EXHIBIT 10.5

           INCREMENTAL TERM LOAN COMMITMENT AGREEMENT


                      BANK OF AMERICA, N.A.
                 CREDIT LYONNAIS NEW YORK BRANCH
                      KZH CYPRESSTREE-1 LLC
                          KZH ING-2 LLC
                        KZH STERLING LLC
                        KZH SOLEIL-2 LLC
                         KZH SOLEIL LLC


                                                  January 3, 2003


Vanguard Health Systems, Inc.
20 Burton Hills Boulevard
Suite 100
Nashville, TN  37215


Re:  Incremental Term Loan Commitments

Ladies and Gentlemen:

          Reference is hereby made to the Credit Agreement, dated
as  of  July 30, 2001 (as amended, modified or supplemented  from
time  to  time,  the "Credit Agreement"), among  Vanguard  Health
Systems, Inc. (the "Borrower" or "you"), the lenders from time to
time  party  thereto (the "Lenders"), Banc of America  Securities
LLC  and  Morgan  Stanley Senior Funding,  Inc.,  as  Joint  Lead
Arrangers   and  Book  Managers,  Bank  of  America,   N.A.,   as
Administrative  Agent  (in  such  capacity,  the  "Administrative
Agent"),  Morgan  Stanley Senior Funding,  Inc.,  as  Syndication
Agent and Wachovia Bank, National Association (formerly known  as
First   Union   National  Bank)  and  General  Electric   Capital
Corporation, as Co-Syndication Agents.  Unless otherwise  defined
herein,  capitalized terms used herein shall have the  respective
meanings  set  forth in the Credit Agreement (for  this  purpose,
after  giving effect to the First Amendment to Credit  Agreement,
dated   October  8,  2002  (the  "First  Amendment")  and  Second
Amendment to Credit Agreement dated as of December 31, 2002).

          Each  Lender  (each an "Incremental Term Loan  Lender")
party   to  this  letter  agreement  (this  "Agreement")   hereby
severally  agrees to provide the Incremental Term Loan Commitment
set  forth opposite its name on Annex I attached hereto (for each
such  Incremental  Term Loan Lender, its "Incremental  Term  Loan
Commitment").   Each  Incremental Term Loan  Commitment  provided
pursuant  to  this Agreement shall be subject to  the  terms  and
conditions  set forth in the Credit Agreement, including  Section
1.13 thereof.

          Each Incremental Term Loan Lender, the Borrower and the
Administrative  Agent acknowledge and agree that the  Incremental
Term  Loan Commitments provided pursuant to this Agreement  shall
constitute  Incremental Term Loan Commitments of  the  respective
Tranche  specified  in  Annex I attached  hereto  and,  upon  the
incurrence of Incremental Term Loans pursuant to such Incremental
Term  Loan  Commitments, shall constitute Incremental Term  Loans

<PAGE>

under  such  specified  Tranche for all purposes  of  the  Credit
Agreement and the other Credit Documents.

          Each  Incremental  Term Loan Lender  and  the  Borrower
further  agree  that, with respect to the Incremental  Term  Loan
Commitments  provided  by  such  Incremental  Term  Loan   Lender
pursuant  to  this Agreement, such Incremental Term  Loan  Lender
shall  receive  such upfront fees, if any, as  are  specified  in
Annex  I  attached  hereto, which upfront fee shall  be  due  and
payable  to such Incremental Term Loan Lender upon the  Agreement
Effective  Date (as defined below) or as otherwise  specified  in
said Annex I.

