EXHIBIT 4.2Option Agreement • September 22nd, 2000 • Universal Health Services Inc • Services-general medical & surgical hospitals, nec • Delaware
Exhibit 1.1 UNIVERSAL HEALTH SERVICES, INC. 6 3/4% Notes due 2011 Underwriting AgreementUniversal Health Services Inc • November 13th, 2001 • Services-general medical & surgical hospitals, nec • New York
CONFORMED COPY CREDIT AGREEMENTCredit Agreement • March 26th, 2002 • Universal Health Services Inc • Services-general medical & surgical hospitals, nec • New York
EXHIBIT 4.2 UNIVERSAL HEALTH SERVICES, INC. ------------------------------- STOCK OPTION AGREEMENT ----------------------Stock Option Agreement • October 4th, 1996 • Universal Health Services Inc • Services-general medical & surgical hospitals, nec • Delaware
i- 3 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP AND THE GENERAL PARTNER ......................... 24 3.1. Organization; Good Standing ........................... 24 3.2. Authority, Validity; No Breach ........................ 24...Contribution Agreement • August 12th, 1997 • Universal Health Services Inc • Services-general medical & surgical hospitals, nec • District of Columbia
UNIVERSAL HEALTH SERVICES, INC. and PNC BANK, National Association, Trustee ------------------------------- SUPPLEMENTAL INDENTURE Dated as of January 1, 1998 to INDENTURE Dated as of July 15, 1995Universal Health Services Inc • May 14th, 1998 • Services-general medical & surgical hospitals, nec • New York
Convertible Debentures due 2020 __________________________________________________________ INDENTUREUniversal Health Services Inc • August 11th, 2000 • Services-general medical & surgical hospitals, nec • New York
525,000,000 Convertible Debentures due 2020Purchase Agreement • September 19th, 2000 • Universal Health Services Inc • Services-general medical & surgical hospitals, nec • New York
AGREEMENT OFAgreement • August 12th, 1997 • Universal Health Services Inc • Services-general medical & surgical hospitals, nec • District of Columbia
and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Agent J.P. Morgan Securities Inc., Arranger 2 TABLE OF CONTENTSCredit Agreement • August 12th, 1997 • Universal Health Services Inc • Services-general medical & surgical hospitals, nec • New York
EXHIBIT 4.2Registration Rights Agreement • September 19th, 2000 • Universal Health Services Inc • Services-general medical & surgical hospitals, nec • New York
AGREEMENT OFAgreement • May 13th, 1997 • Universal Health Services Inc • Services-general medical & surgical hospitals, nec • District of Columbia
W I T N E S S E T H : WHEREAS, as contemplated by Section 2.19 of the Credit Agreement, the Borrower wished to increase the aggregate amount of the Commitments by $100,000,000 to an aggregate amount of $400,000,000; WHEREAS, the Banks listed on the...Credit Agreement • August 13th, 1998 • Universal Health Services Inc • Services-general medical & surgical hospitals, nec • New York
AGREEMENTAgreement • November 12th, 1998 • Universal Health Services Inc • Services-general medical & surgical hospitals, nec • New York
AMENDMENT NO. 3 TO POOLING AGREEMENTPooling Agreement • March 30th, 1999 • Universal Health Services Inc • Services-general medical & surgical hospitals, nec • New York
AMONGAsset Purchase Agreement • March 28th, 1996 • Universal Health Services Inc • Services-general medical & surgical hospitals, nec • Texas
CREDIT AGREEMENT among UNIVERSAL HEALTH SERVICES, INC., as Borrower, The Several Lenders from Time to Time Parties Hereto, CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, MIZUHO BANK, LTD. and ROYAL BANK OF CANADA, as Co- Documentation Agents, THE BANK...Credit Agreement • August 12th, 2014 • Universal Health Services Inc • Services-general medical & surgical hospitals, nec • New York
CREDIT AGREEMENT (this “Agreement”), dated as of November 15, 2010 and amended and restated as of September 21, 2012 and August 7, 2014, 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”), CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, MIZUHO BANK LTD. and ROYAL BANK OF CANADA, as co-documentation agents (in such capacity, the “Co-Documentation Agents”), THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., BANK OF AMERICA N.A. and SUNTRUST BANK, as co-syndication agents (in such capacity, the “Co-Syndication Agents”), and JPMORGAN CHASE BANK, N.A., as administrative agent.
NINTH AMENDMENT AND INCREASED FACILITY ACTIVATION NOTICECredit Agreement • June 27th, 2022 • Universal Health Services Inc • Services-general medical & surgical hospitals, nec • New York
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.
