NINTH SUPPLEMENTAL INDENTURE
EXHIBIT 4.3
NINTH SUPPLEMENTAL INDENTURE
NINTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 28, 2010, by
and among Vanguard Health Holding Company II, LLC, a Delaware limited liability company (“VHS
Holdco II”), Vanguard Holding Company II, Inc., a Delaware corporation (“VHS Holdco II Inc.” and,
together with VHS Holdco II, the “Companies”), the guarantors defined therein (the “Guarantors”)
and U.S. Bank National Association, as trustee (the “Trustee”) to the Indenture, dated as of
September 23, 2004, as amended by the First Supplemental Indenture, dated as of November 5, 2004,
the Second Supplemental Indenture, dated as of March 28, 2005, the Third Supplemental Indenture,
dated as of July 13, 2006, the Fourth Supplemental Indenture, dated as of June 25, 2007, the Fifth
Supplemental Indenture, dated as of July 1, 2007, the Sixth Supplemental Indenture, dated as of
October 2, 2007, the Seventh Supplemental Indenture, dated as of November 3, 2008 and the Eighth
Supplemental Indenture, dated as of March 24, 2009 (collectively, the “Indenture”).
WITNESSETH:
WHEREAS, the Company, the Guarantors and the Trustee have heretofore executed and delivered
the Indenture providing for the issuance of 9% Senior Subordinated Notes due 2014 (the
“Securities”) of the Company;
WHEREAS, there is currently outstanding under the Indenture $575,000,000 in aggregate
principal amount of the Securities;
WHEREAS, the Companies issued $950,000,000 of 8% Senior Notes due 2018, which requires the
amendment and/or waiver of various provisions of the Indenture;
WHEREAS, Section 9.02 of the Indenture provides that the Companies and the Trustee may, with
the written consent of the Holders of at least a majority in aggregate principal amount of the
outstanding Securities, (i) enter into a supplemental indenture for the purpose of amending the
Indenture or (ii) waive compliance with certain provisions of the Indenture;
WHEREAS, VHS Holdco II has offered to purchase for cash any and all of the outstanding
Securities upon the terms and subject to the conditions set forth in the Offer to Purchase and
Consent Solicitation Statement, dated January 14, 2010 (as the same may be amended or supplemented
from time to time, the “Statement”), and in the related Consent and Letter of Transmittal (as the
same may be amended or supplemented from time to time, and, together with the Statement, the
“Offer”), from each Holder of such Securities;
WHEREAS, the Offer is conditioned upon, among other things, the proposed amendments and
waivers (the “Proposed Amendments”) to the Indenture set forth herein having been approved by at
least a majority in aggregate principal amount of the outstanding Securities (and a supplemental
indenture in respect thereof having been executed and delivered) with the effectiveness of such
Proposed Amendments with respect to the Securities being subject to the acceptance for payment by
VHS Holdco II of the Securities representing a majority in aggregate principal amount of the
outstanding Securities pursuant to the Offer (the “Acceptance”);
WHEREAS, VHS Holdco II has received and delivered to the Trustee the requisite consents to
effect the Proposed Amendments under the Indenture;
WHEREAS, the Companies and the Guarantors have been authorized by resolutions of their
respective Board of Representatives or Board of Directors, as the case may be, to enter into this
Supplemental Indenture;
WHEREAS, the Companies have delivered to the Trustee an Officers’ Certificate (as defined in
the Indenture) as well as an Opinion of Counsel (as defined in the Indenture) to the effect that
the execution and delivery of this Supplemental Indenture by the Companies is authorized or
permitted under the Indenture and that all conditions precedent provided for in the Indenture to
the execution and delivery of this Supplemental Indenture to be complied with by the Companies have
been complied with; and
WHEREAS, all other acts and proceedings required by law, by the Indenture and by the
certificate of formation or certificate of incorporation, as the case may be, and the operating
agreement or by-laws, as the case may be, of each of the Companies to make this Supplemental
Indenture a valid and binding agreement for the purposes expressed herein, in accordance with its
terms, have been duly done and performed;
NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained
herein, and for other good and valuable consideration the receipt of which is hereby acknowledged,
and for the equal and proportionate benefit of the Holders of the Securities, the Companies, the
Guarantors and the Trustee hereby agree as follows:
ARTICLE ONE
Section 1.01 Definitions.
Capitalized terms used in this Supplemental Indenture and not otherwise defined herein shall
have the meanings assigned to such terms in the Indenture.
Section 1.01 of the Indenture is amended with respect to the Securities by deleting all
definitions of terms, and references to definitions of terms, that are used exclusively in the text
of the Indenture and in the text of the Securities that are being otherwise eliminated by this
Supplemental Indenture.
ARTICLE TWO
Section 2.01 Amendments to Table of Contents
The Table of Contents of the Indenture is amended by deleting the titles to Sections 4.03,
4.04, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.18 and 4.19 in its entirety and
inserting in lieu thereof the phrase “[intentionally omitted]”.
Section 2.02 Amendment of Section 4.03.
The provisions of Section 4.03 of the Indenture are amended by deleting the text of such
Section in its entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.
