**Exhibit4.23**

 

**SUPPLEMENTAL INDENTURE NO. 16**

 

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

 

W I T N E S S E T H

 

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

 

WHEREAS, the Indenture provides that undercertain circumstances the Guaranteeing Subsidiary shall execute and deliver tothe Trustee a supplemental indenture pursuant to which the GuaranteeingSubsidiary shall unconditionally guarantee all of the Issuers’ Obligationsunder 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 “SubsidiaryGuarantee”); and

 

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

 

NOW THEREFORE, in consideration of theforegoing and for other good and valuable consideration, the receipt of whichis hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutuallycovenant and agree for the equal and ratable benefit of the Holders of theNotes as follows:

 

# 1.             Capitalized Terms.  Capitalized terms used herein withoutdefinition shall have the meanings assigned to them in the Indenture.

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# 2.             Agreement to Guarantee.  The Guaranteeing Subsidiary hereby agrees asfollows with respect to its Subsidiary Guarantee:

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## (a)           Along with all other Guarantors, to jointly and severallyunconditionally Guarantee to each Holder of a Note authenticated and deliveredby the Trustee and to the Trustee and its successors and assigns, irrespectiveof the validity and enforceability of the Indenture, the Notes or theobligations of the Issuers hereunder or thereunder, that:

##  

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

 

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### (ii)           incase of any extension of time of payment or renewal of any Notes or any of suchother obligations, that same will be promptly paid in full when due orperformed in accordance with the terms of the extension or renewal, whether atstated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performanceso guaranteed for whatever reason, the Guarantors shall be jointly andseverally obligated to pay the same immediately.  Each Guarantor agrees that this is aguarantee 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 theIndenture, the absence of any action to enforce the same, any waiver or consentby 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 thesame or any other circumstance which might otherwise constitute a legal orequitable discharge or defense of a Guarantor. Subject to Section 6.06 of the Indenture, each Guarantor herebywaives diligence, presentment, demand of payment, filing of claims with a courtin the event of insolvency or bankruptcy of an Issuer, any right to require aproceeding first against an Issuer, protest, notice and all demands whatsoeverand covenants that this Subsidiary Guarantee shall not be discharged except bycomplete performance of the obligations contained in the Notes and theIndenture.

##  

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

##  

## (d)           The Guaranteeing Subsidiary shall not be entitled to anyright of subrogation in relation to the Holders in respect of any obligationsguaranteed hereby until payment in full of all obligations guaranteedhereby.  The Guaranteeing Subsidiaryfurther agrees that, as between the Guarantors, on the one hand, and theHolders and the Trustee, on the other hand, (x) the maturity of theobligations guaranteed hereby may be accelerated as provided in Article 6of the Indenture for the purposes of this Subsidiary Guarantee, notwithstandingany stay, injunction or other prohibition preventing such acceleration inrespect of the obligations guaranteed hereby, and (y) in the event of anydeclaration of acceleration of such obligations as provided in Article 6of the Indenture, such obligations (whether or not due and payable) shallforthwith become due and payable by the Guarantors for the purpose of thisSubsidiary Guarantee.  The Guarantorsshall have the right to seek contribution from any non-paying Guarantor so longas the exercise of such right does not impair the rights of the Holders underthe Guarantee.

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## (e)           Pursuant to Section 11.03 of the Indenture, aftergiving effect to any maximum amount and any other contingent and fixed liabilitiesthat are relevant under any applicable Bankruptcy or fraudulent conveyancelaws, and after giving effect to any collections from, rights to receivecontribution from or payments made by or on behalf of any other Guarantor inrespect of the obligations of such other Guarantor under Article 11 of theIndenture 

 

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## shallresult in the obligations of such Guarantor under its Subsidiary Guarantee notconstituting a fraudulent transfer or conveyance.

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

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# 4.             Releases.

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## (a)           The Subsidiary Guarantee of a Subsidiary Guarantor shall bereleased:

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### (i)            inconnection with any sale or other disposition of all or substantially all ofthe assets of that Subsidiary Guarantor (including by way of merger orconsolidation), if the Issuer that directly or indirectly owns such SubsidiaryGuarantor applies the Net Proceeds of such sale or other disposition, inaccordance with the applicable provisions of the Indenture;

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### (ii)           inconnection with the sale of all of the capital stock of a Subsidiary Guarantor,if the Issuer that directly or indirectly owns such Subsidiary Guarantorapplies the Net Proceeds of that sale, in accordance with the applicableprovisions of the Indenture;

