UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 23, 2022
UNIVERSAL HEALTH SERVICES, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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1-10765 |
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23-2077891 |
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(State or other jurisdiction of |
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(Commission |
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(I.R.S. Employer |
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Incorporation or Organization) |
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File Number) |
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Identification No.) |
UNIVERSAL CORPORATE CENTER
367 SOUTH GULPH ROAD
KING OF PRUSSIA, Pennsylvania 19406
(Address of principal executive office) (Zip Code)
Registrant’s telephone number, including area code (610) 768-3300
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Class B Common Stock |
UHS |
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement
Senior Secured Credit Facility
On June 23, 2022, the Company entered into a Ninth Amendment and Increased Facility Activation Notice (the “Ninth Amendment”) to its Credit Agreement, dated as of November 15, 2010 (as amended as of March 15, 2011, September 21, 2012, May 16, 2013, August 7, 2014, June 7, 2016, October 23, 2018, August 24, 2021 and September 10, 2021), among the Company, JP Morgan Chase Bank, N.A. as administrative agent and other financial institutions or entities from time to time parties thereto, (the “Existing Credit Agreement”). The Ninth Amendment provides for the amendment of the Existing Credit Facility as of June 23, 2022 (as so amended, the “Senior Secured Credit Facility”) to add a new incremental tranche A term loan facility under the Senior Secured Credit Facility in the aggregate principal amount of $700 million (the “2022 Incremental Term Loan”).
The 2022 Incremental Term Loan will mature on August 24, 2026 (the “Tranche A Maturity Date”). The Incremental Term Loan shall be repayable for the first four quarters in equal quarterly installments (commencing September 30, 2022) in an aggregate annual amount equal to 2.5% of the original principal amount of the 2022 Incremental Term Loan and thereafter in equal quarterly installments in an aggregate annual amount equal to 5% of the original principal amount of the 2022 Incremental Term Loan. The balance of the 2022 Incremental Loan will be payable on the Tranche A Maturity Date.
In addition, the Ninth Amendment replaces the option to make Eurodollar borrowings (which bear interest by reference to the LIBOR Rate) with Term Benchmark Loans, which will bear interest by reference to the Secured Overnight Financing Rate (“SOFR”). The Company retains the right to make borrowings bearing interest at the ABR Rate. The applicable margins over the SOFR Rate and ABR Rate remain the same as under the Existing Credit Agreement (prior to the giving effect to the Ninth Amendment).
The obligations of the Company and the Company’s existing and future direct and indirect subsidiaries (the “Subsidiary Guarantors”) under the Senior Secured Credit Facility are secured, on an equal ratable basis with the holders of the Company’s 1.650% Senior Secured Notes due 2026 (the “2026 Notes”), the 2.650% Senior Secured Notes due 2030 (the “2030 Notes”) and 2.650% Senior Secured Notes due 2032 (the “2032 Notes”) pursuant to the Company’s Amended and Restated Collateral Agreement, as amended and supplemented to date.
The Company used a portion of the proceeds from the 2022 Incremental Term Loan to repay outstanding borrowings under the revolving credit facility under the Senior Secured Credit Facility, which may be reborrowed from time to time as provided therein, and the remainder will be used for general corporate purposes.
The foregoing description of the Ninth Amendment and the Senior Secured Credit Facility is a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Ninth Amendment, including the Senior Secured Credit Facility attached as Exhibit A to the Ninth Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Supplemental Indentures
On June 23, 2022, the Company, the Subsidiary Guarantors party thereto, U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee, and JPMorgan Chase Bank, N.A., as collateral agent, entered into:
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a supplemental indenture (the “2020 Supplemental Indenture”) to that certain Indenture, dated as of September 21, 2020 (as amended, supplemented and otherwise modified from time to time prior to the date hereof, the “2020 Indenture”), governing the 2030 Notes; and |
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a supplemental indenture (the “2021 Supplemental Indenture” and, together with the 2020 Supplemental Indenture, the “Supplemental Indentures”) to that certain Indenture, dated as of August 24, 2021 (as amended, supplemented and otherwise modified from time to time prior to the date hereof, the “2021 Indenture” and, together with the 2020 Indenture, the “Indentures”), governing the 2026 Notes and the 2032 Notes. |
The Supplemental Indentures added additional Subsidiary Guarantors as guarantors under the Indentures as required under the terms of the Indentures,
The foregoing description of the Supplemental Indentures is a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Supplemental Indentures, which are filed as Exhibits 4.1 and 4.2 to this Current Report on Form 8-K and are incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in response to Item 1.01 under the heading “Senior Secured Credit Facility” is incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
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Exhibit No. |
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Exhibit Description |
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4.1 |
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4.2 |
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10.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Universal Health Services, Inc. |
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By: |
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/s/ Steve Filton |
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Name: Steve Filton |
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Title: Executive Vice President and Chief Financial Officer |
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Date: June 27, 2022
Exhibit 4.1
Execution Version
SECOND SUPPLEMENTAL INDENTURE
This SECOND SUPPLEMENTAL INDENTURE, dated as of June 23, 2022 (this “Supplemental Indenture”), among Universal Health Services, Inc., a Delaware corporation (the “Issuer”), each of the direct or indirect subsidiaries of the Issuer identified on Schedule 1 attached hereto as a guaranteeing subsidiary (each, a “Guaranteeing Subsidiary” and collectively, the “Guaranteeing Subsidiaries”), the other Guarantors (as defined in the Indenture (defined below)), U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee (the “Trustee”).
RECITALS
WHEREAS, the Issuer and the Guarantors have heretofore executed and delivered to the Trustee an indenture, dated as of September 21, 2020 (the “Indenture”), providing for the issuance of 2.650% Senior Secured Notes due 2030 (the “Notes”);
WHEREAS, the Issuer, the Guarantors and the Guaranteeing Subsidiaries have authorized the execution and delivery of this Supplemental Indenture, and all things necessary to make this Supplemental Indenture a valid agreement of the Issuer, the Guarantors, the Guaranteeing Subsidiaries and the Collateral Agent have been done;
WHEREAS, the Indenture provides that under certain circumstances each Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which each Guaranteeing Subsidiary shall unconditionally Guarantee all of the Issuer’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture;
WHEREAS, Section 9.01(a)(5) of the Indenture provides that the Trustee may amend the Indenture to add a Guarantor of the Notes; 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 parties mutually covenant and agree for the equal and ratable benefit of the Holders as follows:
1.Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2.Guarantor. Each Guaranteeing Subsidiary hereby agrees to be a Guarantor under this Indenture and to be bound by the terms of the Indenture applicable to Guarantors, including Article 10 thereof.
3.Ratification of the Indenture. The Indenture, as supplemented by this Supplemental Indenture, is in all respects ratified and confirmed, and this Supplemental Indenture shall be deemed part of the Indenture in the manner and to the extent herein and therein provided.
4.Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
5.Waiver of Jury Trial. EACH OF THE ISSUER, EACH GUARANTOR, EACH GUARANTEEING SUBSIDIARY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
6.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.
7.Headings. The headings of the Sections of this Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.
[Signature Page of Supplemental Indenture Follows]
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.
ISSUER:
UNIVERSAL HEALTH SERVICES, INC.,
as Issuer
By: /s/ Steve Filton
Name:Steve Filton
Title:Executive Vice President, Chief Financial Officer
and Secretary
TRUSTEE:
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee
By:: /s/ George J. Rayzis
Name:George J. Rayzis
Title:Vice President
Signature Page of Supplemental Indenture
GUARANTEEING SUBSIDIARIES:
RIDGE OUTPATIENT COUNSELING, L.L.C.
By: UHS of Ridge, LLC, its sole member
By: /s/ Steve Filton
Name: Steve Filton
Title: Vice President
RIVERSIDE MEDICAL CLINIC PATIENT SERVICES, L.L.C.
By: UHS of Delaware, Inc., its Sole Member
By: /s/ Steve Filton
Name: Steve Filton
Title: Executive Vice President and Chief Financial
Officer
FOREST VIEW PSYCHIATRIC HOSPITAL, INC.
By: /s/ Steve Filton
Name: Steve Filton
Title: Vice President
Signature Page of Supplemental Indenture
BLOOMINGTON MEADOWS, GENERAL PARTNERSHIP
By: BHC of Indiana, General Partnership,
its General Partner
By: Columbus Hospital Partners, LLC,
its General Partner
By: Lebanon Hospital Partners, LLC,
its General Partner
By: Northern Indiana Partners, LLC,
its General Partner
By: Valle Vista Hospital Partners, LLC,
its General Partner
By: BHC Healthcare, LLC,
the Sole Member of each of the
above General Partners
By: BHC Holdings, Inc.
its Sole Member
By: /s/ Steve Filton
Name: Steve Filton
Title: Vice President
By: Indiana Psychiatric Institutes, LLC,
its General Partner
By: BHC Healthcare, LLC,
its Sole Member
By: BHC Holdings, Inc.
its Sole Member
By: /s/ Steve Filton
Name: Steve Filton
Title: Vice President
GUARANTORS:
[Guarantor signature blocks begin on the following page]
Signature Page of Supplemental Indenture
UHS OF DELAWARE, INC.
By: /s/ Steve Filton
Name: Steve Filton
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Title: Executive Vice President and Chief Financial Officer |
Signature Page of Supplemental Indenture
LANCASTER HOSPITAL CORPORATION
MERION BUILDING MANAGEMENT, INC.
NORTHWEST TEXAS HEALTHCARE SYSTEM, INC.
UHS HOLDING COMPANY, INC.
UHS OF CORNERSTONE, INC.
UHS OF CORNERSTONE HOLDINGS, INC.
UHS OF D.C., INC.
UHS-CORONA, INC.
UNIVERSAL HEALTH SERVICES OF PALMDALE, INC.
VALLEY HOSPITAL MEDICAL CENTER, INC.
SPARKS FAMILY HOSPITAL, INC.
UHS OF RIVER PARISHES, INC.
UHS OF TEXOMA, INC.
UNIVERSAL HEALTH SERVICES OF RANCHO SPRINGS, INC.
By:: /s/ Steve Filton
Name: Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
ABS LINCS VA, INC.
ALLIANCE HEALTH CENTER, INC.
ALTERNATIVE BEHAVIORAL SERVICES, INC.
ASCEND HEALTH CORPORATION
BENCHMARK BEHAVIORAL HEALTH SYSTEM, INC.
BHC ALHAMBRA HOSPITAL, INC.
BHC BELMONT PINES HOSPITAL, INC.
BHC FAIRFAX HOSPITAL, INC.
BHC FOX RUN HOSPITAL, INC.
BHC FREMONT HOSPITAL, INC.
BHC HEALTH SERVICES OF NEVADA, INC.
BHC HERITAGE OAKS HOSPITAL, INC.
BHC HOLDINGS, INC.
BHC INTERMOUNTAIN HOSPITAL, INC.
BHC MONTEVISTA HOSPITAL, INC.
BHC SIERRA VISTA HOSPITAL, INC.
BHC STREAMWOOD HOSPITAL, INC.
BRENTWOOD ACQUISITION, INC.
BRENTWOOD ACQUISITION - SHREVEPORT, INC.
BRYNN MARR HOSPITAL, INC.
CALVARY CENTER, INC.
CANYON RIDGE HOSPITAL, INC.
CCS/LANSING, INC.
CEDAR SPRINGS HOSPITAL, INC.
CHILDREN’S COMPREHENSIVE SERVICES, INC.
DEL AMO HOSPITAL, INC.
FIRST HOSPITAL CORPORATION OF VIRGINIA BEACH
FORT LAUDERDALE HOSPITAL, INC.
FRN, INC.
FRONTLINE BEHAVIORAL HEALTH, INC.
GREAT PLAINS HOSPITAL, INC.
GULF COAST TREATMENT CENTER, INC.
H. C. CORPORATION
HARBOR POINT BEHAVIORAL HEALTH CENTER, INC.
HAVENWYCK HOSPITAL INC.
HHC AUGUSTA, INC.
HHC DELAWARE, INC.
HHC INDIANA, INC.
HHC OHIO, INC.
HHC RIVER PARK, INC.
HHC SOUTH CAROLINA, INC.
HHC ST. SIMONS, INC.
HORIZON HEALTH AUSTIN, INC.
HSA HILL CREST CORPORATION
KIDS BEHAVIORAL HEALTH OF UTAH, INC.
LAUREL OAKS BEHAVIORAL HEALTH CENTER, INC.
MERIDELL ACHIEVEMENT CENTER, INC.
MICHIGAN PSYCHIATRIC SERVICES, INC.
NORTH SPRING BEHAVIORAL HEALTHCARE, INC.
OAK PLAINS ACADEMY OF TENNESSEE, INC.
PARK HEALTHCARE COMPANY
PENNSYLVANIA CLINICAL SCHOOLS, INC.
PREMIER BEHAVIORAL SOLUTIONS, INC.
PREMIER BEHAVIORAL SOLUTIONS OF FLORIDA, INC.
PSYCHIATRIC SOLUTIONS, INC.
PSYCHIATRIC SOLUTIONS OF VIRGINIA, INC.
RAMSAY YOUTH SERVICES OF GEORGIA, INC.
RIVER OAKS, INC.
RIVEREDGE HOSPITAL HOLDINGS, INC.
SOUTHEASTERN HOSPITAL CORPORATION
SPRINGFIELD HOSPITAL, INC.
STONINGTON BEHAVIORAL HEALTH, INC.
SUMMIT OAKS HOSPITAL, INC.
TEMECULA VALLEY HOSPITAL, INC.
TEMPLE BEHAVIORAL HEALTHCARE HOSPITAL, INC.
TEXAS HOSPITAL HOLDINGS, INC.
THE ARBOUR, INC.
TWO RIVERS PSYCHIATRIC HOSPITAL, INC.
UHS CHILDREN SERVICES, INC.
UHS OF DENVER, INC.
UHS OF FAIRMOUNT, INC.
UHS OF FULLER, INC.
UHS OF GEORGIA, INC.
UHS OF GEORGIA HOLDINGS, INC.
UHS OF HAMPTON, INC.
UHS OF HARTGROVE, INC
UHS OF PARKWOOD, INC.
UHS OF PENNSYLVANIA, INC.
UHS OF PROVO CANYON, INC.
UHS OF PUERTO RICO, INC.
UHS OF SPRING MOUNTAIN, INC.
Signature Page of Supplemental Indenture
UHS OF TIMPANOGOS, INC.
