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EXHIBIT 10.1
EXECUTION COPY
AMENDMENT NO. 1 TO CREDIT AGREEMENT
AMENDMENT dated as of June 29, 1998 to the Credit Agreement dated as of
July 8. 1997 (the "CREDIT AGREEMENT") among UNIVERSAL HEALTH SERVICES, INC.
(the "BORROWER"), the BANKS party thereto (the "BANKS") and XXXXXX GUARANTY
TRUST COMPANY OF NEW YORK, as the Agent (the "AGENT").
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 signature pages hereof are willing to
increase their respective Commitments to the respective amounts set forth
opposite their names on the signature pages hereof, resulting in an
aggregate increase in their respective Commitments equal to the $100,000,000
increase requested by the Borrower;
WHEREAS, the parties hereto desire to enter into this Amendment to serve
as the agreement contemplated by Section 2.19(d)(i) to memorialize such
increase in the Commitments, and this Amendment is satisfactory in form and
substance to the Agent for such purpose; and
WHEREAS, at the date hereof there are no Loans outstanding under the
Agreement;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Defined Terms; References. Unless otherwise specifically
defined herein, each term used herein which is defined in the Credit
Agreement has the meaning assigned to such term in the Credit Agreement.
Each reference to "hereof", "hereunder", "herein" and "hereby" and each
similar reference and each reference to "this Agreement" and each similar
reference contained in the Credit Agreement shall, after this Amendment
becomes effective, refer to the Credit Agreement as amended hereby. The term
"Notes" defined in the Agreement shall include from and after the date
hereof the New Notes (as defined below).
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SECTION 2. Increases in Commitments. With effect from and including the
Amendment Effective Date (as defined in Section 6 below), (i) each Person
listed on the signature pages hereof which is not a party to the Agreement
(a "New Bank") shall become a Bank party to the Agreement and (ii) the
Commitment of each Bank listed on the signature pages hereof shall be the
amount set forth opposite its name on the signature pages hereof, as such
amount may be changed from time to time subsequent to the Amendment
Effective Date pursuant to Section 2.09, 2.11 or 2.06(c) of the Credit
Agreement. Any Bank whose Commitment is changed to zero shall upon such
effectiveness cease to be a Bank party to the Agreement, and all accrued
fees and other amounts payable under the Agreement for the account of such
Bank shall be due and payable on such date; provided that the provisions of
Section 8.03 and 9.03 of the Agreement shall continue to inure to the
benefit of such Bank.
SECTION 3. Representations of Borrower. The Borrower represents and
warrants that (i) the representations and warranties of the Borrower set
forth in Article 4 of the Credit Agreement will be true on and as of the
Amendment Effective Date and (ii) no Default will have occurred and be
continuing on such date.
SECTION 4 Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 5 Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument.
SECTION 6 Effectiveness. This Amendment shall become effective as of the
date hereof on the date when the following conditions are met (the
"AMENDMENT EFFECTIVE DATE"):
(a) the Agent shall have received from each of the Borrower and the
Banks listed on the signature pages hereof a counterpart hereof signed
by such party or facsimile or other written confirmation (in form
satisfactory to the Agent) that such party has signed a counterpart
hereof;
(b) the Agent shall have received a duly executed Note for the New Bank
( a "New Note"), dated on or before date of effectiveness hereof and
otherwise in compliance with Section 2.05 of the Agreement;
(c) the Agent shall have received an opinion of the General Counsel of
the Borrower, substantially to the effect of paragraphs 2 and 3 of
Exhibit E-2 to the Credit Agreement with reference to this Amendment and
the Credit Agreement as amended hereby; and
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(d) the Agent shall have received a certified copy of action by the
Board of Directors of the Borrower authorizing the increase in the
aggregate amount of the Commitments effected pursuant to this Amendment.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
UNIVERSAL HEALTH SERVICES, INC
By /s/ Xxxx X. Xxxxxx
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Title: Senior Vice President and
Chief Financial Officer
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Commitments
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$68,000,000 XXXXXX GUARANTY TRUST COMPANY OF NEW YORK
By
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Title:
$57,000,000 BANK OF AMERICA NATIONAL
TRUST AND SAVINGS
ASSOCIATION
By
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Title:
$57,000,000 NATIONSBANK, N.A
By
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Title:
$45,000,000 FIRST UNION NATIONAL BANK
By
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Title:
$43,000,000 THE CHASE MANHATTAN BANK
By
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Title:
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$30,000,000 PNC BANK, N.A.
By
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Title:
$25,000,000 BANCO POPULAR DE PUERTO RICO
By
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Title:
By
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Title:
$25,000,000 THE FIRST NATIONAL BANK,
OF CHICAGO
By
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Title:
$25,000,000 FLEET NATIONAL BANK
By
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Title:
$25,000,000 MELLON BANK, N.A.
By
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Title:
$-0- CORESTATES BANK, N.A.
By
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Title:
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