          Each   Incremental  Term  Loan  Lender  party  to  this
Agreement (i) confirms that it has received a copy of the  Credit
Agreement and the other Credit Documents, together with copies of
the  financial  statements referred to  therein  and  such  other
documents  and information as it has deemed appropriate  to  make
its own credit analysis and decision to enter into this Agreement
and,  to  the  extent applicable, to become a  Lender  under  the
Credit  Agreement,  (ii) agrees that it will,  independently  and
without  reliance  upon the Administrative  Agent  or  any  other
Lender  and based on such documents and information as  it  shall
deem  appropriate at the time, continue to make  its  own  credit
decisions  in  taking  or  not taking  action  under  the  Credit
Agreement, (iii) appoints and authorizes the Administrative Agent
and  the  Collateral Agent to take such action as  agent  on  its
behalf and to exercise such powers under the Credit Agreement and
the other Credit Documents as are delegated to the Administrative
Agent  and the Collateral Agent, as the case may be, by the terms
thereof,  together with such powers as are reasonably  incidental
thereto,  (iv)  agrees that it will perform  in  accordance  with
their  terms  all of the obligations which by the  terms  of  the
Credit  Agreement are required to be performed by it as a Lender,
and  (v) in the case of each lending institution organized  under
the  laws  of a jurisdiction outside the United States,  attaches
the  applicable forms described in Section 4.04(b) of the  Credit
Agreement  certifying  as  to  its  entitlement  to  a   complete
exemption  from United States withholding taxes with  respect  to
all  payments to be made under the Credit Agreement and the other
Credit  Documents.   Upon  the date of (i)  the  execution  of  a
counterpart  of  this  Agreement by such  Incremental  Term  Loan
Lenders,  the  Administrative Agent, the Borrower,  the  Majority
Lenders  of  each  Tranche (if any) required to  consent  to  the
provision of the Incremental Term Loan Commitments to be provided
pursuant to this Agreement as provided in Section 1.13(a)(ix) and
1.13(a)(x), as the case may be, of the Credit Agreement, (ii) the
delivery  to  the Administrative Agent of a fully  executed  copy
(including by way of counterparts and by facsimile) hereof, (iii)
the  payment of any fees required in connection herewith and (iv)
the satisfaction of all conditions precedent set forth in Section
7  of Annex I hereto (such date, the "Agreement Effective Date"),
each  Incremental  Term Loan Lender party  hereto  (i)  shall  be
obligated to make the Incremental Term Loans provided to be  made
by  it as provided in this Agreement on the terms, and subject to
the conditions, set forth in the Credit Agreement and (ii) to the
extent  provided  in this Agreement, shall have  the  rights  and
obligations  of  a Lender thereunder and under the  other  Credit
Documents.   The maximum number of drawings with respect  to  the
Incremental  Term  Loan  Commitments provided  pursuant  to  this
Agreement  shall  be  as specified in Annex  I  attached  hereto.
Furthermore,  any  undrawn  Incremental  Term  Loan   Commitments
provided  pursuant  to this Agreement shall expire  on  the  date
specified in Annex I attached hereto.

          The  Borrower acknowledges and agrees that (i) it shall
be  liable  for  all Obligations with respect to the  Incremental
Term  Loan Commitments provided hereby including, without  limita
tion,  any  Loans  made  pursuant  thereto  and  (ii)  all   such
Obligations (including any

				2
<PAGE>

such Loans) shall  be  entitled to the benefits of   the Security
Documents.  Attached hereto as Annex II are  executed resolutions
of the  Borrower  authorizing   the incurrence of the Incremental
Term  Loans to be incurred  pursuant to the Incremental Term Loan
Commitments provided hereunder.

          Each  Subsidiary Guarantor acknowledges and agrees that
all  Obligations  with  respect  to  the  Incremental  Term  Loan
Commitments  provided hereby and any Loans made pursuant  thereto
shall  (i)  be  fully  guaranteed pursuant  to  the  Subsidiaries
Guaranty in accordance with the terms and provisions thereof  and
(ii)  be entitled to the benefits of the Security Documents,  and
attached  hereto  as  Annex III are resolutions  from  each  such
Subsidiary Guarantor covering the matters set forth in  preceding
clauses (i) and (ii).

          The   Obligations  to  be  incurred  pursuant  to   the
Incremental   Term  Loan  Commitments  provided   hereunder   are
permitted   by,   and   constitute  "Senior   Indebtedness"   and
"Designated Senior Indebtedness" (or any similar terms) under (i)
the   Convertible   Subordinated  Debt  and   (ii)   the   Senior
Subordinated  Note  Documents, and, after  the  issuance  of  any
Permitted  Subordinated Notes, the Permitted Senior  Subordinated
Note  Documents, and attached hereto as Annex IV are calculations
showing that such Obligations are permitted by the terms  of  the
documentation referred to in this clause (ii).

          Attached  hereto  as Annex V is an opinion  of  Waller,
Lansden,  Dortch  & Davis counsel to the Borrower,  delivered  as
required pursuant to Section 1.13(b)(v) of the Credit Agreement.

