exv4w2






Exhibit 4.2




      




VANGUARD HEALTH SYSTEMS, INC.



10.375% SENIOR DISCOUNT NOTES DUE 2016



 





INDENTURE



Dated as of January 26, 2011



 





U.S. Bank National Association

as Trustee



 





      








 









 








CROSS-REFERENCE TABLE*




	 	 	 	 
	Trust Indenture	 	Indenture
	Act Section	 	Section
	310	(a)(1) 	 	7.10
	 	(a)(2) 	 	7.10
	 	(a)(3) 	 	N.A.
	 	(a)(4) 	 	N.A.
	 	(a)(5) 	 	7.10
	 	(b) 	 	7.10
	 	(c) 	 	N.A.
	311	(a) 	 	7.11
	 	(b) 	 	7.11
	 	(c) 	 	N.A.
	312	(a) 	 	2.05
	 	(b) 	 	12.03
	 	(c) 	 	12.03
	313	(a) 	 	7.06
	 	(b)(1) 	 	N.A.
	 	(b)(2) 	 	7.06; 7.07
	 	(c) 	 	7.06; 12.02
	 	(d) 	 	7.06
	314	(a) 	 	4.04; 12.02, 12.05
	 	(b) 	 	N.A.
	 	(c)(1) 	 	12.04
	 	(c)(2) 	 	12.04
	 	(c)(3) 	 	N.A.
	 	(d) 	 	N.A.
	 	(e) 	 	12.05
	 	(f) 	 	N.A.
	315	(a) 	 	7.01
	 	(b) 	 	7.05; 12.02
	 	(c) 	 	7.01
	 	(d) 	 	7.01
	 	(e) 	 	6.11
	316	(a) (last
sentence) 	 	2.09
	 	(a)(1)(A) 	 	6.05
	 	(a)(1)(B) 	 	6.04
	 	(a)(2) 	 	N.A.
	 	(b) 	 	6.07
	 	(c) 	 	2.12
	317	(a)(1) 	 	6.08
	 	(a)(2) 	 	6.09
	 	(b) 	 	2.04
	318	(a) 	 	12.01
	 	(b) 	 	N.A.
	 	(c) 	 	12.01








 




N.A. means not applicable.




	 	 	 
	*	 	This cross Reference Table is not part of this Indenture.





 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I

	 
	 	 	 	 
	DEFINITIONS AND INCORPORATION BY REFERENCE

	 
	 	 	 	 
	Section 1.01 Definitions
	 	 	1	 
	Section 1.02 Other Definitions
	 	 	27	 
	Section 1.03 Incorporation by Reference of Trust Indenture Act
	 	 	28	 
	Section 1.04 Rules of Construction
	 	 	28	 
	 
	 	 	 	 
	ARTICLE II

	 
	 	 	 	 
	THE NOTES

	 
	 	 	 	 
	Section 2.01 Form and Dating
	 	 	29	 
	Section 2.02 Execution and Authentication
	 	 	30	 
	Section 2.03 Registrar and Paying Agent
	 	 	30	 
	Section 2.04 Paying Agent to Hold Money in Trust
	 	 	30	 
	Section 2.05 Holder Lists
	 	 	31	 
	Section 2.06 Transfer and Exchange
	 	 	31	 
	Section 2.07 Replacement Notes
	 	 	41	 
	Section 2.08 Outstanding Notes
	 	 	42	 
	Section 2.09 Treasury Notes
	 	 	42	 
	Section 2.10 Temporary Notes
	 	 	42	 
	Section 2.11 Cancellation
	 	 	42	 
	Section 2.12 Defaulted Interest
	 	 	42	 
	Section 2.13 CUSIP Numbers
	 	 	42	 
	Section 2.14 Issuance of Additional Notes
	 	 	43	 
	 
	 	 	 	 
	ARTICLE III

	 
	 	 	 	 
	REDEMPTION AND PREPAYMENT

	 
	 	 	 	 
	Section 3.01 Notices to Trustee
	 	 	43	 
	Section 3.02 Selection of Notes to Be Redeemed or Purchased
	 	 	43	 
	Section 3.03 Notice of Redemption
	 	 	44	 
	Section 3.04 Effect of Notice of Redemption
	 	 	44	 
	Section 3.05 Deposit of Redemption or Purchase Price
	 	 	45	 
	Section 3.06 Notes Redeemed or Purchased in Part
	 	 	45	 
	Section 3.07 Optional Redemption
	 	 	45	 
	Section 3.08 Redemption Upon Certain Equity Issuances
	 	 	46	 
	Section 3.09 Mandatory Redemption
	 	 	46	 
	Section 3.10 Offer to Purchase by Application of Excess Proceeds
	 	 	47	 
	 
	 	 	 	 
	ARTICLE IV

	 
	 	 	 	 
	COVENANTS

	 
	 	 	 	 
	Section 4.01 Payment of Notes
	 	 	48	 
	Section 4.02 Maintenance of Office or Agency
	 	 	48	 
	Section 4.03 Reports to Holders
	 	 	49	 
	Section 4.04 Compliance Certificate
	 	 	49	 






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	 	 	Page	 
	Section 4.05 Limitation on Restricted Payments
	 	 	50	 
	Section 4.06 Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries
	 	 	55	 
	Section 4.07 Limitation on Incurrence of Additional Indebtedness and Issuance of Preferred Stock
	 	 	56	 
	Section 4.08 Asset Sales
	 	 	60	 
	Section 4.09 Limitation on Transactions with Affiliates
	 	 	62	 
	Section 4.10 Limitation on Liens
	 	 	64	 
	Section 4.11 Offer to Repurchase Upon Change of Control
	 	 	64	 
	Section 4.12 Payments for Consent
	 	 	66	 
	Section 4.13 [Reserved]
	 	 	66	 
	Section 4.14 Future Guarantors
	 	 	66	 
	Section 4.15 Suspension of Covenants
	 	 	66	 
	 
	 	 	 	 
	ARTICLE V

	 
	 	 	 	 
	SUCCESSORS

	 
	 	 	 	 
	Section 5.01 Merger, Consolidation or Sale of All or Substantially All Assets of the Issuer
	 	 	67	 
	Section 5.02 Successor Corporation Substituted
	 	 	67	 
	 
	 	 	 	 
	ARTICLE VI

	 
	 	 	 	 
	DEFAULTS AND REMEDIES

	 
	 	 	 	 
	Section 6.01 Events of Default
	 	 	68	 
	Section 6.02 Acceleration
	 	 	69	 
	Section 6.03 Other Remedies
	 	 	69	 
	Section 6.04 Waiver of Past Defaults
	 	 	69	 
	Section 6.05 Control by Majority
	 	 	70	 
	Section 6.06 Limitation on Suits
	 	 	70	 
	Section 6.07 Rights of Holders of Notes to Receive Payment
	 	 	70	 
	Section 6.08 Collection Suit by Trustee
	 	 	70	 
	Section 6.09 Trustee May File Proofs of Claim
	 	 	71	 
	Section 6.10 Priorities
	 	 	71	 
	Section 6.11 Undertaking for Costs
	 	 	71	 
	 
	 	 	 	 
	ARTICLE VII

	 
	 	 	 	 
	TRUSTEE

	 
	 	 	 	 
	Section 7.01 Duties of Trustee
	 	 	71	 
	Section 7.02 Rights of Trustee
	 	 	72	 
	Section 7.03 Individual Rights of Trustee
	 	 	73	 
	Section 7.04 Trustee’s Disclaimer
	 	 	73	 
	Section 7.05 Notice of Defaults
	 	 	73	 
	Section 7.06 Reports by Trustee to Holders of the Notes
	 	 	74	 
	Section 7.07 Compensation and Indemnity
	 	 	74	 
	Section 7.08 Replacement of Trustee
	 	 	75	 
	Section 7.09 Successor Trustee by Merger, etc.
	 	 	75	 
	Section 7.10 Eligibility; Disqualification
	 	 	75	 
	Section 7.11 Preferential Collection of Claims Against the Issuer
	 	 	76	 






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	 	 	Page	 
	ARTICLE VIII

	 
	 	 	 	 
	LEGAL DEFEASANCE AND COVENANT DEFEASANCE

	 
	 	 	 	 
	Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance
	 	 	76	 
	Section 8.02 Legal Defeasance and Discharge
	 	 	76	 
	Section 8.03 Covenant Defeasance
	 	 	76	 
	Section 8.04 Conditions to Legal or Covenant Defeasance
	 	 	77	 
	Section 8.05 Deposited Money and Government Securities to be Held in Trust;
Other Miscellaneous Provisions
	 	 	78	 
	Section 8.06 Repayment to Issuer
	 	 	78	 
	Section 8.07 Reinstatement
	 	 	78	 
	 
	 	 	 	 
	ARTICLE IX

	 
	 	 	 	 
	AMENDMENT, SUPPLEMENT AND WAIVER

	 
	 	 	 	 
	Section 9.01 Without Consent of Holders of Notes
	 	 	78	 
	Section 9.02 With Consent of Holders of Notes
	 	 	79	 
	Section 9.03 Compliance with Trust Indenture Act
	 	 	80	 
	Section 9.04 Revocation and Effect of Consents
	 	 	80	 
	Section 9.05 Notation on or Exchange of Notes
	 	 	80	 
	Section 9.06 Trustee to Sign Amendments, etc.
	 	 	80	 
	 
	 	 	 	 
	ARTICLE X

	 
	 	 	 	 
	GUARANTEES

	 
	 	 	 	 
	Section 10.01 Guarantees
	 	 	81	 
	Section 10.02 Limitation on Liability
	 	 	82	 
	Section 10.03 Release
	 	 	83	 
	Section 10.04 Successors and Assigns
	 	 	83	 
	Section 10.05 No Waiver
	 	 	83	 
	Section 10.06 Modification
	 	 	83	 
	Section 10.07 Execution of Supplemental Indenture for Future Guarantors
	 	 	83	 
	 
	 	 	 	 
	ARTICLE XI

	 
	 	 	 	 
	SATISFACTION AND DISCHARGE

	 
	 	 	 	 
	Section 11.01 Satisfaction and Discharge
	 	 	84	 
	Section 11.02 Application of Trust Money
	 	 	84	 
	 
	 	 	 	 
	ARTICLE XII

	 
	 	 	 	 
	MISCELLANEOUS

	 
	 	 	 	 
	Section 12.01 Trust Indenture Act Controls
	 	 	85	 
	Section 12.02 Notices
	 	 	85	 
	Section 12.03 Communication by Holders of Notes with Other Holders of Notes
	 	 	86	 
	Section 12.04 Certificate and Opinion as to Conditions Precedent
	 	 	86	 
	Section 12.05 Statements Required in Certificate or Opinion
	 	 	86	 
	Section 12.06 Rules by Trustee and Agents
	 	 	86	 
	Section 12.07 No Personal Liability of Directors, Officers, Employees and Stockholders
	 	 	86	 
	Section 12.08 Governing Law
	 	 	86	 






-iii-









 






	 	 	 	 	 
	 	 	Page	 
	Section 12.09 Successors
	 	 	86	 
	Section 12.10 Severability
	 	 	87	 
	Section 12.11 Counterpart Originals
	 	 	87	 
	Section 12.12 Table of Contents, Headings, etc.
	 	 	87	 







-iv-











 









EXHIBITS




	 	 	 

	Exhibit Al

	 	FORM OF NOTE
	Exhibit A2

	 	FORM OF REGULATION S TEMPORARY GLOBAL NOTE
	Exhibit B

	 	FORM OF CERTIFICATE OF TRANSFER
	Exhibit C

	 	FORM OF CERTIFICATE OF EXCHANGE
	Exhibit D

	 	FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR
	Exhibit E

	 	FORM OF SUPPLEMENTAL INDENTURE






-v-









 





     INDENTURE dated as of January 26, 2011 between Vanguard Health Systems, Inc., a Delaware
corporation (“Vanguard” or the “Issuer”), and U.S. Bank National Association, a national banking
association, as trustee (the “Trustee”).



     The Issuer and the Trustee agree as follows for the benefit of each other and for the equal
and ratable benefit of the Holders (as defined) of (a) the $747,219,000 principal amount at
maturity of the Issuer’s 10.375% Senior Discount Notes due 2016 (the “Initial Notes”), (b) any
Additional Notes (as defined) that may be issued after the date hereof and (c) if and when issued
pursuant to the Registration Rights Agreement (as defined herein), the Issuer’s Exchange Notes (as
defined herein) issued in the Registered Exchange Offer (as defined herein) in exchange for any
outstanding Initial Notes or Additional Notes (all such securities in clauses (a), (b) and (c)
being referred to collectively as the “Notes”).



ARTICLE I




DEFINITIONS AND INCORPORATION BY REFERENCE



     Section 1.01 Definitions.



     “144A Global Note” means a Global Note substantially in the form of Exhibit Al hereto bearing
the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and
registered in the name of, the Depositary or its nominee that shall be issued in a denomination
equal to the outstanding principal amount at maturity of the Notes sold in reliance on Rule 144A.



     “Accreted Value” means, as of any date (the “Specified Date”), the amount provided below for
each $1,000 principal amount at maturity of Notes:




     (1) if the Specified Date occurs on one of the following dates (each a “Semi-Annual
Accrual Date”), the Accreted Value will equal the amount set forth below for each
Semi-Annual Accrual Date:



	 	 	 	 	 
	Semi-Annual Accrual Date	 	Accreted Value
	Issue Date
	 	$	602.23	 
	August 1, 2011
	 	 	634.34	 
	February 1, 2012
	 	 	667.25	 
	August 1, 2012
	 	 	701.86	 
	February 1, 2013
	 	 	738.27	 
	August 1, 2013
	 	 	776.57	 
	February 1, 2014
	 	 	816.85	 
	August 1, 2014
	 	 	859.23	 
	February 1, 2015
	 	 	903.80	 
	August 1, 2015
	 	 	950.68	 
	February 1, 2016
	 	$	1,000.00	 







     The foregoing Accreted Values shall be increased, if necessary, to reflect any
accretion of Additional Interest payable as described in the Registration Rights Agreement.
As a result, in the event that Additional Interest accrues on the Notes, the principal
amount at maturity of the Notes will be in excess of $1,000.




     (2) if the Specified Date occurs before the first Semi-Annual Accrual Date, the
Accreted Value will equal the sum of (a) the original issue price of a Note and (b) an
amount equal to the product of (x) the Accreted Value for the first Semi-Annual Accrual Date
less such original issue price multiplied by (y) a fraction, the numerator of which is the
number of days from the Issue Date to the Specified Date, using a 360-day year of twelve
30-day months, and the denominator of which is the number of days elapsed from the Issue
Date to the first Semi-Annual Accrual Date, using a 360-day year of twelve 30-day months;



 









 






     (3) if the Specified Date occurs between Semi-Annual Accrual Dates, the Accreted Value
will equal the sum of (a) the Accreted Value for the Semi-Annual Accrual Date immediately
preceding such Specified Date and (b) an amount equal to the product of (x) the Accreted
Value for the immediately following Semi-Annual Accrual Date less the Accreted Value for the
Semi-Annual Accrual Date immediately preceding such Specified Date multiplied by (y) a
fraction, the numerator of which is the number of days from the immediately preceding
Semi-Annual Accrual Date to the Specified Date, using a 360-day year of twelve 30-day
months, and the denominator of which is 180; or




     (4) subject to the last sentence of clause (1) of this definition, if the Specified
Date occurs after the last Semi-Annual Accrual Date, the Accreted Value will equal $1,000.



     “Acquired Debt” means, with respect to any specified Person:




     (1) Indebtedness of any other Person existing at the time such other Person is merged
with or into or became a Restricted Subsidiary of such specified Person;




     (2) Indebtedness secured by an existing Lien encumbering any asset acquired by such
specified Person; and




     (3) Indebtedness of any other Person assumed in connection with, and existing at the
time of, an acquisition by a Restricted Subsidiary of the property or assets that constitute
substantially all of a division or line of business of such Person,


but excluding in any event Indebtedness incurred in connection with, or in contemplation of, such
other Person merging with or into, or becoming a Restricted Subsidiary of, or such assets or
property being acquired by, such specified Person.




     “Acquisitions” means the acquisition by Vanguard and certain of its consolidated subsidiaries
of substantially all of the assets of The Detroit Medical Center from The Detroit Medical Center,
pursuant to a purchase and sale agreement, effective January 1, 2011, the acquisition of
substantially all of the assets of Westlake Hospital and West Suburban Medical Center from
affiliates of Resurrection Health Care of Chicago, pursuant to an asset purchase agreement, dated
March 17, 2010 and the acquisition of certain assets and liabilities of the Arizona Heart Hospital
and of the Arizona Heart Institute.



     “Additional Interest” means any additional interest then owing in respect of the Notes
pursuant to the provisions of the Registration Rights Agreement.



     “Additional Notes” means additional Notes (other than the Initial Notes) issued under this
Indenture in accordance with Sections 2.14 and 4.07 hereof, as part of the same series as the
Initial Notes.



     “Affiliate” of any specified Person means any other Person directly or indirectly controlling
or controlled by or under direct or indirect common control with such specified Person. For
purposes of this definition, “control” (including, with correlative meanings, the terms
“controlling,” “controlled by” and “under common control with”), as used with respect to any
Person, shall mean the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the ownership of voting
securities, by agreement or otherwise.



     “Agent” means any Registrar, co-registrar, Paying Agent or additional paying agent.



     “Applicable Premium” means with respect to any Note on the applicable redemption date, the
greater of:




     (1) 1.0% of the then Accreted Value of the Note; and



-2-









 






     (2) the excess of:




     (a) the present value at such redemption date of the redemption price of the
Notes at February 1, 2013 (such redemption price being set forth in the table
appearing in Section 3.07(c) hereof), computed using a discount rate equal to the
Treasury Rate as of such redemption date plus 50 basis points; over




     (b) the then Accreted Value of the Note.



     “Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial
interests in any Global Note, the rules and procedures of the Depositary, Euroclear and Clearstream
that apply to such transfer or exchange.



     “Asset Sale” means (i) the sale, conveyance, transfer or other disposition (whether in a
single transaction or a series of related transactions) of property or assets of Vanguard or any
Restricted Subsidiary (each referred to in this definition as a “disposition”) or (ii) the issuance
or sale of Equity Interests of any Restricted Subsidiary, other than directors’ qualifying Equity
Interests or Equity Interests required by applicable law to be held by a Person other than Vanguard
or a Restricted Subsidiary (whether in a single transaction or a series of related transactions),
in each case, other than:




     (1) a disposition of Cash Equivalents or obsolete or worn out property or equipment in
the ordinary course of business or inventory (or other assets) held for sale in the ordinary
course of business;




     (2) the disposition of all or substantially all of the assets of the Issuer in a manner
permitted pursuant to Article V hereof or any disposition that constitutes a Change of
Control pursuant to this Indenture;




     (3) the making of any Restricted Payment or Permitted Investment that is permitted to
be made, and is made, pursuant to Section 4.05 hereof;




     (4) any disposition of assets or issuance or sale of Equity Interests of any Restricted
Subsidiary in any transaction or series of related transactions with an aggregate fair
market value of less than $15.0 million;




     (5) any disposition of property or assets or issuance of securities by a Restricted
Subsidiary to Vanguard or by Vanguard or a Restricted Subsidiary to another Restricted
Subsidiary;




     (6) the lease, assignment, license or sublease of any real or personal property in the
ordinary course of business;




     (7) any sale of Equity Interests in, or Indebtedness or other securities of, an
Unrestricted Subsidiary;




     (8) sales of assets received by Vanguard or any Restricted Subsidiary upon foreclosures
on a Lien;




     (9) sales of Securitization Assets and related assets of the type specified in the
definition of “Securitization Financing” to a Securitization Subsidiary in connection with
any Qualified Securitization Financing;




     (10) a transfer of Securitization Assets and related assets of the type specified in
the definition of “Securitization Financing” (or a fractional undivided interest therein) by
a Securitization Subsidiary in a Qualified Securitization Financing;



-3-









 






     (11) any exchange of assets for assets related to a Permitted Business of comparable
market value, as determined in good faith by Vanguard, which in the event of an exchange of
assets with a fair market value in excess of (A) $25.0 million shall be evidenced by an
Officer’s Certificate of Vanguard, and (B) $50.0 million shall be set forth in a resolution
approved in good faith by at least a majority of the Board of Directors of Vanguard;




     (12) the substantially contemporaneous sale and leaseback of an asset; provided that
the sale and leaseback occurs within 180 days after the date of the acquisition of the asset
by Vanguard or any Restricted Subsidiary and the Net Proceeds of such sale and leaseback are
applied in accordance with Section 4.08 hereof;




     (13) the sale or transfer, in the ordinary course of business consistent with past
practice, of receivables owing to Vanguard or any Restricted Subsidiary for the purpose of
collection of outstanding balances thereunder;




     (14) the licensing or sub-licensing of intellectual property or other general
intangibles in the ordinary course of business, other than the licensing of intellectual
property on a long-term basis; and




     (15) any surrender or waiver of contract rights or the settlement, release or surrender
of contract rights or other litigation claims in the ordinary course of business.



     “Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief
of debtors.



     “Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under
the Exchange Act, except that in calculating the beneficial ownership of any particular “person”
(as that term is used in Section 13(d)(3) of the Exchange Act), such “person” shall be deemed to
have beneficial ownership of all securities that such “person” has the right to acquire by
conversion or exercise of other securities, whether such right is currently exercisable or is
exercisable only upon the occurrence of a subsequent condition. The terms “Beneficially Owns” and
“Beneficially Owned” have a corresponding meaning.



     “Board of Directors” means:




     (1) with respect to a corporation, the board of directors of the corporation or any
committee thereof duly authorized to act on behalf of such board;




     (2) with respect to a limited liability company, the board of directors or other
governing body, and in the absence of same, the manager or board of managers or the managing
member or members or any controlling committee thereof;




     (3) with respect to a partnership, the board of directors of the general partner or
manager of the partnership; and




     (4) with respect to any other Person, the board or committee of such Person serving a
similar function.



     “Broker-Dealer” has the meaning set forth in the Registration Rights Agreement.



     “Business Day” means a day other than a Saturday, Sunday or other day on which banking
institutions are authorized or required by law to close in New York State.



     “Capital Stock” means:




     (1) in the case of a corporation, corporate stock;



-4-









 






     (2) in the case of an association or business entity, any and all shares, interests,
participations, rights or other equivalents (however designated) of corporate stock;




     (3) in the case of a partnership or limited liability company, partnership or
membership interests (whether general or limited); and




     (4) any other interest or participation that confers on a Person the right to receive a
share of the profits and losses of, or distributions of assets of, the issuing Person.



     “Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the
amount of the liability in respect of a lease that would at such time be required to be capitalized
and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance
with GAAP; provided that any obligations of the Issuer or its Restricted Subsidiaries either
existing on January 29, 2010 or created prior to any recharacterization described below (i) that
were not included on the consolidated balance sheet of the Issuer as capital lease obligations and
(ii) that are subsequently recharacterized as capital lease obligations due to a change in
accounting treatment or otherwise, shall for all purposes under this Indenture (including, without
limitation, the calculation of Consolidated Net Income and EBITDA) not be treated as capital lease
obligations, Capitalized Lease Obligations or Indebtedness.



     “Captive Insurance Subsidiary” means a Subsidiary of Vanguard or any Restricted Subsidiary
established for the purpose of insuring the healthcare businesses or facilities owned or operated
by Vanguard or any of its Subsidiaries or any physician employed by or on the medical staff of any
such business or facility.



     “Cash Contribution Amount” means the aggregate amount of cash contributions made to the
capital of the Issuer described in the definition of “Contribution Indebtedness.”



     “Cash Equivalents” means:




     (1) U.S. dollars or, in the case of any Foreign Subsidiary, such local currencies held
by it from time to time in the ordinary course of business;




     (2) direct obligations of the United States of America or any agency thereof or
obligations guaranteed by the United States of America or any agency thereof, in each case
with maturities not exceeding two years;




     (3) certificates of deposit and time deposits with maturities of 12 months or less from
the date of acquisition, bankers’ acceptances with maturities not exceeding 12 months and
overnight bank deposits, in each case, with any lender party to the Credit Agreement or with
any commercial bank having capital and surplus in excess of $500,000,000;




     (4) repurchase obligations for underlying securities of the types described in clauses
(2) and (3) above entered into with any financial institution meeting the qualifications
specified in clause (3) above;




     (5) commercial paper maturing within 12 months after the date of acquisition and having
a rating of at least A-1 from Moody’s or P-1 from S&P;




     (6) securities with maturities of two years or less from the date of acquisition issued
or fully guaranteed by any State or commonwealth of the United States of America, or by any
political subdivision or taxing authority thereof, and rated at least A by S&P or A-2 by
Moody’s;




     (7) investment funds at least 95% of the assets of which constitute Cash Equivalents of
the kinds described in clauses (1) through (6) of this definition; and




     (8) money market funds that (A) comply with the criteria set forth in Rule 2a-7 under
the Investment Company Act of 1940, (B) are rated AAA by S&P and Aaa by Moody’s and (C) have
portfolio assets of at least $500.0 million.



-5-









 





     “Change of Control” means the occurrence of any of the following:




     (1) the sale, lease, transfer or other conveyance, in one or a series of related
transactions, of all or substantially all of the assets of Vanguard and its Subsidiaries,
taken as a whole, to any Person other than a Permitted Holder;




     (2) Vanguard becomes aware of (by way of a report or any other filing pursuant to
Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition
by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the
Exchange Act, or any successor provision), including any group acting for the purpose of
acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under
the Exchange Act), other than the Permitted Holders, in a single transaction or in a related
series of transactions, by way of merger, consolidation or other business combination or
purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act,
or any successor provision), of more than 50% of the total voting power of the Voting Stock
of Vanguard or any of its direct or indirect parent corporations or entities; or




     (3) Vanguard ceases to beneficially own (within the meaning of Rule 13d-3 under the
Exchange Act, or any successor provision), directly or indirectly, 100% of the issued and
outstanding Capital Stock of VHS Holdco I and VHS Holdco II (or any successors thereto to
the extent VHS Holdco I or VHS Holdco II is consolidated into or merged with or into such
Person in accordance with the terms of this Indenture), except to the extent VHS Holdco I or
VHS Holdco II is merged with and into Vanguard in accordance with the terms of this
Indenture.



     “Clearstream” means Clearstream Banking, S.A.



     “Code” means the United States Internal Revenue Code of 1986, as amended from time to time,
and the regulations promulgated and rulings issued thereunder.



     “Commission” means the Securities and Exchange Commission.



     “Consolidated Depreciation and Amortization Expense” means with respect to any Person for any
period, the total amount of depreciation and amortization expense, including the amortization of
deferred financing fees, of such Person and its Restricted Subsidiaries for such period on a
consolidated basis and otherwise determined in accordance with GAAP.



     “Consolidated Interest Expense” means, with respect to any Person for any period, (a) the sum,
without duplication, of: (1) consolidated interest expense of such Person and its Restricted
Subsidiaries for such period (including amortization of original issue discount, the interest
component of Capitalized Lease Obligations and net payments (if any) pursuant to interest rate
Hedging Obligations, but excluding amortization of deferred financing fees, expensing of any bridge
or other financing fees and expenses and (2) consolidated capitalized interest of such Person and
its Restricted Subsidiaries for such period, whether paid or accrued (including, without
limitation, Securitization Fees), less (b) interest income of such Person and its Restricted
Subsidiaries (other than cash interest income of the Captive Insurance Subsidiaries) for such
period.



     “Consolidated Net Income” means, with respect to any Person for any period, the aggregate of
the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated
basis, and otherwise determined in accordance with GAAP; provided that




     (1) any net after-tax extraordinary, unusual or nonrecurring gains or losses (less all
fees and expenses relating thereto) or income or expense or charge (including, without
limitation, severance, relocation and other restructuring costs) including, without
limitation, any severance expense, and fees, expenses or charges related to any offering of
Equity Interests of such Person, any Investment, acquisition or Indebtedness permitted to be
incurred hereunder (in each case, whether or not successful), including all fees, expenses,
charges and change in control payments related to the Acquisitions or the offerings, in each
case shall be excluded;



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     (2) the Net Income for such period shall not include the cumulative effect of a change
in accounting principles during such period;




     (3) any net after-tax income or loss from discontinued operations and any net after-tax
gain or loss on disposal of discontinued operations shall be excluded;




     (4) any net after-tax gains or losses (less all fees and expenses or charges relating
thereto) attributable to business dispositions or asset dispositions other than in the
ordinary course of business (as determined in good faith by the Board of Directors of
Vanguard) shall be excluded;




     (5) any net after-tax income or loss (less all fees and expenses or charges relating
thereto) attributable to the early extinguishment of indebtedness shall be excluded;




     (6) [Reserved];




     (7) (A) the Net Income for such period of any Person that is not a Subsidiary, or that
is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting,
shall be included only to the extent of the amount of dividends or distributions or other
payments in respect of equity that are actually paid in cash (or to the extent converted
into cash) by the referent Person to Vanguard or a Restricted Subsidiary thereof in respect
of such period and (B) without duplication, the Net Income for such period shall include any
dividend, distribution or other payments in respect of equity paid in cash by such Person to
Vanguard or a Restricted Subsidiary thereof in excess of the amounts included in clause (A);




     (8) any increase in amortization or depreciation or any one-time non-cash charges
resulting from purchase accounting in connection with any acquisition that is consummated
after January 29, 2010 shall be excluded;




     (9) any non-cash impairment charges resulting from the application of U.S. GAAP and the
amortization of intangibles pursuant to U.S. GAAP shall be excluded;




     (10) any non-cash compensation expense realized from grants of stock appreciation or
similar rights, stock options or other rights to officers, directors and employees of such
Person or any of its Restricted Subsidiaries shall be excluded;




     (11) any net unrealized gain or loss (after any offset) resulting in such period from
Hedging Obligations and the application of U.S. GAAP shall be excluded; and




     (12) solely for the purpose of determining the amount available for Restricted Payments
under Section 4.05(a)(4)(C)(i) hereof, the Net Income for such period of any Restricted
Subsidiary (other than a Guarantor) shall be excluded if the declaration or payment of
dividends or similar distributions by that Restricted Subsidiary of its Net Income is not at
the date of determination permitted without any prior governmental approval (which has not
been obtained) or, directly or indirectly, by the operation of the terms of its charter or
any agreement, instrument, judgment, decree, order, statute, rule, or governmental
regulation applicable to that Restricted Subsidiary or its stockholders (other than as
permitted pursuant to Section 4.06 hereof), unless such restriction with respect to the
payment of dividends or in similar distributions has been legally waived; provided that
Consolidated Net Income of such Person shall be increased by the amount of dividends or
distributions or other payments that are actually paid in cash (or to the extent converted
into cash) by such Person to Vanguard or any Restricted Subsidiary thereof in respect of
such period, to the extent not already included therein.



     In addition, to the extent not already included in the Consolidated Net Income of such Person
and its Restricted Subsidiaries, notwithstanding anything to the contrary in the foregoing,
Consolidated Net Income shall include the amount of proceeds received from business interruption
insurance and reimbursements of any expenses and charges that are covered by indemnification or
other reimbursement provisions in connection with any Permitted Investment or any sale, conveyance,
transfer or other disposition of assets permitted under this Indenture.



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     Notwithstanding the foregoing, for the purpose of Section 4.05(a)(4)(C) only (other than
clause (iv)), there shall be excluded from Consolidated Net Income any income arising from any sale
or other disposition of Restricted Investments made by Vanguard and the Restricted Subsidiaries,
any repurchases and redemptions of Restricted Investments by Vanguard and the Restricted
Subsidiaries, any repayments of loans and advances which constitute Restricted Investments by
Vanguard and any Restricted Subsidiary, any sale of the stock of an Unrestricted Subsidiary or any
distribution or dividend from an Unrestricted Subsidiary, in each case only to the extent such
amounts increase the amount of Restricted Payments permitted under Section 4.05(a)(4)(C)(iv)
hereof.



     “Consolidated Senior Secured Debt Ratio” as of any date of determination means the ratio of
(1) Consolidated Total Indebtedness of Vanguard and its Restricted Subsidiaries that is secured by
a Lien as of the end of the most recent fiscal period for which internal financial statements are
available immediately preceding the date on which such event for which such calculation is being
made shall occur, less the Unrestricted Cash of Vanguard and its Restricted Subsidiaries at such
date to (2) EBITDA of Vanguard and its Restricted Subsidiaries for the most recently ended four
full fiscal quarters for which internal financial statements are available immediately preceding
the date on which such event for which such calculation is being made shall occur, in each case
with such pro forma adjustments to Consolidated Total Indebtedness and EBITDA as are appropriate
and consistent with the pro forma adjustment provisions set forth in the definition of “Fixed
Charge Coverage Ratio.”



     “Consolidated Total Indebtedness” means, as of any date of determination, the aggregate
principal amount of Indebtedness of Vanguard and its Restricted Subsidiaries outstanding on such
date, determined on a consolidated basis, to the extent required to be recorded on a balance sheet
in accordance with GAAP, consisting of Indebtedness for borrowed money, Capitalized Lease
Obligations and debt obligations evidenced by promissory notes or similar instruments.



     “Contingent Obligations” means, with respect to any Person, any obligation of such Person
guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness
(“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly
or indirectly, including, without limitation, any obligation of such Person, whether or not
contingent, (a) to purchase any such primary obligation or any property constituting direct or
indirect security therefor, (b) to advance or supply funds (1) for the purchase or payment of any
such primary obligation or (2) to maintain working capital or equity capital of the primary obligor
or otherwise to maintain the net worth or solvency of the primary obligor, or (c) to purchase
property, securities or services primarily for the purpose of assuring the owner of any such
primary obligation of the ability of the primary obligor to make payment of such primary obligation
against loss in respect thereof.



     “Contribution Indebtedness” means Indebtedness of the Issuer or any Restricted Subsidiary in
an aggregate principal amount not greater than twice the aggregate amount of cash contributions
(other than Excluded Contributions) made to the capital of the Issuer after January 29, 2010;
provided that:




     (1) if the aggregate principal amount of such Contribution Indebtedness is greater than
the aggregate amount of such cash contributions to the capital of the Issuer, the amount in
excess shall be Indebtedness (other than secured Indebtedness) with a Stated Maturity later
than the Stated Maturity of the Notes, and




     (2) such Contribution Indebtedness (A) is Incurred within 180 days after the making of
such cash contribution and (B) is so designated as Contribution Indebtedness pursuant to an
Officers’ Certificate on the incurrence date thereof.



     “Corporate Trust Office of the Trustee” shall be at the address of the Trustee specified in
Section 12.02 hereof or such other address as to which the Trustee may give notice to the Issuer.



     “Credit Agreement” means that certain Credit Agreement, dated as of January 29, 2010, among
VHS Holdco II, VHS Holdco I, the Lenders party thereto, Bank of America, N.A., as administrative
agent, Barclays Bank PLC, as syndication agent, the other agents named therein, and Banc of America
Securities LLC and Barclays Capital, as joint lead arrangers and book runners, together with all
agreements, notes, instruments and documents executed or delivered pursuant thereto and in
connection therewith, including, without limitation, all mortgages, other



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security documents and guaranties, in each case as amended (including any amendment and
restatement), supplemented, extended, renewed, replaced (by one or more credit facilities, debt
instruments, indentures and/or related documentation) or otherwise modified from time to time,
including, without limitation, any agreement increasing the amount of, extending the maturity of or
refinancing in whole or in part (including, but not limited to, by the inclusion of additional or
different lenders or financial institutions thereunder or additional borrowers or guarantors
thereof) all or any portion of the Indebtedness under such agreement or any successor agreement or
agreements and whether by the same or any other agent, lender or group of lenders or other
financial institutions.




     “Credit Facilities” means, with respect to the Issuer or any of its Restricted Subsidiaries,
one or more debt facilities, including the Credit Agreement, or other financing arrangements
(including, without limitation, commercial paper facilities or indentures) providing for revolving
credit loans, term loans, letters of credit or other long-term indebtedness, including any notes,
mortgages, guarantees, collateral documents, instruments and agreements executed in connection
therewith, and any amendments, supplements, modifications, extensions, renewals, restatements or
refundings thereof and any indentures or credit facilities or commercial paper facilities that
replace, refund or refinance any part of the loans, notes, other credit facilities or commitments
thereunder, including any such replacement, refunding or refinancing facility or indenture that
increases the amount permitted to be borrowed thereunder or alters the maturity thereof (provided
that such increase in borrowings is permitted under Section 4.07 hereof) or adds Restricted
Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other
agent, lender or group of lenders.



     “Custodian” means the Trustee, as custodian for DTC with respect to the Notes in global form,
or any successor entity thereto.



     “Default” means any event that is, or with the passage of time or the giving of notice or both
would be, an Event of Default.



     “Definitive Note” means a certificated Note registered in the name of the Holder thereof and
issued in accordance with Section 2.06 hereof, substantially in the form of Exhibit Al hereto
except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of
Exchanges of Interests in the Global Note” attached thereto.



     “Depositary” means, with respect to the Notes issuable or issued in whole or in part in global
form, the Person specified in Section 2.03 hereof as the Depositary with respect to the Notes, and
any and all successors thereto appointed as depositary hereunder and having become such pursuant to
the applicable provision of this Indenture.



     “Designated Non-cash Consideration” means the fair market value of non-cash consideration
received by Vanguard or one of its Restricted Subsidiaries in connection with an Asset Sale that is
so designated as Designated Non-cash Consideration pursuant to an Officers’ Certificate setting
forth the basis of such valuation, less the amount of cash or Cash Equivalents received in
connection with a subsequent sale of such Designated Non-cash Consideration.



     “Designated Preferred Stock” means Preferred Stock of the Issuer or any direct or indirect
parent company of the Issuer (other than Disqualified Stock), that is issued for cash (other than
to the Issuer or any of its Subsidiaries or an employee stock ownership plan or trust established
by the Issuer or any of its Subsidiaries) and is so designated as Designated Preferred Stock,
pursuant to an Officers’ Certificate, on the issuance date thereof, the cash proceeds of which are
excluded from the calculation set forth in Section 4.05(a)(4)(C) hereof.



     “Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person
which, by its terms (or by the terms of any security into which it is convertible or for which it
is putable or exchangeable), or upon the happening of any event, matures or is mandatorily
redeemable (other than as a result of a Change of Control or Asset Sale), pursuant to a sinking
fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than as a
result of a Change of Control or Asset Sale), in whole or in part, in each case prior to the date
91 days after the earlier of the final scheduled maturity date of the Notes or the date the Notes
are no longer outstanding; provided (x) that if such Capital Stock is issued to any plan for the
benefit of employees of the Issuer or its Subsidiaries or by any such plan to such employees, such
Capital Stock shall not constitute Disqualified Stock solely



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because it may be required to be repurchased by either the Issuer or its Subsidiaries in order
to satisfy applicable statutory or regulatory obligations and (y) any Capital Stock that would
constitute Disqualified Stock solely because the holders of the Capital Stock have the right to
require the Issuer or the Subsidiary that issued such Capital Stock to repurchase such Capital
Stock upon the occurrence of a Change of Control or an Asset Sale, shall not constitute
Disqualified Stock.




     “DTC” has the meaning given to it in Section 2.03 of this Indenture.



     “EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such
Person for such period (a) plus, without duplication, and in each case to the extent deducted in
calculating Consolidated Net Income for such period:




     (1) provision for taxes based on income, profits or capital of such Person for such
period, including, without limitation, state, franchise and similar taxes, plus




     (2) Consolidated Interest Expense of such Person for such period, plus




     (3) Consolidated Depreciation and Amortization Expense of such Person for such period,
plus




     (4) any reasonable expenses or charges related to the Acquisitions, the offerings, any
Equity Offering, Permitted Investment, acquisition, recapitalization or Indebtedness
(including the Notes) permitted to be incurred under this Indenture (including a refinancing
thereof) (whether or not successful), plus




     (5) the amount of any restructuring charges (which, for the avoidance of doubt, shall
include retention, severance, systems establishment cost or excess pension charges), plus




     (6) the non-controlling interest expense consisting of subsidiary income attributable
to minority equity interests of third parties in any non-Wholly-Owned Subsidiary in such
period or any prior period, except to the extent of dividends declared or paid on Equity
Interests held by third parties, plus




     (7) the non-cash portion of “straight-line” rent expense, plus




     (8) the amount of any expense to the extent a corresponding amount is received in cash
by Vanguard and its Restricted Subsidiaries from a Person other than Vanguard or any
Subsidiary of Vanguard under any agreement providing for reimbursement of any such expense;
provided such reimbursement payment has not been included in determining Consolidated Net
Income or EBITDA (it being understood that if the amounts received in cash under any such
agreement in any period exceed the amount of expense in respect of such period, such excess
amounts received may be carried forward and applied against expense in future periods), plus




     (9) the amount of management, consulting, monitoring and advisory fees and related
expenses paid to the Sponsors or any other Permitted Holder (or any accruals related to such
fees and related expenses) during such period; provided that such amount shall not exceed in
any four quarter period the greater of (A) $6.0 million and (B) 2.0% of EBITDA of VHS Holdco
II and its Restricted Subsidiaries for each period, plus




     (10) without duplication, any other non-cash charges (including any impairment charges
and the impact of purchase accounting, including, but not limited to, the amortization of
inventory step-up) (excluding any such charge that represents an accrual or reserve for a
cash expenditure for a future period), plus




     (11) any net losses resulting from Hedging Obligations entered into in the ordinary
course of business;



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and (b) less the sum of, without duplication, (1) non-cash items increasing Consolidated Net Income
for such period (excluding any items which represent the reversal of any accrual of, or cash
reserve for, anticipated cash charges or asset valuation adjustments made in any prior period); (2)
the non-controlling interest income consisting of subsidiary losses attributable to the
non-controlling equity interests of third parties in any non-Wholly-Owned Subsidiary, (3) the cash
portion of “straight-line” rent expense which exceeds the amount expensed in respect of such rent
expense and (4) any net gains resulting from Hedging Obligations entered into in the ordinary
course of business relating to intercompany loans, to the extent that the notional amount of the
related Hedging Obligation does not exceed the principal amount of the related intercompany loan.




