EXHIBIT 4.2
SUPPLEMENTAL INDENTURE
FIRST SUPPLEMENTAL INDENTURE (this "Supplemental Senior Subordinated
Indenture"), dated as of November 5, 2004, among VHS Acquisition Subsidiary
Number 7, Inc. ( "Sub 7"), VHS Acquisition Subsidiary Number 9, Inc. ("Sub 9";
Sub 7 and Sub 9, collectively, referred to herein as the "New Guarantors"), each
of the New Guarantors being 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").
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 "Senior Subordinated Indenture"), dated as of September
23, 2004 providing for the issuance of 9% Senior Subordinated Notes due 2014
(the "Senior Subordinated Notes");
WHEREAS, Section 4.16 of the Senior Subordinated Indenture provides
that under certain circumstances the New Guarantors shall execute and deliver to
the Trustee a supplemental indenture pursuant to which the New Guarantors shall
unconditionally guarantee all of the Issuers' Obligations under the Senior
Subordinated Notes and the Senior Subordinated Indenture on the terms and
conditions set forth herein (the "Note Guarantee"); and
WHEREAS, pursuant to Section 9.01 of the Senior Subordinated
Indenture, the Trustee and the Issuers are authorized to execute and deliver
this Supplemental Senior Subordinated 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 Senior Subordinated Notes as
follows:
1. DEFINED TERMS. Defined terms used herein without definition shall
have the meanings assigned to them in the Senior Subordinated 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 12 of
the Senior Subordinated Indenture and to be bound by all other applicable
provisions of the Senior Subordinated Indenture and the Senior Subordinated
Notes and to perform
1
all of the obligations and agreements of a Guarantor under the Senior
Subordinated Indenture. The Guarantee of the New Guarantors shall be
subordinated to Senior Debt as provided in the Senior Subordinated Note
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, will have any
liability for any obligations of the Issuers or the Guarantors under the Senior
Subordinated Notes, this Senior Subordinated Indenture, the Note Guarantees or
for any claim based on, in respect of, or by reason of, such obligations or
their creation. Each Holder of Senior Subordinated Notes by accepting a Senior
Subordinated Note waives and releases all such liability. The waiver and release
are part of the consideration for issuance of the Senior Subordinated 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 14.02 of the Senior
Subordinated Indenture.
5. RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURES PART OF
INDENTURE. Except as expressly amended hereby, the Senior Subordinated 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
Senior Subordinated Indenture shall form a part of the Senior Subordinated
Indenture for all purposes, and every holder of Senior Subordinated Notes
heretofore or hereafter authenticated and delivered shall be bound hereby.
6. GOVERNING LAW. THIS INDENTURE, THE NOTES AND THE SENIOR
SUBORDINATED NOTE 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 Senior Subordinated 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.
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: November 5, 2004
VHS ACQUISITION SUBSIDIARY NUMBER 7, INC.
By: /s/ Xxxxx X. Xxxxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Senior Vice President
VHS ACQUISITION SUBSIDIARY NUMBER 9, INC.
By: /s/ Xxxxx X. Xxxxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Senior Vice President
VANGUARD HEALTH HOLDING COMPANY II, LLC
By: /s/ Xxxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Senior Vice President
VANGUARD HOLDING COMPANY II, INC.
By: /s/ Xxxxx X. Xxxxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Senior Vice President
VANGUARD HEALTH HOLDING COMPANY I, LLC
By: /s/ Xxxxx X. Xxxxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Senior Vice President
3
VANGUARD HEALTH SYSTEMS, INC.
By: /s/ Xxxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Senior Vice President
U.S. BANK NATIONAL ASSOCIATION
as Trustee
By: /s/ Xxxx Xxxxxxxx
--------------------------------------
Name: Xxxx Xxxxxxxx
Title: Vice President
4
