Exhibit
4.23


 


SUPPLEMENTAL INDENTURE NO. 16


 


THIS SUPPLEMENTAL INDENTURE NO. 16 (this “Supplemental
Indenture”), dated as of September 11, 2009, is among EverRad, LLC, a Florida
limited liability company and an indirect wholly owned subsidiary of EmCare, Inc.
(the “Guaranteeing Subsidiary”); the Issuers (as defined in the
Indenture referred to herein); the other Guarantors (as defined in the
Indenture); and U.S. Bank Trust National Association, as trustee under the
Indenture referred to below (the “Trustee”).


 


W I T N E S S E T H


 


WHEREAS, the Issuers and the Guarantors party
thereto have heretofore executed and delivered to the Trustee an indenture (the
“Indenture”), dated as of February 10, 2005 providing for the
issuance of 10% Senior Subordinated Notes due 2015 (the “Notes”);


 


WHEREAS, the Indenture provides that under
certain circumstances the Guaranteeing Subsidiary shall execute and deliver to
the Trustee a supplemental indenture pursuant to which the Guaranteeing
Subsidiary shall unconditionally guarantee all of the Issuers’ Obligations
under the Notes and the Indenture on the terms and conditions set forth herein
(the guarantee of the Guaranteeing Subsidiary is referred to herein as a “Subsidiary
Guarantee”); and


 


WHEREAS, pursuant to Section 9.01 of the
Indenture, the Trustee is authorized to execute and deliver this Supplemental
Indenture.


 


NOW THEREFORE, in consideration of the
foregoing and for other good and valuable consideration, the receipt of which
is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually
covenant and agree for the equal and ratable benefit of the Holders of the
Notes as follows:


 


1.             Capitalized Terms.  Capitalized terms used herein without
definition shall have the meanings assigned to them in the Indenture.


 


2.             Agreement to Guarantee.  The Guaranteeing Subsidiary hereby agrees as
follows with respect to its Subsidiary Guarantee:


 


(a)           Along with all other Guarantors, to jointly and severally
unconditionally Guarantee to each Holder of a Note authenticated and delivered
by the Trustee and to the Trustee and its successors and assigns, irrespective
of the validity and enforceability of the Indenture, the Notes or the
obligations of the Issuers hereunder or thereunder, that:


 


(i)            the
principal of and interest on the Notes will be promptly paid in full when due,
whether at maturity, by acceleration, redemption or otherwise, and interest on
the overdue principal of and interest on the Notes, if any, if lawful, and all
other obligations of the Issuers to the Holders or the Trustee hereunder or
thereunder will be promptly paid in full or performed, all in accordance with
the terms hereof and thereof; and


 

















 


(ii)           in
case of any extension of time of payment or renewal of any Notes or any of such
other obligations, that same will be promptly paid in full when due or
performed in accordance with the terms of the extension or renewal, whether at
stated maturity, by acceleration or otherwise. 
Failing payment when due of any amount so guaranteed or any performance
so guaranteed for whatever reason, the Guarantors shall be jointly and
severally obligated to pay the same immediately.  Each Guarantor agrees that this is a
guarantee of payment and not a guarantee of collection.


 


(b)           The obligations hereunder shall be unconditional,
irrespective of the validity, regularity or enforceability of the Notes or the
Indenture, the absence of any action to enforce the same, any waiver or consent
by any Holder of the Notes with respect to any provisions hereof or thereof,
the recovery of any judgment against the Issuers, any action to enforce the
same or any other circumstance which might otherwise constitute a legal or
equitable discharge or defense of a Guarantor. 
Subject to Section 6.06 of the Indenture, each Guarantor hereby
waives diligence, presentment, demand of payment, filing of claims with a court
in the event of insolvency or bankruptcy of an Issuer, any right to require a
proceeding first against an Issuer, protest, notice and all demands whatsoever
and covenants that this Subsidiary Guarantee shall not be discharged except by
complete performance of the obligations contained in the Notes and the
Indenture.