          You may accept this Agreement by executing the enclosed
copies in the space provided below, and returning a copy of  same
to us before the close of business on January 2, 2003.  If you do
not  so accept this Agreement by such time, our Incremental  Term
Loan  Commitments  set forth in this Agreement  shall  be  deemed
cancelled.

          After  the execution and delivery to the Administrative
Agent  of  a fully executed copy of this Agreement (including  by
way  of counterparts and by facsimile) by the parties hereto  and
the  effectiveness  hereof  in  accordance  with  the  provisions
herein, this Agreement shall constitute a Credit Document and may
only  be  changed,  modified or varied by written  instrument  in
accordance with the requirements for the modification  of  Credit
Documents pursuant to Section 13.12 of the Credit Agreement.

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<PAGE>

          THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH
AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

                              Very truly yours,

                              BANK OF AMERICA, N.A.

                              By: /s/ Kevin Wagley
			      -----------------------------------
                              Title:  Principal


                              CREDIT LYONNAIS NEW YORK BRANCH

                              By: /s/ Attila Koc
			      -----------------------------------
                              Title:  Senior Vice President


                              KZH CYPRESSTREE-1 LLC

                              By: /s/ Susan Lee
			      -----------------------------------
                              Title:  Authorized Agent


                              KZH ING-2 LLC

                              By: /s/ Susan Lee
			      -----------------------------------
                              Title:  Authorized Agent


                              KZH STERLING LLC

                              By: /s/ Susan Lee
			      -----------------------------------
                              Title:  Authorized Agent


                              KZH SOLEIL LLC

                              By: /s/ Susan Lee
			      -----------------------------------
                              Title:  Authorized Agent


                              KZH SOLEIL-2 LLC

                              By: /s/ Susan Lee
			      -----------------------------------
                              Title:  Authorized Agent

				4
<PAGE>

Agreed and Accepted
this 3rd day of January 2003

VANGUARD HEALTH SYSTEMS, INC.

By: /s/ Joseph D. Moore
-----------------------------------
Title:  Executive Vice President, Chief Financial Officer & Treasurer


BANK OF AMERICA, N.A.,
    as Administrative Agent

By: /s/ Kevin Wagley
-----------------------------------
Title:  Principal

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<PAGE>

Each  Subsidiary  Guarantor  acknowledges  and  agrees  to   the
foregoing  provisions of this Incremental Term  Loan  Commitment
Agreement,   specifically  including  the  acknowledgments   and
agreements made by it pursuant to the seventh paragraph  of  the
Incremental Term Loan Commitment Agreement.

                                 VHS ACQUISITION CORPORATION
                                 VHS OUTPATIENT CLINICS, INC.
                                 VHS OF PHOENIX, INC.
                                 VHS OF ARROWHEAD, INC.
                                 PLEASANT PROPERTIES, INC.
                                 VHS OF SOUTH PHOENIX, INC.
                                 VHS IMAGING CENTERS, INC.
                                 VHS OF ANAHEIM, INC.
                                 VHS OF ORANGE COUNTY, INC.
                                 VHS HOLDING COMPANY, INC.
                                 VHS OF HUNTINGTON BEACH, INC.
                                 VHS OF ILLINOIS, INC.
                                 MACNEAL HEALTH PROVIDERS, INC.
                                 MACNEAL MANAGEMENT SERVICES,
                                  INC.
                                 MIDWEST CLAIMS PROCESSING, INC.
                                 PROS TEMPORARY STAFFING, INC.
                                 WATERMARK PHYSICIAN SERVICES,
                                  INC.
                                 VHS GENESIS LABS, INC.
                                 MACNEAL MEDICAL RECORDS, INC.
                                 VANGUARD HEALTH MANAGEMENT,
                                  INC.
                                 TRINITY MEDCARE, INC.
                                 V-II ACQUISITION CO., INC.
                                 VANGUARD HEALTH FINANCIAL
                                  COMPANY, INC.
                                 VHS OF RANCOCAS, INC.
                                 VHS PHOENIX HEALTH PLAN, INC.
                                 HOSPITAL DEVELOPMENT OF WEST
                                 PHOENIX, INC.
                                 HOSPITAL DEVELOPMENT COMPANY
                                 NUMBER 1, INC.
                                 HOSPITAL DEVELOPMENT COMPANY
                                 NUMBER 2, INC.