     “Equity Interests” means Capital Stock and all warrants, options or other rights to acquire
Capital Stock (but excluding any debt security that is convertible into, or exchangeable for,
Capital Stock).



     “Equity Offering” means any public or private sale of common stock or Preferred Stock of the
Issuer or any of its direct or indirect parent corporations (excluding Disqualified Stock), other
than (a) public offerings with respect to common stock of the Issuer or of any direct or indirect
parent corporation of the Issuer registered on Form S-8 (or any successor form that provides for
registration of securities offered to employees of the registrant) and (b) any such public or
private sale that constitutes an Excluded Contribution.



     “Euroclear” means Euroclear Bank, S.A.N.V., as operator of the Euroclear system.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the Commission promulgated thereunder.



     “Exchange Notes” means the Notes issued in the Registered Exchange Offer pursuant to Section
2.06(f) hereof.



     “Exchange Offer Registration Statement” has the meaning set forth in the Registration Rights
Agreement.



     “Excluded Contribution” means net cash proceeds, marketable securities or Qualified Proceeds,
in each case received after January 29, 2010 by Vanguard and its Restricted Subsidiaries from:




     (1) contributions to its common equity capital; and




     (2) the sale (other than to a Subsidiary of Vanguard or to any management equity plan
or stock option plan or any other management or employee benefit plan or agreement of
Vanguard or any Subsidiary of Vanguard) of Capital Stock (other than Disqualified Stock),


in each case designated as Excluded Contributions pursuant to an Officers’ Certificate on the date
such capital contributions are made or the date such Equity Interests are sold, as the case may be,
which are excluded from the calculation set forth in Section 4.05(a)(4)(C) hereof.




     “Existing Indebtedness” means Indebtedness of Vanguard and its Subsidiaries in existence on
the Issue Date.



     “Existing Indenture” means the indenture dated as of January 29, 2010, as supplemented, among
VHS Holdco II, Vanguard Holding Company II, Inc., the guarantors named therein and U.S. Bank
National Association, as trustee.



     “Existing VHS Holdco II Notes” means the 8% Senior Notes due 2018 issued by VHS HoldCo II and
Vanguard Holding Company II, Inc. pursuant to the Existing Indenture.



     “Fixed Charge Coverage Ratio” means, with respect to any Person for any period consisting of
such Person’s and its Restricted Subsidiaries’ most recently ended four fiscal quarters for which
internal financial statements are available, the ratio of EBITDA of such Person for such period to
the Fixed Charges of such Person for such period. In the event that Vanguard or any Restricted
Subsidiary incurs, assumes, guarantees or repays any Indebtedness



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or issues or repays Disqualified Stock or Preferred Stock subsequent to the commencement
of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to the event
for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then
the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence,
assumption, guarantee or repayment of Indebtedness, or such issuance or redemption of Disqualified
Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable
four-quarter period. For purposes of making the computation referred to above, Investments,
acquisitions, dispositions, mergers or consolidations (as determined in accordance with GAAP) that
have been made by Vanguard or any Restricted Subsidiary during the four-quarter reference period or
subsequent to such reference period and on or prior to or simultaneously with the Calculation Date
shall be calculated on a pro forma basis assuming that all such Investments, acquisitions,
dispositions, mergers, consolidations (and the change in any associated fixed charge obligations
and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter
reference period. If since the beginning of such period any Person (that subsequently became a
Restricted Subsidiary or was merged with or into Vanguard or any Restricted Subsidiary since the
beginning of such period) shall have made any Investment, acquisition (including the Acquisitions),
disposition, merger, consolidation that would have required adjustment pursuant to this definition,
then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such
period as if such Investment, acquisition (including the Acquisitions), disposition, merger or
consolidation had occurred at the beginning of the applicable four-quarter period. For purposes of
this definition, whenever pro forma effect is to be given to an acquisition (including the
Acquisitions) or other Investment and the amount of income or earnings relating thereto, the pro
forma calculations shall be determined in good faith by a responsible financial or accounting
Officer of Vanguard and such pro forma calculations may include operating expense reductions for
such period resulting from the acquisition which is being given pro forma effect that have been
realized or for which the steps necessary for realization have been taken or are reasonably
expected to be taken within six months following any such acquisition, including, but not limited
to, the execution or termination of any contracts, the termination of any personnel or the closing
(or approval by the Board of Directors of Vanguard of any closing) of any facility, as applicable;
provided that, in either case, such adjustments are set forth in an Officers’ Certificate signed by
the chief financial officer of Vanguard and another Officer which states (a) the amount of such
adjustment or adjustments, (b) that such adjustment or adjustments are based on the reasonable good
faith beliefs of the Officers executing such Officers’ Certificate at the time of such execution
and (c) that any related incurrence of Indebtedness is permitted pursuant to this Indenture. If
any Indebtedness bears a floating rate of interest and is being given pro forma effect, the
interest on such Indebtedness shall be calculated as if the rate in effect on the Calculation Date
had been the applicable rate for the entire period (taking into account any Hedging Obligations
applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to
accrue at an interest rate reasonably determined by a responsible financial or accounting officer
of Vanguard to be the rate of interest implicit in such Capitalized Lease Obligation in accordance
with GAAP. For purposes of making the computation referred to above, interest on
any Indebtedness
under a revolving credit facility computed on a pro forma basis shall be computed based upon the
average daily balance of such Indebtedness during the applicable period. Interest on Indebtedness
that may optionally be determined at an interest rate based upon a factor of a prime or similar
rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon
the rate actually chosen, or, if none, then based upon such optional rate chosen as Vanguard may
designate.




     “Fixed Charges” means, with respect to any Person for any period, the sum of, without
duplication, (a) Consolidated Interest Expense of such Person for such period, (b) all cash
dividends paid, accrued and/or scheduled to be paid or accrued during such period (excluding items
eliminated in consolidation) on any series of Preferred Stock of such Person and (c) all cash
dividends paid, accrued and/or scheduled to be paid or accrued during such period (excluding items
eliminated in consolidation) of any series of Disqualified Stock.



     “Foreign Subsidiary” means any Subsidiary of Vanguard that is an entity which is a controlled
foreign corporation under Section 957 of the Internal Revenue Code.



     “GAAP” means generally accepted accounting principles in the United States in effect on
January 29, 2010. For purposes of this Indenture, the term “consolidated” with respect to any
Person means such Person consolidated with its Restricted Subsidiaries and does not include any
Unrestricted Subsidiary.



     “Global Note Legend” means the legend set forth in Section 2.06(g)(2) hereof, which is
required to be placed on all Global Notes issued under this Indenture.



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     “Global Notes” means, individually and collectively, each of the Restricted Global Notes and
the Unrestricted Global Notes deposited with or on behalf of and registered in the name of the
Depository or its nominee, substantially in the form of Exhibit Al hereto and that bears the Global
Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached
thereto, issued in accordance with Section 2.01, 2.06(b)(3), 2.06(b)(4), 2.06(d)(1), 2.06(d)(2) or
2.06(f) hereof.



     “Government Securities” means securities that are




     (1) direct obligations of the United States of America for the timely payment of which
its full faith and credit is pledged or




     (2) obligations of a Person controlled or supervised by and acting as an agency or
instrumentality of the United States of America the timely payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United States of
America,


which, in either case, are not callable or redeemable at the option of the issuers thereof, and
shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the
Securities Act), as custodian with respect to any such Government Securities or a specific payment
of principal of or interest on any such Government Securities held by such custodian for the
account of the holder of such depository receipt; provided that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to the holder of such
depository receipt from any amount received by the custodian in respect of the Government
Securities or the specific payment of principal of or interest on the Government Securities
evidenced by such depository receipt.




     “guarantee” means a guarantee other than by endorsement of negotiable instruments for
collection in the ordinary course of business, direct or indirect, in any manner, including,
without limitation, through letters of credit or reimbursement agreements in respect thereof, of
all or any part of any Indebtedness or other obligations.



     “Guarantee” means any guarantee by any Guarantor of Vanguard’s obligations under this
Indenture and the Notes, executed pursuant to the provisions of this Indenture. When used as a
verb, “Guarantee” shall have a corresponding meaning.



     “Guarantor” means any Person, that in the future incurs a Guarantee of the Notes pursuant to
Section 4.14 hereof; provided that upon the release and discharge of such Person from its Guarantee
in accordance with this Indenture, such Person shall cease to be a Guarantor. For the avoidance of
doubt, no Guarantors exist as of the Issue Date.



     “Hedging Obligations” means, with respect to any Person, the obligations of such Person under:




     (1) currency exchange, interest rate or commodity swap agreements, currency exchange,
interest rate or commodity cap agreements and currency exchange, interest rate or commodity
collar agreements; and




     (2) other agreements or arrangements designed to protect such Person against
fluctuations in currency exchange, interest rates or commodity prices.



     “Holder” means a Person in whose name a Note is registered on the Registrar’s books.



     “IAI Global Note” means a Global Note substantially in the form of Exhibit Al hereto bearing
the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and
registered in the name of the Depositary or its nominee that shall be issued in a denomination
equal to the outstanding principal amount of the Notes sold to Institutional Accredited Investors.



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     “Indebtedness” means, with respect to any Person,




     (a) any indebtedness (including principal and premium) of such Person, whether or not
contingent,




     (1) in respect of borrowed money,




     (2) evidenced by bonds, notes, debentures or similar instruments or letters of
credit (or, without double counting, reimbursement agreements in respect thereof),




     (3) representing the balance deferred and unpaid of the purchase price of any
property (including Capitalized Lease Obligations), except (A) any such balance that
constitutes a trade payable or similar obligation to a trade creditor, in each case
accrued in the ordinary course of business and (B) reimbursement obligations in
respect of trade letters of credit obtained in the ordinary course of business with
expiration dates not in excess of 365 days from the date of issuance (i) to the
extent undrawn or (ii) if drawn, to the extent repaid in full within 20 Business
Days of any such drawing, or




     (4) representing any Hedging Obligations,




if and to the extent that any of the foregoing Indebtedness (other than letters of credit
and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the
footnotes thereto) of such Person prepared in accordance with GAAP;




     (b) Disqualified Stock of such Person;




     (c) to the extent not otherwise included, any obligation by such Person to be liable
for, or to pay, as obligor, guarantor or otherwise, on the Indebtedness of another Person
(other than by endorsement of negotiable instruments for collection in the ordinary course
of business);




     (d) to the extent not otherwise included, Indebtedness of another Person secured by a
Lien on any asset owned by such Person (whether or not such Indebtedness is assumed by such
Person); and




     (e) to the extent not otherwise included, the amount then outstanding (i.e., advanced,
and received by, and available for use by, Vanguard or any of its Restricted Subsidiaries)
under any Securitization Financing (as set forth in the books and records of Vanguard or any
Restricted Subsidiary and confirmed by the agent, trustee or other representative of the
institution or group providing such Securitization Financing);


provided that Contingent Obligations incurred in the ordinary course of business and not in respect
of borrowed money and any obligations under or in respect of operating leases shall be deemed not
to constitute Indebtedness.




     “Indenture” means this Indenture, as amended or supplemented from time to time.



     “Independent Financial Advisor” means an accounting, appraisal or investment banking firm or
consultant to Persons engaged in a Permitted Business of nationally recognized standing that is, in
the good faith judgment of Vanguard, qualified to perform the task for which it has been engaged.



     “Indirect Participant” means a Person who holds a beneficial interest in a Global Note through
a Participant.



     “Initial Purchasers” means Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays
Capital Inc., Citigroup Global Markets Inc., Deutsche Bank Securities, Inc., Goldman, Sachs & Co.
and Morgan Stanley & Co. Incorporated.



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     “Initial Notes” has the meaning assigned to it in the preamble to this Indenture.



     “Institutional Accredited Investor” means an institution that is an “accredited investor” as
defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, who are not also QIBS.



     “Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by
Moody’s and BBB- (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency.



     “Investment Grade Securities” means:




     (1) securities issued by the U.S. government or by any agency or instrumentality
thereof and directly and fully guaranteed or insured by the U.S. government (other than Cash
Equivalents) and in each case with maturities not exceeding two years from the date of
acquisition,




     (2) investments in any fund that invests exclusively in investments of the type
described in clause (1) which fund may also hold immaterial amounts of cash pending
investment and/or distribution, and




     (3) corresponding instruments in countries other than the United States customarily
utilized for high quality investments and in each case with maturities not exceeding two
years from the date of acquisition.



     “Investments” means, with respect to any Person, all direct or indirect investments by such
Person in other Persons (including Affiliates) in the forms of loans (including guarantees or other
obligations), advances or capital contributions (excluding accounts receivable, trade credit,
advances to customers or suppliers, commission, travel and similar advances to officers and
employees, and, to the extent recorded in conformity with GAAP on the balance sheet of Vanguard as
accounts receivable, prepaid expenses or deposits, endorsements for collections or deposits, in
each case to the extent arising in the ordinary course of business), purchases or other
acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any
other Person and investments that are required by GAAP to be classified on the balance sheet
(excluding the footnotes) of such Person in the same manner as the other investments included in
this definition to the extent such transactions involve the transfer of cash or other property. If
Vanguard or any Subsidiary of Vanguard sells or otherwise disposes of any Equity Interests of any
direct or indirect Subsidiary of Vanguard such that, after giving effect to any such sale or
disposition, such Person is no longer a Subsidiary of Vanguard, Vanguard shall be deemed to have
made an Investment on the date of any such sale or disposition equal to the fair market value of
the Equity Interests of such Subsidiary not sold or disposed of in an amount determined as provided
in Section 4.05(c) hereof.



     For purposes of the definition of “Unrestricted Subsidiary” and Section 4.05 hereof, (a)
“Investments” shall include the portion (proportionate to Vanguard’s equity interest in such
Subsidiary) of the fair market value of the net assets of a Subsidiary of Vanguard at the time that
such Subsidiary is designated an Unrestricted Subsidiary; provided that upon a redesignation of
such Subsidiary as a Restricted Subsidiary, Vanguard shall be deemed to continue to have a
permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to (1)
Vanguard’s “Investment” in such Subsidiary at the time of such redesignation less (2) the portion
(proportionate to Vanguard’s equity interest in such Subsidiary) of the fair market value of the
net assets of such Subsidiary at the time of such redesignation; (b) any property transferred to or
from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such
transfer, in each case as determined in good faith by Vanguard; and (c) any transfer of Capital
Stock that results in an entity which became a Restricted Subsidiary after January 29, 2010 ceasing
to be a Restricted Subsidiary shall be deemed to be an Investment in an amount equal to the fair
market value (as determined by the Board of Directors of Vanguard in good faith as of the date of
initial acquisition) of the Capital Stock of such entity owned by Vanguard and the Restricted
Subsidiaries immediately after such transfer.



     “Issue Date” means January 26, 2011, the date on which the Notes are originally issued.



     “Issuer” means Vanguard Health Systems, Inc., a Delaware corporation, and any and all
successors thereto.



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     “Letter of Transmittal” means the letter of transmittal to be prepared by the Issuer and sent
to all Holders of the Notes for use by such Holders in connection with the Registered Exchange
Offer.



     “Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, hypothecation,
pledge, encumbrance, charge or security interest in or on such asset, (b) the interest of a vendor
or a lessor under any conditional sale agreement, capital lease or title retention agreement (or
any financing lease having substantially the same economic effect as any of the foregoing) relating
to such asset and (c) in the case of securities (other than securities representing an interest in
a joint venture that is not a Subsidiary), any purchase option, call or similar right of a third
party with respect to such securities.



     “LLC Agreement” means the LLC Agreement among certain of the Sponsors and VHS Holdings LLC.



     “Management Group” means the group consisting of the directors, executive officers and other
management personnel of Vanguard, VHS Holdco I and VHS Holdco II, as the case may be, on January
29, 2010 together with (1) any new directors whose election by such boards of directors or whose
nomination for election by the shareholders of Vanguard, VHS Holdco I or VHS Holdco II, as the case
may be, was approved by a vote of a majority of the directors of Vanguard, VHS Holdco I or VHS
Holdco II, as the case may be, then still in office who were either directors on January 29, 2010
or whose election or nomination was previously so approved and (2) executive officers and other
management personnel of Vanguard, VHS Holdco I or VHS Holdco II, as the case may be, hired at a
time when the directors on January 29, 2010 together with the directors so approved constituted a
majority of the directors of Vanguard, VHS Holdco I or VHS Holdco II, as the case may be.



     “Moody’s” means Moody’s Investors Service, Inc.



     “Net Income” means, with respect to any Person, the net income (loss) of such Person,
determined in accordance with GAAP (excluding the portion of such net income attributable to
non-controlling interests of Subsidiaries) and before any reduction in respect of Preferred Stock
dividends or accretion of any Preferred Stock.



     “Net Proceeds” means the aggregate cash proceeds received by Vanguard or any Restricted
Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received in
respect of or upon the sale or other disposition of any Designated Non-cash Consideration received
in any Asset Sale and any cash payments received by way of deferred payment of principal pursuant
to a note or installment receivable or otherwise, but only as and when received, but excluding the
assumption by the acquiring Person of Indebtedness relating to the disposed assets or other
consideration received in any other non-cash form), net of the direct costs relating to such Asset
Sale and the sale or disposition of such Designated Non-cash Consideration (including, without
limitation, legal, accounting and investment banking fees, and brokerage and sales commissions),
and any relocation expenses Incurred as a result thereof, taxes paid or payable as a result thereof
(after taking into account any available tax credits or deductions and any tax sharing arrangements
related thereto), payments required to be made to holders of non-controlling interests in
Restricted Subsidiaries as a result of such Asset Sale, amounts required to be applied to the
repayment of principal, premium (if any) and interest on Indebtedness required (other than pursuant
to Section 4.08(b) hereof to be paid as a result of such transaction, and any deduction of
appropriate amounts to be provided by Vanguard as a reserve in accordance with GAAP against any
liabilities associated with the asset disposed of in such transaction and retained by Vanguard
after such sale or other disposition thereof, including, without limitation, pension and other
post-employment benefit liabilities and liabilities related to environmental matters or against any
indemnification obligations associated with such transaction; provided that any net proceeds of an
Asset Sale by a non-guarantor Subsidiary that are subject to restrictions on repatriation to
Vanguard shall not be considered Net Proceeds for so long as such proceeds are subject to such
restrictions.



     “Notes” has the meaning assigned to it in the preamble to this Indenture. The Initial Notes,
any Additional Notes and any Exchange Notes shall be treated as a single class for all purposes
under this Indenture, and unless the context otherwise requires, all references to the Notes shall
include the Initial Notes, any Additional Notes and any Exchange Notes.



     “Obligations” means any principal, interest, penalties, fees, expenses, indemnifications,
reimbursements (including, without limitation, reimbursement obligations with respect to letters of
credit), damages and other liabilities,



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 and guarantees of payment of such principal, interest, penalties, fees, expenses,
indemnifications, reimbursements, damages and other liabilities, payable under the documentation
governing any Indebtedness.




     “Offering Memorandum” means that certain offering memorandum dated January 21, 2011, relating
to the initial offering of the Notes.



     “offerings” means the offering of the Notes and the Senior Notes pursuant to the Offering
Memorandum.



     “Officer” means the Chairman of the Board, the Vice Chairman (if any), the Chief Executive
Officer, the President, any Executive Vice President, Senior Vice President or Vice President, the
Treasurer or the Secretary of the Issuer.



     “Officers’ Certificate” means a certificate signed on behalf of the Issuer by two Officers of
the Issuer, one of whom is the principal executive officer, the principal financial officer, the
treasurer or the principal accounting officer of the Issuer, that meets the requirements of Section
12.05 hereof.



     “Opinion of Counsel” means an opinion from legal counsel that meets the requirements of
Section 12.05 hereof. The counsel may be an employee of or counsel to the Issuer or any Subsidiary
of the Issuer.



     “Pari Passu Indebtedness” means any Indebtedness of the Issuer that ranks pari passu in right
of payment with the Notes or any Guarantee, as applicable.



     “Participant” means, with respect to the Depositary, Euroclear, a Person who has an account
with the Depositary, Euroclear or Clearstream, respectively (and, with respect to DTC, shall
include Euroclear or Clearstream).



     “Permitted Business” means any business in the healthcare industry, including, without
limitation, the business of owning and operating acute care hospitals and other related healthcare
services and any services and any captive insurance company, activities or businesses incidental or
directly related or reasonably similar thereto and any line of business engaged in by the Issuer or
any of its direct or indirect Subsidiaries on January 29, 2010 or any business activity that is a
reasonable extension, development or expansion thereof or ancillary thereto.



     “Permitted Debt” is defined in Section 4.07 hereof.



     “Permitted Holders” means, at any time, each of (a) the Sponsors and their Affiliates (not
including, however, any portfolio companies of any of the Sponsors), (b) one or more of the
executive officers of Vanguard as of January 29, 2010 as listed in the Offering Memorandum related
to the Existing VHS Holdco II Notes under the caption “Management” (excluding any representatives
of the Sponsors and their Affiliates) and (c) the Management Group, excluding those persons
included in clause (b) hereof, with respect to not more than 5.0% of the total voting power of the
Equity Interests of Vanguard or any direct or indirect parent company of Vanguard. Any person or
group whose acquisition of beneficial ownership constitutes a Change of Control in respect of which
a Change of Control Offer is made in accordance with the requirements of this Indenture shall
thereafter, together with its Affiliates, constitute an additional Permitted Holder.



     “Permitted Investments” means




     (1) any Investment by Vanguard in any Restricted Subsidiary or by a Restricted
Subsidiary in another Restricted Subsidiary;




     (2) any Investment in cash and Cash Equivalents or Investment Grade Securities;




     (3) any Investment by Vanguard or any Restricted Subsidiary in a Person that is engaged
in a Permitted Business if as a result of such Investment (A) such Person becomes a
Restricted Subsidiary or (B) such Person, in one transaction or a series of related
transactions, is merged, consolidated or amalgamated with or into, or transfers or conveys
substantially all of its assets to, or is liquidated into, Vanguard or a Restricted
Subsidiary;



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     (4) any Investment in securities or other assets not constituting cash or Cash
Equivalents and received in connection with an Asset Sale made pursuant to the provisions
described in Section 4.08 hereof or any other disposition of assets not constituting an
Asset Sale;




     (5) any Investment existing on January 29, 2010 or made pursuant to binding commitments
in effect on January 29, 2010 or an Investment consisting of any extension, modification or
renewal of any Investment existing on January 29, 2010 (excluding any such extension,
modification or renewal involving additional advances, contributions or other investments of
cash or property or other increases thereof unless it is a result of the accrual or
accretion of interest or original issue discount or payment-in-kind pursuant to the terms,
as of January 29, 2010, of the original Investment so extended, modified or renewed);




     (6) (A) loans and advances to officers, directors and employees, not in excess of $10.0
million in the aggregate outstanding at any one time and (B) loans and advances of payroll
payments and expenses to officers, directors and employees in each case incurred in the
ordinary course of business;




     (7) any Investment acquired by Vanguard or any Restricted Subsidiary (A) in exchange
for any other Investment or accounts receivable held by Vanguard or any such Restricted
Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or
recapitalization of the issuer of such other Investment or accounts receivable or (B) in
satisfaction of a judgment or as a result of a foreclosure by Vanguard or any Restricted
Subsidiary with respect to any secured Investment or other transfer of title with respect to
any secured Investment in default;




     (8) Hedging Obligations permitted under clause (10) of the definition of “Permitted
Debt”;




     (9) any Investment by Vanguard or a Restricted Subsidiary since January 29, 2010 in a
Permitted Business having an aggregate fair market value, taken together with all other
Investments made pursuant to this clause (9) that are at that time outstanding (without
giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such
sale do not consist of cash and/or marketable securities), not to exceed the greater of (x)
$90.0 million and (y) 3.0% of Total Assets (with the fair market value of each Investment
being measured at the time made and without giving effect to subsequent changes in value);
provided that if any Investment pursuant to this clause (9) is made in any Person that is
not a Restricted Subsidiary at the date of the making of such Investment and such Person
becomes a Restricted Subsidiary after such date, such Investment shall thereafter be deemed
to have been made pursuant to clause (1) above and shall cease to have been made pursuant to
this clause (9) for so long as such Person continues to be a Restricted Subsidiary;




     (10) Investments resulting from the receipt of non-cash consideration in an Asset Sale
received in compliance with Section 4.08 hereof;




     (11) Investments the payment for which consists of Equity Interests of the Issuer or
any direct or indirect parent companies of the Issuer (exclusive of Disqualified Stock);




     (12) guarantees of Indebtedness permitted under Section 4.07 hereof and performance
guarantees consistent with past practice;




     (13) any transaction to the extent it constitutes an Investment that is permitted and
made in accordance with the provisions of Section 4.09 (except transactions described in
clauses (b)(2), (6), (7) and (10) thereof);




     (14) Investments of a Restricted Subsidiary acquired after January 29, 2010 or of an
entity merged into the Issuer or merged into or consolidated with a Restricted Subsidiary in
accordance with Section 5.01 hereof after January 29, 2010 to the extent that such
Investments were not made in contemplation of or in connection with such acquisition, merger
or consolidation and were in existence on the date of such acquisition, merger or
consolidation;



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     (15) guarantees by Vanguard or any Restricted Subsidiary of operating leases (other
than Capitalized Lease Obligations) or of other obligations that do not constitute
Indebtedness, in each case entered into by any Restricted Subsidiary in the ordinary course
of business;




     (16) Investments consisting of licensing or contribution of intellectual property
pursuant to joint marketing arrangements with other Persons;




     (17) Investments consisting of purchases and acquisitions of inventory, supplies,
materials and equipment or purchases of contract rights or licenses or leases of
intellectual property, in each case in the ordinary course of business;




     (18) any Investment in a Securitization Subsidiary or any Investment by a
Securitization Subsidiary in any other Person in connection with a Qualified Securitization
Financing, including Investments of funds held in accounts permitted or required by the
arrangements governing such Qualified Securitization Financing or any related Indebtedness;
provided that any Investment in a Securitization Subsidiary is in the form of a Purchase
Money Note, contribution of additional Securitization Assets or an equity interest;




     (19) additional Investments in joint ventures of Vanguard or any Restricted
Subsidiaries existing on January 29, 2010 in an aggregate amount not to exceed $25.0
million;




     (20) Physician Support Obligations made by the Issuer or any Restricted Subsidiary;




     (21) Investments in a Captive Insurance Subsidiary in an amount that does not exceed
the minimum amount of capital required under the laws of the jurisdiction in which such
Captive Insurance Subsidiary is formed plus the amount of any reasonable general corporate
and overhead expenses of such Captive Insurance Subsidiary, and any Investment by a Captive
Insurance Subsidiary that is a legal investment for an insurance company under the laws of
the jurisdiction in which such Captive Insurance Subsidiary is formed and made in the
ordinary course of its business and rated in one of the four highest rating categories;




     (22) Investments in prepaid expenses, negotiable instruments held for collection and
lease, utility and workers compensation, performance and similar deposits entered into as a
result of the operations of the business in the ordinary course of business; and




     (23) additional Investments by Vanguard or any Restricted Subsidiaries having an
aggregate fair market value, taken together with all other Investments made pursuant to this
clause (23), not to exceed 3.0% of Total Assets at the time of such Investment (with the
fair market value of each Investment being measured at the time made and without giving
effect to subsequent changes in value).



     “Permitted Liens” means the following types of Liens:




     (1) deposits of cash or government bonds made in the ordinary course of business to
secure surety or appeal bonds to which such Person is a party;




     (2) Liens in favor of issuers of performance, surety bid, indemnity, warranty, release,
appeal or similar bonds or with respect to other regulatory requirements or letters of
credit or bankers’ acceptances issued, and completion guarantees provided for, in each case
pursuant to the request of and for the account of such Person in the ordinary course of its
business or consistent with past practice;




     (3) Liens on property or shares of stock of a Person at the time such Person becomes a
Subsidiary of Vanguard; provided that such Liens are not created or incurred in connection
with, or in contemplation of, such other Person becoming such a Subsidiary; provided further
that such Liens may not extend to any other property owned by Vanguard or any Restricted
Subsidiary;



-19-









 






     (4) Liens on property at the time Vanguard or a Restricted Subsidiary acquired the
property, including any acquisition by means of a merger or consolidation with or into
Vanguard or any Restricted Subsidiary; provided that such Liens are not created or incurred
in connection with, or in contemplation of, such acquisition; provided further that such
Liens may not extend to any other property owned by Vanguard or any Restricted Subsidiary;




     (5) Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing
to Vanguard or another Restricted Subsidiary permitted to be incurred in accordance with
Section 4.07 hereof.




     (6) Liens securing Hedging Obligations so long as the related Indebtedness is permitted
to be incurred under this Indenture and is secured by a Lien on the same property securing
such Hedging Obligation;




     (7) Liens on specific items of inventory or other goods and proceeds of any Person
securing such Person’s obligations in respect of bankers’ acceptances issued or created for
the account of such Person to facilitate the purchase, shipment or storage of such inventory
or other goods;




     (8) Liens in favor of Vanguard or any Restricted Subsidiary;




     (9) Liens to secure any refinancing, refunding, extension, renewal or replacement (or
successive refinancings, refundings, extensions, renewals or replacements) as a whole, or in
part, of any Indebtedness secured by any Liens referred to in clauses (3), (4), (25) and
(26) of this definition; provided that (A) such new Lien shall be limited to all or part of
the same property that secured the original Liens (plus improvements on such property), and
(B) the Indebtedness secured by such Lien at such time is not increased to any amount
greater than the sum of (x) the outstanding principal amount or, if greater, committed
amount of the Indebtedness described under clauses (3), (4), (25) and (26) at the time the
original Lien became a Permitted Lien under this Indenture and (y) an amount necessary to
pay any fees and expenses, including premiums, related to such refinancing, refunding,
extension, renewal or replacement;




     (10) Liens on Securitization Assets and related assets of the type specified in the
definition of “Securitization Financing” incurred in connection with any Qualified
Securitization Financing;




     (11) Liens for taxes, assessments or other governmental charges or levies of or against
Vanguard or one of its Subsidiaries not yet delinquent, or which are being contested in good
faith by appropriate proceedings promptly instituted and diligently conducted or pursuant to
the agreement dated October 25, 2004, entered into under Section 7121 of the Code between
Vanguard Health Financial Company LLC and the Commissioner of Internal Revenue with respect
to the election under Section 953(d) made (or to be made) by Volunteer Insurance, Ltd. or
for property taxes on property that VHS Holdco II or one of its Subsidiaries has determined
to abandon if the sole recourse for such tax, assessment, charge, levy or claim is to such
property;




     (12) judgment Liens not giving rise to an Event of Default so long as any appropriate
legal proceedings that may have been duly initiated for the review of such judgment shall
not have been finally terminated or the period within which such legal proceedings may be
initiated shall not have expired;




     (13) (A) pledges and deposits made in the ordinary course of business in compliance
with the Federal Employers Liability Act or any other workers’ compensation, unemployment
insurance and other social security laws or regulations and deposits securing liability to
insurance carriers under insurance or self-insurance arrangements in respect of such
obligations and (B) pledges and deposits securing liability for reimbursement or
indemnification obligations of (including obligations in respect of letters of credit or
bank guarantees for the benefit of) insurance carriers providing property, casualty or
liability insurance to Vanguard or any Restricted Subsidiary;




     (14) landlord’s, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s,
construction or other like Liens arising in the ordinary course of business and securing
obligations that are not overdue



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by more than 30 days or that are being contested in good faith by appropriate
proceedings and in respect of which, if applicable, Vanguard or any Restricted Subsidiary
shall have set aside on its books reserves in accordance with GAAP;




     (15) zoning restrictions, easements, trackage rights, leases (other than Capitalized
Lease Obligations), licenses, special assessments, rights-of-way, restrictions on use of
real property and other similar encumbrances incurred in the ordinary course of business
that, in the aggregate, do not interfere in any material respect with the ordinary conduct
of the business of Vanguard or any Restricted Subsidiary;




     (16) Liens that are contractual rights of set-off (A) relating to the establishment of
depository relations with banks not given in connection with the issuance of Indebtedness,
(B) relating to pooled deposit or sweep accounts of Vanguard or any Restricted Subsidiary to
permit satisfaction of overdraft or similar obligations incurred in the ordinary course of
business of Vanguard and the Restricted Subsidiaries or (C) relating to purchase orders and
other agreements entered into with customers of Vanguard or any Restricted Subsidiary in the
ordinary course of business;




     (17) Liens arising solely by virtue of any statutory or common law provision relating
to banker’s liens, rights of set-off or similar rights;




     (18) Liens securing obligations in respect of trade-related letters of credit permitted
under Section 4.07 hereof and covering the goods (or the documents of title in respect of
such goods) financed by such letters of credit and the proceeds and products thereof;




     (19) any interest or title of a lessor under any lease or sublease entered into by
Vanguard or any Restricted Subsidiary in the ordinary course of business;




     (20) licenses of intellectual property granted in a manner consistent with past
practice;




     (21) Liens in favor of customs and revenue authorities arising as a matter of law to
secure payment of customs duties in connection with the importation of goods;




     (22) Liens solely on any cash earnest money deposits made by Vanguard or any Restricted
Subsidiary in connection with any letter of intent or purchase agreement permitted
hereunder;




     (23) Liens with respect to obligations of Vanguard or a Restricted Subsidiary with an
aggregate fair market value (valued at the time of creation thereof) of not more than $50.0
million at any time;




     (24) deposits or pledges in connection with bids, tenders, leases and contracts (other
than contracts for the payment of money) entered into in the ordinary course of business;




     (25) Liens securing Capitalized Lease Obligations permitted to be incurred pursuant to
Section 4.07 hereof and Indebtedness permitted to be incurred under Section 4.07(b)(5);
provided, however, that such Liens securing Capitalized Lease Obligations or Indebtedness
incurred under Section 4.07(b)(5) hereof may not extend to property owned by Vanguard or any
Restricted Subsidiary other than the property being leased or acquired pursuant to such
Section 4.07(b)(5);




     (26) Liens existing on the Issue Date;




     (27) Liens securing Indebtedness of the Issuer or a Restricted Subsidiary under Credit
Facilities to the extent such Indebtedness has been incurred pursuant to Section 4.07(b)(1)
hereof;




     (28) Liens securing Indebtedness permitted to be incurred pursuant to Section 4.07
hereof in an amount not to exceed the maximum amount of Indebtedness such that the
Consolidated Senior Secured Debt Ratio (at the time of incurrence of such Indebtedness after
giving pro forma effect thereto in a manner consistent with the calculation of the Fixed
Charge Coverage Ratio) would not be greater than 3.50 to 1.00;



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     (29) Liens arising from Uniform Commercial Code financing statement filings regarding
operating leases entered into by the Issuer and its Restricted Subsidiaries in the ordinary
course of business;




     (30) Liens on equipment of the Issuer or any of its Restricted Subsidiaries granted in
the ordinary course of business to the Issuer’s clients;




     (31) Liens (i) of a collection bank arising under Section 4-210 of the Uniform
Commercial Code on items in the course of collection, (ii) attaching to commodity trading
accounts or other commodity brokerage accounts incurred in the ordinary course of business,
and (iii) in favor of banking institutions arising as a matter of law encumbering deposits
(including the right of set-off) and which are within the general parameters customary in
the banking industry;




     (32) Liens deemed to exist in connection with Investments in repurchase agreements
permitted under Section 4.07 hereof; provided that such Liens do not extend to any assets
other than those that are the subject of such repurchase agreement; and




     (33) Liens encumbering reasonable customary initial deposits and margin deposits and
similar Liens attaching to commodity trading accounts or other brokerage accounts incurred
in the ordinary course of business and not for speculative purposes.



     “Person” means any individual, corporation, partnership, joint venture, association,
joint-stock company, trust, unincorporated organization, limited liability company or government or
other entity.



     “Physician Support Obligation” means a loan to or on behalf of, or a guarantee of indebtedness
of, (a) a physician or healthcare professional providing service to patients in the service area of
a hospital or other healthcare facility operated by Vanguard or any of its Subsidiaries or (b) any
independent practice association or other entity majority-owned by any Person described in clause
(a) made or given by Vanguard or any Subsidiary of Vanguard, in each case:




     (1) in the ordinary course of its business; and




     (2) pursuant to a written agreement having a period not to exceed five years.



     “Preferred Stock” means any Equity Interest with preferential rights of payment of dividends
upon liquidation, dissolution or winding up.



     “Private Placement Legend” means the legend set forth in Section 2.06(g)(1) hereof to be
placed on all Notes issued under this Indenture except where otherwise permitted by the provisions
of this Indenture.



     “Purchase Money Note” means a promissory note of a Securitization Subsidiary evidencing a line
of credit, which may be irrevocable, from Vanguard or any Subsidiary of Vanguard to a
Securitization Subsidiary in connection with a Qualified Securitization Financing, which note is
intended to finance that portion of the purchase price that is not paid in cash or a contribution
of equity and which (a) shall be repaid from cash available to the Securitization Subsidiary, other
than (1) amounts required to be established as reserves, (2) amounts paid to investors in respect
of interest, (3) principal and other amounts owing to such investors and (4) amounts paid in
connection with the purchase of newly generated receivables and (b) may be subordinated to the
payments described in clause (a) of this definition.



     “QIB” means a “qualified institutional buyer” as defined in Rule 144A.



     “Qualified Capital Stock” in any Person means a class of Capital Stock other than Disqualified
Stock.



     “Qualified Equity Issuance” means an underwritten public equity offering of Qualified Capital
Stock of the Issuer or any direct or indirect parent company of the Issuer (which for the avoidance
of doubt shall not include the Sponsors) pursuant to an effective registration statement under the
Securities Act that yields Qualified Equity Issuance



-22-









 




 Net Proceeds to either the Issuer or any direct or indirect parent company of the Issuer,
of at least $25.0 million, whether or not, in the case of a Qualified Equity Issuance by any direct
or indirect parent company of the Issuer, such Qualified Equity Issuance Net Proceeds are
contributed to the capital of the Issuer, other than (x) any such public sale to any entity that is
an Affiliate of the Issuer and (y) any public offering registered on Form S-8.




     “Qualified Equity Issuance Net Proceeds” means the aggregate cash proceeds received by the
Issuer or any parent of the Issuer in respect of any Qualified Equity Issuance, net of the direct
costs, fees and expenses relating to such Qualified Equity Issuance (including legal, accounting,
transfer agent, printing and investment banking fees, filing fees of the Commission or FINRA, and
brokerage and sales commissions), and any taxes paid or payable as a result thereof.



     “Qualified Proceeds” means assets that are used or useful in, or Capital Stock of any Person
engaged in, a Permitted Business; provided that the fair market value of any such assets or Capital
Stock shall be determined by the Board of Directors of Vanguard in good faith, except that in the
event the value of any such assets or Capital Stock exceeds $25.0 million or more, the fair market
value shall be determined by an Independent Financial Advisor.



     “Qualified Securitization Financing” means any Securitization Financing of a Securitization
Subsidiary that meets the following conditions: (a) the Board of Directors of Vanguard shall have
determined in good faith that such Qualified Securitization Financing (including financing terms,
covenants, termination events and other provisions) is in the aggregate economically fair and
reasonable to the Issuer and the Securitization Subsidiary, (b) all sales of Securitization Assets
and related assets to the Securitization Subsidiary are made at fair market value (as determined in
good faith by Vanguard) and (c) the financing terms, covenants, termination events and other
provisions thereof shall be market terms (as determined in good faith by Vanguard) and may include
Standard Securitization Undertakings. The grant of a security interest in any Securitization
Assets of Vanguard or any Restricted Subsidiaries (other than a Securitization Subsidiary) to
secure Indebtedness under the Credit Agreement and any Refinancing Indebtedness with respect
thereto shall not be deemed a Qualified Securitization Financing.



