Clauses Restricting Subsidiary Distributions from Credit Agreement
CREDIT AGREEMENT (this Agreement), dated as of November 15, 2010 and amended and restated as of September 21, 2012, 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), CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, MIZUHO CORPORATE BANK LTD. and ROYAL BANK OF CANADA, as co-documentation agents (in such capacity, the Co-Documentation Agents), BANK OF TOKYO-MITSUBISHI UFJ TRUST COMPANY, 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.
Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (iii) with respect to any Subsidiary that is not a Wholly Owned Subsidiary, restrictions contained in the formation documents of such Subsidiary (provided that in the case of any such Subsidiary in existence on the Closing Date, the exception provided for in this clause (iii) shall only be applicable with respect to the formation documents of such Subsidiary as in effect on July 9, 2010, or the date of formation of such Subsidiary if a later date), (iv) restrictions contained in the HUD Transaction Documents on the date hereof and (v) the 2010 Indenture and any refinancing thereof permitted by Section 7.2(m); provided that the provisions of any such refinancing that impose any encumbrance or restriction described in the foregoing clauses (a) through (c) are at least as favorable to the Secured Parties as those contained in the 2010 Indenture.