Section 2.03 Amendment of Section 4.04.
The provisions of Section 4.04 of the Indenture are amended by deleting the text of such
Section in its entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.
Section 2.04 Amendment of Section 4.07.
The provisions of Section 4.07 of the Indenture are amended by deleting the text of such
Section in its entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.
Section 2.05 Amendment of Section 4.08.
The provisions of Section 4.08 of the Indenture are amended by deleting the text of such
Section in its entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.
Section 2.06 Amendment of Section 4.09
The provisions of Section 4.09 of the Indenture are amended by deleting the text of such
Section in its entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.
Section 2.07 Amendment of Section 4.10.
The provisions of Section 4.10 of the Indenture are amended by deleting the text of such
Section in its entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.
Section 2.08 Amendment of Section 4.11.
The provisions of Section 4.11 of the Indenture are amended by deleting the text of such
Section in its entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.
Section 2.09 Amendment of Section 4.12.
The provisions of Section 4.12 of the Indenture are amended by deleting the text of such
Section in its entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.
Section 2.10 Amendment of Section 4.13.
The provisions of Section 4.13 of the Indenture are amended by deleting the text of such
Section in its entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.
Section 2.11 Amendment of Section 4.14.
The provisions of Section 4.14 of the Indenture are amended by deleting the text of such
Section in its entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.
Section 2.12 Amendment of Section 4.15.
The provisions of Section 4.15 of the Indenture are amended by deleting the text of such
Section in its entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.
Section 2.13 Amendment of Section 4.16.
The provisions of Section 4.16 of the Indenture are amended by deleting the text of such
Section in its entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.
Section 2.14 Amendment of Section 4.18.
The provisions of Section 4.18 of the Indenture are amended by deleting the text of such
Section in its entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.
Section 2.15 Amendment of Section 4.19.
The provisions of Section 4.19 of the Indenture are amended by deleting the text of such
Section in its entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.
Section 2.16 Amendment of Section 5.01.
The provisions of Section 5.01 of the Indenture are amended by deleting the text of clauses
(3), (4) and (6) from Section 5.01 of the Indenture and inserting in lieu thereof the phrase
"[intentionally omitted]”.
Section 2.17 Amendment of Section 5.03.
The provisions of Section 5.03 of the Indenture are amended by deleting the text of clauses
(3) and (4) from Section 5.03 of the Indenture and inserting in lieu thereof the phrase
“[intentionally omitted]”.
Section 2.18 Amendment of Section 6.01.
The provisions of Section 6.01 of the Indenture are amended by deleting the text of clauses
(3) through (8) from Section 6.01 and inserting in lieu thereof the phrase “[intentionally
omitted]”.
ARTICLE THREE
Section 3.01 Effectiveness of Amendments
This Supplemental Indenture shall be effective upon its execution and delivery by the parties
hereto. The Amendments set forth in Article Two hereof will only become operative concurrently
with the acceptance for payment of Securities validly tendered and not withdrawn at or prior to the
Consent Payment Deadline (as defined in the Statement) pursuant to the Offer therefor.
Section 3.02 Continuing Effect of Indenture.
Except as expressly provided herein, all of the terms, provisions and conditions of the
Indenture and the Securities outstanding thereunder shall remain in full force and effect. On and
after the Acceptance, each reference in the Indenture to “the Indenture,” “this Indenture,”
“hereunder,” “hereof” or “herein” shall mean and be a reference to the Indenture as supplemented by
this Supplemental Indenture unless the context otherwise requires.
Section 3.03 Construction of Supplemental Indenture.
The Supplemental Indenture is executed as and shall constitute an indenture supplemental to
the Indenture and shall be construed in connection with and as part of the Indenture. This
Supplemental Indenture shall be governed by and construed in accordance with the laws of the State
of New York.
Section 3.04 Trust Indenture Act Controls.
If any provision of this Supplemental Indenture limits, qualifies or conflicts with another
provision of this Supplemental Indenture or the Indenture that is required to be included by the
Trust Indenture Act of 1939, as amended, as in force at the date this Supplemental Indenture is
executed, the provision required by said Act shall control.
Section 3.05 Trustee Disclaimer.
The recitals contained in this Supplemental Indenture shall be taken as the statements of the
Companies, and the Trustee assumes no responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Supplemental Indenture. All rights,
protections, privileges, indemnities and benefits granted or afforded to the Trustee under the
Indenture shall be deemed incorporated herein by this reference and shall be deemed applicable to
all actions taken, suffered or omitted by the Trustee under this Supplemental Indenture.
Section 3.06 Counterparts.
This Supplemental Indenture may be executed in any number of counterparts, each of which so
executed shall be deemed to be an original, but all such counterparts shall together constitute but
one and the same instrument.
Section 3.07 Supplemental Indenture Forms Part of Indenture.
The Supplemental Indenture is executed and shall be construed as an indenture supplemental to
the Indenture and, as provided in the Indenture, this Supplemental Indenture forms a part of the
Indenture for all purposes. The Indenture, as amended and supplemented by this Supplemental
Indenture, is in all respects ratified and confirmed.
Section 3.08 Headings.
