exv4w1






Exhibit 4.1




 





VANGUARD HEALTH HOLDING COMPANY II, LLC




VANGUARD HOLDING COMPANY II, INC.



and each of the Guarantors party hereto



7.750% SENIOR NOTES DUE 2019



 





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
	 	 	26	 
	Section 1.03 Incorporation by Reference of Trust Indenture Act
	 	 	27	 
	Section 1.04 Rules of Construction
	 	 	27	 
	 
	 	 	 	 
	ARTICLE II
	 	 	 	 
	 
	 	 	 	 
	THE NOTES
	 	 	 	 
	 
	 	 	 	 
	Section 2.01 Form and Dating
	 	 	27	 
	Section 2.02 Execution and Authentication
	 	 	28	 
	Section 2.03 Registrar and Paying Agent
	 	 	29	 
	Section 2.04 Paying Agent to Hold Money in Trust
	 	 	29	 
	Section 2.05 Holder Lists
	 	 	29	 
	Section 2.06 Transfer and Exchange
	 	 	29	 
	Section 2.07 Replacement Notes
	 	 	39	 
	Section 2.08 Outstanding Notes
	 	 	40	 
	Section 2.09 Treasury Notes
	 	 	40	 
	Section 2.10 Temporary Notes
	 	 	40	 
	Section 2.11 Cancellation
	 	 	40	 
	Section 2.12 Defaulted Interest
	 	 	40	 
	Section 2.13 CUSIP Numbers
	 	 	41	 
	Section 2.14 Issuance of Additional Notes
	 	 	41	 
	 
	 	 	 	 
	ARTICLE III
	 	 	 	 
	 
	 	 	 	 
	REDEMPTION AND PREPAYMENT
	 	 	 	 
	 
	 	 	 	 
	Section 3.01 Notices to Trustee
	 	 	41	 
	Section 3.02 Selection of Notes to Be Redeemed or Purchased
	 	 	41	 
	Section 3.03 Notice of Redemption
	 	 	42	 
	Section 3.04 Effect of Notice of Redemption
	 	 	43	 
	Section 3.05 Deposit of Redemption or Purchase Price
	 	 	43	 
	Section 3.06 Notes Redeemed or Purchased in Part
	 	 	43	 
	Section 3.07 Optional Redemption
	 	 	43	 
	Section 3.08 Mandatory Redemption
	 	 	44	 
	Section 3.09 Offer to Purchase by Application of Excess Proceeds
	 	 	44	 
	 
	 	 	 	 
	ARTICLE IV
	 	 	 	 
	 
	 	 	 	 
	COVENANTS
	 	 	 	 
	 
	 	 	 	 
	Section 4.01 Payment of Notes
	 	 	45	 
	Section 4.02 Maintenance of Office or Agency
	 	 	46	 
	Section 4.03 Reports to Holders
	 	 	46	 
	Section 4.04 Compliance Certificate
	 	 	47	 
	Section 4.05 Limitation on Restricted Payments
	 	 	47	 






-i-









 






	 	 	 	 	 
	 	 	Page
	Section 4.06 Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries
	 	 	52	 
	Section 4.07 Limitation on Incurrence of Additional Indebtedness and Issuance of Preferred Stock
	 	 	54	 
	Section 4.08 Asset Sales
	 	 	57	 
	Section 4.09 Limitation on Transactions with Affiliates
	 	 	59	 
	Section 4.10 Limitation on Liens
	 	 	61	 
	Section 4.11 Offer to Repurchase Upon Change of Control
	 	 	61	 
	Section 4.12 Payments for Consent
	 	 	62	 
	Section 4.13 Additional Subsidiary Guarantees
	 	 	62	 
	Section 4.14 Existence of Corporate Co-Issuer
	 	 	63	 
	Section 4.15 Suspension of Covenants
	 	 	63	 
	 
	 	 	 	 
	ARTICLE V
	 	 	 	 
	 
	 	 	 	 
	SUCCESSORS
	 	 	 	 
	 
	 	 	 	 
	Section 5.01 Merger, Consolidation or Sale of All or Substantially All Assets of the Issuers
	 	 	63	 
	Section 5.02 Successor Corporation Substituted
	 	 	64	 
	Section 5.03 Merger, Consolidation or Sale of All or Substantially All Assets by a Guarantor
	 	 	64	 
	Section 5.04 Successor Guarantor Substituted
	 	 	65	 
	 
	 	 	 	 
	ARTICLE VI
	 	 	 	 
	 
	 	 	 	 
	DEFAULTS AND REMEDIES
	 	 	 	 
	 
	 	 	 	 
	Section 6.01 Events of Default
	 	 	65	 
	Section 6.02 Acceleration
	 	 	66	 
	Section 6.03 Other Remedies
	 	 	67	 
	Section 6.04 Waiver of Past Defaults
	 	 	67	 
	Section 6.05 Control by Majority
	 	 	67	 
	Section 6.06 Limitation on Suits
	 	 	67	 
	Section 6.07 Rights of Holders of Notes to Receive Payment
	 	 	68	 
	Section 6.08 Collection Suit by Trustee
	 	 	68	 
	Section 6.09 Trustee May File Proofs of Claim
	 	 	68	 
	Section 6.10 Priorities
	 	 	68	 
	Section 6.11 Undertaking for Costs
	 	 	69	 
	 
	 	 	 	 
	ARTICLE VII
	 	 	 	 
	 
	 	 	 	 
	TRUSTEE
	 	 	 	 
	 
	 	 	 	 
	Section 7.01 Duties of Trustee
	 	 	69	 
	Section 7.02 Rights of Trustee
	 	 	70	 
	Section 7.03 Individual Rights of Trustee
	 	 	71	 
	Section 7.04 Trustee’s Disclaimer
	 	 	71	 
	Section 7.05 Notice of Defaults
	 	 	71	 
	Section 7.06 Reports by Trustee to Holders of the Notes
	 	 	71	 
	Section 7.07 Compensation and Indemnity
	 	 	71	 
	Section 7.08 Replacement of Trustee
	 	 	72	 
	Section 7.09 Successor Trustee by Merger, etc.
	 	 	73	 
	Section 7.10 Eligibility; Disqualification
	 	 	73	 
	Section 7.11 Preferential Collection of Claims Against the Issuers
	 	 	73	 






-ii-









 






	 	 	 	 	 
	 	 	Page
	 
	 	 	 	 
	ARTICLE VIII
	 	 	 	 
	 
	 	 	 	 
	LEGAL DEFEASANCE AND COVENANT DEFEASANCE
	 	 	 	 
	 
	 	 	 	 
	Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance
	 	 	73	 
	Section 8.02 Legal Defeasance and Discharge
	 	 	73	 
	Section 8.03 Covenant Defeasance
	 	 	74	 
	Section 8.04 Conditions to Legal or Covenant Defeasance
	 	 	74	 
	Section 8.05 Deposited Money and Government Securities to be Held in Trust;
Other Miscellaneous Provisions
	 	 	75	 
	Section 8.06 Repayment to Issuers
	 	 	75	 
	Section 8.07 Reinstatement
	 	 	76	 
	 
	 	 	 	 
	ARTICLE IX
	 	 	 	 
	 
	 	 	 	 
	AMENDMENT, SUPPLEMENT AND WAIVER
	 	 	 	 
	 
	 	 	 	 
	Section 9.01 Without Consent of Holders of Notes
	 	 	76	 
	Section 9.02 With Consent of Holders of Notes
	 	 	77	 
	Section 9.03 Compliance with Trust Indenture Act
	 	 	78	 
	Section 9.04 Revocation and Effect of Consents
	 	 	78	 
	Section 9.05 Notation on or Exchange of Notes
	 	 	78	 
	Section 9.06 Trustee to Sign Amendments, etc.
	 	 	78	 
	 
	 	 	 	 
	ARTICLE X
	 	 	 	 
	 
	 	 	 	 
	GUARANTEES
	 	 	 	 
	 
	 	 	 	 
	Section 10.01 Guarantees
	 	 	78	 
	Section 10.02 Limitation on Liability
	 	 	80	 
	Section 10.03 Release
	 	 	80	 
	Section 10.04 Successors and Assigns
	 	 	81	 
	Section 10.05 No Waiver
	 	 	81	 
	Section 10.06 Modification
	 	 	81	 
	Section 10.07 Execution of Supplemental Indenture for Future Guarantors
	 	 	81	 
	 
	 	 	 	 
	ARTICLE XI
	 	 	 	 
	 
	 	 	 	 
	SATISFACTION AND DISCHARGE
	 	 	 	 
	 
	 	 	 	 
	Section 11.01 Satisfaction and Discharge
	 	 	82	 
	Section 11.02 Application of Trust Money
	 	 	82	 
	 
	 	 	 	 
	ARTICLE XII
	 	 	 	 
	 
	 	 	 	 
	MISCELLANEOUS
	 	 	 	 
	 
	 	 	 	 
	Section 12.01 Trust Indenture Act Controls
	 	 	83	 
	Section 12.02 Notices
	 	 	83	 
	Section 12.03 Communication by Holders of Notes with Other Holders of Notes
	 	 	84	 
	Section 12.04 Certificate and Opinion as to Conditions Precedent
	 	 	84	 
	Section 12.05 Statements Required in Certificate or Opinion
	 	 	84	 
	Section 12.06 Rules by Trustee and Agents
	 	 	84	 
	Section 12.07 No Personal Liability of Directors, Officers, Employees and Stockholders
	 	 	84	 
	Section 12.08 Governing Law
	 	 	85	 






-iii-









 






	 	 	 	 	 
	 	 	Page
	Section 12.09 Successors
	 	 	85	 
	Section 12.10 Severability
	 	 	85	 
	Section 12.11 Counterpart Originals
	 	 	85	 
	Section 12.12 Table of Contents, Headings, etc.
	 	 	85	 






-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 among Vanguard Health Holding Company II, LLC, a
Delaware limited liability company (“VHS Holdco II”), Vanguard Holding Company II, Inc., a Delaware
corporation and a Wholly-Owned Subsidiary (as defined) of VHS Holdco II (the “Co-Issuer,” and
together with VHS Holdco II, the “Issuers”), Vanguard Health Holding Company I, LLC (“VHS Holdco
I”), Vanguard Health Systems, Inc. (“Vanguard”), the Subsidiary Guarantors (as defined) and U.S.
Bank National Association, a national banking association, as trustee (the “Trustee”).



     The Issuers, VHS Holdco I, Vanguard, the Subsidiary Guarantors 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 $350,000,000 aggregate principal amount of the Issuers’ 7.750% Senior Notes due
2019 (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 Issuers’ 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 of the Notes sold in reliance on Rule 144A.



     “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 outstanding principal amount of the Note; and




     (2) the excess of:




     (a) the present value at such redemption date of (i) the redemption price of
the Notes at February 1, 2014 (such redemption price being set forth in the table
appearing in Section 3.07(c) hereof) plus (ii) all required interest payments due on
the Notes through February 1, 2014 (excluding accrued but unpaid interest), computed
using a discount rate equal to the Treasury Rate as of such redemption date plus 50
basis points; over




     (b) the then outstanding principal amount 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 VHS Holdco II 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
VHS Holdco II 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 either of the Issuers
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 VHS Holdco II or by VHS Holdco II 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;



-2-









 






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




     (8) sales of assets received by VHS Holdco II 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;




     (11) any exchange of assets for assets related to a Permitted Business of comparable
market value, as determined in good faith by VHS Holdco II, 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 a Officer’s Certificate of VHS Holdco II, 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 VHS Holdco II;




     (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 VHS Holdco II 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 VHS Holdco II 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



-3-









 






     (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;




     (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 Issuers or their 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 Vanguard 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 VHS Holdco II or any Restricted
Subsidiary established for the purpose of insuring the healthcare businesses or facilities owned or
operated by VHS Holdco II 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 Issuers 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;



-4-









 






     (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.



     “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 VHS Holdco II and its
Subsidiaries, taken as a whole, to any Person other than a Permitted Holder; or




     (2) any of Vanguard, VHS Holdco I or either of the Issuers 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 either of the Issuers or any of their
respective direct or indirect parent corporations or entities.



