exv10w5






Exhibit 10.5




EXECUTION VERSION




PLEDGE AGREEMENT




          PLEDGE AGREEMENT (as amended, modified restated and/or supplemented from time to time, this
“Agreement”), dated as of January 29, 2010 among each
of the undersigned pledgors (each, a
“Pledgor” and, together with any other entity that becomes a pledgor hereunder pursuant to Section
30 hereof, the “Pledgors”) and Bank of America, N.A., as Collateral Agent (together with any
successor collateral agent, the “Pledgee”), 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”), Bank of America,
N.A., as Administrative Agent (together with any successor Administrative Agent, 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, each other Agent and the Pledgee 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, pursuant to the each Guaranty, each Pledgor that is a party thereto has guaranteed to
the Secured Creditors the payment when due of all Obligations as described in each such Guaranty;




          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, each Assignor shall have executed and delivered to the Collateral Agent this Agreement;
and




          WHEREAS, each Pledgor 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 Agreement 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 Pledgor,
the receipt and sufficiency of which are hereby acknowledged, each Pledgor hereby makes the
following representations and warranties to the Pledgee for the benefit of the Secured Creditors
and hereby covenants and agrees with the Pledgee for the benefit of the Secured Creditors as
follows:




          1. SECURITY FOR OBLIGATIONS. This Agreement is made by each Pledgor for the benefit of the
Secured Creditors as security for the prompt and complete payment and performance when due of all
of its Obligations.




          2. DEFINITIONS. (a) Unless otherwise defined herein, all capitalized terms used herein and
defined in the Credit Agreement shall be used herein as therein defined. Reference to singular
terms shall include the plural and vice versa.




          (b) The following capitalized terms used herein shall have the definitions
specified below:




          “Administrative Agent” has the meaning set forth in the Recitals hereto.




          “Adverse
Claim” has the meaning given such term in Section 8-102(a)(1) of the UCC.




          “Agreement” has the meaning set forth in the first paragraph hereof.




          “Certificated Security” has the meaning given such term in Section 8-102(a)(4) of the
UCC.




          “Clearing Corporation” has the meaning given such term in Section 8-102(a)(5) of the
UCC.




          “Collateral” has the meaning set forth in Section 3.1 hereof.




          “Collateral Accounts” means any and all accounts established and maintained by the
Pledgee in the name of any Pledgor to which Collateral may be credited.




          “Credit Agreement” has the meaning set forth in the Recitals hereto.




          “Financial Asset” has the meaning given such term in Section 8-102(a)(9) of the UCC.




          “Indemnitees” has the meaning set forth in Section 11 hereof.




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          “Instrument” has the meaning given such term in Section 9-102(a)(47) of the UCC.




          “Investment Property” has the meaning given such term in Section 9-102(a)(49) of the
UCC.




          “Lender Creditors” has the meaning set forth in the Recitals
hereto.




          “Lenders” has the meaning set forth in the Recitals hereto.




          “Limited Liability Company Assets” means all assets, whether tangible or intangible
and whether real, personal or mixed (including, without limitation, all limited liability company
capital and interest in other limited liability companies), at any time owned or represented by any
Limited Liability Company Interest.




          “Limited Liability Company Interests” means the entire limited liability company
membership interest at any time owned by any Pledgor in any limited liability company.




          “Notes” means all intercompany notes among the Borrower and its Subsidiaries and all other
promissory notes evidencing Indebtedness equal to or greater than $5,000,000 from time to time
issued to, or held by, any Pledgor.




          “Partnership Assets” means all assets, whether tangible or intangible and whether
real, personal or mixed (including, without limitation, all partnership capital and interest in
other partnerships), at any time owned or represented by any Partnership Interest.




          “Partnership Interest” means the entire general partnership interest or limited
partnership interest at any time owned by any Pledgor in any general partnership or limited
partnership.




          “Pledged Notes” has the meaning set forth in Section 3.5 hereof.



          “Pledgee” has the
meaning set forth in the first paragraph hereof.


           “Pledgor” has the meaning set
forth in the first paragraph hereof.



           “Proceeds” has the meaning given such term in
Section 9-102(a)(64) of the UCC.




          “Securities Intermediary” shall have the meaning given such term in Section
8-102(a)(14) of the UCC.




          “Secured Debt Agreements” shall mean and includes (i) this Agreement, (ii) the other
Credit Documents, (iii) the Secured Hedge Agreements and (iv) the documentation governing Cash
Management Obligations.




          “Securities Act” means the Securities Act of 1933, as amended, as in effect from time to
time.




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          “Security” and “Securities” has the meaning given such term in Section 8-102(a)(15) of
the UCC and shall in any event include all Equity Interests and Notes.




          “Security Entitlement” has the meaning given such term in Section 8-102(a)(17) of the
UCC.




          “Termination Date” has the meaning set forth in Section 20 hereof.




          “UCC” means the Uniform Commercial Code as in effect in the State of New York from time to
time; provided that all references herein to specific sections or subsections of the UCC
are references to such sections or subsections, as the case may be, of the Uniform Commercial Code
as in effect in the State of New York on the date hereof.




          “Uncertificated Security” has the meaning given such term in Section
8-102(a)(18) of the UCC.




          “Voting Stock” means all classes of Equity Interests of any Foreign Subsidiary entitled to
vote.




          3. PLEDGE OF SECURITIES, ETC.




          3.1 Pledge. To secure the Obligations now or hereafter owed or to be performed by such
Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the benefit of the
Secured Creditors, and does hereby create a continuing security interest (subject to those Liens
permitted to exist with respect to the Collateral pursuant to the terms of all Secured Debt
Agreements then in effect) in favor of the Pledgee for the benefit of the Secured Creditors in, all
of its right, title and interest in and to the following, whether now existing or hereafter from
time to time acquired (collectively, the “Collateral”):





     (a) each of the Collateral Accounts (to the extent a security interest therein is not
created pursuant to the Security Agreement), including any and all assets of whatever type
or kind deposited by such Pledgor in any such Collateral Account, whether now owned or
hereafter acquired, existing or arising, including, without limitation, all Financial
Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests
therein of any type or nature deposited or required by the Credit Agreement or any other
Secured Debt Agreement to be deposited in such Collateral Account, and all investments and
all certificates and other Instruments (including depository receipts, if any) from time to
time representing or evidencing the same, and all dividends, interest, distributions, cash
and other property from time to time received, receivable or otherwise distributed in
respect of or in exchange for any or all of the foregoing;




