**Exhibit 4.16**

 

**SUPPLEMENTALINDENTURE NO. 10**

 

THISSUPPLEMENTAL INDENTURE NO. 10 (this “Supplemental Indenture”), dated asof October 19, 2007, is among Arizona Oasis Acquisition, Inc., anArizona corporation and wholly owned subsidiary of American Medical Response, 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, theIssuers and the Guarantors party thereto have heretofore executed and deliveredto 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, theIndenture provides that under certain circumstances the Guaranteeing Subsidiaryshall execute and deliver to the Trustee a supplemental indenture pursuant towhich the Guaranteeing Subsidiary shall unconditionally guarantee all of theIssuers’ Obligations under the Notes and the Indenture on the terms andconditions set forth herein (the “Subsidiary Guarantee”); and

 

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

 

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

 

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

#  

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

#  

## (a)                                 Along with all other Guarantors,to jointly and severally unconditionally Guarantee to each Holder of a Noteauthenticated and delivered by the Trustee and to the Trustee and its successorsand 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 onthe Notes will be promptly paid in full when due, whether at maturity, byacceleration, redemption or otherwise, and interest on the overdue principal ofand interest on the Notes, if any, if lawful, and all other obligations of theIssuers to the Holders or the Trustee hereunder or thereunder will be promptlypaid in full or performed, all in accordance with the terms hereof and thereof;and

 

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### (ii)                                 in case of any extension of timeof payment or renewal of any Notes or any of such other obligations, that samewill be promptly paid in full when due or performed in accordance with theterms of the extension or renewal, whether at stated maturity, by accelerationor otherwise.  Failing payment when dueof any amount so guaranteed or any performance so guaranteed for whatever reason,the Guarantors shall be jointly and severally obligated to pay the sameimmediately.  Each Guarantor agrees thatthis is a guarantee of payment and not a guarantee of collection.

###  

## (b)                                The obligations hereunder shallbe unconditional, irrespective of the validity, regularity or enforceability ofthe Notes or the Indenture, the absence of any action to enforce the same, anywaiver or consent by any Holder of the Notes with respect to any provisionshereof or thereof, the recovery of any judgment against the Issuers, any actionto enforce the same or any other circumstance which might otherwise constitutea legal or equitable discharge or defense of a Guarantor.  Subject to Section 6.06 of theIndenture, each Guarantor hereby waives diligence, presentment, demand ofpayment, filing of claims with a court in the event of insolvency or bankruptcyof an Issuer, any right to require a proceeding first against an Issuer,protest, notice and all demands whatsoever and covenant that this SubsidiaryGuarantee shall not be discharged except by complete performance of theobligations contained in the Notes and the Indenture.

##  

## (c)                                 If any Holder or the Trustee isrequired by any court or otherwise to return to the Issuers, the Guarantors, orany Custodian, Trustee, liquidator or other similar official acting in relationto either the Issuers or the Guarantors, any amount paid by either to theTrustee or such Holder, this Subsidiary Guarantee, to the extent theretoforedischarged, shall be reinstated in full force and effect.

##  

## (d)                                The Guaranteeing Subsidiaryshall not be entitled to any right of subrogation in relation to the Holders inrespect of any obligations guaranteed hereby until payment in full of allobligations guaranteed hereby.  TheGuaranteeing Subsidiary further agrees that, as between the Guarantors, on theone hand, and the Holders and the Trustee, on the other hand, (x) thematurity of the obligations guaranteed hereby may be accelerated as provided inArticle 6 of the Indenture for the purposes of this Subsidiary Guarantee,notwithstanding any stay, injunction or other prohibition preventing suchacceleration in respect of the obligations guaranteed hereby, and (y) inthe event of any declaration of acceleration of such obligations as provided inArticle 6 of the Indenture, such obligations (whether or not due andpayable) shall forthwith become due and payable by the Guarantors for thepurpose of this Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from anynon-paying Guarantor so long as the exercise of such right does not impair therights of the Holders under the Guarantee.

