Fourth Supplemental Indenture
Exhibit 4.2
Fourth Supplemental Indenture
FOURTH SUPPLEMENTAL INDENTURE, dated as of April 11, 2012 (this “Supplemental Indenture”), among Emergency Medical Services Corporation, a Delaware corporation (as successor by merger to CDRT Merger Sub, Inc., the “Company”), as issuer; Acute Management, LLC, a Texas limited liability company, Hawkeye Holdco LLC, a Delaware limited liability company, Medics Ambulance, Inc., a Florida corporation, Medics Ambulance Service, Inc., a Florida corporation, Medics Ambulance Service (Dade), Inc., a Florida corporation, Medics Emergency Services of Palm Beach County, Inc., a Florida corporation, Medics Subscription Services, Inc., a Florida corporation, and Medics Transport Services, Inc., a Florida corporation (each, a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors”); each other then existing Subsidiary Guarantor as set forth under the Indenture referred to below (the “Existing Guarantors”); and Wilmington Trust, National Association (as successor by merger to Wilmington Trust FSB), as Trustee under the Indenture referred to below.
W I T N E S S E T H:
WHEREAS, the Company, the Existing Guarantors and the Trustee have heretofore become parties to an Indenture, dated as of May 25, 2011 (as supplemented by the First Supplemental Indenture, dated as of May 25, 2011, between CDRT Merger Sub, Inc. and the Trustee, the Second Supplemental Indenture, dated as of May 25, 2011, among the Company, the Existing Guarantors party thereto and the Trustee, and the Third Supplemental Indenture, dated as of November 7, 2011, among the Company, the Existing Guarantors party thereto and the Trustee, and as further amended, supplemented, waived or otherwise modified from time to time, 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 Subsidiary Guarantors to execute and deliver to the Trustee a supplemental indenture pursuant to which the 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 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 Subsidiary Guarantor is dependent on the financial performance and condition of the Company, the obligations hereunder of which such Subsidiary Guarantor has guaranteed, and on such Subsidiary Guarantor’s access to working capital through the Company’s access to revolving credit borrowings under the Senior Credit Agreement; and
WHEREAS, pursuant to Section 901 of the Indenture, the parties hereto are authorized to execute and deliver this Supplemental Indenture to supplement 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 Subsidiary Guarantors,
the Company, the Existing Guarantors 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 Subsidiary Guarantor hereby agrees, jointly and severally with all other Subsidiary 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. The Subsidiary Guarantee of each Subsidiary Guarantor is subject to the subordination provisions of the Indenture.
3. Termination, Release and Discharge. Each Subsidiary Guarantor’s Subsidiary Guarantee shall terminate and be of no further force or effect, and each 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 each 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.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.
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By: |
/s/ Xxxxx X. Xxxxxx | ||
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Name: |
Xxxxx X. Xxxxxx | |
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Title: |
Secretary | |
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ACUTE MANAGEMENT, LLC | |||
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HAWKEYE HOLDCO LLC | |||
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MEDICS AMBULANCE, INC. | |||
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MEDICS AMBULANCE SERVICE, INC. | |||
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MEDICS AMBULANCE SERVICE (DADE), INC. | |||
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MEDICS EMERGENCY SERVICES OF PALM BEACH COUNTY, INC. | |||
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MEDICS SUBSCRIPTION SERVICES, INC. | |||
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MEDICS TRANSPORT SERVICES, INC. as Subsidiary Guarantors | |||
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By: |
/s/ Xxxxx X. Xxxxxx | ||
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Name: |
Xxxxx X. Xxxxxx | |
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Title: |
Secretary | |
[Signature Page to Fourth Supplemental Indenture]
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Existing Guarantors: | ||
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A1 LEASING, INC. | ||
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XXXXXX AMBULANCE, INC. | ||
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XXXX TRANSPORTATION SERVICE, INC. | ||
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AFFILION, INC. | ||
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AIR AMBULANCE SPECIALISTS, INC. | ||
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AMBULANCE ACQUISITION, INC. | ||
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AMERICAN EMERGENCY PHYSICIANS MANAGEMENT, INC. | ||
