of the corporation, provided further that while ordinarily Directors can only be elected by unanimous written consent under Sec. 603(d), if the Directors fail to file a vacancy, then a Director to fill that vacancy may be elected by the written consent of persons holding a majority of shares entitled to vote for the election of Directors.

Section 7.Other Actions Without A Meeting.

Unless otherwise provided in the GCL or the Articles, any action which may be taken at any annual or special meeting of Shareholders may be taken without a meeting and without prior notice if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares having not less than the minimum

9

number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

Unless the consents of all Shareholders entitled to vote have been solicited in writing,

(1)           Notice of any Shareholder approval pursuant to Secs. 310, 317, 1201 or 2007 without a meeting by less than unanimous written consent shall be given at least 10 days before the consummation of the action authorized by such approval, and

(2)           Prompt notice shall be given of the taking of any other corporate action approved by Shareholders without a meeting by less than unanimous written consent, to each of those Shareholders entitled to vote who have not consented in writing.

Any Shareholder giving a written consent, or the Shareholder’s proxyholders, or a transferee of the shares of a personal representative of the Shareholder or their respective proxyholders, may revoke the consent by a writing received by the corporation prior to the time that written consents of the number of shares required to authorize the proposed action have been filed with the Secretary of the corporation, but may not do so thereafter.  Such revocation is effective upon its receipt by the Secretary of the corporation.

Section 8.Quorum.

The holders of a majority of the shares entitled to vote thereat, present in person, or represented by proxy, shall constitute a quorum at all meetings of the Shareholders for the transaction of business except as otherwise provided by law, by the Articles of Incorporation, or by these By-Laws.  If, however, such majority shall not be present or represented at any meeting of the Shareholders, the Shareholders entitled to vote thereat, present in person, or by proxy, shall have the power to adjourn the meeting from time to time, until the requisite amount of voting shares shall be present.  At such adjourned meeting at which the requisite amount of voting shares shall be represented, any business may be transacted which might have been transacted at a meeting as originally notified.

If a quorum be initially present, the Shareholders may continue to transact business until adjournment, notwithstanding the withdrawal of enough Shareholders to leave less than a quorum, if any action taken is approved by a majority of the Shareholders required to initially constitute a quorum.

Section 9.Voting Rights; Cumulative Voting.

Only persons in whose names shares entitled to vote stand on the stock records of the corporation on the day of any meeting of Shareholders, unless some other day be fixed by the Board of Directors for the determination of Shareholders of record, and then on such other day, shall be entitled to vote at such meeting.

Provided the candidate’s name has been placed in nomination prior to the voting and one or more Shareholder has given notice at the meeting prior to the voting of

10

the Shareholder’s intent to cumulate the Shareholder’s votes, every Shareholder entitled to vote at any election for Directors of any corporation for profit may cumulate his votes and give one candidate a number of votes equal to the number of Directors to be elected multiplied by the number of votes to which his shares are entitled, or distribute his votes on the same principle among as many candidates as he thinks fit.

The candidates receiving the highest number of votes up to the number of Directors to be elected are elected.

The Board of Directors may fix a time in the future not exceeding thirty days preceding the date of any meeting of Shareholders or the date fixed for the payment of any dividend or distribution, or for the allotment of rights, or when any change or conversion or exchange of shares shall go into effect, as a record date for the determination of the Shareholders entitled to notice of and to vote at any such meeting, or entitled to receive any such dividend or distribution, or any allotment of rights, or to exercise the rights in respect to any such change, conversion or exchange of shares.  In such case only Shareholders of record on the date so fixed shall be entitled to notice of and to vote at such meeting, or to receive such dividends, distribution or allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any share on the books of the company after any record date fixed as aforesaid.  The Board of Directors may close the books of the company against transfers of shares during the whole or any part of such period.

Section 10.Proxies.

Every Shareholder entitled to vote, or to execute consents, may do so, either in person or by written proxy, executed in accordance with the provisions of Secs.  604 and 705 of the Code and filed with the Secretary of the corporation.

Section 11.Organization.

The President, or in the absence of the President, any Vice President, shall call the meeting of the Shareholders to order, and shall act as chairman of the meeting.  In the absence of the President and all of the Vice Presidents, Shareholders shall appoint a chairman for such meeting.  The Secretary of the company shall act as Secretary of all meetings of the Shareholders, but in the absence of the Secretary at any meeting of the Shareholders, the presiding Officer may appoint any person to act as Secretary of the meeting.

Section 12.Inspectors of Election.

In advance of any meeting of Shareholders the Board of Directors may, if they so elect, appoint inspectors of election to act at such meeting or any adjournments thereof.  If inspectors of election be not so appointed, the chairman of any such meeting may, and on the request of any Shareholder or his proxy shall, make such appointment at the meeting in which case the number of inspectors shall be either one or three as determined by a majority of the Shareholders represented at the meeting.

11

Section 13.Shareholders’ Agreements.

Notwithstanding the above provisions in the event this corporation elects to become a close corporation, an agreement between two or more Shareholders thereof, if in writing and signed by the parties thereof, may provide that in exercising any voting rights the shares held by them shall be voted as provided therein or in Sec. 706, and may otherwise modify these provisions as to Shareholders’ meetings and actions.

ARTICLE IV

CERTIFICATES AND TRANSFER OF SHARES

Section 1.Certificates for Shares.

Certificates for shares shall be of such form and device as the Board of Directors may designate and shall state the name of the record holder of the shares represented thereby; its number; date of issuance; the number of shares for which it is issued; a statement of the rights, privileges, preferences and restrictions, if any; a statement as to the redemption or conversion, if any; a statement of liens or restrictions upon transfer or voting, if any; if the shares be assessable or, if assessments are collectible by personal action, a plain statement of such facts.

Every certificate for shares must be signed by the President or a Vice-President and the Secretary or an Assistant Secretary or must be authenticated by facsimiles of the signatures of the President and Secretary or by a facsimile of the signature of its President and the written signature of its Secretary or an Assistant Secretary.  Before it becomes effective every certificate for shares authenticated by a facsimile of a signature must be countersigned by a transfer agent or transfer clerk and must be registered by an incorporated bank or trust company, either domestic or foreign, as registrar of transfers.

Section 2.Transfer on the Books.

Upon surrender to the Secretary or transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Section 3.Lost or Destroyed Certificates.

Any person claiming a certificate of stock to be lost or destroyed shall make an affidavit or affirmation of that fact and shall if the Directors so require give the corporation a bond of indemnity, in form and with one or more sureties satisfactory to the Board, in at least double the value of the stock represented by said certificate, whereupon a new certificate may be issued in the same tenor and for the same number of shares as the one alleged to be lost or destroyed.

12

Section 4.Transfer Agents and Registrars.

The Board of Directors may appoint one or more transfer agents or transfer clerks, and one or more registrars, which shall be an incorporated bank or trust company — either domestic or foreign, who shall be appointed at such times and places as the requirements of the corporation may necessitate and the Board of Directors may designate.

Section 5.Closing Stock Transfer Books — Record Date.

In order that the corporation may determine the Shareholders entitled to notice of any meeting or to vote or entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect of any other lawful action, the Board may fix, in advance, a record date, which shall not be more than sixty nor less than ten days prior to the date of such meeting nor more than sixty days prior to any other action.

If no record date is fixed:

The record date for determining Shareholders entitled to notice of or to vote at a meeting of Shareholders shall be at the close of business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held.

The record date for determining Shareholders entitled to give consent to corporate action in writing without a meeting, when no prior action by the Board is necessary, shall be the day on which the first written consent is given.

The record date for determining Shareholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto, or the 60th day prior to the date of such other action, whichever is later.

Section 6.Legend Condition.

In the event any shares of this corporation are issued pursuant to a permit or exemption therefrom requiring the imposition of a legend condition the person or persons issuing or transferring said shares shall make sure said legend appears on the certificate and on the stub relating thereto in the stock record book and shall not be required to transfer any shares free of such legend unless an amendment to such permit or a new permit be first issued so authorizing such a deletion.

Section 7.Close Corporation Certificates.

All certificates representing shares of this corporation, in the event it shall elect to become a close corporation, shall contain the legend required by Sec. 418 c.

ARTICLE V

CORPORATE RECORDS AND REPORTS — INSPECTION

Section 1.Records.

The corporation shall maintain, in accordance with generally accepted accounting principles, adequate and correct accounts, books and records of its business

13

and properties.  All of such books, records and accounts shall be kept at its principal executive office in the State of California, as fixed by the Board of Directors from time to time.

Section 2.Inspection of Books and Records.

All books and records provided for in Sec. 1500 shall be open to inspection of the Directors and Shareholders from time to time and in the manner provided in said Sec. 1600 - 1602.

Section 3.Certification and Inspection of By-Laws.

The original or a copy of these By-Laws, as amended or otherwise altered to date, certified by the Secretary, shall be kept at the corporation’s principal executive office and shall be open to inspection by the Shareholders of the company, at all reasonable times during office hours, as provided in Sec. 213 of the Corporations Code.

Section 4.Checks, Drafts, Etc.

All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the corporation, shall be signed or endorsed by such person or persons and in such manner as shall be determined from time to time by resolution of the Board of Directors.

Section 5.Contracts, Etc.  — How Executed.

The Board of Directors, except as in the By-Laws otherwise provided, may authorize any Officer or Officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation.  Such authority may be general or confined to specific instances.  Unless so authorized by the Board of Directors, no Officer, agent or employee shall have any power or authority to bind the corporation by any contract or agreement, or to pledge its credit, or to render it liable for any purpose or to any amount, except as provided in Sec. 313 of the Corporations Code.

ARTICLE VI

ANNUAL REPORTS

Section 1.Due Date, Contents.

The Board of Directors shall cause an annual report or statement to be sent to the Shareholders of this corporation not later than 120 days after the close of the fiscal or calendar year in accordance with the provisions of Secs. 1500 - 1501.  Such report shall be sent to Shareholders at least fifteen days prior to the annual meeting of Shareholders.  Such report shall contain a balance sheet as of the end of the fiscal year, an income statement and a statement of changes in financial position for such fiscal year, accompanied by any report thereon of independent accountant, or if there is no such report, a certificate of the Chief Financial Officer or President that such statements were prepared without audit from the books and records of the corporation.

14

Section 2.Waiver.

The foregoing requirement of an annual report may be waived by the Board so long as this corporation shall have less than 100 Shareholders.

ARTICLE VII

AMENDMENTS TO BY-LAWS

Section 1.By Shareholders.

New By-Laws may be adopted or these By-Laws may be repealed or amended at their annual meeting, or at any other meeting of the Shareholders called for that purpose, by a vote of Shareholders entitled to exercise a majority of the voting power of the corporation, or by written assent of such Shareholders.

Section 2.Powers of Directors.

Subject to the right of the Shareholders to adopt, amend or repeal By-Laws, as provided in Section 1 of this Article VII, and the limitations of Sec. 204 (a)(5) and Sec. 212, the Board of Directors may adopt, amend or repeal any of these By-Laws other than a By-Law or amendment thereof changing the authorized number of Directors.

Section 3.Record of Amendments.

Whenever an amendment or new By-Law is adopted, it shall be copied in the book of By-Laws with the original By-Laws, in the appropriate place.  If any By-Law is repealed, the fact of repeal with the date of the meeting at which the repeal was enacted or written assent was filed shall be stated in said book.

ARTICLE VIII

MISCELLANEOUS

Section 1.References to Code Sections.

“Sec.” references herein refer to the equivalent Sections of the General Corporation Law effective January 1, 1977, as amended.

Section 2.Effect of Shareholders’ Agreement.

Any Shareholders’ Agreement authorized by Sec. 300 (b), shall only be effective to modify the terms of these By-Laws if this corporation elects to become a close corporation with appropriate filing of or amendment to its Articles as required by Sec. 202 and shall terminate when this corporation ceases to be a close corporation.  Such an agreement cannot waive or alter Secs. 158, (defining close corporations), 202 (requirements of Articles of Incorporation), 500 and 501 relative to distributions, 111 (merger), 1201(e) (reorganization) or Chapters 15 (Records and Reports), 16 (Rights of Inspection), 18 (Involuntary Dissolution) or 22 (Crimes and Penalties).  Any other

15

provisions of the Code or these By-Laws may be altered or waived thereby, but to the extent they are not so altered or waived, these By-Laws shall be applicable.

Section 3.Representation of Shares in Other Corporations.

Shares of other corporations standing in the name of this corporation may be voted or represented and all incidents thereto may be exercised on behalf of the corporation by the Chairman of the Board, the President or any Vice President and the Secretary or an Assistant Secretary.

Section 4.Subsidiary Corporations.

Shares of this corporation owned by a subsidiary shall not be entitled to vote on any matter.  A subsidiary for these purposes is defined as a corporation, the shares of which possessing more than 25% of the total combined voting power of all classes of shares entitled to vote, are owned directly or indirectly through one or more subsidiaries.

Section 5.Indemnity.

The corporation may indemnify any Director, Officer, agent or employee as to those liabilities and on those terms and conditions as are specified in Sec. 317.  In any event, the corporation shall have the right to purchase and maintain insurance on behalf of any such persons whether or not the corporation would have the power to indemnify such person against the liability insured against.

16

CERTIFICATE OP ADOPTION OF AMENDED BY-LAWS

OF

V.I.P. PROFESSIONAL SERVICES, INC.

I, the undersigned, hereby certify:

That I am the Secretary of the above-named corporation, a California corporation; and that the foregoing by-laws consisting of 17 pages are true and correct copies of the by-laws of the corporation as duly adopted by unanimous written consent of the Directors of the corporation on 21st July, 1977, and unanimous approval of the shareholders of the corporation dated 21 July 1977, 1977.

IN WITNESS WHEREOF, I hereto set my hand and affix the seal of the corporation this 21st day of July, 1977.

/s/ Jimmy Helms

JIMMY HELMS

17

EX-5.1

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Exhibit 5.1

[Letterhead of Debevoise & Plimpton LLP]

September 26, 2011

Emergency Medical Services Corporation
6200 S. Syracuse Way, Suite 200
Greenwood Village, Colorado 80111

Registration Statement on Form S-4

Ladies and Gentlemen:

        We have acted as special counsel to Emergency Medical Services Corporation, a Delaware corporation (the "Issuer"), in connection with the preparation and filing with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), of a Registration Statement on Form S-4 filed with the Commission on September 26, 2011 (the "Registration Statement") relating to the proposed offering by the Issuer of $950,000,000 aggregate principal amount of the Issuer's 8.125% Senior Notes due 2019 (the "New Notes"), which are to be registered under the Act pursuant to the Registration Statement, in exchange for an equal principal amount of the Issuer's outstanding 8.125% Senior Notes due 2019 (the "Old Notes").

        The New Notes are to be issued pursuant to the Indenture, dated as of May 25, 2011 (as amended by the First Supplemental Indenture, dated as of May 25, 2011, and the Second Supplemental Indenture, dated as of May 25, 2011, the "Indenture"), among the Issuer, the entities listed on Schedule I hereto (the "Guarantors"), and Wilmington Trust, National Association (as successor by merger to Wilmington Trust FSB), as trustee (the "Trustee"). The obligations of the Issuer pursuant to the New Notes are each to be guaranteed by the Guarantors pursuant to and as set forth in the Indenture (such guarantees, collectively, the "Guarantees").

        In rendering the opinions expressed below, (a) we have examined and relied on the originals, or copies certified or otherwise identified to our satisfaction, of such agreements, documents and records of the Issuer and the Guarantors and such other instruments and certificates of public officials, officers and representatives of the Issuer and the Guarantors and others as we have deemed necessary or appropriate for the purposes of such opinions, (b) we have examined and relied as to factual matters upon, and have assumed the accuracy of, the statements made in the certificates of public officials, officers and representatives of the Issuer and the Guarantors and others delivered to us and (c) we have made such investigations of law as we have deemed necessary or appropriate as a basis for such opinions. In rendering the opinions expressed below, we have assumed, with your permission, without independent investigation or inquiry, (i) the authenticity and completeness of all documents submitted to us as originals, (ii) the genuineness of all signatures on all documents that we have examined, (iii) the conformity to authentic originals and completeness of documents

submitted to us as certified, conformed or reproduction copies, (iv) the legal capacity of all natural persons executing documents, (v) the power and authority of the Trustee to enter into and perform its obligations under the Indenture, (vi) the due authorization, execution and delivery of the Indenture by the Trustee, (vii) the enforceability of the Indenture against the Trustee and (viii) the due authentication of the New Notes on behalf of the Trustee in the manner provided in the Indenture.

        Based upon and subject to the foregoing and the qualifications and limitations hereinafter set forth, we are of the opinion that, upon the execution and issuance of the New Notes by the Issuer and authentication of the New Notes by the Trustee in accordance with the Indenture and delivery of the New Notes against exchange therefor of the Old Notes, pursuant to the exchange offer described in the Registration Statement, (1) the New Notes will constitute valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms, and (2) the Guarantees will constitute valid and binding obligations of the Guarantors, enforceable against the Guarantors in accordance with their terms.

        Our opinions set forth above are subject to the effects of (i) bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization and moratorium laws, and other similar laws relating to or affecting enforcement of creditors' rights or remedies generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) concepts of good faith, reasonableness and fair dealing, and standards of materiality.

        The opinions expressed herein are limited to the laws of the State of New York as currently in effect, and we do not express any opinion herein concerning any other laws. In rendering the opinions herein, we have relied on all matters relating to the laws of: (a) Alabama, on the opinion of Cabaniss, Johnston, Gardner, Dumas & O'Neal LLP; (b) Arizona, Illinois and Missouri, on the opinion of Bryan Cave LLP; (c) California and Colorado, on the opinion of Holme Roberts & Owen LLP; (d) Connecticut, Florida, Georgia, Massachusetts, Pennsylvania and Texas, on the opinion of Greenberg Traurig, LLP; (e) Delaware, on the opinion of Richards, Layton & Finger, P.A.; (f) Hawaii, on the opinion of Goodsill Anderson Quinn & Stifel LLP; (g) Indiana, on the opinion of Stewart & Irwin, P.C.; (h) Maryland and Virginia, on the opinion of Epstein Becker & Green, P.C.; (i) Michigan and Wisconsin, on the opinion of Foley Lardner LLP; (j) Nevada, on the opinion of Brownstein Hyatt Farber Schreck, LLP; (k) Ohio, on the opinion of Dinsmore & Shohl LLP; and (l) Oregon, on the opinion of Stoel Rives LLP.

        We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the heading "Validity of the Notes" in the Registration Statement. In giving such consent, we do not hereby concede that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Debevoise & Plimpton LLP

Schedule 1

A1 Leasing, Inc.
Abbott Ambulance, Inc.
Access 2 Care, LLC
Adam Transportation Service, Inc.
Affilion, Inc.
Air Ambulance Specialists, Inc.
Ambulance Acquisition, Inc.
American Emergency Physicians Management, Inc.
American Investment Enterprises, Inc.
American Medical Pathways, Inc.
American Medical Response Ambulance Service, Inc.
American Medical Response Delaware Valley, LLC
American Medical Response Holdings, Inc.
American Medical Response Management, Inc.
American Medical Response Mid-Atlantic, Inc.
American Medical Response Northwest, Inc.
American Medical Response of Colorado, Inc.
American Medical Response of Connecticut, Incorporated
American Medical Response of Georgia, Inc.
American Medical Response of Illinois, Inc.
American Medical Response of Inland Empire
American Medical Response of Massachusetts, Inc.
American Medical Response of North Carolina, Inc.
American Medical Response of Oklahoma, Inc.
American Medical Response of South Carolina, Inc.
American Medical Response of Southern California
American Medical Response of Tennessee, Inc.
American Medical Response of Texas, Inc.
American Medical Response West
American Medical Response, Inc.
AMR Brockton, L.L.C.
AMR HoldCo, Inc.
Apex Acquisition LLC
Arizona Oasis Acquisition, Inc.
Associated Ambulance Service, Inc.
Atlantic Ambulance Services Acquisition, Inc.
Atlantic/Key West Ambulance, Inc.
Atlantic/Palm Beach Ambulance, Inc.
BestPractices, Inc.
Blythe Ambulance Service
Broward Ambulance, Inc.
Clinical Partners Management Company, LLC
Desert Valley Medical Transport, Inc.
EHR Management Co.
EmCare Anesthesia Providers, Inc.
EmCare HoldCo, Inc.
EmCare Holdings, Inc.
EmCare of California, Inc.
EmCare Physician Providers, Inc.
EmCare Physician Services, Inc.
EmCare, Inc.
Emergency Medical Services LP Corporation

Emergency Medicine Education Systems, Inc.
EMS Management LLC
EMS Offshore Medical Services, LLC
EverRad, LLC
Five Counties Ambulance Service, Inc.
Florida Emergency Partners, Inc.
Fountain Ambulance Service, Inc.
Gold Coast Ambulance Service
Hank's Acquisition Corp.
Healthcare Administrative Services, Inc.
Hemet Valley Ambulance Service, Inc.
Herren Enterprise, Inc.
Holiday Acquisition Company, Inc.
International Life Support, Inc.
Kutz Ambulance Service, Inc.
LifeCare Ambulance Service, Inc.
LifeFleet Southeast, Inc.
MedAssociates, LLC
Medevac Medical Response, Inc.
Medevac MidAmerica, Inc.
Medic One Ambulance Services, Inc.
Medic One of Cobb, Inc.
Medi-Car Ambulance Service, Inc.
Medi-Car Systems, Inc.
MedicWest Ambulance, Inc.
MedicWest Holdings, Inc.
MedLife Emergency Medical Service, Inc.
Mercy Ambulance of Evansville, Inc.
Mercy Life Care
Mercy, Inc.
Metro Ambulance Service (Rural), Inc.
Metro Ambulance Service, Inc.
Metro Ambulance Services, Inc.
Metropolitan Ambulance Service
Midwest Ambulance Management Company
Mission Care of Illinois, LLC
Mission Care of Missouri, LLC
Mission Care Services, LLC
Mobile Medic Ambulance Service, Inc.
MSO Newco, LLC
Nevada Red Rock Ambulance, Inc.
Nevada Red Rock Holdings, Inc.
Northwood Anesthesia Associates, L.L.C.
Paramed, Inc.
Park Ambulance Service Inc.
Physician Account Management, Inc.
Physicians & Surgeons Ambulance Service, Inc.
Pinnacle Consultants Mid-Atlantic, L.L.C.
ProvidaCare, L.L.C.
Provider Account Management, Inc.
Puckett Ambulance Service, Inc.
Radiology Staffing Solutions, Inc.
Radstaffing Management Solutions, Inc.
Randle Eastern Ambulance Service, Inc.

Regional Emergency Services, L.P.
Reimbursement Technologies, Inc.
River Medical Incorporated
Seawall Acquisition, LLC
Seminole County Ambulance, Inc.
Springs Ambulance Service, Inc.
STAT Healthcare, Inc.
Sun Devil Acquisition LLC
Sunrise Handicap Transport Corp.
TEK Ambulance, Inc.
Templeton Readings, LLC
Tidewater Ambulance Service, Inc.
Troup County Emergency Medical Services, Inc.
V.I.P. Professional Services, Inc.

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Exhibit 5.1

EX-5.2

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Exhibit 5.2

[Letterhead of Bryan Cave LLP]

September 26, 2011

RIVER MEDICAL INCORPORATED
c/o Emergency Medical Services Corporation
6200 S. Syracuse Way, Suite 200
Greenwood Village, Colorado 80111

Debevoise & Plimpton LLP
919 Third Avenue
New York, NY 10022

Ladies and Gentlemen:

We have acted as special counsel in the State of Arizona to River Medical Incorporated, an Arizona corporation (the "Arizona Guarantor"), in connection with the Registration Statement on Form S-4 (the "Registration Statement") filed by Emergency Medical Services Corporation, a Delaware corporation (the "Issuer") of up to $950,000,000 aggregate principal amount of the Issuer's 8.125% Senior Notes due 2019 (the "New Notes"), in exchange for (the "Exchange Offer") up to $950,000,000 aggregate principal amount of the Issuer's outstanding 8.125% Senior Notes due 2019 (the "Old Notes"). The Old Notes have been, and the New Notes will be, issued pursuant to the Indenture, dated as of May 25, 2010 (as amended by the First Supplemental Indenture, dated as of May 25, 2011, and the Second Supplemental Indenture, dated as of May 25, 2011, the "Indenture"), among the Issuer, the Arizona Guarantor, the other subsidiary guarantors signatory thereto, and Wilmington Trust, National Association (as successor by merger to Wilmington Trust FSB), as trustee (the "Trustee"). The obligations of the Issuer pursuant to the New Notes are to be guaranteed by the Arizona Guarantor pursuant to and as set forth in the Indenture (the "Guarantee"). All capitalized terms which are defined in the Indenture shall have the same meanings when used herein, unless otherwise specified. This opinion is furnished to you at the request of the Arizona Guarantor.

River Medical Incorporated
Debevoise & Plimpton LLP
September 26, 2011
Page 2

We have not been involved in the preparation of the Registration Statement, nor were we involved in the negotiation, preparation or execution of the Indenture, the Guarantee, or any of the related agreements executed or delivered in connection therewith. We have been retained solely for the purpose of rendering certain opinions pursuant to Arizona law.

In connection herewith, we have examined:

(1)

an executed copy of the Indenture;



(2)

the form of the New Notes;



(3)

the certified articles of incorporation of the Arizona Guarantor, as amended to date;



(4)

the bylaws of the Arizona Guarantor, as currently in effect;



(5)

certain resolutions adopted by the board of directors of the Arizona Guarantor relating to the Indenture, the Guarantee, the Exchange Offer and related matters; and



(6)

a certificate executed by authorized officers of the Arizona Guarantor on the date hereof.

The documents specified in items (1) and (2) above are hereinafter collectively referred to as the "Transaction Documents" and, individually, a "Transaction Document." For purposes of this opinion letter, we have not reviewed any documents other than the foregoing. In particular, we have not reviewed any document that is referred to in or incorporated by reference into the Indenture. We have assumed that there exists no provision in any document that we have not reviewed that bears upon or is inconsistent with the opinion stated herein. We have conducted no independent factual investigation of our own but rather have relied solely upon the foregoing documents, the statements and information set forth therein and the additional matters recited or assumed herein, all of which we have assumed to be true, complete and accurate in all material respects.

In our examination of the foregoing, we have assumed the genuineness of all signatures, the legal competence and capacity of natural persons, the authenticity of documents submitted to us as originals and the conformity with authentic original documents of all documents submitted to us as copies. When relevant facts were not independently established, we have relied without independent investigation as to matters of fact upon statements of governmental officials and upon representations made in or pursuant to the Indenture and certificates and statements of appropriate representatives of the Arizona Guarantor.

In connection herewith, we have assumed that, other than with respect to the Arizona Guarantor, all of the documents referred to in this opinion letter have been duly authorized by, have been duly

River Medical Incorporated
Debevoise & Plimpton LLP
September 26, 2011
Page 3

executed and delivered by, and constitute the valid, binding and enforceable obligations of, all of the parties to such documents, all of the signatories to such documents have been duly authorized and all such parties are duly organized and validly existing and have the power and authority (corporate or other) to execute, deliver and perform such documents. We have also assumed, with your permission, that (i) all parties to the Transaction Documents (other than the Arizona Guarantor) have been duly organized and are validly existing in good standing under the laws of the jurisdictions governing their organization, and are duly qualified or admitted to transact business in each other jurisdiction where the nature of the business conducted therein or the property owned or leased therein makes such qualification or admission necessary, with all requisite corporate power and authority to execute, deliver and perform the Indenture, (ii) the Indenture has been duly and validly authorized, executed and delivered by all parties to the Transaction Documents (other than the Arizona Guarantor), and (iii) the Trustee has duly authenticated the Old Notes.

Based upon the foregoing and in reliance thereon, and subject to the assumptions, comments, qualifications, limitations and exceptions set forth herein, we are of the opinion that:

        1.     Based solely on the good standing certificate from the Arizona Corporation Commission dated as of a recent date, the Arizona Guarantor is validly existing as a corporation in good standing under the laws of the State of Arizona.

        2.     The execution and delivery by the Arizona Guarantor of the Indenture and the performance by the Arizona Guarantor of its obligations thereunder, including the Guarantee set forth therein, are within the corporate power and authority of the Arizona Guarantor and has been duly authorized by all necessary corporate action on the part of Arizona Guarantor.

        3.     The Indenture has been duly executed and delivered by the Arizona Guarantor.

In addition to the assumptions, comments, qualifications, limitations and exceptions set forth above, the opinions set forth herein are further limited by, subject to and based upon the following assumptions, qualifications, limitations and exceptions:

        (a)   Our opinions herein reflect only the application of applicable Arizona state law (excluding the securities and blue sky laws of such state). In rendering our opinions, we have not considered, and hereby disclaim any opinion as to, the application or impact of any laws, cases, decisions, rules or regulations of any other jurisdiction, court or administrative agency.

        (b)   We express no opinion as to:

        (i)    whether Arizona Guarantor may guarantee or otherwise be liable for indebtedness incurred by the Issuer except to the extent that such Arizona Guarantor may be determined to have benefited from the incurrence of the indebtedness by the Issuer or whether such benefit may be measured other than by the extent to which the proceeds of the indebtedness incurred by the Issuer are, directly or indirectly, made available to such Arizona Guarantor for its corporate purposes; and

River Medical Incorporated
Debevoise & Plimpton LLP
September 26, 2011
Page 4

        (ii)   the authorizations, approvals or consents as may be necessary under Arizona state securities and "blue sky" laws in connection with the transactions contemplated by the Transaction Documents.

We do not give any opinions except as set forth above. The opinions set forth herein are made as of the date hereof. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name therein and in the related prospectus under the captions "Legal Matters." We also consent to your filing copies of this opinion as an exhibit to the Registration Statement with agencies of such states as you deem necessary in the course of complying with the laws of such states regarding the Exchange Offer. In giving such consent, we do not thereby concede that we are within the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Commission thereunder.

Very truly yours,

/s/ Bryan Cave LLP
BRYAN CAVE LLP

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Exhibit 5.2

EX-5.3

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Exhibit 5.3

[Letterhead of Bryan Cave LLP]

September 26, 2011

Mission Care Services of Illinois, LLC
LifeCare Ambulance Services, Inc.
TEK Ambulance, Inc.
    c/o Emergency Medical Services Corporation
    6200 S. Syracuse Way, Suite 200
    Greenwood Village, Colorado 80111

Debevoise & Plimpton LLP
919 Third Avenue
New York, NY 10022

Ladies and Gentlemen:

We have acted as special counsel in the State of Illinois to Mission Care of Illinois, LLC, an Illinois limited liability company ("Mission Care"), LifeCare Ambulance Services, Inc., an Illinois corporation ("LifeCare"), and TEK Ambulance, Inc., an Illinois corporation ("TEK", each an "Illinois Guarantor" and, collectively, the "Illinois Guarantors"), in connection with the Registration Statement on Form S-4 (the "Registration Statement") filed by Emergency Medical Services Corporation, a Delaware corporation (the "Issuer") of up to $950,000,000 aggregate principal amount of the Issuer's 8.125% Senior Notes due 2019 (the "New Notes"), in exchange for (the "Exchange Offer") up to $950,000,000 aggregate principal amount of the Issuer's outstanding 8.125% Senior Notes due 2019 (the "Old Notes"). The Old Notes have been, and the New Notes will be, issued pursuant to the Indenture, dated as of May 25, 2010 (as amended by the First Supplemental Indenture, dated as of May 25, 2011, and the Second Supplemental Indenture, dated as of May 25, 2011, the "Indenture"), among the Issuer, the Illinois Guarantors, the other subsidiary guarantors signatory thereto, and Wilmington Trust, National Association (as successor by merger to Wilmington Trust FSB), as trustee (the "Trustee"). The obligations of the Issuer pursuant to the New Notes are each to be guaranteed by the Illinois Guarantors pursuant to and as set forth in the Indenture (the "Guarantees"). All capitalized terms which are defined in the Indenture shall have the same meanings when used herein, unless otherwise specified. This opinion is furnished to you at the request of the Illinois Guarantors.

Emergency Medical Services Corporation
Debevoise & Plimpton LLP
September 26, 2011
Page 2

We have not been involved in the preparation of the Registration Statement, nor were we involved in the negotiation, preparation or execution of the Indenture, the Guarantees, or any of the related agreements executed or delivered in connection therewith. We have been retained solely for the purpose of rendering certain opinions pursuant to Illinois law.

In connection herewith, we have examined:

(1)

an executed copy of the Indenture;



(2)

the form of the New Notes;



(3)

the certified articles of organization or articles of incorporation, as the case may be, of the each of the Illinois Guarantors, as amended to date;



(4)

the bylaws or operating agreement, as the case may be, of each of the Illinois Guarantors, as currently in effect;



(5)

certain resolutions adopted by the board of directors, managers or members, as the case may be, of each of the Illinois Guarantors relating to the Indenture, the Guarantees, the Exchange Offer and related matters; and



(6)

a certificate executed by authorized officers of each of the Illinois Guarantors on the date hereof.

The documents specified in items (1) and (2) above are hereinafter collectively referred to as the "Transaction Documents" and, individually, a "Transaction Document." For purposes of this opinion letter, we have not reviewed any documents other than the foregoing. In particular, we have not reviewed any document that is referred to in or incorporated by reference into the Indenture. We have assumed that there exists no provision in any document that we have not reviewed that bears upon or is inconsistent with the opinion stated herein. We have conducted no independent factual investigation of our own but rather have relied solely upon the foregoing documents, the statements and information set forth therein and the additional matters recited or assumed herein, all of which we have assumed to be true, complete and accurate in all material respects.

In our examination of the foregoing, we have assumed the genuineness of all signatures, the legal competence and capacity of natural persons, the authenticity of documents submitted to us as originals and the conformity with authentic original documents of all documents submitted to us as copies. When relevant facts were not independently established, we have relied without independent investigation as to matters of fact upon statements of governmental officials and upon representations made in or pursuant to the Indenture and certificates and statements of appropriate representatives of the Illinois Guarantors.

Emergency Medical Services Corporation
Debevoise & Plimpton LLP
September 26, 2011
Page 3

In connection herewith, we have assumed that, other than with respect to the Illinois Guarantors, all of the documents referred to in this opinion letter have been duly authorized by, have been duly executed and delivered by, and constitute the valid, binding and enforceable obligations of, all of the parties to such documents, all of the signatories to such documents have been duly authorized and all such parties are duly organized and validly existing and have the power and authority (corporate or other) to execute, deliver and perform such documents. We have also assumed, with your permission, that (i) all parties to the Transaction Documents (other than the Illinois Guarantors) have been duly organized and are validly existing in good standing under the laws of the jurisdictions governing their organization, and are duly qualified or admitted to transact business in each other jurisdiction where the nature of the business conducted therein or the property owned or leased therein makes such qualification or admission necessary, with all requisite corporate power and authority to execute, deliver and perform the Indenture, (ii) the Indenture has been duly and validly authorized, executed and delivered by all parties to the Transaction Documents (other than the Illinois Guarantors), and (iii) the Trustee has duly authenticated the Old Notes.

Based upon the foregoing and in reliance thereon, and subject to the assumptions, comments, qualifications, limitations and exceptions set forth herein, we are of the opinion that:

        1.     Based solely on a recently dated good standing certificate from Secretary of State of Illinois, Mission Care is validly existing as a limited liability company in good standing under the laws of the State of Illinois.

        2.     Based solely on their respective good standing certificates from Secretary of State of Illinois as of a recent date, LifeCare and TEK are validly existing as corporations in good standing under the laws of the State of Illinois.

        3.     The execution and delivery by each of the Illinois Guarantors of the Indenture and the performance by each of the Illinois Guarantors of its respective obligations thereunder, including the Guarantee set forth therein, are within the entity power of each such Illinois Guarantor and has been duly authorized by all necessary entity action on the part of each such Illinois Guarantor.

        4.     The Indenture has been duly executed and delivered by each Illinois Guarantor.

In addition to the assumptions, comments, qualifications, limitations and exceptions set forth above, the opinions set forth herein are further limited by, subject to and based upon the following assumptions, qualifications, limitations and exceptions:

        (a)   Our opinions herein reflect only the application of applicable Illinois state law (excluding the securities and blue sky laws of such state). In rendering our opinions, we have not considered, and hereby disclaim any opinion as to, the application or impact of any laws, cases, decisions, rules or regulations of any other jurisdiction, court or administrative agency.

Emergency Medical Services Corporation
Debevoise & Plimpton LLP
September 26, 2011
Page 4

        (b)   We express no opinion as to:

        (i)    whether any Illinois Guarantor may guarantee or otherwise be liable for indebtedness incurred by the Issuer except to the extent that such Illinois Guarantor may be determined to have benefited from the incurrence of the indebtedness by the Issuer or whether such benefit may be measured other than by the extent to which the proceeds of the indebtedness incurred by the Issuer are, directly or indirectly, made available to such Illinois Guarantor for its corporate purposes; and

        (ii)   the authorizations, approvals or consents as may be necessary under Illinois state securities and "blue sky" laws in connection with the transactions contemplated by the Transaction Documents.

We do not give any opinions except as set forth above. The opinions set forth herein are made as of the date hereof. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name therein and in the related prospectus under the captions "Legal Matters." We also consent to your filing copies of this opinion as an exhibit to the Registration Statement with agencies of such states as you deem necessary in the course of complying with the laws of such states regarding the Exchange Offer. In giving such consent, we do not thereby concede that we are within the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Commission thereunder.

Very truly yours,

/s/ Bryan Cave LLP

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Exhibit 5.3

EX-5.4

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Exhibit 5.4

[Letterhead of Bryan Cave LLP]

September 26, 2011

Abbott Ambulance, Inc.
Access 2 Care, LLC
EmCare Physician Providers, Inc.
Medevac Medical Response, Inc.
Medevac MidAmerica, Inc.
Mission Care of Missouri, LLC
Mission Care Services, LLC,
    c/o Emergency Medical Services Corporation
    6200 S. Syracuse Way, Suite 200
    Greenwood Village, Colorado 80111

Debevoise & Plimpton LLP
919 Third Avenue
New York, NY 10022

Ladies and Gentlemen:

We have acted as special counsel in the State of Missouri to Mission Care of Missouri, LLC, a Missouri limited liability company ("Mission Care"), Mission Care Services, LLC, a Missouri limited liability company ("Mission Care Services"), Access 2 Care, LLC, a Missouri limited liability company ("Access 2 Care"), Abbott Ambulance, Inc., a Missouri corporation ("Abbott Ambulance"), EmCare Physician Providers, Inc., a Missouri corporation ("EmCare"), Medevac MidAmerica, Inc., a Missouri corporation ("Medevac"), and Medevac Medical Response, Inc., a Missouri corporation ("Medevac Medical"; each a "Missouri Guarantor" and, collectively, the "Missouri Guarantors"), in connection with the Registration Statement on Form S-4 (the "Registration Statement") filed by Emergency Medical Services Corporation, a Delaware corporation (the "Issuer") of up to $950,000,000 aggregate principal amount of the Issuer's 8.125% Senior Notes due 2019 (the "New Notes"), in exchange for (the "Exchange Offer") up to $950,000,000 aggregate principal amount of the Issuer's outstanding 8.125% Senior Notes due 2019 (the "Old Notes"). The Old Notes have been, and the New Notes will be, issued pursuant to the Indenture, dated as of May 25, 2010 (as amended by the First Supplemental Indenture, dated as of May 25, 2011, and the Second Supplemental Indenture, dated as of May 25, 2011,

The parties set forth on Page 1
September 26, 2011
Page 2

the "Indenture"), among the Issuer, the Missouri Guarantors, the other subsidiary guarantors signatory thereto, and Wilmington Trust, National Association (as successor by merger to Wilmington Trust FSB), as trustee (the "Trustee"). The obligations of the Issuer pursuant to the New Notes are each to be guaranteed by the Missouri Guarantors pursuant to and as set forth in the Indenture (the "Guarantees"). All capitalized terms which are defined in the Indenture shall have the same meanings when used herein, unless otherwise specified. This opinion is furnished to you at the request of the Missouri Guarantors.

