exv4w3






Exhibit 4.3




REGISTRATION RIGHTS AGREEMENT




by and among



VANGUARD HEALTH HOLDING COMPANY II, LLC,



VANGUARD HOLDING COMPANY II, INC.,



VANGUARD HEALTH SYSTEMS, INC.



and



the Other Guarantors Party Hereto



and



Merrill Lynch, Pierce, Fenner & Smith Incorporated

Barclays Capital Inc.

Citigroup Global Markets Inc.

Deutsche Bank Securities Inc.

Goldman, Sachs & Co.

Morgan Stanley & Co. Incorporated



Dated as of January 26, 2011



 









 





REGISTRATION RIGHTS AGREEMENT




     This Registration Rights Agreement (this “Agreement”) is made and entered into as of January
26, 2011, by and among Vanguard Health Holding Company II, LLC, a Delaware limited liability
company (the “Company”), and Vanguard Holding Company II, Inc., a Delaware corporation (together
with the Company, the “Companies”), Vanguard Health Systems, Inc., a Delaware corporation (the
“Parent”), the other entities listed on the signature pages hereof as “Guarantors” (collectively,
the “Guarantors”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Barclays Capital Inc.
on behalf of themselves and as representatives of the several initial purchasers listed on Schedule
I hereto (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the
Companies’ 7.750% Senior Notes due 2019 (the “Initial Notes”) fully and unconditionally guaranteed
by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement (as defined below). The
Initial Notes and the Guarantees attached thereto are herein collectively referred to as the
“Initial Securities.” The Companies and the Guarantors are collectively referred to herein as the
“Issuers.”



     This Agreement is made pursuant to the Purchase Agreement, dated January 21, 2011 (the
“Purchase Agreement”), among the Companies, the Guarantors and the Initial Purchasers (i) for the
benefit of the Initial Purchasers and (ii) for the benefit of the holders from time to time of the
Initial Securities, including the Initial Purchasers. In order to induce the Initial Purchasers to
purchase the Initial Securities, the Issuers have agreed to provide the registration rights set
forth in this Agreement. The execution and delivery of this Agreement is a condition to the
obligations of the Initial Purchasers set forth in Section 5(f) of the Purchase Agreement.



     The parties hereby agree as follows:



     SECTION 1. Definitions. As used in this Agreement, the following capitalized terms shall have
the following meanings:



     Additional Interest Payment Date: With respect to the Initial Securities, each Interest
Payment Date.



     Broker-Dealer: Any broker or dealer registered under the Exchange Act.



     Business Day: Any day other than a Saturday, Sunday or U.S. federal holiday or a day on which
banking institutions or trust companies located in New York, New York are authorized or obligated
to be closed.



     Closing Date: The date of this Agreement.



     Commission: The Securities and Exchange Commission.



     Consummate: A registered Exchange Offer shall be deemed “Consummated” for purposes of this
Agreement upon the occurrence of (i) the filing and effectiveness under the Securities Act of the
Exchange Offer Registration Statement relating to the Exchange Securities to be issued in the
Exchange Offer, (ii) the maintenance of such Registration Statement continuously effective and the
keeping of the Exchange Offer open for a period not less than the
minimum



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period required pursuant to Section 3(b) hereof, and (iii) the delivery by the Issuers
to the Registrar under the Indenture of Exchange Securities in the same aggregate principal amount
as the aggregate principal amount of Initial Securities that were tendered by Holders thereof
pursuant to the Exchange Offer.




     Exchange Act: The Securities Exchange Act of 1934, as amended.



     Exchange Offer: The registration by the Issuers under the Securities Act of the Exchange
Securities pursuant to a Registration Statement pursuant to which the Issuers offer the Holders of
all outstanding Transfer Restricted Securities the opportunity to exchange all such outstanding
Transfer Restricted Securities held by such Holders for Exchange Securities in an aggregate
principal amount equal to the aggregate principal amount of the Transfer Restricted Securities
tendered in such exchange offer by such Holders.



     Exchange Offer Registration Statement: The Registration Statement relating to the Exchange
Offer, including the related Prospectus.



     Exempt Resales: The transactions in which the Initial Purchasers propose to sell the Initial
Securities to certain “qualified institutional buyers,” as such term is defined in Rule 144A under
the Securities Act and to certain non-U.S. persons pursuant to Regulation S under the Securities
Act.



     Exchange Securities: The 7.750% Senior Notes due 2019, of the same series under the Indenture
as the Initial Notes and the Guarantees attached thereto, to be issued to Holders in exchange for
Transfer Restricted Securities pursuant to this Agreement.



     FINRA: The Financial Industry Regulatory Authority.



     Holders: As defined in Section 2(b) hereof.



     Indemnified Holder: As defined in Section 8(a) hereof.



     Indenture: The Indenture, dated as of January 26, 2011, by and among the Issuers and U.S.
Bank National Association, as trustee (the “Trustee”), pursuant to which the Initial Securities are
to be issued, as such Indenture is amended or supplemented from time to time in accordance with the
terms thereof.



     Initial Purchasers: As defined in the preamble hereto.



     Initial Notes: As defined in the preamble hereto.



     Initial Placement: The issuance and sale by the Companies of the Initial Securities to the
Initial Purchasers pursuant to the Purchase Agreement.



     Initial Securities. As defined in the preamble hereto.



     Interest Payment Date: As defined in the Indenture and the Initial Securities.



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     Person: An individual, partnership, corporation, trust or unincorporated organization, or a
government or agency or political subdivision thereof.



     Prospectus: The prospectus included in a Registration Statement, as amended or supplemented
by any prospectus supplement and by all other amendments thereto, including post-effective
amendments, and all material incorporated by reference into such Prospectus.



     Registration Default: As defined in Section 5 hereof.



     Registration Statement: Any registration statement of the Issuers relating to (a) an offering
of Exchange Securities pursuant to an Exchange Offer or (b) the registration for resale of Transfer
Restricted Securities pursuant to the Shelf Registration Statement, which is filed pursuant to the
provisions of this Agreement, in each case, including the Prospectus included therein, all
amendments and supplements thereto (including post-effective amendments) and all exhibits and
material incorporated by reference therein.



     Securities Act: The Securities Act of 1933, as amended.



     Shelf Filing Deadline: As defined in Section 4(a) hereof.



     Shelf Registration Statement: As defined in Section 4(a) hereof.



     Shelf Suspension Period: As defined in Section 4(a) hereof.



     Transfer Restricted Securities: Each Initial Security, until the earliest to occur of (a) the
date on which such Initial Security is exchanged in the Exchange Offer for an Exchange Security
entitled to be resold to the public by the Holder thereof without complying with the prospectus
delivery requirements of the Securities Act, (b) the date on which such Initial Security has been
effectively registered under the Securities Act and disposed of in accordance with a Shelf
Registration Statement, (c) the date on which such Initial Security is distributed to the public by
a Broker-Dealer pursuant to the “Plan of Distribution” contemplated by the Exchange Offer
Registration Statement (including delivery of the Prospectus contained therein) and (d) the later
of (x) the date which is two years after the date the Initial Securities were originally issued and
(y) the date upon which such Initial Security (and the related Guarantees) has been resold in
compliance with Rule 144 under the Securities Act; provided that such Initial Security no longer
bears any restrictive legend relating to the Securities Act and does not bear a restricted CUSIP
number.



     Trust Indenture Act: The Trust Indenture Act of 1939, as amended.



     Underwritten Registration or Underwritten Offering: A registration in which securities of the
Companies are sold to an underwriter for reoffering to the public.