     (b) all Securities owned or held by such Pledgor from time to time and all options and
warrants owned by such Pledgor from time to time to purchase Securities;




     (c) all Limited Liability Company Interests owned by such Pledgor from time to time and
all of its right, title and interest in each limited liability company to which each such
Limited Liability Company Interest relates, whether now existing or hereafter acquired,
including, without limitation, to the fullest extent permitted under the terms and



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provisions of the documents and agreements governing such Limited Liability Company Interests and
applicable law:




     (A) all the capital thereof and its interest in all profits, losses, Limited Liability
Company Assets and other distributions to which such Pledgor shall at any time be entitled
in respect of such Limited Liability Company Interests;




     (B) all other payments due or to become due to such Pledgor in respect of Limited
Liability Company Interests, whether under any limited liability company agreement,
operating agreement or otherwise, whether as contractual obligations, damages, insurance
proceeds or otherwise;




     (C) all of its claims, rights, powers, privileges, authority, options, security
interests, liens and remedies, if any, under any limited liability company agreement or
operating agreement, or at law or otherwise in respect of such Limited Liability Company
Interests;




     (D) all present and future claims, if any, of such Pledgor against any such limited
liability company for moneys loaned or advanced, for services rendered or otherwise;




     (E) all of such Pledgor’s rights under any limited liability company agreement or
operating agreement or at law to exercise and enforce every right, power, remedy,
authority, option and privilege of such Pledgor relating to such Limited Liability Company
Interests, including any power to terminate, cancel or modify any limited liability company
agreement or operating agreement, to execute any instruments and to take any and all other
action on behalf of and in the name of any of such Pledgor in respect of such Limited
Liability Company Interests and any such limited liability company, to make
determinations, to exercise any election (including, but not limited to, election of
remedies) or option or to give or receive any notice, consent, amendment, waiver or
approval, together with full power and authority to demand, receive, enforce, collect or
receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or
execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights only to be
exercisable upon the occurrence and during the continuation of an Event of Default); and




     (F) all other property hereafter delivered in substitution for or in addition to any
of the foregoing, all certificates and instruments representing or evidencing such other
property and all cash, securities, interest, dividends, rights and other property at any
time and from time to time received, receivable or otherwise distributed in respect of or
in exchange for any or all thereof;




     (d) all Partnership Interests owned by such Pledgor from time to time and all of its
right, title and interest in each partnership to which each such Partnership Interest relates,
whether now existing or hereafter acquired, including, without limitation, to the



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fullest extent permitted under the terms and provisions of the documents and agreements governing
such Partnership Interests and applicable law:




     (A) all the capital thereof and its interest in all profits, losses, Partnership
Assets and other distributions to which such Pledgor shall at any time be entitled in
respect of such Partnership Interests;




     (B) all other payments due or to become due to such Pledgor in respect of Partnership
Interests, whether under any partnership agreement, operating agreement or otherwise,
whether as contractual obligations, damages, insurance proceeds or otherwise;




     (C) all of its claims, rights, powers, privileges, authority, options, security
interests, liens and remedies, if any, under any partnership agreement or operating
agreement, or at law or otherwise in respect of such Partnership Interests;




     (D) all present and future claims, if any, of such Pledgor against any such
partnership for moneys loaned or advanced, for services rendered or otherwise;




     (E) all of such Pledgor’s rights under any partnership agreement or operating
agreement or at law to exercise and enforce every right, power, remedy, authority, option
and privilege of such Pledgor relating to such Partnership Interests, including any power
to terminate, cancel or modify any partnership agreement or operating agreement, to
execute any instruments and to take any and all other action on behalf of and in the name
of any of such Pledgor in respect of such Partnership Interests and any such partnership,
to make determinations, to exercise any election (including, but not limited to, election
of remedies) or option or to give or receive any notice, consent, amendment, waiver or
approval, together with full power and authority to demand, receive, enforce, collect or
receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any
checks, or other instruments or orders, to file any claims and to take any action in
connection with any of the foregoing (with all of the foregoing rights only to be
exercisable upon the occurrence and during the continuation of an Event of Default); and




     (F) all other property hereafter delivered in substitution for or in addition to any
of the foregoing, all certificates and instruments representing or evidencing such other
property and all cash, securities, interest, dividends, rights and other property at any
time and from time to time received, receivable or otherwise distributed in respect of or
in exchange for any or all thereof;




     (e) all Security Entitlements of such Pledgor from time to time in any and all of the
foregoing;




     (f) all Financial Assets and Investment Property of such Pledgor from time to time; and








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     (g) all Proceeds of any and all of the foregoing.



          Notwithstanding anything to the contrary contained in this Section 3.1, the Collateral shall
not include any Excluded Assets (as such term is defined in the Security Agreement).




          3.2. Procedures. (a) To the extent that any Pledgor at any time or from time to time
owns, acquires or obtains any right, title or interest in any Collateral, such Collateral shall
automatically (and without the taking of any action by the respective Pledgor) be pledged pursuant
to Section 3.1 of this Agreement and, in addition thereto, such Pledgor shall (to the extent
provided below) take the following actions as set forth below (as promptly as practicable and, in
any event, within 60 days after the date hereof (or such longer time period agreed to by the
Pledgee in its reasonable discretion) or 30 days after the date it obtains such Collateral, as
applicable) for the benefit of the Pledgee and the Secured Creditors:





     (i) with respect to Collateral consisting of a Certificated Security (other than
a Certificated Security credited on the books of a Clearing Corporation or Securities
Intermediary or a Certificated Security of a De Minimis Subsidiary or Health Care Joint
Venture if the Equity Interests of such Health Care Joint Venture owned by the Pledgors have
an aggregate investment cost of less than $2,000,000 (a “De Minimis Healthcare JV”)), such
Pledgor shall physically deliver such Certificated Security to the Pledgee, endorsed to the
Pledgee or endorsed in blank;




     (ii) with respect to Collateral consisting of a Partnership Interest or a Limited
Liability Company Interest (other than a Partnership Interest or Limited Liability Interest
credited on the books of a Clearing Corporation or Securities Intermediary), if such
Partnership Interest or Limited Liability Company Interest is represented by a certificate
and is a Security for the purposes of the UCC, the procedure set forth in Section 3.2(a)(i)
hereof to the extent required thereby; and




     (iii) with respect to Collateral consisting of any Note, physical delivery of such
Note to the Pledgee, endorsed to the Pledgee or endorsed in blank.




