SUPPLEMENTAL INDENTURE

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Exhibit 4.7

SUPPLEMENTAL INDENTURE

SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of April

15, 2005 among AMR Brockton L.L.C., a Delaware limited liability (the

"Guaranteeing Subsidiary"), a subsidiary of American Medical Response of

Massachusetts, Inc. (or its permitted successor), a Delaware corporation, 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:

(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

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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.

(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. 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.

(i) Pursuant to Section 10.02 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 10 of

the Indenture shall result in the obligations of such Guarantor under its

Subsidiary Guarantee not constituting a fraudulent transfer or conveyance.

3. Execution and Delivery. Each Guaranteeing Subsidiary agrees that the

Subsidiary Guarantees 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

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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