     “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



-5-









 






     (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;




     (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 VHS
Holdco II) 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) an amount equal to the amount of Tax Distributions under Section 4.05(b)(9)(B)
hereof actually made to VHS Holdco I, Vanguard or VHS Holdings LLC in respect of the net
taxable income allocated by VHS Holdco II to VHS Holdco I, Vanguard or VHS Holdings LLC for
such period shall be included as though such amounts had been paid as income taxes directly
by VHS Holdco II;




     (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 VHS Holdco II 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 VHS Holdco II 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



-6-









 







applicable  to that Restricted Subsidiary or its stockholders, 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 VHS Holdco II 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.



     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 VHS Holdco II and the Restricted
Subsidiaries, any repurchases and redemptions of Restricted Investments by VHS Holdco II and the
Restricted Subsidiaries, any repayments of loans and advances which constitute Restricted
Investments by VHS Holdco II 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 VHS Holdco II 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 VHS Holdco II and its
Restricted Subsidiaries at such date to (2) EBITDA of VHS Holdco II 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 VHS Holdco II 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 Issuers or any Subsidiary Guarantor 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 Issuers 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 Issuers, the amount in
excess shall be Indebtedness (other than secured Indebtedness) with a Stated Maturity later
than the Stated Maturity of the Notes, and



-7-









 






     (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 Issuers.



     “Credit Agreement” means that certain Credit Agreement, dated as of January 29, 2010, among
the VHS Holdco I, VHS Holdco II, 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 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 Issuers or any of their 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 VHS Holdco II 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 Issuers or any direct or indirect
parent company of the Issuers (other than Disqualified Stock), that is issued for cash (other than
to the Issuers or any of their



-8-









 







Subsidiaries or an employee stock ownership plan or trust
established by the Issuers or any of their 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 Issuers or their Subsidiaries or by any such plan to such employees,
such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be
repurchased by either of the Issuers or their 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 either of the Issuers 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 (including any Tax
Distribution taken into account in calculating Consolidated Net Income), 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
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 VHS Holdco II and its Restricted Subsidiaries from a Person other than VHS Holdco II or
any Subsidiary of VHS Holdco II 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-









 






     (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;


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
Issuers or any of their direct or indirect parent corporations (excluding Disqualified Stock),
other than (a) public offerings with respect to common stock of the Issuers or of any direct or
indirect parent corporation of the Issuers 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 VHS Holdco II and its Restricted Subsidiaries from:




     (1) contributions to its common equity capital; and




     (2) the sale (other than to a Subsidiary of VHS Holdco II or to any management equity
plan or stock option plan or any other management or employee benefit plan or agreement of
VHS Holdco II or any Subsidiary of VHS Holdco II) 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.




-10-









 








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



     “Existing Indenture” means the indenture dated as of January 29, 2010, as supplemented, among
the Issuers, 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 the Issuers
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 VHS Holdco II or any
Restricted Subsidiary incurs, assumes, guarantees or repays any Indebtedness 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 VHS Holdco II 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 VHS Holdco II 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 VHS Holdco II 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 VHS Holdco II 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 VHS Holdco II 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 VHS Holdco
II 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 VHS Holdco II may
designate.



-11-









 





     “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 VHS Holdco II 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.



     “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 the Guarantee by each Guarantor of the Issuers’ 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, including VHS Holdco I, Vanguard (so long as it guarantees the
Notes) and the Subsidiary Guarantors, that incurs a Guarantee of the Notes; 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.



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



-12-









 






     (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.



     “Holdco Notes” means the 10.375% Senior Discount Notes due 2016 issued by Vanguard pursuant to
an indenture dated as of January 26, 2011, between Vanguard and U.S. Bank National Association, as
trustee.



     “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.



     “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, VHS Holdco II or any of its Restricted
Subsidiaries) under any Securitization Financing (as set forth in the books and records of
VHS Holdco II or any Restricted Subsidiary and confirmed by the agent, trustee or other
representative of the institution or group providing such Securitization Financing);



-13-









 




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 VHS Holdco II, 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.



     “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 VHS Holdco
II 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
VHS Holdco II or any Subsidiary of VHS Holdco II sells or otherwise disposes of any Equity
Interests of any direct or indirect Subsidiary of VHS Holdco II such that, after giving effect to
any such sale or disposition, such Person is no longer a Subsidiary of VHS Holdco II, VHS Holdco II
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 VHS Holdco II’s equity interest in such
Subsidiary) of the fair market value of



-14-









 







the net assets of a Subsidiary of VHS Holdco II at the time
that such Subsidiary is designated an Unrestricted Subsidiary; provided that upon a redesignation
of such Subsidiary as a Restricted Subsidiary, VHS Holdco II shall be deemed to continue to have a
permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to (1) VHS
Holdco II’s “Investment” in such Subsidiary at the time of such redesignation less (2) the portion
(proportionate to VHS Holdco II’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 VHS Holdco II; 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 VHS Holdco II in good faith as of the
date of initial acquisition) of the Capital Stock of such entity owned by VHS Holdco II and the
Restricted Subsidiaries immediately after such transfer.



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



     “Issuers” means Vanguard Health Holding Company II, LLC, a Delaware limited liability company,
and Vanguard Holding Company II, Inc., a Delaware corporation and a Wholly-Owned Subsidiary of
Vanguard Health Holding Company II, LLC, and any and all successors thereto.



     “Letter of Transmittal” means the letter of transmittal to be prepared by the Issuers 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 the Issuers, as the case may be, on January 29,
2010 together with (a) any new directors whose election by such boards of directors or whose
nomination for election by the shareholders of Vanguard, VHS Holdco I or the Issuers, as the case
may be, was approved by a vote of a majority of the directors of Vanguard, VHS Holdco I or the
Issuers, 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 (b) executive officers and other
management personnel of Vanguard, VHS Holdco I or the Issuers, 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 the Issuers, 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 VHS Holdco II 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



-15-









 







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 VHS Holdco II as a reserve in accordance with GAAP against
any liabilities associated with the asset disposed of in such transaction and retained by VHS
Holdco II 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 VHS Holdco II 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, 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 Holdco 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 Issuers.



     “Officers’ Certificate” means a certificate signed on behalf of the Issuers by two Officers of
the Issuers, one of whom is the principal executive officer, the principal financial officer, the
treasurer or the principal accounting officer of the Issuers, 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 Issuers or any
Subsidiary of the Issuers.



     “Pari Passu Indebtedness” means any Indebtedness of the Issuers or any Guarantor that ranks
pari passu in right of payment with the Notes or the Guarantees, 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 Issuers
or any of their 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 relating
to the Existing VHS Holdco II Notes under the



-16-









 







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, VHS Holdco I, the Issuers or any direct or indirect parent company of
any of such Persons. 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 VHS Holdco II 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 VHS Holdco II 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, VHS Holdco II or a Restricted
Subsidiary;




     (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 VHS Holdco II or any Restricted Subsidiary (A) in
exchange for any other Investment or accounts receivable held by VHS Holdco II 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 VHS
Holdco II 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 VHS Holdco II 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;



-17-









 






     (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 Issuers or
any direct or indirect parent companies of the Issuers (exclusive of Disqualified Stock);




     (12) guarantees (including 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 Issuers 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;




     (15) guarantees by VHS Holdco II 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 VHS Holdco II 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 Issuers or a Subsidiary Guarantor;




     (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



-18-









 






     (23) additional Investments by VHS Holdco II 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 VHS Holdco II; 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 VHS Holdco II
or any Restricted Subsidiary;




     (4) Liens on property at the time VHS Holdco II or a Restricted Subsidiary acquired the
property, including any acquisition by means of a merger or consolidation with or into VHS
Holdco II 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 VHS Holdco II or any Restricted
Subsidiary;




     (5) Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing
to VHS Holdco II 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 VHS Holdco II 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
VHS Holdco II or one of its Subsidiaries not yet delinquent, or which are being contested in
good faith by



-19-









 







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, VHS Holdco I, VHS Holdco II 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 by more than 30 days or that are being contested in good
faith by appropriate proceedings and in respect of which, if applicable, VHS Holdco II 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 VHS Holdco II 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 VHS Holdco II or any Restricted
Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the
ordinary course of business of VHS Holdco II and the Restricted Subsidiaries or (C) relating
to purchase orders and other agreements entered into with customers of VHS Holdco II 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 VHS
Holdco II 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 VHS Holdco II or any
Restricted Subsidiary in connection with any letter of intent or purchase agreement
permitted hereunder;



-20-









 






     (23) Liens with respect to obligations of VHS Holdco II 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 VHS Holdco II
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 Issuers 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 Pari Passu 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;




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




     (30) Liens on equipment of the Issuers or any of their Restricted Subsidiaries granted
in the ordinary course of business to the Issuers’ 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 VHS Holdco II 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 VHS Holdco II or any Subsidiary of VHS Holdco II, in each case:




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



-21-









 






     (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 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 VHS Holdco II 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 VHS Holdco II 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 Issuers 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 VHS Holdco II) and (c) the financing terms, covenants, termination
events and other provisions thereof shall be market terms (as determined in good faith by VHS
Holdco II) and may include Standard Securitization Undertakings. The grant of a security interest
in any Securitization Assets of VHS Holdco II 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, among the Issuers, the Guarantors 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 Issuers, the Guarantors 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 Issuers 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.



-22-









 





     “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 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 of the Notes initially sold in
reliance on Rule 903 of Regulation S.



     “Responsible Officer” of any Person (other than the Trustee) means 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 VHS Holdco II
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 VHS Holdco II, including the Co-Issuer.



     “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,



-23-









 







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, 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.



     “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 VHS Holdco II as defined in Article I, 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.



-24-









 





     “Subordinated Indebtedness” means (a) with respect to the Issuers, any Indebtedness of either
of the Issuers that is by its terms subordinated in right of payment to the Notes and (b) with
respect to any Guarantor of the Notes, any Indebtedness of such Guarantor that is by its terms
subordinated in right of payment to its Guarantee of the Notes.



     “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.



     “Subsidiary Guarantor” means each Subsidiary of VHS Holdco II that incurs a Guarantee of the
Notes.



     “Tax Distribution” means any distribution pursuant to Section 4.05(b)(9) hereof.



     “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 VHS Holdco II and its Restricted
Subsidiaries, as shown on the most recent balance sheet of VHS Holdco II.



     “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, 2014; provided that if the
period from such redemption date to February 1, 2014 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 VHS Holdco II that at the time of
determination is an Unrestricted Subsidiary (as designated by the Board of Directors of VHS Holdco
II, as provided below) and (b) any Subsidiary of an Unrestricted Subsidiary. The Board of
Directors of VHS Holdco II may designate any Subsidiary of VHS Holdco II (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



-25-









 







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, VHS Holdco II or any Subsidiary of VHS Holdco II (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 VHS Holdco II, (2) such designation
complies with Section 4.05 hereof, and (3) each of (A) the Subsidiary to be so designated and (B)
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
Indebtedness pursuant to which the lender has recourse to any of the assets of VHS Holdco II or any
Restricted Subsidiary. The Board of Directors of VHS Holdco II may designate any Unrestricted
Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such
designation, (i) no Default or Event of Default shall have occurred and be continuing and (ii)
either (x) the Fixed Charge Coverage Ratio would be at least 2.00 to 1.00 or (y) the 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 VHS Holdco II shall be notified by the Issuers 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.



     “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 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”
	 	 	3.09	 
	“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	 
	“Excess Proceeds”
	 	 	4.08	 
	“incur”
	 	 	4.07	 






-26-









 






	 	 	 	 	 
	 	 	Defined
	Term	 	in Section
	“Legal Defeasance”
	 	 	8.02	 
	“Offer Period”
	 	 	3.09	 
	“Paying Agent”
	 	 	2.03	 
	“Permitted Debt”
	 	 	4.07	 
	“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 means the Issuers and the Guarantors, respectively, and any successor obligor
upon the Notes and the Guarantees, 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.



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 Issuers). Each Note
shall be dated the date of its authentication. The Notes shall be in denominations of $2,000 and
integral multiples of $1,000 in excess thereof.



-27-









 





     The terms and provisions contained in the Notes shall constitute, and are hereby expressly
made, a part of this Indenture and the Issuers, the Guarantors 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 of outstanding Notes from time to time
endorsed thereon and that the aggregate principal amount 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 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 Issuers 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 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 Officers’ Certificate from the Issuers.



     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 of the Regulation S Temporary Global Note and the Regulation
S Permanent Global Note may from time to time be 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 Issuers 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.