AGREEMENT AND PLAN OF MERGER among UNIVERSAL HEALTH SERVICES, INC., OLYMPUS ACQUISITION CORP. and PSYCHIATRIC SOLUTIONS, INC. Dated as of May 16, 2010Agreement and Plan of Merger • May 18th, 2010 • Universal Health Services Inc • Services-general medical & surgical hospitals, nec • Delaware
1 EXHIBIT 4.1Indenture • August 23rd, 1999 • Universal Health Services Inc • Services-general medical & surgical hospitals, nec • New York
INDENTURE Dated as of June 3, 2016 Among UNIVERSAL HEALTH SERVICES, INC. THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO MUFG UNION BANK, N.A., as Trustee and JPMORGAN CHASE BANK, N.A. as Collateral Agent 5.00% SENIOR SECURED NOTES DUE 2026Indenture • June 8th, 2016 • Universal Health Services Inc • Services-general medical & surgical hospitals, nec • New York
INDENTURE, dated as of June 3, 2016, among Universal Health Services, Inc., a Delaware corporation (the “Issuer”), the Guarantors (as defined herein) listed on the signature pages hereto, MUFG Union Bank, N.A., solely in its capacity as Trustee, and JPMorgan Chase Bank, N.A., as Collateral Agent.
AMENDED AND RESTATed ADVISORY AGREEMENTAmended and Restated Advisory Agreement • February 27th, 2019 • Universal Health Services Inc • Services-general medical & surgical hospitals, nec • Pennsylvania
THIS AMENDMENT AND RESTATEMENT TO ADVISORY AGREEMENT is entered into as of December 24, 1986 between Universal Health Realty Income Trust, a Maryland business trust (the “Trust”), and UHS of Delaware, Inc., a Delaware corporation (the “Advisor”) is effective as of January 1, 2019.
1 EXHIBIT 4.1Indenture • February 1st, 2000 • Universal Health Services Inc • Services-general medical & surgical hospitals, nec • New York
UNIVERSAL HEALTH SERVICES, INC. AMENDED AND RESTATED 2020 OMNIBUS STOCK AND INCENTIVE PLAN RESTRICTED STOCK UNITS AWARD AGREEMENTRestricted Stock Units Award Agreement • August 8th, 2022 • Universal Health Services Inc • Services-general medical & surgical hospitals, nec • Delaware
This Restricted Stock Units Award Agreement (the “Award Agreement”), made as of the date specified above (the “Grant Date”), by and between Universal Health Services, Inc., a Delaware corporation (the “Company”), and ###PARTICIPANT_NAME### (the “Participant”), residing at the address ###HOME_ADDRESS### set forth above.
UNIVERSAL HEALTH SERVICES, INC. 7.125% Notes due 2016 Underwriting AgreementUniversal Health Services Inc • May 30th, 2008 • Services-general medical & surgical hospitals, nec • New York
Corporate Integrity Agreement Between The Office Of Inspector General Of The Department Of Health And Human Services And Universal Health services, Inc. AND UHS OF DELAWARE, INC.Corporate Integrity Agreement • July 10th, 2020 • Universal Health Services Inc • Services-general medical & surgical hospitals, nec
EXHIBIT 10.31 SUMMERLIN CONTRIBUTION AGREEMENT Table of Contents -----------------Summerlin Contribution Agreement • March 25th, 1998 • Universal Health Services Inc • Services-general medical & surgical hospitals, nec • Nevada
SIXTH AMENDMENTCredit Agreement • October 24th, 2018 • Universal Health Services Inc • Services-general medical & surgical hospitals, nec • New York
CREDIT AGREEMENT (this “Agreement”), dated as of November 15, 2010 and amended and restated as of September 21, 2012, August 7, 2014 and October 23, 2018, 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”), BMO HARRIS BANK, N.A., FIFTH THIRD BANK, SUMITOMO MITSUI BANKING CORPORATION, PNC BANK NATIONAL ASSOCIATION, TD BANK, N.A., CAPITAL ONE, N.A. and DEUTSCHE BANK AG NEW YORK BRANCH, as co-documentation agents (in such capacity, the “Co-Documentation Agents”), MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, SUNTRUST BANK, WELLS FARGO BANK, NATIONAL ASSOCIATION, MIZUHO BANK, LTD., MUFG BANK LTD. and GOLDMAN SACHS BANK USA, as co-syndication agents (in such capacity, the “Co-Syndication Agents”), and JPMORGAN CHASE BANK, N.A., as administrative agent.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 5th, 2010 • Universal Health Services Inc • Services-general medical & surgical hospitals, nec • New York
This REGISTRATION RIGHTS AGREEMENT dated September 29, 2010 (this “Agreement”) is entered into by and among UHS Escrow Corporation, a Delaware corporation (the “Escrow Issuer”) and a direct wholly owned subsidiary of Universal Health Services Inc., a Delaware corporation (the “Company”), the Company, each of the guarantors that is a subsidiary of the Company listed in Schedule 1 hereto (the “UHS Subsidiary Guarantors”) and the initial purchasers (the “Initial Purchasers”) of the Securities (as defined below) for whom J.P. Morgan Securities LLC (“J.P. Morgan”) is acting as representative (the “Representative”).