We have not been involved in the preparation of the Registration Statement, nor were we involved in the negotiation, preparation or execution of the Indenture, the Guarantees, or any of the related agreements executed or delivered in connection therewith. We have been retained solely for the purpose of rendering certain opinions pursuant to Missouri law.

In connection herewith, we have examined:

(1)

an executed copy of the Indenture;



(2)

the form of the New Notes;



(3)

the certified articles of organization or articles of incorporation, as the case may be, of the each of the Missouri Guarantors, as amended to date;



(4)

the bylaws or operating agreement, as the case may be, of each of the Missouri Guarantors, as currently in effect;



(5)

certain resolutions adopted by the board of directors, managers or members, as the case may be, of each of the Missouri Guarantors relating to the Indenture, the Guarantees, the Exchange Offer and related matters; and



(6)

a certificate executed by authorized officers of each of the Missouri Guarantors on the date hereof.

The documents specified in items (1) and (2) above are hereinafter collectively referred to as the "Transaction Documents" and, individually, a "Transaction Document." For purposes of this opinion letter, we have not reviewed any documents other than the foregoing. In particular, we have not reviewed any document that is referred to in or incorporated by reference into the Indenture. We have assumed that there exists no provision in any document that we have not reviewed that bears upon or is inconsistent with the opinion stated herein. We have conducted no independent factual investigation of our own but rather have relied solely upon the foregoing documents, the statements and information set forth therein and the additional matters recited or assumed herein, all of which we have assumed to be true, complete and accurate in all material respects.

In our examination of the foregoing, we have assumed the genuineness of all signatures, the legal competence and capacity of natural persons, the authenticity of documents submitted to us as originals and the conformity with authentic original documents of all documents submitted to us as

The parties set forth on Page 1
September 26, 2011
Page 3

copies. When relevant facts were not independently established, we have relied without independent investigation as to matters of fact upon statements of governmental officials and upon representations made in or pursuant to the Indenture and certificates and statements of appropriate representatives of the Missouri Guarantors.

In connection herewith, we have assumed that, other than with respect to the Missouri Guarantors, all of the documents referred to in this opinion letter have been duly authorized by, have been duly executed and delivered by, and constitute the valid, binding and enforceable obligations of, all of the parties to such documents, all of the signatories to such documents have been duly authorized and all such parties are duly organized and validly existing and have the power and authority (corporate or other) to execute, deliver and perform such documents. We have also assumed, with your permission, that (i) all parties to the Transaction Documents (other than the Missouri Guarantors) have been duly organized and are validly existing in good standing under the laws of the jurisdictions governing their organization, and are duly qualified or admitted to transact business in each other jurisdiction where the nature of the business conducted therein or the property owned or leased therein makes such qualification or admission necessary, with all requisite corporate power and authority to execute, deliver and perform the Indenture, (ii) the Indenture has been duly and validly authorized, executed and delivered by all parties to the Transaction Documents (other than the Missouri Guarantors), and (iii) the Trustee has duly authenticated the Old Notes.

Based upon the foregoing and in reliance thereon, and subject to the assumptions, comments, qualifications, limitations and exceptions set forth herein, we are of the opinion that:

        1.     Based solely on their respective recently dated good standing certificates from Secretary of State of Missouri, Mission Care, Mission Care Services and Access 2 Care are validly existing as limited liability companies in good standing under the laws of the State of Missouri.

        2.     Based solely on their respective good standing certificates from Secretary of State of Missouri as of a recent date, Abbott Ambulance, EmCare, Medevac and Medevac Medical are validly existing as corporations in good standing under the laws of the State of Missouri.

        3.     The execution and delivery by each of the Missouri Guarantors of the Indenture and the performance by each of the Missouri Guarantors of its respective obligations thereunder, including the Guarantee set forth therein, are within the entity power of each such Missouri Guarantor and has been duly authorized by all necessary entity action on the part of each such Missouri Guarantor.

        4.     The Indenture has been duly executed and delivered by each Missouri Guarantor.

In addition to the assumptions, comments, qualifications, limitations and exceptions set forth above, the opinions set forth herein are further limited by, subject to and based upon the following assumptions, qualifications, limitations and exceptions:

        (a)   Our opinions herein reflect only the application of applicable Missouri state law (excluding the securities and blue sky laws of such state). In rendering our opinions, we have not

The parties set forth on Page 1
September 26, 2011
Page 4

considered, and hereby disclaim any opinion as to, the application or impact of any laws, cases, decisions, rules or regulations of any other jurisdiction, court or administrative agency.

        (b)   We express no opinion as to:

        (i)    whether any Missouri Guarantor may guarantee or otherwise be liable for indebtedness incurred by the Issuer except to the extent that such Missouri Guarantor may be determined to have benefited from the incurrence of the indebtedness by the Issuer or whether such benefit may be measured other than by the extent to which the proceeds of the indebtedness incurred by the Issuer are, directly or indirectly, made available to such Missouri Guarantor for its corporate purposes; and

        (ii)   the authorizations, approvals or consents as may be necessary under Missouri state securities and "blue sky" laws in connection with the transactions contemplated by the Transaction Documents.

We do not give any opinions except as set forth above. The opinions set forth herein are made as of the date hereof. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name therein and in the related prospectus under the captions "Legal Matters." We also consent to your filing copies of this opinion as an exhibit to the Registration Statement with agencies of such states as you deem necessary in the course of complying with the laws of such states regarding the Exchange Offer. In giving such consent, we do not thereby concede that we are within the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Commission thereunder.

Very truly yours,

/s/ Bryan Cave LLP

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Exhibit 5.4

EX-5.5

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Exhibit 5.5

[Letterhead of Holme Roberts & Owen LLP]

September 26, 2011

Entities Listed on Annex A
c/o Emergency Medical Services Corporation
6200 South Syracuse Way, Suite 200
Greenwood Village, CO 80111

Re:

Registration Statement on Form S-4
$950,000,000 8.125% Senior Notes due 2019
of Emergency Medical Services Corporation

Ladies and Gentlemen:

        We have acted as special local counsel with respect to the laws of the State of California to the entities listed on Annex A attached hereto, each of which is a California corporation (each, a "California Subsidiary Guarantor" and, collectively, the "California Subsidiary Guarantors"), in connection with the filing with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Act"), of a Registration Statement on Form S-4 filed with the SEC on September 26, 2011 (the "Registration Statement") relating to the exchange by Emergency Medical Services Corporation, a Delaware corporation (the "Issuer"), of $950,000,000 aggregate principal amount of the Issuer's 8.125% Senior Notes due 2019, for up to $950,000,000 aggregate principal amount of the Issuer's 8.125% Senior Notes due 2019 (the "New Notes"), which are to be registered under the Act pursuant to the Registration Statement (the foregoing, the "Transaction"). The New Notes are to be issued pursuant to the Senior Notes Indenture, dated as of May 25, 2011, between the Issuer and Wilmington Trust, National Association (successor by merger to Wilmington Trust FSB), as trustee (the "Trustee"), as amended by the First Supplemental Indenture, dated as of May 25, 2011, between the Issuer and the Trustee, and as amended by the Second Supplemental Indenture, dated as of May 25, 2011, among the Issuer, the Trustee and the guarantors party thereto (including the California Subsidiary Guarantors) (the "Indenture"). The obligations of the Issuer pursuant to the New Notes are each to be guaranteed by the California Subsidiary Guarantors pursuant to and as set forth in Article XIII of the Indenture (the "Guarantees").

        In connection with this opinion, we have examined the following documents:

i.

Form of the New Notes;



ii.

The Indenture;



iii.

Copies of the articles of incorporation and bylaws of the California Subsidiary Guarantors and applicable board resolutions of the California Subsidiary Guarantors dated as of May 25, 2011, certified as being complete, true and correct by an officer of

each such California Subsidiary Guarantor;

iv.

(a) Certificates as to the good standing in the State of California of the California Subsidiary Guarantors (the "Certificates of Good Standing"), issued by the California Secretary of State, dated as of September 16, 2011; and (b) Entity Status Letters as to the good standing with the California Franchise Tax Board of the California Subsidiary Guarantors (the "Franchise Tax Board Clearance Letters"), issued by the California Franchise Tax Board, dated as of September 16, 2011;



v.

The Registration Statement; and



vi.

Originals or copies of such other corporate documents and records of the California Subsidiary Guarantors and certificates of officers of the California Subsidiary Guarantors as we have deemed necessary as a basis for the opinions expressed herein.

        In such examination, we have assumed the genuineness of all signatures, the legal competency of each individual executing any such documents, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies of originals and the authenticity of the originals of such copies. As to all factual matters material to the opinions expressed herein, we have (with your permission and without any investigation or independent verification) relied upon, and assumed the accuracy and completeness of, such certificates and corporate documents and records and the statements of fact and representations and warranties contained in the Indenture and the other documents and instruments examined by us.

        Based solely upon the foregoing and subject to the comments, qualifications and other matters set forth herein, we are of the opinion that (subject to compliance with the pertinent provisions of the Act and, with respect to the Indenture and the Guarantees, the Trust Indenture Act of 1939, as amended, and to compliance with such securities or "blue sky" laws of any jurisdiction as may be applicable, as to which we express no opinion):

        1.     Each California Subsidiary Guarantor is a corporation validly existing and in good standing under the laws of the State of California.

        2.     Each California Subsidiary Guarantor has the requisite corporate power and authority to execute and deliver the Indenture and the Guarantees and to perform its obligations thereunder.

        3.     The execution, delivery and performance by each California Subsidiary Guarantor of the Indenture and the Guarantees have been duly authorized by all requisite corporate action on the part of such California Subsidiary Guarantor, and the Indenture has been duly executed and delivered by the California Subsidiary Guarantors.

        In rendering this opinion we have made no examination of and express no opinion with respect to (i) the characterization of the Transaction, the New Notes or the Guarantees under tax laws and regulations or the tax liabilities of the parties with respect thereto, (ii) matters of anti-trust laws, (iii) matters relating to the statutes and ordinances, the administrative decisions, and the rules and regulations of counties, towns, municipalities and special political subdivisions (whether created or enabled through legislative action at the federal, state or regional level), and similar matters of local law, and judicial decisions to the extent that they deal with any of the foregoing, (iv) matters of securities laws, including, without limitation, any blue sky laws, (v) compliance with applicable antifraud statutes, rules or regulations, (vi) matters of anti-money laundering laws, or (vii) insolvency, pension, employee benefit, environmental, intellectual property, banking, insurance, labor, health or safety laws. Without limiting the foregoing, no opinion is expressed herein with respect to (a) the qualification of the New Notes or the Guarantees under the securities or blue sky laws of any federal, state or any foreign jurisdiction, or (b) the compliance with any federal or state law, rule or regulation relating to securities, or to the sale or issuance thereof.

        The opinions expressed herein are limited to the substantive laws of the State of California. The opinions expressed herein with respect to the existence and good standing of the California Subsidiary Guarantors in the State of California are based solely upon the Certificates of Good Standing and the Franchise Tax Board Clearance Letters.

        We consent to your filing this opinion as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and to the reference to our firm under the caption "Validity of the Notes" in the prospectus contained in the Registration Statement. In giving such consent, we do not hereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the SEC promulgated thereunder.

        Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matter. The opinions expressed herein are rendered as of the date hereof. We do not undertake to advise you of matters that may come to our attention subsequent to such time as the Registration Statement is declared effective and that may affect the opinions expressed herein, including without limitation, future changes in applicable law. This letter is our opinion as to certain legal conclusions as specifically set forth herein and is not and should not be deemed to be a representation or opinion as to any factual matters. The opinions expressed herein are rendered in connection with the Registration Statement for the benefit of the California Subsidiary Guarantors and Debevoise & Plimpton LLP. The opinions expressed herein may not be quoted in whole or in part or otherwise used or referred to in connection with any other transactions.

Very truly yours,

/s/ Holme Roberts & Owen LLP

ANNEX A
CALIFORNIA SUBSIDIARY GUARANTORS

(1)

EmCare of California, Inc.

(2)

American Emergency Physicians Management, Inc.

(3)

American Medical Response West

(4)

Metropolitan Ambulance Service

(5)

American Medical Response of Inland Empire

(6)

Desert Valley Medical Transport, Inc.

(7)

Springs Ambulance Service, Inc.

(8)

Mercy Life Care

(9)

Hemet Valley Ambulance Service, Inc.

(10)

American Medical Response of Southern California

(11)

Herren Enterprises, Inc.

(12)

Blythe Ambulance Service

(13)

Gold Coast Ambulance Service

(14)

V.I.P. Professional Services, Inc.

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Exhibit 5.5

EX-5.6

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Exhibit 5.6

[Letterhead of Holme Roberts & Owen LLP]

September 26, 2011

Air Ambulance Specialists, Inc.
Holiday Acquisition Company, Inc.
c/o Emergency Medical Services Corporation
6200 South Syracuse Way, Suite 200
Greenwood Village, CO 80111

Re:

Registration Statement on Form S-4
$950,000,000 8.125% Senior Notes due 2019
of Emergency Medical Services Corporation

Ladies and Gentlemen:

        We have acted as special local counsel with respect to the laws of the State of Colorado to Air Ambulance Specialists, Inc., a Colorado corporation, and Holiday Acquisition Company, Inc., a Colorado corporation (each, a "Colorado Subsidiary Guarantor" and, collectively, the "Colorado Subsidiary Guarantors"), in connection with the filing with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Act"), of a Registration Statement on Form S-4 filed with the SEC on September 26, 2011 (the "Registration Statement") relating to the exchange by Emergency Medical Services Corporation, a Delaware corporation (the "Issuer"), of $950,000,000 aggregate principal amount of the Issuer's 8.125% Senior Notes due 2019, for up to $950,000,000 aggregate principal amount of the Issuer's 8.125% Senior Notes due 2019 (the "New Notes"), which are to be registered under the Act pursuant to the Registration Statement (the foregoing, the "Transaction"). The New Notes are to be issued pursuant to the Senior Notes Indenture, dated as of May 25, 2011, between the Issuer and Wilmington Trust, National Association (successor by merger to Wilmington Trust FSB), as trustee (the "Trustee"), as amended by the First Supplemental Indenture, dated as of May 25, 2011, between the Issuer and the Trustee, and as amended by the Second Supplemental Indenture, dated as of May 25, 2011, among the Issuer, the Trustee and the guarantors party thereto (including the Colorado Subsidiary Guarantors) (the "Indenture"). The obligations of the Issuer pursuant to the New Notes are each to be guaranteed by the Colorado Subsidiary Guarantors pursuant to and as set forth in Article XIII of the Indenture (the "Guarantees").

        In connection with this opinion, we have examined the following documents:

i.

Form of the New Notes;



ii.

The Indenture;



iii.

Copies of the articles of incorporation and bylaws of the Colorado Subsidiary

Guarantors and applicable board resolutions of the Colorado Subsidiary Guarantors dated as of May 25, 2011, certified as being complete, true and correct by an officer of each such Colorado Subsidiary Guarantor;

iv.

Certificates issued by the Colorado Secretary of State, dated as of September 14, 2011, relating to the good standing of the Colorado Subsidiary Guarantors in the State of Colorado (the "Certificates of Good Standing");



v.

The Registration Statement; and



vi.

Originals or copies of such other corporate documents and records of the Colorado Subsidiary Guarantors and certificates of officers of the Colorado Subsidiary Guarantors as we have deemed necessary as a basis for the opinions expressed herein.

        In such examination, we have assumed the genuineness of all signatures, the legal competency of each individual executing any such documents, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies of originals and the authenticity of the originals of such copies. As to all factual matters material to the opinions expressed herein, we have (with your permission and without any investigation or independent verification) relied upon, and assumed the accuracy and completeness of, such certificates and corporate documents and records and the statements of fact and representations and warranties contained in the Indenture and the other documents and instruments examined by us.

        Based solely upon the foregoing and subject to the comments, qualifications and other matters set forth herein, we are of the opinion that (subject to compliance with the pertinent provisions of the Act and, with respect to the Indenture and the Guarantees, the Trust Indenture Act of 1939, as amended, and to compliance with such securities or "blue sky" laws of any jurisdiction as may be applicable, as to which we express no opinion):

        1.     Each Colorado Subsidiary Guarantor is a corporation validly existing and in good standing under the laws of the State of Colorado.

        2.     Each Colorado Subsidiary Guarantor has the requisite corporate power and authority to execute and deliver the Indenture and the Guarantees and to perform its obligations thereunder.

        3.     The execution, delivery and performance by each Colorado Subsidiary Guarantor of the Indenture and the Guarantees have been duly authorized by all requisite corporate action on the part of such Colorado Subsidiary Guarantor, and the Indenture has been duly executed and delivered by the Colorado Subsidiary Guarantors.

        In rendering this opinion we have made no examination of and express no opinion with respect to (i) the characterization of the Transaction, the New Notes or the Guarantees under tax

laws and regulations or the tax liabilities of the parties with respect thereto, (ii) matters of anti-trust laws, (iii) matters relating to the statutes and ordinances, the administrative decisions, and the rules and regulations of counties, towns, municipalities and special political subdivisions (whether created or enabled through legislative action at the federal, state or regional level), and similar matters of local law, and judicial decisions to the extent that they deal with any of the foregoing, (iv) matters of securities laws, including, without limitation, any blue sky laws, (v) compliance with applicable antifraud statutes, rules or regulations, (vi) matters of anti-money laundering laws, or (vii) insolvency, pension, employee benefit, environmental, intellectual property, banking, insurance, labor, health or safety laws. Without limiting the foregoing, no opinion is expressed herein with respect to (a) the qualification of the New Notes or the Guarantees under the securities or blue sky laws of any federal, state or any foreign jurisdiction, or (b) the compliance with any federal or state law, rule or regulation relating to securities, or to the sale or issuance thereof.

        The opinions expressed herein are limited to the substantive laws of the State of Colorado. The opinions expressed herein with respect to the existence and good standing of the Colorado Subsidiary Guarantors in the State of Colorado are based solely upon the Certificates of Good Standing.

        We consent to your filing this opinion as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and to the reference to our firm under the caption "Validity of the Notes" in the prospectus contained in the Registration Statement. In giving such consent, we do not hereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the SEC promulgated thereunder.

        Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matter. The opinions expressed herein are rendered as of the date hereof. We do not undertake to advise you of matters that may come to our attention subsequent to such time as the Registration Statement is declared effective and that may affect the opinions expressed herein, including without limitation, future changes in applicable law. This letter is our opinion as to certain legal conclusions as specifically set forth herein and is not and should not be deemed to be a representation or opinion as to any factual matters. The opinions expressed herein are rendered in connection with the Registration Statement for the benefit of the Colorado Subsidiary Guarantors and Debevoise & Plimpton LLP. The opinions expressed herein may not be quoted in whole or in part or otherwise used or referred to in connection with any other transactions.

Very truly yours,

/s/ Holme Roberts & Owen LLP

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Exhibit 5.6

EX-5.7

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Exhibit 5.7

[Letterhead of Greenberg Traurig LLP]

September 26, 2011

American Medical Response of Massachusetts, Inc.
American Medical Response of Connecticut, Incorporated
American Medical Response Mid-Atlantic, Inc.
Reimbursement Technologies, Inc.
A1 Leasing, Inc.
Randle Eastern Ambulance Service, Inc.
Everrad, LLC
LifeFleet Southeast, Inc.
Medi-Car Ambulance Service, Inc.
Medi-Car Systems, Inc.
Northwood Anesthesia Associates, L.L.C.
Physician Account Management, Inc.
Pucket Ambulance Service, Inc.
Troup County Emergency Medical Services, Inc.
Medic One of Cobb, Inc.
Metro Ambulance Services, Inc.
Providacare, L.L.C.
Clinical Partners Management Company, LLC
Emergency Medicine Education Systems, Inc.
Florida Emergency Partners, Inc.
MedAssociates, LLC
c/o Emergency Medical Services Corporation
6200 South Syracuse Way, Suite 200
Greenwood Village, Colorado 80111

Debevoise & Plimpton LLP
919 Third Avenue
New York, New York 10022

Re:

$950,000,000 aggregate principal amount of 8.125% Senior Notes due 2019 of Emergency Medical Services Corporation issued in exchange for $950,000,000 aggregate principal amount of 8.125% Senior Notes due 2019 of Emergency Medical Services Corporation

Ladies and Gentlemen:

        We have acted as special counsel as follows: (i) Massachusetts counsel to American Medical Response of Massachusetts, Inc., a Massachusetts corporation (the "Massachusetts Guarantor"), (ii) Connecticut counsel to American Medical Response of Connecticut, Incorporated, a Connecticut corporation (the "Connecticut Guarantor"), (iii) Pennsylvania counsel to American Medical Response Mid-Atlantic, Inc. and Reimbursement Technologies, Inc., each a

September 26, 2011
Page 2

Pennsylvania corporation (collectively, the "Pennsylvania Guarantors"), (iv) Georgia counsel to Pucket Ambulance Service, Inc., Troup County Emergency Medical Services, Inc., Medic One of Cobb, Inc. and Metro Ambulance Services, Inc., each a Georgia corporation (collectively, the "Georgia Guarantors"), (v) Florida counsel to A1 Leasing, Inc., Randle Eastern Ambulance Service, Inc., LifeFleet Southeast, Inc., Medi-Car Ambulance Service, Inc., Medi-Car Systems, Inc. and Physician Account Management, Inc., each a Florida corporation (collectively, the "Florida Corporate Guarantors") and Everrad, LLC and Northwood Anesthesia Associates, L.L.C., each a Florida limited liability company (collectively, with the Florida Corporate Guarantors, the "Florida Guarantors"), and (vi) Texas counsel to Providacare, L.L.C., Clinical Partners Management Company, LLC and MedAssociates, LLC, each a Texas limited liability company (collectively, the "Texas LLC Guarantors"), and Emergency Medicine Education Systems, Inc. and Florida Emergency Partners, Inc., each a Texas corporation (collectively, the "Texas Corporate Guarantors" and together with the Texas LLC Guarantors, the "Texas Guarantors"—the Massachusetts Guarantor, the Connecticut Guarantor, the Pennsylvania Guarantors, the Georgia Guarantors, the Florida Guarantors and the Texas Guarantors being herein referred to sometimes collectively as the "Guarantors"), all the foregoing in connection with the registration statement on Form S-4 (the "Registration Statement") being filed by Emergency Medical Services Corporation, a Delaware corporation (the "Issuer"), and certain subsidiaries of the Issuer including the Guarantors, with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), relating to the exchange by the Issuer of $950,000,000 aggregate principal amount of the Issuer's 8.125% Senior Notes due 2019 (the "Old Notes"), for up to $950,000,000 aggregate principal amount of the Issuer's 8.125% Senior Notes due 2019 (the "New Notes"), which are to be registered under the Securities Act pursuant to the Registration Statement. The New Notes will be guaranteed by the Guarantors and other subsidiary guarantors (the "Guarantee").

        The New Notes and the Guarantee will be issued pursuant to that certain Indenture, dated as of May 25, 2011 (the "Base Indenture"), by and between the Issuer and Wilmington Trust FSB, as trustee (the "Trustee"), as amended by the First Supplemental Indenture dated as of May 25, 2011, by and between the Issuer and the Trustee (the "First Supplemental Indenture"), and the Second Supplemental Indenture dated as of May 25, 2011, by and among the Issuer, the Trustee, the Guarantors and the other subsidiary guarantors named therein (the "Second Supplemental Indenture"—and together with the Base Indenture and the First Supplemental Indenture, being referred to herein as the "Indenture"), as contemplated by the Exchange and Registration Rights Agreement dated as of May 25, 2011 by and among the Issuer, the Guarantors and the other subsidiary guarantors named therein and Barclays Capital Inc., Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated, RBC Capital Markets, LLC, UBS Securities LLC, Citigroup Global Capital Markets Inc. and Natixis Securities North America Inc., as the initial purchasers.

        In connection with (a) the Guarantee and (b) this opinion letter, we have reviewed originals (or copies identified to our satisfaction as true copies of the originals) of the following documents:

September 26, 2011
Page 3

(i)

The Registration Statement;



(ii)

The Indenture;



(iii)

Certificates issued of recent date by public officials of the Commonwealth of Massachusetts, the State of Connecticut, the Commonwealth of Pennsylvania, the State of Georgia, the State of Florida and the State of Texas as to the legal existence of the Guarantors organized under the laws of the respective states (collectively, the "Public Official Certificates");



(iv)

The articles of organization, certificates of incorporation, and articles of incorporation, as applicable, of each of the Guarantors certified as of a recent date by public officials of their respective states of organization (the "Charters");



(v)

The bylaws or limited liability company agreements (or equivalent organic instruments), as applicable, of each of the Guarantors certified as of a recent date by an appropriate officer or manager of such Guarantor (together with the Charters, the "Governing Documents");



(vi)

The Unanimous Written Consents of the Sole Director or Actions by Written Consent of the Sole Member, as applicable, of each of the Guarantors, dated May 25, 2011, in connection with the authorization and approval by the respective Guarantors, inter alia, of the execution and delivery of the Second Supplemental Indenture and the performance by the respective Guarantors of the Guarantee and all other documents related thereto; and



(vii)

Such matters of law as we have considered necessary or appropriate for the expression of the opinions set forth herein.

        The documents listed above as items (i) and (ii) are collectively referred to herein as the "Transaction Documents".

        In addition to the documents listed above, we have also examined, and have relied as to matters of fact upon, originals or copies, certified or otherwise identified to our satisfaction, of such corporate records, agreements, documents and other instruments and such certificates or comparable documents of public officials and of officers and representatives of the Guarantors, and have made such other and further investigations, as we have deemed relevant and necessary as a basis for the opinions hereinafter set forth.

        Based on the foregoing and subject to the assumptions, qualifications and limitations set forth below, it is our opinion that:

        (a)   Each of the Guarantors is validly existing as a corporation or limited liability company, as applicable, under the laws of the state of its organization.

September 26, 2011
Page 4

        (b)   Each of the Guarantors had the requisite organizational power and authority to execute and deliver the Second Supplemental Indenture and had and has the requisite corporate power and authority to perform its obligations under the Indenture (including under its Guarantee therein).

        (c)   The execution and delivery by each of the Guarantors of the Second Supplemental Indenture, the performance by each such Guarantor of its obligations under the Indenture and the Guarantee has been duly authorized by all requisite corporate or limited liability company action (as applicable) on the part of such Guarantor.

        (d)   The execution and delivery by each of the Guarantors of the Second Supplemental Indenture and the performance by such Guarantor of its obligations under the Indenture (including under its Guarantee therein) does not and will not violate its Governing Documents.

        The opinions set forth in this opinion letter are subject to the following assumptions, qualifications and limitations:

        1.     While certain members of this firm are admitted to practice in other jurisdictions, for purposes of this opinion letter we have not examined any laws other than Massachusetts, Connecticut, Pennsylvania, Georgia, Florida and Texas laws, nor have we consulted with members of this firm who are admitted in other jurisdictions with respect to the laws of such other jurisdictions; accordingly, the foregoing opinions apply only with respect to said laws examined by us. Accordingly, this opinion letter is limited in all respects to the laws of the states specified above, and no opinion is expressed with respect to the laws of any other jurisdiction or any effect which such laws may have on the opinions expressed herein.

        2.     Except to the extent expressly set forth herein or as we otherwise believe to be necessary to our opinion, we have not undertaken any independent investigation to determine the existence or absence of any fact, and no inference as to our knowledge of the existence or absence of any fact should be drawn from our representation of the Guarantors or the rendering of the opinions set forth above.

        3.     We have assumed with your permission, and without independent investigation: (a) the authenticity of all documents submitted to us as originals, the genuineness of all signatures not witnessed by us, the legal capacity of natural persons and the conformity to authentic original documents of all documents submitted to us as copies; and (b) there has been no material mutual mistake of fact or misunderstanding, or fraud, duress or undue influence, in connection with the negotiation, execution, delivery or performance of the Transaction Documents.

        4.     This opinion letter is limited to the matters expressly set forth herein, and no opinion is to be implied or may be inferred beyond the matters expressly so stated.

        5.     Except to the extent expressly set forth herein, we express no opinion as to the validity or enforceability of any document.

September 26, 2011
Page 5

        6.     As to questions of fact material to our opinion, we have relied upon and assumed the correctness of certificates by public officials and by representatives of the Guarantors and the factual representations and warranties set forth in the Transaction Documents.

        7.     The opinions expressed in this opinion letter are rendered solely in connection with the transactions contemplated herein, and we express no opinion regarding, nor do we assume any obligation to update or supplement our opinions to reflect any facts or circumstances that may come to our attention or any change in law, circumstances or events that may occur or become effective at a later date.

        8.     Our opinion herein with respect to the existence and good standing of each of the Guarantors under the laws of its jurisdiction of organization is based solely on the Public Official Certificate relating to such Guarantor.

        9.     We express no opinion or other advice with respect to the compliance as to form, completeness or accuracy of the Registration Statement or the prospectus a part thereof.

        This opinion is furnished to the addressees of this letter in connection with the filing of the Registration Statement and is not to be used, circulated, quoted or otherwise relied on for any other purpose. This opinion letter is rendered for the benefit of the addressees of this letter and such other persons as are entitled to rely on it pursuant to the applicable provisions of the Securities Act and may not be relied upon by any other person without our written consent.

        We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the heading "Validity of the Notes" in the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

Very truly yours,
/s/ Greenberg Traurig LLP
GREENBERG TRAURIG LLP
GREENBERG TRAURIG, P.A.
By:	/s/ IRA N. ROSNER Ira N. Rosner

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Exhibit 5.7

[Letterhead of Greenberg Traurig LLP]

EX-5.8

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Exhibit 5.8

[Letterhead of Richards, Layton & Finger, P.A.]

September 26, 2011

To Each of the Persons Listed
    on Schedule A Attached Hereto

Re:

Project Taz—Exchange Offer

Ladies and Gentlemen:

        We have acted as special Delaware counsel for each of the Delaware corporations listed on Schedule B attached hereto (each, a "Corporation" and collectively, the "Corporations") and each of the Delaware limited liability companies listed on Schedule C attached hereto (each, an "LLC" and collectively, the "LLCs"), and Regional Emergency Services, L.P., a Delaware limited partnership ("RESLP" and, together with the Corporations and the LLCs, the "Companies"), in connection with the matters set forth herein. At your request, this opinion is being furnished to you.

        For purposes of giving the opinions hereinafter set forth, our examination of documents has been limited to the examination of executed or conformed counterparts, or copies otherwise proved to our satisfaction, of the following:

        (a)   Each of the documents listed on Schedule D attached hereto (each, a "Certificate of Incorporation"), as filed in the office of the Secretary of State of the State of Delaware (the "Secretary of State");

        (b)   The bylaws of each of the Corporations (each, "Bylaws");

        (c)   Resolutions adopted by the unanimous written consent of the board of directors of each of the Corporations, each dated May 25, 2011;

        (d)   Resolutions adopted by the unanimous written consent of the board of directors of Emergency Medical Services (as defined in Schedule D attached hereto), dated September 21, 2011;

To Each of the Persons Listed
    on Schedule A Attached Hereto
September 26, 2011
Page 2

        (e)   Each of the documents listed on Schedule E attached hereto (each, an "LLC Certificate");

        (f)    Each of the documents listed on Schedule F attached hereto (each, an "LLC Agreement");

        (g)   Resolutions adopted by the unanimous written consent of the sole member, or the sole member and the sole manager, as applicable, of each of the LLCs, each dated May 25, 2011;

        (h)   The Third Amended and Restated Agreement of Limited Partnership of Emergency Medical Services L.P. (now known as EMSLPC (as defined in Schedule D attached hereto)), a Delaware limited partnership ("EMSLP"), dated as of May 25, 2011 (the "EMSLP Partnership Agreement"), between Emergency Medical Services (as defined in Schedule D attached hereto), as general partner and limited partner, and EMS Executive Investco LLC, as limited partner;

        (i)    Resolutions adopted by the unanimous written consent of the partners of EMSLP, dated May 25, 2011;

        (j)    The Certificate of Limited Partnership of RESLP, dated as of June 18, 1996, as filed in the office of the Secretary of State on June 18, 1996, as amended by the Certificate of Amendment to Certificate of Limited Partnership of RESLP, dated April 5, 2010, as filed in the office of the Secretary of State on April 7, 2010 (as so amended, the "RESLP Certificate");

        (k)   The Amended and Restated Agreement of Limited Partnership of RESLP, dated as of July 24, 1996, among Florida Emergency Partners, Inc., a Texas corporation ("FAPI"), Response Management (as defined in Schedule D attached hereto), and Dolphin Leasing, Ltd., a Texas limited partnership ("Dolphin");

        (l)    The Second Amended and Restated Agreement of Limited Partnership of RESLP, dated May 25, 2011 (the "RESLP Partnership Agreement"), among FAPI, as general partner, and Response Management, as limited partner;

        (m)  Resolutions adopted by the unanimous written consent of all of the partners of RESLP, dated May 25, 2011;

        (n)   The Indenture, dated as of May 25, 2011, between CDRT Merger Sub, Inc., a Delaware corporation ("Merger Sub"), as issuer, the Subsidiary Guarantors (as defined therein) party thereto, and Wilmington Trust FSB, a federal savings bank, as trustee (the "Trustee"), as supplemented by the First Supplemental Indenture thereto, dated as of May 25, 2011, between Merger Sub and the Trustee, and as further supplemented by the Second Supplemental Indenture thereto, dated as of May 25, 2011, among the Companies, the other

To Each of the Persons Listed
    on Schedule A Attached Hereto
September 26, 2011
Page 3

Subsidiary Guarantors (as defined therein) party thereto, and the Trustee (as so supplemented, the "Indenture");

        (o)   The Written Consents of the Shareholders, Members, Boards of Directors, Managers and General Partners of the Subsidiaries of Emergency Medical Services, dated April 8, 2010;

        (p)   Certificates of an officer of each of the Companies, each dated September 26, 2011, as to certain matters; and

        (q)   A Certificate of Good Standing for each of the Companies obtained from the Secretary of State.

        For purposes of this opinion, we have not reviewed any documents other than the documents listed in paragraphs (a) through (q) above. In particular, we have not reviewed any document (other than the documents listed in paragraphs (a) through (q) above) that is referred to in or incorporated by reference into any document reviewed by us. We have assumed that there exists no provision in any document that we have not reviewed that is inconsistent with the opinions stated herein. We have conducted no independent factual investigation of our own but rather have relied solely upon the foregoing documents, the statements and information set forth therein and the additional matters recited or assumed herein, all of which we have assumed to be true, complete and accurate in all material respects.

        With respect to all documents examined by us, we have assumed that (i) all signatures on documents examined by us are genuine, (ii) all documents submitted to us as originals are authentic, (iii) all documents submitted to us as copies conform with the original copies of those documents, and (iv) the documents, in the forms submitted to us for our review, have not been and will not be altered or amended in any respect material to our opinions expressed herein.

        For purposes of this opinion, we have assumed (i) that any amendment or restatement of any document reviewed by us has been accomplished in accordance with, and was permitted by, the relevant provisions of said document prior to its amendment or restatement from time to time, (ii) that at all times since the formation of each of the LLCs, there has been at least one member of each such LLC, (iii) that at all times since the formation of RESLP, there has been at least one limited partner and one general partner of RESLP who were different persons or entities, (iv) except to the extent provided in paragraphs 1, 5 and 9 below, the due organization, formation or creation, as the case may be, and valid existence in good standing of each party to the documents examined by us under the laws of the jurisdiction governing its organization, formation or creation, (v) the legal capacity of natural persons who are signatories to the documents examined by us, (vi) except to the extent provided in paragraphs 2, 6 and 10 below, that each of the parties to the documents examined by us has the power and authority to execute and deliver, and to perform its obligations under, such documents, (vii) except to the

To Each of the Persons Listed
    on Schedule A Attached Hereto
September 26, 2011
Page 4

extent provided in paragraphs 3, 7 and 11 below, the due authorization, execution and delivery by all parties thereto of all documents examined by us, and (viii) that each of the documents examined by us constitutes a valid and binding agreement of the parties thereto, and is enforceable against the parties thereto, in accordance with its terms. We have not participated in the preparation of any offering material relating to any of the Companies and assume no responsibility for the contents of any such material.

        This opinion is limited to the laws of the State of Delaware (excluding the insurance, securities and blue sky laws of the State of Delaware), and we have not considered and express no opinion on the laws of any other jurisdiction, including federal laws and rules and regulations relating thereto. Our opinions are rendered only with respect to Delaware laws and rules, regulations and orders thereunder that are currently in effect.

        Based upon the foregoing, and upon our examination of such questions of law and statutes of the State of Delaware as we have considered necessary or appropriate, and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that:

        1.     Each of the Corporations has been duly incorporated and is validly existing in good standing as a corporation under the General Corporation Law of the State of Delaware (8 Del.C. §101, et seq.) (the "DGCL").

        2.     Each of the Corporations has all necessary corporate power and authority under the DGCL, its Certificate of Incorporation and its Bylaws to execute and deliver, and to perform its obligations under, the Indenture.

        3.     The execution and delivery by each of the Corporations of the Indenture, and the performance by each of the Corporations of its obligations thereunder, have been duly authorized by all necessary corporate action on the part of such Corporation under the DGCL, its Certificate of Incorporation and its Bylaws.

        4.     The execution, delivery and performance by each of the Corporations of the Indenture do not violate (i) its Certificate of Incorporation or its Bylaws, or (ii) the DGCL.

        5.     Each of the LLCs has been duly formed and is validly existing in good standing as a limited liability company under the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.) (the "LLC Act").

        6.     Each of the LLCs has all necessary limited liability company power and authority under the LLC Act and its LLC Agreement to execute and deliver, and to perform its obligations under, the Indenture.

        7.     The execution and delivery by each of the LLCs of the Indenture, and the performance by each of the LLCs of its obligations thereunder, have been duly authorized by all

To Each of the Persons Listed
    on Schedule A Attached Hereto
September 26, 2011
Page 5

necessary limited liability company action on the part of such LLC under the LLC Act and its LLC Agreement.

        8.     The execution, delivery and performance by each of the LLCs of the Indenture do not violate (i) its LLC Certificate or its LLC Agreement or (ii) the LLC Act.

        9.     RESLP has been duly formed and is validly existing in good standing as a limited partnership under the Delaware Revised Uniform Limited Partnership Act (6 Del. C. § 17-101, et seq.) (the "LP Act").

        10.   Under the LP Act and the RESLP Partnership Agreement, RESLP has all necessary partnership power and authority to execute and deliver, and to perform its obligations under, the Indenture.

        11.   Under the LP Act and the RESLP Partnership Agreement, the execution and delivery by RESLP of the Indenture, and the performance by RESLP of its obligations thereunder, have been duly authorized by all necessary partnership action on the part of RESLP.

        12.   The execution, delivery and performance by RESLP of the Indenture do not violate (i) the RESLP Certificate or the RESLP Partnership Agreement or (ii) the LP Act.

        The opinions expressed above are subject to the following additional assumptions, qualifications, limitations and exceptions:

        A.    We note that notwithstanding any covenants to the contrary contained in the Indenture: (i) the stockholders of any of the Corporations may dissolve such Corporation under Section 275(c) of the DGCL upon the consent of all the stockholders entitled to vote thereon, (ii) a stockholder owning at least 90% of the outstanding shares of each class of stock of any of the Corporations entitled to vote thereon may effect a merger with such Corporation under Section 253 or Section 267 of the DGCL, (iii) the stockholders of each of the Corporations may amend the Bylaws of such Corporation, (iv) a member or manager of any of the LLCs has the right or power to apply to or petition a court to decree a dissolution of such LLC pursuant to Section 18-802 of the LLC Act, and (v) a partner of RESLP has the right or power to apply to or petition a court to decree a dissolution of RESLP pursuant to Section 18-802 of the LP Act.

        B.    We have assumed that (i) at all times since the formation of American Medical until February 10, 2005, American Medical (A) was governed by an oral or written limited liability company agreement, and (B) did not dissolve pursuant to its limited liability company agreement or by operation of law, and (ii) at all times since the formation of RESLP until July 24, 1996, RESLP (A) was governed by a written partnership agreement, (B) did not dissolve pursuant to its partnership agreement or by operation of law, and (C) any amendment or restatement of the partnership agreement of RESLP then in effect was accomplished in

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    on Schedule A Attached Hereto
September 26, 2011
Page 6

accordance with, and was permitted by, the relevant provisions of said partnership agreement prior to its amendment or restatement from time to time.

