exv10w4







Exhibit 10.4




SUBSIDIARIES GUARANTY




          SUBSIDIARIES GUARANTY (GENERAL), (as amended, modified or supplemented from time to time, this
“Guaranty”), dated as of January 29, 2010, made by and among each of the undersigned
guarantors (each a “Guarantor” and, together with any other entity that becomes a guarantor
hereunder pursuant to Section 25 hereof, the “Guarantors”) in favor of Bank of America,
N.A., as Administrative Agent (together with any successor administrative agent, the
“Administrative Agent”), for the benefit of the Secured Creditors. Except as otherwise defined
herein, all capitalized terms used herein and defined in the Credit Agreement (as defined below)
shall be used herein as therein defined.




W I T N E S S E T H:




          WHEREAS, Vanguard Health Holding Company I, LLC, Vanguard Health Holding Company II, LLC (the
“Borrower”), the lenders from time to time party thereto (the “Lenders”), the
Administrative Agent, and the other parties thereto, have entered into a Credit Agreement, dated as
of January 29, 2010 (as amended, modified or supplemented from time to time, the “Credit
Agreement”), providing for the making of Loans to, and the issuance of, and participation in,
Letters of Credit for the account of the Borrower, all as contemplated therein (the Lenders, each
Issuing Lender, the Administrative Agent and the Collateral Agent and each other Agent are herein
called the “Lender Creditors”);




          WHEREAS, VHS Holdco I and its Subsidiaries may at any time and from time to time enter into
one or more Secured Hedge Agreements with one or more Hedge Banks;




          WHEREAS, VHS Holdco I and one or more Subsidiaries of VHS Holdco I may incur Cash Management
Obligations from one or more Cash Management Banks;




          WHEREAS, each Guarantor is a direct or indirect Subsidiary of the Borrower;




          WHEREAS, it is a condition precedent to the making of Loans to the Borrower and the issuance
of, and participation in, Letters of Credit for the account of the Borrower under the Credit
Agreement, that each Guarantor shall have executed and delivered to the Administrative Agent this
Guaranty; and




          WHEREAS, each Guarantor will obtain benefits from the incurrence of Loans by the Borrower and
the issuance of, and participation in, Letters of Credit for the account of the Borrower under the
Credit Agreement, the entering into of Secured Hedge Agreements and the entering into of agreements
in connection with Cash Management Obligations and, accordingly, desires to execute this Guaranty
in order to satisfy the condition described in the preceding paragraph and to induce the Lenders to
make Loans to the Borrower and issue, and/or participate in, Letters of Credit for the account of
the Borrower, the Hedge Banks to enter into Secured Hedge Agreements and the Cash Management Banks
to enter into agreements in connection with Cash Management Obligations;



          NOW, THEREFORE, in consideration of the foregoing and other benefits accruing to each
Guarantor, the receipt and sufficiency of which are hereby acknowledged, each



 









 





Guarantor hereby makes the following representations and warranties to the Administrative Agent for
the benefit of the Secured Creditors and hereby covenants and agrees with each other Guarantor and
the Administrative Agent for the benefit of the Secured Creditors as follows:




          1. Each Guarantor, jointly and severally, irrevocably, absolutely and unconditionally
guarantees as a primary obligor and not merely as surety to the Secured Creditors, the prompt and
complete payment and performance when due (whether at the stated maturity, by required prepayment,
declaration, acceleration, demand or otherwise) of all Obligations. Each Guarantor understands,
agrees and confirms that this Guaranty is a guarantee of payment and not of collection, and that
the Secured Creditors may enforce this Guaranty up to the full amount of the Obligations against
such Guarantor without proceeding against any other Guarantor, the Borrower, or against any
security for the Obligations, or under any other guaranty covering all or a portion of the
Obligations.




