SUPPLEMENTAL INDENTURE
Exhibit 4.2
SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 30, 2012, among VANGUARD HEALTH HOLDING COMPANY II, LLC, a Delaware limited liability company
(the “Company”), VANGUARD HOLDING COMPANY II, INC., a Delaware corporation (the “Co-Issuer” and, together with the Company, the “Issuers”), the guarantors listed on the signature pages hereto (the
“Guarantors”) and U.S. BANK NATIONAL ASSOCIATION, as trustee under the Indenture referred to below (the “Trustee”).
WITNESSETH
WHEREAS, the Issuers and the Guarantors have heretofore executed and delivered to the Trustee an indenture (as amended, supplemented (including by the first supplemental indenture dated as of September 22, 2011) or otherwise modified, the “Indenture”), dated as of January 26, 2011, providing for the issuance of 7.750% Senior Notes due 2019 (the “Notes”);
WHEREAS, the Issuers initially issued $350,000,000 aggregate principal amount of 7.750% Senior Notes due 2019 (the “Existing Notes”) under the Indenture on January 26, 2011;
WHEREAS, Section 2.14 of the Indenture provides that the Issuers, when authorized by a resolution of the Board of Directors of each Issuer, may issue Additional Notes under the Indenture subject to certain conditions set forth in Section 2.14 of the Indenture;
WHEREAS, the Issuers wish to issue an additional $375,000,000 aggregate principal amount of their 7.750% Senior Notes due 2019 as Additional Notes under the Indenture (the “New Notes”);
WHEREAS, Section 9.01 of the Indenture provides that without the consent of the Holders of the Notes issued under the Indenture, the Company and the Trustee may enter into one or more indentures supplemental to the Indenture to make any change that does not adversely affect the legal rights of any such Holder;
WHEREAS, the Issuers propose, without the consent of the Holders of the Notes, that certain terms of the Indenture be amended; and
WHEREAS, the Trustee, the Issuers and the Guarantors 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 Issuers, the Guarantors and the Trustee mutually covenant and agree as follows:
1. Defined Terms. Defined terms used herein without definition shall have the meanings assigned to them in the Indenture. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.
2. Amount of New Notes. The aggregate principal amount of New Notes to be authenticated and delivered under this Supplemental Indenture on or about March 30, 2012 is $375,000,000.
3. Terms of New Notes. The New Notes to be issued as Additional Notes under the Indenture and pursuant to this Supplemental Indenture shall:
A. be issued as part of the existing series of Existing Notes previously issued under the Indenture and the New Notes and the Existing Notes shall be a single class for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase;
B. be issued on March 30, 2012 at a purchase price of 99.25% of the principal amount and will accrue interest from February 1, 2012;
C. be issuable in whole in the form of one or more Global Notes to be held by the Depository and in the form, including appropriate transfer restriction legends, provided in Exhibit A1 and Exhibit A2, as applicable, to the Indenture;
D. the New Notes shall initially bear, in the case of New Notes sold under Rule 144A, the CUSIP number of 00000X XX0 and ISIN number of US92203PAJ57, and, in the case of New Notes sold under Regulation S of the Securities Act, the CUSIP number of U92165 AE6 and ISIN number of USU92165AE62; and
E. until a Registered Exchange Offer has been consummated or a Shelf Registration Statement has been filed and becomes effective with respect to the New Notes, the New Notes shall be subject to the transfer restrictions applicable to a Restricted Global Note or Restricted Definitive Note, as applicable, and shall have a different CUSIP number than that of the Existing Notes.
4. Guarantee Release Amendment. Section 4.03(3) of the Indenture is hereby amended to read as follows: “So long as Vanguard is a Guarantor, holds no material assets other than cash, Cash Equivalents and the Capital Stock of VHS Holdco I or the Issuers (and performs the related incidental activities associated with such ownership) and complies with the requirements of Rule 3-10 of Regulation S-X promulgated by the Commission (or any successor provision), the reports, information and other documents required to be filed and furnished to Holders of the Notes pursuant to this Section 4.03 may, at the option of VHS Holdco II, be filed by and be those of Vanguard rather than VHS Holdco II. VHS Holdco II shall be deemed to be in compliance with the provisions of this Section 4.03 if Vanguard shall have filed such reports, documents and other information with the Commission using its Electronic Data Gathering, Analysis and Referral System or any successor system.”