        We understand that you will rely as to matters of Delaware law upon this opinion in connection with the matters set forth herein. In addition, we understand that Debevoise & Plimpton LLP ("Debevoise") will rely as to matters of Delaware law upon this opinion in connection with an opinion to be rendered by it on the date hereof in connection with the Registration Statement (as defined below). In connection with the foregoing, we hereby consent to your and Debevoise relying as to matters of Delaware law upon this opinion, subject to the understanding that the opinions rendered herein are given on the date hereof and such opinions are rendered only with respect to facts existing on the date hereof and laws, rules and regulations currently in effect. Furthermore, we consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement (the "Registration Statement") on Form S-4, relating to the Offer to Exchange $950,000,000 Outstanding 8.125% Senior Notes due 2019 for $950,000,000 Registered 8.125% Senior Notes due 2019, as proposed to be filed by Emergency Medical Services Corporation, a Delaware corporation, and the other registrants thereunder with the Securities and Exchange Commission on or about the date hereof. In giving the foregoing consent, we do not thereby admit that we come within the category of persons or entities whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder. Except as stated above, without our prior written consent, this opinion may not be furnished or quoted to, or relied upon by, any other person or entity for any purpose.

Very truly yours,

/s/ Richards, Layton & Finger, P.A.

WAY/MYK/EL

Schedule A

Emergency Medical Services Corporation

Schedule B
Corporations

Affilion, Inc.
Ambulance Acquisition, Inc.
American Medical Pathways, Inc.
American Medical Response Ambulance Service, Inc.
American Medical Response Holdings, Inc.
American Medical Response Management, Inc.
American Medical Response of Colorado, Inc.
American Medical Response of Georgia, Inc.
American Medical Response of Illinois, Inc.
American Medical Response of North Carolina, Inc.
American Medical Response of Oklahoma, Inc.
American Medical Response of South Carolina, Inc.
American Medical Response of Tennessee, Inc.
American Medical Response of Texas, Inc.
American Medical Response, Inc.
AMR HoldCo, Inc.
Arizona Oasis Acquisition, Inc.
Atlantic Ambulance Services Acquisition, Inc.
Atlantic/Key West Ambulance, Inc.
Atlantic/Palm Beach Ambulance, Inc.
Broward Ambulance, Inc.
EHR Management Co.
EmCare Anesthesia Providers, Inc.
EmCare HoldCo, Inc.
EMCARE HOLDINGS INC.
EmCare Physician Services, Inc.
EmCare, Inc.
Emergency Medical Services Corporation
Emergency Medical Services LP Corporation
Healthcare Administrative Services, Inc.
MEDIC ONE AMBULANCE SERVICES, INC.
MedicWest Holdings, Inc.
METRO AMBULANCE SERVICE (RURAL), INC.
METRO AMBULANCE SERVICE, INC.
Midwest Ambulance Management Company
Mobile Medic Ambulance Service, Inc.
Nevada Red Rock Ambulance, Inc.
Nevada Red Rock Holdings, Inc.
Provider Account Management, Inc.
Radiology Staffing Solutions, Inc.
Radstaffing Management Solutions, Inc.
Seminole County Ambulance, Inc.
STAT Healthcare, Inc.

Schedule C
LLCs

American Medical Response Delaware Valley, LLC
AMR Brockton, L.L.C.
Apex Acquisition LLC
EMS Management LLC
EMS Offshore Medical Services, LLC
MSO Newco, LLC
Pinnacle Consultants Mid-Atlantic, L.L.C.
Seawall Acquisition, LLC
Sun Devil Acquisition LLC

Schedule D
Certificates of Incorporation

1.

The Certificate of Incorporation of Affilion, Inc., a Delaware corporation ("Affilion"), dated June 28, 2010, as filed in the office of the Secretary of State on June 28, 2010, as amended by the Certificate of Merger, dated as of June 30, 2010, as filed in the office of the Secretary of State on June 30, 2010.

2.

The Certificate of Incorporation of Ambulance Acquisition, Inc., a Delaware corporation ("Ambulance Acquisition"), dated as of January 6, 1994, as filed in the office of the Secretary of State on January 6, 1994, as amended by the Certificate of Amendment of Certificate of Incorporation of Ambulance Acquisition, dated January 24, 1994, as filed in the office of the Secretary of State on January 24, 1994, as further amended by the Certificate of Change of Registered Agent and Registered Office, dated November 4, 1999, as filed in the office of the Secretary of State on January 6, 2000, and as further amended by the Certificate of Change of Location of Registered Office and of Registered Agent of Ambulance Acquisition, dated February 10, 2006, as filed in the office of the Secretary of State on February 21, 2006.

3.

The Certificate of Incorporation of American Medical Pathways, Inc., a Delaware corporation ("Medical Pathways"), dated as of May 15, 1998, as filed in the office of the Secretary of State on May 15, 1998, as amended by the Certificate of Ownership and Merger, dated August 25, 1999, as filed in the office of the Secretary of State on August 26, 1999, and as further amended by the Certificate of Change of Location of Registered Office and of Registered Agent of Medical Pathways, dated February 10, 2006, as filed in the office of the Secretary of State on February 21, 2006.

4.

The Certificate of Incorporation of American Medical Response Ambulance Service, Inc., a Delaware corporation ("Medical Response Ambulance"), dated March 18, 1993, as filed in the office of the Secretary of State on March 18, 1993, as amended by the Certificate of Amendment of Certificate of Incorporation of Medical Response Ambulance, dated April 7, 1993, as filed in the office of the Secretary of State on April 7, 1993, as further amended by the Certificate of Ownership and Merger, dated August 27, 1994, as filed in the office of the Secretary of State on September 1, 1994, as further amended by the Certificate of Ownership and Merger, dated December 13, 1994, as filed in the office of the Secretary of State on December 30, 1994, as further amended by the Certificate of Ownership and Merger, dated August 23, 1995, as filed in the office of the Secretary of State on August 29, 1995, as further amended by the Certificate of Merger, dated August 29, 1996, as filed in the office of the Secretary of State on August 29, 1996, as further amended by the Certificate of Ownership and Merger, dated as of August 27, 1997, as filed in the office of the Secretary of State on August 28, 1997, as further amended by the Certificate of Amendment of Certificate of Incorporation, dated January 19, 2006, as filed in the office of the Secretary of State on January 25, 2006, as corrected by the Certificate of Correction to the Certificate of Amendment of Certificate of Incorporation of Medical Response Ambulance, dated May 25, 2011, as filed in the office of the Secretary of State on May 31, 2011, and as further amended by the Certificate of Change of Location of Registered Office and of Registered Agent of

Medical Response Ambulance, dated February 10, 2006, as filed in the office of the Secretary of State on February 21, 2006.

5.

The Certificate of Incorporation of American Medical Response Holdings, Inc., a Delaware corporation ("Response Holdings"), dated December 31, 1996, as filed in the office of the Secretary of State on December 31, 1996, as amended by the Certificate of Amendment of Certificate of Incorporation, dated January 31, 1999, as filed in the office of the Secretary of State on February 8, 1999, as further amended by the Certificate of Change of Registered Agent and Registered Office, dated March 15, 1999, as filed in the office of the Secretary of State on April 9, 1999, and as further amended by the Certificate of Change of Location of Registered Office and of Registered Agent of Response Holdings, dated February 10, 2006, as filed in the office of the Secretary of State on February 21, 2006.

6.

The Certificate of Incorporation of American Medical Response Management, Inc., a Delaware corporation ("Response Management"), dated June 18, 1996, as filed in the office of the Secretary of State on June 18, 1996, as amended by the Certificate of Change of Registered Agent and Registered Office, dated September 1, 1996, as filed in the office of the Secretary of State on December 23, 1996, and as further amended by the Certificate of Change of Location of Registered Office and of Registered Agent of Response Management, dated February 10, 2006, as filed in the office of the Secretary of State on February 21, 2006.

7.

The Certificate of Incorporation of American Medical Response of Colorado, Inc., a Delaware corporation ("Response Colorado"), dated as of November 19, 1992, as filed in the office of the Secretary of State on November 19, 1992, as amended by the three Certificates of Merger, as filed in the office of the Secretary of State on April 28, 1993, as further amended by the Certificate of Amendment of Certificate of Incorporation of Response Colorado, dated May 6, 1993, as filed in the office of the Secretary of State on May 6, 1993, as further amended by the Certificate of Merger, dated December 23, 1993, as filed in the office of the Secretary of State on December 31, 1993, as further amended by the Certificate of Change of Registered Agent and Registered Office, dated September 1, 1996, as filed in the office of the Secretary of State on December 23, 1996, as further amended by the Certificate of Merger, dated December 30, 1996, as filed in the office of the Secretary of State on December 31, 1996, and as further amended by the Certificate of Change of Location of Registered Office and of Registered Agent of Response Colorado, dated March 8, 2006, as filed in the office of the Secretary of State on March 15, 2006.

8.

The Certificate of Incorporation of American Medical Response of Georgia, Inc., a Delaware corporation ("Response Georgia"), dated August 22, 1995, as filed in the office of the Secretary of State on August 22, 1995, as amended by the Certificate of Change of Registered Agent and Registered Office, dated September 1, 1996, as filed in the office of the Secretary of State on December 23, 1996, and as further amended by the Certificate of Change of Location of Registered Office and of Registered Agent of Response Georgia, dated February 10, 2006, as filed in the office of the Secretary of State on February 21, 2006.

9.

The Certificate of Incorporation of American Medical Response of Illinois, Inc., a Delaware corporation ("Response Illinois"), dated as of September 28, 1994, as filed in the office of the Secretary of State on September 28, 1994, as amended by the Certificate of Amendment of

Certificate of Incorporation of Response Illinois, dated October 20, 1994, as filed in the office of the Secretary of State on October 20, 1994, as further amended by the Certificate of Merger, dated March 3, 1995, as filed in the office of the Secretary of State on March 6, 1995, as further amended by the Certificate of Merger, dated August 31, 1995, as filed in the office of the Secretary of State on September 7, 1995, as further amended by the Certificate of Change of Registered Agent and Registered Office, dated September 1, 1996, as filed in the office of the Secretary of State on December 23, 1996, and as further amended by the Certificate of Change of Location of Registered Office and of Registered Agent of Response Illinois, dated February 10, 2006, as filed in the office of the Secretary of State on February 21, 2006.

10.

The Certificate of Incorporation of American Medical Response of North Carolina, Inc., a Delaware corporation ("Response North Carolina"), dated as of April 28, 1994, as filed in the office of the Secretary of State on April 28, 1994, as amended by the Certificate of Amendment of Certificate of Incorporation of Response North Carolina, dated July 18, 1995, as filed in the office of the Secretary of State on July 19, 1995, as further amended by the Certificate of Change of Registered Agent and Registered Office, dated September 1, 1996, as filed in the office of the Secretary of State on December 23, 1996, and as further amended by the Certificate of Change of Location of Registered Office and of Registered Agent of Response North Carolina, dated February 10, 2006, as filed in the office of the Secretary of State on February 21, 2006.

11.

The Certificate of Incorporation of American Medical Response of Oklahoma, Inc., a Delaware corporation ("Response Oklahoma"), dated as of November 29, 1994, as filed in the office of the Secretary of State on November 29, 1994, as amended by the Certificate of Change of Location of Registered Agent and Registered Office, dated September 1, 1996, as filed in the office of the Secretary of State on December 23, 1996, and as further amended by the Certificate of Change of Location of Registered Office and of Registered Agent of Response Oklahoma, dated February 10, 2006, as filed in the office of the Secretary of State on February 21, 2006.

12.

The Certificate of Incorporation of American Medical Response of South Carolina, Inc., a Delaware corporation ("Response South Carolina"), dated as of February 22, 1994, as filed in the office of the Secretary of State on February 23, 1994, as amended by the Certificate of Amendment of Certificate of Incorporation of Response South Carolina, dated May 30, 1995, as filed in the office of the Secretary of State on June 1, 1995, as further amended by the Certificate of Change of Registered Agent and Registered Office, dated September 1, 1996, as filed in the office of the Secretary of State on December 23, 1996, and as further amended by the Certificate of Change of Location of Registered Office and of Registered Agent of Response South Carolina, dated February 10, 2006, as filed in the office of the Secretary of State on February 21, 2006.

13.

The Certificate of Incorporation of American Medical Response of Tennessee, Inc., a Delaware corporation ("Response Tennessee"), dated as of June 6, 1996, as filed in the office of the Secretary of State on June 6, 1996, as amended by the Certificate of Change of Registered Agent and Registered Office, dated September 1, 1996, as filed in the office of the Secretary of State on December 23, 1996, and as further amended by the Certificate of

Change of Location of Registered Office and of Registered Agent of Response Tennessee, dated February 10, 2006, as filed in the office of the Secretary of State on February 21, 2006.

14.

The Certificate of Incorporation of American Medical Response of Texas, Inc., a Delaware corporation ("Response Texas"), dated as of January 1, 1996, as filed in the office of the Secretary of State on January 2, 1996, as amended by the Certificate of Merger, dated December 31, 1996, as filed in the office of the Secretary of State on December 31, 1996, as further amended by the Certificate of Change of Registered Agent and Registered Office, dated September 1, 1996, as filed in the office of the Secretary of State on March 24, 1997, and as further amended by the Certificate of Change of Location of Registered Office and of Registered Agent of Response Texas, dated March 8, 2006, as filed in the office of the Secretary of State on March 15, 2006.

15.

The Certificate of Incorporation of American Medical Response, Inc., a Delaware corporation ("Medical Response"), dated June 2, 1992, as filed in the office of the Secretary of State on June 2, 1992, as amended by the Certificate of Ownership and Merger, dated June 5, 1992, as filed in the office of the Secretary of State on June 8, 1992, as further amended by the Certificate of Amendment of Certificate of Incorporation of Medical Response, dated March 26, 1996, as filed in the office of the Secretary of State on March 26, 1996, as further amended by the Certificate of Change of Registered Agent and Registered Office, dated September 1, 1996, as filed in the office of the Secretary of State on December 23, 1996, as further amended by the Certificate of Ownership and Merger, dated February 25, 1997, as filed in the office of the Secretary of State on February 25, 1997, as further amended by the Certificate of Ownership and Merger, dated as of August 25, 1999, as filed in the office of the Secretary of State on August 26, 1999, as further amended by the Certificate of Change of Location of Registered Office and of Registered Agent of Medical Response, dated February 10, 2006, as filed in the office of the Secretary of State on February 21, 2006, and as further amended by the Certificate of Ownership, dated July 20, 2007, as filed in the office of the Secretary of State on July 20, 2007.

16.

The Certificate of Incorporation of AMR HoldCo, Inc., a Delaware corporation ("AMR Holdco"), dated December 29, 2004, as filed in the office of the Secretary of State on December 29, 2004, as amended by the Certificate of Amendment of Certificate of Incorporation, dated January 3, 2006, as filed in the office of the Secretary of State on January 6, 2006, and as corrected by the Certificate of Correction, dated January 12, 2007, as filed in the office of the Secretary of State on January 12, 2007.

17.

The Certificate of Incorporation of Arizona Oasis Acquisition, Inc., a Delaware corporation ("Oasis"), dated September 20, 2007, as filed in the office of the Secretary of State on September 20, 2007, as amended by the Certificate of Change of Location of Registered Office and of Registered Agent of Oasis, dated May 1, 2008, as filed in the office of the Secretary of State on May 7, 2008.

18.

The Certificate of Incorporation of Atlantic Ambulance Services Acquisition, Inc., a Delaware corporation ("Atlantic Ambulance"), dated March 25, 1992, as filed in the office of the Secretary of State on March 26, 1992, as amended by the Certificate of Change of Registered Agent and Registered Office, dated November 22, 1995, as filed in the office of

the Secretary of State on December 11, 1995, and as further amended by the Certificate of Change of Location of Registered Office and of Registered Agent of Atlantic Ambulance, dated March 8, 2006, as filed in the office of the Secretary of State on March 15, 2006.

19.

The Certificate of Incorporation of Atlantic/Key West Ambulance, Inc., a Delaware corporation ("Key West Ambulance"), dated March 25, 1992, as filed in the office of the Secretary of State on March 26, 1992, as amended by the Certificate of Amendment of Certificate of Incorporation of Key West Ambulance, dated August 21, 1992, as filed in the office of the Secretary of State on September 23, 1992, as further amended by the Certificate of Change of Registered Agent and Registered Office, dated November 22, 1995, as filed in the office of the Secretary of State on December 11, 1995, and as further amended by the Certificate of Change of Location of Registered Office and of Registered Agent of Key West Ambulance, dated February 10, 2006, as filed in the office of the Secretary of State on February 21, 2006.

20.

The Certificate of Incorporation of Atlantic/Palm Beach Ambulance, Inc., a Delaware corporation ("Palm Beach Ambulance"), dated March 25, 1992, as filed in the office of the Secretary of State on March 26, 1992, as amended by the Certificate of Amendment of Certificate of Incorporation of Palm Beach Ambulance, dated August 21, 1992, as filed in the office of the Secretary of State on September 23, 1992, as further amended by the Certificate of Change of Registered Agent and Registered Office, dated November 22, 1995, as filed in the office of the Secretary of State on December 11, 1995, and as further amended by the Certificate of Change of Location of Registered Office and of Registered Agent of Palm Beach Ambulance, dated March 8, 2006, as filed in the office of the Secretary of State on March 15, 2006.

21.

The Certificate of Incorporation of Broward Ambulance, Inc., a Delaware corporation ("Broward Ambulance"), dated March 25, 1992, as filed in the office of the Secretary of State on March 26, 1992, as amended by the Certificate of Amendment of Certificate of Incorporation of Broward Ambulance, dated August 21, 1992, as filed in the office of the Secretary of State on September 23, 1992, as further amended by the Certificate of Change of Registered Agent and Registered Office, dated November 22, 1995, as filed in the office of the Secretary of State on December 11, 1995, and as further amended by the Certificate of Change of Location of Registered Office and of Registered Agent of Broward Ambulance, dated February 10, 2006, as filed in the office of the Secretary of State on February 21, 2006.

22.

The Certificate of Incorporation of EHR Management Co., a Delaware corporation ("EHR Management"), dated December 14, 2005, as filed in the office of the Secretary of State on December 14, 2005, as amended by the Certificate of Ownership and Merger, dated December 13, 2006, as filed in the office of the Secretary of State on December 13, 2006, as further amended by the Certificate of Change of Location of Registered Office and of Registered Agent of EHR Management, dated December 14, 2007, as filed in the office of the Secretary of State on December 14, 2007, and as revived by the Certificate for Renewal and Revival of Charter, dated February 26, 2009, as filed in the office of the Secretary of State on March 30, 2010.

23.

The Certificate of Incorporation of EmCare Anesthesia Providers, Inc., a Delaware corporation, dated February 18, 2010, as filed in the office of the Secretary of State on February 18, 2010.

24.

The Certificate of Incorporation of EmCare HoldCo, Inc., a Delaware corporation ("EmCare Holdco"), dated December 29, 2004, as filed in the office of the Secretary of State on December 29, 2004.

25.

The Certificate of Incorporation of EMCARE HOLDINGS INC., a Delaware corporation ("EmCare Holdings"), dated January 8, 1992, as filed in the office of the Secretary of State on January 9, 1992, as amended by the Certificate of Amendment of Certificate of Incorporation of EmCare Holdings, dated February 4, 1992, as filed in the office of the Secretary of State on February 4, 1992, as amended and restated by the Restated Certificate of Incorporation of EmCare Holdings, dated November 14, 1994, as filed in the office of the Secretary of State on November 15, 1994, as further amended by the Certificate of Amendment to the Restated Certificate of Incorporation of EmCare Holdings, dated December 14, 1994, as filed in the office of the Secretary of State on December 14, 1994, as further amended by the Certificate of Ownership and Merger, dated September 10, 1997, as filed in the office of the Secretary of State on September 10, 1997, and as further amended and restated by the Restated Certificate of Incorporation of EmCare Holdings, dated September 10, 1997, as filed in the office of the Secretary of State on September 10, 1997.

26.

The Certificate of Incorporation of EmCare Physician Services, Inc., a Delaware corporation ("Physician Services"), dated January 15, 1993, as filed in the office of the Secretary of State on January 15, 1993, as amended by the Certificate of Amendment of Certificate of Incorporation, dated February 27, 1997, as filed in the office of the Secretary of State on February 27, 1997, as corrected by the Certificate of Correction, dated May 12, 1997, as filed in the office of the Secretary of State on May 13, 1997, as further amended by the Certificate of Change of Location of Registered Office and of Registered Agent, dated March 6, 1998, as filed in the office of the Secretary of State on March 30, 1998, as further amended by the Certificate of Amendment of Certificate of Incorporation of Physician Services, dated October 9, 1998, as filed in the office of the Secretary of State on October 14, 1998, and as further amended by the Certificate of Change of Location of Registered Office and of Registered Agent, dated August 8, 2002, as filed in the office of the Secretary of State on August 21, 2002.

27.

The Certificate of Incorporation of EmCare, Inc., a Delaware corporation ("EmCare"), dated January 19, 1993, as filed in the office of the Secretary of State on January 20, 1993, as amended by the Articles of Merger, dated February 25, 1993, as filed in the office of the Secretary of State on February 26, 1993, as further amended by the Certificate of Ownership, effective as of December 31, 1993, as filed in the office of the Secretary of State on December 31, 1993, as further amended by the Certificate of Ownership and Merger (Articles of Merger), as filed in the office of the Secretary of State on March 31, 1994, as further amended by the Certificate of Merger, dated as of August 31, 1997, as filed in the office of the Secretary of State on October 31, 1997, as further amended by the Certificate of Merger, dated November 30, 1998, as filed in the office of the Secretary of State on December 18, 1998, as further amended by the Certificate of Merger, dated as of August 28,

2008, as filed in the office of the Secretary of State on August 28, 2008, as further amended by the Delaware Certificate of Ownership and Merger, dated December 26, 2008, as filed in the office of the Secretary of State on December 31, 2008, as further amended by the Delaware Certificate of Ownership and Merger, dated February 27, 2009, as filed in the office of the Secretary of State on March 12, 2009, and as further amended by the Certificate Merger of Domestic Corporation and Foreign Limited Liability Company, dated January 30, 2009, as filed in the office of the Secretary of State on March 13, 2009.

28.

The Certificate of Incorporation of Emergency Medical Services Corporation, a Delaware corporation ("Emergency Medical Services"), dated November 1, 2005, as filed in the office of the Secretary of State on November 1, 2005, as amended and restated by the Amended and Restated Certificate of Incorporation of Emergency Medical Services, dated December 15, 2005, as filed in the office of the Secretary of State on December 15, 2005, as further amended by the Certificate of Ownership and Merger, dated December 20, 2005, as filed in the office of the Secretary of State on December 20, 2005, as further amended by the Certificate of Merger of CDRT Merger Sub, Inc. with and into Emergency Medical Services, attaching the Second Amended and Restated Certificate of Incorporation of Emergency Medical Services, dated May 25, 2011, as filed in the office of the Secretary of State on May 25, 2011, and as further amended by the Certificate of Merger of EMS Executive Investco LLC with and into Emergency Medical Services, dated as of May 27, 2011, as filed in the office of the Secretary of State on May 27, 2011.

29.

The Certificate of Incorporation of Emergency Medical Services LP Corporation (formerly known as Emergency Medical Services L.P.), a Delaware corporation ("EMSLPC"), dated May 27, 2011, as filed in the office of the Secretary of State on May 27, 2011.

30.

The Certificate of Incorporation of Healthcare Administrative Services, Inc., a Delaware corporation ("Healthcare Administrative"), dated May 23, 1997, as filed in the office of the Secretary of State on May 23, 1997, as amended by the Certificate of Change of Location of Registered Office and of Registered Agent, dated March 6, 1998, as filed in the office of the Secretary of State on March 30, 1998, as further amended by the Certificate of Amendment to the Certificate of Incorporation of Healthcare Administrative, as filed in the office of the Secretary of State on July 9, 1998, and as further amended by the Certificate of Change of Location of Registered Office and of Registered Agent, dated January 29, 2003, as filed in the office of the Secretary of State on February 3, 2003.

31.

The Certificate of Incorporation of MEDIC ONE AMBULANCE SERVICES, INC., a Delaware corporation ("Medic One"), dated August 23, 1994, as filed in the office of the Secretary of State on August 24, 1994, as amended by the Certificate of Amendment of Certificate of Incorporation of Medic One, dated September 18, 1995, as filed in the office of the Secretary of State on September 21, 1995, as further amended by the Certificate of Change of Registered Agent and Registered Office, dated September 1, 1996, as filed in the office of the Secretary of State on December 23, 1996, and as further amended by the Certificate of Change of Location of Registered Office and of Registered Agent of Medic One, dated February 10, 2006, as filed in the office of the Secretary of State on February 21, 2006.

32.

The Certificate of Incorporation of MedicWest Holdings, Inc., a Delaware corporation ("MedicWest"), dated March 10, 1999, as filed in the office of the Secretary of State on March 15, 1999, as amended by the Certificate of Amendment of Certificate of Incorporation of MedicWest, dated as of April 25, 2001, as filed in the office of the Secretary of State on May 23, 2001, as further amended by the Certificate of Change of Location of Registered Office and/or Registered Agent, dated January 23, 2003, as filed in the office of the Secretary of State on February 14, 2003, as further amended by the Certificate of Amendment of Certificate of Incorporation of MedicWest, dated July 11, 2003, as filed in the office of the Secretary of State on July 22, 2003, as further amended by the Certificate of Amendment to the Certificate of Incorporation of MedicWest, dated June 11, 2007, as filed in the office of the Secretary of State on June 11, 2007, as further amended by the Certificate of Amendment to the Certificate of Incorporation of MedicWest, dated June 27, 2007, as filed in the office of the Secretary of State on June 27, 2007, and as further amended by the Certificate of Change of Location of Registered Office and of Registered Agent of MedicWest, dated May 1, 2008, as filed in the office of the Secretary of State on May 5, 2008.

33.

The Certificate of Incorporation of METRO AMBULANCE SERVICE (RURAL), INC., a Delaware corporation ("Metro Ambulance (Rural)"), dated August 9, 1994, as filed in the office of the Secretary of State on August 10, 1994, as amended by the Certificate of Amendment of Certificate of Incorporation of Metro Ambulance (Rural), dated September 18, 1995, as filed in the office of the Secretary of State on September 21, 1995, as further amended by the Certificate of Change of Registered Agent and Registered Office, dated September 1, 1996, as filed in the office of the Secretary of State on December 23, 1996, and as further amended by the Certificate of Change of Location of Registered Office and of Registered Agent of Metro Ambulance (Rural), dated February 10, 2006, as filed in the office of the Secretary of State on February 21, 2006.

34.

The Certificate of Incorporation of METRO AMBULANCE SERVICE, INC., a Delaware corporation ("Metro Ambulance"), dated August 3, 1994, as filed in the office of the Secretary of State on August 3, 1994, as amended by the Certificate of Amendment of Certificate of Incorporation of Metro Ambulance, dated September 18, 1995, as filed in the office of the Secretary of State on September 21, 1995, as further amended by the Certificate of Change of Registered Agent and Registered Office, dated September 1, 1996, as filed in the office of the Secretary of State on March 24, 1997, and as further amended by the Certificate of Change of Location of Registered Office and of Registered Agent, dated February 10, 2006, as filed in the office of the Secretary of State on February 21, 2006.

35.

The Certificate of Incorporation of Midwest Ambulance Management Company, a Delaware corporation ("Midwest Ambulance"), dated as of August 22, 1994, as filed in the office of the Secretary of State on August 22, 1994, as amended by the Certificate of Amendment Before Payment of Capital of Certificate of Incorporation of Midwest Ambulance, dated September 12, 1994, as filed in the office of the Secretary of State on September 12, 1994, as further amended by the Certificate of Change of Registered Agent and Registered Office, dated April 27, 1997, as filed in the office of the Secretary of State on May 5, 1997, and as further amended by the Certificate of Change of Location of Registered Office and of Registered Agent of Midwest Ambulance, dated February 10, 2006, as filed in the office of the Secretary of State on February 21, 2006.

36.

The Certificate of Incorporation of Mobile Medic Ambulance Service, Inc., a Delaware corporation ("Mobile Medic"), dated as of October 28, 1992, as filed in the office of the Secretary of State on October 28, 1992, as amended by the Certificate of Merger, dated November 3, 1992, as filed in the office of the Secretary of State on November 4, 1992, as further amended by the Certificate of Change of Registered Agent and Registered Office, dated September 1, 1996, as filed in the office of the Secretary of State on December 23, 1996, and as further amended by the Certificate of Change of Location of Registered Office and of Registered Agent of Mobile Medic, dated February 10, 2006, as filed in the office of the Secretary of State on February 21, 2006.

37.

The Certificate of Incorporation of Nevada Red Rock Ambulance, Inc., a Delaware corporation ("Nevada Red Rock"), dated December 19, 2006, as filed in the office of the Secretary of State on December 19, 2006, as amended by the Certificate of Amendment of Certificate of Incorporation of Nevada Red Rock, dated April 4, 2007, as filed in the office of the Secretary of State on April 4, 2007, and as further amended by the Certificate of Change of Location of Registered Office and of Registered Agent of Nevada Red Rock, dated October 11, 2007, as filed in the office of the Secretary of State on December 12, 2007.

38.

The Certificate of Incorporation of Nevada Red Rock Holdings, Inc., a Delaware corporation ("Red Rock Holdings"), dated April 13, 2007, as filed in the office of the Secretary of State on April 13, 2007, as amended by the Certificate of Change of Location of Registered Office and of Registered Agent of Red Rocks Holdings, dated October 11, 2007, as filed in the office of the Secretary of State on December 12, 2007.

39.

The Certificate of Incorporation of Provider Account Management, Inc., a Delaware corporation, dated November 7, 2001, as filed in the office of the Secretary of State on November 9, 2001.

40.

The Certificate of Incorporation of Radiology Staffing Solutions, Inc., a Delaware corporation, dated January 11, 2008, as filed in the office of the Secretary of State on January 14, 2008.

41.

The Certificate of Incorporation of Radstaffing Management Solutions, Inc., a Delaware corporation, dated January 29, 2008, as filed in the office of the Secretary of State on January 29, 2008.

42.

The Certificate of Incorporation of Seminole County Ambulance, Inc., a Delaware corporation ("Seminole County Ambulance"), dated March 25, 1992, as filed in the office of the Secretary of State on March 26, 1992, as amended by the Certificate of Amendment of Certificate of Incorporation of Seminole County Ambulance, dated August 21, 1992, as filed in the office of the Secretary of State on September 23, 1992, as further amended by the Certificate of Change of Registered Agent and Registered Office, dated November 22, 1995, as filed in the office of the Secretary of State on December 11, 1995, and as further amended by the Certificate of Change of Location of Registered Office and of Registered Agent of Seminole County Ambulance, dated March 8, 2006, as filed in the office of the Secretary of State on March 15, 2006.

43.

The Certificate of Incorporation of STAT Healthcare, Inc., a Delaware corporation ("STAT"), dated March 15, 1996, as filed in the office of the Secretary of State on March 15, 1996, as amended by the Certificate of Merger, dated June 24, 1996, as filed in the office of the Secretary of State on June 24, 1996, as further amended by the Certificate of Merger, dated December 10, 1996, as filed in the office of the Secretary of State on December 10, 1996, as amended and restated by the Restated Certificate of Incorporation of STAT, dated January 26, 1997, as filed in the office of the Secretary of State on February 27, 1997, as further amended by the Certificate of Change of Registered Agent and Registered Office, dated March 27, 1997, as filed in the office of the Secretary of State on May 2, 1997, as further amended by the Certificate of Change of Location of Registered Office and of Registered Agent, dated June 3, 1999, as filed in the office of the Secretary of State on June 7, 1999, as further amended by the Certificate of Change of Registered Agent and Registered Office, dated November 15, 2001, as filed in the office of the Secretary of State on November 21, 2001, and as further amended by the Certificate of Change of Location of Registered Office and of Registered Agent of STAT, dated March 8, 2006, as filed in the office of the Secretary of State on March 15, 2006.

Schedule E
LLC Certificates

1.

The Certificate of Formation of American Medical Response Delaware Valley, LLC, a Delaware limited liability company ("American Medical"), dated October 27, 1998, as filed in the office of the Secretary of State on October 27, 1998, as amended by the Certificate of Amendment to Certificate of Formation of American Medical, dated March 8, 2006, as filed in the office of the Secretary of State on March 15, 2006.

2.

The Certificate of Formation of AMR Brockton, L.L.C., a Delaware limited liability company ("AMR"), dated January 31, 2000, as filed in the office of the Secretary of State on February 1, 2000, as amended by the Certificate of Amendment to Certificate of Formation of AMR, dated February 10, 2006, as filed in the office of the Secretary of State on February 21, 2006.

3.

The Certificate of Formation of Apex Acquisition LLC, a Delaware limited liability company ("APEX"), dated October 30, 2009, as filed in the office of the Secretary of State on October 30, 2009, as amended by the Certificate of Amendment Changing Only the Registered Office or Registered Agent of a Limited Liability Company, as filed in the office of the Secretary of State on September 8, 2011.

4.

The Certificate of Formation of EMS Management LLC, a Delaware limited liability company ("EMS Management"), dated December 29, 2004, as filed in the office of the Secretary of State on December 29, 2004.

5.

The Certificate of Formation of EMS Offshore Medical Services, LLC, a Delaware limited liability company ("EMS Offshore"), dated as of March 5, 2009, as filed in the office of the Secretary of State on March 5, 2009, as amended by the Certificate of Amendment to the Certificate of Formation of EMS Offshore, dated April 17, 2009, as filed in the office of the Secretary of State on April 17, 2009.

6.

The Certificate of Formation of MSO Newco, LLC, a Delaware limited liability company ("MSO Newco"), dated November 6, 2009, as filed in the office of the Secretary of State on November 6, 2009.

7.

The Certification of Formation of Pinnacle Consultants Mid-Atlantic, L.L.C., a Delaware limited liability company ("Pinnacle Consultants"), dated December 18, 2009, as filed in the office of the Secretary of State on December 18, 2009.

8.

The Certificate of Formation of Seawall Acquisition, LLC, a Delaware limited liability company ("Seawall Acquisition"), dated as of April 16, 2010, as filed in the office of the Secretary of State on April 16, 2010.

9.

The Certificate of Formation of Sun Devil Acquisition LLC, a Delaware limited liability company ("Sun Devil Acquisition"), dated June 22, 2010, as filed in the office of the Secretary of State on June 22, 2010, as amended by the Certificate of Amendment Changing Only the Registered Office or Registered Agent of a Limited Liability Company, as filed in the office of the Secretary of State on September 8, 2011.

Schedule F
LLC Agreements

1.

The Limited Liability Company Agreement of American Medical, dated as of February 10, 2005, made by American Medical Response Mid-Atlantic, Inc., as the 100% member.

2.

The Limited Liability Company Agreement of AMR, dated as of February 4, 2000, made by American Medical Response of Massachusetts, Inc., a Massachusetts corporation ("AMR Mass"), as the sole member, as amended by the Amendment to the Limited Liability Company Agreement of AMR, dated as of April 15, 2005, made by AMR Mass, as the sole member, and as amended by Amendment No. 2 to the Limited Liability Company Agreement of AMR, dated as of May 25, 2011, made by AMR Mass, as the sole member.

3.

The Limited Liability Company Agreement of APEX, dated as of November 12, 2009, made by EmCare, as the sole member.

4.

The Operating Agreement of EMS Management, dated as of February 10, 2005, made by AMR Holdco and EmCare Holdco, as members, as amended by Amendment No. 1 to the Operating Agreement of EMS Management, dated as of May 25, 2011, made by AMR Holdco and EmCare Holdco, as members.

5.

The Operating Agreement of EMS Offshore, dated as of April 21, 2009, made by Medical Response, as the sole member.

6.

The Limited Liability Company Agreement of MSO Newco, dated November 6, 2009, made by Pinnacle Consultants Limited Partnership, a Texas limited partnership, as the sole member, as amended and restated by the First Amended and Restated Limited Liability Company Agreement of MSO Newco, dated December 18, 2009, made by APEX, as the sole member.

7.

The Third Amended and Restated Limited Liability Company Agreement of Pinnacle Consultants, dated as of December 18, 2009, made by APEX, as the sole member.

8.

The Operating Agreement of Seawall Acquisition, dated as of April 28, 2010, made by Medical Response, as the sole member.

9.

The Limited Liability Company Agreement of Sun Devil Acquisition, dated as of June 28, 2010, made by EmCare, as the sole member.

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Exhibit 5.8

Schedule A
Schedule B Corporations
Schedule C LLCs
Schedule D Certificates of Incorporation
Schedule E LLC Certificates
Schedule F LLC Agreements

EX-5.9

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Exhibit 5.9

[Letterhead of Brownstein Hyatt Farber Schreck, LLP]

September 26, 2011

American Investment Enterprises, Inc.
MedicWest Ambulance, Inc.
Mercy, Inc.
c/o Emergency Medical Services Corporation
6200 South Syracuse Way, Suite 200
Greenwood Village, Colorado 80111

Ladies and Gentlemen:

        We have acted as special Nevada counsel to American Investment Enterprises, Inc., a Nevada corporation ("AIE"), MedicWest Ambulance, Inc., a Nevada corporation ("MedicWest"), and Mercy, Inc., a Nevada corporation ("Mercy" and, together with AIE and MedicWest, the "Nevada Subsidiary Guarantors"), in connection with the filing of a registration statement on Form S-4 (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), relating to the proposed offering by Emergency Medical Services Corporation, a Delaware corporation (the "Issuer"), of up to an aggregate of $950,000,000 principal amount of the Issuer's 8.125% Senior Notes due 2019 (the "Exchange Notes"), which are to be registered under the Act pursuant to the Registration Statement, in exchange for an equal principal amount of the Issuer's outstanding 8.125% Senior Notes due 2019, issued pursuant to that certain Indenture, dated as of May 25, 2011, by and between CDRT Merger Sub, Inc., a Delaware corporation ("Merger Sub"), and Wilmington Trust, National Association (as successor by merger to Wilmington Trust FSB), as trustee (the "Trustee"), as amended by that certain First Supplemental Indenture, dated as of May 25, 2011, by and between Merger Sub and the Trustee, and by that certain Second Supplemental Indenture, dated as of May 25, 2011, by and among the Issuer, the subsidiary guarantors signatory thereto, including the Nevada Subsidiary Guarantors, and the Trustee (as so amended, the "Indenture"). The obligations of the Issuer pursuant to the Exchange Notes are to be guaranteed by the Nevada Subsidiary Guarantors pursuant to and as set forth in the Indenture (collectively, the "Guarantees").

        In our capacity as such counsel, we are familiar with the proceedings taken and proposed to be taken by the Issuer and the Nevada Subsidiary Guarantors in connection with the authorization and issuance of the Exchange Notes and the Guarantees, all as referenced in the Registration Statement. For purposes of this opinion letter, we have assumed that all such proceedings will be timely completed in the manner presently proposed and the terms of such issuance will be in compliance with applicable laws.

        We have made such legal and factual examinations and inquiries, including an examination of originals or copies certified or otherwise identified to our satisfaction as being true copies of the Registration Statement, the Indenture, the form of the Exchange Notes, the articles of incorporation and bylaws of each of the Nevada Subsidiary Guarantors, the resolutions of the board of directors of each of the Nevada Subsidiary Guarantors with respect to the Guarantees and such other documents, agreements, instruments and corporate records, as we have deemed necessary or appropriate for the purpose of issuing this opinion letter. We have also obtained from officers and other representatives and agents of the Issuer and the Nevada Subsidiary Guarantors and from public officials, and have relied upon, such certificates, representations and assurances as we have deemed necessary and appropriate for the purpose of issuing this opinion letter.