     SECTION 2. Securities Subject to this Agreement.



     (a) Transfer Restricted Securities. The securities entitled to the benefits of this Agreement
are the Transfer Restricted Securities.



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     (b) Holders of Transfer Restricted Securities. A Person is deemed to be a holder of Transfer
Restricted Securities (each, a “Holder”) whenever such Person owns Transfer Restricted Securities.



     SECTION 3. Registered Exchange Offer.



     (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission
policy (after the procedures set forth in Section 6(a) hereof have been complied with), the Issuers
shall use their reasonable best efforts to (i) cause to be filed with the Commission a Registration
Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii)
cause such Registration Statement to become effective at the earliest possible time, (iii) in
connection with the foregoing, file (A) all pre-effective amendments to such Registration Statement
as may be necessary in order to cause such Registration Statement to become effective, (B) if
applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under
the Securities Act and (C) cause all necessary filings in connection with the registration and
qualification of the Exchange Securities to be made under the state securities or blue sky laws of
such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the
effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer
shall be on the appropriate form permitting registration of the Exchange Securities to be offered
in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held
by Broker-Dealers as contemplated by Section 3(c) hereof.



     (b) The Issuers shall cause the Exchange Offer Registration Statement to be effective
continuously and shall keep the Exchange Offer open for a period of not less than the minimum
period required under applicable federal and state securities laws to Consummate the Exchange
Offer; provided, however, that in no event shall such period be less than 20 Business Days after
the date notice of the Exchange Offer is mailed to the Holders. The Issuers shall cause the
Exchange Offer to comply with all applicable federal and state securities laws. No securities
other than the Exchange Securities, the Companies’ 8% Senior Notes due 2018 and Parent’s 10.375%
Senior Discount Notes due 2016 shall be included in the Exchange Offer Registration Statement. The
Issuers shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on
the earliest practicable date after the Exchange Offer Registration Statement has become effective,
but in no event later than 360 days after the Closing Date (or if such 360th day is not a Business
Day, the next succeeding Business Day).



     (c) The Issuers shall indicate in a “Plan of Distribution” section contained in the Prospectus
forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds
Initial Securities that are Transfer Restricted Securities and that were acquired for its own
account as a result of market-making activities or other trading activities (other than Transfer
Restricted Securities acquired directly from the Issuers), may exchange such Initial Securities
pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter”
within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the
requirements of the Securities Act in connection with any resales of the Exchange Securities
received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be
satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the



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Exchange Offer Registration Statement. Such “Plan of Distribution” section
shall also contain all other information with respect to such resales by Broker-Dealers that the
Commission may require in order to permit such resales pursuant thereto, but such “Plan of
Distribution” shall not name any such Broker-Dealer or disclose the amount of Initial Securities
held by any such Broker-Dealer except to the extent required by the Commission as a result of a
change in policy after the date of this Agreement.




     The Issuers shall use their reasonable best efforts to keep the Exchange Offer Registration
Statement continuously effective, supplemented and amended as required by the provisions of Section
6(c) hereof to the extent necessary to ensure that it is available for resales of Initial
Securities acquired by Broker-Dealers for their own accounts as a result of market-making
activities or other trading activities, and to ensure that it conforms with the requirements of
this Agreement, the Securities Act and the policies, rules and regulations of the Commission as
announced from time to time, for a period ending on the earlier of (i) 180 days from the date on
which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a
Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or
other trading activities.



     The Issuers shall provide sufficient copies of the latest version of such Prospectus to
Broker-Dealers promptly upon request at any time during such 180-day (or shorter as provided in the
foregoing sentence) period in order to facilitate such resales.



     SECTION 4. Shelf Registration.



     (a) Shelf Registration. If (i) the Issuers are not required to file an Exchange Offer
Registration Statement or to consummate the Exchange Offer because the Exchange Offer is not
permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a)
hereof have been complied with), (ii) for any reason the Exchange Offer is not Consummated within
360 days after the Closing Date (or if such 360th day is not a Business Day, the next succeeding
Business Day), or (iii) with respect to any Holder of Transfer Restricted Securities (A) such
Holder is prohibited by applicable law or Commission policy from participating in the Exchange
Offer, or (B) such Holder may not resell the Exchange Securities acquired by it in the Exchange
Offer to the public without delivering a prospectus and that the Prospectus contained in the
Exchange Offer Registration Statement is not appropriate or available for such resales by such
Holder, or (C) such Holder is a Broker-Dealer and holds Initial Securities acquired directly from
an Issuer or one of its affiliates, then, upon such Holder’s request, the Issuers shall




     (x) cause to be filed a shelf registration statement pursuant to Rule 415 under the
Securities Act, which may be an amendment to the Exchange Offer Registration Statement (in
either event, the “Shelf Registration Statement”) on or prior to the earliest to occur of
(1) the 90th day after the date on which the Company determines that it is not required to
file the Exchange Offer Registration Statement and (2) the 90th day after the date on which
the Company receives notice from a Holder of Transfer Restricted Securities as contemplated
by clause (ii) above (such date being the “Shelf Filing Deadline”), which Shelf Registration
Statement shall provide for resales of all Transfer Restricted Securities the Holders of
which shall have provided the information required pursuant to Section 4(b) hereof; and



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     (y) use their reasonable best efforts to cause such Shelf Registration Statement to be
declared effective by the Commission on or before the 90th day after the Shelf Filing
Deadline (or if such 90th day is not a Business Day, the next succeeding Business Day).



     The Issuers shall use their reasonable best efforts to keep such Shelf Registration Statement
continuously effective, supplemented and amended as required by the provisions of Sections 6(b) and
(c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities
by the Holders of Transfer Restricted Securities entitled to the benefit of this Section 4(a), and
to ensure that it conforms with the requirements of this Agreement, the Securities Act and the
policies, rules and regulations of the Commission as announced from time to time, for a period of
at least two years following the effective date of such Shelf Registration Statement (or shorter
period that will terminate when all the Initial Securities covered by such Shelf Registration
Statement have been sold pursuant to such Shelf Registration Statement).



     Notwithstanding anything to the contrary in this Agreement, at any time the Issuers may delay
the filing of any Shelf Registration Statement or delay or suspend the effectiveness thereof, for a
reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times
during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors and
Board of Representatives, as applicable, of the Companies determines reasonably and in good faith
that the filing of any such initial Shelf Registration Statement or the continuing effectiveness
thereof would require the disclosure of material non-public information that, in the reasonable
judgment of the Board of Directors and the Board of Representatives, as applicable, of the
Companies, would be detrimental to the Issuers if so disclosed or would otherwise materially
adversely affect a financing, acquisition, disposition, merger or other material transaction or
such action is required by applicable law.



     (b) Provision by Holders of Certain Information in Connection with the Shelf Registration
Statement. No Holder of Transfer Restricted Securities may include any of its Transfer Restricted
Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such
Holder furnishes to the Issuers in writing, within 20 Business Days after receipt of a request
therefor, such information as the Issuers may reasonably request for use in connection with any
Shelf Registration Statement or Prospectus or preliminary Prospectus included therein. Each Holder
as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the
Issuers all information required to be disclosed in order to make the information previously
furnished to the Issuers by such Holder not materially misleading.