          2. Additionally, each Guarantor, jointly and severally, unconditionally, absolutely and
irrevocably, guarantees the payment of any and all Obligations of the Borrower to the Secured
Creditors whether or not due or payable by the Borrower upon the occurrence of any of the events
specified in Section 10A.05 of the Credit Agreement, and unconditionally, absolutely and
irrevocably, jointly and severally, promises to pay such Obligations to the Secured Creditors, or
order, on demand, in lawful money of the United States.




          3. The liability of each Guarantor hereunder is primary, absolute, joint and several, and
unconditional and is exclusive and independent of any security for or other guaranty of the
Obligations of the Borrower whether executed by such Guarantor, any other Guarantor, any other
guarantor or by any other party, and the liability of each Guarantor hereunder shall not be
affected or impaired by any circumstance or occurrence whatsoever, including, without limitation:
(a) any direction as to application of payment by the Borrower or by any other party, (b) any other
continuing or other guaranty, undertaking or maximum liability of a Guarantor or of any other party
as to the Obligations of the Borrower, (c) any payment on or in reduction of any such other
guaranty or undertaking, (d) any dissolution, termination or increase, decrease or change in
personnel by the Borrower, (e) the failure of the Guarantor to receive any benefit from or as a
result of its execution, delivery and performance of this Guaranty, (f) any payment made to any
Secured Creditor on the Obligations which any Secured Creditor repays the Borrower or any Guarantor
pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor
relief proceeding, and each Guarantor waives any right to the deferral or modification of its
obligations hereunder by reason of any such proceeding, (g) any action or inaction by the Secured
Creditors as contemplated in Section 6 hereof or (h) any invalidity, rescission, irregularity or
unenforceability of all or any part of the Obligations or of any security therefor.




          4. The obligations of each Guarantor hereunder are independent of the obligations of any
other Guarantor, any other guarantor or the Borrower, and a separate action or actions may be
brought and prosecuted against each Guarantor whether or not action is brought against any other
Guarantor, any other guarantor or the Borrower and whether or not any other Guarantor, any other
guarantor or the Borrower be joined in any such action or actions. Each Guarantor waives (to the
fullest extent permitted by applicable law) the benefits of any statute of limitations affecting
its liability hereunder or the enforcement thereof. Any payment by the








 









 







Borrower or other circumstance which operates to toll any statute of limitations as to the Borrower
shall, to the maximum extent permitted by law, operate to toll the statute of limitations as to
each Guarantor.




          5. Each Guarantor hereby waives (to the fullest extent permitted by applicable law) notice of
acceptance of this Guaranty and notice of any liability to which it may apply, and waives
promptness, diligence, presentment, demand of payment, protest, notice of dishonor or nonpayment of
any such liabilities, suit or taking of other action by the Administrative Agent or any other
Secured Creditor against, and any other notice to, any party liable thereon (including such
Guarantor, any other Guarantor, any other guarantor, or the Borrower) and the Guarantor further
hereby waives any and all notice of the creation, renewal, extension or accrual of any of the
Obligations and notice or proof of reliance by any Secured Creditor upon this Guaranty, and the
Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed,
extended, amended, modified, supplemented or waived, in reliance upon this Guaranty.




          6. Any Secured Creditor may at any time and from time to time without the consent of, or
notice to, any Guarantor, without incurring responsibility to such Guarantor, without impairing or
releasing the obligations or liabilities of such Guarantor hereunder, upon or without any terms or
conditions and in whole or in part:





     (a) change the manner, place or terms of payment of, and/or change, increase or extend
the time of payment of, renew, increase, accelerate or alter, any of the Obligations
(including, without limitation, any increase or decrease in the rate of interest thereon),
any security therefor, or any liability incurred directly or indirectly in respect thereof,
and the guaranty herein made shall apply to the Obligations as so changed, extended,
increased, renewed or altered;




     (b) take and hold security for the payment of the Obligations and sell, exchange,
release, surrender, realize upon or otherwise deal with in any manner and in any order any
property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing,
the Obligations or any liabilities (including any of those hereunder) incurred directly or
indirectly in respect thereof or hereof, and/or any offset there against;