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AMERICAN INVESTMENT ENTERPRISES, INC. | ||
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AMERICAN MEDICAL PATHWAYS, INC. | ||
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AMERICAN MEDICAL RESPONSE AMBULANCE SERVICE, INC. | ||
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AMERICAN MEDICAL RESPONSE MID ATLANTIC, INC. | ||
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AMERICAN MEDICAL RESPONSE OF COLORADO, INC. | ||
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AMERICAN MEDICAL RESPONSE OF CONNECTICUT, INCORPORATED | ||
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AMERICAN MEDICAL RESPONSE OF GEORGIA, INC. | ||
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AMERICAN MEDICAL RESPONSE HOLDINGS, INC. | ||
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AMERICAN MEDICAL RESPONSE OF ILLINOIS, INC. | ||
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AMERICAN MEDICAL RESPONSE OF INLAND EMPIRE | ||
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By: |
/s/ Xxxxx X. Xxxxxx | |
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Name: |
Xxxxx X. Xxxxxx |
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Title: |
Secretary |
[Signature Page to Fourth Supplemental Indenture]
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AMERICAN MEDICAL RESPONSE MANAGEMENT, INC. | ||
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AMERICAN MEDICAL RESPONSE NORTHWEST, INC. | ||
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AMERICAN MEDICAL RESPONSE OF MASSACHUSETTS, INC. | ||
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AMERICAN MEDICAL RESPONSE OF NORTH CAROLINA, INC. | ||
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AMERICAN MEDICAL RESPONSE OF OKLAHOMA, INC. | ||
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AMERICAN MEDICAL RESPONSE OF SOUTH CAROLINA, INC. | ||
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AMERICAN MEDICAL RESPONSE OF SOUTHERN CALIFORNIA | ||
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AMERICAN MEDICAL RESPONSE OF TENNESSEE, INC. | ||
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AMERICAN MEDICAL RESPONSE OF TEXAS, INC. | ||
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AMERICAN MEDICAL RESPONSE WEST | ||
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AMERICAN MEDICAL RESPONSE, INC. | ||
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AMR HOLDCO, INC. | ||
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ARIZONA OASIS ACQUISITION, INC. | ||
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ASSOCIATED AMBULANCE SERVICE, INC. | ||
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ATLANTIC AMBULANCE SERVICES ACQUISITION, INC. | ||
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ATLANTIC/KEY WEST AMBULANCE, INC. | ||
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ATLANTIC/PALM BEACH AMBULANCE, INC. | ||
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BESTPRACTICES, INC. | ||
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BLYTHE AMBULANCE SERVICE | ||
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BROWARD AMBULANCE, INC. | ||
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DESERT VALLEY MEDICAL TRANSPORT, INC. | ||
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EHR MANAGEMENT CO. | ||
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EMCARE ANESTHESIA PROVIDERS, INC. | ||
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EMCARE HOLDCO, INC. | ||
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EMCARE HOLDINGS, INC. | ||
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EMCARE, INC. | ||
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EMCARE OF CALIFORNIA, INC. | ||
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By: |
/s/ Xxxxx X. Xxxxxx | |
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Name: |
Xxxxx X. Xxxxxx |
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Title: |
Secretary |
[Signature Page to Fourth Supplemental Indenture]
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EMCARE PHYSICIAN PROVIDERS, INC. | ||
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EMCARE PHYSICIAN SERVICES, INC. | ||
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EMERGENCY MEDICINE EDUCATION SYSTEMS, INC. | ||
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FIVE COUNTIES AMBULANCE SERVICE, INC. | ||
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FLORIDA EMERGENCY PARTNERS, INC. | ||
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FOUNTAIN AMBULANCE SERVICE, INC. | ||
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HANK’S ACQUISITION CORP. | ||
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HEALTHCARE ADMINISTRATIVE SERVICES, INC. | ||
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HEMET VALLEY AMBULANCE SERVICE, INC. | ||
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XXXXXX ENTERPRISES, INC. | ||
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HOLIDAY ACQUISITION COMPANY, INC. | ||
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INTERNATIONAL LIFE SUPPORT, INC. | ||
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XXXX AMBULANCE SERVICE, INC. | ||