     “Rating Agencies” means Moody’s and S&P or if Moody’s or S&P or both shall not make a rating
on the Notes publicly available, a nationally recognized statistical rating agency or agencies, as
the case may be, selected by any Issuer which shall be substituted for Moody’s or S&P or both, as
the case may be.



     “Registered Exchange Offer” has the meaning set forth in the Registration Rights Agreement.



     “Registration Rights Agreement” means the Registration Rights Agreement, dated as of January
26, 2011, between the Issuer and the Initial Purchasers named therein, as such agreement may be
amended, modified or supplemented from time to time and, with respect to any Additional Notes, one
or more registration rights agreements among the Issuer and the other parties thereto, as such
agreement(s) may be amended, modified or supplemented from time to time, relating to rights given
by the Issuer to the purchasers of Additional Notes to register such Additional Notes under the
Securities Act.



     “Regulation S” means Regulation S promulgated under the Securities Act.



     “Regulation S Global Note” means a Regulation S Temporary Global Note or Regulation S
Permanent Global Note, as appropriate.



     “Regulation S Permanent Global Note” means a permanent Global Note in the form of Exhibit Al
hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on
behalf of and registered in the name of the Depositary or its nominee, issued in a denomination
equal to the outstanding principal amount at maturity of the Regulation S Temporary Global Note
upon expiration of the Restricted Period.



     “Regulation S Temporary Global Note” means a temporary Global Note in the form of Exhibit A2
hereto deposited with or on behalf of and registered in the name of the Depositary or its nominee,
issued in a denomination equal to the outstanding principal amount at maturity of the Notes
initially sold in reliance on Rule 903 of Regulation S.



-23-









 





     “Responsible Officer” of any Person means (other than the Trustee) any executive officer or
financial officer of such Person and any other officer or similar official thereof responsible for
the administration of the obligations of such Person in respect of this Indenture. “Responsible
Officer” shall mean, when used with respect to the Trustee, any officer within the corporate trust
department of the Trustee who customarily performs functions similar to those performed by the
Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter
is referred because of such person’s knowledge of and familiarity with the particular subject and
who shall have direct responsibility for the administration of this Indenture.



     “Restricted Definitive Note” means a Definitive Note bearing the Private Placement Legend.



     “Restricted Global Note” means a Global Note bearing the Private Placement Legend.



     “Restricted Investment” means an Investment other than a Permitted Investment.



     “Restricted Period” means the 40-day distribution compliance period as defined in Regulation
S.



     “Restricted Subsidiary” means, at any time, any direct or indirect Subsidiary of Vanguard or
VHS Holdco II, as applicable, that is not then an Unrestricted Subsidiary; provided that upon the
occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary
shall be included in the definition of Restricted Subsidiary. Unless otherwise indicated, all
references to Restricted Subsidiaries shall mean Restricted Subsidiaries of Vanguard.



     “Rule 144” means Rule 144 promulgated under the Securities Act.



     “Rule 144A” means Rule 144A promulgated under the Securities Act.



     “Rule 903” means Rule 903 promulgated under the Securities Act.



     “Rule 904” means Rule 904 promulgated under the Securities Act.



     “S&P” means Standard and Poor’s Ratings Services, a division of The McGraw-Hill Companies,
Inc.



     “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations
of the Commission promulgated thereunder.



     “Securitization Assets” means any accounts receivable, inventory, royalty or revenue streams
from sales of inventory subject to a Qualified Securitization Financing.



     “Securitization Fees” means reasonable distributions or payments made directly or by means of
discounts with respect to any participation interest issued or sold in connection with, and other
fees paid to a Person that is not a Securitization Subsidiary in connection with any Qualified
Securitization Financing.



     “Securitization Financing” means any transaction or series of transactions that may be entered
into by Vanguard or any of its Subsidiaries pursuant to which Vanguard or any of its Subsidiaries
may sell, convey or otherwise transfer to (a) a Securitization Subsidiary (in the case of a
transfer by Vanguard or any of its Subsidiaries) and (b) any other Person (in the case of a
transfer by a Securitization Subsidiary), or may grant a security interest in, any Securitization
Assets (whether now existing or arising in the future) of Vanguard or any of its Subsidiaries, and
any assets related thereto, including, without limitation, all collateral securing such
Securitization Assets, all contracts and all guarantees or other obligations in respect of such
Securitization Assets, proceeds of such Securitization Assets and other assets which are
customarily transferred or in respect of which security interests are customarily granted in
connection with asset securitization transactions involving Securitization Assets and any Hedging
Obligations entered into by Vanguard or any of its Subsidiaries in connection with such
Securitization Assets.



     “Securitization Repurchase Obligation” means any obligation of a seller of Securitization
Assets in a Qualified Securitization Financing to repurchase Securitization Assets arising as a
result of a breach of a representation,



-24-









 




warranty or covenant or otherwise, including as a result of a receivable or portion thereof
becoming subject to any asserted defense, dispute, offset or counterclaim of any kind as a result
of any action taken by, any failure to take action by or any other event relating to the seller.




     “Securitization Subsidiary” means a Wholly-Owned Subsidiary of Vanguard (or another Person
formed for the purposes of engaging in a Qualified Securitization Financing in which Vanguard or
any of its Subsidiaries makes an Investment and to which Vanguard or any of its Subsidiaries
transfers Securitization Assets and related assets) which engages in no activities other than in
connection with the financing of Securitization Assets of Vanguard or its Subsidiaries, all
proceeds thereof and all rights (contractual and other), collateral and other assets relating
thereto, and any business or activities incidental or related to such business, and which is
designated by the Board of Directors of Vanguard or such other Person (as provided below) as a
Securitization Subsidiary and (a) no portion of the Indebtedness or any other obligations
(contingent or otherwise) of which (i) is guaranteed by Vanguard or any of its Subsidiaries
(excluding guarantees of obligations (other than the principal of, and interest on, Indebtedness)
pursuant to Standard Securitization Undertakings), (ii) is recourse to or obligates Vanguard or any
of its Subsidiaries in any way other than pursuant to Standard Securitization Undertakings or (iii)
subjects any property or asset of Vanguard or any of its Subsidiaries, directly or indirectly,
contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard
Securitization Undertakings, (b) with which neither Vanguard or any of its Subsidiaries has any
material contract, agreement, arrangement or understanding other than on terms which Vanguard
reasonably believes to be no less favorable to Vanguard or any of its Subsidiaries than those that
might be obtained at the time from Persons that are not Affiliates of Vanguard and (c) to which
neither Vanguard nor any of its Subsidiaries has any obligation to maintain or preserve such
entity’s financial condition or cause such entity to achieve certain levels of operating results.
Any such designation by the Board of Directors of Vanguard or such other Person shall be evidenced
to the Trustee by filing with the Trustee a certified copy of the resolution of the Board of
Directors of Vanguard or such other Person giving effect to such designation and an Officers’
Certificate certifying that such designation complied with the foregoing conditions.



     “Senior Indenture” means the indenture dated as of January 26, 2011, by and among VHS Holdco
II, Vanguard Holding Company II, Inc., the Guarantors (as defined therein) and U.S. Bank National
Association, as trustee.



     “Senior Notes” means the $350.0 million aggregate principal amount of the 7.750% Senior Notes
due 2019 of VHS Holdco II and Vanguard Holding Company II, Inc. issued under the Senior Indenture.



     “Shelf Registration Statement” means the Shelf Registration Statement as defined in the
Registration Rights Agreement.



     “Significant Subsidiary” means any Restricted Subsidiary that would be a “significant
subsidiary” of Vanguard as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant
to the Securities Act, as such Regulation is in effect on the Issue Date.



     “Sponsors” means one or more investment funds controlled by The Blackstone Group and its
Affiliates and one or more investment funds controlled by Morgan Stanley Capital Partners and its
Affiliates.



     “Standard Securitization Undertakings” means representations, warranties, covenants and
indemnities entered into by Vanguard or any of its Subsidiaries which Vanguard has determined in
good faith to be customary in a Securitization Financing, including, without limitation, those
relating to the servicing of the assets of a Securitization Subsidiary, it being understood that
any Securitization Repurchase Obligation shall be deemed to be a Standard Securitization
Undertaking.



     “Stated Maturity” means, with respect to any installment of interest or principal on any
series of Indebtedness, the day on which the payment of interest or principal was scheduled to be
paid in the original documentation governing such Indebtedness, and shall not include any
contingent obligations to repay, redeem or repurchase any such interest or principal prior to the
date originally scheduled for the payment thereof.



     “Subordinated Indebtedness” means any Indebtedness of the Issuer that is by its terms
subordinated in right of payment to the Notes.



-25-









 





     “Subsidiary” means, with respect to any specified Person:




     (1) any corporation, association or other business entity, of which more than 50% of
the total voting power of shares of Capital Stock entitled (without regard to the occurrence
of any contingency) to vote in the election of directors, managers or trustees thereof is at
the time owned or controlled, directly or indirectly, by that Person or one or more of the
other Subsidiaries of that Person (or a combination thereof); and




     (2) any partnership, joint venture, limited liability company or similar entity of
which (x) more than 50% of the capital accounts, distribution rights, total equity and
voting interests or general or limited partnership interests, as applicable, are owned or
controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries
of that Person or a combination thereof whether in the form of membership, general, special
or limited partnership or otherwise and (y) such Person or any Restricted Subsidiary of such
Person is a controlling general partner or otherwise controls such entity.



     “TIA” means the Trust Indenture Act of 1939, as amended (15 U.S.C. Sections 77aaa-77bbbb).



     “Total Assets” means the total consolidated assets of Vanguard and its Restricted
Subsidiaries, as shown on the most recent balance sheet of Vanguard.



     “Treasury Rate” means, as of the applicable redemption date, the yield to maturity as of such
redemption date of United States Treasury securities with a constant maturity (as compiled and
published in the most recent Federal Reserve Statistical Release H.15 (519) that has become
publicly available at least two Business Days prior to such redemption date (or, if such
Statistical Release is no longer published, any publicly available source of similar market data))
most nearly equal to the period from such redemption date to February 1, 2013; provided that if the
period from such redemption date to February 1, 2013, is less than one year, the weekly average
yield on actually traded United States Treasury securities adjusted to a constant maturity of one
year shall be used.



     “Trustee” means U.S. Bank National Association, as Trustee, until a successor replaces it in
accordance with the applicable provisions of this Indenture and thereafter means the successor
serving hereunder.



     “Unrestricted Definitive Note” means a Definitive Note that does not bear and is not required
to bear the Private Placement Legend.



     “Unrestricted Global Note” means a Global Note that does not bear and is not required to bear
the Private Placement Legend.



     “Unrestricted Cash” of any Person means the cash or Cash Equivalents of such Person and its
Restricted Subsidiaries that would not appear as “restricted cash” on a consolidated balance sheet
of such Person and its Restricted Subsidiaries.



     “Unrestricted Subsidiary” means (a) any Subsidiary of Vanguard that at the time of
determination is an Unrestricted Subsidiary (as designated by the Board of Directors of Vanguard,
as provided below) and (b) any Subsidiary of an Unrestricted Subsidiary. The Board of Directors of
Vanguard may designate any Subsidiary of Vanguard (including any existing Subsidiary and any newly
acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any
of its Subsidiaries owns any Equity Interests or Indebtedness (other than Indebtedness represented
by short-term, open account working capital rates entered into in the ordinary course of business
for cash management purposes and consistent with past practice) of, or owns or holds any Lien on,
any property of, Vanguard or any Subsidiary of Vanguard (other than any Subsidiary of the
Subsidiary to be so designated); provided that (1) any Unrestricted Subsidiary must be an entity of
which shares of the Capital Stock or other equity interests (including partnership interests)
entitled to cast at least a majority of the votes that may be cast by all shares or equity
interests having ordinary voting power for the election of directors or other governing body are
owned, directly or indirectly, by Vanguard, (2) such designation complies with Section 4.05 hereof,
and (c) each of (I) the Subsidiary to be so designated and (II) its Subsidiaries has not at the
time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise
become directly or indirectly liable with respect to any



-26-









 




Indebtedness pursuant to which the lender has recourse to any of the assets of Vanguard or any
Restricted Subsidiary. The Board of Directors of Vanguard may designate any Unrestricted
Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such
designation, no Default or Event of Default shall have occurred and be continuing and (x) in the
case of any Subsidiary of Vanguard (other than VHS Holdco II or any of its Restricted
Subsidiaries), either (A) Vanguard’s Fixed Charge Coverage Ratio would be at least 2.00 to 1.00 or
(B) Vanguard’s Fixed Charge Coverage Ratio would be greater than immediately prior to such
designation, in each case on a pro forma basis taking into account such designation or (y) in the
case of any Subsidiary of VHS Holdco II or any of its Restricted Subsidiaries, either (A) VHS
Holdco II’s Fixed Charge Coverage Ratio would be at least 2.00 to 1.00 or (B) VHS Holdco II’s Fixed
Charge Coverage Ratio would be greater than immediately prior to such designation, in each case on
a pro forma basis taking into account such designation. Any such designation by the Board of
Directors of Vanguard shall be notified by the Issuer to the Trustee by promptly filing with the
Trustee a copy of the board resolution giving effect to such designation and an Officers’
Certificate certifying that such designation complied with the foregoing provisions.




     “U.S. Person” means a U.S. Person as defined in Rule 902(k) promulgated under the Securities
Act.



     “VHS Holdco I” means Vanguard Health Holding Company I, LLC, a direct subsidiary of Vanguard.



     “VHS Holdco II” means Vanguard Health Holding Company II, LLC, an indirect subsidiary of
Vanguard.



     “Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at
the time entitled to vote in the election of the Board of Directors of such Person.



     “Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the
number of years obtained by dividing:




     (1) the sum of the products obtained by multiplying (a) the amount of each then
remaining installment, sinking fund, serial maturity or other required payments of
principal, including payment at final maturity, in respect of the Indebtedness, by (b) the
number of years (calculated to the nearest one-twelfth) that shall elapse between such date
and the making of such payment; by




     (2) the then outstanding principal amount of such Indebtedness.



     “Wholly-Owned Restricted Subsidiary” is any Wholly-Owned Subsidiary that is a Restricted
Subsidiary.



     “Wholly-Owned Subsidiary” of any Person means a Subsidiary of such Person, 100% of the
outstanding Capital Stock or other ownership interests of which (other than directors’ qualifying
shares or nominee or other similar shares required pursuant to applicable law) shall at the time be
owned by such Person or by one or more Wholly-Owned Subsidiaries of such Person or by such Person
and one or more Wholly-Owned Subsidiaries of such Person.



     Section 1.02 Other Definitions.



	 	 	 	 	 
	 	 	Defined
	Term	 	in Section
	“Affiliate Transaction”
	 	 	4.09	 
	“Asset Sale Offer”
	 	 	3.10	 
	“Authentication Order”
	 	 	2.02	 
	“Change of Control Offer”
	 	 	4.11	 
	“Change of Control Payment”
	 	 	4.11	 
	“Change of Control Payment Date”
	 	 	4.11	 
	“Covenant Defeasance”
	 	 	8.03	 
	“DTC”
	 	 	2.03	 
	“Event of Default”
	 	 	6.01	 






-27-









 






	 	 	 	 	 
	 	 	Defined
	Term	 	in Section
	“Excess Proceeds”
	 	 	4.08	 
	“incur”
	 	 	4.07	 
	“Legal Defeasance”
	 	 	8.02	 
	“Offer Period”
	 	 	3.10	 
	“Paying Agent”
	 	 	2.03	 
	“Permitted Debt”
	 	 	4.07	 
	“Qualified Equity Issuance Redemption”
	 	 	3.08	 
	“Registrar”
	 	 	2.03	 
	“Restricted Payments”
	 	 	4.05	 






     Section 1.03 Incorporation by Reference of Trust Indenture Act. Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by
reference in and made a part of this Indenture.



     The following TIA terms used in this Indenture have the following meanings:




     “indenture securities” means the Notes;




     “indenture security Holder” means a Holder of a Note;




     “indenture to be qualified” means this Indenture;




     “indenture trustee” or “institutional trustee” means the Trustee; and “obligor” on the
Notes and the Guarantees, if any, means the Issuer and the Guarantors, if any, and any
successor obligor upon the Notes and the Guarantees, if any, respectively.



     All other terms used in this Indenture that are defined by the TIA, defined by TIA reference
to another statute or defined by Commission rule under the TIA have the meanings so assigned to
them.



     Section 1.04 Rules of Construction. Unless the context otherwise requires:




     (1) a term has the meaning assigned to it;




     (2) an accounting term not otherwise defined has the meaning assigned to it in
accordance with GAAP;




     (3) “or” is not exclusive;




     (4) words in the singular include the plural, and in the plural include the singular;




     (5) “will” shall be interpreted to express a command;




     (6) provisions apply to successive events and transactions; and




     (7) references to Sections of or rules under the Securities Act shall be deemed to
include substitute, replacement of successor Sections or rules adopted by the Commission
from time to time.



-28-









 





ARTICLE II




THE NOTES



     Section 2.01 Form and Dating.



     (a) General. The Notes and the Trustee’s certificate of authentication shall be
substantially in the form of Exhibits Al and A2 hereto. The Notes may have notations, legends or
endorsements required by law, stock exchange rule or usage (provided that any such notation, legend
or endorsement required by usage is in a form reasonably acceptable to the Issuer). Each Note
shall be dated the date of its authentication. The Notes shall be in denominations of $2,000
principal amount at maturity and integral multiples of $1,000 principal amount at maturity in
excess thereof.



     The terms and provisions contained in the Notes shall constitute, and are hereby expressly
made, a part of this Indenture and the Issuer, the Guarantors, if any, and the Trustee, by their
execution and delivery of this Indenture, expressly agree to such terms and provisions and to be
bound thereby. However, to the extent any provision of any Note conflicts with the express
provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.



     (b) Global Notes. Notes issued in global form shall be substantially in the form of
Exhibits Al or A2 hereto (including the Global Note Legend thereon and the “Schedule of Exchanges
of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be
substantially in the form of Exhibit Al hereto (but without the Global Note Legend thereon and
without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global
Note shall represent such of the outstanding Notes as shall be specified therein and each shall
provide that it represents the aggregate principal amount at maturity of outstanding Notes from
time to time endorsed thereon and that the aggregate principal amount at maturity of outstanding
Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect
exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase
or decrease in the aggregate principal amount at maturity of outstanding Notes represented thereby
shall be made by the Trustee or the custodian, at the direction of the Trustee, in accordance with
instructions given by the Holder thereof as required by Section 2.06 hereof and shall be made on
the records of the Trustee and the Depositary.



     (c) Temporary Global Notes. Notes offered and sold in reliance on Regulation S shall
be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited
on behalf of the purchasers of the Notes represented thereby with the Trustee, at its New York
office, as custodian for the Depositary, and registered in the name of the Depositary or the
nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or
Clearstream, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided.
The Restricted Period shall be terminated upon the receipt by the Trustee of:




     (1) a written certificate from the Depositary, together with copies of certificates
from Euroclear and Clearstream certifying that they have received certification of
non-United States beneficial ownership of 100% of the aggregate principal amount at maturity
of the Regulation S Temporary Global Note (except to the extent of any Beneficial Owners
thereof who acquired an interest therein during the Restricted Period pursuant to another
exemption from registration under the Securities Act and who shall take delivery of a
beneficial ownership interest in a 144A Global Note or an IAI Global Note bearing a Private
Placement Legend, all as contemplated by Section 2.06(b) hereof); and




     (2) an Officer’s Certificate from the Issuer.



     Following the termination of the Restricted Period, beneficial interests in the Regulation S
Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent
Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication of the
Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global
Note. The aggregate principal amount at maturity of the
Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to
time be



-29-









 







increased or decreased by adjustments made on the records of the Trustee and the Depositary
or its nominee, as the case may be, in connection with transfers of interest as hereinafter
provided.



     (d) Euroclear and Clearstream Procedures Applicable. The provisions of the “Operating
Procedures of the Euroclear System” and “Terms and conditions Governing Use of Euroclear” and the
“General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall
be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and
the Regulation S Permanent Global Note that are held by Participants through Euroclear or
Clearstream.



     Section 2.02 Execution and Authentication. At least one officer must sign the Notes for the Issuer by manual or facsimile signature.



     If an officer whose signature is on a Note no longer holds that office at the time a Note is
authenticated, the Note shall nevertheless be valid.



     A Note shall not be valid until authenticated by the manual signature of the Trustee. The
signature shall be conclusive evidence that the Note has been authenticated under this Indenture.



     The Trustee shall, upon receipt of a written order of the Issuer signed by one officer of the
Issuer (an “Authentication Order”), authenticate Notes for original issue that may be validly
issued under this Indenture, including any Additional Notes and any Exchange Notes. The aggregate
principal amount at maturity of Notes outstanding at any time may not exceed the aggregate
principal amount at maturity of Notes authorized for issuance by the Issuer pursuant to one or more
Authentication Orders, except as provided in Section 2.07 hereof.



     The Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate
Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each
reference in this Indenture to authentication by the Trustee includes authentication by such agent.
An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of
the Issuer.



     Section 2.03 Registrar and Paying Agent. The Issuer shall maintain an office or agency where Notes may be presented for registration
of transfer or for exchange (“Registrar”) and an office or agency where Notes may be presented for
payment (“Paying Agent”). The Registrar shall keep a register of the Notes and of their transfer
and exchange. The Issuer may appoint one or more co-registrars and one or more additional paying
agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any
additional paying agent. The Issuer may change any Paying Agent or Registrar without notice to any
Holder. The Issuer shall notify the Trustee in writing of the name and address of any Agent not a
party to this Indenture. If the Issuer fails to appoint or maintain another entity as Registrar or
Paying Agent, the Trustee shall act as such. The Issuer or any of its subsidiaries may act as
Paying Agent or Registrar.



     The Issuer initially appoints The Depository Trust Company (“DTC”) to act as Depositary with
respect to the Global Notes.



     The Issuer initially appoints the Trustee to act as the Registrar and Paying Agent and to act
as custodian with respect to the Global Notes.



     Section 2.04 Paying Agent to Hold Money in Trust. The Issuer shall require each Paying Agent other than the Trustee to agree in writing that
the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by
the Paying Agent for the payment of Accreted Value of, or premium or Additional Interest, if any,
on the Notes, and shall notify the Trustee of any default by the Issuer in making any such payment.
While any such default continues, the Trustee may require a Paying Agent to pay all money held by
it to the Trustee. The Issuer at any time may require a Paying Agent to pay
all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if
other than the Issuer or a Subsidiary) shall have no further liability for the money. If the
Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund
for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or
reorganization proceedings relating to the Issuer, the Trustee shall serve as Paying Agent for the
Notes.



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     Section 2.05 Holder Lists. The Trustee shall preserve in as current a form as is reasonably practicable the most
recent list available to it of the names and addresses of all Holders and shall otherwise comply
with TIA Section 312(a). If the Trustee is not the Registrar, the Issuer shall furnish to the
Trustee at least seven Business Days before each Semi-Annual Accrual Date and at such other times
as the Trustee may request in writing, a list in such form and as of such date as the Trustee may
reasonably require of the names and addresses of the Holders of Notes and the Issuer shall
otherwise comply with TIA Section 312(a).



     Section 2.06 Transfer and Exchange.



     (a) Transfer and Exchange of Global Notes. A Global Note may not be transferred
except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary
to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee
to a successor Depositary or a nominee of such successor Depositary. All Global Notes shall be
exchanged by the Issuer for certificated Notes if:




     (1) the Issuer delivers in writing to the Trustee notice that the Depositary is
unwilling or unable to continue to act as Depositary or that it is no longer a clearing
agency registered under the Exchange Act and, in either case, a successor Depositary is not
appointed by the Issuer within 90 days after the date of such notice or cessation;




     (2) the Issuer in its sole discretion determines that the Global Notes (in whole but
not in part) should be exchanged for Definitive Notes and delivers a written notice to such
effect to the Trustee; provided that in no event shall the Regulation S Temporary Global
Note be exchanged by the Issuer for Definitive Notes prior to (A) the expiration of the
Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant
to Rule 903(b)(3)(ii)(B) under the Securities Act; or




     (3) there has occurred and is continuing an Event of Default and the registry has
received a request from the Depositary to issue the Certificated Notes.



     Upon the occurrence of either of the preceding events in (1) or (2) above, Definitive Notes
shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may
be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every
Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion
thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and
delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for
another Note other than as provided in this Section 2.06(a), however, beneficial interests in a
Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.



     (b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer
and exchange of beneficial interests in the Global Notes shall be effected through the Depositary,
in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial
interests in the Restricted Global Notes shall be subject to restrictions on transfer comparable to
those set forth herein to the extent required by the Securities Act. Transfers of beneficial
interests in the Global Notes also shall require compliance with either subparagraph (1) or (2)
below, as applicable, as well as one or more of the other following subparagraphs, as applicable:




     (1) Transfer of Beneficial Interests in the Same Global Note. Beneficial
interests in any Restricted Global Note may be transferred to Persons who take delivery
thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions
set forth in the Private Placement Legend; provided, however, that prior to the expiration
of the Restricted Period, transfers of beneficial interests in the Regulation S Temporary
Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person
(other than an Initial Purchaser). Beneficial interests in any Unrestricted Global Note may
be transferred to Persons who take delivery thereof in the form of a beneficial interest in
an Unrestricted Global Note. No written orders or instructions shall be required to be
delivered to the Registrar to effect the transfers described in this Section 2.06(b)(1).



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     (2) All other Transfers and Exchanges of Beneficial Interests in Global Notes.
In connection with all transfers and exchanges of beneficial interests that are not subject
to Section 2.06(b)(1) above, the transferor of such beneficial interest must deliver to the
Registrar either:




     (A) both:




     (i) a written order from a Participant or an Indirect Participant given
to the Depositary in accordance with the Applicable Procedures directing the
Depositary to credit or cause to be credited a beneficial interest in
another Global Note in an amount equal to the beneficial interest to be
transferred or exchanged; and




     (ii) instructions given in accordance with the Applicable Procedures
containing information regarding the Participant account to be credited with
such increase; or




     (B) both:




     (i) a written order from a Participant or an Indirect Participant given
to the Depositary in accordance with the Applicable Procedures directing the
Depositary to cause to be issued a Definitive Note in an amount equal to the
beneficial interest to be transferred or exchanged; and




     (ii) instructions given by the Depositary to the Registrar containing
information regarding the Person in whose name such Definitive Note shall be
registered to effect the transfer or exchange referred to in (1) above;
provided, that in no event shall Definitive Notes be issued upon the
transfer or exchange of beneficial interests in the Regulation S Temporary
Global Note prior to (A) the expiration of the Restricted Period and (B) the
receipt by the Registrar of any certificates required pursuant to Rule 903
under the Securities Act.




Upon consummation of a Registered Exchange Offer by the Issuer in accordance with Section
2.06(f) hereof, the requirements of this Section 2.06(b)(2) shall be deemed to have been
satisfied upon receipt by the Registrar of the instructions contained in the Letter of
Transmittal delivered by the Holder of such beneficial interests in the Restricted Global
Notes. Upon satisfaction of all of the requirements for transfer or exchange of beneficial
interests in Global Notes contained in this Indenture and the Notes or otherwise applicable
under the Securities Act, the Trustee shall adjust the principal amount at maturity of the
relevant Global Note(s) pursuant to Section 2.06(h) hereof.




     (3) Transfer of Beneficial Interests to Another Restricted Global Note. A
beneficial interest in any Restricted Global Note may be transferred to a Person who takes
delivery thereof in the form of a beneficial interest in another Restricted Global Note if
the transfer complies with the requirements of Section 2.06(b)(2) above and the Registrar
receives the following:




     (A) if the transferee shall take delivery in the form of a beneficial interest
in the 144A Global Note, then the transferor must deliver a certificate in the form
of Exhibit B hereto, including the certifications in item (1) thereof;




     (B) if the transferee shall take delivery in the form of a beneficial interest
in the Regulation S Temporary Global Note or the Regulation S Permanent Global Note,
then the transferor must deliver a certificate in the form of Exhibit B hereto,
including the certifications in item (2) thereof; and




     (C) if the transferee shall take delivery in the form of a beneficial interest
in the IAI Global Note, then the transferor must deliver a certificate in the form
of Exhibit B hereto, including the certifications, certificates and Opinion of
Counsel required by item (3)(d) thereof, if applicable.



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     (4) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for
Beneficial Interests in an Unrestricted Global Note. A beneficial interest in any
Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in
an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the
form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer
complies with the requirements of Section 2.06(b)(2) above and:




     (A) such exchange or transfer is effected pursuant to the Registered Exchange
Offer in accordance with the Registration Rights Agreement and the holder of the
beneficial interest to be transferred, in the case of an exchange, or the
transferee, in the case of a transfer, certifies in the applicable Letter of
Transmittal that it is not (i) a Broker-Dealer, (ii) a Person participating in the
distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined
in Rule 144) of the Issuer;




     (B) such transfer is effected pursuant to the Shelf Registration Statement in
accordance with the Registration Rights Agreement;




     (C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer
Registration statement in accordance with the Registration Rights Agreement; or




     (D) the Registrar receives the following:




     (i) if the holder of such beneficial interest in a Restricted Global
Note proposes to exchange such beneficial interest for a beneficial interest
in an Unrestricted Global Note, a certificate from such holder in the form
of Exhibit C hereto, including the certifications in item (1)(a) thereof; or




     (ii) if the holder of such beneficial interest in a Restricted Global
Note proposes to transfer such beneficial interest to a Person who shall
take delivery thereof in the form of a beneficial interest in an
Unrestricted Global Note, a certificate from such holder in the form of
Exhibit B hereto, including the certifications in item (4) thereof;


and, in each such case set forth in subparagraph (D) above, if the Registrar so requests or if the
Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the
Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and
that the restrictions on transfer contained herein and in the Private Placement Legend are no
longer required in order to maintain compliance with the Securities Act.




     If any such transfer is effected pursuant to subparagraph (B) or (D) above at a time when an
Unrestricted Global Note has not yet been issued, the Issuer shall issue and, upon receipt of an
Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or
more Unrestricted Global Notes in an aggregate principal amount at maturity equal to the aggregate
principal amount at maturity of beneficial interests transferred pursuant to subparagraph (B) or
(D) above.



     Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to
Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global
Note.



     (c) Transfer or Exchange of Beneficial Interests for Definitive Notes.



     (1) Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes.
If any holder of a beneficial interest in a Restricted Global Note proposes to exchange such
beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a
Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon receipt
by the Registrar of the following documentation:




     (A) if the holder of such beneficial interest in a Restricted Global Note proposes to
exchange such beneficial interest for a Restricted Definitive Note, a certificate from such
holder in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof;



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     (B) if such beneficial interest is being transferred to a QIB in accordance with Rule
144A, a certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (1) thereof;




     (C) if such beneficial interest is being transferred to a Non-U.S. Person in an
offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect
set forth in Exhibit B hereto, including the certifications in item (2) thereof;




     (D) if such beneficial interest is being transferred pursuant to an exemption from the
registration requirements of the Securities Act in accordance with Rule 144, a certificate
to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a)
thereof;




     (E) if such beneficial interest is being transferred to an Institutional Accredited
Investor in reliance on an exemption from the registration requirements of the Securities
Act other than those listed in subparagraphs (B) through (D) above, a certificate to the
effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion
of Counsel required by item (3)(d) thereof, if applicable;




     (F) if such beneficial interest is being transferred to the Issuer or any of its
Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (3)(b) thereof; or




     (G) if such beneficial interest is being transferred pursuant to an effective
registration statement under the Securities Act, a certificate to the effect set forth in
Exhibit B hereto, including the certifications in item (3)(c) thereof,


the Trustee shall cause the aggregate principal amount at maturity of the applicable Global Note to
be reduced accordingly pursuant to Section 2.06(h) hereof, and the Issuer shall execute and the
Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive
Note in the appropriate principal amount at maturity. Any Definitive Note issued in exchange for a
beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be
registered in such name or names and in such authorized denomination or denominations as the holder
of such beneficial interest shall instruct the Registrar through instructions from the Depositary
and the Participant or Indirect Participant. The Trustee shall deliver such Definitive Notes to
the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange
for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(1) shall
bear the Private Placement Legend and shall be subject to all restrictions on transfer contained
therein.




     (2) Beneficial Interests in Regulation S Temporary Global Note to Definitive Notes.
Notwithstanding Sections 2.06(c)(1)(A) and (c) hereof, a beneficial interest in the Regulation S
Temporary Global Note may not be exchanged for a Definitive Note or transferred to a Person who
takes delivery thereof in the form of a Definitive Note prior to (A) the expiration of the
Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to
Rule 903(b)(3)(ii)(B) under the Securities Act, except in the case of a transfer pursuant to an
exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904.



     (3) Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes.
A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest
for an Unrestricted Definitive
Note or may transfer such beneficial interest to a Person who takes delivery thereof in the
form of an Unrestricted Definitive Note only if:




     (A) such exchange or transfer is effected pursuant to the Registered Exchange Offer in
accordance with the Registration Rights Agreement and the holder of such beneficial
interest, in the case of an exchange, or the transferee, in the case of a transfer,
certifies in the applicable Letter of Transmittal that it is not (i) a Broker-Dealer, (ii) a
Person participating in the distribution of the Exchange Notes or (iii) a Person who is an
affiliate (as defined in Rule 144) of the Issuer;




     (B) such transfer is effected pursuant to the Shelf Registration Statement in
accordance with the Registration Rights Agreement;



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     (C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer
Registration Statement in accordance with the Registration Rights Agreement; or




     (D) the Registrar receives the following:




     (i) if the holder of such beneficial interest in a Restricted Global Note
proposes to exchange such beneficial interest for an Unrestricted Definitive Note, a
certificate from such holder in the form of Exhibit C hereto, including the
certifications in item (1)(b) thereof; or




     (ii) if the holder of such beneficial interest in a Restricted Global Note
proposes to transfer such beneficial interest to a Person who shall take delivery
thereof in the form of an Unrestricted Definitive Note, a certificate from such
holder in the form of Exhibit B hereto, including the certifications in item (4)
thereof;


and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the
Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the
Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and
that the restrictions on transfer contained herein and in the Private Placement Legend are no
longer required in order to maintain compliance with the Securities Act.




     (4) Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive
Notes. If any holder of a beneficial interest in an Unrestricted Global Note proposes to
exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to
a Person who takes delivery thereof in the form of a Definitive Note, then, upon satisfaction of
the conditions set forth in Section 2.06(b)(2) hereof, the Trustee shall cause the aggregate
principal amount at maturity of the applicable Global Note to be reduced accordingly pursuant to
Section 2.06(h) hereof, and the Issuer shall execute and the Trustee shall authenticate and deliver
to the Person designated in the instructions a Definitive Note in the appropriate principal amount.
Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section
2.06(c)(4) shall be registered in such name or names and in such authorized denomination or
denominations as the holder of such beneficial interest requests through instructions to the
Registrar from or through the Depositary and the Participant or Indirect Participant. The Trustee
shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered.
Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section
2.06(c)(4) shall not bear the Private Placement Legend.



     (d) Transfer and Exchange of Definitive Notes for Beneficial Interests.



     (1) Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes.
If any Holder of a Restricted Definitive Note proposes to exchange such note for a beneficial
interest in a Restricted Global Note or to transfer such Restricted Definitive Notes to a Person
who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then,
upon receipt by the Registrar of the following documentation:




     (A) if the Holder of such Restricted Definitive Note proposes to exchange such note for
a beneficial interest in a Restricted Global Note, a certificate from such Holder in the
form of Exhibit C hereto, including the certifications in item (2)(b) thereof;




     (B) if such Restricted Definitive Note is being transferred to a QIB in accordance with
Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (1) thereof;




     (C) if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an
offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect
set forth in Exhibit B hereto, including the certifications in item (2) thereof;




     (D) if such Restricted Definitive Note is being transferred pursuant to an exemption
from the registration requirements of the Securities Act in accordance with Rule 144, a
certificate to the effect set forth in Exhibit B hereto, including the certifications in
item (3)(a) thereof;



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     (E) if such Restricted Definitive Note is being transferred to an Institutional
Accredited Investor in reliance on an exemption from the registration requirements of the
Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate
to the effect set forth in Exhibit B hereto, including the certifications, certificates and
Opinion of Counsel required by item (3)(d) thereof, if applicable;




     (F) if such Restricted Definitive Note is being transferred to the Issuer or any of its
Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (3)(b) thereof; or




     (G) if such Restricted Definitive Note is being transferred pursuant to an effective
registration statement under the Securities Act, a certificate to the effect set forth in
Exhibit B hereto, including the certifications in item (3)(c) thereof,


the Trustee shall cancel the Restricted Definitive Note, increase or cause to be increased the
aggregate principal amount at maturity of, in the case of clause (A) above, the appropriate
Restricted Global Note, in the case of clause (B) above, the 144A Global Note, in the case of
clause (C) above, the Regulation S Global Note, and in all other cases, the IAI Global Note.




     (2) Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes.
A Holder of a Restricted Definitive Note may exchange such note for a beneficial interest in an
Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery
thereof in the form of a beneficial interest in an Unrestricted Global Note only if:




     (A) such exchange or transfer is effected pursuant to the Registered Exchange Offer in
accordance with the Registration Rights Agreement and the Holder, in the case of an
exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter
of Transmittal that it is not (i) a Broker-Dealer, (ii) a Person participating in the
distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule
144) of the Issuer;




     (B) such transfer is effected pursuant to the Shelf Registration Statement in
accordance with the Registration Rights Agreement;




     (C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer
Registration statement in accordance with the Registration Rights Agreement; or




     (D) the Registrar receives the following:




     (i) if the Holder of such Definitive Notes proposes to exchange such notes for
a beneficial interest in the Unrestricted Global Note, a certificate from such
Holder in the form of Exhibit C hereto, including the certifications in item (1)(c)
thereof; or




     (ii) if the Holder of such Definitive Notes proposes to transfer such notes to
a Person who shall take delivery thereof in the form of a beneficial interest in the
Unrestricted Global
Note, a certificate from such Holder in the form of Exhibit B hereto, including
the certifications in item (4) thereof;


and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the
Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the
Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and
that the restrictions on transfer contained herein and in the Private Placement Legend are no
longer required in order to maintain compliance with the Securities Act.




     Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(2),
the Trustee shall cancel the Definitive Notes and increase or cause to be increased the aggregate
principal amount at maturity of the Unrestricted Global Note.



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     (3) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global
Notes. A Holder of an Unrestricted Definitive Note may exchange such note for a beneficial
interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes
delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time.
Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable
Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount
at maturity of one of the Unrestricted Global Notes.



     If any such exchange or transfer from a Definitive Note to a beneficial interest is effected
pursuant to subparagraphs (2)(B), (2)(D) or (3) above at a time when an Unrestricted Global Note
has not yet been issued, the Issuer shall issue and, upon receipt of an Authentication Order in
accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global
Notes in an aggregate principal amount at maturity equal to the principal amount at maturity of
Definitive Notes so transferred.



     (e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a
Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section
2.06(e), the Registrar shall register the transfer or exchange of Definitive Notes. Prior to such
registration of transfer or exchange, the requesting Holder must present or surrender to the
Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in
form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized
in writing. In addition, the requesting Holder must provide any additional certifications,
documents and information, as applicable, required pursuant to the following provisions of this
Section 2.06(e).




     (1) Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted
Definitive Note may be transferred to and registered in the name of Persons who take
delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the
following:




     (A) if the transfer shall be made pursuant to Rule 144A, then the transferor
must deliver a certificate in the form of Exhibit B hereto, including the
certifications in item (1) thereof;




     (B) if the transfer shall be made pursuant to Rule 903 or Rule 904, then the
transferor must deliver a certificate in the form of Exhibit B hereto, including the
certifications in item (2) thereof; and




     (C) if the transfer shall be made pursuant to any other exemption from the
registration requirements of the Securities Act, then the transferor must deliver a
certificate in the form of Exhibit B hereto, including the certifications,
certificates and Opinion of Counsel required by item (3) thereof, if applicable.