     (c) exercise or refrain from exercising any rights against the Borrower, any other
Credit Party, any Subsidiary thereof, any other guarantor of the Borrower or others or
otherwise act or refrain from acting;




     (d) release or substitute any one or more endorsers, Guarantors, other guarantors, the
Borrower, or other obligors;




     (e) settle or compromise any of the Obligations, any security therefor or any liability
(including any of those hereunder) incurred directly or indirectly in respect thereof or
hereof, and may subordinate the payment of all or any part thereof to the payment of any
liability (whether due or not) of the Borrower to creditors of the Borrower other than the
Secured Creditors;



 









 






     (f) apply any sums by whomsoever paid or howsoever realized to any liability or
liabilities of the Borrower to the Secured Creditors regardless of what liabilities of the
Borrower remain unpaid;




     (g) consent to or waive any breach of, or any act, omission or default under, any
Secured Hedge Agreements, any documentation relating to any Cash Management Obligations, the
Credit Documents or any of the instruments or agreements referred to therein, or otherwise
amend, modify or supplement any Secured Hedge Agreements, any documentation relating to any
Cash Management Obligations, the Credit Documents or any of such other instruments or
agreements; and/or




     (h) take any other action or omit to take any other action which would, under
otherwise applicable principles of common law, give rise to a legal or equitable discharge
of such Guarantor from its liabilities under this Guaranty.



          7. No invalidity, illegality, irregularity or unenforceability of all or any part of the
Obligations, the Credit Documents or any other agreement or instrument relating to the Obligations
or of any security or guarantee therefor shall affect, impair or be a defense to this Guaranty
(other than the defense of payment in full in cash of the Obligations), and this Guaranty shall be
primary, absolute and unconditional notwithstanding the occurrence of any event or the existence of
any other circumstances which might constitute a legal or equitable discharge of a surety or
guarantor except payment in full in cash of the Obligations.




          8. This Guaranty is a continuing one and all liabilities to which it applies or may apply
under the terms hereof shall be conclusively presumed to have been created in reliance hereon. No
failure or delay on the part of any Secured Creditor in exercising any right, power or privilege
hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any
right, power or privilege hereunder preclude any other or further exercise thereof or the exercise
of any other right, power or privilege. The rights and remedies herein expressly specified are
cumulative and not exclusive of any rights or remedies which any Secured Creditor would otherwise
have. No notice to or demand on any Guarantor in any case shall entitle such Guarantor to any other
further notice or demand in similar or other circumstances or constitute a waiver of the rights of
any Secured Creditor to any other or further action in any circumstances without notice or demand.
It is not necessary for any Secured Creditor to inquire into the capacity or powers of the
Borrower or any of its Subsidiaries or the officers, directors, partners or agents acting or
purporting to act on its or their behalf, and any indebtedness made or created in reliance upon the
professed exercise of such powers shall be guaranteed hereunder.




          9. (a) Each Guarantor waives any right (except as shall be required by applicable Law and
cannot be waived) to require the Secured Creditors to: (i) proceed against the Borrower, any other
Guarantor, any other guarantor of the Obligations or any other party; (ii) proceed against or
exhaust any security held from the Borrower, any other Guarantor, any other guarantor of the
Obligations or any other party; or (iii) pursue any other remedy in the Secured Creditors’ power
whatsoever. Each Guarantor waives any defense (other than a defense of payment) based on or
arising out of any defense of the Borrower, any other Guarantor, any other guarantor of the
Obligations or any other party other than payment in full of the Obligations, including, without
limitation, any defense based on or arising out of the disability of the Borrower,




 









 




any other Guarantor, any other guarantor of the Obligations or any other party, or the
unenforceability of the Obligations or any part thereof from any cause, or the cessation from any
cause of the liability of the Borrower other than payment in full of the Obligations. The Secured
Creditors may, at their election, foreclose on any collateral serving as security held by the
Administrative Agent, the Collateral Agent or the other Secured Creditors by one or more judicial
or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable (to
the extent such sale is permitted by applicable Law), or exercise any other right or remedy the
Secured Creditors may have against the Borrower or any other party, or any security, without
affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the
Obligations have been paid.




