**Exhibit 4.14**

 

**SUPPLEMENTALINDENTURE NO. 8**

 

THISSUPPLEMENTAL INDENTURE NO. 8 (this “Supplemental Indenture”), dated asof August 16, 2007, is among MedicWest Holdings, Inc. (“Holdings”),a Delaware corporation and a subsidiary of Nevada Red Rock Ambulance, Inc.;MedicWest Ambulance, Inc., a Nevada corporation and a subsidiary ofHoldings (together with Holdings, the “Guaranteeing Subsidiaries,” andeach individually a “Guaranteeing Subsidiary”); the Issuers (as definedin the Indenture 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 Subsidiariesshall execute and deliver to the Trustee a supplemental indenture pursuant towhich the Guaranteeing Subsidiaries shall unconditionally guarantee all of theIssuers’ Obligations under the Notes and the Indenture on the terms and conditionsset forth herein (the guarantee of each Guaranteeing Subsidiary is referred toherein as a “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 GuaranteeingSubsidiaries 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 hereinwithout definition shall have the meanings assigned to them in the Indenture.

#  

# 2.             Agreement to Guarantee. Each Guaranteeing Subsidiaryhereby agrees as follows with respect to its Subsidiary Guarantee:

#  

## (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)            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 due of any amount so guaranteed or anyperformance so guaranteed for whatever reason, the Guarantors shall be jointlyand severally obligated to pay the same immediately. Each Guarantor agrees thatthis 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 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 ofthe Indenture, 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 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 Issuers orthe 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 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 toseek contribution from any non-paying Guarantor so long as the exercise of suchright does not impair the rights of the Holders under the 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 fixedliabilities that are relevant under any applicable Bankruptcy or fraudulentconveyance laws, and after giving effect to any collections from, rights toreceive contribution from or payments made by or on behalf of any otherGuarantor in respect of the obligations of such other Guarantor under Article 11of the Indenture 

 

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

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# 3.             Execution and Delivery. Each Guaranteeing Subsidiaryagrees that the Subsidiary Guarantees shall remain in full force and effectnotwithstanding any failure to endorse on each Note a notation of suchSubsidiary 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)            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;

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### (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;

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### (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

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### (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.

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

##  

# 5.             No Recourse Against Others. No past, present or futuredirector, officer, employee, incorporator, stockholder or agent of Parent or aGuaranteeing Subsidiary, as such, shall have any liability for any obligationsof the Issuers, Parent or any Guaranteeing Subsidiary under the Notes, anyGuarantees, the Indenture, or this Supplemental Indenture or for any claimbased on, in respect of, or by reason of, such obligations or their creation. EachHolder 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 federalsecurities laws and it is the view of the SEC that such a waiver is againstpublic policy.

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# 6.             NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATEOF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTUREBUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THEEXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BEREQUIRED THEREBY.

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# 7.             Counterparts. The parties may sign anynumber of copies of this Supplemental Indenture. Each signed copy shall be anoriginal, but all of them together represent the same agreement.

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

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# 9.             The Trustee. The Trustee shall not beresponsible in any manner whatsoever for or in respect of the validity orsufficiency of this Supplemental Indenture or for or in respect of the recitalscontained herein, all of which recitals are made solely by the GuaranteeingSubsidiaries and the Issuers.

 

*{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.

 

 
| MEDICWEST HOLDINGS, INC.                                         |
|------------------------------------------------------------------|
|                                                             |
|                                                             |   |
| By:                                                              | /s/ William A. Sanger |   |
| Name:                                                            | William A. Sanger |
| Title:                                                           | Chief Executive Officer |
|                                                             |
|                                                             |
| MEDICWEST AMBULANCE, 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

 

 

[Signature Page to Supplemental Indenture No.8]

 

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METROPOLITAN AMBULANCE SERVICE

AMERICAN MEDICAL RESPONSE OF INLAND EMPIRE

DESERT VALLEY MEDICAL TRANSPORT, INC.

SPRINGS AMBULANCE SERVICE, INC.

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.

 

 

[Signature Page to Supplemental Indenture No.8]

 

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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.

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.          |

 

 

[Signature Page to Supplemental Indenture No.8]

 

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EMCARE OF LOUISIANA, INC.

EMCARE OF MAINE, INC.

EMCARE OF MICHIGAN, INC.

EMCARE OF MINNESOTA, INC.

EMCARE OF MISSISSIPPI, INC.

EMCARE OF MISSOURI, INC.

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

 

 

[Signature Page to Supplemental Indenture No.8]

 

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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.

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.

 

 
| 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.8]

 

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