     (b) In addition to the actions required to be taken pursuant to Section 3.2(a)
hereof, each Pledgor shall from time to time cause appropriate financing statements (on Form
UCC-1 or other appropriate form) under the Uniform Commercial Code as in effect in the
various relevant States, covering all Collateral hereunder (with the form of such financing
statements to be satisfactory to the Pledgee), to be filed in the relevant filing offices so
that at all times the Pledgee has a security interest in all Investment Property and other
Collateral which is perfected by the filing of such financing statements (in each case to
the maximum extent perfection by filing may be obtained under the laws of the relevant
States, including, without limitation, Section 9-312(a) of the UCC).



          3.3 Subsequently Acquired Collateral. If any Pledgor shall acquire (by purchase, stock
dividend, distribution or otherwise) any additional Collateral at any time or from time to time
after the date hereof, such Collateral shall automatically (and without any further action being
required to be taken) be subject to the pledge and security interests created pursuant to Section
3.1 hereof and, furthermore, such Pledgor will (except in the case of Equity Interests in a De




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Minimis Subsidiary or a De Minimis Healthcare JV) thereafter take (or cause to be taken) all
action (as promptly as practicable and, in any event, within 30 days after it obtains such
Collateral) with respect to such Collateral in accordance with the procedures set forth in Section
3.2 hereof, and will promptly thereafter deliver to the Pledgee (i) a certificate executed by an
authorized officer of such Pledgor describing such Collateral and certifying that the same has
been duly pledged in favor of the Pledgee (for the benefit of the Secured Creditors) hereunder and
(ii) supplements to Annexes A through E hereto as are necessary to cause such Annexes to be
complete and accurate at such time.




          3.4 Transfer Taxes. Each pledge of Collateral under Section 3.1 or Section 3.3 hereof
shall be accompanied by any transfer tax stamps required in connection with the pledge of such
Collateral.




          3.5
Definition of Pledged Notes. All Notes at any time pledged or required to be
pledged hereunder are hereinafter called the “Pledged Notes.”




          3.6 Certain Representations and Warranties Regarding the Collateral. Each Pledgor
represents and warrants that on the date hereof: (i) each Subsidiary of such Pledgor (other than De
Minimis Subsidiaries and De Minimis Healthcare JVs), and the direct ownership thereof, is listed in
Annex A hereto to the extent the ownership interest in such Subsidiary constitutes Collateral;
(ii) the Stock (and any warrants or options to purchase Stock) that constitutes Collateral (except
in the case of Equity Interests in a De Minimis Subsidiary or De Minimis Healthcare JVs) held by
such Pledgor consists of the number and type of shares of the stock (or warrants or options to
purchase any stock) of the corporations as described in Annex B hereto; (iii) such Stock referenced
in clause (ii) of this paragraph constitutes that percentage of the issued and outstanding capital
stock of the issuing corporation as is set forth in Annex B hereto; (iv) the Notes that constitute
Collateral held by such Pledgor consist of the promissory notes described in Annex C hereto where
such Pledgor is listed as the lender; (v) the Limited Liability Company Interests that constitute
Collateral (except in the case of Equity Interests in a De Minimis Subsidiary or De Minimis
Healthcare JVs) held by such Pledgor consist of the number and type of interests of the Persons
described in Annex D hereto; (vi) each such Limited Liability Company Interest referenced in clause
(v) of this paragraph constitutes that percentage of the issued and outstanding equity interest of
the issuing Person as set forth in Annex D hereto; (vii) the Partnership Interests that constitute
Collateral (except in the case of Equity Interests in a De Minimis Subsidiary or De Minimis
Healthcare JVs) held by such Pledgor consist of the number and type of interests of the Persons
described in Annex E hereto; (viii) each such Partnership Interest referenced in clause (vii) of
this paragraph constitutes that percentage or portion of the entire partnership interest of the
Partnership as set forth in Annex E hereto; (ix) the Pledgor has complied or will comply with the
respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral
described in Annexes B through E hereto within the time periods required thereby.




          4. APPOINTMENT OF SUB-AGENTS; ENDORSEMENTS, ETC. The Pledgee shall have the right to appoint
one or more sub-agents for the purpose of retaining physical possession of the Collateral, which
may be held (in the discretion of the Pledgee) in the name of the relevant Pledgor, endorsed or
assigned in blank or in favor of the Pledgee or any nominee or nominees of the Pledgee or a
sub-agent appointed by the Pledgee.




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          5. VOTING, ETC., WHILE NO EVENT OF DEFAULT. Unless and until there shall have occurred and be
continuing any Event of Default and the Collateral Agent has provided notice that is exercising
its rights under Section 7 hereof, each Pledgor shall be entitled to exercise any and all voting
and other consensual rights pertaining to the Collateral owned by it, and to give consents, waivers
or ratifications in respect thereof and each Pledgor agrees that it shall exercise such rights for
purposes consistent with the terms of this Agreement, the Credit Agreement and the other Credit
Documents, All such rights of each Pledgor to vote and to give consents, waivers and ratifications
shall cease in case an Event of Default has occurred and is continuing and the Collateral Agent has
provided notice that it is exercising its rights under 

Section 7 hereof.




          6. DIVIDENDS AND OTHER DISTRIBUTIONS. Unless and until there shall have occurred and be
continuing an Event of Default and the Collateral Agent has provided notice that is exercising its
rights under Section 7 hereof, all cash dividends, cash distributions, cash Proceeds and other cash
amounts payable in respect of the Collateral shall be paid to the respective Pledgor. The Pledgee
shall be entitled to receive directly, and to retain as part of the Collateral:





     (i) all other or additional stock, notes, certificates, limited liability
company interests, partnership interests, instruments or other securities or property paid
or distributed by way of dividend or otherwise in respect of the Collateral;




     (ii) all other or additional stock, notes, certificates, limited liability
company interests, partnership interests, instruments or other securities or property paid
or distributed in respect of the Collateral by way of stock-split, spin-off, split-up,
reclassification, combination of shares or similar rearrangement; and




     (iii) all other or additional stock, notes, certificates, limited liability company
interests, partnership interests, instruments or other securities or property which may be
paid in respect of the Collateral by reason of any consolidation, merger, exchange of stock,
conveyance of assets, liquidation or similar corporate reorganization.


