Exhibit
4.22


 


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, a
Delaware limited liability company 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 guarantee of the 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 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 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 covenants 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 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 the Guaranteeing
Subsidiary, as such, shall have any liability for any obligations of the Issuers,
Parent or the 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 Pages Follow.]


 


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.


 


 


	
  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 to
Supplemental Indenture No. 15]


 

















 


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.


AMERICAN MEDICAL PATHWAYS, INC.


ADAM TRANSPORTATION SERVICE, INC.


ASSOCIATED AMBULANCE SERVICE, INC.


PARK AMBULANCE SERVICE INC.


FIVE COUNTIES AMBULANCE SERVICE, INC.


 


[Signature Page to
Supplemental Indenture No. 15]


 

















 


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 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 to
Supplemental Indenture No. 15]


 

















 


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 to
Supplemental Indenture No. 15]