     SECTION 5. Additional Interest. If (i) the Exchange Offer has not been Consummated within 360
days after the Closing Date or (ii) any Registration Statement required by this Agreement is filed
and declared effective but shall thereafter cease to be effective or fail to be usable for its
intended purpose without being succeeded immediately by a post-effective amendment to such
Registration Statement that cures such failure and that is itself immediately declared effective
(each such event referred to in clauses (i) and (ii), a “Registration Default”), the Issuers hereby
agree that the interest rate borne by the Transfer Restricted Securities shall be increased by
0.25% per annum during the 90-day period immediately following the occurrence of any Registration
Default and shall increase by 0.25% per annum at the end of each subsequent



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90-day period, but in no event shall such increase exceed 1.00% per annum. Following the cure
of all Registration Defaults relating to any particular Transfer Restricted Securities, the
interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original
interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any
such reduction in interest rate, a different Registration Default occurs, the interest rate borne
by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing
provisions. Notwithstanding any other provisions of this Section 5, the Issuers shall not be
obligated to pay Additional Interest provided in this Section 5 during a Shelf Suspension Period
permitted by Section 4 (a) hereof.




     All obligations of the Issuers set forth in the preceding paragraph that are outstanding with
respect to any Transfer Restricted Security at the time such security ceases to be a Transfer
Restricted Security shall survive until such time as all such obligations with respect to such
security shall have been satisfied in full.



     SECTION 6. Registration Procedures.



     (a) Exchange Offer Registration Statement. In connection with the Exchange Offer, the Issuers
shall comply with all of the provisions of Section 6(c) hereof, shall use their reasonable best
efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in
accordance with the intended method or methods of distribution thereof, and shall comply with all
of the following provisions:




     (i) If in the reasonable opinion of counsel to the Issuers there is a question as to
whether the Exchange Offer is permitted by applicable law and it is advisable to do so, the
Issuers hereby agree to seek a no-action letter or other favorable decision from the
Commission allowing the Issuers to Consummate an Exchange Offer for such Initial Securities.
The Issuers hereby agree to pursue the issuance of such a decision to the Commission staff
level but shall not be required to take action to effect a change of Commission policy. The
Issuers hereby agree, however, to (A) participate in telephonic conferences with the
Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the
Issuers setting forth the legal bases, if any, upon which such counsel has concluded that
such an Exchange Offer should be permitted and (C) diligently pursue a resolution by the
Commission staff of such submission.




     (ii) As a condition to its participation in the Exchange Offer pursuant to the terms of
this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the
request of the Issuers, prior to the Consummation thereof, a written representation to the
Issuers (which may be contained in the letter of transmittal contemplated by the Exchange
Offer Registration Statement) to the effect that (A) it is not an affiliate of the Issuers,
(B) it is not engaged in, and does not intend to engage in, and has no arrangement or
understanding with any Person to participate in, a distribution of the Exchange Securities
to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities in its
ordinary course of business. In addition, all such Holders of Transfer Restricted
Securities shall otherwise cooperate in the Issuers’ preparations for the Exchange Offer.
Each Holder including any Holder that is a Broker-Dealer, hereby acknowledges and agrees
that any such Holder using the Exchange Offer to participate in a distribution of the



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securities to be acquired in the Exchange Offer (1) could not
under Commission policy as in effect on the date of this Agreement rely on the position of
the Commission enunciated in Morgan Stanley & Co., Inc. (available June 5, 1991) and
Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the
Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters
(which may include any no-action letter obtained pursuant to clause (i) above), and (2) must
comply with the registration and prospectus delivery requirements of the Securities Act in
connection with a secondary resale transaction and that such a secondary resale transaction
should be covered by an effective registration statement containing the selling security
holder information required by Item 507 or 508, as applicable, of Regulation S-K if the
resales are of Exchange Securities obtained by such Holder in exchange for Initial
Securities acquired by such Holder directly from the Issuers.



     (b) Shelf Registration Statement. In connection with the Shelf Registration Statement, the
Issuers shall comply with all the provisions of Section 6(c) hereof and shall use their reasonable
best efforts to effect such registration to permit the sale of the Transfer Restricted Securities
being sold in accordance with the intended method or methods of distribution thereof, and pursuant
thereto the Issuers will as expeditiously as possible prepare and file with the Commission a
Registration Statement relating to the registration on any appropriate form under the Securities
Act, which form shall be available for the sale of the Transfer Restricted Securities in accordance
with the intended method or methods of distribution thereof.



     (c) General Provisions. In connection with any Registration Statement and any Prospectus
required by this Agreement to permit the sale or resale of Transfer Restricted Securities
(including, without limitation, any Registration Statement and the related Prospectus required to
permit resales of Initial Securities by Broker-Dealers), the Issuers shall:




     (i) use their reasonable best efforts to keep such Registration Statement continuously
effective and provide all requisite financial statements (including, if required by the
Securities Act or any regulation thereunder, financial statements of the Guarantors for the
period specified in Section 3 or 4 hereof, as applicable; upon the occurrence of any event
that would cause any such Registration Statement or the Prospectus contained therein (A) to
contain an untrue statement of material fact or omit to state a material fact necessary to
make the statements therein not misleading or (B) not to be effective and usable for resale
of Transfer Restricted Securities during the period required by this Agreement, the Issuers
shall file promptly an appropriate amendment to such Registration Statement or supplement to
the Prospectus or documents incorporated by reference, in the case of clause (A), correcting
any such misstatement or omission, and, in the case of either clause (A) or (B), use their
reasonable best efforts to cause such amendment to be declared effective and such
Registration Statement and the related Prospectus to become usable for their intended
purpose(s) as soon as practicable thereafter;




     (ii) prepare and file with the Commission such amendments and post-effective amendments
to the applicable Registration Statement as may be necessary to keep the
Registration Statement effective for the applicable period set forth in Section 3 or 4
hereof, as applicable, or such shorter period as will terminate when all Transfer Restricted



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Securities covered by such Registration Statement have been sold; cause the Prospectus to be
supplemented by any required Prospectus supplement, and as so supplemented to be filed
pursuant to Rule 424 under the Securities Act, and to comply fully with the applicable
provisions of Rules 424 and 430A under the Securities Act in a timely manner; and comply
with the provisions of the Securities Act with respect to the disposition of all securities
covered by such Registration Statement during the applicable period in accordance with the
intended method or methods of distribution by the sellers thereof set forth in such
Registration Statement or supplement to the Prospectus;




     (iii) advise the underwriter(s), if any, and selling Holders promptly and, if requested
by such Persons, to confirm such advice in writing, (A) when the Prospectus or any
Prospectus supplement or post-effective amendment has been filed, and, with respect to any
Registration Statement or any post-effective amendment thereto, when the same has become
effective, (B) of any request by the Commission for amendments to the Registration Statement
or amendments or supplements to the Prospectus or for additional information relating
thereto, (C) of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement under the Securities Act or of the suspension by
any state securities commission of the qualification of the Transfer Restricted Securities
for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the
preceding purposes and (D) of the existence of any fact or the happening of any event that
makes any statement of a material fact made in the Registration Statement, the Prospectus,
any amendment or supplement thereto, or any document incorporated by reference therein
untrue, or that requires the making of any additions to or changes in the Registration
Statement or the Prospectus in order to make the statements therein not misleading. If at
any time the Commission shall issue any stop order suspending the effectiveness of the
Registration Statement, or any state securities commission or other regulatory authority
shall issue an order suspending the qualification or exemption from qualification of the
Transfer Restricted Securities under state securities or blue sky laws, the Issuers shall
use their reasonable best efforts to obtain the withdrawal or lifting of such order at the
earliest possible time;