     (2) Restricted Definitive Notes to Unrestricted Definitive Notes. Any
Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted
Definitive Note or transferred to a Person or Persons who take delivery thereof in the form
of an Unrestricted Definitive Note if:




     (A) such exchange or transfer is effected pursuant to the Registered Exchange
Offer in accordance with the Registration Rights Agreement and the Holder, in the
case of an exchange,
or the transferee, in the case of a transfer, certifies in the applicable
Letter of Transmittal that it is not (i) a Broker-Dealer, (ii) a Person
participating in the distribution of the Exchange Notes or (iii) a Person who is an
affiliate (as defined in Rule 144) of the Issuer;




     (B) any such transfer is effected pursuant to the Shelf Registration Statement
in accordance with the Registration Rights Agreement;




     (C) any such transfer is effected by a Broker-Dealer pursuant to the Exchange
Offer Registration Statement in accordance with the Registration Rights Agreement;
or



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     (D) the Registrar receives the following:




     (i) if the Holder of such Restricted Definitive Notes proposes to
exchange such notes for an Unrestricted Definitive Note, a certificate from
such Holder in the form of Exhibit C hereto, including the certifications in
item (1)(d) thereof; or




     (ii) if the Holder of such Restricted Definitive Notes proposes to
transfer such notes to a Person who shall take delivery thereof in the form
of an Unrestricted Definitive Note, a certificate from such Holder in the
form of Exhibit B hereto, including the certifications in item (4) thereof;




and, in each such case set forth in this subparagraph (D), if the Registrar so requests, an
Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such
exchange or transfer is in compliance with the Securities Act and that the restrictions on
transfer contained herein and in the Private Placement Legend are no longer required in
order to maintain compliance with the Securities Act.




     (3) Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder
of Unrestricted Definitive Notes may transfer such notes to a Person who takes delivery
thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to
register such a transfer, the Registrar shall register the Unrestricted Definitive Notes
pursuant to the instructions from the Holder thereof.



     (f) Registered Exchange Offer. Upon the occurrence of the Registered Exchange Offer
in accordance with the Registration Rights Agreement, the Issuer shall issue and, upon receipt of
an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate:




     (1) one or more Unrestricted Global Notes in an aggregate principal amount at maturity
equal to the principal amount at maturity of the beneficial interests in the Restricted
Global Notes accepted for exchange in the Registered Exchange Offer by Persons that certify
in the applicable Letters of Transmittal that (A) they are not Broker-Dealers, (B) they are
not participating in a distribution of the Exchange Notes and (C) they are not affiliates
(as defined in Rule 144) of the Issuer; and




     (2) Unrestricted Definitive Notes in an aggregate principal amount at maturity equal to
the principal amount at maturity of the Restricted Definitive Notes accepted for exchange in
the Registered Exchange Offer by Persons that certify in the applicable Letters of
Transmittal that (A) they are not Broker-Dealers, (B) they are not participating in a
distribution of the Exchange Notes and (C) they are not affiliates (as defined in Rule 144)
of the Issuer.



     Concurrently with the issuance of such notes, the Trustee shall cause the aggregate principal
amount at maturity of the applicable Restricted Global Notes to be reduced accordingly, and the
Issuer shall execute and the Trustee shall authenticate and deliver to the Persons designated by
the Holders of Definitive Notes so accepted Unrestricted Definitive Notes in the appropriate
principal amount at maturity.



     (g) Legends. The following legends shall appear on the face of all Global Notes and
Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable
provisions of this Indenture.




     (1) Private Placement Legend.




     (A) Except as permitted by subparagraph (B) below, each Global Note and each Definitive
Note (and all Notes issued in exchange therefor or substitution thereof) shall bear a legend
in substantially the following form:




“THE NOTE (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE NOTE
EVIDENCED HEREBY MAY NOT



-38-









 







BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
PURCHASER OF THE NOTE EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER
MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A UNDER THE SECURITIES ACT. THE HOLDER OF
THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUER THAT (I)
SUCH NOTE MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1)(A)
INSIDE THE UNITED STATES TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES
ACT) PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A
UNDER THE SECURITIES ACT, (B) OUTSIDE THE UNITED STATES TO A NON-U.S. PERSON
(AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE
SECURITIES ACT, (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF APPLICABLE) OR (D) IN
ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE
ISSUER IF THE ISSUER SO REQUESTS), (2) TO THE ISSUER OR (3) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTION AND (II) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER
IS REQUIRED TO, NOTIFY ANY PURCHASER OF THE NOTE EVIDENCED HEREBY OF THE
RESALE RESTRICTIONS SET FORTH IN CLAUSE (I) ABOVE. NO REPRESENTATION CAN BE
MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 UNDER THE
SECURITIES ACT FOR RESALE OF THE SECURITY EVIDENCED HEREBY.”




     (B) Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant
to subparagraphs (b)(4), (c)(3), (c)(4), (d)(2), (d) (3), (e)(2), (e) (3) or (f) of this
Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) shall not
bear the Private Placement Legend.




     (2) Global Note Legend. Each Global Note shall bear a legend in substantially
the following form:




“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE
BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY
CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS
MAY BE REQUIRED PURSUANT TO SECTION 2.01 AND SECTION 2.06 OF THE INDENTURE,
(2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART
PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE
DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE
INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR
DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER.




UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY
TO A NOMINEE OF THE DEPOSITARY OR BY A



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NOMINEE OF THE DEPOSITARY TO THE
DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK,
NEW YORK) (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER
ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.”




     (3) Regulation S Temporary Global Note Legend. The Regulation S Temporary
Global Note shall bear a legend in substantially the following form:




“THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE
CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE
AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR
THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE
ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON.”




     (4) Contingent Payment Debt Instrument Legend. Each Global Note and each
Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall
bear a legend in substantially the following form:




“THIS NOTE IS A CONTINGENT PAYMENT DEBT INSTRUMENT ISSUED WITH ORIGINAL
ISSUE DISCOUNT FOR PURPOSES OF SECTION 1271 ET SEQ. OF THE INTERNAL REVENUE
CODE. A HOLDER MAY OBTAIN THE ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE
DISCOUNT. ISSUE DATE AND YIELD TO MATURITY FOR SUCH NOTES, AS WELL AS THE
COMPARABLE YIELD AND PROJECTED PAYMENTS SCHEDULE, BY SUBMITTING A REQUEST
FOR SUCH INFORMATION TO THE ISSUER AT THE FOLLOWING ADDRESS: VANGUARD HEALTH
SYSTEMS, INC., 20 BURTON HILLS BOULEVARD, SUITE 100, NASHVILLE, TENNESSEE
37215; ATTENTION: GENERAL COUNSEL.”



     (h) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial
interests in a particular Global Note have been exchanged for Definitive Notes or a particular
Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global
Note shall be returned to or retained and canceled by the Trustee in accordance with Section 2.11
hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is
exchanged for or transferred to a Person who shall take delivery thereof in the form of a
beneficial
interest in another Global Note or for Definitive Notes, the principal amount at maturity
of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be
made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to
reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a
Person who shall take delivery thereof in the form of a beneficial interest in another Global Note,
such other Global Note shall be increased accordingly and an endorsement shall be made on such
Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such
increase.



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     (i) General Provisions Relating to Transfers and Exchanges.



     (1) To permit registrations of transfers and exchanges, the Issuer shall execute and the
Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication
Order in accordance with Section 2.02 hereof or at the Registrar’s request.



     (2) No service charge shall be made to a Holder of a beneficial interest in a Global Note or
to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuer may
require payment of a sum sufficient to cover any transfer tax or similar governmental charge
payable in connection therewith (other than any such transfer taxes or similar governmental charge
payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 4.08, 4.11 and 9.05 hereof).



     (3) The Registrar shall not be required to register the transfer of or exchange of any Note
selected for redemption in whole or in part, except the unredeemed portion of any Note being
redeemed in part.



     (4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange
of Global Notes or Definitive Notes shall be the valid obligations of the Issuer, evidencing the
same debt, and entitled to the same benefits under this Indenture, as the Global Notes or
Definitive Notes surrendered upon such registration of transfer or exchange.



     (5) The Issuer shall not be required:




     (A) to issue, to register the transfer of or to exchange any Notes during a period
beginning at the opening of business 15 days before the day of any selection of Notes for
redemption under Section 3.02 hereof and ending at the close of business on the day of
selection;




     (B) to register the transfer of or to exchange any Note selected for redemption in
whole or in part, except the unredeemed portion of any Note being redeemed in part; or




     (C) to register the transfer of or to exchange a Note between a record date and the
next succeeding Semi-Annual Accrual Date.



     (6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any
Agent and the Issuer may deem and treat the Person in whose name any Note is registered as the
absolute owner of such Note for the purpose of receiving payment of Accreted Value of and
Additional Interest on such Notes and for all other purposes, and none of the Trustee, any Agent or
the Issuer shall be affected by notice to the contrary.



     (7) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the
provisions of Section 2.02 hereof.



     (8) All certifications, certificates and opinions of counsel required to be submitted to the
Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be
submitted by facsimile.



     Section 2.07 Replacement Notes. If any mutilated Note is surrendered to the Trustee or the Issuer and the Trustee receives
evidence to its satisfaction of the destruction, loss or theft of any Note, the Issuer shall issue
and the Trustee, upon receipt of an Authentication Order, shall authenticate a replacement Note if
the Trustee’s requirements are met. If required by the
Trustee or the Issuer, an indemnity bond must be supplied by the Holder that is sufficient in
the judgment of the Trustee and the Issuer to protect the Issuer, the Trustee, any Agent and any
authenticating agent from any loss that any of them may suffer if a Note is replaced. The Issuer
may charge for its expenses in replacing a Note.



     Every replacement Note is an additional obligation of the Issuer and shall be entitled to all
of the benefits of this Indenture equally and proportionately with all other Notes duly issued
hereunder.



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     Section 2.08 Outstanding Notes. The Notes outstanding at any time are all the Notes authenticated by the Trustee except for
those canceled by it, those delivered to it for cancellation, those reductions in the interest in a
Global Note effected by the Trustee in accordance with the provisions hereof, and those described
in this Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a Note does
not cease to be outstanding because the Issuer or an Affiliate of the Issuer holds the Note.



     If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the
Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser.



     If the principal amount at maturity of any Note is considered paid under Section 4.01 hereof,
it ceases to be outstanding and its Accreted Value ceases to increase.



     If the Paying Agent (other than the Issuer, a subsidiary or an Affiliate of any thereof)
holds, on a redemption date or maturity date, money sufficient to pay Notes payable on that date,
then on and after that date such Notes shall be deemed to be no longer outstanding and its Accreted
Value ceases to increase.



     Section 2.09 Treasury Notes. In determining whether the Holders of the required principal amount at maturity of Notes
have concurred in any direction, waiver or consent, Notes owned by the Issuer or any Guarantor, if
any, or by any Person directly or indirectly controlling or controlled by or under direct or
indirect common control with the Issuer or any Guarantor, if any, shall be considered as though not
outstanding, except that for the purposes of determining whether the Trustee shall be protected in
relying on any such direction, waiver or consent, only Notes that a Responsible Officer of the
Trustee has actual notice are so owned shall be so disregarded.



     Section 2.10 Temporary Notes. Until certificates representing Notes are ready for delivery, the Issuer may prepare and
the Trustee, upon receipt of an Authentication Order, shall authenticate temporary Notes.
Temporary Notes shall be substantially in the form of certificated Notes but may have variations
that the Issuer considers appropriate for temporary Notes and as may be reasonably acceptable to
the Trustee. Without unreasonable delay, the Issuer shall prepare and the Trustee shall
authenticate definitive Notes in exchange for temporary Notes.



     Holders of temporary Notes shall be entitled to all of the benefits of this Indenture.



     Section 2.11 Cancellation. The Issuer at any time may deliver Notes to the Trustee for cancellation. The Registrar
and Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of
transfer, exchange or payment. The Trustee and no one else shall cancel all Notes surrendered for
registration of transfer, exchange, payment, replacement or cancellation and shall dispose of such
canceled Notes in its customary manner (subject to the record retention requirement of the Exchange
Act). Certification of the destruction of all canceled Notes shall be delivered to the Issuer.
The Issuer may not issue new Notes to replace Notes that they have paid or that have been delivered
to the Trustee for cancellation.



     Section 2.12 Defaulted Interest. If the Issuer defaults in a payment of interest on the Notes, it shall pay the defaulted
interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted
interest, to the Persons who are Holders on a subsequent special record date, in each case at the
rate provided in the Notes and in Section 4.01 hereof. The Issuer shall notify the Trustee in
writing of the amount of defaulted interest proposed to be paid on each Note and the date of the
proposed payment. The Issuer shall fix or cause to be fixed each such special record date and
payment date; provided that no such special record date may be less than 10 days prior to the
related payment date for such defaulted interest. At least 15 days before the special record date,
the Issuer (or, upon the written request of the Issuer, the Trustee in the name and at the expense
of the Issuer) shall mail or cause to be mailed to Holders a notice that states the special record
date, the related payment date and the amount of such interest to be paid.



     Section 2.13 CUSIP Numbers. The Issuer in issuing the Notes may use “CUSIP” numbers (if then generally in use), and, if
so, the Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Holders;
provided that any such notice may state that no representation is made as to the correctness of
such numbers either as printed on the Notes or as contained in any notice of a redemption and that
reliance may be placed only on the other identification numbers printed on the Notes, and any such
redemption shall not be affected by any



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defect in or omission of such numbers. The Issuer shall
promptly notify the Trustee in writing of any change in the “CUSIP” numbers.



     Section 2.14 Issuance of Additional Notes. The Issuer shall be entitled, from time to time, subject to its compliance with Section
4.07 hereof, without consent of the Holders, to issue Additional Notes under this Indenture with
identical terms as the Initial Notes issued on the Issue Date other than with respect to (a) the
date of issuance, (b) the issue price, (c) the amount of Accreted Value on the first Semi-Annual
Accrual Date and (d) any adjustments in order to conform to and ensure compliance with the
Securities Act (or other applicable securities laws) and any required legends. The Initial Notes
issued on the Issue Date, any Additional Notes and all Exchange Notes issued in exchange therefor
shall be treated as a single class for all purposes under this Indenture (provided that any
Additional Notes that are not fungible with the Notes for U.S. federal income tax purposes shall
have a different CUSIP number).



     With respect to any Additional Notes, the Issuer shall set forth in an Officer’s Certificate
pursuant to a resolution of the Board of Directors of the Issuer, copies of which shall be
delivered to the Trustee, the following information:




     (1) the aggregate principal amount of such Additional Notes to be authenticated and
delivered pursuant to this Indenture;




     (2) the issue price, the issue date and the CUSIP number of such Additional Notes; and




     (3) whether such Additional Notes shall be subject to transfer restrictions or shall be
issued in the form of Exchange Notes.



ARTICLE III




REDEMPTION AND PREPAYMENT



     Section 3.01 Notices to Trustee. If the Issuer elects to redeem Notes pursuant to the optional redemption provisions of
Section 3.07 hereof, it must furnish to the Trustee, at least 30 days but not more than 60 days
before a redemption date, an Officers’ Certificate setting forth:




     (1) the clause of this Indenture pursuant to which the redemption shall occur;




     (2) the redemption date;




     (3) the principal amount at maturity of Notes to be redeemed;




     (4) the redemption price; and




     (5) applicable CUSIP numbers.



     Section 3.02 Selection of Notes to Be Redeemed or Purchased. If less than all of the Notes are to be redeemed or purchased in an offer to purchase at
any time, the Trustee shall select Notes for redemption or purchase as follows:




     (1) if the Notes are listed on any national securities exchange, in compliance with the
requirements of the principal national securities exchange on which the Notes are listed; or




     (2) if the Notes are not listed on any national securities exchange, on a pro rata
basis, by lot or by such method as the Trustee deems fair and appropriate and subject to
DTC’s procedures.



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     In the event of partial redemption or purchase by lot, the particular Notes to be redeemed or
purchased shall be selected, unless otherwise provided herein, not less than 30 nor more than 60
days prior to the redemption or purchase date by the Trustee from the outstanding Notes not
previously called for redemption or purchase.



     The Trustee shall promptly notify the Issuer in writing of the Notes selected for redemption
or purchase and, in the case of any Note selected for partial redemption or purchase, the principal
amount thereof to be redeemed or purchased. Notes and portions of Notes selected shall be in
amounts of $2,000 principal amount at maturity or whole multiples of $1,000 principal amount at
maturity; provided that no Notes of $1,000 principal amount at maturity or less shall be redeemed
or purchased in part. Except as provided in the preceding sentence, provisions of this Indenture
that apply to Notes called for redemption or purchase also apply to portions of Notes called for
redemption.



     Section 3.03 Notice of Redemption.



     (a) At least 30 days but not more than 60 days before a redemption date, the Issuer shall mail
or cause to be mailed, by first class mail, a notice of redemption to each Holder whose Notes are
to be redeemed at its registered address, except that redemption notices may be mailed more than 60
days prior to a redemption date if the notice is issued in connection with a defeasance of the
Notes or a satisfaction and discharge of this Indenture pursuant to Articles VIII or XI hereof.



     (b) The notice shall identify the Notes (including CUSIP numbers) to be redeemed and shall
state:




     (1) the redemption date;




     (2) the redemption price;




     (3) if any Note is being redeemed in part, the portion of the Accreted Value and
principal amount at maturity of such Note to be redeemed and that, after the redemption date
upon surrender of such Note, a new Note or Notes in Accreted Value and principal amount at
maturity equal to the unredeemed portion of the original Note shall be issued upon
cancellation of the original Note;




     (4) the name and address of the Paying Agent;




     (5) that Notes called for redemption must be surrendered to the Paying Agent to collect
the redemption price;




     (6) that, unless the Issuer defaults in making such redemption payment, the Accreted
Value of the Notes or portions of them called for redemption ceases to increase on and after
the redemption date;




     (7) the paragraph of the Notes and/or Section of this Indenture pursuant to which the
Notes called for redemption are being redeemed; and




     (8) that no representation is made as to the correctness or accuracy of the CUSIP
number, if any, listed in such notice or printed on the Notes.



     At the Issuer’s written request, the Trustee shall give the notice of redemption in the
Issuer’s name and at its expense; provided, however, that the Issuer has delivered to the Trustee,
at least 45 days prior to the redemption date (unless a shorter notice period is satisfactory to
the Trustee), an Officers’ Certificate requesting that the Trustee give such notice and setting
forth the information to be stated in such notice as provided in the preceding paragraph.



     Section 3.04 Effect of Notice of Redemption. Once notice of redemption is mailed in accordance with Section 3.03 hereof, Notes called
for redemption become irrevocably due and payable on the redemption date at the redemption price.
A notice of redemption may not be conditional.



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     Section 3.05 Deposit of Redemption or Purchase Price. On or before the relevant redemption or purchase date, the Issuer shall deposit with the
Trustee or with the Paying Agent money sufficient to pay the redemption or purchase price of and
accrued interest and Additional Interest, if any, on all Notes to be redeemed or purchased on that
date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with
the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the
redemption or purchase price of, and accrued interest and Additional Interest, if any, on, all
Notes to be redeemed or purchased.



     If the Issuer complies with the provisions of the preceding paragraph, on and after the
redemption or purchase date, the Accreted Value shall cease to increase and Additional Interest, if
any, shall cease to accrue, in each case on the Notes or the portions of Notes called for
redemption or purchase. If a Note is redeemed or purchased on or after a record date but on or
prior to the related Semi-Annual Accrual Date, then any increase in the Accreted Value shall be
paid to the Person in whose name such Note was registered at the close of business on such record
date. If any Note called for redemption or purchase is not so paid upon surrender for redemption
or purchase because of the failure of the Issuer to comply with the preceding paragraph, the
Accreted Value shall continue to increase until such principal is paid, including Additional
Interest to the extent lawful, in each case at the rate provided in the Notes and in Section 4.01
hereof.



     Section 3.06 Notes Redeemed or Purchased in Part. Upon surrender of a Note that is redeemed or purchased in part, the Issuer shall issue and,
upon receipt of an Authentication Order, the Trustee shall authenticate for the Holder at the
expense of the Issuer a new Note equal in Accreted Value and principal amount at maturity to the
unredeemed or unpurchased portion of the Note surrendered.



     Section 3.07 Optional Redemption.



     (a) On or after February 1, 2013, the Issuer may redeem all or a part of the Notes upon not
less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of
the Accreted Value thereof as of the redemption date) set forth below plus accrued and unpaid
interest and Additional Interest, if any, on the Notes redeemed to the applicable redemption date,
if redeemed during the twelve-month period beginning on
February
1 of the years indicated below, subject to the rights of Holders on the relevant record
date to receive interest on the relevant Semi-Annual Accrual Date:



	 	 	 	 	 
	Year	 	Percentage
	2013
	 	 	105.000	%
	2014
	 	 	102.500	%
	2015 and thereafter
	 	 	100.000	%






     Unless the Issuer defaults in the payment of the redemption price, the Accreted Value shall
cease to increase and Additional Interest, if any, shall cease to accrue on the Notes or portions
thereof called for redemption on the applicable redemption date.



     (b) At any time prior to February 1, 2013, the Issuer may also redeem all or a part of the
Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each
Holder’s registered address, at a redemption price equal to 100% of the Accreted Value of the Notes
redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional
Interest, if any, to, but not including, the date of redemption (subject to the rights of Holders
of Notes on the relevant record date to receive interest due on the relevant Semi-Annual Accrual
Date).



     (c) The Issuer may acquire the Notes by means other than a redemption, whether by tender
offer, open market purchases, negotiated transactions or otherwise, in accordance with applicable
securities laws, so long as such acquisition does not violate the terms of this Indenture.



     (d) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of
Sections 3.01 through 3.06 hereof.



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     Section 3.08 Redemption Upon Certain Equity Issuances. The Issuer shall be required to redeem the maximum principal amount of Notes that is a
minimum principal amount at maturity of $2,000 and an integral multiple of $1,000 in excess thereof
(or $1.00 in excess thereof to the extent that all of the Notes are being redeemed) that may be
redeemed out of any Qualified Equity Issuance Net Proceeds at a price in cash (A) equal to, prior
to February 1, 2013, 105.000% of the Accreted Value thereof as of the redemption date and (B)
thereafter, in an amount equal to the redemption price applicable to such Notes on the date on
which notice of such redemption is given pursuant to Section 3.07 hereof in each case plus accrued
and unpaid interest and Additional Interest, if any, to the date fixed for the closing of such
redemption, in accordance with the procedures set forth in this Indenture, unless the Issuer has
given notice of redemption pursuant to Section 3.07 hereof with respect to all of the Notes. Not
later than 60 days following the receipt of the Qualified Equity Issuance Net Proceeds from any
Qualified Equity Issuance, unless the Issuer has given notice of redemption pursuant to Section
3.07 hereof with respect to all the Notes, the Issuer will mail a notice of redemption to each
Holder with a copy to the Trustee (such redemption, a “Qualified Equity Issuance Redemption”)
stating:




     (1) that a Qualified Equity Issuance has occurred, the amount of Qualified Equity
Issuance Net Proceeds received by the Issuer, and that the Issuer will redeem such Holder’s
Notes or a pro rata portion thereof, as discussed below, at a purchase price in cash in an
amount equal to the redemption price applicable to such Notes on the date on which the
notice of such redemption is given pursuant to Section 3.07 hereof in each case plus accrued
and unpaid interest thereon and Additional Interest thereon, if any, to the date of
redemption (subject to the right of holders of record on a record date to receive interest
on the relevant Semi-Annual Accrual Date);




     (2) the circumstances and relevant facts regarding such Qualified Equity Issuance, and
the maximum principal amount at maturity of Notes that may be redeemed by the Issuer in the
Qualified Equity Issuance Redemption;




     (3) the redemption date (which shall be no earlier than 30 days nor later than 60 days
from the date such notice is mailed); and




     (4) the procedures determined by the Issuer, consistent with this Section 3.08,
pursuant to which a Holder’s Notes shall be redeemed.



     If the amount of Qualified Equity Issuance Net Proceeds is not sufficient to redeem all of the
then outstanding Notes, then the principal amount at maturity of the Notes to be redeemed will be
determined pro rata based on the principal amount at maturity outstanding and the selection of the
actual Notes for redemption will be made by the Trustee by lot, pro rata or by any other method the
Trustee shall deem fair and appropriate (subject to DTC’s procedures) to the extent practicable;
provided, however, that no Notes of $2,000 principal amount at maturity or less shall be redeemed
in part.



     Notice of a Qualified Equity Issuance Redemption may be delivered in advance of a Qualified
Equity Issuance, conditional upon such Qualified Equity Issuance, if a definitive agreement is in
place for the Qualified Equity Issuance at the time of delivery of the notice of such Qualified
Equity Issuance Redemption.



     The Issuer shall comply, to the extent applicable, with the requirements of Rule 14e-1 under
the Exchange Act and any other applicable securities laws or regulations in connection with the
redemption of Notes pursuant to a Qualified Equity Issuance Redemption. To the extent that the
provisions of any applicable securities laws or regulations conflict with provisions of this
Indenture applicable to a Qualified Equity Issuance Redemption, the Issuer shall comply with such
securities laws and regulations and will not be deemed to have failed to make a Qualified Equity
Issuance Redemption or redeem Notes pursuant thereto as described above by virtue thereof.



     Section 3.09 Mandatory Redemption. Except as described pursuant to Section 3.08 hereof, the Issuer is not required to make
mandatory redemption or sinking fund payments with respect to the Notes.



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     Section 3.10 Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 4.08 hereof, the Issuer is required to commence an
offer to all Holders to purchase Notes (an “Asset Sale Offer”), it shall follow the procedures
specified below.



     (a) The Asset Sale Offer shall be made to all Holders and if the Issuer elects (or is required
by the terms of other Pari Passu Indebtedness), all holders of other indebtedness that is pari
passu with the Notes. The Asset Sale Offer shall remain open for a period of at least 20 Business
Days following its commencement and not more than 30 Business Days, except to the extent that a
longer period is required by applicable law (the “Offer Period”). No later than five Business Days
after the termination of the Offer Period (the “Purchase Date”), the Issuer shall apply all Excess
Proceeds (the “Offer Amount”) to the purchase of Notes and such other Pari Passu Indebtedness, if
any, (on a pro rata basis or on nearly a pro rata basis as is practicable (subject to DTC’s
procedures), as applicable) or, if less than the Offer Amount has been tendered, all Notes and
other Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so
purchased shall be made in cash.



     (b) If the Purchase Date is on or after a regular record date and on or before the related
Semi-Annual Accrual Date, any accrued and unpaid interest and Additional Interest, if any, shall be
paid to the Person in whose name a Note is registered at the close of business on such record date,
and no Additional Interest shall be payable to Holders who tender Notes pursuant to the Asset Sale
Offer.



     (c) Upon the commencement of an Asset Sale Offer, the Issuer shall send, by first class mail,
a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice shall
contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to
the Asset Sale Offer. The notice, which shall govern the terms of the Asset Sale Offer, shall
state:




     (1) that the Asset Sale Offer is being made pursuant to this Section 3.10 and Section
4.08 hereof and the length of time the Asset Sale Offer shall remain open;




     (2) the Offer Amount, the purchase price and the Purchase Date;




     (3) that any Note not tendered or accepted for payment shall continue to increase in
Accreted Value and accrue Additional Interest, if any,;




     (4) that, unless the Issuer defaults in making such payment, the Accreted Value of any
Note accepted for payment pursuant to the Asset Sale Offer shall cease to increase on such
Note and Additional Interest, if any, shall cease to accrue after the Purchase Date;




     (5) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may
elect to have Notes purchased in denominations of $2,000 principal amount at maturity or
integral multiples of $1,000 principal amount at maturity in excess thereof;




     (6) that Holders electing to have Notes purchased pursuant to any Asset Sale Offer
shall be required to surrender the Note, with the form entitled “Option of Holder to Elect
Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the
Issuer, a Depositary, if appointed by the Issuer, or a Paying Agent at the address specified
in the notice at least three days before the Purchase Date;




     (7) that Holders shall be entitled to withdraw their election if the Issuer, the
Depositary or the Paying Agent, as the case may be, receives, not later than on the
expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting
forth the name of the Holder, and principal amount at maturity of the Note the Holder
delivered for purchase and a statement that such Holder is withdrawing his election to have
such Note purchased;




     (8) that, if the aggregate principal amount at maturity of Notes and other Pari Passu
Indebtedness surrendered by Holders thereof exceeds the Offer Amount, the Issuer shall
select the Notes and other Pari Passu Indebtedness to be purchased on a pro rata basis or on
as nearly a pro rata basis as is practicable (subject to DTC’s procedures) based on the
principal amount at maturity of Notes and such other



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Pari Passu Indebtedness surrendered
(with such adjustments as may be deemed appropriate by the Issuer so that only Notes in
denominations of $2,000 principal amount at maturity, or integral multiples of $1,000
principal amount at maturity in excess thereof, shall be purchased); and




     (9) that Holders whose Notes were purchased only in part shall be issued new Notes
equal in principal amount at maturity to the unpurchased portion of the Notes surrendered
(or transferred by book-entry transfer).



     (d) On or before the Purchase Date, the Issuer shall, to the extent lawful, accept for
payment, on a pro rata basis or on as nearly a pro rata basis as is practicable (subject to DTC’s
procedures) to the extent necessary, the Offer Amount of Notes or portions thereof tendered
pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes
tendered, and shall deliver or cause to be delivered to the Trustee the Notes properly accepted
together with an Officer’s Certificate stating that such Notes or portions thereof were accepted
for payment by the Issuer in accordance with the terms of this Section 3.10. The Issuer, the
Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than
five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the
purchase price of the Notes tendered by such Holder and accepted by the Issuer for purchase, and
the Issuer shall promptly issue a new Note, and the Trustee, upon written request from the Issuer
shall authenticate and mail or deliver (or cause to be transferred by book entry) such new Note to
such Holder, in a principal amount at maturity equal to any unpurchased portion of the Note
surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the
Holder thereof. The Issuer shall publicly announce the results of the Asset Sale Offer on the
Purchase Date.



     Other than as specifically provided in this Section 3.10, any purchase pursuant to this
Section 3.10 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.



ARTICLE IV




COVENANTS



     Section 4.01 Payment of Notes. The Issuer shall pay or cause to be paid the Accreted Value of, premium, if any, and
interest and Additional Interest, if any, on, the Notes on the dates and in the manner provided in
the Notes. The Accreted Value and premium, if any, and interest and Additional Interest, if any,
shall be considered paid on the date due if the Paying Agent, if other than the Issuer or a
subsidiary thereof, holds as of 10:00 a.m. Eastern Time on the due date money deposited by the
Issuer in immediately available funds and designated for and sufficient to pay all Accreted Value
of, premium, if any, and interest and Additional Interest, if any, then due. The Issuer shall pay
all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in
the Registration Rights Agreement.



     The Issuer shall pay interest on overdue Accreted Value at the rate specified therefor in the
Notes, and it shall pay interest on overdue installments of interest at the same rate borne by the
Notes to the extent lawful. Such interest shall be paid in the form of an increase in the Accreted
Value.



     Section 4.02 Maintenance of Office or Agency. The Issuer shall maintain in the Borough of Manhattan, the City of New York, an office or
agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or
co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where
notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served.
The Issuer shall give prompt written notice to the Trustee of the location and any change in the
location, of such office or agency. If at any time the Issuer fails to maintain any such required
office or agency or fails to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee.



     The Issuer may also from time to time designate one or more other offices or agencies where
the Notes may be presented or surrendered for any or all such purposes and may from time to time
rescind such designations; provided, however, that no such designation or rescission shall in any
manner relieve the Issuer of its obligation to maintain an office or agency in the Borough of
Manhattan, the City of New York for such purposes. The Issuer



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shall give prompt written notice to
the Trustee of any such designation or rescission and of any change in the location of any such
other office or agency.



     The Issuer hereby designates the Corporate Trust Office of the Trustee as one such office or
agency of the Issuer in accordance with Section 2.03 hereof.



     Section 4.03 Reports to Holders.



     (1) Whether or not required by the Commission, so long as any Notes are outstanding, Vanguard
shall furnish to the Holders of Notes, within 45 days after the end of each of the first three
fiscal quarters of each fiscal year commencing with the fiscal quarter ended December 31, 2010 or
(in the case of annual financial information) within 90 days after the end of each fiscal year, all
quarterly and annual financial information that would be required to be contained in a filing with
the Commission on Forms 10-Q and 10-K if Vanguard were required to file such forms, including a
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with
respect to the annual information only, a report on the annual financial statements by Vanguard’s
certified independent accountants.



     In addition, whether or not required by the Commission, Vanguard shall file a copy of all of
the information and reports referred to above with the Commission for public availability within
the time periods specified above (unless the Commission shall not accept such a filing) and make
such information available to securities analysts and prospective investors upon request.



     (2) So long as any Notes remain outstanding, Vanguard shall furnish to the Holders of the
Notes and to securities analysts and prospective investors, upon their request, the information
required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.



     (3) So long as a parent company of Vanguard is a Guarantor (there being no obligation of any
such parent company to do so), holds no material assets other than cash, Cash Equivalents and the
Capital Stock of Vanguard (and performs the related incidental activities associated with such
ownership) and complies with the requirements of Rule 3-10 of Regulation S-X promulgated by the
Commission (or any successor provision), the reports, information and other documents required to
be filed and furnished to Holders of the Notes pursuant to this Section 4.03 may, at the option of
Vanguard, be filed by and be those of such parent company rather than Vanguard. Vanguard shall be
deemed to be in compliance with the provisions of this Section 4.03 if Vanguard or such parent
company shall have filed such reports, documents and other information with the Commission using
its Electronic Data Gathering, Analysis and Referral System or any successor system.



     (4) Notwithstanding the foregoing, such requirements shall be deemed satisfied prior to the
commencement of the Registered Exchange Offer or the effectiveness of the Shelf Registration
Statement by the filing with the Commission of the Exchange Offer Registration Statement and/or
Shelf Registration Statement, and any amendments thereto, with such financial information that
satisfies Regulation S-X of the Securities Act.



     Section 4.04 Compliance Certificate.



     (a) The Issuer shall deliver to the Trustee within 120 days after the end of each fiscal year
of the Issuer an Officer’s Certificate stating that in the course of the performance by the signers
of their duties as officers of the Issuer they would normally have knowledge of any Default and
whether or not the signers know of any Default that occurred during such period. If they do, the
certificate shall describe the Default, its status and what action the Issuer is taking or proposes
to take with respect thereto. The Issuer also shall comply with Section 314(a)(4) of the TIA.



     (b) So long as any of the Notes are outstanding, the Issuer shall deliver to the Trustee,
forthwith upon any officer becoming aware of any Default or Event of Default, an Officer’s
Certificate specifying such Default or Event of Default and what action the Issuer is taking or
proposes to take with respect thereto.



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     Section 4.05 Limitation on Restricted Payments.



     (a) Vanguard shall not, and shall not permit any of its Restricted Subsidiaries to directly or
indirectly:




     (1) declare or pay any dividend or make any other payment or distribution on account of
Vanguard’s or any of its Restricted Subsidiaries’ Equity Interests, including any dividend
or distribution payable in connection with any merger or consolidation (other than (A)
dividends or distributions by Vanguard payable in Equity Interests (other than Disqualified
Stock) of Vanguard or in options, warrants or other rights to purchase such Equity Interests
(other than Disqualified Stock) or (B) dividends or distributions by a Restricted Subsidiary
to Vanguard or any other Restricted Subsidiary so long as, in the case of any dividend or
distribution payable on or in respect of any class or series of securities issued by a
Restricted Subsidiary other than a Wholly-Owned Subsidiary, Vanguard or a Restricted
Subsidiary receives at least its pro rata share of such dividend or distribution in
accordance with its Equity Interests in such class or series of securities);




     (2) purchase, redeem or otherwise acquire or retire for value any Equity Interests of
the Issuer or any direct or indirect parent entity of the Issuer, including in connection
with any merger or consolidation involving either the Issuer or any such parent entity;




     (3) make any principal payment on, or redeem, repurchase, defease or otherwise acquire
or retire for value, in each case prior to any scheduled repayment, sinking fund payment or
maturity, any Subordinated Indebtedness of Vanguard (other than (A) Indebtedness permitted
under clauses (8) and (9) of the definition of “Permitted Debt” or (B) the purchase,
repurchase or other acquisition of Subordinated Indebtedness, as the case may be, purchased
in anticipation of satisfying a sinking fund obligation, principal installment or final
maturity, in each case due within one year of the date of purchase, repurchase or
acquisition); or




     (4) make any Restricted Investment (all such payments and other actions set forth in
these clauses (1) through (4) being collectively referred to as “Restricted Payments”),
unless, at the time of and after giving effect to such Restricted Payment:




     (A) no Default or Event of Default has occurred and is continuing or would
occur as a consequence of such Restricted Payment; and




     (B) (1) with respect to a Restricted Payment by Vanguard or any of its
Restricted Subsidiaries (other than VHS Holdco II or any of its Restricted
Subsidiaries), Vanguard would, at the time of such Restricted Payment and after
giving pro forma effect thereto as if such Restricted Payment had been made at the
beginning of the applicable four-quarter period, have been permitted to incur at
least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio
test set forth in Section 4.07(a)(i) hereof (it being understood that for purposes
of calculating the Fixed Charge Coverage Ratio for this purpose only, any of
Vanguard’s non-cash interest expense and amortization of original issue discount
shall be excluded) and (2) with respect to a Restricted Payment by VHS Holdco II or
any of its Restricted Subsidiaries, VHS Holdco II would, at the time of such
Restricted Payment and after giving pro forma effect thereto as if such Restricted
Payment had been made at the beginning of the applicable four-quarter period, have
been permitted to incur at least $1.00 of additional Indebtedness pursuant to the
Fixed Charge Coverage Ratio test set forth in Section 4.07(a)(ii) hereof; and




     (C) such Restricted Payment, together with the aggregate amount of all other
Restricted Payments made by Vanguard and the Restricted Subsidiaries after January
29, 2010 (excluding Restricted Payments permitted by clauses (2), (3), (4), (6),
(8), (9), (11), (12), (13), (15), (16), (20) and (21) of Section 4.05(b), is less
than the sum, without duplication, of




     (i) 50% of the Consolidated Net Income (it being understood that for
purposes of calculating Consolidated Net Income pursuant to Section
4.05(a)(4)(C)(i) only,



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any of Vanguard’s non-cash interest expense and
amortization of original issue discount shall be excluded) of Vanguard for
the period (taken as one accounting period) from the beginning of the first
fiscal quarter commencing after January 29, 2010, to the end of Vanguard’s
most recently ended fiscal quarter for which internal financial statements
are available at the time of such Restricted Payment (or, in the case such
Consolidated Net Income for such period is a deficit, minus 100% of such
deficit), plus




     (ii) 100% of the aggregate net cash proceeds and the fair market value,
as determined in good faith by the Board of Directors of Vanguard, of
property and marketable securities received by the Issuer since immediately
after January 29, 2010 from the issue or sale of (x) Equity Interests of
Vanguard (including Retired Capital Stock (as defined below)) (other than
(a) Excluded Contributions, (b) Designated Preferred Stock, (c) cash
proceeds and marketable securities received from the sale of Equity
Interests to members of management, directors or consultants of Vanguard,
any direct or indirect parent entities of Vanguard and its Subsidiaries
following January 29, 2010 to the extent such amounts have been applied to
Restricted Payments made in accordance with clause (4) of the next
succeeding paragraph and (d) Refunding Capital Stock (as defined below))
and, to the extent actually contributed to Vanguard, Equity Interests of any
direct or indirect parent entities of Vanguard and (y) debt securities of
Vanguard that have been
converted into such Equity Interests of Vanguard (other than Refunding
Capital Stock or Equity Interests or convertible debt securities of Vanguard
sold to a Restricted Subsidiary or Vanguard, as the case may be, and other
than Disqualified Stock or debt securities that have been converted into
Disqualified Stock), plus




     (iii) 100% of the aggregate amount of cash and the fair market value,
as determined in good faith by the Board of Directors of Vanguard, of
property and marketable securities contributed to the capital of Vanguard
following January 29, 2010 (other than (x) Excluded Contributions, (y) the
Cash Contribution Amount and (z) contributions by a Restricted Subsidiary),
plus




     (iv) 100% of the aggregate amount received in cash and the fair market
value, as determined in good faith by the Board of Directors of Vanguard, of
property and marketable securities received after January 29, 2010 by means
of (x) the sale or other disposition (other than to Vanguard or a Restricted
Subsidiary) of Restricted Investments made by Vanguard or its Restricted
Subsidiaries and repurchases and redemptions of such Restricted Investments
from Vanguard or its Restricted Subsidiaries and repayments of loans or
advances which constitute Restricted Investments by Vanguard or its
Restricted Subsidiaries or (y) the sale (other than to Vanguard or a
Restricted Subsidiary) of the Capital Stock of an Unrestricted Subsidiary or
a distribution from an Unrestricted Subsidiary (other than in each case to
the extent the Investment in such Unrestricted Subsidiary was made by a
Restricted Subsidiary pursuant to clause (5) or (14) of Section 4.05(b)
hereof or to the extent such Investment constituted a Permitted Investment)
or a dividend from an Unrestricted Subsidiary, plus




     (v) in the case of the redesignation of an Unrestricted Subsidiary as a
Restricted Subsidiary or the merger or consolidation of an Unrestricted
Subsidiary into Vanguard or a Restricted Subsidiary or the transfer of
assets of an Unrestricted Subsidiary to Vanguard or a Restricted Subsidiary,
the fair market value of the Investment in such Unrestricted Subsidiary, as
determined by the Board of Directors of Vanguard in good faith at the time
of the redesignation of such Unrestricted Subsidiary as a Restricted
Subsidiary or at the time of such merger, consolidation or transfer of
assets (other than an Unrestricted Subsidiary to the extent the Investment
in such Unrestricted Subsidiary was made by a Restricted Subsidiary pursuant
to clause (5) or (14) of Section 4.05(b) or to the extent such Investment
constituted a Permitted Investment).