UHS OF WESTWOOD PEMBROKE, INC.
UHS OF WYOMING, INC.
UHS SAHARA, INC.
UNITED HEALTHCARE OF HARDIN, INC.
WINDMOOR HEALTHCARE INC.
WINDMOOR HEALTHCARE OF PINELLAS PARK, INC.
WISCONSIN AVENUE PSYCHIATRIC CENTER, INC.
Signature Page of Supplemental Indenture
AIKEN REGIONAL MEDICAL CENTERS, LLC
LA AMISTAD RESIDENTIAL TREATMENT CENTER, LLC
PALM POINT BEHAVIORAL HEALTH, LLC
TENNESSEE CLINICAL SCHOOLS, LLC
THE BRIDGEWAY, LLC
TURNING POINT CARE CENTER, LLC
UHS OF BENTON, LLC
UHS OF BOWLING GREEN, LLC
UHS OF GREENVILLE, LLC
UHS OF LAKESIDE, LLC
UHS OF PHOENIX, LLC
UHS OF RIDGE, LLC
UHS OF ROCKFORD, LLC
UHS OF TUCSON, LLC
UHS SUB III, LLC
UHSD, L.L.C.
WELLINGTON REGIONAL MEDICAL CENTER, LLC
By: Universal Health Services, Inc.
Its sole member
By: /s/ Steve Filton
Name:Steve Filton
Title:Executive Vice President, Secretary and Chief Financial Officer
Signature Page of Supplemental Indenture
FORT DUNCAN MEDICAL CENTER, L.P.
By: Fort Duncan Medical Center, Inc.
Its general partner
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
FRONTLINE HOSPITAL, LLC
FRONTLINE RESIDENTIAL TREATMENT CENTER, LLC
By: Frontline Behavioral Health, Inc.
Its sole member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
KEYS GROUP HOLDINGS LLC
By: UHS Children Services, Inc.
Its sole member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
KEYSTONE/CCS PARTNERS LLC
By: Children’s Comprehensive Services, Inc.
Its Minority Member
By: KEYS Group Holdings LLC
Its Managing Member and sole member of the minority member
By: UHS Children Services, Inc.
Its sole member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
KEYSTONE CONTINUUM, LLC
KEYSTONE NPS LLC
KEYSTONE RICHLAND CENTER LLC
By: Keystone/CCS Partners LLC
Its sole member
By: Children’s Comprehensive Services, Inc.
Its minority member
By: KEYS Group Holdings LLC
Its managing member and sole member of the minority member
By: UHS Children Services, Inc.
Its sole member
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By: |
/s/ Steve Filton |
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
KEYSTONE EDUCATION AND YOUTH SERVICES, LLC
By: KEYS Group Holdings LLC
Its sole member
By: UHS Children Services, Inc.
Its sole member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
KEYSTONE MARION, LLC
KEYSTONE MEMPHIS, LLC
KEYSTONE NEWPORT NEWS, LLC
KEYSTONE WSNC, L.L.C.
By: Keystone Education and Youth Services, LLC
Its sole member
By: KEYS Group Holdings LLC
Its sole member
By: UHS Children Services, Inc.
Its sole member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
MANATEE MEMORIAL HOSPITAL, L.P.
By: Wellington Regional Medical Center, LLC
Its general partner
By: Universal Health Services, Inc.,
Its sole member
By: /s/ Steve Filton
Name:Steve Filton
Title:Executive Vice President, Secretary and Chief Financial Officer
Signature Page of Supplemental Indenture
MCALLEN HOSPITALS, L.P.
By: McAllen Medical Center, Inc.
Its general partner
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
PENDLETON METHODIST HOSPITAL, L.L.C.
By: UHS of River Parishes, Inc.
Its managing member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
GULPH MILLS ASSOCIATES, LLC
TBD ACQUISITION II, LLC
UHS KENTUCKY HOLDINGS, L.L.C.
UHS OF LANCASTER, LLC
UHS OF NEW ORLEANS, LLC
UHS OF OKLAHOMA, LLC
UHSL, L.L.C.
AZ HOLDING 4, LLC
UHS MIDWEST BEHAVIORAL HEALTH, LLC
By: UHS of Delaware, Inc.
Its sole member
By: /s/ Steve Filton
Name:Steve Filton
Title:Executive Vice President and Chief Financial Officer
Signature Page of Supplemental Indenture
UHS OF ANCHOR, L.P.
UHS OF LAUREL HEIGHTS, L.P.
UHS OF PEACHFORD, L.P.
By: UHS of Georgia, Inc.
Its general partner
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
UHS OF CENTENNIAL PEAKS, L.L.C.
By: UHS of Denver, Inc.
Its sole member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
UHS OF DOVER, L.L.C.
By: UHS of Rockford, LLC
Its sole member
By: Universal Health Services, Inc.
Its sole member
By: /s/ Steve Filton
Name:Steve Filton
Title:Executive Vice President, Secretary and Chief Financial Officer
Signature Page of Supplemental Indenture
UHS OF DOYLESTOWN, L.L.C.
By: UHS of Pennsylvania, Inc.
Its sole member
By: /s/ Steve Filton
Name: Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
UHS OF SALT LAKE CITY, L.L.C.
By: UHS of Provo Canyon, Inc.
Its sole member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
UHS OF SAVANNAH, L.L.C.
By: UHS of Georgia Holdings, Inc.
Its sole member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
UHS OKLAHOMA CITY LLC
UHS OF SPRINGWOODS, L.L.C.
By: UHS of New Orleans, LLC
Its sole member
By: UHS of Delaware, Inc.
Its sole member
By: /s/ Steve Filton
Name: Steve Filton
Title:Executive Vice President and Chief Financial Officer
Signature Page of Supplemental Indenture
UHS OF SUMMITRIDGE, L.L.C.
By: UHS of Peachford, L.P.
Its sole member
By: UHS of Georgia, Inc.
Its general partner
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
PSYCHIATRIC SOLUTIONS HOSPITALS, LLC
By: Psychiatric Solutions, Inc.
Its Sole Member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
DIAMOND GROVE CENTER, LLC
KMI ACQUISITION, LLC
LIBERTY POINT BEHAVIORAL HEALTHCARE, LLC
PSJ ACQUISITION, LLC
SHADOW MOUNTAIN BEHAVIORAL HEALTH SYSTEM,
LLC
SUNSTONE BEHAVIORAL HEALTH, LLC
TBD ACQUISITION, LLC
By: Psychiatric Solutions Hospitals, LLC
Its Sole Member
By: Psychiatric Solutions, Inc.
Its Sole Member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
ATLANTIC SHORES HOSPITAL, LLC
EMERALD COAST BEHAVIORAL HOSPITAL, LLC
OCALA BEHAVIORAL HEALTH, LLC
PALMETTO BEHAVIORAL HEALTH HOLDINGS, LLC
RAMSAY MANAGED CARE, LLC
SAMSON PROPERTIES, LLC
TBJ BEHAVIORAL CENTER, LLC
THREE RIVERS HEALTHCARE GROUP, LLC
WEKIVA SPRINGS CENTER, LLC
ZEUS ENDEAVORS, LLC
By: Premier Behavioral Solutions, Inc.
Its Sole Member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
PALMETTO BEHAVIORAL HEALTH SYSTEM, L.L.C.
By: Palmetto Behavioral Health Holdings, LLC
Its Sole Member
By: Premier Behavioral Solutions, Inc.
Its Sole Member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
PALMETTO LOWCOUNTRY BEHAVIORAL HEALTH,
L.L.C.
By: Palmetto Behavioral Health System, L.L.C.
Its Sole Member
By: Palmetto Behavioral Health Holdings, LLC
Its Sole Member
By: Premier Behavioral Solutions, Inc.
Its Sole Member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
SP BEHAVIORAL, LLC
UNIVERSITY BEHAVIORAL, LLC
By: Ramsay Managed Care, LLC
Its Sole Member
By: Premier Behavioral Solutions, Inc.
Its Sole Member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
THREE RIVERS BEHAVIORAL HEALTH, LLC
By: Three Rivers Healthcare Group, LLC
Its Sole Member
By: Premier Behavioral Solutions, Inc.
Its Sole Member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
THE NATIONAL DEAF ACADEMY, LLC
By: Zeus Endeavors, LLC
Its Sole Member
By: Premier Behavioral Solutions, Inc.
Its Sole Member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
WILLOW SPRINGS, LLC
By: BHC Health Services of Nevada, Inc.
Its Sole Member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
BEHAVIORAL HEALTHCARE LLC
By: BHC Holdings, Inc.
Its Sole Member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
BHC PINNACLE POINTE HOSPITAL, LLC
BHC PROPERTIES, LLC
COLUMBUS HOSPITAL PARTNERS, LLC
HOLLY HILL HOSPITAL, LLC
LEBANON HOSPITAL PARTNERS, LLC
NORTHERN INDIANA PARTNERS, LLC
ROLLING HILLS HOSPITAL, LLC
VALLE VISTA HOSPITAL PARTNERS, LLC
By: Behavioral Healthcare LLC
Its Sole Member
By: BHC Holdings, Inc.
Its Sole Member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
BHC MESILLA VALLEY HOSPITAL, LLC
BHC NORTHWEST PSYCHIATRIC HOSPITAL, LLC
CUMBERLAND HOSPITAL PARTNERS, LLC
By: BHC Properties, LLC
Its Sole Member
By: Behavioral Healthcare LLC
Its Sole Member
By: BHC Holdings, Inc.
Its Sole Member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
CUMBERLAND HOSPITAL, LLC
By: Cumberland Hospital Partners, LLC
Its Managing Member
By: BHC Properties, LLC
Its Minority Member and Sole Member of the Managing Member
By: Behavioral Healthcare LLC
Its Sole Member
By: BHC Holdings, Inc.
Its Sole Member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
VALLE VISTA, LLC
By: BHC of Indiana, General Partnership
Its Sole Member
By: Columbus Hospital Partners, LLC
Its General Partner
By: Lebanon Hospital Partners, LLC
Its General Partner
By: Northern Indiana Partners, LLC
Its General Partner
By: Valle Vista Hospital Partners, LLC
Its General Partner
By: Behavioral Healthcare LLC
The Sole Member of each of the above General Partners
By: BHC Holdings, Inc.
Its Sole Member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
WELLSTONE REGIONAL HOSPITAL ACQUISITION, LLC
By: Wellstone Holdings, Inc.
Its Minority Member
By: Behavioral Healthcare LLC
Its Managing Member and Sole Member of the Minority Member
By: BHC Holdings, Inc.
Its Sole Member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
HORIZON HEALTH HOSPITAL SERVICES, LLC
HORIZON MENTAL HEALTH MANAGEMENT, LLC
By: Horizon Health Corporation
Its Sole Member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
HHC PENNSYLVANIA, LLC
HHC POPLAR SPRINGS, LLC
KINGWOOD PINES HOSPITAL, LLC
SCHICK SHADEL OF FLORIDA, LLC
TOLEDO HOLDING CO., LLC
By: Horizon Health Hospital Services, LLC
Its Sole Member
By: Horizon Health Corporation
Its Sole Member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
HICKORY TRAIL HOSPITAL, L.P.
MILLWOOD HOSPITAL, L.P.
NEURO INSTITUTE OF AUSTIN, L.P.
TEXAS CYPRESS CREEK HOSPITAL, L.P.
TEXAS LAUREL RIDGE HOSPITAL, L.P.
TEXAS OAKS PSYCHIATRIC HOSPITAL, L.P.
TEXAS SAN MARCOS TREATMENT CENTER, L.P.
TEXAS WEST OAKS HOSPITAL, L.P.
By: Texas Hospital Holdings, LLC
Its General Partner
By: Psychiatric Solutions Hospitals, LLC
Its Sole Member
By: Psychiatric Solutions, Inc.
Its Sole Member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
SHC-KPH, LP
By: HHC Kingwood Investment, LLC
Its General Partner
By: Horizon Health Hospital Services, LLC
Sole member of the General Partner
By: Horizon Health Corporation
Its sole member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
H.C. PARTNERSHIP
By: H. C. Corporation
Its General Partner
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
By: HSA Hill Crest Corporation
Its General Partner
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
BHC OF INDIANA, GENERAL PARTNERSHIP
By: Columbus Hospital Partners, LLC
Its General Partner
By: Lebanon Hospital Partners, LLC
Its General Partner
By: Northern Indiana Partners, LLC
Its General Partner
By: Valle Vista Hospital Partners, LLC
Its General Partner
By: BHC Healthcare, LLC
The Sole Member of each of the above General Partners
By: BHC Holdings, Inc.
Its Sole Member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
INDEPENDENCE PHYSICIAN MANAGEMENT, LLC
By: UHS of Fairmount, Inc.
Its sole member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
Behavioral Health Management, LLC
Behavioral Health Realty, LLC
CAT Realty, LLC
CAT Seattle, LLC
MAYHILL BEHAVIORAL HEALTH, LLC
Psychiatric Realty, LLC
RR RECOVERY, LLC
Salt Lake Behavioral Health, LLC
Salt Lake Psychiatric Realty, LLC
UBH OF OREGON, LLC
UBH of Phoenix, LLC
UBH of Phoenix Realty, LLC
University Behavioral Health of El Paso, LLC
By: Ascend Health Corporation
Its sole member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
GARFIELD PARK HOSPITAL, LLC
By: UHS of Hartgrove, Inc.
Its sole member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
abs lincs ky, llc
HUGHES CENTER, LLC
By: Alternative Behavioral Services, Inc.
Its sole member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
VALLEY HEALTH SYSTEM LLC
By: Valley Hospital Medical Center, Inc.
Its sole member
By: /s/ Steve Filton
Name: Steve Filton
Title: Vice President
Signature Page of Supplemental Indenture
UHP LP
By: Island 77 LLC
Its general partner
By: Ascend Health Corporation
Its sole member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
BEACH 77 LP
By: 2026 W. University Properties, LLC
Its general partner
By: Ascend Health Corporation
Its sole member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
CORAL SHORES BEHAVIORAL HEALTH, LLC
By: Children’s Comprehensive Services, Inc.
Its sole member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
DVH HOSPITAL ALLIANCE LLC
By: UHS Holding Company, Inc.
Its sole member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
DHP 2131 K ST, LLC
By: District Hospital Partners, L.P.
Its sole member
By: UHS of D.C., Inc.