     (iv) furnish without charge to counsel for the Initial Purchasers, each selling Holder
named in any Registration Statement, and each of the underwriter(s), if any, at least one
copy before filing with the Commission, of any Registration Statement or any Prospectus
included therein or any amendments or supplements to any such Registration Statement or
Prospectus (including, if requested by any such Person, all documents incorporated by
reference after the initial filing of such Registration Statement if not available on the
Commission’s EDGAR database), which documents will be subject to the review of the Initial
Purchasers in connection with such sale, if any, for a period of at least five Business
Days, and the Issuers will not file any such Registration Statement or Prospectus or any
amendment or supplement to any such Registration Statement or Prospectus (including all such
documents incorporated by reference) to which an Initial Purchaser of Transfer Restricted
Securities covered by such Registration Statement or the underwriter, if any, shall
reasonably object in writing within five Business Days after the
receipt thereof (such objection to be deemed timely made upon confirmation of telecopy
transmission within such period). The objection of an Initial Purchaser or underwriter, if



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any, shall be deemed to be reasonable if such Registration Statement, amendment, Prospectus
or supplement, as applicable, as proposed to be filed, contains an untrue statement of a
material fact or omits to state a material fact necessary to make the statements therein not
misleading;




     (v) promptly prior to the filing of any document that is to be incorporated by
reference into a Registration Statement or Prospectus, provide copies of such document to
the Initial Purchasers, each selling Holder named in any Registration Statement, and to the
underwriter(s), if any, make the Issuers’ representatives available for discussion of such
document and other customary due diligence matters, and include such information in such
document prior to the filing thereof as such selling Holders or underwriter(s), if any,
reasonably may request;




     (vi) make available at reasonable times for inspection by the Initial Purchasers, the
managing underwriter(s), if any, participating in any disposition pursuant to such
Registration Statement and any attorney or accountant retained by such Initial Purchasers or
any of the underwriter(s), all pertinent financial and other records, pertinent corporate
documents and properties of each of the Issuers and cause the Issuers’ officers, directors
and employees to supply all information reasonably requested by any such Holder,
underwriter, attorney or accountant in connection with such Registration Statement or any
post-effective amendment thereto subsequent to the filing thereof and prior to its
effectiveness, in each case, as shall be reasonably necessary to enable such persons to
conduct an investigation within the meaning of Section 11 of the Securities Act; provided,
however, (A) that the foregoing inspection and information gathering shall be coordinated on
behalf of the Initial Purchasers by Cahill, Gordon & Reindel llp and on behalf of
any other parties by one counsel designated by and on behalf of such other parties as
described in Section 7 hereof, and (B) that any information that is reasonably and in good
faith designated by the Issuers in writing as confidential at the time of delivery of such
information shall be kept confidential by the Initial Purchasers, the Holders, or any such
underwriter, attorney, accountant or other agent, unless (1) disclosure of such information
is required by court or administrative order or is necessary to respond to inquiries of
regulatory authorities, (2) disclosure of such information is required by law (including any
disclosure requirements pursuant to federal securities laws in connection with the filing of
such Registration Statement or the use of any Prospectus), (3) such information becomes
generally available to the public other than as a result of a disclosure or failure to
safeguard such information by such person or (4) such information becomes available to such
Initial Purchaser, Holder, underwriter, attorney, accountant or other agent from a source
other than the Issuer and such source is not known by the relevant Initial Purchaser,
Holder, underwriter, attorney, accountant or other agent to be bound by a confidentiality
agreement or is not otherwise under a duty of trust to the Issuer;




     (vii) if requested by any selling Holders or the underwriter(s), if any, promptly
incorporate in any Registration Statement or Prospectus, pursuant to a supplement or
post-effective amendment if necessary, such information as such selling Holders and
underwriter(s), if any, may reasonably request to have included therein, including, without
limitation, information relating to the “Plan of Distribution” of the Transfer Restricted



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Securities, information with respect to the principal amount of Transfer Restricted
Securities being sold to such underwriter(s), the purchase price being paid therefor and any
other terms of the offering of the Transfer Restricted Securities to be sold in such
offering; and make all required filings of such Prospectus supplement or post-effective
amendment as soon as practicable after the Issuers are notified of the matters to be
incorporated in such Prospectus supplement or post-effective amendment;




     (viii) use reasonable best efforts to confirm that the ratings assigned to the Initial
Securities will apply to the Transfer Restricted Securities covered by the Registration
Statement, if so requested by the Holders of a majority in aggregate principal amount of
Initial Securities covered thereby or the underwriter(s), if any;




     (ix) furnish to each Initial Purchaser, each selling Holder and each of the
underwriter(s), if any, without charge, at least one copy of the Registration Statement, as
first filed with the Commission, and of each amendment thereto, including financial
statements and schedules and if requested all documents incorporated by reference therein
and all exhibits (including exhibits incorporated therein by reference);




     (x) deliver to each selling Holder and each of the underwriter(s), if any, without
charge, as many copies of the Prospectus (including each preliminary prospectus) and any
amendment or supplement thereto as such Persons reasonably may request; the Issuers hereby
consent to the use of the Prospectus and any amendment or supplement thereto by each of the
selling Holders and each of the underwriter(s), if any, in connection with the offering and
the sale of the Transfer Restricted Securities covered by the Prospectus or any amendment or
supplement thereto;




     (xi) enter into such agreements (including an underwriting agreement), and make such
representations and warranties, and take all such other actions in connection therewith in
order to expedite or facilitate the disposition of the Transfer Restricted Securities
pursuant to any Registration Statement contemplated by this Agreement, all to such extent as
may be reasonably requested by an Initial Purchaser or by any Holder of Transfer Restricted
Securities or underwriter in connection with any sale or resale pursuant to any Registration
Statement contemplated by this Agreement; and whether or not an underwriting agreement is
entered into and whether or not the registration is an Underwritten Registration, the
Issuers shall:




     (A) furnish to each Initial Purchaser, each selling Holder and each
underwriter, if any, in such substance and scope as they may reasonably request and
as are customarily made by issuers to underwriters in primary underwritten
offerings, upon the date of the effectiveness of the Shelf Registration Statement:




     (1) a certificate, dated the date of effectiveness of the Shelf
Registration Statement signed by (y) the President or any Vice President and
(z) a principal financial or accounting officer of each of the Issuers,
confirming, as of the date thereof, the matters set forth in paragraphs
(i), (ii) and (iii) of Section 5(e) of the Purchase Agreement and such other
matters as such parties may reasonably request;



-12-









 






     (2) an opinion, dated the date of effectiveness of the Shelf
Registration Statement of counsel for the Issuers, in form, scope and
substance reasonably satisfactory to the managing underwriter, addressed to
the underwriters covering the matters customarily covered in opinions,
reasonably requested in underwritten offerings, and in any event including a
statement to the effect that such counsel has participated in conferences
with officers and other representatives of the Issuers the Initial
Purchasers’ representatives and the Initial Purchasers’ counsel in
connection with the preparation of such Registration Statement and the
related Prospectus and have considered the matters required to be stated
therein and the statements contained therein, although such counsel has not
independently verified the accuracy, completeness or fairness of such
statements; and that such counsel advises that, on the basis of the
foregoing (relying as to materiality to a large extent upon facts provided
to such counsel by officers and other representatives of the Issuers and
without independent check or verification), no facts came to such counsel’s
attention that caused such counsel to believe that the Registration
Statement, at the time such Registration Statement or any post-effective
amendment thereto became effective, contained an untrue statement of a
material fact or omitted to state a material fact required to be stated
therein or necessary to make the statements therein not misleading, or that
the Prospectus contained in such Registration Statement as of its date
contained an untrue statement of a material fact or omitted to state a
material fact necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading. Without
limiting the foregoing, such counsel may state further that such counsel
assumes no responsibility for, and has not independently verified, the
accuracy, completeness or fairness of the financial statements, notes and
schedules and other financial data included in any Registration Statement
contemplated by this Agreement or the related Prospectus; and




     (3) a customary comfort letter, dated the date of effectiveness of the
Shelf Registration Statement in form, scope and substance reasonably
satisfactory to the managing underwriter, from the Issuers’ independent
accountants, in the customary form and covering matters of the type
customarily requested to be covered in comfort letters by underwriters in
connection with primary underwritten offerings;




     (B) set forth in full or incorporate by reference in the underwriting
agreement, if any, the indemnification provisions and procedures of Section 8 hereof
with respect to all parties to be indemnified pursuant to said Section; and




     (C) deliver such other documents and certificates as may be reasonably
requested by such parties to evidence compliance with Section 6(c)(xi)(A) hereof and
with any customary conditions contained in the underwriting agreement or



-13-









 







other
agreement entered into by the Issuers pursuant to this Section 6(c)(xi), if any.