-28-









 





     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 Issuers signed by one officer of the
Issuers (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 of Notes outstanding at any time may not exceed the aggregate principal amount of
Notes authorized for issuance by the Issuers 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 Issuers 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 Issuers.



     Section 2.03 Registrar and Paying Agent. The Issuers 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 Issuers 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 Issuers may
change any Paying Agent or Registrar without notice to any Holder. The Issuers shall notify the
Trustee in writing of the name and address of any Agent not a party to this Indenture. If the
Issuers fail to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall
act as such. The Issuers or any of their subsidiaries may act as Paying Agent or Registrar.



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



     The Issuers initially appoint 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 Issuers 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
principal, premium or Additional Interest, if any, or interest on the Notes, and shall notify the
Trustee of any default by the Issuers 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
Issuers 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 Issuers or a subsidiary) shall
have no further liability for the money. If the Issuers 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 Issuers, the
Trustee shall serve as Paying Agent for the Notes.



     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 Issuers shall furnish to the Trustee at least seven Business Days before each interest payment
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 Issuers 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 Issuers for certificated Notes if:



-29-









 






     (1) the Issuers deliver 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 Issuers within 90 days after the date of such notice or cessation;




     (2) the Issuers in their sole discretion determine that the Global Notes (in whole but
not in part) should be exchanged for Definitive Notes and deliver 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 Issuers 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).




     (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:



-30-









 






     (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 Issuers 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 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.




     (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 Issuers;




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



-31-









 






     (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 Issuers 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 equal to the aggregate principal
amount 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;




     (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;



-32-









 






     (F) if such beneficial interest is being transferred to the Issuers or any of their
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 of the applicable Global Note to be reduced
accordingly pursuant to Section 2.06(h) hereof, and the Issuers 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 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 Issuers;




     (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 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


-33-









 






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 of the applicable Global Note to be reduced accordingly pursuant to Section
2.06(h) hereof, and the Issuers 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;




     (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 Issuers or any of
their 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 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.





-34-









 








     (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 Issuers;




     (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 of the Unrestricted Global Note.



     (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
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 Issuers 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 equal to the principal amount 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



-35-









 







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 Issuers;




     (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




     (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.



-36-









 





     (f) Registered Exchange Offer. Upon the occurrence of the Registered Exchange Offer
in accordance with the Registration Rights Agreement, the Issuers 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 equal to the
principal amount 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 Issuers; and




     (2) Unrestricted Definitive Notes in an aggregate principal amount equal to the
principal amount 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 Issuers.



     Concurrently with the issuance of such notes, the Trustee shall cause the aggregate principal
amount of the applicable Restricted Global Notes to be reduced accordingly, and the Issuers 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.



     (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 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 ISSUERS 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 ISSUERS IF THE ISSUERS SO REQUEST), (2) TO THE ISSUERS 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



-37-









 







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 ISSUERS.




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 ISSUERS OR THEIR 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.”



     (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



-38-









 







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 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.



     (i) General Provisions Relating to Transfers and Exchanges.



     (1) To permit registrations of transfers and exchanges, the Issuers 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 Issuers 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 Issuers, 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 Issuers 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 interest payment date.



     (6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any
Agent and the Issuers 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 principal of and interest on
such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuers 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 Issuers and the Trustee receives evidence to its satisfaction of the destruction, loss or
theft of any Note, the Issuers 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 Issuers, an indemnity bond must be supplied by the Holder



-39-









 







that is sufficient in
the judgment of the Trustee and the Issuers to protect the Issuers, the Trustee, any Agent and any
authenticating agent from any loss that any of them may suffer if a Note is replaced. The Issuers
may charge for their expenses in replacing a Note.



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



     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
Issuers or an Affiliate of the Issuers holds the Note; however, Notes held by the Issuers or a
subsidiary of the Issuers shall not be deemed to be outstanding for purposes of Section 3.07(a)
hereof.



     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 of any Note is considered paid under Section 4.01 hereof, it ceases to
be outstanding and interest on it ceases to accrue.



     If the Paying Agent (other than the Issuers, 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 shall cease
to accrue interest.



     Section 2.09 Treasury Notes. In determining whether the Holders of the required
principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the
Issuers or any Guarantor, or by any Person directly or indirectly controlling or controlled by or
under direct or indirect common control with the Issuers or any Guarantor, 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 Issuers 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 Issuers consider appropriate for temporary Notes and as may
be reasonably acceptable to the Trustee. Without unreasonable delay, the Issuers 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 Issuers 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 Issuers. The Issuers 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 Issuers default in a payment of interest on
the Notes, they 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
Issuers 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 Issuers 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 Issuers (or, upon the written request of the Issuers, the
Trustee in the name and at the expense of the Issuers) shall mail or



-40-









 







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



     Section 2.14 Issuance of Additional Notes. The Issuers 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 interest payable on the first interest payment 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 Initial
Notes for U.S. federal income tax purposes will have a different CUSIP number).



     With respect to any Additional Notes, the Issuers shall set forth in an Officer’s Certificate
pursuant to a resolution of the Board of Directors of the Issuers, 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 Issuers elect 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 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:



-41-









 






     (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.



     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 Issuers 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 or whole multiples of $1,000; provided that no Notes of $1,000 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 Issuers 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 principal amount of such
Note to be redeemed and that, after the redemption date upon surrender of such Note, a new
Note or Notes in principal amount 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 Issuers default in making such redemption payment, interest on
Notes called for redemption ceases to accrue 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 Issuers’ written request, the Trustee shall give the notice of redemption in the
Issuers’ name and at their expense; provided, however, that the Issuers have 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.



-42-









 





     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.



     Section 3.05 Deposit of Redemption or Purchase Price. On or before the relevant
redemption or purchase date, the Issuers 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 Issuers any money deposited with the Trustee or the Paying Agent
by the Issuers 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 Issuers comply with the provisions of the preceding paragraph, on and after the
redemption or purchase date, interest shall cease to accrue on the Notes or the portions of Notes
called for redemption or purchase. If a Note is redeemed or purchased on or after an interest
record date but on or prior to the related interest payment date, then any accrued and unpaid
interest 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 Issuers to comply with the
preceding paragraph, interest shall be paid on the unpaid principal, from the redemption or
purchase date until such principal is paid, and to the extent lawful on any interest not paid on
such unpaid principal, 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 Issuers shall issue and, upon receipt of an Authentication
Order, the Trustee shall authenticate for the Holder at the expense of the Issuers a new Note equal
in principal amount to the unredeemed or unpurchased portion of the Note surrendered.



     Section 3.07 Optional Redemption.



     (a) At any time on or prior to February 1, 2014, the Issuers may on any one or more occasions
redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture (including
Additional Notes issued after the Issue Date) at a redemption price of 107.750% of the principal
amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to, but not
including, the redemption date, in each case, with the net cash proceeds of one or more Equity
Offerings (1) by the Issuers or (2) by any direct or indirect parent of VHS Holdco II, in each
case, to the extent the net cash proceeds thereof are contributed to the common equity capital of
VHS Holdco II or used to purchase Capital Stock (other than Disqualified Stock) of VHS Holdco II
from it; provided that:




     (1) at least 65% of the aggregate principal amount of Notes issued under this Indenture
(excluding Notes held by the Issuers and their Subsidiaries) remains outstanding immediately
after the occurrence of such redemption; and




     (2) the redemption occurs within 120 days of the date of the closing of such Equity
Offering.



     Notice of any redemption upon any Equity Offering may be given prior to the completion
thereof, and any such redemption or notice may, at the Issuers’ discretion, be subject to one or
more conditions precedent, including, but not limited to, completion of the related Equity
Offering.



     (b) Except pursuant to the preceding paragraph or as otherwise set forth below, the Notes
shall not be redeemable at the Issuers’ option prior to February 1, 2014; provided, however, the
Issuers 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.



     (c) On or after February 1, 2014, the Issuers 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
principal amount) set forth below plus accrued and unpaid interest and Additional Interest, if any,
on the Notes redeemed to the applicable



-43-









 







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 interest payment date:



	 	 	 	 	 
	Year	 	Percentage
	2014
	 	 	105.813	%
	2015
	 	 	103.875	%
	2016
	 	 	101.938	%
	2017 and thereafter
	 	 	100.000	%






     Unless the Issuers default in the payment of the redemption price, interest shall cease to
accrue on the Notes or portions thereof called for redemption on the applicable redemption date.



     (d) At any time prior to February 1, 2014, the Issuers 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 principal amount 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 interest payment
date).



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



     Section 3.08 Mandatory Redemption. The Issuers are not required to make mandatory
redemption or sinking fund payments with respect to the Notes.



     Section 3.09 Offer to Purchase by Application of Excess Proceeds. In the event that,
pursuant to Section 4.08 hereof, the Issuers are required to commence an offer to all Holders to
purchase Notes (an “Asset Sale Offer”), they shall follow the procedures specified below.



     (a) The Asset Sale Offer shall be made to all Holders and if the Issuers elect (or are
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 Issuers 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, if 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 pursuant to Section 4.01 hereof.



     (b) If the Purchase Date is on or after an interest record date and on or before the related
interest payment 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 Issuers 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 3.09 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;



-44-









 






     (3) that any Note not tendered or accepted for payment shall continue to accrue
interest;




     (4) that, unless the Issuers default in making such payment, any Note accepted for
payment pursuant to the Asset Sale Offer shall cease to accrue interest 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 or integral multiples of $1,000 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
Issuers, a Depositary, if appointed by the Issuers, 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 Issuers, 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, the principal amount 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 of Notes and other Pari Passu Indebtedness
surrendered by Holders thereof exceeds the Offer Amount, the Issuers shall select the Notes
and other Pari Passu Indebtedness to be purchased on a pro rata basis based on the principal
amount of Notes and such other Pari Passu Indebtedness surrendered (with such adjustments as
may be deemed appropriate by the Issuers so that only Notes in denominations of $2,000, or
integral multiples of $1,000 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 to the unpurchased portion of the Notes surrendered (or
transferred by book-entry transfer).



     (d) On or before the Purchase Date, the Issuers shall, to the extent lawful, accept for
payment, on a pro rata basis 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 Issuers in accordance with the terms of this Section 3.09. The
Issuers, 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 Issuers
for purchase, and the Issuers, shall promptly issue a new Note, and the Trustee, upon written
request from the Issuers shall authenticate and mail or deliver (or cause to be transferred by book
entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the
Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuers to
the Holder thereof. The Issuers shall publicly announce the results of the Asset Sale Offer on the
Purchase Date.



     Other than as specifically provided in this Section 3.09, any purchase pursuant to this
Section 3.09 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 Issuers shall pay or cause to be paid the
principal 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. Principal, 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 Issuers or a subsidiary thereof, holds as of 10:00 a.m. Eastern Time on the due date money
deposited by the Issuers in immediately available funds and designated for and sufficient to pay
all principal



-45-









 







of, premium, if any, and interest and Additional Interest, if any, then due. The
Issuers 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 Issuers shall pay interest on overdue principal 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.



     Section 4.02 Maintenance of Office or Agency. The Issuers 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 Issuers
in respect of the Notes and this Indenture may be served. The Issuers 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 Issuers fail 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 Issuers 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 Issuers of their obligation to maintain an office or agency in the Borough of
Manhattan, the City of New York for such purposes. The Issuers 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 Issuers hereby designate the Corporate Trust Office of the Trustee as one such office or
agency of the Issuers 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, VHS
Holdco II 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 VHS Holdco II 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 VHS Holdco II’s certified independent accountants.



     In addition, whether or not required by the Commission, VHS Holdco II 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, VHS Holdco II 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 Vanguard is a Guarantor (there being no obligation of Vanguard to do so), holds
no material assets other than cash, Cash Equivalents and the Capital Stock of VHS Holdco I or the
Issuers (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 VHS
Holdco II, be filed by and be those of Vanguard rather than VHS Holdco II. VHS Holdco II shall be
deemed to be in compliance with the provisions of this Section 4.03 if Vanguard 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.




-46-











 





     (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 Issuers shall deliver to the Trustee within 120 days after the end of each fiscal year
of the Issuers an Officers’ Certificate stating that in the course of the performance by the
signers of their duties as officers of the Issuers 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 Issuers are
taking or proposes to take with respect thereto. The Issuers also shall comply with Section
314(a)(4) of the TIA.



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



     Section 4.05 Limitation on Restricted Payments.



