| | On April 24, 2012, Vanguard Health Holding Company II, LLC (“VHS Holdco II”), a subsidiary of Vanguard Health Systems, Inc. (the “Company”), and the guarantors named therein, including the Company and certain of its subsidiaries, entered into an Incremental Commitment Agreement with Citicorp North America, Inc. (“CNAI”), JPMorgan Chase Bank, N.A. (“JPMorgan”), Royal Bank of Canada (“RBC”), Wells Fargo Bank, N.A. (“Wells Fargo” and together with CNAI, JPMorgan and RBC, the “Incremental Revolving Lenders”), and Bank of America, N.A., as Administrative Agent, Swingline Lender and Issuing Lender (the “Administrative Agent”), pursuant to which the Incremental Revolving Lenders agreed to provide additional revolving loan commitments that increased the borrowing capacity under the Company’s senior secured revolving credit facility (the “Revolving Credit Facility”) from $260 million to $365 million. The terms of the Revolving Credit Facility are provided in that certain Credit Agreement, dated as of January 29, 2010 (the “Credit Agreement”), among VHS Holdco II, Vanguard Health Holding Company I, LLC, the lenders from time to time party thereto, Bank of America, N.A., as Administrative Agent, and the other parties thereto. The increased commitments of the Incremental Revolving Lenders become effective upon the Company’s satisfaction of certain conditions on or prior to August 31, 2012, including the payment of an upfront fee to the Incremental Revolving Lenders and the delivery to the Administrative Agent of (i) a legal opinion,(ii) a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each mortgaged property and evidence of flood insurance, if required, and (iii) an officer’s certificate signed by an authorized officer of VHS Holdco II. The Revolving Credit Facility matures on January 29, 2015. |
| | The Incremental Revolving Lenders and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. The Incremental Revolving Lenders and certain of their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with the Company or its affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions. Affiliates of the Incremental Revolving Lenders also act as lenders and/or agents under the Credit Agreement and receive customary fees and expense reimbursement as consideration therefor. In addition, affiliates of certain of the Incremental Revolving Lenders also served as initial purchasers in connection with the Company’s offering of 8.0% Senior Notes due 2018 and 7.75% Senior Notes due 2019 and as underwriters in connection with the Company’s initial public offering of common stock. |