        Without limiting the generality of the foregoing, we have, with your permission, assumed without independent verification, that (i) except to the extent set forth in numbered opinion paragraph 3 below, each document we reviewed has been duly authorized, executed and delivered by the parties thereto, to the extent due authorization, execution and delivery are prerequisites to the effectiveness thereof; (ii) the

American Investment Enterprises, Inc.
MedicWest Ambulance, Inc.
Mercy, Inc.
September 26, 2011
Page 2

obligations of each party set forth in the documents we have reviewed are its valid and binding obligations, enforceable against such party in accordance with their respective terms; (iii) the statements of fact and representations and warranties set forth in the documents we reviewed are true and correct; (iv) each natural person executing a document has sufficient legal capacity to do so; (v) all documents submitted to us as originals are authentic, the signatures on all documents that we examined are genuine, and all documents submitted to us as certified, conformed, photostatic, electronic or facsimile copies conform to the original documents; and (vi) all corporate records made available to us by the Nevada Subsidiary Guarantors, and all public records we have reviewed, are accurate and complete.

        We are qualified to practice law in the State of Nevada. The opinions set forth herein are expressly limited to and based exclusively on the general corporate laws of the State of Nevada, and we do not purport to be experts on, or to express any opinion with respect to the applicability or effect of, the laws of any other jurisdiction. We express no opinion herein concerning, and we assume no responsibility as to laws or judicial decisions related to, or any orders, consents or other authorizations or approvals as may be required by, any federal laws, rules or regulations, including, without limitation, any federal securities laws, rules or regulations, any state securities or "Blue Sky" laws, rules or regulations.

        Based on the foregoing, and in reliance thereon, and having regard to legal considerations and other information that we deem relevant, we are of the opinion that:

        1.     Each of the Nevada Subsidiary Guarantors is validly existing and in good standing under the laws of the State of Nevada.

        2.     Each of the Nevada Subsidiary Guarantors has the corporate power and authority to execute, deliver and perform its obligations under the Indenture, including the Guarantees.

        3.     Each of the Nevada Subsidiary Guarantors has duly authorized the execution and delivery of the Indenture and the performance of its obligations thereunder, including the Guarantees. The Indenture has been duly executed and delivered by each of the Nevada Subsidiary Guarantors.

        The opinions expressed herein are based upon applicable Nevada law and the facts in existence as of the date of this opinion letter. In delivering this opinion letter to you, we disclaim any obligation to update or supplement the opinions set forth herein or to apprise you of any changes in such laws or facts after such time as the Registration Statement is declared effective. No opinion is offered or implied as to any matter, and no inference may be drawn, beyond the strict scope of the specific issues expressly addressed by the opinions set forth herein.

        We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement. In giving such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder. Subject to all of the qualifications, limitations, exceptions, restrictions and assumptions set forth herein, Debevoise & Plimpton LLP may rely on this opinion letter as if it were an addressee hereof on this date for the sole purpose of rendering its opinion letter to the Issuer relating to the validity of the Exchange Notes, as filed with the Commission as Exhibit 5.1 to the Registration Statement.

Very truly yours,

/s/ Brownstein Hyatt Farber Schreck, LLP

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Exhibit 5.9

EX-5.10

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Exhibit 5.10

[Letterhead of Stoel Rives LLP]

September 26, 2011

American Medical Response Northwest, Inc.
c/o Emergency Medical Services Corporation
6200 S. Syracuse Way
Greenwood Village, CO 80111

Re:

Registration Statement on Form S-4 Filed by Emergency Medical Services Corporation and the Guarantors (as defined below) Relating to the Exchange Offer (as defined below)

Ladies and Gentlemen:

        We have acted as special Oregon counsel for American Medical Response Northwest, Inc., an Oregon corporation (the "Oregon Guarantor"), in connection with the preparation and filing with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), by Emergency Medical Services Corporation, a Delaware corporation (the "Issuer"), of a Registration Statement on Form S-4 (the "Registration Statement") in connection with the exchange by the Issuer (the "Exchange Offer") of $950,000,000 aggregate principal amount of the Issuer's 8.125% Senior Notes due 2019 (the "Exchange Notes") in exchange for an equal principal amount of the Issuer's outstanding 8.125% Senior Notes due 2019 (the "Initial Notes").

        The Initial Notes were issued, and the related Exchange Notes will be issued, pursuant to an Indenture dated as of May 25, 2011, originally by and between CDRT Merger Sub, Inc. a Delaware corporation which merged with and into the Issuer on May 25, 2011 ("CDRT"), as issuer, and Wilmington Trust FSB, in its capacity as indenture trustee ("Indenture Trustee"), as amended and supplemented by a First Supplemental Indenture dated May 25, 2011 between CDRT and the Indenture Trustee, and as further amended and supplemented by a Second Supplemental Indenture dated May 25, 2011 between the Issuer, the Guarantors (as defined below) and the Indenture Trustee (collectively, the "Indenture"). The obligations of the Issuer pursuant to the Exchange Notes are each to be guaranteed by certain subsidiaries of the Issuer identified in the Registration Statement as guarantors, including the Oregon Guarantor (each a "Guarantor" and collectively, the "Guarantors"), pursuant to and as more particularly set forth in the Indenture (as applicable to the Oregon Guarantor, the "Guarantee", and such guarantees collectively, the "Guarantees").

A.    Documents and Matters Examined

        In rendering the opinions set forth in this opinion letter, we have examined the following documents:

American Medical Response Northwest, Inc.
c/o Emergency Medical Services Corporation
September 26, 2011
Page 2

        (a)   the Articles of Incorporation of the Oregon Guarantor as filed with the Oregon Secretary of State on May 31, 1968, and all amendments thereto;

        (b)   the Bylaws of the Oregon Guarantor as in effect as of the date hereof;

        (c)   the Certificate of Existence issued by the Oregon Secretary of State on September 16, 2011 with respect to the Oregon Guarantor (the "Certificate of Existence");

        (d)   the Unanimous Written Consent of the Board to Action Without Meeting adopted by the Board of Directors of the Oregon Guarantor on May 25, 2011;

        (e)   the Indenture (including the Guarantees set forth therein);

        (f)    the Exchange Notes; and

        (g)   the Registration Statement.

        In addition, we have examined the originals, or copies certified or otherwise identified to our satisfaction, of such other certificates of public officials and officers of the Oregon Guarantor and agreements, instruments and other documents as we have deemed necessary as a basis for the opinions expressed below.

        As to all matters of fact which form the basis of any opinion set forth in this opinion letter, we have relied without investigation or analysis upon the truth and accuracy of: (a) the representations and warranties of the Guarantors and Issuer which are set forth in the Registration Statement and Indenture; and (b) the certifications and statements of the officers and agents of the Issuer and Oregon Guarantor and the certifications and statements of any governmental or public officials in any certificates provided to us. Except to the extent expressly stated herein, we have not undertaken any independent investigation or inquiry to determine the existence or absence of any facts, and no inference as to our knowledge of the existence or absence of facts should be drawn from the fact of our representation as Oregon local counsel to the Oregon Guarantor in connection with the Registration Statement.

B.    Assumptions

        For purposes of this opinion letter, we have further relied, without investigation or analysis, on each of the following assumptions:

        B-1  The authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified or conformed copies or as reproductions or facsimile transmissions.

        B-2  The genuineness of all signatures on the Indenture, the Exchange Notes and any other documents executed pursuant thereto, and that all natural persons signing any such documents were, at the time of signing, legally competent to do so.

American Medical Response Northwest, Inc.
c/o Emergency Medical Services Corporation
September 26, 2011
Page 3

        B-3  The accuracy and completeness of all information provided, in written form or by electronic transmission, to us by offices of public record at the time given and as of the date of this opinion letter.

        B-4  With respect to all parties to the transactions contemplated by the Registration Statement and Indenture other than the Oregon Guarantor: (i) the due and valid authorization, execution and delivery of all documents delivered by such party as the legal, valid and binding obligations of such party; (ii) the legal and valid existence of such party under the laws of the jurisdiction in which it is incorporated or organized; (iii) the compliance by such party with all other legal requirements pertaining to its status as such status relates to its rights to enforce the documents to which it is a party; (iv) the compliance by such party with all applicable laws, rules and regulations governing the conduct of its business as related to the transactions contemplated by the Registration Statement; and (v) with respect to the Indenture Trustee, the due authentication of the Exchange Notes on behalf of the Indenture Trustee in the manner provided in the Indenture.

        B-5  The Registration Statement, and any amendments thereto (including post-effective amendments), will have become effective and the Exchange Notes will be issued and sold in compliance with applicable federal and state securities laws and in the manner described in the Registration Statement. We have further assumed that the Exchange Offer will be conducted on such terms and conditions as are set forth in the prospectus contained in the Registration Statement to which this opinion letter is filed as an exhibit.

        B-6  Any certificate, representation, other confirmation or other document upon which we have relied that was given or dated on or prior to the date of this opinion letter continues to remain accurate from such earlier date through and including the date of this opinion letter insofar as it relates to the opinions expressed herein.

C.    Opinions

        Based on the foregoing examinations and assumptions and subject to the qualifications, limitations and exclusions stated below, we are of the opinion that:

(1)

Based solely on the Certificate of Existence, the Oregon Guarantor is a corporation validly existing under the laws of the State of Oregon.



(2)

The Oregon Guarantor has all necessary corporate power and authority to perform its obligations under the Indenture, including the Guarantee of the Exchange Notes as set forth therein.



(3)

The execution, delivery, and performance by the Oregon Guarantor of the Indenture, including the Guarantee of the Exchange Notes set forth therein, have been duly authorized by all requisite corporate action on the part of the Oregon Guarantor.

American Medical Response Northwest, Inc.
c/o Emergency Medical Services Corporation
September 26, 2011
Page 4

(4)

The Indenture has been duly executed and delivered by the Oregon Guarantor.

D.    Qualifications, Limitations and Exclusions

        All of the opinions set forth in this opinion letter are expressly limited and qualified as follows.

        D-1 The law covered by the opinions expressed herein is limited to the laws of the State of Oregon as currently in effect (excluding laws of any county, municipality therein or other political subdivision thereof and any Oregon laws governing the issuance or sale of securities), and we do not express any opinions in this opinion letter concerning any other laws. Further, all federal laws, rules and regulations are expressly excluded from the scope of this opinion letter.

        D-2 This opinion is provided as a legal opinion only, and not as a guaranty or warranty of the matters discussed herein. Our opinion is limited to the matters expressly stated herein, and no other opinions may be implied or inferred.

        Our opinions herein are being furnished to you in connection with the Exchange Offer pursuant to the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the heading "Validity of the Notes" in the Registration Statement. In giving such consent, we do not hereby concede that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder, and the filing of this opinion shall not in any way be deemed an admission that this firm is an expert within the meaning of Section 7 of the Securities Act. No one is entitled to rely on our opinions in any other context. We further consent to the reliance by Debevoise & Plimpton LLP upon the opinions expressed herein as fully as if this opinion letter were addressed to it for purposes of any opinions being delivered and filed by it as an exhibit to the Registration Statement.

        This opinion letter and the opinions contained herein are as of the date set forth above, and we do not undertake to advise you of matters that may come to our attention subsequent to the date hereof and that may affect our legal opinions expressed herein.

Very truly yours,

/s/ Stoel Rives LLP
Stoel Rives LLP

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Exhibit 5.10

EX-5.11

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Exhibit 5.11

[EPSTEIN BECKER & GREEN, P.C. LETTERHEAD]

September 26, 2011

Templeton Readings, LLC
c/o Emergency Medical Services Corporation
6200 S. Syracuse Way. Suite 200
Greenwood Village, Colorado 80111

Debevoise & Plimpton LLP
919 Third Avenue
New York, New York 10022

Re:

Registration Statement on Form S-4

Ladies and Gentlemen:

        We have acted as special Maryland counsel for Templeton Readings, LLC, a Maryland limited liability company ("Guarantor"), in connection with the filing with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act") of a Registration Statement on Form S-4 filed with the Commission on September 26, 2011 (the "Registration Statement") relating to the exchange by Emergency Medical Services Corporation (the "Issuer") of $950,000,000 aggregate principal amount of the Issuer's 8.125% Senior Notes due 2019 (the "Old Notes"), for up to $950,000,000 aggregate principal amount of the Issuer's 8.125% Senior Notes due 2019 (the "New Notes"). The New Notes are to be registered under the Act pursuant to the Registration Statement. The New Notes are to be issued pursuant to that certain Indenture dated as of May 25, 2011, as amended by that certain First Supplemental Indenture dated as of May 25, 2011, and as further amended by that certain Second Supplemental Indenture dated as of May 25, 2011 (the "Indenture") among, the Issuer, the subsidiary guarantors signatory thereto, including the Guarantor, and Wilmington Trust FSB, as trustee (the "Trustee"). The obligations of the Issuer pursuant to the New Notes are each to be guaranteed by the Guarantors pursuant to and as set forth in the Indenture (the "Guarantee"). Capitalized terms used and not otherwise defined in this opinion letter have the meanings specified in the Transaction Documents (as defined below).

        Our opinions and statements herein are restricted to matters governed by the laws of the State of Maryland (excluding laws of any county or municipality therein or other political subdivision thereof). Except as indicated in the preceding sentence, we express no opinion as to any matter arising under the laws of any other jurisdiction, including, without limitation, the federal laws of the United States and the laws of the State of New York.

September 26, 2011
Page 2

        In connection with this opinion letter, we have examined copies identified to our satisfaction as true copies of the originals of the following documents (each, a "Reviewed Document" and, collectively, the "Reviewed Documents"):

        (1)   the Indenture;

        (2)   the form of the New Notes included as Exhibit B to the Indenture;

        (3)   a Certificate of the Sole Member of Guarantor dated May 25, 2011 (the "May 2011 Certificate"), attaching: (a) as Exhibit A, a true, correct and complete copy of the articles of organization of Guarantor, as amended through the date of the May 2011 Certificate; (b) as Exhibit B, a true, correct and complete copy of the operating agreement of Guarantor as in effect through the date of the May 2011 Certificate; (c) as Exhibit B-1, a true, correct and complete copy of the Written Consents of the Shareholders, Members, Boards of Directors, Managers and General Partners of the Subsidiaries of Emergency Medical Services Corporation, including EmCare, Inc., the sole Member of Guarantor (the "Member"), dated April 8, 2010; (d) as Exhibit C, a true, correct and complete copy of the unanimous written consent of Member dated May 25, 2011; and (e) as Exhibit D, an incumbency certificate of Member as of May 25, 2011;

        (4)   a Certificate of the Sole Member of Guarantor dated September 26, 2011 (the "September 2011 Certificate"), attaching: (a) as Exhibit A, a true, correct and complete copy of the articles of organization of Guarantor, as amended through the date of the September 2011 Certificate; (b) as Exhibit B, a true, correct and complete copy of the operating agreement of Guarantor as in effect through the date of the September 2011 Certificate, as modified by the Written Consents of the Shareholders, Members, Boards of Directors, Managers and General Partners of the Subsidiaries of Emergency Medical Services Corporation ("EMSC"), including Member, dated as of April 8, 2010, attached as Exhibit B-1, and as further modified by the Written Consents of the Boards of Directors of the Subsidiaries of EMSC, including Member, dated September 26, 2011, attached as Exhibit B-2; (d) as Exhibit C, a true, correct and complete copy of the unanimous written consent of Member dated May 25, 2011; and (e) as Exhibit D, an incumbency certificate of Member as of September 26, 2011;

        (5)   a certificate of the Department of Assessments and Taxation of the State of Maryland dated September 8, 2011, attesting to the continued existence and good standing of the Guarantor in the State of Maryland (the "Good Standing Certificate");

        (6)   a letter from Wolz Corporate USA, addressed to Debevoise & Plimpton LLP and provided to us for review, confirming the good standing of the Guarantor in the State of Maryland as of the date of this letter (the "Bring-Down Good Standing");

        (7)   the Registration Statement to be filed with the Commission; and

        (8)   such other agreements, certificates, documents, records and papers including, without limitation, certificates of public officials and certificates of representatives of the Guarantor, as we have deemed appropriate, in our professional judgment, to give the opinions and confirmations set forth below.

September 26, 2011
Page 3

        In connection with the opinions set forth below, we have not reviewed or relied on any certificate or writing in furnishing our opinions expressed herein other than as specifically referenced herein and we disclaim any obligation to do so. The documents specified in items (1) and (2) above are hereinafter each referred to individually as a "Transaction Document" and, collectively, as the "Transaction Documents".

        We have relied upon the factual representations made in the Reviewed Documents, certificates and results of public records searches listed above. We have conducted no further investigation of factual matters, nor do we assume responsibility thereof. In issuing this opinion letter, we have assumed, without independent investigation on our part, that:

        (a)   each Reviewed Document submitted to us as an original is authentic;

        (b)   each Reviewed Document submitted to us as a certified, conformed, telecopied, photostatic, electronic or execution copy conforms to the original of such document, and each such original is authentic;

        (c)   the signatures of all persons and entities executing the Transaction Documents and any other Reviewed Document (other than the Guarantor) are genuine;

        (d)   each natural person executing any Transaction Document is legally competent to do so at the time of such execution;

        (e)   each party to the Transaction Documents (other than the Guarantor) has the requisite power and authority (whether corporate, partnership, limited liability company or otherwise) to execute, deliver and perform its obligations under such Transaction Document;

        (f)    each Transaction Document has been, or will be, duly authorized, executed and delivered by each party thereto (other than the Guarantor);

        (g)   the Transaction Documents are enforceable against each of the parties thereto;

        (h)   the statements, recitals, representations and warranties as to matters of fact set forth in the Transaction Documents are accurate and complete;

        (i)    the New Notes have been duly authenticated on behalf of the Trustee in the manner provided in the Indenture; and

        (j)    all public records and certificates of any federal, state, county, municipal or other governmental agency or authority comprising the Reviewed Documents are accurate and complete.

September 26, 2011
Page 4

        We further note that our opinion set forth in #1 below is based solely on our receipt and review of the Good Standing Certificate and the Bring-Down Good Standing.

        Based on the foregoing and subject to the qualifications, assumptions and exceptions set forth in this letter, we are of the opinion that:

        1.     The Guarantor is a limited liability company legally existing and in good standing in the State of Maryland.

        2.     The Guarantor has the limited liability company power and authority to execute, deliver and perform its obligations under the Transaction Documents.

        3.     The execution, delivery and performance by the Guarantor of the Indenture, including the performance of the Guarantee set forth therein, have been duly authorized by all necessary limited liability company action on the part of the Guarantor.

        4.     The Indenture has been duly executed and delivered by the Guarantor.

        The opinions set forth in this letter are subject to the effects of: (A) bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization and moratorium laws, and other similar laws relating to or affecting enforcement of creditors/ rights or remedies generally; (B) general equitable principals (whether considered in a proceeding at law or in equity); and (C) concepts of good faith, reasonableness and fair dealing, and standards of materiality. We express no opinion with respect to any State of Maryland laws, rules or regulations governing the issuance or sale of securities.

        Our opinions herein are rendered as of the date hereof and we assume no obligation to advise you of changes in law or fact (or the effect thereof on the opinions expressed herein) that hereafter may come to our attention.

        The opinions herein are rendered in connection with the Registration Statement for the benefit of the Issuer and Debevoise & Plimpton LLP.

        We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the heading "Validity of the Notes" in the Registration Statement. In giving such consent, we do not hereby concede that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Very truly yours,
EPSTEIN BECKER & GREEN, P.C.
By:	/s/ George B. Breen George B. Breen A Member of the Firm

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Exhibit 5.11

EX-5.12

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Exhibit 5.12

[EPSTEIN BECKER & GREEN, P.C. LETTERHEAD]

September 26, 2011

Tidewater Ambulance Service, Inc.
Best Practices, Inc.
c/o Emergency Medical Services Corporation
6200 S. Syracuse Way, Suite 200
Greenwood Village, Colorado 80111

Debevoise & Plimpton LLP
919 Third Avenue
New York, New York 10022

Re:

Registration Statement on Form S-4

Ladies and Gentlemen:

        We have acted as special Virginia counsel for Tidewater Ambulance Service, Inc., a Virginia corporation ("Tidewater") and BestPractices, Inc., a Virginia corporation ("BestPractices", and, together with Tidewater, the "Guarantors"), in connection with the filing with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act") of a Registration Statement on Form S-4 filed with the Commission on September 26, 2011 (the "Registration Statement") relating to the exchange by Emergency Medical Services Corporation (the "Issuer") of $950,000,000 aggregate principal amount of the Issuer's 8.125% Senior Notes due 2019 (the "Old Notes"), for up to $950,000,000 aggregate principal amount of the Issuer's 8.125% Senior Notes due 2019 (the "New Notes"). The New Notes are to be registered under the Act pursuant to the Registration Statement. The New Notes are to be issued pursuant to the Indenture, dated as of May 25, 2011, as amended by that certain First Supplemental Indenture dated as of May 25, 2011, and as further amended by that certain Second Supplemental Indenture dated as of May 25, 2011 (the "Indenture") among, the Issuer, the subsidiary guarantors signatory thereto, including the Guarantors, and Wilmington Trust FSB, as trustee (the "Trustee"). The obligations of the Issuer pursuant to the New Notes are each to be guaranteed by the Guarantors pursuant to and as set forth in the Indenture (the "Guarantee"). Capitalized terms used and not otherwise defined in this opinion letter have the meanings specified in the Transaction Documents (as defined below).

        Our opinions and statements herein are restricted to matters governed by the laws of the

September 26, 2011
Page 2

Commonwealth of Virginia (excluding laws of any county or municipality therein or other political subdivision thereof). Except as indicated in the preceding sentence, we express no opinion as to any matter arising under the laws of any other jurisdiction, including, without limitation, the federal laws of the United States and the laws of the State of New York.

        In connection with this opinion letter, we have examined copies identified to our satisfaction as true copies of the originals of the following documents (each, a "Reviewed Document" and, collectively, the "Reviewed Documents"):

        (1)   the Indenture;

        (2)   the form of the New Notes included as Exhibit B to the Indenture;

        (3)   a Secretary's Certificate of certain entities, including but not limited to Tidewater and BestPractices, among others, dated May 25, 2011 (the "May 2011 Certificate"), attaching: (a) as Exhibit A, a true, correct and complete copy of the articles of incorporation or certificate of incorporation of Tidewater and BestPractices, as amended through the date of the May 2011 Certificate; (b) as Exhibit B, a true, correct and complete copy of the bylaws of Tidewater and BestPractices, as in effect through the date of the May 2011 Certificate; (c) as Exhibit B-1, a true, correct and complete copy of the Written Consents of the Shareholders, Members, Boards of Directors, Managers and General Partners of the Subsidiaries of Emergency Medical Services Corporation, including Tidewater, dated April 8, 2010; (d) as Exhibit C, a true, correct and complete copy of the unanimous written consent of the sole director of Tidewater and BestPractices, dated May 25, 2011; and (e) as Exhibit D, an incumbency certificate of each of Tidewater and BestPractices as of May 25, 2011;

        (4)   a Secretary's Certificate of certain entities, including but not limited to Tidewater and BestPractices, dated September 26, 2011 (the "September 2011 Certificate"), attaching: (a) as Exhibit A, a true, correct and complete copy of the articles of incorporation or certificate of incorporation of each of Tidewater and BestPractices, among others, as amended through the date of the September 2011 Certificate; (b) as Exhibit B, a true, correct and complete copy of the bylaws of each of Tidewater and BestPractices, among others, as in effect through the date of the September 2011 Certificate, as modified by the Written Consents of the Shareholders, Members, Boards of Directors, Managers and General Partners of the Subsidiaries of Emergency Medical Services Corporation, including Tidewater and BestPractices, among others, dated September 26, 2011, attached as Exhibit B-1, and as further modified by the Written Consents of the Boards of Directors of the Subsidiaries of EMSC, including Tidewater and BestPractices, dated September 26, 2011, attached as Exhibit B-2; (d) as Exhibit C, a correct and complete copy of the unanimous written consent of the sole director of each of Tidewater and BestPractices, among others, dated May 25, 2011; and (e) as Exhibit D, an incumbency certificate of each of Tidewater and BestPractices as of September 26, 2011;

        (5)   a certificate of the State Corporation Commission of the Commonwealth of Virginia dated September 9, 2011, attesting to the continued existence and good standing of Tidewater in the Commonwealth of Virginia (the "Tidewater Good Standing Certificate");

        (6)   a certificate of the State Corporation Commission of the Commonwealth of

September 26, 2011
Page 3

Virginia dated September 9, 2011, attesting to the continued existence and good standing of BestPractices in the Commonwealth of Virginia (the "BestPractices Good Standing Certificate and, together with the Tidewater Good Standing Certificate, the "Good Standing Certificates");

        (7)   a letter from Wolz Corporate USA, addressed to Debevoise & Plimpton LLP and provided to us for review, confirming the good standing of Tidewater in the Commonwealth of Virginia as of the date of this letter (the "Tidewater Bring-Down Good Standing");

        (8)   a letter from Wolz Corporate USA, addressed to Debevoise & Plimpton LLP and provided to us for review, confirming the good standing of BestPractices in the Commonwealth of Virginia as of the date of this letter (the "BestPractices Bring-Down Good Standing" and, together with the Tidewater Bring-Down Good Standing, the "Bring-Down Good Standings");

        (9)   the Registration Statement to be filed with the Commission; and

        (10) such other agreements, certificates, documents, records and papers including, without limitation, certificates of public officials and certificates of representatives of the Guarantors, as we have deemed appropriate, in our professional judgment, to give the opinions and confirmations set forth below.

        In connection with the opinions set forth below, we have not reviewed or relied on any certificate or writing in furnishing our opinions expressed herein other than as specifically referenced herein and we disclaim any obligation to do so. The documents specified in items (1) and (2) above are hereinafter each referred to individually as a "Transaction Document" and, collectively, as the "Transaction Documents".

        We have relied upon the factual representations made in the Reviewed Documents, certificates and results of public records searches listed above. We have conducted no further investigation of factual matters, nor do we assume responsibility thereof. In issuing this opinion letter, we have assumed, without independent investigation on our part, that:

        (a)   each Reviewed Document submitted to us as an original is authentic;

        (b)   each Reviewed Document submitted to us as a certified, conformed, telecopied, photostatic, electronic or execution copy conforms to the original of such document, and each such original is authentic;

        (c)   the signatures of all persons and entities executing the Transaction Documents and any other Reviewed Document (other than the Guarantors) are genuine;

        (d)   each natural person executing any Transaction Document is legally competent to do so at the time of such execution;

        (e)   each party to the Transaction Documents (other than the Guarantors) has the

September 26, 2011
Page 4

requisite power and authority (whether corporate, partnership, limited liability company or otherwise) to execute, deliver and perform its obligations under such Transaction Document;

        (f)    each Transaction Document has been, or will be, duly authorized, executed and delivered by each party thereto (other than the Guarantors);

        (g)   the Transaction Documents are enforceable against each of the parties thereto;

        (h)   the statements, recitals, representations and warranties as to matters of fact set forth in the Transaction Documents are accurate and complete;

        (i)    the New Notes have been duly authenticated on behalf of the Trustee in the manner provided in the Indenture; and

        (j)    all public records and certificates of any federal, state, county, municipal or other governmental agency or authority comprising the Reviewed Documents are accurate and complete.

        We further note that our opinions set forth in #1 below are based solely on our review of the Good Standing Certificates and the Bring-Down Good Standing Certificates, as applicable.

        Based on the foregoing and subject to the qualifications, assumptions and exceptions set forth in this letter, we are of the opinion that:

        1.     Each of Tidewater and BestPractices is a corporation legally existing and in good standing in the Commonwealth of Virginia.

        2.     Each of Tidewater and BestPractices has the corporate power and authority to execute, deliver and perform its respective obligations under the Transaction Documents.

        3.     The execution, delivery and performance by each of Tidewater and BestPractices of the Indenture, including the performance by each of them of the Guarantee set forth therein, have been duly authorized by all necessary corporate action on the part of each of Tidewater and BestPractices.

        4.     The Indenture has been duly executed and delivered by each of Tidewater and BestPractices.

        The opinions set forth in this letter are subject to the effects of: (A) bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization and moratorium laws, and other similar laws relating to or affecting enforcement of creditors/ rights or remedies generally; (B) general equitable principals (whether considered in a proceeding at law or in equity); and (C) concepts of good faith, reasonableness and fair dealing, and standards of materiality. We express no opinion with respect to any Commonwealth of Virginia laws, rules or regulations governing the issuance or sale of securities.

September 26, 2011
Page 5

        Our opinions herein are rendered as of the date hereof and we assume no obligation to advise you of changes in law or fact (or the effect thereof on the opinions expressed herein) that hereafter may come to our attention.

        The opinions herein are rendered in connection with the Registration Statement for the benefit of the Issuer and Debevoise & Plimpton LLP.

        We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the heading "Validity of the Notes" in the Registration Statement. In giving such consent, we do not hereby concede that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Very truly yours,
EPSTEIN BECKER & GREEN, P.C.
By:	/s/ Robert D. Reif Robert D. Reif A Member of the Firm

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Exhibit 5.12

EX-5.13

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Exhibit 5.13

ATTORNEYS AT LAW
  
555 SOUTH FLOWER STREET, SUITE 3500
LOS ANGELES, CA 90071-2411
213.972.4500 TEL
213.486.0065 FAX
foley.com
  
CLIENT/MATTER NUMBER
151192-0177

September 26, 2011

Kutz Ambulance Service, Inc.
c/o Emergency Medical Services Corporation
6200 S. Syracuse Way, Suite 200
Greenwood Village, Colorado 80111

Paramed, Inc.
c/o Emergency Medical Services Corporation
6200 S. Syracuse Way, Suite 200
Greenwood Village, Colorado 80111

Deveboise & Plimpton LLP
919 Third Avenue
New York, New York 10022

Re:

Registration Statement on Form S-4

Ladies and Gentlemen:

        We have acted as special Michigan counsel to Paramed, Inc., a Michigan corporation (the "Michigan Guarantor"), and as special Wisconsin counsel to Kutz Ambulance Service, Inc., a Wisconsin corporation (the "Wisconsin Guarantor"), in connection with the preparation and filing on September 26, 2011 by Emergency Medical Services Corporation, a Delaware corporation ("EMSC") with the Securities and Exchange Commission (the "Commission"), under the Securities Act of 1933, as amended (the "Securities Act"), of a Registration Statement on Form S-4 (the "Registration Statement"), including the prospectus constituting a part thereof (the "Prospectus"), relating to an offer to exchange (the "Exchange Offer") up to $950,000,000 aggregate principal amount of EMSC's new 8.125% Senior Notes due 2019 (the "New Notes"), which are subject to the Registration Statement, for an equal aggregate principal amount of EMSC's outstanding 8.125% Senior Notes due 2019, which were issued in transactions not registered under the Securities Act (the "Old Notes"). The Old Notes were issued, and the New Notes will be issued, pursuant to an Indenture, dated as of May 25, 2011 (the "Indenture"), as amended and supplemented, by and among EMSC, as issuer, Wilmington Trust FSB, as trustee, the Michigan Guarantor, the Wisconsin Guarantor, and the other subsidiary guarantors party thereto. The obligations of EMSC pursuant to the New Notes are each to be guaranteed by the Michigan Guarantor and the Wisconsin Guarantor as set forth in the Indenture (the "Guarantees").

BOSTON	JACKSONVILLE	MILWAUKEE	SAN DIEGO	SILICON VALLEY
BRUSSELS	LOS ANGELES	NEW YORK	SAN DIEGO/DEL MAR	TALLAHASSEE
CHICAGO	MADISON	ORLANDO	SAN FRANCISCO	TAMPA
DETROIT	MIAMI	SACRAMENTO	SHANGHAI	TOKYO
				WASHINGTON, D.C.

Kutz Ambulance Service, Inc.
Paramed, Inc.
Deveboise & Plimpton LLP
September 26, 2011
Page 2

        In connection with the foregoing, we have examined:

        a.     the Articles of Incorporation of the Michigan Guarantor and all amendments thereto, and the Bylaws of the Michigan Guarantor, each certified as of the date hereof by the Secretary or an Assistant Secretary of the Michigan Guarantor;

        b.     the Articles of Incorporation of the Wisconsin Guarantor and all amendments thereto and the Restated By-Laws of the Wisconsin Guarantor, each certified as of the date hereof by the Secretary or an Assistant Secretary of the Wisconsin Guarantor;

        c.     the Indenture; and

        d.     the form of New Note.

        We have also reviewed such other corporate records of the Michigan Guarantor and the Wisconsin Guarantor, such certificates of public officials and such other matters regarding the Michigan Guarantor and the Wisconsin Guarantor as we have deemed necessary or appropriate for the purposes of this opinion letter. For the purposes of our opinions stated in paragraph 1 below, we have relied solely on certificates, each dated a recent date, issued by the Department of Licensing and Regulatory Affairs of the State of Michigan and by the Department of Financial Institutions of the State of Wisconsin, as to the Michigan Guarantor and the Wisconsin Guarantor, respectively.

        Based upon and subject to the foregoing and the limitations, qualifications and exceptions set forth herein, when the Registration Statement, as then amended, shall have become effective under the Securities Act, and having regard for such legal considerations as we deem relevant, we are of the following opinions:

        1.     Each of the Michigan Guarantor and the Wisconsin Guarantor is a corporation validly existing and in good standing (or its equivalent) under the laws of the state of its incorporation.

        2.     Each of the Michigan Guarantor and the Wisconsin Guarantor has the corporate power and authority to execute, deliver and perform its respective obligations under the Indenture, including the Guarantees.

        3.     The execution, delivery and performance by the Michigan Guarantor and the Wisconsin Guarantor, respectively, of the Indenture, including the Guarantees set forth therein, have been duly authorized by all necessary corporate action on the part of the Michigan Guarantor and the Wisconsin Guarantor, as applicable.

* * * * *

Kutz Ambulance Service, Inc.
Paramed, Inc.
Deveboise & Plimpton LLP
September 26, 2011
Page 3

        All of the opinions expressed by us above are specifically subject to the following exceptions, qualifications and limitations:

        A.    We express no opinion as to the enforceability of any provision of the Indenture or the New Notes against any party thereto.

        B.    Our opinions expressed herein are limited to matters governed by the laws of the State of Michigan with respect to the Michigan Guarantor and by the laws of the State of Wisconsin with respect to the Wisconsin Guarantor, without giving effect to the principles of conflict of laws of either such State. We express no opinion or other assurance herein with respect to the laws of any other jurisdiction.

* * * * *

        We hereby consent to the reference to our firm under the caption "Validity of the Notes" in the Prospectus and the Registration Statement, and to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are "experts" within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required by Section 7 of the Securities Act.

Very truly yours,

/s/ Foley & Lardner LLP
Foley & Lardner LLP

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Exhibit 5.13

EX-5.14

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Exhibit 5.14

[Dinsmore & Shohl LLP Letterhead]

September 26, 2011

Physicians & Surgeons Ambulance Service, Inc.
c/o Emergency Medical Services Corporation
6200 S. Syracuse Way, Suite 200
Greenwood Village, Colorado 80111

Debevoise & Plimpton LLP
919 Third Avenue
New York NY 10022

Re:

Registration Statement on Form S-4
$950,000,000 Principal Amount of
8.125% Senior Notes due 2019

Ladies and Gentlemen:

        We have acted as special Ohio counsel to Physicians & Surgeons Ambulance Service, Inc., an Ohio corporation (the "Ohio Guarantor"), in connection with the preparation and filing with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), of a Registration Statement on Form S-4 filed with the Commission on or around September 26, 2011 (the "Registration Statement") relating to the exchange by Emergency Medical Services Corporation, a Delaware corporation (the "Issuer") of $950,000,000 aggregate principal amount of the Issuer's 8.125% Senior Notes due 2019 (the "Old Notes") for an aggregate principal amount of up to $950,000,000 of the Issuer's 8.125% Senior Notes due 2019 (the "New Notes"). The New Notes are to be registered under the Act pursuant to the Registration Statement. The New Notes are to be issued pursuant to the Indenture (the "Indenture"), dated as of May 25,

2011, by and between CDRT Merger Sub, Inc. and Wilmington Trust FSB as trustee (the "Trustee"), as amended by the First Supplemental Indenture, dated as of May 25, 2011, by and between CDRT Merger Sub, Inc. and the Trustee, and by the Second Supplemental Indenture, dated as of May 25, 2011, by and among the Issuer, the Subsidiary Guarantors named therein, including but not limited to the Ohio Guarantor, and the Trustee.

        In connection with this opinion, we have examined:

        (1)   the Indenture;

        (2)   the New Notes; and

        (3)   the corporate records of the Ohio Guarantor with respect to the formation and existence of the Ohio Guarantor.

        The Indenture, New Notes and the corporate records of the Ohio Guarantor with respect to the formation and existence of the Ohio Guarantor are sometimes herein referred to collectively as the "Transaction Documents".

        We have also reviewed such other corporate records of the Ohio Guarantor as we have deemed necessary or appropriate for purposes of this opinion letter. As to factual matters, we have assumed the correctness of and relied upon statements and other representations of the Ohio Guarantor and the officers thereof set forth in the Transaction Documents and in certificates provided pursuant to or in connection with the Transaction Documents or otherwise provided to us, and we have made no independent inquiries or investigations. For purposes of the opinions on the existence and good standing of the Ohio Guarantor, we have relied solely upon a certificate of existence of recent date, issued by the Secretary of State of Ohio.

        In making such examination and in expressing our opinions, we have further assumed, without investigation or inquiry:

        (a)   the due organization, existence and good standing of all parties to the Transaction Documents, except to the extent that we express an opinion in Paragraph 1 below regarding the existence and good standing of the Ohio Guarantor,

        (b)   the legal capacity of all natural persons,

        (c)   the due authorization of the Transaction Documents by all parties thereto, except to the extent that we express an opinion in Paragraph 1 below regarding the authorization of the Transaction Documents by the Ohio Guarantor,

        (d)   the due execution and delivery of the Transaction Documents by all parties thereto, except to the extent that we express an opinion in Paragraph 3 below regarding the execution and delivery of the Transaction Documents by the Ohio Guarantor,

        (e)   the due authentication of the New Notes on behalf of the Trustee in the manner provided in the Indenture,

2

        (f)    that all parties to the Transaction Documents have the legal right, power and authority to enter into the Transaction Documents and to consummate the transactions contemplated thereby, except to the extent that we express an opinion in Paragraph 2 below regarding the corporate power and corporate authority of the Ohio Guarantor,

        (g)   that all signatures on any executed documents furnished to us are genuine, all original documents submitted to us are complete, authentic originals and all certified or other reproductions of documents submitted to us conform to the complete, original documents,

        (h)   that the Transaction Documents are enforceable against the parties thereto in accordance with the Transaction Documents' terms, and

        (i)    that the indebtedness incurred and obligations undertaken pursuant to the Transaction Documents have been incurred and undertaken for adequate consideration.

        Based upon the foregoing and subject to the assumptions, limitations and qualifications herein set forth, we are of the opinion that:

        1.     The Ohio Guarantor is validly existing and in good standing as a corporation under the laws of Ohio.

        2.     The Ohio Guarantor has all necessary corporate power and corporate authority to execute and deliver the Transaction Documents to which it is a party and to enter into and perform its obligations thereunder.

        3.     The execution and delivery of the Transaction Documents to which it is a party and the performance and observance of the provisions thereof have been properly authorized by all necessary corporate actions on the part of the Ohio Guarantor.

        4.     The Indenture has been properly executed and delivered by the Ohio Guarantor.

        The opinions expressed herein are limited to the laws of the State of Ohio, and we do not express any opinion herein concerning any other laws.

        The opinions expressed herein are qualified as follows:

        (a)   We express no opinion as to the title to any property or the perfection or priority of any lien on or any security or other interest in any property.

        (b)   The authorization, validity, binding nature and enforceability of the Transaction Documents may be subject to Ohio corporation law restrictions relating to capital or other financial adequacy that would be applicable in the event that any indebtedness, obligation, liability or undertaking of the Ohio Guarantor under the Transaction Documents is deemed to be a dividend or distribution.

3

        Our opinion is rendered as of the date hereof and we assume no obligation to advise you of changes in law or fact (or the effect thereof on the opinions expressed herein) that hereafter may come to our attention.