                                 each as a Guarantor

				 By: /s/ Joseph D. Moore
				 -----------------------------------
				 Title:  Executive Vice President, Chief
					 Financial Officer & Treasurer


                                 Duly authorized to sign on behalf of
                                 each of the foregoing entities

				6
<PAGE>

                                 VOLUNTEER INSURANCE LTD.

				 By: /s/ Joseph D. Moore
				 -----------------------------------
				 Title:  President


                                 VHS ACQUISITION SUBSIDIARY
                                   NUMBER 1, INC.
                                 VHS ACQUISITION SUBSIDIARY
                                   NUMBER 2, INC.
                                 VHS ACQUISITION SUBSIDIARY
                                   NUMBER 3, INC.
                                 VHS ACQUISITION SUBSIDIARY
                                   NUMBER 4, INC.
                                 VHS ACQUISITION SUBSIDIARY
                                   NUMBER 5, INC.
                                 VHS ACQUISITION SUBSIDIARY
                                   NUMBER 6, INC.
                                 VHS ACQUISITION SUBSIDIARY
                                   NUMBER 7, INC.
                                 VHS ACQUISITION SUBSIDIARY
                                   NUMBER 8, INC.
                                 VHS ACQUISITION SUBSIDIARY
                                   NUMBER 9, INC.
                                 VHS ACQUISITION SUBSIDIARY
                                   NUMBER 10, INC.
                                 VHS ACQUISITION SUBSIDIARY
                                   NUMBER 11, INC.
                                 VHS ACQUISITION SUBSIDIARY
                                   NUMBER 12, INC.,

                                 each as a Guarantor

				 By: /s/ Joseph D. Moore
				 -----------------------------------
				 Title:  Executive Vice President, Chief
					 Financial Officer & Treasurer


                                 Duly authorized to sign on behalf of
                                 each of the foregoing entities

				7
<PAGE>

                                 THE ANAHEIM VHS LIMITED PARTNERSHIP,
				 as a Guarantor

                                 By:  VHS of Anaheim, Inc.,
				      its General Partner

				 By: /s/ Joseph D. Moore
				 -----------------------------------
				 Title:  Executive Vice President, Chief
					 Financial Officer & Treasurer


                                 THE HUNTINGTON BEACH VHS
                                 LIMITED PARTNERSHIP, as a Guarantor

                                 By:  VHS of Huntington Beach, Inc.,
				      its General Partner

				 By: /s/ Joseph D. Moore
				 -----------------------------------
				 Title:  Executive Vice President, Chief
					 Financial Officer & Treasurer


                                 HEALTHCARE COMPLIANCE, L.L.C.,
                                 as a Guarantor

                                 By:  Vanguard Health Management, Inc.,
				      its Member

				 By: /s/ Joseph D. Moore
				 -----------------------------------
				 Title:  Executive Vice President, Chief
					 Financial Officer & Treasurer

					8
<PAGE>

                                 VHS SAN ANTONIO PARTNERS, L.P.,
                                 as a Guarantor

                                 By:  VHS Acquisition Subsidiary
				      Number 5, Inc.,
				      its General Partner

				 By: /s/ Joseph D. Moore
				 -----------------------------------
				 Title:  Executive Vice President, Chief
					 Financial Officer & Treasurer


                                 THE VHS ARIZONA IMAGING CENTERS
                                 LIMITED PARTNERSHIP, as a Guarantor

                                 By:  VHS Imaging Centers, Inc.,
                                      its General Partner

				 By: /s/ Joseph D. Moore
				 -----------------------------------
				 Title:  Executive Vice President, Chief
					 Financial Officer & Treasurer


                                 VHS ACQUISITION PARTNERSHIP
                                 NUMBER 1, L.P., as a Guarantor

                                 By:  VHS Acquisition Subsidiary
                                      Number 6, Inc.,
				      its General Partner

				 By: /s/ Joseph D. Moore
				 -----------------------------------
				 Title:  Executive Vice President, Chief
					 Financial Officer & Treasurer

					9
<PAGE>

                                 VHS ACQUISITION COMPANY NUMBER 1, LLC

                                 By: VHS Acquisition Subsidiary
                                     Number 8, Inc.,
				     its Managing Member

				 By: /s/ Joseph D. Moore
				 -----------------------------------
				 Title:  Executive Vice President, Chief
					 Financial Officer & Treasurer