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LIFECARE AMBULANCE SERVICE, INC. | ||
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LIFEFLEET SOUTHEAST, INC. | ||
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MEDEVAC MEDICAL RESPONSE, INC. | ||
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MEDEVAC MIDAMERICA, INC. | ||
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MEDIC ONE AMBULANCE SERVICES, INC. | ||
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MEDIC ONE OF XXXX, INC. | ||
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MEDI-CAR AMBULANCE SERVICE, INC. | ||
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MEDI-CAR SYSTEMS, INC. | ||
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MEDICWEST AMBULANCE, INC. | ||
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MEDICWEST HOLDINGS, INC. | ||
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MEDLIFE EMERGENCY MEDICAL SERVICE, INC. | ||
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MERCY AMBULANCE OF EVANSVILLE, INC. | ||
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MERCY LIFE CARE | ||
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MERCY, INC. | ||
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METRO AMBULANCE SERVICE (RURAL), INC. | ||
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METRO AMBULANCE SERVICE, INC. | ||
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METRO AMBULANCE SERVICES, INC. | ||
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MIDWEST AMBULANCE MANAGEMENT COMPANY | ||
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By: |
/s/ Xxxxx X. Xxxxxx | |
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Name: |
Xxxxx X. Xxxxxx |
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Title: |
Secretary |
[Signature Page to Fourth Supplemental Indenture]
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MOBILE MEDIC AMBULANCE SERVICE, INC. | ||
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NEVADA RED ROCK AMBULANCE, INC. | ||
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NEVADA RED ROCK HOLDINGS, INC. | ||
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PARAMED, INC. | ||
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PARK AMBULANCE SERVICE INC. | ||
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PHYSICIAN ACCOUNT MANAGEMENT, INC. | ||
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PHYSICIANS & SURGEONS AMBULANCE | ||
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PROVIDER ACCOUNT MANAGEMENT, INC. | ||
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XXXXXXX AMBULANCE SERVICE, INC. | ||
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RADIOLOGY STAFFING SOLUTIONS, INC. | ||
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RADSTAFFING MANAGEMENT SOLUTIONS, INC. | ||
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XXXXXX EASTERN AMBULANCE SERVICE, INC. | ||
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REIMBURSEMENT TECHNOLOGIES, INC. | ||
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RIVER MEDICAL INCORPORATED | ||
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SEMINOLE COUNTY AMBULANCE, INC. | ||
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SPRINGS AMBULANCE SERVICE, INC. | ||
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STAT HEALTHCARE, INC. | ||
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SUNRISE HANDICAP TRANSPORT CORP. | ||
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TEK AMBULANCE, INC. | ||
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TIDEWATER AMBULANCE SERVICE, INC. | ||
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XXXXX COUNTY EMERGENCY MEDICAL | ||
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By: |
/s/ Xxxxx X. Xxxxxx | |
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Name: |
Xxxxx X. Xxxxxx |
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Title: |
Secretary |
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EMERGENCY MEDICAL SERVICES LP | ||
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CORPORATION | ||
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By: |
/s/ Xxxxx X. Xxxxxx | |
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Name: |
Xxxxx X. Xxxxxx |
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Title: |
Secretary |
[Signature Page to Fourth Supplemental Indenture]
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ACCESS 2 CARE, LLC | ||||||
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By: MISSION CARE SERVICES, LLC as manager of Access 2 Care, LLC | |||||
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By: AMERICAN MEDICAL RESPONSE, INC. as manager of Mission Care Services, LLC | |||||
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By: |
/s/ Xxxxx X. Xxxxxx | ||||
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Name: |
Xxxxx X. Xxxxxx | |||
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Title: |
Secretary | |||
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AMR BROCKTON, L.L.C. | ||||||
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By:AMERICAN MEDICAL RESPONSE OF MASSACHUSETTS, INC., as manager and sole member of AMR Brockton, L.L.C. | |||||
