EXHIBIT 4.2
THIRD SUPPLEMENTAL INDENTURE
THIRD SUPPLEMENTAL INDENTURE (this "Supplemental
Indenture"), dated as of October 31, 2002 among VHS Acquisition
Subsidiary Number 11, Inc., a Delaware corporation ("VHS-11");
VHS Acquisition Subsidiary Number 12, Inc., a Delaware
corporation ("VHS-12"); VHS San Antonio Partners, L.P., a
Delaware limited partnership ("VHS-SA"); VHS Acquisition
Partnership Number 1, L.P., a Delaware limited partnership ("VHS-
LP1"); and VHS Acquisition Company Number 1, LLC, a Delaware
limited liability company ("VHS-LLC1"); (each of VHS-11, VHS-12,
VHS-SA, VHS-LP1 and VHS-LLC1 being a "Guaranteeing Subsidiary"
and, collectively, the "Guaranteeing Subsidiaries"), each
Guaranteeing Subsidiary being also a subsidiary of Vanguard
Health Systems, Inc. (or its permitted successor), a Delaware
corporation (the "Company"), the other Guarantors (as defined in
the Indenture referred to herein) and Bank One Trust Company,
N.A., as trustee under the indenture referred to below (the
"Trustee").
W I T N E S S E T H
WHEREAS, the Company has heretofore executed and delivered
to the Trustee the indenture (as amended, the "Indenture"), dated
as of July 30, 2001, providing for the issuance of an aggregate
principal amount of up to $300,000,000 of 9 3/4% Senior Subordinated
Notes due 2011 (the "Notes");
WHEREAS, Section 4.07 of the Indenture provides that each
Guaranteeing Subsidiary shall execute and deliver to the Trustee
a supplemental indenture pursuant to which the Guaranteeing
Subsidiary shall unconditionally guarantee all of the Company's
obligations under the Notes and the Indenture on the terms and
conditions set forth herein and therein (the "Note Guarantee");
and
WHEREAS, pursuant to Section 9.01 of the Indenture, the
Trustee is 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 Guaranteeing Subsidiaries, the Company
and the Trustee mutually covenant and agree for the equal and
ratable benefit of the Holders of the Notes as follows:
1. Capitalized Terms; Conflict. Capitalized terms used
herein without definition shall have the meanings assigned to
them in the Indenture. In the event of any inconsistency between
the terms of this Supplemental Indenture and the Indenture, the
terms of the Indenture shall control.
2. Agreement to Guarantee. The Guaranteeing Subsidiaries
hereby agree as follows:
(a) To jointly and severally Guarantee to each Holder
of Notes under the Indenture and to the Trustee on
behalf of the Holders:
(i) the due and punctual payment of the principal
of, premium, if any, and interest on each
Note when and as the same shall become due
and payable, whether at maturity, by
acceleration or otherwise, the
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due and
punctual payment of interest on the overdue
principal of, premium, if any, and interest
on the Notes, to the extent lawful, and the
due and punctual performance of all other
obligations of the Company to the Holders or
the Trustee, all in accordance with the terms
the Notes and the Indenture; and
(ii) in the case of any extension of time of
payment or renewal of any Notes or any of
such other obligations, the same will be
promptly paid in full when due or performed
in accordance with the terms of the extension
or renewal, at Stated Maturity, by
acceleration or otherwise, subject to the
limitations set forth in Section 10.01 of the
Indenture.
(b) The obligations hereunder are absolute and
unconditional, and nothing contained herein, or in
the Indenture or in the Notes (i) is intended to
or shall impair, as among any Guarantor and the
Holders of the Notes, the obligations of each
Guaranteeing Subsidiary, upon failure by the
Company, to pay to the Holders of the Notes the
principal of, premium, if any, and interest on the
Notes as and when the same shall become due and
payable in accordance with their terms, or (ii) is
intended to or shall affect the relative rights of
the Holders and creditors of such Guarantor, nor
shall anything herein or therein prevent any
Holder or the Trustee on their behalf from
exercising all remedies otherwise permitted by
applicable law upon default under the Indenture.
Without limiting the foregoing, nothing contained
herein, or in the Indenture or in the Notes, will
restrict the right of the Trustee or the Holders
to take any action to declare the Note Guarantee
to be due and payable prior to the Stated Maturity
of any Notes pursuant to Section 6.02 of the
Indenture or to pursue any rights or remedies
thereunder.