     (a) VHS Holdco II 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
VHS Holdco II’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 VHS Holdco II payable in Equity Interests (other than
Disqualified Stock) of VHS Holdco II 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 VHS Holdco II 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, VHS
Holdco II 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
either of the Issuers or any direct or indirect parent entity of either of the Issuers,
including in connection with any merger or consolidation involving either of the Issuers 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 VHS Holdco II or any Subsidiary Guarantor (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;




     (B) 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



-47-









 






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) hereto; and




     (C) such Restricted Payment, together with the aggregate amount of all other
Restricted Payments made by VHS Holdco II 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) and (20) of Section 4.05(b), is less
than the sum, without duplication, of




     (i) 50% of the Consolidated Net Income of VHS Holdco II 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 VHS Holdco II’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 VHS Holdco II, of
property and marketable securities received by the Issuers since immediately
after January 29, 2010 from the issue or sale of (x) Equity Interests of VHS
Holdco II (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 VHS Holdco
II, any direct or indirect parent entities of VHS Holdco II 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 VHS Holdco II, Equity
Interests of any direct or indirect parent entities of VHS Holdco II and (y)
debt securities of VHS Holdco II that have been converted into such Equity
Interests of VHS Holdco II (other than Refunding Capital Stock or Equity
Interests or convertible debt securities of VHS Holdco II sold to a
Restricted Subsidiary or VHS Holdco II, 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 VHS Holdco II, of
property and marketable securities contributed to the capital of VHS Holdco
II 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 VHS Holdco
II, of property and marketable securities received after January 29, 2010 by
means of (x) the sale or other disposition (other than to VHS Holdco II or a
Restricted Subsidiary) of Restricted Investments made by VHS Holdco II or
its Restricted Subsidiaries and repurchases and redemptions of such
Restricted Investments from VHS Holdco II or its Restricted Subsidiaries and
repayments of loans or advances which constitute Restricted Investments by
VHS Holdco II or its Restricted Subsidiaries or (y) the sale (other than to
VHS Holdco II 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 VHS



-48-









 







Holdco II or a Restricted Subsidiary or the transfer of assets of an
Unrestricted Subsidiary to VHS Holdco II or a Restricted Subsidiary, the
fair market value of the Investment in such Unrestricted Subsidiary, as
determined by the Board of Directors of VHS Holdco II 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 the next succeeding paragraph or to the extent such
Investment constituted a Permitted Investment).



     (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 Issuers or any direct or indirect parent corporation of the Issuers
(“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 Issuers) of Equity Interests of the Issuers or any direct or indirect
parent of the Issuers or contributions to the equity capital of the Issuers (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 Issuers) of
Refunding Capital Stock;




     (3) the redemption, repurchase or other acquisition or retirement for value of
Subordinated Indebtedness of VHS Holdco II or any Subsidiary Guarantor made by exchange for,
or out of the proceeds of the substantially concurrent sale of, new Indebtedness of the
borrower thereof, 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 and any such applicable
Guarantees at least to the same extent as such Subordinated Indebtedness being so redeemed,
repurchased, acquired or retired for value is subordinated to the Notes and/or Guarantees,
(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 Issuers or any of their direct or
indirect parent entities held by any future, present or former employee, director or
consultant of VHS Holdco II, any of its Subsidiaries or (to the extent such person renders
services to the businesses of VHS Holdco II and its Subsidiaries) VHS Holdco II’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 VHS Holdco II 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 VHS Holdco II and, to the extent contributed to VHS Holdco II,
Equity Interests of any of its direct or indirect parent entities, in each case to members
of management, directors or consultants of VHS Holdco II, any of its Subsidiaries or (to the
extent such person



-49-









 







renders services to the businesses of VHS Holdco II and its Subsidiaries) VHS Holdco
II’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 VHS Holdco II or its Restricted
Subsidiaries, or by any direct or indirect parent entity to the extent contributed to VHS
Holdco II, after January 29, 2010 (provided that VHS Holdco II 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 Issuers from members of management of the Issuers, any of the Issuers’ direct or
indirect parent companies or any of the Issuers’ Restricted Subsidiaries in connection with
a repurchase of Equity Interests of the Issuers or any of their 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;




     (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 Issuers (or the
payment of dividends to any direct or indirect parent of the Issuers to fund a payment of
dividends on such entity’s common stock) following the first public offering of the common
stock of the Issuers, 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 Issuers 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, VHS Holdco I, Vanguard or any direct or
indirect parent entity in amounts required for VHS Holdings LLC, VHS Holdco I, Vanguard 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, VHS Holdco I’s or Vanguard’s existence and its ownership of
VHS Holdco I, Vanguard, the Issuers or any of their 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, VHS Holdco I’s or Vanguard’s existence and its ownership of VHS Holdco I,
Vanguard, the Issuers or any of their Subsidiaries, as applicable; and




     (B) with respect to each tax year (or portion thereof) in which VHS Holdco II
is treated, for U.S. federal income tax purposes and/or applicable state and local
income tax purposes, as either a member of a consolidated, combined or similar tax
group of which a direct or indirect parent of VHS Holdco II is the common parent (a
“Tax Group”) or a partnership or disregarded entity whose income is included in the
income of a Tax Group, the portion of the income taxes of such Tax Group
attributable to the income of VHS Holdco II 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 VHS Holdco II and/or
its subsidiaries (as



-50-









 







applicable) for such tax year (or portion thereof) if VHS Holdco II had been a
stand-alone taxpayer or the parent of a stand-alone consolidated group (determined
by treating interest expense on the Senior Discount Notes as an expense of VHS
Holdco II) and (y) amounts attributable to income of any Unrestricted Subsidiary of
VHS Holdco II shall be permitted only to the extent of any payments by such
Unrestricted Subsidiary to VHS Holdco II 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 VHS Holdco II 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
or the offerings or owed to Affiliates, in each case to the extent permitted by Section 4.09
hereof;




     (13) declaration and payment of dividends to holders of any class or series of
Disqualified Stock of VHS Holdco II or any Restricted Subsidiary or any class of Preferred
Stock of 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 VHS Holdco II, the
proceeds of which shall 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 VHS Holdco
II 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, VHS Holdco II would have had a Fixed Charge Coverage Ratio of at least
2.00 to 1.00 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 Issuers from any
such sale of Designated Preferred Stock issued January 29, 2010;




     (16) the distribution, as a dividend or otherwise, of shares of Capital Stock of, or
Indebtedness owed to VHS Holdco II 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 VHS Holdco II or any direct or indirect parent entity of
VHS Holdco II 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 VHS
Holdco II; provided that, as a result of such consolidation, merger or transfer of assets,
the Issuers have made a Change of Control Offer pursuant to Section 4.11 hereof and any
Notes tendered in connection therewith have been purchased; and



-51-









 






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


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.




     (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 VHS Holdco II 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 VHS Holdco II.



     (d) VHS Holdco II 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 VHS Holdco II 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) VHS Holdco II 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 VHS Holdco II
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 VHS Holdco II
or any of its Restricted Subsidiaries;




     (2) make loans or advances to VHS Holdco II or any of its Restricted Subsidiaries; or




     (3) sell, lease or transfer any of its properties or assets to VHS Holdco II 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 January 29, 2010, including,
without limitation, pursuant to Existing Indebtedness, the Credit Agreement and related
documentation, Hedging Obligations, the Existing Indenture and the Existing VHS Holdco II
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;



-52-









 






     (5) any agreement or other instrument of a Person acquired by VHS Holdco II 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;




     (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 that are Guarantors which
Indebtedness is permitted to be incurred pursuant to an agreement entered into subsequent to
January 29, 2010 in accordance with Section 4.07 hereof;




     (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 VHS Holdco II 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 VHS Holdco II or any Restricted Subsidiary in any manner material to
VHS Holdco II 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 VHS Holdco II, 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.



-53-









 





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



     (a) VHS Holdco II 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 VHS Holdco II shall not permit any of its Restricted
Subsidiaries to issue any shares of Preferred Stock; provided that VHS Holdco II and any Restricted
Subsidiary may incur Indebtedness (including Acquired Debt) and any Restricted Subsidiary 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
guarantee thereof and the notes and guarantees thereof to be issued in exchange therefor);




     (3) Indebtedness represented by the Notes and the Guarantees and the Notes and related
Guarantees to be issued in exchange therefor pursuant to the Registration Rights Agreement;




     (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 VHS
Holdco II 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 VHS Holdco II 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 VHS Holdco II 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 VHS Holdco II 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 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 Guarantees as a result of an amendment to an obligation in existence on January
29, 2010) of VHS Holdco II 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



-54-









 







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 VHS Holdco II and any Restricted Subsidiaries in connection with
such disposition;




     (8) Indebtedness of VHS Holdco II owed to and held by any Restricted Subsidiary or
Indebtedness of a Restricted Subsidiary owed to and held by VHS Holdco II 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 VHS Holdco II or a
Restricted Subsidiary) shall be deemed, in each case, to constitute the incurrence of such
Indebtedness by the issuer thereof and (B) if either of the Issuers or any Guarantor is the
obligor on such Indebtedness owing to a Restricted Subsidiary that is not a Guarantor, 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 such Issuer with respect to the Notes or of such Guarantor with
respect to its Guarantee;




     (9) shares of Preferred Stock of a Restricted Subsidiary issued to VHS Holdco II 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 VHS Holdco II or a Restricted Subsidiary) shall be deemed in each case to be an
issuance of such shares of Preferred Stock;




     (10) Hedging Obligations of VHS Holdco II 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 VHS Holdco II 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 VHS Holdco II 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 VHS Holdco II 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 VHS Holdco II 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) of Section 4.07(b), 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 any Indebtedness
or Preferred Stock incurred pursuant to this clause (13) of Section 4.07(b) shall cease to
be deemed incurred or outstanding for purposes of this clause (13) of Section 4.07(b) but
shall be deemed incurred for the purposes of the first paragraph of this covenant from and
after the first date on which VHS Holdco II or such Restricted Subsidiary could have
incurred such Indebtedness or Preferred Stock under the first paragraph of this covenant
without reliance on this clause (13) of Section 4.07(b));



-55-









 






     (14) any guarantee by either of the Issuers or a Guarantor of Indebtedness or other
obligations of VHS Holdco II or any Restricted Subsidiary so long as the incurrence of such
Indebtedness by VHS Holdco II 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 or a Guarantee, as applicable, any such guarantee with respect
to such Indebtedness shall be subordinated in right of payment to the Notes or such
Guarantee with respect to the Notes substantially to the same extent as such Indebtedness is
subordinated to the Notes or such Guarantee, as applicable;




     (15) the incurrence by VHS Holdco II 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 to the Notes, such Refinancing Indebtedness is subordinated 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 is not the
Co-Issuer or a Guarantor that refinances Indebtedness or Preferred Stock of either Issuer or
a Guarantor or (y) Indebtedness or Preferred Stock of VHS Holdco II 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 VHS Holdco II or
any Restricted Subsidiary or merged into VHS Holdco II 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, 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 the
first paragraph of this covenant 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 VHS Holdco II 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;




     (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 VHS Holdco II 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 VHS Holdco II or any Restricted Subsidiary other than a
Securitization Subsidiary (except for Standard Securitization Undertakings);



-56-









 






     (23) Physician Support Obligations incurred by VHS Holdco II or any Restricted
Subsidiary;




     (24) Indebtedness consisting of Indebtedness issued by the Issuers or any of their
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 Issuers or any direct or indirect parent company of
the Issuers 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 Issuers and
their Restricted Subsidiaries with such banks or financial institutions that arises in
connection with ordinary banking arrangements to manage cash balances of the Issuers and
their 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, VHS Holdco II 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 VHS Holdco II 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) VHS Holdco II shall not, and shall not permit any of its Restricted Subsidiaries to,
consummate an Asset Sale unless:




     (1) VHS Holdco II (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 financial officer of VHS Holdco II or, in the case
of assets and Equity Interests having a value in excess of $25.0 million, by the Board of
Directors of VHS Holdco II) 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 VHS Holdco II or
such Restricted Subsidiary is in the form of cash or Cash Equivalents.