Its general partner
By: /s/ Steve Filton
Name: Steve Filton
Title: Vice President
Signature Page of Supplemental Indenture
UHS FUNDING, LLC
By: UHS of Delaware, Inc.
Its majority member
By: /s/ Steve Filton
Name: Steve Filton
Title: Executive Vice President and Chief Financial Officer
By: Universal Health Services, Inc.
Its minority member
By: /s/ Steve Filton
Name: Steve Filton
Title: Executive Vice President, Chief Financial Officer and Secretary
Signature Page of Supplemental Indenture
MILWAUKEE BEHAVIORAL HEALTH, LLC
By: UHS of Delaware, Inc.
Its minority member
By: /s/ Steve Filton
Name: Steve Filton
Title: Executive Vice President and Chief Financial Officer
By: UHS Funding, LLC
Its majority member
By: UHS of Delaware, Inc.
Its majority member
By: /s/ Steve Filton
Name: Steve Filton
Title: Executive Vice President and Chief Financial Officer
Signature Page of Supplemental Indenture
FANNIN MANAGEMENT SERVICES, LLC
By: UHS of Texoma, Inc.
Its sole member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
SCHEDULE 1
GUARANTEEING SUBSIDIARIES
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1. |
Bloomington Meadows, General Partnership, a Tennessee general partnership |
|
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2. |
Forest View Psychiatric Hospital, Inc., a Michigan corporation |
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3. |
Ridge Outpatient Counseling, L.L.C., a Kentucky limited liability company |
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4. |
Riverside Medical Clinic Patient Services, L.L.C., a California limited liability company |
109206869.3
Exhibit 4.2
Execution Version
FIRST SUPPLEMENTAL INDENTURE
This FIRST SUPPLEMENTAL INDENTURE, dated as of June 23, 2022 (this “Supplemental Indenture”), among Universal Health Services, Inc., a Delaware corporation (the “Issuer”), each of the direct or indirect subsidiaries of the Issuer identified on Schedule 1 attached hereto as a guaranteeing subsidiary (each, a “Guaranteeing Subsidiary” and collectively, the “Guaranteeing Subsidiaries”), the other Guarantors (as defined in the Indenture (defined below)), and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee (the “Trustee”).
RECITALS
WHEREAS, the Issuer and the Guarantors have heretofore executed and delivered to the Trustee an indenture, dated as of August 24, 2021 (the “Indenture”), providing for the issuance of (i) 1.650% Senior Secured Notes due 2026 and (ii) 2.650% Senior Secured Notes due 2032 (collectively, the “Notes”);
WHEREAS, the Issuer, the Guarantors and the Guaranteeing Subsidiaries have authorized the execution and delivery of this Supplemental Indenture, and all things necessary to make this Supplemental Indenture a valid agreement of the Issuer, the Guarantors, the Guaranteeing Subsidiaries and the Collateral Agent have been done;
WHEREAS, the Indenture provides that under certain circumstances each Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which each Guaranteeing Subsidiary shall unconditionally Guarantee all of the Issuer’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture;
WHEREAS, Section 9.01(a)(5) of the Indenture provides that the Trustee may amend the Indenture to add a Guarantor of the Notes; 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 parties mutually covenant and agree for the equal and ratable benefit of the Holders as follows:
1.Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2.Guarantor. Each Guaranteeing Subsidiary hereby agrees to be a Guarantor under this Indenture and to be bound by the terms of the Indenture applicable to Guarantors, including Article 10 thereof.
3.Ratification of the Indenture. The Indenture, as supplemented by this Supplemental Indenture, is in all respects ratified and confirmed, and this Supplemental Indenture shall be deemed part of the Indenture in the manner and to the extent herein and therein provided.
4.Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
5.Waiver of Jury Trial. EACH OF THE ISSUER, EACH GUARANTOR, EACH GUARANTEEING SUBSIDIARY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
6.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.
7.Headings. The headings of the Sections of this Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.
[Signature Page of Supplemental Indenture Follows]
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.
ISSUER:
UNIVERSAL HEALTH SERVICES, INC.,
as Issuer
By: /s/ Steve Filton
Name:Steve Filton
Title:Executive Vice President, Chief Financial Officer
and Secretary
TRUSTEE:
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee
By: /s/ George J. Rayzis
Name:George J. Rayzis
Title:Vice President
Signature Page of Supplemental Indenture
GUARANTEEING SUBSIDIARIES:
RIDGE OUTPATIENT COUNSELING, L.L.C.
By: UHS of Ridge, LLC, its sole member
By: /s/ Steve Filton
Name: Steve Filton
Title: Vice President
RIVERSIDE MEDICAL CLINIC PATIENT SERVICES, L.L.C.
By: UHS of Delaware, Inc., its Sole Member
By: /s/ Steve Filton
Name: Steve Filton
Title: Executive Vice President and Chief Financial
Officer
FOREST VIEW PSYCHIATRIC HOSPITAL, INC.
By : /s/ Steve Filton
Name: Steve Filton
Title: Vice President
Signature Page of Supplemental Indenture
BLOOMINGTON MEADOWS, GENERAL PARTNERSHIP
By: BHC of Indiana, General Partnership,
its General Partner
By: Columbus Hospital Partners, LLC,
its General Partner
By: Lebanon Hospital Partners, LLC,
its General Partner
By: Northern Indiana Partners, LLC,
its General Partner
By: Valle Vista Hospital Partners, LLC,
its General Partner
By: BHC Healthcare, LLC,
the Sole Member of each of the
above General Partners
By: BHC Holdings, Inc.
its Sole Member
By: : /s/ Steve Filton
Name: Steve Filton
Title: Vice President
By: Indiana Psychiatric Institutes, LLC,
its General Partner
By: BHC Healthcare, LLC,
its Sole Member
By: BHC Holdings, Inc.
its Sole Member
By: : /s/ Steve Filton
Name: Steve Filton
Title: Vice President
GUARANTORS:
[Guarantor signature blocks begin on the following page]
Signature Page of Supplemental Indenture
By /s/ Steve Filton
Name: Steve Filton
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Title: Executive Vice President and Chief Financial Officer |
Signature Page of Supplemental Indenture
LANCASTER HOSPITAL CORPORATION
MERION BUILDING MANAGEMENT, INC.
NORTHWEST TEXAS HEALTHCARE SYSTEM, INC.
UHS HOLDING COMPANY, INC.
UHS OF CORNERSTONE, INC.
UHS OF CORNERSTONE HOLDINGS, INC.
UHS OF D.C., INC.
UHS-CORONA, INC.
UNIVERSAL HEALTH SERVICES OF PALMDALE, INC.
VALLEY HOSPITAL MEDICAL CENTER, INC.
SPARKS FAMILY HOSPITAL, INC.
UHS OF RIVER PARISHES, INC.
UHS OF TEXOMA, INC.
UNIVERSAL HEALTH SERVICES OF RANCHO SPRINGS, INC.
By: /s/ Steve Filton
Name: Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
ABS LINCS VA, INC.
ALLIANCE HEALTH CENTER, INC.
ALTERNATIVE BEHAVIORAL SERVICES, INC.
ASCEND HEALTH CORPORATION
BENCHMARK BEHAVIORAL HEALTH SYSTEM, INC.
BHC ALHAMBRA HOSPITAL, INC.
BHC BELMONT PINES HOSPITAL, INC.
BHC FAIRFAX HOSPITAL, INC.
BHC FOX RUN HOSPITAL, INC.
BHC FREMONT HOSPITAL, INC.
BHC HEALTH SERVICES OF NEVADA, INC.
BHC HERITAGE OAKS HOSPITAL, INC.
BHC HOLDINGS, INC.
BHC INTERMOUNTAIN HOSPITAL, INC.
BHC MONTEVISTA HOSPITAL, INC.
BHC SIERRA VISTA HOSPITAL, INC.
BHC STREAMWOOD HOSPITAL, INC.
BRENTWOOD ACQUISITION, INC.
BRENTWOOD ACQUISITION - SHREVEPORT, INC.
BRYNN MARR HOSPITAL, INC.
CALVARY CENTER, INC.
CANYON RIDGE HOSPITAL, INC.
CCS/LANSING, INC.
CEDAR SPRINGS HOSPITAL, INC.
CHILDREN’S COMPREHENSIVE SERVICES, INC.
DEL AMO HOSPITAL, INC.
FIRST HOSPITAL CORPORATION OF VIRGINIA BEACH
FORT LAUDERDALE HOSPITAL, INC.
FRN, INC.
FRONTLINE BEHAVIORAL HEALTH, INC.
GREAT PLAINS HOSPITAL, INC.
GULF COAST TREATMENT CENTER, INC.
H. C. CORPORATION
HARBOR POINT BEHAVIORAL HEALTH CENTER, INC.
HAVENWYCK HOSPITAL INC.
HHC AUGUSTA, INC.
HHC DELAWARE, INC.
HHC INDIANA, INC.
HHC OHIO, INC.
HHC RIVER PARK, INC.
HHC SOUTH CAROLINA, INC.
HHC ST. SIMONS, INC.
HORIZON HEALTH AUSTIN, INC.
HSA HILL CREST CORPORATION
KIDS BEHAVIORAL HEALTH OF UTAH, INC.
LAUREL OAKS BEHAVIORAL HEALTH CENTER, INC.
MERIDELL ACHIEVEMENT CENTER, INC.
MICHIGAN PSYCHIATRIC SERVICES, INC.
NORTH SPRING BEHAVIORAL HEALTHCARE, INC.
OAK PLAINS ACADEMY OF TENNESSEE, INC.
PARK HEALTHCARE COMPANY
PENNSYLVANIA CLINICAL SCHOOLS, INC.
PREMIER BEHAVIORAL SOLUTIONS, INC.
PREMIER BEHAVIORAL SOLUTIONS OF FLORIDA, INC.
PSYCHIATRIC SOLUTIONS, INC.
PSYCHIATRIC SOLUTIONS OF VIRGINIA, INC.
RAMSAY YOUTH SERVICES OF GEORGIA, INC.
RIVER OAKS, INC.
RIVEREDGE HOSPITAL HOLDINGS, INC.
SOUTHEASTERN HOSPITAL CORPORATION
SPRINGFIELD HOSPITAL, INC.
STONINGTON BEHAVIORAL HEALTH, INC.
SUMMIT OAKS HOSPITAL, INC.
TEMECULA VALLEY HOSPITAL, INC.
TEMPLE BEHAVIORAL HEALTHCARE HOSPITAL, INC.
TEXAS HOSPITAL HOLDINGS, INC.
THE ARBOUR, INC.
TWO RIVERS PSYCHIATRIC HOSPITAL, INC.
UHS CHILDREN SERVICES, INC.
UHS OF DENVER, INC.
UHS OF FAIRMOUNT, INC.
UHS OF FULLER, INC.
UHS OF GEORGIA, INC.
UHS OF GEORGIA HOLDINGS, INC.
UHS OF HAMPTON, INC.
UHS OF HARTGROVE, INC
UHS OF PARKWOOD, INC.
UHS OF PENNSYLVANIA, INC.
UHS OF PROVO CANYON, INC.
UHS OF PUERTO RICO, INC.
UHS OF SPRING MOUNTAIN, INC.
Signature Page of Supplemental Indenture
UHS OF TIMPANOGOS, INC.
UHS OF WESTWOOD PEMBROKE, INC.
UHS OF WYOMING, INC.
UHS SAHARA, INC.
UNITED HEALTHCARE OF HARDIN, INC.
WINDMOOR HEALTHCARE INC.
WINDMOOR HEALTHCARE OF PINELLAS PARK, INC.
WISCONSIN AVENUE PSYCHIATRIC CENTER, INC.
Signature Page of Supplemental Indenture
AIKEN REGIONAL MEDICAL CENTERS, LLC
LA AMISTAD RESIDENTIAL TREATMENT CENTER, LLC
PALM POINT BEHAVIORAL HEALTH, LLC
TENNESSEE CLINICAL SCHOOLS, LLC
THE BRIDGEWAY, LLC
TURNING POINT CARE CENTER, LLC
UHS OF BENTON, LLC
UHS OF BOWLING GREEN, LLC
UHS OF GREENVILLE, LLC
UHS OF LAKESIDE, LLC
UHS OF PHOENIX, LLC
UHS OF RIDGE, LLC
UHS OF ROCKFORD, LLC
UHS OF TUCSON, LLC
UHS SUB III, LLC
UHSD, L.L.C.
WELLINGTON REGIONAL MEDICAL CENTER, LLC
By: Universal Health Services, Inc.
Its sole member
By: /s/ Steve Filton
Name:Steve Filton
Title:Executive Vice President, Secretary and Chief Financial Officer
Signature Page of Supplemental Indenture
FORT DUNCAN MEDICAL CENTER, L.P.
By: Fort Duncan Medical Center, Inc.
Its general partner
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
FRONTLINE HOSPITAL, LLC
FRONTLINE RESIDENTIAL TREATMENT CENTER, LLC
By: Frontline Behavioral Health, Inc.
Its sole member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
KEYS GROUP HOLDINGS LLC
By: UHS Children Services, Inc.
Its sole member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
KEYSTONE/CCS PARTNERS LLC
By: Children’s Comprehensive Services, Inc.
Its Minority Member
By: KEYS Group Holdings LLC
Its Managing Member and sole member of the minority member
By: UHS Children Services, Inc.
Its sole member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
KEYSTONE CONTINUUM, LLC
KEYSTONE NPS LLC
KEYSTONE RICHLAND CENTER LLC
By: Keystone/CCS Partners LLC
Its sole member
By: Children’s Comprehensive Services, Inc.
Its minority member
By: KEYS Group Holdings LLC
Its managing member and sole member of the minority member
By: UHS Children Services, Inc.
Its sole member
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|
By: |
/s/ Steve Filton |
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
KEYSTONE EDUCATION AND YOUTH SERVICES, LLC
By: KEYS Group Holdings LLC
Its sole member
By: UHS Children Services, Inc.
Its sole member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
KEYSTONE MARION, LLC
KEYSTONE MEMPHIS, LLC
KEYSTONE NEWPORT NEWS, LLC
KEYSTONE WSNC, L.L.C.
By: Keystone Education and Youth Services, LLC
Its sole member
By: KEYS Group Holdings LLC
Its sole member
By: UHS Children Services, Inc.
Its sole member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
MANATEE MEMORIAL HOSPITAL, L.P.