          (b) Each Guarantor waives (except as shall be required by applicable statute or law and
cannot be waived) all presentments, demands for performance, protests and notices, including,
without limitation, notices of nonperformance, notices of protest, notices of dishonor, notices of
acceptance of this Guaranty, and notices of the existence, creation or incurring of new or
additional Obligations. Each Guarantor assumes all responsibility for being and keeping itself
informed of the Borrower’s, and each other Guarantor’s, financial condition and assets, and of all
other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope
and extent of the risks which such Guarantor assumes and incurs hereunder, and agrees that the
Secured Creditors shall have no duty to advise any Guarantor of information known to them regarding
any of the aforementioned circumstances or risks.




          10. The Secured Creditors agree (by their acceptance of the benefits of this Guaranty) that
this Guaranty may be enforced only by the action of the Administrative Agent or the Collateral
Agent and that no other Secured Creditor shall have any right individually to seek to enforce or to
enforce this Guaranty or to realize upon the security to be granted by the Security Documents. The
Secured Creditors further agree that this Guaranty may not be enforced against any director,
officer, employee, partner, member or stockholder of any Guarantor (except to the extent such
partner, member or stockholder is also a Guarantor hereunder). It is understood and agreed that
the agreement in this Section 10 is among and solely for the benefit of the Secured Creditors.




          11. Each Guarantor hereby represents and warrants that the representations and warranties set
forth in Section 7 of the Credit Agreement as they relate to such Guarantor and in the other Credit
Documents to which such Guarantor is a party, each of which is hereby incorporated herein by
reference, are true and correct in all material respects as of the Closing Date (except where such
representations and warranties expressly relate to an earlier date, in which case such
representations and warranties were true and correct in all material respects as of such earlier
date), and the Collateral Agent and each other Secured Party shall be entitled to rely on each of
them as if they were fully set forth herein.




          12. Each Guarantor covenants and agrees that on and after the Effective Date and until the
date upon which the all Commitments under the Credit Agreement have been terminated and all Loans
thereunder have been repaid in full, all Letters of Credit issued under the Credit Agreement have
been terminated or cash collateralized on terms acceptable to the Issuing Lender or other
arrangements acceptable to the Issuing Lender have been made pursuant to which the Issuing Lender
has agreed such Letters of Credit are no longer outstanding for




 









 





purposes of the Credit Agreement, and all Obligations then due and payable have been paid in full
(other than (x) contingent obligations not yet due and payable and (y) Cash Management Obligations
or Obligations under Secured Hedge Agreements), such Guarantor will comply, and will cause each of
its Subsidiaries to comply, with all of the applicable provisions, covenants and agreements
contained in Sections 8 and 9 of the Credit Agreement, and will take, or will refrain from taking,
as the case may be, all actions that are necessary to be taken or not taken so that no violation of
any provision, covenant or agreement contained in Section 10A of the Credit Agreement, and so that
no Default or Event of Default, is caused by the actions of such Guarantor or any of its
Subsidiaries.




          13. Each Guarantor hereby jointly and severally agrees to pay all reasonable out-of-pocket
costs and expenses of the Collateral Agent, the Administrative Agent and each Secured Creditor in
connection with the enforcement of this Guaranty and the protection of the Secured Creditors’
rights hereunder and any amendment, waiver or consent relating hereto (including, in each case,
without limitation, the reasonable fees and disbursements of counsel (including in-house counsel)
employed by the Collateral Agent, the Administrative Agent and each Secured Creditor).




          14. This Guaranty shall be binding upon each Guarantor and its successors and assigns and
shall inure to the benefit of the Secured Creditors and their successors and assigns.




          15. Neither this Guaranty nor any provision hereof may be changed, waived, discharged or
terminated except with the written consent of each Guarantor directly affected thereby (it being
understood that the addition or release of any Guarantor hereunder shall not constitute a change,
waiver, discharge or termination affecting any Guarantor other than the Guarantor so added or
released) and with the written consent of the Collateral Agent and any consents required by the
Credit Agreement.




