EXHIBIT 10.5 PLEDGE AGREEMENT PLEDGE AGREEMENT (as amended, modified restated and/or supplemented from time to time, this "Agreement"), dated as of September 23, 2004 among each of the undersigned pledgors (each, a "Pledgor" and, together with any...Pledge Agreement • November 12th, 2004 • VHS of Anaheim Inc • Hospital & medical service plans • New York
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERMerger Agreement • November 12th, 2004 • VHS of Anaheim Inc • Hospital & medical service plans • Delaware
WITNESSETHSupplemental Indenture • November 12th, 2004 • VHS of Anaheim Inc • Hospital & medical service plans • New York
AMENDED AND RESTATED OPERATING AGREEMENT OF HEALTHCARE COMPLIANCE, L.L.C.Operating Agreement • November 12th, 2004 • VHS of Anaheim Inc • Hospital & medical service plans • District of Columbia
EXHIBIT 10.2 SECURITY AGREEMENTSecurity Agreement • November 12th, 2004 • VHS of Anaheim Inc • Hospital & medical service plans • New York
EXECUTION VERSION FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER FIRST AMENDMENT dated as of September 23, 2004 to the Agreement and Plan of Merger (the "AGREEMENT") dated as of July 23, 2004, by and among VHS Holdings LLC, a Delaware liability...Agreement and Plan of Merger • November 12th, 2004 • VHS of Anaheim Inc • Hospital & medical service plans • Delaware
ARTICLE I GENERALLimited Partnership Agreement • November 12th, 2004 • VHS of Anaheim Inc • Hospital & medical service plans • Delaware
WITNESSETH:Indemnification Agreement • November 12th, 2004 • VHS of Anaheim Inc • Hospital & medical service plans • New York
575,000,000 9% Senior Subordinated Notes due 2014Registration Rights Agreement • November 12th, 2004 • VHS of Anaheim Inc • Hospital & medical service plans • New York
EXHIBIT 4.6 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 12th, 2004 • VHS of Anaheim Inc • Hospital & medical service plans • Delaware
EXHIBIT 10.12 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement") dated as of September 23, 2004, is made by and between Vanguard Health Systems, Inc., a Delaware corporation (the "Company"), and...Employment Agreement • November 12th, 2004 • VHS of Anaheim Inc • Hospital & medical service plans • Tennessee
EXHIBIT 10.15 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement") dated as of September 23, 2004, is made by and between Vanguard Health Systems, Inc., a Delaware corporation (the "Company"), and...Employment Agreement • November 12th, 2004 • VHS of Anaheim Inc • Hospital & medical service plans • Tennessee
EXHIBIT 3.8 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • November 12th, 2004 • VHS of Anaheim Inc • Hospital & medical service plans • Delaware
ARTICLE I GENERALAgreement of Limited Partnership • November 12th, 2004 • VHS of Anaheim Inc • Hospital & medical service plans • Delaware
OFLimited Liability Company Operating Agreement • November 12th, 2004 • VHS of Anaheim Inc • Hospital & medical service plans • Delaware
EXHIBIT 10.16 AMENDED AND RESTATED SEVERANCE PROTECTION AGREEMENT THIS AMENDED AND RESTATED SEVERANCE AGREEMENT (this "AGREEMENT") dated as of September 23, 2004, is made by and between Vanguard Health Systems, Inc., a Delaware corporation (the...Severance Protection Agreement • November 12th, 2004 • VHS of Anaheim Inc • Hospital & medical service plans • Tennessee
EXHIBIT 10.4 SUBSIDIARIES GUARANTY SUBSIDIARIES GUARANTY (GENERAL), (as amended, modified or supplemented from time to time, this "Guaranty"), dated as of September 23, 2004, made by and among each of the undersigned guarantors (each a "Guarantor"...Subsidiaries Guaranty • November 12th, 2004 • VHS of Anaheim Inc • Hospital & medical service plans
EXHIBIT 10.3 VANGUARD GUARANTY VANGUARD GUARANTY, (as amended, modified or supplemented from time to time, this "Guaranty"), dated as of September 23, 2004, made by and among the undersigned guarantor (the "Guarantor") in favor of Bank of America,...Guaranty • November 12th, 2004 • VHS of Anaheim Inc • Hospital & medical service plans • New York
EXHIBIT 10.1 CREDIT AGREEMENTCredit Agreement • November 12th, 2004 • VHS of Anaheim Inc • Hospital & medical service plans
AMENDED AND RESTATED AGREEMENT BETWEEN THE SHAREHOLDERS OF VHS ACQUISITION SUBSIDIARY NUMBER 5, INC. (a Delaware corporation)Shareholder Agreement • November 12th, 2004 • VHS of Anaheim Inc • Hospital & medical service plans • Delaware
INDENTUREIndenture • November 12th, 2004 • VHS of Anaheim Inc • Hospital & medical service plans • New York
ARTICLE 1Asset Sale Agreement • November 12th, 2004 • VHS of Anaheim Inc • Hospital & medical service plans • Massachusetts
EXHIBIT 10.31 GUARANTY OF PERFORMANCE For valuable consideration, the undersigned, VANGUARD HEALTH SYSTEMS, INC., a Delaware corporation ("Guarantor"), hereby unconditionally and irrevocably guarantees to Seller (as such term is defined below) the...Guaranty of Performance • November 12th, 2004 • VHS of Anaheim Inc • Hospital & medical service plans
For valuable consideration, the undersigned, VANGUARD HEALTH SYSTEMS, INC., a Delaware corporation ("Guarantor"), hereby unconditionally and irrevocably guarantees to Seller (as such term is defined below) the due, prompt and complete performance (including, without limitation, payment) by VHS ACQUISITION SUBSIDIARY NUMBER 7, INC., a Delaware corporation ("Purchaser"), of each and every obligation of Purchaser under that certain Asset Sale Agreement dated as of October 11, 2004 (the "Agreement"), by and among Purchaser and TENET METROWEST HEALTHCARE SYSTEM, LIMITED PARTNERSHIP, a Massachusetts limited partnership ("Tenet MW"), SAINT VINCENT HOSPITAL, L.L.C., a Massachusetts limited liability company ("SVH"), and OHM SERVICES, INC., a Massachusetts nonprofit corporation ("OHM") (Tenet MW, SVH and OHM are collectively referred to herein as "Seller"), all agreements ancillary thereto and all agreements and other documents delivered at the closing of the transactions contemplated by the Ag
INDENTUREIndenture • November 12th, 2004 • VHS of Anaheim Inc • Hospital & medical service plans • New York
BACKGROUNDTransaction and Monitoring Fee Agreement • November 12th, 2004 • VHS of Anaheim Inc • Hospital & medical service plans • New York