Nothing contained in this Section 6 shall limit or restrict in any way the Pledgee’s right to
receive proceeds of the Collateral in any form in accordance with Section 3 of this Agreement. All
dividends, distributions or other payments which are received by any Pledgor contrary to the
provisions of this Section 6 or Section 7 hereof shall be received in trust for the benefit of the
Pledgee, shall be segregated from other property or funds of such Pledgor and shall be forthwith
paid over to the Pledgee as Collateral in the same form as so received (with any necessary
endorsement).




          7. REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there shall have occurred and be continuing an
Event of Default and the Collateral Agent has provided notice that it is exercising its rights
under this Section 7, then and in every such case, the Pledgee shall be entitled to exercise all of
the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt
Agreement or by law) for the protection and enforcement of its rights in respect of the Collateral,
and the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under
the UCC as in effect in any relevant jurisdiction and also shall




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be entitled, without limitation, to exercise the following rights, which each Pledgor hereby
agrees to be commercially reasonable:





     (i) to receive all amounts payable in respect of the Collateral
otherwise payable under Section 6 hereof to the respective Pledgor;




     (ii) to transfer all or any part of the Collateral into the Pledgee’s
name or the name of its nominee or nominees;




     (iii) to accelerate any Pledged Note which may be accelerated in accordance
with its terms, and take any other lawful action to collect upon any Pledged Note
(including, without limitation, to make any demand for payment thereon);




     (iv) to vote (and exercise all rights and powers in respect of voting)
all or any part of the Collateral (whether or not transferred into the name of the
Pledgee) and give all consents, waivers and ratifications in respect of the
Collateral and otherwise act with respect thereto as though it were the outright
owner thereof (each Pledgor hereby irrevocably constituting and appointing the
Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of
substitution to do so);




     (v) at any time and from time to time to sell, assign and deliver, or grant
options to purchase, all or any part of the Collateral, or any interest therein, at any public
or private sale, without demand of performance, advertisement, or notice of intention to
sell or of the time or place of sale or adjournment thereof or to redeem or otherwise
purchase or dispose (all of which are hereby waived by each Pledgor), for cash, on credit or
for other property, for immediate or future delivery without any assumption of credit risk,
and for such price or prices and on such terms as the Pledgee in its absolute discretion
may determine, provided at least 10 days’ written notice of the time and place of any
such sale shall be given to the respective Pledgor. The Pledgee shall not be obligated
to consummate any such sale of Collateral regardless of whether any such notice of sale
has theretofore been given. Each Pledgor hereby waives and releases to the fullest
extent permitted by law any right or equity of redemption with respect to the
Collateral, whether before or after sale hereunder, and all rights, if any, of
marshalling the Collateral and any other security or the Obligations or otherwise. At
any such sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured
Creditors may bid for and purchase all or any part of the Collateral so sold free from
any such right or equity of redemption. Neither the Pledgee nor any other Secured
Creditor shall be liable for failure to collect or realize upon any or all of the
Collateral or for any delay in so doing nor shall any of them be under any obligation to
take any action whatsoever with regard thereto; and




     (vi) to set-off any and all Collateral against any and all Obligations, and
to withdraw any and all cash or other Collateral from any and all Collateral Accounts
and to apply such cash and other Collateral to the payment of any and all Obligations.



          8. REMEDIES, ETC., CUMULATIVE. Each and every right, power and remedy of the Pledgee
provided for in this Agreement or in any other Secured Debt Agreement, or now or hereafter
existing at law or in equity or by statute shall be cumulative and concurrent and shall




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be in addition to every other such right, power or remedy. The exercise or beginning of the
exercise by the Pledgee or any other Secured Creditor of any one or more of the rights, powers or
remedies provided for in this Agreement or any other Secured Debt Agreement or now or hereafter
existing at law or in equity or by statute or otherwise shall not preclude the simultaneous or
later exercise by the Pledgee or any other Secured Creditor of all such other rights, powers or
remedies, and no failure or delay on the part of the Pledgee or any other Secured Creditor to
exercise any such right, power or remedy shall operate as a waiver thereof. No notice to or demand
on any Pledgor in any case shall entitle it to any other or further notice or demand in similar or
other circumstances or constitute a waiver of any of the rights of the Pledgee or any other Secured
Creditor to any other or further action in any circumstances without notice or demand. The Secured
Creditors agree that this Agreement may be enforced only by the action of the Pledgee, and that no
other Secured Creditor shall have any right individually to seek to enforce or to enforce this
Agreement or to realize upon the security to be granted hereby, it being understood and agreed that
such rights and remedies may be exercised by the Pledgee for the benefit of the Secured Creditors
upon the terms of this Agreement and the Security Agreement.




          9.
APPLICATION OF PROCEEDS. (a) All monies collected by the Pledgee upon any sale or other
disposition of the Collateral pursuant to the terms of this Agreement, together with all other
monies received by the Pledgee hereunder, shall be applied in the manner provided in Section 10C of
the Credit Agreement.




          (b) It is understood and agreed that each Pledgor shall remain jointly and severally
liable with respect to its Obligations to the extent of any deficiency between the amount of the
proceeds of the Collateral pledged by it hereunder and the aggregate amount of such Obligations.




          10. PURCHASERS OF COLLATERAL. Upon any sale of the Collateral by the Pledgee hereunder
(whether by virtue of the power of sale herein granted, pursuant to judicial process or otherwise),
the receipt of the Pledgee or the officer making such sale shall be a sufficient discharge to the
purchaser or purchasers of the Collateral so sold, and such purchaser or purchasers shall not be
obligated to see to the application of any part of the purchase money paid over to the Pledgee or
such officer or be answerable in any way for the misapplication or nonapplication thereof.




          11. INDEMNITY. Each Pledgor jointly and severally agrees (i) to indemnify and hold harmless
the Pledgee in such capacity and each other Secured Creditor and their respective successors,
assigns, employees, agents, affiliates and servants (individually an “Indemnitee,” and collectively
the “Indemnitees”) from and against any and all claims, demands, losses, judgments and liabilities
(including liabilities for penalties) of whatsoever kind or nature, and (ii) to reimburse each
Indemnitee for all costs and expenses, including reasonable attorneys’ fees, in each case growing
out of or resulting from this Agreement or the exercise by any Indemnitee of any right or remedy
granted to it hereunder or under any other Secured Debt Agreement (but excluding any claims,
demands, losses, judgments and liabilities or expenses to the extent incurred by reason of gross
negligence or willful misconduct of such Indemnitee as determined by a nonappealable decision by
a court of competent jurisdiction). In no event shall the Pledgee be liable, in the absence of
gross negligence or willful misconduct on its part, for any matter or thing in connection with this
Agreement other than to account for monies actually received by it in




-11-









 




accordance with the terms hereof. If and to the extent that the obligations of any Pledgor under this
Section 11 are unenforceable for any reason, such Pledgor hereby agrees to make the maximum
contribution to the payment and satisfaction of such obligations which is permissible under
applicable law. The indemnity obligations of each Pledgor contained in this Section 11 shall
continue in full force and effect notwithstanding the full payment of all the Loans made under the
Credit Agreement, the termination of all Letters of Credit issued under the Credit Agreement and
the payment of all other Obligations and notwithstanding the discharge thereof and the occurrence
of the Closing Date.