 


(c)           If any Holder or the Trustee is required by any court or
otherwise to return to the Issuers, the Guarantors, or any Custodian, Trustee,
liquidator or other similar official acting in relation to either the Issuers
or the Guarantors, any amount paid by either to the Trustee or such Holder, this
Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated
in full force and effect.


 


(d)           The Guaranteeing Subsidiary shall not be entitled to any
right of subrogation in relation to the Holders in respect of any obligations
guaranteed hereby until payment in full of all obligations guaranteed
hereby.  The Guaranteeing Subsidiary
further agrees that, as between the Guarantors, on the one hand, and the
Holders and the Trustee, on the other hand, (x) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article 6
of the Indenture for the purposes of this Subsidiary Guarantee, notwithstanding
any stay, injunction or other prohibition preventing such acceleration in
respect of the obligations guaranteed hereby, and (y) in the event of any
declaration of acceleration of such obligations as provided in Article 6
of the Indenture, such obligations (whether or not due and payable) shall
forthwith become due and payable by the Guarantors for the purpose of this
Subsidiary Guarantee.  The Guarantors
shall have the right to seek contribution from any non-paying Guarantor so long
as the exercise of such right does not impair the rights of the Holders under
the Guarantee.


 


(e)           Pursuant to Section 11.03 of the Indenture, after
giving effect to any maximum amount and any other contingent and fixed liabilities
that are relevant under any applicable Bankruptcy or fraudulent conveyance
laws, and after giving effect to any collections from, rights to receive
contribution from or payments made by or on behalf of any other Guarantor in
respect of the obligations of such other Guarantor under Article 11 of the
Indenture 


 


2

















 


shall
result in the obligations of such Guarantor under its Subsidiary Guarantee not
constituting a fraudulent transfer or conveyance.


 


3.             Execution and Delivery.  The Guaranteeing Subsidiary agrees that the
Subsidiary Guarantee shall remain in full force and effect notwithstanding any
failure to endorse on each Note a notation of such Subsidiary Guarantee.


 


4.             Releases.


 


(a)           The Subsidiary Guarantee of a Subsidiary Guarantor shall be
released:


 


(i)            in
connection with any sale or other disposition of all or substantially all of
the assets of that Subsidiary Guarantor (including by way of merger or
consolidation), if the Issuer that directly or indirectly owns such Subsidiary
Guarantor applies the Net Proceeds of such sale or other disposition, in
accordance with the applicable provisions of the Indenture;


 


(ii)           in
connection with the sale of all of the capital stock of a Subsidiary Guarantor,
if the Issuer that directly or indirectly owns such Subsidiary Guarantor
applies the Net Proceeds of that sale, in accordance with the applicable
provisions of the Indenture;


 


(iii)          in
connection with any transaction which results in a Subsidiary Guarantor ceasing
to be a Restricted Subsidiary of an Issuer, if the transaction is not in
violation of the applicable provisions of the Indenture;


 


(iv)          if
an Issuer designates any Restricted Subsidiary of such Issuer that is a
Subsidiary Guarantor as an Unrestricted Subsidiary, in accordance with the
applicable provisions of the Indenture; or


 


(v)           if
a Subsidiary Guarantor has no outstanding Indebtedness after giving effect to
such release other than pursuant to clause (2), (4), (5), (6) (with
respect to Permitted Refinancing Indebtedness in respect of Indebtedness
initially incurred under clause (2) or (5) only), (7), (10), (11),
(12), (13), (14) or (15) of Section 4.09 of the Indenture or pursuant to
clause (9) of Section 4.09 of the Indenture (with respect to Indebtedness
incurred under any of the foregoing clauses) and an Officers’ Certificate
certifying the foregoing is presented to the Trustee together with a request to
release such Subsidiary Guarantor from its Subsidiary Guarantee.