     The amount of (A) any liabilities (as shown on VHS Holdco II’s or such Restricted Subsidiary’s
most recent balance sheet or in the notes thereto) of VHS Holdco II 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 VHS Holdco II and all Restricted Subsidiaries have been
validly released by all creditors in writing, (B) any securities



-57-









 




received by VHS Holdco II or such Restricted Subsidiary from such transferee that are
converted by VHS Holdco II 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 VHS Holdco II or any of its Restricted Subsidiaries in such Asset Sale
having an aggregate fair market value (as determined in good faith by VHS Holdco II), 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 365 days after the receipt of any Net Proceeds by VHS Holdco II or any Restricted
Subsidiary from an Asset Sale, VHS Holdco II 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 thereunder, to correspondingly reduce commitments with respect thereto
(or other Indebtedness of the Issuers or a Guarantor secured by a Lien) or Pari Passu
Indebtedness or Indebtedness of a Restricted Subsidiary that is not a Guarantor; provided
that if the Issuers or a Guarantor 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 principal amount
thereof, plus accrued and unpaid interest and Additional Interest, if any, the pro rata
principal amount of Notes) or Indebtedness of a Restricted Subsidiary that is not a
Guarantor, in each case other than Indebtedness owed to either of the Issuers or an
Affiliate of the Issuers (provided that in the case of any reduction of any revolving
obligations, the Issuers or such Restricted Subsidiary shall effect a corresponding
reduction of commitments with respect thereto);




     (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 VHS Holdco
II 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 VHS
Holdco II or a Restricted 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 365-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 365th day after receipt of such Net Proceeds, VHS Holdco II or a Restricted
Subsidiary, as applicable, has entered into a bona fide binding commitment with a Person other than
an Affiliate of the Issuers 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 Issuers 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 of Notes and such other Pari Passu Indebtedness
that may be purchased out of the Excess Proceeds. The offer price



-58-









 




in any Asset Sale Offer shall be equal to 100% of the principal amount 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, VHS Holdco II 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 Issuers may
use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the
aggregate principal amount 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 Issuers 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 Issuers shall comply with the applicable securities laws and
regulations and shall not be deemed to have breached their obligations under the Asset Sale
provisions of this Indenture by virtue of such conflict.



     Section 4.09 Limitation on Transactions with Affiliates.



     (a) VHS Holdco II 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 VHS Holdco II or the relevant Restricted Subsidiary than those that would
have been obtained in a comparable transaction by VHS Holdco II or such Restricted
Subsidiary with an unrelated Person on an arm’s length basis; and




     (2) VHS Holdco II 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 VHS Holdco II 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 VHS Holdco II.



     (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 VHS Holdco II 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;



-59-









 






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




     (5) payments by VHS Holdco II 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 VHS Holdco II in good faith;




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




     (7) payments or loans (or cancellations of loans) to employees or consultants of VHS
Holdco II, any Restricted Subsidiary or (to the extent such person renders services to the
businesses of VHS Holdco II and its Subsidiaries) any of VHS Holdco II’s direct or indirect
parent entities, which are approved by a majority of the Board of Directors of VHS Holdco II
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 VHS Holdco II 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 VHS Holdco II 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 VHS Holdco II and or the Restricted
Subsidiaries, in the reasonable determination of the members of the Board of Directors of
VHS Holdco II 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;




     (11) if otherwise permitted hereunder, the issuance of Equity Interests (other than
Disqualified Stock) of the Issuers to VHS Holdco I, to any direct or indirect parent of VHS
Holdco I, 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
Issuers, any of their direct or indirect parent companies or any of their Restricted
Subsidiaries and any employment agreements entered into by VHS Holdco II or any of the
Restricted Subsidiaries in the ordinary course of business;



-60-









 






     (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 VHS Holdco II; and




     (17) Investments by any of the Sponsors in securities of the Issuers or any of their
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. VHS Holdco II 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 (other than Permitted Liens) on any asset or property of VHS Holdco II 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 and any
applicable Guarantees 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 or the applicable Guarantee or Guarantees 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 Issuers shall make an offer (a “Change of
Control Offer”) to each Holder of the Notes to repurchase all or any part (equal to $2,000 or an
integral multiple of $1,000) of that Holder’s Notes repurchased at a purchase price in cash equal
to 101% of the aggregate principal amount thereof 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 interest
payment date (the “Change of Control Payment”). Within 30 days following any Change of Control,
except to the extent that the Issuers have exercised their right to redeem the Notes in accordance
with Article III of this Indenture, the Issuers 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”);




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




     (4) that, unless the Issuers default in the payment of the Change of Control Payment,
all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue
interest 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;



-61-









 






     (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 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 or an integral multiple thereof.


The Issuers 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
Issuers 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 Issuers 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 of Notes or
portions of Notes being purchased by the Issuers.



     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 to any
unpurchased portion of the Notes surrendered, if any; provided that each new Note shall be in a
principal amount of $2,000 or an integral multiple of $1,000 in excess thereof.



     The Issuers 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 Issuers 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
Issuers 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.



     Section 4.12 Payments for Consent. VHS Holdco II 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 Additional Subsidiary Guarantees. Upon the occurrence of the guarantee by any Restricted Subsidiary of the obligations of any
borrower under the Credit Agreement, VHS Holdco II shall cause each such Restricted Subsidiary
(other than a Securitization Subsidiary) to execute a Guarantee satisfactory in form and substance
to the Trustee (and with such documentation relating thereto as the Trustee may require, including,
without



-62-









 




limitation, opinions of counsel as to the enforceability of such guarantee), pursuant to
which such Restricted Subsidiary shall become a Guarantor. Such Guarantee is contained in the form
of the supplemental indenture attached as Exhibit E hereto.




     Section 4.14 Existence of Corporate Co-Issuer. VHS Holdco II shall always maintain a Wholly-Owned Subsidiary that is a Restricted
Subsidiary of VHS Holdco II organized as a corporation under the laws of the United States of
America, any state thereof or the District of Columbia that shall serve as a co-issuer of the Notes
unless VHS Holdco II is itself a corporation under the laws of the United States of America, any
state thereof or the District of Columbia.



     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 Issuers 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 Issuers and their 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 Issuers and
their 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.” The Guarantees of the Guarantors shall be suspended during
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 Issuers or any of their 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 Issuers 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.



ARTICLE V




SUCCESSORS



     Section 5.01 Merger, Consolidation or Sale of All or Substantially All Assets of the
Issuers. Neither Issuer may, directly or indirectly: (a) consolidate or merge with or into or wind
up into another Person (whether or not such 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:



-63-









 






     (1) either: (A) such Issuer is the surviving corporation; or (B) the Person formed by
or surviving any such consolidation or merger (if other than such 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 such Issuer or
the United States, any state of the United States or the District of Columbia (such Issuer
or such Person, as the case may be, hereinafter referred to as the “Successor Company”);




     (2) the Successor Company (if other than such Issuer) expressly assumes all the
obligations of such 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 a
co-issuer or the 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 such 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) 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 VHS Holdco II and its
Restricted Subsidiaries immediately prior to such transaction;




     (5) each Guarantor, unless it is the other party to the transactions described above,
in which case clause (2) of this Section 5.01 shall apply, shall have confirmed in writing
that its Guarantee shall apply to such Person’s obligations under the Notes, this Indenture
and the Registration Rights Agreement; and




     (6) such 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, such 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 VHS Holdco II or to another Restricted Subsidiary and (b) either
Issuer may merge with an Affiliate incorporated solely for the purpose of reincorporating such
Issuer in another state of the United States, so long as the amount of Indebtedness of VHS Holdco
II 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 VHS Holdco II 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
VHS Holdco II under this Indenture shall be discharged except to the extent that VHS Holdco II is
or becomes a Subsidiary, Restricted Subsidiary or Subsidiary Guarantor of the Notes. In such
event, Parent shall succeed to, and be substituted for, VHS Holdco II under this Indenture and the
Notes.



     Section 5.03 Merger, Consolidation or Sale of All or Substantially All Assets by a
Guarantor. Subject to the provisions described in Sections 10.02 and 10.03 hereof, no Guarantor (other
than Vanguard) shall consolidate or merge with or into or wind up into (whether or not such
Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise
dispose of all or substantially all of its properties or assets in one or more related transactions
to, any Person, unless:




     (1) such Guarantor is the surviving Person or the Person formed by or surviving any
such consolidation or merger (if other than such Guarantor) or to which such sale,
assignment, transfer, lease, conveyance or other disposition shall have been made is a
Person organized or existing under the laws of



-64-









 







the United States, any state thereof or the District of Columbia (such Guarantor or
such Person, as the case may be, being herein called the “Successor Guarantor”);




     (2) the Successor Guarantor (if other than such Guarantor) expressly assumes all the
obligations of such Guarantor under this Indenture pursuant to supplemental indentures or
other documents or instruments in form reasonably satisfactory to the Trustee;




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




     (4) the Issuers 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 5.04 Successor Guarantor Substituted.



     (a) The Successor Guarantor shall succeed to, and be substituted for, such Guarantor under
this Indenture and the Registration Rights Agreement.



     (b) Notwithstanding the foregoing, (1) a Guarantor may merge with an Affiliate incorporated
solely for the purpose of reincorporating such Guarantor in another state of the United States or
the District of Columbia, so long as the amount of Indebtedness of the Guarantor is not increased
thereby, and (2) any Subsidiary Guarantor may merge into or transfer all or part of its properties
and assets to either of the Issuers or another Subsidiary Guarantor.



     (c) Notwithstanding anything to the contrary herein, except as expressly permitted under this
Indenture no Guarantor shall be permitted to consolidate with, merge into or transfer all or part
of its properties and assets to VHS Holdco I or Vanguard.



ARTICLE VI




DEFAULTS AND REMEDIES



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




     (1) the Issuers default in payment when due and payable, upon redemption, acceleration
or otherwise, of principal of, or premium, if any, on the Notes issued under this Indenture;




     (2) the Issuers default 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) either of the Issuers 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 of the Notes;




     (4) either of the Issuers 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 VHS Holdco II or any Restricted Subsidiary
or the payment of which is guaranteed by VHS Holdco II or any Restricted Subsidiary (other
than Indebtedness owed to VHS Holdco II 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



-65-









 







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) either of the Issuers 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) either of the Issuers 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.




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




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




     (B) appoints a custodian of either of the Issuers 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 either of
the Issuers or any of their 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 either the Issuers 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 and




     (8) the Guarantee of VHS Holdco I or any Guarantee of a Significant Subsidiary fails to
be in full force and effect (except as contemplated by the terms thereof) or any Guarantor
(other than Vanguard) denies or disaffirms its obligations under its Guarantee and such
Default continues for 10 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 either of the Issuers) shall occur and be continuing, the Trustee or the
Holders of at least 25% in principal amount of outstanding Notes under this Indenture may declare
the principal of and accrued interest on such Notes to be due and payable by notice in writing to
the Issuers and the Trustee specifying the respective Event of Default and that it is a “notice of
acceleration”, 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 either of the Issuers occurs and is continuing, then all unpaid principal of,
and premium, if any, and accrued and unpaid 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.



-66-









 





     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 principal, premium and Additional Interest, if any, and interest
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 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
principal 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 principal, which has become due otherwise than by such
declaration of acceleration, has been paid;




     (4) if the Issuers have 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.



     The Holders of a majority in principal amount 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 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 Issuers deliver 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 principal amount 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 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:



-67-









 






     (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 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 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 principal, premium and Additional Interest, if any, and interest 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 Issuers for the whole amount of principal of, premium and Additional Interest, if any,
and interest remaining unpaid on, the Notes and interest on overdue principal 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.



     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 Issuers
(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:



-68-









 






     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 principal,
premium and Additional Interest, if any, and interest, ratably, without preference or
priority of any kind, according to the amounts due and payable on the Notes for principal,
premium and Additional Interest, if any and interest, respectively; and




     Third: to the Issuers 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 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.



     (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
therein).



     (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



-69-









 






     (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 Issuers. 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 Issuers shall be sufficient if signed by an Officer of the Issuers.



     (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 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 Issuers 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 Issuers 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



-70-









 




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 Issuers’ compliance with any of their covenants hereunder (as to which the
Trustee is entitled to rely exclusively on Officers’ Certificates).



     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 Issuers or any Affiliate of the Issuers 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 Issuers’ use of the
proceeds from the Notes or any money paid to the Issuers or upon the Issuers’ 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
principal of, 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.



     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 Issuers 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 Issuers 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 Issuers 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
Issuers 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.