        The opinions herein are rendered in connection with the Registration Statement for the benefit of the Ohio Guarantor and the benefit of Debevoise & Plimpton LLP.

        We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the heading "Validity of the Notes" in the Registration Statement. In giving such consent, we do not hereby concede that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Very truly yours,

Dinsmore & Shohl LLP

/s/ A. Scott Fruechtemeyer, Partner

4

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Exhibit 5.14

EX-5.15

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Exhibit 5.15

CABANISS, JOHNSTON, GARDNER, DUMAS & O'NEAL LLP
Park Place Tower
2001 Park Place North, Suite 700
Birmingham, Alabama 35203

September 26, 2011

Fountain Ambulance Service, Inc.
Hank's Acquisition Corp.
MedLife Emergency Medical Service, Inc.
c/o Emergency Medical Services Corporation
6200 S. Syracuse Way, Suite 200
Greenwood Village, Colorado 80111

Debevoise & Plimpton LLP
919 Third Avenue
New York, New York 10022

Re:

Registration Statement on Form S-4
$950,000,000 Principal Amount of 8.125% Senior Notes due 2019

Ladies and Gentlemen:

        We have acted as special Alabama counsel to Fountain Ambulance Service, Inc., an Alabama corporation ("Fountain"), Hank's Acquisition Corp., an Alabama corporation ("Hank's"), and MedLife Emergency Medical Service, Inc., an Alabama corporation ("MedLife," and together with Fountain and Hank's, collectively, the "Alabama Guarantors" and individually, an "Alabama Guarantor"), in connection with the filing with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), of a Registration Statement on Form S-4 filed with the Commission on September 26, 2011 (the "Registration Statement") relating to the proposed offering by Emergency Medical Services Corporation, a Delaware corporation (the "Issuer"), of $950,000,000 aggregate principal amount of the Issuer's 8.125% Senior Notes due 2019 (the "New Notes"), which are to be registered under the Act pursuant to the Registration Statement, in exchange for an equal principal amount of the Issuer's outstanding 8.125% Senior Notes (the "Old Notes"). The New Notes are to be issued pursuant to the Indenture, dated as of May 25, 2011, among CDRT Merger Sub, Inc., a Delaware corporation ("CDRT"), the subsidiary guarantors from time to time party thereto, and Wilmington Trust FSB, a federal savings bank, as trustee (the "Trustee"), as amended by the First Supplemental Indenture, dated as of May 25, 2011, among CDRT, the subsidiary guarantors from time to time party thereto and the Trustee, and as further amended by the Second Supplemental Indenture dated as of May 25, 2011 (together with the Indenture and the First Supplemental Indenture, the "Indenture"), among the Issuer, the subsidiary guarantors from time to time party thereto and the Trustee. The obligations of the Issuer pursuant to the New Notes are each to be guaranteed by the Alabama Guarantors pursuant to and as set forth in the Indenture (the "Guarantee").

        Our opinions and statements expressed herein are restricted to matters governed by the laws of the State of Alabama, excluding laws of any county, municipality or other political subdivision thereof.

Fountain Ambulance Service, Inc.
Hank's Acquisition Corp.
MedLife Emergency Medical Service, Inc.
Debevoise & Plimpton LLP
September 26, 2011
Page 2

We express no opinion as to any matter arising under the laws of any other jurisdiction, including, without limitation, the federal laws of the United States of America.

        In connection with this opinion, we have examined executed originals or counterparts or other copies identified to our satisfaction of the following documents (collectively, the "Reviewed Documents" and individually, a "Reviewed Document"):

(1)

the Indenture;



(2)

the form of the New Notes included as Exhibit A to the Indenture;



(3)

a certificate of the Secretary of the Alabama Guarantors, as of the date hereof certifying as to, among other things, (a) the articles of incorporation of the Alabama Guarantors and all amendments thereto, and the bylaws of the Alabama Guarantors; (b) a copy of the unanimous written consent of the sole director of certain subsidiaries of the Issuer, including the Alabama Guarantors, dated May 25, 2011, including all exhibits and attachments thereto and (c) a copy of the Action by Written Consent of the Sole Shareholder dated September 22, 2011 of each of the respective Alabama Guarantors (the "Secretary's Certificate");



(4)

certificates of the Secretary of State of the State of Alabama dated September 16, 2011, attesting to the continued corporate existence of the Alabama Guarantors in the State of Alabama;



(5)

certificates of the Department of Revenue of the State of Alabama dated September 16, 2011, and in the case of Hank's, September 20, 2011, attesting to the good standing of the Alabama Guarantors in the State of Alabama;



(6)

the Registration Statement to be filed with the Securities and Exchange Commission; and



(7)

such other agreements, certificates, documents, records and papers including, without limitation, certificates of public officials and certificates of representatives of the Alabama Guarantors, as we have deemed appropriate, in our professional judgment, to give the opinions and confirmations set forth below.

        The documents specified in items (1) and (2) above are hereinafter collectively called the "Transaction Documents" and individually, a "Transaction Document."

        We have relied upon the factual representations made in the Reviewed Documents, certificates and results of public records searches listed above and upon certificates or comparable documents of officers and representatives of the Issuer and the Alabama Guarantors. We have conducted no further

Fountain Ambulance Service, Inc.
Hank's Acquisition Corp.
MedLife Emergency Medical Service, Inc.
Debevoise & Plimpton LLP
September 26, 2011
Page 3

investigation of factual matters, nor do we assume responsibility therefor. In issuing this opinion letter, with your permission, we have assumed, without independent investigation on our part, that

        (a)   each Reviewed Document submitted to us as an original is authentic; each Reviewed Document submitted to us as a certified, conformed, telecopied, photostatic, electronic or execution copy conforms to the original of such document, and each such original is authentic; and all signatures appearing on Reviewed Documents are genuine;

        (b)   each party to a Transaction Document, other than the Alabama Guarantors, has the requisite power and authority (corporate, limited liability company, partnership or other) to execute, deliver and perform its obligations under such Transaction Document;

        (c)   all the Transaction Documents have been, or will be, duly authorized, executed and delivered by each party thereto, other than the Alabama Guarantors;

        (d)   the Transaction Documents are enforceable against each of the parties thereto;

        (e)   the form of and terms contained in the New Notes conform in all respects to the descriptions contained in the Indenture;

        (f)    none of the parties to the Indenture, other than the Alabama Guarantors, is transacting business in the State of Alabama unless it is properly registered or qualified to transact business in the State of Alabama or exempt from such registration or qualification;

        (g)   all natural persons who have signed or will sign any of the Reviewed Documents had, or will have, as the case may be, the legal capacity to do so at the time of such signature; and

        (h)   the statements, recitals, representations and warranties as to matters of fact set forth in the Transaction Documents are accurate and complete. We have not reviewed any organizational documents of the Alabama Guarantors other than the Secretary's Certificate and the documents attached thereto, and the Certificates of Existence and Certificates of Good Standing referred to in clauses (5) and (6) above, and we assume that these organizational documents are true, accurate and complete in all respects as of the date of this letter.

        Based upon the foregoing and subject to the assumptions, qualifications and limitations set forth herein, we are of the opinion that as of this date:

1.

Each of the Alabama Guarantors is a corporation validly existing and in good standing under the laws of the State of Alabama. In giving the opinion contained in this paragraph, we have relied solely on the certificates of the Alabama Secretary of State and the Alabama Department of Revenue referred to in clauses (4) and (5) above, and we have not made any independent investigation with respect thereto.

Fountain Ambulance Service, Inc.
Hank's Acquisition Corp.
MedLife Emergency Medical Service, Inc.
Debevoise & Plimpton LLP
September 26, 2011
Page 4

2.

Each of the Alabama Guarantors has the requisite corporate power and authority to execute and deliver the Indenture and perform its obligations under the Indenture, including the Guarantee.



3.

The execution, delivery and performance by the Alabama Guarantors of the Indenture, including the Guarantee set forth therein, have been duly authorized by all necessary corporate action on the part of each of the Alabama Guarantors. The Indenture has been duly executed and delivered by the Alabama Guarantors.

        Our opinions and confirmations set forth above are subject to the following additional qualifications and limitations:

A.

We express no opinion on any matter that is affected by any actual fact or circumstance inconsistent with or contrary to any assumption set forth in this opinion letter or in any certificate or document referred to herein as one on which we have relied.



B.

We express no opinion with respect to any federal or state securities laws, tax laws or antitrust laws.



C.

We express no opinion as to (i) the existence, adequacy, payment or receipt of consideration or value, including, without limitation, whether each of the Alabama Guarantors received adequate consideration and value in exchange for incurring the obligations and liabilities imposed upon it by or in connection with the Indenture and the Guarantees, or (ii) the title to any property of any of the Alabama Guarantors.



D.

Our opinions set forth in this opinion letter are based upon the facts in existence and the laws in effect on the date hereof, and we expressly disclaim any obligation to update or supplement our opinions in response to changes in the law becoming effective, or future events or circumstances affecting the transactions contemplated by the Transaction Documents, after the date of effectiveness of the Registration Statement. This opinion is limited to the matters expressly stated herein. No implied opinion may be inferred to extend this opinion beyond the matters expressly stated herein.

        We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the heading "Validity of the Notes" in the Registration Statement. In giving such consent, we do not hereby concede that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Yours very truly,

CABANISS, JOHNSTON, GARDNER,
DUMAS & O'NEAL LLP

/s/ Cabaniss, Johnston, Gardner, Dumas & O'Neal LLP

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Exhibit 5.15

EX-5.16

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Exhibit 5.16

[Letterhead of Goodsill Anderson Quinn & Stifel A Limited Liability Law Partnership LLP]

September 26, 2011

International Life Support, Inc.
c/o Emergency Medical Services Corporation
6200 S. Syracuse Way, Suite 200
Greenwood Village, CO 80111

Debevoise & Plimpton LLP
919 Third Avenue
New York, NY 10022

Re:

Registration Statement on Form S-4
$950,000,000 Principal Amount of
8.125% Senior Secured Notes due 2019

Ladies and Gentlemen:

        We have acted as Hawaii local counsel to International Life Support, Inc., a Hawaii corporation (the "Hawaii Guarantor"), in connection with the filing with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), of a Registration Statement on Form S-4 filed with the Commission on the date hereof (the "Registration Statement") relating to the exchange by Emergency Medical Services Corporation, a Delaware corporation (the "Issuer"), of $950,000,000 aggregate principal amount of the Issuer's 8.125% Senior Notes due 2019 (the "Old Notes"), for up to $950,000,000 aggregate principal amount of the Issuer's 8.125% Senior Notes due 2019 (the "New Notes"), which are to be registered under the Act pursuant to the Registration Statement. The New Notes are to be issued pursuant to the Indenture, dated May 25, 2011, by and between CDRT Merger Sub, Inc. and Wilmington Trust FSB as trustee (the "Trustee") (the "Original Indenture"), as amended by the First Supplemental Indenture, dated May 25, 2011 by and between CDRT and the Trustee (the "First Supplemental Indenture"), and by the Second Supplemental Indenture dated May 25, 2011 by and among Emergency Medical Services Corporation, the various subsidiary guarantors named therein (including the Hawaii Guarantor) and the Trustee (the "Second Supplemental Indenture" and, together with the Original Indenture and the First Supplemental Indenture, the "Indenture"). The obligations of the Issuer pursuant to the New Notes are to be guaranteed by the Hawaii Guarantor pursuant to and as set forth in the Indenture (the "Guarantee").

International Life Support, Inc.
September 26, 2011
Page 2

        Our opinions and statements expressed herein are restricted to matters governed by the laws of the State of Hawaii (excluding laws of any county, municipality therein or other political subdivision thereof). We express no opinion as to any matter arising under the laws of any other jurisdiction, including, without limitation, the federal laws of the United States of America and laws of the State of New York.

        In connection with this opinion letter, we have examined and relied on executed originals or counterparts or other copies identified to our satisfaction of the following agreements, records, instruments and other documents as we have deemed necessary for purposes of the opinions expressed herein and we have made such investigation of law as we have deemed appropriate as the basis for such opinion (collectively, the "Reviewed Documents" and individually, a "Reviewed Document"):

        (1)   the Indenture;

        (2)   the form of the New Notes included as Exhibit B to the Indenture;

        (3)   a certificate of the corporate secretary of the Hawaii Guarantor dated as of the date hereof certifying as to, among other things, (a) the articles of association and bylaws of the Hawaii Guarantor and all amendments thereto and (b) written consents in lieu of meetings of the board of directors and sole shareholder of the Hawaii Guarantor;

        (4)   a certificate of the Director of the Department of Commerce and Consumer Affairs of the State of Hawaii, attesting to the corporate existence and good standing of the Hawaii Guarantor in the State of Hawaii;

        (5)   the Registration Statement in the final form to be filed with the Securities and Exchange Commission on the date hereof; and

        (6)   such other agreements, certificates, documents, records and papers, including, without limitation, certificates of public officials, reports of government agencies and certificates of representatives of the Hawaii Guarantor, as we have deemed appropriate as a basis for rendering the opinions set forth below.

        We have relied upon the factual representations made in the Reviewed Documents and certificates referred to above. We have conducted no further investigation of factual matters, nor do we assume responsibility therefor. In issuing this opinion letter, with your permission, we have assumed, without independent investigation on our part, that (a) all documents submitted to us as originals are authentic and complete; (b) all documents submitted to us as copies or forms conform to the originals; (c) all signatures are genuine; (d) the Issuer and each other party to the Indenture (other than the Hawaii Guarantor, as to which we express our opinions in paragraphs 1 and 2 below) and the New Notes are validly existing and in good standing and have the requisite power and authority (corporate, limited liability company, partnership or other) to execute, deliver and perform its obligations under the Indenture and the New Notes; (e) the Indenture and the

International Life Support, Inc.
September 26, 2011
Page 3

New Notes have, or will be, duly authorized, executed and delivered by each party thereto (other than the Hawaii Guarantor as to which we express our opinion in paragraph 3 below); (f) the Indenture and the New Notes are enforceable against each of the parties thereto in accordance with their terms; (g) all natural persons who have signed or will sign the Indenture or the New Notes had, or will have, as the case may be, the legal capacity to do so at the time of such signature; (h) the statements, recitals, representations and warranties as to matters of fact set forth in the Indenture and the New Notes are accurate and complete; (i) the indebtedness incurred and the obligations undertaken in the Indenture (including by the Hawaii Guarantor) and the New Notes have been incurred and undertaken for adequate consideration; and (j) the Board of Directors of the Hawaii Guarantor has complied with its fiduciary duties in approving the execution, delivery and performance by the Hawaii Guarantor of its obligations under the Indenture and the New Notes.

        Based upon the foregoing, and subject to the assumptions, qualifications and limitations set forth herein, we are of the opinion that, as of this date:

        1.     The Hawaii Guarantor is a corporation validly existing and in good standing under the laws of the State of Hawaii.

        2.     The Hawaii Guarantor has the corporate power and authority to execute, deliver and perform its obligations under the Indenture, including the Guarantee.

        3.     The execution, delivery and performance by the Hawaii Guarantor of the Indenture, including the Guarantee set forth therein, have been duly authorized by all necessary corporate action on the part of the Hawaii Guarantor and the Indenture has been duly executed and delivered by the Hawaii Guarantor.

        Our opinions set forth above are subject to the following additional qualifications and limitations:

        A.    We express no opinion on any matter that is affected by any actual fact or circumstance inconsistent with or contrary to any assumption set forth in this opinion letter or in any certificate or document referred to herein as one on which we have relied.

        B.    We express no opinion with respect to any State of Hawaii laws, rules or regulations governing the issuance or sale of securities.

        C.    The opinion set forth in paragraph 1 above as to the valid existence and good standing of the Hawaii Guarantor is based solely upon the certificate of good standing issued by the Director of the Department of Commerce and Consumer Affairs of the State of Hawaii on September 19, 2011.

        D.    Our opinions set forth above are subject to the effects of (i) bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization and moratorium laws, and

International Life Support, Inc.
September 26, 2011
Page 4

other similar laws relating to or affecting creditors' rights or remedies generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law); and (iii) restrictions relating to capital or other financial adequacy that would be applicable in the event that any indebtedness, obligation, liability or undertaking of the Hawaii Guarantor under the Indenture and the New Notes, including the Guarantee, is deemed to be a dividend or distribution.

        E.    Our opinions set forth in this opinion letter are based upon the facts in existence and the laws in effect on the date hereof, and we expressly disclaim any obligation to update or supplement our opinions notwithstanding any changes in applicable law becoming effective, or future events or circumstances affecting the opinions expressed herein or the transactions contemplated by the Indenture or the New Notes, after the date of effectiveness of the Registration Statement. This opinion is limited to the matters expressly stated in paragraph 1, 2 and 3 above and no implied opinion may be inferred to extend this opinion beyond the matters expressly stated herein.

        We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the heading "Validity of the Notes" in the Registration Statement. In giving such consent, we do not hereby concede that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ GOODSILL ANDERSON QUINN & STIFEL
A Limited Liability Law Partnership LLP

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Exhibit 5.16

EX-5.17

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Exhibit 5.17

Stephen W. Sutherlin
Attorney at Law

Telephone: 317-639-5454
Fax: 317-632-1319
E-mail: ssutherlin@silegal.com

September 26, 2011

Mercy Ambulance of Evansville, Inc.
c/o Emergency Medical Service Corporation
6200 South Syracuse Way, Suite 200
Greenwood, Colorado 80111

Debevoise & Plimpton LLP
919 Third Avenue
New York, New York 10022

Ladies and Gentlemen:

        We have acted as special Indiana counsel to Mercy Ambulance of Evansville, Inc., an Indiana corporation (the "Indiana Guarantor") in connection with the preparation and filing with the Securities and Exchange Commission ("Commission") under the Securities Act of 1933, as amended (the "Act"), of a Registration Statement on Form S-4 filed with the Commission on September 26, 2011 (the "Registration Statement") relating to the exchange by Emergency Medical Services Corporation (the "Issuer") of $950,000,000 aggregate principal amount of the Issuer's 8.125% Senior Notes due 2019 (the "Old Notes"), for up to $950,000,000 aggregate principal amount of the Issuer's 8.125% Senior Notes due 2019 (the "New Notes"), which are to be registered under the Act pursuant to the Registration Statement. The New Notes are to be issued pursuant to the Indenture, dated as of May 25, 2011, among CDRT Merger Sub, Inc., a Delaware corporation ("CRDT"), Wilmington Trust FSB, a federal savings bank, as trustee (the "Trustee"), the Indiana Guarantor and other parties named therein, as amended by the First Supplemental Indenture, dated as of May 25, 2011, among CRDT, Trustee, the Indiana Guarantor and the other parties named therein, as further amended by the Second Supplemental Indenture, dated as of May 25, 2011 (together with such indenture, the "Indenture"), among the Issuer, as successor to CRDT, the Trustee, the Indiana Guarantor and the other parties named therein.

        In connection with this opinion, we have examined:

1)

the Indenture;



2)

the form of the New Notes included as Exhibit A to the Indenture;

September 26, 2011
Page 2

3)

the Registration Statement; and



4)

the corporate records of the Indiana Guarantor with respect to the formation and existence of the Indiana Guarantor.

        The Indenture and the New Notes are sometimes herein referred to collectively as the "Transaction Documents."

        We have also reviewed such other corporate records of the Issuer and the Indiana Guarantor, such certificates of public officials and such other matters regarding the Issuer and the Indiana Guarantor as we have deemed necessary or appropriate for purposes of this opinion letter. As to factual matters, we have assumed the correctness of and relied upon statements and other representations of the Issuer and the Indiana Guarantor and the officers thereof set forth in the Transaction Documents and in certificates provided pursuant to or in connection with the Transaction Documents or otherwise provided to us, and upon certificates of public officials, and we have made no independent inquiries or investigations. For purposes of the opinions on the existence of the Indiana Guarantor, we have relied solely upon a certificate of existence of recent date, issued by the Secretary of State of Indiana.

        In making such examination and in expressing our opinions, we have further assumed, without investigation or inquiry:

(a)

the due organization, existence and good standing of all parties to the Transaction Documents, except to the extent that we express an opinion in paragraph 1 below regarding the existence of the Indiana Guarantor,



(b)

the legal capacity of all natural persons,



(c)

the due authorization of the Transaction Documents by all parties thereto, except to the extent that we express an opinion in paragraph 3 below regarding the authorization of the Transaction Documents by the Indiana Guarantor,



(d)

the due execution and delivery of the Transaction Documents by all parties thereto, except to the extent that we express an opinion in paragraph 3 below regarding the execution and delivery of the Transaction Documents by the Indiana Guarantor,



(e)

the due authorization of the New Notes by the Trustee in the manner provided for in the Indenture,

September 26, 2011
Page 3

(f)

that all parties to the Transaction Documents have the legal right, power and authority to enter into the Transaction Documents and to consummate the transactions contemplated thereby, except to the extent that we express an opinion in paragraph 2 below regarding the corporate power and corporate authority of the Indiana Guarantor,



(g)

that all signatures on any executed documents furnished to us are genuine, all original documents submitted to us are complete, authentic originals and all certified or other reproductions of documents submitted to us conform to the complete, original documents,



(h)

that the Transaction Documents are enforceable against the parties thereto in accordance with the Transaction Documents' terms, and



(i)

that the indebtedness incurred and obligations undertaken pursuant to the Transaction Documents have been incurred and undertaken for adequate consideration.

        Based upon the foregoing and subject to the assumptions, limitations and qualifications herein set forth, we are of the opinion that:

        1.     The Indiana Guarantor is a corporation validly existing under the laws of the State of Indiana.

        2.     The Indiana Guarantor has all necessary corporate power and corporate authority to execute and deliver the Transaction Documents to which it is a party and to enter into and perform its obligations thereunder.

        3.     The execution and delivery of the Transaction Documents to which it is a party and the performance and observance of the provisions thereof have been properly authorized by all necessary corporate actions on the part of the Indiana Guarantor. The Indenture has been duly executed and delivered by the Indiana Guarantor.

        The opinions expressed herein are limited to the laws of the State of Indiana, and we do not express any opinion herein concerning any other laws.

        The opinions expressed herein are qualified as follows:

(a)

We express no opinion as to the title to any property or the perfection or priority of any lien on or any security or other interest in any property.

September 26, 2011
Page 4

(b)

The authorization, validity, binding nature and enforceability of the Transaction Documents may be subject to Indiana corporation law restrictions relating to capital or other financial adequacy that would be applicable in the event that any indebtedness, obligation, liability or undertaking of the Company under the Transaction Documents is deemed to be a dividend or distribution.

        Our opinion is rendered as of the date of effectiveness of the Registration Statement and we assume no obligation to advise you of changes in law or fact (or the effect thereof on the opinions expressed herein) that hereafter may come to our attention.

        Our opinions herein are rendered in connection with the Registration Statement for the benefit of the Issuer and the benefit of Debevoise & Plimpton, LLP.

        We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the heading "Validity of the Notes" in the Registration Statement. In giving such consent, we do not hereby concede that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Sincerely,

STEWART & IRWIN, P.C.

/s/ Stephen W. Sutherlin
Stephen W. Sutherlin

SWS/vlj

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Exhibit 5.17

EX-12.1

Exhibit 12.1

Emergency Medical Services, L.P.

Computation of Ratio of Earnings to Fixed Charges

(dollars in thousands)

						Period	Period
						from	from
						1-Jan	May 25,
						through	through
	Year ended December 31,					May 24,	June 30,
	2006	2007	2008	2009	2010	2011	2011
Net income	39,071	59,818	84,847	115,239	131,724	20,668	5,826
Tax expense	24,961	36,104	52,530	65,685	79,126	19,242	4,158
Pre-tax income	64,032	95,922	137,377	180,924	210,850	39,910	9,984
Fixed charges:
Interest expense and amortization of debt issue costs	45,605	46,948	42,087	40,996	22,912	7,886	17,950
Rentals - 25%	9,140	9,257	9,711	9,718	10,232	4,148	1,081
Total fixed charges	54,745	56,205	51,798	50,714	33,144	12,034	19,031
Pre-tax income plus total fixed charges	118,777	152,127	189,175	231,638	243,994	51,944	29,015
Ratio of earnings to fixed charges	0.46	0.37	0.27	0.22	0.14	0.23	0.66

EX-21.1

Exhibit 21.1

Subsidiaries of

Emergency Medical Services Corporation

and

Emergency Medical Services L.P.

Entity Name	Jurisdiction of Formation	Doing Business As
EmCare HoldCo, Inc.	Delaware	N/A
EmCare Holdings, Inc.	Delaware	N/A
EmCare, Inc.	Delaware	N/A
EMCA Insurance Company, Ltd. N/A	Cayman Islands	N/A
EmCare of California, Inc.	California	N/A
EmCare Physician Providers, Inc.	Missouri	N/A
EmCare Physician Services, Inc.	Delaware	N/A
Emergency Medicine Education Systems, Inc.	Texas	N/A
Healthcare Administrative Services, Inc.	Delaware	Healthcare Services of Georgia, Inc.
Reimbursement Technologies, Inc.	Pennsylvania	N/A
American Emergency Physicians Management, Inc.	California	N/A
Physician Account Management, Inc.	Florida	N/A
Provider Account Management, Inc.	Delaware	N/A
EMS Management, LLC	Delaware	N/A
American Medical Response, Inc.	Delaware	N/A
Hank’s Acquisition Corp.	Alabama	N/A
Fountain Ambulance Service, Inc.	Alabama	N/A
MedLife Emergency Medical Service, Inc.	Alabama	N/A
Affilion, Inc.	Delaware	N/A
American Medical Response Ambulance Service, Inc.	Delaware	American Medical Response
		AMR
		National College of Technical Instruction
		NCTI
AMR HoldCo, Inc.	Delaware	N/A
Blythe Ambulance Service	California	N/A

Entity Name	Jurisdiction of Formation	Doing Business As
Clinical Partners Management Company, LLC	Texas	N/A
EmCare Anesthesia Providers, Inc.	Delaware	N/A
American Medical Response Northwest, Inc.	Oregon	AMR Northwest, Inc.
		Buck Medical Services, Inc.
		Buck Healthcare Services
		Buck Medical
		Clark County Wheelchair Transportation
		Medix
		Pramed
		American Medical Response (AMR)
American Medical Response West	California	American Medical Response
		AMR
		Northern California Training Institute
		American Medical Response (AMR)
		911 Emergency Services
		Sonoma Life Support
		Mobile Life Support
Metropolitan Ambulance Service	California	N/A
American Medical Response of Inland Empire	California	AMR
		American Medical Response
Desert Valley Medical Transport, Inc.	California	American Medical Response (AMR)
Springs Ambulance Service, Inc.	California	American Medical Response (AMR)
American Medical Response of Colorado, Inc.	Delaware	N/A
International Life Support, Inc.	Hawaii	American Medical Response (AMR)
Medevac MidAmerica, Inc.	Missouri	American Medical Response
Medevac Medical Response, Inc.	Missouri	American Medical Response
American Medical Response of Oklahoma, Inc.	Delaware	American Medical Response (AMR)
American Medical Response of Texas, Inc.	Delaware	American Medical Response
Kutz Ambulance Service, Inc.	Wisconsin	American Medical Response (AMR)
American Medical Response Holdings, Inc.	Delaware	N/A

Entity Name	Jurisdiction of Formation	Doing Business As
American Medical Response Management, Inc.	Delaware	N/A
Regional Emergency Services, LP	Delaware	N/A
Global Medical Response of India Limited	Mauritius	N/A
Gold Coast Ambulance Service	California	N/A
Northwood Anesthesia Associates, LLC	Florida	N/A
River Medical Incorporated	Arizona	N/A
A1 Leasing, Inc.	Florida	N/A
Florida Emergency Partners, Inc.	Texas	N/A
Mobile Medic Ambulance Service, Inc.	Delaware	American Medical Response (AMR)
Metro Ambulance Service, Inc.	Delaware	American Medical Response (AMR)
Metro Ambulance Service (Rural), Inc.	Delaware	American Medical Response
		AMR
Medic One Ambulance Services, Inc.	Delaware	American Medical Response
		AMR
American Medical Response of South Carolina, Inc.	Delaware	American Medical Response
		AMR
American Medical Response of North Carolina, Inc.	Delaware	N/A
American Medical Response of Georgia, Inc.	Delaware	N/A
Troup County Emergency Medical Services, Inc.	Georgia	N/A
Randle Eastern Ambulance Service, Inc.	Florida	American Medical Response
Medi-Car Systems, Inc.	Florida	American Medical Response
		AMR
Medi-Car Ambulance Service, Inc.	Florida	American Medical Response
American Medical Response of Tennessee, Inc.	Delaware	American Medical Response (AMR)

Entity Name	Jurisdiction of Formation	Doing Business As
Physicians & Surgeons Ambulance Service, Inc.	Ohio	American Medical Response
		AMR
		American Medical Response of Ohio
		AMR of Ohio
		P & S Ambulance Service
American Medical Response of Illinois, Inc.	Delaware	American Medical Response
Midwest Ambulance Management Company	Delaware	N/A
Seawall Acquisition, LLC	Delaware	N/A
Sun Devil Acquisition, LLC	Delaware	N/A
V.I.P. Professional Services, Inc.	California	N/A
Paramed, Inc.	Michigan	American Medical Response
		Ambucare
		E.M.T.S., Inc.
		Fleet Ambulance
		American Medical Response of Michigan
		AMR of Michigan
		ABC Courier Service
		Life Line Ambulance Service, Inc.
		Paramed
		Paravan
		Pulse Emergency Medical Systems
		Riverside E.M.S.
		Suburban Ambulance Service
Mercy Ambulance of Evansville, Inc.	Indiana	American Medical Response—AMR
		Ambucare
		Mercy Ambucare
		Mercy Ambulance of Evansville
		AMR
		AMR of Indiana
		American Medical Response of Indiana
		American Medical Response
		Premier Mobility Service

Entity Name	Jurisdiction of Formation	Doing Business As
Tidewater Ambulance Service, Inc.	Virginia	American Medical Response (AMR)
American Medical Response of Connecticut, Incorporated	Connecticut	AMR
		American Medical Response
American Medical Response of Massachusetts, Inc.	Massachusetts	Midland Ambulance Service
		American Medical Response (AMR)
		American Medical Response
		AMR
AMR Brockton, L.L.C.	Delaware	N/A
American Medical Response Mid-Atlantic, Inc.	Pennsylvania	Event Medical Services
		American Medical Response (AMR)
		American Medical Response
		AMR
American Medical Response Delaware Valley, LLC	Delaware	N/A
Ambulance Acquisition, Inc.	Delaware	N/A
Metro Ambulance Services, Inc.	Georgia	N/A
Broward Ambulance, Inc.	Delaware	American Medical Response
Atlantic Ambulance Services Acquisition, Inc.	Delaware	American Medical Response
		AMR
Atlantic/Key West Ambulance, Inc.	Delaware	American Medical Response
Atlantic/Palm Beach Ambulance, Inc.	Delaware	American Medical Response
Seminole County Ambulance, Inc.	Delaware	American Medical Response
LifeFleet Southeast, Inc.	Florida	American Medical Response
American Medical Pathways, Inc.	Delaware	N/A
ProvidaCare, L.L.C.	Texas	N/A
Adam Transportation Service, Inc.	New York	American Medical Response
Associated Ambulance Service, Inc.	New York	American Medical Response
Park Ambulance Service Inc.	New York	American Medical Response
Five Counties Ambulance Service, Inc.	New York	American Medical Response
Sunrise Handicap Transport Corp.	New York	American Medical Response
STAT Healthcare, Inc.	Delaware	N/A

Entity Name	Jurisdiction of Formation	Doing Business As
Laidlaw Medical Transportation, Inc.	Delaware	American Medical Response (AMR)
		Mercy Ambulance of Fort Wayne
		American Medical Response
		American Medical Response of Indiana
		AMR of Fort Wayne
		AMR of Indiana
		Central Ambulance
		Crossroads Ambulance Service
		American Medtrans
		Shepard Ambulance
		Shepard Ambulance, Inc.
		Shepard Paramedics, Inc.
		Spokane Ambulance
		Yakima Medic 1
Mercy, Inc.	Nevada	American Medical Response (AMR)
American Investment Enterprises, Inc.	Nevada	Nevada Medi-Car
LifeCare Ambulance Service, Inc.	Illinois	N/A
TEK Ambulance, Inc.	Illinois	American Medical Response (AMR)
Mercy Life Care	California	N/A
Hemet Valley Ambulance Service, Inc.	California	American Medical Response (AMR)
American Medical Response of Southern California	California	American Medical Response (AMR)
Medic One of Cobb, Inc.	Georgia	N/A
Puckett Ambulance Service, Inc.	Georgia	N/A
Global Medical Response, Inc.	Delaware	N/A
Global Emergency Medical Services Limited	Trinidad	N/A
	Tobago
Global Medical Response of Trinidad & Tobago, Ltd. (Joint Venture)	Trinidad	N/A
	Tobago
Global Medical Response of Barbados Limited	Barbados	N/A
EHR Management Co.	Delaware	N/A
Air Ambulance Specialists, Inc.	Colorado	N/A

Entity Name	Jurisdiction of Formation	Doing Business As
Radstaffing Management Solutions, Inc.	Delaware	N/A
Mission Care Services, LLC	Missouri	Access2Care
Mission Care of Illinois, LLC	Illinois	Abbott EMS
Mission Care of Missouri, LLC	Missouri	Abbott EMS
		Abbott Ambulance
Access2Care, LLC	Missouri	N/A
Abbott Ambulance, Inc.	Missouri	Abbott EMS
		Abbott Services
		IHM Health Studies Center
Nevada Red Rock Holdings, Inc.	Delaware	N/A
Nevada Red Rock Ambulance, Inc.	Delaware	N/A
MedicWest Holdings, Inc.	Delaware	N/A
MedicWest Ambulance, Inc.	Nevada	MedicWest
		MedicWest Ambulance
		MedicWest EMS
		MedicWest Health Science Center
Radiology Staffing Solutions, Inc.	Delaware	N/A
Arizona Oasis Acquisition, Inc.	Delaware	N/A
Templeton Readings, LLC	Maryland	N/A
American Medical Response of Canada Inc.	Canada	Services médicaux d’urgence de l’Amérique (Canada)
		Aero Medical Response of Canada
		Services médicaux aériens du Canada
		Canadian Aero Medical Response
EMS Offshore Medical Services, LLC	Delaware	N/A
EverRad, LLC	Florida	N/A
Apex Acquisition, LLC	Delaware	N/A
MSO Newco, LLC	Delaware	N/A
Pinnacle Consultants Mid-Atlantic, L.L.C.	Texas	N/A

EX-23.1

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Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

        We consent to the reference to our firm under the caption "Experts" and to the use of our report dated February 17, 2011 (except Note 20, as to which the date is September 21, 2011) in the Registration Statement on Form S-4 and the related Prospectus of Emergency Medical Services Corporation for the registration of $950,000,000 8.125% Senior Notes due 2019.

/s/ Ernst & Young LLP

Denver, Colorado
September 21, 2011

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Exhibit 23.1

EX-25.1

Exhibit 25.1

File No.                         

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939

OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

o CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A

TRUSTEE PURSUANT TO SECTION 305(b)(2)

WILMINGTON TRUST, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

16-1486454

(I.R.S. employer identification no.)

1100 North Market Street

Wilmington, DE 19890

(Address of principal executive offices)

Robert C. Fiedler

Vice President and Counsel

1100 North Market Street

Wilmington, Delaware 19890

(302) 651-8541

(Name, address and telephone number of agent for service)

EMERGENCY MEDICAL SERVICES CORPORATION(1)

(Exact name of obligor as specified in its charter)

Delaware	20-3738384
(State of incorporation)	(I.R.S. employer identification no.)