					10
<PAGE>

									Annex I

                    TERMS AND CONDITIONS FOR
           INCREMENTAL TERM LOAN COMMITMENT AGREEMENT

1.   Incremental Term Loan Commitment Amounts (as of the
     Agreement Effective Date):

                                        	Amount of Incremental
          Name of Lender                	Term Loan Commitment
	  --------------			---------------------

          Bank of America, N.A.         	$135,620,000

          Credit Lyonnais New York Branch 	$5,000,000

          KZH ING-2 LLC                 	$2,500,000

          KZH CypressTree-1 LLC         	$2,500,000

          KZH Soleil-2 LLC              	$1,620,000

          KZH Sterling LLC              	$1,500,000

          KZH Soleil LLC                	$1,260,000

          Total                         	$150,000,000


2.   Designation of Tranche of Incremental Term Loan Commitments
     (and Incremental Term Loans to be funded thereunder): B

3.   Maturity Date: January 3, 2010 (the "Incremental Term Loan
     Maturity Date").

4.   Dates for, and amounts of, Scheduled Incremental Term Loan
     Repayments:

           Date                    Amount

     March 31, 2003     0.25%    of    the    initial
                        agreement principal amount of
                        Incremental    Term     Loans
                        hereunder

     June 30, 2003      0.25%    of    the    initial
                        agreement principal amount of
                        Incremental    Term     Loans
                        hereunder

     September 30,      0.25%    of    the    initial
     2003               agreement principal amount of
                        Incremental    Term     Loans
                        hereunder

     December 31, 2003  0.25%    of    the    initial
                        agreement principal amount of
                        Incremental    Term     Loans
                        hereunder

<PAGE>

     March 31, 2004     0.25%    of    the    initial
                        agreement principal amount of
                        Incremental    Term     Loans
                        hereunder

     June 30, 2004      0.25%    of    the    initial
                        agreement principal amount of
                        Incremental    Term     Loans
                        hereunder

     September 30,      0.25%    of    the    initial
     2004               agreement principal amount of
                        Incremental    Term     Loans
                        hereunder

     December 31, 2004  0.25%    of    the    initial
                        agreement principal amount of
                        Incremental    Term     Loans
                        hereunder

     March 31, 2005     0.25%    of    the    initial
                        agreement principal amount of
                        Incremental    Term     Loans
                        hereunder

     June 30, 2005      0.25%    of    the    initial
                        agreement principal amount of
                        Incremental    Term     Loans
                        hereunder

     September 30,      0.25%    of    the    initial
     2005               agreement principal amount of
                        Incremental    Term     Loans
                        hereunder

     December 31, 2005  0.25%    of    the    initial
                        agreement principal amount of
                        Incremental    Term     Loans
                        hereunder

     March 31, 2006     0.25%    of    the    initial
                        agreement principal amount of
                        Incremental    Term     Loans
                        hereunder

     June 30, 2006      0.25%    of    the    initial
                        agreement principal amount of
                        Incremental    Term     Loans
                        hereunder

     September 30,      0.25%    of    the    initial
     2006               agreement principal amount of
                        Incremental    Term     Loans
                        hereunder

     December 31, 2006  0.25%    of    the    initial
                        agreement principal amount of
                        Incremental    Term     Loans
                        hereunder

				2
<PAGE>

     March 31, 2007     0.25%    of    the    initial
                        agreement principal amount of
                        Incremental    Term     Loans
                        hereunder

     June 30, 2007      0.25%    of    the    initial
                        agreement principal amount of
                        Incremental    Term     Loans
                        hereunder

     September 30,      0.25%    of    the    initial
     2007               agreement principal amount of
                        Incremental    Term     Loans
                        hereunder

     December 31, 2007  0.25%    of    the    initial
                        agreement principal amount of
                        Incremental    Term     Loans
                        hereunder

     March 31, 2008     0.25%    of    the    initial
                        agreement principal amount of
                        Incremental    Term     Loans
                        hereunder

     June 30, 2008      0.25%    of    the    initial
                        agreement principal amount of
                        Incremental    Term     Loans
                        hereunder

     September 30,      0.25%    of    the    initial
     2008               agreement principal amount of
                        Incremental    Term     Loans
                        hereunder

     December 31, 2008  0.25%    of    the    initial
                        agreement principal amount of
                        Incremental    Term     Loans
                        hereunder