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### (iii)          inconnection with any transaction which results in a Subsidiary Guarantor ceasingto be a Restricted Subsidiary of an Issuer, if the transaction is not inviolation of the applicable provisions of the Indenture;

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### (iv)          ifan Issuer designates any Restricted Subsidiary of such Issuer that is aSubsidiary Guarantor as an Unrestricted Subsidiary, in accordance with theapplicable provisions of the Indenture; or

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

###  

Upon delivery by the Issuers to the Trusteeof an Officers’ Certificate and an Opinion of Counsel to the effect that suchsale or other disposition was made by the Issuers in accordance with theprovisions of the Indenture, including without limitation Section 4.10 ofthe Indenture, the Trustee shall execute any documents reasonably required inorder to evidence the release of any Subsidiary Guarantor from its obligationsunder its Subsidiary Guarantee.

 

## (b)           Any Subsidiary Guarantor not released from its obligationsunder its Subsidiary Guarantee shall remain liable for the full amount ofprincipal of and interest on the 

 

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## Notesand for the other obligations of any Guarantor under the Indenture as providedin 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 GuaranteeingSubsidiary, as such, shall have any liability for any obligations of theIssuers, Parent or the Guaranteeing Subsidiary under the Notes, any Guarantees,the Indenture, or this Supplemental Indenture or for any claim based on, inrespect of, or by reason of, such obligations or their creation.  Each Holder of the Notes by accepting a Notewaives and releases all such liability. The waiver and release are part of the consideration for issuance of theNotes.  Such waiver may not be effectiveto waive liabilities under the federal securities laws and it is the view ofthe SEC that such a waiver is against public policy.

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# 6.             NEW YORK LAW TO GOVERN.  THE INTERNAL LAW OF THE STATE OF NEW YORKSHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT WITHOUTGIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THATTHE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

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# 7.             Counterparts.  The parties may sign any number of copies ofthis Supplemental Indenture.  Each signedcopy shall be an original, but all of them together represent the sameagreement.

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

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# 9.             The Trustee.  The Trustee shall not be responsible in anymanner whatsoever for or in respect of the validity or sufficiency of thisSupplemental Indenture or for or in respect of the recitals contained herein,all of which recitals are made solely by the Guaranteeing Subsidiary and theIssuers.

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[*Signature Pages Follow.*]

 

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IN WITNESS WHEREOF, the parties hereto havecaused this Supplemental Indenture to be duly executed and attested, all as ofthe 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 |

 

 

AMERICANMEDICAL RESPONSE, INC.

HANK’SACQUISITION CORP.

FOUNTAINAMBULANCE SERVICE, INC.

MEDLIFEEMERGENCY MEDICAL SERVICE, INC.

AMERICANMEDICAL RESPONSE NORTHWEST, INC.

AMERICANMEDICAL RESPONSE WEST

METROPOLITANAMBULANCE SERVICE

AMERICANMEDICAL RESPONSE OF INLAND EMPIRE

DESERTVALLEY MEDICAL TRANSPORT, INC.

SPRINGSAMBULANCE SERVICE, INC.

 

[Signature Page to Supplemental Indenture No. 15]

 

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AMERICANMEDICAL RESPONSE OF COLORADO, INC.

INTERNATIONALLIFE SUPPORT, INC.

MEDEVACMIDAMERICA, INC.

MEDEVACMEDICAL RESPONSE, INC.

AMERICANMEDICAL RESPONSE OF OKLAHOMA, INC.

AMERICANMEDICAL RESPONSE OF TEXAS, INC.

KUTZAMBULANCE SERVICE, INC.

AMERICANMEDICAL RESPONSE HOLDINGS, INC.

AMERICANMEDICAL RESPONSE MANAGEMENT, INC.

A1LEASING, INC.

FLORIDAEMERGENCY PARTNERS, INC.

MOBILEMEDIC AMBULANCE SERVICE, INC.

METROAMBULANCE SERVICE, INC.

METROAMBULANCE SERVICE (RURAL), INC.

MEDICONE AMBULANCE SERVICES, INC.

AMERICANMEDICAL RESPONSE OF SOUTH CAROLINA, INC.

AMERICANMEDICAL RESPONSE OF NORTH CAROLINA, INC.

AMERICANMEDICAL RESPONSE OF GEORGIA, INC.

TROUPCOUNTY EMERGENCY MEDICAL SERVICES, INC.

RANDLEEASTERN AMBULANCE SERVICE, INC.

MEDI-CARSYSTEMS, INC.

MEDI-CARAMBULANCE SERVICE, INC.

AMERICANMEDICAL RESPONSE OF TENNESSEE, INC.

PHYSICIANS &SURGEONS AMBULANCE SERVICE, INC.