##  

## (e)                                 Pursuant to Section 11.03of the Indenture, after giving effect to any maximum amount and any othercontingent and fixed liabilities that are relevant under any applicableBankruptcy or fraudulent conveyance laws, and after giving effect to anycollections from, rights to receive contribution from or payments made by or onbehalf of any other Guarantor in respect of the obligations of such otherGuarantor under Article 11 of the Indenture 

 

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## shall result in theobligations of such Guarantor under its Subsidiary Guarantee not constituting afraudulent transfer or conveyance.

##  

# 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.

#  

# 4.                                      Releases.

#  

## (a)                                 The Subsidiary Guarantee of the SubsidiaryGuarantor shall be released:

##  

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

###  

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

###  

### (iii)                              in connection with anytransaction which results in a Subsidiary Guarantor ceasing to be a RestrictedSubsidiary of an Issuer, if the transaction is not in violation of theapplicable provisions of the Indenture;

###  

### (iv)                             if an Issuer designates anyRestricted Subsidiary of such Issuer that is a Subsidiary Guarantor as anUnrestricted Subsidiary, in accordance with the applicable provisions of theIndenture; or

###  

### (v)                                if a Subsidiary Guarantor has nooutstanding Indebtedness after giving effect to such release other thanpursuant to clause (2), (4), (5), (6) (with respect to PermittedRefinancing Indebtedness in respect of Indebtedness initially incurred underclause (2) or (5) only), (7), (10), (11), (12), (13), (14) or (15) ofSection 4.09 of the Indenture or pursuant to clause (9) of Section 4.09of the Indenture (with respect to Indebtedness incurred under any of theforegoing clauses) and an Officers’ Certificate certifying the foregoing ispresented to the Trustee together with a request to release such SubsidiaryGuarantor from its Subsidiary Guarantee.

###  

Upon deliveryby the Issuers to the Trustee of an Officers’ Certificate and an Opinion ofCounsel to the effect that such sale or other disposition was made by theIssuers in accordance with the provisions of the Indenture, including withoutlimitation Section 4.10 of the Indenture, the Trustee shall execute anydocuments reasonably required in order to evidence the release of anySubsidiary Guarantor from its obligations under its Subsidiary Guarantee.

 

## (b)                                Any Subsidiary Guarantor notreleased from its obligations under its Subsidiary Guarantee shall remainliable for the full amount of principal of and interest on the 

 

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

##  

# 5.                                      No Recourse Against Others.  No past, present or future director, officer,employee, incorporator, stockholder or agent of Parent or a GuaranteeingSubsidiary, as such, shall have any liability for any obligations of theIssuers, Parent or any 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.

#  

# 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.

#  

# 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.

#  

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

#  

# 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.

#  

*{Signature Page Follows}*

 

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IN WITNESSWHEREOF, the parties hereto have caused this Supplemental Indenture to be dulyexecuted and attested, all as of the date first above written.

 

 
| ARIZONA OASIS ACQUISITION, INC.                                  |
|------------------------------------------------------------------|
|                                                             |   |
|                                                             |   |
| 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.             |
| AMERICAN MEDICAL RESPONSE OF COLORADO, INC. |

 

 

[Signature Page to Supplemental Indenture No. 10]

 

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| 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.                   |
| SUNRISE HANDICAP TRANSPORT CORP.                        |

 

 

[Signature Page to Supplemental Indenture No. 10]

 

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| 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 ALABAMA, INC.           |
| EMCARE CONTRACT OF ARKANSAS, INC. |
| EMCARE OF ARIZONA, INC.           |
| EMCARE OF CALIFORNIA, INC.        |
| EMCARE OF COLORADO, INC.          |
| EMCARE OF CONNECTICUT, INC.       |
| EMCARE OF FLORIDA, INC.           |
| EMCARE OF GEORGIA, INC.           |
| EMCARE OF HAWAII, INC.            |
| EMCARE OF INDIANA, INC.           |
| EMCARE OF IOWA, INC.              |
| EMCARE OF KENTUCKY, INC.          |
| EMCARE OF LOUISIANA, INC.         |
| EMCARE OF MAINE, INC.             |
| EMCARE OF MICHIGAN, INC.          |
| EMCARE OF MINNESOTA, INC.         |
| EMCARE OF MISSISSIPPI, INC.       |
| EMCARE OF MISSOURI, INC.          |