-71-









 





     (b) The Issuers and each Guarantor, 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 Issuers and the Guarantors
(including this Section 7.07) and defending itself against any claim (whether asserted by the
Issuers, the Guarantors, 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 Issuers 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 Issuers shall not relieve the Issuers or any of the Guarantors of their obligations
hereunder. The Issuers or such Guarantor shall defend the claim and the Trustee shall cooperate in
the defense. The Trustee may have separate counsel and the Issuers and the Guarantors, as
applicable, shall pay the reasonable and documented fees and expenses of such counsel; provided,
however, that the Issuers and any Guarantor 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 Issuers and the Guarantors, as applicable, and such
parties in connection with such defense. Neither the Issuers nor any Guarantor need pay for any
settlement made without its consent, which consent shall not be unreasonably withheld.



     (c) The obligations of the Issuers and the Guarantors 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 Issuers’ and the Guarantors’ 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.



     (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 Issuers. The Holders of a majority in aggregate principal amount of
the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Issuers in
writing. The Issuers 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 Issuers shall promptly appoint a successor Trustee. Within one year after the
successor Trustee takes office, the Holders of a majority in principal amount of the then
outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the
Issuers.



-72-









 





     (d) If a successor Trustee does not take office within 60 days after the retiring Trustee
resigns or is removed, the retiring Trustee, the Issuers, or the Holders of at least 10% in
principal amount of the then outstanding Notes may petition, at the expense of the Issuers, 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
Issuers, 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 Issuers. 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 Issuers’ 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).



     Section 7.11 Preferential Collection of Claims Against the Issuers. 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 Issuers may at any time, at the option of its Board of Directors evidenced by a
resolution set forth in an Officers’ Certificate, elect to have either Section 8.02 or 8.03 hereof
be applied to all outstanding Notes and Guarantees upon compliance with the conditions set forth
below in this Article VIII.



     Section 8.02 Legal Defeasance and Discharge. Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this
Section 8.02, the Issuers and each of the Guarantors shall, subject to the satisfaction of the
conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their
obligations with respect to all outstanding Notes (including the Guarantees) on the date the
conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose,
Legal Defeasance means that the Issuers and the Guarantors shall be deemed to have paid and
discharged the entire Indebtedness represented by the outstanding Notes (including the Guarantees),
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 their other obligations under such Notes, the Guarantees and this Indenture (and the
Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments
acknowledging the same), except for the following provisions which shall survive until otherwise
terminated or discharged hereunder:



-73-









 






     (1) the rights of Holders of outstanding Notes issued hereunder to receive payments in
respect of the principal of, 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 Issuers’ 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 Issuers’ and the Guarantors’ obligations in connection therewith;
and




     (4) this Article VIII.



     Subject to compliance with this Article VIII, the Issuers may exercise their 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 Issuers’ exercise under Section 8.01 hereof of the option applicable to this
Section 8.03, the Issuers and each of the Guarantors shall, subject to the satisfaction of the
conditions set forth in Section 8.04 hereof, be released from each of their obligations under the
covenants contained in Sections 4.03, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12 and 4.13 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 and Guarantees, the Issuers and the Guarantors 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
and Guarantees shall be unaffected thereby. In addition, upon the Issuers’ exercise under Section
8.01 hereof of the option applicable to this Section 8.03, subject 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 Issuers 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 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 Issuers
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 Issuers must deliver to
the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that:




     (A) the Issuers have 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



-74-









 







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 Issuers 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 VHS Holdco II or any of its
Restricted Subsidiaries is a party or by which VHS Holdco II or any of its Restricted
Subsidiaries is bound;




     (6) the Issuers must deliver to the Trustee an Officers’ Certificate stating that the
deposit was not made by the Issuers with the intent of preferring the Holders of Notes over
the other creditors of the Issuers with the intent of defeating, hindering, delaying or
defrauding creditors of the Issuers or others; and




     (7) the Issuers 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.



     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 Issuers 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 Issuers 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 Issuers from time to time upon the request of the Issuers 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 Issuers. Any money deposited with the Trustee or any Paying Agent, or then held by the Issuers, in
trust for the payment of the principal of, premium or Additional Interest, if any, or interest on,
any Note and remaining unclaimed for two years after such principal, premium or Additional
Interest, if any,



-75-









 




or interest has become due and payable shall be paid to the Issuers on their request or (if
then held by the Issuers) shall be discharged from such trust; and the Holder of such Note shall
thereafter be permitted to look only to the Issuers for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuers 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 Issuers causes 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 Issuers.




     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 Issuers’ and the Guarantors’ obligations under this
Indenture, the Notes and the Guarantees 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 Issuers make any payment of principal of, premium or Additional
Interest, if any, or interest on, any Note following the reinstatement of its obligations, the
Issuers 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 Issuers and the Trustee may amend or
supplement this Indenture or the Notes or the Guarantees 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;




     (3) to provide for the assumption of either Issuer’s obligations to Holders of the
Notes by a successor to the Issuers 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 the Guarantee of
Vanguard;




     (7) to conform the text of this Indenture, the Notes or the Guarantees to any provision
of the “Description of Senior Notes” in the Offering Memorandum to the extent that such
provision in the Description of Senior Notes in the Offering Memorandum was intended to be a
verbatim recitation of a provision of this Indenture, the Notes or the Guarantees; 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 Issuers accompanied by a resolution of their 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 9.06 hereof, the Trustee shall join with the Issuers
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



-76-









 




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 Issuers and the Trustee may amend or
supplement this Indenture (including, without limitation, Sections 4.08 and 4.11 hereof) and the
Notes or the Guarantees with the consent of the Holders of at least a majority in aggregate
principal amount 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 principal 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 or the Guarantees may be waived with the consent of the Holders of a majority in aggregate
principal amount 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 Issuers accompanied by a resolution of their 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 7.02 hereof, the
Trustee shall join with the Issuers 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
Issuers shall mail to the Holders of Notes affected thereby a notice briefly describing the
amendment, supplement or waiver. Any failure of the Issuers 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 of the Notes then outstanding voting as a single class may waive
compliance in a particular instance by the Issuers with any provision of this Indenture or the
Notes or the Guarantees. 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 principal amount of Notes issued hereunder whose Holders must consent to
an amendment, supplement or waiver;




     (2) reduce the principal 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 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 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;



-77-









 






     (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 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) modify the Guarantees in any manner adverse to the Holders of the Notes;




     (9) make any change in the preceding amendment and waiver provisions; or




     (10) 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 Issuers 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, duties, liabilities
or immunities of the Trustee. The Issuers may not sign an amended or supplemental indenture until
the Boards of Directors of the Issuers approve 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
Officers’ 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 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 Issuers under this
Indenture (including obligations to the Trustee) and the Notes, whether for payment of
principal of, premium, if any, or interest on in respect of the Notes and all other monetary
obligations of the Issuers under this Indenture and the Notes; and



-78-









 






     (2) the full and punctual performance within applicable grace periods of all other
obligations of the Issuers 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 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 Issuers, any
action to enforce the same or any other circumstance which might otherwise constitute a legal or
equitable discharge or defense of a Guarantor. Each Guarantor waives presentation to, demand of
payment from and protest to the Issuers 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 Issuers 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
Issuers, the Guarantors or any custodian, trustee, liquidator or other similar official acting in
relation to either the Issuers or the Guarantors, any amount paid by either to the Trustee or such
Holder, this 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 Issuers first be used and depleted as payment of the Issuers’ 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
Issuers be sued prior to an action being initiated against such Guarantor.



     (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



-79-









 




any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the
Trustee upon the bankruptcy or reorganization of the Issuers 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 Issuers 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
Issuers 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.



     (k) Notwithstanding the foregoing, the guarantee by Vanguard Health Financial Company LLC, and
any claims thereunder, shall be pari passu with any claim, right or entitlement that the United
States Government or Internal Revenue Service may have with respect to the assets of Vanguard
Health Financial Company LLC in connection with the closing agreement 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) of the Code made (or to be made) by
Volunteer Insurance, Ltd.; provided, however, that such pari passu treatment shall apply to no more
than an amount of assets of Vanguard Health Financial Company, LLC with an adjusted basis equal to
10% of the gross income (as defined in such closing agreement) of Volunteer Insurance, Ltd.



     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.



     Section 10.03 Release. A Guarantee as to any Subsidiary Guarantor shall terminate and be of no further force or
effect and such Subsidiary Guarantor shall automatically and unconditionally be released and
discharged from all of its obligations under this Article X if:




     (a) (1) all of its assets or Capital Stock is sold or transferred, in each case in a
transaction in compliance with Section 4.08 hereof;




     (2) the Guarantor merges with or into, or consolidates with or amalgamates with, or
transfers all or substantially all of its assets to, another Person in compliance with
Article V hereof;



-80-









 






     (3) (A) the Subsidiary Guarantor’s guarantee of the Credit Agreement is released or
such release is authorized under the Credit Agreement and the administrative agent under the
Credit Agreement has agreed to release such guarantee subject only to, and promptly
following, the release of such Subsidiary Guarantor’s Guarantee under this Indenture or (B)
the Indebtedness that resulted in the creation of such Guarantee is released or discharged;




     (4) such Subsidiary Guarantor is designated an Unrestricted Subsidiary in accordance
with the terms of this Indenture; or




     (5) the exercise by the Issuers of their Legal Defeasance option or Covenant Defeasance
option as described under Article VIII or the discharge of the Issuers’ obligations under
this Indenture in accordance with the terms of this Indenture.




     (b) VHS Holdco I shall be automatically and unconditionally released and discharged
from all of its obligations under its Guarantee of the Notes only if the conditions
described in paragraphs (1) or (3)(A) of Section 10.03(a) are satisfied with respect to VHS
Holdco I.




     (c) Notwithstanding the foregoing, if any Guarantor is released from its Guarantee
pursuant to paragraph (a)(1), (2) or (3) of Section 10.03(a) above, and such Guarantor is
not released from its guarantee of the Credit Agreement within 30 days after the release of
its Guarantee, then such Guarantor shall immediately provide a Guarantee under this
Indenture until such Guarantor’s guarantee under the Credit Agreement is released.



     Notwithstanding any other provisions of this Indenture, Vanguard may be released from all of
its obligations under its Guarantee and shall cease to be a Guarantor for all purposes under this
Indenture, at the option of the Issuers and Vanguard at any time following the Issue Date.



     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 4.13 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 Issuers 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



-81-









 




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.




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 Issuers, 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 Issuers have 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 principal, premium and Additional Interest, if any, and accrued
interest to the date of maturity or redemption;




     (2) the Issuers have paid or caused to be paid all sums payable by them under this
Indenture; and




     (3) in the event of a deposit as provided in clause (1)(b) above, the Issuers have
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 Issuers 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, (a) 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 and (b) the Co-Issuer’s Guarantee
under the Credit Agreement shall remain in full force and effect until payment in full of the
Credit Agreement. 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 Issuers acting as their 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 Issuers’ and any Guarantor’s obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred



-82-









 




pursuant to Section 11.01 hereof; provided that if the Issuers have 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 Issuers 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.




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 Issuers, any Guarantor 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 Issuers and/or any Guarantor:



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 Issuers, any Guarantor 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



-83-









 




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.



     If the Issuers mail a notice or communication to Holders, they 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 Issuers, 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 Issuers 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 Issuers 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
Issuers or any direct or indirect parent entity (other than VHS Holdco I or Vanguard), as such,
shall have any liability for any obligations of the Issuers 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.



-84-









 





     Section 12.08 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.



     Section 12.09 Successors. All agreements of the Issuers in this Indenture and the Notes shall bind their respective
successors. All agreements of the Trustee in this Indenture shall bind its successors. All
agreements of each Guarantor 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]









-85-









 








Dated as of January 26, 2011




	 	 	 	 	 
	 	SIGNATURES



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 Indenture 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 Indenture 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 Indenture Signature Page]





 









 








Dated as of January 26, 2011




	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION,

as Trustee

 	 
	 	By:  	/s/ Joshua A. Hahn
 	 
	 	 	Authorized Signatory 	 



[Senior Notes Indenture Signature Page]





 











 





EXHIBIT Al



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 ISSUERS.



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 ISSUERS OR THEIR 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 ISSUERS 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 ISSUERS IF THE ISSUERS SO REQUEST), (2) TO THE ISSUERS 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.







