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EXHIBIT 10.1
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UNIVERSAL HEALTH SERVICES, INC.
and
PNC BANK, National Association, Trustee
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SUPPLEMENTAL INDENTURE
Dated as of January 1, 1998
to
INDENTURE
Dated as of July 15, 1995
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Debt Securities
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SUPPLEMENTAL INDENTURE, dated as of January 1, 1998 between Universal
Health Services, Inc., a Delaware corporation (the "Company"), and PNC Bank,
National Association, a national banking association incorporated and existing
under the laws of the United States of America, as Trustee (the "Trustee").
Capitalized terms used but not defined herein shall have the meanings assigned
to such terms in the Indenture, dated as of July 15, 1995, between the Company
and the Trustee (the "Indenture").
RECITALS
WHEREAS, the Company and the Trustee previously duly executed, and the
Company duly delivered to the Trustee, the Indenture, relating to $135,000,000
principal amount at maturity of the Company's 8 3/4% Senior Notes due 2005 (the
"Securities");
WHEREAS, pursuant to Section 9.02 of the Indenture, the Company and the
Trustee have obtained the consent of the Holders of at least a majority in
principal amount of the outstanding Securities to the amendment made hereby;
WHEREAS, the Board of Directors of the Company has authorized the
execution of this Supplemental Indenture and its delivery to the Trustee;
WHEREAS, the Company has delivered an Officers' Certificate and Opinion of
Counsel to the Trustee pursuant to Section 10.04 of the Indenture; and
WHEREAS, all other actions necessary to make this Supplemental Indenture a
legal, valid and binding obligation of the parties hereto in accordance with
its terms and the terms of the Indenture have been performed;
NOW, THEREFORE, in consideration of the promises contained herein and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the Company and the Trustee hereby mutually covenant and
agree for the equal and proportionate benefit of all Holders of the Securities
as follows:
ARTICLE I
AMENDMENT
SECTION 1.01. Section 2(b)(vii) of the Authorizing Resolution adopted by
the Pricing Committee of the Board of Directors of the Company on August 1, 1995
(the "Authorizing Resolution") is hereby amended by deleting the words
"(excluding guarantees of obligations (as defined in paragraph 3(bb) below)
under the Credit Agreement by Subsidiaries of UHS)."
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SECTION 1.02. Section 2(b)(viii) of the Authorizing Resolution is
hereby deleted in its entirety and replaced with the following:
"(viii) the incurrence by any Subsidiary of UHS of:
"(a) any existing Indebtedness of any Person at the time such Person
becomes a Subsidiary and not created in contemplation of such event;
"(b) any Indebtedness incurred or assumed for the purpose of
financing all or any part of the cost of acquiring or developing any
asset; provided that such Indebtedness is incurred concurrently with
or within 90 days after the acquisition thereof;
"(c) any Indebtedness of any Person existing at the time such Person
is merged with or into or consolidated with or into the Subsidiary and
not created in contemplation of such event; or
"(d) any Indebtedness secured by the Lien existing on any asset prior
to the acquisition thereof by the Borrower or a Subsidiary and not
created in contemplation of such acquisition;
"provided in each such case that the fair market value of the assets of
such Person or such asset acquired or developed exceeds the amount of
Indebtedness incurred or assumed;".
SECTION 1.03. Section 3(k) of the Authorizing Resolution is hereby
deleted in its entirety and replaced by "3(k) Intentionally omitted."
ARTICLE II
MISCELLANEOUS
SECTION 2.01. For all purposes of this Supplemental Indenture, except
as otherwise herein expressly provided or unless the context otherwise
requires: (A) the terms and expressions used herein shall have the same
meanings as corresponding terms and expressions used in the Indenture and (B)
the words "herein," "hereof" and "hereby" and other words of similar import
used in this Supplemental Indenture refer to this Supplemental Indenture as a
whole and not any particular Article, Section or other subdivision.
SECTION 2.02. Upon execution of this Supplemental Indenture, the
Indenture shall be modified in accordance therewith, but except as expressly
amended hereby, the Indenture is in all respects ratified and confirmed and all
the terms, conditions and provisions thereof shall remain in full force and
effect.
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SECTION 2.03. Upon execution, this Supplemental Indenture shall form a part
of the Indenture and the Supplemental Indenture and the Indenture shall be read,
taken and construed as one and the same instrument for all purposes, and every
holder of Securities heretofore or hereafter authenticated and delivered under
the Indenture shall be bound hereby.
SECTION 2.04. This Supplemental Indenture shall become effective as of the
date first above written.
SECTION 2.05. The Trustee accepts the amendment to the Indenture effected
by this Supplemental Indenture and agrees to execute the trust created by the
Indenture, as hereby amended, but only upon the terms and conditions set forth
in the Indenture, as hereby amended, including the terms and provisions defining
and limiting the liabilities and responsibilities of the Trustee, which terms
and provisions shall in like manner define and limit the Trustee's liabilities
in the performance of the trust created by the Indenture, as hereby amended.
Without limiting the generality of the foregoing, the Trustee has no
responsibility for the correctness of the recitals of fact herein contained
which shall be taken as the statements of the Company and makes no
representations as to the validity or sufficiency of this Supplemental
Indenture, except as to the due and valid execution hereof by the Trustee, and
shall incur no liability or responsibility in respect of the validity thereof.
The Trustee's execution of this Supplemental Indenture should not be construed
to be an approval or disapproval of the advisability of the amendments to the
Indenture provided herein.
SECTION 2.06. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THIS
SUPPLEMENTAL INDENTURE AND THE SECURITIES WITHOUT REGARDED TO THE PRINCIPLES OF
CONFLICTS OF LAW.
SECTION 2.07. This Supplemental Indenture may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original,
and all such counterparts shall together constitute one and the same instrument.
SECTION 2.08. The Company shall compensate and indemnify the Trustee in
respect of this Supplemental Indenture to the same extent as set forth in
Section 7.07 of the Indenture.
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SIGNATURES
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the date first written above.
[SEAL] UNIVERSAL HEALTH SERVICES, INC.
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Sr. Vice President & CFO
Attest:
/s/ Xxxxxx X. Xxxxxxxx
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[SEAL] PNC BANK, National Association
By: /s/ C. Hromych
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Name: C. Hromych
Title: Vice President
Attest:
/s/
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