     March 31, 2009     23.5%    of    the    initial
                        aggregate principal amount of
                        Incremental    Term     Loans
                        hereunder

     June 30, 2009      23.5%    of    the    initial
                        aggregate principal amount of
                        Incremental    Term     Loans
                        hereunder

     September 30,      23.5%    of    the    initial
     2009               aggregate principal amount of
                        Incremental    Term     Loans
                        hereunder

     Incremental Term   23.5%    of    the    initial
     Loan Maturity      aggregate principal amount of
     Date               Incremental    Term     Loans
                        hereunder

				3
<PAGE>

5.   Rules for application of voluntary and mandatory
     prepayments:

          As    provided    in   Sections   4.01(a)(vi)(A)    and
          4.02(h)(iv)(A), as the case may be, i.e., (1) first, to
          reduce  the  Scheduled Incremental Term Loan Repayments
          which  will become due within twelve months  after  the
          date of such prepayment in direct order of maturity  of
          the  dates  of  such  Scheduled Incremental  Term  Loan
          Repayments and (2) second, to the extent in  excess  of
          the  amount required to be applied as provided  in  the
          preceding  clause  (1), to reduce  the  then  remaining
          Scheduled  Incremental Term Loan Repayments  on  a  pro
          rata  basis  (based  on  the then  remaining  principal
          amounts   of  such  Scheduled  Incremental  Term   Loan
          Repayments).

6.   Interest Rates:

          Applicable   Margin  for  Incremental  B   Term   Loans
          maintained  as (i) Base Rate Loans shall be  3.25%  and
          (ii) Eurodollar Loans shall be 4.25%.

          It  is  understood and agreed that prior to the earlier
          of  (i)  the 90th day following the incurrence  of  the
          Incremental Term Loans hereunder and (ii) the date upon
          which  the Administrative Agent shall determine in  its
          sole  discretion  that the primary syndication  of  the
          Incremental  Term Loans has been completed, Incremental
          Term  Loans maintained as Eurodollar Loans may only  be
          incurred having (x) one week Interest Periods, each  of
          which  shall begin and end on the same day of the week,
          or  (y) any otherwise allowed Interest Period (pursuant
          to Section 1.09 of the Credit Agreement) so long as the
          Borrower pays any breakage costs incurred by any Lender
          in connection with such primary syndication.

7.   Other Conditions:

               (a)  The structure and all terms of, and the
 	    documentation for, each component of the BHS
 	    Acquisition shall be as set forth in the BHS Acquisition
 	    Agreement (as defined in Section I.1 of the First
 	    Amendment) and the  documentation related thereto, in
 	    each case delivered on October 7, 2002 to the Lenders
 	    and the Incremental Term Loan Lenders party to the Incremental
 	    Term Loan Commitment Agreement to which this Annex I is
 	    attached, with such amendments, modifications or waivers
 	    thereto as may be agreed to by the Administrative Agent or
 	    the Required Lenders (for this purpose determined including
 	    each Lender's Revolving Loan Commitments as well as such
 	    Lender's Incremental Term Loan Commitments and Incremental
 	    Term Loans (the "Aggregate Required Lenders")) and such
 	    documentation shall be in full force andeffect.  The BHS
 	    Acquisition shall have been consummated in accordance with
 	    the respective documentation therefore in all material
 	    respects and in accordance with all applicable laws.

               (b)  After giving effect to the BHS Acquisition and
 	    financings incurred in connection therewith, the Borrower
 	    and its Subsidiaries will have no

					4
<PAGE>

	    outstanding Indebtedness or preferred stock other than:
 	    (w) the PIK Preferred Stock, (x) the BHS PIK Preferred
 	    Stock, (y) Indebtedness outstanding under the
 	    Credit Agreement and (z) Indebtedness outstanding as
 	    permitted pursuant to Section 9.04 of the Credit Agreement
 	    on the Agreement Effective Date.

               (c)  The Borrower shall have received cash proceeds in
 	    an amount equal to at least $50,000,000 from either the MSCP
 	    Group or management or both in consideration of common equity
 	    issued by the Borrower to them.