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By: |
/s/ Xxxxx X. Xxxxxx | ||||
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Name: |
Xxxxx X. Xxxxxx | |||
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Title: |
Secretary | |||
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AMERICAN MEDICAL RESPONSE | ||||||
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DELAWARE VALLEY, LLC | |||||
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By:AMERICAN MEDICAL RESPONSE MID-ATLANTIC, INC., as sole member of American Medical Response Delaware Valley, LLC | |||||
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By: |
/s/ Xxxxx X. Xxxxxx | ||||
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Name: |
Xxxxx X. Xxxxxx |
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Title: |
Secretary |
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[Signature Page to Fourth Supplemental Indenture]
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APEX ACQUISITION LLC | |||
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By: EMCARE, INC. as sole member of Apex Acquisition LLC | ||
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By: |
/s/ Xxxxx X. Xxxxxx | |
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Name: |
Xxxxx X. Xxxxxx |
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Title: |
Secretary |
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EMS MANAGEMENT LLC | |||
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By: AMR HOLDCO, INC. and EMCARE HOLDCO, INC., it members | ||
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By: |
/s/ Xxxxx X. Xxxxxx | |
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Name: |
Xxxxx X. Xxxxxx |
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Title: |
Secretary |
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EVERRAD, LLC | |||
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By: XXXXXXXXX READINGS, LLC, as sole member of EverRad, LLC | ||
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By:EMCARE, INC., as sole member of Xxxxxxxxx Readings, LLC | ||
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By: |
/s/ Xxxxx X. Xxxxxx | |
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Name: |
Xxxxx X. Xxxxxx |
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Title: |
Secretary |
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MEDASSOCIATES, LLC | |||
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By:EMCARE, INC., as sole member of MedAssociates, LLC | ||
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By: |
/s/ Xxxxx X. Xxxxxx | |
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Name: |
Xxxxx X. Xxxxxx |
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Title: |
Secretary |
[Signature Page to Fourth Supplemental Indenture]
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MISSION CARE OF ILLINOIS, LLC | ||||
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By: MISSION CARE SERVICES, LLC, as the manager of Mission Care of Illinois | |||
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By: AMERICAN MEDICAL RESPONSE, INC., as the manager of Mission Care Services, LLC | |||
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By: |
/s/ Xxxxx X. Xxxxxx |
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Name: |
Xxxxx X. Xxxxxx |
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Title: |
Secretary |
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MISSION CARE OF MISSOURI, LLC | ||||
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By: MISSION CARE SERVICES, LLC, as the manager of Mission Care of Missouri, LLC | |||
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By: AMERICAN MEDICAL RESPONSE, INC., as the manager of Mission Care Services, LLC | |||
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By: |
/s/ Xxxxx X. Xxxxxx |
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Name: |
Xxxxx X. Xxxxxx |
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Title: |
Secretary |
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MISSION CARE SERVICES, LLC | ||||
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By: AMERICAN MEDICAL RESPONSE, INC., as the manager of Mission Care Services, LLC | |||
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By: |
/s/ Xxxxx X. Xxxxxx |
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Name: |
Xxxxx X. Xxxxxx |
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Title: |
Secretary |
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[Signature Page to Fourth Supplemental Indenture]
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MSO NEWCO, LLC | ||||
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By: APEX ACQUISITION LLC, as sole member of MSO Newco, LLC | |||
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By: EMCARE, INC. as sole member of Apex Acquisition LLC | |||
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By: |
/s/ Xxxxx X. Xxxxxx |
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Name: |
Xxxxx X. Xxxxxx | |
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Title: |
Secretary |
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PINNACLE CONSULTANTS MID-ATLANTIC, | ||||
