Standard Contracts
EXHIBIT 4.2 THIRD SUPPLEMENTAL INDENTURE THIRD SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of October 31, 2002 among VHS Acquisition Subsidiary Number 11, Inc., a Delaware corporation ("VHS-11"); VHS Acquisition Subsidiary Number...Supplemental Indenture • February 11th, 2003 • Vanguard Health Systems Inc • Hospital & medical service plans • New York
EXHIBIT 10.2 License Agreement This License Agreement, dated as of January 1, 2003, is by and between Baptist Health System ("Baptist"), a Texas non-profit corporation, and VHS San Antonio Partners, L.P. (the "Company"), a Delaware limited...License Agreement • January 14th, 2003 • Vanguard Health Systems Inc • Hospital & medical service plans • Texas
EXHIBIT 10.1 Purchase and Sale Agreement By and Among Baptist Health System, VHS San Antonio Partners, L.P.,Purchase and Sale Agreement • October 9th, 2002 • Vanguard Health Systems Inc • Hospital & medical service plans • Texas
EXHIBIT 10.6 FIRST AMENDMENT TO CREDIT AGREEMENT FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") dated as of October 8, 2002, among Vanguard Health Systems, Inc. (the "Borrower"), the lenders from time to time party to the Credit Agreement...Credit Agreement • October 9th, 2002 • Vanguard Health Systems Inc • Hospital & medical service plans • New York
EXHIBIT 10.4 SECOND AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO THE FIRST AMENDMENT TO CREDIT AGREEMENT SECOND AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO THE FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") dated as of...Credit Agreement • January 14th, 2003 • Vanguard Health Systems Inc • Hospital & medical service plans • New York
LIMITED LIABILITY COMPANY AGREEMENT OF BHS ACCOUNTABLE CARE, LLCLimited Liability Company Agreement • December 17th, 2012 • Vanguard Health Systems Inc • Hospital & medical service plans • Delaware
This AMENDED LIMITED LIABILITY COMPANY AGREEMENT, dated as of February 9, 2012 (this “Agreement”), of BHS Accountable Care, LLC is entered into by and between the person or persons listed on the signature pages hereto as member or members (collectively, the “Members”).
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENTEmployment Agreement • August 25th, 2011 • Vanguard Health Systems Inc • Hospital & medical service plans
This Amendment No. 2 (this “Amendment’) dated as of May 31, 2011, is made by and between Vanguard Health Systems, Inc., a Delaware corporation (the “Company”), and Phillip W. Roe (the “Executive”).
EXHIBIT 4 This Note has not been registered under the Securities Act of 1933 and may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933. VANGUARD...Convertible Subordinated Note • January 14th, 2003 • Vanguard Health Systems Inc • Hospital & medical service plans • New York
EMPLOYMENT AGREEMENTEmployment Agreement • August 24th, 2012 • Vanguard Health Systems Inc • Hospital & medical service plans • Tennessee
THIS EMPLOYMENT AGREEMENT (this “Agreement”) dated as of October 1, 2011, is made by and between Vanguard Health Systems, Inc., a Delaware corporation (the “Company”), and Alan G. Thomas (the “Executive”).
AMENDMENT NO. 3 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 12th, 2008 • Vanguard Health Systems Inc • Hospital & medical service plans
This Amendment No. 3 (this “Amendment’) to Amended and Restated Employment Agreement, dated as of October 1, 2007, but effective as of December 31, 2007 (the “Effective Date”), is made by and between Vanguard Health Systems, Inc., a Delaware corporation (the “Company”), and Charles N. Martin, Jr. (the “Executive”).