          12.
PLEDGEE NOT A PARTNER OR LIMITED LIABILITY COMPANY MEMBER. (a) Nothing herein shall be
construed to make the Pledgee or any other Secured Creditor liable as a member of any limited
liability company or as a partner of any partnership and neither the Pledgee nor any other Secured
Creditor by virtue of this Agreement or otherwise (except as referred to in the following sentence)
shall have any of the duties, obligations or liabilities of a member of any limited liability
company or of a partner of any partnership. The parties hereto expressly agree that, unless the
Pledgee shall become the absolute owner of Collateral consisting of a Limited Liability Company
Interest or Partnership Interest pursuant hereto, this Agreement shall not be construed as creating
a partnership or joint venture among the Pledgee, any other Secured Creditor, and Pledgor and/or
any other Person.




          (b) Except as provided in the last sentence of paragraph (a) of this Section 12, the Pledgee,
by accepting this Agreement, did not intend to become a member of any limited liability company or
a partner of any partnership or otherwise be deemed to be a co-venturer with respect to any
Pledgor, any limited liability company, partnership and/or any other Person either before or after
an Event of Default shall have occurred. The Pledgee shall have only those powers set forth herein
and the Secured Creditors shall assume none of the duties, obligations or liabilities of a member
of any limited liability company or as a partner of any partnership or any Pledgor except as
provided in the last sentence of paragraph (a) of this Section 12.




          (c) The Pledgee and the other Secured Creditors shall not be obligated to perform or
discharge any obligation of any Pledgor as a result of the pledge hereby effected.




          (d) The acceptance by the Pledgee of
this Agreement, with all the rights, powers, privileges
and authority so created, shall not at any time or in any event obligate the Pledgee or any other
Secured Creditor to appear in or defend any action or proceeding relating to the Collateral to
which it is not a party, or to take any action hereunder or thereunder, or to expend any money or
incur any expenses or perform or discharge any obligation, duty or liability under the Collateral.




          13. FURTHER ASSURANCES; POWER-OF-ATTORNEY. (a) Each Pledgor agrees that it will join with the
Pledgee in authenticating and, at such Pledgor’s own expense, file and refile under the UCC or
other applicable law such financing statements, continuation statements and other documents, in
form reasonably acceptable to the Pledgee, in such offices as the Pledgee (acting on its own) may
reasonably deem necessary or advisable and wherever required or permitted by law in order to
perfect and preserve the Pledgee’s security interest in the Collateral hereunder and hereby
authorizes the Pledgee to file financing statements and amendments thereto relative to all or any
part of the Collateral (including, without limitation, financing




-12-









 




statements which list the Collateral specifically and/or “all assets” as collateral) without the
signature of such Pledgor where permitted by law, and agrees to do such further acts and things and
to execute and deliver to the Pledgee such additional conveyances, assignments, agreements and
instruments as the Pledgee may reasonably require or deem advisable to carry into effect the
purposes of this Agreement or to further assure and confirm unto the Pledgee its rights, powers and
remedies hereunder or thereunder.




          (b) Each Pledgor hereby constitutes and appoints the Pledgee its true and lawful
attorney-in-fact, irrevocably, with full authority in the place and stead of such Pledgor and in
the name of such Pledgor or otherwise, from time to time after the occurrence and during the
continuance of an Event of Default, in the Pledgee’s reasonable discretion, to act, require,
demand, receive and give acquittance for any and all monies and claims for monies due or to become
due to such Pledgor under or arising out of the Collateral, to endorse any checks or other
instruments or orders in connection therewith and to file any claims or take any action or
institute any proceedings and to execute any instrument which the Pledgee may deem necessary or
advisable to accomplish the purposes of this Agreement, which appointment as attorney is coupled
with an interest.




          14. THE PLEDGEE AS COLLATERAL AGENT. The Pledgee will hold
in accordance with this Agreement
all items of the Collateral at any time received under this Agreement. It is expressly understood,
acknowledged and agreed by each Secured Creditor that by accepting the benefits of this Agreement
each such Secured Creditor acknowledges and agrees that the obligations of the Pledgee as holder of
the Collateral and interests therein and with respect to the disposition thereof, and otherwise
under this Agreement, are only those expressly set forth in this Agreement. The Pledgee shall act
hereunder on the terms and conditions set forth herein and in Section 12 of the Credit Agreement.




          15. TRANSFER BY THE PLEDGORS. Except as permitted by the Credit Agreement, no Pledgor
will sell or otherwise dispose of, grant any option with respect to, or mortgage, pledge or
otherwise encumber any of the Collateral or any interest therein.




          16. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGORS. (a) Each Pledgor represents,
warrants and covenants as of the date hereof that:





     (i) it is the legal, beneficial and record owner of, and has good and marketable
title to, all Collateral purported to be owned by it consisting of one or more Securities
and that it has sufficient interest in all Collateral purported to be owned by it in which a
security interest is purported to be created hereunder for such security interest to attach
(subject, in each case, to no pledge, lien, mortgage, hypothecation, security interest,
charge, option, Adverse Claim or other encumbrance whatsoever, except the liens and security
interests created by this Agreement and Permitted Liens);




     (ii) it has full power, authority and legal right to pledge all the
Collateral pledged by it pursuant to this Agreement;




     (iii) this Agreement has been duly authorized, executed and delivered by such
Pledgor and constitutes a legal, valid and binding obligation of such Pledgor enforceable



-13-









 






against such Pledgor in accordance with its terms, except to the extent that the enforceability
hereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other
similar laws generally affecting creditors’ rights and by equitable principles (regardless of
whether enforcement is sought in equity or at law);




