2.01(a)
Existing Letters of Credit
SCHEDULE 7.12
Real Property
SCHEDULE 7.14
Subsidiaries
SCHEDULE 7.20
Insurance
SCHEDULE 7.21
Legal Names; Organizational Identification Numbers; Jurisdiction of
Organization; Type of Organization; etc.
SCHEDULE 8.13
Existing De Minimis Subsidiaries
SCHEDULE 8.14
Mortgaged Properties
SCHEDULE 9.01(iii)
Existing Liens
SCHEDULE 9.04
Existing Indebtedness
SCHEDULE 9.05(xi)
Existing Investments
SCHEDULE 11.01
Commitments
SCHEDULE 11.02
Not-for-Profit Entities
SCHEDULE 11.03
Existing Specified Construction Projects
SCHEDULE 14.03(a)(i)
Notice Information
EXHIBIT A-1
Notice of Borrowing
EXHIBIT A-2
Notice of Swingline Borrowing
EXHIBIT B-1
Initial Term Note
EXHIBIT B-2
Revolving Note
EXHIBIT B-3
Swingline Note
EXHIBIT B-4
Incremental Term Note
EXHIBIT C
Incremental Commitment Agreement
EXHIBIT D
Letter of Credit Request
EXHIBITS E-1-E-4
United States Tax Compliance Certificates
EXHIBIT F-1
Opinion of Simpson Thatcher & Bartlett LLP, Special Counsel to the Credit
Parties
EXHIBIT F-2
Opinion of Ronald P. Soltman, Esq., General Counsel to the Credit Parties
EXHIBIT G
Officers' Certificate
EXHIBIT H
Pledge Agreement
EXHIBIT I
Subsidiaries Guaranty
EXHIBIT J
Vanguard Guaranty
EXHIBIT K
Security Agreement
EXHIBIT L
Solvency Certificate
EXHIBIT M
Compliance Certificate
EXHIBIT N
Joinder Agreement
EXHIBIT O
Subordination Agreement
EXHIBIT P
Assignment and Assumption Agreement
EXHIBIT Q
Discounted Prepayment Option Notice
EXHIBIT R
Lender Participation Notice
EXHIBIT S
Discounted Voluntary Prepayment Notice
EXHIBIT T
Affiliated Lender Assignment Assumption
EXHIBIT U
Intercreditor Agreement
-vi-
CREDIT AGREEMENT, dated as of January 29, 2010, among VANGUARD HEALTH
HOLDING COMPANY I, LLC, a Delaware limited liability company, VANGUARD HEALTH
HOLDING COMPANY II, LLC, a Delaware limited liability company (the "Borrower"),
the Lenders party hereto from time to time and BANK OF AMERICA, N.A., as
Administrative Agent, Collateral Agent, Issuing Lender and Swingline Lender.
WITNESSETH:
WHEREAS, subject to and upon the terms and conditions herein set
forth, the Lenders are willing to make available to the Borrower the respective
credit facilities provided for herein;
NOW, THEREFORE, IT IS AGREED:
SECTION 1. Amount and Terms of Credit.
1.01 The Commitments.
(a) Subject to and upon the terms and conditions set forth herein,
each Lender with an Initial Term Loan Commitment severally agrees to make a term
loan (each an "Initial Term Loan" and, collectively, the "Initial Term Loans")
to the Borrower in Dollars, which Initial Term Loans (i) shall be incurred
pursuant to a single drawing on the Initial Borrowing Date, (ii) shall, at the
option of the Borrower, be Base Rate Loans or Eurodollar Loans, and (iii) shall
be made by each such Lender in that aggregate principal amount which does not
exceed the Initial Term Loan Commitment of such Lender (before giving effect to
any termination thereof on the Initial Borrowing Date pursuant to
Section 3.03(b)). Once prepaid or repaid, Initial Term Loans incurred hereunder
may not be reborrowed.
(b) Subject to and upon the terms and conditions set forth herein,
each Lender with a Revolving Loan Commitment severally agrees, at any time and
from time to time on and after the Initial Borrowing Date and prior to the
Revolving Loan Maturity Date, to make a revolving loan or revolving loans (each,