By: Wellington Regional Medical Center, LLC
Its general partner
By: Universal Health Services, Inc.,
Its sole member
By: /s/ Steve Filton
Name:Steve Filton
Title:Executive Vice President, Secretary and Chief Financial Officer
Signature Page of Supplemental Indenture
MCALLEN HOSPITALS, L.P.
By: McAllen Medical Center, Inc.
Its general partner
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
PENDLETON METHODIST HOSPITAL, L.L.C.
By: UHS of River Parishes, Inc.
Its managing member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
GULPH MILLS ASSOCIATES, LLC
TBD ACQUISITION II, LLC
UHS KENTUCKY HOLDINGS, L.L.C.
UHS OF LANCASTER, LLC
UHS OF NEW ORLEANS, LLC
UHS OF OKLAHOMA, LLC
UHSL, L.L.C.
AZ HOLDING 4, LLC
UHS MIDWEST BEHAVIORAL HEALTH, LLC
By: UHS of Delaware, Inc.
Its sole member
By: /s/ Steve Filton
Name:Steve Filton
Title:Executive Vice President and Chief Financial Officer
Signature Page of Supplemental Indenture
UHS OF ANCHOR, L.P.
UHS OF LAUREL HEIGHTS, L.P.
UHS OF PEACHFORD, L.P.
By: UHS of Georgia, Inc.
Its general partner
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
UHS OF CENTENNIAL PEAKS, L.L.C.
By: UHS of Denver, Inc.
Its sole member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
UHS OF DOVER, L.L.C.
By: UHS of Rockford, LLC
Its sole member
By: Universal Health Services, Inc.
Its sole member
By: /s/ Steve Filton
Name:Steve Filton
Title:Executive Vice President, Secretary and Chief Financial Officer
Signature Page of Supplemental Indenture
UHS OF DOYLESTOWN, L.L.C.
By: UHS of Pennsylvania, Inc.
Its sole member
By: /s/ Steve Filton
Name: Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
UHS OF SALT LAKE CITY, L.L.C.
By: UHS of Provo Canyon, Inc.
Its sole member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
UHS OF SAVANNAH, L.L.C.
By: UHS of Georgia Holdings, Inc.
Its sole member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
UHS OKLAHOMA CITY LLC
UHS OF SPRINGWOODS, L.L.C.
By: UHS of New Orleans, LLC
Its sole member
By: UHS of Delaware, Inc.
Its sole member
By: /s/ Steve Filton
Name: Steve Filton
Title:Executive Vice President and Chief Financial Officer
Signature Page of Supplemental Indenture
UHS OF SUMMITRIDGE, L.L.C.
By: UHS of Peachford, L.P.
Its sole member
By: UHS of Georgia, Inc.
Its general partner
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
PSYCHIATRIC SOLUTIONS HOSPITALS, LLC
By: Psychiatric Solutions, Inc.
Its Sole Member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
DIAMOND GROVE CENTER, LLC
KMI ACQUISITION, LLC
LIBERTY POINT BEHAVIORAL HEALTHCARE, LLC
PSJ ACQUISITION, LLC
SHADOW MOUNTAIN BEHAVIORAL HEALTH SYSTEM,
LLC
SUNSTONE BEHAVIORAL HEALTH, LLC
TBD ACQUISITION, LLC
By: Psychiatric Solutions Hospitals, LLC
Its Sole Member
By: Psychiatric Solutions, Inc.
Its Sole Member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
ATLANTIC SHORES HOSPITAL, LLC
EMERALD COAST BEHAVIORAL HOSPITAL, LLC
OCALA BEHAVIORAL HEALTH, LLC
PALMETTO BEHAVIORAL HEALTH HOLDINGS, LLC
RAMSAY MANAGED CARE, LLC
SAMSON PROPERTIES, LLC
TBJ BEHAVIORAL CENTER, LLC
THREE RIVERS HEALTHCARE GROUP, LLC
WEKIVA SPRINGS CENTER, LLC
ZEUS ENDEAVORS, LLC
By: Premier Behavioral Solutions, Inc.
Its Sole Member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
PALMETTO BEHAVIORAL HEALTH SYSTEM, L.L.C.
By: Palmetto Behavioral Health Holdings, LLC
Its Sole Member
By: Premier Behavioral Solutions, Inc.
Its Sole Member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
PALMETTO LOWCOUNTRY BEHAVIORAL HEALTH,
L.L.C.
By: Palmetto Behavioral Health System, L.L.C.
Its Sole Member
By: Palmetto Behavioral Health Holdings, LLC
Its Sole Member
By: Premier Behavioral Solutions, Inc.
Its Sole Member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
SP BEHAVIORAL, LLC
UNIVERSITY BEHAVIORAL, LLC
By: Ramsay Managed Care, LLC
Its Sole Member
By: Premier Behavioral Solutions, Inc.
Its Sole Member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
THREE RIVERS BEHAVIORAL HEALTH, LLC
By: Three Rivers Healthcare Group, LLC
Its Sole Member
By: Premier Behavioral Solutions, Inc.
Its Sole Member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
THE NATIONAL DEAF ACADEMY, LLC
By: Zeus Endeavors, LLC
Its Sole Member
By: Premier Behavioral Solutions, Inc.
Its Sole Member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
WILLOW SPRINGS, LLC
By: BHC Health Services of Nevada, Inc.
Its Sole Member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
BEHAVIORAL HEALTHCARE LLC
By: BHC Holdings, Inc.
Its Sole Member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
BHC PINNACLE POINTE HOSPITAL, LLC
BHC PROPERTIES, LLC
COLUMBUS HOSPITAL PARTNERS, LLC
HOLLY HILL HOSPITAL, LLC
LEBANON HOSPITAL PARTNERS, LLC
NORTHERN INDIANA PARTNERS, LLC
ROLLING HILLS HOSPITAL, LLC
VALLE VISTA HOSPITAL PARTNERS, LLC
By: Behavioral Healthcare LLC
Its Sole Member
By: BHC Holdings, Inc.
Its Sole Member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
BHC MESILLA VALLEY HOSPITAL, LLC
BHC NORTHWEST PSYCHIATRIC HOSPITAL, LLC
CUMBERLAND HOSPITAL PARTNERS, LLC
By: BHC Properties, LLC
Its Sole Member
By: Behavioral Healthcare LLC
Its Sole Member
By: BHC Holdings, Inc.
Its Sole Member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
CUMBERLAND HOSPITAL, LLC
By: Cumberland Hospital Partners, LLC
Its Managing Member
By: BHC Properties, LLC
Its Minority Member and Sole Member of the Managing Member
By: Behavioral Healthcare LLC
Its Sole Member
By: BHC Holdings, Inc.
Its Sole Member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
VALLE VISTA, LLC
By: BHC of Indiana, General Partnership
Its Sole Member
By: Columbus Hospital Partners, LLC
Its General Partner
By: Lebanon Hospital Partners, LLC
Its General Partner
By: Northern Indiana Partners, LLC
Its General Partner
By: Valle Vista Hospital Partners, LLC
Its General Partner
By: Behavioral Healthcare LLC
The Sole Member of each of the above General Partners
By: BHC Holdings, Inc.
Its Sole Member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
WELLSTONE REGIONAL HOSPITAL ACQUISITION, LLC
By: Wellstone Holdings, Inc.
Its Minority Member
By: Behavioral Healthcare LLC
Its Managing Member and Sole Member of the Minority Member
By: BHC Holdings, Inc.
Its Sole Member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
HORIZON HEALTH HOSPITAL SERVICES, LLC
HORIZON MENTAL HEALTH MANAGEMENT, LLC
By: Horizon Health Corporation
Its Sole Member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
HHC PENNSYLVANIA, LLC
HHC POPLAR SPRINGS, LLC
KINGWOOD PINES HOSPITAL, LLC
SCHICK SHADEL OF FLORIDA, LLC
TOLEDO HOLDING CO., LLC
By: Horizon Health Hospital Services, LLC
Its Sole Member
By: Horizon Health Corporation
Its Sole Member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
HICKORY TRAIL HOSPITAL, L.P.
MILLWOOD HOSPITAL, L.P.
NEURO INSTITUTE OF AUSTIN, L.P.
TEXAS CYPRESS CREEK HOSPITAL, L.P.
TEXAS LAUREL RIDGE HOSPITAL, L.P.
TEXAS OAKS PSYCHIATRIC HOSPITAL, L.P.
TEXAS SAN MARCOS TREATMENT CENTER, L.P.
TEXAS WEST OAKS HOSPITAL, L.P.
By: Texas Hospital Holdings, LLC
Its General Partner
By: Psychiatric Solutions Hospitals, LLC
Its Sole Member
By: Psychiatric Solutions, Inc.
Its Sole Member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
SHC-KPH, LP
By: HHC Kingwood Investment, LLC
Its General Partner
By: Horizon Health Hospital Services, LLC
Sole member of the General Partner
By: Horizon Health Corporation
Its sole member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
H.C. PARTNERSHIP
By: H. C. Corporation
Its General Partner
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
By: HSA Hill Crest Corporation
Its General Partner
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
BHC OF INDIANA, GENERAL PARTNERSHIP
By: Columbus Hospital Partners, LLC
Its General Partner
By: Lebanon Hospital Partners, LLC
Its General Partner
By: Northern Indiana Partners, LLC
Its General Partner
By: Valle Vista Hospital Partners, LLC
Its General Partner
By: BHC Healthcare, LLC
The Sole Member of each of the above General Partners
By: BHC Holdings, Inc.
Its Sole Member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
INDEPENDENCE PHYSICIAN MANAGEMENT, LLC
By: UHS of Fairmount, Inc.
Its sole member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
Behavioral Health Management, LLC
Behavioral Health Realty, LLC
CAT Realty, LLC
CAT Seattle, LLC
MAYHILL BEHAVIORAL HEALTH, LLC
Psychiatric Realty, LLC
RR RECOVERY, LLC
Salt Lake Behavioral Health, LLC
Salt Lake Psychiatric Realty, LLC
UBH OF OREGON, LLC
UBH of Phoenix, LLC
UBH of Phoenix Realty, LLC
University Behavioral Health of El Paso, LLC
By: Ascend Health Corporation
Its sole member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
GARFIELD PARK HOSPITAL, LLC
By: UHS of Hartgrove, Inc.
Its sole member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
abs lincs ky, llc
HUGHES CENTER, LLC
By: Alternative Behavioral Services, Inc.
Its sole member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
VALLEY HEALTH SYSTEM LLC
By: Valley Hospital Medical Center, Inc.
Its sole member
By: /s/ Steve Filton
Name: Steve Filton
Title: Vice President
Signature Page of Supplemental Indenture
UHP LP
By: Island 77 LLC
Its general partner
By: Ascend Health Corporation
Its sole member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
BEACH 77 LP
By: 2026 W. University Properties, LLC
Its general partner
By: Ascend Health Corporation
Its sole member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
CORAL SHORES BEHAVIORAL HEALTH, LLC
By: Children’s Comprehensive Services, Inc.
Its sole member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
DVH HOSPITAL ALLIANCE LLC
By: UHS Holding Company, Inc.
Its sole member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
DHP 2131 K ST, LLC
By: District Hospital Partners, L.P.
Its sole member
By: UHS of D.C., Inc.
Its general partner
By: /s/ Steve Filton
Name: Steve Filton
Title: Vice President
Signature Page of Supplemental Indenture
UHS FUNDING, LLC
By: UHS of Delaware, Inc.
Its majority member
By: /s/ Steve Filton
Name: Steve Filton
Title: Executive Vice President and Chief Financial Officer
By: Universal Health Services, Inc.
Its minority member
By: /s/ Steve Filton
Name: Steve Filton
Title: Executive Vice President, Chief Financial Officer and Secretary
Signature Page of Supplemental Indenture
MILWAUKEE BEHAVIORAL HEALTH, LLC
By: UHS of Delaware, Inc.
Its minority member
By: /s/ Steve Filton
Name: Steve Filton
Title: Executive Vice President and Chief Financial Officer
By: UHS Funding, LLC
Its majority member
By: UHS of Delaware, Inc.
Its majority member
By: /s/ Steve Filton
Name: Steve Filton
Title: Executive Vice President and Chief Financial Officer
Signature Page of Supplemental Indenture
FANNIN MANAGEMENT SERVICES, LLC
By: UHS of Texoma, Inc.
Its sole member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
SCHEDULE 1
GUARANTEEING SUBSIDIARIES
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1. |
Bloomington Meadows, General Partnership, a Tennessee general partnership |
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2. |
Forest View Psychiatric Hospital, Inc., a Michigan corporation |
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3. |
Ridge Outpatient Counseling, L.L.C., a Kentucky limited liability company |
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4. |
Riverside Medical Clinic Patient Services, L.L.C., a California limited liability company |
Exhibit 10.1
Execution version
NINTH AMENDMENT AND INCREASED FACILITY ACTIVATION NOTICE
NINTH AMENDMENT AND INCREASED FACILITY ACTIVATION NOTICE, dated as of June 23, 2022 (this “Amendment”), to the Credit Agreement, dated as of November 15, 2010 (as amended, amended and restated or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”; the Credit Agreement as modified by this Amendment, the “Amended Credit Agreement”), among Universal Health Services, Inc., a Delaware corporation (the “Borrower”), the several banks and other financial institutions from time to time parties thereto (the “Lenders”), JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”) and the other agents party thereto.
W I T N E S S E T H:
WHEREAS, the Borrower and the Administrative Agent are parties to the Credit Agreement;
WHEREAS, the Borrower wishes to (i) obtain $700,000,000 of Incremental Term Loans pursuant to Section 2.24 of the Credit Agreement and (ii) make certain amendments to the Credit Agreement as set forth herein;
WHEREAS, each party to this Amendment designated as a “2022 Incremental Term Lender” on its signature page hereto (each a “2022 Incremental Term Lender”) wishes to make an Incremental Term Loan (each, a “2022 Incremental Term Loan” and, collectively, the “2022 Incremental Term Loans”) in the amount set forth on Schedule 1 hereto on the terms set forth herein (and which shall constitute Incremental Term Loans (as defined in the Credit Agreement)); and
WHEREAS, the Borrower and each party to this Amendment designated as an “Existing Lender” on its signature page hereto (each an “Existing Lender”) and each 2022 Incremental Term Lender is willing to consent to the amendments, waivers and other modifications set forth herein;
NOW THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto hereby agree as follows:
1.Defined Terms. Unless otherwise defined herein, capitalized terms used herein which are defined in the Amended Credit Agreement (as defined below) are used herein as therein defined.