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     (b) The preceding provisions of Section 4.05(a) hereof shall not prohibit:




     (1) the payment of any dividend or other distribution or the consummation of any
irrevocable redemption within 60 days after the date of declaration of the dividend or
distribution or giving of the irrevocable redemption notice, as the case may be, if, at the
date of declaration or notice, such dividend, distribution or redemption payment, as the
case may be, would have complied with the provisions of this Indenture;




     (2) (A) the redemption, repurchase, retirement or other acquisition of any Equity
Interests of the Issuer or any direct or indirect parent corporation of the Issuer (“Retired
Capital Stock”) or Subordinated Indebtedness, as the case may be, in exchange for or out of
the proceeds of the substantially concurrent sale (other than to a Restricted Subsidiary or
the Issuer) of Equity Interests of the Issuer or any direct or indirect parent of the Issuer
or contributions to the equity capital of the Issuer (in each case, other than Disqualified
Stock) (“Refunding Capital Stock”) and (B) the declaration and payment of accrued dividends
on the Retired Capital Stock out of the proceeds of the substantially concurrent sale (other
than to a Restricted Subsidiary or the Issuer) of Refunding Capital Stock;




     (3) the redemption, repurchase or other acquisition or retirement for value of
Subordinated Indebtedness of Vanguard made by exchange for, or out of the proceeds of the
substantially concurrent sale
of, new Indebtedness of Vanguard, which is incurred in compliance with Section 4.07
hereof, so long as (A) the principal amount of such new Indebtedness does not exceed the
principal amount of the Subordinated Indebtedness being so redeemed, repurchased, acquired
or retired for value plus the amount of any reasonable premium required to be paid under the
terms of the instrument governing the Subordinated Indebtedness being so redeemed,
repurchased, acquired or retired for value, (B) such new Indebtedness is subordinated to the
Notes at least to the same extent as such Subordinated Indebtedness being so redeemed,
repurchased, acquired or retired for value, (C) such new Indebtedness has a final scheduled
maturity date equal to or later than the final scheduled maturity date of the Subordinated
Indebtedness being so redeemed, repurchased, acquired or retired for value and (D) such new
Indebtedness has a Weighted Average Life to Maturity equal to or greater than the remaining
Weighted Average Life to Maturity of the Subordinated Indebtedness being so redeemed,
repurchased, acquired or retired for value;




     (4) a Restricted Payment to pay for the repurchase, retirement or other acquisition or
retirement for value of common Equity Interests of the Issuer or any of its direct or
indirect parent entities held by any future, present or former employee, director or
consultant of Vanguard, any of its Subsidiaries or (to the extent such person renders
services to the businesses of Vanguard and its Subsidiaries) Vanguard’s direct or indirect
parent entities, pursuant to any management equity plan or stock option plan or any other
management or employee benefit plan or agreement or arrangement; provided that the aggregate
amount of all such Restricted Payments made under this clause (4) does not exceed in any
calendar year $12.5 million (which shall increase to $25.0 million subsequent to the
consummation of an underwritten public Equity Offering by Vanguard or any of its direct or
indirect parent entities) (with unused amounts in any calendar year being carried over to
the next two succeeding calendar years); and provided, further, that such amount in any
calendar year may be increased by an amount not to exceed (A) the cash proceeds from the
sale of Equity Interests of Vanguard and, to the extent contributed to Vanguard, Equity
Interests of any of its direct or indirect parent entities, in each case to members of
management, directors or consultants of Vanguard, any of its Subsidiaries or (to the extent
such person renders services to the businesses of Vanguard and its Subsidiaries) Vanguard’s
direct or indirect parent entities, that occurs after January 29, 2010 plus (B) the cash
proceeds of key man life insurance policies received by Vanguard or its Restricted
Subsidiaries, or by any direct or indirect parent entity to the extent contributed to
Vanguard, after January 29, 2010 (provided that Vanguard may elect to apply all or any
portion of the aggregate increase contemplated by clauses (A) and (B) above in any calendar
year) less (C) the amount of any Restricted Payments previously made pursuant to clauses (A)
and (B) of this clause (4); and provided, further, that cancellation of Indebtedness owing
to the Issuer from members of management of the Issuer, any of the Issuer’s direct or
indirect parent companies or any of the Issuer’s Restricted Subsidiaries in connection with
a repurchase of Equity Interests of the Issuer or any of its direct or indirect parent
companies shall not be deemed to constitute a Restricted Payment for purposes of this
Section 4.05 or any other provision of this Indenture;




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     (5) Investments in Unrestricted Subsidiaries having an aggregate fair market
value, taken together with all other Investments made pursuant to this clause (5) that are
at the time outstanding, without giving effect to the sale of an Unrestricted Subsidiary to
the extent the proceeds of such sale do not consist of cash and/or marketable securities,
not to exceed $50.0 million at the time of such Investment (with the fair market value of
each Investment being measured at the time made and without giving effect to subsequent
changes in value);




     (6) repurchases of Equity Interests deemed to occur upon exercise of stock options or
warrants if such Equity Interests represent a portion of the exercise price of such options
or warrants;




     (7) the payment of dividends on the common equity interests of the Issuer (or the
payment of dividends to any direct or indirect parent of the Issuer to fund a payment of
dividends on such entity’s common stock) following the first public offering of the common
stock of the Issuer, or the common equity interests of any of their direct or indirect
parent entities after January 29, 2010, of up to 6.0% per annum or the net proceeds received
by or contributed to the Issuer in any public offering, other than public offerings with
respect to common equity interests registered on Form S-8 (or any successor form that
provides for registration of securities offered to employees of the registrant) and other
than any public sale constituting an Excluded Contribution;




     (8) Restricted Payments equal to the amount of Excluded Contributions;




     (9) the declaration and payment of dividends to, or the making of loans to, VHS
Holdings LLC, a Delaware limited liability company, or any direct or indirect parent entity
in amounts required for VHS Holdings LLC or such parent entity to pay:




     (A) (i) overhead (including salaries and other compensation expenses) and
franchise or similar tax liabilities, legal, accounting and other professional fees
and expenses in connection with, and to the extent attributable, to the maintenance
of VHS Holdings LLC’s existence and its ownership of Vanguard or any of its
Subsidiaries, as applicable, (ii) fees and expenses related to any equity offering,
investment or acquisition permitted hereunder (whether or not successful) and (iii)
other fees and expenses in connection with, and to the extent attributable to, the
maintenance of VHS Holdings LLC’s existence and its ownership of Vanguard or any of
its Subsidiaries, as applicable; and




     (B) with respect to each tax year (or portion thereof) in which Vanguard is
treated, for U.S. federal income tax purposes and/or applicable state and local
income tax purposes, as a member of a consolidated, combined or similar tax group of
which a direct or indirect parent of Vanguard is the common parent (a “Tax Group”),
the portion of the income taxes of such Tax Group attributable to the income of
Vanguard and/or its subsidiaries (as applicable); provided that (x) such amounts for
any tax year (or portion thereof) shall not exceed the income taxes that would have
been paid directly by Vanguard and/or its subsidiaries (as applicable) for such tax
year (or portion thereof) if Vanguard had been a stand-alone taxpayer or the parent
of a stand-alone consolidated group and (y) amounts attributable to income of any
Unrestricted Subsidiary of Vanguard shall be permitted only to the extent of any
payments by such Unrestricted Subsidiary to Vanguard or its Restricted Subsidiaries
for such purpose;




     (10) [Reserved];




     (11) distributions or payments of Securitization Fees;




     (12) cash dividends or other distributions on Capital Stock of Vanguard or any of its
Restricted Subsidiaries used to, or the making of loans, the proceeds of which shall be used
to, fund the payment of fees and expenses incurred in connection with the Acquisitions, the
offerings or owed to Affiliates, in each case to the extent permitted by Section 4.09
hereof;



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     (13) declaration and payment of dividends to holders of any class or series of
Disqualified Stock of Vanguard or any Restricted Subsidiary issued in accordance with
Section 4.07 hereof to the extent such dividends are included in the definition of Fixed
Charges;




     (14) other Restricted Payments since January 29, 2010 in an aggregate amount not to
exceed $100.0 million;




     (15) the declaration and payment of dividends or distributions to holders of any class
or series of Designated Preferred Stock issued after January 29, 2010 and the declaration
and payment of dividends to any direct or indirect parent company of Vanguard, the proceeds
of which will be used to fund the payment of dividends to holders of any class or series of
Designated Preferred Stock of any direct or indirect parent company of Vanguard issued after
January 29, 2010; provided that (A) for the most recently ended four full fiscal quarters
for which internal financial statements are available immediately preceding the date of
issuance of such Designated Preferred Stock, after giving effect to such issuance on the
first day of such period (and the payment of dividends or distributions) on a pro forma
basis, (1) in the case of Designated Preferred Stock of Vanguard or any direct or indirect
parent company of Vanguard, Vanguard would have had a Fixed Charge Coverage Ratio of at
least 2.00 to 1.00 and (2) in the case of Designated Preferred Stock of VHS Holdco II or any
of its Restricted Subsidiaries, VHS Holdco II would have had a Fixed Charge Coverage Ratio
of at least 2.00 to 1.00 (it being understood, in each case, that for purposes of
calculating the Fixed Charge Coverage Ratio for this purpose only, any of Vanguard’s
non-cash interest expense and amortization of original issue discount shall be excluded) and
(B) the aggregate amount of dividends declared and paid pursuant to this clause (15) does
not exceed the net cash proceeds actually received by the Issuer from any such sale of
Designated Preferred Stock issued after January 29, 2010;




     (16) the distribution, as a dividend or otherwise, of shares of Capital Stock of, or
Indebtedness owed to Vanguard or a Restricted Subsidiary by, Unrestricted Subsidiaries;




     (17) the repurchase, redemption or other acquisition or retirement for value of any
Subordinated Indebtedness pursuant to the provisions similar to those described in Section
4.08 and Section 4.11 hereof; provided that all Notes tendered by Holders of the Notes in
connection with the related Change of Control Offer or Asset Sale Offer, as applicable, have
been repurchased, redeemed or acquired for value;




     (18) [Reserved];




     (19) payments or distributions to dissenting stockholders pursuant to applicable law,
pursuant to or in connection with a consolidation, merger or transfer of all or
substantially all of the assets of Vanguard or any direct or indirect parent entity of
Vanguard that complies with the provisions of this Indenture applicable to mergers,
consolidations and transfers of all or substantially all of the property and assets of
Vanguard; provided that, as a result of such consolidation, merger or transfer of assets,
the Issuer has made a Change of Control Offer pursuant to Section 4.11 hereof and any Notes
tendered in connection therewith have been purchased;




     (20) cash payments in lieu of fractional shares issuable as dividends on preferred
stock or upon the conversion of any convertible debt securities of the Issuer or any of its
Restricted Subsidiaries; provided that the Board of Directors of Vanguard shall have
determined in good faith that such payments are not made for the purpose of evading the
limitations of this Section 4.05; and




     (21) any Restricted Payment with the proceeds of the offering of Notes as described
under the caption “Use of Proceeds” in the Offering Memorandum relating to the Notes.


provided that at the time of, and after giving effect to, any Restricted Payment permitted under
clauses 4.05(b)(2) (with respect to the payment of dividends on Refunding Capital Stock pursuant to
clause (B) thereof), (5), (7), (11), (13), (14), (15), (16), (17) and (20) above, no Default or
Event of Default shall have occurred and be continuing or would occur as a consequence thereof.







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     (c) The amount of all Restricted Payments (other than cash) shall be the fair market value on
the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or
issued by Vanguard or such Subsidiary, as the case may be, pursuant to the Restricted Payment. The
fair market value of any assets or securities that are required to be valued by this Section 4.05
shall be determined in good faith by the Board of Directors of Vanguard.



     (d) Vanguard shall not permit any Unrestricted Subsidiary to become a Restricted Subsidiary
except pursuant to the second to last sentence of the definition of Unrestricted Subsidiary. For
purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding
investments by Vanguard and the Restricted Subsidiaries (except to the extent repaid) in the
Subsidiary so designated shall be deemed to be Restricted Payments in an amount determined as set
forth in the second paragraph of the definition of Investments. Such designation shall be
permitted only if a Restricted Payment in such amount would be permitted at such time under this
Section 4.05 or the definition of Permitted Investments and if such Subsidiary otherwise meets the
definition of an Unrestricted Subsidiary.



     Section 4.06 Limitation on Dividend and Other Payment Restrictions Affecting Restricted
Subsidiaries.



     (a) Vanguard shall not, and shall not permit any of its Restricted Subsidiaries to, directly
or indirectly, create or permit to exist or become effective any consensual encumbrance or
restriction on the ability of any such Restricted Subsidiary to:




     (1) pay dividends or make any other distributions on its Capital Stock to Vanguard or
any of its Restricted Subsidiaries, or with respect to any other interest or participation
in, or measured by, its profits, or pay any Indebtedness owed to Vanguard or any of its
Restricted Subsidiaries;




     (2) make loans or advances to Vanguard or any of its Restricted Subsidiaries; or




     (3) sell, lease or transfer any of its properties or assets to Vanguard or any of its
Restricted Subsidiaries.



     (b) The restrictions in Section 4.06(a) hereof shall not apply to encumbrances or restrictions
existing under or by reason of:




     (1) contractual encumbrances or restrictions in effect on the Issue Date, including,
without limitation, pursuant to Existing Indebtedness, the Credit Agreement and related
documentation, Hedging Obligations, the Existing Indenture, the Existing VHS Holdco Notes,
the Senior Indenture and the Senior Notes;




     (2) this Indenture and the Notes;




     (3) purchase money obligations for property acquired in the ordinary course of business
that impose restrictions of the nature described in Section 4.06(a)(3) hereof;




     (4) applicable law or any applicable rule, regulation or order;




     (5) any agreement or other instrument of a Person acquired by Vanguard or any
Restricted Subsidiary in existence at the time of such acquisition (but not created in
contemplation thereof), which encumbrance or restriction is not applicable to any Person, or
the properties or assets of any Person, other than the Person, or the property or assets of
the Person, so acquired;




     (6) contracts for the sale of assets, including, without limitation, customary
restrictions with respect to a Subsidiary pursuant to an agreement that has been entered
into for the sale or disposition of all or substantially all of the Capital Stock or assets
of such Subsidiary;



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     (7) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 4.07
and 4.10 hereof that limits the right of the debtor to dispose of the assets securing such
Indebtedness;




     (8) restrictions on cash or other deposits or net worth imposed by customers under
contracts entered into in the ordinary course of business;




     (9) other Indebtedness of Restricted Subsidiaries which Indebtedness is permitted to be
incurred pursuant to an agreement entered into subsequent to the Issue Date in accordance
with Section 4.07 hereof and either (A) the provisions relating to such encumbrance or
restriction contained in such Indebtedness are no less favorable to Vanguard, taken as a
whole, as determined by the Board of Directors of Vanguard in good faith, than the
provisions contained in the Credit Agreement or in the Existing Indenture, in each case, as
in effect on the Issue Date or (B) any such encumbrance or restriction contained in such
Indebtedness does not prohibit (except upon a default or event of default thereunder) the
payment of dividends in any amount sufficient, as determined by the Board of Directors of
Vanguard in good faith, to make scheduled payments on the Notes when due;




     (10) customary provisions in joint venture agreements and other similar agreements
entered into in the ordinary course of business, including, without limitation, provisions
limiting the disposition or distribution of assets or property; provided that such
limitations are applicable only to the assets or property that are the subject of such joint
venture agreements and are owned by such joint venture;




     (11) customary provisions restricting dispositions of real property interests set forth
in any reciprocal easement agreements of Vanguard or any Restricted Subsidiary;




     (12) customary provisions contained in licenses of intellectual property and other
similar agreements entered into in the ordinary course of business;




     (13) customary provisions restricting subletting or assignment of any lease governing a
leasehold interest;




     (14) customary provisions restricting assignment of any agreement entered into in the
ordinary course of business;




     (15) contracts entered into in the ordinary course of business, not related to any
Indebtedness, and that do not, individually or in the aggregate, detract from the value of
property or assets of Vanguard or any Restricted Subsidiary in any manner material to
Vanguard or any Restricted Subsidiary;




     (16) any encumbrances or restrictions of the type referred to in Section 4.06(a)(1),
(2) and (3) imposed by any amendments, modifications, restatements, renewals, increases,
supplements, refundings, replacements or refinancings of the contracts, instruments or
obligations referred to in Sections 4.06(b)(1), (2) and (5); provided that such amendments,
modifications, restatements, renewals, increases, supplements, refundings, replacements or
refinancings are, in the good faith judgment of the Board of Directors of Vanguard, not
materially more restrictive with respect to such dividend and other payment restrictions
than those contained in the dividend or other payment restrictions prior to such amendment,
modification, restatement, renewal, increase, supplement, refunding, replacement or
refinancing; or




     (17) any encumbrance or restriction of a Securitization Subsidiary effected in
connection with a Qualified Securitization Financing; provided that such restrictions apply
only to such Securitization Subsidiary.



     Section 4.07 Limitation on Incurrence of Additional Indebtedness and Issuance of Preferred
Stock.



     (a) Vanguard shall not, and shall not permit any of its Restricted Subsidiaries to, directly
or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly
liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness
(including Acquired Debt), and Vanguard shall not permit



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any of its Restricted Subsidiaries to
issue any shares of Preferred Stock; provided that (i) Vanguard and any of its Restricted
Subsidiaries (other than VHS Holdco II or any of its Restricted Subsidiaries) may incur
Indebtedness (including Acquired Debt) and any Restricted Subsidiary of Vanguard (other than VHS
Holdco II or any of its Restricted Subsidiaries) may issue Preferred Stock if the Fixed Charge
Coverage Ratio for Vanguard’s most recently ended four full fiscal quarters for which internal
financial statements are available immediately preceding the date on which such additional
Indebtedness is incurred or such Preferred Stock is issued would have been at least 2.00 to 1.00,
determined on a pro forma basis (including a pro forma application of the net proceeds therefrom),
as if the additional Indebtedness had been incurred or the Preferred Stock had been issued, as the
case may be, and the application of proceeds therefrom had occurred at the beginning of such
four-quarter period, and (ii) VHS Holdco II or any of its Restricted Subsidiaries may incur
Indebtedness (including Acquired Debt) and may issue Preferred Stock if the Fixed Charge Coverage
Ratio for VHS Holdco II’s most recently ended four full fiscal quarters for which internal
financial statements are available immediately preceding the date on which such additional
Indebtedness is incurred or such Preferred Stock is issued would have been at least 2.00 to 1.00,
determined on a pro forma basis (including a pro forma application of the net proceeds therefrom),
as if the additional Indebtedness had been incurred or the Preferred Stock had been issued, as the
case may be, and the application of proceeds therefrom had occurred at the beginning of such
four-quarter period.



     (b) The provisions of Section 4.07(a) hereof shall not prohibit the incurrence of any of the
following (collectively, “Permitted Debt”):




     (1) Indebtedness under Credit Facilities together with the incurrence of the guarantees
thereunder and the issuance and creation of letters of credit and bankers’ acceptances
thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal
amount equal to the face amount thereof), up to an aggregate principal amount of $1,275.0
million outstanding at any one time less the amount of all permanent reductions of
Indebtedness thereunder as a result of principal payments actually made with Net Proceeds
from Asset Sales;




     (2) Indebtedness represented by the Existing VHS Holdco II Notes (including any
guarantees thereof and the notes and guarantees thereof issued or to be issued in exchange
therefor);




     (3) Indebtedness represented by the Senior Notes and the guarantees thereof and the
Senior Notes and guarantees thereof to be issued in exchange therefor, and, Indebtedness
represented by the Notes and the Notes to be issued in exchange therefor, in each case such
exchange being made pursuant to the Registration Rights Agreements;




     (4) Existing Indebtedness (other than Indebtedness described in Sections 4.07(b)(1),
(2) and (3));




     (5) Indebtedness (including Capitalized Lease Obligations) incurred or issued by
Vanguard or any Restricted Subsidiary to finance the purchase, lease or improvement of
property (real or personal) or equipment that is used by or useful to Vanguard or any
Restricted Subsidiary in a Permitted Business (whether through the direct purchase of assets
or the Capital Stock of any Person owning such assets) in an aggregate principal amount
that, when aggregated with the principal amount of all other Indebtedness then outstanding
and incurred pursuant to this clause (5) of Section 4.07(b) does not exceed the greater of
$75.0 million and 3.0% of Total Assets;




     (6) Indebtedness incurred by Vanguard or any Restricted Subsidiary constituting
reimbursement obligations with respect to letters of credit issued in the ordinary course of
business, including, without limitation, letters of credit in respect of workers’
compensation claims, health, disability or other employee benefits or property, casualty or
liability insurance or self-insurance or other Indebtedness with respect to
reimbursement-type obligations regarding workers’ compensation claims;




     (7) Indebtedness arising from agreements of Vanguard or a Restricted Subsidiary
providing for indemnification, adjustment of purchase price or similar obligations, in each
case, incurred or assumed in connection with the disposition of any business, assets or a
Subsidiary, other than guarantees of Indebtedness



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 incurred by any Person acquiring all or
any portion of such business, assets or a Subsidiary for the purpose of financing such
acquisition; provided that (A) such Indebtedness is not reflected on the balance sheet
(other than by application of FIN 45 as a result of an amendment to an obligation in
existence on January 29, 2010) of Vanguard or any Restricted Subsidiary (contingent
obligations referred to in a footnote to financial statements and not otherwise reflected on
the balance sheet shall not be deemed to be reflected on such balance sheet for purposes of
this clause (A) of Section 4.07(b)(7) and (B) the maximum assumable liability in respect of
all such Indebtedness shall at no time exceed the gross proceeds including non-cash proceeds
(the fair market value of such non-cash proceeds being measured at the time received and
without giving effect to any subsequent changes in value) actually received by Vanguard and
any Restricted Subsidiaries in connection with such disposition;




     (8) Indebtedness of Vanguard owed to and held by any Restricted Subsidiary or
Indebtedness of a Restricted Subsidiary owed to and held by Vanguard or any Restricted
Subsidiary; provided that (A) any subsequent issuance or transfer of any Capital Stock or
any other event that results in any such Restricted Subsidiary ceasing to be a Restricted
Subsidiary or any subsequent transfer of any such Indebtedness (except to Vanguard or a
Restricted Subsidiary) shall be deemed, in each case, to constitute the incurrence of such
Indebtedness by the issuer thereof and (B) if the Issuer is the obligor on such Indebtedness
owing to a Restricted Subsidiary, other than Indebtedness represented by short-term, open
account working capital notes entered into in the ordinary course of business for cash
management purposes and consistent with past practice, such Indebtedness is expressly
subordinated to the prior payment in full in cash of all obligations of the Issuer with
respect to the Notes;




     (9) shares of Preferred Stock of a Restricted Subsidiary issued to Vanguard or a
Restricted Subsidiary; provided that any subsequent issuance or transfer of any Capital
Stock or any other event which results in any such Restricted Subsidiary ceasing to be a
Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock
(except to Vanguard or a Restricted Subsidiary) shall be deemed in each case to be an
issuance of such shares of Preferred Stock;




     (10) Hedging Obligations of Vanguard or any Restricted Subsidiary (excluding Hedging
Obligations entered into for speculative purposes) for the purpose of limiting (A) interest
rate risk with respect to any Indebtedness that is permitted by the terms of this Indenture
to be outstanding or (B) exchange rate risk with respect to any currency exchange or (C)
commodity risk;




     (11) obligations in respect of performance, bid, appeal and surety bonds and
performance and completion guarantees provided by Vanguard or any Restricted Subsidiary or
obligations in respect of letters of credit related thereto, in each case in the ordinary
course of business or consistent with past practice;




     (12) Preferred Stock that is not Disqualified Stock and is issued by a Restricted
Subsidiary of Vanguard to a Person holding a minority Equity Interest in such Restricted
Subsidiary (after giving effect to such issuance); provided that such Preferred Stock is not
exchangeable or convertible into Indebtedness of Vanguard or any of its Restricted
Subsidiaries and does not require any cash payment of dividends or distributions at any time
that such cash payment would result in a Default or an Event of Default; provided, further,
that the aggregate liquidation preference of all Preferred Stock issued pursuant to this
clause (12) of Section 4.07(b) shall not exceed $25.0 million;




     (13) Indebtedness of Vanguard or any Restricted Subsidiary or Preferred Stock of any
Restricted Subsidiary not otherwise permitted hereunder in an aggregate principal amount or
liquidation preference which, when aggregated with the principal amount and liquidation
preference of all other Indebtedness and Preferred Stock then outstanding and incurred
pursuant to this clause (13), does not at any one time outstanding, when taken together with
any Refinancing Indebtedness in respect thereof, exceed the greater of (x) $150.0 million
and (y) 5.0% of Total Assets (it being understood that (A) any Indebtedness or Preferred
Stock incurred by Vanguard or any of its Restricted Subsidiaries (other than VHS Holdco II
or
any of its Restricted Subsidiaries) pursuant to this clause (13) shall cease to be
deemed incurred or outstanding for purposes of this clause (13) but shall be deemed incurred
for the purposes of Section 4.07(a) hereof from and after the first date on which Vanguard
or such Restricted Subsidiary (other than VHS



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Holdco II or any of its Restricted
Subsidiaries) could have incurred such Indebtedness or Preferred Stock pursuant to Section
4.07(a) hereof without reliance on this clause (13) and (B) any Indebtedness or Preferred
Stock incurred by VHS Holdco II or any of its Restricted Subsidiaries pursuant to this
clause (13) shall cease to be deemed incurred or outstanding for purposes of this clause
(13) but shall be deemed incurred for the purposes of Section 4.07(a) hereof from and after
the first date on which VHS Holdco II or such Restricted Subsidiary could have incurred such
Indebtedness or Preferred Stock pursuant to Section 4.07(a) hereof without reliance on this
clause (13));




     (14) any guarantee by either the Issuer or a Restricted Subsidiary of Indebtedness or
other obligations of Vanguard or any Restricted Subsidiary so long as the incurrence of such
Indebtedness by Vanguard or such Restricted Subsidiary is permitted under the terms of this
Indenture; provided that if such Indebtedness is by its express terms subordinated in right
of payment to the Notes, any such guarantee with respect to such Indebtedness shall be
subordinated in right of payment to the Notes substantially to the same extent as such
Indebtedness is subordinated to the Notes;




     (15) the incurrence by Vanguard or any Restricted Subsidiary of Indebtedness or
Preferred Stock that serves to refund or refinance any Indebtedness incurred as permitted
under Section 4.07(a) hereof and clauses (2), (3), (4) and (13) of Section 4.07(b) hereof,
this clause (15) and clause (16) of Section 4.07(b) hereof or any Indebtedness issued to so
refund or refinance such Indebtedness including additional Indebtedness incurred to pay
premiums and fees in connection therewith (the “Refinancing Indebtedness”) prior to its
respective maturity; provided that such Refinancing Indebtedness (A) has a Weighted Average
Life to Maturity at the time such Refinancing Indebtedness is incurred which is not less
than the remaining Weighted Average Life to Maturity of the Indebtedness being refunded or
refinanced, (B) to the extent such Refinancing Indebtedness refinances Indebtedness
subordinated or pari passu to the Notes, such Refinancing Indebtedness is subordinated or
pari passu to the Notes at least to the same extent as the Indebtedness being refinanced or
refunded, (C) shall not include (x) Indebtedness or Preferred Stock of a Restricted
Subsidiary that refinances Indebtedness or Preferred Stock of the Issuer or (y) Indebtedness
or Preferred Stock of Vanguard or a Restricted Subsidiary that refinances Indebtedness or
Preferred Stock of an Unrestricted Subsidiary, (D) shall not be in a principal amount in
excess of the principal amount of, premium, if any, accrued interest on, and related fees
and expenses of, the Indebtedness being refunded or refinanced and (E) shall not have a
stated maturity date prior to the Stated Maturity of the Indebtedness being refunded or
refinanced;




     (16) Indebtedness or Preferred Stock of Persons that are acquired by Vanguard or any
Restricted Subsidiary or merged into Vanguard or a Restricted Subsidiary in accordance with
the terms of this Indenture; provided that such Indebtedness or Preferred Stock is not
incurred in connection with or in contemplation of such acquisition or merger; and provided,
further, that after giving effect to such acquisition or merger, (x) in the case of an
acquisition or merger with the Issuer or any of the Issuer’s Restricted Subsidiaries (other
than VHS Holdco II or any of its Restricted Subsidiaries) either (A) Vanguard or such
Restricted Subsidiary would be permitted to incur at least $1.00 of additional Indebtedness
pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.07(a)(i) hereof or
(B) the Fixed Charge Coverage Ratio would be greater than immediately prior to such
acquisition and (y) in the case of an acquisition or merger with VHS Holdco II or any of its
Restricted Subsidiaries, either (A) VHS Holdco II or such Restricted Subsidiary would be
permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge
Coverage Ratio test set forth in Section 4.07(a)(ii) hereof or (B) the Fixed Charge Coverage
Ratio would be greater than immediately prior to such acquisition;




     (17) Indebtedness arising from the honoring by a bank or financial institution of a
check, draft or similar instrument drawn against insufficient funds in the ordinary course
of business; provided that such Indebtedness, other than credit or purchase cards, is
extinguished within five Business Days of its incurrence;




     (18) Indebtedness of Vanguard or any Restricted Subsidiary supported by a letter of
credit issued pursuant to the Credit Agreement in a principal amount not in excess of the
stated amount of such letter of credit;



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     (19) Contribution Indebtedness;




     (20) Indebtedness consisting of the financing of insurance premiums;




     (21) Indebtedness incurred on behalf of or representing guarantees of Indebtedness of
joint ventures of Vanguard or any Restricted Subsidiary not in excess of $25.0 million at
any time outstanding;




     (22) Indebtedness incurred by a Securitization Subsidiary in a Qualified Securitization
Financing that is not recourse to Vanguard or any Restricted Subsidiary other than a
Securitization Subsidiary (except for Standard Securitization Undertakings);




     (23) Physician Support Obligations incurred by Vanguard or any Restricted Subsidiary;




     (24) Indebtedness consisting of Indebtedness issued by the Issuer or any of its
Restricted Subsidiaries to current or former officers, directors and employees thereof,
their respective estates, spouses or former spouses, in each case to finance the purchase or
redemption of Equity Interests of the Issuer or any direct or indirect parent company of the
Issuer to the extent described in Section 4.05(b)(4);




     (25) customer deposits and advance payments received in the ordinary course of business
from customers for goods purchased in the ordinary course of business;




     (26) Indebtedness owed on a short-term basis of no longer than 30 days to banks and
other financial institutions incurred in the ordinary course of business of the Issuer and
its Restricted Subsidiaries with such banks or financial institutions that arises in
connection with ordinary banking arrangements to manage cash balances of the Issuer and its
Restricted Subsidiaries;




     (27) Indebtedness incurred by a Restricted Subsidiary in connection with bankers’
acceptances, discounted bills of exchange or the discounting or factoring of receivables for
credit management purposes, in each case incurred or undertaken in the ordinary course of
business on arm’s length commercial terms on a recourse basis; and




     (28) all premium (if any), interest (including post-petition interest), fees, expenses,
charges and additional or contingent interest on obligations described in paragraphs (1)
through (27) of Section 4.07(b) hereof.



     For purposes of determining compliance with this Section 4.07, in the event that an item of
proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt
described in clauses (1) through (28) of Section 4.07(b) hereof, or is entitled to be incurred
pursuant to Section 4.07(a) hereof, Vanguard shall be permitted to classify and later reclassify
such item of Indebtedness in any manner that complies with this covenant, and such item of
Indebtedness shall be treated as having been incurred pursuant to only one of such categories.
Accrual of interest, the accretion of accreted value and the payment of interest in the form of
additional Indebtedness shall not be deemed to be an incurrence of Indebtedness for purposes of
this Section 4.07. Indebtedness under the Credit Agreement outstanding on January 29, 2010 shall
be deemed to have been incurred on such date in reliance on the exception provided by clause (1) of
the definition of Permitted Debt. The maximum amount of Indebtedness that Vanguard and its
Restricted Subsidiaries may incur pursuant to this Section 4.07 shall not be deemed to be exceeded,
with respect to any outstanding Indebtedness, solely as a result of fluctuations in the exchange
rate of currencies.



     Section 4.08 Asset Sales.



     (a) Vanguard shall not, and shall not permit any of its Restricted Subsidiaries to, consummate
an Asset Sale unless:




     (1) Vanguard (or such Restricted Subsidiary, as the case may be) receives consideration
at the time of the Asset Sale at least equal to the fair market value (as determined in good
faith by the principal



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financial officer of Vanguard or, in the case of assets and Equity
Interests having a value in excess of $25.0 million, by the Board of Directors of Vanguard)
of the assets or Equity Interests issued or sold or otherwise disposed of; and




     (2) at least 75% of the consideration received in the Asset Sale by Vanguard or such
Restricted Subsidiary is in the form of cash or Cash Equivalents.



     The amount of (A) any liabilities (as shown on Vanguard’s or such Restricted Subsidiary’s most
recent balance sheet or in the notes thereto) of Vanguard or any Restricted Subsidiary (other than
liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee
of any such assets and for which Vanguard and all Restricted Subsidiaries have been validly
released by all creditors in writing, (B) any securities received by Vanguard or such Restricted
Subsidiary from such transferee that are converted by Vanguard or such Restricted Subsidiary into
cash (to the extent of the cash received) within 180 days following the receipt thereof and (C) any
Designated Non-cash Consideration received by Vanguard or any of its Restricted Subsidiaries in
such Asset Sale having an aggregate fair market value (as determined in good faith by Vanguard),
taken together with all other Designated Non-cash Consideration received pursuant to this clause
(C) that is at that time outstanding, not to exceed the greater of (i) $50.0 million and (ii) 2.0%
of Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the fair
market value of each item of Designated Non-cash Consideration being measured at the time received
without giving effect to subsequent changes in value) shall be deemed to be cash for purposes of
Section 4.08(a)(2) and for no other purpose.



     Notwithstanding the foregoing, the 75% limitation referred to in this clause (2) of Section
4.08(a) shall not apply to any Asset Sale in which the amount of consideration of the type referred
to this clause (2) of Section 4.08(a) received therefrom, determined in accordance with the
foregoing provision, is equal to or greater than what the after-tax proceeds would have been had
such Asset Sale complied with the aforementioned 75% limitation.



     (b) Within 395 days after the receipt of any Net Proceeds by Vanguard or any Restricted
Subsidiary from an Asset Sale, Vanguard or such Restricted Subsidiary may apply those Net Proceeds
at its option to:




     (1) permanently reduce Obligations under the Credit Agreement (and, in the case of
revolving Obligations under the Credit Agreement, to correspondingly reduce commitments with
respect thereto) or other Indebtedness of the Issuer secured by a Lien or Pari Passu
Indebtedness (provided that if the Issuer shall so reduce Obligations under such Pari Passu
Indebtedness, it shall equally and ratably reduce Obligations under the Notes by making an
offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all
Holders of Notes to purchase at a purchase price equal to 100% of the Accreted Value
thereof, plus accrued and unpaid interest and Additional Interest, if any, the pro rata
Accreted Value of Notes) or Indebtedness of a Restricted Subsidiary, in each case other than
Indebtedness owed to either the Issuer or an Affiliate of the Issuer (provided that in the
case of any reduction of any revolving obligations, the Issuer or such Restricted Subsidiary
shall effect a corresponding reduction of commitments with respect thereto); provided that,
if an offer to purchase any Indebtedness of VHS Holdco II or any of its Restricted
Subsidiaries is made in accordance with the terms of such Indebtedness, the obligation to
permanently reduce Indebtedness of a Restricted Subsidiary will be deemed to be satisfied to
the extent of the amount of the offer that is not at such time permitted to be dividended by
VHS Holdco II and its Restricted Subsidiaries to Vanguard, whether or not accepted in such
offer by the holders of such Indebtedness of VHS Holdco II or such Restricted Subsidiary,
and no Net Proceeds in such amount will be deemed to exist following such offer;




     (2) make an investment in (A) any one or more businesses; provided that such investment
in any business is in the form of the acquisition of Capital Stock and results in Vanguard
or a Restricted Subsidiary owning an amount of the Capital Stock of such business such that
it constitutes a Restricted Subsidiary, (B) capital expenditures or (C) other assets, in each of (A), (B) and (C),
used or useful in a Permitted Business; and/or




     (3) make an investment in (A) any one or more businesses; provided that such investment
in any business is in the form of the acquisition of Capital Stock and it results in
Vanguard or a Restricted



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Subsidiary owning an amount of the Capital Stock of such business
such that it constitutes a Restricted Subsidiary, (B) properties or (C) assets that, in each
of (A), (B) and (C), replace the businesses, properties and assets that are the subject of
such Asset Sale;


provided that the 395-day period provided above to apply any portion of Net Proceeds in accordance
with clause (2) or (3) of this Section 4.08(b) shall be extended by an additional 180 days if by
not later than the 395th day after receipt of such Net Proceeds, Vanguard or a Restricted
Subsidiary, as applicable, has entered into a bona fide binding commitment with a Person other than
an Affiliate of the Issuer to make an investment of the type referred to in either such clause in
the amount of such Net Proceeds.




     (c) When the aggregate amount of Net Proceeds not applied or invested in accordance with the
preceding paragraph (“Excess Proceeds”) exceeds $30.0 million, the Issuer shall make an Asset Sale
Offer to all Holders of Notes and any other Pari Passu Indebtedness requiring the making of such an
offer to purchase on a pro rata basis or on as nearly a pro rata basis as is practicable (subject
to DTC’s procedures) the maximum principal amount at maturity of Notes and such other Pari Passu
Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale
Offer shall be equal to 100% of the Accreted Value plus accrued and unpaid interest and Additional
Interest, if any, to the date of purchase, and shall be payable in cash.



     (d) Pending the final application of any Net Proceeds, Vanguard or such Restricted Subsidiary
may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any
manner that is not prohibited by this Indenture.



     (e) If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Issuer may
use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the
aggregate Accreted Value of Notes and such other Pari Passu Indebtedness tendered into such Asset
Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other
Pari Passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale
Offer, the amount of Excess Proceeds shall be reset at zero.



     (f) The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any
other securities laws and regulations thereunder to the extent those laws and regulations are
applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the
extent that the provisions of any securities laws or regulations conflict with the Asset Sale
provisions of this Indenture, the Issuer shall comply with the applicable securities laws and
regulations and shall not be deemed to have breached its obligations under the Asset Sale
provisions of this Indenture by virtue of such conflict.



     Section 4.09 Limitation on Transactions with Affiliates.



     (a) Vanguard shall not, and shall not permit any of its Restricted Subsidiaries to, make any
payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or
purchase any property or assets from, or enter into or make or amend any transaction, contract,
agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate
(each, an “Affiliate Transaction”) involving aggregate consideration in excess of $10.0 million,
unless:




     (1) the Affiliate Transaction is on terms that are not materially less favorable, taken
as a whole, to Vanguard or the relevant Restricted Subsidiary than those that would have
been obtained in a comparable transaction by Vanguard or such Restricted Subsidiary with an
unrelated Person on an arm’s-length basis; and




     (2) Vanguard delivers to the Trustee, with respect to any Affiliate Transaction or
series of related Affiliate Transactions involving aggregate consideration in excess of
$20.0 million, a resolution of the Board of Directors of Vanguard set forth in an Officers’
Certificate certifying that such Affiliate Transaction complies with this covenant and that
such Affiliate Transaction has been approved by a majority of the disinterested members, if
any, of the Board of Directors of Vanguard.