     If at any time the representations and warranties of the Issuers contemplated in
Section 6(c)(xi)(A)(1) hereof cease to be true and correct, the Issuers shall so advise the
Initial Purchasers and the underwriter(s), if any, and each selling Holder promptly and, if
requested by such Persons, shall confirm such advice in writing;




     (xii) prior to any public offering of Transfer Restricted Securities, cooperate with
the selling Holders, the underwriter(s), if any, and their respective counsel in connection
with the registration and qualification of the Transfer Restricted Securities under the
state securities or blue sky laws of such jurisdictions as the selling Holders or
underwriter(s), if any, may reasonably request and do any and all other acts or things
necessary or advisable to enable the disposition in such jurisdictions of the Transfer
Restricted Securities covered by the Shelf Registration Statement; provided, however, that
none of the Issuers shall be required to register or qualify as a foreign corporation where
it is not then so qualified or to take any action that would subject it to the service of
process in suits or to taxation, other than as to matters and transactions relating to the
Registration Statement, in any jurisdiction where it is not then so subject;




     (xiii) shall issue, upon the request of any Holder of Initial Securities covered by and
sold pursuant to the Shelf Registration Statement, Exchange Securities having an aggregate
principal amount equal to the aggregate principal amount of Initial Securities surrendered
to the Issuers by such Holder in exchange therefor or being sold by such Holder; such
Exchange Securities to be registered in the name of such Holder or in the name of the
purchaser(s) of such Exchange Securities, as the case may be; in return, the Initial
Securities held by such Holder shall be surrendered to the Issuers for cancellation;




     (xiv) cooperate with the selling Holders and the underwriter(s), if any, to facilitate
the timely preparation and delivery of certificates representing Transfer Restricted
Securities to be sold and not bearing any restrictive legends; and enable such Transfer
Restricted Securities to be in such denominations and registered in such names as the
Holders or the underwriter(s), if any, may reasonably request at least two Business Days
prior to any sale of Transfer Restricted Securities made by such Holders or underwriter(s);




     (xv) use their reasonable best efforts to cause the Transfer Restricted Securities
covered by the Registration Statement to be registered with or approved by such other
governmental agencies or authorities as may be necessary to enable the seller or sellers
thereof or the underwriter(s), if any, to consummate the disposition of such Transfer
Restricted Securities, subject to the proviso contained in Section 6(c)(xii) hereof;




     (xvi) if any fact or event contemplated by Section 6(c)(iii)(D) hereof shall exist or
have occurred, prepare a supplement or post-effective amendment to the Registration
Statement or related Prospectus or any document incorporated therein by reference or file
any other required document so that, as thereafter delivered to the purchasers of Transfer
Restricted Securities, the Prospectus will not contain an untrue statement of a material



-14-









 







fact or omit to state any material fact necessary in order to make the statements therein,
in light of the circumstances under which they were made, not misleading;




     (xvii) provide a CUSIP number for all Initial Securities not later than the effective
date of the Registration Statement covering such Initial Securities and provide the Trustee
under the Indenture with printed certificates for such Initial Securities which are in a
form eligible for deposit with The Depository Trust Company;




     (xviii) cooperate and assist in any filings required to be made with the FINRA and in
the performance of any due diligence investigation by any underwriter (including any
“qualified independent underwriter”) that is required to be retained in accordance with the
rules and regulations of the FINRA;




     (xix) otherwise use their reasonable best efforts to comply with all applicable rules
and regulations of the Commission, and make generally available to its security holders, as
soon as practicable, a consolidated earning statement meeting the requirements of Rule 158
(which need not be audited) for the twelve-month period (A) commencing at the end of any
fiscal quarter in which Transfer Restricted Securities are sold to underwriters in a firm
commitment or best efforts Underwritten Offering or (B) if not sold to underwriters in such
an offering, beginning with the first month of the Parent’s first fiscal quarter commencing
after the effective date of the Registration Statement;




     (xx) cause the Indenture to be qualified under the Trust Indenture Act not later than
the effective date of the first Registration Statement required by this Agreement, and, in
connection therewith, cooperate with the Trustee and the Holders of Initial Securities to
effect such changes to the Indenture as may be required for such Indenture to be so
qualified in accordance with the terms of the Trust Indenture Act; and to execute and use
their reasonable best efforts to cause the Trustee to execute, all documents that may be
required to effect such changes and all other forms and documents required to be filed with
the Commission to enable such Indenture to be so qualified in a timely manner; and




     (xxi) provide promptly to each Holder upon request each document filed with the
Commission pursuant to the requirements of Section 13 and Section 15 of the Exchange Act.



     Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of any
notice from the Issuers of the existence of any fact of the kind described in Section 6(c)(iii)(D)
hereof, such Holder will forthwith discontinue disposition of Transfer Restricted Securities
pursuant to the applicable Registration Statement until such Holder’s receipt of the
copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xvi) hereof, or
until it is advised in writing (the “Advice”) by the Issuers that the use of the Prospectus may be
resumed, and has received copies of any additional or supplemental filings that are incorporated by
reference in the Prospectus. If so directed by the Issuers, each Holder will deliver to the
Issuers (at the Issuers’ expense) all copies, other than permanent file copies then in such
Holder’s possession, of the Prospectus covering such Transfer Restricted Securities that was
current at the time of receipt of such notice. In the event the Issuers shall give any such
notice, the time period regarding the effectiveness of such Registration Statement set forth in
Section 3 or 4 hereof, as



-15-









 







applicable, shall be extended by the number of days during the period
from and including the date of the giving of such notice pursuant to Section 6(c)(iii)(D) hereof to
and including the date when each selling Holder covered by such Registration Statement shall have
received the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xvi)
hereof or shall have received the Advice; provided, however, that no such extension shall be taken
into account in determining whether Additional Interest is due pursuant to Section 5 hereof or the
amount of such Additional Interest.



     SECTION 7. Registration Expenses.



     All expenses incident to the Issuers’ performance of or compliance with this Agreement will be
borne by the Issuers, jointly and severally, regardless of whether a Registration Statement becomes
effective, including, without limitation: (i) all registration and filing fees and expenses
(including filings made by any Initial Purchaser or Holder with the FINRA (and, if applicable, the
fees and expenses of any “qualified independent underwriter” and its counsel that may be required
by the rules and regulations of the FINRA)); (ii) all fees and expenses of compliance with federal
securities and state securities or blue sky laws; (iii) all expenses of printing (including
printing of Prospectuses), messenger and delivery services and telephone; (iv) all fees and
disbursements of counsel for the Issuers; and (v) all application and filing fees in connection
with listing the Exchange Securities on a securities exchange or automated quotation system
pursuant to the requirements thereof, if applicable; all fees and disbursements of independent
certified public accountants of the Issuers (including the expenses of any special audit and
comfort letters required by or incident to such performance).



