Exhibit 4.16


 


SUPPLEMENTAL
INDENTURE NO. 10


 


THIS
SUPPLEMENTAL INDENTURE NO. 10 (this “Supplemental Indenture”), dated as
of October 19, 2007, is among Arizona Oasis Acquisition, Inc., an
Arizona corporation and wholly owned subsidiary of American Medical Response, Inc.
(the “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 Subsidiary
shall execute and deliver to the Trustee a supplemental indenture pursuant to
which the Guaranteeing Subsidiary shall unconditionally guarantee all of the
Issuers’ Obligations under the Notes and the Indenture on the terms and
conditions set forth herein (the “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
Subsidiary 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.  The Guaranteeing Subsidiary hereby agrees as
follows with respect to the 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.  The Guaranteeing Subsidiary agrees that the
Subsidiary Guarantee 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 the 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 Subsidiary 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.


 


 


	
  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]


 

















 


	
  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]


 

















 


	
  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]


 

















 


	
  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]


 

















 


	
  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]