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     (b) The following items shall not be deemed to be Affiliate Transactions and, therefore, shall
not be subject to the provisions of Section 4.09(a) hereof:




     (1) transactions between or among Vanguard and/or any Restricted Subsidiary or any
entity that becomes a Restricted Subsidiary as a result of such transaction;




     (2) Restricted Payments and Permitted Investments permitted by this Indenture;




     (3) the payment to Sponsors of annual management, consulting, monitoring and advisory
fees in an aggregate amount in any fiscal year not in excess of the greater of (A) $6.0
million and (B) 2.0% of EBITDA of VHS Holdco II and its Restricted Subsidiaries for the
immediately preceding fiscal year, plus reasonable out-of-pocket costs and expenses in
connection therewith and unpaid amounts accrued for prior periods (but after January 29,
2010), and the execution of any management or monitoring agreement subject to the same
limitations;




     (4) the payment of reasonable and customary fees paid to, and indemnities provided on
behalf of, officers, directors, employees or consultants of Vanguard, any Restricted
Subsidiary or (to the extent such person renders services to the businesses of Vanguard and
its Subsidiaries) any of Vanguard’s direct or indirect parent entities;




     (5) payments by Vanguard or any Restricted Subsidiary to the Sponsors and any of their
Affiliates made for any financial advisory, financing, underwriting or placement services or
in respect of other investment banking activities, including, without limitation, in
connection with acquisitions or divestitures, which payments are approved by a majority of
the members of the Board of Directors of Vanguard in good faith;




     (6) transactions in which Vanguard or any Restricted Subsidiary delivers to the Trustee
a letter from an Independent Financial Advisor stating that such transaction is fair to
Vanguard or such Restricted Subsidiary from a financial point of view;




     (7) payments or loans (or cancellations of loans) to employees or consultants of
Vanguard, any Restricted Subsidiary or (to the extent such person renders services to the
businesses of Vanguard and its Subsidiaries) any of Vanguard’s direct or indirect parent
entities, which are approved by a majority of the Board of Directors of Vanguard in good
faith and which are otherwise permitted under this Indenture;




     (8) payments made or performance under any agreement as in effect on January 29, 2010
or any amendment thereto (so long as any such amendment is not less advantageous to the
Holders in any material respect than the original agreement as in effect on January 29,
2010);




     (9) the existence of, or the performance by Vanguard or any of its Restricted
Subsidiaries of its obligations under the terms of, the LLC Agreement (including any
registration rights agreement or purchase agreements related thereto to which it is party on
January 29, 2010 and any similar agreement that it may enter into thereafter); provided that
the existence of, or the performance by Vanguard or any of its Restricted Subsidiaries of
its obligations under any future amendment to the LLC Agreement or under any similar
agreement or amendment thereto entered into after January 29, 2010 shall only be permitted
by this clause (9) to the extent that the terms of any such amendment or new agreement are
not otherwise disadvantageous to Holders of the Notes in any material respect;




     (10) transactions with customers, clients, suppliers, or purchasers or sellers of goods
or services, in each case in the ordinary course of business and otherwise in compliance
with the terms of this Indenture that are fair to Vanguard and or the Restricted
Subsidiaries, in the reasonable determination of the members of the Board of Directors of
Vanguard or the senior management thereof, or are on terms at least as favorable as might
reasonably have been obtained at such time from an unaffiliated party;



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     (11) if otherwise permitted hereunder, the issuance of Equity Interests (other than
Disqualified Stock) of the Issuer to any direct or indirect parent of Vanguard, or to any
Permitted Holder;




     (12) any transaction effected as part of a Qualified Securitization Financing;




     (13) any transaction with a Captive Insurance Subsidiary in the ordinary course of
operations of such Captive Insurance Subsidiary;




     (14) payments or loans (or cancellation of loans) to employees or consultants of the
Issuer, any of its direct or indirect parent companies or any of their Restricted
Subsidiaries and any employment agreements entered into by Vanguard or any of the Restricted
Subsidiaries in the ordinary course of business;




     (15) transactions with joint ventures in Permitted Businesses entered into in the
ordinary course of business and in a manner consistent with past practice;




     (16) any issuance of securities, or other payments, awards or grants in cash,
securities or otherwise pursuant to, or the funding of, employment arrangements, stock
options and stock ownership plans approved by the Board of Directors of Vanguard; and




     (17) Investments by any of the Sponsors in securities of the Issuer or any of its
Restricted Subsidiaries (and payment of reasonable out-of-pocket expenses incurred by such
investors in connection therewith) so long as (i) the investment is being offered generally
to other investors on the same or more favorable terms and (ii) the investment constitutes
less than 5% of the proposed or outstanding issue amount of such class of securities.



     Section 4.10 Limitation on Liens. Vanguard shall not, and shall not permit any Restricted Subsidiary to, directly or
indirectly, create, incur, assume or suffer to exist any Lien that secures obligations under any
Indebtedness of Vanguard (other than Permitted Liens) on any asset or property of Vanguard or any
Restricted Subsidiary, or any income or profits therefrom, or assign or convey any right to receive
income therefrom, unless:




     (1) in the case of Liens securing Subordinated Indebtedness, the Notes are secured by a
Lien on such property, assets or proceeds that is senior in priority to such Liens; or




     (2) in all other cases, the Notes are equally and ratably secured.



     Section 4.11 Offer to Repurchase Upon Change of Control.



     (a) Upon the occurrence of a Change of Control, the Issuer shall make an offer (a “Change of
Control Offer”) to each Holder of the Notes to repurchase all or any part (equal to a principal
amount at maturity of $2,000 or an integral multiple of $1,000 principal amount at maturity) of
that Holder’s Notes repurchased at a purchase price in cash equal to 101% of the Accreted Value
thereof (as of the date of such purchase) plus accrued and unpaid interest and Additional Interest,
if any, on the Notes repurchased to, but not including, the date of purchase, subject to the rights
of Holders on the relevant record date to receive interest due on the relevant Semi-Annual Accrual
Date (the “Change of Control Payment”). Within 30 days following any Change of Control, except to
the extent that the
Issuer has exercised its right to redeem the Notes in accordance with Article III of this
Indenture, the Issuer shall mail a notice to each Holder describing the transaction or transactions
that constitute the Change of Control and stating:




     (1) that the Change of Control is being made pursuant to this Section 4.11 and that all
Notes properly tendered pursuant to such Change of Control Offer shall be accepted for
payment;




     (2) the purchase price and the purchase date, which shall be no earlier than 30 days
and no later than 60 days from the date such notice is mailed (the “Change of Control
Payment Date”);



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     (3) that any Note not tendered shall continue to accrue interest;




     (4) that, unless the Issuer defaults in the payment of the Change of Control Payment,
the Accreted Value on all Notes accepted for payment pursuant to the Change of Control Offer
shall cease to increase and Additional Interest, if any, shall cease to accrue, after the
Change of Control Payment Date;




     (5) that Holders electing to have any Notes purchased pursuant to a Change of Control
Offer shall be required to surrender the Notes completed, or transfer by book entry
transfer, to the Paying Agent at the address specified in the notice prior to the close of
business on the third Business Day preceding the Change of Control Payment Date;




     (6) that Holders shall be entitled to withdraw their election if the Paying Agent
receives, not later than the close of business on the second Business Day preceding the
Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting
forth the name of the Holder, the principal amount at maturity of Notes delivered for
purchase, and a statement that such Holder is withdrawing his election to have the Notes
purchased;




     (7) that Holders whose Notes are being purchased only in part shall be issued new Notes
equal in principal amount at maturity or an integral multiple thereof.


The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other
securities laws and regulations thereunder to the extent those laws and regulations are applicable
in connection with the repurchase of the Notes as a result of a Change of Control. To the extent
that the provisions of any securities laws or regulations conflict with this Section 4.11, the
Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to
have breached their obligations under this Section 4.11 by virtue of such conflict.




     (b) On the Change of Control Payment Date, the Issuer shall, to the extent lawful:




     (1) accept for payment all Notes or portions of Notes properly tendered pursuant to the
Change of Control Offer;




     (2) deposit with the paying agent an amount equal to the Change of Control Payment in
respect of all Notes or portions of Notes properly tendered; and




     (3) deliver or cause to be delivered to the Trustee the Notes properly accepted
together with an Officers’ Certificate stating the aggregate principal amount at maturity of
Notes or portions of Notes being purchased by the Issuer.



     The paying agent shall promptly mail to each Holder of Notes properly tendered the Change of
Control Payment for such Notes, and the Trustee shall promptly authenticate and mail (or cause to
be transferred by book entry) to each Holder a new Note equal in principal amount at maturity to
any unpurchased portion of the Notes surrendered, if any; provided that each new Note shall be in a
principal amount at maturity of $2,000 or an integral multiple of $1,000 principal amount at
maturity in excess thereof.



     The Issuer shall publicly announce the results of the Change of Control Offer on or as soon as
practicable after the Change of Control Payment Date.



     (c) Notwithstanding anything to the contrary in this Section 4.11, the Issuer shall not be
required to make a Change of Control Offer upon a Change of Control if a third party makes the
Change of Control Offer in the manner, at the times and otherwise in compliance with the
requirements set forth in this Section 4.11 applicable to a Change of Control Offer made by the
Issuer and purchases all Notes properly tendered and not withdrawn under the Change of Control
Offer. A Change of Control Offer may be made in advance of a Change of Control if a definitive
agreement is in place for the Change of Control at the time of the making of the Change of Control
Offer, and such Change of Control Offer is otherwise made in compliance with the provisions of this
Section 4.11.



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     Section 4.12 Payments for Consent. Vanguard shall not, and shall not permit any of its Subsidiaries to, directly or
indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder of Notes
for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of
this Indenture or the Notes unless such consideration is offered to be paid and is paid to all
Holders of the Notes that consent, waive or agree to amend in the time frame set forth in the
solicitation documents relating to such consent, waiver or agreement.



     Section 4.13 [Reserved].



     Section 4.14 Future Guarantors. Vanguard will cause each Wholly-Owned Restricted Subsidiary (other than a Foreign
Subsidiary or a Securitization Subsidiary) that guarantees any Indebtedness of Vanguard (other than
Indebtedness of Vanguard that represents a guarantee of Indebtedness of a Restricted Subsidiary
permitted to be incurred under this Indenture) to execute and deliver to the Trustee a supplemental
indenture pursuant to which such Wholly-Owned Restricted Subsidiary will guarantee payment of the
Notes. Each Guarantee will be limited to an amount not to exceed the maximum amount that can be
guaranteed by that Restricted Subsidiary without rendering the Guarantee, as it relates to such
Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance or
fraudulent transfer or similar laws affecting the rights of creditors generally.



     Section 4.15 Suspension of Covenants.



     (a) If on any date (i) the Notes have Investment Grade Ratings from both Rating Agencies, and
(ii) no Default has occurred and is continuing under this Indenture then, beginning on that day
(the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively
referred to as a “Covenant Suspension Event”), Sections 4.05 hereof, 4.06 hereof, 4.07 hereof, 4.08
hereof, 4.09 hereof and 5.01(4) hereof shall not be applicable to the Notes (collectively, the
“Suspended Covenants”).



     (b) During any period that the foregoing covenants have been suspended, the Issuer may not
designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to clause (ii) of the
definition of “Unrestricted Subsidiary.”



     (c) In the event that the Issuer and its Restricted Subsidiaries are not subject to the
Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date
(the “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade Rating or
downgrade the rating assigned to the Notes below an Investment Grade Rating, then the Issuer and
its Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants with
respect to future events. The period of time between the Suspension Date and the Reversion Date is
referred to as the “Suspension Period.” Additionally, upon the occurrence of a Covenant Suspension
Event, the amount of Excess Proceeds from Asset Sales shall be reset to zero.



     (d) Notwithstanding the foregoing, in the event of any such reinstatement, no action taken or
omitted to be taken by the Issuer or any of its Restricted Subsidiaries prior to such reinstatement
shall give rise to a Default or Event of Default under this Indenture with respect to the Notes;
provided that (1) with respect to Restricted Payments made after such reinstatement, the amount of
Restricted Payments made shall be calculated as though the limitations contained in Section 4.05
had been in effect prior to, but not during, the Suspension Period; and (2) all Indebtedness
incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period shall be
deemed to have been incurred or issued pursuant to Section 4.07(b)(4).



     (e) The Issuer shall promptly deliver an Officer’s Certificate certifying the occurrence of
any and all Covenant Suspension Events and the date thereof, any and all Reversion Dates, which
shall clearly identify the Suspended Covenants. The Trustee shall have no obligation to monitor
the occurrence of any Covenant Suspension Event or Reversion Date and may rely conclusively on the
information provided to it in the certification described in this paragraph.



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ARTICLE V




SUCCESSORS



     Section 5.01 Merger, Consolidation or Sale of All or Substantially All Assets of the
Issuer. The Issuer may not, directly or indirectly: (a) consolidate or merge with or into or wind
up into another Person (whether or not the Issuer is the surviving corporation); or (b) sell,
assign, transfer, convey or otherwise dispose of all or substantially all of its properties or
assets, in one or more related transactions, to another Person; unless:




     (1) either: (A) the Issuer is the surviving corporation; or (B) the Person formed by
or surviving any such consolidation or merger (if other than the Issuer) or to which such
sale, assignment, transfer, conveyance or other disposition has been made is a Person
organized or existing under the laws of the jurisdiction of organization of the Issuer or
the United States, any state of the United States or the District of Columbia (such Issuer
or the Person, as the case may be, hereinafter referred to as the “Successor Company”);




     (2) the Successor Company (if other than the Issuer) expressly assumes all the
obligations of the Issuer under the Notes, this Indenture and the Registration Rights
Agreement; provided that at all times, a corporation organized and existing under the laws
of the United States of America, any state thereof or the District of Columbia must be an
issuer of the Notes;




     (3) immediately after such transaction no Default or Event of Default exists;




     (4) after giving pro forma effect thereto and any related financing transactions as if
the same had occurred at the beginning of the applicable four-quarter period, either (A) the
Successor Company (if other than the Issuer), would have been permitted to incur at least
$1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth
in Section 4.07(a)(i) hereof determined on a pro forma basis (including pro forma
application of the net proceeds therefrom), as if such transaction had occurred at the
beginning of such four-quarter period, or (B) the Fixed Charge Coverage Ratio for the
Successor Company and its Restricted Subsidiaries would be greater than such ratio for
Vanguard and its Restricted Subsidiaries immediately prior to such transaction; and




     (5) the Issuer shall have delivered to the Trustee a certificate from a Responsible
Officer and an Opinion of Counsel, each stating that such consolidation, merger or transfer
and such amendment or supplement (if any) comply with this Indenture.



     Section 5.02 Successor Corporation Substituted. The Successor Company shall succeed to, and be substituted for, the Issuer under this
Indenture and the Notes. Notwithstanding the provisions of clauses (3) and (4) of Section 5.01
hereof, (a) any Restricted Subsidiary may consolidate with, merge into or transfer all or part of
its properties and assets to Vanguard or to another Restricted Subsidiary and (b) the Issuer may
merge with an Affiliate incorporated solely for the purpose of reincorporating the Issuer in
another state of the United States, so long as the amount of Indebtedness of Vanguard and its
Restricted Subsidiaries is not increased thereby.



     If a direct or indirect parent organized or existing under the laws of the United States, any
state of the United States or the District of Columbia (“Parent”) of Vanguard assumes the
obligations under this Indenture in a transaction which meets the requirements of Section 5.01
hereof, treating Parent as the Successor Company for purposes of such covenant, all obligations of
Vanguard under this Indenture shall be discharged except to the extent that Vanguard is or becomes
a Subsidiary or Restricted Subsidiary. In such event, Parent shall succeed to, and be substituted
for, Vanguard under this Indenture and the Notes.



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ARTICLE VI




DEFAULTS AND REMEDIES



     Section 6.01 Events of Default. An “Event of Default” is defined as any of the following:




     (1) the Issuer defaults in payment when due and payable, upon redemption, acceleration
or otherwise, of the Accreted Value, or premium, if any, on the Notes issued under this
Indenture;




     (2) the Issuer defaults in the payment when due of interest or Additional Interest, if
any, on or with respect to the Notes issued under this Indenture and such default continues
for a period of 30 days;




     (3) the Issuer defaults in the performance of, or breaches any covenant, warranty or
other agreement contained in this Indenture (other than a default in the performance or
breach of a covenant, warranty or agreement which is specifically dealt with in clauses (1)
or (2) above) and such default or breach continues for a period of 60 days after written
notice specifying the default (and demanding that such default be remedied) from the Trustee
or the Holders of 25% or more in aggregate principal amount at maturity of the Notes;




     (4) the Issuer or any Significant Subsidiary defaults under any mortgage, indenture or
instrument under which there is issued or by which there is secured or evidenced any
Indebtedness for money borrowed by Vanguard or any Restricted Subsidiary or the payment of
which is guaranteed by Vanguard or any Restricted Subsidiary (other than Indebtedness owed
to Vanguard or a Restricted Subsidiary), whether such Indebtedness or guarantee now exists
or is created after January 29, 2010, if (A) such default either (i) results from the
failure to pay any such Indebtedness at its Stated Maturity (after giving effect to any
applicable grace periods) or (ii) relates to an obligation other than the obligation to pay
principal of any such Indebtedness at its Stated Maturity and results in the Holder or
Holders of such Indebtedness causing such Indebtedness to become due prior to its Stated
Maturity and (B) the principal amount of such Indebtedness, together with the principal
amount of any other such Indebtedness in default for failure to pay principal at Stated
Maturity (after giving effect to any applicable grace periods), or the maturity of which has
been so accelerated, aggregate $30.0 million or more at any one time outstanding;




     (5) the Issuer or any Significant Subsidiary fails to pay final judgments (other than
any judgments covered by insurance policies issued by reputable and creditworthy insurance
companies) aggregating in excess of $30.0 million, which final judgments remain unpaid,
undischarged and unstayed for a period of more than 60 consecutive days after such judgment
becomes final, and an enforcement proceeding has been commenced by any creditor upon such
judgment or decree which is not promptly stayed;




     (6) the Issuer or any Significant Subsidiary pursuant to or within the meaning of
Bankruptcy Law:




     (A) commences a voluntary case,




     (B) consents to the entry of an order for relief against it in an involuntary
case,




     (C) consents to the appointment of a custodian of it or for all or
substantially all of its property, or




     (D) makes a general assignment for the benefit of its creditors; and




     (7) a court of competent jurisdiction interest an order or decree under Bankruptcy Law
that:




     (A) is for relief against the Issuer or any Significant Subsidiary or any group
of Restricted Subsidiaries that, taken together, would constitute a Significant
Subsidiary in an involuntary case;



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     (B) appoints a custodian of the Issuer or any Significant Subsidiary or any
group of Restricted Subsidiaries that, taken together, would constitute a
Significant Subsidiary or for all or substantially all of the property of the Issuer
or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group
of Restricted Subsidiaries that, taken together, would constitute a Significant
Subsidiary; or




     (C) orders the liquidation of the Issuer or any Significant Subsidiary or any
group of Restricted Subsidiaries that, taken together, would constitute a
Significant Subsidiary; and the order of decree remains unstayed and in effect for
60 consecutive days.



     Section 6.02 Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(6) or (7)
above with respect to the Issuer) shall occur and be continuing, the Trustee or the Holders of at
least 25% at maturity in principal amount of outstanding Notes under this Indenture may declare the
Accreted Value of and accrued interest on such Notes to be due and payable by notice in writing to
the Issuer and the Trustee specifying the respective Event of Default and that it is a “notice of
acceleration” (the “Acceleration Notice”), and the same shall become immediately due and payable.



     Notwithstanding the foregoing, if an Event of Default specified in Section 6.01(6) or (7)
above with respect to the Issuer occurs and is continuing, then all unpaid Accreted Value of, and
premium, if any, and accrued and unpaid interest and Additional Interest on all of the outstanding
Notes shall ipso facto become and be immediately due and payable without any declaration or other
act on the part of the Trustee or any Holder of the Notes.



     Section 6.03 Other Remedies. If an Event of Default occurs and is continuing, the Trustee may pursue any available
remedy to collect the payment of Accreted Value, premium and Additional Interest, if any, on the
Notes or to enforce the performance of any provision of the Notes or this Indenture.



     The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not
produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of a Note
in exercising any right or remedy accruing upon an Event of Default shall not impair the right or
remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.



     Section 6.04 Waiver of Past Defaults.



     (a) At any time after a declaration of acceleration with respect to the Notes issued under
this Indenture as described in the preceding paragraph, the Holders of a majority in principal
amount at maturity of the outstanding Notes issued under this Indenture may rescind and cancel such
declaration and its consequences:




     (1) if the rescission would not conflict with any judgment or decree;




     (2) if all existing Events of Default have been cured or waived except nonpayment of
Accreted Value or interest that has become due solely because of the acceleration;




     (3) to the extent the payment of such interest is lawful, interest on overdue
installments of interest and overdue Accreted Value, which has become due otherwise than by
such declaration of acceleration, has been paid;




     (4) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the
Trustee for its expenses, disbursements and advances; and




     (5) in the event of the cure or waiver of an Event of Default of the type described in
Section 6.01(5), the Trustee shall have received an Officers’ Certificate and an Opinion of
Counsel that such Event of Default has been cured or waived.



     No such rescission shall affect any subsequent Default or impair any right consequent thereto.



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     The Holders of a majority in principal amount at maturity of the Notes issued under this
Indenture may waive any existing Default or Event of Default under this Indenture, and its
consequences, except a default in the payment of the Accreted Value or principal of or interest on
such Notes.



     (b) In the event of any Event of Default specified in clause (4) of Section 6.01 hereof, such
Event of Default and all consequences thereof (excluding, however, any resulting payment default)
shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the
Holders of the Notes, if within 20 days after such Event of Default arose the Issuer delivers an
Officers’ Certificate to the Trustee stating that (1) the Indebtedness or guarantee that is the
basis for such Event of Default has been discharged or (2) the Holders thereof have rescinded or
waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default
or (3) the default that is the basis for such Event of Default has been cured, it being understood
that in no event shall an acceleration of the Accreted Value of the Notes as described above be
annulled, waived or rescinded upon the happening of any such events.



     Section 6.05 Control by Majority. Holders of a majority in aggregate principal amount at maturity of the then outstanding
Notes have the right to direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee or exercising any trust or power conferred on it. However, the
Trustee may refuse to follow any direction that conflicts with law or this Indenture that the
Trustee determines may be unduly prejudicial to the rights of other Holders of Notes or that may
involve the Trustee in personal liability.



     Section 6.06 Limitation on Suits. A Holder may pursue a remedy with respect to this Indenture or the Notes only if:




     (1) such Holder has previously given the Trustee written notice that an Event of
Default is continuing;




     (2) Holders of at least 25% in aggregate principal amount at maturity of the then
outstanding Notes make a written request to the Trustee to pursue the remedy;




     (3) such Holder or Holders offer and, if requested, provide to the Trustee security or
indemnity satisfactory to the Trustee against any loss, liability or expense;




     (4) the Trustee does not comply with the request within 60 days after receipt of the
request and the offer of security or indemnity; and




     (5) during such 60-day period, Holders of a majority in aggregate principal amount at
maturity of the then outstanding Notes do not give the Trustee a direction inconsistent with
such request.



     A Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a
Note or to obtain a preference or priority over another Holder of a Note.



     Section 6.07 Rights of Holders of Notes to Receive Payment. Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to
receive payment of Accreted Value, premium and Additional Interest, if any, on the Note, on or
after the respective due dates expressed in the Note (including in connection with an offer to
purchase), or to bring suit for the enforcement of any such payment on or after such respective
dates, shall not be impaired or affected without the consent of such Holder.



     Section 6.08 Collection Suit by Trustee. If an Event of Default specified in Section 6.01(1) or (2) hereof occurs and is continuing,
the Trustee is authorized to recover judgment in its own name and as trustee of an express trust
against the Issuer for the whole amount of Accreted Value of, premium and Additional Interest, if
any, remaining unpaid on, the Notes and interest on overdue Accreted Value and, to the extent
lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel.



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     Section 6.09 Trustee May File Proofs of Claim. The Trustee is authorized to file such proofs of claim and other papers or documents as may
be necessary or advisable in order to have the claims of the Trustee (including any claim for the
reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Issuer
(or any other obligor upon the Notes), its creditors or its property and shall be entitled and
empowered to collect, receive and distribute any money or other property payable or deliverable on
any such claims and any custodian in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the
reasonable and documented compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To the extent
that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the
estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured
by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and
other properties that the Holders may be entitled to receive in such proceeding whether in
liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein
contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting
the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim
of any Holder in any such proceeding.



     Section 6.10 Priorities. If the Trustee collects any money pursuant to this Article VI, it shall pay out the money
in the following order:




     First: to the Trustee, its agents and attorneys for amounts due under Section 7.07
hereof, including payment of all compensation, expenses and liabilities incurred, and all
advances made, by the Trustee and the costs and expenses of collection;




     Second: to Holders of Notes for amounts due and unpaid on the Notes for Accreted
Value, premium and Additional Interest, if any, ratably, without preference or priority of
any kind, according to the amounts due and payable on the Notes for Accreted Value, premium
and Additional Interest, if any and interest, respectively; and




     Third: to the Issuer or to such party as a court of competent jurisdiction shall
direct in writing.



     The Trustee may fix a record date and payment date for any payment to Holders of Notes
pursuant to this Section 6.10.



     Section 6.11 Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit
against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion
may require the filing by any party litigant in the suit of an undertaking to pay the costs of the
suit, and the court in its discretion may assess reasonable costs, including reasonable and
documented attorneys’ fees and expenses against any party litigant in the suit, having due regard
to the merits and good faith of the claims or defenses made by the party litigant. This Section
6.11 does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07
hereof, or a suit by Holders of more than 10% in aggregate principal amount at maturity of the then
outstanding Notes.



ARTICLE VII




TRUSTEE



     Section 7.01 Duties of Trustee.



     (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of
the rights and powers vested in it by this Indenture, and use the same degree of care and skill in
its exercise, as a prudent person would exercise or use under the circumstances in the conduct of
such person’s own affairs.



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     (b) Except during the continuance of an Event of Default:




     (1) the duties of the Trustee shall be determined solely by the express provisions of
this Indenture and the Trustee need perform only those duties that are specifically set
forth in this Indenture and no others, and no implied covenants or obligations shall be read
into this Indenture against the Trustee; and




     (2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the requirements of this
Indenture. However, with respect to certificates or opinions specifically required by any
provision hereof to be furnished to it, the Trustee shall examine the certificates and
opinions to determine whether or not they conform to the requirements of this Indenture (but
shall have no duty to verify the accuracy of calculations or other matters set forth
herein).



     (c) The Trustee may not be relieved from liabilities for its own negligent action, its own
negligent failure to act, or its own willful misconduct, except that:




     (1) this paragraph does not limit the effect of paragraph (b) of this Section 7.01;




     (2) the Trustee shall not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the
pertinent facts; and




     (3) the Trustee shall not be liable with respect to any action it takes or omits to
take in good faith in accordance with a direction received by it pursuant to Section 6.05
hereof.



     (d) whether or not therein expressly so provided, every provision of this Indenture that in
any way relates to the Trustee is subject to paragraphs (a), (b), and (c) of this Section 7.01.



     (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds
or incur any liability.



     (f) The Trustee shall not be liable for interest on any money received by it except as the
Trustee may agree in writing with the Issuer. Money held in trust by the Trustee need not be
segregated from other funds except to the extent required by law.



     Section 7.02 Rights of Trustee.



     (a) The Trustee may conclusively rely upon any document believed by it to be genuine and to
have been signed or presented by the proper Person. The Trustee need not investigate any fact or
matter stated in the document.



     (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate
or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits
to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee
may consult with counsel of its own selection and the advice of such counsel or any Opinion of
Counsel shall be full and complete authorization and protection from liability in respect of any
action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.



     (c) The Trustee may act through its attorneys and agents and shall not be responsible for the
misconduct or negligence of any agent appointed with due care.



     (d) The Trustee shall not be liable for any action it takes or omits to take in good faith
that it believes to be authorized or within the rights or powers conferred upon it by this
Indenture.



     (e) Unless otherwise specifically provided in this Indenture, any demand, request, direction
or notice from the Issuer shall be sufficient if signed by an Officer of the Issuer.



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     (f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in
it by this Indenture at the request, order or direction of any of the Holders unless such Holders
have offered to the Trustee indemnity satisfactory to it or security satisfactory to it against any
losses, liabilities or expenses.



     (g) In no event shall the Trustee be responsible or liable for special, indirect, or
consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit)
irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and
regardless of the form of action.



     (h) Except with respect to Section 4.01, the Trustee shall have no duty to inquire as to the
performance of the Issuer with respect to the covenants contained in Article IV. In addition, the
Trustee shall not be deemed to have knowledge of an Event of Default except (i) any Default or
Event of Default occurring pursuant to Sections
4.01, 6.01(1) or 6.01(2) or (ii) any Default or Event of Default of which the Trustee shall
have received written notification or obtained actual knowledge.



     (i) The rights, privileges, protections, immunities and benefits given to the Trustee,
including, without limitation, its right to be indemnified, are extended to, and shall be
enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and
other Person employed to act hereunder.



     (j) The Trustee may request that the Issuer deliver an Officers’ Certificate setting forth the
names of individuals and/or titles of officers authorized at such time to take specified actions
pursuant to this Indenture, which Officers’ Certificate may be signed by any person authorized to
sign an Officers’ Certificate, including any person specified as so authorized in any such
certificate previously delivered and not superseded.



     (k) Delivery of reports, information and documents to the Trustee under Section 4.03 is for
informational purposes only and the Trustee’s receipt of the foregoing shall not constitute
constructive notice of any information contained therein or determinable from information contained
therein, including the Issuer’s compliance with any of its covenants hereunder (as to which the
Trustee is entitled to rely exclusively on Officers’ Certificates).



     (l) The Issuer shall provide to the Trustee on a timely basis such information as the Trustee
requires to enable the Trustee to prepare and file any form required to be submitted by the Issuer
with the Internal Revenue Service and the Holders relating to original issue discount, including,
without limitation, Form 1099-OID or any successor form.



     Section 7.03 Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of
Notes and may otherwise deal with the Issuer or any Affiliate of the Issuer with the same rights it
would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting
interest it must eliminate such conflict within 90 days, apply to the Commission for permission to
continue as trustee or resign. Any Agent may do the same with like rights and duties. The Trustee
is also subject to Sections 7.10 and 7.11 hereof.



     Section 7.04 Trustee’s Disclaimer. The Trustee shall not be responsible for and makes no representation as to the validity or
adequacy of this Indenture or the Notes, it shall not be accountable for the Issuer’s use of the
proceeds from the Notes or any money paid to the Issuer or upon the Issuer’s direction under any
provision of this Indenture, it shall not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee, and it shall not be responsible for any
statement or recital herein or any statement in the Notes or any other document in connection with
the sale of the Notes or pursuant to this Indenture other than its certificate of authentication.



     Section 7.05 Notice of Defaults. If a Default or Event of Default occurs and is continuing and if it is known to the
Trustee, the Trustee shall mail to Holders of Notes a notice of the Default or Event of Default
within 90 days after it occurs. Except in the case of a Default or Event of Default in payment of
Accreted Value, premium or Additional Interest, if any, or interest on, any Note, the Trustee may
withhold the notice if and so long as a committee of its Responsible Officers in good faith
determines that withholding the notice is in the interests of the Holders of the Notes.



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     Section 7.06 Reports by Trustee to Holders of the Notes.



     (a) Within 60 days after each May 15 beginning with the May 15 following the date of this
Indenture, and for so long as Notes remain outstanding, the Trustee shall mail to the Holders of
the Notes a brief report dated as of such reporting date that complies with TIA Section 313(a) (but
if no event described in TIA Section 313(a) has occurred within the twelve months preceding the
reporting date, no report need be transmitted).



     The Trustee also shall comply with TIA Section 313(b)(2). The Trustee shall also transmit by
mail all reports as required by TIA Section 313(c).



     (b) A copy of each report at the time of its mailing to the Holders of Notes shall be mailed
by the Trustee to the Issuer and filed by the Trustee with the Commission and each stock exchange
on which the Notes are listed in accordance with TIA Section 313(d). The Issuer shall promptly
notify the Trustee when the Notes are listed on any stock exchange or delisted therefrom.



     Section 7.07 Compensation and Indemnity.



     (a) The Issuer shall pay to the Trustee from time to time compensation for its acceptance of
this Indenture and services hereunder as shall be agreed upon in writing. The Trustee’s
compensation shall not be limited by any law on compensation of a trustee of an express trust. The
Issuer shall reimburse the Trustee promptly upon request for all reasonable and documented
disbursements, advances and expenses incurred or made by it in addition to the compensation for its
services. Such expenses shall include the reasonable and documented compensation, disbursements
and expenses of the Trustee’s agents and counsel.



     (b) The Issuer and each Guarantor, if any, jointly and severally, shall indemnify the Trustee
(including the Trustee’s officers, directors, employees and agents) against any and all losses,
liabilities, claims, damages or expenses incurred by it arising out of or in connection with the
acceptance or administration of its duties under this Indenture, including the reasonable and
documented costs and expenses of enforcing this Indenture against the Issuer and the Guarantors, if
any, (including this Section 7.07) and defending itself against any claim (whether asserted by the
Issuer, the Guarantors, if any, any Holder or any other Person) or liability in connection with the
exercise or performance of any of its powers or duties hereunder, except to the extent any such
loss, liability or expense may be attributable to its own negligence, bad faith or willful
misconduct. The Trustee shall notify the Issuer promptly of any claim of which a Responsible
Officer has received written notice for which it may seek indemnity. Failure by the Trustee to so
notify the Issuer shall not relieve the Issuer or any of the Guarantors, if any, of their
obligations hereunder. The Issuer or such Guarantor, if any, shall defend the claim and the
Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Issuer and
the Guarantors, if any, as applicable, shall pay the reasonable and documented fees and expenses of
such counsel; provided, however, that the Issuer and any Guarantor, if any, shall not be required
to pay such fees and expenses if it assumes such indemnified parties’ defense and, in such
indemnified parties’ reasonable judgment, there is no conflict of interest between the Issuer and
the Guarantors, if any, as applicable, and such parties in connection with such defense. Neither
the Issuer nor any Guarantor, if any, need pay for any settlement made without its consent, which
consent shall not be unreasonably withheld.



     (c) The obligations of the Issuer and the Guarantors, if any under this Section 7.07 shall
survive the satisfaction and discharge of this Indenture and the earlier resignation or removal of
the Trustee.



     (d) To secure the Issuer’s and the Guarantors’, if any, payment obligations in this Section
7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected
by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such
Lien shall survive the satisfaction and discharge of this Indenture and the earlier resignation or
removal of the Trustee.



     (e) When the Trustee incurs expenses or renders services after an Event of Default specified
in Section 6.01(7) or (8) hereof occurs, the expenses and the compensation for the services
(including the fees and expenses of its agents and counsel) are intended to constitute expenses of
administration under any Bankruptcy Law.



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     (f) The Trustee shall comply with the provisions of TIA Section 313(b)(2) to the extent
applicable.



     Section 7.08 Replacement of Trustee.



     (a) A resignation or removal of the Trustee and appointment of a successor Trustee shall
become effective only upon the successor Trustee’s acceptance of appointment as provided in this
Section 7.08.



     (b) The Trustee may resign in writing at any time and be discharged from the trust hereby
created by so notifying the Issuer. The Holders of a majority in aggregate principal amount at
maturity of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the
Issuer in writing. The Issuer may remove the Trustee if:




     (1) the Trustee fails to comply with Section 7.10 hereof;




     (2) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is
entered with respect to the Trustee under any Bankruptcy Law;




     (3) a custodian or public officer takes charge of the Trustee or its property; or




     (4) the Trustee becomes incapable of acting.



     (c) If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for
any reason, the Issuer shall promptly appoint a successor Trustee. Within one year after the
successor Trustee takes office, the Holders of a majority in principal amount at maturity of the
then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed
by the Issuer.



     (d) If a successor Trustee does not take office within 60 days after the retiring Trustee
resigns or is removed, the retiring Trustee, the Issuer, or the Holders of at least 10% in
principal amount at maturity of the then outstanding Notes may petition, at the expense of the
Issuer, any court of competent jurisdiction for the appointment of a successor Trustee.



     (e) If the Trustee, after written request by any Holder who has been a Holder for at least six
months, fails to comply with Section 7.10 hereof, such Holder may petition, at the expense of the
Issuer, any court of competent jurisdiction for the removal of the Trustee and the appointment of a
successor Trustee.



     (f) A successor Trustee shall deliver a written acceptance of its appointment to the retiring
Trustee and to the Issuer. Thereupon, the resignation or removal of the retiring Trustee shall
become effective, and the successor Trustee shall have all the rights, powers and duties of the
Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to
Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the
successor Trustee; provided all sums owing to the Trustee hereunder have been paid and subject to
the Lien provided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant
to this Section 7.08, the Issuer’s obligations under Section 7.07 hereof shall continue for the
benefit of the retiring Trustee.



     Section 7.09 Successor Trustee by Merger, etc.If the Trustee consolidates, merges or converts into, or transfers all or substantially all of
its corporate trust business to, another corporation, the successor corporation without any further
act shall be the successor Trustee.



     Section 7.10 Eligibility; Disqualification. There shall at all times be a Trustee hereunder that is a corporation organized and doing
business under the laws of the United States of America or of any state thereof that is authorized
under such laws to exercise corporate trustee power, that is subject to supervision or examination
by federal or state authorities and that has a combined capital and surplus of at least $50.0
million as set forth in its most recent published annual report of condition.



     This Indenture shall always have a Trustee who satisfies the requirements of TIA Section
310(a)(1), (2) and (5). The Trustee is subject to TIA Section 310(b).



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     Section 7.11 Preferential Collection of Claims Against the Issuer. The Trustee is subject to TIA Section 311(a), excluding any creditor relationship listed in
TIA Section 311(b). A Trustee who has resigned or been removed shall be subject to TIA Section
311(a) to the extent indicated therein.



ARTICLE VIII




LEGAL DEFEASANCE AND COVENANT DEFEASANCE



     Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance. The Issuer may at any time, at the option of its Board of Directors evidenced by a
resolution set forth in an Officer’s Certificate, elect to have either Section 8.02 or 8.03 hereof
be applied to all outstanding Notes upon compliance with the conditions set forth below in this
Article VIII.



     Section 8.02 Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this
Section 8.02, the Issuer shall, subject to the satisfaction of the conditions set forth in Section
8.04 hereof, be deemed to have been discharged from its obligations with respect to all outstanding
Notes on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”).
For this purpose, Legal Defeasance means that the Issuer shall be deemed to have paid and
discharged the entire Indebtedness represented by the outstanding Notes which shall thereafter be
deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of
this Indenture referred to in clauses (1) and (2) below, and to have satisfied all its other
obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense
of the Issuer, shall execute proper instruments acknowledging the same), except for the following
provisions which shall survive until otherwise terminated or discharged hereunder:




     (1) the rights of Holders of outstanding Notes issued hereunder to receive payments in
respect of the Accreted Value, or interest or premium and Additional Interest, if any, on,
such Notes when such payments are due from the trust referred to in Section 8.04 hereof;




     (2) the Issuer’s obligations with respect to such Notes under Article II and Section
4.02 hereof;




     (3) the rights, powers, trusts, duties, protections, indemnities and immunities of the
Trustee hereunder and the Issuer’s obligations in connection therewith; and




     (4) this Article VIII.



     Subject to compliance with this Article VIII, the Issuer may exercise its option under this
Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.



     Section 8.03 Covenant Defeasance. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this
Section 8.03, the Issuer shall, subject to the satisfaction of the conditions set forth in Section
8.04 hereof, be released from its obligations under the covenants contained in Sections 4.03, 4.05,
4.06, 4.07, 4.08, 4.09, 4.10, 4.11 and 4.12 and clauses (3) and (4) of Section 5.01 hereof with
respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04
hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed
not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of
Holders (and the consequences of any thereof) in connection with such covenants, but shall continue
to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes
shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance
means that, with respect to the outstanding Notes, the Issuer may
omit to comply with and shall have no liability in respect of any term, condition or
limitation set forth in any such covenant, whether directly or indirectly, by reason of any
reference elsewhere herein to any such covenant or by reason of any reference in any such covenant
to any other provision herein or in any other document and such omission to comply shall not
constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified
above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition,
upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03,
subject



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to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(3)
through 6.01(5) hereof shall not constitute Events of Default.