6200 S. Syracuse Way, Suite 200
Greenwood Village, Colorado	80111
(Address of principal executive offices)	(Zip Code)

8.125% Senior Notes due 2019

Guarantees of 8.125% Senior notes due 2019

(Title of the indenture securities)

(1)  SEE TABLE OF ADDITIONAL OBLIGORS

Table of Additional Obligors

Exact Name of Obligor as Specified in its Charter		State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification Number
A1 Leasing, Inc.	Subsidiary Guarantor	Florida	59-3403850
Abbott Ambulance, Inc.	Subsidiary Guarantor	Missouri	43-1496774
Access 2 Care, LLC	Subsidiary Guarantor	Missouri	01-0876348
Adam Transportation Service, Inc.	Subsidiary Guarantor	New York	13-3541209
Affilion, Inc.	Subsidiary Guarantor	Delaware	27-2937476
Air Ambulance Specialists, Inc.	Subsidiary Guarantor	Colorado	75-2989736
Ambulance Acquisition, Inc.	Subsidiary Guarantor	Delaware	51-0352561
American Emergency Physicians Management, Inc.	Subsidiary Guarantor	California	95-4194045
American Investment Enterprises, Inc.	Subsidiary Guarantor	Nevada	88-0206998
American Medical Pathways, Inc.	Subsidiary Guarantor	Delaware	75-2766681
American Medical Response Ambulance Service, Inc.	Subsidiary Guarantor	Delaware	75-2474011
American Medical Response Delaware Valley, LLC	Subsidiary Guarantor	Delaware	74-2895618
American Medical Response Holdings, Inc.	Subsidiary Guarantor	Delaware	84-1370651
American Medical Response Management, Inc.	Subsidiary Guarantor	Delaware	84-1351841
American Medical Response Mid-Atlantic, Inc.	Subsidiary Guarantor	Pennsylvania	23-2195702
American Medical Response Northwest, Inc.	Subsidiary Guarantor	Oregon	93-0567420
American Medical Response of Colorado, Inc.	Subsidiary Guarantor	Delaware	84-1231591
American Medical Response of Connecticut, Incorporated	Subsidiary Guarantor	Connecticut	06-1356148
American Medical Response of Georgia, Inc.	Subsidiary Guarantor	Delaware	58-2193430
American Medical Response of Illinois, Inc.	Subsidiary Guarantor	Delaware	36-3978701
American Medical Response of Inland Empire	Subsidiary Guarantor	California	95-2223085
American Medical Response of Massachusetts, Inc.	Subsidiary Guarantor	Massachusetts	04-2574482
American Medical Response of North Carolina, Inc.	Subsidiary Guarantor	Delaware	56-1931968
American Medical Response of Oklahoma, Inc.	Subsidiary Guarantor	Delaware	73-1462014
American Medical Response of South Carolina, Inc.	Subsidiary Guarantor	Delaware	57-1024333
American Medical Response of Southern California	Subsidiary Guarantor	California	95-1488421
American Medical Response of Tennessee, Inc.	Subsidiary Guarantor	Delaware	62-1642499
American Medical Response of Texas, Inc.	Subsidiary Guarantor	Delaware	76-0487923
American Medical Response West	Subsidiary Guarantor	California	77-0324739
American Medical Response, Inc.	Subsidiary Guarantor	Delaware	04-3147881
AMR Brockton, L.L.C.	Subsidiary Guarantor	Delaware	04-3502200
AMR HoldCo, Inc.	Subsidiary Guarantor	Delaware	20-2076468
Apex Acquisition LLC	Subsidiary Guarantor	Delaware	27-1321358
Arizona Oasis Acquisition, Inc.	Subsidiary Guarantor	Delaware	26-1259367
Associated Ambulance Service, Inc.	Subsidiary Guarantor	New York	11-2163989
Atlantic Ambulance Services Acquisition, Inc.	Subsidiary Guarantor	Delaware	33-0506806
Atlantic/Key West Ambulance, Inc.	Subsidiary Guarantor	Delaware	33-0506809

Exact Name of Obligor as Specified in its Charter		State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification Number
Atlantic/Palm Beach Ambulance, Inc.	Subsidiary Guarantor	Delaware	33-0506808
BestPractices, Inc.	Subsidiary Guarantor	Virginia	54-1489944
Blythe Ambulance Service	Subsidiary Guarantor	California	95-3433967
Broward Ambulance, Inc.	Subsidiary Guarantor	Delaware	33-0506810
Clinical Partners Management Company, LLC	Subsidiary Guarantor	Texas	26-229984
Desert Valley Medical Transport, Inc.	Subsidiary Guarantor	California	33-0753384
EHR Management Co.	Subsidiary Guarantor	Delaware	20-3940407
EmCare Anesthesia Providers, Inc.	Subsidiary Guarantor	Delaware	27-1937828
EmCare HoldCo, Inc.	Subsidiary Guarantor	Delaware	20-2076495
EmCare Holdings, Inc.	Subsidiary Guarantor	Delaware	13-3645287
EmCare of California, Inc.	Subsidiary Guarantor	California	94-2246075
EmCare Physician Providers, Inc.	Subsidiary Guarantor	Missouri	43-0972570
EmCare Physician Services, Inc.	Subsidiary Guarantor	Delaware	51-0345538
EmCare, Inc.	Subsidiary Guarantor	Delaware	75-1732351
Emergency Medical Services LP Corporation	Subsidiary Guarantor	Delaware	20-2076535
Emergency Medicine Education Systems, Inc.	Subsidiary Guarantor	Texas	75-2706238
EMS Management LLC	Subsidiary Guarantor	Delaware	20-2076564
EMS Offshore Medical Services, LLC	Subsidiary Guarantor	Delaware	26-4733141
EverRad, LLC	Subsidiary Guarantor	Florida	26-0559257
Five Counties Ambulance Service, Inc.	Subsidiary Guarantor	New York	11-2127997
Florida Emergency Partners, Inc.	Subsidiary Guarantor	Texas	59-3383583
Fountain Ambulance Service, Inc.	Subsidiary Guarantor	Alabama	63-1058995
Gold Coast Ambulance Service	Subsidiary Guarantor	California	95-2947514
Hank’s Acquisition Corp.	Subsidiary Guarantor	Alabama	33-0569883
Healthcare Administrative Services, Inc.	Subsidiary Guarantor	Delaware	43-1787964
Hemet Valley Ambulance Service, Inc.	Subsidiary Guarantor	California	95-2841215
Herren Enterprise, Inc.	Subsidiary Guarantor	California	95-3327978
Holiday Acquisition Company, Inc.	Subsidiary Guarantor	Colorado	45-1289504
International Life Support, Inc.	Subsidiary Guarantor	Hawaii	99-0114256
Kutz Ambulance Service, Inc.	Subsidiary Guarantor	Wisconsin	39-0827456
LifeCare Ambulance Service, Inc.	Subsidiary Guarantor	Illinois	36-3799039
LifeFleet Southeast, Inc.	Subsidiary Guarantor	Florida	59-1395439
MedAssociates, LLC	Subsidiary Guarantor	Texas	20-5044320
Medevac Medical Response, Inc.	Subsidiary Guarantor	Missouri	43-1097068
Medevac MidAmerica, Inc.	Subsidiary Guarantor	Missouri	95-3743718
Medic One Ambulance Services, Inc.	Subsidiary Guarantor	Delaware	72-1276358
Medic One of Cobb, Inc.	Subsidiary Guarantor	Georgia	58-1944370
Medi-Car Ambulance Service, Inc.	Subsidiary Guarantor	Florida	59-1892079
Medi-Car Systems, Inc.	Subsidiary Guarantor	Florida	59-1996927
MedicWest Ambulance, Inc.	Subsidiary Guarantor	Nevada	88-0421120
MedicWest Holdings, Inc.	Subsidiary Guarantor	Delaware	88-0420343
MedLife Emergency Medical Service, Inc.	Subsidiary Guarantor	Alabama	63-1154514
Mercy Ambulance of Evansville, Inc.	Subsidiary Guarantor	Indiana	35-1494500
Mercy Life Care	Subsidiary Guarantor	California	94-2619315
Mercy, Inc.	Subsidiary Guarantor	Nevada	88-0125707
Metro Ambulance Service (Rural), Inc.	Subsidiary Guarantor	Delaware	72-1275309
Metro Ambulance Service, Inc.	Subsidiary Guarantor	Delaware	72-1275308
Metro Ambulance Services, Inc.	Subsidiary Guarantor	Georgia	58-1036407
Metropolitan Ambulance Service	Subsidiary Guarantor	California	94-1701773
Midwest Ambulance Management Company	Subsidiary Guarantor	Delaware	36-3973137
Mission Care of Illinois, LLC	Subsidiary Guarantor	Illinois	90-0182287
Mission Care of Missouri, LLC	Subsidiary Guarantor	Missouri	72-1583669

Exact Name of Obligor as Specified in its Charter		State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification Number
Mission Care Services, LLC	Subsidiary Guarantor	Missouri	42-1644377
Mobile Medic Ambulance Service, Inc.	Subsidiary Guarantor	Delaware	04-3171173
MSO Newco, LLC	Subsidiary Guarantor	Delaware	27-1285928
Nevada Red Rock Ambulance, Inc.	Subsidiary Guarantor	Delaware	20-8121800
Nevada Red Rock Holdings, Inc.	Subsidiary Guarantor	Delaware	20-8846123
Northwood Anesthesia Associates, L.L.C. (2)	Subsidiary Guarantor	Florida	65-0909229
Paramed, Inc.	Subsidiary Guarantor	Michigan	38-2142110
Park Ambulance Service Inc.	Subsidiary Guarantor	New York	13-2508653
Physician Account Management, Inc.	Subsidiary Guarantor	Florida	03-0373713
Physicians & Surgeons Ambulance Service, Inc.	Subsidiary Guarantor	Ohio	34-0859642
Pinnacle Consultants Mid-Atlantic, L.L.C.	Subsidiary Guarantor	Delaware	26-2201105
ProvidaCare, L.L.C.	Subsidiary Guarantor	Texas	75-2643961
Provider Account Management, Inc.	Subsidiary Guarantor	Delaware	75-2964700
Puckett Ambulance Service, Inc.	Subsidiary Guarantor	Georgia	58-1572034
Radiology Staffing Solutions, Inc.	Subsidiary Guarantor	Delaware	26-2138636
Radstaffing Management Solutions, Inc.	Subsidiary Guarantor	Delaware	26-2137767
Randle Eastern Ambulance Service, Inc.	Subsidiary Guarantor	Florida	59-0737717
Regional Emergency Services, L.P.	Subsidiary Guarantor	Delaware	59-3383586
Reimbursement Technologies, Inc.	Subsidiary Guarantor	Pennsylvania	23-2634599
River Medical Incorporated	Subsidiary Guarantor	Arizona	86-0506675
Seawall Acquisition, LLC	Subsidiary Guarantor	Delaware	27-2494878
Seminole County Ambulance, Inc.	Subsidiary Guarantor	Delaware	33-0506811
Springs Ambulance Service, Inc.	Subsidiary Guarantor	California	95-2426613
STAT Healthcare, Inc.	Subsidiary Guarantor	Delaware	76-0496236
Sun Devil Acquisition LLC	Subsidiary Guarantor	Delaware	27-2929691
Sunrise Handicap Transport Corp.	Subsidiary Guarantor	New York	11-2569671
TEK Ambulance, Inc.	Subsidiary Guarantor	Illinois	36-2915559
Templeton Readings, LLC	Subsidiary Guarantor	Maryland	04-3731678
Tidewater Ambulance Service, Inc.	Subsidiary Guarantor	Virginia	54-1244307
Troup County Emergency Medical Services, Inc.	Subsidiary Guarantor	Georgia	58-1313603
V.I.P. Professional Services, Inc.	Subsidiary Guarantor	California	95-2539749

*The address including zip code and telephone number including area code for each additional registrant is 6200 S. Syracuse Way, Suite 200, Greenwood Village, Colorado 80111, (303) 495-1200.

Item 1.GENERAL INFORMATION.  Furnish the following information as to the trustee:

(a)Name and address of each examining or supervising authority to which it is subject.

Comptroller of Currency, Washington, D.C.

Federal Deposit Insurance Corporation, Washington, D.C.

(b)Whether it is authorized to exercise corporate trust powers.

Yes.

Item  2.AFFILIATIONS WITH THE OBLIGOR.   If the obligor is an affiliate of the trustee, describe each affiliation:

Based upon an examination of the books and records of the trustee and upon information furnished by the obligor, the obligor is not an affiliate of the trustee.

Item 16.LIST OF EXHIBITS.  Listed below are all exhibits filed as part of this Statement of Eligibility and Qualification.

1.A copy of the Charter for Wilmington Trust, National Association, incorporated by reference to Exhibit 1 of Form T-1.

2.The authority of Wilmington Trust, National Association to commence business was granted under the Charter for Wilmington Trust, National Association, incorporated herein by reference to Exhibit 1 of Form T-1.

3.The authorization to exercise corporate trust powers was granted under the Charter for Wilmington Trust, National Association, incorporated herein by reference to Exhibit 1 of Form T-1.

4.A copy of the existing By-Laws of Trustee, as now in effect, incorporated herein by reference to Exhibit 4 of form T-1.

5.Not applicable.

6.The consent of Trustee as  required by Section 321(b) of the Trust Indenture Act of 1939, incorporated herein by reference to Exhibit 6 of Form T-1.

7.Current Report of the Condition of Trustee, published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

8.Not applicable.

9.Not applicable.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Guilford and State of Connecticut on the 21st day of September, 2011.

WILMINGTON TRUST,
NATIONAL ASSOCIATION
By:	/s/ Joseph P. O’Donnell
Name: Joseph P. O’Donnell
Title: Vice President

EXHIBIT 1

CHARTER OF WILMINGTON TRUST, NATIONAL ASSOCIATION

ARTICLES OF ASSOCIATION

OF

WILMINGTON TRUST, NATIONAL ASSOCIATION

For the purpose of organizing an association to perform any lawful activities of national banks, the undersigned do enter into the following articles of association:

FIRST.The title of this association shall be Wilmington Trust, National Association.

SECOND.The main office of the association shall be in the City of Wilmington, County of New Castle, State of Delaware. The general business of the association shall be conducted at its main office and its branches.

THIRD.The board of directors of this association shall consist of not less than five nor more than twenty-five persons, unless the OCC has exempted the bank from the 25-member limit. The exact number is to be fixed and determined from time to time by resolution of a majority of the full board of directors or by resolution of a majority of the shareholders at any annual or special meeting thereof. Each director shall own common or preferred stock of the association or of a holding company owning the association, with an aggregate par, fair market or equity value $1,000. Determination of these values may be based as of either (i) the date of purchase or (ii) the date the person became a director, whichever value is greater. Any combination of common or preferred stock of the association or holding company may be used.

Any vacancy in the board of directors may be filled by action of a majority of the remaining directors between meetings of shareholders. The board of directors may not increase the number of directors between meetings of shareholders to a number which:

(1) exceeds by more than two the number of directors last elected by shareholders where the number was 15 or less; or

(2) exceeds by more than four the number of directors last elected by shareholders where the number was 16 or more, but in no event shall the number of directors exceed 25, unless the OCC has exempted the bank from the 25-member limit.

Directors shall be elected for terms of one year and until their successors are elected and qualified. Terms of directors, including directors selected to fill vacancies, shall expire at the next regular meeting of shareholders at which directors are elected, unless the directors resign or are removed from office. Despite the expiration of a director’s term, the director shall continue to serve until his or her successor is elected and qualifies or until there is a decrease in the number of directors and his or her position is eliminated.

Honorary or advisory members of the board of directors, without voting power or power of final decision in matters concerning the business of the association, may be appointed by

resolution of a majority of the full board of directors, or by resolution of shareholders at any annual or special meeting. Honorary or advisory directors shall not be counted to determine the number of directors of the association or the presence of a quorum in connection with any board action, and shall not be required to own qualifying shares.

FOURTH.There shall be an annual meeting of the shareholders to elect directors and transact whatever other business may be brought before the meeting. It shall be held at the main office or any other convenient place the board of directors may designate, on the day of each year specified therefor in the bylaws, or, if that day falls on a legal holiday in the state in which the association is located, on the next following banking day. If no election is held on the day fixed, or in the event of a legal holiday on the following banking day, an election may be held on any subsequent day within 60 days of the day fixed, to be designated by the board of directors, or, if the directors fail to fix the day, by shareholders representing two-thirds of the shares issued and outstanding. In all cases at least 10 days advance notice of the time, place and purpose of a shareholders’ meeting shall be given to the shareholders by first class mail, unless the OCC determines that an emergency circumstance exists. The sole shareholder of the bank is permitted to waive notice of the shareholders’ meeting.

In all elections of directors, the number of votes each common shareholder may cast will be determined by multiplying the number of shares such shareholder owns by the number of directors to be elected. Those votes may be cumulated and cast for a single candidate or may be distributed among two or more candidates in the manner selected by the shareholder. If, after the first ballot, subsequent ballots are necessary to elect directors, a shareholder may not vote shares that he or she has already fully cumulated and voted in favor of a successful candidate. On all other questions, each common shareholder shall be entitled to one vote for each share of stock held by him or her.

Nominations for election to the board of directors may be made by the board of directors or by any stockholder of any outstanding class of capital stock of the association entitled to vote for election of directors. Nominations other than those made by or on behalf of the existing management shall be made in writing and be delivered or mailed to the president of the association not less than 14 days nor more than 50 days prior to any meeting of shareholders called for the election of directors; provided, however, that if less than 21 days notice of the meeting is given to shareholders, such nominations shall be mailed or delivered to the president of the association not later than the close of business on the seventh day following the day on which the notice of meeting was mailed. Such notification shall contain the following information to the extent known to the notifying shareholder:

(1)The name and address of each proposed nominee.

(2)The principal occupation of each proposed nominee.

(3)The total number of shares of capital stock of the association that will be voted for each proposed nominee.

(4)The name and residence address of the notifying shareholder.

(5)The number of shares of capital stock of the association owned by the notifying shareholder.

Nominations not made in accordance herewith may, in his/her discretion, be disregarded by the chairperson of the meeting, and the vote tellers may disregard all votes cast for each such nominee. No bylaw may unreasonably restrict the nomination of directors by shareholders.

A director may resign at any time by delivering written notice to the board of directors, its chairperson, or to the association, which resignation shall be effective when the notice is delivered unless the notice specifies a later effective date.

A director may be removed by shareholders at a meeting called to remove the director, when notice of the meeting stating that the purpose or one of the purposes is to remove the director is provided, if there is a failure to fulfill one of the affirmative requirements for qualification, or for cause; provided, however, that a director may not be removed if the number of votes sufficient to elect the director under cumulative voting is voted against the director’s removal.

FIFTH.The authorized amount of capital stock of this association shall be ten thousand shares of common stock of the par value of one hundred dollars ($100) each; but said capital stock may be increased or decreased from time to time, according to the provisions of the laws of the United States.

No holder of shares of the capital stock of any class of the association shall have any preemptive or preferential right of subscription to any shares of any class of stock of the association, whether now or hereafter authorized, or to any obligations convertible into stock of the association, issued, or sold, nor any right of subscription to any thereof other than such, if any, as the board of directors, in its discretion, may from time to time determine and at such price as the board of directors may from time to time fix. Preemptive rights also must be approved by a vote of holders of two-thirds of the bank’s outstanding voting shares.

Unless otherwise specified in these articles of association or required by law, (1) all matters requiring shareholder action, including amendments to the articles of association, must be approved by shareholders owning a majority voting interest in the outstanding voting stock, and (2) each shareholder shall be entitled to one vote per share.

Unless otherwise specified in these articles of association or required by law, all shares of voting stock shall be voted together as a class, on any matters requiring shareholder approval. If a proposed amendment would affect two or more classes or series in the same or a substantially similar way, all the classes or series so affected must vote together as a single voting group on the proposed amendment.

Shares of one class or series may be issued as a dividend for shares of the same class or series on a pro rata basis and without consideration. Shares of one class or series may be issued as share dividends for a different class or series of stock if approved by a majority of the votes entitled to be cast by the class or series to be issued, unless there are no outstanding shares of the class or series to be issued. Unless otherwise provided by the board of directors, the record date

for determining shareholders entitled to a share dividend shall be the date authorized by the board of directors for the share dividend.

Unless otherwise provided in the bylaws, the record date for determining shareholders entitled to notice of and to vote at any meeting is the close of business on the day before the first notice is mailed or otherwise sent to the shareholders, provided that in no event may a record date be more than 70 days before the meeting.

If a shareholder is entitled to fractional shares pursuant to a stock dividend, consolidation or merger, reverse stock split or otherwise, the association may: (a) issue fractional shares; (b) in lieu of the issuance of fractional shares, issue script or warrants entitling the holder to receive a full share upon surrendering enough script or warrants to equal a full share; (c) if there is an established and active market in the association’s stock, make reasonable arrangements to provide the shareholder with an opportunity to realize a fair price through sale of the fraction, or purchase of the additional fraction required for a full share; (d) remit the cash equivalent of the fraction to the shareholder; or (e) sell full shares representing all the fractions at public auction or to the highest bidder after having solicited and received sealed bids from at least three licensed stock brokers; and distribute the proceeds pro rata to shareholders who otherwise would be entitled to the fractional shares. The holder of a fractional share is entitled to exercise the rights for shareholder, including the right to vote, to receive dividends, and to participate in the assets of the association upon liquidation, in proportion to the fractional interest. The holder of script or warrants is not entitled to any of these rights unless the script or warrants explicitly provide for such rights. The script or warrants may be subject to such additional conditions as: (1) that the script or warrants will become void if not exchanged for full shares before a specified date; and (2) that the shares for which the script or warrants are exchangeable may be sold at the option of the association and the proceeds paid to scriptholders.

The association, at any time and from time to time, may authorize and issue debt obligations, whether or not subordinated, without the approval of the shareholders. Obligations classified as debt, whether or not subordinated, which may be issued by the association without the approval of shareholders, do not carry voting rights on any issue, including an increase or decrease in the aggregate number of the securities, or the exchange or reclassification of all or part of securities into securities of another class or series.

SIXTH.              The board of directors shall appoint one of its members president of this association, and one of its members chairperson of the board and shall have the power to appoint one or more vice presidents, a secretary who shall keep minutes of the directors’ and shareholders’ meetings and be responsible for authenticating the records of the association, and such other officers and employees as may be required to transact the business of this association. A duly appointed officer may appoint one or more officers or assistant officers if authorized by the board of directors in accordance with the bylaws.

The board of directors shall have the power to:

(1)Define the duties of the officers, employees, and agents of the association.

(2)Delegate the performance of its duties, but not the responsibility for its duties, to

the officers, employees, and agents of the association.

(3)Fix the compensation and enter into employment contracts with its officers and employees upon reasonable terms and conditions consistent with applicable law.

(4)Dismiss officers and employees.

(5)Require bonds from officers and employees and to fix the penalty thereof.

(6)Ratify written policies authorized by the association’s management or committees of the board.

(7)Regulate the manner in which any increase or decrease of the capital of the association shall be made, provided that nothing herein shall restrict the power of shareholders to increase or decrease the capital of the association in accordance with law, and nothing shall raise or lower from two-thirds the percentage required for shareholder approval to increase or reduce the capital.

(8)Manage and administer the business and affairs of the association.

(9)Adopt initial bylaws, not inconsistent with law or the articles of association, for managing the business and regulating the affairs of the association.

(10)Amend or repeal bylaws, except to the extent that the articles of association reserve this power in whole or in part to shareholders.

(11)Make contracts.

(12)Generally perform all acts that are legal for a board of directors to perform.

SEVENTH.        The board of directors shall have the power to change the location of the main office to any other place within the limits of Wilmington, Delaware, without the approval of the shareholders, or with a vote of shareholders owning two-thirds of the stock of such association for a relocation outside such limits and upon receipt of a certificate of approval from the Comptroller of the Currency, to any other location within or outside the limits of Wilmington Delaware, but not more than 30 miles beyond such limits. The board of directors shall have the power to establish or change the location of any branch or branches of the association to any other location permitted under applicable law, without approval of shareholders, subject to approval by the Comptroller of the Currency.

EIGHTH.           The corporate existence of this association shall continue until termination according to the laws of the United States.

NINTH.             The board of directors of this association, or any one or more shareholders owning, in the aggregate, not less than 50 percent of the stock of this association, may call a special meeting of shareholders at any time. Unless otherwise provided by the bylaws or the laws of the United States, a notice of the time, place, and purpose of every annual and special

meeting of the shareholders shall be given at least 10 days prior to the meeting by first-class mail, unless the OCC determines that an emergency circumstance exists. If the association is a wholly-owned subsidiary, the sole shareholder may waive notice of the shareholders’ meeting. Unless otherwise provided by the bylaws or these articles, any action requiring approval of shareholders must be effected at a duly called annual or special meeting.

TENTH.             For purposes of this Article Tenth, the term “institution-affiliated party” shall mean any institution-affiliated party of the association as such term is defined in 12 U.S.C. 1813(u).

Any institution-affiliated party (or his or her heirs, executors or administrators) may be indemnified or reimbursed by the association for reasonable expenses actually incurred in connection with any threatened, pending or completed actions or proceedings and appeals therein, whether civil, criminal, governmental, administrative or investigative, in accordance with and to the fullest extent permitted by law, as such law now or hereafter exists; provided, however, that when an administrative proceeding or action instituted by a federal banking agency results in a final order or settlement pursuant to which such person: (i) is assessed a civil money penalty, (ii) is removed from office or prohibited from participating in the conduct of the affairs of the association, or (iii) is required to cease and desist from or to take any affirmative action described in 12 U.S.C. 1818(b) with respect to the association, then the association shall require the repayment of all legal fees and expenses advanced pursuant to the next succeeding paragraph and may not indemnify such institution-affiliated parties (or their heirs, executors or administrators) for expenses, including expenses for legal fees, penalties or other payments incurred. The association shall provide indemnification in connection with an action or proceeding (or part thereof) initiated by an institution-affiliated party (or by his or her heirs, executors or administrators) only if such action or proceeding (or part thereof) was authorized by the board of directors.

Expenses incurred by an institution-affiliated party (or by his or her heirs, executors or administrators) in connection with any action or proceeding under 12 U.S.C. 164 or 1818 may be paid by the association in advance of the final disposition of such action or proceeding upon (a) a determination by the board of directors acting by a quorum consisting of directors who are not parties to such action or proceeding that the institution-affiliated party (or his or her heirs, executors or administrators) has a reasonable basis for prevailing on the merits, (b) a determination that the indemnified individual (or his or her heirs, executors or administrators) will have the financial capacity to reimburse the bank in the event he or she does not prevail, (c) a determination that the payment of expenses and fees by the association will not adversely affect the safety and soundness of the association, and (d) receipt of an undertaking by or on behalf of such institution-affiliated party (or by his or her heirs, executors or administrators) to repay such advancement in the event of a final order or settlement pursuant to which such person: (i) is assessed a civil money penalty, (ii) is removed from office or prohibited from participating in the conduct of the affairs of the association, or (iii) is required to cease and desist from or to take any affirmative action described in 12 U.S.C. 1818(b) with respect to the association. In all other instances, expenses incurred by an institution-affiliated party (or by his or her heirs, executors or administrators) in connection with any action or proceeding as to which indemnification may be given under these articles of association may be paid by the association in advance of the final disposition of such action or proceeding upon (a) receipt of an

undertaking by or on behalf of such institution-affiliated party (or by or on behalf of his or her heirs, executors or administrators) to repay such advancement in the event that such institution affiliated party (or his or her heirs, executors or administrators) is ultimately found not to be entitled to indemnification as authorized by these articles of association and (b) approval by the board of directors acting by a quorum consisting of directors who are not parties to such action or proceeding or, if such a quorum is not obtainable, then approval by stockholders. To the extent permitted by law, the board of directors or, if applicable, the stockholders, shall not be required to find that the institution-affiliated party has met the applicable standard of conduct provided by law for indemnification in connection with such action or proceeding.

In the event that a majority of the members of the board of directors are named as respondents in an administrative proceeding or civil action and request indemnification, the remaining members of the board may authorize independent legal counsel to review the indemnification request and provide the remaining members of the board with a written opinion of counsel as to whether the conditions delineated in the first four paragraphs of this Article Tenth have been met. If independent legal counsel opines that said conditions have been met, the remaining members of the board of directors may rely on such opinion in authorizing the requested indemnification.

In the event that all of the members of the board of directors are named as respondents in an administrative proceeding or civil action and request indemnification, the board shall authorize independent legal counsel to review the indemnification request and provide the board with a written opinion of counsel as to whether the conditions delineated in the first four paragraphs of this Article Tenth have been met. If legal counsel opines that said conditions have been met, the board of directors may rely on such opinion in authorizing the requested indemnification.

To the extent permitted under applicable law, the rights of indemnification and to the advancement of expenses provided in these articles of association (a) shall be available with respect to events occurring prior to the adoption of these articles of association, (b) shall continue to exist after any restrictive amendment of these articles of association with respect to events occurring prior to such amendment, (c) may be interpreted on the basis of applicable law in effect at the time of the occurrence of the event or events giving rise to the action or proceeding, or on the basis of applicable law in effect at the time such rights are claimed, and (d) are in the nature of contract rights which may be enforced in any court of competent jurisdiction as if the association and the institution-affiliated party (or his or her heirs, executors or administrators) for whom such rights are sought were parties to a separate written agreement.

The rights of indemnification and to the advancement of expenses provided in these articles of association shall not, to the extent permitted under applicable law, be deemed exclusive of any other rights to which any such institution affiliated party (or his or her heirs, executors or administrators) may now or hereafter be otherwise entitled whether contained in these articles of association, the bylaws, a resolution of stockholders, a resolution of the board of directors, or an agreement providing such indemnification, the creation of such other rights being hereby expressly authorized. Without limiting the generality of the foregoing, the rights of indemnification and to the advancement of expenses provided in these articles of association shall not be deemed exclusive of any rights, pursuant to statute or otherwise, of any such

institution-affiliated party (or of his or her heirs, executors or administrators) in any such action or proceeding to have assessed or allowed in his or her favor, against the association or otherwise, his or her costs and expenses incurred therein or in connection therewith or any part thereof.

If this Article Tenth or any part hereof shall be held unenforceable in any respect by a court of competent jurisdiction, it shall be deemed modified to the minimum extent necessary to make it enforceable, and the remainder of this Article Tenth shall remain fully enforceable.

The association may, upon affirmative vote of a majority of its board of directors, purchase insurance to indemnify its institution-affiliated parties to the extent that such indemnification is allowed in these articles of association; provided, however, that no such insurance shall include coverage to pay or reimburse any institution-affiliated party for the cost of any judgment or civil money penalty assessed against such person in an administrative proceeding or civil action commenced by any federal banking agency. Such insurance may, but need not, be for the benefit of all institution-affiliated parties.

ELEVENTH.  These articles of association may be amended at any regular or special meeting of the shareholders by the affirmative vote of the holders of a majority of the stock of this association, unless the vote of the holders of a greater amount of stock is required by law, and in that case by the vote of the holders of such greater amount. The association’s board of directors may propose one or more amendments to the articles of association for submission to the shareholders.

In witness whereof, we have hereunto set our hands this day of                      2011.

Robert J. Bodjak

Mark J. Czarnecki

Rene F. Jones

Kevin J. Pearson

Michael P. Pinto

EXHIBIT 4

BY-LAWS OF WILMINGTON TRUST, NATIONAL ASSOCIATION

BYLAWS

OF

WILMINGTON TRUST, NATIONAL ASSOCIATION

ARTICLE I

Meetings of Shareholders

Section 1. Annual Meeting. The annual meeting of the shareholders to elect directors and transact whatever other business may properly come before the meeting shall be held at the main office of the association, Rodney Square North, 1100 Market Street, City of Wilmington, State of Delaware, at 1:00 o’clock p.m. on the first Tuesday in March of each year, or at such other place and time as the board of directors may designate, or if that date falls on a legal holiday in Delaware, on the next following banking day. Notice of the meeting shall be mailed by first class mail, postage prepaid, at least 10 days and no more than 60 days prior to the date thereof, addressed to each shareholder at his/her address appearing on the books of the association. If, for any cause, an election of directors is not made on that date, or in the event of a legal holiday, on the next following banking day, an election may be held on any subsequent day within 60 days of the date fixed, to be designated by the board of directors, or, if the directors fail to fix the date, by shareholders representing two-thirds of the shares. In these circumstances, at least 10 days’ notice must be given by first class mail to shareholders.

Section 2. Special Meetings. Except as otherwise specifically provided by statute, special meetings of the shareholders may be called for any purpose at any time by the board of

directors or by any one or more shareholders owning, in the aggregate, not less than fifty percent of the stock of the association. Every such special meeting, unless otherwise provided by law, shall be called by mailing, postage prepaid, not less than 10 days nor more than 60 days prior to the date fixed for the meeting, to each shareholder at the address appearing on the books of the association a notice stating the purpose of the meeting.

The board of directors may fix a record date for determining shareholders entitled to notice and to vote at any meeting, in reasonable proximity to the date of giving notice to the shareholders of such meeting. The record date for determining shareholders entitled to demand a special meeting is the date the first shareholder signs a demand for the meeting describing the purpose or purposes for which it is to be held.

A special meeting may be called by shareholders or the board of directors to amend the articles of association or bylaws, whether or not such bylaws may be amended by the board of directors in the absence of shareholder approval.

If an annual or special shareholders’ meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time or place, if the new date, time or place is announced at the meeting before adjournment, unless any additional items of business are to be considered, or the association becomes aware of an intervening event materially affecting any matter to be voted on more than 10 days prior to the date to which the meeting is adjourned. If a new record date for the adjourned meeting is fixed, however, notice of the adjourned meeting must be given to persons who are shareholders as of the new record date. If, however, the

meeting to elect the directors is adjourned before the election takes place, at least ten days’ notice of the new election must be given to the shareholders by first-class mail.

Section 3. Nominations of Directors. Nominations for election to the board of directors may be made by the board of directors or by any stockholder of any outstanding class of capital stock of the association entitled to vote for the election of directors. Nominations, other than those made by or on behalf of the existing management of the association, shall be made in writing and shall be delivered or mailed to the president of the association and the Comptroller of the Currency, Washington, D.C., not less than 14 days nor more than 50 days prior to any meeting of shareholders called for the election of directors; provided, however, that if less than 21 days’ notice of the meeting is given to shareholders, such nomination shall be mailed or delivered to the president of the association not later than the close of business on the seventh day following the day on which the notice of meeting was mailed. Such notification shall contain the following information to the extent known to the notifying shareholder:

(1)           The name and address of each proposed nominee;

(2)           The principal occupation of each proposed nominee;

(3)           The total number of shares of capital stock of the association that will be voted for each proposed nominee;

(4)           The name and residence of the notifying shareholder; and

(5)           The number of shares of capital stock of the association owned by the notifying shareholder.

Nominations not made in accordance herewith may, in his/her discretion, be disregarded

by the chairperson of the meeting, and upon his/her instructions, the vote tellers may disregard all votes cast for each such nominee.

Section 4. Proxies. Shareholders may vote at any meeting of the shareholders by proxies duly authorized in writing, but no officer or employee of this association shall act as proxy. Proxies shall be valid only for one meeting, to be specified therein, and any adjournments of such meeting. Proxies shall be dated and filed with the records of the meeting. Proxies with facsimile signatures may be used and unexecuted proxies may be counted upon receipt of a written confirmation from the shareholder. Proxies meeting the above requirements submitted at any time during a meeting shall be accepted.

Section 5. Quorum. A majority of the outstanding capital stock, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders, unless otherwise provided by law, or by the shareholders or directors pursuant to Article IX, Section 2, but less than a quorum may adjourn any meeting, from time to time, and the meeting may be held, as adjourned, without further notice. A majority of the votes cast shall decide every question or matter submitted to the shareholders at any meeting, unless otherwise provided by law or by the articles of association, or by the shareholders or directors pursuant to Article IX, Section 2. If a meeting for the election of directors is not held on the fixed date, at least 10 days’ notice must be given by first-class mail to the shareholders.

ARTICLE II

Directors

Section 1. Board of Directors. The board of directors shall have the power to manage and administer the business and affairs of the association. Except as expressly limited by law, all corporate powers of the association shall be vested in and may be exercised by the board of directors.

Section 2. Number. The board of directors shall consist of not less than five nor more than twenty-five members, unless the OCC has exempted the bank from the 25-member limit. The exact number within such minimum and maximum limits is to be fixed and determined from time to time by resolution of a majority of the full board of directors or by resolution of a majority of the shareholders at any meeting thereof.

Section 3. Organization Meeting. The secretary or treasurer, upon receiving the certificate of the judges of the result of any election, shall notify the directors-elect of their election and of the time at which they are required to meet at the main office of the association, or at such other place in the cities of Wilmington, Delaware or Buffalo, New York, to organize the new board of directors and elect and appoint officers of the association for the succeeding year. Such meeting shall be held on the day of the election or as soon thereafter as practicable, and, in any event, within 30 days thereof. If, at the time fixed for such meeting, there shall not be a quorum, the directors present may adjourn the meeting, from time to time, until a quorum is obtained.

Section 4. Regular Meetings. The Board of Directors may, at any time and from time

to time, by resolution designate the place, date and hour for the holding of a regular meeting, but in the absence of any such designation, regular meetings of the board of directors shall be held, without notice, on the first Tuesday of each March, June and September, and on the second Tuesday of each December at the main office or other such place as the board of directors may designate. When any regular meeting of the board of directors falls upon a holiday, the meeting shall be held on the next banking business day unless the board of directors shall designate another day.

Section 5. Special Meetings. Special meetings of the board of directors may be called by the Chairman of the Board of the association, or at the request of two or more directors. Each member of the board of directors shall be given notice by telegram, first class mail, or in person stating the time and place of each special meeting.

Section 6. Quorum. A majority of the entire board then in office shall constitute a quorum at any meeting, except when otherwise provided by law or these bylaws, but a lesser number may adjourn any meeting, from time to time, and the meeting may be held, as adjourned, without further notice. If the number of directors present at the meeting is reduced below the number that would constitute a quorum, no business may be transacted, except selecting directors to fill vacancies in conformance with Article II, Section 7. If a quorum is present, the board of directors may take action through the vote of a majority of the directors who are in attendance.

Section 7. Meetings by Conference Telephone. Any one or more members of the

board of directors or any committee thereof may participate in a meeting of such board or committees by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation in a meeting by such means shall constitute presence in person at such meeting.

Section 8. Procedures. The order of business and all other matters of procedure at every meeting of the board of directors may be determined by the person presiding at the meeting.

Section 9. Removal of Directors. Any director may be removed for cause, at any meeting of stockholders notice of which shall have referred to the proposed action, by vote of the stockholders. Any director may be removed without cause, at any meeting of stockholders notice of which shall have referred to the proposed action, by the vote of the holders of a majority of the shares of the Corporation entitled to vote. Any director may be removed for cause, at any meeting of the directors notice of which shall have referred to the proposed action, by vote of a majority of the entire Board of Directors.

Section 10. Vacancies. When any vacancy occurs among the directors, a majority of the remaining members of the board of directors, according to the laws of the United States, may appoint a director to fill such vacancy at any regular meeting of the board of directors, or at a special meeting called for that purpose at which a quorum is present, or if the directors remaining in office constitute fewer than a quorum of the board of directors, by the affirmative vote of a majority of all the directors remaining in office, or by shareholders at a special meeting called for

that purpose in conformance with Section 2 of Article I. At any such shareholder meeting, each shareholder entitled to vote shall have the right to multiply the number of votes he or she is entitled to cast by the number of vacancies being filled and cast the product for a single candidate or distribute the product among two or more candidates. A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

ARTICLE III

Committees of the Board

The board of directors has power over and is solely responsible for the management, supervision, and administration of the association. The board of directors may delegate its power, but none of its responsibilities, to such persons or committees as the board may determine.

The board of directors must formally ratify written policies authorized by committees of the board of directors before such policies become effective. Each committee must have one or more member(s), and who may be an officer of the association or an officer or director of any affiliate of the association, who serve at the pleasure of the board of directors. Provisions of the articles of association and these bylaws governing place of meetings, notice of meeting, quorum and voting requirements of the board of directors, apply to committees and their members as well. The creation of a committee and appointment of members to it must be approved by the board of directors.

Section 1. Loan Committee. There shall be a loan committee composed of not less than 2 directors, appointed by the board of directors annually or more often. The loan committee, on behalf of the bank, shall have power to discount and purchase bills, notes and other evidences of debt, to buy and sell bills of exchange, to examine and approve loans and discounts, to exercise authority regarding loans and discounts, and to exercise, when the board of directors is not in session, all other powers of the board of directors that may lawfully be delegated. The loan committee shall keep minutes of its meetings, and such minutes shall be submitted at the next regular meeting of the board of directors at which a quorum is present, and any action taken by the board of directors with respect thereto shall be entered in the minutes of the board of directors.

Section 2. Investment Committee. There shall be an investment committee composed of not less than 2 directors, appointed by the board of directors annually or more often. The investment committee, on behalf of the bank, shall have the power to ensure adherence to the investment policy, to recommend amendments thereto, to purchase and sell securities, to exercise authority regarding investments and to exercise, when the board of directors is not in session, all other powers of the board of directors regarding investment securities that may be lawfully delegated. The investment committee shall keep minutes of its meetings, and such minutes shall be submitted at the next regular meeting of the board of directors at which a quorum is present, and any action taken by the board of directors with respect thereto shall be entered in the minutes of the board of directors.

Section 3. Examining Committee. There shall be an examining committee composed of not less than 2 directors, exclusive of any active officers, appointed by the board of directors annually or more often. The duty of that committee shall be to examine at least once during each calendar year and within 15 months of the last examination the affairs of the association or cause suitable examinations to be made by auditors responsible only to the board of directors and to report the result of such examination in writing to the board of directors at the next regular meeting thereafter. Such report shall state whether the association is in a sound condition, and whether adequate internal controls and procedures are being maintained and shall recommend to the board of directors such changes in the manner of conducting the affairs of the association as shall be deemed advisable.

Notwithstanding the provisions of the first paragraph of this section, the responsibility and authority of the Examining Committee may, if authorized by law, be given over to a duly constituted audit committee of the association’s parent corporation by a resolution duly adopted by the board of directors.

Section 4. Trust Audit Committee. There shall be a trust audit committee in conformance with Section 1 of Article V.

Section 5. Other Committees. The board of directors may appoint, from time to time, from its own members, compensation, special litigation and other committees of one or more persons, for such purposes and with such powers as the board of directors may determine.  However, a committee may not:

(1)Authorize distributions of assets or dividends;

(2)Approve action required to be approved by shareholders;

(3)Fill vacancies on the board of directors or any of its committees;

(4)Amend articles of association;

(5)Adopt, amend or repeal bylaws; or

(6)Authorize or approve issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences and limitations of a class or series of shares.

Section 6. Committee Members’ Fees. Committee members may receive a fee for their services as committee members and traveling and other out-of-pocket expenses incurred in attending any meeting of a committee of which they are a member. The fee may be a fixed sum to be paid for attending each meeting or a fixed sum to be paid quarterly, or semiannually, irrespective of the number of meetings attended or not attended. The amount of the fee and the basis on which it shall be paid shall be determined by the Board of Directors.

ARTICLE IV

Officers and Employees

Section 1. Chairperson of the Board. The board of directors shall appoint one of its members to be the chairperson of the board to serve at its pleasure. Such person shall preside at all meetings of the board of directors. The chairperson of the board shall supervise the carrying out of the policies adopted or approved by the board of directors; shall have general executive

powers, as well as the specific powers conferred by these bylaws; and shall also have and may exercise such further powers and duties as from time to time may be conferred upon or assigned by the board of directors. 

Section 2. President. The board of directors shall appoint one of its members to be the president of the association. In the absence of the chairperson, the president shall preside at any meeting of the board of directors. The president shall have general executive powers and shall have and may exercise any and all other powers and duties pertaining by law, regulation, or practice to the office of president, or imposed by these bylaws. The president shall also have and may exercise such further powers and duties as from time to time may be conferred or assigned by the board of directors.

Section 3. Vice President. The board of directors may appoint one or more vice presidents. Each vice president shall have such powers and duties as may be assigned by the board of directors. One vice president shall be designated by the board of directors, in the absence of the president, to perform all the duties of the president.