A1-1









 








CUSIP/ISIN




7.750% Notes due 2019




			
	 	 	 
	No. ____
	 	$_____________






VANGUARD HEALTH HOLDING COMPANY II, LLC

and

VANGUARD HOLDING COMPANY II, INC.


promise to pay to CEDE & CO. or registered assigns, the principal sum of $_______________ DOLLARS
on February 1, 2019.



Interest Payment Dates: February 1 and August 1



Record Dates: January 15 and July 15



Dated: January 26, 2011




	 	 	 	 	 
	 	VANGUARD HEALTH HOLDING COMPANY II, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	VANGUARD HOLDING COMPANY II, 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
	 	 






A1-2









 





[Back of Note]




7.750% Senior Notes due 2019



     Capitalized terms used herein have the meanings assigned to them in the Indenture referred to
below unless otherwise indicated.



     (1) Interest. Vanguard Health Holding Company II, LLC, a Delaware limited liability
company, (“VHS Holdco II”), Vanguard Holding Company II, Inc., a Delaware corporation and a wholly
owned subsidiary of VHS Holdco II (together with VHS Holdco II, the “Issuers”), promise to pay
interest on the principal amount of this Senior Note at 7.750% per annum from January 26,
2011a until maturity and shall pay the Additional Interest, if any, payable
pursuant to Section 5 of the Registration Rights Agreement referred to below. The Issuers shall
pay interest and Additional Interest, if any, semi-annually in arrears on February 1 and August 1
of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each,
an “Interest Payment Date”). Interest on the Notes shall accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from January 26, 2011* until
the principal hereof is due. The first Interest Payment Date shall be August 1, 2011*.
The Issuers shall pay interest on overdue principal at the rate borne by the Notes, and they shall
pay interest on overdue installments of interest at the same rate to the extent lawful. Interest
shall be computed on the basis of a 360-day year of twelve 30-day months.



     (2) Method of Payment. The Issuers shall pay interest on the Notes (except defaulted
interest) and Additional Interest, if any, to the Persons who are registered Holders of Notes at
the close of business on the January 15 or July 15 next preceding the Interest Payment Date, even
if such Notes are canceled after such record date and on or before such Interest Payment Date,
except as provided in Section 2.12 of the Indenture with respect to defaulted interest. Payments
in respect of Notes represented by Global Notes (including principal, premium, if any, and
interest) shall be made by wire transfer of immediately available funds to the accounts specified
by The Depository Trust Company or any successor depositary. The Issuers shall make all payments
in respect of a Definitive Note (including principal, premium, if any, and interest), at the office
of each Paying Agent, except that, at the option of the Issuers, payment of interest may be made by
mailing a check to the registered address of each Holder thereof; provided, however, that payments
on the Notes may also be made in the case of a Holder of at least $1,000,000 aggregate principal
amount of Notes, by wire transfer to a U.S. dollar account maintained by the payee with a bank in
the United States if such Holder elects payment by wire transfer by giving written notice to the
Trustee or a Paying Agent to such effect designating such account no later than 30 days immediately
preceding the relevant due date for payment (or such other date as the Trustee may accept in its
discretion). Such payment shall be in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private debts.



     (3) Paying Agent and Registrar. Initially, U.S. Bank National Association, the
Trustee under the Indenture, shall act as Paying Agent and Registrar. The Issuers may change any
Paying Agent or Registrar without notice to any Holder. The Issuers or any of their Subsidiaries
may act in any such capacity.



     (4) Indenture. The Issuers have issued the Notes under an Indenture, dated as of
January 26, 2011 (the “Indenture”) among the Issuers, the Guarantors 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.





 




			
	a	 	In the case of the Initial Notes.




A1-3









 










     The Notes are senior obligations of the Issuers. 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. The Indenture imposes certain limitations on the ability of the
Issuers and their 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 Issuers and each
Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or
substantially all of its property.



     To guarantee the due and punctual payment of the principal and interest on the Notes and all
other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall
be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of
the Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed
the obligations of the Issuers under the Notes on a senior basis pursuant to the terms of the
Indenture.



     (5) Optional Redemption.



     (a) Except as set forth in subparagraphs (b) and (c) of this Paragraph 5, the Issuers shall
not have the option to redeem the Notes prior to February 1, 2014. On or after February 1, 2014,
the Issuers 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 principal amount) 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 interest payment date:



	 	 	 	 	 
	Year	 	Percentage
	2014
	 	 	105.813	%
	2015
	 	 	103.875	%
	2016
	 	 	101.938	%
	2017 and thereafter
	 	 	100.000	%






     Unless the Issuers default in the payment of the redemption price, interest shall cease to
accrue on the Notes or portions thereof called for redemption on the applicable redemption date.



     (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time on or
prior to February 1, 2014, the Issuers may on any one or more occasions redeem up to 35% of the
aggregate principal amount of Notes issued under the Indenture (including any Additional Notes
issued after the Issue Date) at a redemption price of 107.750% of the principal amount thereof,
plus accrued and unpaid interest and Additional Interest, if any, to, but not including the
redemption date, with the net cash proceeds of one or more Equity Offerings (1) by the Issuers or
(2) by any direct or indirect parent of VHS Holdco II, in each case, to the extent the net cash
proceeds thereof are contributed to the common equity capital of VHS Holdco II or used to purchase
Capital Stock (other than Disqualified Stock) of VHS Holdco II from it; provided that (1) at least
65% in aggregate principal amount of the Notes issued under the Indenture (excluding Notes held by
the Issuers and their Subsidiaries) remains outstanding immediately after the occurrence of such
redemption and (2) that such redemption occurs within 120 days of the date of the closing of such
Equity Offering.



     (c) At any time prior to February 1, 2014, the Issuers 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 principal amount 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 interest payment date.



A1-4









 





     (6) Mandatory Redemption. The Issuers are not required to make mandatory redemption
or sinking fund payments with respect to the Notes.



     (7) 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 may be
redeemed in part but only in whole multiples of $1,000.



     (8) Repurchase at the Option of Holder.



     (a) If there is a Change of Control, the Issuers shall make an offer (a “Change of Control
Offer”) to each Holder of the Notes to repurchase all or any part (equal to $2,000 or an integral
multiple of $1,000) of that Holder’s Notes at a purchase price in cash equal to 101% of the
aggregate principal amount of Notes repurchased 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 interest
payment date. Within 30 days following any Change of Control, except to the extent that the
Issuers have exercised their 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 Issuers shall mail a notice to each Holder setting forth the procedures governing
the Change of Control Offer as required by the Indenture.



     (b) If VHS Holdco II or a Restricted Subsidiary of VHS Holdco II consummates any Asset Sales,
within ten Business Days of each date on which the aggregate amount of Excess Proceeds exceeds
$30.0 million, the Issuers 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 principal amount 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 Issuers may use those Excess Proceeds for any purpose not
otherwise prohibited by the Indenture. If the aggregate principal amount 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. Holders of Notes that are the subject of an offer to purchase shall receive an Asset Sale
Offer from the Issuers 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.



     (9) Denominations, Transfer, Exchange. The Notes are in registered form without
coupons in denominations of $2,000 and integral multiples of $1,000. 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 Issuers may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Issuers 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 Issuers 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.



     (10) Persons Deemed Owners. The registered Holder of a Note may be treated as its
owner for all purposes.



     (11) 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 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 of the then outstanding Notes including Additional



A1-5









 




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 either Issuers’ obligations to Holders of the Notes
in the case of a merger or consolidation or sale of all or substantially all of such Issuers’
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
the Guarantee of Vanguard, (vii) to conform the text of the Indenture, the Notes or the Guarantees
to any provision of the “Description of Senior Notes” in the Offering Memorandum to the extent that
such provision in the Description of Senior Notes in the Offering Memorandum was intended to be a
verbatim recitation of a provision of this Indenture, the Notes or the Guarantees or (viii) to
evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee
thereunder pursuant to the requirements thereof.




     (12) 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 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 Issuers, 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 of the then
outstanding Notes may direct the Trustee in its exercise of any trust or power. The Holders of a
majority in aggregate principal amount 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 interest or premium or Additional Interest, if any, on, or the
principal of, the Notes. The Issuers are required to deliver to the Trustee annually a statement
regarding compliance with the Indenture, and the Issuers are 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.



     (13) Discharge and Defeasance. Subject to certain conditions, the Issuers at any time
may terminate some or all of its obligations under the Notes, the Guarantees and the Indenture if
the Issuers deposit with the Trustee money or Government Securities for the payment of principal of
and interest on the Notes to redemption or maturity, as the case may be.



     (14) Trustee Dealings with the Issuers. The Trustee, in its individual or any other
capacity, may make loans to, accept deposits from, and perform services for the Issuers or their
Affiliates, and may otherwise deal with the Issuers or their Affiliates, as if it were not the
Trustee.



     (15) No Recourse Against Others. A director, manager, officer, employee,
incorporator, member or stockholder of the Issuers or any of the Guarantors, as such, shall not
have any liability for any obligations of the Issuers or the Guarantors under the Notes, the
Guarantees 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.



     (16) Authentication. This Note shall not be valid until authenticated by the manual
signature of the Trustee or an authenticating agent.



     (17) 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).



     (18) 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, among the Issuers, the Guarantors and
the Initial Purchasers named therein or, in the case of Additional



A1-6









 




Notes, Holders of Restricted Global and Restricted Definitive Notes shall have the rights set
forth in one or more registration rights agreements, if any, among the Issuers, the Guarantors and
the other parties thereto, relating to rights given by the Issuers and the Guarantors to the
purchasers of any Additional Notes (collectively, the “Registration Rights Agreement”).




     (19) CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures, the Issuers have 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.



     (20) GOVERNING LAW. THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THE INDENTURE, THIS NOTE AND THE GUARANTEES.



     The Issuers 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 Holding Company II, LLC

Vanguard Holding Company II, Inc.

c/o Vanguard Health Systems Inc.

20 Burton Hills Boulevard

Suite 100

Nashville, Tennessee 37215

Attention: General Counsel




A1-7









 





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 Issuers.
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).




A1-8









 










OPTION OF HOLDER TO ELECT PURCHASE




     If you want to elect to have this Note purchased by the Issuers 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 Issuers 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).




A1-9









 










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.






A1-10











 





     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 ISSUERS.



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 ISSUERS OR THEIR 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 ISSUERS 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 ISSUERS IF THE ISSUERS SO REQUEST), (2) TO THE ISSUERS OR (3) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE




A2-1









 







 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.







A2-2









 








CUSIP/ISIN




7.750% Senior Notes due 2019




			
	 	 	 
	No. ____
	 	$_____________






VANGUARD HEALTH HOLDING COMPANY II, LLC

and

VANGUARD HOLDING COMPANY II, INC.



promise to pay to CEDE & CO. or registered assigns, the principal sum of $___________________
DOLLARS on February 1, 2019.



Interest Payment Dates: February 1 and August 1



Record Dates: January 15 and July 15



Dated: January 26, 2011




	 	 	 	 	 
	 	VANGUARD HEALTH HOLDING COMPANY II, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	VANGUARD HOLDING COMPANY II, 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







A2-3









 








[Back of Regulation S Temporary Global Note]




7.750% Senior Notes due 2019




     Capitalized terms used herein have the meanings assigned to them in the Indenture referred to
below unless otherwise indicated.



     (1) Interest. Vanguard Health Holding Company II, LLC, a Delaware limited liability
company, (“VHS Holdco II”), Vanguard Holding Company II, Inc., a Delaware corporation and a wholly
owned subsidiary of VHS Holdco II (together with VHS Holdco II, the “Issuers”), promise to pay
interest on the principal amount of this Note at 7.750% per annum from January 26,
2011a until maturity and shall pay the Additional Interest, if any, payable
pursuant to Section 5 of the Registration Rights Agreement referred to below. The Issuers shall
pay interest and Additional Interest, if any, semi-annually in arrears on February 1 and August 1
of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each,
an “Interest Payment Date”). Interest on the Notes shall accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from January 26, 2011* until
the principal hereof is due. The first Interest Payment Date shall be August 1, 2011*.
The Issuers shall pay interest on overdue principal at the rate borne by the Notes, and they shall
pay interest on overdue installments of interest at the same rate to the extent lawful. Interest
shall be computed on the basis of a 360-day year of twelve 30-day months.



     Until this Regulation S Temporary Global Note is exchanged for one or more Regulation S
Permanent Global Notes, the Holder hereof shall not be entitled to receive payments of interest
hereon; until so exchanged in full, this Regulation S Temporary Global Note shall in all other
respects be entitled to the same benefits as other Notes under the Indenture.



