Exhibit 4.4
SECOND SUPPLEMENTAL
INDENTURE
This Second Supplemental Indenture
(this “ Second Supplemental Indenture ”), is
dated as of the 30th day of June, 2007, among THW Emergency
Management of Houston, Inc. (the “ Guaranteeing
Subsidiary ”), a subsidiary of Team Finance LLC, a
Delaware limited liability company (the “ Issuer
”), and The Bank of New York Trust Company, N.A., as trustee
(the “ Trustee ”).
W I T N E S S E T H
WHEREAS, each of the
Issuer, Health Finance Corporation (the “ Co-Issuer
” and, together with the Issuer, the “ Issuers
”) and the Guarantors (as defined in the Indenture and the
First Supplemental Indenture referred to below) has heretofore
executed and delivered to the Trustee an indenture (the “
Indenture ”), dated as of November 23, 2005, and
a First Supplemental Indenture (the “ First Supplemental
Indenture ”), dated as of June 1, 2006, providing
for the issuance of an unlimited aggregate principal amount of
11 1 / 4 % Senior Subordinated Notes due
2013 (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 and
under the Indenture (the “ Guarantee ”);
and
WHEREAS, pursuant to
Section 9.01 of the Indenture, the Trustee is authorized to
execute and deliver this Second Supplemental Indenture.
NOW THEREFORE, in consideration of
the foregoing and for other good and valuable consideration, the
receipt of which is hereby acknowledged, the parties 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:
(a) Along with all Guarantors named
in the Indenture and in the First Supplemental Indenture, 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,
premium and Additional Interest, if any, 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 and the Guaranteeing
Subsidiary shall be jointly and severally obligated to pay the same
immediately. This is a guarantee of payment and not a guarantee of
collection.
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(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.
(c) The following is hereby waived:
diligence, presentment, demand of payment, filing of claims with a
court in the event of insolvency or bankruptcy of either of the
Issuers, any right to require a proceeding first against the
Issuers, protest, notice and all demands whatsoever.
(d) This Guarantee shall not be
discharged except by complete performance of the obligations
contained in the Notes, the Indenture, the First Supplemental
Indenture and this Second Supplemental Indenture, and the
Guaranteeing Subsidiary accepts all obligations of a Guarantor
under the Indenture.
(e) If any Holder or the Trustee is
required by any court or otherwise to return to the Issuers, the
Guarantors (including the Guaranteeing Subsidiary), or any
custodian, trustee, liquidator or other similar official acting in
relation to either the Issuers or the Guarantors, any amount paid
either to the Trustee or such Holder, this Guarantee, to the extent
theretofore discharged, shall be reinstated in full force and
effect.
(f) 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.
(g) As between the Guaranteeing
Subsidiary, 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 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 Guaranteeing Subsidiary for the purpose of this
Guarantee.
(h) The Guaranteeing Subsidiary
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 this Guarantee.
(i) Pursuant to Section 11.02
of the Indenture, after giving effect to all other contingent and
fixed liabilities that are relevant under any applicable Bankruptcy
or fraudulent conveyanc
