Exhibit 4.14


 


SUPPLEMENTAL
INDENTURE NO. 8


 


THIS
SUPPLEMENTAL INDENTURE NO. 8 (this “Supplemental Indenture”), dated as
of 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 of
Holdings (together with Holdings, the “Guaranteeing Subsidiaries,” and
each individually a “Guaranteeing Subsidiary”); the Issuers (as defined
in the Indenture referred to herein); the other Guarantors (as defined in the
Indenture); and U.S. Bank Trust National Association, as trustee under the
Indenture referred to below (the “Trustee”).


 


W I T N E S S E T H


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 

















 


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


 


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


 


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


 


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


 


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


 


2

















 


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


 


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


 


4.             Releases.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


3

















 


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


 


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


 


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


 


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


 


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


 


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


 


{Signature Page Follows}


 


4

















 


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


 


 


	
  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]


 

















 


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]


 

















 


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]


 

















 


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]


 

















 


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]