     (2) Method of Payment. The Issuers shall pay interest on the Notes (except defaulted
interest) and Additional Interest, if any, to the Persons who are registered Holders of Notes at
the close of business on the January 15 or July 15 next preceding the Interest Payment Date, even
if such Notes are canceled after such record date and on or before such Interest Payment Date,
except as provided in Section 2.12 of the Indenture with respect to defaulted interest. Payments
in respect of Notes represented by Global Notes (including principal, premium, if any, and
interest) shall be made by wire transfer of immediately available funds to the accounts specified
by The Depository Trust Company or any successor depositary. The Issuers shall make all payments
in respect of a Definitive Note (including principal, premium, if any, and interest), at the office
of each Paying Agent, except that, at the option of the Issuers, payment of interest may be made by
mailing a check to the registered address of each Holder thereof; provided, however, that payments
on the Notes may also be made in the case of a Holder of at least $1,000,000 aggregate principal
amount of Notes, by wire transfer to a U.S. dollar account maintained by the payee with a bank in
the United States if such Holder elects payment by wire transfer by giving written notice to the
Trustee or a Paying Agent to such effect designating such account no later than 30 days immediately
preceding the relevant due date for payment (or such other date as the Trustee may accept in its
discretion). Such payment shall be in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private debts.



     (3) Paying Agent and Registrar. Initially, U.S. Bank National Association, the
Trustee under the Indenture, shall act as Paying Agent and Registrar. The Issuers may change any
Paying Agent or Registrar without notice to any Holder. The Issuers or any of their Subsidiaries
may act in any such capacity.



     (4) Indenture. The Issuers have issued the Notes under an Indenture, dated as of
January 26, 2011 (the “Indenture”) among the Issuers, the Guarantors 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





 




			
	a	 	In the case of the Initial Notes.




A2-4









 









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 Issuers. 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. The Indenture imposes certain limitations on the ability of the
Issuers and their 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 Issuers and each
Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or
substantially all of its property.



     To guarantee the due and punctual payment of the principal and interest on the Notes and all
other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall
be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of
the Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed
the obligations of the Issuers under the Notes on a senior basis pursuant to the terms of the
Indenture.



     (5) Optional Redemption.



     (a) Except as set forth in subparagraphs (b) and (c) of this Paragraph 5, the Issuers shall
not have the option to redeem the Notes prior to February 1, 2014. On or after February 1, 2014,
the Issuers 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 principal amount) 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 interest payment date:



	 	 	 	 	 
	Year	 	Percentage
	2014
	 	 	105.813	%
	2015
	 	 	103.875	%
	2016
	 	 	101.938	%
	2017 and thereafter
	 	 	100.000	%






     Unless the Issuers default in the payment of the redemption price, interest shall cease to
accrue on the Notes or portions thereof called for redemption on the applicable redemption date.



     (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time on or
prior to February 1, 2014, the Issuers may on any one or more occasions redeem up to 35% of the
aggregate principal amount of Notes issued under the Indenture (including any Additional Notes
issued after the Issue Date) at a redemption price of 107.750% of the principal amount thereof,
plus accrued and unpaid interest and Additional Interest, if any, to, but not including the
redemption date, with the net cash proceeds of one or more Equity Offerings (1) by the Issuers or
(2) by any direct or indirect parent of VHS Holdco II, in each case, to the extent the net cash
proceeds thereof are contributed to the common equity capital of VHS Holdco II or used to purchase
Capital Stock (other than Disqualified Stock) of VHS Holdco II from it; provided that (1) at least
65% in aggregate principal amount of the Notes issued under the Indenture (excluding Notes held by
the Issuers and their subsidiaries) remains outstanding immediately after the occurrence of such
redemption and (2) that such redemption occurs within 120 days of the date of the closing of such
Equity Offering.



     (c) At any time prior to February 1, 2014, the Issuers 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



A2-5









 




a redemption price equal to 100% of the principal amount of the Notes redeemed plus the
Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to, the
date of redemption, subject to the rights of Holders on the relevant record date to receive
interest due on the relevant interest payment date.




     (6) Mandatory Redemption. The Issuers are not required to make mandatory redemption
or sinking fund payments with respect to the Notes.



     (7) 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 may be
redeemed in part but only in whole multiples of $1,000.



     (8) Repurchase at the Option of Holder.



     (a) If there is a Change of Control, the Issuers shall make an offer (a “Change of Control
Offer”) to each Holder of the Notes to repurchase all or any part (equal to $2,000 or an integral
multiple of $1,000) of that Holder’s Notes at a purchase price in cash equal to 101% of the
aggregate principal amount of Notes repurchased 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 interest
payment date. Within 30 days following any Change of Control, except to the extent that the
Issuers have exercised their 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 Issuers shall mail a notice to each Holder setting forth the procedures governing
the Change of Control Offer as required by the Indenture.



     (b) If VHS Holdco II or a Restricted Subsidiary of VHS Holdco II consummates any Asset Sales,
within ten Business Days of each date on which the aggregate amount of Excess Proceeds exceeds
$30.0 million, the Issuers shall commence an offer to all Holders 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 principal amount 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 Issuers may use those Excess Proceeds for any purpose not
otherwise prohibited by the Indenture. If the aggregate principal amount 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. Holders of Notes that are the subject of an offer to purchase shall receive an Asset Sale
Offer from the Issuers 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.



     (9) Denominations, Transfer, Exchange. The Notes are in registered form without
coupons in denominations of $2,000 and integral multiples of $1,000. 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 Issuers may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Issuers 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 Issuers 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.



     This Regulation S Temporary Global Note is exchangeable in whole or in part for one or more
Global Notes only (i) on or after the termination of the 40-day distribution compliance period (as
defined in Regulation S) and (ii) upon presentation of certificates (accompanied by an Opinion of
Counsel, if applicable) required by Article



A2-6









 




II of the Indenture. Upon exchange of this Regulation S Temporary Global Note for one or more
Global Notes, the Trustee shall cancel this Regulation S Temporary Global Note.




     (10) Persons Deemed Owners. The registered Holder of a Note may be treated as its
owner for all purposes.



     (11) 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 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 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 either Issuers’ obligations to Holders of the Notes in the case of a merger or
consolidation or sale of all or substantially all of such Issuers’ assets, (iv) to make any change
that would provide any additional rights or benefits to the Holders 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 the Guarantee of Vanguard, (vii) to conform the
text of the Indenture, the Notes or the Guarantees to any provision of the “Description of Senior
Notes” in the Offering Memorandum to the extent that such provision in the Description of Senior
Notes in the Offering Memorandum was intended to be a verbatim recitation of a provision of this
Indenture, the Notes or the Guarantees or (viii) to evidence and provide for the acceptance and
appointment under this Indenture of a successor Trustee thereunder pursuant to the requirements
thereof.



     (12) Defaults and Remedies. If any Event of Default occurs and is continuing, the
Trustee or the Holders of at least 25% in aggregate principal amount 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 Issuers, 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 of the then
outstanding Notes may direct the Trustee in its exercise of any trust or power. The Holders of a
majority in aggregate principal amount 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 interest or premium or Additional Interest, if any, on, or the
principal of, the Notes. The Issuers are required to deliver to the Trustee annually a statement
regarding compliance with the Indenture, and the Issuers are 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.



     (13) Discharge and Defeasance. Subject to certain conditions, the Issuers at any time
may terminate some or all of its obligations under the Notes, the Guarantees and the Indenture if
the Issuers deposit with the Trustee money or Government Securities for the payment of principal of
and interest on the Notes to redemption or maturity, as the case may be.



     (14) Trustee Dealings with the Issuers. The Trustee, in its individual or any other
capacity, may make loans to, accept deposits from, and perform services for the Issuers or their
Affiliates, and may otherwise deal with the Issuers or their Affiliates, as if it were not the
Trustee.



     (15) No Recourse Against Others. A director, manager, officer, employee,
incorporator, member or stockholder of the Issuers or any of the Guarantors, as such, shall not
have any liability for any obligations of the Issuers or the Guarantors under the Notes, the
Guarantees 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.



A2-7









 





     (16) Authentication. This Note shall not be valid until authenticated by the manual
signature of the Trustee or an authenticating agent.



     (17) 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).



     (18) Additional Rights of Holders. 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,
among the Issuers, the Guarantors and the Initial Purchasers named therein or, in the case of
Additional Notes, Holders of Restricted Global Notes and Restricted Definitive Notes shall have the
rights set forth in one or more registration rights agreements, if any, among the Issuers, the
Guarantors and the other parties thereto, relating to rights given by the Issuers and the
Guarantors to the purchasers of any Additional Notes (collectively, the “Registration Rights
Agreement”).



     (19) CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures, the Issuers have 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.



     (20) GOVERNING LAW. THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THE INDENTURE, THIS NOTE AND THE GUARANTEES.



     The Issuers 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 Holding Company II, LLC

Vanguard Holding Company II, Inc.

c/o 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 Issuers.
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 Issuers 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 Issuers 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 Holding Company II, LLC

Vanguard Holding Company II, Inc.

c/o 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: 7.750% Notes due 2019




     Reference is hereby made to the Indenture, dated as of January 26, 2011 (the “Indenture”),
among Vanguard Health Holding Company II, LLC, a Delaware limited liability company (“VHS Holdco
II”), Vanguard Holding Company II, Inc., a Delaware corporation and a wholly owned subsidiary of
VHS Holdco II (together with VHS Holdco II, the “Issuers”), the Guarantors party thereto 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



B-1









 




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
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 Issuers 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



B-2









 




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.




     (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 Issuers.



	 	 	 	 	 
	 	[Insert Name of Transferor]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


Dated: ___________________






B-3









 








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.





B-4









 





EXHIBIT C




FORM OF CERTIFICATE OF EXCHANGE




Vanguard Health Holding Company II, LLC

Vanguard Holding Company II, Inc.

c/o 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: 7.750% Senior Notes due 2019 (CUSIP     )




     Reference is hereby made to the Indenture, dated as of January 26, 2011 (the “Indenture”),
among Vanguard Health Holding Company II, LLC, a Delaware limited liability company, (“VHS Holdco
II”), Vanguard Holding Company II, Inc., a Delaware corporation and a wholly owned subsidiary of
VHS Holdco II (together with VHS Holdco II, the “Issuers”), the Guarantors party thereto 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



C-1









 




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 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.



C-2









 





     This certificate and the statements contained herein are made for your benefit and the benefit
of the Issuers.



	 	 	 	 	 
	 	[Insert Name of Transferor]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


Dated: ________________





C-3









 





EXHIBIT D




FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR




Vanguard Health Holding Company II, LLC

Vanguard Holding Company II, Inc.

c/o 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: 7.750% Senior Notes due 2019




     Reference is hereby made to the Indenture, dated as of January 26, 2011 (the “Indenture”),
among Vanguard Health Holding Company II, LLC, a Delaware limited liability company, (“VHS Holdco
II”), Vanguard Holding Company II, Inc., a Delaware corporation and a wholly owned subsidiary of
VHS Holdco II (together with VHS Holdco II, the “Issuers”), the Guarantors party thereto 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 Issuers 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 Issuers 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 Issuers 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.



D-1









 





     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 Issuers such certifications, legal opinions and other
information as you and the Issuers 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.



     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 Issuers 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:  	 	 
	 


Dated: ______________





D-2









 





EXHIBIT E




[FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT GUARANTORS]




     SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of ______________, 201_,
among _____________________________ (the “New Guarantor”), a subsidiary of Vanguard Health Holding
Company II, LLC, a Delaware limited liability company (“VHS Holdco II”), Vanguard Holding Company
II, Inc., a Delaware corporation and a wholly owned subsidiary of VHS Holdco II (together with VHS
Holdco II, the “Issuers”), and U.S. Bank National Association, as trustee under the Indenture
referred to below (the “Trustee”).



WITNESSETH




     WHEREAS, the Issuers and the existing Guarantors have 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 7.750% Senior Notes due 2019 (the “Notes”);



     WHEREAS, Section 4.13 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 Issuers’ 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 Issuers 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 Issuers 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 Issuers, any parent entity of the Issuers or
any Subsidiary, as such, shall have any liability for any obligations of the Issuers 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.



E-1









 





     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 HOLDING COMPANY II, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	VANGUARD HOLDING COMPANY II, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 




E-3