 

 

[Signature Page to Supplemental Indenture No. 10]

 

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| EMCARE OF NEVADA, INC.                                                                  |
|-----------------------------------------------------------------------------------------|
| EMCARE OF NEW HAMPSHIRE, INC.                                                           |
| EMCARE OF NEW JERSEY, INC.                                                              |
| EMCARE OF NEW MEXICO, INC.                                                              |
| EMCARE OF NEW YORK, INC.                                                                |
| EMCARE OF NORTH CAROLINA, INC.                                                          |
| EMCARE OF NORTH DAKOTA, INC.                                                            |
| EMCARE OF OHIO, INC.                                                                    |
| EMCARE OF OKLAHOMA, INC.                                                                |
| EMCARE OF OREGON, INC.                                                                  |
| EMCARE OF PENNSYLVANIA, INC.                                                            |
| EMCARE OF RHODE ISLAND, INC.                                                            |
| EMCARE OF SOUTH CAROLINA, INC.                                                          |
| EMCARE OF TENNESSEE, INC.                                                               |
| EMCARE OF TEXAS, INC.                                                                   |
| EMCARE OF VERMONT, INC.                                                                 |
| EMCARE OF VIRGINIA, INC.                                                                |
| EMCARE OF WASHINGTON, INC.                                                              |
| EMCARE OF WEST VIRGINIA, INC.                                                           |
| EMCARE OF WISCONSIN, INC.                                                               |
| EMCARE PHYSICIAN PROVIDERS, INC.                                                        |
| EMCARE PHYSICIAN SERVICES, INC.                                                         |
| EMCARE SERVICES OF ILLINOIS, INC.                                                       |
| EMCARE SERVICES OF MASSACHUSETTS, INC.                                                  |
| EMCARE ANESTHESIA SERVICES, INC.                                                        |
| ECEP, INC.                                                                              |
| COORDINATED HEALTH SERVICES, INC.                                                       |
| EM-CODE REIMBURSEMENT SOLUTIONS, INC.                                                   |
| EMERGENCY MEDICINE EDUCATION SYSTEMS, INC.                                              |
| EMERGENCY SPECIALISTS OF ARKANSAS, INC. II                                              |
| FIRST MEDICAL/EMCARE, INC.                                                              |
| HEALTHCARE ADMINISTRATIVE SERVICES, INC.                                                |
| OLD STAT, INC.                                                                          |
| REIMBURSEMENT TECHNOLOGIES, INC.                                                        |
| STAT PHYSICIANS, INC.                                                                   |
| THE GOULD GROUP, INC.                                                                   |
| TIFTON MANAGEMENT SERVICES, INC.                                                        |
| TUCKER EMERGENCY SERVICES, INC.                                                         |
| EMERGENCY MEDICAL SERVICES CORPORATION                                                  |
| EMS MANAGEMENT LLC  By: AMR Holdco, Inc. and EmCare Holdco, Inc., its members |
| HELIX PHYSICIANS MANAGEMENT, INC.                                                       |
| NORMAN BRUCE JETTON, INC.                                                               |
| PACIFIC EMERGENCY SPECIALISTS MANAGEMENT,  INC.                                         |
| AMERICAN EMERGENCY PHYSICIANS MANAGEMENT,  INC.                                         |
| PHYSICIAN ACCOUNT MANAGEMENT, INC.                                                      |

 

 

[Signature Page to Supplemental Indenture No. 10]

 

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| PROVIDER ACCOUNT MANAGEMENT, INC.                                                                                                        |
|------------------------------------------------------------------------------------------------------------------------------------------|
| CHARLES T. MITCHELL, M.D., INC.                                                                                                          |
| GLOBAL MEDICAL RESPONSE, INC.                                                                                                            |
| AIR AMBULANCE SPECIALISTS, INC.                                                                                                          |
| EHR MANAGEMENT CO.                                                                                                                       |
| EMCARE OF MARYLAND LLC,  By: EmCare Holdings Inc. and EmCare, Inc., its members                                                     |
| 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.                                                                                                                   |
|                                                                                                                                     |
|                                                                                                                                     |   |
| 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. 10]

 

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