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Section 6.01(8) of the Indenture is hereby amended to read as follows: “the Guarantee of VHS Holdco I or any Guarantee of a Significant Subsidiary fails to be in full force and effect (except as contemplated by the terms thereof) or any Guarantor denies or disaffirms its obligations under its Guarantee and such Default continues for 10 days.”
Section 9.01(6) of the Indenture is herebyamended to read as follows: “to add a Guarantee with respect to the Notes;”
Section 10.03 of the Indenture is hereby amended to delete the following sentence: “Notwithstanding any other provision of this Indenture, Vanguard may be released from all of its obligations under its Guarantee and shall cease to be a Guarantor for all purposes under this Indenture, at the option of the Issuers and Vanguard at any time following the Issue Date.”
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 heretofore or hereafter authenticated and delivered shall be bound hereby.
6. GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE 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.
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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.
Vanguard Health Holding Company II, LLC
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President
Vanguard Holding Company II, Inc.
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President
Vanguard Health Holding Company I, LLC,
as Guarantor
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President
Vanguard Health Systems, Inc.,
as Guarantor
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President
[Signature Page to Supplemental Indenture]
Abrazo Medical Group Urgent Care, LLC
BHS Physicians Alliance for ACE, LLC
Central Texas Corridor Hospital Company, LLC
Hospital Development of West Phoenix, Inc.
XxxXxxx Physicians Group, LLC
Vanguard Health Financial Company, LLC
Vanguard Health Management, Inc.
VHS Acquisition Corporation
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.
VHS Chicago Market Procurement, LLC
VHS Genesis Labs, Inc.
VHS Holding Company, Inc.
VHS Imaging Centers, Inc.
VHS of Anaheim, Inc.
VHS of Arrowhead, Inc.
VHS of Huntington Beach, Inc.
VHS of Illinois, Inc.
VHS of Orange County, Inc.
VHS of Phoenix, Inc.
VHS of South Phoenix, Inc.
VHS Outpatient Clinics, Inc.
Baptist Medical Management Service Organization, LLC
Healthcare Compliance, L.L.C.
XxxXxxx Health Providers, Inc.
XxxXxxx Management Services, Inc.
Pros Temporary Staffing, Inc.
Watermark Physician Services, Inc.
VHS of Michigan, Inc.
VHS Children’s Hospital of Michigan, Inc.
VHS Detroit Businesses, Inc.
VHS Detroit Receiving Hospital, Inc.
VHS Detroit Ventures, Inc.
as Guarantors
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President
[Signature Page to Supplemental Indenture]
VHS Xxxxxx-Xxxxxx Hospital, Inc.
VHS Huron Valley-Sinai Hospital, Inc.
VHS Rehabilitation Institute of Michigan, Inc.
VHS Sinai-Grace Hospital, Inc.
VHS University Laboratories, Inc.
VHS Westlake Hospital, Inc.
VHS West Suburban Medical Center, Inc.
VHS Acquisition Subsidiary Number 4, Inc.
Midwest Pharmacies, Inc.
VHS Arizona Heart Institute, Inc.
VHS Valley Management Company, Inc.,
as Guarantors
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President
vhS San Antonio Partners, LLC, as Guarantor
By: VHS Acquisition Subsidiary Number 5, Inc., its Member
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President
[Signature Page to Supplemental Indenture]
Dated as of March 30, 2012
U.S. BANK NATIONAL ASSOCIATION
By: /s/ Xxxxxx X.
Xxxx
Xxxxxx X. Xxxx
Assistant Vice President
Authorized Signatory
[Signature Page to Supplemental Indenture]