(c) The following is hereby waived: diligence,
presentment, demand of payment, filing of claims
with a court in the event of merger or bankruptcy
of the Company, any right to require a proceeding
first against the Company, the benefit of
discussion, protest or notice with respect to any
such Note or debt evidenced thereby and all
demands whatsoever.
(d) This Note Guarantee shall not be discharged as to
any Note except by payment in full of the
principal thereof, premium, if any, and interest
thereon and as provided in Sections 8.01, 8.02 and
8.03.
(e) If any Holder or the Trustee is required by any
court or otherwise to return to the Company, any
Guarantor, or any custodian, receiver, liquidator,
trustee, sequestrator or other similar official
acting in relation to the Company or such
Guarantor, any amount paid to the Trustee or such
Holder in respect of a Note, this Note Guarantee,
to the extent theretofore discharged, shall be
reinstated in full force and effect.
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(f) The Guaranteeing Subsidiaries shall not be
entitled to any right of subrogation in relation
to the Holders in respect of any obligations
guaranteed hereby until payment in full of all
obligations guaranteed hereby.
(g) As between the Guarantors, on the one hand, and
the Holders and the Trustee, on the other hand,
(x) the maturity of the obligations guaranteed
hereby may be accelerated as provided in Article
VI of the Indenture for the purposes of this Note
Guarantee, notwithstanding any stay, injunction or
other prohibition preventing such acceleration in
respect of the obligations guaranteed hereby, and
(y) in the event of any declaration of
acceleration of such obligations as provided in
Article VI of the Indenture, such obligations
(whether or not due and payable) shall forthwith
become due and payable by the Guarantors for the
purpose of this Note Guarantee.
(h) The Guarantors shall have the right to seek
contribution from any non-paying Guarantor to the
extent provided in the Indenture.
3. Subordination of Guarantee. The Note Guarantee shall be
subordinated pursuant to, and in accordance with the terms and
provisions of Article XII of the Indenture, which are deemed
incorporated by reference herein.
4. Execution and Delivery. The Note Guarantee shall not
be valid or become obligatory for any purpose with respect to a
Note until the certificate of authentication on such Note shall
have been signed by or on behalf of the Trustee.
5. Guaranteeing Subsidiaries May Consolidate, Etc. on
Certain Terms. Each Guaranteeing Subsidiary may not sell or
otherwise dispose of all or substantially all of its assets, or
consolidate with or merge with or into (whether or not such
Guarantor is the surviving Person) another corporation, Person or
entity whether or not affiliated with such Guarantor except in
accordance with the provisions set forth in the Indenture,
including, without limitation, Section 5.01 of the Indenture.
6. Releases. The Note Guarantee of each Guaranteeing
Subsidiary will be released in accordance with the provisions set
forth in the Indenture, including, without limitation, Section
10.3 of the Indenture.
7. New York Law to Govern. THE INTERNAL LAW OF THE STATE
OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS
SUPPLEMENTAL INDENTURE.
8. 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.
9. Effect of Headings. The Section headings herein are
for convenience only and shall not affect the construction
hereof.
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10. The Trustee. The Trustee shall not be responsible in
any manner whatsoever for or in respect of the validity, legality
or sufficiency of this Supplemental Indenture or for or in
respect of the recitals contained herein, all of which recitals
are made solely by the Guaranteeing Subsidiaries and the Company.
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.
VHS ACQUISITION SUBSIDIARY
NUMBER 11, INC.
By: /s/ James H. Spalding
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James H. Spalding
Senior Vice President
VHS ACQUISITION SUBSIDIARY
NUMBER 12, INC.
By: /s/ James H. Spalding
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James H. Spalding
Senior Vice President
VHS SAN ANTONIO PARTNERS, L.P.
By: VHS Acquisition Subsidiary
Number 5, Inc.,
General Partner
By: /s/ James H. Spalding
-------------------------------
James H. Spalding
Senior Vice President
VHS ACQUISITION PARTNERSHIP NUMBER
1, L.P.
By: VHS Acquisition Subsidiary
Number 6, Inc.,
General Partner
By: /s/ James H. Spalding
-------------------------------
James H. Spalding
Senior Vice President
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VHS ACQUISITION COMPANY
NUMBER 1, LLC
By: /s/ James H. Spalding
-------------------------------
James H. Spalding
Senior Vice President
VANGUARD HEALTH SYSTEMS, INC.
By: /s/ James H. Spalding
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James H. Spalding
Senior Vice President
BANK ONE TRUST COMPANY, N.A,
as Trustee
By: /s/ Gregory G. Cross
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Name: Gregory G. Cross
Title: Vice President
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