               (d)  The Borrower shall have issued to the seller of BHS
 	    the Convertible Subordinated Debt, and each of the
 	    Convertible Subordinated Debt Documents shall be in the form
 	    delivered on October 7, 2002 to the Lenders and the
 	    Incremental Term Loan Lenders party to the Incremental Term
 	    Loan Commitment Agreement to which this Annex I is attached,
 	    with such amendments, modifications or waivers thereto as may
 	    be agreed to by the Administrative Agent or the Aggregate
 	    Required Lenders.

	        (e)  VHS Acquisition Subsidiary Number 5, Inc. shall have
 	    issued 19.9% of its capital stock to the seller of BHS and
 	    the documentation related thereto shall be in the form
 	    delivered on October 7, 2002 to the Lenders and the
 	    Incremental Term Loan Lenders party to the Incremental Term
 	    Loan Commitment Agreement to which this Annex I is attached,
 	    with such amendments, modifications or waivers thereto as may
	    be agreed to by the Administrative Agent or the Aggregate
 	    Required Lenders.

	        (f)  The Borrower shall have utilized approximately
 	    $45,000,000 of its cash on hand (subject to adjustments to
 	    such amount in connection with Special Capital
 	    Expenditures (as defined below) and any purchase price
 	    adjustment in connection with the BHS Acquisition) to
 	    finance, in part, the BHS Acquisition and to pay
	    fees and expenses in connection therewith prior to the
	    utilization of the Incremental Term Loans to be incurred
 	    pursuant to the Incremental Term Loan Commitment Agreement to
 	    which this Annex I is attached for such purpose.  No Loans
 	    other than the Incremental Term Loans to be incurred pursuant
 	    to the Incremental Term Loan Commitment Agreement to which
 	    this Annex I is attached shall be incurred to finance any
 	    part of the BHS Acquisition or to pay any fees or expenses in
 	    connection therewith.  For the purposes of this Section 7,
 	    the term "Special Capital Expenditures" shall mean both (i)
 	    BHS' cost of Capital Expenditures made after July 15, 2002
 	    and prior to the Agreement Effective Date, in an amount not
 	    to exceed $3,500,000, in connection with making those repairs
 	    related to life and safety issues which state regulators have
 	    requested that BHS make as soon as practicable and (ii) BHS'
 	    cost of other non-routine capital expenditures made after
 	    July 15, 2002 that are approved in writing by both BHS and
 	    Borrower.

	        (g)  All necessary governmental (domestic and foreign)
 	    and third party approvals and/or consents required in
 	    connection with the transactions contemplated by the BHS
 	    Acquisition and otherwise referred to in the First

					5
<PAGE>

	    Amendment shall have been obtained and
	    remain in effect.  Additionally, there shall not exist any
	    judgment, order, injunction or other restraint prohibiting or
	    imposing materially adverse conditions upon the BHS
 	    Acquisition or the transactions contemplated by the
 	    Incremental Term Loan Commitment Agreement to which this Annex I
 	    is attached.

	        (h)  No litigation by any entity (private or
 	    governmental) shall be pending or threatened with respect to
 	    the BHS Acquisition, the Incremental Term Loans to be
 	    incurred pursuant to the Incremental Term Loan Commitment
 	    Agreement to which this Annex I is attached
	    or the Credit Agreement or any documentation executed in
	    connection therewith, or could reasonably be expected to have
 	    a material adverse effect on the business, property, assets,
	    liabilities (actual or contingent), operations or condition
	    (financial or otherwise) of the Borrower and its Subsidiaries
	    taken as a whole.

	        (i)  The Administrative Agent shall have received legal
 	    opinions from counsel, and covering matters, acceptable to
 	    the Administrative Agent.  None of the Incremental Term Loans
 	    to be incurred pursuant to the Incremental Term Loan
 	    Commitment Agreement to which this Annex I is attached or any
 	    other financing to the Borrower (and neither the guaranties
 	    thereof nor the security thereof) shall cause a violation or
 	    breach of any agreement relating to any existing Indebtedness
 	    of the Borrower or any of its Subsidiaries (including,
 	    without limitation, the Senior Subordinated Notes and the
 	    Convertible Subordinated Debt), or any other material
 	    contract, of the Borrower or any of its Subsidiaries.

	        (j)  All costs, fees, expenses (including, without
 	    limitation, legal fees and expenses) and other compensation
 	    contemplated by the First Amendment and the Incremental Term
 	    Loan Commitment Agreement to which this Annex I is attached,
 	    payable to the Lender and the Administrative Agent shall have
 	    been paid to the extent due.

