Exhibit 4.2





EXHIBIT 4.2




SUPPLEMENTAL INDENTURE




  FIFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January
11, 2011, among VHS of Michigan, Inc., a Delaware corporation (“VHS-M”), VHS Children’s Hospital
of Michigan, Inc., a Delaware corporation (“VHS-CH”), VHS Detroit Businesses, Inc., a Delaware
corporation (“VHS-DB”), VHS Detroit Receiving Hospital, Inc., a Delaware corporation (“VHS-DR”),
VHS Detroit Ventures, Inc., a Delaware corporation (“VHS-DV”), VHS Harper-Hutzel Hospital, Inc., a
Delaware corporation (“VHS-HH”), VHS Huron Valley-Sinai Hospital, Inc., a Delaware corporation
(“VHS-HV”), VHS Rehabilitation Institute of Michigan, Inc., a Delaware corporation (“VHS-RI”), VHS
Sinai-Grace Hospital, Inc., a Delaware corporation (“VHS-SG”) and VHS University Laboratories,
Inc., a Delaware corporation (“VHS-UL”), (VHS-M, VHS-CH, VHS-DB, VHS-DR, VHS-DV, VHS-HH, VHS-HV,
VHS-RI, VHS-SG AND VHS-UL, collectively, the “New Guarantors”), each a subsidiary of Vanguard
Health Holding Company II, LLC, a Delaware limited liability company (“VHS Holdco II”); Vanguard
Holding Company II, Inc., a Delaware corporation and a wholly owned subsidiary of VHS Holdco II
(together with VHS Holdco II, the “Issuers”); Vanguard Health Holding Company I, LLC; Vanguard
Health Systems, Inc.; and U.S. Bank National Association, as trustee under the Indenture referred
to below (the “Trustee”).



WITNESSETH




WHEREAS, the Issuers and the existing Guarantors have heretofore executed and delivered to the
Trustee an indenture (as amended, supplemented or otherwise modified, the “Indenture”), dated as of
January 29. 2010 providing for the issuance of 8% Senior Notes due 2018 (the “Notes”);



WHEREAS, Section 4.13 of the Indenture provides that under certain circumstances the New
Guarantor shall execute and deliver to the Trustee a supplemental indenture pursuant to which the
New Guarantor shall unconditionally guarantee all of the Issuers’ Obligations under the Notes and
the Indenture on the terms and conditions set forth herein (the “Guarantee”); and



WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee and the Issuers are authorized
to execute and deliver this Supplemental Indenture.



NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the New Guarantors, the Issuers and the
Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes
as follows:



1. Defined Terms. Defined terms used herein without definition shall have the
meanings assigned to them in the Indenture.




 


 









 







2. Agreement to Guarantee. The New Guarantors hereby agree, jointly and severally
with all existing Guarantors (if any), to provide an unconditional Guarantee on the terms and
subject to the conditions set forth in Article X of the Indenture and to be bound by all other
applicable provisions of
the Indenture and the Notes and to perform all of the obligations and agreements of a Guarantor
under the Indenture.



3. No Recourse Against Others. No past, present or future director, manager, officer,
employee, incorporator, stockholder or member of the Issuers, any parent entity of the Issuers or
any Subsidiary, as such, shall have any liability for any obligations of the Issuers or the
Guarantors under the Notes, this Indenture, the Guarantees or for any claim based on, in respect
of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note
waives and releases all such liability. The waiver and release are part of the consideration for
issuance of the Notes. The waiver may not be effective to waive liabilities under the federal
securities laws.



4. Notices. All notices or other communications to the New Guarantors shall be given
as provided in Section 12.02 of the Indenture.



5. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as
expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the
terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental
Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore
or hereafter authenticated and delivered shall be bound hereby.



6. GOVERNING LAW. THIS INDENTURE, THE NOTES AND THE GUARANTEES SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



7. Counterparts. The parties may sign any number of copies of this Supplemental
Indenture. Each signed copy shall be an original, but all of them together represent the same
agreement.



8. Effect of Headings. The section headings herein are for convenience only and shall
not affect the construction hereof.



9. Trustee Makes No Representation. The Trustee makes no representation as to the
validity or sufficiency of this Supplemental Indenture.



[The rest of this page is intentionally blank]





 


2









 







IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed and attested, all as of the date first above written.



Dated: January 11, 2011




	 	 	 	 	 
	 	VHS OF MICHIGAN, INC.

 	 
	 	By:  	/s/ James H. Spalding
 	 
	 	 	Name:  	James H. Spalding 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	VHS CHILDREN’S HOSPITAL OF MICHIGAN, INC.

 	 
	 	By:  	/s/ James H. Spalding
 	 
	 	 	Name:  	James H. Spalding 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	VHS DETROIT BUSINESSES, INC.

 	 
	 	By:  	/s/ James H. Spalding
 	 
	 	 	Name:  	James H. Spalding 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	VHS DETROIT RECEIVING HOSPITAL, INC.

 	 
	 	By:  	/s/ James H. Spalding
 	 
	 	 	Name:  	James H. Spalding 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	VHS DETROIT VENTURES, INC.

 	 
	 	By:  	/s/ James H. Spalding
 	 
	 	 	Name:  	James H. Spalding 	 
	 	 	Title:  	Senior Vice President 	 



 


3









 





	 	 	 	 	 
	 	VHS HARPER-HUTZEL HOSPITAL, INC.

 	 
	 	By:  	/s/ James H. Spalding
 	 
	 	 	Name:  	James H. Spalding 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	VHS HURON VALLEY-SINAI HOSPITAL, INC.

 	 
	 	By:  	/s/ James H. Spalding
 	 
	 	 	Name:  	James H. Spalding 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	VHS REHABILITATION INSTITUTE OF
MICHIGAN, INC.

 	 
	 	By:  	/s/ James H. Spalding
 	 
	 	 	Name:  	James H. Spalding 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	VHS SINAI-GRACE HOSPITAL, INC.

 	 
	 	By:  	/s/ James H. Spalding
 	 
	 	 	Name:  	James H. Spalding 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	VHS UNIVERSITY LABORATORIES, INC.

 	 
	 	By:  	/s/ James H. Spalding
 	 
	 	 	Name:  	James H. Spalding 	 
	 	 	Title:  	Senior Vice President 	 



 


4









 





	 	 	 	 	 
	 	VANGUARD HEALTH HOLDING
COMPANY II, LLC

 	 
	 	By:  	/s/ James H. Spalding
 	 
	 	 	Name:  	James H. Spalding 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	VANGUARD HOLDING COMPANY II,
INC.

 	 
	 	By:  	/s/ James H. Spalding
 	 
	 	 	Name:  	James H. Spalding 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	VANGUARD HEALTH HOLDING
COMPANY I, LLC

 	 
	 	By:  	/s/ James H. Spalding
 	 
	 	 	Name:  	James H. Spalding 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	VANGUARD HEALTH SYSTEMS, INC.

 	 
	 	By:  	/s/ James H. Spalding
 	 
	 	 	Name:  	James H. Spalding 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	U.S. BANK NATIONAL ASSOCIATION,
as Trustee

 	 
	 	By:  	/s/ Joshua A. Hahn
 	 
	 	 	Joshua A. Hahn 	 
	 	 	Assistant Vice President 	 




 


5