     Each of the Issuers will, in any event, bear its internal expenses (including, without
limitation, all salaries and expenses of its officers and employees performing legal or accounting
duties), the expenses of any annual audit and the fees and expenses of any Person, including
special experts, retained by the Issuers.



     SECTION 8. Indemnification.



     (a) The Issuers, jointly and severally, agree to indemnify and hold harmless (i) each Holder
and (ii) each Person, if any, who controls (within the meaning of Section 15 of the Securities Act
or Section 20 of the Exchange Act) any Holder (any of the Persons referred to in this clause (ii)
being hereinafter referred to as a “controlling person”) and (iii) the respective officers,
directors, partners, employees, representatives and agents of any Holder or any controlling person
(any Person referred to in clause (i), (ii) or (iii) may hereinafter be referred to as an
“Indemnified Holder”), to the fullest extent lawful, from and against any and all losses, claims,
damages, liabilities, judgments, actions and expenses (including, without limitation, and
as incurred, reimbursement of all reasonable costs of investigating, preparing, pursuing,
settling, compromising, paying or defending any claim or action, or any investigation or proceeding
by any governmental agency or body, commenced or threatened, including the reasonable fees and
expenses of counsel to any Indemnified Holder), joint or several, directly or indirectly caused by,
related to, based upon, arising out of or in connection with any untrue statement or alleged untrue
statement of a material fact contained in any Registration Statement or Prospectus (or any
amendment or supplement thereto), or any omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein not misleading,
except insofar as



-16-









 







such losses, claims, damages, liabilities or expenses are caused by an untrue
statement or omission or alleged untrue statement or omission that is made in reliance upon and in
conformity with information relating to any of the Holders furnished in writing to the Issuers by
any of the Holders expressly for use therein. This indemnity agreement shall be in addition to any
liability which the Issuers may otherwise have.



     In case any action or proceeding (including any governmental or regulatory investigation or
proceeding) shall be brought or asserted against any of the Indemnified Holders with respect to
which indemnity may be sought against the Issuers, such Indemnified Holder (or the Indemnified
Holder controlled by such controlling person) shall promptly notify the Issuers in writing;
provided, however, that the failure to give such notice shall not relieve any of the Issuers of
their obligations pursuant to this Agreement except to the extent they are materially prejudiced as
a proximate result of such failure). In case any such action is brought against any Indemnified
Holder and such Indemnified Holder seeks or intends to seek indemnity from the Issuers, the Issuers
will be entitled to participate in and, to the extent that they shall elect, jointly with all other
indemnifying parties similarly notified, by written notice delivered to the Indemnified Holder
promptly after receiving the aforesaid notice from such Indemnified Holder, to assume the defense
thereof with counsel reasonably satisfactory to such Indemnified Holder; provided, however, if the
defendants in any such action include both the Indemnified Holder and the Issuers and the
Indemnified Holder shall have reasonably concluded (based on the advice of counsel) that a conflict
may arise between the positions of the Issuers and the Indemnified Holder in conducting the defense
of any such action or that there may be legal defenses available to it and/or other Indemnified
Holders which are different from or additional to those available to the Issuers, the Indemnified
Holder or Holders shall have the right to select separate counsel to assume such legal defenses and
to otherwise participate in the defense of such action on behalf of such Indemnified Holder or
Holders. Upon receipt of notice from the Issuers to such Indemnified Holder of the Issuers’
election so to assume the defense of such action and approval by the Indemnified Holder of counsel,
the Issuers will not be liable to such Indemnified Holder under this Section 8 for any legal or
other expenses subsequently incurred by such Indemnified Holder in connection with the defense
thereof unless (i) the Indemnified Holder shall have employed separate counsel in accordance with
the proviso to the next preceding sentence (it being understood, however, that the Issuers shall
not be liable for the expenses of more than one separate counsel (together with local counsel (in
each jurisdiction)), approved by the Issuers (Indemnified Holder or Holders, in the case of 8(b)
and 8(c) hereof), representing the Indemnified Holders who are parties to such action) or (ii) the
Issuers shall not have employed counsel reasonably satisfactory to the Indemnified Holder to
represent the Indemnified Holder within a reasonable time after notice of commencement of the
action, in each of which cases the fees and expenses of counsel shall be at the expense of the
Issuers. It is understood and agreed
that the Issuers shall not, in connection with any proceeding or related proceeding in the
same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm
(together with any local counsel) for all Indemnified Holders. Each Indemnified Holder, as a
condition to indemnification hereunder, shall use all reasonable efforts to cooperate with the
Issuers in the defense of any such action or claim. The Issuers shall not be liable for any
settlement of any such action or proceeding effected without the Issuers’ prior written consent,
but if settled with such consent or if there is a final judgment for the plaintiff, the Issuers
agree to indemnify and hold harmless any Indemnified Holder from and against any loss, claim,
damage, liability or expense by reason of such



-17-









 







settlement or judgment. The Issuers shall not,
without the prior written consent of each Indemnified Holder, settle or compromise or consent to
the entry of judgment in or otherwise seek to terminate any pending or threatened action, claim,
litigation or proceeding in respect of which indemnification or contribution may be sought
hereunder (whether or not any Indemnified Holder is a party thereto), unless such settlement,
compromise, consent or termination includes an unconditional release of each Indemnified Holder
from all liability arising out of such action, claim, litigation or proceeding.



     (b) Each Holder of Transfer Restricted Securities agrees, severally and not jointly, to
indemnify and hold harmless the Issuers and their respective directors, officers, partners,
employees, representatives, and agents of the Issuers who sign a Registration Statement, and any
Person controlling (within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act) any Issuer, and the respective officers, directors, partners, employees,
representatives and agents of each such Person, to the same extent as the foregoing indemnity from
Issuers to each of the Indemnified Holders, but only with respect to claims and actions based on
information relating to such Holder furnished in writing by such Holder expressly for use in any
Registration Statement. In case any action or proceeding shall be brought against the Issuers or
their respective directors, officers, partners, employees, representatives, and agents or any such
controlling person in respect of which indemnity may be sought against a Holder of Transfer
Restricted Securities, such Holder shall have the rights and duties given the Issuers, and the
Issuers, their respective directors, officers, partners, employees, representatives, and agents and
such controlling person shall have the rights and duties given to each Holder by the preceding
paragraph.



     (c) If the indemnification provided for in this Section 8 is unavailable to an indemnified
party under Section 8(a) or (b) hereof (other than by reason of exceptions provided in those
Sections, including by reason of failure to notify the Issuers of indemnification obligations
thereunder to the extent that they are materially prejudiced as a proximate result of such failure)
in respect of any losses, claims, damages, liabilities, judgments, actions or expenses referred to
therein, then each applicable indemnifying party, in lieu of indemnifying such indemnified party,
shall contribute to the amount paid or payable by such indemnified party as a result of such
losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect
the relative benefits received by the Issuers, on the one hand, and the Holders, on the other hand,
from the Initial Placement (which in the case of the Issuers shall be deemed to be equal to the
total gross proceeds to the Issuers from the Initial Placement), the amount of Additional Interest
which did not become payable as a result of the filing of the Registration Statement resulting in
such losses, claims, damages, liabilities, judgments actions or expenses, and such Registration
Statement, or if such allocation is not permitted by applicable law, the
relative fault of the Issuers, on the one hand, and the Holders, on the other hand, in
connection with the statements or omissions which resulted in such losses, claims, damages,
liabilities or expenses, as well as any other relevant equitable considerations. The relative
fault of the Issuers on the one hand and of the Indemnified Holder on the other shall be determined
by reference to, among other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to information supplied
by any Issuer, on the one hand, or the Indemnified Holders, on the other hand, and the parties’
relative intent, knowledge, access to information and opportunity to correct or prevent such
statement or omission. The amount paid or payable by a party as a result of the losses, claims,
damages, liabilities and expenses referred to



-18-









 







above shall be deemed to include, subject to the
limitations set forth in the second paragraph of Section 8(a) hereof, any legal or other fees or
expenses reasonably incurred by such party in connection with investigating or defending any action
or claim.