2.Amendments to the Credit Agreement. On and as of the Ninth Amendment Effective Date (as defined below), each Existing Lender and 2022 Incremental Term Lender party hereto (which collectively constitute all Lenders) hereby consents to amend the Credit Agreement as follows: delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the Credit Agreement attached as Annex A hereto.
3.Increased Facility Activation Notice. The Borrower and each 2022 Incremental Term Lender hereby notify the Administrative Agent that:
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(a) |
Each 2022 Incremental Term Lender party hereto agrees to make a 2022 Incremental Term Loan in the amount set forth opposite such 2022 Incremental Term Lender’s name on Schedule 1 hereto under the heading “2022 Incremental Term Loan Amount”. |
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(b) |
The Increased Facility Closing Date is the Ninth Amendment Effective Date. |
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(c) |
The aggregate principal amount of 2022 Incremental Term Loans is $700,000,000. |
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(d) |
The Incremental Term Maturity Date for the 2022 Incremental Term Loans is the Tranche A Maturity Date. |
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(e) |
The Applicable Margin for the 2022 Incremental Term Loans shall be equal to the Applicable Margin for Tranche A Term Loans of the same Type. |
(f)The 2022 Incremental Term Loan of each 2022 Incremental Term Lender party hereto shall mature in consecutive quarterly installments, commencing on September 30, 2022, each of which shall be in an amount equal to (i) the percentage which the principal amount of such 2022 Incremental Term Lender’s 2022 Incremental Term Loan made on the Ninth Amendment Effective Date constitutes of the aggregate principal amount of 2022 Incremental Term Loans made on the Ninth Amendment Effective Date multiplied by (ii) the amount set forth below opposite such installment:
InstallmentPrincipal Amount
1-4$4,375,000
5-16$8,750,000
The balance of the 2022 Incremental Term Loans will be payable on the Incremental Term Maturity Date.
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(g) |
Other than as expressly set forth in this Section 3, for all purposes under the Amended Credit Agreement and the other Loan Documents, the 2022 Incremental Term Loans shall have the same terms as the Tranche A Term Loans and shall be treated for purposes of voluntary and mandatory prepayments (including any applicable prepayment fees and for scheduled principal payments) and all other terms as the same Class of Term Loans as the Tranche A Term Loans. |
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(h) |
Upon the funding of the 2022 Incremental Term Loans on the Ninth Amendment Effective Date, such 2022 Incremental Term Loans shall automatically and without further action by any Person constitute Tranche A Term Loans for all purposes of the Amended Credit Agreement and the other Loan Documents. |
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(i) |
The Administrative Agent shall take any and all action as may be reasonably necessary to ensure that 2022 Incremental Term Loans are included in each conversion, continuation and repayment of Tranche A Term Loans on a pro rata basis. |
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(j) |
The initial Interest Period with respect to the 2022 Incremental Term Loans shall be as set forth in the notice of borrowing with respect to the 2022 Incremental Term Loans. |
4.Effectiveness. This Amendment and the obligation of each 2022 Incremental Term Lender to make a 2022 Incremental Term Loan shall become effective as of the date (the “Ninth Amendment Effective Date”) on which each of the following conditions precedent shall have been satisfied:
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(a) |
The Administrative Agent shall have received each of the following, dated as of the Ninth Amendment Effective Date (unless otherwise agreed to by the Administrative Agent), in form and substance satisfactory to the Administrative Agent: |
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(i) |
this Amendment, duly executed and delivered by the Borrower, the Guarantors, each Existing Lender, each 2022 Incremental Term Lender and the Administrative Agent; and |
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(ii) |
the legal opinion of (A) the Borrower’s general counsel, or other counsel reasonably acceptable to the Administrative Agent, (B) Norton Rose Fulbright US LLP, counsel to the Borrower and its Subsidiaries and (C) Childs Watson, PLLC, Nevada special counsel to the Borrower and certain of its Subsidiaries; |
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(iii) |
the Administrative Agent shall have received a certificate of the secretary or similar officer of each Loan Party dated as of the Ninth Amendment Effective Date and certifying (a) attached thereto is a copy of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the board of directors or managing member (or equivalent governing body) of each Loan Party authorizing (x) the execution, delivery and performance of this Amendment and the Amended Credit Agreement and (y) in the case of the Borrower, the extensions of credit contemplated hereunder and under the Amended Credit Agreement, (b) as to any changes to the certificate or articles of incorporation, certificate of limited partnership, certificate of formation or other equivalent constituent and governing documents of such Loan Party since the certificate of the secretary or similar officer of each Loan Party dated as of the Seventh Amendment Effective Date, (c) as to any changes to the by-laws (or partnership agreement, limited liability company agreement or other equivalent constituent and governing documents) of such Loan Party since the certificate of the secretary or similar officer of each Loan Party dated as of the Seventh Amendment Effective Date, (d) certificates as to the good standing of each Loan Party that is a registered organization as of a recent date from the Secretary of State (or other similar official) from its jurisdiction of organization and (e) as to the incumbency and specimen signature of each officer executing this Amendment or any other document delivered in connection herewith on behalf of such Loan Party. |
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(b) |
Each of the representations and warranties made by any Loan Party in or pursuant to the Amended Credit Agreement and other Loan Documents shall be true and correct in all material respects on and as of the Ninth Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects). |
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(c) |
No Default or Event of Default has occurred and is continuing on the Ninth Amendment Effective Date or after giving effect to the amendments contemplated herein, the extensions of credit requested to be made on the Ninth Amendment Effective Date and the other transactions contemplated to occur on the Ninth Amendment Effective Date. |
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(d) |
All governmental and third party approvals necessary in connection with the transactions contemplated hereby and by the Credit Agreement shall have been obtained and be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions on the financing contemplated hereby. |
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(e) |
The Lenders and the Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented on or before the Ninth Amendment Effective Date. |
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(f) |
The Administrative Agent shall have received a solvency certificate from the chief financial officer of the Borrower, in form and substance reasonably acceptable to the Administrative Agent, certifying that the Borrower and its Subsidiaries, on a consolidated basis after giving effect to the incurrence of all Indebtedness in connection herewith on the Ninth Amendment Effective Date, are Solvent. |
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(g) |
The Administrative Agent shall have received, at least 5 days prior to the Ninth Amendment Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, previously requested by the Administrative Agent. |
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(h) |
The Administrative Agent shall have received a notice of borrowing with respect to the 2022 Incremental Term Loans to be made on the Ninth Amendment Effective Date. |
5.Ratification by Guarantors. Each of the Guarantors acknowledges that its consent to this Amendment is not required, but each of the undersigned nevertheless does hereby agree and consent to this Amendment and to the documents and agreements referred to herein. Each of the Guarantors agrees and acknowledges that (i) notwithstanding the effectiveness of this Amendment, such Guarantor’s guarantee shall remain in full force and effect without modification thereto and (ii) nothing herein shall in any way limit any of the terms or provisions of such Guarantor’s guarantee, the Collateral Agreement or any other Loan Document executed by such Guarantor (as the same may be amended from time to time), all of which are hereby ratified, confirmed and affirmed in all respects as of the Ninth Amendment Effective Date. Each of the Guarantors hereby agrees and acknowledges that no other agreement, instrument, consent or document shall be required to give effect to this Section 5. Each of the Guarantors hereby further acknowledges that the Borrower, the Administrative Agent and any Lender may from time to time enter into any further amendments, modifications, terminations and/or waivers of any provision of the Loan Documents without notice to or consent from such Guarantor and without affecting the validity or enforceability of such Guarantor’s guarantee or giving rise to any reduction, limitation, impairment, discharge or termination of such Guarantor’s guarantee. Each Loan Party agrees that each Security Document secures all Obligations of the Loan Parties in accordance with the terms thereof. Each Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to the Administrative Agent by such Person pursuant to each Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the Obligations after giving effect to the transactions contemplated by this Amendment.
6.Effect. Except as expressly amended hereby, all of the representations, warranties, terms, covenants and conditions of the Loan Documents shall remain unamended and not waived and shall continue to be in full force and effect. This Amendment is a Loan Document.
7.Counterparts. This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Amendment and/or any document to be signed in connection with this Amendment and the transactions contemplated hereby shall be deemed to include Electronic Signatures (as defined below), deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be. “Electronic Signatures” means any electronic symbol or process attached to, or associated with, any contract or other record and adopted by a person with the intent to sign, authenticate or accept such contract or record.
8.Severability. Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
9.Integration. This Amendment and the other Loan Documents represent the agreement of the Loan Parties, the Administrative Agent and the Lenders with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by the Administrative Agent or any Lender relative to the subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents.
10.GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
11.NO NOVATION. This Amendment shall not extinguish the obligations for the payment of money outstanding under the Credit Agreement or discharge or release the Lien or priority of any Security Document or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement or instruments securing the same, which shall remain in full force and effect, except to any extent modified hereby or by instruments executed concurrently herewith and except to the extent repaid as provided herein. Nothing implied in this Amendment or in any other document contemplated hereby shall be construed as a release or other discharge of any of the Loan Parties under any Loan Document from any of its obligations and liabilities as a borrower, guarantor or pledgor under any of the Loan Documents. All of the Liens and security interests created and arising under any Loan Document remain in full force and effect on a continuous basis, and the perfected status and priority of each such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, after giving effect to this Amendment, as collateral security for its obligations, liabilities and indebtedness under the Credit Agreement and under its guarantees, if any, in the Loan Documents.
12.Certain Existing Borrowings. For the avoidance of doubt and notwithstanding anything to the contrary herein, in the Credit Agreement or in the Amended Credit Agreement, (a) Eurocurrency Loans outstanding under the Credit Agreement as of the Ninth Amendment Effective Date may, in any event, remain outstanding as Eurocurrency Loans pursuant to the terms of the Credit Agreement (prior to giving effect to this Amendment) and shall be deemed to have been borrowed, continued or converted, as applicable, pursuant to, and shall be subject to, the terms of the Credit Agreement (prior to giving effect to this Amendment) until the last day of the Interest Period (prior to giving effect to this Amendment) applicable thereto that is in effect on the Ninth Amendment Effective Date and (b) on the last day of such Interest Period (prior to giving effect to this Amendment), such Eurocurrency Loans shall be converted to either Term Benchmark Loans or ABR Loans, as specified by the Borrower in the applicable notice of conversion and, in the case of Term Benchmark Loans, with the Interest Period specified therein by the Borrower to be applicable thereto. If the Borrower fails to provide such notice of conversion, such outstanding Eurocurrency Loans shall be automatically converted on the last day of the Interest Period applicable thereto to Term Benchmark Loans with an Interest Period of one month.
13.JPMorgan Chase Bank, N.A., BofA Securities, Inc., Truist Securities, Inc., U.S. Bank National Association and Wells Fargo Securities, LLC shall be the Joint Lead Arrangers and Joint Bookrunners with respect to the 2022 Incremental Term Loans.
[Remainder of page left blank intentionally]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.
UNIVERSAL HEALTH SERVICES, INC.
By: /s/ Steve Filton
Name: Steve Filton
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Title: Executive Vice President, Chief Financial Officer and Secretary |
UHS OF DELAWARE, INC.
By: /s/ Steve Filton
Name: Steve Filton
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Title: Executive Vice President and Chief Financial Officer |
[Signature Page to the Ninth Amendment to the UHS Credit Agreement]
LANCASTER HOSPITAL CORPORATION
MERION BUILDING MANAGEMENT, INC.
NORTHWEST TEXAS HEALTHCARE SYSTEM, INC.
UHS HOLDING COMPANY, INC.
UHS OF CORNERSTONE, INC.
UHS OF CORNERSTONE HOLDINGS, INC.
UHS OF D.C., INC.
UHS-CORONA, INC.
UNIVERSAL HEALTH SERVICES OF PALMDALE, INC.
VALLEY HOSPITAL MEDICAL CENTER, INC.
SPARKS FAMILY HOSPITAL, INC.
UHS OF RIVER PARISHES, INC.
UHS OF TEXOMA, INC.
UNIVERSAL HEALTH SERVICES OF RANCHO SPRINGS, INC.
By:: /s/ Steve Filton
Name: Steve Filton
Title:Vice President
[Signature Page to the Ninth Amendment to the UHS Credit Agreement]
ABS LINCS VA, INC.
ALLIANCE HEALTH CENTER, INC.
ALTERNATIVE BEHAVIORAL SERVICES, INC.
ASCEND HEALTH CORPORATION
BENCHMARK BEHAVIORAL HEALTH SYSTEM, INC.
BHC ALHAMBRA HOSPITAL, INC.
BHC BELMONT PINES HOSPITAL, INC.
BHC FAIRFAX HOSPITAL, INC.
BHC FOX RUN HOSPITAL, INC.
BHC FREMONT HOSPITAL, INC.
BHC HEALTH SERVICES OF NEVADA, INC.
BHC HERITAGE OAKS HOSPITAL, INC.
BHC HOLDINGS, INC.
BHC INTERMOUNTAIN HOSPITAL, INC.
BHC MONTEVISTA HOSPITAL, INC.
BHC SIERRA VISTA HOSPITAL, INC.
BHC STREAMWOOD HOSPITAL, INC.
BRENTWOOD ACQUISITION, INC.
BRENTWOOD ACQUISITION - SHREVEPORT, INC.
BRYNN MARR HOSPITAL, INC.
CALVARY CENTER, INC.
CANYON RIDGE HOSPITAL, INC.
CCS/LANSING, INC.
CEDAR SPRINGS HOSPITAL, INC.
CHILDREN’S COMPREHENSIVE SERVICES, INC.
DEL AMO HOSPITAL, INC.
FIRST HOSPITAL CORPORATION OF VIRGINIA BEACH
FORT LAUDERDALE HOSPITAL, INC.
FRN, INC.
FRONTLINE BEHAVIORAL HEALTH, INC.
GREAT PLAINS HOSPITAL, INC.
GULF COAST TREATMENT CENTER, INC.
H. C. CORPORATION
HARBOR POINT BEHAVIORAL HEALTH CENTER, INC.
HAVENWYCK HOSPITAL INC.
HHC AUGUSTA, INC.
HHC DELAWARE, INC.
HHC INDIANA, INC.
HHC OHIO, INC.
HHC RIVER PARK, INC.
HHC SOUTH CAROLINA, INC.
HHC ST. SIMONS, INC.
HORIZON HEALTH AUSTIN, INC.