     Section 8.04 Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section
8.02 or 8.03 hereof:




     (1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of
the Holders of the Notes issued hereunder, cash in U.S. dollars, non-callable Government
Securities, or a combination of cash in U.S. dollars and non-callable Government Securities,
in such amounts as shall be sufficient, in the opinion of a nationally recognized firm of
independent public accountants, to pay the Accreted Value or principal of, or interest and
premium and Additional Interest, if any, on, the outstanding Notes issued hereunder on the
stated maturity thereof or on the applicable redemption date, as the case may be, and the
Issuer must specify whether the Notes are being defeased to such stated maturity or to a
particular redemption date;




     (2) in the case of an election under Section 8.02 hereof, the Issuer must deliver to
the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that:




     (A) the Issuer has received from, or there has been published by, the Internal
Revenue Service a ruling; or




     (B) there has been a change in the applicable federal income tax law, in either
case to the effect that, and based thereon such Opinion of Counsel shall confirm
that, subject to customary assumptions and exclusions, the Holders of the respective
outstanding Notes shall not recognize income, gain or loss for federal income tax
purposes as a result of such Legal Defeasance and shall be subject to federal income
tax on the same amounts, in the same manner and at the same times as would have been
the case if such Legal Defeasance had not occurred;




     (3) in the case of an election under Section 8.03 hereof, the Issuer must deliver to
the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that,
subject to customary assumptions and exclusions, the Holders of the respective outstanding
Notes shall not recognize income, gain or loss for federal income tax purposes as a result
of such Covenant Defeasance and shall be subject to federal income tax on the same amounts,
in the same manner and at the same times as would have been the case if such Covenant
Defeasance had not occurred;




     (4) no Default or Event of Default shall have occurred and be continuing on the date of
such deposit (other than a Default or Event of Default resulting from the borrowing of funds
to be applied to such deposit and the grant of Liens in connection therewith) or insofar as
Events of Default (other than Events of Default resulting from the borrowing of funds to be
applied to such deposit and the granting of Liens in connection therewith) resulting from
the borrowing of funds or insolvency events are concerned, at any time in the period ending
on the 91st day after the date of deposit;




     (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or
violation of, or constitute a default under the Credit Agreement or any other material
agreement or instrument (other than this Indenture) to which Vanguard or any of its
Restricted Subsidiaries is a party or by which Vanguard or any of its Restricted
Subsidiaries is bound;




     (6) the Issuer must deliver to the Trustee an Officers’ Certificate stating that the
deposit was not made by the Issuer with the intent of preferring the Holders of Notes over
the other creditors of the Issuer with the intent of defeating, hindering, delaying or
defrauding creditors of the Issuer or others; and




     (7) the Issuer must deliver to the Trustee an Officers’ Certificate and an Opinion of
Counsel, subject to customary assumptions and exclusions, each stating that all conditions
precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied
with.



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     Section 8.05 Deposited Money and Government Securities to be Held in Trust; Other
Miscellaneous Provisions. Subject to Section 8.06 hereof, all money and non-callable Government Securities (including
the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for
purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the
outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or through any Paying
Agent (including the Issuer acting as Paying Agent) as the Trustee may determine, to the Holders of
such Notes of all sums due and to become due thereon in respect of principal, premium and
Additional Interest, if any, and interest, but such money need not be segregated from other funds
except to the extent required by law.



     The Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on
or assessed against the cash or non-callable Government Securities deposited pursuant to Section
8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee
or other charge which by law is for the account of the Holders of the outstanding Notes.



     Notwithstanding anything in this Article VIII to the contrary, the Trustee shall deliver or
pay to the Issuer from time to time upon the request of the Issuer any money or non-callable
Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of a
nationally recognized firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(1) hereof),
are in excess of the amount thereof that would then be required to be deposited to effect an
equivalent Legal Defeasance or Covenant Defeasance.



     Section 8.06 Repayment to Issuer. Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer, in
trust for the payment of the Accreted Value of, principal of, premium or Additional Interest, if
any, on, any Note and remaining unclaimed for two years after such Accreted Value, principal,
premium or Additional Interest, if any, has become due and payable shall be paid to the Issuer on
its request or (if then held by the Issuer) shall be discharged from such trust; and the Holder of
such Note shall thereafter be permitted to look only to the Issuer for payment thereof, and all
liability of the Trustee or such Paying Agent with respect to such trust money, and all liability
of the Issuer as trustee thereof, shall thereupon cease; provided, however, that the Trustee or
such Paying Agent, before being required to make any such repayment, may at the expense of the
Issuer cause to be published once, in the New York Times and The Wall Street Journal (national
edition), notice that such money remains unclaimed and that, after a date specified therein, which
shall not be less than 30 days from the date of such notification or publication, any unclaimed
balance of such money then remaining shall be repaid to the Issuer.



     Section 8.07 Reinstatement. If the Trustee or Paying Agent is unable to apply any U.S. dollars or non-callable
Government Securities in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason
of any order or judgment of any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, then the Issuer’s obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03
hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in
accordance with Section 8.02 or 8.03 hereof, as the case may be; provided, however, that, if the
Issuer makes any payment of Accreted Value, principal of, premium or Additional Interest, if any,
on any Note following the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of
such Notes to receive such payment from the money held by the Trustee or Paying Agent.



ARTICLE IX




AMENDMENT, SUPPLEMENT AND WAIVER



     Section 9.01 Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Issuer and the Trustee may amend or
supplement this Indenture or the Notes without the consent of any Holder of Notes:




     (1) to cure any ambiguity, defect or inconsistency;




     (2) to provide for uncertificated Notes in addition to or in place of certificated
Notes;



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     (3) to provide for the assumption of the Issuer’s obligations to Holders of the Notes
by a successor to the Issuer pursuant to Article V;




     (4) to make any change that would provide any additional rights or benefits to the
Holders of Notes or that does not adversely affect the legal rights hereunder of any such
Holder;




     (5) to comply with requirements of the Commission in order to effect or maintain the
qualification of this Indenture under the TIA;




     (6) to add a Guarantee with respect to the Notes or to release a Guarantee of the
Notes;




     (7) to conform the text of this Indenture or the Notes to any provision of the
“Description of Senior Discount Notes” in the Offering Memorandum to the extent that such
provision in the Description of Senior Discount Notes in the Offering Memorandum was
intended to be a verbatim recitation of a provision of this Indenture or the Notes; or




     (8) to evidence and provide for the acceptance and appointment under this Indenture of
a successor Trustee thereunder pursuant to the requirements thereof.



     Upon the request of the Issuer accompanied by a resolution of its Board of Directors
authorizing the execution of any such amended or supplemental indenture, and upon receipt by the
Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer
in the execution of any amended or supplemental indenture authorized or permitted by the terms of
this Indenture and to make any further appropriate agreements and stipulations that may be therein
contained, but the Trustee shall not be obligated to enter into such amended or supplemental
indenture that affects its own rights, duties or immunities under this Indenture or otherwise.



     Section 9.02 With Consent of Holders of Notes.



     (a) Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or
supplement this Indenture (including, without limitation, Sections 4.08 and 4.11 hereof) and the
Notes with the consent of the Holders of at least a majority in aggregate principal amount at
maturity of the then outstanding Notes voting as a single class (including, without limitation,
consents obtained in connection with a tender offer or exchange offer for, or purchase of, the
Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default
(other than a Default or Event of Default in the payment of the Accreted Value of, premium or
Additional Interest, if any, or interest on, the Notes, except a payment default resulting from an
acceleration that has been rescinded) or compliance with any provision of this Indenture or the
Notes may be waived with the consent of the Holders of a majority in aggregate principal amount at
maturity of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents
obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes).
Section 2.08 hereof shall determine which Notes are considered to be “outstanding” for purposes of
this Section 9.02.



     (b) Upon the request of the Issuer accompanied by a resolution of its Board of Directors
authorizing the execution of any such amended or supplemental indenture, and upon the filing with
the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as
aforesaid, and upon receipt by the Trustee of the documents described in Section 9.06 hereof, the
Trustee shall join with the Issuer in the execution of such amended or supplemental indenture
unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or
immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but
shall not be obligated to, enter into such amended or supplemental Indenture.



     (c) It is not be necessary for the consent of the Holders under this Section 9.02 to approve
the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such
consent approves the substance thereof.



     (d) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the
Issuer shall mail to the Holders of Notes affected thereby a notice briefly describing the
amendment, supplement or waiver.



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Any failure of the Issuer to mail such notice, or any defect
therein, shall not, however, in any way impair or affect the validity of any such amendment,
supplement or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in
aggregate principal amount at maturity of the Notes then outstanding voting as a single class may
waive compliance in a particular instance by the Issuer with any provision of this Indenture or the
Notes. However, without the consent of each Holder affected, an amendment, supplement or waiver
under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):




     (1) reduce the Accreted Value or principal amount at maturity of Notes issued hereunder
whose Holders must consent to an amendment, supplement or waiver;




     (2) reduce the Accreted Value or principal amount at maturity of or change the fixed
maturity of any Note or alter the provisions with respect to the redemption of the Notes
issued hereunder (other than provisions relating to Sections 4.08 and 4.11 hereof);




     (3) reduce the rate of or change the time for payment of interest on any Note issued
hereunder;




     (4) waive a Default or Event of Default in the payment of Accreted Value or principal
of, or interest or premium or Additional Interest, if any, on the Notes issued hereunder
(except a rescission of acceleration of the Notes by the Holders of at least a majority in
aggregate principal amount at maturity of the Notes issued hereunder and a waiver of the
payment default that resulted from such acceleration);




     (5) make any Note payable in money other than that stated in the Notes;




     (6) make any change in the provisions of this Indenture relating to waivers of past
Defaults or the rights of Holders of Notes to receive payments of Accreted Value or
principal of, or interest or premium or Additional Interest, if any, on, the Notes issued
hereunder;




     (7) waive a redemption payment with respect to any Note issued hereunder (other than a
payment required by Section 4.08 or 4.11 hereof);




     (8) make any change in the preceding amendment and waiver provisions; or




     (9) modify or change any provision of this Indenture or the related definitions
affecting the ranking of the Notes in a manner that would materially adversely affect the
Holders of the Notes.



     Section 9.03 Compliance with Trust Indenture Act. Every amendment or supplement to this Indenture or the Notes shall be set forth in an
amended or supplemental indenture that complies with the TIA as then in effect.



     Section 9.04 Revocation and Effect of Consents. Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of
a Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or
portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of
the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a
Note may revoke the consent as to its Note if the Trustee receives written notice of revocation
before the date the amendment, supplement or waiver becomes effective. After an amendment,
supplement or waiver becomes effective in accordance with its terms, it thereafter binds every
Holder.



     Section 9.05 Notation on or Exchange of Notes. The Trustee may place an appropriate notation about an amendment, supplement or waiver on
any Note thereafter authenticated. The Issuer in exchange for all Notes may issue and the Trustee
shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment,
supplement or waiver. Failure to make the appropriate notation or issue a new Note shall not
affect the validity and effect of such amendment, supplement or waiver.



     Section 9.06 Trustee to Sign Amendments, etc. The Trustee shall sign any amended or supplemental indenture authorized pursuant to this
Article IX if the amendment or supplement does not adversely affect the rights,



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duties, liabilities
or immunities of the Trustee. The Issuer may not sign an amended or supplemental indenture until
the Board of Directors of the Issuer approves it. In executing any amended or supplemental
indenture, the Trustee shall be provided with and (subject to Section 7.01 hereof) shall be fully
protected in relying upon, in addition to the documents required by Section 12.04 hereof, an
Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or
supplemental indenture is authorized or permitted by this Indenture.



ARTICLE X




GUARANTEES



     Section 10.01 Guarantees.



     (a) Subject to this Article X, each Guarantor, if any, hereby jointly and severally,
irrevocably and unconditionally guarantees on a senior unsecured basis as a primary obligor and not
merely as a surety, to each Holder and to the Trustee and its successors and assigns:




     (1) the full and punctual payment when due, whether at Stated Maturity, by
acceleration, by redemption or otherwise, of all obligations of the Issuer under this
Indenture (including obligations to the Trustee) and the Notes, whether for payment of
Accreted Value of, premium, if any, or Additional Interest on in respect of the Notes and
all other monetary obligations of the Issuer under this Indenture and the Notes; and




     (2) the full and punctual performance within applicable grace periods of all other
obligations of the Issuer whether for fees, expenses, indemnification or otherwise under
this Indenture and the Notes (all the foregoing being hereinafter collectively called the
“Guaranteed Obligations”).



     Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in
whole or in part, without notice or further assent from each such Guarantor, and that each such
Guarantor shall remain bound under this Article X notwithstanding any extension or renewal of any
Guaranteed Obligation.



     (b) The Guarantors, if any, hereby agree that their obligations hereunder are unconditional,
irrespective of the validity, regularity or enforceability of the Notes or this 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 Issuer, any
action to enforce the same or any other circumstance which might otherwise constitute a legal or
equitable discharge or defense of a Guarantor. Each Guarantor waives presentation to, demand of
payment from and protest to the Issuer of any of the Guaranteed Obligations and also waives notice
of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or the
Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (i)
the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or
remedy against the Issuer or any other Person under this Indenture, the Notes or any other
agreement or otherwise; (ii) any extension or renewal of this Indenture, the Notes or any other
agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or
provisions of this Indenture, the Notes or any other agreement; (iv) the release of any security
held by any Holder or the Trustee for the Guaranteed Obligations or any Guarantor; (v) the failure
of any Holder or Trustee to exercise any right or remedy against any other guarantor of the
Guaranteed Obligations; or (vi) any change in the ownership of such Guarantor, except as provided
in Section 10.03.



     (c) If any Holder or the Trustee is required by any court or otherwise to return to the
Issuer, the Guarantor or any custodian, trustee, liquidator or other similar official acting in
relation to either the Issuer or the Guarantors, any amount paid by either to the Trustee or such
Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and
effect. Each Guarantor hereby waives any right to which it may be entitled to have its obligations
hereunder divided among the Guarantors, such that such Guarantor’s obligations would be less than
the full amount claimed. Each Guarantor hereby waives any right to which it may be entitled to
have the assets of the Issuer first be used and depleted as payment of the Issuer’s or such
Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Guarantor
hereunder. Each Guarantor hereby waives any right to which it may be entitled to require that the
Issuer be sued prior to an action being initiated against such Guarantor.



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     (d) Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of
payment, performance and compliance when due (and not a guarantee of collection) and waives any
right to require that any resort be had by any Holder or the Trustee to any security held for
payment of the Guaranteed Obligations.



     (e) Except as expressly set forth in Sections 8.01, 10.02, 10.03 and 10.07, the obligations of
each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or
termination for any reason, including any claim of waiver, release, surrender, alteration or
compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or
termination whatsoever or by reason of the invalidity, illegality or unenforceability of the
Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the
obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by
the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy
under this Indenture, the Notes or any other agreement, by any waiver or modification of any
thereof, by any default, failure or delay, willful or otherwise, in the performance of the
obligations, or by any other act or thing or omission or delay to do any other act or thing which
may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise
operate as a discharge of any Guarantor as a matter of law or equity.



     (f) Each Guarantor agrees that its Guarantee shall remain in full force and effect until
payment in full of all the Guaranteed Obligations. Each Guarantor further agrees that its
Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any
time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is
rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or
reorganization of the Issuer or otherwise.



     (g) In furtherance of the foregoing and not in limitation of any other right which any Holder
or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of
the Issuer to pay the principal of or interest on any Guaranteed obligation when and as the same
shall become due, whether at maturity, by
acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed
Obligation, each Guarantor hereby promises to and shall, upon receipt of written demand by the
Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal
to the sum of (i) the unpaid principal amount of such Guaranteed Obligations, (ii) accrued and
unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by applicable
law) and (iii) all other monetary obligations of the Issuer to the Holders and the Trustee.



     (h) Each Guarantor agrees that it shall not be entitled to any right of subrogation in
relation to the Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in
full of all Guaranteed Obligations. Each Guarantor further agrees that, as between it, on the one
hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed
Obligations guaranteed hereby may be accelerated as provided in Article VI for the purposes of any
Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (y) in the event of
any declaration of acceleration of such Guaranteed Obligations as provided in Article VI, such
Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by
such Guarantor for the purposes of this Section 10.01.



     (i) Each Guarantor also agrees to pay any and all costs and expenses (including reasonable
attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under
this Section 10.01.



     (j) Upon request of the Trustee, each Guarantor shall execute and deliver such further
instruments and do such further acts as may be reasonably necessary or proper to carry out more
effectively the purpose of this Indenture.



     Section 10.02 Limitation on Liability. Any term or provision of this Indenture to the contrary notwithstanding, the maximum
aggregate amount of the Guaranteed Obligations guaranteed hereunder by any Guarantor shall not
exceed the maximum amount that can be hereby guaranteed without rendering this Indenture, as it
relates to such Guarantor, voidable under applicable fraudulent conveyance or fraudulent transfer
provisions of the United States Bankruptcy Code or any comparable provisions of State law or
similar laws affecting the rights of creditors generally.



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     Section 10.03 Release. A Guarantee as to any Guarantor shall terminate and be of no further force or effect and
such Guarantor shall automatically and unconditionally be released and discharged from all of its
obligations under this Article X if:




     (a) all of its assets or Capital Stock is sold or transferred, in each case in a
transaction in compliance with Section 4.08 hereof;




     (b) such Guarantor is designated an Unrestricted Subsidiary in accordance with the
terms of this Indenture;




     (c) the release or discharge of the guarantee by such Restricted Subsidiary of
Indebtedness of Vanguard or the repayment of the Indebtedness which resulted in the
obligation to guarantee the Notes; or




     (d) the exercise by Vanguard of its legal defeasance option or covenant defeasance
option pursuant to Article VIII hereof.



     Section 10.04 Successors and Assigns. This Article X shall be binding upon each Guarantor and its successors and assigns and
shall inure to the benefit of the successors and assigns of the Trustee and the Holders and, in the
event of any transfer or assignment of rights by any Holder or the Trustee, the rights and
privileges conferred upon that party in this Indenture and in the Notes shall automatically extend
to and be vested in such transferee or assignee, all subject to the terms and conditions of this
Indenture.



     Section 10.05 No Waiver. Neither a failure nor a delay on the part of either the Trustee or the Holders in
exercising any right, power or privilege under this Article X shall operate as a waiver thereof,
nor shall a single or partial exercise thereof preclude any other or further exercise of any right,
power or privilege. The rights, remedies and benefits of the Trustee and the Holders herein
expressly specified are cumulative and not exclusive of any other rights, remedies or benefits
which either may have under this Article X at law, in equity, by statute or otherwise.



     Section 10.06 Modification. No modification, amendment or waiver of any provision of this Article X, nor the consent to
any departure by any Guarantor therefrom, shall in any event be effective unless the same shall be
in writing and signed by the Trustee, and then such waiver or consent shall be effective only in
the specific instance and for the purpose for which given. No notice to or demand on any Guarantor
in any case shall entitle such Guarantor to any other or further notice or demand in the same,
similar or other circumstances.



     Section 10.07 Execution of Supplemental Indenture for Future Guarantors. Each Subsidiary and other Person which is required to become a Guarantor pursuant to
Section 4.14 shall promptly execute and deliver to the Trustee a supplemental indenture in the form
of Exhibit E hereto pursuant to which such Subsidiary or other Person shall become a Guarantor
under this Article X and shall guarantee the Guaranteed Obligations. Concurrently with the
execution and delivery of such supplemental indenture, the Issuer shall deliver to the Trustee an
Opinion of Counsel and an Officers’ Certificate to the effect that such supplemental indenture has
been duly authorized, executed and delivered by such Subsidiary or other Person and that, subject
to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and
other similar laws relating to creditors’ rights generally and to the principles of equity, whether
considered in a proceeding at law or in equity, the Guarantee of such Guarantor is a legal, valid
and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its
terms and/or to such other matters as the Trustee may reasonably request.



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ARTICLE XI




SATISFACTION AND DISCHARGE



     Section 11.01 Satisfaction and Discharge. This Indenture shall be discharged and shall cease to be of further effect as to all Notes
issued hereunder, when:




     (1) either:




     (a) all Notes that have been authenticated, except lost, stolen or destroyed
Notes that have been replaced or paid and Notes for whose payment money has been
deposited in trust and thereafter repaid to the Issuer, have been delivered to the
Trustee for cancellation; or




     (b) all Notes that have not been delivered to the Trustee for cancellation have
become due and payable by reason of the mailing of a notice of redemption or
otherwise or shall become due and payable within one year or are to be called for
redemption within one year and the Issuer has irrevocably deposited or caused to be
deposited with the Trustee as trust funds in trust solely for the benefit of the
Holders, cash in U.S. dollars, non-callable Government Securities, or a combination
of cash in U.S. dollars and non-callable Government Securities, in amounts as shall
be sufficient without consideration of any reinvestment of interest, to pay and
discharge the entire Indebtedness on the Notes not delivered to the Trustee for
cancellation for Accreted Value or principal, premium and Additional Interest, if
any, and accrued interest to the date of maturity or redemption;




     (2) the Issuer has paid or caused to be paid all sums payable by it under this
Indenture; and




     (3) in the event of a deposit as provided in clause (1)(b) above, the Issuer has
delivered irrevocable instructions to the Trustee under this Indenture to apply the
deposited money toward the payment of the Notes issued hereunder at maturity or the
redemption date, as the case may be.



     In addition, the Issuer must deliver an Officers’ Certificate and an Opinion of Counsel to the
Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.



     Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited
with the Trustee pursuant to this Section 11.01(1)(b), the provisions of Sections 11.02 and 8.06
hereof shall survive such satisfaction and discharge. In addition, nothing in this Section 11.01
shall be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive
the satisfaction and discharge of this Indenture.



     Section 11.02 Application of Trust Money. Subject to the provisions of Section 8.06 hereof, all money deposited with the Trustee
pursuant to Section 11.01 hereof shall be held in trust and applied by it, in accordance with the
provisions of the Notes and this Indenture, to the payment, either directly or through any Paying
Agent (including the Issuer acting as its own Paying Agent) as the Trustee may determine, to the
Persons entitled thereto, of the principal (and premium and Additional Interest, if any) and
interest for whose payment such money has been deposited with the Trustee; but such money need not
be segregated from other funds except to the extent required by law.



     If the Trustee or Paying Agent is unable to apply any money or Government Securities in
accordance with Section 11.01 hereof by reason of any legal proceeding or by reason of any order or
judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting
such application, the Issuer’s obligations under this Indenture and the Notes shall be revived and
reinstated as though no deposit had occurred pursuant to Section 11.01 hereof; provided that if the
Issuer has made any payment of principal of, interest or premium or Additional Interest, if any, on
any Notes because of the reinstatement of its obligations, the Issuer shall be subrogated to the
rights of the Holders of such Notes to receive such payment from the money or Government Securities
held by the Trustee or Paying Agent.



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ARTICLE XII




MISCELLANEOUS



     Section 12.01 Trust Indenture Act Controls. If any provision of this Indenture limits, qualifies or conflicts with the duties imposed
by TIA Section 318(c), the imposed duties shall control.



     Section 12.02 Notices. Any notice or communication by the Issuer or the Trustee to the others is duly given if in
writing and delivered in Person or by first class mail (registered or certified, return receipt
requested), facsimile transmission or overnight air courier guaranteeing next day delivery, to the
others’ address:




     If to the Issuer:


Vanguard Health Systems, Inc.

20 Burton Hills Boulevard

Suite 100

Nashville, Tennessee 37215

Facsimile No.: 615-665-6197

Attention: General Counsel





     With a copy to:


Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

Facsimile No.: (212) 455-2502

Attention: Risë B. Norman, Esq.





     If to the Trustee:


U.S. Bank National Association

Corporate Trust Services

60 Livingston Avenue

St. Paul, Minnesota 55107

Facsimile No.: (651) 495-5333

Attention: Joshua A. Hahn




     The Issuer or the Trustee, by notice to the others, may designate additional or different
addresses for subsequent notices or communications.



     All notices and communications (other than those sent to Holders) shall be deemed to have been
duly given: at the time delivered by hand, if personally delivered; five Business Days after being
deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if transmitted by
facsimile; and the next Business Day after timely delivery to the courier, if sent by overnight air
courier guaranteeing next day delivery.



     Any notice or communication to a Holder shall be mailed by first class mail, certified or
registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to
its address shown on the register kept by the Registrar. Any notice or communication shall also be
so mailed to any Person described in TIA Section 313(c), to the extent required by the TIA.
Failure to mail a notice or communication to a Holder or any defect in it shall not affect its
sufficiency with respect to other Holders.



     If a notice or communication is mailed in the manner provided above within the time
prescribed, it is duly given, whether or not the addressee receives it.



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     If the Issuer mails a notice or communication to Holders, it shall mail a copy to the Trustee
and each Agent at the same time.



     Section 12.03 Communication by Holders of Notes with Other Holders of Notes. Holders may communicate pursuant to TIA Section 312(b) with other Holders with respect to
their rights under this Indenture or the Notes. The Issuer, the Trustee, the Registrar and anyone
else shall have the protection of TIA Section 312(c).



     Section 12.04 Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer to the Trustee to take any action under this
Indenture (other than in connection with the Authentication Order, dated the date hereof, and
delivered to the Trustee in connection with the issuance of the Initial Notes), the Issuer shall
furnish to the Trustee:




     (1) an Officers’ Certificate in form and substance reasonably satisfactory to the
Trustee (which must include the statements set forth in Section 12.05 hereof) stating that,
in the opinion of the signers, all conditions precedent and covenants, if any, provided for
in this Indenture relating to the proposed action have been satisfied; and




     (2) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee
(which must include the statements set forth in Section 12.05 hereof) stating that, in the
opinion of such counsel, all such conditions precedent and covenants have been satisfied.



     Section 12.05 Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture (other than a certificate provided pursuant to TIA Section
314(a)(4)) must comply with the provisions of TIA Section 314(e) and must include:




     (1) a statement that the Person making such certificate or opinion has read such
covenant or condition;




     (2) a brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion are based;




     (3) a statement that, in the opinion of such Person, he or she has made such
examination or investigation as is necessary to enable him or her to express an informed
opinion as to whether or not such covenant or condition has been satisfied; and




     (4) a statement as to whether or not, in the opinion of such Person, such condition or
covenant has been satisfied.



     Section 12.06 Rules by Trustee and Agents. The Trustee may make reasonable rules for action by or at a meeting of Holders. The
Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its
functions.



     Section 12.07 No Personal Liability of Directors, Officers, Employees and Stockholders. No past, present or future director, officer, employee, incorporator or stockholder of the
Issuer or any direct or indirect parent entity, as such, shall have any liability for any
obligations of the Issuer under the Notes, this Indenture, or for any claim based on, in respect
of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note
waives and releases all such liability. The waiver and release are part of the consideration for
issuance of the Notes. The waiver may not be effective to waive liabilities under the federal
securities laws.



     Section 12.08 Governing Law. THIS INDENTURE, THE NOTES AND THE GUARANTEES, IF ANY, SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



     Section 12.09 Successors. All agreements of the Issuer in this Indenture and the Notes shall bind its respective
successors. All agreements
of the Trustee in this Indenture shall bind its successors. All
agreements of



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each Guarantor, if any, in this Indenture shall bind its successors, except as
otherwise provided in Section 12.04 hereof.



     Section 12.10 Severability. In case any provision in this Indenture or in the Notes is invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.



     Section 12.11 Counterpart Originals. The parties may sign any number of copies of this Indenture. Each signed copy shall be an
original, but all of them together represent the same agreement.



     Section 12.12 Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not to be considered a part of
this Indenture and shall in no way modify or restrict any of the terms or provisions hereof.



[Signatures on following page]









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Dated as of January 26, 2011




	 	 	 	 	 
	 	SIGNATURES



VANGUARD HEALTH SYSTEMS, INC., 

as Issuer

 	 
	 	By:  	/s/ Ronald P. Soltman
 	 
	 	 	Name:  	Ronald P. Soltman 	 
	 	 	Title:  	Executive Vice President 	 
	 



[Senior Discount Notes Indenture Signature Page]






 









 








Dated as of January 26, 2011




	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, 

as Trustee

 	 
	 	By:  	/s/ Joshua A. Hahn
 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 



[Senior Discount Notes Indenture Signature Page]








 









 








EXHIBIT
A1



THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS
NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY
PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE
REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE
BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED
TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE
MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER.



UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY
NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A
NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



THE NOTE (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM
REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), AND THE NOTE EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED
IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE
NOTE EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE
PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A UNDER THE SECURITIES ACT. THE
HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUER THAT (I) SUCH NOTE MAY
BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1)(A) INSIDE THE UNITED STATES TO A PERSON WHO
THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER
THE SECURITIES ACT) PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT, (B) OUTSIDE
THE UNITED STATES TO A NON-U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES
ACT, (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF APPLICABLE) OR (D) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER
IF THE ISSUER SO REQUESTS), (2) TO THE ISSUER OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (II) THE HOLDER WILL, AND EACH SUBSEQUENT
HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THE NOTE EVIDENCED HEREBY OF THE RESALE RESTRICTIONS
SET FORTH IN CLAUSE (I) ABOVE. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE
EXEMPTION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT FOR RESALE OF THE SECURITY EVIDENCED
HEREBY.







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THIS NOTE IS A CONTINGENT PAYMENT DEBT INSTRUMENT ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES
OF SECTION 1271 ET SEQ. OF THE INTERNAL REVENUE CODE. A HOLDER MAY OBTAIN THE ISSUE PRICE, AMOUNT
OF ORIGINAL ISSUE DISCOUNT. ISSUE DATE AND YIELD TO MATURITY FOR SUCH NOTES, AS WELL AS THE
COMPARABLE YIELD AND PROJECTED PAYMENTS SCHEDULE, BY SUBMITTING A REQUEST FOR SUCH INFORMATION TO
THE ISSUER AT THE FOLLOWING ADDRESS: VANGUARD HEALTH SYSTEMS, INC., 20 BURTON HILLS BOULEVARD,
SUITE 100, NASHVILLE, TENNESSEE 37215; ATTENTION: GENERAL COUNSEL.







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CUSIP/ISIN




10.375% Senior Discount Notes due 2016




			
	 	 	 
	No. ____
	 	$_____________






VANGUARD HEALTH SYSTEMS, INC.



promise to pay to CEDE & CO. or registered assigns, the principal sum of $_______________ DOLLARS
on February 1, 2016.



Accreted Value Dates: February 1 and August 1



Record Dates: January 15 and July 15



Dated: January 26, 2011




	 	 	 	 	 
	 	VANGUARD HEALTH SYSTEMS, INC.,

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 

	This is one of the Notes referred to 

in the within-mentioned Indenture:	 	 
	 
	 	 	 	 
	U.S. Bank National Association, as Trustee	 	 
	 
	 	 	 	 
	By:

	 	  

Authorized
Signatory
	 	 







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[Back of Note]




10.375% Senior Discount Notes due 2016



     Capitalized terms used herein have the meanings assigned to them in the Indenture referred to
below unless otherwise indicated.



     (1) Interest. Vanguard Health Systems, Inc., a Delaware corporation, promises to pay
the principal amount at maturity of this Note on February 1, 2016, or if any such day is not a
Business Day, on the next succeeding Business Day and to pay Additional Interest, if any, payable
pursuant to Section 5 of the Registration Rights Agreement. The regular record dates are January
15 and July 15.



     At the Issue Date, the Notes have an initial Accreted Value of $602.23 per $1,000.00 aggregate
principal amount at maturity. Interest on this Note, including Additional Interest, will accrue in
the form of an increase in the Accreted Value of this Note and no cash interest shall be paid and
no cash interest will accrue on the Notes. The Accreted Value of each Note will increase from
January 26, 2011 at a rate of 10.375% until the maturity date. Interest will be compounded
semi-annually such that the Accreted Value will equal the Accreted Value of each note as of the
Specified Date, as described in the definition of Accreted Value in the Indenture. The Issuer
shall pay Additional Interest, if any, on the Note in the form of an increase in the Accreted
Value.



     (2) Method of Payment. No cash interest shall be paid on this Note. The Accreted
Value and premium, if any, and Additional Interest, if any, shall be considered paid for all
purposes hereunder on the date the Paying Agent, if other than the Issuer or a Subsidiary thereof,
holds, as of 10:00 a.m. (New York City time), money deposited by the Issuer in immediately
available funds and designated for and sufficient to pay all such Accreted Value, premium, if any,
and Additional Interest, if any, then due.



     (3) Paying Agent and Registrar. Initially, U.S. Bank National Association, the
Trustee under the Indenture, shall act as Paying Agent and Registrar. The Issuer may change any
Paying Agent or Registrar without notice to any Holder. The Issuer or any of its Subsidiaries may
act in any such capacity.



     (4) Indenture. The Issuer has issued the Notes under an Indenture dated as of January
26, 2011 (the “Indenture”) between the Issuer and the Trustee. The terms of the Notes include
those stated in the Indenture and those made part of the Indenture by reference to the TIA. Terms
defined in the Indenture and not defined herein have the meanings ascribed thereto in the
Indenture. The Notes are subject to all the terms and provisions of the Indenture, and Holders are
referred to the Indenture and the TIA for a statement of such terms. To the extent any provision
of this Note conflicts with the express provisions of the Indenture, the provisions of the
Indenture shall govern and be controlling.



     The Notes are senior obligations of the Issuer. This Note is one of the Initial Notes
referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any
Exchange Notes issued in exchange for Initial Notes or Additional Notes pursuant to the Indenture.
The Initial Notes, any Additional Notes and any Exchange Notes are treated as a single class of
securities under the Indenture (provided that any Additional Notes that are not fungible with the
Notes for U.S. Federal income tax purposes shall have a different CUSIP number). The Indenture
imposes certain limitations on the ability of the Issuer and its Restricted Subsidiaries to, among
other things, make certain Investments and other Restricted Payments, pay dividends and other
distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain
dividends and distributions by such Restricted Subsidiaries, enter into or permit certain
transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also
imposes limitations on the ability of the Issuer to consolidate or merge with or into any other
Person or convey, transfer or lease all or substantially all of its property.



     (5) Optional Redemption.



     (a) Except as set forth in subparagraph (b) of this Paragraph 5, the Issuer shall not have the
option to redeem the Notes prior to February 1, 2013. On or after February 1, 2013, the Issuer may
redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ notice, at the
redemption prices (expressed as percentages of



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Accreted Value thereof as of the redemption date) set forth below plus accrued and unpaid
interest and Additional Interest, if any, on the Notes redeemed to, but not including, the
applicable redemption date, if redeemed during the twelve-month period beginning on February 1 of
the years indicated below, subject to the rights of Holders on the relevant record date to receive
interest on the relevant Semi-Annual Accrual Date:




	 	 	 	 	 
	Year	 	Percentage
	2013
	 	 	105.000	%
	2014
	 	 	102.500	%
	2015 and thereafter
	 	 	100.000	%






     Unless the Issuer defaults in the payment of the redemption price, the Accreted Value shall
cease to increase and Additional Interest, if any, shall cease to accrue on the Notes or portions
thereof called for redemption on the applicable redemption date.



     (b) At any time prior to February 1, 2013, the Issuer may also redeem all or a part of the
Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each
Holder’s registered address, at a redemption price equal to 100% of the Accreted Value of the Notes
redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional
Interest, if any, to, but not including, the date of redemption, subject to the rights of Holders
on the relevant record date to receive interest due on the relevant Semi-Annual Accrual Date.



     (6) Redemption Upon Certain Equity Issuances. The Issuer shall be required to redeem
the maximum principal amount of Notes that is a minimum principal amount at maturity of $2,000 and
an integral multiple of $1,000 in excess thereof (or $1.00 in excess thereof to the extent that all
of the Notes are being redeemed) that may be redeemed out of any Qualified Equity Issuance Net
Proceeds at a price in cash (A) equal to, prior to February 1, 2013, 105.000% of the Accreted Value
thereof as of the redemption date and (B) thereafter, in an amount equal to the redemption price
applicable to such Notes on the date on which notice of such redemption is given pursuant to
Paragraph 5 hereof in each case plus accrued and unpaid interest and Additional Interest, if any,
to the date fixed for the closing of such redemption, in accordance with the procedures set forth
in the Indenture, unless the Issuer has given notice of redemption pursuant to Paragraph 5 hereof
with respect to all of the Notes.



     (7) Mandatory Redemption. Except as described in Paragraph 6 above, the Issuer is not
required to make mandatory redemption or sinking fund payments with respect to the Notes.



     (8) Notice of Redemption. Notice of redemption shall be mailed at least 30 days but
not more than 60 days before the redemption date to each Holder whose Notes are to be redeemed at
its registered address, except that redemption notices may be mailed more than 60 days prior to a
redemption date if the notice is issued in connection with a defeasance of the Notes or a
satisfaction or discharge of the Indenture. Notes in denominations larger than $2,000 principal
amount at maturity may be redeemed in part but only in whole multiples of $1,000 principal amount
at maturity.



     (9) Repurchase at the Option of Holder.



     (a) If there is a Change of Control, the Issuer shall make an offer (a “Change of Control
Offer”) to each Holder of the Notes to repurchase all or any part (equal to a principal amount at
maturity of $2,000 or an integral multiple of $1,000 principal amount at maturity) of that Holder’s
Notes at a purchase price in cash equal to 101% of the Accreted Value of Notes repurchased (as at
the date of such purchase) plus accrued and unpaid interest and Additional Interest, if any, on the
Notes repurchased to, but not including, the date of purchase, subject to the rights of Holders on
the relevant record date to receive interest due on the relevant Semi-Annual Accrual Date. Within
30 days following any Change of Control, except to the extent that the Issuer has exercised its
right to redeem the Notes in accordance with Article III of the Indenture (or if a third party
makes a Change of Control Offer in accordance with the terms of the Indenture), the Issuer shall
mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as
required by the Indenture.



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     (b) If Vanguard consummates any Asset Sales, within ten Business Days of each date on which
the aggregate amount of Excess Proceeds exceeds $30.0 million, the Issuer shall commence an offer
to all Holders of Notes and all holders of other Pari Passu Indebtedness containing provisions
similar to those set forth in the Indenture with respect to offers to purchase or redeem with the
proceeds of sales of assets (an “Asset Sale Offer”) pursuant to Section 4.08 of the Indenture to
purchase the maximum principal amount of Notes and such other Pari Passu Indebtedness that may be
purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the
Accreted Value thereof plus accrued and unpaid interest and Additional Interest, if any, thereon to
the date of purchase, in accordance with the procedures set forth in the Indenture. To the extent
that, any Excess Proceeds remain after the consummation of an Asset Sale Offer, the Issuer may use
those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate
Accreted Value of Notes and other Pari Passu Indebtedness tendered into such Asset Sale Offer
exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other Pari Passu
Indebtedness to be purchased on a pro rata basis or on as nearly a pro rata basis as is practicable
(subject to DTC’s procedures). Holders of Notes that are the subject of an offer to purchase shall
receive an Asset Sale Offer from the Issuer prior to any related purchase date and may elect to
have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase”
attached to the Notes.



     (10) Denominations, Transfer, Exchange. The Notes are in registered form without
coupons in denominations of a principal amount at maturity of $2,000 and integral multiples of
$1,000 principal amount at maturity. The transfer of Notes may be registered and Notes may be
exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among
other things, to furnish appropriate endorsements and transfer documents and the Issuer may require
a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Issuer need
not exchange or register the transfer of any Note or portion of a Note selected for redemption,
except for the unredeemed portion of any Note being redeemed in part. Also, the Issuer need not
exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes
to be redeemed or during the period between a record date and the corresponding Interest Payment
Date.



     (11) Persons Deemed Owners. The registered Holder of a Note may be treated as its
owner for all purposes.



     (12) Amendment, Supplement and Waiver. Subject to certain exceptions, the Indenture
or the Notes may be amended or supplemented with the consent of the Holders of at least a majority
in aggregate principal amount at maturity of the then outstanding Notes including Additional Notes,
if any, voting as a single class, and any existing Default or Event of Default or compliance with
any provision of the Indenture or the Notes may be waived with the consent of the Holders of a
majority in aggregate principal amount at maturity of the then outstanding Notes including
Additional Notes, if any, voting as a single class. Without the consent of any Holder of a Note,
the Indenture or the Notes may be amended or supplemented (i) to cure any ambiguity, defect or
inconsistency, (ii) to provide for uncertificated Notes in addition to or in place of certificated
Notes, (iii) to provide for the assumption of the Issuer’s obligations to Holders of the Notes in
the case of a merger or consolidation or sale of all or substantially all of the Issuer’s assets,
(iv) to make any change that would provide any additional rights or benefits to the Holders of the
Notes or that does not adversely affect the legal rights under the Indenture of any such Holder,
(v) to comply with the requirements of the Commission in order to effect or maintain the
qualification of the Indenture under the TIA, (vi) to add a Guarantee of the Notes or to release a
Guarantee of the Notes, (vii) to conform the text of the Indenture or the Notes to any provision of
the “Description of Senior Discount Notes” in the Offering Memorandum to the extent that such
provision in the Description of Senior Discount Notes in the Offering Memorandum was intended to be
a verbatim recitation of a provision of the Indenture or the Notes or (viii) to evidence and
provide for the acceptance and appointment under the Indenture of a successor Trustee thereunder
pursuant to the requirements thereof.



     (13) Defaults and Remedies. If an Event of Default occurs and is continuing, the
Trustee or the Holders of at least 25% in aggregate principal amount at maturity of the then
outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the
foregoing, in the case of an Event of Default arising from certain events of bankruptcy or
insolvency with respect to the Issuer, all outstanding Notes shall become due and payable
immediately without further action or notice. Holders may not enforce the Indenture or the Notes
except as provided in the Indenture. Subject to certain limitations, Holders of a majority in
aggregate principal amount at maturity of the then outstanding Notes may direct the Trustee in its
exercise of any trust or power. The Holders of a



A1-6









 




majority in aggregate principal amount at maturity of the then outstanding Notes by notice to
the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any
existing Default or Event of Default and its consequences under the Indenture except a continuing
Default or Event of Default in the payment of Accreted Value of, and premium, if any, and accrued
and unpaid interest or Additional Interest, if any, on the Notes. The Issuer is required to
deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer
is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a
statement specifying such Default or Event of Default.