     The Issuers and each Holder of Transfer Restricted Securities agree that it would not be just
and equitable if contribution pursuant to this Section 8(c) were determined by pro rata allocation
(even if the Holders were treated as one entity for such purpose) or by any other method of
allocation which does not take account of the equitable considerations referred to in the
immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of
the losses, claims, damages, liabilities or expenses referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations set forth above, any legal or
other expenses reasonably incurred by such indemnified party in connection with investigating or
defending any such action or claim. Notwithstanding the provisions of this Section 8, none of the
Holders (and its related Indemnified Holders) shall be required to contribute, in the aggregate,
any amount in excess of the amount by which the net proceeds received by such Holder from the sale
of the Initial Securities pursuant to a Registration Statement exceeds the amount of any damages
which such Holder has otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from
any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to
contribute pursuant to this Section 8(c) are several in proportion to the respective principal
amount of Initial Securities held by each of the Holders hereunder and not joint.



     SECTION 9. Rule 144A. Each of the Issuers hereby agrees with each Holder, for so long as any
Transfer Restricted Securities remain outstanding, to make available to any Holder or beneficial
owner of Transfer Restricted Securities in connection with any sale thereof and any prospective
purchaser of such Transfer Restricted Securities from such Holder or beneficial owner, the
information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such
Transfer Restricted Securities pursuant to Rule 144A under the Securities Act.



     SECTION 10. Participation in Underwritten Registrations. No Holder may participate in any
Underwritten Registration hereunder unless such Holder (a) agrees to sell such Holder’s Transfer
Restricted Securities on the basis provided in any underwriting arrangements approved by the
Persons entitled hereunder to approve such arrangements and (b) completes and executes
all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements,
lock-up letters and other documents required under the terms of such underwriting arrangements.



     SECTION 11. Selection of Underwriters. The Holders of Transfer Restricted Securities covered
by the Shelf Registration Statement who desire to do so may sell such Transfer Restricted
Securities in an Underwritten Offering. In any such Underwritten Offering, the investment
banker(s) and managing underwriter(s) that will administer such offering will be selected by the
Holders of a majority in aggregate principal amount of the Transfer Restricted Securities included
in such offering; provided, however, that such investment banker(s) and managing underwriter(s)
must be reasonably satisfactory to the Issuers.



     SECTION 12. Miscellaneous.



-19-









 





     (a) Remedies. Each of the Issuers hereby agrees that monetary damages would not be adequate
compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement
and hereby agree to waive the defense in any action for specific performance that a remedy at law
would be adequate.



     (b) No Inconsistent Agreements. Each of the Issuers will not on or after the date of this
Agreement enter into any agreement with respect to its securities that is inconsistent with the
rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof.
None of the Issuers has previously entered into any agreement granting any registration rights with
respect to its securities to any Person pursuant to which any such Person would have the right to
include any securities in any Registration Statement to be filed with the Commission as required
under this Agreement other than the Issuers’ registration rights agreement with respect to the
Issuers’ 8% Senior Notes due 2018 and the agreement dated the date hereof with respect to Parent’s
10.375% Senior Discount Notes due 2016. The rights granted to the Holders hereunder do not in any
way conflict with and are not inconsistent with the rights granted to the holders of the Issuers’
other securities under any agreement in effect on the date hereof.



     (c) Adjustments Affecting the Securities. The Issuers will not take any action, or permit any
change to occur, with respect to the Initial Securities that would materially and adversely affect
the ability of the Holders to Consummate any Exchange Offer.



     (d) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or
supplemented, and waivers or consents to or departures from the provisions hereof may not be given
unless the Issuers (i) in the case of Section 5 hereof and this Section 12(d)(i), have obtained the
written consent of Holders of all outstanding Transfer Restricted Securities and (ii) in the case
of all other provisions hereof, have obtained the written consent of Holders of a majority of the
outstanding principal amount of Transfer Restricted Securities (excluding any Transfer Restricted
Securities held by the Issuers or their respective Affiliates). Notwithstanding the foregoing, a
waiver or consent to departure from the provisions hereof that relates exclusively to the rights of
Holders whose securities are being tendered pursuant to the Exchange Offer and that does not affect
directly or indirectly the rights of other Holders whose securities are not being tendered pursuant
to such Exchange Offer may be given by the Holders of a majority of the outstanding principal
amount of Transfer Restricted Securities being tendered or registered; provided, however, that,
with respect to any matter that
directly or indirectly affects the rights of any Initial Purchaser hereunder, the Issuers
shall obtain the written consent of each such Initial Purchaser with respect to which such
amendment, qualification, supplement, waiver, consent or departure is to be effective.



     (e) Notices. All notices and other communications provided for or permitted hereunder shall
be made in writing by hand-delivery, first-class mail (registered or certified, return receipt
requested), telex, telecopier, or air courier guaranteeing overnight delivery:




     (i)     if to a Holder, at the address set forth on the records of the Registrar under the
Indenture, with a copy to the Registrar under the Indenture; and




	 	(ii)	 	if to the Issuers




-20-









 






	 	 	 	Vanguard Health Systems, Inc.

20 Burton Hills Boulevard

Suite 100

Nashville, Tennessee 37215

Facsimile: (615) 665-6197

Attention: Ronald P. Soltman, General Counsel
	 
	 	(iii)	 	with a copy to:
	 
	 	 	 	Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

Facsimile: (212) 455-2502

Attention: Risë B. Norman, Esq.





     All such notices and communications 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 answered back, if telexed; when receipt acknowledged, if
telecopied; and on the next Business Day, if timely delivered to an air courier guaranteeing
overnight delivery.



     Copies of all such notices, demands or other communications shall be concurrently delivered by
the Person giving the same to the Trustee at the address specified in the Indenture.



     (f) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon
the successors and assigns of each of the parties, including, without limitation, and without the
need for an express assignment, subsequent Holders of Transfer Restricted Securities; provided,
however, that this Agreement shall not inure to the benefit of or be binding upon a successor or
assign of a Holder unless and to the extent such successor or assign acquired Transfer Restricted
Securities from such Holder.



     (g) Counterparts. This Agreement may be executed in any number of counterparts and by the
parties hereto in separate counterparts, each of which when so executed shall be
deemed to be an original and all of which taken together shall constitute one and the same
agreement.



     (h) Headings. The headings in this Agreement are for convenience of reference only and shall
not limit or otherwise affect the meaning hereof.



     (i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK. EACH OF THE PARTIES HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY
ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.



-21-









 





     (j) Severability. In the event that any one or more of the provisions contained herein, or
the application thereof in any circumstance, is held invalid, illegal or unenforceable, the
validity, legality and enforceability of any such provision in every other respect and of the
remaining provisions contained herein shall not be affected or impaired thereby.