HSA HILL CREST CORPORATION
KIDS BEHAVIORAL HEALTH OF UTAH, INC.
LAUREL OAKS BEHAVIORAL HEALTH CENTER, INC.
MERIDELL ACHIEVEMENT CENTER, INC.
MICHIGAN PSYCHIATRIC SERVICES, INC.
NORTH SPRING BEHAVIORAL HEALTHCARE, INC.
OAK PLAINS ACADEMY OF TENNESSEE, INC.
PARK HEALTHCARE COMPANY
PENNSYLVANIA CLINICAL SCHOOLS, INC.
PREMIER BEHAVIORAL SOLUTIONS, INC.
PREMIER BEHAVIORAL SOLUTIONS OF FLORIDA, INC.
PSYCHIATRIC SOLUTIONS, INC.
PSYCHIATRIC SOLUTIONS OF VIRGINIA, INC.
RAMSAY YOUTH SERVICES OF GEORGIA, INC.
RIVER OAKS, INC.
RIVEREDGE HOSPITAL HOLDINGS, INC.
SOUTHEASTERN HOSPITAL CORPORATION
SPRINGFIELD HOSPITAL, INC.
STONINGTON BEHAVIORAL HEALTH, INC.
SUMMIT OAKS HOSPITAL, INC.
TEMECULA VALLEY HOSPITAL, INC.
TEMPLE BEHAVIORAL HEALTHCARE HOSPITAL, INC.
TEXAS HOSPITAL HOLDINGS, INC.
THE ARBOUR, INC.
TWO RIVERS PSYCHIATRIC HOSPITAL, INC.
UHS CHILDREN SERVICES, INC.
UHS OF DENVER, INC.
UHS OF FAIRMOUNT, INC.
UHS OF FULLER, INC.
UHS OF GEORGIA, INC.
UHS OF GEORGIA HOLDINGS, INC.
UHS OF HAMPTON, INC.
UHS OF HARTGROVE, INC
UHS OF PARKWOOD, INC.
UHS OF PENNSYLVANIA, INC.
UHS OF PROVO CANYON, INC.
UHS OF PUERTO RICO, INC.
UHS OF SPRING MOUNTAIN, INC.
[Signature Page to the Ninth Amendment to the UHS Credit Agreement]
UHS OF TIMPANOGOS, INC.
UHS OF WESTWOOD PEMBROKE, INC.
UHS OF WYOMING, INC.
UHS SAHARA, INC.
UNITED HEALTHCARE OF HARDIN, INC.
WINDMOOR HEALTHCARE INC.
WINDMOOR HEALTHCARE OF PINELLAS PARK, INC.
WISCONSIN AVENUE PSYCHIATRIC CENTER, INC.
FOREST VIEW PSYCHIATRIC HOSPITAL, INC.
By:: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
[Signature Page to the Ninth Amendment to the UHS Credit Agreement]
AIKEN REGIONAL MEDICAL CENTERS, LLC
LA AMISTAD RESIDENTIAL TREATMENT CENTER, LLC
PALM POINT BEHAVIORAL HEALTH, LLC
TENNESSEE CLINICAL SCHOOLS, LLC
THE BRIDGEWAY, LLC
TURNING POINT CARE CENTER, LLC
UHS OF BENTON, LLC
UHS OF BOWLING GREEN, LLC
UHS OF GREENVILLE, LLC
UHS OF LAKESIDE, LLC
UHS OF PHOENIX, LLC
UHS OF RIDGE, LLC
UHS OF ROCKFORD, LLC
UHS OF TUCSON, LLC
UHS SUB III, LLC
UHSD, L.L.C.
WELLINGTON REGIONAL MEDICAL CENTER, LLC
By: Universal Health Services, Inc.
Its sole member
By:: /s/ Steve Filton
Name:Steve Filton
Title:Executive Vice President, Secretary and Chief Financial Officer
[Signature Page to the Ninth Amendment to the UHS Credit Agreement]
FORT DUNCAN MEDICAL CENTER, L.P.
By: Fort Duncan Medical Center, Inc.
Its general partner
By:: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
[Signature Page to the Ninth Amendment to the UHS Credit Agreement]
FRONTLINE HOSPITAL, LLC
FRONTLINE RESIDENTIAL TREATMENT CENTER, LLC
By: Frontline Behavioral Health, Inc.
Its sole member
By:: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
[Signature Page to the Ninth Amendment to the UHS Credit Agreement]
KEYS GROUP HOLDINGS LLC
By: UHS Children Services, Inc.
Its sole member
By:: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
[Signature Page to the Ninth Amendment to the UHS Credit Agreement]
KEYSTONE/CCS PARTNERS LLC
By: Children’s Comprehensive Services, Inc.
Its Minority Member
By: KEYS Group Holdings LLC
Its Managing Member and sole member of the minority member
By: UHS Children Services, Inc.
Its sole member
By:: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
[Signature Page to the Ninth Amendment to the UHS Credit Agreement]
KEYSTONE CONTINUUM, LLC
KEYSTONE NPS LLC
KEYSTONE RICHLAND CENTER LLC
By: Keystone/CCS Partners LLC
Its sole member
By: Children’s Comprehensive Services, Inc.
Its minority member
By: KEYS Group Holdings LLC
Its managing member and sole member of the minority member
By: UHS Children Services, Inc.
Its sole member
|
|
By: |
: /s/ Steve Filton |
Name:Steve Filton
Title:Vice President
[Signature Page to the Ninth Amendment to the UHS Credit Agreement]
KEYSTONE EDUCATION AND YOUTH SERVICES, LLC
By: KEYS Group Holdings LLC
Its sole member
By: UHS Children Services, Inc.
Its sole member
By: : /s/ Steve Filton
Name:Steve Filton
Title:Vice President
[Signature Page to the Ninth Amendment to the UHS Credit Agreement]
KEYSTONE MARION, LLC
KEYSTONE MEMPHIS, LLC
KEYSTONE NEWPORT NEWS, LLC
KEYSTONE WSNC, L.L.C.
By: Keystone Education and Youth Services, LLC
Its sole member
By: KEYS Group Holdings LLC
Its sole member
By: UHS Children Services, Inc.
Its sole member
By:: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
[Signature Page to the Ninth Amendment to the UHS Credit Agreement]
MANATEE MEMORIAL HOSPITAL, L.P.
By: Wellington Regional Medical Center, LLC
Its general partner
By: Universal Health Services, Inc.,
Its sole member
By:: /s/ Steve Filton
Name:Steve Filton
Title:Executive Vice President, Secretary and Chief Financial Officer
[Signature Page to the Ninth Amendment to the UHS Credit Agreement]
MCALLEN HOSPITALS, L.P.
By: McAllen Medical Center, Inc.
Its general partner
By:: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
[Signature Page to the Ninth Amendment to the UHS Credit Agreement]
PENDLETON METHODIST HOSPITAL, L.L.C.
By: UHS of River Parishes, Inc.
Its managing member
By:: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
[Signature Page to the Ninth Amendment to the UHS Credit Agreement]
GULPH MILLS ASSOCIATES, LLC
TBD ACQUISITION II, LLC
UHS KENTUCKY HOLDINGS, L.L.C.
UHS OF LANCASTER, LLC
UHS OF NEW ORLEANS, LLC
UHS OF OKLAHOMA, LLC
UHSL, L.L.C.
AZ HOLDING 4, LLC
UHS MIDWEST BEHAVIORAL HEALTH, LLC
RIVERSIDE MEDICAL CLINIC PATIENT SERVICES, L.L.C.
By: UHS of Delaware, Inc.
Its sole member
By:: /s/ Steve Filton
Name:Steve Filton
Title:Executive Vice President and Chief Financial Officer
[Signature Page to the Ninth Amendment to the UHS Credit Agreement]
UHS OF ANCHOR, L.P.
UHS OF LAUREL HEIGHTS, L.P.
UHS OF PEACHFORD, L.P.
By: UHS of Georgia, Inc.
Its general partner
By:: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
[Signature Page to the Ninth Amendment to the UHS Credit Agreement]
UHS OF CENTENNIAL PEAKS, L.L.C.
By: UHS of Denver, Inc.
Its sole member
By:: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
[Signature Page to the Ninth Amendment to the UHS Credit Agreement]
UHS OF DOVER, L.L.C.
By: UHS of Rockford, LLC
Its sole member
By: Universal Health Services, Inc.
Its sole member
By:: /s/ Steve Filton
Name:Steve Filton
Title:Executive Vice President, Secretary and Chief Financial Officer
[Signature Page to the Ninth Amendment to the UHS Credit Agreement]
UHS OF DOYLESTOWN, L.L.C.
By: UHS of Pennsylvania, Inc.
Its sole member
By:: /s/ Steve Filton
Name: Steve Filton
Title:Vice President
[Signature Page to the Ninth Amendment to the UHS Credit Agreement]
UHS OF SALT LAKE CITY, L.L.C.
By: UHS of Provo Canyon, Inc.
Its sole member
By:: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
[Signature Page to the Ninth Amendment to the UHS Credit Agreement]
UHS OF SAVANNAH, L.L.C.
By: UHS of Georgia Holdings, Inc.
Its sole member
By:: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
[Signature Page to the Ninth Amendment to the UHS Credit Agreement]
UHS OKLAHOMA CITY LLC
UHS OF SPRINGWOODS, L.L.C.
By: UHS of New Orleans, LLC
Its sole member
By: UHS of Delaware, Inc.
Its sole member
By:: /s/ Steve Filton
Name: Steve Filton
Title:Executive Vice President and Chief Financial Officer
[Signature Page to the Ninth Amendment to the UHS Credit Agreement]
UHS OF SUMMITRIDGE, L.L.C.
By: UHS of Peachford, L.P.
Its sole member
By: UHS of Georgia, Inc.
Its general partner
By:: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
[Signature Page to the Ninth Amendment to the UHS Credit Agreement]
PSYCHIATRIC SOLUTIONS HOSPITALS, LLC
By: Psychiatric Solutions, Inc.
Its Sole Member
By:: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
[Signature Page to the Ninth Amendment to the UHS Credit Agreement]
DIAMOND GROVE CENTER, LLC
KMI ACQUISITION, LLC
LIBERTY POINT BEHAVIORAL HEALTHCARE, LLC
PSJ ACQUISITION, LLC
SHADOW MOUNTAIN BEHAVIORAL HEALTH SYSTEM,
LLC
SUNSTONE BEHAVIORAL HEALTH, LLC
TBD ACQUISITION, LLC
By: Psychiatric Solutions Hospitals, LLC
Its Sole Member
By: Psychiatric Solutions, Inc.
Its Sole Member
By:: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
[Signature Page to the Ninth Amendment to the UHS Credit Agreement]
ATLANTIC SHORES HOSPITAL, LLC
EMERALD COAST BEHAVIORAL HOSPITAL, LLC
OCALA BEHAVIORAL HEALTH, LLC
PALMETTO BEHAVIORAL HEALTH HOLDINGS, LLC
RAMSAY MANAGED CARE, LLC
SAMSON PROPERTIES, LLC
TBJ BEHAVIORAL CENTER, LLC
THREE RIVERS HEALTHCARE GROUP, LLC
WEKIVA SPRINGS CENTER, LLC
ZEUS ENDEAVORS, LLC
By: Premier Behavioral Solutions, Inc.
Its Sole Member
By:: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
[Signature Page to the Ninth Amendment to the UHS Credit Agreement]
PALMETTO BEHAVIORAL HEALTH SYSTEM, L.L.C.
By: Palmetto Behavioral Health Holdings, LLC
Its Sole Member
By: Premier Behavioral Solutions, Inc.
Its Sole Member
By:: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
[Signature Page to the Ninth Amendment to the UHS Credit Agreement]
PALMETTO LOWCOUNTRY BEHAVIORAL HEALTH,
L.L.C.
By: Palmetto Behavioral Health System, L.L.C.
Its Sole Member
By: Palmetto Behavioral Health Holdings, LLC
Its Sole Member
By: Premier Behavioral Solutions, Inc.
Its Sole Member
By:: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
[Signature Page to the Ninth Amendment to the UHS Credit Agreement]
SP BEHAVIORAL, LLC
UNIVERSITY BEHAVIORAL, LLC
By: Ramsay Managed Care, LLC
Its Sole Member
By: Premier Behavioral Solutions, Inc.
Its Sole Member
By:: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
[Signature Page to the Ninth Amendment to the UHS Credit Agreement]
THREE RIVERS BEHAVIORAL HEALTH, LLC
By: Three Rivers Healthcare Group, LLC
Its Sole Member
By: Premier Behavioral Solutions, Inc.
Its Sole Member
By:: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
[Signature Page to the Ninth Amendment to the UHS Credit Agreement]
THE NATIONAL DEAF ACADEMY, LLC
By: Zeus Endeavors, LLC
Its Sole Member
By: Premier Behavioral Solutions, Inc.
Its Sole Member
By:: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
[Signature Page to the Ninth Amendment to the UHS Credit Agreement]
WILLOW SPRINGS, LLC
By: BHC Health Services of Nevada, Inc.
Its Sole Member
By:: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
[Signature Page to the Ninth Amendment to the UHS Credit Agreement]
BEHAVIORAL HEALTHCARE LLC
By: BHC Holdings, Inc.
Its Sole Member
By:: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
[Signature Page to the Ninth Amendment to the UHS Credit Agreement]
BHC PINNACLE POINTE HOSPITAL, LLC
BHC PROPERTIES, LLC
COLUMBUS HOSPITAL PARTNERS, LLC
HOLLY HILL HOSPITAL, LLC
LEBANON HOSPITAL PARTNERS, LLC
NORTHERN INDIANA PARTNERS, LLC
ROLLING HILLS HOSPITAL, LLC
VALLE VISTA HOSPITAL PARTNERS, LLC
By: Behavioral Healthcare LLC
Its Sole Member
By: BHC Holdings, Inc.
Its Sole Member
By:: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
[Signature Page to the Ninth Amendment to the UHS Credit Agreement]
BHC MESILLA VALLEY HOSPITAL, LLC
BHC NORTHWEST PSYCHIATRIC HOSPITAL, LLC
CUMBERLAND HOSPITAL PARTNERS, LLC
By: BHC Properties, LLC
Its Sole Member
By: Behavioral Healthcare LLC
Its Sole Member
By: BHC Holdings, Inc.