          16. In addition to any rights now or hereafter granted under applicable law (including,
without limitation, Section 151 of the New York Debtor and Creditor Law) and not by way of
limitation of any such rights, upon the occurrence and during the continuance of an Event of
Default, each Secured Creditor is hereby authorized, at any time or from time to time, without
notice to any Guarantor or to any other Person, any such notice being expressly waived, to set off
and to appropriate and apply any and all deposits (general or special) and any other indebtedness
at any time held or owing by such Secured Creditor to or for the credit or the account of such
Guarantor, against and on account of the obligations and liabilities of such Guarantor to such
Secured Creditor under this Guaranty, irrespective of whether or not such Secured Creditor shall
have made any demand hereunder and although said obligations, liabilities, deposits or claims, Or
any of them, shall be contingent or unmatured. Each Secured Creditor acknowledges and agrees that
the provisions set forth in this Section 16 are subject to the sharing provisions set forth in
Section 14.06 of the Credit Agreement.




          17. Except as otherwise specified herein, all notices, requests, demands or other
communications pursuant hereto shall be in writing and given as provided in Section 14.03 of the
Credit Agreement. All communications and notices hereunder to any Guarantor shall be




 









 




given to it in care of the Borrower at the Borrower’s address as provided in Section 14.03 of the
Credit Agreement.




          18. If any claim is ever made upon any Secured Creditor for repayment or recovery of any
amount or amounts received in payment or on account of any of the Obligations and any of the
aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order
of any court or administrative body having jurisdiction over such payee or any of its property or
(ii) any settlement or compromise of any such claim effected in good faith by such payee with any
such claimant (including the Borrower), then and in such event each Guarantor agrees that any such
judgment, decree, order, settlement or compromise shall be binding upon such Guarantor,
notwithstanding any revocation hereof or the cancellation of any Note, any Secured Hedge
Agreement, any documentation relating to any Cash Management Obligations or any other instrument
evidencing any liability of the Borrower, and such Guarantor shall be and remain liable to the
aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such
amount had never originally been received by any such payee.




          19. (a) THIS GUARANTY AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK. Any legal action or
proceeding with respect to this Guaranty or any other Credit Document to which any Guarantor is a
party may be brought in the courts of the State of New York or of the United States of America for
the Southern District of New York, in each case located within the County of New York, and, by
execution and delivery of this Guaranty, each Guarantor hereby irrevocably accepts for itself and
in respect of its property, generally and unconditionally, the non-exclusive jurisdiction of the
aforesaid courts. Each party hereto hereby further irrevocably waives any claim that any such
courts lack jurisdiction over such party, and agrees not to plead or claim, in any legal action or
proceeding with respect to this Guaranty or any other Credit Document to which such Guarantor is a
party brought in any of the aforesaid courts, that any such court lacks jurisdiction over such
party. Each party hereto further irrevocably consents to the service of process in any action or
proceeding arising out of or relating to any Credit Documents in the manner provided for notices
(other than telecopier) in section 14.03 of the Credit Agreement. Nothing herein shall affect the
right of any of the parties hereto to serve process in any other manner permitted by law or to
commence legal proceedings or otherwise proceed against each
Guarantor in any other jurisdiction.




          (b) Each party hereto hereby irrevocably waives (to the fullest extent permitted by
applicable law) any objection which it may now or hereafter have to the laying of venue of any of
the aforesaid actions or proceedings arising out of or in connection with this Guaranty or any
other Credit Document to which such Guarantor is a party brought in the courts referred to in
clause (a) above and hereby further irrevocably waives and agrees not to plead or claim in any such
court that such action or proceeding brought in any such court has been brought in an inconvenient
forum.