 


Upon delivery by the Issuers to the Trustee
of an Officers’ Certificate and an Opinion of Counsel to the effect that such
sale or other disposition was made by the Issuers in accordance with the
provisions of the Indenture, including without limitation Section 4.10 of
the Indenture, the Trustee shall execute any documents reasonably required in
order to evidence the release of any Subsidiary Guarantor from its obligations
under its Subsidiary Guarantee.


 


(b)           Any Subsidiary Guarantor not released from its obligations
under its Subsidiary Guarantee shall remain liable for the full amount of
principal of and interest on the 


 


3

















 


Notes
and for the other obligations of any Guarantor under the Indenture as provided
in Article 11 of the Indenture.


 


5.             No Recourse Against Others.  No past, present or future director, officer,
employee, incorporator, stockholder or agent of Parent or the Guaranteeing
Subsidiary, as such, shall have any liability for any obligations of the
Issuers, Parent or the Guaranteeing Subsidiary under the Notes, any Guarantees,
the Indenture, or this Supplemental Indenture or for any claim based on, in
respect of, or by reason of, such obligations or their creation.  Each Holder of the Notes by accepting a Note
waives and releases all such liability. 
The waiver and release are part of the consideration for issuance of the
Notes.  Such waiver may not be effective
to waive liabilities under the federal securities laws and it is the view of
the SEC that such a waiver is against public policy.


 


6.             NEW YORK LAW TO GOVERN.  THE INTERNAL LAW OF THE STATE OF NEW YORK
SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT
THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.


 


7.             Counterparts.  The parties may sign any number of copies of
this Supplemental Indenture.  Each signed
copy shall be an original, but all of them together represent the same
agreement.


 


8.             Effect of Headings.  The Section headings herein are for
convenience only and shall not affect the construction hereof.


 


9.             The Trustee.  The Trustee shall not be responsible in any
manner whatsoever for or in respect of the validity or sufficiency of this
Supplemental Indenture or for or in respect of the recitals contained herein,
all of which recitals are made solely by the Guaranteeing Subsidiary and the
Issuers.


 


[Signature Pages Follow.]


 


4

















 


IN WITNESS WHEREOF, the parties hereto have
caused this Supplemental Indenture to be duly executed and attested, all as of
the date first above written.


 


 


	
  EVERRAD,
  LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  William A. Sanger

  	
   

  
	
  Name:

  	
  William
  A. Sanger

  
	
  Title:

  	
  Chief
  Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  AMR
  HOLDCO, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  William A. Sanger

  	
   

  
	
  Name:

  	
  William
  A. Sanger

  
	
  Title:

  	
  Chief
  Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  EMCARE
  HOLDCO, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  William A. Sanger

  	
   

  
	
  Name:

  	
  William
  A. Sanger

  
	
  Title:

  	
  Chief
  Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  EMERGENCY
  MEDICAL SERVICES L.P.

  
	
  By:
  Emergency Medical Services Corporation, its general partner

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  William A. Sanger

  	
   

  
	
  Name:

  	
  William
  A. Sanger

  
	
  Title:

  	
  Chief
  Executive Officer

  



 


 


AMERICAN
MEDICAL RESPONSE, INC.


HANK’S
ACQUISITION CORP.


FOUNTAIN
AMBULANCE SERVICE, INC.


MEDLIFE
EMERGENCY MEDICAL SERVICE, INC.


AMERICAN
MEDICAL RESPONSE NORTHWEST, INC.


AMERICAN
MEDICAL RESPONSE WEST


METROPOLITAN
AMBULANCE SERVICE


AMERICAN
MEDICAL RESPONSE OF INLAND EMPIRE


DESERT
VALLEY MEDICAL TRANSPORT, INC.


SPRINGS
AMBULANCE SERVICE, INC.


 


[Signature Page to Supplemental Indenture No. 15]


 

















 


AMERICAN
MEDICAL RESPONSE OF COLORADO, INC.