AMERICANMEDICAL RESPONSE OF ILLINOIS, INC.

MIDWESTAMBULANCE MANAGEMENT COMPANY

PARAMED,INC.

MERCYAMBULANCE OF EVANSVILLE, INC.

TIDEWATERAMBULANCE SERVICE, INC.

AMERICANMEDICAL RESPONSE OF CONNECTICUT, INCORPORATED

AMERICANMEDICAL RESPONSE OF MASSACHUSETTS, INC.

AMERICANMEDICAL RESPONSE MID-ATLANTIC, INC.

AMBULANCEACQUISITION, INC.

METROAMBULANCE SERVICES, INC.

BROWARDAMBULANCE, INC.

ATLANTICAMBULANCE SERVICES ACQUISITION, INC.

ATLANTIC/KEYWEST AMBULANCE, INC.

ATLANTIC/PALMBEACH AMBULANCE, INC.

SEMINOLECOUNTY AMBULANCE, INC.

LIFEFLEETSOUTHEAST, INC.

AMERICANMEDICAL PATHWAYS, INC.

ADAMTRANSPORTATION SERVICE, INC.

ASSOCIATEDAMBULANCE SERVICE, INC.

PARKAMBULANCE SERVICE INC.

FIVECOUNTIES AMBULANCE SERVICE, INC.

 

[Signature Page to Supplemental Indenture No. 16]

 

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SUNRISEHANDICAP TRANSPORT CORP.

STATHEALTHCARE, INC.

LAIDLAWMEDICAL TRANSPORTATION, INC.

MERCY,INC.

AMERICANINVESTMENT ENTERPRISES, INC.

LIFECAREAMBULANCE SERVICE, INC.

TEK,INC.

MERCYLIFE CARE

HEMETVALLEY AMBULANCE SERVICE, INC.

AMERICANMEDICAL RESPONSE OF SOUTHERN CALIFORNIA

MEDICONE OF COBB, INC.

PUCKETTAMBULANCE SERVICE, INC.

AMERICANMEDICAL RESPONSE DELAWARE VALLEY, LLC

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

REGIONALEMERGENCY SERVICES, LP

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

PROVIDACARE,L.L.C.

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

AMRBROCKTON, L.L.C.

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

 

 
| By:    | /s/  Randel G. Owen |   |
|--------|---------------------|--------|
| Name:  | Randel  G. Owen     |
| Title: | Vice  President     |

 

 

EMCAREHOLDINGS INC.

EMCARE,INC.

EMCAREOF ARIZONA, INC.

EMCAREOF CALIFORNIA, INC.

EMCAREOF MISSOURI, INC.

EMCAREOF OKLAHOMA, INC.

EMCAREOF RHODE ISLAND, INC.

EMCAREOF TEXAS, INC.

EMCAREPHYSICIAN PROVIDERS, INC.

EMCAREPHYSICIAN SERVICES, INC.

EMCARESERVICES OF ILLINOIS, INC.

ECEP,INC.

EMERGENCYMEDICINE EDUCATION SYSTEMS, INC.

EMERGENCYSPECIALISTS OF ARKANSAS, INC. II

HEALTHCAREADMINISTRATIVE SERVICES, INC.

REIMBURSEMENTTECHNOLOGIES, INC.

THEGOULD GROUP, INC.

EMERGENCYMEDICAL SERVICES CORPORATION

 

[Signature Page to Supplemental Indenture No. 16]

 

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EMSMANAGEMENT LLC

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

AMERICANEMERGENCY PHYSICIANS MANAGEMENT, INC.

PHYSICIANACCOUNT MANAGEMENT, INC.

PROVIDERACCOUNT MANAGEMENT, INC.

GLOBALMEDICAL RESPONSE, INC.

AIRAMBULANCE SPECIALISTS, INC.

EHRMANAGEMENT CO.

NEVADARED ROCK HOLDINGS, INC.

NEVADARED ROCK AMBULANCE, INC.

MEDICWESTHOLDINGS, INC.

MEDICWESTAMBULANCE, INC.

MISSION CARE SERVICES, LLC

By: American Medical Response, Inc., itsmanager

MISSION CARE OF ILLINOIS, LLC

By: Mission Care Services, Inc., its manager

By: American Medical Response, Inc., itsmanager

MISSION CARE OF MISSOURI, LLC

By: Mission Care Services, Inc., its manager

By: American Medical Response, Inc., itsmanager

ACCESS2CARE, LLC

By: Mission Care Services, Inc., its manager

By: American Medical Response, Inc., itsmanager

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]

 

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