     (14) Discharge and Defeasance. Subject to certain conditions, the Issuer at any time
may terminate some or all of its obligations under the Notes and the Indenture if the Issuer
deposits with the Trustee money or Government Securities for the payment of Accreted Value or
principal of and interest on the Notes to redemption or maturity, as the case may be.



     (15) Trustee Dealings with the Issuer. The Trustee, in its individual or any other
capacity, may make loans to, accept deposits from, and perform services for the Issuer or its
Affiliates, and may otherwise deal with the Issuer or its Affiliates, as if it were not the
Trustee.



     (16) No Recourse Against Others. A director, manager, officer, employee,
incorporator, member or stockholder of the Issuer, as such, shall not have any liability for any
obligations of the Issuer under the Notes or the Indenture or for any claim based on, in respect
of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives
and releases all such liability. The waiver and release are part of the consideration for the
issuance of the Notes.



     (17) Authentication. This Note shall not be valid until authenticated by the manual
signature of the Trustee or an authenticating agent.



     (18) Abbreviations. Customary abbreviations may be used in the name of a Holder or an
assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (=
joint tenants with right of survivorship and not as tenants in common), CUST (= custodian), and
U/G/M/A (= Uniform Gifts to Minors Act).



     (19) Additional Rights of Holders of Restricted Global Notes and Restricted Definitive
Notes. In addition to the rights provided to Holders of Notes under the Indenture, Holders of
Restricted Global Notes and Restricted Definitive Notes shall have all the rights set forth in the
Registration Rights Agreement dated as of January 26, 2011, between the Issuer and the Initial
Purchasers named therein or, in the case of Additional Notes, Holders of Restricted Global and
Restricted Definitive Notes shall have the rights set forth in one or more registration rights
agreements, if any, between the Issuer and the other parties thereto, relating to rights given by
the Issuer and the Guarantors to the purchasers of any Additional Notes (collectively, the
“Registration Rights Agreement”).



     (20) CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures, the Issuer has caused CUSIP numbers to be printed on
the Notes, and the Trustee may use CUSIP numbers in notices of redemption as a convenience to
Holders. No representation is made as to the accuracy of such numbers either as printed on the
Notes or as contained in any notice of redemption, and reliance may be placed only on the other
identification numbers placed thereon.



     (21) GOVERNING LAW. THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THE INDENTURE, THIS NOTE AND THE GUARANTEES, IF ANY.



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     The Issuer shall furnish to any Holder upon written request and without charge a copy of the
Indenture and/or the Registration Rights Agreement. Requests may be made to:



Vanguard Health Systems, Inc.

20 Burton Hills Boulevard

Suite 100

Nashville, Tennessee 37215

Attention: General Counsel







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ASSIGNMENT FORM




     To assign this Note, fill in the form below:




			
	(I) or (we) assign and transfer this Note to:	 	
 

(Insert assignee’s legal name)





      



(Insert assignee’s soc. sec. or tax I.D. no.)



 




 



 




 



 




 



 




(Print or type assignee’s name, address and zip code)



and irrevocably appoint _______________________ to transfer this Note on the books of the Issuer.
The agent may substitute another to act for him.



Date: ________________




	 	 	 	 	 	 	 

	 

	 	Your Signature:	 	 	 	 
	 

	 	 	 	 

(Sign exactly as your name appears on
the face of this Note)
	 	 





Signature Guarantee*: _________________________






 




			
	*	 	Participant in a recognized Signature Guarantee Medallion Program (or other signature
guarantor acceptable to the Trustee).




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OPTION OF HOLDER TO ELECT PURCHASE




     If you want to elect to have this Note purchased by the Issuer pursuant to Section 4.08 or
4.11 of the Indenture, check the appropriate box below:



o Section 4.08       o Section 4.11




     If you want to elect to have only part of the Note purchased by the Issuer pursuant to Section
4.08 or Section 4.11 of the Indenture, state the amount you elect to have purchased:



$______________



Date: ________________




	 	 	 	 	 	 	 

	 

	 	Your Signature:	 	 	 	 
	 

	 	 	 	 

(Sign exactly as your name appears on
the face of this Note)
	 	 






	 	 	 	 	 	 	 

	 

	 	Tax Identification No.:	 	 	 	 
	 

	 	 	 	 

	 	 





Signature Guarantee*: _________________________






 




			
	*	 	Participant in a recognized Signature Guarantee Medallion Program (or other signature
guarantor acceptable to the Trustee).




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SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*




     The following exchanges of a part of this Global Note for an interest in another Global Note
or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an
interest in this Global Note, have been made:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Principal	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Amount of	 	 	 	 
	 	 	Amount of	 	 	Amount of	 	 	this	 	 	 	 
	 	 	decrease in	 	 	increase in	 	 	Global Note	 	 	Signature of	 
	 	 	Principal	 	 	Principal	 	 	following	 	 	authorized	 
	 	 	Amount of this	 	 	Amount of this	 	 	such decrease	 	 	officer of Trustee	 
	Date of Exchange	 	Global Note	 	 	Global Note	 	 	(or increase)	 	 	or Custodian	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 







 




			
	*	 	This schedule should be included only if the Note is issued in global form.





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EXHIBIT A2



THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES
GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED
HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE
SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON.



THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS
NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY
PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE
REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE
BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED
TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE
MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER.



UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY
NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A
NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



THE NOTE (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM
REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), AND THE NOTE EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED
IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE
NOTE EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE
PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A UNDER THE SECURITIES ACT. THE
HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUER THAT (I) SUCH NOTE MAY
BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1)(A) INSIDE THE UNITED STATES TO A PERSON WHO
THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER
THE SECURITIES ACT) PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT, (B) OUTSIDE
THE UNITED STATES TO A NON-U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES
ACT, (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF APPLICABLE) OR (D) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER
IF THE ISSUER SO REQUESTS), (2) TO THE ISSUER OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE






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SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (II) THE
HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THE NOTE EVIDENCED
HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN CLAUSE (I) ABOVE. NO REPRESENTATION CAN BE MADE AS
TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT FOR RESALE OF
THE SECURITY EVIDENCED HEREBY.



THIS NOTE IS A CONTINGENT PAYMENT DEBT INSTRUMENT ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES
OF SECTION 1271 ET SEQ. OF THE INTERNAL REVENUE CODE. A HOLDER MAY OBTAIN THE ISSUE PRICE, AMOUNT
OF ORIGINAL ISSUE DISCOUNT. ISSUE DATE AND YIELD TO MATURITY FOR SUCH NOTES, AS WELL AS THE
COMPARABLE YIELD AND PROJECTED PAYMENTS SCHEDULE, BY SUBMITTING A REQUEST FOR SUCH INFORMATION TO
THE ISSUER AT THE FOLLOWING ADDRESS: VANGUARD HEALTH SYSTEMS, INC., 20 BURTON HILLS BOULEVARD,
SUITE 100, NASHVILLE, TENNESSEE 37215; ATTENTION: GENERAL COUNSEL.







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CUSIP/ISIN




10.375% Senior Discount Notes due 2016




			
	 	 	 
	No. ____
	 	$_____________






VANGUARD HEALTH SYSTEMS, INC.



promise to pay to CEDE & CO. or registered assigns, the principal sum of $___________________
DOLLARS on February 1, 2016.



Accreted Value Dates: February 1 and August 1



Record Dates: January 15 and July 15



Dated: January 26, 2011




	 	 	 	 	 
	 	VANGUARD HEALTH SYSTEMS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



This is one of the Notes referred to

in the within-mentioned Indenture:



U.S. Bank National Association, as Trustee




	 	 	 	 	 

	By:
	 	 	 	 
	 

	 	 

Authorized Signatory
	 	 






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[Back of Regulation S Temporary Global Note]




10.375% Senior Discount Notes due 2016



     Capitalized terms used herein have the meanings assigned to them in the Indenture referred to
below unless otherwise indicated.



     (1) Interest. Vanguard Health Systems, Inc., a Delaware corporation, promises to pay
the principal amount at maturity of this Note on February 1, 2016, or if any such day is not a
Business Day, on the next succeeding Business Day and to pay Additional Interest, if any, payable
pursuant to Section 5 of the Registration Rights Agreement. The regular record dates are January
15 and July 15.



     At the Issue Date, the Notes have an initial Accreted Value of $602.23 per $1,000.00 aggregate
principal amount at maturity. Interest on this Note, including Additional Interest, will accrue in
the form of an increase in the Accreted Value of this Note and no cash interest shall be paid and
no cash interest will accrue on the Notes. The Accreted Value of each Note will increase from
January 26, 2011 at a rate of 10.375% until the maturity date. Interest will be compounded
semi-annually such that the Accreted Value will equal the Accreted Value of each note as of the
Specified Date, as described in the definition of Accreted Value in the Indenture. The Issuer
shall pay Additional Interest, if any, on the Note in the form of an increase in the Accreted
Value.



     (2) Method of Payment. No cash interest shall be paid on this Note. The Accreted
Value and premium, if any, and Additional Interest, if any, shall be considered paid for all
purposes hereunder on the date the Paying Agent, if other than the Issuer or a Subsidiary thereof,
holds, as of 10:00 a.m. (New York City time), money deposited by the Issuer in immediately
available funds and designated for and sufficient to pay all such Accreted Value, premium, if any,
and Additional Interest, if any, then due.



     (3) Paying Agent and Registrar. Initially, U.S. Bank National Association, the
Trustee under the Indenture, shall act as Paying Agent and Registrar. The Issuer may change any
Paying Agent or Registrar without notice to any Holder. The Issuer or any of its Subsidiaries may
act in any such capacity.



     (4) Indenture. The Issuer has issued the Notes under an Indenture dated as of January
26, 2011 (the “Indenture”) between the Issuer and the Trustee. The terms of the Notes include
those stated in the Indenture and those made part of the Indenture by reference to the TIA. Terms
defined in the Indenture and not defined herein have the meanings ascribed thereto in the
Indenture. The Notes are subject to all the terms and provisions of the Indenture, and Holders are
referred to the Indenture and the TIA for a statement of such terms. To the extent any provision
of this Note conflicts with the express provisions of the Indenture, the provisions of the
Indenture shall govern and be controlling.



     The Notes are senior obligations of the Issuer. This Note is one of the Initial Notes
referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any
Exchange Notes issued in exchange for Initial Notes or Additional Notes pursuant to the Indenture.
The Initial Notes, any Additional Notes and any Exchange Notes are treated as a single class of
securities under the Indenture (provided that any Additional Notes that are not fungible with the
Notes for U.S. Federal income tax purposes shall have a different CUSIP number). The Indenture
imposes certain limitations on the ability of the Issuer and its Restricted Subsidiaries to, among
other things, make certain Investments and other Restricted Payments, pay dividends and other
distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain
dividends and distributions by such Restricted Subsidiaries, enter into or permit certain
transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also
imposes limitations on the ability of the Issuer to consolidate or merge with or into any other
Person or convey, transfer or lease all or substantially all of its property.



     (5) Optional Redemption.



     (a) Except as set forth in subparagraphs (b) of this Paragraph 5, the Issuer shall not have
the option to redeem the Notes prior to February 1, 2013. On or after February 1, 2013, the Issuer
may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ notice, at the
redemption prices (expressed as percentages of



A2-4









 




Accreted Value thereof as of the redemption date) set forth below plus accrued and unpaid
interest and Additional Interest, if any, on the Notes redeemed to, but not including, the
applicable redemption date, if redeemed during the twelve-month period beginning on February 1 of
the years indicated below, subject to the rights of Holders on the relevant record date to receive
interest on the relevant Semi-Annual Accrual Date:




	 	 	 	 	 
	Year	 	Percentage
	2013
	 	 	105.000	%
	2014
	 	 	102.500	%
	2015 and thereafter
	 	 	100.000	%






     Unless the Issuer defaults in the payment of the redemption price, the Accreted Value shall
cease to increase and Additional Interest, if any, shall cease to accrue on the Notes or portions
thereof called for redemption on the applicable redemption date.



     (b) At any time prior to February 1, 2013, the Issuer may also redeem all or a part of the
Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each
Holder’s registered address, at a redemption price equal to 100% of the Accreted Value of the Notes
redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional
Interest, if any, to, but not including, the date of redemption, subject to the rights of Holders
on the relevant record date to receive interest due on the relevant Semi-Annual Accrual Date.



     (6) Redemption Upon Certain Equity Issuances. The Issuer shall be required to redeem
the maximum principal amount of Notes that is a minimum principal amount at maturity of $2,000 and
an integral multiple of $1,000 in excess thereof (or $1.00 in excess thereof to the extent that all
of the Notes are being redeemed) that may be redeemed out of any Qualified Equity Issuance Net
Proceeds at a price in cash (A) equal to, prior to February 1, 2013, 105.000% of the Accreted Value
thereof as of the redemption date and (B) thereafter, in an amount equal to the redemption price
applicable to such Notes on the date on which notice of such redemption is given pursuant to
Paragraph 5 hereof in each case plus accrued and unpaid interest and Additional Interest, if any,
to the date fixed for the closing of such redemption, in accordance with the procedures set forth
in the Indenture, unless the Issuer has given notice of redemption pursuant to Paragraph 5 hereof
with respect to all of the Notes.



     (7) Mandatory Redemption. Except as described in Paragraph 6 above, the Issuer is not
required to make mandatory redemption or sinking fund payments with respect to the Notes.



     (8) Notice of Redemption. Notice of redemption shall be mailed at least 30 days but
not more than 60 days before the redemption date to each Holder whose Notes are to be redeemed at
its registered address, except that redemption notices may be mailed more than 60 days prior to a
redemption date if the notice is issued in connection with a defeasance of the Notes or a
satisfaction or discharge of the Indenture. Notes in denominations larger than $2,000 principal
amount at maturity may be redeemed in part but only in whole multiples of $1,000 principal amount
at maturity.



     (9) Repurchase at the Option of Holder.



     (a) If there is a Change of Control, the Issuer shall make an offer (a “Change of Control
Offer”) to each Holder of the Notes to repurchase all or any part (equal to a principal amount at
maturity of $2,000 or an integral multiple of $1,000 principal amount at maturity) of that Holder’s
Notes at a purchase price in cash equal to 101% of the Accreted Value of Notes repurchased (as at
the date of such purchase) plus accrued and unpaid interest and Additional Interest, if any, on the
Notes repurchased to, but not including, the date of purchase, subject to the rights of Holders on
the relevant record date to receive interest due on the relevant Semi-Annual Accrual Date. Within
30 days following any Change of Control, except to the extent that the Issuer has exercised its
right to redeem the Notes in accordance with Article III of the Indenture (or if a third party
makes a Change of Control Offer in accordance with the terms of the Indenture), the Issuer shall
mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as
required by the Indenture.



A2-5









 





     (b) If Vanguard consummates any Asset Sales, within ten Business Days of each date on which
the aggregate amount of Excess Proceeds exceeds $30.0 million, the Issuer shall commence an offer
to all Holders of Notes and all holders of other Pari Passu Indebtedness containing provisions
similar to those set forth in the Indenture with respect to offers to purchase or redeem with the
proceeds of sales of assets (an “Asset Sale Offer”) pursuant to Section 4.08 of the Indenture to
purchase the maximum principal amount of Notes and such other Pari Passu Indebtedness that may be
purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the
Accreted Value thereof plus accrued and unpaid interest and Additional Interest, if any, thereon to
the date of purchase, in accordance with the procedures set forth in the Indenture. To the extent
that, any Excess Proceeds remain after the consummation of an Asset Sale Offer, the Issuer may use
those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate
Accreted Value of Notes and other Pari Passu Indebtedness tendered into such Asset Sale Offer
exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other Pari Passu
Indebtedness to be purchased on a pro rata basis or an as nearly a pro rata basis as is practicable
(subject to DTC’s procedures). Holders of Notes that are the subject of an offer to purchase shall
receive an Asset Sale Offer from the Issuer prior to any related purchase date and may elect to
have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase”
attached to the Notes.



     (10) Denominations, Transfer, Exchange. The Notes are in registered form without
coupons in denominations of a principal amount at maturity of $2,000 and integral multiples of
$1,000 principal amount at maturity. The transfer of Notes may be registered and Notes may be
exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among
other things, to furnish appropriate endorsements and transfer documents and the Issuer may require
a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Issuer need
not exchange or register the transfer of any Note or portion of a Note selected for redemption,
except for the unredeemed portion of any Note being redeemed in part. Also, the Issuer need not
exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes
to be redeemed or during the period between a record date and the corresponding Interest Payment
Date.



     (11) Persons Deemed Owners. The registered Holder of a Note may be treated as its
owner for all purposes.



     (12) Amendment, Supplement and Waiver. Subject to certain exceptions, the Indenture
or the Notes may be amended or supplemented with the consent of the Holders of at least a majority
in aggregate principal amount at maturity of the then outstanding Notes including Additional Notes,
if any, voting as a single class, and any existing Default or Event of Default or compliance with
any provision of the Indenture or the Notes may be waived with the consent of the Holders of a
majority in aggregate principal amount at maturity of the then outstanding Notes including
Additional Notes, if any, voting as a single class. Without the consent of any Holder of a Note,
the Indenture or the Notes may be amended or supplemented (i) to cure any ambiguity, defect or
inconsistency, (ii) to provide for uncertificated Notes in addition to or in place of certificated
Notes, (iii) to provide for the assumption of the Issuer’s obligations to Holders of the Notes in
the case of a merger or consolidation or sale of all or substantially all of the Issuer’s assets,
(iv) to make any change that would provide any additional rights or benefits to the Holders of the
Notes or that does not adversely affect the legal rights under the Indenture of any such Holder,
(v) to comply with the requirements of the Commission in order to effect or maintain the
qualification of the Indenture under the TIA, (vi) to add a Guarantee of the Notes or to release a
Guarantee of the Notes, (vii) to conform the text of the Indenture or the Notes to any provision of
the “Description of Senior Discount Notes” in the Offering Memorandum to the extent that such
provision in the Description of Senior Discount Notes in the Offering Memorandum was intended to be
a verbatim recitation of a provision of the Indenture or the Notes or (viii) to evidence and
provide for the acceptance and appointment under the Indenture of a successor Trustee thereunder
pursuant to the requirements thereof.



     (13) Defaults and Remedies. If an Event of Default occurs and is continuing, the
Trustee or the Holders of at least 25% in aggregate principal amount at maturity of the then
outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the
foregoing, in the case of an Event of Default arising from certain events of bankruptcy or
insolvency with respect to the Issuer, all outstanding Notes shall become due and payable
immediately without further action or notice. Holders may not enforce the Indenture or the Notes
except as provided in the Indenture. Subject to certain limitations, Holders of a majority in
aggregate principal amount at maturity of the then outstanding Notes may direct the Trustee in its
exercise of any trust or power. The Holders of a



A2-6









 




majority in aggregate principal amount at maturity of the then outstanding Notes by notice to
the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any
existing Default or Event of Default and its consequences under the Indenture except a continuing
Default or Event of Default in the payment of Accreted Value of, and premium, if any, and accrued
and unpaid interest or Additional Interest, if any, on the Notes. The Issuer is required to
deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer
is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a
statement specifying such Default or Event of Default.




     (14) Discharge and Defeasance. Subject to certain conditions, the Issuer at any time
may terminate some or all of its obligations under the Notes and the Indenture if the Issuer
deposits with the Trustee money or Government Securities for the payment of Accreted Value or
principal of and interest on the Notes to redemption or maturity, as the case may be.



     (15) Trustee Dealings with the Issuer. The Trustee, in its individual or any other
capacity, may make loans to, accept deposits from, and perform services for the Issuer or its
Affiliates, and may otherwise deal with the Issuer or its Affiliates, as if it were not the
Trustee.



     (16) No Recourse Against Others. A director, manager, officer, employee,
incorporator, member or stockholder of the Issuer, as such, shall not have any liability for any
obligations of the Issuer under the Notes or the Indenture or for any claim based on, in respect
of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives
and releases all such liability. The waiver and release are part of the consideration for the
issuance of the Notes.



     (17) Authentication. This Note shall not be valid until authenticated by the manual
signature of the Trustee or an authenticating agent.



     (18) Abbreviations. Customary abbreviations may be used in the name of a Holder or an
assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (=
joint tenants with right of survivorship and not as tenants in common), CUST (= custodian), and
U/G/M/A (= Uniform Gifts to Minors Act).



     (19) Additional Rights of Holders of Restricted Global Notes and Restricted Definitive
Notes. In addition to the rights provided to Holders of Notes under the Indenture, Holders of
Restricted Global Notes and Restricted Definitive Notes shall have all the rights set forth in the
Registration Rights Agreement dated as of January 26, 2011, between the Issuer and the Initial
Purchasers named therein or, in the case of Additional Notes, Holders of Restricted Global and
Restricted Definitive Notes shall have the rights set forth in one or more registration rights
agreements, if any, between the Issuer and the other parties thereto, relating to rights given by
the Issuer and the Guarantors to the purchasers of any Additional Notes (collectively, the
“Registration Rights Agreement”).



     (20) CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures, the Issuer has caused CUSIP numbers to be printed on
the Notes, and the Trustee may use CUSIP numbers in notices of redemption as a convenience to
Holders. No representation is made as to the accuracy of such numbers either as printed on the
Notes or as contained in any notice of redemption, and reliance may be placed only on the other
identification numbers placed thereon.



     (21) GOVERNING LAW. THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THE INDENTURE, THIS NOTE AND THE GUARANTEES, IF ANY.



A2-7









 





     The Issuer shall furnish to any Holder upon written request and without charge a copy of the
Indenture and/or the Registration Rights Agreement. Requests may be made to:



Vanguard Health Systems, Inc.

20 Burton Hills Boulevard

Suite 100

Nashville, Tennessee 37215

Attention: General Counsel






A2-8









 








ASSIGNMENT FORM




     To assign this Note, fill in the form below:




			
	(I) or (we) assign and transfer this Note to:	 	
 

(Insert assignee’s legal name)





      



(Insert assignee’s soc. sec. or tax I.D. no.)



 




 



 




 



 




 



 




(Print or type assignee’s name, address and zip code)



and irrevocably appoint _______________________ to transfer this Note on the books of the Issuer.
The agent may substitute another to act for him.



Date: ________________




	 	 	 	 	 	 	 

	 

	 	Your Signature:	 	 	 	 
	 

	 	 	 	 

(Sign exactly as your name appears on
the face of this Note)
	 	 





Signature Guarantee*: _________________________






 




			
	*	 	Participant in a recognized Signature Guarantee Medallion Program (or other signature
guarantor acceptable to the Trustee).




A2-9









 










OPTION OF HOLDER TO ELECT PURCHASE




     If you want to elect to have this Note purchased by the Issuer pursuant to Section 4.08 or
4.11 of the Indenture, check the appropriate box below:



o Section 4.08       o Section 4.11




     If you want to elect to have only part of the Note purchased by the Issuer pursuant to Section
4.08 or Section 4.11 of the Indenture, state the amount you elect to have purchased:



$______________



Date: ________________




	 	 	 	 	 	 	 

	 

	 	Your Signature:	 	 	 	 
	 

	 	 	 	 

(Sign exactly as your name appears on
the face of this Note)
	 	 





	 	 	 	 	 	 	 

	 

	 	Tax Identification No.:	 	 	 	 





Signature Guarantee*: _________________________






 




			
	*	 	Participant in a recognized. Signature Guarantee Medallion Program (or other signature
guarantor acceptable to the Trustee).




A2-10









 










SCHEDULE OF EXCHANGES OF INTERESTS IN THE REGULATION S TEMPORARY

GLOBAL NOTE




     The following exchanges of a part of this Regulation S Temporary Global Note for an interest
in another Global Note, or exchanges of a part of another Restricted Global Note for an interest in
this Regulation S Temporary Global Note, have been made:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Principal	 	 	 	 
	 	 	Amount of	 	 	Amount of	 	 	Amount of	 	 	 	 
	 	 	decrease in	 	 	increase in	 	 	this Global Note	 	 	Signature of	 
	 	 	Principal	 	 	Principal	 	 	following	 	 	authorized	 
	 	 	Amount of this	 	 	Amount of this	 	 	such decrease	 	 	officer of Trustee	 
	Date of Exchange	 	Global Note	 	 	Global Note	 	 	(or increase)	 	 	or Custodian	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





A2-11









 





EXHIBIT B




FORM OF CERTIFICATE OF TRANSFER




Vanguard Health Systems, Inc.

20 Burton Hills Boulevard

Suite 100

Nashville, Tennessee 37215

Attention: General Counsel




U.S. Bank National Association

Corporate Trust Services

60 Livingston Avenue

St. Paul, Minnesota 55107

Attention: General Counsel




Re: 10.375% Senior Discount Notes due 2016




     Reference is hereby made to the Indenture, dated as of January 26, 2011 (the “Indenture”),
between Vanguard Health Systems, Inc., a Delaware corporation {the “Issuer”), and U.S. Bank
National Association, as trustee. Capitalized terms used but not defined herein shall have the
meanings given to them in the Indenture.



     ________________________, (the “Transferor”) owns and proposes to transfer the Note[s] or
interest in such Note[s] specified in Annex A hereto, in the principal amount of $___________ in
such Note[s] or interests (the “Transfer”), to _______________________ (the “Transferee”), as
further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby
certifies that:



[CHECK ALL THAT APPLY]




     1. o CHECK IF TRANSFEREE SHALL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE 144A GLOBAL NOTE
OR A RESTRICTED DEFINITIVE NOTE PURSUANT TO RULE 144A. The Transfer is being effected pursuant to
and in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities
Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or
Definitive Note is being transferred to a Person that the Transferor reasonably believes is
purchasing the beneficial interest or Definitive Note for its own account, or for one or more
accounts with respect to which such Person exercises sole investment discretion, and such Person
and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a
transaction meeting the requirements of Rule 144A, and such Transfer is in compliance with any
applicable blue sky securities laws of any state of the United States. Upon consummation of the
proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note shall be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the 144A Global Note and/or the Restricted Definitive Note and
in the Indenture and the Securities Act.



     2. o CHECK IF TRANSFEREE SHALL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE REGULATION S
TEMPORARY GLOBAL NOTE, THE REGULATION S PERMANENT GLOBAL NOTE OR A RESTRICTED DEFINITIVE NOTE
PURSUANT TO REGULATION S. The Transfer is being effected pursuant to and in accordance with Rule
903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies
that (i) the Transfer is not being made to a Person in the United States and (x) at the time the
buy order was originated, the Transferee was outside the United States or such Transferor and any
Person acting on its behalf reasonably believed and believes that the Transferee was outside the
United States or (y) the transaction was executed in, on or through the facilities of a designated
offshore securities market and neither such Transferor nor any Person acting on its behalf knows
that the transaction was prearranged with a buyer in the United States, (ii) no directed selling
efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of
Regulation S under the Securities Act, (iii) the transaction is not part of a plan or scheme to
evade the registration



B-1









 




requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the
expiration of the Restricted Period, the transfer is not being made to a U.S. Person or for the
account or benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of the
proposed transfer in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note shall be subject to the restrictions on Transfer enumerated in the
Private Placement Legend printed on the Regulation S Permanent Global Note, the Regulation S
Temporary Global Note and/or the Restricted Definitive Note and in the Indenture and the Securities
Act.




     3. o CHECK AND COMPLETE IF TRANSFEREE SHALL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE IAI
GLOBAL NOTE OR A RESTRICTED DEFINITIVE NOTE PURSUANT TO ANY PROVISION OF THE SECURITIES ACT OTHER
THAN RULE 144A OR REGULATION S. The Transfer is being effected in compliance with the transfer
restrictions applicable to beneficial interests in Restricted Global Notes and Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue
sky securities laws of any state of the United States, and accordingly the Transferor hereby
further certifies that (check one):



     (a) o such Transfer is being effected pursuant to and in accordance with Rule 144 under the
Securities Act; or



     (b) o such Transfer is being effected to the Issuer or a subsidiary thereof; or



     (c) o such Transfer is being effected pursuant to an effective registration statement under
the Securities Act and in compliance with the prospectus delivery requirements of the Securities
Act; or



     (d) o such Transfer is being effected to an Institutional Accredited Investor and pursuant to
an exemption from the registration requirements of the Securities Act other than Rule 144A, Rule
144, Rule 903 or Rule 904, and the Transferor hereby further certifies that it has not engaged in
any general solicitation within the meaning of Regulation D under the Securities Act and the
Transfer complies with the transfer restrictions applicable to beneficial interests in a Restricted
Global Note or Restricted Definitive Notes and the requirements of the exemption claimed, which
certification is supported by (1) a certificate executed by the Transferee in the form of Exhibit D
to the Indenture and (2) requested by an Issuer, an Opinion of Counsel provided by the Transferor
or the Transferee (a copy of which the Transferor has attached to this certification), to the
effect that such Transfer is in compliance with the Securities Act. Upon consummation of the
proposed transfer in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note shall be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the IAI Global Note and/or the Restricted Definitive Notes and
in the Indenture and the Securities Act.



     4. o CHECK IF TRANSFEREE SHALL TAKE DELIVERY OF A BENEFICIAL INTEREST IN AN UNRESTRICTED
GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.



     (a) o CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is being effected pursuant
to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer
restrictions contained in the Indenture and any applicable blue sky securities laws of any state of
the United States and (ii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the Securities Act. Upon
consummation of the proposed Transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Note shall no longer be subject to the restrictions
on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on
Restricted Definitive Notes and in the Indenture.



     (b) o CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The Transfer is being effected
pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance
with the transfer restrictions contained in the Indenture and any applicable blue sky securities
laws of any state of the United States and (ii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note shall no longer be



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subject to the restrictions on transfer enumerated in the Private Placement Legend printed on
the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.




     (c) o CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The Transfer is being effected
pursuant to and in compliance with an exemption from the registration requirements of the
Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer
restrictions contained in the Indenture and any applicable blue sky securities laws of any state of
the United States and (ii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the Securities Act. Upon
consummation of the proposed Transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Note shall not be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or
Restricted Definitive Notes and in the Indenture.



     This certificate and the statements contained herein are made for your benefit and the benefit
of the Issuer.



	 	 	 	 	 	 	 

	 	 	 	 	 
	 	 	[Insert Name of Transferor]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 





Dated: ___________________






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ANNEX A TO CERTIFICATE OF TRANSFER





	1.	 	The Transferor owns and proposes to transfer the following:





[CHECK ONE OF (a) OR (b)]





	(a)	 	o a beneficial interest in the:






	 	(i)	 	o 144A Global Note (CUSIP ___________), or
	 
	 	(ii)	 	o Regulation S Global Note (CUSIP _____________), or
	 
	 	(iii)	 	o IAI Global Note (CUSIP ____________); or






	(b)	 	o a Restricted Definitive Note.
	 
	2.	 	After the Transfer the Transferee shall hold:





[CHECK ONE]





	(a)	 	o a beneficial interest in the:






	 	(i)	 	o 144A Global Note (CUSIP ___________), or
	 
	 	(ii)	 	o Regulation S Global Note (CUSIP ____________), or
	 
	 	(iii)	 	o IAI Global Note (CUSIP ______________), or
	 
	 	(iv)	 	o Unrestricted Global Note (CUSIP ______________); or






	(b)	 	o a Restricted Definitive Note; or
	 
	(c)	 	o an Unrestricted Definitive Note, in accordance with the terms of the Indenture.





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EXHIBIT C




FORM OF CERTIFICATE OF EXCHANGE




Vanguard Health Systems, Inc.

20 Burton Hills Boulevard

Suite 100

Nashville, Tennessee 37215

Attention: General Counsel




U.S. Bank National Association

Corporate Trust Services

60 Livingston Avenue

St. Paul, Minnesota 55107

Attention: General Counsel




Re: 10.375% Senior Notes due 2016 (CUSIP      )




     Reference is hereby made to the Indenture, dated as of January 26, 2011 (the “Indenture”),
between Vanguard Health Systems, Inc., a Delaware corporation (the “Issuer”), and U.S. Bank
National Association, as trustee. Capitalized terms used but not defined herein shall have the
meanings given to them in the Indenture.



     ________________________ (the “Owner”) owns and proposes to exchange the Note[s] or interest
in such Note[s] specified herein, in the principal amount of $____________ in such Note[s] or
interests (the “Exchange”). In connection with the Exchange, the owner hereby certifies that:



     1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL
NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE



     (a) o CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL
INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the owner’s beneficial
interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an
equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired
for the owner’s own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance
with the Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted
Global Note is being acquired in compliance with any applicable blue sky securities laws of any
state of the United States.



     (b) o CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO
UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the owner’s beneficial interest
in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the
Definitive Note is being acquired for the owner’s own account without transfer, (ii) such Exchange
has been effected in compliance with the transfer restrictions applicable to the Restricted Global
Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance
with any applicable blue sky securities laws of any state of the United States.



     (c) o CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN AN
UNRESTRICTED GLOBAL NOTE. In connection with the owner’s Exchange of a Restricted



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Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby
certifies (i) the beneficial interest is being acquired for the Owner’s own account without
transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions
applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities
Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend
are not required in order to maintain compliance with the Securities Act and (iv) the beneficial
interest is being acquired in compliance with any applicable blue sky securities laws of any state
of the United States.




     (d) o CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO UNRESTRICTED DEFINITIVE NOTE.
In connection with the owner’s Exchange of a Restricted Definitive Note for an Unrestricted
Definitive Note, the owner hereby certifies (i) the Unrestricted Definitive Note is being acquired
for the owner’s own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in
accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain compliance with the
Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any
applicable blue sky securities laws of any state of the United States.



     2. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES
FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES



     (a) o CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO RESTRICTED
DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a
Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the owner
hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account
without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the
Indenture, the Restricted Definitive Note issued shall continue to be subject to the restrictions
on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note
and in the Indenture and the Securities Act.



     (b) o CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN A
RESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s Restricted Definitive Note
for a beneficial interest in the [CHECK ONE] o 144A Global Note, o Regulation S Global Note, o IAI
Global Note with an equal principal amount, the owner hereby certifies (i) the beneficial interest
is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and
pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue
sky securities laws of any state of the United States. Upon consummation of the proposed Exchange
in accordance with the terms of the Indenture, the beneficial interest issued shall be subject to
the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant
Restricted Global Note and in the Indenture and the Securities Act.



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     This certificate and the statements contained herein are made for your benefit and the benefit
of the Issuer.



	 	 	 	 	 	 	 

	 	 	 	 	 
	 	 	[Insert Name of Transferor]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 





Dated: ________________




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EXHIBIT D




FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR




Vanguard Health Systems, Inc.

20 Burton Hills Boulevard

Suite 100

Nashville, Tennessee 37215

Attention: General Counsel




U.S. Bank National Association

Corporate Trust Services

60 Livingston Avenue

St. Paul, Minnesota 55107

Attention: General Counsel




Re: 10.375% Senior Discount Notes due 2016




     Reference is hereby made to the Indenture, dated as of January 26, 2011 (the “Indenture”),
between Vanguard Health Systems, Inc., a Delaware corporation (the “Issuer”), and U.S. Bank
National Association, as trustee. Capitalized terms used but not defined herein shall have the
meanings given to them in the Indenture.



     In connection with our proposed purchase of $___________ aggregate principal amount of:



     (a) o a beneficial interest in a Global Note, or



     (b) o a Definitive Note, we confirm that:



     1. We understand that any subsequent transfer of the Notes or any interest therein is subject
to certain restrictions and conditions set forth in the Indenture and the undersigned agrees to be
bound by, and not to resell, pledge or otherwise transfer the Notes or any interest therein except
in compliance with, such restrictions and conditions and the Securities Act of 1933, as amended
(the “Securities Act”).



     2. We understand that the offer and sale of the Notes have not been registered under the
Securities Act, and that the Notes and any interest therein may not be offered or sold except as
permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for
which we are acting as hereinafter stated, that if we should sell the Notes or any interest
therein, we shall do so only (A) to the Issuer or any subsidiary thereof, (B) in accordance with
Rule 144A under the Securities Act to a “qualified institutional buyer” (as defined therein), (C)
to an institutional “accredited investor” (as defined below) that, prior to such transfer,
furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you and to the Issuer a
signed letter substantially in the form of this letter and, if requested by an Issuer, an Opinion
of Counsel in form reasonably acceptable to the Issuer to the effect that such transfer is in
compliance with the Securities Act, (D) outside the United States in accordance with Rule 904 of
Regulation S under the Securities Act, (E) pursuant to the provisions of Rule 144(k) under the
Securities Act or (F) pursuant to an effective registration statement under the Securities Act, and
we further agree to provide to any Person purchasing the Definitive Note or beneficial interest in
a Global Note from us in a transaction meeting the requirements of clauses (A) through (E) of this
paragraph a notice advising such purchaser that resales thereof are restricted as stated herein.



     3. We understand that, on any proposed resale of the Notes or beneficial interest therein, we
shall be required to furnish to you and the Issuer such certifications, legal opinions and other
information as you and the Issuer may reasonably require to confirm that the proposed sale complies
with the foregoing restrictions. We further understand that the Notes purchased by us shall bear a
legend to the foregoing effect.



D-1









 





     4. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or
(7) of Regulation D under the Securities Act) and have such knowledge and experience in financial
and business matters as to be capable of evaluating the merits and risks of our investment in the
Notes, and we and any accounts for which we are acting are each able to bear the economic risk of
our or its investment.



     5. We are acquiring the Notes or beneficial interest therein purchased by us for our own
account or for one or more accounts (each of which is an institutional “accredited investor”) as to
each of which we exercise sole investment discretion.



     You and the Issuer are entitled to rely upon this letter and are irrevocably authorized to
produce this letter or a copy hereof to any interested party in any administrative or legal
proceedings or official inquiry with respect to the matters covered hereby.



	 	 	 	 	 	 	 

	 	 	[Insert Name of Accredited Investor]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 






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EXHIBIT E




[FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT GUARANTORS]




     SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of ______________, 201_,
between _____________________________ (the “New Guarantor”), a subsidiary of Vanguard Health
Systems, Inc., a Delaware corporation (the “Issuer”), and U.S. Bank National Association, as
trustee under the Indenture referred to below (the “Trustee”).



WITNESSETH




     WHEREAS, the Issuer has heretofore executed and delivered to the Trustee an indenture (as
amended, supplemented or otherwise modified, the “Indenture”), dated as of January 26. 2011
providing for the issuance of 10.375% Senior Discount Notes due 2016 (the “Notes”);



     WHEREAS, Section 4.14 of the Indenture provides that under certain circumstances the New
Guarantor shall execute and deliver to the Trustee a supplemental indenture pursuant to which the
New Guarantor shall unconditionally guarantee all of the Issuer’s Obligations under the Notes and
the Indenture on the terms and conditions set forth herein (the “Guarantee”); and



     WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee and the Issuer are 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 New Guarantor, the Issuer and the
Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes
as follows:



     1. Defined Terms. Defined terms used herein without definition shall have the
meanings assigned to them in the Indenture.



     2. Agreement to Guarantee. The New Guarantor hereby agrees, jointly and severally
with all existing Guarantors (if any), to provide an unconditional Guarantee on the terms and
subject to the conditions set forth in Article X of the Indenture and to be bound by all other
applicable provisions of the Indenture and the Notes and to perform all of the obligations and
agreements of a Guarantor under the Indenture.



     3. No Recourse Against Others. No past, present or future director, manager, officer,
employee, incorporator, stockholder or member of the Issuer, any parent entity of the Issuer or any
Subsidiary, as such, shall have any liability for any obligations of the Issuer or the Guarantors
under the Notes, this Indenture, the Guarantees or for any claim based on, in respect of, or by
reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and
releases all such liability. The waiver and release are part of the consideration for issuance of
the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.



     4. Notices. All notices or other communications to the New Guarantor shall be given
as provided in Section 12.02 of the Indenture.



     5. 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.



     6. GOVERNING LAW. THIS INDENTURE, THE NOTES AND THE GUARANTEES SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



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     7. Counterparts. The parties may sign any number of copies of this Supplemental
Indenture. Each signed copy shall be an original, but all of them together represent the same
agreement.



     8. Effect of Headings. The section headings herein are for convenience only and shall
not affect the construction hereof.



     9. Trustee Makes No Representation. The Trustee makes no representation as to the
validity or sufficiency of this Supplemental Indenture.



E-2









 





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


Dated: _________________, 20__




	 	 	 	 	 
	 	[NEW GUARANTOR]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	VANGUARD HEALTH SYSTEMS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 




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