          (c) EACH GUARANTOR AND EACH SECURED CREDITOR (BY ITS ACCEPTANCE OF THE BENEFITS OF THIS
GUARANTY) HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS GUARANTY, THE OTHER






 









 







CREDIT DOCUMENTS TO WHICH SUCH GUARANTOR IS A PARTY OR THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY.




          20. (a) In the event that all of the capital stock or other Equity Interests of one or more
Guarantors is sold or otherwise disposed of or liquidated pursuant to a transaction permitted
under the Credit Agreement or is otherwise released at the direction of the Required Lenders (or
all the Lenders if required by Section 14.12 of the Credit Agreement), such Guarantor shall, upon
consummation of such sale, transfer or other disposition (except to the extent that such sale,
transfer or disposition is to a Credit Party), be released from this Guaranty automatically and
without further action and this Guaranty shall, as to each such Guarantor or Guarantors, terminate,
and have no further force or effect (it being understood and agreed that the sale of one or more
Persons that own, directly or indirectly, all of the capital stock or other Equity Interests of any
Guarantor shall be deemed to be a sale of such Guarantor for the purposes of this Section 20).




          (b) In addition, one or more Guarantors may be released from the provisions of this
Guaranty in accordance with the express provisions of the last sentence of Section 9.02 of the
Credit Agreement and/or Section 9.12(b) of the Credit Agreement, and after such release, this
Guaranty shall, as to each such Guarantor or Guarantors, terminate and have no further force or
effect.




          21. To the extent that any Guarantor shall be required hereunder to pay a portion of the
Obligations which shall exceed the greater of (i) the amount of the economic benefit actually
received by such Guarantor from the incurrence of the Loans and the issuance of Letters of Credit
under the Credit Agreement and the provision of Secured Hedge Agreements and Cash Management
Obligations and (ii) the amount which such Guarantor would otherwise have paid if such Guarantor
had paid the aggregate amount of the Obligations (excluding the amount thereof repaid by the
Borrower and the other Guarantors) in the same proportion as such Guarantor’s net worth at the date
enforcement hereunder is sought bears to the aggregate net worth of all the Guarantors at the date
enforcement hereunder is sought (the “Contribution Percentage”), then such Guarantor shall have a
right of contribution against each other Guarantor who has made payments in respect of the
Obligations in an aggregate amount less than such other Guarantor’s Contribution Percentage of the
aggregate payments made to and including the date enforcement hereunder is sought by all Guarantors
in respect of the Obligations; provided that no Guarantor may take any action to enforce
such right until the date upon which the all Commitments under the Credit Agreement have been
terminated and all Loans thereunder have been repaid in full, all Letters of Credit issued under
the Credit Agreement have been terminated or cash collateralized on terms acceptable to the Issuing
Lender or other arrangements acceptable to the Issuing Lender have been made pursuant to which the
Issuing Lender has agreed such Letters of Credit are no longer outstanding for purposes of the
Credit Agreement, and all Obligations then due and payable have been paid in full, it being
expressly recognized and agreed by all parties hereto that any Guarantor’s right of contribution
arising pursuant to this Section 21 against any other Guarantor shall be expressly junior and
subordinate to such other Guarantor’s obligations and liabilities in respect of the Obligations and
any other obligations owing under this Guaranty. All parties hereto recognize and agree that,
except for any right of contribution arising pursuant to this Section 21, each Guarantor who makes
any payment in respect of the Obligations shall have no right of contribution or subrogation
against any other Guarantor in respect of such payment. Each of




 









 




the Guarantors recognizes and acknowledges that the rights to contribution arising hereunder
shall constitute an asset in favor of the party entitled to such contribution. In this connection,
each Guarantor has the right to waive its contribution right against any Guarantor to the extent
that after giving effect to such waiver such Guarantor would remain solvent, in the determination
of the Required Lenders.