     (iv) except to the extent already obtained or made, no consent of any other party
(including, without limitation, any stockholder, partner, member or creditor of such Pledgor or any
of its Subsidiaries) and no consent, license, permit, approval or authorization of, exemption by,
notice or report to, or registration, filing or declaration with, any governmental authority is
required to be obtained by such Pledgor in connection with (a) the execution, delivery or
performance of this Agreement, (b) the validity or enforceability of this Agreement, (c) the
perfection or enforceability of the Pledgee’s security interest in the Collateral or (d) the
exercise by the Pledgee of any of its rights or remedies provided herein, except (1) in the case of
preceding clause (d), for compliance with or as may be required by applicable securities laws and
(2) in the case of preceding clauses (a), (b) and (d), as could not, either individually or in the
aggregate, be expected to have a material adverse effect on the business, assets, liabilities,
operations or condition (financial or otherwise) of VHS Holdco I and its Subsidiaries taken as a
whole;




     (v) the execution, delivery and performance of this Agreement (a) will not violate any
provision of any applicable law or regulation or of any order, judgment, writ, award or decree of
any court, arbitrator or governmental authority, domestic or foreign, applicable to such Pledgor,
or of the certificate of incorporation, operating agreement, limited liability company agreement,
partnership agreement or by-laws of such Pledgor or of any securities issued by such Pledgor or any
of its Subsidiaries, or of any mortgage, deed of trust, indenture, lease, loan agreement, credit
agreement or other material contract, agreement or instrument or undertaking to which such Pledgor
or any of its Subsidiaries is a party or which purports to be binding upon such Pledgor or any of
its Subsidiaries or upon any of their respective assets except to the extent that any such
violation described in this clause (a) could not, either individually or in the aggregate,
reasonably be expected to result in a material adverse effect on the business, assets, liabilities,
operations or condition (financial or otherwise) of VHS Holdco I and its Subsidiaries taken as a
whole and (b) will not result in the creation or imposition of (or the obligation to create or
impose) any lien or encumbrance on any of the assets of such Pledgor or any of its Subsidiaries
except as contemplated by this Agreement;




     (vi) all of the Collateral pledged by it that consists of Securities, Limited Liability
Company Interests or Partnership Interests has been duly and validly issued and acquired, is fully
paid and non-assessable and is subject to no options to purchase or similar rights;




     (vii) each of the Pledged Notes pledged by it constitutes, or when executed by the obligor
thereof will constitute, the legal, valid and binding obligation of such obligor, enforceable in
accordance with its terms, except to the extent that the enforceability thereof may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally
affecting creditors’ rights and by equitable principles (regardless of whether enforcement is
sought in equity or at law); it being understood that








-14-









 












the representation and warranty made by each Pledgor pursuant to this clause (vii) with
respect to Pledge Notes issued by a Person that is not a Subsidiary of such Pledgor shall
only be made to the best of such Pledgor’s knowledge;




     (viii) the pledge, collateral assignment and delivery to the Pledgee of the
Collateral consisting of Certificated Securities, and Pledged Notes pursuant to this
Agreement creates a valid and perfected first priority security interest in such
Certificated Securities, and Pledged Notes, and the proceeds thereof, subject to no prior
Lien or encumbrance or to any agreement purporting to grant to any third party a Lien or
encumbrance on the property or assets of such Pledgor which would include the Securities
(other than Permitted Liens), and the Pledgee is entitled to all the rights, priorities and
benefits afforded by the UCC or other relevant law as enacted in any relevant jurisdiction
to perfect security interests in respect of such Collateral; and




     (ix) “control” (as defined in Section 8-106 of the UCC) has been obtained by the
Pledgee over all of such Pledgor’s Collateral consisting of Certificated Securities and
Pledged Notes with respect to which such “control” may be obtained pursuant to Section 8-106
of the UCC, except to the extent that the obligation of the applicable Pledgor to provide
the Pledgee with “control” of such Collateral has not yet arisen under this Agreement;
provided that in the case of the Pledgee obtaining “control” over Collateral consisting of a
Security Entitlement, such Pledgor shall not be required to have taken all steps in its
control so that the Pledgee obtains “control” over such
Security Entitlement.



          (b) Each Pledgor covenants and agrees that it will defend the Pledgee’s right, title and
security interest in and to such Pledgor’s Collateral and the proceeds thereof against the claims
and demands of all persons whomsoever; and each Pledgor covenants and agrees that it will have like
title to and right to pledge any other property at any time hereafter pledged to the Pledgee by
such Pledgor as Collateral hereunder and will likewise defend the right thereto and security
interest therein of the Pledgee and the other Secured Creditors.




          (c) Each Pledgor which is a limited liability company or a partnership (and each Pledgor which
is a direct parent of any such limited liability company or partnership) covenants and agrees that
it will not, without 15 days prior written notice to the Pledgee, amend or modify (or allow to be
amended or modified) any limited liability company agreement, partnership agreement or other
organizational document of such limited liability company or partnership in any manner which causes
the Limited Liability Company Interests or Partnership Interests of such limited liability company
or partnership, as the case may be, to be treated as a “security” governed under Article 8 of the
UCC; provided that nothing herein shall prohibit any Pledgor from creating or acquiring
limited liability companies or partnerships in compliance with the Credit Agreement whose equity
interests are treated as “securities” governed under Article 8 of the UCC so long as the relevant
procedures under Section 3.2 hereof are taken at the time of any such creation or acquisition.




          17. [RESERVED]




          18.
PLEDGORS’ OBLIGATIONS ABSOLUTE, ETC. The obligations of each Pledgor under this Agreement
shall be absolute and unconditional and shall remain in full force




-15-









 




and effect without regard to, and shall not be released, suspended, discharged, terminated or
otherwise affected by, any circumstance or occurrence whatsoever (other than termination of this
Agreement pursuant to Section 20 hereof), including, without limitation:





     (i) any renewal, extension, amendment or modification of, or addition or
supplement to or deletion from any Secured Debt Agreement (other than this Agreement in
accordance with its terms), or any other instrument or agreement referred to therein, or any
assignment or transfer of any thereof;




     (ii) any waiver, consent, extension, indulgence or other action or inaction under
or in respect of any such agreement or instrument including, without limitation, this
Agreement (other than a waiver, consent or extension with respect to this Agreement in
accordance with its terms);




     (iii) any furnishing of any additional security to the Pledgee or its assignee or
any acceptance thereof or any release of any security by the Pledgee or its assignee;




     (iv) any limitation on any party’s liability or obligations under any such
instrument or agreement or any invalidity or unenforceability, in whole or in part, of any
such instrument or agreement or any term thereof; or




     (v) any bankruptcy, insolvency, reorganization, composition, adjustment,
dissolution, liquidation or other like proceeding relating to any Pledgor or any Subsidiary
of any Pledgor, or any action taken with respect to this Agreement by any trustee or
receiver, or by any court, in any such proceeding, whether or not such Pledgor shall have
notice or knowledge of any of the foregoing.