VANGUARD HEALTH SYSTEMS, INC. (a Delaware corporation) 25,000,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 6th, 2011 • Vanguard Health Systems Inc • Hospital & medical service plans • New York
Merrill Lynch, Pierce, Fenner & Smith Incorporated Barclays Capital Inc. as Representatives of the several Underwriters c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated One Bryant Park New York, New York 10036
REGISTRATION RIGHTS AGREEMENT by and among Vanguard Health Holding Company II, LLC, Vanguard Holding Company II, Inc., Vanguard Health Systems, Inc. and the Other Guarantors Party Hereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated Barclays...Registration Rights Agreement • April 2nd, 2012 • Vanguard Health Systems Inc • Hospital & medical service plans • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 30, 2012, by and among Vanguard Health Holding Company II, LLC, a Delaware limited liability company (the “Company”), and Vanguard Holding Company II, Inc., a Delaware corporation (together with the Company, the “Companies”), Vanguard Health Systems, Inc., a Delaware corporation (the “Parent”), the other entities listed on the signature pages hereof as “Guarantors” (collectively, the “Guarantors”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Barclays Capital Inc., on behalf of themselves and as representatives of the several initial purchasers listed on Schedule I hereto (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Companies’ 7.750% Senior Notes due 2019 (the “Initial Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement (as defined below). The Initial Notes and the Guarantees attach
AGREEMENT AND PLAN OF MERGER by and among TENET HEALTHCARE CORPORATION, ORANGE MERGER SUB, INC. and VANGUARD HEALTH SYSTEMS, INC. Dated as of June 24, 2013Merger Agreement • June 24th, 2013 • Vanguard Health Systems Inc • Hospital & medical service plans • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 24, 2013, by and among Tenet Healthcare Corporation, a Nevada corporation (“Parent”), Orange Merger Sub, Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), and Vanguard Health Systems, Inc., a Delaware corporation (the “Company”).
CREDIT AGREEMENT among VANGUARD HEALTH SYSTEMS, INC., VARIOUS LENDERS, BANK OF AMERICA, N.A., as ADMINISTRATIVE AGENT, CITICORP NORTH AMERICA, INC., as SYNDICATION AGENT, GENERAL ELECTRIC CAPITAL CORPORATION, LASALLE BANK, NATIONAL ASSOCIATION, and...Credit Agreement • May 20th, 2004 • Vanguard Health Systems Inc • Hospital & medical service plans
CREDIT AGREEMENT, dated as of May 18, 2004, among VANGUARD HEALTH SYSTEMS, INC., a Delaware corporation (the “Borrower”), the Lenders party hereto from time to time, BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), CITICORP NORTH AMERICA, INC., as Syndication Agent (in such capacity, the “Syndication Agent”), GENERAL ELECTRIC CAPITAL CORPORATION, LASALLE BANK, NATIONAL ASSOCIATION and WACHOVIA BANK, NATIONAL ASSOCIATION, as Co-Documentation Agents (in such capacities, the “Co-Documentation Agents”), and BANC OF AMERICA SECURITIES LLC and CITIGROUP GLOBAL MARKETS INC., as Joint Lead Arrangers and Book Runners (in such capacities, the “Joint Lead Arrangers”) (all capitalized terms used herein and defined in Section 11 are used herein as therein defined).
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 6th, 2009 • Vanguard Health Systems Inc • Hospital & medical service plans • Delaware
This Indemnification Agreement is dated as of _______________, 20___ (this “Agreement”) and is between Vanguard Health Systems, Inc., a Delaware corporation (the “Company”), and [Name of director/officer] (“Indemnitee”).
Agreement Between the Shareholders of VHS Acquisition Subsidiary Number 5, Inc. (a Delaware corporation)Shareholder Agreement • October 9th, 2002 • Vanguard Health Systems Inc • Hospital & medical service plans • Delaware
PURCHASE AND SALE AGREEMENT By and Among THE DETROIT MEDICAL CENTER, HARPER- HUTZEL HOSPITAL, DETROIT RECEIVING HOSPITAL AND UNIVERSITY HEALTH CENTER, CHILDREN’S HOSPITAL OF MICHIGAN, REHABILITATION INSTITUTE, INC., SINAI HOSPITAL OF GREATER DETROIT,...Purchase and Sale Agreement • June 15th, 2010 • Vanguard Health Systems Inc • Hospital & medical service plans • Michigan
VANGUARD HEALTH HOLDING COMPANY II, LLC VANGUARD HOLDING COMPANY II, INC. and each of the Guarantors party hereto 7.750% SENIOR NOTES DUE 2019 INDENTURE Dated as of January 26, 2011 U.S. Bank National Association as TrusteeIndenture • January 28th, 2011 • Vanguard Health Systems Inc • Hospital & medical service plans • New York
INDENTURE dated as of January 26, 2011 among Vanguard Health Holding Company II, LLC, a Delaware limited liability company (“VHS Holdco II”), Vanguard Holding Company II, Inc., a Delaware corporation and a Wholly-Owned Subsidiary (as defined) of VHS Holdco II (the “Co-Issuer,” and together with VHS Holdco II, the “Issuers”), Vanguard Health Holding Company I, LLC (“VHS Holdco I”), Vanguard Health Systems, Inc. (“Vanguard”), the Subsidiary Guarantors (as defined) and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).