          22. (A) EACH GUARANTOR HEREBY ACKNOWLEDGES AND AFFIRMS THAT IT UNDERSTANDS THAT TO THE
EXTENT THE OBLIGATIONS ARE SECURED BY REAL PROPERTY LOCATED IN THE STATE OF CALIFORNIA, SUCH
GUARANTOR SHALL BE LIABLE FOR THE FULL AMOUNT OF THE LIABILITY HEREUNDER NOTWITHSTANDING
FORECLOSURE ON SUCH REAL PROPERTY BY TRUSTEE SALE OR ANY OTHER REASON IMPAIRING SUCH GUARANTOR’S,
THE COLLATERAL AGENT’S OR ANY SECURED CREDITORS’ RIGHT TO PROCEED AGAINST THE BORROWER OR ANY OTHER
GUARANTOR OF THE OBLIGATIONS.




          (B) EACH GUARANTOR HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL
RIGHTS AND BENEFITS UNDER SECTIONS 580a, 580b, 580d AND 726 OF THE CALIFORNIA CODE OF CIVIL
PROCEDURE. EACH GUARANTOR HEREBY FURTHER WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING OR ANY OTHER PROVISION HEREOF, ALL RIGHTS AND
BENEFITS WHICH MIGHT OTHERWISE BE AVAILABLE TO SUCH GUARANTOR UNDER SECTIONS
2809, 2810, 2815, 2819, 2821, 2839, 2845, 2848, 2849, 2850, 2899 AND 3433 OF THE CALIFORNIA CIVIL CODE.




          (C) EACH GUARANTOR WAIVES ITS RIGHTS OF SUBROGATION AND REIMBURSEMENT AND ANY OTHER RIGHTS AND
DEFENSES AVAILABLE TO SUCH GUARANTOR BY REASON OF SECTIONS 2787 TO 2855, INCLUSIVE, OF THE
CALIFORNIA CIVIL CODE, INCLUDING, WITHOUT LIMITATION, (1) ANY DEFENSES SUCH GUARANTOR MAY HAVE TO
THIS GUARANTY BY REASON OF AN ELECTION OF REMEDIES BY THE COLLATERAL AGENT OR THE SECURED CREDITORS
AND (2) ANY RIGHTS OR DEFENSES SUCH GUARANTOR MAY HAVE BY REASON OF PROTECTION AFFORDED TO THE
BORROWER PURSUANT TO THE ANTIDEFICIENCY OR OTHER LAWS OF CALIFORNIA LIMITING OR DISCHARGING THE
BORROWER’S INDEBTEDNESS, INCLUDING, WITHOUT LIMITATION, SECTION 580a, 580b, 580d OR 726 OF THE
CALIFORNIA CODE OF CIVIL PROCEDURE. IN FURTHERANCE OF SUCH PROVISIONS, EACH GUARANTOR HEREBY WAIVES
ALL RIGHTS AND DEFENSES ARISING OUT OF AN ELECTION OF REMEDIES BY THE COLLATERAL AGENT OR THE
SECURED CREDITORS, EVEN THOUGH THAT ELECTION OR REMEDIES, SUCH AS A NONJUDICIAL FORECLOSURE
DESTROYS SUCH GUARANTOR’S RIGHTS OF SUBROGATION AND REIMBURSEMENT AGAINST THE BORROWER BY THE
OPERATION OF SECTION 580d OF THE CALIFORNIA CODE OF CIVIL PROCEDURE OR OTHERWISE.




 









 





          (D) EACH GUARANTOR WARRANTS AND AGREES THAT EACH OF THE WAIVERS SET FORTH ABOVE IS MADE
WITH FULL KNOWLEDGE OF ITS SIGNIFICANCE AND CONSEQUENCES AND THAT IF ANY OF SUCH WAIVERS ARE
DETERMINED TO BE CONTRARY TO ANY APPLICABLE LAW OR PUBLIC POLICY, SUCH WAIVERS SHALL BE EFFECTIVE
ONLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.




          23. This Guaranty may be executed in any number of counterparts and by the different
parties hereto on separate counterparts, each of which when so executed and delivered shall be an
original, but all of which shall together constitute one and the same instrument. A set of
counterparts executed by all the parties hereto shall be lodged with the Borrower and the
Administrative Agent.