          19. REGISTRATION, ETC. If at any time when the Pledgee shall determine to exercise its right
to sell all or any part of the Collateral consisting of Securities, Limited Liability Company
Interests or Partnership Interests pursuant to Section 7 hereof, and such Collateral or the part
thereof to be sold shall not, for any reason whatsoever, be effectively registered under the
Securities Act, as then in effect, the Pledgee may, in its sole and absolute discretion, sell such
Collateral or part thereof by private sale in such manner and under such circumstances as the
Pledgee may deem necessary or advisable in order that such sale may legally be effected without
such registration. Without limiting the generality of the foregoing, in any such event the Pledgee,
in its sole and absolute discretion (i) may proceed to make such private sale notwithstanding that
a registration statement for the purpose of registering such Collateral or part thereof shall have
been filed under such Securities Act, (ii) may approach and negotiate with a single possible
purchaser to effect such sale, and (iii) may restrict such sale to a purchaser who will represent
and agree that such purchaser is purchasing for its own account, for investment, and not with a
view to the distribution or sale of such Collateral or part thereof. In the event of any such sale,
the Pledgee shall incur no responsibility or liability for selling all or any part of the
Collateral at a price which the Pledgee, in its sole and absolute discretion, may in good faith
deem reasonable under the circumstances, notwithstanding the possibility that a substantially
higher price might be realized if the sale were deferred until the registration as aforesaid.




-16-









 






          20.
TERMINATION; RELEASE. (a) On the Termination Date (as defined below), this Agreement and
the security interest created hereby shall automatically terminate and be released (provided that
all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive
any such termination) and the Pledgee, at the request and expense of such Pledgor, will execute and
deliver to such Pledgor a proper instrument or instruments (including UCC termination statements)
acknowledging the satisfaction and termination of this Agreement (including, without limitation,
UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and
will assign, transfer and deliver to such Pledgor (without recourse and without any representation
or warranty) such of the Collateral as may be in the possession of the Pledgee and as has not
theretofore been sold or otherwise applied or released pursuant to this Agreement, together with
any monies at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to
any Collateral consisting of a Partnership Interest or a Limited Liability Company Interest (other
than a Partnership Interest or Limited Liability Company Interest credited on the books of a
Clearing Corporation or Securities Intermediary), a termination of the agreement relating thereto
executed and delivered by the issuer of such partnership or limited liability company pursuant to
Section 3.2(a)(ii). As used in this Agreement, ‘Termination Date” shall mean the date upon
which 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).




          (b) In the event that any part of the Collateral is sold, transferred or otherwise disposed of
(to a Person other than a Credit Party) 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), the Pledgee, at
the request and expense of such Pledgor, will promptly execute and deliver such documentation,
including termination or partial release statements and the like in connection therewith and
assign, transfer and deliver to such Pledgor (without recourse and
without any representation or
warranty) such of the Collateral as is then being (or has been) so sold, transferred or otherwise
disposed of or released and as may be in the possession of the Pledgee (or, in the case of
Collateral held by any sub-agent designated pursuant to Section 4 hereof, such sub-agent) and has
not theretofore been released pursuant to this Agreement. Furthermore, upon the release of any
Subsidiary Guarantor from the Subsidiaries Guaranty in accordance with the provisions thereof, such
Pledgor (and the Collateral at such time pledged by the respective Pledgor pursuant hereto) shall
be released from this Agreement).




          (c) At any time that any Pledgor desires that the Pledgee assign, transfer and deliver
Collateral (and releases therefor) as provided in the foregoing Section 20(a) or (b), it shall
deliver to the Pledgee (and the relevant sub-agent, if any, designated pursuant to Section 4
hereof) a certificate signed by an authorized officer of such Pledgor stating that the release of
the respective Collateral is permitted pursuant to such Section 20(a) or (b). At any time that the
Borrower or the respective Pledgor desires that a Subsidiary of the Borrower which has been
released from the Subsidiaries Guaranty be released hereunder as provided in the last sentence of
Section 20(b), it shall deliver to the Pledgee a certificate executed by a principal executive





-17-









 




officer of the Borrower and the respective Pledgor stating that the release of the respective Pledgor
(and its Collateral) is permitted pursuant to such Section 20(b).




          (d) The Pledgee shall have no liability whatsoever to any other Secured Creditor as the
result of any release of Collateral by it in accordance with (or which the Collateral Agent in the
absence of gross negligence and willful misconduct believes to be in accordance with) this Section
20.




          21.
NOTICES, ETC. All communications and notices hereunder shall (except as otherwise expressly
permitted herein) be in writing and given as provided in Section 14.03 of the Credit Agreement. All
communications and notices hereunder to the Borrower or any other Assignor shall be given to it in
care of the Borrower as provided in Section 14.03 of the Credit Agreement.




          22. WAIVER; AMENDMENT. Except as provided in Sections 20 and 30 hereof, none of the terms and
conditions of this Agreement may be changed, waived, modified or varied in any manner whatsoever
except in accordance with the requirements specified in the Security Agreement.




          23. SUCCESSORS AND ASSIGNS. This Agreement shall create a continuing security interest in the
Collateral and shall (i) remain in full force and effect, subject to release and/or termination as
set forth in Section 20, (ii) be binding upon each Pledgor, its successors and assigns;
provided, however, that no Pledgor shall assign any of its rights or obligations hereunder
without the prior written consent of the Pledgee (with the prior written consent of the Required
Secured Creditors), and (iii) inure, together with the rights and remedies of the Pledgee
hereunder, to the benefit of the Pledgee, the other Secured Creditors and their respective successors, transferees and assigns. All agreements, statements, representations and warranties made by
each Pledgor herein or in any certificate or other instrument delivered by such Pledgor or on its
behalf under this Agreement shall be considered to have been relied upon by the Secured Creditors
and shall survive the execution and delivery of this Agreement and the other Secured Debt
Agreements regardless of any investigation made by the Secured Creditors or on their behalf.




          24. HEADINGS DESCRIPTIVE. The headings of the several Sections of this Agreement are inserted
for convenience only and shall not in any way affect the meaning or construction of any provision
of this Agreement.




