evhc_Ex_4-1



		

			Exhibit 4.1
EXECUTION VERSION


		




		
			Supplemental Indenture in Respect of Subsidiary Guarantees
		

		
			May 4, 2015
		

		
			THIRD SUPPLEMENTAL INDENTURE, dated as of May 4, 2015 (this “Supplemental Indenture”), among the Subsidiaries listed on Schedule A hereto (the “New Subsidiary Guarantors” and each, a “New Subsidiary Guarantor”), Envision Healthcare Corporation (the “Company”) and Wilmington Trust, National Association, as Trustee under the Indenture referred to below.
		

		
			W I T N E S S E T H:
		

		
			WHEREAS, the Company, each existing Subsidiary Guarantor under the Indenture referred to below (the “Existing Guarantors”) and the Trustee have heretofore become parties to an Indenture, dated as of June 18, 2014 (as amended, supplemented, waived or otherwise modified, the “Indenture”), providing for the issuance of Notes in series;
		

		
			WHEREAS, Section 1308 of the Indenture provides that the Company is required to cause the New Subsidiary Guarantors to execute and deliver to the Trustee a supplemental indenture pursuant to which the New Subsidiary Guarantors shall guarantee the Company’s Subsidiary Guaranteed Obligations under the Notes pursuant to a Subsidiary Guarantee on the terms and conditions set forth herein and in Article XIII of the Indenture;
		

		
			WHEREAS, each New Subsidiary Guarantor desires to enter into such supplemental indenture for good and valuable consideration, including substantial economic benefit in that the financial performance and condition of such New Subsidiary Guarantor is dependent on the financial performance and condition of the Company, the obligations hereunder of which such New Subsidiary Guarantor has guaranteed, and on such New Subsidiary Guarantor’s access to working capital through the Company’s access to revolving credit borrowings under the Senior ABL Facility; and
		

		
			WHEREAS, pursuant to Section 901 of the Indenture, the parties hereto are authorized to execute and deliver this Supplemental Indenture to amend the Indenture, without the consent of any Holder;
		

		
			NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Subsidiary Guarantors, the Company and the Trustee mutually covenant and agree for the benefit of the Holders of the Notes as follows:
		

		
			1.Defined Terms.  As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined.  The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental 
		

		 

 

		Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.
		

		
			2.Agreement to Guarantee.  Each New Subsidiary Guarantor hereby agrees, jointly and severally with the other New Subsidiary Guarantors and the Existing Guarantors and fully and unconditionally, to guarantee the Subsidiary Guaranteed Obligations under the Indenture and the Notes on the terms and subject to the conditions set forth in Article XIII of the Indenture and to be bound by (and shall be entitled to the benefits of) all other applicable provisions of the Indenture as a Subsidiary Guarantor.  
		

		
			3.Termination, Release and Discharge.  Each New Subsidiary Guarantor’s Subsidiary Guarantee shall terminate and be of no further force or effect, and each New Subsidiary Guarantor shall be released and discharged from all obligations in respect of such Subsidiary Guarantee, as and when provided in Section 1303 of the Indenture.
		

		
			4.Parties.  Nothing in this Supplemental Indenture is intended or shall be construed to give any Person, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of any New Subsidiary Guarantor’s Subsidiary Guarantee or any provision contained herein or in Article XIII of the Indenture.
		

		
			5.Governing Law.  THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.  THE TRUSTEE, THE COMPANY, ANY OTHER OBLIGOR IN RESPECT OF THE NOTES AND (BY THEIR ACCEPTANCE OF THE NOTES) THE HOLDERS AGREE TO SUBMIT TO THE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE.
		

		
			6.Ratification of Indenture; Supplemental Indentures Part of Indenture.  Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.  This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.  The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture or as to the accuracy of the recitals to this Supplemental Indenture.
		

		
			7.Counterparts.  The parties hereto may sign one or more copies of this Supplemental Indenture in counterparts, all of which together shall constitute one and the same agreement.
		

		
			8.Headings.  The section headings herein are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.
		

		
			 
		


		

		

		 


		

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

		
			VISTA STAFFING SOLUTIONS, INC.
		

		
			By:  /s/ Craig A. Wilson          
Name: Craig A. Wilson
Title:   Secretary
		

		
			ALPHA PHYSICIAN RESOURCES, L.L.C. 
		

		
			BRAVO REIMBURSEMENT SPECIALIST, L.L.C. 
		

		
			ED SOLUTIONS, LLC
		

		
			EDIMS, L.L.C.
		

		
			PROVEN HEALTHCARE SOLUTIONS OF NEW JERSEY, LLC
		

		
			WHITAKER PHYSICIANS SERVICES, L.L.C.
		

		
			By:  /s/ Craig A. Wilson          
Name: Craig A. Wilson
Title:   Secretary
		

		

		

		 


		

			[Signature Page to Third Supplemental Indenture (April 2015)]

		




 


		

			 

		




		ENVISION HEALTHCARE CORPORATION
		

		
			 
		

		
			 
		

		
			By:  /s/ Craig A. Wilson          
Name: Craig A. Wilson

Title:   Secretary
		

		

		

		 


		

			[Signature Page to Third Supplemental Indenture (April 2015)]

		




 


		

			 

		




		WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
		

		
			By:  /s/  Joseph P. O’Donnell     
Authorized Officer
		

		
			 
		

		
			 
		


		 


		

			[Signature Page to Third Supplemental Indenture (April 2015)]

		




 


		

			 

		


		

			Schedule A
to Third Supplemental Indenture

		




			
					
						Additional Granting Parties

					
					
						Jurisdiction of Organization

				
	
					
						Alpha Physician Resources, L.L.C. 

					
					
						New Jersey

				
	
					
						Bravo Reimbursement Specialist, L.L.C.

					
					
						New Jersey

				
	
					
						ED Solutions, LLC

					
					
						New Jersey

				
	
					
						EDIMS, L.L.C.

					
					
						New Jersey

				
	
					
						Proven Healthcare Solutions of New Jersey, LLC 

					
					
						New Jersey

				
	
					
						Vista Staffing Solutions, Inc.

					
					
						Delaware

				
	
					
						Whitaker Physicians Services, L.L.C.

					
					
						Texas

				



		
			 
		

		 


		

			[Signature Page to Third Supplemental Indenture (April 2015)]