INTERNATIONAL
LIFE SUPPORT, INC.


MEDEVAC
MIDAMERICA, INC.


MEDEVAC
MEDICAL RESPONSE, INC.


AMERICAN
MEDICAL RESPONSE OF OKLAHOMA, INC.


AMERICAN
MEDICAL RESPONSE OF TEXAS, INC.


KUTZ
AMBULANCE SERVICE, INC.


AMERICAN
MEDICAL RESPONSE HOLDINGS, INC.


AMERICAN
MEDICAL RESPONSE MANAGEMENT, INC.


A1
LEASING, INC.


FLORIDA
EMERGENCY PARTNERS, INC.


MOBILE
MEDIC AMBULANCE SERVICE, INC.


METRO
AMBULANCE SERVICE, INC.


METRO
AMBULANCE SERVICE (RURAL), INC.


MEDIC
ONE AMBULANCE SERVICES, INC.


AMERICAN
MEDICAL RESPONSE OF SOUTH CAROLINA, INC.


AMERICAN
MEDICAL RESPONSE OF NORTH CAROLINA, INC.


AMERICAN
MEDICAL RESPONSE OF GEORGIA, INC.


TROUP
COUNTY EMERGENCY MEDICAL SERVICES, INC.


RANDLE
EASTERN AMBULANCE SERVICE, INC.


MEDI-CAR
SYSTEMS, INC.


MEDI-CAR
AMBULANCE SERVICE, INC.


AMERICAN
MEDICAL RESPONSE OF TENNESSEE, INC.


PHYSICIANS &
SURGEONS AMBULANCE SERVICE, INC.


AMERICAN
MEDICAL RESPONSE OF ILLINOIS, INC.


MIDWEST
AMBULANCE MANAGEMENT COMPANY


PARAMED,
INC.


MERCY
AMBULANCE OF EVANSVILLE, INC.


TIDEWATER
AMBULANCE SERVICE, INC.


AMERICAN
MEDICAL RESPONSE OF CONNECTICUT, INCORPORATED


AMERICAN
MEDICAL RESPONSE OF MASSACHUSETTS, INC.


AMERICAN
MEDICAL RESPONSE MID-ATLANTIC, INC.


AMBULANCE
ACQUISITION, INC.


METRO
AMBULANCE SERVICES, INC.


BROWARD
AMBULANCE, INC.


ATLANTIC
AMBULANCE SERVICES ACQUISITION, INC.


ATLANTIC/KEY
WEST AMBULANCE, INC.


ATLANTIC/PALM
BEACH AMBULANCE, INC.


SEMINOLE
COUNTY AMBULANCE, INC.


LIFEFLEET
SOUTHEAST, INC.


AMERICAN
MEDICAL PATHWAYS, INC.


ADAM
TRANSPORTATION SERVICE, INC.


ASSOCIATED
AMBULANCE SERVICE, INC.


PARK
AMBULANCE SERVICE INC.


FIVE
COUNTIES AMBULANCE SERVICE, INC.


 


[Signature Page to Supplemental Indenture No. 16]


 

















 


SUNRISE
HANDICAP TRANSPORT CORP.


STAT
HEALTHCARE, INC.


LAIDLAW
MEDICAL TRANSPORTATION, INC.


MERCY,
INC.


AMERICAN
INVESTMENT ENTERPRISES, INC.


LIFECARE
AMBULANCE SERVICE, INC.


TEK,
INC.


MERCY
LIFE CARE


HEMET
VALLEY AMBULANCE SERVICE, INC.


AMERICAN
MEDICAL RESPONSE OF SOUTHERN CALIFORNIA


MEDIC
ONE OF COBB, INC.


PUCKETT
AMBULANCE SERVICE, INC.


AMERICAN
MEDICAL RESPONSE DELAWARE VALLEY, LLC


By:
American Medical Response Mid-Atlantic, Inc., its sole member


REGIONAL
EMERGENCY SERVICES, LP


By:
Florida Emergency Partners, Inc., its general partner


PROVIDACARE,
L.L.C.