          25. GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL. (a) THIS AGREEMENT
AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND
BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO
THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK
OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, IN EACH CASE WHICH ARE LOCATED IN
THE COUNTY OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY HERETO HEREBY
IRREVOCABLY ACCEPTS FOR




-18-









 






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 PERSONAL JURISDICTION OVER SUCH PARTY HERETO, AND AGREES NOT TO PLEAD OR
CLAIM IN ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT
BROUGHT IN ANY OF THE AFORESAID COURTS THAT ANY SUCH COURT LACKS PERSONAL JURISDICTION OVER SUCH
PARTY. EACH PARTY HERETO FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE
AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY
REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO ANY SUCH PARTY AT ITS ADDRESS FOR NOTICES AS
PROVIDED IN SECTION 21 ABOVE, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING. EACH
PARTY HEREBY IRREVOCABLY WAIVES ANY OBJECTION TO SUCH SERVICE OF PROCESS AND FURTHER IRREVOCABLY
WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY ACTION OR PROCEEDING COMMENCED HEREUNDER OR UNDER
ANY OTHER CREDIT DOCUMENT THAT SUCH SERVICE OF PROCESS WAS IN ANY WAY INVALID OR INEFFECTIVE.
NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE PLEDGEE UNDER THIS AGREEMENT, OR ANY SECURED CREDITOR,
TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE
PROCEED AGAINST ANY PARTY IN ANY OTHER JURISDICTION.




          (b) EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES 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 AGREEMENT OR ANY OTHER CREDIT DOCUMENT 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 ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM.




          (c) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY
JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE
OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.




          26. PLEDGOR’S DUTIES. It is expressly agreed, anything herein contained to the contrary
notwithstanding, that each Pledgor shall remain liable to perform all of the obligations, if any,
assumed by it with respect to the Collateral and the Pledgee shall not have any obligations or
liabilities with respect to any Collateral by reason of or arising out of this Agreement, except
for the safekeeping of Collateral actually in the Pledgee’s possession, nor shall the




-19-









 





Pledgee be required or obligated in any manner to perform or fulfill any of the obligations
of any Pledgor under or with respect to any Collateral.




          27. COUNTERPARTS. This Agreement 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 each Pledgor and the
Pledgee.




          28. SEVERABILITY. Any provision of this Agreement which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction.




          29. RECOURSE. This Agreement is made with full recourse to each Pledgor and pursuant to and
upon all the representations, warranties, covenants and agreements on the part of such Pledgor
contained herein and in the other Secured Debt Agreements and otherwise in writing in connection
herewith or therewith.




          30. ADDITIONAL PLEDGORS. It is understood and agreed that any Subsidiary of the Borrower that
is required to become a party to this Agreement after the date hereof pursuant to the requirements
of the Credit Agreement or any other Credit Document, shall become a Pledgor hereunder by (x)
executing a Joinder Agreement substantially in the form of Exhibit M to the Credit Agreement, (y)
delivering supplements to Annexes A through E, hereto as are necessary to cause such annexes to be
complete and accurate with respect to such additional Pledgor on such date and (z) taking all
actions as specified in this Agreement as would have been taken by such Pledgor had it been an
original party to this Agreement, in each case with all documents required above to be delivered to
the Pledgee and with all documents and actions required above to be taken to the reasonable
satisfaction of the Pledgee.




          31. LIMITED OBLIGATIONS. It is the desire and intent of each Pledgor and the Secured Creditors
that this Agreement shall be enforced against each Pledgor to the fullest extent permissible under
the laws applied in each jurisdiction in which enforcement is sought. Notwithstanding anything to
the contrary contained herein, in furtherance of the foregoing, it is noted that the obligations of
each Pledgor constituting a Subsidiary Guarantor have been limited as provided in the Subsidiaries
Guaranty.




*  *  *  *




-20-









 





          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered by their duly authorized officers as of the date first above
written.




VANGUARD HEALTH HOLDING COMPANY I, LLC

VANGUARD HEALTH HOLDING COMPANY II, LLC

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 Pledgors




	 	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Phillip W. Roe	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Phillip W. Roe	 	 
	 

	 	 	 	Title:
	 	Executive Vice President,
Chief Financial Officer and Treasurer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Duly authorized to sign on behalf of each of the foregoing entities	 	 






[Pledge Agreement]




 









 






	 	 	 	 	 	 	 	 	 
	 	 	THE ANAHEIM VHS LIMITED PARTNERSHIP,	 	 
	 	 	     as a Pledgor	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	VHS of Anaheim, Inc., its General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Phillip W. Roe	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Phillip W. Roe	 	 
	 

	 	 	 	Title:
	 	Executive Vice President, Chief Financial Officer & Treasurer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	THE HUNTINGTON BEACH VHS LIMITED 	 	 
	 	 	     PARTNERSHIP, as a Pledgor	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	VHS of Huntington Beach, Inc., its General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Phillip W. Roe	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Phillip W. Roe	 	 
	 

	 	 	 	Title:
	 	Executive Vice President, Chief Financial Officer & Treasurer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	VHS SAN ANTONIO PARTNERS, LLC, as a Pledgor	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Vanguard Acquisition Subsidiary Number 5,	 	 
	 	 	 	 	Inc., its Managing Member	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Phillip W. Roe	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Phillip W. Roe	 	 
	 

	 	 	 	Title:
	 	Executive Vice President, Chief Financial Officer & Treasurer	 	 






[Pledge Agreement]




 









 





	 	 	 	 	 	 	 	 	 
	 	 	THE VHS ARIZONA IMAGING CENTERS 	 	 
	 	 	     LIMITED PARTNERSHIP, as a Pledgor	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	VHS Imaging Centers, Inc., its General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Phillip W. Roe	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Phillip W. Roe	 	 
	 

	 	 	 	Title:
	 	Executive Vice President, Chief Financial Officer & Treasurer	 	 






[Pledge Agreement]




 









 






	 	 	 	 	 
	Accepted and Agreed to:	 	 
	 
	 	 	 	 
	BANK OF AMERICA, N.A.,	 	 
	as Administrative Agent	 	 
	 
	 	 	 	 
	By:
	 	/s/ Charles Graber	 	 
	 

	 	 

Title: Vice President
	 	 
	 
	 	 	 	 
	BANK OF AMERICA, N.A.,	 	 
	as Collateral Agent	 	 
	 
	 	 	 	 
	By:
	 	/s/ Charles Graber	 	 	 
	 

	 	 	 	 
	 

	 	Title: Vice President	 	 






[Pledge Agreement]