EXHIBIT 4.1
SUPPLEMENTAL
INDENTURE
EIGHTH SUPPLEMENTAL INDENTURE (this “ Supplemental Senior
Subordinated Indenture ”), dated as of March 24, 2009,
among BHS Physicians Alliance for ACE, LLC, a Delaware limited
liability company ( the “ New Guarantor ”) and 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 Guarantor shall execute
and deliver to the Trustee a supplemental indenture pursuant to
which the New Guarantor 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 Guarantor, 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.