SUPPLEMENTAL INDENTURESupplemental Indenture • September 19th, 2007 • Vanguard Health Systems Inc • Hospital & medical service plans • New York
FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Senior Subordinated Indenture”), dated as of June 25, 2007, among Vanguard San Antonio Partners, LLC, a Delaware limited liability company ( the “New Guarantor”) and 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 Senior Subordinated Indenture referred to below (the “Trustee”).
NONCOMPETITION AGREEMENTNoncompetition Agreement • October 1st, 2013 • Vanguard Health Systems Inc • Hospital & medical service plans • Tennessee
This Noncompetition Agreement (this “Noncompetition Agreement”), dated as of September 30, 2013, is made by and between Vanguard Health Systems, Inc., a Delaware corporation (the “Company”) and Bradley A. Perkins (the “Executive”).
FORM OF SEVERANCE PROTECTION AGREEMENTSeverance Protection Agreement • September 23rd, 2008 • Vanguard Health Systems Inc • Hospital & medical service plans • Tennessee
THIS SEVERANCE PROTECTION AGREEMENT(this “Agreement”) dated as of ______________, is made by and between Vanguard Health Systems, Inc., a Delaware corporation (the “Company”), ______________________(the “Executive”)
EXHIBIT 10.5 INCREMENTAL TERM LOAN COMMITMENT AGREEMENTIncremental Term Loan Commitment Agreement • January 14th, 2003 • Vanguard Health Systems Inc • Hospital & medical service plans • New York
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENTEmployment Agreement • February 10th, 2004 • Vanguard Health Systems Inc • Hospital & medical service plans
This Amendment No. 2 (this “Amendment’) dated as of January 1, 2004, is made by and between Vanguard Health Systems, Inc., a Delaware corporation (the “Company”), and Ronald P. Soltman (the “Executive”).
AMENDMENT NO. 1Stockholders Agreement • February 9th, 2010 • Vanguard Health Systems Inc • Hospital & medical service plans • Delaware
This AMENDMENT NO. 1 (this “Amendment”), dated as of November 3, 2009, to STOCKHOLDERS AGREEMENT, dated as of November 4, 2004 (the "Agreement"), concerning Vanguard Health Systems, Inc. (the "Company"), a Delaware corporation, is entered into by and among the Company, VHS Holdings LLC, a Delaware limited liability company (“Holdings”), Blackstone FCH Capital Partners IV L.P., a Delaware limited partnership, and its affiliates identified on the signature pages hereto as a “Blackstone Party” (collectively, the “Blackstone Parties”) and the parties identified on the signature pages of the Agreement as an “Employee” or who have otherwise become party to the Agreement and have agreed to become bound by its terms as an “Employee” by entering into a joinder agreement substantially in the form attached to the Agreement as Exhibit A (collectively, the “Employees”).
AMENDMENT NO. 5 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • September 23rd, 2008 • Vanguard Health Systems Inc • Hospital & medical service plans
This Amendment No. 5 (this “Amendment’) to Amended and Restated Employment Agreement, dated as of June 30, 2008, but effective as of July 1, 2008 (the “Effective Date”), is made by and between Vanguard Health Systems, Inc., a Delaware corporation (the “Company”), and Joseph D. Moore (the “Executive”).
VANGUARD HEALTH SYSTEMS, INC. RESTRICTED STOCK UNIT AGREEMENT (Time Vesting RSU)Restricted Stock Unit Agreement • August 26th, 2010 • Vanguard Health Systems Inc • Hospital & medical service plans • Delaware
THIS AGREEMENT (the “Agreement”), is made effective as of the _____day of _____, 201_, (hereinafter called the “Date of Grant”), between Vanguard Health Systems, Inc., a Delaware corporation (hereinafter called the “Company”), and _____ (hereinafter called the “Participant”):
Form] AMENDMENT NO. 1 TO SEVERANCE PROTECTION AGREEMENTSeverance Protection Agreement • February 12th, 2008 • Vanguard Health Systems Inc • Hospital & medical service plans
This Amendment No. 1 (this “Amendment’) to Severance Protection Agreement, dated as of October 1, 2007, but effective as of the December 31, 2007 (the “Effective Date”), is made by and between Vanguard Health Systems, Inc., a Delaware corporation (the “Company”), and __________ (the “Executive”).
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENTEmployment Agreement • February 10th, 2004 • Vanguard Health Systems Inc • Hospital & medical service plans
This Amendment No. 2 (this “Amendment’) dated as of January 1, 2004, is made by and between Vanguard Health Systems, Inc., a Delaware corporation (the “Company”), and W. Lawrence Hough (the “Executive”).