Its Sole Member
By:: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
[Signature Page to the Ninth Amendment to the UHS Credit Agreement]
CUMBERLAND HOSPITAL, LLC
By: Cumberland Hospital Partners, LLC
Its Managing Member
By: BHC Properties, LLC
Its Minority Member and Sole Member of the Managing Member
By: Behavioral Healthcare LLC
Its Sole Member
By: BHC Holdings, Inc.
Its Sole Member
By:: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
[Signature Page to the Ninth Amendment to the UHS Credit Agreement]
VALLE VISTA, LLC
By: BHC of Indiana, General Partnership
Its Sole Member
By: Columbus Hospital Partners, LLC
Its General Partner
By: Lebanon Hospital Partners, LLC
Its General Partner
By: Northern Indiana Partners, LLC
Its General Partner
By: Valle Vista Hospital Partners, LLC
Its General Partner
By: Behavioral Healthcare LLC
The Sole Member of each of the above General Partners
By: BHC Holdings, Inc.
Its Sole Member
By:: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
[Signature Page to the Ninth Amendment to the UHS Credit Agreement]
WELLSTONE REGIONAL HOSPITAL ACQUISITION, LLC
By: Wellstone Holdings, Inc.
Its Minority Member
By: Behavioral Healthcare LLC
Its Managing Member and Sole Member of the Minority Member
By: BHC Holdings, Inc.
Its Sole Member
By:: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
[Signature Page to the Ninth Amendment to the UHS Credit Agreement]
HORIZON HEALTH HOSPITAL SERVICES, LLC
HORIZON MENTAL HEALTH MANAGEMENT, LLC
By: Horizon Health Corporation
Its Sole Member
By:: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
[Signature Page to the Ninth Amendment to the UHS Credit Agreement]
HHC PENNSYLVANIA, LLC
HHC POPLAR SPRINGS, LLC
KINGWOOD PINES HOSPITAL, LLC
SCHICK SHADEL OF FLORIDA, LLC
TOLEDO HOLDING CO., LLC
By: Horizon Health Hospital Services, LLC
Its Sole Member
By: Horizon Health Corporation
Its Sole Member
By:: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
[Signature Page to the Ninth Amendment to the UHS Credit Agreement]
HICKORY TRAIL HOSPITAL, L.P.
MILLWOOD HOSPITAL, L.P.
NEURO INSTITUTE OF AUSTIN, L.P.
TEXAS CYPRESS CREEK HOSPITAL, L.P.
TEXAS LAUREL RIDGE HOSPITAL, L.P.
TEXAS OAKS PSYCHIATRIC HOSPITAL, L.P.
TEXAS SAN MARCOS TREATMENT CENTER, L.P.
TEXAS WEST OAKS HOSPITAL, L.P.
By: Texas Hospital Holdings, LLC
Its General Partner
By: Psychiatric Solutions Hospitals, LLC
Its Sole Member
By: Psychiatric Solutions, Inc.
Its Sole Member
By:: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
[Signature Page to the Ninth Amendment to the UHS Credit Agreement]
SHC-KPH, LP
By: HHC Kingwood Investment, LLC
Its General Partner
By: Horizon Health Hospital Services, LLC
Sole member of the General Partner
By: Horizon Health Corporation
Its sole member
By:: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
[Signature Page to the Ninth Amendment to the UHS Credit Agreement]
H.C. PARTNERSHIP
By: H. C. Corporation
Its General Partner
By:: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
By: HSA Hill Crest Corporation
Its General Partner
By:: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
[Signature Page to the Ninth Amendment to the UHS Credit Agreement]
BHC OF INDIANA, GENERAL PARTNERSHIP
By: Columbus Hospital Partners, LLC
Its General Partner
By: Lebanon Hospital Partners, LLC
Its General Partner
By: Northern Indiana Partners, LLC
Its General Partner
By: Valle Vista Hospital Partners, LLC
Its General Partner
By: BHC Healthcare, LLC
The Sole Member of each of the above General Partners
By: BHC Holdings, Inc.
Its Sole Member
By:: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
[Signature Page to the Ninth Amendment to the UHS Credit Agreement]
INDEPENDENCE PHYSICIAN MANAGEMENT, LLC
By: UHS of Fairmount, Inc.
Its sole member
By:: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
[Signature Page to the Ninth Amendment to the UHS Credit Agreement]
Behavioral Health Management, LLC
Behavioral Health Realty, LLC
CAT Realty, LLC
CAT Seattle, LLC
MAYHILL BEHAVIORAL HEALTH, LLC
Psychiatric Realty, LLC
RR RECOVERY, LLC
Salt Lake Behavioral Health, LLC
Salt Lake Psychiatric Realty, LLC
UBH OF OREGON, LLC
UBH of Phoenix, LLC
UBH of Phoenix Realty, LLC
University Behavioral Health of El Paso, LLC
By: Ascend Health Corporation
Its sole member
By:: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
[Signature Page to the Ninth Amendment to the UHS Credit Agreement]
GARFIELD PARK HOSPITAL, LLC
By: UHS of Hartgrove, Inc.
Its sole member
By:: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
[Signature Page to the Ninth Amendment to the UHS Credit Agreement]
abs lincs ky, llc
HUGHES CENTER, LLC
By: Alternative Behavioral Services, Inc.
Its sole member
By:: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
[Signature Page to the Ninth Amendment to the UHS Credit Agreement]
VALLEY HEALTH SYSTEM LLC
By: Valley Hospital Medical Center, Inc.
Its sole member
By:: /s/ Steve Filton
Name: Steve Filton
Title: Vice President
[Signature Page to the Ninth Amendment to the UHS Credit Agreement]
UHP LP
By: Island 77 LLC
Its general partner
By: Ascend Health Corporation
Its sole member
By:: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
[Signature Page to the Ninth Amendment to the UHS Credit Agreement]
BEACH 77 LP
By: 2026 W. University Properties, LLC
Its general partner
By: Ascend Health Corporation
Its sole member
By:: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
[Signature Page to the Ninth Amendment to the UHS Credit Agreement]
CORAL SHORES BEHAVIORAL HEALTH, LLC
By: Children’s Comprehensive Services, Inc.
Its sole member
By:: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
[Signature Page to the Ninth Amendment to the UHS Credit Agreement]
DVH HOSPITAL ALLIANCE LLC
By: UHS Holding Company, Inc.
Its sole member
By:: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
[Signature Page to the Ninth Amendment to the UHS Credit Agreement]
DHP 2131 K ST, LLC
By: District Hospital Partners, L.P.
Its sole member
By: UHS of D.C., Inc.
Its general partner
By:: /s/ Steve Filton
Name: Steve Filton
Title: Vice President
[Signature Page to the Ninth Amendment to the UHS Credit Agreement]
UHS FUNDING, LLC
By: UHS of Delaware, Inc.
Its majority member
By:: /s/ Steve Filton
Name: Steve Filton
Title: Executive Vice President and Chief Financial Officer
By: Universal Health Services, Inc.
Its minority member
By:: /s/ Steve Filton
Name: Steve Filton
Title: Executive Vice President, Chief Financial Officer and Secretary
[Signature Page to the Ninth Amendment to the UHS Credit Agreement]
MILWAUKEE BEHAVIORAL HEALTH, LLC
By: UHS of Delaware, Inc.
Its minority member
By:: /s/ Steve Filton
Name: Steve Filton
Title: Executive Vice President and Chief Financial Officer
By: UHS Funding, LLC
Its majority member
By: UHS of Delaware, Inc.
Its majority member
By:: /s/ Steve Filton
Name: Steve Filton
Title: Executive Vice President and Chief Financial Officer
[Signature Page to the Ninth Amendment to the UHS Credit Agreement]
FANNIN MANAGEMENT SERVICES, LLC
By: UHS of Texoma, Inc.
Its sole member
By:: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
[Signature Page to the Ninth Amendment to the UHS Credit Agreement]
RIDGE OUTPATIENT COUNSELING, L.L.C.
By: UHS of Ridge, LLC
Its sole member
By:: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
[Signature Page to the Ninth Amendment to the UHS Credit Agreement]
BLOOMINGTON MEADOWS, GENERAL PARTNERSHIP
By: BHC of Indiana, General Partnership,
its General Partner
By: Columbus Hospital Partners, LLC,
its General Partner
By: Lebanon Hospital Partners, LLC,
its General Partner
By: Northern Indiana Partners, LLC,
its General Partner
By: Valle Vista Hospital Partners, LLC,
its General Partner
By: BHC Healthcare, LLC,
the Sole Member of each of the
above General Partners
By: BHC Holdings, Inc.
its Sole Member
By: : /s/ Steve Filton
Name: Steve Filton
Title: Vice President
By: Indiana Psychiatric Institutes, LLC,
its General Partner
By: BHC Healthcare, LLC,
its Sole Member
By: BHC Holdings, Inc.
its Sole Member
By: : /s/ Steve Filton
Name: Steve Filton
Title: Vice President
[Signature Page to the Ninth Amendment to the UHS Credit Agreement]
JPMORGAN CHASE BANK, N.A., as Administrative Agent, an Existing Lender and a 2022 Incremental Term Lender
|
|
By: |
: /s/ Joon Hur |
[Signature Page to the Ninth Amendment to the UHS Credit Agreement]
BANK OF AMERICA, N.A.,
as an Existing Lender and a 2022 Incremental Term Lender
|
|
By: |
: /s/ Alexandra Korchmar |
[Signature Page to the Ninth Amendment to the UHS Credit Agreement]
TRUIST BANK,
as an Existing Lender and a 2022 Incremental Term Lender
|
|
By: |
: /s/ Anton Brykalin |
[Signature Page to the Ninth Amendment to the UHS Credit Agreement]
U.S. BANK NATIONAL ASSOCIATION,
as an Existing Lender and a 2022 Incremental Term Lender
|
|
By: |
: /s/ Tom Priedeman |
[Signature Page to the Ninth Amendment to the UHS Credit Agreement]
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as an Existing Lender and a 2022 Incremental Term Lender
|
|
By: |
: /s/ Jordan Harris |
[Signature Page to the Ninth Amendment to the UHS Credit Agreement]
TD BANK, N.A.,
as an Existing Lender and a 2022 Incremental Term Lender
|
|
By: |
: /s/ Bernadette Collins |
[Signature Page to the Ninth Amendment to the UHS Credit Agreement]
SUMITOMO MITSUI BANKING CORPORATION,
as an Existing Lender and a 2022 Incremental Term Lender
|
|
By: |
: /s/ Gail Motonaga |
[Signature Page to the Ninth Amendment to the UHS Credit Agreement]
KEYBANK, NATIONAL ASSOCIATION,
as an Existing Lender and a 2022 Incremental Term Lender
|
|
By: |
: /s/ Tanille Ingle |
[Signature Page to the Ninth Amendment to the UHS Credit Agreement]
MIZUHO BANK, LTD.,
as an Existing Lender and a 2022 Incremental Term Lender
|
|
By: |
: /s/ John Davies |
[Signature Page to the Ninth Amendment to the UHS Credit Agreement]
PNC BANK, NATIONAL ASSOCIATION,
as an Existing Lender and a 2022 Incremental Term Lender
|
|
By: |
: /s/ Emad N. Antoan |
[Signature Page to the Ninth Amendment to the UHS Credit Agreement]
FIFTH THIRD, NATIONAL ASSOCIATION,
as an Existing Lender and a 2022 Incremental Term Lender
|
|
By: |
: /s/ Thomas Avery |
[Signature Page to the Ninth Amendment to the UHS Credit Agreement]
GOLDMAN SACHS BANK USA,
as an Existing Lender and a 2022 Incremental Term Lender
|
|
By: |
: /s/ William E. Briggs IV |
[Signature Page to the Ninth Amendment to the UHS Credit Agreement]
THE BANK OF EAST ASIA, LIMITED, NEW YORK BRANCH,
as an Existing Lender and a 2022 Incremental Term Lender
|
|
By: |
: /s/ Chong Tan |
|
|
By: |
: /s/ Manny Kwok |
[Signature Page to the Ninth Amendment to the UHS Credit Agreement]
CAPITAL ONE, NATIONAL ASSOCIATION,
as an Existing Lender and a 2022 Incremental Term Lender
|
|
By: |
: /s/ Brian Grady |
[Signature Page to the Ninth Amendment to the UHS Credit Agreement]
HANCOCK WHITNEY BANK,
as an Existing Lender and a 2022 Incremental Term Lender
|
|
By: |
: /s/ Michael Woodnorth |
[Signature Page to the Ninth Amendment to the UHS Credit Agreement]
MUFG BANK, LTD.,
as an Existing Lender
|
|
By: |
: /s/ Kevin Wood |
[Signature Page to the Ninth Amendment to the UHS Credit Agreement]
SANTANDER BANK, N.A.,
as an Existing Lender
|
|
By: |
: /s/ Irv Roa |
[Signature Page to the Ninth Amendment to the UHS Credit Agreement]
SIEMENS FINANCIAL SERVICES, INC.,
as an Existing Lender
|
|
By: |
: /s/ Marin Lewis |
|
|
By: |
: /s/ Philip Murray |
[Signature Page to the Ninth Amendment to the UHS Credit Agreement]
Schedule 1
|
2022 Incremental Term Lender |
2022 Incremental Term Loan Amount |
|
JPMorgan Chase Bank, N.A. |
$70,000,000 |
|
Bank of America, N.A. |
$70,000,000 |
|
Truist Bank |
$70,000,000 |
|
U.S. Bank National Association |
$70,000,000 |
|
Wells Fargo Bank, National Association |
$70,000,000 |
|
TD Bank, N.A. |
$65,000,000 |
|
Sumitomo Mitsui Banking Corporation |
$65,000,000 |
|
KeyBank, National Association |
$40,000,000 |
|
Mizuho Bank, Ltd. |
$35,000,000 |
|
PNC Bank, National Association |
$35,000,000 |
|
Fifth Third Bank, National Association |
$25,000,000 |
|
Goldman Sachs Bank USA |
$25,000,000 |
|
The Bank of East Asia, Limited, New York Branch |
$20,000,000 |
|
Capital One, National Association |
$20,000,000 |
|
Hancock Whitney Bank |
$20,000,000 |
|
Total |
$700,000,000 |
[Signature Page to the Ninth Amendment to the UHS Credit Agreement]
Conformed through the Eighth Amendment, dated as of September 10, 2021
Reflecting amendments made pursuant to the Ninth Amendment, dated as of June 23, 2022
Annex A
AMENDED CREDIT AGREEMENT
[See Attached]
Annex A
Conformed through the Eighth Amendment, dated as of September 10, 2021
Reflecting amendments made pursuant to the Ninth Amendment, dated as of June 23, 2022
CREDIT AGREEMENT
among
UNIVERSAL HEALTH SERVICES, INC.,
as Borrower,
The Several Lenders from Time to Time Parties Hereto,
FIFTH THIRD BANK, NATIONAL ASSOCIATION,
SUMITOMO MITSUI BANKING CORPORATION, and
CAPITAL ONE, N.A.