AMENDED AND RESTATED COLLATERAL AGREEMENT made by UNIVERSAL HEALTH SERVICES, INC. and certain of its Subsidiaries, the Authorized Representatives and JPMorgan Chase Bank, N.A., as Collateral Agent Dated as of August 7, 2014Collateral Agreement • August 12th, 2014 • Universal Health Services Inc • Services-general medical & surgical hospitals, nec • New York
AMENDED AND RESTATED COLLATERAL AGREEMENT, dated as of August 7, 2014, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Grantors”), the Authorized Representatives (as defined below) and JPMorgan Chase Bank, N.A., as Collateral Agent (in such capacity, the “Collateral Agent”).
OWNERSHIP INTEREST PURCHASE AGREEMENTOwnership Interest Purchase Agreement • October 11th, 2005 • Universal Health Services Inc • Services-general medical & surgical hospitals, nec • Delaware
THIS OWNERSHIP INTEREST PURCHASE AGREEMENT (together with all Exhibits, Schedules and other documents and instruments incorporated herein by reference, the “Agreement”) is made and entered into as of the 3rd day of October, 2005, by and among Harbinger Private Equity Fund I, L.L.C., Keystone Group Kids, Inc., Michael Lindley (“Lindley”), Marty Weber, Ameris Healthcare Investments, LLC, Rainer Twiford, Al Smith (“Smith”), Mike White, Rodney Cawood (“Cawood”), Buddy Turner, Jeff Cross, Gail Debiec, Brad Gardner, Brad Williams, Don Wert, Rob Minor, Mike McCulla, Jim Shaheen, Rod Gaeta (each a “Seller” and collectively, the “Sellers”), and Universal Health Services, Inc., a Delaware corporation (“Buyer”).
ADDITIONAL AUTHORIZED REPRESENTATIVE JOINDER AGREEMENT, dated as of June 3, 2016 (this “Joinder Agreement”), among the Additional Authorized Representative (as defined below), the Existing Authorized Representative (as defined below), Universal Health...Authorized Representative Joinder Agreement • June 8th, 2016 • Universal Health Services Inc • Services-general medical & surgical hospitals, nec • New York
Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Amended and Restated Collateral Agreement, dated as of August 7, 2014, by and among the Borrower, the other Grantors party thereto, the Authorized Representatives and Collateral Agent (as amended, restated, modified, and/or supplemented from time to time, the “Collateral Agreement”).
UNIVERSAL HEALTH SERVICES, INC. SUPPLEMENTAL LIFE INSURANCE PLAN AND AGREEMENTInsurance Plan and Agreement • December 10th, 2010 • Universal Health Services Inc • Services-general medical & surgical hospitals, nec • Pennsylvania
THIS SUPPLEMENTAL LIFE INSURANCE PLAN AND AGREEMENT (the “Plan”), is made and entered into effective December 9, 2010, by and between Universal Health Services, Inc., a Delaware corporation (the “Company”), and Anthony Pantaleoni (the “Trustee”), as Trustee of the Alan B. Miller 2002 Trust (the “Trust”), which has been irrevocably designated by the insured executive, Alan B. Miller (the “Executive”) as the recipient of all benefits provided by the Company under the Plan on behalf of the Executive. The Plan is intended to constitute a “non-equity endorsement split dollar arrangement” under the Internal Revenue Code of 1986, as amended (the “Code”) and a “welfare benefit plan” under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and shall be interpreted accordingly.
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • November 8th, 2022 • Universal Health Services Inc • Services-general medical & surgical hospitals, nec • New York
This THIRD SUPPLEMENTAL INDENTURE, dated as of November 4, 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”).
AmENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 28th, 2022 • Universal Health Services Inc • Services-general medical & surgical hospitals, nec
AMENDMENT dated as of March 23, 2022 to the EMPLOYMENT AGREEMENT dated as of December 23, 2020, by and between UNIVERSAL HEALTH SERVICES, INC., a Delaware corporation having its principal office at 367 South Gulph Road, King of Prussia, Pennsylvania 19406 (the “Company”) and Marc D. MILLER, residing at 838 Summit Road, Penn Valley, Pennsylvania 19072 (“Mr. Miller”).
