Eighth Amendment, dated as of September 10, 2021, to the Credit Agreement
Execution Version
Exhibit 10.3
EIGHTH AMENDMENT
EIGHTH AMENDMENT, dated as of September 10, 2021 (this “Amendment”), to the Credit Agreement, dated as of November 15, 2010 (as amended, amended and restated or otherwise modified from time to time, the “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 has requested to amend the definition of “Adjusted LIBO Rate” to remove the reference to rounding the rate upwards, if necessary, to the next 1/16 of 1% effective as of August 24, 2021;
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 Credit Agreement are used herein as therein defined.
2.Amendment to the Credit Agreement.
Effective as of August 24, 2021, Section 1.1 of the Credit Agreement is hereby amended by replacing the definition of “Adjusted LIBO Rate” in its entirety with the following:
““Adjusted LIBO Rate” means, with respect to any Eurodollar Borrowing denominated in Dollars for any Interest Period, an interest rate per annum equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.”
3.Effectiveness. This Amendment, shall become effective (retroactive to August 24, 2021, as provided in Section 2) as of the date (the “Eighth Amendment Effective Date”) on which each of the following conditions precedent shall have been satisfied:
| (a) | The Administrative Agent shall have received the Amendment, dated as of the Eighth Amendment Effective Date, duly executed and delivered by the Borrower, the Guarantors and each Lender to the Credit Agreement. |
| (b) | Each of the representations and warranties made by any Loan Party in or pursuant to the Credit Agreement and other Loan Documents shall be true and correct in all material respects on and as of the Eighth 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). |
| (c) | No Default or Event of Default has occurred and is continuing on the Eighth Amendment Effective Date or after giving effect to the amendments contemplated herein. |
| (f) | 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 Eighth Amendment Effective Date. |
4.Effect. Except as expressly amended hereby and which shall take effect only on and after the Amendment, 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.
5.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.
6.Ratification. 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 Eighth 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 6. 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.
7.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.
8.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.
9.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.
10.NO NOVATION. This Amendment shall not extinguish the obligations for the payment of money outstanding under the Credit Agreement (except to the extent repaid as provided herein or in 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 (except to the extent repaid as provided herein). 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.
[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: By: /s/ Steve Filton
Name: Steve Filton
|
| Title: Executive Vice President, Chief Financial Officer and Secretary |
UHS OF DELAWARE, INC.
By: By: /s/ Steve Filton
Name: Steve Filton
|
| Title: Executive Vice President and Chief Financial Officer |
[Signature Page to the Eighth 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.
MCALLEN 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 Eighth Amendment to the UHS Credit Agreement]
ABS LINCS SC, INC.
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.
HORIZON HEALTH CORPORATION
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 Eighth Amendment to the UHS Credit Agreement]
UHS OF TIMBERLAWN, INC.
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.
UHS OF MADERA, INC.
By:/s/ Steve Filton
Name:Steve Filton
Title:Vice President
[Signature Page to the Eighth 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 Eighth 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 Eighth 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 Eighth 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 Eighth 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 Eighth 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 Eighth 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 Eighth 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 Eighth 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 Eighth 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 Eighth 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 Eighth 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
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 Eighth 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 Eighth 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 Eighth 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 Eighth 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 Eighth 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 Eighth 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 Eighth 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 Eighth Amendment to the UHS Credit Agreement]
UHS OF SUMMITRIDGE, LLC
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 Eighth 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 Eighth 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 Eighth Amendment to the UHS Credit Agreement]
ATLANTIC SHORES HOSPITAL, L.L.C.
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 Eighth 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 Eighth 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 Eighth 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 Eighth 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 Eighth 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 Eighth 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 Eighth 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 Eighth 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 Eighth 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 Eighth 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 Eighth 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 Eighth 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 Eighth 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 Eighth 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 Eighth 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 Eighth 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 Eighth 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 Eighth 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 Eighth 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 Eighth 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 Eighth 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 Eighth 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 Eighth 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 Eighth 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 Eighth 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 Eighth 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 Eighth 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 Eighth 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 Eighth 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 and Chief Financial Officer
[Signature Page to the Eighth 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 Eighth 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 Eighth Amendment to the UHS Credit Agreement]
JPMORGAN CHASE BANK, N.A., as Administrative Agent and Lender
|
| By: | /s/ Dawn Lee Lum |
[Signature Page to the Eighth Amendment to the UHS Credit Agreement]
Bank of America, N.A, as a Lender
|
| By: | /s/ Joseph L Corah |
[Signature Page to the Eighth Amendment to the UHS Credit Agreement]
TRUIST BANK, as a Lender
|
| By: | /s/ James W. Ford |
[Signature Page to the Eighth Amendment to the UHS Credit Agreement]
Goldman Sachs Bank USA, as a Lender
|
| By: | /s/ Dan Martis |
[Signature Page to the Eighth Amendment to the UHS Credit Agreement]
WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender
|
| By: | /s/ Jordan Harris |
[Signature Page to the Eighth Amendment to the UHS Credit Agreement]
MIZUHO BANK, LTD, as a Lender
|
| By: | /s/ John Davies |
[Signature Page to the Eighth Amendment to the UHS Credit Agreement]
MUFG Bank, Ltd, as a Lender
By: /s/ Kevin Wood
Name: Kevin Wood
Title: Director
[Signature Page to the Eighth Amendment to the UHS Credit Agreement]
PNC Bank, National Association, as a Lender
By: /s/ Emad N. Antoan
Name: Emad N. Antoan
Title: Senior Vice President
[Signature Page to the Eighth Amendment to the UHS Credit Agreement]
TD Bank, N.A., as a Lender
By: /s/ Steve Levi
Name: Steve Levi
Title: Senior Vice President
[Signature Page to the Eighth Amendment to the UHS Credit Agreement]
U.S. Bank National Association, as a Lender
By: /s/ Maria Massimino
Name: Maria Massimino
Title: Senior Vice President
[Signature Page to the Eighth Amendment to the UHS Credit Agreement]
Fifth Third Bank, National Association, as a Lender
By: /s/ Thomas Avery
Name: Thomas Avery
Title: Executive Director
[Signature Page to the Eighth Amendment to the UHS Credit Agreement]
SUMITOMO MITSUI BANKING CORPORATION, as a Lender
By: /s/ Gail Motonaga
Name: Gail Motonaga
Title: Executive Director
[Signature Page to the Eighth Amendment to the UHS Credit Agreement]
CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender
By: /s/ Anthony B. Sendik
Name: Anthony B. Sendik
Title: Duly Authorized Signatory
[Signature Page to the Eighth Amendment to the UHS Credit Agreement]
KEYBANK, NATIONAL ASSOCIATION, as a Lender
By: /s/ Tanille Ingle
Name: Tanille Ingle
Title: Vice President
[Signature Page to the Eighth Amendment to the UHS Credit Agreement]
SANTANDER BANK, N.A., as a Lender
By: /s/ Alba Silston
Name: Alba Silston
Title: SVP
[Signature Page to the Eighth Amendment to the UHS Credit Agreement]
Siemens Financial Services, Inc., as a Lender
By: /s/ Virginia Greaker
Name: Virginia Greaker
Title: Authorized Signer
By: /s/ Maria Levy
Name: Maria Levy
Title: Authorized Signer
[Signature Page to the Eighth Amendment to the UHS Credit Agreement]
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