Section 4. Secretary. The board of directors shall appoint a secretary, treasurer, or other designated officer who shall be secretary of the board of directors and of the association and who shall keep accurate minutes of all meetings. The secretary shall attend to the giving of all notices required by these bylaws; shall be custodian of the corporate seal, records, documents and papers of the association; shall provide for the keeping of proper records of all transactions of the association; shall have and may exercise any and all other powers and duties pertaining by law,

regulation or practice to the office of treasurer, or imposed by these bylaws; and shall also perform such other duties as may be assigned from time to time, by the board of directors.

Section 5. Other Officers. The board of directors may appoint one or more assistant vice presidents, one or more trust officers, one or more assistant secretaries, one or more assistant treasurers, one or more managers and assistant managers of branches and such other officers and attorneys in fact as from time to time may appear to the board of directors to be required or desirable to transact the business of the association. Such officers shall respectively exercise such powers and perform such duties as pertain to their several offices, or as may be conferred upon or assigned to them by the board of directors, the chairperson of the board, or the president. The board of directors may authorize an officer to appoint one or more officers or assistant officers.

Section 6. Tenure of Office. The president and all other officers shall hold office for the current year for which the board of directors was elected, unless they shall resign, become disqualified, or be removed; and any vacancy occurring in the office of president shall be filled promptly by the board of directors.

Section 7. Resignation. An officer may resign at any time by delivering notice to the association. A resignation is effective when the notice is given unless the notice specifies a later effective date.

ARTICLE V

Fiduciary Activities

Section 1. Trust Audit Committee. There shall be a Trust Audit Committee composed of not less than 2 directors, appointed by the board of directors, which shall, at least once during each calendar year make suitable audits of the association’s fiduciary activities or cause suitable audits to be made by auditors responsible only to the board, and at such time shall ascertain whether fiduciary powers have been administered according to law, Part 9 of the Regulations of the Comptroller of the Currency, and sound fiduciary principles. annually or more often. Such committee: (1) must not include any officers of the bank or an affiliate who participate significantly in the administration of the bank’s fiduciary activities; and (2) must consist of a majority of members who are not also members of any committee to which the board of directors has delegated power to manage and control the fiduciary activities of the bank.

Section 2. Fiduciary Files. There shall be maintained by the association all fiduciary records necessary to assure that its fiduciary responsibilities have been properly undertaken and discharged.

Section 3. Trust Investments. Funds held in a fiduciary capacity shall be invested according to the instrument establishing the fiduciary relationship and applicable law. Where such instrument does not specify the character and class of investments to be made and does not vest in the association a discretion in the matter, funds held pursuant to such instrument shall be invested in investments in which corporate fiduciaries may invest under applicable law.

ARTICLE VI

Stock and Stock Certificates

Section 1. Transfers. Shares of stock shall be transferable on the books of the association, and a transfer book shall be kept in which all transfers of stock shall be recorded. Every person becoming a shareholder by such transfer shall in proportion to such shareholder’s shares, succeed to all rights of the prior holder of such shares. The board of directors may impose conditions upon the transfer of the stock reasonably calculated to simplify the work of the association with respect to stock transfers, voting at shareholder meetings and related matters and to protect it against fraudulent transfers.

Section 2. Stock Certificates. Certificates of stock shall bear the signature of the president (which may be engraved, printed or impressed) and shall be signed manually or by facsimile process by the secretary, assistant secretary, treasurer, assistant treasurer, or any other officer appointed by the board of directors for that purpose, to be known as an authorized officer, and the seal of the association shall be engraved thereon. Each certificate shall recite on its face that the stock represented thereby is transferable only upon the books of the association properly endorsed.

The board of directors may adopt or use procedures for replacing lost, stolen, or destroyed stock certificates as permitted by law.

The association may establish a procedure through which the beneficial owner of shares that are registered in the name of a nominee may be recognized by the association as the shareholder. The procedure may set forth:

(1)           The types of nominees to which it applies;

(2)           The rights or privileges that the association recognizes in a beneficial owner;

(3)           How the nominee may request the association to recognize the beneficial owner as the shareholder;

(4)           The information that must be provided when the procedure is selected;

(5)           The period over which the association will continue to recognize the beneficial owner as the shareholder;

(6)           Other aspects of the rights and duties created.

ARTICLE VII

Corporate Seal

Section 1. Seal. The seal of the association shall be in such form as may be determined from time to time by the board of directors. The president, the treasurer, the secretary or any assistant treasurer or assistant secretary, or other officer thereunto designated by the board of directors shall have authority to affix the corporate seal to any document requiring such seal and to attest the same. The seal on any corporate obligation for the payment of money may be facsimile.

ARTICLE VIII

Miscellaneous Provisions

Section 1. Fiscal Year. The fiscal year of the association shall be the calendar year.

Section 2. Execution of Instruments. All agreements, indentures, mortgages, deeds, conveyances, transfers, certificates, declarations, receipts, discharges, releases, satisfactions, settlements, petitions, schedules, accounts, affidavits, bonds, undertakings, proxies and other instruments or documents may be signed, executed, acknowledged, verified, delivered or accepted on behalf of the association by the chairperson of the board, or the president, or any vice president, or the secretary, or the treasurer, or, if in connection with the exercise of fiduciary powers of the association, by any of those offices or by any trust officer. Any such instruments may also be executed, acknowledged, verified, delivered or accepted on behalf of the association in such other manner and by such other officers as the board of directors may from time to time direct. The provisions of this section 2 are supplementary to any other provision of these bylaws.

Section 3. Records. The articles of association, the bylaws and the proceedings of all meetings of the shareholders, the board of directors, and standing committees of the board of directors shall be recorded in appropriate minute books provided for that purpose. The minutes of each meeting shall be signed by the secretary, treasurer or other officer appointed to act as secretary of the meeting.

Section 4. Corporate Governance Procedures. To the extent not inconsistent with federal banking statutes and regulations, or safe and sound banking practices, the association may follow the Delaware General Corporation Law, Del. Code Ann. tit. 8 (1991, as amended 1994, and as amended thereafter) with respect to matters of corporate governance procedures.

Section 5. Indemnification.

For purposes of this Section 5 of Article VIII, the term “institution-affiliated party” shall mean any institution-affiliated party of the association as such term is defined in 12 U.S.C. 1813(u).

Any institution-affiliated party (or his or her heirs, executors or administrators) may be indemnified or reimbursed by the association for reasonable expenses actually incurred in connection with any threatened, pending or completed actions or proceedings and appeals therein, whether civil, criminal, governmental, administrative or investigative, in accordance with and to the fullest extent permitted by law, as such law now or hereafter exists; provided, however, that when an administrative proceeding or action instituted by a federal banking agency results in a final order or settlement pursuant to which such person: (i) is assessed a civil money penalty, (ii) is removed from office or prohibited from participating in the conduct of the affairs of the association, or (iii) is required to cease and desist from or to take any affirmative action described in 12 U.S.C. 1818(b) with respect to the association, then the association shall require the repayment of all legal fees and expenses advanced pursuant to the next succeeding paragraph and may not indemnify such institution-affiliated parties (or their heirs, executors or administrators) for expenses, including expenses for legal fees, penalties or other payments incurred. The association shall provide indemnification in connection with an action or proceeding (or part thereof) initiated by an institution-affiliated party (or by his or her heirs, executors or administrators) only if such action or proceeding (or part thereof) was authorized by the board of directors.

Expenses incurred by an institution-affiliated party (or by his or her heirs, executors or administrators) in connection with any action or proceeding under 12 U.S.C. 164 or 1818 may be paid by the association in advance of the final disposition of such action or proceeding upon (a) a determination by the board of directors acting by a quorum consisting of directors who are not parties to such action or proceeding that the institution-affiliated party (or his or her heirs, executors or administrators) has a reasonable basis for prevailing on the merits, (b) a determination that the indemnified individual (or his or her heirs, executors or administrators) will have the financial capacity to reimburse the bank in the event he or she does not prevail, (c) a determination that the payment of expenses and fees by the association will not adversely affect the safety and soundness of the association, and (d) receipt of an undertaking by or on behalf of such institution-affiliated party (or by his or her heirs, executors or administrators) to repay such advancement in the event of a final order or settlement pursuant to which such person: (i) is assessed a civil money penalty, (ii) is removed from office or prohibited from participating in the conduct of the affairs of the association, or (iii) is required to cease and desist from or to take any affirmative action described in 12 U.S.C. 1818(b) with respect to the association. In all other instances, expenses incurred by an institution-affiliated party (or by his or her heirs, executors or administrators) in connection with any action or proceeding as to which indemnification may be given under these articles of association may be paid by the association in advance of the final disposition of such action or proceeding upon (a) receipt of an undertaking by or on behalf of such institution-affiliated party (or by or on behalf of his or her heirs, executors or administrators) to repay such advancement in the event that such institution affiliated party (or his or her heirs, executors or administrators) is ultimately found not to be entitled to indemnification as authorized by these bylaws and (b) approval by the board of

directors acting by a quorum consisting of directors who are not parties to such action or proceeding or, if such a quorum is not obtainable, then approval by stockholders. To the extent permitted by law, the board of directors or, if applicable, the stockholders, shall not be required to find that the institution-affiliated party has met the applicable standard of conduct provided by law for indemnification in connection with such action or proceeding.

In the event that a majority of the members of the board of directors are named as respondents in an administrative proceeding or civil action and request indemnification, the remaining members of the board may authorize independent legal counsel to review the indemnification request and provide the remaining members of the board with a written opinion of counsel as to whether the conditions delineated in the first four paragraphs of this Section 5 of Article VIII have been met. If independent legal counsel opines that said conditions have been met, the remaining members of the board of directors may rely on such opinion in authorizing the requested indemnification.

In the event that all of the members of the board of directors are named as respondents in an administrative proceeding or civil action and request indemnification, the board shall authorize independent legal counsel to review the indemnification request and provide the board with a written opinion of counsel as to whether the conditions delineated in the first four paragraphs of this Section 5 of Article VIII have been met. If legal counsel opines that said conditions have been met, the board of directors may rely on such opinion in authorizing the requested indemnification.

To the extent permitted under applicable law, the rights of indemnification and to the advancement of expenses provided in these articles of association (a) shall be available with respect to events occurring prior to the adoption of these bylaws, (b) shall continue to exist after any restrictive amendment of these bylaws with respect to events occurring prior to such amendment, (c) may be interpreted on the basis of applicable law in effect at the time of the occurrence of the event or events giving rise to the action or proceeding, or on the basis of applicable law in effect at the time such rights are claimed, and (d) are in the nature of contract rights which may be enforced in any court of competent jurisdiction as if the association and the institution-affiliated party (or his or her heirs, executors or administrators) for whom such rights are sought were parties to a separate written agreement.

The rights of indemnification and to the advancement of expenses provided in these bylaws shall not, to the extent permitted under applicable law, be deemed exclusive of any other rights to which any such institution-affiliated party (or his or her heirs, executors or administrators) may now or hereafter be otherwise entitled whether contained in the association’s articles of association, these bylaws, a resolution of stockholders, a resolution of the board of directors, or an agreement providing such indemnification, the creation of such other rights being hereby expressly authorized. Without limiting the generality of the foregoing, the rights of indemnification and to the advancement of expenses provided in these bylaws shall not be deemed exclusive of any rights, pursuant to statute or otherwise, of any such institution-affiliated party (or of his or her heirs, executors or administrators) in any such action or proceeding to have assessed or allowed in his or her favor, against the association or otherwise, his or her costs and expenses incurred therein or in connection therewith or any part thereof.

If this Section 5 of Article VIII or any part hereof shall be held unenforceable in any respect by a court of competent jurisdiction, it shall be deemed modified to the minimum extent necessary to make it enforceable, and the remainder of this Section 5 of Article VIII shall remain fully enforceable.

The association may, upon affirmative vote of a majority of its board of directors, purchase insurance to indemnify its institution-affiliated parties to the extent that such indemnification is allowed in these bylaws; provided, however, that no such insurance shall include coverage for a final order assessing civil money penalties against such persons by a bank regulatory agency. Such insurance may, but need not, be for the benefit of all institution affiliated parties.

ARTICLE IX

Inspection and Amendments

Section 1. Inspection. A copy of the bylaws of the association, with all amendments, shall at all times be kept in a convenient place at the main office of the association, and shall be open for inspection to all shareholders during banking hours.

Section 2. Amendments. The bylaws of the association may be amended, altered or repealed, at any regular meeting of the board of directors, by a vote of a majority of the total number of the directors except as provided below, and provided that the following language

accompany any such change.

I,                                , certify that: (1) I am the duly constituted (secretary or treasurer) of and secretary of its board of directors, and as such officer am the official custodian of its records; (2) the foregoing bylaws are the bylaws of the association, and all of them are now lawfully in force and effect.

I have hereunto affixed my official signature on this               day of                                         .

(Secretary or Treasurer)

The association’s shareholders may amend or repeal the bylaws even though the bylaws also may be amended or repealed by the board of directors.

EXHIBIT 6

Section 321(b) Consent

Pursuant to Section 321(b) of the Trust Indenture Act of 1939, as amended, Wilmington Trust, National Association hereby consents that reports of examinations by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon requests therefor.

	WILMINGTON TRUST,
	NATIONAL ASSOCIATION
Dated: September 21, 2011	By:	/s/ Joseph P. O’Donnell
	Name: Joseph P. O’Donnell
	Title: Vice President

EXHIBIT 7

REPORT OF CONDITION

WILMINGTON TRUST, NATIONAL ASSOCIATION

As of the close of business on March 31, 2011*:

	Thousands of Dollars
ASSETS
Cash, Deposits & Investment Securities:	1,192,582
Mortgage back Securities:	1,074
Mortgage Loans:	512,298
Non-Mortgage Loans:	403,480
Repossessed Assets:	5,036
Federal Home Loan Bank Stock	6,008
Office Premises and Equipment:	16,137
Other Assets:	161,761
Total Assets:	2,298,376

	Thousands of Dollars
LIABILITIES
Deposits	1,869,259
Escrows	705
Federal Funds Purchased and Securities Sold Under Agreements to Repurchase	10,597
Other Liabilities and Deferred Income:	155,192
Total Liabilities	2,035,753

	Thousands of Dollars
EQUITY CAPITAL
Common Stock	299,529
Unrealized Gains (Losses) on Certain Securities	(33	)
Retained Earnings	(36,873	)
Other Components of Equity Capital	0
Total Equity Capital	262,623
Total Liabilities and Equity Capital	2,298,376

*The information set forth in this Exhibit 7 reflects the Report of Condition for Wilmington Trust FSB, a federal savings bank, as of the close of business on March 31, 2011, which date is prior to Wilmington Trust FSB’s merger, via certain intermediary steps, into Wilmington Trust, National Association on July 1, 2011.

EX-99.1

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Exhibit 99.1

LETTER OF TRANSMITTAL

EMERGENCY MEDICAL SERVICES CORPORATION

OFFER TO EXCHANGE
ANY AND ALL OUTSTANDING

8.125% Senior Notes due 2019

for

a Like Principal Amount of Corresponding New Notes
Registered Under the Securities Act of 1933, as amended (the "Securities Act")

        THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT             P.M., NEW YORK CITY TIME, ON                        , 2011 (THE "EXPIRATION DATE") UNLESS THE OFFER IS EXTENDED, IN WHICH CASE "EXPIRATION DATE" MEANS THE LATEST DATE AND TIME TO WHICH THE EXCHANGE OFFER IS EXTENDED. TENDERS MAY BE WITHDRAWN PRIOR TO THE EXPIRATION DATE.

The Exchange Agent for the Exchange Offer is:

WILMINGTON TRUST, NATIONAL ASSOCIATION

By Registered or Certified Mail:	By Regular Mail or Overnight Courier:	In Person by Hand Only:
Wilmington Trust, National Association c/o Wilmington Trust Company Corporate Capital Markets Rodney Square North 1100 North Market Street Wilmington, Delaware 19890-1626 Attention: Sam Hamed	Wilmington Trust, National Association c/o Wilmington Trust Company Corporate Capital Markets Rodney Square North 1100 North Market Street Wilmington, DE 19890-1626 Attention: Sam Hamed	Wilmington Trust, National Association c/o Wilmington Trust Company Corporate Capital Markets Rodney Square North 1100 North Market Street Wilmington, DE 19890-1626 Attention: Sam Hamed
By Facsimile: (for Eligible Institutions only) Fax: (302) 636-4139 Attn: Sam Hamed		For Information or Confirmation by: Telephone: (302) 636-6181 Attn: Sam Hamed

        DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN THE ADDRESS OF THE EXCHANGE AGENT AS SET FORTH ABOVE, OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE, DOES NOT CONSTITUTE A VALID DELIVERY. DELIVERY WILL BE DEEMED MADE ONLY WHEN ALL REQUIRED DOCUMENTATION IS ACTUALLY RECEIVED BY THE EXCHANGE AGENT. DELIVERY OF DOCUMENTS OR INSTRUCTIONS TO THE DEPOSITORY TRUST COMPANY ("DTC") DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT. THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL OR ANY OTHER DOCUMENTATION IS COMPLETED.

        The undersigned acknowledges that he, she or it has received the Prospectus, dated                        , 2011 (as the same may be amended or supplemented from time to time, the "Prospectus"), of Emergency Medical Services Corporation, a Delaware corporation (the "Company"), and certain of the Company's subsidiaries (each a "Guarantor" and collectively, the "Guarantors"), and this Letter of Transmittal (or a facsimile thereof, the "Letter of Transmittal"), which together constitute the Company's offer (the "Exchange Offer") to exchange up to $950.0 million aggregate principal amount of its issued and outstanding 8.125% Senior Notes due 2019 (the "Old Notes") for a like principal amount of its 8.125% Senior Notes due 2019 (the "New Notes"), which have been registered under the Securities Act, from the registered holders thereof (each, a "Holder" and, collectively, the "Holders"), upon the terms and subject to the conditions of the Exchange Offer, as set forth in the Prospectus and this Letter of Transmittal.

        In the event of any conflict between the Prospectus and the Letter of Transmittal, the Prospectus shall govern. Terms used but not defined herein shall have the same meanings given to them in the Prospectus.

        Tenders by book-entry transfer may be made by delivering an Agent's Message, defined below, in lieu of this Letter of Transmittal. This Letter of Transmittal is to be completed by the Holders of Old Notes either (i) if tenders of Old Notes are to be made by book-entry transfer to an account maintained by Wilmington Trust, National Association (the "Exchange Agent") at DTC pursuant to the procedures set forth in the "The Exchange Offer—Procedures for Tendering Old Notes" and "The Exchange Offer—Book-Entry Transfer" in the Prospectus and an Agent's Message is not delivered, or (ii) if Old Notes in certificated form are to be forwarded herewith.

        The term "Agent's Message" means a message, transmitted through the Automated Tender Offer Program ("ATOP") by DTC to, and received by, the Exchange Agent and forming a part of a Book-Entry Confirmation, that states that DTC has received an express acknowledgement that the tendering Holder has received and agrees to be bound by this Letter of Transmittal or, in the case of an Agent's Message relating to guaranteed delivery, that such Holder has received and further agrees to be bound by the notice of guaranteed delivery, and that the Company may enforce this Letter of Transmittal, or the notice of guaranteed delivery, as the case may be, against such Holder. By crediting the Old Notes to the Exchange Agent's account in DTC's ATOP and by complying with applicable ATOP procedures with respect to the Exchange Offer, including transmitting to the Exchange Agent an Agent's Message, the tendering institution confirms on behalf of itself and the beneficial owner(s) of such Old Notes all provisions of this Letter of Transmittal, including all representations and warranties herein, applicable to it and to such beneficial owner(s) as fully as if it and such beneficial owner(s) had executed, and transmitted to the Exchange Agent, this Letter of Transmittal and completed all information required herein.

        Holders whose Old Notes are not immediately available or who cannot deliver their Old Notes and all other required documents to the Exchange Agent before the Expiration Date, or who cannot complete the procedure for book-entry transfer prior to the Expiration Date, must tender their Old Notes in accordance with the guaranteed delivery procedures set forth in the Prospectus under "The Exchange Offer—Guaranteed Delivery Procedures." See Instruction 1.

2

DELIVERY WILL BE DEEMED MADE ONLY WHEN ALL REQUIRED DOCUMENTATION IS ACTUALLY RECEIVED BY THE EXCHANGE AGENT. DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.

NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

        List below the Old Notes to which this Letter of Transmittal relates. If the space below is inadequate, the certificate number(s), principal amount(s) of Old Notes being tendered and any other required information should be listed on a separate signed schedule attached hereto. See Instruction 3. This form need not be completed by Holders tendering Old Notes by transmitting an Agent's Message through DTC's ATOP.

The undersigned has completed the appropriate boxes below and signed this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the Exchange Offer:

DESCRIPTION OF OLD NOTES
Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank, exactly as name(s) appear(s) on the Old Note(s))	Certificate Number(s)*	Aggregate Principal Amount Represented By Old Notes	Principal Amount Tendered**
Total Principal Amount Tendered:

*

Need not be completed if Old Notes are being transferred by book-entry transfer. Such Holders should check the other boxes above as appropriate and provide the requested information.

**

Unless otherwise indicated, it will be assumed that ALL Old Notes described above are being tendered. Old Notes tendered hereby must be in minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof. See Instruction 4.

3

o

CHECK HERE IF CERTIFICATES REPRESENTING OLD NOTES ARE ENCLOSED HEREWITH.

o

CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE THE FOLLOWING:

Name of Tendering Institution

DTC Account Number

Transaction Code Number

Only participants in DTC may deliver Old Notes by book-entry transfer.

o

CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING (SEE INSTRUCTION 1):

Name(s) of Registered Holder(s)

Address(es) of Registered Holders

Window Ticket Number (if any)

Date of Execution of Notice of Guaranteed Delivery

Name of Institution that Guaranteed Delivery

IF GUARANTEED DELIVERY IS TO BE MADE BY BOOK-ENTRY TRANSFER:

Name of Tendering Institution

DTC Account Number

Transaction Code Number

o

CHECK HERE IF OLD NOTES TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED OLD NOTES ARE TO BE RETURNED BY CREDITING THE DTC ACCOUNT NUMBER SET FORTH ABOVE.

o

CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name

Address

4

        If the undersigned is not a broker-dealer, the undersigned represents that it is acquiring the New Notes in the ordinary course of business, has no arrangement or understanding with any person to participate in a distribution of the New Notes or the Old Notes within the meaning of the Securities Act, is not an "affiliate" (as defined in Rule 405 of the Securities Act) of the Company or the Guarantors, is not engaged in, and does not intend to engage in, the distribution of the New Notes, and is not acting on behalf of any person who could not truthfully make the foregoing representations.

        If the undersigned is a broker-dealer, the undersigned represents that it is acquiring the New Notes in the ordinary course of business, has no arrangement or understanding with any person to participate in a distribution of the New Notes or the Old Notes within the meaning of the Securities Act, is not an "affiliate" (as defined in Rule 405 of the Securities Act) of the Company or the Guarantors, will receive the New Notes for its own account in exchange for Old Notes that were acquired as a result of market-making activities or other trading activities and it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale or transfer of such New Notes (however, by so representing and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act), and is not acting on behalf of any person who could not truthfully make the foregoing representations.

A broker-dealer may not participate in the Exchange Offer with respect to Old Notes acquired other than as a result of market-making activities or other trading activities. Any broker-dealer who purchased Old Notes from the Company to resell pursuant to Rule 144A under the Securities Act or any other available exemption under the Securities Act must comply with the registration and prospectus delivery requirements under the Securities Act.

5

Ladies and Gentlemen:

        Upon the terms and subject to the conditions of the Exchange Offer (including, if the Exchange Offer is extended or amended, the terms and conditions of any such extension or amendment), the undersigned hereby tenders to the Company for exchange the above-described aggregate principal amount of the Company's Old Notes. Subject to, and effective upon, the acceptance for exchange of the Old Notes tendered hereby, the undersigned hereby sells, assigns and transfers to the Company all right, title and interest in and to such Old Notes as are being tendered hereby.

        The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as its agent, attorney-in-fact and proxy (with full knowledge that the Exchange Agent is also acting as agent of the Company in connection with the Exchange Offer) with respect to the tendered Old Notes, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest) subject only to the right of withdrawal described in the Prospectus, to (i) deliver such Old Notes, or transfer ownership of such Old Notes, to the Company together with all accompanying evidences of transfer and authenticity to the Company, upon receipt by the Exchange Agent, as the undersigned's agent, of the New Notes to be issued in exchange for such Old Notes, (ii) present such Old Notes for transfer, and transfer such Old Notes on the books of the Company and (iii) receive for the account of the Company all benefits and otherwise exercise all rights of beneficial ownership of such Old Notes, all in accordance with the terms and conditions of the Exchange Offer.

The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, exchange, sell, assign and transfer the Old Notes tendered hereby and that, when such Old Notes are accepted for exchange, the Company will acquire good, marketable and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances, and that the Old Notes tendered hereby are not subject to any adverse claims or proxies when such Old Notes are accepted for exchange by the Company. The undersigned will, upon request, execute and deliver any additional documents deemed by the Company or the Exchange Agent to be necessary or desirable to complete the exchange, assignment and transfer of the Old Notes tendered hereby, and the undersigned will comply with its obligations under the registration rights agreement referred to in the Prospectus with respect to the Old Notes being tendered hereby. The undersigned has read and agrees to all of the terms of the Exchange Offer.

By tendering Old Notes and executing this Letter of Transmittal, or transmitting an Agent's Message in lieu thereof, the undersigned hereby represents and agrees that it: (i) is acquiring the New Notes in the ordinary course of business, (ii) has no arrangement or understanding with any person to participate in a distribution of the New Notes or the Old Notes within the meaning of the Securities Act, (iii) is not an "affiliate" (as defined in Rule 405 of the Securities Act) of the Company or the Guarantors, (iv) if the undersigned is not a broker-dealer, it is not engaged in, and does not intend to engage in, the distribution of the New Notes, (v) if the undersigned is a broker-dealer, it will receive the New Notes for its own account in exchange for Old Notes that were acquired as a result of market-making activities or other trading activities and will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale or transfer of such New Notes, and (vi) is not acting on behalf of any person who could not truthfully make the foregoing representations.

        The undersigned acknowledges that the Exchange Offer is being made in reliance on interpretations by the staff of the Securities and Exchange Commission (the "SEC"), as set forth in no-action letters issued to third parties, that the New Notes issued pursuant to the Exchange Offer in exchange for Old Notes may be offered for resale, resold and otherwise transferred by Holders thereof (other than any such Holder that is a broker-dealer or an "affiliate" of the Company or any Guarantor within the meaning of Rule 405 of the Securities Act), without compliance with the registration and prospectus delivery requirements of the Securities Act, provided that such New Notes are acquired in the ordinary course of such Holder's business, at the time of commencement of the Exchange Offer

6

such Holder has no arrangement or understanding with any person to participate in a distribution of such New Notes, and such Holder is not engaged in, and does not intend to engage in, a distribution of such New Notes. However, the SEC has not considered the Exchange Offer in the context of a no-action letter, and there can be no assurance that the SEC staff would make a similar determination with respect to the New Notes as it has made in previous no-action letters. If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of New Notes, and has no arrangement or understanding to participate in a distribution of New Notes. If the undersigned is a broker-dealer that will receive New Notes for its own account in exchange for Old Notes, it represents that the Old Notes to be exchanged for the New Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes; however, by so acknowledging and by delivering a prospectus meeting the requirements of the Securities Act, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

        The SEC staff has taken the position that such broker-dealers may fulfill their prospectus delivery requirements with respect to the New Notes (other than a resale of New Notes received in exchange for an unsold allotment from the original sale of the Old Notes) with the Prospectus. The Company has agreed that the Prospectus may be used by certain broker-dealers (as specified in the registration rights agreement referenced in the Prospectus) in connection with the sale or transfer of New Notes for a period of time starting on the Exchange Date and ending on the close of business 90 days after the Exchange Date. The Company has agreed that, for such period of time, they will make the Prospectus available to any such broker-dealer which elects to exchange Old Notes acquired for its own account as a result of market-making or other trading activities for New Notes pursuant to the Exchange Offer, for use in connection with any resale of any New Notes. In that regard, each exchanging broker-dealer, by tendering such Old Notes and executing, or otherwise becoming bound by, this Letter of Transmittal, including by transmitting an Agent's Message in lieu thereof, agrees that, upon receipt of notice from the Company of the occurrence of any event or the discovery of any fact which makes any statement contained or incorporated by reference in the Prospectus untrue in any material respect or which causes the Prospectus to omit to state a material fact necessary to make the statements contained or incorporated by reference therein, in light of the circumstances under which they were made, not misleading or of the occurrence of certain other events specified in the registration rights agreement referenced in the Prospectus with respect to the Old Notes tendered hereby, such exchanging broker-dealer will suspend the sale of New Notes pursuant to the Prospectus until the Company (i) has amended or supplemented the Prospectus to correct such misstatement or omission, (ii) either has furnished copies of the amended or supplemented Prospectus to such broker-dealer or, if the Company has not otherwise agreed to furnish such copies or declines to do so after such broker-dealer so requests, such broker-dealer has obtained a copy of such amended or supplemented Prospectus as filed with the SEC and (iii) has given notice that the sale of New Notes may be resumed, as the case may be.

A broker-dealer may not participate in the Exchange Offer with respect to Old Notes acquired other than as a result of market-making activities or other trading activities.

        The name(s) and address(es) of the Holder(s) of the Old Notes tendered hereby should be printed above, if they are not already set forth above, as they appear on the certificates representing such Old Notes. The certificate number(s) and the Old Notes that the undersigned wishes to tender should be indicated in the appropriate boxes above.

        If any tendered Old Notes are not exchanged pursuant to the Exchange Offer for any reason, or if certificates are submitted for more Old Notes than are tendered or accepted for exchange, certificates for such non-exchanged or non-tendered Old Notes will be returned (or, in the case of Old Notes tendered by book-entry transfer, such Old Notes will be credited to an account maintained at DTC),

7

without expense to the tendering Holder, promptly following the expiration or termination of the Exchange Offer.

        The undersigned understands that tenders of Old Notes pursuant to the procedures described in the Prospectus under "The Exchange Offer—Procedures for Tendering Old Notes" and in the instructions attached hereto will, upon the Company's acceptance for exchange of such tendered Old Notes, constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Exchange Offer. The undersigned recognizes that, under certain circumstances set forth in the Prospectus, the Company may not be required to accept for exchange any of the Old Notes tendered hereby.

        Unless otherwise indicated in the box entitled "Special Issuance Instructions" below, the undersigned hereby directs that the New Notes (and, if applicable, substitute certificates representing the Old Notes for any New Notes not exchanged) be issued in the name(s) of the undersigned or, in the case of a book-entry transfer of Old Notes, that such New Notes be credited to the account indicated above maintained at DTC. Similarly, unless otherwise indicated in the box entitled "Special Delivery Instructions" below, the undersigned hereby directs that the New Notes be delivered to the undersigned at the address shown below the undersigned's name in such box.

        Holders of Old Notes whose Old Notes are accepted for exchange will not receive accrued interest on such Old Notes for any period from and after the last interest payment date on which interest was paid or duly provided for on such Old Notes prior to the original issue date of the New Notes or, if no such interest has been paid or duly provided for on such Old Notes, will not receive any accrued interest on such Old Notes, and the undersigned waives the right to receive any such interest on such Old Notes accrued from and after such interest payment date or, if no such interest has been paid or duly provided for on such Old Notes, from and after the date of original issue of such Old Notes. The New Notes will bear interest from the last interest payment date on which interest was paid on the Old Notes or, if no interest has been paid on the Old Notes, from the date of original issue of Old Notes.

        All authority herein conferred or agreed to be conferred shall survive and shall not be affected by the death or incapacity of the undersigned, and every obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, personal representatives, trustees in bankruptcy, legal representatives, successors and assigns of the undersigned. Except as stated in the Prospectus, this tender is irrevocable.

THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF OLD NOTES" ABOVE AND SIGNING THIS LETTER OF TRANSMITTAL, OR TRANSMITTING AN AGENT'S MESSAGE IN LIEU THEREOF, WILL BE DEEMED TO HAVE TENDERED THE OLD NOTES AS SET FORTH IN SUCH BOX.

8

SPECIAL ISSUANCE INSTRUCTIONS
(SIGNATURE GUARANTEE REQUIRED—SEE INSTRUCTION 2)

        To be completed ONLY if (i) New Notes or Old Notes not tendered are to be issued in the name of someone other than the Holder of the Old Notes whose name(s) appear(s) above or (ii) Old Notes tendered by book-entry transfer which are not exchanged are to be returned by credit to the account maintained at DTC other than the account indicated above.
Issue:

o

Old Notes not tendered to:

o

New Notes to:

Name

(Please Print)

Address

(Include Zip Code)

(Tax Identification or Social Security Number)

o

Credit unexchanged Old Notes delivered by book-entry transfer to the DTC Account set forth below:

(DTC Account Number)

SPECIAL DELIVERY INSTRUCTIONS
(SIGNATURE GUARANTEE REQUIRED—SEE INSTRUCTION 2)

        To be completed ONLY if New Notes or Old Notes not tendered are to be sent to (i) someone other than the Holder of the Old Notes whose name(s) appear(s) above, or (ii) such Holder at an address other than that shown above.
Deliver:

o

Old Notes not tendered to:

o

New Notes to:

Name

(Please Print)

Address

(Include Zip Code)

(Tax Identification or Social Security Number)

9

PLEASE COMPLETE AND SIGN BELOW

        IMPORTANT:    THIS LETTER OF TRANSMITTAL, OR A FACSIMILE THEREOF, OR AN AGENT'S MESSAGE IN LIEU THEREOF (TOGETHER WITH THE CERTIFICATES FOR OLD NOTES BEING TENDERED OR A BOOK-ENTRY CONFIRMATION, AS APPLICABLE, AND ALL OTHER REQUIRED DOCUMENTS) OR THE NOTICE OF GUARANTEED DELIVERY MUST BE ACTUALLY RECEIVED BY THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE. DELIVERY WILL BE DEEMED MADE ONLY WHEN ALL REQUIRED DOCUMENTATION IS ACTUALLY RECEIVED BY THE EXCHANGE AGENT. DELIVERY OF DOCUMENTS OR INSTRUCTIONS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.

PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING ANY BOX HEREIN.

IMPORTANT
ALL TENDERING HOLDERS: SIGN HERE
TO TENDER OLD NOTES IN THE EXCHANGE OFFER

(PLEASE COMPLETE ACCOMPANYING FORM W-9 HEREIN UNLESS AN AGENT'S MESSAGE IS DELIVERED THROUGH DTC'S ATOP)

Signature(s) of Holder(s)

Date:

(Must be signed by the registered Holder(s) exactly as name(s) appear(s) on certificates(s) for the Old Notes hereby tendered or on a security position listing or by person(s) authorized to become registered Holder(s) by certificates and documents transmitted herewith. If signature is by trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, please provide the following information and see Instructions 2 and 5 below.)

Name(s):

(Please Print)

Capacity (full title):

Address:

(Include Zip Code)

Area Code and Telephone Number:

Tax Identification Number, Social Security
Number or Employer Identification Number:

(SEE FORM W-9 HEREIN)

10

GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTION 2 BELOW)

Authorized Signature:

Name:

(Please Type or Print)

Title:

Name of Firm:

Address:

(Include Zip Code)

Area Code and Telephone Number:

Date:

Place seal here:

11

INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

        1.    Delivery of Letter of Transmittal and Old Notes or Agent's Message and Book-Entry Confirmations; Guaranteed Delivery Procedures.    This Letter of Transmittal is to be completed either if (a) tenders are to be made pursuant to the procedures for tender by book-entry transfer set forth in "The Exchange Offer—Book-Entry Transfer" in the Prospectus and an Agent's Message is not delivered or (b) certificates are to be forwarded herewith. Timely confirmation of a book-entry transfer of Old Notes into the Exchange Agent's account at DTC ("Book-Entry Confirmation"), along with an Agent's Message or this Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees, and, in any case, any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at its address set forth herein on or prior to the Expiration Date. Old Notes tendered hereby must be in minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof.

        Holders who wish to tender their Old Notes but (i) who cannot complete the procedures for delivery by book-entry transfer on or before the Expiration Date, (ii) whose Old Notes are not immediately available or (iii) time will not permit their Old Notes, this Letter of Transmittal, or an Agent's Message in lieu thereof, and all other required documents to reach the Exchange Agent on or prior to the Expiration Date, may tender their Old Notes by properly completing and duly executing a notice of guaranteed delivery (a "Notice of Guaranteed Delivery") pursuant to the guaranteed delivery procedures set forth in the Prospectus under "The Exchange Offer—Guaranteed Delivery Procedures". Pursuant to such procedures: (i) such tender must be made through an Eligible Institution (as defined below), (ii) prior to the Expiration Date, the Exchange Agent must actually receive from such Eligible Institution, by facsimile transmission, mail or hand delivery, a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by us, or an Agent's Message with respect to guaranteed delivery, in lieu thereof, in either case stating (A) the name and address of the Holder of Old Notes, (B) the amount of Old Notes tendered, and (C) that the tender is being made by delivering such notice and guaranteeing that, within three New York Stock Exchange trading days after the Expiration Date, a Book-Entry Confirmation or the certificates for all physically tendered Old Notes, in proper form for transfer, together with either an appropriate Agent's Message or this Letter of Transmittal, properly completed and duly executed, and all other required documentation, will be deposited by that Eligible Institution with the Exchange Agent, and (iii) a Book-Entry Confirmation or the certificates for all physically tendered Old Notes, in proper form for transfer, together with either an appropriate Agent's Message or this Letter of Transmittal, properly completed and duly executed, and all other required documentation, must be actually received by the Exchange Agent within three New York Stock Exchange trading days after the Expiration Date.

        For Old Notes to be properly tendered pursuant to the guaranteed delivery procedure, the Exchange Agent must actually receive a Notice of Guaranteed Delivery prior to the Expiration Date. An "Eligible Institution" means an "eligible guarantor" institution within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or a commercial bank or trust company having an office or correspondent in the United States that is a member in good standing of a medallion program recognized by the Securities Transfer Association Inc., including the Securities Transfer Agents Medallion Program ("STAMP"), the Stock Exchanges Medallion Program ("SEMP") and the New York Stock Exchange Medallion Signature Program ("MSP").

        The method of delivery of Old Notes, this Letter of Transmittal, transmission of an Agent's Message, Notices of Guaranteed Delivery and all other required documents, including delivery of Old Notes through DTC's ATOP, is at the election and sole risk of the tendering Holder. Delivery will be deemed made only when all required documentation is actually received by the Exchange Agent. Delivery of documents or instructions to DTC in accordance with its procedures does not constitute delivery to the Exchange Agent. If delivery is by mail, then registered mail, properly insured, with

12

return receipt requested, is recommended. In all cases, sufficient time should be allowed to assure timely delivery to the Exchange Agent.

        2.    Signature Guarantees.    Signatures on this Letter of Transmittal or a notice of withdrawal, as the case may be, must be guaranteed unless the Old Notes being surrendered for exchange are tendered (i) by a Holder of the Old Notes who has not completed the box entitled "Special Issuance Instructions" or "Special Delivery Instructions" on this Letter of Transmittal, or (ii) for the account of an Eligible Institution. See Instruction 5.

        3.    Inadequate Space.    If the space provided in the box captioned "Description of Old Notes" is inadequate, the certificate number(s) and the principal amount of Old Notes being tendered and any other required information should be listed on a separate signed schedule that is attached to this Letter of Transmittal.

        4.    Partial Tenders (Not Applicable to Holders Who Tender by Book-Entry Transfer).    If less than all of the Old Notes evidenced by any certificates submitted are to be tendered, fill in the principal amount of Old Notes which are to be tendered in the box entitled "Description of Old Notes—Principal Amount Tendered." In such case, new certificates(s) for the remainder of the Old Notes not being tendered that were evidenced by the old certificate(s) submitted herewith will be issued and delivered, promptly after the Expiration Date to the Holder(s) of the Old Notes, unless otherwise indicated in the box(es) entitled "Special Issuance Instructions" or "Special Delivery Instructions," as applicable. See Instruction 6. All of the Old Notes represented by certificates delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated.

        5.    Signatures on Letter of Transmittal, Assignments and Endorsements.    If this Letter of Transmittal is signed by the registered Holder(s) of the Old Notes tendered hereby, the signature(s) must correspond exactly with the name(s) as written on the face of the certificates(s) without alteration, enlargement or any change whatsoever.