	        (k)  The existing and new Subsidiary Guarantors shall
 	    have executed and delivered (or acknowledged) the
 	    Subsidiaries Guaranty.  Each new Subsidiary Guarantor which
 	    is required to execute a counterpart of the Subsidiaries
 	    Guaranty shall be required to sign a counterpart of each of
 	    the Security Documents and, to the extent required, enter
 	    into Mortgages, and thereby provide a security interest in
 	    all of the Collateral owned by each such new Subsidiary
 	    Guarantor to secure all Obligations (including the
 	    Incremental Term Loans) owed by each such new
 	    Subsidiary Guarantor under the Credit Documents to which it
 	    is a party.

	        (l)  The shareholders of the VHS Acquisition Subsidiary
 	    Number 5, Inc. shall have executed a Shareholders Agreement
 	    which shall provide that VHS Acquisition Subsidiary Number 5,
 	    Inc. may take any action required by the Credit Agreement
 	    including, without limitation, becoming a party to the
 	    Subsidiaries Guaranty and the Security Documents, which
 	    Shareholders Agreement shall be in the form delivered on
 	    October 7, 2002 to the Lenders and the Incremental Term
 	    Loan Lenders party to the Incremental Term Loan Commitment
 	    Agreement to

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	    which this Annex I is attached, with such amendments,
 	    modifications or waivers thereto as may be agreed to
	    by the Administrative Agent or the Aggregate Required
 	    Lenders.

	       (m)  The Borrower shall have issued to the seller of BHS
 	    the BHS PIK Preferred Stock, and the BHS PIK Preferred Stock
 	    Document shall be in the form delivered on October 7, 2002 to
 	    the Lenders and the Incremental Term Loan Lenders party to
 	    the Incremental Term Loan Commitment Agreement to which this
 	    Annex I is attached, with such amendments, modifications or
 	    waivers thereto as may be agreed to by the Administrative
 	    Agent or the Aggregate Required Lenders.

	        (n)  The Lenders shall have received from the chief
 	    financial officer of the Borrower a solvency certificate, in
	    form of Exhibit L to the Credit Agreement.

		  (o)  The Required Lenders (for this purpose excluding any
	    Lender's Incremental Term Loans and Incremental Term Loan
	    Commitments provided pursuant to the Incremental Term Loan
	    Commitment Agreement to which this Annex I is attached) shall
	    have executed and delivered the First Amendment.

		  (p)  The Borrower shall be in compliance with each of
 	    Section 9.08 and 9.09 of the Credit Agreement (after giving
 	    effect to the First Amendment), with the calculations
 	    necessary to determine such compliance to be made on a Pro
 	    Forma Basis after giving effect to the BHS Acquisition, the
 	    incurrence of the Incremental Term Loans pursuant to the
	    Incremental Term Loan Commitment Agreement to which this
 	    Annex I is attached and all other transactions consummated in
 	    connection therewith, and the Borrower shall have delivered
 	    to the Administrative Agent and each Lender (including, for
 	    this purpose each Incremental Term Loan Lender) an officer's
	    certificate from the Chief FinancialOfficer of the Borrower
 	    certifying as to the matters above and setting forth in
 	    reasonable detail the calculations necessary to certify to
 	    such matters.

		  (q)  All representations and warranties contained in the
 	    Credit Agreement and the other Credit Documents shall be true
 	    and correct in all material respects as of the Agreement
 	    Effective Date (although any representations and warranties
 	    which specifically relate to a given date or period shall be
 	    true and correct in all material respects as of the
	    respective date or for the respective period, as the case may
 	    be).

		  (r)  No Default or Event of Default shall exist and be
 	    continuing on the Agreement Effective Date.

8.   Maximum  Number  of Drawings permitted with respect to the
     Incremental Term Loan Commitments provided pursuant to the
     Incremental Term Loan Commitment Agreement to which this Annex I
     is attached:   1

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<PAGE>

9.   Expiration date of any undrawn Incremental Term Loan
     Commitments provided pursuant to the Incremental Term Loan
     Commitment Agreement pursuant to which this Annex 1 is attached:
     5:30 pm (EST) February 3, 2003, or, if earlier, the termination
     of that certain Purchase and Sale Agreement, dated as of October
     8, 2002, among the Borrower, VHS San Antonio Partners, L.P. and
     the Baptist Health System.

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