**Exhibit4.22**

 

**SUPPLEMENTAL INDENTURE NO. 15**

** **

THIS SUPPLEMENTAL INDENTURE NO. 15 (this “Supplemental Indenture”),dated as of May 21, 2009, is among EMS Offshore Medical Services, LLC, aDelaware limited liability company and wholly owned subsidiary of AmericanMedical Response, Inc. (the “Guaranteeing Subsidiary”); the Issuers(as defined in the Indenture referred to herein); the other Guarantors (asdefined in the Indenture); and U.S. Bank Trust National Association, as trusteeunder 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 heretoforeexecuted and delivered to the Trustee an indenture (the “Indenture”),dated as of February 10, 2005 providing for the issuance of 10% SeniorSubordinated Notes due 2015 (the “Notes”);

 

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

 

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

 

NOW THEREFORE, in consideration of the foregoing and for other good andvaluable consideration, the receipt of which is hereby acknowledged, theGuaranteeing Subsidiary and the Trustee mutually covenant and agree for theequal and ratable 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.

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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:

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### (i)                                     the principal of and interest on the Notes will be promptlypaid in full when due, whether at maturity, by acceleration, redemption orotherwise, 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 orthe Trustee hereunder or thereunder will be promptly paid 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 time of payment or renewal ofany Notes or any of such other obligations, that same will be promptly paid infull when due or performed in accordance with the terms of the extension orrenewal, whether at stated maturity, by acceleration or otherwise.  Failing payment when due of any amount soguaranteed or any performance so guaranteed for whatever reason, the Guarantorsshall be jointly and severally obligated to pay the same immediately.  Each Guarantor agrees that this is aguarantee of payment and not a guarantee of collection.

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## (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.

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## (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,this Subsidiary Guarantee, to the extent theretofore discharged, shall bereinstated in full force and effect.

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## (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 6 ofthe 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 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 obligationsof such Guarantor under its Subsidiary Guarantee not constituting a fraudulenttransfer 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)                                     in connection with any sale or other disposition of all orsubstantially all of the assets of that Subsidiary Guarantor (including by wayof merger or consolidation), if the Issuer that directly or indirectly ownssuch Subsidiary Guarantor applies the Net Proceeds of such sale or otherdisposition, in accordance with the applicable provisions of the Indenture;

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

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

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

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

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Upon delivery by the Issuers to the Trustee of an Officers’ Certificateand an Opinion of Counsel to the effect that such sale or other disposition wasmade by the Issuers in accordance with the provisions of the Indenture,including without limitation Section 4.10 of the Indenture, the Trusteeshall execute any documents reasonably required in order to evidence therelease of any Subsidiary Guarantor from its obligations under its SubsidiaryGuarantee.

 

## (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 otherobligations of any Guarantor under the Indenture as provided in Article 11of the Indenture.

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# 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 the Issuers,Parent or the Guaranteeing Subsidiary under the Notes, any Guarantees, theIndenture, or this Supplemental Indenture or for any claim based on, in respectof, 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 have caused this SupplementalIndenture to be duly executed and attested, all as of the date first abovewritten.

 

 
| EMS OFFSHORE MEDICAL  SERVICES, 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 toSupplemental Indenture No. 15]

 

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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 AMBULANCESERVICE, 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 toSupplemental Indenture No. 15]

 

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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 SOUTHERNCALIFORNIA

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., itssole member

AMRBROCKTON, L.L.C.

By: American Medical Response ofMassachusetts, 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 toSupplemental Indenture No. 15]

 

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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

 

 
| 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 toSupplemental Indenture No. 15]

 

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