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L.L.C. | |||
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By: APEX ACQUISITION LLC, as sole member of Pinnacle Consultants Mid- Atlantic, L.L.C. | |||
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By: EMCARE, INC. as sole member of Apex Acquisition LLC | |||
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By: |
/s/ Xxxxx X. Xxxxxx |
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Name: |
Xxxxx X. Xxxxxx | |
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Title: |
Secretary |
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PROVIDACARE, L.L.C. | ||||
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By: AMERICAN MEDICAL PATHWAYS, INC., as sole member of ProvidaCare, L.L.C. | |||
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By: |
/s/ Xxxxx X. Xxxxxx |
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Name: |
Xxxxx X. Xxxxxx |
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Title: |
Secretary |
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[Signature Page to Fourth Supplemental Indenture]
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REGIONAL EMERGENCY SERVICES, L.P. | ||||||
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By: FLORIDA EMERGENCY PARTNERS, INC., as general partner of Regional Emergency Services, L.P. | |||||
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By: |
/s/ Xxxxx X. Xxxxxx |
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Name: |
Xxxxx X. Xxxxxx |
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Title: |
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SUN DEVIL ACQUISITION LLC | ||||||
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By: EMCARE, INC. as sole member of Sun Devil Acquisition LLC | |||||
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/s/ Xxxxx X. Xxxxxx |
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Name: |
Xxxxx X. Xxxxxx |
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Title: |
Secretary |
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XXXXXXXXX READINGS, LLC | ||||||
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By: EMCARE, INC. as sole member of Xxxxxxxxx Readings, LLC | |||||
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By: |
/s/ Xxxxx X. Xxxxxx |
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Name: |
Xxxxx X. Xxxxxx |
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Title: |
Secretary |
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GOLD COAST AMBULANCE SERVICE | ||||||
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By: |
/s/ Xxxxx X. Xxxxxx |
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Name: |
Xxxxx X. Xxxxxx | ||||
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Title: |
Secretary | ||||
[Signature Page to Fourth Supplemental Indenture]
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METROPOLITAN AMBULANCE SERVICE | ||||||
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By: |
/s/ Xxxxx X. Xxxxxx |
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Name: |
Xxxxx X. Xxxxxx |
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Title: |
Secretary |
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EMS OFFSHORE MEDICAL SERVICES, LLC | ||||||
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By: |
/s/ Xxxxx X. Xxxxxx |
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Name: |
Xxxxx X. Xxxxxx |
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Title: |
Secretary |
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SEAWALL ACQUISITION, LLC | ||||||
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By: |
/s/ Xxxxx X. Xxxxxx |
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Name: |
Xxxxx X. Xxxxxx |
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Title: |
Secretary |
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CLINICAL PARTNERS MANAGEMENT | ||||||
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COMPANY, LLC | |||||
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By: |
/s/ Xxxxx X. Xxxxxx |
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Name: |
Xxxxx X. Xxxxxx |
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Title: |
Secretary |
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NORTHWOOD ANESTHESIA ASSOCIATES, | ||||||
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L.L.C. | |||||
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By: |
/s/ Xxxxx X. Xxxxxx |
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Name: |
Xxxxx X. Xxxxxx |
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Title: |
Secretary |
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[Signature Page to Fourth Supplemental Indenture]
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WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee | ||||
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By: |
/s/ Xxxxxx X. X’Xxxxxxx |
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Name: |
Xxxxxx X. X’Xxxxxxx | ||
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Title: |
Vice President |
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[Signature Page to Fourth Supplemental Indenture]