The section headings herein are for convenience only and shall not affect the construction
thereof.
Section 3.09 Severability.
In case any provision in this Supplemental Indenture or the Securities shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the remaining provisions
shall not in any way be affected or impaired thereby.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed as of the day and year first above written.
| VANGUARD HEALTH HOLDING COMPANY II, LLC |
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| By: | /s/ XXXXXX X. XXXXXXX | |||
| Name: | Xxxxxx X. Xxxxxxx | |||
| Title: | Executive Vice President | |||
| VANGUARD HOLDING COMPANY II, INC. |
||||
| By: | /s/ XXXXXX X. XXXXXXX | |||
| Name: | Xxxxxx X. Xxxxxxx | |||
| Title: | Executive Vice President | |||
| VANGUARD HEALTH SYSTEMS, INC., as Guarantor |
||||
| By: | /s/ XXXXXX X. XXXXXXX | |||
| Name: | Xxxxxx X. Xxxxxxx | |||
| Title: | Executive Vice President | |||
| VANGUARD HEALTH HOLDING COMPANY I, LLC, as Guarantor |
||||
| By: | /s/ XXXXXX X. XXXXXXX | |||
| Name: | Xxxxxx X. Xxxxxxx | |||
| Title: | Executive Vice President | |||
[Signature Page to 9% Senior Subordinated Notes due 2014 Supplemental Indenture]
| SUBSIDIARY GUARANTORS: HOSPITAL DEVELOPMENT OF WEST PHOENIX, INC. XXXXXXX HEALTH PROVIDERS, INC. XXXXXXX MANAGEMENT SERVICES, INC. XXXXXXX MEDICAL RECORDS, INC. MIDWEST CLAIMS PROCESSING, INC. PROS TEMPORARY STAFFING, INC. VANGUARD HEALTH FINANCIAL COMPANY, LLC (successor by merger to Vanguard Health Financial Company, Inc.) VANGUARD HEALTH MANAGEMENT, INC. VHS ACQUISITION CORPORATION VHS ACQUISITION SUBSIDIARY NUMBER 1, INC. VHS ACQUISITION SUBSIDIARY NUMBER 2, INC. VHS ACQUISITION SUBSIDIARY NUMBER 4, 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 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. VHS CHICAGO MARKET PROCUREMENT, LLC LAKEFRONT MEDICAL ASSOCIATES, LLC BAPTIST MEDICAL MANAGEMENT SERVICE ORGANIZATION, LLC XXXXXXX PHYSICIANS GROUP, LLC BHS PHYSICIANS ALLIANCE FOR ACE, LLC WATERMARK PHYSICIAN SERVICES, INC., as Guarantors |
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| By: | /s/ XXXXXX X. XXXXXXX | |||
| Name: | Xxxxxx X. Xxxxxxx | |||
| Title: | Executive Vice President | |||
[Signature Page to 9% Senior Subordinated Notes due 2014 Supplemental Indenture]
| VHS SAN ANTONIO PARTNERS, LLC (successor by merger to VHS San Antonio Partners, L.P.) as Guarantor By: VHS Acquisition Subsidiary Number 5, Inc., its Member |
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| By: | /s/ XXXXXX X. XXXXXXX | |||
| Name: | Xxxxxx X. Xxxxxxx | |||
| Title: | Executive Vice President | |||
| THE ANAHEIM VHS LIMITED PARTNERSHIP, as Guarantor By: VHS of Anaheim, Inc., its General Partner |
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| By: | /s/ XXXXXX X. XXXXXXX | |||
| Name: | Xxxxxx X. Xxxxxxx | |||
| Title: | Executive Vice President | |||
| THE HUNTINGTON BEACH VHS LIMITED PARTNERSHIP, as Guarantor By: VHS of Huntington Beach, Inc., its General Partner |
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| By: | /s/ XXXXXX X. XXXXXXX | |||
| Name: | Xxxxxx X. Xxxxxxx | |||
| Title: | Executive Vice President | |||
| HEALTHCARE COMPLIANCE, L.L.C. By: Vanguard Health Management, Inc., its Member |
||||
| By: | /s/ XXXXXX X. XXXXXXX | |||
| Name: | Xxxxxx X. Xxxxxxx | |||
| Title: | Executive Vice President | |||
[Signature Page to 9% Senior Subordinated Notes due 2014 Supplemental Indenture]
| THE VHS ARIZONA IMAGING CENTERS LIMITED PARTNERSHIP, as Guarantor By: VHS Imaging Centers, Inc., its General Partner |
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| By: | /s/ XXXXXX X. XXXXXXX | |||
| Name: | Xxxxxx X. Xxxxxxx | |||
| Title: | Executive Vice President | |||
[Signature Page to 9% Senior Subordinated Notes due 2014 Supplemental Indenture]
| U.S. BANK NATIONAL ASSOCIATION, as Trustee |
||||
| By: | /s/ XXXXXXX XXXXXXXX | |||
| Name: | Xxxxxxx Xxxxxxxx | |||
| Title: | Vice President | |||
[Signature Page to 9% Senior Subordinated Notes due 2014 Supplemental Indenture]