     (k) Entire Agreement. This Agreement, together with the Purchase Agreement and the Indenture,
is intended by the parties as a final expression of their agreement and intended to be a complete
and exclusive statement of the agreement and understanding of the parties hereto in respect of the
subject matter contained herein. There are no restrictions, promises, warranties or undertakings,
other than those set forth or referred to herein with respect to the registration rights granted by
the Issuers with respect to the Transfer Restricted Securities. This Agreement supersedes all
prior agreements and understandings between the parties with respect to such subject matter.



[Signature Pages Follow]









-22-









 





     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.



	 	 	 	 	 
	 	Vanguard Health Holding Company II, LLC

 	 
	 	By:  	      /s/ Ronald P. Soltman
 	 
	 	 	Name:  	Ronald P. Soltman 	 
	 	 	Title:  	Executive Vice President 	 
	 
	 	Vanguard Holding Company II, Inc.

 	 
	 	By:  	      /s/ Ronald P. Soltman
 	 
	 	 	Name:  	Ronald P. Soltman 	 
	 	 	Title:  	Executive Vice President 	 
	 
	 	Vanguard Health Holding Company I, LLC,

as Guarantor

 	 
	 	By:  	      /s/ Ronald P. Soltman
 	 
	 	 	Name:  	Ronald P. Soltman 	 
	 	 	Title:  	Executive Vice President 	 
	 
	 	Vanguard Health Systems, Inc., as Guarantor

 	 
	 	By:  	      /s/ Ronald P. Soltman
 	 
	 	 	Name:  	Ronald P. Soltman 	 
	 	 	Title:  	Executive Vice President 	 
	 



[Senior Notes Registration Rights Agreement Signature Page]




 









 








	 	 	 	 	 	 	 	 	 

	 	 	Abrazo Medical Group Urgent Care, LLC	 	 
	 	 	BHS Physicians Alliance for ACE, LLC	 	 
	 	 	Central Texas Corridor Hospital Company, LLC	 	 
	 	 	Hospital Development of West Phoenix, Inc.	 	 
	 	 	MacNeal Physicians Group, LLC	 	 
	 	 	Vanguard Health Financial Company, LLC	 	 
	 	 	Vanguard Health Management, Inc.	 	 
	 	 	VHS Acquisition Corporation	 	 
	 	 	VHS Acquisition Subsidiary Number 1, Inc.	 	 
	 	 	VHS Acquisition Subsidiary Number 2, Inc.	 	 
	 	 	VHS Acquisition Subsidiary Number 5, Inc.	 	 
	 	 	VHS Acquisition Subsidiary Number 7, Inc.	 	 
	 	 	VHS Acquisition Subsidiary Number 8, Inc.	 	 
	 	 	VHS Acquisition Subsidiary Number 9, Inc.	 	 
	 	 	VHS Acquisition Subsidiary Number 10, Inc.	 	 
	 	 	VHS Acquisition Subsidiary Number 11, Inc.	 	 
	 	 	VHS Acquisition Subsidiary Number 12, Inc.	 	 
	 	 	VHS Chicago Market Procurement, LLC	 	 
	 	 	VHS Genesis Labs, Inc.	 	 
	 	 	VHS Holding Company, Inc.	 	 
	 	 	VHS Imaging Centers, Inc.	 	 
	 	 	VHS of Anaheim, Inc.	 	 
	 	 	VHS of Arrowhead, Inc.	 	 
	 	 	VHS of Huntington Beach, Inc.	 	 
	 	 	VHS of Illinois, Inc.	 	 
	 	 	VHS of Orange County, Inc.	 	 
	 	 	VHS of Phoenix, Inc.	 	 
	 	 	VHS of South Phoenix, Inc.	 	 
	 	 	VHS Outpatient Clinics, Inc.	 	 
	 	 	Baptist Medical Management Service Organization, LLC	 	 
	 	 	Healthcare Compliance, L.L.C.	 	 
	 	 	MacNeal Health Providers, Inc.	 	 
	 	 	MacNeal Management Services, Inc.	 	 
	 	 	Pros Temporary Staffing, Inc.	 	 
	 	 	Watermark Physician Services, Inc.	 	 
	 	 	VHS of Michigan, Inc.	 	 
	 	 	VHS Children’s Hospital of Michigan, Inc.	 	 
	 	 	VHS Detroit Businesses, Inc.	 	 
	 	 	VHS Detroit Receiving Hospital, Inc.	 	 
	 	 	VHS Detroit Ventures, Inc.	 	 
	 	 	VHS Harper-Hutzel Hospital, Inc.	 	 
	 	 	VHS Huron Valley-Sinai Hospital, Inc.	 	 
	 	 	VHS Rehabilitation Institute of Michigan, Inc.	 	 
	 	 	VHS Sinai-Grace Hospital, Inc.	 	 
	 	 	VHS University Laboratories, Inc.	 	 
	 	 	(Guarantors continued on next page)	 	 





[Senior Notes Registration Rights Agreement Signature Page]




 









 






	 	 	 	 	 	 	 	 	 

	 	 	VHS Westlake Hospital, Inc.	 	 
	 	 	VHS West Suburban Medical Center, Inc.	 	 
	 	 	VHS Acquisition Subsidiary Number 4, Inc.	 	 
	 	 	Midwest Pharmacies, Inc.	 	 
	 	 	VHS Arizona Heart Institute, Inc.	 	 
	 	 	as Guarantors	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Ronald P. Soltman	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Ronald P. Soltman	 	 
	 

	 	 	 	Title:
	 	Executive Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	VHS San Antonio Partners, LLC, as Guarantor	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	VHS Acquisition Subsidiary Number 5, Inc., its
Member	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Ronald P. Soltman	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Ronald P. Soltman	 	 
	 

	 	 	 	Title:
	 	Executive Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	The VHS Arizona Imaging Centers Limited

Partnership, as Guarantor	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	VHS Imaging Centers, Inc., its General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Ronald P. Soltman	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Ronald P. Soltman	 	 
	 

	 	 	 	Title:
	 	Executive Vice President	 	 






[Senior Notes Registration Rights Agreement Signature Page]



 









 






     The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the
date first above written:



	 	 	 	 	 	 	 

	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED	 	 
	BARCLAYS CAPITAL INC.	 	 
	CITIGROUP GLOBAL MARKETS INC.	 	 
	DEUTSCHE BANK SECURITIES INC.	 	 
	GOLDMAN, SACHS & CO.	 	 
	MORGAN STANLEY & CO. INCORPORATED	 	 
	 
	 	 	 	 	 	 
	By:	 	Merrill Lynch, Pierce, Fenner & Smith Incorporated,
as a Representative of the Initial Purchasers	 	 
	 
	 	 	 	 	 	 
	By:	 	/s/ Garrett P. Carpenter	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Garrett P. Carpenter	 	 
	 

	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 
	By:	 	Barclays Capital Inc.

as a Representative of the Initial Purchasers	 	 
	 
	 	 	 	 	 	 
	By:	 	/s/ John Skrobe	 	 
	 	 	 	 	 
	 

	 	Name:
	 	John Skrobe	 	 
	 

	 	Title:
	 	Managing Director	 	 






[Senior Notes Registration Rights Agreement Signature Page]





 











 








SCHEDULE I




Merrill Lynch, Pierce, Fenner & Smith Incorporated

Barclays Capital Inc.

Citigroup Global Markets Inc.

Deutsche Bank Securities Inc.

Goldman, Sachs & Co.

Morgan Stanley & Co. Incorporated




Schedule I