        If any Old Notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

        If any tendered Old Notes are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal (or facsimiles thereof) as there are different registrations of certificates.

        If this Letter of Transmittal or any certificates are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers or corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and, unless waived by the Company, must submit proper evidence satisfactory to the Company, in its sole discretion, of each such person's authority to so act.

        When this Letter of Transmittal is signed by the registered Holder(s) of the Old Notes listed and transmitted hereby (which, for purposes of the Exchange Offer, includes any DTC participant whose name appears on a security position listing as the holder of such Old Notes), no endorsement(s) of certificates(s) or separate bond power(s) is required unless (i) New Notes are to be issued in the name of a person other than the registered Holder(s) or (ii) such registered Holder is not an Eligible Institution. Signature(s) on such certificates(s) or bond power(s) must be guaranteed by an Eligible Institution.

        If this Letter of Transmittal is signed by a person other than the registered Holder(s) of the Old Notes listed, the certificate(s) must be endorsed or accompanied by appropriate powers of attorney, signed exactly as the name or names of the registered Holder(s) appear(s) on the certificate(s), and also must be accompanied by such opinions of counsel, certifications and other information as the Company or the trustee for the Old Notes may require in accordance with the restrictions on transfer

13

applicable to the Old Notes. Signatures on such certificate(s) or power(s) must be guaranteed by an Eligible Institution.

        6.    Special Issuance and Delivery Instructions.    If New Notes are to be issued in the name of a person other than the signer of this Letter of Transmittal, or if New Notes are to be sent to someone other than the signer of this Letter of Transmittal or to an address other than that shown above, the appropriate boxes on this Letter of Transmittal should be completed.

        Holders tendering Old Notes by book-entry transfer may request that Old Notes not exchanged be credited to such account maintained at DTC as such Holder may designate herein. If no such instructions are given, such Old Notes not exchanged will be returned to the name and address (or DTC account number) of the person signing this Letter of Transmittal.

        7.    Irregularities; Waiver of Conditions.    The Company will determine, in its sole discretion, all questions as to the validity, form and eligibility, time of receipt and acceptance for exchange of any tender of Old Notes, which determination shall be final and binding on all parties. The Company reserves the absolute right to reject any and all tenders of any particular Old Notes properly tendered or to not accept any particular Old Notes if such acceptance might, in its judgment or the judgment of its counsel, be unlawful. The Company also reserves the absolute right to waive any of the conditions of the Exchange Offer set forth in the Prospectus under "The Exchange Offer—Conditions to the Exchange Offer" or any conditions or irregularities in any tender of Old Notes of any particular Holder whether or not similar conditions or irregularities are waived in the case of other Holders. The Company's interpretation of the terms and conditions of the Exchange Offer (including this Letter of Transmittal and the instructions hereto) will be final and binding on all parties. No tender of Old Notes will be deemed to have been validly made until all irregularities with respect to such tender have been cured or waived. Neither the Company, the Exchange Agent nor any other person shall be under any duty or obligation to give notice of any irregularity or defect with respect to any tender of Old Notes for exchange, nor shall any of them incur any liability for failure to give such notice.

        8.    Taxpayer Identification Number; Backup Withholding; IRS Form W-9.    U.S. federal income tax laws generally require that a tendering Holder provide the Exchange Agent with such Holder's correct Taxpayer Identification Number ("TIN") on IRS Form W-9, Request for Taxpayer Identification Number and Certification, below (the "IRS Form W-9"), which in the case of a Holder who is an individual, is his or her social security number. If the tendering Holder is a non-resident alien or a foreign entity, other requirements (as described below) will apply. If the Exchange Agent is not provided with the correct TIN, such tendering Holder may be subject to a $50 penalty imposed by the Internal Revenue Service (the "IRS"). In addition, failure to provide the Exchange Agent with the correct TIN or an adequate basis for an exemption from backup withholding may result in backup withholding on payments made to the tendering Holder pursuant to the Exchange Offer at a current rate of 28%. If withholding results in an overpayment of taxes, the Holder may obtain a refund from the IRS.

        Exempt Holders of the Notes (including, among others, all corporations) are not subject to these backup withholding and reporting requirements. See the enclosed instructions accompanying Form W-9 (the "W-9 Guidelines") for additional instructions.

        To prevent backup withholding, each tendering Holder that is a U.S. person (including a resident alien) must provide its correct TIN by completing the IRS Form W-9 set forth below, certifying, under penalties of perjury, that such Holder is a U.S. person (including a resident alien), that the TIN provided is correct (or that such Holder is awaiting a TIN) and that (i) such Holder is exempt from backup withholding, or (ii) such Holder has not been notified by the IRS that such Holder is subject to backup withholding as a result of a failure to report all interest or dividends, or (iii) the IRS has notified such Holder that such Holder is no longer subject to backup withholding. If the Old Notes being tendered are in more than one name or are not in the name of the actual owner, such Holder

14

should consult the W-9 Guidelines for information on which TIN to report. If such Holder does not have a TIN, such Holder should consult the W-9 Guidelines for instructions on applying for a TIN and write "Applied For" in the space reserved for the TIN, as shown on IRS Form W-9. Note: Writing "Applied For" on the IRS Form W-9 means that such Holder has already applied for a TIN or that such Holder intends to apply for one in the near future. If such Holder does not provide its TIN to the Exchange Agent within 60 days, backup withholding will begin and continue until such Holder furnishes its TIN to the Exchange Agent.

        A tendering Holder that is a non-resident alien or a foreign entity must submit the appropriate completed IRS Form W-8 (generally IRS Form W-8BEN, Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding) to avoid backup withholding. The appropriate form may be obtained via the IRS website at www.irs.gov or by contacting the Exchange Agent at the address on the face of this Letter of Transmittal.

        FAILURE TO COMPLETE IRS FORM W-9, IRS FORM W-8BEN OR ANOTHER APPROPRIATE FORM MAY RESULT IN BACKUP WITHHOLDING AT THE RATE DESCRIBED ABOVE ON ANY PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE OFFER.

To ensure compliance with Internal Revenue Service Circular 230, taxpayers are hereby notified that any discussion of tax matters set forth in this Letter of Transmittal was written in connection with the promotion or marketing of the transactions or matters addressed herein and was not intended or written to be used, and cannot be used by any person, for the purpose of avoiding tax-related penalties under federal, state or local tax law. Each taxpayer should seek advice based on its particular circumstances from an independent tax advisor.

        9.    No Conditional Tenders.    No alternative, conditional or contingent tenders will be accepted. All tendering Holders of Old Notes, by execution of this Letter of Transmittal (or facsimile thereof) or transmission of an Agent's Message, shall waive any right to receive notice of the acceptance of Old Notes for exchange.

        10.    Mutilated, Lost, Destroyed or Stolen Certificates.    If any certificates(s) representing Old Notes have been mutilated, lost, destroyed or stolen, the Holder should promptly notify the Exchange Agent. The Holder will then be instructed as to the steps that must be taken in order to replace the certificates(s). This Letter of Transmittal or Agent's Message in lieu thereof and any related documents cannot be processed until the procedures for replacing mutilated, lost, destroyed or stolen certificates(s) have been followed.

        11.    Withdrawal Rights.    Except as otherwise provided herein, tenders of Old Notes may be withdrawn at any time on or prior to the Expiration Date. For a withdrawal to be effective, a written notice of withdrawal must actually be received by the Exchange Agent prior to such time, properly transmitted either through DTC's ATOP or to the Exchange Agent at the address listed above. Any notice of withdrawal must (i) specify the name of the person having tendered the Old Notes to be withdrawn, (ii) identify the Old Notes to be withdrawn, (iii) specify the principal amount of the Old Notes to be withdrawn, (iv) contain a statement that the tendering Holder is withdrawing its election to have such notes exchanged for New Notes, (v) except in the case of a notice of withdrawal transmitted through DTC's ATOP system, be signed by the Holder in the same manner as the original signature on the letter of transmittal by which the Old Notes were tendered, including any required signature guarantees, or be accompanied by documents of transfer to have the trustee with respect to the Old Notes register the transfer of the Old Notes in the name of the person withdrawing the tender, (vi) if certificates for Old Notes have been delivered to the Exchange Agent, specify the name in which the Old Notes are registered, if different from that of the withdrawing Holder, (vii) if certificates for Old Notes have been delivered or otherwise identified to the Exchange Agent, then, prior to the release of those certificates, specify the serial numbers of the particular certificates to be withdrawn, and, except

15

in the case of a notice of withdrawal transmitted through DTC's ATOP system, include a signed notice of withdrawal with signatures guaranteed by an Eligible Institution unless the tendering Holder is an Eligible Institution, and (viii) if Old Notes have been tendered using the procedure for book-entry transfer described in the Prospectus under "The Exchange Offer—Book-Entry Transfer," specify the name and number of the account at DTC from which the Old Notes were tendered and the name and number of the account at DTC to be credited with the withdrawn Old Notes, and otherwise comply with the procedures of DTC.

        All questions as to the validity, form and eligibility, time of receipt and acceptance of withdrawal notices will be determined by the Company, in its sole discretion, whose determination shall be final and binding on all parties. Any Old Notes so withdrawn will be considered not to have been validly tendered for exchange for purposes of the exchange offer. New Notes will not be issued in exchange for such withdrawn Old Notes unless the Old Notes so withdrawn are validly re-tendered. Neither the Company, the Exchange Agent nor any other person shall be under any duty to give notification of any defect or irregularity with respect to any notice of withdrawal nor shall any of them incur any liability for failure to give such notification. Any Old Notes that have been tendered but that are properly withdrawn will be returned to the Holder thereof or, in the case of Old Notes tendered by book-entry transfer into the Exchange Agent's account at DTC using the book-entry procedures described in the Prospectus under "The Exchange Offer—Book-Entry Transfer," credited to an account maintained at DTC, without cost to such Holder promptly after the expiration or termination of the Exchange Offer. Holders of Old Notes who have properly withdrawn Old Notes and wish to re-tender them, may do so by following one of the procedures described under "—Procedures for Tendering Old Notes" above at any time on or prior to the Expiration Date.

        12.    Security Transfer Taxes.    Except as otherwise provided in this Instruction 12, the Company will pay any transfer taxes with respect to the transfer of Old Notes to it or its order pursuant to the Exchange Offer. If, however, New Notes are to be delivered to, or are to be issued in the name of, any person other than the registered Holder of the Old Notes tendered, or if a transfer tax is imposed for any reason other than the exchange of Old Notes in connection with the Exchange Offer, then the amount of any such transfer tax (whether imposed on the registered Holder or any other persons) will be payable by the tendering Holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with the Letter of Transmittal, the amount of such transfer taxes will be billed directly to such tendering Holder.

        13.    Questions, Requests for Assistance and Additional Copies.    Questions and requests for assistance should be directed to the Exchange Agent at its address and telephone number set forth on the front of this Letter of Transmittal. Additional copies of the Prospectus, this Letter of Transmittal and requests for Notices of Guaranteed Delivery may be obtained from the Exchange Agent or from your brokers, dealers, commercial banks, trust companies or other nominees.

IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE THEREOF), OR AGENT'S MESSAGE IN LIEU THEREOF, AND ALL OTHER REQUIRED DOCUMENTS MUST BE ACTUALLY RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR TO THE EXPIRATION DATE.

16

Form       W-9
(Rev. January 2011)
  
Department of the Treasury
Internal Revenue Service Request for Taxpayer
Identification Number and Certification Give Form to the
requester. Do not
send to the IRS.

Print or type
        See Specific Instructions on page 2.

Name (as shown on your income tax return)
Business name/disregarded entity name, if different from above
Check appropriate box for federal tax
classification (required):    o Individual/sole proprietor    o C Corporation    o S Corporation    o Partnership    o Trust/estate
		o Exempt payee
o Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership) > .....
o Other (see instructions) >
Address (number, street, and apt. or suite no.)	Requester's name and address (optional)
City, state, and ZIP code
List account number(s) here (optional)

  Part I Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. The TIN provided must match the name given on the "Name" line to avoid backup withholding. For individuals, this is your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3.

Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose number to enter.

Social security number
[  ][  ][  ]-[  ][  ]-[  ][  ][  ][  ]

Employer identification number
[  ][  ]-[  ][  ][  ][  ][  ][  ]

  Part II Certification

Under penalties of perjury, I certify that:

1.	The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and
2.	I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and
3.	I am a U.S. citizen or other U.S. person (defined below).

Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions on page 4.

Sign
Here Signature of
U.S. person > Date >

General Instructions

Section references are to the Internal Revenue Code unless otherwise noted.

Purpose of Form

A person who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) to report, for example, income paid to you, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA.

     Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN to the person requesting it (the requester) and, when applicable, to:

     1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued),

     2. Certify that you are not subject to backup withholding, or

     3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners' share of effectively connected income.

Note. If a requester gives you a form other than Form W-9 to request your TIN, you must use the requester's form if it is substantially similar to this Form W-9.

Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are:

• An individual who is a U.S. citizen or U.S. resident alien,

• A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States,

• An estate (other than a foreign estate), or

• A domestic trust (as defined in Regulations section 301.7701-7).

Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax on any foreign partners' share of income from such business. Further, in certain cases where a Form W-9 has not been received, a partnership is required to presume that a partner is a foreign person, and pay the withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid withholding on your share of partnership income.

Cat. No. 10231X Form W-9 (Rev. 1-2011)

Form W-9 (Rev. 1-2011) Page 2

     The person who gives Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States is in the following cases:

• The U.S. owner of a disregarded entity and not the entity,

• The U.S. grantor or other owner of a grantor trust and not the trust, and

• The U.S. trust (other than a grantor trust) and not the beneficiaries of the trust.

Foreign person. If you are a foreign person, do not use Form W-9. Instead, use the appropriate Form W-8 (see Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities).

Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a "saving clause." Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes.

     If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items:

     1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien.

     2. The treaty article addressing the income.

     3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions.

     4. The type and amount of income that qualifies for the exemption from tax.

     5. Sufficient facts to justify the exemption from tax under the terms of the treaty article.

Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption.

     If you are a nonresident alien or a foreign entity not subject to backup withholding, give the requester the appropriate completed Form W-8.

What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS a percentage of such payments. This is called "backup withholding." Payments that may be subject to backup withholding include interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding.

     You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return.

Payments you receive will be subject to backup withholding if:

     1. You do not furnish your TIN to the requester,

     2. You do not certify your TIN when required (see the Part II instructions on page 3 for details),

     3. The IRS tells the requester that you furnished an incorrect TIN,

     4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or

     5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only).

     Certain payees and payments are exempt from backup withholding. See the instructions below and the separate Instructions for the Requester of Form W-9.

     Also see Special rules for partnerships on page 1.

Updating Your Information

You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated information if you are a C corporation that elects to be an S corporation, or if you no longer are tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account, for example, if the grantor of a grantor trust dies.

Penalties

Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties.

Specific Instructions

Name

If you are an individual, you must generally enter the name shown on your income tax return. However, if you have changed your last name, for instance, due to marriage without informing the Social Security Administration of the name change, enter your first name, the last name shown on your social security card, and your new last name.

     If the account is in joint names, list first, and then circle, the name of the person or entity whose number you entered in Part I of the form.

Sole proprietor. Enter your individual name as shown on your income tax return on the "Name" line. You may enter your business, trade, or "doing business as (DBA)" name on the "Business name/disregarded entity name" line.

Partnership, C Corporation, or S Corporation. Enter the entity's name on the "Name" line and any business, trade, or "doing business as (DBA) name" on the "Business name/disregarded entity name" line.

Disregarded entity. Enter the owner's name on the "Name" line. The name of the entity entered on the "Name" line should never be a disregarded entity. The name on the "Name" line must be the name shown on the income tax return on which the income will be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a domestic owner, the domestic owner's name is required to be provided on the "Name" line. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity's name on the "Business name/disregarded entity name" line. If the owner of the disregarded entity is a foreign person, you must complete an appropriate Form W-8.

Note. Check the appropriate box for the federal tax classification of the person whose name is entered on the "Name" line (Individual/sole proprietor, Partnership, C Corporation, S Corporation, Trust/estate).

Limited Liability Company (LLC). If the person identified on the "Name" line is an LLC, check the "Limited liability company" box only and enter the appropriate code for the tax classification in the space provided. If you are an LLC that is treated as a partnership for federal tax purposes, enter "P" for partnership. If you are an LLC that has filed a Form 8832 or a Form 2553 to be taxed as a corporation, enter "C" for C corporation or "S" for S corporation. If you are an LLC that is disregarded as an entity separate from its owner under Regulation section 301.7701-3 (except for employment and excise tax), do not check the LLC box unless the owner of the LLC (required to be identified on the "Name" line) is another LLC that is not disregarded for federal tax purposes. If the LLC is disregarded as an entity separate from its owner, enter the appropriate tax classification of the owner identified on the "Name" line.

Form W-9 (Rev. 1-2011) Page 3

Other entities. Enter your business name as shown on required federal tax documents on the "Name" line. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on the "Business name/ disregarded entity name" line.

Exempt Payee

If you are exempt from backup withholding, enter your name as described above and check the appropriate box for your status, then check the "Exempt payee" box in the line following the "Business name/ disregarded entity name," sign and date the form.

Generally, individuals (including sole proprietors) are not exempt from backup withholding. Corporations are exempt from backup withholding for certain payments, such as interest and dividends.

Note. If you are exempt from backup withholding, you should still complete this form to avoid possible erroneous backup withholding.

     The following payees are exempt from backup withholding:

     1. An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2),

     2. The United States or any of its agencies or instrumentalities,

     3. A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities,

     4. A foreign government or any of its political subdivisions, agencies, or instrumentalities, or

     5. An international organization or any of its agencies or instrumentalities.

     Other payees that may be exempt from backup withholding include:

     6. A corporation,

     7. A foreign central bank of issue,

     8. A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States,

     9. A futures commission merchant registered with the Commodity Futures Trading Commission,

     10. A real estate investment trust,

     11. An entity registered at all times during the tax year under the Investment Company Act of 1940,

     12. A common trust fund operated by a bank under section 584(a),

     13. A financial institution,

     14. A middleman known in the investment community as a nominee or custodian, or

     15. A trust exempt from tax under section 664 or described in section 4947.

     The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 15.

IF the payment is for . . .	THEN the payment is exempt for . . .
Interest and dividend payments	All exempt payees except for 9
Broker transactions	Exempt payees 1 through 5 and 7 through 13. Also, C corporations.
Barter exchange transactions and patronage dividends	Exempt payees 1 through 5
Payments over $600 required to be reported and direct sales over $5,000 1	Generally, exempt payees 1 through 7 2

¹ See Form 1099-MISC, Miscellaneous Income, and its instructions.

² However, the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys' fees, gross proceeds paid to an attorney, and payments for services paid by a federal executive agency.

Part I. Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below.

     If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. However, the IRS prefers that you use your SSN.

     If you are a single-member LLC that is disregarded as an entity separate from its owner (see Limited Liability Company (LLC) on page 2), enter the owner's SSN (or EIN, if the owner has one). Do not enter the disregarded entity's EIN. If the LLC is classified as a corporation or partnership, enter the entity's EIN.

Note. See the chart on page 4 for further clarification of name and TIN combinations.

How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local Social Security Administration office or get this form online at www.ssa.gov. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/businesses and clicking on Employer Identification Number (EIN) under Starting a Business. You can get Forms W-7 and SS-4 from the IRS by visiting IRS.gov or by calling 1-800-TAX-FORM (1-800-829-3676).

     If you are asked to complete Form W-9 but do not have a TIN, write "Applied For" in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester.

Note. Entering "Applied For" means that you have already applied for a TIN or that you intend to apply for one soon.

Caution: A disregarded domestic entity that has a foreign owner must use the appropriate Form W-8.

Part II. Certification

To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if item 1, below, and items 4 and 5 on page 4 indicate otherwise.

     For a joint account, only the person whose TIN is shown in Part I should sign (when required). In the case of a disregarded entity, the person identified on the "Name" line must sign. Exempt payees, see Exempt Payee on page 3.

Signature requirements. Complete the certification as indicated in items 1 through 3, below, and items 4 and 5 on page 4.

1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification.

2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form.

3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification.

Form W-9 (Rev. 1-2011) Page 4

4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. "Other payments" include payments made in the course of the requester's trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations).

5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification.

What Name and Number To Give the Requester
For this type of account:			Give name and SSN of:
1.	Individual		The individual
2.	Two or more individuals (joint account)		The actual owner of the account or, if combined funds, the first individual on the account 1
3.	Custodian account of a minor (Uniform Gift to Minors Act)		The minor 2
4.	a.	The usual revocable savings trust (grantor is also trustee)	The grantor-trustee 1
	b.	So-called trust account that is not a legal or valid trust under state law	The actual owner 1
5.	Sole proprietorship or disregarded entity owned by an individual		The owner 3
6.	Grantor trust filing under Optional Form 1099 Filing Method 1 (see Regulation section 1.671-4(b)(2)(i)(A))		The grantor*
For this type of account:			Give name and EIN of:
7.	Disregarded entity not owned by an individual		The owner
8.	A valid trust, estate, or pension trust		Legal entity 4
9.	Corporate or LLC electing corporate status on Form 8832 or Form 2553		The corporation
10.	Association, club, religious, charitable, educational, or other tax-exempt organization		The organization
11.	Partnership or multi-member LLC		The partnership
12.	A broker or registered nominee		The broker or nominee
13.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments		The public entity
14.	Grantor trust filing under the Form 1041 Filing Method or the Optional Form 1099 Filing Method 2 (see Regulation section 1.671-4(b)(2)(i)(B))		The trust

¹ List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person's number must be furnished.

² Circle the minor's name and furnish the minor's SSN.

³ You must show your individual name and you may also enter your business or "DBA" name on the "Business name/disregarded entity" name line. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN.

⁴ List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Also see Special rules for partnerships on page 1.

^* Note. Grantor also must provide a Form W-9 to trustee of trust.

Note. If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

Secure Your Tax Records from Identity Theft

Identity theft occurs when someone uses your personal information such as your name, social security number (SSN), or other identifying information, without your permission, to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund.

     To reduce your risk:

• Protect your SSN,

• Ensure your employer is protecting your SSN, and

• Be careful when choosing a tax preparer.

     If your tax records are affected by identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter.

     If your tax records are not currently affected by identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity or credit report, contact the IRS Identity Theft Hotline at 1-800-908-4490 or submit Form 14039.

     For more information, see Publication 4535, Identity Theft Prevention and Victim Assistance.

     Victims of identity theft who are experiencing economic harm or a system problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD 1-800-829-4059.

Protect yourself from suspicious emails or phishing schemes. Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft.

     The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts.

     If you receive an unsolicited email claiming to be from the IRS, forward this message to phishing@irs.gov. You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration at 1-800-366-4484. You can forward suspicious emails to the Federal Trade Commission at: spam@uce.gov or contact them at www.ftc.gov/idtheft or 1-877-IDTHEFT (1-877-438-4338).

     Visit IRS.gov to learn more about identity theft and how to reduce your risk.

Privacy Act Notice

Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. possessions for use in administering their laws. The information also may be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent information.

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Exhibit 99.1

LETTER OF TRANSMITTAL

EX-99.2

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Exhibit 99.2

NOTICE OF GUARANTEED DELIVERY

EMERGENCY MEDICAL SERVICES CORPORATION

OFFER TO EXCHANGE
ANY AND ALL OUTSTANDING

8.125% Senior Notes due 2019

for

a Like Principal Amount of Corresponding New Notes
Registered Under the Securities Act of 1933, as amended (the "Securities Act")

This Notice of Guaranteed Delivery, or one substantially equivalent to this form, must be used to accept the Exchange Offer (as defined below) if (i) certificates for the Company's issued and outstanding 8.125% Senior Notes due 2019 (the "Old Notes") to be tendered are not immediately available, (ii) the Old Notes, together with the Letter of Transmittal (or facsimile thereof), or an Agent's Message in lieu thereof, and all other required documents cannot be delivered to Wilmington Trust, National Association (the "Exchange Agent") on or prior to the Expiration Date, as defined below, or (iii) the procedure for book-entry transfer cannot be completed prior to the Expiration Date. This Notice of Guaranteed Delivery, or an appropriate Agent's Message with respect to guaranteed delivery in lieu thereof, may be delivered by hand, overnight courier or mail, or facsimile transmission, to the Exchange Agent. See "The Exchange Offer—Guaranteed Delivery Procedures" in the Prospectus. In addition, in order to utilize the guaranteed delivery procedure to tender Old Notes pursuant to the Exchange Offer, a completed, signed and dated Letter of Transmittal relating to the Old Notes (or facsimile thereof), or an appropriate Agent's Message in lieu thereof, must also be actually received by the Exchange Agent prior to the Expiration Date. Terms not defined herein have the meanings assigned to them in the Prospectus.

        THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT                         P.M., NEW YORK CITY TIME, ON                        , 2011 (THE "EXPIRATION DATE") UNLESS THE OFFER IS EXTENDED, IN WHICH CASE "EXPIRATION DATE" MEANS THE LATEST DATE AND TIME TO WHICH THE EXCHANGE OFFER IS EXTENDED. TENDERS MAY BE WITHDRAWN PRIOR TO THE EXPIRATION DATE.

The Exchange Agent for the Exchange Offer is: WILMINGTON TRUST, NATIONAL ASSOCIATION

By Registered or Certified Mail:	By Regular Mail or Overnight Courier:	In Person by Hand Only:
Wilmington Trust, National Association c/o Wilmington Trust Company Corporate Capital Markets Rodney Square North 1100 North Market Street Wilmington, Delaware 19890-1626 Attention: Sam Hamed	Wilmington Trust, National Association c/o Wilmington Trust Company Corporate Capital Markets Rodney Square North 1100 North Market Street Wilmington, DE 19890-1626 Attention: Sam Hamed	Wilmington Trust, National Association c/o Wilmington Trust Company Corporate Capital Markets Rodney Square North 1100 North Market Street Wilmington, DE 19890-1626 Attention: Sam Hamed
By Facsimile: (for Eligible Institutions only) (302) 636-4139 Attn: Sam Hamed		For Information or Confirmation by Telephone: (302) 636-6181 Attn: Sam Hamed

        DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN THE ADDRESS OF THE EXCHANGE AGENT AS SET FORTH ABOVE OR TRANSMISSION OF THIS NOTICE OF GUARANTEED DELIVERY VIA FACSIMILE TO A

NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. DELIVERY WILL BE DEEMED MADE ONLY WHEN ALL REQUIRED DOCUMENTATION IS ACTUALLY RECEIVED BY THE EXCHANGE AGENT. DELIVERY OF DOCUMENTS OR INSTRUCTIONS TO THE DEPOSITORY TRUST COMPANY ("DTC") DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.

        THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN ELIGIBLE INSTITUTION UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.

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Ladies and Gentlemen:

        The undersigned hereby tenders to Emergency Medical Services Corporation (the "Company"), upon the terms and subject to the conditions set forth in the Prospectus dated                        , 2011 (as the same may be amended or supplemented from time to time, the "Prospectus"), and the related Letter of Transmittal (which together constitute the "Exchange Offer"), receipt of which is hereby acknowledged, the aggregate principal amount of Old Notes set forth below pursuant to the guaranteed delivery procedures set forth in the Prospectus under the caption "The Exchange Offer—Guaranteed Delivery Procedures."

Aggregate Principal Amount Name(s) of Registered Holder(s):

Amount Tendered: $ *

Certificate No.(s) (if available):

$ 

(TOTAL PRINCIPAL AMOUNT REPRESENTED BY NOTES CERTIFICATE(S))

*

Must be in minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof.

If Old Notes will be tendered by book-entry transfer, provide the following information:

DTC Account Number:

Date:

        All authority herein conferred or agreed to be conferred shall survive and shall not be affected by the death or incapacity of the undersigned, and every obligation of the undersigned hereunder shall be binding upon the heirs, executors, personal representatives, trustees in bankruptcy, legal representatives, successors and assigns of the undersigned.

PLEASE SIGN HERE

x		x
x		x
	Signature(s) of Holder(s) or Authorized Signatory		Date

Area Code and Telephone Number:

        Must be signed by the Holder(s) of the Old Notes as their name(s) appear(s) on certificates for Old Notes or on a security position listing, or by person(s) authorized to become registered Holder(s) by endorsement and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or corporation or other person acting in a fiduciary or representative capacity, such person must so indicate when signing and set forth such person's full title below and, unless waived by the Company, submit proper evidence satisfactory to the Company of such person's authority to so act.

3

PLEASE PRINT NAME(S) AND ADDRESS(ES)

Name(s):

Capacity:

Address(es):

4

GUARANTEE OF DELIVERY
(NOT TO BE USED FOR SIGNATURE GUARANTEE)

        The undersigned, a firm or other entity identified as an Eligible Institution in the Prospectus under "The Exchange Offer—Guaranteed Delivery Procedures" hereby guarantees to deliver to the Exchange Agent, at its address set forth above, either the Old Notes tendered hereby in proper form for transfer, or confirmation of the book-entry transfer of such Old Notes to the Exchange Agent's account at DTC, pursuant to the procedures for book-entry transfer set forth in the Prospectus under "The Exchange Offer—Guaranteed Delivery Procedures," in either case together with an appropriate Agent's Message, or a properly completed and duly executed Letter of Transmittal (or facsimile thereof), and all other required documents, within three New York Stock Exchange trading days after the Expiration Date.

        The undersigned acknowledges that it must communicate the guarantee to the Exchange Agent and must deliver such Agent's Message or Letter of Transmittal (or facsimile thereof) in lieu thereof and the Old Notes tendered hereby to the Exchange Agent within the time period set forth above and that failure to do so could result in a financial loss to the undersigned.

Name of Firm	Authorized Signature
Address	Title
Zip Code	(Please Type or Print)

Area Code and Telephone Number Date:

NOTE: DO NOT SEND CERTIFICATES FOR OLD NOTES WITH THIS FORM. CERTIFICATES FOR OLD NOTES SHOULD ONLY BE SENT WITH THE LETTER OF TRANSMITTAL.

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Exhibit 99.2

NOTICE OF GUARANTEED DELIVERY
PLEASE SIGN HERE
PLEASE PRINT NAME(S) AND ADDRESS(ES)
GUARANTEE OF DELIVERY (NOT TO BE USED FOR SIGNATURE GUARANTEE)

EX-99.3

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Exhibit 99.3

LETTER TO NOMINEE

EMERGENCY MEDICAL SERVICES CORPORATION

OFFER TO EXCHANGE
ANY AND ALL OUTSTANDING

8.125% Senior Notes due 2019

for

a Like Principal Amount of Corresponding New Notes
Registered Under the Securities Act of 1933, as amended (the "Securities Act")

To: Registered Holders and the Depository Trust Company Participants:

        Enclosed are the materials listed below relating to the offer by Emergency Medical Services Corporation (the "Company"), to exchange its issued and outstanding 8.125% Senior Notes due 2019 (the "Old Notes") for a like principal amount of its 8.125% Senior Notes due 2019 (the "New Notes") which have been registered under the Securities Act, from the registered holders thereof (each, a "Holder" and, collectively, the "Holders"), upon the terms and subject to the conditions set forth in the Company's Prospectus, dated                    , 2011, and the related Letter of Transmittal (which together constitute the "Exchange Offer").

        Enclosed herewith are copies of the following documents:

        1.     Prospectus, dated                    , 2011 (as the same may be amended or supplemented from time to time, the "Prospectus");

        2.     The Letter of Transmittal for your use and for the information of your clients;

        3.     A Form of Notice of Guaranteed Delivery to be used to accept the Exchange Offer if Old Notes are not immediately available, or time will not permit Old Notes to reach the Exchange Agent prior to the Expiration Date (as defined below), or the procedure for book-entry transfer cannot be completed prior to the Expiration Date;

        4.     An Instruction to the Registered Holder or Book-Entry Transfer Participant from Beneficial Owner; and

        5.     A form of Letter to Clients which may be sent to your clients for whose account you hold Old Notes registered in your name or the name of your nominee, with space provided for obtaining such clients' instructions with regard to the Exchange Offer.

We urge you to contact your clients promptly. Please note that the Exchange Offer will expire at         p.m., New York City time, on                    , 2011 (the "Expiration Date"), unless the offer is extended, in which case "Expiration Date" means the latest date and time to which the Exchange Offer is extended.

        The Exchange Offer is not conditioned upon any minimum or maximum aggregate principal amount of Old Notes being tendered.

        Pursuant to the Letter of Transmittal, each Holder of Old Notes will represent to the Company that (i) such Holder is acquiring the New Notes in the ordinary course of business, (b) such Holder has no arrangement or understanding with any person to participate in a distribution of the New Notes or the Old Notes within the meaning of the Securities Act, (c) such Holder is not an "affiliate" (as defined in Rule 405 of the Securities Act) of the Company or the Guarantors, (d) if such Holder is not a broker-dealer, such Holder is not engaged in, and does not intend to engage in, the distribution of the New Notes, (e) if such Holder is a broker-dealer, such holder will receive the New Notes for its own account in exchange for Old Notes that were acquired as a result of market-making activities or

1

other trading activities and will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale or transfer of such New Notes, and (f) such Holder is not acting on behalf of any person who could not truthfully make the foregoing representations

        Each tendering Holder that is a broker-dealer that will receive New Notes for its own account in exchange for Old Notes, will represent to the Company that the Old Notes to be exchanged for the New Notes were acquired by it as a result of market-making activities or other trading activities, and acknowledges and represents that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes. By so acknowledging and representing, by delivering such a prospectus, such broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

        The enclosed Instruction to Registered Holder or Book-Entry Transfer Participant from Beneficial Owner contains an authorization by the beneficial owners of the Old Notes for you to make the foregoing representations.

        The Company will not pay any fee or commission to any broker or dealer to any other persons (other than the Exchange Agent) in connection with the solicitation of tenders of Old Notes pursuant to the Exchange Offer. The Company will pay or cause to be paid any transfer taxes payable on the transfer of Old Notes to it, except as otherwise provided in Instruction 12 of the enclosed Letter of Transmittal.

        Additional copies of the enclosed material may be obtained from the undersigned.

        Any inquiries you may have with respect to Exchange Offer, or requests for additional copies of the enclosed materials, should be directed to Wilmington Trust, National Association, the Exchange Agent for the Exchange Offer, at its address and telephone number set forth on the front of the Letter of Transmittal.

Very truly yours,

EMERGENCY MEDICAL SERVICES CORPORATION

NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY PERSON AS AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER OF THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.

Enclosures

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Exhibit 99.3

LETTER TO NOMINEE EMERGENCY MEDICAL SERVICES CORPORATION OFFER TO EXCHANGE ANY AND ALL OUTSTANDING

EX-99.4

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Exhibit 99.4

LETTER TO CLIENTS

EMERGENCY MEDICAL SERVICES CORPORATION

OFFER TO EXCHANGE
ANY AND ALL OUTSTANDING

8.125% Senior Notes due 2019

for

a Like Principal Amount of Corresponding New Notes
Registered Under the Securities Act of 1933, as amended (the "Securities Act")

        THE EXCHANGE OFFER WILL EXPIRE AT                         P.M., NEW YORK CITY TIME, ON                                    , 2011 (THE "EXPIRATION DATE"), UNLESS EXTENDED, IN WHICH CASE "EXPIRATION DATE" MEANS THE LATEST DATE AND TIME TO WHICH THE EXCHANGE OFFER IS EXTENDED. OLD NOTES TENDERED IN THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE.

To Our Clients:

        We are enclosing with this letter a Prospectus, dated                                    , 2011, of Emergency Medical Services Corporation (the "Company") and the related Letter of Transmittal. These two documents together constitute the Company's offer (the "Exchange Offer") to exchange its issued and outstanding 8.125% Senior Notes due 2019 (the "Old Notes") for a like principal amount of its 8.125% Senior Notes Due 2019 (the "New Notes"), which have been registered under the Securities Act, from the registered holders thereof (each, a "Holder" and, collectively, the "Holders"), upon the terms and subject to the conditions of the Exchange Offer. The Exchange Offer is not conditioned upon any minimum or maximum aggregate principal amount of Old Notes being tendered for exchange.

        We are the Holder of record of Old Notes held by us for your own account. A tender of your Old Notes held by us can be made only by us as the registered Holder according to your instructions. The Letter of Transmittal is furnished to you for your information only and cannot be used by you to tender Old Notes held by us for your account.

        We request instructions as to whether you wish to tender any or all of the Old Notes held by us for your account upon the terms and subject to the conditions of the Exchange Offer. We also request that you confirm that we may, on your behalf, make the representations contained in the Letter of Transmittal.

Very truly yours,

EMERGENCY MEDICAL SERVICES CORPORATION

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LETTER TO CLIENTS EMERGENCY MEDICAL SERVICES CORPORATION OFFER TO EXCHANGE ANY AND ALL OUTSTANDING

EX-99.5

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Exhibit 99.5

INSTRUCTION TO REGISTERED HOLDER OR DTC
PARTICIPANT FROM BENEFICIAL OWNER
OF
EMERGENCY MEDICAL SERVICES CORPORATION

8.125% Senior Notes Due 2019
(the "Old Notes")

To Registered Holder or Participant of the Depository Trust Company ("DTC"):

        The undersigned hereby acknowledges receipt and review of the Prospectus, dated                                    , 2011, (as the same may be amended or supplemented from time to time, the "Prospectus") of Emergency Medical Services Corporation (the "Company") and the related Letter of Transmittal. These two documents together constitute the Company's offer (the "Exchange Offer").

        This will instruct you, the registered holder or DTC participant, as to the action to be taken by you relating to Exchange Offer for the Old Notes held by you for the account of the undersigned.

        The aggregate principal amount of the Old Notes held by you for the account of the undersigned is (fill in amount):

$                                                                                          of the Old Notes

        With respect to the Exchange Offer, the undersigned hereby instructs you (check appropriate box):

o

To TENDER all Old Notes held by you for the account of the undersigned.

o

To TENDER the following amount of Old Notes held by you for the account of the undersigned (insert aggregate principal amount of Old Notes to be tendered, if any):

$                                                                                          of the Old Notes

o

NOT to TENDER any Old Notes held by you for the account of the undersigned.

IF NO BOX IS CHECKED, A SIGNED AND RETURNED COPY OF THIS INSTRUCTION TO THE REGISTERED HOLDER OR DTC PARTICIPANT WILL BE DEEMED TO INSTRUCT YOU TO TENDER ALL OLD NOTES HELD BY YOU FOR THE ACCOUNT OF THE UNDERSIGNED.

        If the undersigned instructs you to tender any Old Notes held by you for the account of the undersigned, it is understood that you are authorized to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner, including, but not limited to, the representations that:

•

any New Notes to be received by the undersigned will be acquired in the ordinary course of its business;

•

the undersigned has no arrangements or understandings with any person to participate in the distribution of the Old Notes or New Notes within the meaning of the Securities Act;

•

the undersigned is not an "affiliate" within the meaning of Rule 405 under the Securities Act of the Company or any Guarantor;

•

if the undersigned is a broker-dealer, it will receive the New Notes for its own account in exchange for the Old Notes acquired as a result of market-making activities or other trading activities and that it will deliver a prospectus in connection with any resale of New Notes;

•

if the undersigned is not a broker-dealer, it is not engaged in and does not intend to engage in the distribution of the New Notes; and

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•

the undersigned is not acting on behalf of any person that could not truthfully make any of the foregoing representations or any other representations or warranties included in the Letter of Transmittal.

        If the undersigned is a broker-dealer that will receive New Notes for its own account in exchange for Old Notes, it represents that the Old Notes to be exchanged for the New Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes; however, by so acknowledging and by delivering a prospectus meeting the requirements of the Securities Act, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

SIGN HERE

Name of beneficial owner(s):

Signature(s):

Name(s) (please print):

Address:

Telephone Number:

Taxpayer Identification or Social Security Number:

Date:

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INSTRUCTION TO REGISTERED HOLDER OR DTC PARTICIPANT FROM BENEFICIAL OWNER OF EMERGENCY MEDICAL SERVICES CORPORATION