          24. All payments made by any Guarantor hereunder will be made without set-off, counterclaim
or other defense and on the same basis as payments are made by the Borrower under Sections 4.03 and
4.04 of the Credit Agreement.




          25. It is understood and agreed that any Subsidiary of the Borrower that, after the date
hereof, desires to become a Guarantor hereunder or is required to execute a counterpart of this
Guaranty after the date hereof pursuant to the Credit Agreement shall become a Guarantor hereunder
by (x) executing and delivering a counterpart hereof to the Administrative Agent or (y) executing a
Joinder Agreement substantially in the form of Exhibit M to the Credit Agreement and delivering
same to the Administrative Agent, in each case in form and substance reasonably satisfactory to
the Administrative Agent and (y) taking all actions as specified in this Guaranty as would have
been taken by such Guarantor had it been an original party to this Guaranty, in each case with all
documents and actions required to be taken above to the reasonable satisfaction of the
Administrative Agent.




          26. Each Guarantor and each Secured Creditor (by its acceptance of the benefits of this
Guaranty) hereby confirms that it is its intention that this Guaranty not constitute a fraudulent
transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act
of any similar applicable Federal or state law. To effectuate the foregoing intention, each
Guarantor and each Secured Creditor (by its acceptance of the benefits of this Guaranty) hereby
irrevocably agrees that the Obligations guaranteed by such Guarantor shall be limited to such
amount as will, after giving effect to such maximum amount and all other (contingent or otherwise)
liabilities of such Guarantor that are relevant under such laws and after giving effect to any
rights to contribution pursuant to any agreement providing for an equitable contribution among
such Guarantor and the other Guarantors, result in the Obligations of such Guarantor in respect of
such maximum amount not constituting a fraudulent transfer or conveyance.




* * *




 









 





          IN WITNESS WHEREOF, each Guarantor has caused this Guaranty to be executed and delivered as of
the date first above written.



VANGUARD HOLDING COMPANY II, INC.

VHS ACQUISITION CORPORATION

VHS OF PHOENIX, INC.

VHS OUTPATIENT CLINICS, INC.

VHS OF ARROWHEAD, INC.

VHS OF SOUTH PHOENIX, INC.

VHS IMAGING CENTERS, INC.

VHS OF ANAHEIM, INC.

VHS OF ORANGE COUNTY, INC.

VHS HOLDING COMPANY, INC.

VHS OF HUNTINGTON BEACH, INC.

VHS OF ILLINOIS, INC.

VHS CHICAGO MARKET PROCUREMENT, LLC

BHS PHYSICIANS ALLIANCE FOR ACE, LLC

BAPTIST MEDICAL MANAGEMENT SERVICE

ORGANIZATION, LLC

MACNEAL HEALTH PROVIDERS, INC.

MACNEAL MANAGEMENT SERVICES, INC.

MACNEAL PHYSICIANS GROUP, LLC

PROS TEMPORARY STAFFING, INC.

WATERMARK PHYSICIAN SERVICES, INC.

VHS GENESIS LABS, INC.

VANGUARD HEALTH MANAGEMENT, INC.

VANGUARD HEALTH FINANCIAL COMPANY, LLC

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.

HOSPITAL DEVELOPMENT OF WEST PHOENIX, INC.

HEALTHCARE COMPLIANCE, L.L.C., as Guarantors




	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Phillip W. Roe
 	 
	 	 	Name:  	Phillip W. Roe 	 
	 	 	Title:  	Executive Vice President, Chief Financial Officer & Treasurer	 
	 
	 	Duly authorized to sign on behalf of each of the foregoing entities 



[Subsidiaries Guaranty]





 









 





	 	 	 	 	 
	 	Accepted and Agreed to:



BANK OF AMERICA, N.A.,

as Administrative Agent

 	 
	 	By:  	/s/ Charles Graber 	 
	 	 	Title: Vice President 	 
	 	 	 	 
	 



[Subsidiaries Guaranty]