as Co-Documentation Agents,
BOFA SECURITIES, INC.,
TRUIST BANK, GOLDMAN SACHS BANK USA,
WELLS FARGO BANK, NATIONAL ASSOCIATION, MIZUHO BANK, LTD.,
MUFG BANK LTD., PNC BANK NATIONAL ASSOCIATION, TD BANK, N.A. and U.S. BANK NATIONAL ASSOCIATION
as Co-Syndication Agents,
and
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent
Dated as of November 15, 2010 and amended and restated as of September 21, 2012, August 7, 2014, October 23, 2018 and August 24, 2021
BOFA SECURITIES, INC.,
JPMORGAN CHASE BANK, N.A. and
as Joint Lead Arrangers and Joint Bookrunners
with respect to the Revolving Facility and the Tranche A Term Facility
86
TABLE OF CONTENTS
Page
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SECTION 1. DEFINITIONS |
1 |
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1.1 |
Defined Terms1 |
i
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ii
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|
iii
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|
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|
10.19 |
Acknowledgement Regarding Any Supported QFCs101 |
iv
SCHEDULES:
1.1ACommitments
1.1B[Reserved]
1.1CNon-Material Subsidiaries
1.1DSpecified Receivables Subsidiaries
1.1EExisting Letters of Credit
3.1Letters of Credit
4.2Changes
4.4(a)Consents, Authorizations, Filings and Notices
4.4(b)Pending Consents, Authorizations, Filings and Notices
4.6Litigation
4.15Subsidiaries
4.19(a)UCC Filing Jurisdictions
6.13 Post-Closing Covenants
7.2(d)Existing Indebtedness
7.3(f)Existing Liens
EXHIBITS:
AForm of Collateral Agreement
BForm of Subsidiary Guarantee Agreement
CForm of Closing Certificate
D[Reserved]
EForm of Assignment and Assumption
F-1Form of Legal Opinion of General Counsel of Universal Health Services, Inc.
F-2Form of Legal Opinion of Norton Rose Fulbright US LLP
GForm of Exemption Certificate
HForm of Compliance Certificate
I-1Form of Increased Facility Activation Notice—Incremental Term Loans
I-2Form of Increased Facility Activation Notice—Incremental Revolving Commitments
I-3Form of New Lender Supplement
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CREDIT AGREEMENT (this “Agreement”), dated as of November 15, 2010 and amended and restated as of September 21, 2012, August 7, 2014, October 23, 2018 and August 24, 2021, among UNIVERSAL HEALTH SERVICES, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), FIFTH THIRD BANK, NATIONAL ASSOCIATION, SUMITOMO MITSUI BANKING CORPORATION, and CAPITAL ONE, N.A., as co-documentation agents (in such capacity, the “Co-Documentation Agents”), BOFA SECURITIES, INC., TRUIST BANK, GOLDMAN SACHS BANK USA, WELLS FARGO BANK, NATIONAL ASSOCIATION, MIZUHO BANK, LTD., MUFG BANK LTD., PNC BANK NATIONAL ASSOCIATION, TD BANK, N.A. and U.S. BANK NATIONAL ASSOCIATION, as co-syndication agents (in such capacity, the “Co-Syndication Agents”), and JPMORGAN CHASE BANK, N.A., as administrative agent.
The parties hereto hereby agree as follows:
. As used in this Agreement, the terms listed in this Section 1.1 shall have the respective meanings set forth in this Section 1.1.
“2016 Indenture”: the Indenture entered into by the Borrower and certain of its Subsidiaries in connection with the issuance of the 5.00% Secured Senior Notes together with all instruments and other agreements entered into by the Borrower or such Subsidiaries in connection therewith.
“2020 Indenture”: the Indenture entered into by the Borrower and certain of its Subsidiaries in connection with the issuance of the 2.65% Secured Senior Notes together with all instruments and other agreements entered into by the Borrower or such Subsidiaries in connection therewith.
“2021 Indenture”: the Indentures entered into by the Borrower and certain of its Subsidiaries in connection with the issuance of the 1.65% Secured Senior Notes and 2.65% Secured Senior Notes together with all instruments and other agreements entered into by the Borrower or such Subsidiaries in connection therewith.
“2021 Transactions”: (i) the Loans to be made on the Seventh Amendment Effective Date and the use of proceeds thereof, (ii) the redemption of all of the outstanding 5.00% Secured Senior Notes due 2026, (iii) the offering and closing of the transactions related to the 2021 Indenture and (iv) the payment of fees and expenses in connection with the foregoing.
“2.65% 2030 Secured Senior Notes”: the senior notes of the Borrower issued pursuant to the 2020 Indenture due 2030.
“1.65% Secured Senior Notes”: the senior notes of the Borrower issued pursuant to the 2021 Indenture due 2026.
“2.65% 2032 Secured Senior Notes”: the senior notes of the Borrower issued pursuant to the 2021 Indenture due 2032.
“5.00% Secured Senior Notes”: the senior notes of the Borrower issued pursuant to the 2016 Indenture due 2026.
“ABR”: for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the NYFRB Rate in effect on such day plus ½ of 1% and (c) the Adjusted LIBOTerm SOFR Rate for a one month Interest Period onas published two U.S. Government Securities Business Days prior to such day (or if such day is not a U.S. Government Securities Business Day, the immediately preceding U.S. Government Securities Business Day) plus 1.01%; provided that for the purpose of this definition, the Adjusted LIBOTerm SOFR Rate for any day shall be based on the LIBO Screen Rate (or if the LIBO Screen Rate is not available for such one month Interest Period, the LIBO Interpolated Rate)Term SOFR Reference Rate at approximately 11:00 a.m. London5:00 a.m. Chicago time on such day (or any amended publication time for the Term SOFR Reference Rate, as specified by the CME Term SOFR Administrator in the Term SOFR Reference Rate methodology). Any change in ABR due to a change in the Prime Rate, the NYFRB Rate or the Adjusted LIBOTerm SOFR Rate shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or the Adjusted LIBOTerm SOFR Rate, respectively. If the ABR is being used as an alternate rate of interest pursuant to Section 2.16 (for the avoidance of doubt, only until the Benchmark Replacement has been determined pursuant to Section 2.16(b)), then ABR shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above. For the avoidance of doubt, if ABR as determined pursuant to the foregoing would be less than 1.0%, such rate shall be deemed to be 1.0% for purposes of this Agreement.
“ABR Loans”: Loans the rate of interest applicable to which is based upon the ABR.
“Acquisition”: any acquisition by the Borrower or any of its Subsidiaries, whether by purchase, merger or otherwise, of all or substantially all of the assets of, or any business line, unit or division of, any Person (other than an existing Subsidiary) or of a majority of the outstanding Capital Stock of any Person (other than an existing Subsidiary) such that such Person shall become a Subsidiary immediately upon consummation thereof.
“Additional Notes”: as defined in Section 7.2(j).
“Adjusted Daily Simple SOFR”: an interest rate per annum equal to (a) the Daily Simple SOFR, plus (b) 0.10 %; provided that if the Adjusted Daily Simple SOFR Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.
“Adjusted LIBOTerm SOFR Rate” means, with respect to any Eurodollar Borrowing denominated in Dollars: for any Interest Period, an interest rate per annum equal to (a) the LIBOTerm SOFR Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate, plus (b) 0.10%; provided that if the Adjusted Term SOFR Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.
“Adjustment Date”: as defined in the Applicable Pricing Grid.
“Administrative Agent”: JPMorgan Chase Bank, N.A., together with its affiliates, as the arranger of the Commitments and as the administrative agent for the Lenders under this Agreement and the other Loan Documents and, as applicable, as Collateral Agent, together with any of its successors.
“Affected Financial Institution”: (a) any EEA Financial Institution or (b) any UK Financial Institution.
“Affiliate”: as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” of a Person means the power, directly or indirectly, either to (a) vote 10% or more of the securities having
2
ordinary voting power for the election of directors (or persons performing similar functions) of such Person or (b) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.
“Agents”: the collective reference to the Co-Syndication Agents, the Co-Documentation Agents, the Administrative Agent and the Collateral Agent.
“Aggregate Exposure”: with respect to any Lender at any time, an amount equal to (a) until the Closing Date, the aggregate amount of such Lender’s Commitments at such time and (b) thereafter, the sum of (i) the aggregate then unpaid principal amount of such Lender’s Term Loans and (ii) the amount of such Lender’s Revolving Commitment then in effect or, if any Class of Revolving Commitments of such Lender have been terminated, the amount of such Lender’s Revolving Extensions of Credit then outstanding.
“Aggregate Exposure Percentage”: with respect to any Lender at any time, the ratio (expressed as a percentage) of such Lender’s Aggregate Exposure at such time to the Aggregate Exposure of all Lenders at such time.
“Agreement”: as defined in the preamble hereto.
“Ancillary Fees”: as defined in Section 10.1(ba)(xi).
“Ancillary Document”: as defined in Section 10.8(b).
“Anti-Corruption Laws”: all laws, rules, and regulations of any jurisdiction applicable to the Borrower or its Subsidiaries from time to time concerning or relating to bribery or corruption.
“Applicable Margin”: (a) for each Type of Loan (other than Incremental Term Loans), the rate per annum set forth under the relevant column heading below:
; provided, that on and after the first Adjustment Date occurring after the completion of the first full fiscal quarter of the Borrower after the Seventh Amendment Effective Date, the Applicable Margin with respect to Revolving Loans, Swingline Loans and Tranche A Term Loans will be determined pursuant to the Applicable Pricing Grid; and
(b)for Incremental Term Loans, such per annum rates as shall be agreed to by the Borrower and the applicable Incremental Term Lenders as shown in the applicable Increased Facility Activation Notice.
3
“Applicable Pricing Grid”: the table set forth below:
Changes in the Applicable Margin resulting from changes in the Consolidated Net Leverage Ratio shall become effective on the date (the “Adjustment Date”) that is three Business Days after the date on which financial statements are delivered to the Administrative Agent pursuant to Section 6.1 and shall remain in effect until the next change to be effected pursuant to this paragraph.
If any financial statements referred to above are not delivered within the time periods specified in Section 6.1, then, until the date that is three Business Days after the date on which such financial statements are delivered, the highest rate set forth in each column of the Applicable Pricing Grid shall apply. In addition, at all times while an Event of Default under Section 8(a) or Section 8(f) shall have occurred and be continuing, the highest rate set forth in each column of the Applicable Pricing Grid shall apply. Each determination of the Consolidated Net Leverage Ratio pursuant to the Applicable Pricing Grid shall be made in a manner consistent with the determination thereof pursuant to Section 7.1.
In the event that any financial statement or Compliance Certificate delivered pursuant to Section 6.1 or 6.2(b), respectively, is shown to be inaccurate, and such inaccuracy, if corrected, would have led to a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall immediately deliver to the Administrative Agent a correct Compliance Certificate for such Applicable Period, (ii) the Applicable Margin shall be determined by reference to the corrected Compliance Certificate (but in no event shall the Administrative Agent or the Lenders owe any amounts to Borrower), and (iii) the Borrower shall immediately pay to the Administrative Agent the additional interest owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Administrative Agent in accordance with the terms hereof. This paragraph shall not limit the rights of the Administrative Agent and the Lenders hereunder.
“Application”: an application, in such form as the applicable Issuing Lender may specify from time to time, requesting such Issuing Lender to open a Letter of Credit.
“Approved Fund”: as defined in Section 10.6(b).
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“Asset Sale”: any Disposition of property or series of related Dispositions of property (excluding any such Disposition permitted by clause (a), (b), (c), (d) or (e) of Section 7.5) that yields gross proceeds to any Group Member (valued at the initial principal amount thereof in the case of non-cash proceeds consisting of notes or other debt securities and valued at fair market value in the case of other non-cash proceeds) in excess of $500,000.
“Assignee”: as defined in Section 10.6(b).
“Assignment and Assumption”: an Assignment and Assumption, substantially in the form of Exhibit E.
“Available Excess Cash Flow Amount”: the sum of (x) $508,379,000 and (y) commencing with the fiscal year ending December 31, 2021, the amount equal to 50% of the cumulative Excess Cash Flow, if any, for each fiscal year for which financial statements have been delivered pursuant to Section 6.1(a).
“Available Revolving Commitment”: as to any Revolving Lender at any time, an amount equal to the excess, if any, of (a) such Lender’s Revolving Commitment then in effect over (b) such Lender’s Revolving Extensions of Credit then outstanding; provided, that in calculating any Lender’s Revolving Extensions of Credit for the purpose of determining such Lender’s Available Revolving Commitment pursuant to Section 2.8(a), the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero.
“Available Tenor” means,: as of any date of determination and with respect to the then-current Benchmark, as applicable, any tenor for such Benchmark (or component thereof) or payment period for interest calculated with reference to such Benchmark (or component thereof), as applicable, that is or may be used for determining the length of an Interest Period for any term rate or otherwise, for determining any frequency of making payments of interest calculated pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to clause (fe) of Section 2.16.
“Bail-In Action”: the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.
“Bail-In Legislation”: (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).
“Bankruptcy Event”: with respect to any Person, such Person becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment, provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest or the exercise of control, in such Person by a Governmental Authority or instrumentality thereof, provided, further, that such ownership interest does not result in or
5
provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any obligation hereunder.
“Benchmark” means,: initially, with respect to any Eurodollar(i) RFR Loan, the Adjusted LIBODaily Simple SOFR or (ii) Term Benchmark Loan, the Term SOFR Rate; provided that if a Benchmark Transition Event, a Term SOFR Transition Event, an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, and itsand the related Benchmark Replacement Date have occurred with respect to the Adjusted LIBODaily Simple SOFR or Term SOFR Rate, as applicable, or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to clause (b) or clause (c) of Section 2.16.
“Benchmark Replacement” means,: for any Available Tenor, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date; provided that, in the case of an Other Benchmark Rate Election, “Benchmark Replacement” shall mean the alternative set forth in (3) below:
(1)the sum of: (a) Term SOFR and (b) the related Benchmark Replacement Adjustment;