ASSET PURCHASE AGREEMENT by and among West Suburban Medical Center, Westlake Community Hospital, Resurrection Services, and Resurrection Ambulatory Services, each an Illinois not-for-profit corporation and VHS Westlake Hospital, Inc. and VHS West...Asset Purchase Agreement • August 4th, 2010 • Vanguard Health Systems Inc • Hospital & medical service plans • Illinois
This Asset Purchase Agreement (this “Agreement”) is made and entered into as of the 17th day of March, 2010 (the “Execution Date”) by and among West Suburban Medical Center, an Illinois not-for-profit corporation (“West Suburban Corporation”), Westlake Community Hospital, an Illinois not-for-profit corporation (“Westlake Corporation”), Resurrection Services, an Illinois not-for-profit corporation (“Resurrection Services”) and Resurrection Ambulatory Services, an Illinois not-for-profit corporation (“RAS”) (West Sub, Westlake, Resurrection Services and RAS are collectively referred to herein as the “Sellers”), on the one hand, and VHS Westlake Hospital, Inc.,a Delaware corporation (“VHS Westlake”) and VHS West Suburban Medical Center, Inc., a Delaware corporation (“VHS West Sub”) (VHS Westlake and VHS West Sub are collectively referred to herein as the “Purchasers”), on the other hand. The Sellers and the Purchasers shall each individually be a “Party” and all collectively the “Parties.
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENTEmployment Agreement • February 10th, 2004 • Vanguard Health Systems Inc • Hospital & medical service plans
This Amendment No. 2 (this “Amendment’) dated as of January 1, 2004, is made by and between Vanguard Health Systems, Inc., a Delaware corporation (the “Company”), and Joseph D. Moore (the “Executive”).
AMENDMENT NO. 3 TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • January 5th, 2011 • Vanguard Health Systems Inc • Hospital & medical service plans
This Amendment No. 3 to Purchase and Sale Agreement (the “Amendment”) is made and entered into as of December 31, 2010 by and between THE DETROIT MEDICAL CENTER, a Michigan nonprofit corporation (“DMC”), and VANGUARD HEALTH SYSTEMS, INC., a Delaware corporation (“Vanguard”).
VANGUARD HEALTH SYSTEMS, INC. RESTRICTED STOCK UNIT AGREEMENT (LIQUIDITY EVENT RSU)Restricted Stock Unit Agreement • August 26th, 2010 • Vanguard Health Systems Inc • Hospital & medical service plans • Delaware
THIS AGREEMENT (the “Agreement”), is made effective as of the _____ day of _____, 201_, (hereinafter called the “Date of Grant”), between Vanguard Health Systems, Inc., a Delaware corporation (hereinafter called the “Company”), and _____ (hereinafter called the “Participant”):
Floyd E. Allen General Counsel The Detroit Medical Center Corporate Administrative Offices 3990 John R — 1 Brush South Detroit, MI 48201 (313) 966-2080 (313) 966-2040 FAXPurchase and Sale Agreement • November 9th, 2010 • Vanguard Health Systems Inc • Hospital & medical service plans
RE: Extension of Time under Paragraph 5.2(b), Purchase and Sale Agreement Dated June 10, 2010 (“Agreement”) by and among The Detroit Medical Center and its subsidiary organizations (“Seller”), VHS of Michigan, Inc. and its subsidiary organizations (“Buyer”) and Vanguard Health Systems, Inc.
AMENDMENT NO. 1Limited Liability Company Operating Agreement • February 9th, 2006 • Vanguard Health Systems Inc • Hospital & medical service plans • Delaware
This AMENDMENT NO. 1 (this “Amendment”), dated as of November 3, 2005, to AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT, dated as of September 23, 2004 (the "Agreement"), concerning VHS Holdings LLC (the "Company"), a Delaware limited liability company, is entered into by and among the Investor Members (as defined in the Agreement) and the Management Members (as defined in the Agreement).
SUPPLEMENTAL INDENTURESupplemental Indenture • May 12th, 2009 • Vanguard Health Systems Inc • Hospital & medical service plans • New York
EIGHTH SUPPLEMENTAL INDENTURE (this “Supplemental Senior Subordinated Indenture”), dated as of March 24, 2009, among BHS Physicians Alliance for ACE, LLC, a Delaware limited liability company ( the “New Guarantor”) and 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 Senior Subordinated Indenture referred to below (the “Trustee”).