By:
American Medical Pathways, Inc., its sole member


AMR
BROCKTON, L.L.C.


By:
American Medical Response of Massachusetts, Inc., its manager


 


 


	
  By:

  	
  /s/
  Randel G. Owen

  	
   

  
	
  Name:

  	
  Randel
  G. Owen

  
	
  Title:

  	
  Vice
  President

  



 


 


EMCARE
HOLDINGS INC.


EMCARE,
INC.


EMCARE
OF ARIZONA, INC.


EMCARE
OF CALIFORNIA, INC.


EMCARE
OF MISSOURI, INC.


EMCARE
OF OKLAHOMA, INC.


EMCARE
OF RHODE ISLAND, INC.


EMCARE
OF TEXAS, INC.


EMCARE
PHYSICIAN PROVIDERS, INC.


EMCARE
PHYSICIAN SERVICES, INC.


EMCARE
SERVICES OF ILLINOIS, INC.


ECEP,
INC.


EMERGENCY
MEDICINE EDUCATION SYSTEMS, INC.


EMERGENCY
SPECIALISTS OF ARKANSAS, INC. II


HEALTHCARE
ADMINISTRATIVE SERVICES, INC.


REIMBURSEMENT
TECHNOLOGIES, INC.


THE
GOULD GROUP, INC.


EMERGENCY
MEDICAL SERVICES CORPORATION


 


[Signature Page to Supplemental Indenture No. 16]


 

















 


EMS
MANAGEMENT LLC


By:
AMR Holdco, Inc. and EmCare Holdco, Inc., its members


AMERICAN
EMERGENCY PHYSICIANS MANAGEMENT, INC.


PHYSICIAN
ACCOUNT MANAGEMENT, INC.


PROVIDER
ACCOUNT MANAGEMENT, INC.


GLOBAL
MEDICAL RESPONSE, INC.


AIR
AMBULANCE SPECIALISTS, INC.


EHR
MANAGEMENT CO.


NEVADA
RED ROCK HOLDINGS, INC.


NEVADA
RED ROCK AMBULANCE, INC.


MEDICWEST
HOLDINGS, INC.


MEDICWEST
AMBULANCE, INC.


MISSION CARE SERVICES, LLC


By: American Medical Response, Inc., its
manager


MISSION CARE OF ILLINOIS, LLC


By: Mission Care Services, Inc., its manager


By: American Medical Response, Inc., its
manager


MISSION CARE OF MISSOURI, LLC


By: Mission Care Services, Inc., its manager


By: American Medical Response, Inc., its
manager


ACCESS2CARE, LLC


By: Mission Care Services, Inc., its manager


By: American Medical Response, Inc., its
manager


ABBOTT AMBULANCE, INC.


ARIZONA OASIS ACQUISITION, INC.


RADIOLOGY STAFFING SOLUTIONS, INC.


RADSTAFFING MANAGEMENT SOLUTIONS, INC.


RIVER MEDICAL INCORPORATED


CLINICAL PARTNERS MANAGEMENT COMPANY, LLC


MEDASSOCIATES, LLC


TEMPLETON READINGS, LLC


EMS OFFSHORE MEDICAL SERVICES, LLC


 


 


	
  By:

  	
  /s/
  William A. Sanger

  	
   

  
	
  Name:

  	
  William
  A. Sanger

  
	
  Title:

  	
  Chief
  Executive Officer

  



 


 


	
  U.S.
  BANK TRUST NATIONAL ASSOCIATION, as Trustee

  
	
   

  
	
   

  
	
  By:

  	
  /s/
  John J. Doherty

  	
   

  
	
  Name:

  	
  John
  J. Doherty

  	
   

  
	
  Title:

  	
  Vice
  President

  	
   

  



 


[Signature Page to Supplemental Indenture No. 16]